Contract Number: 4400018548

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Page 1 of 2 FULLY EXECUTED Contract Number: 4400018548 Original Contract Effective Date: 02/22/2018 Valid From: 01/11/2018 To: 12/31/2021 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Hosler Raeden Your SAP Vendor Number with us: 163101 Phone: 717-787-4103 Fax: Supplier Name/Address: CDW GOVERNMENT LLC 75 REMITTANCE DRIVE, DEPT 1515 CHICAGO IL 60675-1515 US Please Deliver To:

To be determined at the time of the Purchase Order unless specified below. Supplier Phone Number: 866-833-0362 Supplier Fax Number: 847-990-8039 Contract Name: Payment Terms Software and Related Services NET 30

Solicitation No.: Issuance Date:

Supplier Bid or Proposal No. (if applicable): Solicitation Submission Date: This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference.

Item Material/Service Qty UOM Price Per Total Desc Unit 1 Licenses, Maintenance and Renewals 0.000 0.00 1 0.00 ------2 Software Services 0.000 0.00 1 0.00 ------General Requirements for all Items:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 2 of 2 FULLY EXECUTED Contract Number: 4400018548 Original Contract Effective Date: 02/22/2018 Valid From: 01/11/2018 To: 12/31/2021

Supplier Name: CDW GOVERNMENT LLC

Header Text This contract is for the purchase of software licenses, software license renewals, software subscriptions, software appliances, software as a service, software maintenance & support, and software services.

Software services include, but are not limited to: configuration, customization, documentation, implementation, installation, maintenance and support.

The total cost for services may not exceed 40% of the software cost (i.e. licensing cost, excluding Software support and maintenance).

Orders for services must have a statement of work.

Orders for software maintenance & support made during the term of the contract may extend up to three (3) years past the expiration date of the contract.

4.7.2020 tms - This contract is a participating addendum based on Massachusetts ITS58 contract. ITS58 has been extended until 12/31/2020, therefore we have extended this participating contract as well.

9.11.2020 tms - This contract is a participating addendum based on Massachusetts ITS58 contract. ITS58 has been extended until 6/30/2021, therefore we have extended this participating contract as well.

5.5.2021 cwp - Contract has been extended through approved EP 21315 for 6 months through 12/31/2021 with 1 optional 6 month renewal remaining.

7.7.2021 – Contract manager contact info has been updated to DGS commodity specialist Raeden Hosler. rsh No further information for this Contract

Information:

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 1 of 2 FULLY EXECUTED Contract Number: 4400018548 Original Contract Effective Date: 02/22/2018 Valid From: 01/11/2018 To: 12/31/2021 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Price Christopher Your SAP Vendor Number with us: 163101 Phone: 717-346-8188 Fax: 717-783-6241 Supplier Name/Address: CDW GOVERNMENT LLC 75 REMITTANCE DRIVE, DEPT 1515 CHICAGO IL 60675-1515 US Please Deliver To:

Solicitation No.: Issuance Date:

Item Material/Service Qty UOM Price Per Total Desc Unit 1 Licenses, Maintenance and Renewals 0.000 0.00 1 0.00 ------2 Software Services 0.000 0.00 1 0.00 ------General Requirements for all Items:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Supplier Name: CDW GOVERNMENT LLC

Software services include, but are not limited to: configuration, customization, documentation, implementation, installation, maintenance and support.

The total cost for services may not exceed 40% of the software cost (i.e. licensing cost, excluding Software support and maintenance).

Orders for services must have a statement of work.

Orders for software maintenance & support made during the term of the contract may extend up to three (3) years past the expiration date of the contract.

5.5.2021 cwp - Contract has been extended through approved EP 21315 for 6 months through 12/31/2021 with 1 optional 6 month renewal remaining. No further information for this Contract

Information:

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 1 of 2 FULLY EXECUTED Contract Number: 4400018548 Original Contract Effective Date: 02/22/2018 Valid From: 01/11/2018 To: 06/30/2021 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Price Christopher Your SAP Vendor Number with us: 163101 Phone: 717-346-8188 Fax: 717-783-6241 Supplier Name/Address: CDW GOVERNMENT LLC 75 REMITTANCE DRIVE, DEPT 1515 CHICAGO IL 60675-1515 US Please Deliver To:

Solicitation No.: Issuance Date:

Item Material/Service Qty UOM Price Per Total Desc Unit 1 Licenses, Maintenance and Renewals 0.000 0.00 1 0.00 ------2 Software Services 0.000 0.00 1 0.00 ------General Requirements for all Items:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Supplier Name: CDW GOVERNMENT LLC

Software services include, but are not limited to: configuration, customization, documentation, implementation, installation, maintenance and support.

The total cost for services may not exceed 40% of the software cost (i.e. licensing cost, excluding Software support and maintenance).

Orders for services must have a statement of work.

Orders for software maintenance & support made during the term of the contract may extend up to three (3) years past the expiration date of the contract.

Information:

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 1 of 2 FULLY EXECUTED Contract Number: 4400018548 Original Contract Effective Date: 02/22/2018 Valid From: 01/11/2018 To: 12/31/2020 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Your SAP Vendor Number with us: 163101 Name: Chris Price Phone: 717-346-8188 Fax: 717-783-6241 Supplier Name/Address: CDW GOVERNMENT LLC 75 REMITTANCE DRIVE, DEPT 1515 CHICAGO IL 60675-1515 US Please Deliver To:

Solicitation No.: Issuance Date:

Item Material/Service Qty UOM Price Per Total Desc Unit 1 Licenses, Maintenance and Renewals 0.000 0.00 1 0.00 ------2 Software Services 0.000 0.00 1 0.00 ------General Requirements for all Items:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Supplier Name: CDW GOVERNMENT LLC

Software services include, but are not limited to: configuration, customization, documentation, implementation, installation, maintenance and support.

The total cost for services may not exceed 40% of the software cost (i.e. licensing cost, excluding Software support and maintenance).

Orders for services must have a statement of work.

Orders for software maintenance & support made during the term of the contract may extend up to three (3) years past the expiration date of the contract.

Information:

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 1 of 2 FULLY EXECUTED Contract Number: 4400018548 Original Contract Effective Date: 02/22/2018 Valid From: 01/11/2018 To: 06/30/2020 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Millovich Joseph Your SAP Vendor Number with us: 163101 Phone: 717-214-3434 Fax: 717-783-6241 Supplier Name/Address: CDW GOVERNMENT LLC 230 N MILWAUKEE AVE VERNON HILLS IL 60061-4304 US Please Deliver To:

Solicitation No.: Issuance Date:

Item Material/Service Qty UOM Price Per Total Desc Unit 1 Licenses, Maintenance and Renewals 0.000 0.00 1 0.00 ------2 Software Services 0.000 0.00 1 0.00 ------General Requirements for all Items:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Supplier Name: CDW GOVERNMENT LLC

Software services include, but are not limited to: configuration, customization, documentation, implementation, installation, maintenance and support.

The total cost for services may not exceed 40% of the software cost (i.e. licensing cost, excluding Software support and maintenance).

Orders for services must have a statement of work.

Orders for software maintenance & support made during the term of the contract may extend up to three (3) years past the expiration date of the contract. No further information for this Contract

Information:

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. CONTRACT BETWEEN

COMMONWEALTH OF PENNSYLVANIA GOVERNOR’S OFFICE OF ADMINISTRATION

AND

CDW GOVERNMENT LLC

AGREEMENT NO. 4400018548

THIS AGREEMENT for the provision of Software and Related Services (“Contract”) is entered into by and between the Commonwealth of Pennsylvania (“Commonwealth”), acting through its Department of General Services (“DGS”), and CDW GOVERNMENT LLC (“Contractor”), together referred to hereinafter as the “Parties.”

Recitals:

WHEREAS, the Commonwealth of Massachusetts, and several other states have entered into Software Reseller Contract No. ITS58 (“Contract No. ITS58”), with Contractor, whereby Contractor acts as a multi-state reseller between the contracting states and software manufacturers/publishers to provide Software and related Services; and,

WHEREAS, the underlying procurement for Contract No. ITS58 provided that other states may use the resulting contract, Contract No. ITS58, without prior approval of the Commonwealth of Massachusetts; and

WHEREAS, the Commonwealth desires to participate in Contract No. ITS58, which became effective on June 29, 2015 and expires on June 30, 2020, as an additional contracting party, to procure Software and related Services; and,

WHEREAS, the Commonwealth and the Contractor have negotiated this Contract as their final and entire agreement with respect to providing Software and related Services; and,

WHEREAS, the Commonwealth is authorized under Sections 1902 and 1908 of the Commonwealth Procurement Code, 62 Pa. C.S. §§ 1902 and 1908, to undertake and make this type of contractual arrangement on behalf of the Commonwealth.

NOW THEREFORE, intending to be legally bound hereby, the DGS and the Contractor agree as follows:

1. Recitals. The recitals set forth above are incorporated by reference as a material part of this Contract.

2. Effective Date. This Contract shall become effective on February 1, 2018 and shall Page 1 of 9 terminate upon the earlier of (a) expiration of the Contract No. ITS58 (scheduled to expire on June 30, 2020), or (b) termination of this Contract in accordance with its terms. If Contract No. ITS58 is renewed or extended, this Contract shall automatically renew or extend for a term consistent with the term of Contract No. ITS58.

3. Terms and Conditions. The Contractor shall provide Reseller Services to the Commonwealth in accordance with Exhibit A, Standard Contract Terms and Conditions for IT Supplies and Related Services, which are attached hereto and incorporated herein.

4. Scope. The Contractor shall provide Reseller Services to the Commonwealth. The Commonwealth may procure only the Software and/or Services authorized under Contract No. ITS58. Software and/or Service provided by the Contractor, but not identified in Contact No. ITS58, including but not limited to software packaged with hardware as an appliance, Platform-as-a-Service, and Infrastructure-as-a-Service, may be added to this Contract at the sole discretion of the DGS.

5. Specifications. Contractor shall meet the Commonwealth’s Specifications for Reseller Services which are attached hereto as Exhibit B, Commonwealth Specifications, and incorporated herein.

6. Cost. Contractor shall provide the Software and related Services at the prices set forth in the Cost Matrix, which is attached hereto as Exhibit C, Cost Matrix, and incorporated herein. In return for the Commonwealth’s commitment to contract with Contractor as its primary software reseller, Contractor offers the Commonwealth the custom pricing included as Exhibit C, which is a different, more competitive pricing than that offered in Contract No. ITS58.

7. Contract No. ITS58. The Commonwealth and the Contractor also to be bound by the terms and conditions of Contract No. ITS58, which is hereby incorporated and made part of this Contract as Exhibit D. In the event of a conflict between the terms of this Contract and Contract No. ITS58, the terms of this Contract shall prevail.

8. Contract Documents. This Contract is comprised of the following documents, which are listed in order of precedence in the event of a conflict between these documents:

(a) The instant document containing the recitals and signatures, along with the following Exhibits;

(i) Exhibit A, Standard Contract Terms and Conditions for IT Supplies and Related Services;

(ii) Exhibit B, Commonwealth Specifications; and

(1) Exhibit B-1, Statement of Work Template (2) Exhibit B-2, Software/Services License Requirements Agreement Template

Page 2 of 9 (3) Exhibit B-3, Requirements for Non-Commonwealth Hosted Applications/Services Template

(iii) Exhibit C, Cost Matrix; and

(iv) Exhibit D, Contract No. ITS58.

9. Defined Terms. Capitalized terms used but not defined in the instant document shall have the meanings given such terms in the Contract and in Exhibit A, Standard Contract Terms and Conditions for IT Supplies and Related Services.

10. Commonwealth of Pennsylvania Participants. This Contract may be used by all Commonwealth agencies as that term is defined in Section 103 of the Commonwealth Procurement Code, 62 Pa. C.S. § 103, and by all local public procurement units, as that term is defined in Section 1901 of the Commonwealth Procurement Code, 62 Pa. C.S. § 1901.

11. COSTARS Purchasers. Section 1902 of the Commonwealth Procurement Code, 62 Pa. C.S. § 1902 (“Section 1902”), authorizes local public procurement units and state-affiliated entities (together, “COSTARS Members”) to participate in Commonwealth procurement contracts that the Department of General Services (“DGS”) may choose to make available to COSTARS Members. DGS has identified this Contract as one which will be made available for COSTARS Members’ participation.

(a) Only those entities registered with DGS are authorized to participate as COSTARS Members in this Contract. A COSTARS Member may be either a local public procurement unit or a state-affiliated entity.

(i) A “local public procurement unit” is:

(1) Any political subdivision (local government unit), such as a municipality, school district, or commission; (2) Any public authority (including authorities formed under the Municipality Authorities Act of 1955 or other authorizing legislation, such as the Public Transportation Law or the Aviation Code); (3) Any tax-exempt, nonprofit educational institution or organization; (4) Any tax-exempt, nonprofit public health institution or organization; (5) Any nonprofit fire, rescue, or ambulance company; and (6) Any other entity that spends public funds for the procurement of supplies, services, and construction (such as a council of governments, an area government, or an organization that receives public grant funds).

The Department reserves the right to review and determine eligible applicants as local public procurement units on a case-by-case basis.

Page 3 of 9 (ii) A state-affiliated entity is a Commonwealth authority or other Commonwealth entity that is not a Commonwealth agency. The term includes:

(1) The Pennsylvania Turnpike Commission; (2) The Pennsylvania Housing Finance Agency; (3) The Pennsylvania Municipal Retirement System; (4) The Pennsylvania Infrastructure Investment Authority; (5) The State Public School Building Authority; (6) The Pennsylvania Higher Education Facilities Authority, and (7) The State System of Higher Education.

The COSTARS Program is not available for use by Executive Agencies and Independent Agencies as defined by the Commonwealth Procurement Code, or any agency or entity using funds appropriated to the Department of General Services through Capital Budget Project Itemization legislation for the procurement of furniture, fixtures, and equipment.

(iii) A complete list of local public procurement units and state-affiliated entities that have registered with DGS and that are authorized to procure items from the Contract can be found at http://www.costars.state.pa.us/SearchCOMember.aspx.

(b) COSTARS Members have the option to purchase from this Contract, from any DGS contract established exclusively for COSTARS Members in accordance with the requirements of Section 1902, from any other cooperative procurement contracts, or from their own procurement contracts established in accordance with the applicable laws governing such procurements. The Contractor understands and acknowledges that there is no guarantee that a COSTARS Member will place an order under this Contract, and that the decision to procure from this Contract is within the sole discretion of each COSTARS Member.

(c) DGS is acting as a facilitator for COSTARS Members who may wish to purchase under this Contract. COSTARS Members that participate in this Contract and issue purchase orders (“POs”) to Contractors are third party beneficiaries who have the right to sue and be sued for breach of this Contract without joining the Commonwealth or DGS as a party. The Commonwealth will not intervene in any action between a Contractor and a COSTARS Member unless substantial interests of the Commonwealth are involved.

(d) COSTARS Members electing to participate in this Contract will order items directly from the Contractor and be responsible for payment directly to the Contractor.

(e) Those Contractors electing to permit COSTARS Members to procure from this

Page 4 of 9 Contract shall pay the Required Administrative Fee applicable to the Contractor’s classification:

Contractor Classification Required Administrative Fee

DGS-verified Small Diverse Business $166 Bidder

DGS Self-Certified Small Business Bidder $500

All Other Bidders $1,500

(i) Each bidder electing to permit COSTARS Members to participate in the Contract must submit the COSTARS Program Election to Participate form with its bid submittal and pay the applicable Administrative Fee upon Contract award in order to sell the awarded items/services to COSTARS Members. If the bidder is a Department of General Services Self-Certified Small Business or Department of General Services-verified Small Diverse Business, a copy of its active Small Business Contracting Program certificate must be included with the bid submittal.

(ii) At the beginning of each Contract year and upon any Contract renewal, the Contractor shall submit a check for the required amount, payable to “Commonwealth of PA.” The Contractor must pay the Administrative Fee at each Contract renewal date to continue to sell the awarded items/services to COSTARS Members.

(f) DGS has registered the COSTARS name and logo (together, the “COSTARS Brand”) as a trademark with the Pennsylvania Department of State. Therefore, the Contractor may use the COSTARS Brand only as permitted under in this Subsection.

(i) The Contractor shall pay the Administrative Fee covering its participation in the program, including without limitation any use of the COSTARS Brand, for each year of the Contract period. The fee is payable upon Contract award and prior to the renewal date for each succeeding Contract period.

(ii) DGS grants the Contractor a nonexclusive license to use the COSTARS Brand, subject to the following conditions:

(1) The Contractor agrees not to transfer to any third party, including without limitation any of its subcontractors or suppliers, any privileges it may have to use the COSTARS Brand under this Contract.

Page 5 of 9

(2) The Contractor agrees not to use the COSTARS Brand to represent or imply any Commonwealth endorsement or approval of its products or services.

(3) The Contractor is permitted to use the COSTARS Brand in broadcast, or Internet media solely in connection with this Contract and any other contract with the Commonwealth under which it has agreed to make sales to COSTARS Purchasers. The Contractor may use the COSTARS Brand on business cards, brochures, and other print publications so long as the purpose is to identify the Contractor as a COSTARS vendor, and only so long as the required Contract fee is kept current.

(4) Should this Contract terminate for any reason, the Contractor agrees promptly to remove the COSTARS Brand from any and all print and electronic media and to refrain from using the COSTARS Brand for any purpose whatsoever from the date of Contract termination forward.

(5) The Contractor agrees to defend, indemnify, and hold harmless the Commonwealth of Pennsylvania and DGS from and against all claims, demands, liabilities, obligations, costs, and expenses of any nature whatsoever arising out of or based upon the Contractor’s use of the COSTARS Brand.

(6) The Contractor agrees it has no property rights in the use of the COSTARS Brand by virtue of this nonexclusive license. The Contractor expressly waives any claims, including without limitation due process claims that may otherwise be available under the law in the event of any dispute involving these terms of use.

(g) The Contractor shall furnish to the DGS COSTARS Program Office a quarterly electronic Contract sales report detailing the previous quarter’s Contract purchasing activity, using the form and in the format prescribed by DGS. The Contractor shall submit its completed quarterly report no later than the fifteenth calendar day of the succeeding Contract quarter.

(i) The Contractor shall submit the reports through the web-based COSTARS Suppliers’ Gateway of the PA Supplier Portal at https://pasupplierportal.state.pa.us/irj/portal/anonymous, Enterprise Applications. If a Contractor does not have access to the Internet, the Contractor shall send the reports, using the form and in the format prescribed by DGS, on compact disc via US Postal Service to the DGS COSTARS Program Office, Bureau of Procurement, 6th Floor Forum Place, 555 Walnut Street, Harrisburg, PA 17101-1914.

Page 6 of 9

(ii) For each PO received, the Contractor shall include on the report the name and address of each COSTARS-Registered Purchaser that has used the Contract along with the sales date, and dollar volume of sales to the specific Purchaser for the reporting period.

(iii) DGS may suspend the Contractor’s participation in the COSTARS Program for failure to provide the Quarterly Sales Report within the specified time.

(h) Additional information regarding the COSTARS Program is available on the DGS COSTARS Website at www.costars.state.pa.us.

(i) If the Contractor is aware of any qualified entity not currently registered and wishing to participate in the COSTARS Program, please refer the potential purchaser to the DGS COSTARS Website at www.costars.state.pa.us, where it may register by completing the online registration form and receiving DGS confirmation of its registration. To view a list of currently-registered COSTARS member entities, please visit the COSTARS website.

(ii) Direct all questions concerning the COSTARS Program to:

Department of General Services COSTARS Program 555 Walnut Street, 6th Floor Harrisburg, PA 17101 Telephone: 1-866-768-7827 E-mail [email protected]

12. Contractor Attestation. The Contractor, by executing this Contract, hereby understands, represents, and acknowledges that it is not currently engaged, and will not during the duration of the Contract engage, in a boycott of a person or an entity based in or doing business with a jurisdiction which the Commonwealth is not prohibited by Congressional statute from engaging in trade or commerce.

13. Contracting Officer. For the purposes of this Contract, the Contracting Officer shall be Joseph Millovich, Commodity Specialist, unless the Contractor is notified otherwise.

14. Notice. The parties agree that all notices, approvals, consents and requests pursuant to this Contract shall be sent to the parties at the following addresses of the respective parties, or to such other address as may be designated from time to time by the parties without the need to further amend the Contract:

Page 7 of 9 To Contractor:

Mike Truncone, Sales Manager CDW GOVERNMENT LLC 230 N MILWAUKEE AVE VERNON HILLS, IL 60061 Telephone: (866) 769-8471 E-mail: [email protected]

To DGS:

Joseph Millovich, IT Procurement Department of General Services, Bureau of Procurement 555 Walnut Street, 6th Floor Forum Place Harrisburg, PA 17101-1914 Telephone: (717) 214-3434 E-mail: [email protected]

Copy to: Chief Counsel Department of General Services 603 North Office Building Harrisburg, PA 17120

Changes to the Contractor’s contact information, company name, legal address, payment address, tax identification number, authorized signatories, or EFT information must be promptly reported via email to the Contracting Officer, and updated in the PA Supplier Portal, https://pasupplierportal.state.pa.us/irj/portal/anonymous. In some cases, additional paperwork will be required to effect the change.

15. Entire Agreement. This Contract sets forth the entire agreement between the Parties concerning the Commonwealth’s procurement of Software and Related Services from the Contractor. No agent, representative, employee or officer of either the Commonwealth or the Contractor has the authority to make, or has made, any statement, agreement or representation, oral or written, in connection with the agreement, which in any way can be deemed to modify, add to or detract from, or otherwise change or alter its terms and conditions. No modifications, alterations, changes, or waiver to this agreement or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have signed this Contract effective as of the date of the final required Commonwealth approval. Execution by the Commonwealth will be as described in the Section 3, Signatures, of Exhibit A, Standard Contract Terms and Conditions for IT Supplies and Related Services.

CDW GOVERNMENT LLC Witness: SAP Vendor Number: 163101

Print Name Print Name

Title Title

If a corporation, the Chairman, President, Vice-President, Senior Vice-President, Executive Vice-President, Assistant Vice-President, Chief Executive Officer or Chief Operating Officer must sign; if a sole proprietor, then the owner must sign; if a general or limited partnership, a general partner must sign; if a limited liability company, then a member must sign, unless it is a managed by a manager, then the manager must sign; otherwise a resolution indicating authority to bind the corporation must be attached to this Contract.

COMMONWEALTH OF PENNSYLVANIA GOVERNOR’S OFFICE OF ADMINISTRATION

To be affixed in accordance with Section 4 of Exhibit A Secretary or Designee

Approved as to Form and Legality:

To be affixed in accordance with Section 4 of Exhibit A Office of Chief Counsel, Office of Administration

To be affixed in accordance with Section 4 of Exhibit A Governor’s Office of General Counsel

To be affixed in accordance with Section 4 of Exhibit A Office of Attorney General

Approved by Office of the Budget Office of Comptroller Operations:

To be affixed in accordance with Section 4 of Exhibit A Comptroller

Page 9 of 9 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services 1. TERM OF CONTRACT

The term of the Contract shall commence on the Effective Date (as defined below) and shall end on the Expiration Date identified in the Contract, subject to the other provisions of the Contract.

The Effective Date shall be: (a) the Effective Date printed on the Contract after the Contract has been fully executed by the Contractor and the Commonwealth (signed and approved as required by Commonwealth contracting procedures) or (b) the “Valid from” date printed on the Contract, whichever is later.

2. EXTENSION OF CONTRACT TERM

The Commonwealth reserves the right, upon notice to the Contractor, to extend the term of the Contract for up to three (3) months upon the same terms and conditions.

3. COMMENCEMENT OF PERFORMANCE

(a) General. The Contractor shall not commence performance and the Commonwealth shall not be liable to pay the Contractor for any supply furnished or work performed or expenses incurred, until both of the following have occurred:

(i) the Effective Date has occurred; and

(ii) the Contractor has received a Purchase Order or other written notice to proceed signed by the Contracting Officer.

(b) Prohibition Prior to Effective Date. No Commonwealth employee has the authority to verbally direct the commencement of any Service or delivery of any Software under this Contract prior to the date performance may commence. The Contractor hereby waives any claim or cause of action for any Service performed or Software delivered prior to the date performance may commence.

4. ELECTRONIC SIGNATURES

(a) The Contract and/or Purchase Orders may be electronically signed by the Commonwealth.

(i) Contract. “Fully Executed” at the top of the first page of the Contract output indicates that the signatures of all the individuals required to bind the Commonwealth to the terms of the Contract have been obtained. If the Contract output form does not have “Fully Executed” at the top of the first page, the Contract has not been fully executed.

Page 1 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (ii) Purchase Orders. The electronically-printed name of the Purchasing Agent on the Purchase Order indicates that all approvals required by Commonwealth contracting procedures have been obtained.

(b) The Commonwealth and the Contractor specifically agree as follows:

(d) The parties agree that no writing shall be required in order to make the Contract legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Contract or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Any genuine Contract or acknowledgement issued electronically, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of a genuine Contract or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Contract or acknowledgement were not in writing or signed by the parties. A Contract or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents.

(e) Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re- transmission of any such document if necessary.

5. DEFINITIONS

As used in this Contract, these words shall have the following meanings:

(a) Agency: The department, board, commission or other agency of the Commonwealth of Pennsylvania listed as the Purchasing Agency on a Purchase Order. If a COSTARS entity or external procurement activity has issued an order against this contract, that entity shall also be identified as “Agency.”

(b) Contract No. ITS58: The Commonwealth of Massachusetts software reseller contract, entered into by the Commonwealth of Massachusetts, subsequent to a public procurement process.

(c) Contracting Officer: The person authorized to administer this Contract for the Commonwealth and to make written determinations with respect to the Contract.

Page 2 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (d) COSTARS: The Commonwealth of Pennsylvania’s cooperative purchasing program that serves as a conduit through which registered and eligible local public procurement units and state-affiliated entities are able to leverage contracts established by DGS to cost effectively and efficiently identify suppliers with whom to do business.

(e) Days: Unless specifically indicated otherwise, days mean calendar days.

(f) Developed Materials: All documents, sketches, drawings, designs, works, papers, files, reports, computer programs, computer documentation, data, records, software, samples or any other tangible material without limitation authored or prepared by Contractor as the work product covered in the scope of work for the Project.

(g) Documentation: All materials required to support and convey information about the Supplies and Services required by this Contract. It includes, but is not necessarily restricted to, written reports and analyses, diagrams, maps, logical and physical designs, system designs, computer programs, flow charts, disks, and/or other machine-readable storage media.

(h) Expiration Date: The last valid date of this Contract, as indicated in the Contract documents to which these Terms are attached.

(i) Infrastructure-as-a-Service (IaaS): The capability to provision processing, storage, networks and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed applications and possibly limited control of select networking components (e.g., host firewalls).

(j) Platform-as-a-Service (PaaS): Capability provided to the consumer to deploy onto the cloud infrastructure consumer-created or acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services and tools from other sources. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems or storage, but has control over the deployed applications and possibly application hosting environment configurations.

(k) Purchase Order: Written authorization for a Contractor to proceed to furnish a supply, service or construction in accordance with the terms of a contract.

(l) Reseller Services: All Contractor activity necessary to satisfy the Contract, including, but not limited to: resale of licensed Software and Services; pre-sales

Page 3 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services assistance; license administration; order fulfillment; and Contractor management of Software and Services.

(m) Services: Reseller Services and Software Services collectively.

(n) Software: A type of Supply. The term includes, but is not limited to, commercially available licensed Software, Software packaged with hardware as an appliance, Software subscriptions, Software-as-a-Service, and, in the Commonwealth’s sole discretion, Platform-as-a-Service and Infrastructure-as-a Service.

(o) Software-as-a-Service (SaaS): Capability provided to the consumer to use the provider’s applications running on a cloud infrastructure. The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web-based email) or a program interface. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems, storage or even individual application capabilities, with the possible exception of limited user-specific application configuration settings.

(p) Software Licensor (or software publisher): An entity which sells Software licenses, subscriptions, or Software Services through the Contractor and enters into a Software license agreement directly with the Commonwealth.

(q) Software Services: All Software Licensor activity necessary to satisfy a Statement of Work, including but not limited to: configuration, customization, documentation, implementation, installation, maintenance and support.

(r) Statement of Work: A document attached to a Purchase Order from the Contractor which details the Software Services which will be provided by a Software Licensor.

(s) Supplies: All tangible and intangible property including, but not limited to appliances, materials and equipment, Software, Software-as-a-Service, Platform- as-a-Service, Infrastructure-as-a Service, and Software subscriptions provided by or through the Contractor to satisfy the Contract.

(t) Terms. These Standard Contract Terms and Conditions for IT Supplies and Related Services.

6. PURCHASE ORDERS

(a) The Agency may issue Purchase Orders against the Contract. These orders constitute the Contractor’s authority to make delivery. All Purchase Orders received by the Contractor up to and including the expiration date of the Contract are acceptable and must be performed in accordance with the Contract. Each Purchase Order will be deemed to incorporate the terms and conditions set forth in the Contract.

Page 4 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (b) Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a Purchase Order shall require acknowledgement of receipt of the transmission by the Contractor. Receipt of the electronic or facsimile transmission of the Purchase Order shall constitute receipt of an order. Orders received by the Contractor after 4:00 p.m. will be considered received the following business day.

(c) Purchase Orders under ten thousand dollars ($10,000) in total amount may also be made in person or by telephone using a Commonwealth Purchasing Card. When an order is placed by telephone, the Commonwealth agency shall provide the agency name, employee name, credit card number, and expiration date of the card. Contractors agree to accept payment through the use of the Commonwealth Purchasing Card.

7. INDEPENDENT PRIME CONTRACTOR

In performing its obligations under the Contract, the Contractor will act as an independent contractor and not as an employee or agent of the Commonwealth. The Contractor will be responsible for all Reseller Services in this Contract whether or not Contractor provides them directly. Further, the Contractor is the sole point of contact with regard to all contractual matters, including payment of any and all charges resulting from the Contract.

8. SUBCONTRACTS

The Contractor may subcontract any portion of the Reseller Services described in this Contract to third parties selected by Contractor and approved in writing by the Commonwealth, whose approval shall not be unreasonably withheld. Notwithstanding the above, if Contractor has disclosed the identity of Subcontractor(s) together with the scope of work to be subcontracted in its bid/proposal, award of the Contract is deemed approval of all named Subcontractors and a separate approval is not required. The existence of any subcontract shall not change the obligations of Contractor to the Commonwealth under this Contract. Upon request of the Commonwealth, the Contractor must provide the Commonwealth with a copy of the subcontract agreement between the Contractor and the subcontractor in accordance with the provisions of Section 23(c). The Commonwealth reserves the right, for good cause, to require that the Contractor remove a subcontractor from the project. The Commonwealth will not be responsible for any costs incurred by the Contractor in replacing the subcontractor if good cause exists.

9. OTHER CONTRACTORS

The Commonwealth may undertake or award other contracts for additional or related work, and the Contractor shall fully cooperate with other contractors and Commonwealth employees, and coordinate its Reseller Services with such additional work as may be required. The Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by Commonwealth employees. This Section shall be included in the Contracts of all contractors with which this Contractor will

Page 5 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services be required to cooperate. The Commonwealth shall equitably enforce this Section as to all contractors to prevent the imposition of unreasonable burdens on any contractor.

10. SOFTWARE AND SOFTWARE SERVICE PROVIDERS

The Commonwealth acknowledges and agrees that (1) it is receiving the Software directly from Software Licensors pursuant to the terms of software license agreements mutually agreed upon by the Commonwealth and the Software Licensors, the basis of which shall be Exhibit B-2 (Software/Services License Requirements Agreement Template) and, if applicable, Exhibit B-3 (Requirements for Non-Commonwealth Hosted Applications/Services Template), and (2) it is receiving the Software Services directly from Software Licensors pursuant to terms and conditions identified in the Exhibit B-1 (Statement of Work Template), or as otherwise mutually agreed upon by the Commonwealth and the Software Licensor. The Commonwealth further acknowledges that the Software Licensors, and not the Contractor, will be responsible for performance of the Software and any Software Service and will be solely responsible for protection of the Commonwealth’s data against loss, damage or corruption. As to the Software, the only warranties offered are those of the Software Licensors. The Commonwealth shall look solely to the Software Licensors for any loss, claims or damages directly related to the provision of the Software or Software Services.

11. DELIVERY

(a) Software Delivery: All Software shall be delivered F.O.B. Destination. The Contractor shall work with Agency to provide Software via any method available and as requested by the Agency including, but not limited to: compact disc (CD), electronic download, original Software Licensor media, etc. The Contractor agrees to bear the risk of loss, injury, or destruction of the item(s) ordered prior to receipt of the items by the Commonwealth. Such loss, injury, or destruction shall not release the Contractor from any contractual obligations. Except as otherwise provided in this contract, all item(s) must be delivered within the time period specified. Time is of the essence and, in addition to any other remedies, the Contract is subject to termination for failure to deliver as specified. Unless otherwise stated in this Contract or a Purchase Order, delivery must be made within ten (10) days after a Purchase Order is issued to the Contractor.

(b) Delivery of Reseller Services: The Contractor shall proceed with all due diligence in the performance of the Reseller Services with qualified personnel, in accordance with the criteria set forth in the Contract.

(c) Delivery of Software Services: Software Services shall be performed by the Software Licensor (including its subcontractors, agents, etc. as approved by the Commonwealth) in accordance with the applicable Software/Services License Requirements Agreement between the Commonwealth and the Software Licensor, and the Statement of Work attached to a Purchase Order from the Contractor.

Page 6 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (d) Software Delivered via Download. The Contractor shall permit downloaded software to be returned with no additional fees up to 30 days from the date of download, if allowed by the Software Licensor, provided that the Commonwealth provides any certifications required by the Software Licensor concerning the Commonwealth of the Software. If the Software Licensor has a shorter timeframe for returns or requires additional fees, the Contractor shall state this on the quote.

12. PRODUCT CONFORMANCE

The Commonwealth reserves the right to require any and all Contractors to:

(a) Provide certified data from laboratory testing performed by the Contractor, or performed by an independent laboratory, as specified by the Commonwealth.

(b) Supply published manufacturer product Documentation.

(c) Permit a Commonwealth representative to witness testing at the Contractor’s location or at an independent laboratory.

(d) Complete a survey/questionnaire relating to the bid requirements and specifications.

(e) Provide customer references.

(f) Provide a product demonstration at a location near Harrisburg or the using agency location.

13. ACCEPTANCE

(a) Software: No Software received by the Commonwealth shall be deemed accepted until the Commonwealth has had a reasonable opportunity to inspect the Software. Any Software which is discovered to be defective or fails to conform to the specifications may be rejected upon initial inspection or at any later time if the defects contained in the Software or the noncompliance with the specifications were not reasonably ascertainable upon the initial inspection. It shall thereupon become the duty of the Contractor to remove rejected item(s) from the premises without expense to the Commonwealth within thirty (30) days after notification. Rejected Software left longer than thirty (30) days will be regarded as abandoned, and the Commonwealth shall have the right to dispose of them as its own property and shall retain that portion of the proceeds of any sale which represents the Commonwealth’s costs and expenses in regard to the storage and sale of the Supplies. Upon notice of rejection, the Contractor shall immediately replace all such rejected Software with others conforming to the specifications and which are not defective. If the Contractor fails, neglects or refuses to do so, the Commonwealth shall then have the right to procure a corresponding quantity of such Supplies, and deduct from any monies due or that may thereafter become due

Page 7 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services to the Contractor, the difference between the price stated in the Contract and the cost thereof to the Commonwealth.

(b) Reseller Services: Acceptance of Services, including Developed Works shall occur in accordance with an Approval Plan (Plan) submitted by the Contactor and approved by the Commonwealth. Upon approval of the Plan by the Commonwealth, the Plan becomes part of this Contract. For purchase orders where the development of Software, the configuration of Software or the modification of Software is the deliverable, the Plan must include an Acceptance Test Plan. The Acceptance Test Plan will provide for a Final Acceptance Test, and may provide for Interim Milestone Acceptance Tests. Each Acceptance Test will be designed to demonstrate that the Developed Works conform with the functional specification for the Developed Works, if any, and/or the requirements of this Contract. Contractor shall notify the Commonwealth when the deliverable is completed and ready for acceptance testing. The Commonwealth will not unreasonably delay commencement of acceptance testing.

(c) Software Services: Unless otherwise approved by the Commonwealth, acceptance of Software Services shall occur in accordance with the applicable Statement of Work and Software/Services License Requirements Agreement between the Commonwealth and the Software Licensor. See Exhibit B-1 (Statement of Work Template).

14. REJECTED MATERIAL NOT CONSIDERED ABANDONED

The Commonwealth shall have the right to not regard any rejected material as abandoned and to demand that the Contractor remove the rejected material from the premises within thirty (30) days of notification. The Contractor shall be responsible for removal of the rejected material as well as proper clean-up. If the Contractor fails or refuses to remove the rejected material as demanded by the Commonwealth, the Commonwealth may seek payment from, or set-off from any payments due to the Contractor under this or any other Contract with the Commonwealth, the costs of removal and clean-up. This is in addition to all other rights to recover costs incurred by the Commonwealth.

15. ESTIMATED QUANTITIES

It shall be understood and agreed that any quantities listed in the Contract are estimated only and may be increased or decreased in accordance with the actual requirements of the Commonwealth and that the Commonwealth in accepting any bid/proposal or portion thereof, contracts only and agrees to purchase only the materials and services in such quantities as represent the actual requirements of the Commonwealth.

16. MANUFACTURER’S PRICE REDUCTION

Page 8 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services If, prior to the delivery of the awarded Supplies by the Contractor, a price reduction is announced by the original equipment manufacturer, a comparative price reduction will be given to the Commonwealth by the Contractor.

17. SPECIAL REQUIREMENTS

The Commonwealth reserves the right to purchase Supplies, Reseller Services and Software Services within the scope of this Contract through other procurement methods whenever the Commonwealth deems it to be in its best interest.

18. WARRANTIES

(a) The Contractor warrants that all Software furnished by, and all Reseller Services performed by the Contractor, its agents and subcontractors shall be free and clear of any defects in workmanship or materials and conform in all material respects to the functional specifications and requirements of the Contract. The Contractor shall repair, replace or otherwise correct any problem with the delivered Software. When an item is replaced, it shall be replaced with an item of equivalent or superior quality without any additional cost to the Commonwealth.

(b) The Contractor hereby represents and warrants to the Commonwealth that the Contractor will not cause, or take any action that may directly or indirectly cause a disruption of the Commonwealth’s operations.

(c) Contractor warrants that it has the necessary legal rights, including licenses to third party products, tools or materials, to perform the Reseller Services and deliver the Software and Developed Materials under this Contract.

(d) THE FOREGOING EXPRESS WARRANTIES ARE THE CONTRACTOR’S SOLE AND EXCLUSIVE WARRANTIES AND NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(e) All warranties shall survive final acceptance.

19. COMPENSATION

(a) Compensation for Software: The Contractor shall furnish the Software to the Commonwealth at the price(s) quoted in the Purchase Order. All Software shall be delivered within the time period(s) specified in the Purchase Order. The Contractor shall be compensated only for Software that is delivered to and accepted by the Commonwealth.

(b) Compensation for Reseller Services: The Contractor shall perform the specified Reseller Services at the rates quoted in the Contract. All Reseller Services shall be

Page 9 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services performed within the time period(s) specified in the Contract. The Contractor shall be compensated only for work performed to the satisfaction of the Commonwealth. The Contractor shall not be allowed or paid travel or per diem expenses except as specifically set forth in the Contract.

(c) Compensation for Software Services: The Contractor shall resell Software Services to the Commonwealth at the price(s) quoted in the Purchase Order. All Software Services shall be delivered within the time period(s) specified in the Purchase Order. The Contractor shall be compensated only for Software Services that are delivered and accepted by the Commonwealth.

20. BILLING REQUIREMENTS

(a) Unless the Contractor has been authorized by the Commonwealth for Evaluated Receipt Settlement or Vendor Self-Invoicing, the Contractor shall include in all of its invoices the following minimum information:

(b) Vendor name and “Remit to” address, including SAP Vendor number;

(d) SAP Purchase Order number;

(e) Delivery Address, including name of Commonwealth agency;

(f) Description of the Supplies/Services delivered in accordance with SAP Purchase Order (include Purchase Order line number if possible);

(g) Quantity provided;

(h) Unit price;

(i) Price extension;

(j) Total price; and

(k) Delivery date of Supplies or Services.

(l) If an invoice does not contain the minimum information set forth in this Section, the Commonwealth may return the invoice as improper. If the Commonwealth returns an invoice as improper, the time for processing a payment will be suspended until the Commonwealth receives a correct invoice. The Contractor may not receive payment until the Commonwealth has received a correct invoice.

(m) Contractors are required to establish separate billing accounts with each using agency and invoice them directly. Each invoice shall be itemized with adequate

Page 10 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services detail and match the line item on the Purchase Order. In no instance shall any payment be made for Services to the Contractor that are not in accordance with the prices on the Purchase Order, the Contract, updated price lists or any discounts negotiated by the purchasing agency.

21. PAYMENT

(a) The Commonwealth shall put forth reasonable efforts to make payment by the required payment date. The required payment date is: (a) the date on which payment is due under the terms of the Contract; (b) thirty (30) days after a proper invoice actually is received at the “Bill To” address if a date on which payment is due is not specified in the Contract (a “proper” invoice is not received until the Commonwealth accepts the Service as satisfactorily performed); or (c) the payment date specified on the invoice if later than the dates established by (a) and (b) above. Payment may be delayed if the payment amount on an invoice is not based upon the price(s) as stated in the Contract. If any payment is not made within fifteen (15) days after the required payment date, the Commonwealth may pay interest as determined by the Secretary of Budget in accordance with Act No. 266 of 1982, 72 P. S. § 1507, (relating to interest penalties on Commonwealth accounts) and accompanying regulations 4 Pa. Code §§ 2.31—2.40. Payment should not be construed by the Contractor as acceptance of the Service performed by the Contractor. The Commonwealth reserves the right to conduct further testing and inspection after payment, but within a reasonable time after performance, and to reject the Service if such post payment testing or inspection discloses a defect or a failure to meet specifications. The Contractor agrees that the Commonwealth may set off the amount of any state tax liability or other obligation of the Contractor or its subsidiaries to the Commonwealth against any payments due the Contractor under any contract with the Commonwealth.

(b) The Commonwealth shall have the option of using the Commonwealth purchasing card to make purchases under the Contract or Purchase Order. The Commonwealth’s purchasing card is similar to a credit card in that there will be a small fee which the Contractor will be required to pay and the Contractor will receive payment directly from the card issuer rather than the Commonwealth. Any and all fees related to this type of payment are the responsibility of the Contractor. In no case will the Commonwealth allow increases in prices to offset credit card fees paid by the Contractor or any other charges incurred by the Contractor, unless specifically stated in the terms of the Contract or Purchase Order.

(i) Within 10 days of award of the Contract or Purchase Order, the Contractor must submit or must have already submitted their ACH information within their user profile in the Commonwealth’s procurement system (SRM).

Page 11 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (ii) The Contractor must submit a unique invoice number with each invoice submitted. The unique invoice number will be listed on the Commonwealth of Pennsylvania’s ACH remittance advice to enable the Contractor to properly apply the state agency’s payment to the invoice submitted.

(iii) It is the responsibility of the Contractor to ensure that the ACH information contained in SRM is accurate and complete. Failure to maintain accurate and complete information may result in delays in payments.

22. TAXES

(a) The Commonwealth is exempt from all excise taxes imposed by the Internal Revenue Service and has accordingly registered with the Internal Revenue Service to make tax free purchases under Registration No. 237400001-K. With the exception of purchases of the following items, no exemption certificates are required and none will be issued: undyed diesel fuel, tires, trucks, gas guzzler emergency vehicles, and sports fishing equipment. The Commonwealth is also exempt from Pennsylvania state sales tax, local sales tax, public transportation assistance taxes and fees and vehicle rental tax. The Department of Revenue regulations provide that exemption certificates are not required for sales made to governmental entities and none will be issued. Nothing in this Section is meant to exempt a construction contractor from the payment of any of these taxes or fees which are required to be paid with respect to the purchase, use, rental, or lease of tangible personal property or taxable services used or transferred in connection with the performance of a construction contract.

23. CONFIDENTIALITY

(a) The Contractor agrees to protect the confidentiality of the Commonwealth’s confidential information. The Commonwealth agrees to protect the confidentiality of Contractor’s confidential information. In order for information to be deemed confidential, the party claiming confidentiality must designate the information as “confidential” in such a way as to give notice to the other party (notice may be communicated by describing the information, and the specifications around its use or disclosure, in the applicable document). Neither party may assert that information owned by the other party is such party’s confidential information. The parties agree that such confidential information shall not be copied, in whole or in part, or used or disclosed except when essential for authorized activities under this Contract and, in the case of disclosure, where the recipient of the confidential information has agreed to be bound by confidentiality requirements no less restrictive than those set forth herein. Each copy of such confidential information shall be marked by the party making the copy with any notices appearing in the original. Upon expiration or termination of this Contract, the receiving party will return to the disclosing party all copies of the confidential information in the receiving party’s possession, other than one copy, which may be maintained for archival purposes only, and which will remain subject to this Contract’s security,

Page 12 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services privacy, data retention/destruction and confidentiality provisions (all of which shall survive the expiration or termination of this Contract). Both parties agree that a material breach of these requirements may, after failure to cure within the period specified in this Contract, and at the discretion of the non-breaching party, result in termination for default pursuant to Section 25(c) (DEFAULT), in addition to other remedies available to the non-breaching party.

(b) Insofar as information is not otherwise protected by law or regulation, the obligations stated in this Section do not apply to information:

(i) already known to the recipient at the time of disclosure other than through the contractual relationship and not otherwise subject to any obligation of non-disclosure or confidentiality;

(ii) independently generated by the recipient and not derived from the information supplied by the disclosing party;

(iii) known or available to the public, except where such knowledge or availability is the result of unauthorized disclosure by the recipient of the proprietary information;

(iv) disclosed to the recipient without a similar restriction by a third party who has the right to make such disclosure; or

(v) required to be disclosed by the recipient by law, regulation, court order, or other legal process.

(vi) Except as expressly set forth in this Contract or a Statement of Work, nothing in this Contract shall be construed as granting to or conferring upon Contractor, any right, title, or interest in any physical or intellectual property that is now owned or subsequently owned by the Commonwealth or any third party. Except as expressly set forth in this Contract or a Statement of Work, nothing in this Contract shall be construed as granting to or conferring upon the Commonwealth, any right, title, or interest in any physical or intellectual property that is now owned or subsequently owned by the Contractor.

(c) The Contractor shall use the following process when submitting information to the Commonwealth it believes to be confidential and/or proprietary information or trade secrets:

(i) Prepare an un-redacted version of the appropriate document, and

(ii) Prepare a redacted version of the document that redacts the information that is asserted to be confidential or proprietary information or a trade secret, and

Page 13 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(iii) Prepare a signed written statement that states:

(1) the attached document contains confidential or proprietary information or trade secrets;

(2) the Contractor is submitting the document in both redacted and un- redacted format in accordance with 65 P.S. § 67.707(b); and

(3) the Contractor is requesting that the document be considered exempt under 65 P.S. § 67.708(b)(11) from public records requests.

(iv) Submit the two documents along with the signed written statement to the Commonwealth.

(v) When the Contract or a Purchase Order issued under this Contract terminates or expires, the Contractor must immediately deliver to the Commonwealth, or the applicable Agency, any copies of Commonwealth’s content, the application and/or other products developed pursuant to the engagement, including configuration diagrams, network maps, reports, documentation, and any Commonwealth, or the applicable Agency’s, confidential information in its custody and control. The Contractor shall erase and remove all copies of the Commonwealth’s, or the applicable Agency’s, content, site, application and confidential information from computer equipment and media in the Contractor’s possession, custody and control, and return such content, site, application and confidential information to the Commonwealth, or the applicable Agency. The Contractor shall cooperate fully with the Commonwealth, or the applicable Agency, in the transfer of the application and/or other engagement products to the Commonwealth or to another vendor.

24. SENSITIVE INFORMATION

(a) The Contractor shall not publish or otherwise disclose, except to the Commonwealth or the Contractor’s subcontractors and except matters of public record (which is to be determined entirely in the discretion of the Commonwealth), any information or data obtained hereunder from private individuals, organizations, or public agencies.

(b) The parties shall not use or disclose any information about a recipient receiving services from, or otherwise enrolled in, a Commonwealth program affected by or benefiting from Services under this Contract for any purpose not connected with the parties’ Contract responsibilities except with consent pursuant to applicable state and federal law and regulations. All documents associated with direct disclosures of this kind must be announced to and open for inspection by the Commonwealth.

Page 14 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(c) Contractor will comply with all federal or state laws related to the use and disclosure of information, including information that constitutes Protected Health Information (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA). Further, if requested by the Commonwealth, Contractor agrees to sign the Business Associate Agreement attached hereto as Appendix 2.

(d) Rights and obligations of the parties under this Section 24 survive the expiration or termination of this Contract.

25. COMMONWEALTH HELD HARMLESS

(a) The Contractor shall hold the Commonwealth harmless from and indemnify the Commonwealth against any and all third-party claims, demands and actions based upon or arising out of any activities performed by the Contractor and its employees and agents under this Contract, provided the Commonwealth gives Contractor prompt notice of any such claim of which it learns. Pursuant to the Commonwealth Attorneys Act (71 P.S. §§ 732-101—732-506), the Office of Attorney General (OAG) has the sole authority to represent the Commonwealth in actions brought against the Commonwealth. The OAG may, however, in its sole discretion and under such terms as it deems appropriate, delegate its right of defense. If OAG delegates the defense to the Contractor, the Commonwealth will cooperate with all reasonable requests of Contractor made in the defense of such suits.

(b) Notwithstanding the above, neither party shall enter into any settlement without the other party’s written consent, which shall not be unreasonably withheld. The Commonwealth may, in its sole discretion, allow the Contractor to control the defense and any related settlement negotiations.

26. LIMITATION OF LIABILITY

(a) The Contractor’s liability to the Commonwealth under the Contract shall be limited to the greater of $250,000 or the value of the Contract (including any amendments). This limitation will apply, except as otherwise stated in this Section 26, regardless of the form of action, whether in contract or in tort, including negligence. This limitation does not, however, apply to damages for:

(i) bodily injury;

(ii) death;

(iii) intentional injury;

(iv) damage to real property or tangible personal property for which the Contractor is legally liable;

Page 15 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(v) the Contractor’s indemnity of the Commonwealth for patent, copyright, trade secret, or trademark protection; or

(vi) the Contractor’s indemnity of the Commonwealth for data breach.

(b) Notwithstanding anything to the contrary contained in the Contract, the Contractor shall not be liable to the Commonwealth for indirect, consequential, special, incidental or punitive damages.

27. DEFAULT

(a) The Commonwealth may, subject to the Force Majeure provisions of this Contract, and in addition to its other rights under the Contract, declare the Contractor in default by written notice thereof to the Contractor, and terminate (as provided in the Termination Provisions of this Contract) the whole or any part of this Contract or any Purchase Order for any of the following reasons:

(i) Failure to begin work within the time specified in the Contract or Purchase Order or as otherwise specified;

(ii) Failure to perform the work with sufficient labor, equipment, or material to insure the completion of the specified work in accordance with the Contract or Purchase Order terms;

(iii) Unsatisfactory performance of the work as detailed in the specifications referenced in the Contract or a Purchase Order;

(iv) Failure to deliver the item(s) or perform the work within the time specified in the Contract or a Purchase Order or as otherwise specified;

(v) Improper delivery;

(vi) Failure to provide an item(s) or perform the work that conforms with the specifications referenced in the Contract or a Purchase Order;

(vii) Delivery of a defective item;

(viii) Failure or refusal to remove material, or remove and replace any work rejected as defective or unsatisfactory;

(ix) Discontinuance of work without approval;

(x) Failure to resume work, which has been discontinued, within a reasonable time after notice to do so;

Page 16 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (xi) Insolvency or bankruptcy;

(xii) Assignment made for the benefit of creditors;

(xiii) Failure or refusal within 10 days after written notice by the Contracting Officer, to make payment or show cause why payment should not be made, of any amounts due for materials furnished, labor supplied or performed, for equipment rentals, or for utility services rendered;

(xiv) Failure to protect, to repair, or to make good any damage or injury to property;

(xv) Breach of any provision of the Contract;

(xvi) Failure to comply with representations made in the Contractor’s bid/proposal; or

(xvii) Failure to comply with applicable industry standards, customs, and practice.

(b) In the event that the Commonwealth terminates this Contract or any Purchase Order in whole or in part as provided in Subsection 27(a). above, the Commonwealth may procure, upon such terms and in such manner as it determines, Supplies and/or Reseller Services similar or identical to those so terminated, and the Contractor shall be liable to the Commonwealth for any reasonable excess costs for such similar or identical items included within the terminated part of the Contract or Purchase Order.

(c) If the Contract or a Purchase Order is terminated as provided in Subsection 27(a) above, the Commonwealth, in addition to any other rights provided in this Section, and subject to other provisions of this Contract or any Purchase Order Statement of Work, may require the Contractor to transfer title and deliver immediately to the Commonwealth in the manner and to the extent directed by the Contracting Officer, such partially completed items, including, where applicable, reports, working papers and other Documentation, as the Contractor has specifically produced or specifically acquired for the performance of such part of the Contract or Purchase Order as has been terminated. Except as provided below, payment for completed work accepted by the Commonwealth shall be at the Contract price. Except as provided below, payment for partially completed items including, where applicable, reports and working papers, delivered to and accepted by the Commonwealth shall be in an amount agreed upon by the Contractor and Contracting Officer. The Commonwealth may withhold from amounts otherwise due the Contractor for such completed or partially completed works, such sum as the Contracting Officer determines to be necessary to protect the Commonwealth against loss.

Page 17 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (d) The rights and remedies of the Commonwealth provided in this Subsection 27(d) shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

(e) The Commonwealth’s failure to exercise any rights or remedies provided in this Subsection 27(e) shall not be construed to be a waiver by the Commonwealth of its rights and remedies in regard to the event of default or any succeeding event of default.

(f) Following exhaustion of the Contractor’s administrative remedies as set forth in Section 30, Contract Controversies, the Contractor’s exclusive remedy shall be to seek damages in the Commonwealth Board of Claims.

28. FORCE MAJEURE

(a) Neither party will incur any liability to the other if its performance of any obligation under this Contract is prevented or delayed by causes beyond its control and without the fault or negligence of either party. Causes beyond a party’s control may include, but aren’t limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and freight embargoes.

(b) The Contractor shall notify the Commonwealth orally within five (5) days and in writing within ten (10) days of the date on which the Contractor becomes aware, or should have reasonably become aware, that such cause would prevent or delay its performance. Such notification shall: (i) describe fully such cause(s) and its effect on performance; (ii) state whether performance under the contract is prevented or delayed; and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. The Contractor shall have the burden of proving that such cause(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting Documentation as the Commonwealth may reasonably request. After receipt of such notification, the Commonwealth may elect to cancel the Contract, cancel the Purchase Order, or to extend the time for performance as reasonably necessary to compensate for the Contractor’s delay.

(c) In the event of a declared emergency by competent governmental authorities, the Commonwealth by notice to the Contractor, may suspend all or a portion of the Contract or Purchase Order.

29. TERMINATION PROVISIONS

The Commonwealth has the right to terminate this Contract or any Purchase Order for any of the following reasons. Termination shall be effective upon written notice to the Contractor.

Page 18 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (a) Termination for Convenience: The Commonwealth shall have the right to terminate the Contract or a Purchase Order issued against the Contract, in whole or in part, without cause by giving Contractor thirty (30) days prior written notice (Notice of Termination) whenever the Commonwealth shall determine that such termination is in the best interest of the Commonwealth (Termination for Convenience). Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance under this Contract is terminated either in whole or in part and the date on which such termination becomes effective.

(i) In the event of termination hereunder, Contractor shall receive payment for the following:

(1) all Services performed and all Supplies delivered consistent with the terms of the Contract prior to the effective date of termination;

(2) all actual and reasonable costs incurred by Contractor as a result of the termination of the Contract; and

(ii) In no event shall the Contractor be paid for any loss of anticipated profit (by the Contractor or any subcontractor), loss of use of money, or administrative or overhead costs.

(iii) Failure to agree on any termination costs shall be a dispute handled in accordance with Section 30, Contract Controversies, of this Contract.

(b) Non-Appropriation: The Commonwealth’s obligation to make payments during any Commonwealth fiscal year succeeding the current fiscal year shall be subject to availability and appropriation of funds. When funds (state and/or federal) are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year period, the Commonwealth shall have the right to terminate the Contract or a Purchase Order in whole or in part. The Contractor shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the Supplies or Services delivered under the Contract. Such reimbursement shall not include loss of profit, loss of use of money, or administrative or overhead costs. The reimbursement amount may be paid from any appropriations available for that purpose

(c) Termination for Cause: The Commonwealth, in addition to its other rights under this Contract, shall have the right to terminate the Contract or a Purchase Order issued from the Contract, in whole or in part, by providing written notice of default if the Contractor materially fails to perform its obligations under the Contract and does not cure such failure within 30 days or, if a cure within such period is not practical, commence a good faith effort to cure such failure to perform within the specified period or such longer period as the Commonwealth may specify in the written notice specifying such failure, and diligently and continuously proceed to

Page 19 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services complete the cure. The Contracting Officer shall provide any notice of default or written cure notice for Contract terminations. The Commonwealth shall also have the right, upon written notice to the Contractor, to terminate the Contract or a Purchase Order for other cause as specified in the Contract or by law.

(i) Subject to Section 26, Limitation of Liability, in the event the Commonwealth terminates this Contract in whole or in part as provided in this subsection, the Commonwealth may procure Services or Supplies similar to those so terminated, and the Contractor, in addition to liability for any liquidated damages, shall be liable to the Commonwealth for the difference between the Contract price for the terminated portion of the Services or Supplies and the actual and reasonable cost (but in no event greater than the fair market value) of producing substitute equivalent services for the terminated Services or Supplies, provided that the Contractor shall continue the performance of this Contract to the extent not terminated under the provisions of this Section 29.

(ii) Except with respect to defaults of subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control of the Contractor. Such causes may include, but are not limited to, acts of God or of the public enemy, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages, freight embargoes, acts of terrorism and unusually severe weather. The Contractor shall notify the Contracting Officer promptly in writing of its inability to perform because of a cause beyond the control of the Contractor.

(iii) Nothing in this subsection shall abridge the Commonwealth’s right to suspend, debar or take other administrative action against the Contractor.

(iv) If it is later determined that the Commonwealth erred in terminating the Contract or a Purchase Order for cause, then, at the Commonwealth’s discretion, the Contract or Purchase Order shall be deemed to have been terminated for convenience under Subsection 29(a).

30. CONTRACT CONTROVERSIES

(a) In the event of a controversy or claim arising from the Contract, the Contractor must, within six months after the cause of action accrues, file a written claim with the contracting officer for a determination. The claim shall state all grounds upon which the Contractor asserts a controversy exists. If the Contractor fails to file a claim or files an untimely claim, the Contractor is deemed to have waived its right to assert a claim in any forum. At the time the claim is filed, or within sixty (60) days thereafter, either party may request mediation through the Commonwealth Office of General Counsel Dispute Resolution Program.

Page 20 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (b) If the Contractor or the contracting officer requests mediation and the other party agrees, the contracting officer shall promptly make arrangements for mediation. Mediation shall be scheduled so as to not delay the issuance of the final determination beyond the required 120 days after receipt of the claim if mediation is unsuccessful. If mediation is not agreed to or if resolution is not reached through mediation, the contracting officer shall review timely-filed claims and issue a final determination, in writing, regarding the claim. The final determination shall be issued within 120 days of the receipt of the claim, unless extended by consent of the contracting officer and the Contractor. The contracting officer shall send his/her written determination to the Contractor. If the contracting officer fails to issue a final determination within the 120 days (unless extended by consent of the parties), the claim shall be deemed denied. The contracting officer’s determination shall be the final order of the purchasing agency.

(c) Within fifteen (15) days of the mailing date of the determination denying a claim or within 135 days of filing a claim if, no extension is agreed to by the parties, whichever occurs first, the Contractor may file a statement of claim with the Commonwealth Board of Claims. Pending a final judicial resolution of a controversy or claim, the Contractor shall proceed diligently with the performance of the Contract in a manner consistent with the determination of the contracting officer and the Commonwealth shall compensate the Contractor pursuant to the terms of the Contract.

31. ASSIGNABILITY AND SUBCONTRACTING

(a) Subject to the terms and conditions of this Section, this Contract shall be binding upon the parties and their respective successors and assigns.

(b) The Contractor shall not subcontract with any person or entity to perform all or any part of the work to be performed under this Contract without the prior written consent of the Contracting Officer, which consent may be withheld at the sole and absolute discretion of the Contracting Officer.

(c) The Contractor may not assign, in whole or in part, this Contract or its rights, duties, obligations, or responsibilities hereunder without the prior written consent of the Contracting Officer, which consent may be withheld at the sole and absolute discretion of the Contracting Officer.

(d) Notwithstanding the foregoing, the Contractor may, without the consent of the Contracting Officer, assign its rights to payment to be received under the Contract, provided that the Contractor provides written notice of such assignment to the Contracting Officer together with a written acknowledgement from the assignee that any such payments are subject to all of the terms and conditions of this Contract.

Page 21 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (e) For the purposes of this Contract, the term “assign” shall include, but shall not be limited to, the sale, gift, assignment, pledge, or other transfer of any ownership interest in the Contractor provided, however, that the term shall not apply to the sale or other transfer of stock of a publicly traded company.

(f) Any assignment consented to by the Contracting Officer shall be evidenced by a written assignment agreement executed by the Contractor and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of the Contract and to assume the duties, obligations, and responsibilities being assigned.

(g) A change of name by the Contractor, following which the Contractor’s federal identification number remains unchanged, shall not be considered to be an assignment hereunder. The Contractor shall give the Contracting Officer written notice of any such change of name.

32. AUDIT PROVISIONS

The Commonwealth shall have the right, at reasonable times and at a site designated by the Commonwealth, to audit the books, documents and records of the Contractor to the extent that the books, documents and records relate to costs or pricing data for the Contract. The Contractor agrees to maintain records which will support the prices charged and costs incurred for the Contract. The Contractor shall preserve books, documents, and records that relate to costs or pricing data for the Contract for a period of three (3) years from date of final payment. The Contractor shall give full and free access to all records to the Commonwealth and/or their authorized representatives.

33. ASSIGNMENT OF ANTITRUST CLAIMS

The Contractor and the Commonwealth recognize that in actual economic practice, overcharges by the Contractor’s suppliers resulting from violations of state or federal antitrust laws are in fact borne by the Commonwealth. As part of the consideration for the award of the Contract, and intending to be legally bound, the Contractor assigns to the Commonwealth all right, title and interest in and to any claims the Contractor now has, or may acquire, under state or federal antitrust laws relating to the Supplies and Services which are the subject of this Contract.

34. PATENT, COPYRIGHT, TRADEMARK, AND TRADE SECRET PROTECTION

(a) The Contractor shall hold the Commonwealth harmless from any suit or proceeding which may be brought by a third party against the Commonwealth, its departments, officers or employees for the alleged infringement of any United States patents, copyrights, or trademarks, or for a misappropriation of trade secrets arising out of performance of this Contract, including all work, Services, materials, reports, studies, and computer programs provided by the Contractor, and in any such suit or proceeding will satisfy any final award for such infringement, including costs. The Commonwealth agrees to give Contractor prompt notice of any such claim of which

Page 22 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services it learns. Pursuant to the Commonwealth Attorneys Act 71 P.S. § 732-10—732- 506, the Office of Attorney General (OAG) has the sole authority to represent the Commonwealth in actions brought against the Commonwealth. The OAG may, however, in its sole discretion and under the terms it deems appropriate, delegate its right of defense. If OAG delegates the defense to the Contractor, the Commonwealth will cooperate with all reasonable requests of Contractor made in the defense of such suits. No settlement which prevents the Commonwealth from continuing to use the Developed Materials as provided herein shall be made without the Commonwealth’s prior written consent. In all events, the Commonwealth shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. It is expressly agreed by the Contractor that, in the event it requests that the Commonwealth to provide support to the Contractor in defending any such claim, the Contractor shall reimburse the Commonwealth for all expenses (including attorneys’ fees, if such are made necessary by the Contractor’s request) incurred by the Commonwealth for such support. If OAG does not delegate the defense of the matter, the Contractor’s obligation to indemnify ceases. The Contractor will, at its expense, provide whatever cooperation OAG requests in the defense of the suit.

(b) The Contractor agrees to exercise reasonable due diligence to prevent claims of infringement on the rights of third parties. The Contractor certifies that, in all respects applicable to this Contract, it has exercised and will continue to exercise due diligence to ensure that all works produced under this Contract do not infringe on the patents, copyrights, trademarks, trade secrets or other proprietary interests of any kind which may be held by third parties. The Contractor also agrees to certify that work produced for the Commonwealth under this contract shall be free and clear from all claims of any nature.

(c) If the defense of the suit is delegated to the Contractor, the Contractor shall pay all damages and costs awarded therein against the Commonwealth. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization.

(d) If, in the Contractor’s opinion, the products, materials, reports, studies, or computer programs furnished hereunder are likely to or do become subject to a claim of infringement of a United States patent, copyright, or trademark, or for a misappropriation of trade secret, then without diminishing the Contractor’s obligation to satisfy any final award, the Contractor may, at its option and expense, substitute functional equivalents for the alleged infringing products, materials, reports, studies, or computer programs or, at the Contractor’s option and expense, obtain the rights for the Commonwealth to continue the use of such products, materials, reports, studies, or computer programs.

(e) If any of the products, materials, reports, studies, or computer programs provided by the Contractor are in such suit or proceeding held to constitute infringement and

Page 23 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services the use or publication thereof is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to publish or continue use of such infringing products, materials, reports, studies, or computer programs, replace them with non-infringing items, or modify them so that they are no longer infringing.

(f) If the Contractor is unable to do any of the preceding, the Contractor agrees to pay the Commonwealth:

(i) any amounts paid by the Commonwealth less a reasonable amount based on the acceptance and use of the deliverable;

(ii) any license fee less an amount for the period of usage of any Software; and

(iii) the prorated portion of any Service fees representing the time remaining in any period of Service for which payment was made.

(g) The obligations of the Contractor under this Section continue without time limit and survive the termination of this Contract.

(h) Notwithstanding the above, the Contractor shall have no obligation for:

(i) modification of any product, Service, or deliverable provided by the Commonwealth;

(ii) any material provided by the Commonwealth to the Contractor and incorporated into, or used to prepare, a product, Service, or deliverable;

(iii) use of the product, Service, or deliverable in other than its specified operating environment;

(iv) the combination, operation, or use of the product, Service, or deliverable with other products, Services, or deliverables not provided by the Contractor as a system or the combination, operation, or use of the product, service, or deliverable, with any products, data or apparatus that the Contractor did not provide;

(v) infringement of a non-Contractor product alone;

(vi) the Commonwealth’s distribution, marketing or use beyond the scope contemplated by the Contract; or

(vii) the Commonwealth’s failure to use corrections or enhancements made available to the Commonwealth by the Contractor at no charge.

Page 24 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (i) The obligation to indemnify the Commonwealth, under the terms of this Section 34, shall be the Contractor’s sole and exclusive obligation for the infringement or misappropriation of intellectual property.

35. OWNERSHIP RIGHTS

The Commonwealth shall have unrestricted authority to reproduce, distribute, and use any submitted report, data or material, and any Software or modifications and any associated Documentation that is designed or developed and delivered to the Commonwealth as part of the performance of the Contract except as otherwise set forth in a Statement of Work attached to a Purchase Order issued under this Contract or an applicable Software license agreement.

36. NONDISCRIMINATION/SEXUAL HARASSMENT CLAUSE

The Contractor agrees:

(a) In the hiring of any employee(s) for the manufacture of supplies, performance of work, or any other activity required under the contract or any subcontract, the Contractor, each subcontractor, or any person acting on behalf of the Contractor or subcontractor shall not discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the Pennsylvania Human Relations Act (PHRA) and applicable federal laws, against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

(b) Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, against or intimidate any employee involved in the manufacture of supplies, the performance of work, or any other activity required under the contract.

(c) The Contractor and each subcontractor shall establish and maintain a written nondiscrimination and sexual harassment policy and shall inform their employees in writing of the policy. The policy must contain a provision that sexual harassment will not be tolerated and employees who practice it will be disciplined. Posting this Nondiscrimination/Sexual Harassment Clause conspicuously in easily-accessible and well-lighted places customarily frequented by employees and at or near where the contracted services are performed shall satisfy this requirement for employees with an established work site.

(d) The Contractor and each subcontractor shall not discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of PHRA and applicable federal laws, against any subcontractor or supplier who is qualified to perform the work to which the contract relates.

Page 25 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(e) The Contractor and each subcontractor represents that it is presently in compliance with and will maintain compliance with all applicable federal, state, and local laws, regulations and policies relating to nondiscrimination and sexual harassment. The Contractor and each subcontractor further represents that it has filed a Standard Form 100 Employer Information Report (“EEO-1”) with the U.S. Equal Employment Opportunity Commission (“EEOC”) and shall file an annual EEO-1 report with the EEOC as required for employers’ subject to Title VII of the Civil Rights Act of 1964, as amended, that have 100 or more employees and employers that have federal government contracts or first-tier subcontracts and have 50 or more employees. The Contractor and each subcontractor shall, upon request and within the time periods requested by the Commonwealth, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to their books, records, and accounts by the contracting agency and the Bureau of Diversity, Inclusion and Small Business Opportunities for purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause.

(f) The Contractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subcontract so that those provisions applicable to subcontractors will be binding upon each subcontractor.

(g) The Contractor’s and each subcontractor’s obligations pursuant to these provisions are ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, the Contractor and each subcontractor shall have an obligation to inform the Commonwealth if, at any time during the term of the contract, it becomes aware of any actions or occurrences that would result in violation of these provisions.

(h) The Commonwealth may cancel or terminate the contract and all money due or to become due under the contract may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the agency may proceed with debarment or suspension and may place the Contractor in the Contractor Responsibility File.

37. CONTRACTOR INTEGRITY PROVISIONS

It is essential that those who seek to contract with the Commonwealth of Pennsylvania (“Commonwealth”) observe high standards of honesty and integrity. They must conduct themselves in a manner that fosters public confidence in the integrity of the Commonwealth procurement process.

(a) DEFINITIONS. For purposes of these Contractor Integrity Provisions, the following terms shall have the meanings found in this section:

(i) “Affiliate” means two or more entities where (a) a parent entity owns more than fifty percent of the voting stock of each of the entities; or (b) a common

Page 26 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services shareholder or group of shareholders owns more than fifty percent of the voting stock of each of the entities; or (c) the entities have a common proprietor or general partner.

(ii) “Consent” means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of the execution of this contract.

(iii) “Contractor” means the individual or entity, that has entered into this contract with the Commonwealth.

(iv) “Contractor Related Parties” means any affiliates of the Contractor and the Contractor’s executive officers, Pennsylvania officers and directors, or owners of 5 percent or more interest in the Contractor.

(v) “Financial Interest” means either: (1) Ownership of more than a five percent interest in any business; or (2) Holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

(vi) “Gratuity” means tendering, giving, or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, the 4 Pa. Code §7.153(b), shall apply.

(vii) “Non-bid Basis” means a contract awarded or executed by the Commonwealth with Contractor without seeking bids or proposals from any other potential bidder or offeror.

(b) In furtherance of this policy, Contractor agrees to the following:

(c) Contractor shall maintain the highest standards of honesty and integrity during the performance of this contract and shall take no action in violation of state or federal laws or regulations or any other applicable laws or regulations, or other requirements applicable to Contractor or that govern contracting with the Commonwealth.

(d) Contractor shall establish and implement a written business integrity policy, which includes, at a minimum, the requirements of these provisions as they relate to Contractor employee activity with the Commonwealth and Commonwealth employees, and which is distributed and made known to all Contractor employees.

Page 27 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (e) Contractor, its affiliates, agents and employees shall not influence, or attempt to influence, any Commonwealth employee to breach the standards of ethical conduct for Commonwealth employees set forth in the Public Official and Employees Ethics Act, 65 Pa.C.S. §§ 1101 et seq.; the State Adverse Interest Act, 71 P.S. §776.1 et seq.; and the Governor’s Code of Conduct, Executive Order 1980-18, 4 Pa. Code §7.151 et seq., or to breach any other state or federal law or regulation.

(f) Contractor, its affiliates, agents and employees shall not offer, give, or agree or promise to give any gratuity to a Commonwealth official or employee or to any other person at the direction or request of any Commonwealth official or employee.

(g) Contractor, its affiliates, agents and employees shall not offer, give, or agree or promise to give any gratuity to a Commonwealth official or employee or to any other person, the acceptance of which would violate the Governor’s Code of Conduct, Executive Order 1980-18, 4 Pa. Code §7.151 et seq. or any statute, regulation, statement of policy, management directive or any other published standard of the Commonwealth.

(h) Contractor, its affiliates, agents and employees shall not, directly or indirectly, offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for the decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty by any Commonwealth official or employee.

(i) Contractor, its affiliates, agents, employees, or anyone in privity with him or her shall not accept or agree to accept from any person, any gratuity in connection with the performance of work under the contract, except as provided in the contract.

(j) Contractor shall not have a financial interest in any other contractor, subcontractor, or supplier providing services, labor, or material on this project, unless the financial interest is disclosed to the Commonwealth in writing and the Commonwealth consents to Contractor’s financial interest prior to Commonwealth execution of the contract. Contractor shall disclose the financial interest to the Commonwealth at the time of bid or proposal submission, or if no bids or proposals are solicited, no later than Contractor’s submission of the contract signed by Contractor.

(k) Contractor, its affiliates, agents and employees shall not disclose to others any information, documents, reports, data, or records provided to, or prepared by, Contractor under this contract without the prior written approval of the Commonwealth, except as required by the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101—3104, or other applicable law or as otherwise provided in this contract. Any information, documents, reports, data, or records secured by Contractor from the Commonwealth or a third party in connection with the performance of this contract shall be kept confidential unless disclosure of such information is:

(i) Approved in writing by the Commonwealth prior to its disclosure; or

Page 28 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(ii) Directed by a court or other tribunal of competent jurisdiction unless the contract requires prior Commonwealth approval; or

(iii) Required for compliance with federal or state securities laws or the requirements of national securities exchanges; or

(iv) Necessary for purposes of Contractor’s internal assessment and review; or

(v) Deemed necessary by Contractor in any action to enforce the provisions of this contract or to defend or prosecute claims by or against parties other than the Commonwealth; or

(vi) Permitted by the valid authorization of a third party to whom the information, documents, reports, data, or records pertain: or

(vii) Otherwise required by law.

(l) Contractor certifies that neither it nor any of its officers, directors, associates, partners, limited partners or individual owners has been officially notified of, charged with, or convicted of any of the following and agrees to immediately notify the Commonwealth agency contracting officer in writing if and when it or any officer, director, associate, partner, limited partner or individual owner has been officially notified of, charged with, convicted of, or officially notified of a governmental determination of any of the following:

(i) Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.

(ii) Commission of fraud or a criminal offense or other improper conduct or knowledge of, approval of or acquiescence in such activities by Contractor or any affiliate, officer, director, associate, partner, limited partner, individual owner, or employee or other individual or entity associated with:

(1) obtaining;

(2) attempting to obtain; or

(3) performing a public contract or subcontract.

(iii) Contractor’s acceptance of the benefits derived from the conduct shall be deemed evidence of such knowledge, approval or acquiescence.

(iv) Violation of federal or state antitrust statutes.

(v) Violation of any federal or state law regulating campaign contributions.

Page 29 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(vi) Violation of any federal or state environmental law.

(vii) Violation of any federal or state law regulating hours of labor, minimum wage standards or prevailing wage standards; discrimination in wages; or child labor violations.

(viii) Violation of the Act of June 2, 1915 (P.L.736, No. 338), known as the Workers’ Compensation Act, 77 P.S. 1 et seq.

(ix) Violation of any federal or state law prohibiting discrimination in employment.

(x) Debarment by any agency or department of the federal government or by any other state.

(xi) Any other crime involving moral turpitude or business honesty or integrity.

(xii) Contractor acknowledges that the Commonwealth may, in its sole discretion, terminate the contract for cause upon such notification or when the Commonwealth otherwise learns that Contractor has been officially notified, charged, or convicted.

(m) If this contract was awarded to Contractor on a non-bid basis, Contractor must, (as required by Section 1641 of the Pennsylvania Election Code) file a report of political contributions with the Secretary of the Commonwealth on or before February 15 of the next calendar year. The report must include an itemized list of all political contributions known to Contractor by virtue of the knowledge possessed by every officer, director, associate, partner, limited partner, or individual owner that has been made by:

(i) Any officer, director, associate, partner, limited partner, individual owner or members of the immediate family when the contributions exceed an aggregate of one thousand dollars ($1,000) by any individual during the preceding year; or

(ii) Any employee or members of his immediate family whose political contribution exceeded one thousand dollars ($1,000) during the preceding year.

(iii) To obtain a copy of the reporting form, Contractor shall contact the Bureau of Commissions, Elections and Legislation, Division of Campaign Finance and Lobbying Disclosure, Room 210, North Office Building, Harrisburg, PA 17120.

Page 30 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (n) Contractor shall comply with requirements of the Lobbying Disclosure Act, 65 Pa. C.S. § 13A01 et seq., and the regulations promulgated pursuant to that law. Contractor employee activities prior to or outside of formal Commonwealth procurement communication protocol are considered lobbying and subjects the Contractor employees to the registration and reporting requirements of the law. Actions by outside lobbyists on Contractor’s behalf, no matter the procurement stage, are not exempt and must be reported.

(o) When Contractor has reason to believe that any breach of ethical standards as set forth in law, the Governor’s Code of Conduct, or in these provisions has occurred or may occur, including but not limited to contact by a Commonwealth officer or employee which, if acted upon, would violate such ethical standards, Contractor shall immediately notify the Commonwealth contracting officer or Commonwealth Inspector General in writing.

(p) Contractor, by submission of its bid or proposal and/or execution of this contract and by the submission of any bills, invoices or requests for payment pursuant to the contract, certifies and represents that it has not violated any of these contractor integrity provisions in connection with the submission of the bid or proposal, during any contract negotiations or during the term of the contract.

(q) Contractor shall cooperate with the Office of Inspector General in its investigation of any alleged Commonwealth employee breach of ethical standards and any alleged Contractor non-compliance with these provisions. Contractor agrees to make identified Contractor employees available for interviews at reasonable times and places. Contractor, upon the inquiry or request of the Office of Inspector General, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Inspector General to Contractor’s integrity and compliance with these provisions. Such information may include, but shall not be limited to, Contractor’s business or financial records, documents or files of any type or form that refers to or concern this contract.

(r) For violation of any of these Contractor Integrity Provisions, the Commonwealth may terminate this and any other contract with Contractor, claim liquidated damages in an amount equal to the value of anything received in breach of these provisions, claim damages for all additional costs and expenses incurred in obtaining another contractor to complete performance under this contract, and debar and suspend Contractor from doing business with the Commonwealth. These rights and remedies are cumulative, and the use or non-use of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, or otherwise.

(s) For purposes of these Contractor Integrity Provisions, the following terms shall have the meanings found in this Subsection.

Page 31 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (i) “Confidential information” means information that a) is not already in the public domain; b) is not available to the public upon request; c) is not or does not become generally known to Contractor from a third party without an obligation to maintain its confidentiality; d) has not become generally known to the public through an act or omission of Contractor; or e) has not been independently developed by Contractor without the use of confidential information of the Commonwealth.

(ii) “Consent” means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by pre-qualification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of execution of this contract.

(iii) “Contractor” means the individual or entity that has entered into this contract with the Commonwealth, including those directors, officers, partners, managers, and owners having more than a five percent interest in Contractor.

(iv) “Financial interest” means:

(1) Ownership of more than a five percent interest in any business; or

(2) Holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

(v) “Gratuity” means tendering, giving or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, the 4 Pa. Code §7.153(b), shall apply.

(vi) “Immediate family” means a spouse and any unemancipated child.

(vii) “Non-bid basis” means a contract awarded or executed by the Commonwealth with Contractor without seeking bids or proposals from any other potential bidder or offeror.

(viii) “Political contribution” means any payment, gift, subscription, assessment, contract, payment for services, dues, loan, forbearance, advance or deposit of money or any valuable thing, to a candidate for public office or to a political committee, including but not limited to a political action committee, made for the purpose of influencing any election in the Commonwealth of Pennsylvania or for paying debts incurred by or for a candidate or committee before or after any election.

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38. CONTRACTOR RESPONSIBILITY PROVISIONS

(a) For the purpose of these provisions, the term Contractor is defined as any person, including, but not limited to, a bidder, offeror, loan recipient, grantee or lessor, who has furnished or performed or seeks to furnish or perform, goods, supplies, services, leased space, construction or other activity, under a contract, grant, lease, purchase order or reimbursement agreement with the Commonwealth of Pennsylvania (Commonwealth). The term Contractor includes a permittee, licensee, or any agency, political subdivision, instrumentality, public authority, or other public entity in the Commonwealth.

(b) The Contractor certifies, in writing, for itself and its subcontractors required to be disclosed or approved by the Commonwealth, that as of the date of its execution of this Bid/Contract, that neither the Contractor, nor any such subcontractors, are under suspension or debarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the Contractor cannot so certify, then it agrees to submit, along with its Bid/Contract, a written explanation of why such certification cannot be made.

(c) The Contractor also certifies, in writing, that as of the date of its execution of this Bid/Contract it has no tax liabilities or other Commonwealth obligations, or has filed a timely administrative or judicial appeal if such liabilities or obligations exist, or is subject to a duly approved deferred payment plan if such liabilities exist.

(d) The Contractor’s obligations pursuant to these provisions are ongoing from and after the effective date of the Contract through the termination date thereof. Accordingly, the Contractor shall have an obligation to inform the Commonwealth if, at any time during the term of the Contract, it becomes delinquent in the payment of taxes, or other Commonwealth obligations, or if it or, to the best knowledge of the Contractor, any of its subcontractors are suspended or debarred by the Commonwealth, the federal government, or any other state or governmental entity. Such notification shall be made within 15 days of the date of suspension or debarment.

(e) The failure of the Contractor to notify the Commonwealth of its suspension or debarment by the Commonwealth, any other state, or the federal government shall constitute an event of default of the Contract with the Commonwealth.

(f) The Contractor agrees to reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of State Inspector General for investigations of the Contractor’s compliance with the terms of this or any other agreement between the Contractor and the Commonwealth that results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for investigative

Page 33 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services costs for investigations that do not result in the Contractor’s suspension or debarment.

(g) The Contractor may obtain a current list of suspended and debarred Commonwealth contractors by either searching the Internet at http://www.dgs.pa.gov or contacting the: Department of General Services Office of Chief Counsel 603 North Office Building Harrisburg, PA 17125 Telephone No: (717) 783-6472 FAX No: (717) 787-9138

39. AMERICANS WITH DISABILITIES ACT

(a) Pursuant to federal regulations promulgated under the authority of The Americans With Disabilities Act, 28 C.F.R. § 35.101 et seq., the Contractor understands and agrees that it shall not cause any individual with a disability to be excluded from participation in this Contract or from activities provided for under this Contract on the basis of the disability. As a condition of accepting this contract, the Contractor agrees to comply with the “General Prohibitions Against Discrimination,” 28 C.F.R. § 35.130, and all other regulations promulgated under Title II of The Americans With Disabilities Act which are applicable to all benefits, services, programs, and activities provided by the Commonwealth of Pennsylvania through contracts with outside contractors.

(b) The Contractor shall be responsible for and agrees to indemnify and hold harmless the Commonwealth of Pennsylvania from all losses, damages, expenses, claims, demands, suits, and actions brought by any party against the Commonwealth of Pennsylvania as a result of the Contractor’s failure to comply with the provisions of Subsection (a) above.

40. RIGHT-TO-KNOW LAW

(a) The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101—3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency.

(b) If the Commonwealth needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the Commonwealth.

(c) Upon written notification from the Commonwealth that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this

Page 34 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall:

(i) Provide the Commonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and

(ii) Provide such other assistance as the Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract.

(d) If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL.

(e) The Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the Commonwealth’s determination.

(f) If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the Commonwealth.

(g) The Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable.

(h) The Contractor may file a legal challenge to any Commonwealth decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Contractor shall indemnify the Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor’s failure,

Page 35 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services including any statutory damages assessed against the Commonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the Commonwealth’s disclosure of Requested Information pursuant to the RTKL.

(i) The Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

41. INFORMATION TECHNOLOGY POLICIES

The Contractor shall comply with the IT standards and policies issued by the Governor’s Office of Administration, Office for Information Technology (OA/OIT) (located at: http://www.oa.pa.gov/Policies/Pages/itp.aspx), including the accessibility standards set out in IT Policy ACC001, Accessibility Policy. The Contractor shall ensure that Services and Supplies procured under this Contract comply with the applicable standards. In the event such standards change during the Contractor’s performance, and the Commonwealth requests that the Contractor comply with the changed standard, then any incremental costs incurred by the Contractor to comply with such changes shall be paid for pursuant to a change order to the Contract.

42. VIRUS, MALICIOUS, MISCHIEVOUS OR DESTRUCTIVE PROGRAMMING

(a) Notwithstanding any other provision in this Contract to the contrary, if the Contractor or any of its employees, subcontractors or consultants introduces a virus or malicious, mischievous or destructive programming into the Commonwealth’s Software or computer networks and has failed to comply with the Commonwealth software security standards, and provided further that the Commonwealth can demonstrate that the virus or malicious, mischievous or destructive programming was introduced by the Contractor or any of its employees, subcontractors or consultants, the Contractor shall be liable for any damage to any data and/or Software owned or licensed by the Commonwealth. The Contractor shall be liable for any damages incurred by the Commonwealth including, but not limited to, the expenditure of Commonwealth funds to eliminate or remove a computer virus or malicious, mischievous or destructive programming that result from the Contractor’s failure to take proactive measures to keep virus or malicious, mischievous or destructive programming from originating from the Contractor, its servants, agents or employees through appropriate firewalls and maintenance of anti-virus software and software security updates (such as operating systems security patches, etc.). In the event of destruction or modification of software, the Contractor shall eliminate the virus, malicious, mischievous or destructive programming, restore the Commonwealth’s Software, and be liable to the Commonwealth for any resulting damages. The Contractor shall be responsible for reviewing Commonwealth software security standards in effect at the commencement of the Contract and complying with those standards. The

Page 36 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services Contractor’s liability shall cease if the Commonwealth has not fully complied with its own software security standards.

(b) The Contractor shall perform a security scan on any software or computer program developed by the Contractor or its subcontractors in a country other than the United States of America that may come in contact with the Commonwealth’s software or computer networks. Contractor shall perform such security scan prior to introducing any such software or computer program into a Commonwealth development environment, test environment or production environment. The results of these security scans will be provided to the Commonwealth prior to installing into any Commonwealth development environment, test environment or production environment. The Commonwealth may perform, at its discretion, additional security scans on any Software or computer program prior to installing in a Commonwealth environment as listed above.

(c) The Commonwealth may, at any time, audit, by a means deemed appropriate by the Commonwealth, any computing devices being used by representatives of the Contractor to provide Reseller Services to the Commonwealth that will be connected to a Commonwealth network for the sole purpose of determining whether those devices have anti-virus software with current virus signature files and the current minimum operating system patches or workarounds have been installed. Devices found to be out of compliance will immediately be disconnected and will not be permitted to connect or reconnect to the Commonwealth network until the proper installations have been made. The Commonwealth shall not install any software or monitoring tools on the Contractor’s equipment without the Contractor’s written consent to do so.

(d) The Contractor may use the anti-virus software used by the Commonwealth to protect Contractor’s computing devices used in the course of providing Reseller Services to the Commonwealth. It is understood that the Contractor may not install the software on any computing device not being used to provide Reseller Services to the Commonwealth, and that all copies of the software will be removed from all devices upon termination of this Contract.

(e) Neither the Commonwealth nor the Issuing Agency will be responsible for any damages to the Contractor’s computers, data, software, etc. caused as a result of the installation of the Commonwealth’s anti-virus software or monitoring software on the Contractor’s computers.

43. BACKGROUND CHECKS

(a) The Contractor must, at its expense, arrange for a background check for each of its employees, as well as the employees of any of its subcontractors, who will have access to Commonwealth facilities, either through on-site access or through remote access. Background checks are to be conducted via the Request for Criminal Record Check form and procedure found at http://www.psp.pa.gov/Pages/Request-a-

Page 37 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services Criminal-History-Record.aspx#. The background check must be conducted prior to initial access and on an annual basis thereafter.

(b) Before the Commonwealth will permit access to the Contractor, the Contractor must provide written confirmation that the background checks have been conducted. If, at any time, it is discovered that a Contractor employee has a criminal record that includes a felony or misdemeanor involving terroristic behavior, violence, use of a lethal weapon, or breach of trust/fiduciary responsibility or which raises concerns about building, system or personal security or is otherwise job-related, the Contractor shall not assign that employee to any Commonwealth facilities, shall remove any access privileges already given to the employee and shall not permit that employee remote access unless the Commonwealth consents to the access, in writing, prior to the access. The Commonwealth may withhold its consent in its sole discretion. Failure of the Contractor to comply with the terms of this Section 42 on more than one occasion or Contractor’s failure to appropriately address any single failure to the satisfaction of the Commonwealth may result in the Contractor being deemed in default of its Contract.

(c) The Commonwealth specifically reserves the right of the Commonwealth to conduct background checks over and above that described herein.

(d) Access to certain Capitol Complex buildings and other state office buildings is controlled by means of card readers and secured visitors’ entrances. Commonwealth contracted personnel who have regular and routine business in Commonwealth worksites may be issued a photo identification or access badge subject to the requirements of the contracting agency and DGS set forth in Enclosure 3 of Commonwealth Management Directive 625.10 Amended, Card Reader and Emergency Response Access to Certain Capitol Complex Buildings and Other State Office Buildings. The requirements, policy and procedures include a processing fee payable by the Contractor for contracted personnel photo identification or access badges.

44. SERVICE LEVELS

(a) The Contractor shall comply with the procedures and requirements of the Service Level Agreements set forth in Exhibit B, which are made part of this Contract.

(b) Where there are expressly defined Service Levels, Contractor shall measure and report its performance against these standards on at least a monthly basis, except as many otherwise be agreed between the Parties in respect of Services performed less frequently than monthly. All Services without expressly defined Service Levels must be performed at least to the same degree of accuracy, completeness, efficiency, quality and timeliness as is provided by well-managed suppliers providing services similar to the Services, so long as such performance is commercially and operationally reasonable.

Page 38 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(a) The Commonwealth’s acceptance of any financial credit incurred by the Contractor in favor of the Commonwealth for a Service Level default (“Service Level Credit”) shall not bar or impair Commonwealth’s rights and remedies in respect of the failure or root cause as set forth elsewhere in this Contract, including without limitation claims for liquidated damages, injunctive relief and termination rights, provided however, Service Level Credits paid would be credited against any such claims for damages.

45. ENVIRONMENTAL PROVISIONS

In the performance of the Contract, the Contractor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations, including, but not limited to, the Clean Streams Law, Act of June 22, 1937 (P.L. 1987, No. 394), as amended 35 P.S. § 691.601, et seq.; the Pennsylvania Solid Waste Management Act, Act of July 7, 1980 (P.L. 380, No. 97), as amended, 35 P.S. § 6018.101, et seq.; and the Dam Safety and Encroachment Act, Act of November 26, 1978 (P.L. 1375, No. 325), as amended, 32 P.S. § 693.1.

46. POST-CONSUMER RECYCLED CONTENT

(a) Except as specifically waived by the Department of General Services in writing, any products which are provided to the Commonwealth as a part of the performance of the Contract must meet the minimum percentage levels for total recycled content as specified on the Department of General Services website at www.dgs.state.pa.us on the date of submission of the bid, proposal or contract offer.

(b) Recycled Content Enforcement: The Contractor may be required, after delivery of the Contract item(s), to provide the Commonwealth with documentary evidence that the item(s) was in fact produced with the required minimum percentage of post- consumer and recovered material content.

47. HAZARDOUS SUBSTANCES

(a) The Contractor shall provide information to the Commonwealth about the identity and hazards of hazardous substances supplied or used by the Contractor in the performance of the Contract. The Contractor must comply with Act 159 of October 5, 1984, P.L. 734, No., 159, known as the Worker and Community Right-to-Know Act, as amended, 35 P.S. §§ 7301—7320 (the “Act”) and the regulations promulgated pursuant thereto at 34 Pa. Code §§ 301.1—323.6.

(b) Labeling. The Contractor shall insure that each individual product (as well as the carton, container or package in which the product is shipped) of any of the following substances (as defined by the Act and the regulations) supplied by the Contractor is clearly labeled, tagged or marked with the information listed in Paragraphs (i) through (iv):

Page 39 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(i) Hazardous substances:

(1) The chemical name or common name,

(2) A hazard warning, and

(3) The name, address and telephone number of the manufacturer.

(ii) Hazardous mixtures:

(1) The common name, but if none exists, then the trade name,

(2) The chemical or common name of special hazardous substances comprising .01% or more of the mixture,

(3) The chemical or common name of hazardous substances consisting 1.0% or more of the mixture,

(4) A hazard warning, and

(5) The name, address and telephone number of the manufacturer.

(iii) Single chemicals:

(1) The chemical name or the common name,

(2) A hazard warning, if appropriate, and

(3) The name, address and telephone number of the manufacturer.

(iv) Chemical Mixtures:

(1) The common name, but if none exists, then the trade name,

(2) A hazard warning, if appropriate,

(3) The name, address, and telephone number of the manufacturer, and

(4) The chemical name or common name of either the top five substances by volume or those substances consisting of 5.0% or more of the mixture.

(v) A common name or trade name may be used only if the use of the name more easily or readily identifies the true nature of the hazardous substance, hazardous mixture, single chemical, or mixture involved.

Page 40 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(vi) Container labels shall provide a warning as to the specific nature of the hazard arising from the substance in the container.

(vii) The hazard warning shall be given in conformity with one of the nationally recognized and accepted systems of providing warnings, and hazard warnings shall be consistent with one or more of the recognized systems throughout the workplace. Examples are:

(1) NFPA 704, Identification of the Fire Hazards of Materials.

(2) National Paint and Coatings Association: Hazardous Materials Identification System.

(3) American Society for Testing and Materials, Safety Alert Pictorial Chart.

(4) American National Standard Institute, Inc., for the Precautionary Labeling of Hazardous Industrial Chemicals.

(viii) Labels must be legible and prominently affixed to and displayed on the product and the carton, container, or package so that employees can easily identify the substance or mixture present therein.

(c) Material Safety Data Sheet. The Contractor shall provide Material Safety Data Sheets (MSDS) with the information required by the Act and the regulations for each hazardous substance or hazardous mixture. The Commonwealth must be provided an appropriate MSDS with the initial shipment and with the first shipment after an MSDS is updated or product changed. For any other chemical, the Contractor shall provide an appropriate MSDS, if the manufacturer, importer, or supplier produces or possesses the MSDS. The Contractor shall also notify the Commonwealth when a substance or mixture is subject to the provisions of the Act. Material Safety Data Sheets may be attached to the carton, container, or package mailed to the Commonwealth at the time of shipment.

48. COVENANT AGAINST CONTINGENT FEES

The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the Commonwealth shall have the right to terminate the Contract without liability or in its discretion to deduct from the Contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee.

Page 41 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services 49. APPLICABLE LAW

(a) This Contract shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the decisions of the Pennsylvania courts. The Contractor consents to the jurisdiction of any court of the Commonwealth of Pennsylvania and any federal courts in Pennsylvania, waiving any claim or defense that such forum is not convenient or proper. The Contractor agrees that any such court shall have in personam jurisdiction over it, and consents to service of process in any manner authorized by Pennsylvania law.

(b) No provision of this Contract may be construed to waive or limit the sovereign immunity of the Commonwealth of Pennsylvania or its governmental sub-units.

50. COMPLIANCE WITH LAW

The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in the performance of the Contract.

51. INTEGRATION

This Contract, including all referenced documents, and any Purchase Order constitutes the entire agreement between the parties. No agent, representative, employee or officer of either the Commonwealth or the Contractor has authority to make, or has made, any statement, agreement or representation, oral or written, in connection with the Contract, which in any way can be deemed to modify, add to or detract from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of the Contract. No modifications, alterations, changes, or waiver to the Contract or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties.

52. CHANGES

The Commonwealth reserves the right to make changes at any time during the term of the Contract or any renewals or extensions thereof: 1) to increase or decrease the quantities resulting from variations between any estimated quantities in the Contract and actual quantities; 2) to make changes to the Reseller Services within the scope of the Contract; 3) to notify the Contractor that the Commonwealth is exercising any Contract renewal or extension option; or 4) to modify the time of performance that does not alter the scope of the Contract to extend the completion date beyond the Expiration Date of the Contract or any renewals or extensions thereof. Any such change shall be made by the Contracting Officer by notifying the Contractor in writing. The change shall be effective as of the date of the change, unless the notification of change specifies a later effective date. Such increases, decreases, changes, or modifications will not invalidate the Contract, nor, if performance security is being furnished in conjunction with the Contract, release the

Page 42 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services security obligation. The Contractor agrees to provide the service in accordance with the change order. Any dispute by the Contractor in regard to the performance required by any notification of change shall be handled in accordance with Section 30, Contract Controversies.

53. NOTICE

Any written notice to any party under this Contract shall be deemed sufficient if delivered personally, or by facsimile, telecopy, electronic or digital transmission (provided such delivery is confirmed), or by a recognized overnight courier service (e.g., DHL, Federal Express, etc.) with confirmed receipt, or by certified or registered United States mail, postage prepaid, return receipt requested, and sent to following:

(a) If to the Contractor: the Contractor’s address as recorded in the Commonwealth’s Supplier Registration system.

(b) If to the Commonwealth: the address of the Contracting Officer as set forth on the Contract.

54. INSTALLMENT PURCHASE TERMS AND CONDITIONS

To the extent that the Contractor offers the Commonwealth or any purchasing agency (“Purchaser”) the option to pay for any items covered by the Contract in installments over time, these Installment Purchase Terms and Conditions, in addition to the other terms and conditions of the Contract, shall govern the Installment Purchase. If a Purchaser desires to purchase items on an installment basis, the Purchaser shall indicate its Installment Purchase election on the Purchase Order issued to the Contractor (“Installment Purchase PO”). By issuing an Installment Purchase PO, the Purchaser explicitly agrees to these Installment Purchase Terms and Conditions. To the extent that there is a conflict between the other terms and conditions of the Contract and these Installment Purchase Terms and Conditions, these Installment Purchase Terms and Conditions shall prevail to the extent that the Purchaser has elected an Installment Purchase option.

(a) Term of Installment Purchase. The Contractor may provide any Installment Items under the Contract for any term up to 60 months. The Purchaser shall identify the term selected on the Installment Purchase PO. The Installment Purchase term shall commence on the date the Purchaser accepts the Installment Items by executing the Acceptance Certificate, and the term shall continue for the length specified on the Installment Purchase PO. The form of the Acceptance Certificate is attached as Appendix 1.

If the Contractor delivers the Contract items in more than one delivery, unless otherwise specified in Exhibit B, Specifications, or the Installment Purchase PO, the Purchaser will provide separate acceptance certificates for each delivery of the items, and the Purchaser will make separate payments for the Contract items

Page 43 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services corresponding to the amount of Contract items delivered and accepted 30 days prior to the payment due date.

(b) Payments.

(i) Full Term Intention. The Purchaser shall pay the applicable monthly payment for the Installment Items. The Purchaser shall continue payment for the full Installment Purchase term, unless the Purchaser terminates the Installment Purchase, either for Contractor default as set forth in the Default provision of the Contract or for non-appropriation of funds as specified in this section.

(ii) Non-Appropriation. The Purchaser’s obligation is payable only and solely from funds allotted for the purpose of the Installment Purchase. If sufficient funds are not appropriated for continuation of performance under any Installment Purchase for any fiscal year subsequent to the one in which the Purchaser issued the Installment Purchase PO, the Purchaser may return the Installment items to the Contractor/Initial Assignee (as applicable), and thereafter the Contractor/Initial Assignee will release the Purchaser of all further obligations under the Installment Purchase, provided:

(1) The Purchaser delivers unencumbered title to the Installment items to the contractor or Initial Assignee (if applicable);

(2) The Purchaser returns the Installment items to the Contractor/Initial Assignee in good condition, reasonable wear and tear excepted; and

(3) The Purchaser gives 30 days written notice of the failure of appropriations to the Contractor/Initial Assignee, along with a certification that the Installment Items are not being replaced by similar items from another vendor. In the event the Purchaser returns the Installment Items for failure of appropriations, the Purchaser shall pay all amounts then due under the Installment Purchase through the end of the fiscal year for which sufficient funds were appropriated for the Installment Purchase.

(c) Title and Security Interest. The title to the Installment Items shall pass to the Purchaser at the time and place of delivery to the Purchaser of each unit of equipment. The Contractor or its Initial Assignee shall have a purchase money security interest in the Installment Items until payment of all installments as set forth in the payment schedule are made, or if the Purchaser prepays its installments, upon payment of the agreed amount between the Contractor and the Purchaser as set forth in Subsection (i) of this Section.

Page 44 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (i) Upon payment of the final installment or other concluding payment option, neither the Contractor nor its assignee shall have any further interest in the Installment Items.

(ii) The Installment Items shall remain personal property and shall not become a fixture or affixed to real property without consent of the Contractor/assignee.

(iii) At the request of the Contractor or Initial Assignee, the Purchaser will join the Contractor/assignee in executing one or more UCC-1 financing statements.

(iv) The Purchaser will keep the Installment Items free and clear of all encumbrances except the Contractor’s/assignee’s security interest.

(d) Use and Location of, and Alteration to Installment Items. The Purchaser shall keep the Installment Items within the confines of the Commonwealth of Pennsylvania and shall inform the Contractor/Initial Assignee upon request of the location of the Installment Items. The Purchaser, at its own cost and expense, shall maintain the Installment Items in good operating condition and will not use or deal with the Installment Items in any manner which is inconsistent with the terms of the Contract or any applicable laws and regulations. The Purchaser agrees not to misuse, abuse, or waste the Installment Items and the Purchaser will not allow the Installment Items to deteriorate, except for ordinary wear and tear resulting from their intended use. No alterations, changes, or modifications to the Installment Items shall be made without the approval of the Contractor/Initial Assignee.

(e) Assumption of Risks.

(i) The Purchaser shall, after acceptance of the Installment Items, assume and bear the risk of damage to, or loss or theft of, the Installment Items (including all component parts) from any cause other than action or inaction of the Contractor/assignee. The loss or damage of the Installment Items shall not impair any obligation of the Purchaser under these Installment Purchase Terms and Conditions, which shall continue in full force and effect. In the event that all or part of the Installment Items shall, as a result of the above-mentioned causes, become, in the Purchaser’s reasonable determination, lost, stolen, destroyed, rendered unusable, or irreparably damaged, then the Purchaser shall notify the Contractor/assignee in writing. At its option, the Purchaser shall elect either:

(1) to replace the equipment either like equipment, or

(2) to pay pro rata to the Contractor/assignee all payments then currently due according to the payment schedule, plus the pro rata principal portion of any remaining installments. The “pro rata

Page 45 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services principal portion of remaining installment payments” is that percentage of the principal portion of remaining installment payments as of the date of payment that the cost of the units of the equipment lost, stolen, destroyed, or rendered irreparably unusable or damaged bears to the total cost of the equipment determined by the amounts set forth in the field purchase order.

(ii) The Purchaser assumes all risks and liabilities for injury to or death of any person, or damage to any property, arising out of the Purchaser’s possession, use, operation, condition, or storage of any Installment Items, as more fully set forth in Paragraph (i) of Subsection (g) of this Section.

(iii) The Purchaser agrees to insure the Installment Items as provided under Paragraph (ii) of Subsection (g) of this Section.

(f) Warranties.

(i) The Purchaser shall have the benefit of any and all manufacturer or supplier warranties for the Installment Items.

(ii) The Contractor/Initial Assignee and any subsequent assignee warrants that neither the Contractor/Initial Assignee or subsequent assignee, nor anyone acting or claiming through these parties by assignment or otherwise, will interfere with the Purchaser’s quiet enjoyment of the Installment Items so long as no event of default as defined in Subsection (j) of this Section shall have occurred and be continuing.

(g) Liability.

(i) The Purchaser assumes all risks and liabilities for injury to or death of any person or damage to any property, arising out of the Purchaser’s possession, use, operation, condition, or storage of any Installment Item, whether such injury or death be of agents or employees of the Purchaser or of third parties, and whether such property damage be to the Purchaser’s property or the property of others; provided, however, that the damage or injury results from the action or inaction of the Purchaser, its agents or employees, and provided that judgment has been obtained against the Purchaser, its agents or employees. This provision shall not be construed to limit the governmental immunity of any Purchaser.

(ii) The Purchaser shall, during the Installment Purchase term, either self-insure or purchase insurance to cover the risks it has assumed under Paragraph (i) of this Subsection, including but not limited to risks of public liability and property damage.

(h) Assignment.

Page 46 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services

(i) The Purchaser shall not assign any Installment Purchase PO or other interest in the Installment items without the prior written consent of the Contractor or its assignee. The Contractor may assign, and/or grant security interests in whole or in part in, the Installment Purchase to an Initial Assignee, who in turn may further assign and/or grant a security interest in an Installment Purchase to a subsequent assignee without the Purchaser’s consent. Any other Contractor assignment shall require the Purchaser’s prior written consent. Upon written notice to the Purchaser, the Contractor may assign payments under any Installment Purchase to a third party.

(ii) The Contractor may assign, without DGS or Purchaser consent, any Installment Purchase PO to a third party (“Initial Assignee”) who will fund the purchase of the Installment Items. The Initial Assignee may take title to, and assume the right to receive all payments for, the Installment Items. The Contractor shall notify the Purchaser of any Installment Purchase PO assignment in its acknowledgment of the Installment Purchase PO to the Purchaser, providing the Purchaser with a copy of the assignment agreement between the Contractor and the Initial Assignee.

(iii) Notwithstanding any provisions to the contrary in the Contract, in the event of an assignment to an Initial Assignee, the Initial Assignee shall be bound only to the Contractor’s obligations specified in these Installment Purchase Terms and Conditions. An Initial Assignee shall not be responsible for any of the Contractor’s additional representations, warranties, covenants, or obligations under the Contract Documents. By issuing an Installment Purchase PO, the Purchaser waives any claims it may have under the Installment Purchase against the Initial Assignee for any loss, damage, or expense caused by, defect in, or use or maintenance of any Installment Item. The Purchaser acknowledges that the Initial Assignee is not the supplier of the Installment Items and is not responsible for their selection or installation. After the ordering Purchaser executes, and the Initial Assignee receives, an acceptance certificate in the form attached to these Installment Purchase Terms and Conditions, if any portion of the Installment Items is unsatisfactory for any reason, the ordering Purchaser shall, nevertheless, continue to make payments under the applicable Installment Purchase terms and shall make any claim against the Contractor or the manufacturer, not against the Initial Assignee or any subsequent assignee of the Initial Assignee.

(iv) After a Purchaser executes and the Initial Assignee receives an acceptance certificate:

(1) The Purchaser shall, regardless of whether any portion of the Installment Items is unsatisfactory for any reason, nevertheless, continue to make payments under the applicable Installment

Page 47 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services Purchase and shall make any claim relating to the Installment Items against the Contractor or the manufacturer, not against the Initial Assignee or any subsequent assignee; and

(2) The rights of the Initial Assignee and any subsequent assignee to receive payments are absolute and unconditional and shall not be affected by any defense or right of set-off.

(v) Warranty Disclaimer. IN THE EVENT THE CONTRACTOR ASSIGNS AN INSTALLMENT PURCHASE TO AN INITIAL ASSIGNEE, SUCH INITIAL ASSIGNEE AND ANY SUBSEQUENT ASSIGNEE MAKE NO WARRANTY (OTHER THAN A WARRANTY OF QUIET ENJOYMENT OF THE INSTALLMENT ITEMS), EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AS TO THE INITIAL ASSIGNEE AND ANY SUBSEQUENT ASSIGNEE, THE PURCHASER TAKES THE EQUIPMENT AND ANY FINANCED ITEM “AS IS”. IN NO EVENT SHALL THE INITIAL ASSIGNEE OR ANY SUBSEQUENT ASSIGNEE HAVE ANY LIABILITY FOR, NOR SHALL THE PURCHASER HAVE ANY REMEDY AGAINST, THE INITIAL ASSIGNEE OR ANY SUBSEQUENT ASSIGNEE FOR CONSEQUENTIAL DAMAGES, LOSS OF SAVINGS, OR LOSS OF USE.

(i) Financing and Prepayment.

(i) If the Contractor is not the supplier of the Installment Items, the Contractor will pay the charges for the Installment Items directly to the supplier. In the event the Contractor assigns the Installment Purchase to an Initial Assignee, the Initial Assignee will pay the charges directly to the Contractor or the supplier, as applicable. If the Contractor has assigned payments under the Installment Purchase to an Initial Assignee, the Purchaser’s obligation to make payments for the Installment Items for which the Purchaser has executed and delivered acceptance certificates shall not be affected by any discontinuance, return, or destruction of any license or licensed program materials, or by any Purchaser dissatisfaction with any Installment Item.

(ii) The Purchaser may at any time elect to prepay its remaining Installment Purchase payments. The Purchaser shall provide notice of the intended prepayment date, which shall be at least one month after the date of the notice. Depending on market conditions at the time, the Contractor/Initial Assignee may reduce the balance of the remaining payments to reflect the requested prepayment and shall advise the Purchaser of the balance to be paid.

Page 48 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (iii) If the Purchaser purchases Contract items related to an Installment Item prior to the expiration of the Installment Purchase terms, or if the Installment Purchase is terminated for any reason except non-appropriation as described in Subsection (b) of these Installment Purchase Terms and Conditions, and if the Installment Item has been delivered and the Purchaser has executed and delivered to the Contractor an acceptance certificate, the Purchaser shall prepay such Installment Item.

(j) Remedies for Default.

(i) If the Purchaser does not make a required payment within 30 days after its due date and such nonpayment continues for 15 days after receipt of written notice from the Contractor/Initial Assignee that the Purchaser is delinquent in payment, if the Purchaser breaches any other provision under these Terms and Conditions and such breach continues for 15 days after receipt of written notice of the breach from the Contractor/Initial Assignee, or if the Purchaser files any petition or proceeding (or has a petition or proceeding filed against it) under any bankruptcy, insolvency, or similar law, the Contractor/Initial Assignee may pursue and enforce the following remedies, individually or collectively:

(1) Terminate the applicable Installment Purchase.

(2) Take possession of any or all Contract items in the Purchaser’s possession, without any court order or other process of law. For such purpose, upon written notice of its intention to do so, the Contractor or its assignee may enter upon the premises where the Contract items may be and remove and repossess the Contract items, from the premises without being liable to the Purchaser in any action or legal proceedings. The Contractor/assignee may, at its option, sell the repossessed Contract items at public or private sale for cash or credit. The Purchaser shall be liable for the Contractor’s/assignee’s expenses of retaking possession, including without limitation the removal of the Contract items and placing the Contract items in good operating condition (if not in good operating condition at the time of removal) in accordance with the manufacturer’s specifications. Repossessed Contract items shall include only those items that were purchased under the Installment Purchase.

(3) Recover from the Purchaser all payments then due, plus the net present value of the amount of the remaining payments. The present value of such remaining payments shall be calculated using a discount rate equal to the average of the weekly two- and three-year Treasury Constant Maturities published by the Federal Reserve Board for the last calendar week of the month preceding the

Page 49 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services contractor’s/assignee’s termination of the applicable Installment Purchase. The Treasury Constant Maturities are published in Statistical Release .15 and may be accessed via the Federal Reserve Board’s Internet website

(ii) In the event of Contractor default under the Default provision of the Contract, the Purchaser may pursue one or more of the following remedies:

(1) If the payments under the Installment Purchase have been assigned to an Initial Assignee, the Purchaser shall continue to make payments for those Contract Items which have been delivered and for which the Purchaser has provided acceptance certificates to the Contractor/Initial Assignee.

(2) The Purchaser may cancel, without liability for payment, its order for any Contract items which have not been delivered and for which it has not issued acceptance certificates. In this instance, the amount of the Contract payments will be recalculated to take into consideration and pay for the actual number of Contract items which were delivered and accepted. If no Installment items have been delivered and accepted, the Purchaser may terminate the Installment Purchase without liability for any payment.

(3) If payments have not been assigned, the Purchaser may set off or counterclaim any and all damages incurred by the Purchaser as a result of the Contractor’s default against its obligation to make payments.

(k) Compliance with Internal Revenue Code.

(i) Tax Exempt Financing. If it intends to provide tax exempt financing, the Contractor/Initial Assignee must file, in timely fashion, any reports the Internal Revenue Service may require with respect to the order under the Internal Revenue Code (IRC). The Purchaser shall cooperate with the Contractor/Initial Assignee in the preparation and execution of these documents. The Purchaser shall also keep a copy of each notification of assignment with the Purchaser’s counterpart of the order and shall not, during the Installment Purchase term, permit the Installment Items to be directly or indirectly used for a private business use within the meaning of Section 141 of the IRC.

(ii) Governmental Status. Eligible Purchasers include State entities or political subdivisions of a State for the purpose of Section 103(a) of the IRC as well as tax exempt non-profit corporations and entities under 501(c)(4) of the IRC. Any misrepresentation of a Purchaser’s status under the IRC shall constitute an event of default by the Purchaser. If the Internal Revenue

Page 50 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services Service rules that the Purchaser does not so qualify under either Section 103(a) or 501(c)(4) of the IRC, or if the Purchaser fails to cooperate with the Contractor/Initial Assignee in the preparation and execution of any reports required under Section 124 or 149 of the IRC (including 8038G and 8038GC forms), the Purchaser will, upon demand, pay the Contractor/Initial Assignee a sum the Contractor/Initial Assignee determines sufficient to return the Contractor/Initial Assignee to the economic status it would otherwise have received.

(l) Governing Law. All Purchases made under these Installment Purchase Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, except that the parties agree that Article 2A of the Uniform Commercial Code shall not apply or govern transactions under these Installment Purchase Terms and Conditions.

(m) Notices. Service of all notices under these Installment Purchase Terms and Conditions shall be sufficient if delivered to the Purchaser at the address set forth in the applicable Installment Purchase PO, or to the Contractor/Initial Assignee at the address set forth in its acknowledgment of the Installment Purchase PO, including any attached document. Notices by mail shall be effective when deposited in the U.S. mail, properly addressed, with sufficient paid postage. Notices delivered by hand or by overnight courier shall be effective when actually received.

55. CONTROLLING TERMS AND CONDITIONS

The terms and conditions of this Contract shall be the exclusive terms of agreement between the Contractor and the Commonwealth. All quotations requested and received from the Contractor are for obtaining firm pricing only. Other terms and conditions or additional terms and conditions included or referenced in the Contractor’s quotations, invoices, business forms, or other documentation shall not become part of the parties’ agreement and shall be disregarded by the parties, unenforceable by the Contractor and not binding on the Commonwealth.

56. FEDERAL REQUIREMENTS

If applicable, the Contractor must receive and sign off on particular federal requirements that a Commonwealth agency may be required to include when utilizing federal funds to procure the Supplies and Services. This sign-off document (a sample of which is attached as Appendix 3), will include a description of the required federal provisions, along with the applicable forms necessary for the Contractor to execute. The sign-off document, along with attachments, must be attached to the Purchase Order.

57. INSURANCE

Page 51 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (a) The Contractor shall procure and maintain at its expense and require its subcontractors to procure and maintain, as appropriate, the following types of insurance, issued by companies acceptable to the Commonwealth and authorized to conduct such business under the laws of the Commonwealth of Pennsylvania:

(i) Workers’ Compensation Insurance for all of the Contractor’s employees and those of any subcontractor engaged in performing Services in accordance with the Worker’s Compensation Act, the Act of June 2, 1915, P.L. 736, No. 338, reenacted and amended June 21, 1939, P.L. 520, No. 281, as amended, 77 P.S.§§ 101—2708.

(ii) Public liability and property damage insurance to protect the Commonwealth, the Contractor, and any and all Subcontractors from claims for damages for personal injury (including bodily injury), sickness or disease, accidental death, and damage to property, including loss of use resulting from any property damage which may arise from its operations under this Contract, whether such operation be by the Contractor, by any Subcontractor, or by anyone directly or indirectly employed by either. The limits of such insurance shall be in an amount not less than $500,000 per person and $2,000,000 per occurrence, personal injury and property damage combined. Such policies shall be occurrence rather than claims-made policies and shall name the Commonwealth of Pennsylvania as an additional insured. The insurance shall not contain any endorsements or any other form designed to limit and restrict any action by the Commonwealth as an additional insured against the insurance coverages in regard to the work performed for the Commonwealth.

(b) Prior to commencing work under the Contract, the Contractor shall provide the Commonwealth with a copy of each current certificate of insurance. These certificates shall contain a provision that coverages afforded under the policies will not be canceled or changed in such a way to cause the coverage to fail to comply with the requirements of this Subsection (b) until at least thirty (30) days prior written notice has been given to the Commonwealth.

(d) Upon request to and approval by the Commonwealth, contractor’s self-insurance of the types and amounts of insurance set for above shall satisfy the requirements of this Section 57, provided the Commonwealth may request from Contractor evidence each year during the term of the Contract that Contractor has sufficient assets to cover such losses.

58. ENHANCED MINIMUM WAGE

(a) Enhanced Minimum Wage. Contractor agrees to pay no less than $10.15 per hour to its employees for all hours worked directly performing the services called for in

Page 52 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services this Contract, and for an employee’s hours performing ancillary services necessary for the performance of the contracted services or lease when such employee spends at least twenty per cent (20%) of their time performing ancillary services in a given work week.

(b) Adjustment. Beginning January 1, 2017, and annually thereafter, Contractor shall pay its employees described in Subsection 58(a) above an amount that is no less than the amount previously in effect; increased from such amount by the annual percentage increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers (United States city average, all items, not seasonally adjusted), or its successor publication as determined by the United States Bureau of Labor Statistics; and rounded to the nearest multiple of $0.05. The applicable adjusted amount shall be published in the Pennsylvania Bulletin by March 1 of each year to be effective the following July 1.

(i) exempt from the minimum wage under the Minimum Wage Act of 1968;

(ii) covered by a collective bargaining agreement;

(iii) required to be paid a higher wage under another state or federal law governing the services, including the Prevailing Wage Act and Davis-Bacon Act; or

(iv) required to be paid a higher wage under any state or local policy or ordinance.

(d) Notice. Contractor shall post these Enhanced Minimum Wage Provisions for the entire period of the contract conspicuously in easily-accessible and well-lighted places customarily frequented by employees at or near where the contracted services are performed.

(e) Records. Contractor must maintain and, upon request and within the time periods requested by the Commonwealth, furnish all employment and wage records necessary to document compliance with these Enhanced Minimum Wage Provisions.

(f) Sanctions. Failure to comply with these Enhanced Minimum Wage Provisions may result in the imposition of sanctions, which may include, but shall not be limited to, termination of the contract or lease, nonpayment, debarment or referral to the Office of General Counsel for appropriate civil or criminal referral.

Page 53 of 54 Exhibit A Standard Contract Terms and Conditions for IT Supplies and Related Services (g) Subcontractors. Contractor shall include the provisions of these Enhanced Minimum Wage Provisions in every subcontract so that these provisions will be binding upon each subcontractor.

59. PUBLICITY/ADVERTISEMENT

The Contractor shall not issue news releases, internet postings, advertisements, endorsements, or any other public communication without prior written approval of the Commonwealth, and then only in coordination with the Commonwealth. This includes the use of any trademark or logo, Commonwealth employee names, telephone numbers or addresses.

60. TERMINATION ASSISTANCE

(a) Upon the Commonwealth’s request, Contractor shall provide termination assistance services (Termination Assistance Services) directly to the Commonwealth, or to any vendor designated by the Commonwealth. The Commonwealth may request termination assistance from the Contractor upon full or partial termination of the Contract and/or upon the expiration of the Contract term, including any renewal periods. Contractor shall take all necessary and appropriate actions to accomplish a complete, timely and seamless transition of any Services from Contractor to the Commonwealth, or to any vendor designated by the Commonwealth, without material interruption of or material adverse impact on the Services. Contractor shall cooperate with the Commonwealth and any new contractor and otherwise promptly take all steps required or reasonably requested to assist the Commonwealth in effecting a complete and timely transition of any Services.

(a) Such Termination Assistance Services shall first be rendered using resources included within the fees for the Services, provided that the use of such resources shall not adversely impact the level of service provided to the Commonwealth; then by resources already included within the fees for the Services, to the extent that the Commonwealth permits the level of service to be relaxed; and finally, using additional resources at costs determined by the Parties via Section 52, Changes.

(b) All license information data acquired and retained by Contractor will be stored such that the license information can be transferred to a new system upon contract termination. The Contractor will work with the Commonwealth to ensure that the license information has been successfully transferred in a usable format.

(c) At the Commonwealth’s request, the Contractor will provide any information and cooperation needed to facilitate the transfer of all Volume License Agreements to another vendor.

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APPENDIX 1

ACCEPTANCE CERTIFICATE

Purchase order number dated 20 , by and between (Contractor) and (Commonwealth Agency).

ACCEPTANCE CERTIFICATE

The undersigned hereby certifies and represents to, and agrees with, the contractor or its assignee as follows:

1. A unit(s) of the equipment and/or financed item(s) identified on the attached schedule have/has been delivered to and accepted on the date indicated below.

2. The Commonwealth agency had conducted such inspection and/or testing of the unit(s) of the equipment and/or financed item(s) as it deems necessary and appropriate and hereby acknowledges that it accepts the such unit(s) of equipment.

3. The Commonwealth agency is not in any event of default as defined in Contract Number ______and no event which, with notice or lapse of item, or both, would become an event of default, has occurred and is continuing at the date thereof.

Commonwealth Agency

Name

Title

Date

APPENDIX 2

Business Associate Agreements as provided by Agencies may differ:

COMMONWEALTH OF PENNSYLVANIA SAMPLE BUSINESS ASSOCIATE AGREEMENT

WHEREAS, the ______(Covered Entity) and ______(Business Associate) intend to protect the privacy and security of certain Protected Health Information (PHI) to which Business Associate may have access in order to provide goods or services to or on behalf of Covered Entity, in accordance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (HIPAA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (ARRA), Pub. L. No. 111-5 (Feb. 17, 2009) and related regulations, the HIPAA Privacy Rule (Privacy Rule), 45 C.F.R. Parts 160 and 164, as amended, the HIPAA Security Rule (Security Rule), 45 C.F.R. Parts 160, 162 and 164, ), as amended, 42 U.S.C. § 602(a)(1)(A)(iv), 42 U.S.C. § 1396a(a)(7), 35 P.S. § 7607, 50 Pa. C.S. § 7111, 71 P.S. § 1690.108(c), 62 P.S. § 404, 55 Pa. Code Chapter 105, 55 Pa. Code Chapter 5100, 42 C.F.R. §§ 431.301-431.302, 42 C.F.R. Part 2, 45 C.F.R. § 205.50, the Pennsylvania Breach of Personal Information Notification Act, 73 P.S. § 2301 et seq., and other relevant laws, including subsequently adopted provisions applicable to use and disclosure of confidential information, and applicable agency guidance.

WHEREAS, Business Associate may receive PHI from Covered Entity, or may create or obtain PHI from other parties for use on behalf of Covered Entity, which PHI may be used or disclosed only in accordance with this Agreement and the standards established by applicable laws and agency guidance.

WHEREAS, Business Associate may receive PHI from Covered Entity, or may create or obtain PHI from other parties for use on behalf of Covered Entity, which PHI must be handled in accordance with this Agreement and the standards established by HIPAA, the HITECH Act and related regulations, and other applicable laws and agency guidance.

NOW, THEREFORE, Covered Entity and Business Associate agree as follows:

1. Definitions. a. “Business Associate” shall have the meaning given to such term under HIPAA, the HITECH Act, applicable regulations and agency guidance.

b. “Covered Entity” shall have the meaning given to such term under HIPAA, the HITECH Act and applicable regulations and agency guidance.

c. “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

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d. “HITECH Act” shall mean the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (ARRA), Pub. L. No. 111-5 (Feb. 17, 2009).

e. “Privacy Rule” shall mean the standards for privacy of individually identifiable health information in 45 C.F.R. Parts 160 and 164, as amended, and related agency guidance.

f. “Protected Health Information” or “PHI” means any information, transmitted or recorded in any form or medium; (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual, and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to such term under HIPAA, the HITECH Act and related regulations and agency guidance. PHI also includes any and all information that can be used to identify a current or former applicant or recipient of benefits or services of Covered Entity (or Covered Entity’s contractors/business associates).

g. “Security Rule” shall mean the security standards in 45 C.F.R. Parts 160, 162 and 164, as amended, and related agency guidance.

h. “Unsecured PHI” shall mean PHI that is not secured through the use of a technology or methodology as specified in HITECH regulations and agency guidance or as otherwise defined in the HITECH Act.

2. Stated Purposes For Which Business Associate May Use or Disclose PHI. The Parties hereby agree that Business Associate shall be permitted to use and/or disclose PHI provided by or obtained on behalf of Covered Entity for the following stated purposes, except as otherwise stated in this Agreement:

______

NO OTHER DISCLOSURES OF PHI OR OTHER INFORMATION ARE PERMITTED.

3. BUSINESS ASSOCIATE OBLIGATIONS:

a. Limits on Use and Further Disclosure Established by Agreement and Law. Business Associate hereby agrees that the PHI provided by, or created or obtained

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on behalf of Covered Entity shall not be further used or disclosed other than as permitted or required by this Agreement or as required by law and agency guidance. b. Appropriate Safeguards. Business Associate shall establish and maintain appropriate safeguards to prevent any use or disclosure of PHI other than as provided for by this Agreement. Appropriate safeguards shall include implementing administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic PHI that is created, received, maintained, or transmitted on behalf of the Covered Entity and limiting use and disclosure to applicable minimum necessary requirements as set forth in applicable federal and state statutory and regulatory requirements and agency guidance. c. Reports of Improper Use or Disclosure. Business Associate hereby agrees that it shall report to ______at ______, within two (2) days of discovery any use or disclosure of PHI not provided for or allowed by this Agreement. d. Security Incidents. In addition to following the breach notification requirements in section 13402 of the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH Act”) and related regulations, agency guidance and other applicable federal and state laws, Business Associate shall report to ______at ______, within two (2) days of discovery any security incident of which it becomes aware. At the sole expense of Business Associate, Business Associate shall comply with all applicable federal and state breach notification requirements. Business Associate shall indemnify the Covered Entity for costs associated with any incident involving the acquisition, access, use or disclosure of Unsecured PHI in a manner not permitted under federal or state law and agency guidance. e. Subcontractors and Agents. Business Associate hereby agrees that any time PHI is provided or made available to any subcontractors or agents, Business Associate shall provide only the minimum necessary PHI for the purpose of the covered transaction and shall first enter into a subcontract or contract with the subcontractor or agent that contains the same terms, conditions and restrictions on the use and disclosure of PHI as contained in this Agreement. f. Right of Access to PHI. Business Associate hereby agrees to allow an individual who is the subject of PHI maintained in a designated record set, to have access to and copy that individual’s PHI within five (5) business days of receiving a written request from the Covered Entity. Business Associate shall provide PHI to the extent and in the manner required by 45 C.F.R. § 164.524 and other applicable federal and state law and agency guidance . If Business Associate maintains an electronic health record, Business Associate must provide the PHI in electronic format if requested. If any individual requests from Business Associate or its agents or subcontractors access to PHI, Business Associate shall notify Covered Entity of

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same within five (5) business days. Business associate shall further conform with and meet all of the requirements of 45 C.F.R. § 164.524 and other applicable laws, including the HITECH Act and related regulations, and agency guidance. g. Amendment and Incorporation of Amendments. Within five (5) business days of receiving a request from Covered Entity for an amendment of PHI maintained in a designated record set, Business Associate shall make the PHI available and incorporate the amendment to enable Covered Entity to comply with 45 C.F.R. § 164.526, applicable federal and state law, including the HITECH Act and related regulations, and agency guidance. If any individual requests an amendment from Business Associate or its agents or subcontractors, Business Associate shall notify Covered Entity within five (5) business days. h. Provide Accounting of Disclosures. Business Associate agrees to maintain a record of all disclosures of PHI in accordance with 45 C.F.R. § 164.528 and other applicable laws and agency guidance, including the HITECH Act and related regulations. Such records shall include, for each disclosure, the date of the disclosure, the name and address of the recipient of the PHI, a description of the PHI disclosed, the name of the individual who is the subject of the PHI disclosed, and the purpose of the disclosure. Business Associate shall make such record available to the individual or the Covered Entity within five (5) business days of a request for an accounting of disclosures. i. Requests for Restriction. Business Associate shall comply with requests for restrictions on disclosures of PHI about an individual if the disclosure is to a health plan for purposes of carrying out payment or health care operations (and is not for treatment purposes), and the PHI pertains solely to a health care item or service for which the service involved was paid in full out-of-pocket. For other requests for restriction, Business associate shall otherwise comply with the Privacy Rule, as amended, and other applicable statutory and regulatory requirements and agency guidance. j. Access to Books and Records. Business Associate hereby agrees to make its internal practices, books, and records relating to the use or disclosure of PHI received from, or created or received by Business Associate on behalf of the Covered Entity, available to the Secretary of Health and Human Services or designee for purposes of determining compliance with applicable laws and agency guidance. k. Return or Destruction of PHI. At termination of this Agreement, Business Associate hereby agrees to return or destroy all PHI provided by or obtained on behalf of Covered Entity. Business Associate agrees not to retain any copies of the PHI after termination of this Agreement. If return or destruction of the PHI is not feasible, Business Associate agrees to extend the protections of this Agreement to limit any further use or disclosure until such time as the PHI may be returned or

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destroyed. If Business Associate elects to destroy the PHI, it shall certify to Covered Entity that the PHI has been destroyed. l. Maintenance of PHI. Notwithstanding Section 3(k) of this Agreement, Business Associate and its subcontractors or agents shall retain all PHI throughout the term of the Agreement and shall continue to maintain the information required under the various documentation requirements of this Agreement (such as those in §3(h)) for a period of six (6) years after termination of the Agreement, unless Covered Entity and Business Associate agree otherwise. m. Mitigation Procedures. Business Associate agrees to establish and to provide to Covered Entity upon request, procedures for mitigating, to the maximum extent practicable, any harmful effect from the use or disclosure of PHI in a manner contrary to this Agreement or the Privacy Rule, as amended. Business Associate further agrees to mitigate any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Agreement or applicable laws and agency guidance. n. Sanction Procedures. Business Associate agrees that it shall develop and implement a system of sanctions for any employee, subcontractor or agent who violates this Agreement, applicable laws or agency guidance. o. Grounds for Breach. Non-compliance by Business Associate with this Agreement or the Privacy or Security Rules, as amended, is a breach of the Agreement, if Business Associate knew or reasonably should have known of such non-compliance and failed to immediately take reasonable steps to cure the non-compliance. p. Termination by Commonwealth. Business Associate authorizes termination of this Agreement by the Commonwealth if the Commonwealth determines, in its sole discretion, that the Business Associate has violated a material term of this Agreement. q. Failure to Perform Obligations. In the event Business Associate fails to perform its obligations under this Agreement, Covered Entity may immediately discontinue providing PHI to Business Associate. Covered Entity may also, at its option, require Business Associate to submit to a plan of compliance, including monitoring by Covered Entity and reporting by Business Associate, as Covered Entity in its sole discretion determines to be necessary to maintain compliance with this Agreement and applicable laws and agency guidance. r. Privacy Practices. The Department will provide and Business Associate shall immediately begin using any applicable form, including but not limited to, any form used for Notice of Privacy Practices, Accounting for Disclosures, or Authorization, upon the effective date designated by the Program or Department. The Department retains the right to change the applicable privacy practices, documents and forms.

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The Business Associate shall implement changes as soon as practicable, but not later than 45 days from the date of notice of the change.

4. OBLIGATIONS OF COVERED ENTITY:

a. Provision of Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practices that the Covered Entity produces in accordance with applicable law and agency guidance, as well as changes to such notice.

b. Permissions. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by individual to use or disclose PHI of which Covered Entity is aware, if such changes affect Business Associate’s permitted or required uses and disclosures.

c. Restrictions. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that the Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522 and other applicable laws and applicable agency guidance, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

Page 6 of 6 APPENDIX 3

Sign-Off Document No. ____, under Contract No. ______

Between [Licensor______]

and the Commonwealth of PA, [Agency] [Licensor______] Agency-level Deployment

This document becomes, upon its execution by the signatories named below, a legally valid, binding part of Software License Requirements Agreement No. ______between the Commonwealth and ______(Licensor)., and is subject to the terms of that Agreement.

1. Scope of Deployment (need not be entire agency):

2. Nature of Data implicated or potentially implicated:

3. Agency Policies to which Licensor. is subject (incorporated by reference):

4. Background checks (describe if necessary):

5. Additional requirements (describe with specificity):

6. Is Licensor. a Business Associate (yes or no)?

If yes, the attached Business Associates Agreement, as completed by the Agency, is applicable and is hereby incorporated into this Sign-Off Document by reference.

Agency Contact Person signature and Date: ______

[Licensor______] Authorized Signatory and Date: ______

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Exhibit B SPECIFICATIONS

1. Requirements:

(a) Reseller Services. The Contractor shall provide Reseller Services to the Commonwealth.

(i) Pre-sales Assistance:

(1) The Contractor must provide a quote for Software and Services, when requested by the Commonwealth in accordance with the Commonwealth software procurement process, at any time during the term of the Contract.

(2) The Contractor must provide a quote for Services, when requested by the Commonwealth, at any time during the term of the Contract.

(3) The total cost for Services may not exceed 40% of the Software cost (i.e. licensing cost, excluding Software support and maintenance). The Commonwealth may waive this requirement in its sole discretion. The Contract Manager will review justification from the agency and issue a written waiver if approved.

(4) Orders for Software support and maintenance made during the term of the Contract may extend up to three (3) years past the expiration date of the Contract.

(5) The Commonwealth will complete a Statement of Work (“SOW”) for Services utilizing Exhibit B-1, Statement of Work Template, which will be attached to the associated purchase order. All SOWs for Services purchased through this Contract will be governed by the IT Terms and Conditions which can presently be found at http://www.dgs.pa.gov/State%20Government/Materials-and- Services-Procurement/Procurement-Forms/Pages/default.aspx#. The Commonwealth may update the IT Terms and Conditions during the term of the Contract.

(6) The Contractor shall arrange for implementation, customization, training, support, maintenance and other Software related services to be provided by the licensor, if the Commonwealth requests the services and the licensor is willing to provide them. Services will be provided on at prices agreed to by the Commonwealth and the licensor and documented in the applicable SOW.

(7) All quotes must comply with Commonwealth policies.

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(A) At a minimum, all quotes shall include: Contract number; licensor agreement number (if applicable); service period (if applicable), licensor product ID, licensor product title; line item descriptions; renewal terms; method of delivery; and related purchase order number(s) when standalone Services are procured. The Commonwealth’s contract management team must approve the quote format before any quotes may be issued.

(B) No additional terms and conditions may be attached to a quote or linked to in a quote. Any such terms shall have no binding effect on the Commonwealth.

(8) The Contractor must honor all quotes for ninety (90) days.

(9) The Contractor must initiate the software on-boarding process with the Commonwealth when there is a request for Software and/or Services from a licensor who does not currently have a software license agreement with the Commonwealth. Before issuing a quote, the Contractor must verify that the licensor has a signed software licensor agreement with the Commonwealth. When a software license agreement with the Commonwealth does not exist, one must be agreed to by the licensor and the Commonwealth prior to a purchase order being issued. The Contract Manager may waive this requirement in its sole discretion.

(A) Exhibit B-2, Software/Services License Requirements Agreement Template, will be the basis for the license agreement. The Commonwealth may update Exhibit B-2 during the term of the Contract.

(B) Exhibit B-3, Requirements for Non-Commonwealth Hosted Applications/Services Template, must be adhered to by SaaS and/or hosting providers, in addition to Exhibit B-2. The Commonwealth may update Exhibit B-3 during the term of the Contract.

(10) The Contractor must notify licensors, preferably through a requirement in Contractor’s reseller agreement with the licensor, that the licensor must enter into a software license agreement with the Commonwealth.

(11) The Contractor must assist the Commonwealth, when requested, in determining the most cost-effective buying strategies and ensuring

Page 2 of 12 compliance with licensing requirements. Includes, but is not limited to:

(A) Advice to Agencies seeking available products that meet specific requirements. (B) Advice to Agencies regarding options to select when acquiring new licenses. (C) Appropriate version (i.e. single product, suite). (D) Appropriate platform—SaaS versus on premise. (E) Aggregate purchases.

(b) License Administration.

(i) The Contractor shall be responsible for license administration services, which include but are not limited to, reporting, tracking of license/agreement numbers and assisting agencies with enrollment/activation procedures, if applicable.

(ii) The Contractor must maintain a copy of all license agreements between the Commonwealth and its licensors.

(iii) The Contractor must maintain a current and accurate list of all licensor product titles which are available to the Commonwealth.

(iv) All license information data acquired and retained by Contractor shall be stored such that the license information can be easily transferred to a new system upon Contract termination

(i) Authorized Administrator. The Contractor shall, at the request of the Contracting Officer, assume administration responsibilities for any VLA for the Commonwealth. For example, Microsoft contacts the “Authorized Administrator” for the Microsoft VLA whenever anyone requests access to the Microsoft Volume Licensing Services (MVLS) website. The Contractor shall take any steps necessary to authorize such access.

(ii) Enrollments. The Contractor shall manage any enrollment process required for Eligible Entities to make use of VLAs, including renewals if applicable.

(iii) Usage. The Contractor shall track VLA usage, either at the Commonwealth level or Agency, as may be required by the terms of the VLA. The Contractor shall assure that the pricing conforms to VLA terms, and must notify the Commonwealth or the Agency, as applicable, of any projected price changes based on utilization. If the VLA requires periodic “true-ups,” the Contractor shall assist the Commonwealth and/or Agency with the

Page 3 of 12 process and shall issue invoices in time for the Commonwealth and/or Agency to meet VLA requirements.

(iv) VLA Renewals. The Contractor shall advise the Commonwealth of upcoming VLA expirations, and shall provide an analysis of changes in the VLA language and requirements, if any. The Contractor shall provide any necessary documents and information required for the renewal.

(v) New VLAs. The Contractor shall work with the Commonwealth and licensors as needed to establish new VLAs. The Contractor shall ensure that the Commonwealth receives timely and pertinent license information, such as for license or agreement renewals, or opportunities based on actual volume.

(vi) VLA Transfer at Contract Startup. The Contractor shall honor existing Commonwealth VLAs with publishers and include those licenses as part of the Contractor’s license tracking service. If required by the Commonwealth and/or a licensor, the Contractor shall identify itself to the licensor as the Contractor for the Commonwealth. If required by the licensor, the Contractor shall execute a change of channel partner agreement with the licensor.

(d) Order Fulfillment.

(i) The Contractor must be capable of accepting orders via the Commonwealth’s purchasing credit card (Pcard) in addition to SRM purchase orders, the Commonwealth’s standard order type.

(ii) The Contractor shall be responsible for tracking all orders from initial request through receipt of the Software or Service.

(iii) The Contractor delivery methods must adhere to Section 10, Delivery, of Exhibit A, Standard Contract Terms and Conditions for IT Supplies and Related Services. The Contractor is responsible for delivery or drop- shipment of Software to any location requested by the Commonwealth and/or its contractors acting on behalf of the Commonwealth. If the Software is defective, or if the incorrect Software is delivered, the Contractor must accept returns, without charge to the Commonwealth.

(e) Vendor Management.

(i) The Contractor shall be responsible for providing vendor management services, which includes, but is not limited to, obtaining product information from its licensors, negotiation assistance for software agreement(s), and advocating on behalf of the Commonwealth with its licensors.

Page 4 of 12

(ii) The Contractor must notify the Commonwealth of all name changes of its licensors.

2. Personnel.

(a) Account Manager.

(i) The Contractor must provide a dedicated account manager who will be the main point of contact for the Commonwealth. The Commonwealth will consider the account manager to be the sole point of contact with regard to contractual and purchase order matters. The account manager must be an employee of the Contractor and must be authorized to make binding decisions on behalf of the Contractor.

(ii) The account manager’s responsibilities will include, but will not be limited to: providing administrative, supervisory and technical direction to the account representatives; monitoring work performance for accuracy, timeliness, efficiency, and adherence to contract requirements; coordinating the resolution of contract problems and the implementation and completion of problem escalation procedures.

(b) Account Representatives. The Contractor must provide a sufficient number of account representatives to facilitate Agency requests, which include, but are not limited to, providing quotes for Software and/or Services, reporting, providing recommendations on Software and Services, and tracking order fulfillment. Account representatives will be the main point of contact for all agency requests.

(c) Replacement of Personnel. After key personnel are assigned and approved by the Commonwealth, the Contractor may not divert or replace personnel without written approval of the Commonwealth and in accordance with the following procedures.

(i) The Contractor must provide notice of proposed diversion or replacement to the Commonwealth at least sixty (60) calendar days in advance and provide the name, qualifications and background check of the person who will replace the diverted or removed staff. The Commonwealth will notify the Contractor within ten (10) calendar days of the diversion notice whether the proposed diversion is acceptable and if the replacement is approved.

(ii) Advance notification is not required for changes in key personnel due to resignations, death and disability, dismissal for cause or dismissal as a result of termination of a subcontract or any other cause that is beyond the control of the Contractor. However, the Commonwealth must approve the replacement staff. Replacement of key personnel whose availability changes for reasons beyond the control of the Contractor must occur 1) on a temporary basis within one (1) week of the availability change and 2) on

Page 5 of 12 a permanent basis no longer than thirty (30) calendar days from the availability change.

(iii) The Commonwealth may request that the Contractor remove one or more of its staff persons from the contract at any time, with thirty (30) calendar days’ written notice. In the event that a staff person is removed from the contract, the Contractor will have ten (10) days to fill the vacancy with a staff person acceptable in terms of experience and skills, subject to the Commonwealth approval.

(d) Incident Escalation. The Contractor must provide an incident escalation path, showing the name, contact information, and role of individuals to whom problems should be escalated if they are not resolved by primary assigned contacts or by escalation to the next level.

3. Stand Alone Services:

(a) The Commonwealth may purchase standalone Services if the standalone Services relate to a prior Software purchase and total services (including previously purchased) spend does not exceed 40% of the Software cost.

(b) The Commonwealth will develop a SOW for Services utilizing Exhibit B-1, Statement of Work Template, which will be attached to the associated purchase order. All SOWs for Services purchased through this Contract will be governed by the IT Terms and Conditions which can presently be found at http://www.dgs.pa.gov/State%20Government/Materials-and-Services- Procurement/Procurement-Forms/Pages/default.aspx#. The Commonwealth may update the IT Terms and Conditions during the term of the Contract.

4. Volume Orders:

(a) The Contractor must be capable of fulfilling large volume orders.

(b) The Contractor is encouraged to offer higher discounts for large volume purchases.

5. Service Level Agreements (SLA): The Contractor must meet the following SLAs.

Page 6 of 12 Performance Performance Definition Frequency Remedy for Failure to Metric Target of Review Perform The Contractor must return phone calls or respond to emails within a maximum of four (4) business hours after a Customer phone call is placed or an email Inquiry is received. Each Incoming 95% Monthly N/A Response Request returned after four (4) Time hours (240 minutes) = Missed Response. Calculation: (Total Responses – Missed Responses)/Total Responses The Contractor must provide quotes within two (2) business days for Software and Services currently in the Contractor’s Quote catalog to the requesting delivery for agency. Each requested Quote 1% credit on the Standard 95% for Standard Catalog Software Monthly purchase order resulting Catalog and Services delivered after from the Missed Quote. Software and two (2) business days = Missed Services Quote Calculation: (Total Quotes – Missed Quotes)/Total Quotes For Services and software not listed in the catalog, the contractor must provide the quote within three (3) business Quote days. Each requested Quote Per delivery for 1% credit on the for Standard Catalog Software Request Software and 95% purchase order resulting and Services not in the Catalog Assessed Services not from the Missed Quote. after three (3) business days = Monthly in Catalog Missed Quote. Calculation: (Total Quotes – Missed Quotes)/Total Quotes

Page 7 of 12 Performance Performance Definition Frequency Remedy for Failure to Metric Target of Review Perform The Contractor must make the required delivery time within ten (10) business days after Order receipt of an order. Each Delivery for Order delivered after the Per Order 2% credit on the Standard 100% standard fulfillment time of ten Assessed purchase order for the Catalog (10) business days = Missed Monthly Missed Order. Software and Order. Services Calculation: (Total Orders – Missed Orders)/Total Orders The Contractor must provide invoices for all orders and services within sixty (60) calendar days of delivery of software or services. Each invoice that is not provided to 1% credit on the Invoice 100% the Commonwealth within Monthly purchase order for each receipt sixty (60) calendar days of the Late Invoice. delivery of services or end of billing period = Late Invoice. Calculation: (Total Invoices – Late Invoice(s))/Total Invoices. The Contractor must notify the agency at least ninety (90) calendar days prior to license expiration. Each time Contractor does not provide documented notification at least ninety (90) calendar days 1% credit on the License prior to the license expiration purchase order expiration 100% of software or service = Missed Monthly associated with the notification License Notification. Missed License Notification. Calculation: Date of Notice sent less than ninety (90) calendar days prior to Expiration Date of software/service = Missed License Notification.

Page 8 of 12 Performance Performance Definition Frequency Remedy for Failure to Metric Target of Review Perform Within five (5) calendar days of the announcement of a software upgrade, the Contractor must notify each Software agency that holds a license(s) upgrade 95% for the software title being Monthly N/A notification upgraded by the licensor. Calculation: Upgrade announcement + 5 days. Within five (5) calendar days of an announcement by a licensor that a software title will reach its end of life, the Software end Contractor must notify each of life 95% agency that holds a license(s) Monthly N/A notification for the software title reaching end of life. Calculation: End of life notification + 5 day The Contractor must notify the agency ninety (90) calendar days prior to the expiration date of any software maintenance services. Each time Contractor does not provide documented notification at least ninety (90) 1% credit on the Software calendar days prior to the purchase order maintenance expiration date of any software 100% Monthly associated with each expiration maintenance services = Missed Missed Maintenance notification Maintenance Expiration Notification. Expiration Notification Calculation: Date of Notice sent less than ninety (90) calendar days prior to Expiration Date of maintenance = Missed Maintenance Expiration Notification

Page 9 of 12 (a) If the Contractor fails to meet a performance target as described in the SLA for three consecutive months, the Commonwealth will require the Contractor to submit a corrective action plan to meet the SLA. The Commonwealth reserves the right to terminate the Contract according to the terms of Exhibit A. “Standard Catalog” refers to software titles currently under license by the Commonwealth.

(b) If the Contractor provides sufficient justification to a missed SLA, and the infraction was beyond the control of the Contractor and unforeseen, the Commonwealth reserves the right to waiver the service credit. This will be done on a case-by-case basis.

6. Reports and Project Controls:

(a) Meetings. The account manager and/or account representative must meet monthly with the Commonwealth for the first six (6) months of the Contract. Thereafter, the Contractor should hold Quarterly Business Reviews with OA’s OIT and staff from high spend agencies.

(b) Quarterly Reports. The Contractor must provide quarterly report to the Commonwealth. The final report template shall be agreed upon by the awarder Bidders and the Commonwealth. The report should include at a minimum:

(i) Sales report, which includes, at a minimum:

(1) Agency Information: Identifying information for the purchasing agency.

(2) Maintenance/Services Information: Detailed description of the maintenance/services being performed.

(3) Product and License Information: Detailed information about the product purchased including the publisher, title, version and manufacturer part number.

(4) Order Information and Invoice Information: Detailed breakout of the total cost of the order, including per unit cost. This includes the quantity provided as well as the reseller’s cost basis and contracted mark up or discount off list, depending on the Lot.

(5) Invoice Information: Invoice information for the associated order.

(ii) Problem and response report, which includes, at a minimum: Agency Information, Product and License Information, Maintenance/Services Information and Problem/Response Information.

Page 10 of 12 (iii) Service level report, which includes, at a minimum: Agency Information and Service Level Tracking.

(iv) Outstanding issues summary report, which includes, at a minimum: Agency Information and Outstanding Issue Summary.

The Contractor must provide quarterly reports to the Commonwealth no later than fifteen (15) business days after the end of a quarter. A quarter is defined by the Commonwealth as follows:

(1) Quarter 1: January through March.

(2) Quarter 2: April through June.

(3) Quarter 3: July through September.

(4) Quarter 4: October through December.

The business hours of the Commonwealth are as follows: 7:30 am to 5:00 pm Eastern Time, Monday through Friday, excluding state holidays. Contractor staff must be available to the Commonwealth during business hours.

(c) Cost Compliance Verification Report. At any time during the Contract, the Commonwealth may require a report and/or documentation demonstrating that Contractors’ equipment or other charges are in compliance with the Contract. This could include copies of third-party and Contractor invoices relative to a particular transaction, copies of catalogs, or other documentation. If it is determined that Supplies or Services were charged at more than the agreed upon price, the Contractor will be required to refund or issue credits to the agencies that were overcharged, and to identify procedures which will be implemented to avoid future overcharges. Repeated instances of overcharging may result in suspension from new business, contract termination, or other consequences.

(d) Cost-Plus Cost-Minus Verification Report. The Contractor shall present, at least on an annual basis, verification reports that certify compliance with the bid pricing. At its own expense, the Contractor is required to obtain the services of a certified independent third party (e.g., CPA firm) to complete verification reports.

(i) The Contractor may not propose companies with which they have done business in the past two years, unless otherwise agreed to by the Commonwealth.

(ii) The Contractor shall recommend three independent third parties from which the Commonwealth will select one (1) independent third party.

Page 11 of 12 (iii) A minimum of 100 product orders will be selected by the Commonwealth.

(iv) The Contractor shall suggest a report format, subject to Commonwealth approval. The report shall include, at a minimum, the product description, the manufacturer name, the manufacturer item number, the discount required by the contract (Level 1 and Level 2), the invoice price from the manufacturer, the price charged to the Eligible Entity, and the actual percentage markup. If more than 5% of the items have a higher markup than required by the contract, a more comprehensive audit, the scope of which will be determined by the Commonwealth, will be conducted at the Contractor’s expense. The Contractor must reimburse any agencies that were overcharged, either via credits or by providing a check, as requested by the affected agency. The Commonwealth may make a determination that reimbursement will be waived in cases where the cost to the affected agency to manage the reimbursement will exceed the value of the reimbursement.

(e) Additional Reports. The Commonwealth may add or remove additional reports from the list of those required at any time.

Page 12 of 12 EXHIBIT B-1 Statement of Work Template

Statement of Work

for

Commonwealth of PA – (Agency)

PO Number: ______

AGENCY CONTACT: PHONE: AGENCY ADDRESS: FAX: E-MAIL:

Page 1 of 3 A. Introduction

This Statement of Work (“SOW”) is made (“Effective Date”), by and between the Commonwealth of PA – (“Agency”), with its principal office located at (“Address”) (hereinafter referred to as “Customer”) and Supplier, Inc, a corporation organized under the laws of the Provider’s State, with its principal place of business at Insert Address (hereinafter referred to as “insert Company name”). Supplier name and Customer may also be referred individually as “Party” or collectively as “Parties.”

Agency name is responsible for promptly obtaining all required consents necessary for the Supplier to provide the services described in this Statement of Work. A required consent means any consent or approval required to give Supplier name software, firmware and other products to enable us and our subcontractors to perform the services set forth in this Statement of Work without infringing on the ownership or license rights (including patent and copyright) of the providers or owners of such products.

Any terms and conditions not set forth in this SOW are governed by the IT Terms and Conditions which can be found at http://www.portal.state.pa.us/portal/server.pt/community/procurement_forms and the software license agreement negotiated between the vendor and the Commonwealth.

B. Project Overview and Tasks

Supplier name will perform the following tasks (the “Project”):

Supplier to insert exact description of work to be performed

Agency Requirements & Room Preparation:

Any requirements for the agency must be inserted here

C. Time Estimates / Delivery Schedule

The actual Project start date will depend on following: (below are examples only, ensure dates are provided) 1.) Scheduled availability of a qualified systems engineer. 5/10/06 2.) Receipt of equipment. 5/20/06 3.) Completion necessary cabling, ISP connection, etc. by other vendors if applicable. 5/20/06 4.) Receipt of signed SOW from Customer prior to proposed start date. 5/5/06

The Contactor required delivery time shall be negotiated with this statement of work for the requested services and must be agreed upon by both parties. Each order delivered after the negotiated date is considered a missed order. A missed order will result in a 5% credit on the total order cost.

D. Project Cost

Project Cost is: $

All work associated with the Project is performed during Mondays through Fridays, between the hours of 8am and 5pm local time, excluding holidays.

(Ensure an exact costing breakdown is provided)

Page 2 of 3 E. SOW Acceptance

This SOW is acceptable. I (We) hereby acknowledge and confirm that I (We) have read this SOW and accept and approve the scope of work and related terms. I (We) understand that if additional work is required that by its nature was not known or determined at the time this SOW was executed, a written change order describing the additional work and any related expenses is required.

Please sign and email to Supplier at [email address].

“Supplier” Commonwealth of PA – “Agency”

Approved (date): ______Authorized Agency Name

______Authorized Supplier Signature Authorized Agency Signature

______Authorized Supplier Signature Title

F. Project Completed and Accepted

The Project was completed in accordance with this SOW. I (We) hereby accept as completed all work indicated in this SOW. I (We) acknowledge at there is nothing that should prevent prompt payment in accordance with the terms indicated above.

Approved (date): ______Authorized Agency Name

______Authorized Supplier Signature Authorized Agency Signature

______Authorized Supplier Signature Title

PLEASE ATTACH HARD COPY OF PURCHASE ORDER REFERENCING THIS SOW

Page 3 of 3

EXHIBIT B-2 Software/Services License Requirements Agreement Template

PA Supplier ID Number:

SOFTWARE/SERVICES LICENSE REQUIREMENTS AGREEMENT BETWEEN THE COMMONWEALTH OF PENNSYLVANIA, ACTING BY AND THROUGH THE GOVERNOR’S OFFICE OF ADMINISTRATION AND

[INSERT FULL NAME OF LICENSOR]

This Software/Services License Requirements Agreement (“Agreement”) by and between [insert full name of Licensor] (“Licensor”) and the Commonwealth of Pennsylvania, acting by and through the Governor’s Office of Administration (“Commonwealth”) is effective the date the Agreement has been fully executed by the Licensor and by the Commonwealth and all approvals required by Commonwealth contracting procedures have been obtained.

RECITALS:

WHEREAS, this Agreement sets forth the Commonwealth’s software/services license requirements; and,

WHEREAS, Licensor’s [insert title of Licensor’s agreement] is attached hereto as Exhibit A, [and…(insert additional exhibits (including full name) that are also to be made part of this Agreement, if any)] and made a material part hereof by this reference; and

WHEREAS, this document, its Attachments, and Exhibit [insert exhibits that are to be made part of this Agreement] constitutes the Agreement between the Licensor and the Commonwealth.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and intending to be legally bound herby, the parties hereto covenant and agree as follows:

1. Recitals. The above recitals are hereby incorporated as a material part of these Software License Requirements.

2. Order of Precedence. The terms and conditions of this Agreement supplement, and to the extent a conflict exists, supersede and take precedence over the terms and conditions of the attached [insert exhibits that are to be made part of this Agreement]. The parties agree that

Page 1 of 18 the terms of this Agreement supersede and take precedence over the terms included in any quote, purchase order, terms of any shrink-wrap agreement included with the Licensed Products, terms of any click through agreement included with the Licensed Products or any other terms purported to apply to the Licensed Products. The products specified in Attachment 1, along with support and services for said products, shall be referred to as “Licensed Products.”

3. Enterprise Language:

(a) The parties agree that more than one agency of the Commonwealth (“Commonwealth Agency”) may license products subject to this Agreement, provided that the procurement of any Licensed Products by any Commonwealth Agency must be made pursuant to one or more executed purchase orders or purchase documents submitted by each Commonwealth Agency seeking to use the Licensed Products.

(b) The parties agree that, if the licensee is a “Commonwealth Agency” as defined by Section 103 of the Commonwealth Procurement Code, 62 Pa. C. S. § 103, the terms and conditions of this Agreement apply to the procurement of any Licensed Products made by the Commonwealth, and that the terms and conditions of this Agreement become part of the purchase order or other procurement document without further need for execution.

4. List of Licensed Products.

(a) Attached hereto and made a part of this Agreement by reference is Attachment 1, which lists the Licensed Products that may be licensed under this Agreement. With the consent of the Commonwealth, the list of Licensed Products on Attachment 1 may be updated by the Licensor providing the Commonwealth with a revised Attachment 1 that adds the new product to the list. The Commonwealth, in its sole discretion, may consent either via written communication directly to the Licensor or, if applicable, providing the Commonwealth’s reseller with a copy of Licensor’s notification to update Attachment 1.

(b) No amendment will be required to add a new Licensed Product to the list. If, however, the Licensor desires to add a new Licensed Product to the list that requires additional licensing terms or other requirements, either an amendment to this Agreement or a new agreement will be required.

5. Choice of Law/Venue. This Agreement shall be interpreted in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without giving effect to its conflicts of law provisions. The courts of the Commonwealth of Pennsylvania and the federal courts of the Middle District of Pennsylvania shall have exclusive jurisdiction over disputes under this Contract and the resolution thereof.

Page 2 of 18 6. Indemnification/Immunity. The Commonwealth does not have the authority to and shall not indemnify any entity. The Commonwealth agrees to pay for any loss, liability or expense, which arises out of or relates to the Commonwealth’s acts or omissions with respect to its obligations hereunder, where a final determination of liability on the part of the Commonwealth is established by a court of law or where settlement has been agreed to by the Commonwealth. This provision shall not be construed to limit the Commonwealth’s rights, claims or defenses that arise as a matter of law or pursuant to any other provision of this Agreement. No provision in this Agreement shall be construed to limit the sovereign immunity of the Commonwealth.

7. Patent, Copyright, Trademark and Trade Secret Protection.

(a) The Licensor shall, at its expense, defend, indemnify and hold the Commonwealth harmless from any suit or proceeding which may be brought by a third party against the Commonwealth, its departments, officers or employees for the alleged infringement of any United States patents, copyrights, trademarks or trade dress, or for a misappropriation of a United States trade secret arising out of performance of this Agreement (“Claim”), including all Licensed Products provided by the Licensor. For the purposes of this Agreement, “indemnify and hold harmless” shall mean the Licensor’s specific, exclusive, and limited obligation to (a) pay any judgments, fines and penalties finally awarded by a court of competent jurisdiction, governmental/administrative body or any settlements reached pursuant to a Claim and (b) reimburse the Commonwealth for its reasonable administrative costs or expenses, including without limitation reasonable attorney’s fees, it necessarily incurs in handling the Claim. The Commonwealth agrees to give the Licensor prompt notice of any such claim of which it learns. Pursuant to the Commonwealth Attorneys Act, Act of October 15, 1980, P.L. 950, No. 164, as amended, 71 P. S. §§ 732-101—732-506, the Office of Attorney General (“OAG”) has the sole authority to represent the Commonwealth in actions brought against the Commonwealth. The OAG, however, in its sole discretion, and under the terms the OAG deems appropriate, may delegate its right of defense of a Claim. If the OAG delegates the defense to the Licensor, the Commonwealth will cooperate with all reasonable requests of Licensor made in the defense of and/or settlement of a Claim. The Licensor shall not, without the Commonwealth’s consent, enter into any settlement agreement which (a) states or implies that the Commonwealth has engaged in any wrongful or improper activity other than the innocent use of the material which is the subject of the Claim, (b) requires the Commonwealth to perform or cease to perform any act or relinquish any right, other than to cease use of the material which is the subject of the Claim, or (c) requires the Commonwealth to make a payment which the Licensor is not obligated by this Agreement to pay on behalf of the Commonwealth. In all events, the Commonwealth shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. It is expressly agreed by the Licensor that, in the event it requests that the Commonwealth provide support to the Licensor in defending any such Claim, the Licensor shall reimburse the Commonwealth for all necessary expenses (including attorneys’ fees, if such are made necessary by the Licensor’s request)

Page 3 of 18 incurred by the Commonwealth for such support. If the OAG does not delegate to the Licensor the authority to control the defense and settlement of a Claim, the Licensor’s obligation under this section ceases. The Licensor, at its own expense, shall provide whatever cooperation the OAG requests in the defense of the suit.

(b) The Licensor agrees to exercise reasonable due diligence to prevent claims of infringement on the rights of third parties. The Licensor certifies that, in all respects applicable to this Agreement, it has exercised and will continue to exercise due diligence to ensure that all Licensed Products provided under this Agreement do not infringe on the patents, copyrights, trademarks, trade dress, trade secrets or other proprietary interests of any kind which may be held by third parties.

(c) If the defense of a Claim and the authority to control any potential settlements thereof is delegated to the Licensor, the Licensor shall pay all damages and costs finally awarded therein against the Commonwealth or agreed to by the Licensor in any settlement. If information and assistance are furnished by the Commonwealth at the Licensor’s written request, it shall be at the Licensor’s expense, but the responsibility for such expense shall be only that within the Licensor’s written authorization.

(d) If, in the Licensor’s opinion, any Licensed Product furnished hereunder is likely to or do become subject to a claim of infringement of a United States patent, copyright, trade dress or trademark, or for a misappropriation of trade secret, then without diminishing the Licensor’s obligation to satisfy any final award, the Licensor may, at its option and expense:

(i) substitute functional equivalents for the alleged infringing Licensed Product, or

(ii) obtain the rights for the Commonwealth to continue the use of such Licensed Product.

(e) If any of the Licensed Products provided by the Licensor are in such suit or proceeding held to constitute infringement and the use thereof is enjoined, the Licensor shall, at its own expense and at its option, either:

(i) procure the right to continue use of such infringing Licensed Products;

(ii) replace them with non-infringing items; or

(iii) modify them so that they are no longer infringing.

(f) If the use of any Licensed Product is enjoined and the Licensor is unable to do any of the preceding set forth in subsection (e) above, the Licensor, upon return of the Licensed Product, agrees to refund to the Commonwealth:

Page 4 of 18 (i) the license fee paid for the infringing Licensed Product, less the amount for the period of usage of the Licensed Product; and

(ii) the pro-rated portion of any maintenance fees representing the time remaining in any period of services for which payment was made.

(g) The obligations of the Licensor under this section survive the termination of this Agreement.

(h) Notwithstanding the above, the Licensor shall have no obligation under this section for:

(i) modification of any Licensed Products provided by the Commonwealth or a third party acting under the direction of the Commonwealth;

(ii) any material provided by the Commonwealth to the Licensor and incorporated into, or used to prepare any Licensed Products;

(iii) use of any Licensed Product after Licensor recommends discontinuation because of possible or actual infringement and has provided one of the remedies under subsection (e) or subsection (f) above;

(iv) use of any Licensed Product in other than the specified operating environment;

(v) the combination, operation, or use of the Licensed Products with other products, services, or deliverables not provided by the Licensor as a system or the combination, operation, or use of the Licensed Products, service, or deliverable, with any products, data, or apparatus that the Licensor did not provide;

(vi) infringement of a non-Licensed Product alone;

(vii) the Commonwealth’s use of any Licensed Product beyond the scope contemplated by the Agreement; or

(viii) the Commonwealth’s failure to use corrections or enhancements made available to the Commonwealth by the Licensor at no charge.

(i) The obligation to indemnify the Commonwealth, under the terms of this section, shall be the Licensor’s sole and exclusive obligation for the infringement or misappropriation of intellectual property.

8. Virus, Malicious, Mischievous or Destructive Programming.

Page 5 of 18 (a) The Licensor warrants that the Licensed Products as delivered by the Licensor does not contain any viruses, worms, Trojan Horses, or other malicious or destructive code to allow unauthorized intrusion upon, disabling of, or erasure of the Licensed Products (each a “Virus”). However, the Licensed Products may contain a key limiting use to the scope and quantity of the license(s) granted, and license keys issued by Licensor for temporary use are time-sensitive.

(b) The Licensor shall be liable for any damages incurred by the Commonwealth including, but not limited to, the expenditure of Commonwealth funds to eliminate or remove a computer virus or malicious, mischievous or destructive programming that results from the Licensor’s failure to take proactive measures to keep virus or malicious, mischievous or destructive programming from originating from the Licensor or any of its employees, subcontractors or consultants through appropriate firewalls and maintenance of anti-virus software and security updates (such as operating systems security patches, etc.).

(c) In the event of destruction or modification of any Licensed Products, the Licensor shall eliminate the virus, malicious, mischievous or destructive programming, restore the Commonwealth’s software, and be liable to the Commonwealth for any resulting damages.

9. Limitation of Liability.

(a) The Licensor’s liability to the Commonwealth under this Agreement shall be limited the total dollar amount of purchase orders issued for Licensed Products and services covered by this Agreement during the during the twelve (12)-month period prior to the event giving rise to the damage claim. This limitation does not apply to damages:

(i) for bodily injury;

(ii) for death;

(iii) for intentional injury;

(iv) to real property or tangible personal property for which the Licensor is legally liable;

(v) Under Section 7, Patent, Copyright, Trade Secret and Trademark Protection;

(vi) for damages related to a breach of the security of a system maintained or managed by the Licensor, including the costs for notification, mitigation and credit monitoring services required due to such breach; or

Page 6 of 18 (vii) under Section 8, Virus, Malicious, Mischievous or Destructive Programming.

(b) In no event will the Licensor be liable for consequential, indirect, or incidental damages unless otherwise specified in the Agreement.

10. Payment.

The Commonwealth will make purchase and make payment through a reseller contract or another procurement document, which shall control with regard to payment amounts and provisions.

11. Termination.

(a) The Licensor may not terminate for non-payment of an order issued through a reseller contract or another procurement document that controls payment.

(b) The Commonwealth may terminate this Agreement without cause by giving the Licensor 30 calendar days’ prior written notice (“Notice of Termination”) whenever the Commonwealth shall determine that such termination is in the best interest of the Commonwealth (“Termination for Convenience”).

12. Background Checks.

(a) Upon prior written request by the Commonwealth, the Licensor must, at its expense, arrange for a background check for each of its employees, as well as for the employees of its subcontractors, who will have access to the Commonwealth’s IT facilities, either through on site or remote access. Background checks are to be conducted via the Request for Criminal Record Check form and procedure found at http://www.psp.pa.gov/Pages/Request-a-Criminal-History-Record.aspx. The background check must be conducted prior to initial access by an IT employee and annually thereafter.

(b) Before the Commonwealth will permit an employee access to the Commonwealth’s facilities, the Licensor must provide written confirmation to the office designated by the applicable Commonwealth Agency that the background check has been conducted. If, at any time, it is discovered that an employee has a criminal record that includes a felony or misdemeanor involving terrorist threats, violence, use of a lethal weapon, or breach of trust/fiduciary responsibility; or which raises concerns about building, system, or personal security, or is otherwise job-related, the Licensor shall not assign that employee to any Commonwealth facilities, shall remove any access privileges already given to the employee, and shall not permit that employee remote access to Commonwealth facilities or systems, unless the Commonwealth Agency consents, in writing, prior to the access being provided. The Commonwealth Agency may withhold its consent at its sole discretion. Failure

Page 7 of 18 of the Licensor to comply with the terms of this subsection may result in the default of the Licensor under its Agreement with the Commonwealth.

(d) Access to certain Capitol Complex buildings and other state office buildings is controlled by means of card readers and secured visitors’ entrances. Commonwealth contracted personnel who have regular and routine business in Commonwealth worksites may be issued a photo identification or access badge subject to the requirements of the applicable Commonwealth Agency and the Department of General Services set forth in Enclosure 3 of Commonwealth Management Directive 625.10 Amended, Card Reader and Emergency Response Access to Certain Capitol Complex Buildings and Other State Office Buildings. The requirements, policy and procedures include a processing fee payable by the Licensor for contracted personnel photo identification or access badges.

13. Confidentiality.

(a) Definition. “Confidential Information:”

(i) For the Commonwealth: All data and other information of or in the possession of the Commonwealth or any Commonwealth Agency or any private individual, organization or public agency, in each case to the extent such information and documentation is not permitted to be disclosed to third parties under local, Commonwealth or federal laws and regulations or pursuant to any policy adopted by the Commonwealth or pursuant to the terms of any third-party agreement to which Commonwealth is a party.

(ii) For the Licensor: All information identified in writing by the Licensor as confidential or proprietary to Licensor or its subcontractors.

(b) Confidential Information. All Confidential Information of or relating to a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own confidential or proprietary information. Neither party shall disclose, publish, release, transfer or otherwise make available any Confidential Information of the other party in any form to, or for the use or benefit of, any person or entity without the other party’s consent. Subject to the other provisions of this Agreement, each party shall, however, be permitted to disclose relevant aspects of the other party’s Confidential Information to its officers, agents, subcontractors and personnel and to the officers, agents, subcontractors and personnel of its corporate affiliates or subsidiaries to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement; provided, however, that such party shall take all reasonable measures to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the provisions of this Agreement by

Page 8 of 18 such officers, agents, subcontractors and personnel and that such party shall be responsible for any unauthorized disclosure of the Confidential Information of the other party by such officers, agents, subcontractors or personnel; and further provided, that if the disclosure is by the Commonwealth to another contractor or sub-contractor, such disclosure is subject to a suitable non-disclosure agreement imposing equally or more stringent requirements for data privacy and security. Except to the extent provided otherwise by any applicable law, the obligations of this subsection (b) shall not apply with respect to information which:

(i) is developed by the other party without violating the disclosing party’s proprietary rights;

(ii) is or becomes publicly known (other than through unauthorized disclosure),

(iii) is disclosed by the owner of such information to a Third Party free of any obligation of confidentiality;

(iv) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality contract entered into before the Effective Date of the Agreement between the Commonwealth and the Licensor; or

(v) is rightfully received by the disclosing party free of any obligation of confidentiality.

(i) Notify the other party promptly of any known unauthorized possession, use or knowledge of the other party’s Confidential Information by any person or entity.

(ii) Promptly furnish to the other party full details known by such party relating to the unauthorized possession, use or knowledge thereof and shall use reasonable efforts to assist the other party in investigating or preventing the recurrence of any unauthorized possession, use or knowledge of the other party’s Confidential Information.

(iii) Use reasonable efforts to cooperate with the other party in any litigation and investigation against third parties deemed necessary by the other party to protect its proprietary rights.

(iv) Promptly use all reasonable efforts to prevent a recurrence of any such unauthorized possession, use or knowledge of the other party’s Confidential Information.

Page 9 of 18 (d) Cost of compliance; required disclosure. Each party shall bear the cost it incurs as a result of compliance with this section. The obligations in this section shall not restrict any disclosure by either party pursuant to any applicable law or pursuant to the order of any court or other legal process or government agency of competent jurisdiction (provided that the disclosing party shall give prompt notice to the non- disclosing party of such disclosure or order in a timeframe to allow the non- disclosing party to resist the disclosure or order).

(e) Submitting Confidential Information to the Commonwealth. The Licensor shall use the following process when submitting information to the Commonwealth it believes to be confidential and/or proprietary information or trade secrets:

(i) Prepare an un-redacted version of the appropriate document;

(ii) Prepare a redacted version of the document that redacts the information that is asserted to be confidential or proprietary information or a trade secret;

(iii) Prepare a signed written statement that states:

(1) the attached document contains confidential or proprietary information or trade secrets;

(2) the Licensor is submitting the document in both redacted and un- redacted format in accordance with Section 707(b) of the Right-to- Know Law, 65 P.S. § 67.707(b); and

(3) the Licensor is requesting that the document be considered exempt under Section 708(b)(11) of the Right-to-Know Law, 65 P.S. § 67.708(b)(11) from public records requests; and

(iv) Submit the two (2) documents with the signed written statement to the Commonwealth.

(f) Confidential Information at termination. Upon expiration or termination of this Agreement, or a purchase order or other procurement document for Licensed Products governed by the terms of this Agreement, and at any other time at the written request of a party, the other party must promptly return to such party all of such party’s Confidential Information and Data (and all copies of this information) that is in the other party’s possession or control, in whatever form. With regard to the Commonwealth’s Confidential Information and/or Data, the Licensor shall comply with the requirements of subsection (e).

(g) Not confidential. Additionally, neither the Agreement nor any pricing information related to the Agreement, nor purchase orders issued pursuant to the Agreement, will be deemed confidential.

Page 10 of 18 14. Sensitive Information.

(a) The Licensor shall not publish or otherwise disclose, except to the Commonwealth or the Licensor’s subcontractors, any information or data obtained hereunder from private individuals, organizations, or public agencies, in a way that allows the information or data furnished by or about any particular person or establishment to be identified.

(c) The Licensor will comply with all obligations under all applicable data protection legislation in relation to all personal data that is processed by it in the course of performing its obligations under this Agreement including by:

(i) Maintaining a valid and up to date registrations and certifications; and

(ii) Complying with all data protection legislation applicable to cross border data flows of personal data and required security measures for personal data.

15. Publicity/Advertisement. The Licensor must obtain written Commonwealth approval prior to mentioning the Commonwealth or a Commonwealth Agency in an advertisement, endorsement, or any other type of publicity. This includes the use of any trademark or logo.

16. Portability. The parties agree that a Commonwealth Agency may move a Licensed Product from machine to machine, whether physical or virtual, and to other locations, where those machines and locations are internal to the Commonwealth or to a Commonwealth contractor, as long as such relocation and the use being made of the Licensed Product comports with the license grant and restrictions. Notwithstanding the foregoing, a Commonwealth Agency may move the machine or appliance provided by the Licensor upon which the Licensed Product is installed.

17. Taxes-Federal, State and Local; Interest.

(a) The Commonwealth is exempt from all excise taxes imposed by the Internal Revenue Service and has accordingly registered with the Internal Revenue Service to make tax-free purchases under registration No. 23-23740001-K. With the exception of purchases of the following items, no exemption certificates are required and none will be issued: undyed diesel fuel, tires, trucks, gas-guzzler emergency vehicles, and sports fishing equipment. The Commonwealth is also exempt from Pennsylvania sales tax, local sales tax, public transportation assistance taxes, and fees and vehicle rental tax. The Department of Revenue regulations provide that exemption certificates are not required for sales made to governmental

Page 11 of 18 entities and none will be issued. Nothing in this section is meant to exempt a construction contractor from the payment of any of these taxes or fees which are required to be paid with respect to the purchase, use, rental or lease of tangible personal property or taxable services used or transferred in connection with the performance of a construction contract.

(b) The only interest the Commonwealth is authorized to pay is in accordance with Act of December 13, 1982, P.L. 1155, No. 266, as amended, 72 P. S. § 1507, (relating to Interest Penalties on Commonwealth Accounts) and accompanying regulations 4 Pa. Code §§ 2.31—2.40 (relating to Interest Penalties for Late Payments).

18. Commonwealth Audit Responsibilities.

(a) The Commonwealth will maintain, and promptly provide to the Licensor upon request, accurate records regarding use of the Licensed Products by or for the Commonwealth. If the Commonwealth becomes aware of any unauthorized use of all or any part of the Licensed Products, the Commonwealth will notify the Licensor promptly, providing reasonable details. The limit of the Commonwealth’s responsibility for use of the Licensed Products by more individuals than are permitted by the licensing terms applicable to the Licensed Products shall be to purchase additional licenses and Maintenance and Support (if applicable) for such Licensed Products through a reseller contract or another procurement document.

(b) The Commonwealth will perform a self-audit upon the request of the Licensor, which request may not occur more often than annually, and report any change in user count (hereinafter “True up number”). The Commonwealth shall notify the Licensor of the True up number no later than 45 calendar days after the request that the Commonwealth perform a self-audit. If the user count has increased, the Commonwealth will make an additional purchase of the Licensed Products through a reseller contract or another procurement document, which is equivalent to the additional users. This section sets out the sole software license audit right under this Agreement.

19. Right-to-Know Law. The Pennsylvania Right-to-Know Law, Act of February 14, 2008, P.L. 6, No. 3, 65 P.S. §§ 67.101—3104 (“RTKL”), applies to this Agreement.

20. Third-Party Software. If a Licensed Product utilizes or includes third party software and other copyrighted material and is subject, therefore, to additional licensing terms, acknowledgements or disclaimers compliance with this Agreement constitutes compliance with those third-party terms. The parties agree that the Commonwealth, by acknowledging third-party software, does not agree to any terms and conditions of the third-party software agreements that are inconsistent with or supplemental to this Agreement.

21. Attorneys’ Fees. The Commonwealth will not pay attorneys’ fees incurred by or paid by the Licensor.

Page 12 of 18 22. Controversies.

(a) Pursuant to Section 1712.1 of the Commonwealth Procurement Code, 62 Pa. C.S. § 1712.1, in the event of a claim arising from the Agreement or a purchase order, the Licensor, within six (6) months after the claim accrues, must file a written claim with the contracting officer for a determination. The claim shall state all grounds upon which the Licensor asserts a controversy exists. If the Licensor fails to file a claim or files an untimely claim, the Licensor is deemed to have waived its right to assert a claim in any forum. At the time the claim is filed, or within 60 days thereafter, either party may request mediation through the Commonwealth Office of General Counsel Dispute Resolution Program, http://www.ogc.pa.gov/Services%20to%20Agencies/Mediation%20Procedures/Pa ges/default.aspx.

(b) If the Licensor or the contracting officer requests mediation and the other party agrees, the contracting officer shall promptly make arrangements for mediation. Mediation shall be scheduled so as to not delay the issuance of the final determination beyond the required 120 days after receipt of the claim if mediation is unsuccessful. If mediation is not agreed to or if resolution is not reached through mediation, the contracting officer shall review timely-filed claims and issue a final determination, in writing, regarding the claim. The final determination shall be issued within 120 days of the receipt of the claim, unless extended by consent of the contracting officer and the Licensor. The contracting officer shall send his/her written determination to the Licensor. If the contracting officer fails to issue a final determination within the 120 days (unless extended by consent of the parties), the claim shall be deemed denied. The contracting officer’s determination shall be the final order of the purchasing agency.

(c) Within 15 days of the mailing date of the determination denying a claim or within 135 days of filing a claim if, no extension is agreed to by the parties, whichever occurs first, the Licensor may file a statement of claim with the Commonwealth Board of Claims. Pending a final judicial resolution of a controversy or claim, the Licensor shall proceed diligently with the performance of the Agreement or purchase order in a manner consistent with the determination of the contracting officer and the Commonwealth shall compensate the Licensor pursuant to the terms of the Agreement, purchase order or other procurement document.

23. Insurance [If applicable. Necessary if accessing Commonwealth remotely or physically; (a)(i)and (a)(ii) mandatory in that instance].

(a) The Licensor shall maintain at its expense, and require its agents, contractors and subcontractors to procure and maintain, as appropriate, the following types and amounts of insurance issued by companies acceptable to the Commonwealth and authorized to conduct such business under the laws of the Commonwealth:

Page 13 of 18 (i) Workers’ Compensation Insurance for all of the employees engaged in performing Services in accordance with the Worker’s Compensation Act, the Act of June 2, 1915, P.L. 736, No. 338, reenacted and amended June 21, 1939, P.L. 520, No. 281, as amended, 77 P.S.§§ 101—2708.

(ii) Commercial general liability insurance providing coverage from claims for damages for personal injury, death (including bodily injury), sickness or disease, accidental death and damage to and property of others, including loss of use resulting from any property damage which may arise from the Licensor’s operations under this Agreement, whether such operation be by the Licensor, its agent, contractor or subcontractor, or by anyone directly or indirectly employed by either. The limits of such insurance shall be in an amount not less than $500,000 per person and $2,000,000 per occurrence, personal injury and property damage combined. Such policies shall be occurrence based rather than claims-made policies and shall name the Commonwealth of Pennsylvania as an additional insured, as its interests may appear. The insurance shall not contain any endorsements or any other form designed to limit and restrict any action by the Commonwealth as an additional insured against the insurance coverages in regard to the Services performed for or supplies provided to the Commonwealth.

(iii) Professional and Technology-Based Services Liability Insurance (insuring against damages and claim expenses as a result of claims arising from any actual or alleged wrongful acts in performing cyber and technology activities) in the amount of $2,000,000, per accident/occurrence/annual aggregate.

(iv) Technology Products Liability/Professional Liability/Errors & Omissions Insurance in the amount of $2,000,000, per accident/occurrence/annual aggregate, covering the Licensor, its employees, agents, contractors, and subcontractors in the performance of all services.

(v) Comprehensive crime insurance in an amount of not less than $5,000,000 per claim.

(vi) Information Security and Privacy Liability Insurance including Privacy Notification Costs (including coverage for Technology Professional Liability if not covered under Licensor’s Professional Liability/Errors and Omissions Insurance referenced above) in the amount of $3,000,000, per accident/occurrence/annual aggregate, covering the Licensor, its employees, agents, contractors, and subcontractors in the performance of all services.

(b) Certificate of Insurance. Prior to providing Licensed Products under this Agreement, and annually thereafter, the Licensor shall provide the Commonwealth with a copy of each current certificate of insurance required by this section. These

Page 14 of 18 certificates shall contain a provision that coverages afforded under the policies will not be canceled or changed in such a way to cause the coverage to fail to comply with the requirements of this section until at least 15 days’ prior written notice has been received by the Commonwealth. Such cancellation or change shall not relieve the Licensor of its continuing obligation to maintain insurance coverage in accordance with this section.

(c) Insurance coverage length. The Licensor agrees to maintain such insurance for the life of any applicable purchase order issued pursuant to the Agreement.

24. Signatures. The fully executed Agreement may not contain ink signatures by the Commonwealth. In that event, the Licensor understands and agrees that the receipt of an electronically-printed Agreement with the printed name of the Commonwealth purchasing agent constitutes a valid, binding contract with the Commonwealth. The printed name of the purchasing agent represents the signature of that individual who is authorized to bind the Commonwealth to the obligations contained in the Agreement. The printed name also indicates that all approvals required by Commonwealth contracting procedures have been obtained.

25. Travel. The Licensor shall not be allowed or paid travel or per diem expenses except as specifically set forth in the Agreement or Statement of Work. If not otherwise specified in the Agreement or Statement of Work, travel and related expenses shall be reimbursed in accordance with Management Directive 230.10 Amended, Commonwealth Travel Policy, and Manual 230.1, Commonwealth Travel Procedures Manual.

26. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes and integrates all prior discussions, agreements and understandings pertaining thereto. No modification of this Agreement will be effective unless in writing and signed by both Parties.

27. Survival. The termination or expiration of this Agreement will not affect any provisions of this Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: definitions, confidentiality, term and termination, effect of termination, intellectual property, license compliance, limitation of liability, indemnification and privacy.

28. Force Majeure. Neither party to this Agreement will incur any liability to the other if its performance of any obligation under this Agreement is prevented or delayed by causes beyond its reasonable control and without the fault or negligence of either party. Causes beyond a party’s reasonable control may include, but are not limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and freight embargoes. The Licensor shall notify the Commonwealth orally within five (5) days and in writing within 10 days of the date on which the Licensor becomes aware, or should have reasonably become aware, that such cause would prevent or delay the Licensor’s performance. Such

Page 15 of 18 notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under the contract is prevented or delayed, and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. After receipt of such notification, the Commonwealth may elect either to cancel the Agreement or to extend the time for performance as reasonably necessary to compensate for the Licensor’s delay. In the event of a declared emergency by competent governmental authorities, the Commonwealth by notice to the Licensor, may suspend all or a portion of the Agreement or Purchase Order referencing the Agreement.

29. Integration Clause. This Agreement, including all exhibits and referenced documents, and any Purchase Orders referencing this Agreement, constitutes the entire agreement between the parties. No agent, representative, employee or officer of the Commonwealth or of the Licensor has authority to make any statement, agreement, or representation, oral or written, in connection with this Agreement, which in any way can be deemed to modify, add to, or detract from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of this Agreement. No modifications, alterations, changes, or waiver to this Agreement or any of its terms shall be valid or binding unless accomplished by a written amendment executed by the parties.

Page 16 of 18 IN WITNESS WHEREOF, the Parties to this Agreement have executed it, through their respective duly authorized representatives.

Witness: Licensor:

Signature Date Signature Date

Printed Name Printed Name

Title Title

COMMONWEALTH OF PENNSYLVANIA

GOVERNOR’S OFFICE OF ADMINISTRATION

See Section 24 Agency Head or Designee

APPROVED AS TO FORM AND LEGALITY:

See Section 24 See Section 24 Office of Chief Counsel Office of General Counsel

See Section 24 Office of Attorney General

APPROVED:

See Section 24 Comptroller

Page 17 of 18 ATTACHMENT 1

LIST OF LICENSED PRODUCTS

With the consent of the Commonwealth, additional Licensed Products may be added to this attachment by Licensor providing the Commonwealth with a new copy of this Attachment 1.

Licensed Products:

The Licensed Products include (list all titles covered by this Agreement):

Page 18 of 18 EXHIBIT B-3

Requirements for Non-Commonwealth Hosted Applications/Services

The purpose of this Exhibit is to define requirements for technology solutions procured by the Commonwealth that are not hosted within Commonwealth infrastructure.

A. Hosting Requirements

(1) The Licensor/Reseller shall supply all hosting equipment (hardware and software) required for performance of the software and services set forth in the Quote and Statement of Work.

(2) The Licensor/Reseller shall provide secure access to applicable levels of users via the internet.

(3) The Licensor/Reseller shall use commercially reasonable resources and efforts to maintain adequate internet connection bandwidth and server capacity.

(4) The Licensor/Reseller shall maintain all hosting equipment (hardware and software) and replace as necessary to maintain compliance with the Service Level Agreements.

(5) The Licensor/Reseller shall monitor, prevent and deter unauthorized system access. Any and all known attempts must be reported to the Commonwealth within two (2) business days or as otherwise set forth in the Software/Services License Requirements Agreement or the Statement of Work. In the event of any impermissible disclosure unauthorized loss or destruction of Confidential Information, the receiving Party must immediately notify the disclosing Party and take all reasonable steps to mitigate any potential harm or further disclosure of such Confidential Information. In addition, pertaining to the unauthorized access, use, release, or disclosure of data, the Licensor/Reseller shall comply with state and federal data breach notification regulations and shall report security incidents to the Commonwealth within one (1) hour of when the Licensor/Reseller has reasonable confirmation of such unauthorized access, use, release, or disclosure of data.

(6) The Licensor/Reseller or the Licensor’s/Reseller’s subcontractor shall allow the Commonwealth or its delegate, at times chosen by the Commonwealth, and within at least three (3) business days’ notice, to review the hosted system’s data center locations and security architecture.

(7) The Licensor/Reseller employees or subcontractors, who are directly responsible for day-to-day monitoring and maintenance of the hosted system, shall have industry standard certifications applicable to the environment and system architecture used.

Page 1 of 6 (8) The Licensor/Reseller or the Licensor’s/Reseller’s subcontractor shall locate servers in a climate-controlled environment. The Licensor/Reseller or the Licensor’s/Reseller’s subcontractor shall house all servers and equipment in an operational environment that meets industry standards including climate control, fire and security hazard detection, electrical needs, and physical security.

(9) The Licensor/Reseller shall examine system and error logs daily to minimize and predict system problems and initiate appropriate action.

(10) The Licensor/Reseller shall completely test and apply patches for all third-party software products before release.

(11) The Licensor/Reseller shall provide the Commonwealth with its annual American Institute of Certified Public Accountants (AICPA) Attestation Standard (AT) Sec. 101 Service Organization Control (“SOC”) 2, Type 2 certification (AT Sec. 101 SOC 2, Type 2), or an equivalent certification approved by the Commonwealth. Equivalent certifications include, but are not limited to: International Organization of Standards (ISO) 2700x certification; certification under the Federal Information Security Management Act (FISMA); and AT Sec. 101 SOC 3 (SysTrust/WebTrust) certification. Annually, Licensor/Reseller shall provide an AT Sec. 101 SOC 2, Type 2 audit report, or its equivalent, to the Commonwealth upon request.

B. System Availability (as applicable)

(1) The Licensor/Reseller shall make available the system and any custom software on a {basis for system availability ex. 24 x 7} basis.

(2) The Licensor/Reseller shall perform routine maintenance during the planned weekly maintenance period of {insert weekly maintenance period ex. Daily from Midnight to 5am Eastern time}. Routine maintenance shall include, but is not limited to, server upgrades/patching, software upgrades/patching and hardware maintenance. {Remove the following sentence if this is not an availability requirement} In order to maintain system availability, the Licensor or Reseller is expected to rollover to a backup site during maintenance periods.

(3) The Licensor/Reseller shall perform non-routine maintenance at a mutually agreeable time with {insert time period for advance notice ex. two (2) weeks} advance notice to the Commonwealth.

(4) From time to time, emergency maintenance may be required to bring down the system. In such situations, if possible, the Licensor/Reseller shall give the Commonwealth advance notice before the system goes down for maintenance. The Licensor/Reseller will limit the emergency maintenance to those situations which require immediate action of bringing down the system that cannot wait for the next scheduled maintenance period. {Remove the following sentence if this is not an

Page 2 of 6 availability requirement}. It is expected that the ______will rollover to a backup site during any such emergency maintenance.

C. Security Requirements

(1) The Licensor/Reseller shall conduct a third party independent security/vulnerability assessment at its own expense on an annual basis, and submit the results of such assessment to the Commonwealth within {insert time period ex. three (3) business days} of receipt.

(2) The Licensor/Reseller shall comply with Commonwealth directions/resolutions to remediate the results of the security/vulnerability assessment to align with the standards of the Commonwealth.

(3) The Licensor/Reseller shall use industry best practices to protect access to the system with a firewall and firewall rules to prevent access by non-authorized users and block all improper and unauthorized access attempts.

(4) The Licensor/Reseller shall use industry best practices to provide applicable system intrusion detection and prevention in order to detect intrusions in a timely manner.

(5) The Licensor/Reseller shall use industry best practices to provide applicable malware and virus protection on all servers and network components.

(6) The Licensor/Reseller shall limit access to the Commonwealth specific systems and servers and provide access only to those staff that must have access to provide services proposed.

(7) The Licensor/Reseller will provide all Services, using security technologies and techniques in accordance with industry best practices and the Commonwealth’s security policies, procedures and requirements, including those relating to the prevention and detection of intrusions (See Exhibit B-3 A), and any other inappropriate use or access of systems and networks.

D. Data Storage

(1) The Licensor/Reseller shall use industry best practices to update and patch all applicable systems and third party software security configurations to reduce security risk. The Licensor/Reseller shall protect their operational systems with applicable anti-virus, host intrusion protection, incident response monitoring and reporting, network firewalls, application firewalls, and employ system and application patch management to protect its network and customer data from unauthorized disclosure.

(2) The Licensor/Reseller shall be solely responsible for applicable data storage required.

Page 3 of 6

(3) The Licensor/Reseller shall take all commercially viable and applicable measures to protect the data including, but not limited to, the backup of the servers on a daily basis in accordance with industry best practices and encryption techniques.

(4) The Licensor/Reseller agrees to have appropriate controls in place to protect critical or sensitive data and shall employ stringent policies, procedures, to protect that data particularly in instances where sensitive data may be stored on a Licensor/Reseller controlled or owned electronic device.

(5) The Licensor/Reseller shall utilize a secured backup solution to prevent loss of data, back up all data every day and store backup media. Stored backup media must be kept in an all-hazards protective storage safe at the worksite and when taken offsite. All back up data and media shall be encrypted.

E. Disaster Recovery

Licensor/Reseller shall employ reasonable disaster recovery procedures to assist in preventing interruption in the use of the system.

F. Data Exchange/Interface Requirements [insert applicable requirements, if any]

G. PCI Compliance {Only use if Licensor or Reseller processes payment card data.}

(1) Licensor/Reseller is obliged to adhere to the Payment Card Industry Data Security Standard (PCI DSS) if it processes payment card data. Moreover, theLicensor/Reseller shall certify that i Information Technology practices conform to and meet current PCI DSS standards as defined by the PCI Security Standards Council at https://www.pcisecuritystandards.org/security_standards/index.php.

(2) The Licensor/Reseller will monitor these PCI DSS standards and its Information Technology practices and the Licensor/Reseller will notify the Commonwealth within one (1) week, if its practices should not conform to such standards. The Licensor/Reseller will provide a letter of certification to attest to meeting this requirement and agrees to the Commonwealth's right-to-audit either by Commonwealth or external third party auditors.

(3) The Licensor/Reseller agrees that it may (1) create, (2) receive from or on behalf of the Commonwealth, or (3) have access to, payment card records or record systems containing cardholder data including credit card numbers (collectively, the “Cardholder Data”). The Licensor/Reseller shall comply with the Payment Card Industry Data Security Standard (“PCI-DSS”) requirements for Cardholder Data that are prescribed by the payment brands (as appropriate including Visa, MasterCard, American Express, Discover), as they may be amended from time to time (collectively, the “PCIDSS Requirements”). The Licensor/Reseller acknowledges and agrees that Cardholder Data may only be used for assisting in

Page 4 of 6 completing a card transaction, for fraud control services, for loyalty programs, or as specifically agreed to by the payment brands, for purposes of the Agreement/Purchase Order or as required by applicable law.

H. Adherence to Policy

(1) The Licensor/Reseller support and problem resolution solution shall provide a means to classify problems as to criticality and impact and with appropriate resolution procedures and escalation process for each classification of problem.

(2) The Licensor/Reseller shall abide by the applicable Commonwealth’s Information Technology Policies (ITPs), including a list of the most relevant being attached hereto as Exhibit B-3 A.

(3) Licensor/Reseller shall comply with all pertinent federal and state privacy regulations.

I. Closeout

When the purchase order(s) term expires or terminates, and a new purchase order(s) has not been issued by a Commonwealth Agency to the Commonwealth Software Reseller within sixty (60) days of expiration or termination, and at any other time at the written request of the Commonwealth; the Licensor/Reseller must promptly return to the Commonwealth all Commonwealth’s data (and all copies of this information) that is in the Licensor’s/Reseller’s possession or control. The Commonwealth’s data shall be returned in a format agreed to by the Commonwealth.

Page 5 of 6 EXHIBIT B-3 A

Information Technology Policies (ITPs) for Outsourced/Licensor(s)-hosted Solutions

ITP Number Title Type

ACC001 IT Accessibility Policy Policy

INF001 Database Management Systems Policy

INF003 Data Modeling Standards Policy

INFRM006 Electronic Documents Management Systems Policy

PRV001 Commonwealth of Pennsylvania Electronic Information Privacy Policy Policy

SEC001 Enterprise Host Security Software Suite Standards and Policy Policy

SEC004 Enterprise Web Application Firewall Policy

SEC005 Commonwealth Application Certification and Accreditation Policy

SEC007 Minimum Standards for User IDSs and Passwords Policy

SEC010 Virtual Private Networks Standards Policy

SEC011 Enterprise Policy and Software Standards for Agency Firewalls Policy

SEC019 Policy and Procedures for Protecting Commonwealth Electronic Data Policy

SEC020 Encryption Standards for Data at Rest Policy

SEC024 IT Security Incident Reporting Policy Policy

SEC025 Proper Use and Disclosure of Personally Identifiable Information (PII) Policy

SEC031 Encryption Standards for Data in Transit Policy

SEC034 Enterprise Firewall Rule Set Policy SFT006 Internet Browser Policy Policy SFT007 Office Productivity Software Policy Policy

SYM003 Off-site Storage for Commonwealth Agencies Policy

SYM006 Commonwealth IT Resources Patching Policy Policy

Page 6 of 6

THE COMMONWEALTH OF MASSACHUSETTS EXECUTIVE OFFICE FOR ADMINISTRATION AND FINANCE

OPERATIONAL SERVICES DIVISION

ONE ASHBURTON PLACE, 10TH FLOOR, ROOM 1017, BOSTON, MASSACHUSETTS 02108-1552

Request for Response (RFR)

Agency Document Title: ITS58 Software Reseller

COMMBUYS Bid #: BD-15-1080-OSD01-OSD10-00000003276 March 9, 2015

This version of the RFR incorporates all amendments to the text of the RFR. It does not include two amendments to the "State of New Jersey Standard Terms and Conditions as amended by the Addendum to the State of New Jersey Standard Terms and Conditions", a separate attachment, which was amended by Bid Q & A responses #28 and #36. See COMMBUYS BD-15-1080-OSD01-OSD10-00000003276 Q & A tab for details of these amendments.

Please Note: This is a single document associated with a complete Bid (also referred to as Solicitation) that can be found on www.COMMBUYS.com. All Bidders are responsible for reviewing and adhering to all information, forms and requirements for the entire Bid, which are all incorporated into the Bid. Bidders may also contact the COMMBUYS Helpdesk at [email protected] or the COMMBUYS Helpline at 1-888-MA- STATE. The Helpline is staffed from 8:00 AM to 5:00 PM Monday through Friday Eastern Standard or Daylight time, as applicable, except on federal, state and Suffolk county holidays.

Document Sensitivity Level: High during development; Low once published.

1 RFR INTRODUCTION AND GENERAL DESCRIPTION ...... 1

1.1 PROCUREMENT SCOPE AND DESCRIPTION ...... 1 1.2 NUMBER OF AWARDS ...... 1 1.3 ADDING CONTRACTORS AFTER INITIAL STATEWIDE CONTRACT AWARD ...... 1 1.4 ELIGIBLE ENTITIES ...... 1 1.4.1 MASSACHUSETTS ...... 1 1.4.2 NEW JERSEY ...... 2 1.4.3 RHODE ISLAND ...... 2 1.4.4 VERMONT ...... 2 1.5 ACQUISITION METHOD(S) ...... 2 1.6 CONTRACT DURATION ...... 2 1.7 PERFORMANCE AND PAYMENT TIME FRAMES THAT EXCEED CONTRACT DURATION ...... 3 1.8 ESTIMATED VALUE OF THE CONTRACT (INCLUDING ALL OPTIONS TO RENEW) ...... 3 1.9 USAGE PATTERN – CURRENT CONTRACT (MASSACHUSETTS) ...... 3 1.10 MANDATORY USE CONTRACT ...... 4

2 ESTIMATED PROCUREMENT CALENDAR ...... 5

2.1 WRITTEN QUESTIONS VIA THE BID Q&A ON COMMBUYS ...... 5 2.2 LOCATING BID Q&A ...... 6 2.3 DEBRIEFINGS ...... 6

3 SPECIFICATIONS ...... 6

3.1 BIDDER QUALIFICATIONS ...... 6 3.1.1 YEARS IN THE INDUSTRY OF THE SOLICITATION ...... 6 3.1.2 SOFTWARE PUBLISHER RELATIONSHIPS ...... 6 3.1.3 GROSS ANNUAL INCOME ...... 8 3.1.4 OPEN RATINGS/DUN & BRADSTREET (D&B) ...... 8 3.1.5 COMPARABLE CUSTOMERS ...... 9 3.1.6 REFERENCES...... 10 3.2 SPECIFICATIONS ...... 10 3.2.1 RESTRICTED SOFTWARE PUBLISHERS ...... 10 3.2.2 ORGANIZATION AND STAFFING ...... 10 3.2.3 VOLUME LICENSE AGREEMENTS (VLAS) ...... 11 3.2.4 PRESALES ASSISTANCE ...... 12 3.2.5 TIME TO RETURN PHONE CALLS OR RESPOND TO EMAILS ...... 12 3.2.6 QUOTES AND CATALOG ...... 12 3.2.7 SHIPPING AND DELIVERY ...... 14 3.2.8 INVOICING ...... 15 3.2.9 NOTIFICATION OF UPCOMING MAINTENANCE EXPIRATION ...... 16 3.2.10 UPGRADES AND/OR “PATCHES” ...... 16 3.2.11 SERVICES PROVIDED BY THE SOFTWARE PUBLISHER ...... 16 3.2.12 CUSTOMER SERVICE LEVELS ...... 19 3.2.13 IMPLEMENTATION/TRANSITION ...... 20 3.2.14 REQUIREMENTS AT STATEWIDE CONTRACT TERMINATION ...... 20 3.2.15 EMERGENCY RESPONSE PLANS/PREPAREDNESS (MASSACHUSETTS AND VERMONT ONLY) ...... 20 3.3 COMPENSATION STRUCTURE/PRICING ...... 20

Table of Contents Page i Document Sensitivity Level: High during development; Low once published.

3.3.1 STATEWIDE CONTRACT ADMINISTRATION FEE ...... 20 3.3.2 FIXED COST-PLUS OR COST-MINUS PERCENTAGES ...... 20 3.3.3 SOFTWARE PUBLISHER TIERS ...... 21 3.3.4 TWO MARKUP/MARKDOWN LEVELS ...... 21 3.3.5 ADDITIONAL PRICING TERMS ...... 21 3.3.6 TRAVEL EXPENSES AND ALL OTHER EXPENSES (MASSACHUSETTS, RHODE ISLAND AND VERMONT) ...... 22 3.4 SUPPLIER DIVERSITY PROGRAM (SDP) PLAN (MASSACHUSETTS ONLY) ...... 22 3.4.1 SUPPLIER DIVERSITY PROGRAM SUBCONTRACTING POLICIES ...... 23 3.5 PARTICIPATION IN OSD’S ANNUAL MARKETING EVENT, MASSBUYS (MASSACHUSETTS ONLY) 23 3.6 ADDITIONAL REQUIREMENTS FOR DOING BUSINESS AFTER A CONTRACT HAS BEEN AWARDED 23 3.6.1 STATEWIDE CONTRACT ADMINISTRATION FEE AND REPORT ...... 23 3.6.2 CONTRACT COST COMPLIANCE VERIFICATION ...... 25 3.6.3 SECURITY AND CONFIDENTIALITY ...... 26 3.6.4 CHANGE NOTIFICATION ...... 26 3.6.5 REPORT REQUIREMENTS ...... 26 3.6.6 REQUIREMENTS AT STATEWIDE CONTRACT OR ENGAGEMENT TERMINATION ...... 28 3.6.7 RESTRICTION FROM NEW BUSINESS ...... 28

4 EVALUATION CRITERIA ...... 29

4.1 MANDATORY REQUIREMENTS AND DESIRABLE SPECIFICATIONS ...... 29 4.2 EVALUATION CRITERIA ...... 29 4.2.1 SUPPLIER DIVERSITY PLAN ...... 29 4.2.2 OTHER EVALUATION CRITERIA ...... 29

5 HOW TO SUBMIT A BID RESPONSE ...... 29

5.1 QUOTE SUBMISSION METHOD ...... 29 5.2 COMMBUYS QUOTE SUBMISSION TRAINING AND INSTRUCTIONS ...... 29 5.3 WEBCAST VIDEO ON HOW TO FIND BIDS (SOLICITATIONS) AND SUBMIT QUOTES (RESPONSES) THROUGH COMMBUYS...... 30 5.4 COMMBUYS SUPPORT ...... 30 WEBSITE: ...... 30 EMAIL: ...... 30 TELEPHONE: ...... 30 5.5 BID OPENING DATE/TIME ...... 30 5.6 QUOTE CONTENTS ...... 30 5.7 RFR CHECKLIST AND BIDDER RESPONSE FORM ...... 30 5.8 ADDITIONAL QUOTE TERMS ...... 30 5.9 QUOTE MATERIALS ...... 30 5.10 ELECTRONIC SIGNATURES ...... 30 5.11 INK SIGNATURES ...... 31 5.11.1 MASSACHUSETTS ...... 31 5.11.2 NEW JERSEY ...... 31 5.11.3 RHODE ISLAND ...... 31 5.11.4 VERMONT ...... 31 5.12 LIMITS AND RESTRICTIONS ...... 31 5.12.1 DOCUMENT PAGES ...... 31 Table of Contents Page ii Document Sensitivity Level: High during development; Low once published.

5.12.2 FILE NAMING CONVENTIONS ...... 32 5.12.3 FILE FORMAT RESTRICTIONS ...... 32 5.13 WITHDRAWING A QUOTE ...... 32 5.14 PRIOR TO BID OPENING DATE/TIME ...... 32 5.15 AFTER BID OPENING DATE/TIME...... 32

6 APPENDIX 1 – REQUIRED TERMS FOR ALL STATEWIDE RFRS ...... 33

6.1 GENERAL PROCUREMENT INFORMATION ...... 33 6.1.1 ALTERATIONS ...... 33 6.1.2 BIDDER’S CONTACT INFORMATION ...... 33 6.1.3 COMMBUYS MARKET CENTER ...... 33 6.1.4 COMMBUYS SUBSCRIPTION ...... 33 6.1.5 COSTS ...... 34 6.1.6 MINIMUM QUOTE DURATION...... 34 6.1.7 OWNERSHIP OF SUBMITTED QUOTES ...... 34 6.1.8 PROHIBITIONS ...... 34 6.1.9 PUBLIC RECORDS LAW ...... 34 6.1.10 REASONABLE ACCOMMODATION ...... 34 6.2 EVALUATION – BEST VALUE SELECTION AND NEGOTIATION ...... 34 6.3 TERMS AND REQUIREMENTS PERTAINING TO AWARDED STATEWIDE CONTRACTS ...... 34 6.3.1 TAX EXEMPTION ...... 34 6.3.2 CONTRACTOR’S CONTACT INFORMATION ...... 35

7 APPENDIX 2 – REQUIRED TERMS FOR ALL INFORMATION TECHNOLOGY STATEWIDE RFRS (MASSACHUSETTS ONLY) ...... 39

7.1 ENTERPRISE POLICY AND STANDARDS ...... 39 7.2 CLARIFICATION OF LANGUAGE IN SECTION 11, INDEMNIFICATION OF THE COMMONWEALTH TERMS AND CONDITIONS ...... 39 7.3 EXECUTIVE ORDER 504 INFORMATION TECHNOLOGY SYSTEM AND DATA SECURITY DISCLOSURE AND COMMITMENT FORM ...... 39

8 APPENDIX 3 - INSTRUCTIONS FOR EXECUTION AND SUBMISSION OF COMMONWEALTH STANDARD FORMS (MASSACHUSETTS ONLY) ...... 41

8.1 COMMONWEALTH STANDARD CONTRACT FORM ...... 41 8.2 BIDDERS MUST ENTER THE SAME PROMPT PAY DISCOUNT ON THE STANDARD CONTRACT FORM THAT THEY HAVE BID IN THE RESPONSE FORM...... 41 8.3 COMMONWEALTH TERMS AND CONDITIONS ...... 41 8.4 CONTRACTOR AUTHORIZED SIGNATORY LISTING ...... 41 8.5 REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION (MASS. SUBSTITUTE W9 FORM) ...... 42 8.6 SUPPLIER DIVERSITY PROGRAM (SDP) PLAN FORM #2 – DECLARATION OF SDP PARTNERS ... 42 8.7 SUPPLIER DIVERSITY PROGRAM (SDP) PLAN FORM #1 – SDP PLAN COMMITMENT ...... 42

9 APPENDIX 4 - INSTRUCTIONS FOR VENDORS RESPONDING TO BIDS ELECTRONICALLY THROUGH COMMBUYS ...... 43

Table of Contents Page iii Document Sensitivity Level: High during development; Low once published.

10 APPENDIX 5 – LETTER FOR SUBMISSION WITH SOFTWARE PUBLISHER QUOTES 45

11 APPENDIX 6 – SOFTWARE PUBLISHERS USED IN CALENDAR YEAR 2014 ...... 46

12 GLOSSARY ...... 65

Table of Contents Page ii Document Sensitivity Level: High during development; Low once published.

1 RFR INTRODUCTION AND GENERAL DESCRIPTION 1.1 Procurement Scope and Description This RFR is to create the successor Contract to ITS42 Software Reseller contract. Throughout this RFR, unless otherwise stated, Commonwealth refers to the Commonwealth of Massachusetts and the States of New Jersey, Rhode Island and Vermont. All of these States are presently using ITS42. The Commonwealth seeks software resellers to provide software (including Software as a Service (“SaaS”)), training, pre-sales assistance, documentation, installation, configuration, maintenance, support, customization (Massachusetts, New Jersey [subject to limitations in the New Jersey Method of Operation and written approval of the New Jersey State Contract Manager], and Vermont only), and volume license agreement (VLA) administration. In addition, software packaged with hardware as an appliance may be provided, but only with the written approval of the State Contract Manager for each State on a case-by-case basis. The entire agreement between Software Reseller and Commonwealth or participating State in the following order of precedence consists of: (1) the Commonwealth of Massachusetts Standard Terms and Conditions and the Massachusetts Standard Contract Form, or other required standard contract documents as identified by each participating State; (2) the Commonwealth’s RFR ITS58; and (3) Software Reseller’s response thereto, excluding any language stricken by the Commonwealth as unacceptable and including any negotiated terms and conditions allowable pursuant to law or regulation. The Bidder must be a large account reseller authorized to sell products directly from multiple key software publishers. Additionally, the Software Reseller shall provide software that is not available through VLAs. Software as a Service (see Glossary) may be provided under this Contract. Infrastructure as a Service and Platform as a Service (see Glossary) may NOT be provided under this Contract.

Vermont Only Any requests for Software as a Service may be considered only with prior approval of Chief Procurement Officer, Office of the Attorney General and State CIO/DII Commissioner. These restrictions do not apply to political subdivisions and/or local governments.

1.2 Number of Awards The target number of bid awards is five. Each State may enter into contracts with any or all of the Software Resellers selected for bid award. Any State which does not initially award contracts to all of the Software Resellers may add additional Contractors from those who were selected at any time during the life of the Contract. Five is a target number. The SST (Strategic Sourcing Team) may increase or decrease the number of Bidders awarded if it is in the best interests of the Commonwealth to do so.

1.3 Adding Contractors after Initial Statewide Contract Award If, over the life of the Contract, the SST determines that additional ITS58 Contractors should be added, these may first be drawn from qualified Bidders that responded to this Solicitation but were not awarded contracts. If necessary to meet the requirements of the Commonwealth, the Solicitation may be reopened to obtain additional bids. The SST may add services to the Contract that are directly related to the contract scope, that is, acquisition and use of software products and related services. This might include a new software delivery model that is not well accommodated by the current contract terms. For the above services, the Commonwealth may elect to solicit proposals for these services/licensing models from the current awardees, or from the open market. Any other types of services will be solicited from the open market, with current awardees being eligible to bid.

1.4 Eligible Entities 1.4.1 Massachusetts Any Contract resulting from this Bid will be open for use by the following types of entities:

1. Cities, towns, districts, counties and other political subdivisions; RFR ITS58 Page 1 Document Sensitivity Level: High during development; Low once published.

2. Executive, Legislative and Judicial Branches, including all Departments and elected offices therein; 3. Independent public authorities, commissions and quasi-public agencies; 4. Local public libraries, public school districts and charter schools; 5. Public hospitals owned by the Commonwealth; 6. Public institutions of higher education; 7. Public purchasing cooperatives; 8. Non-profit, UFR-certified organizations that are doing business with the Commonwealth; 9. Other states and territories with no prior approval by the State Purchasing Agent; and 10. Other entities when designated in writing by the State Purchasing Agent.

Each Eligible Entity is responsible for executing its own purchase orders and paying its own invoices for goods and/or services acquired from this Contract. Contractors will be responsible for marketing their goods and/or services to Commonwealth Agencies and other Eligible Entities.

1.4.2 New Jersey This Contract may be utilized by all State Agencies and NJ’s Cooperative Purchasing Partners. These partners include quasi-state agencies, counties, municipalities, school districts, volunteer fire departments, first aid squads, independent institutions of higher learning, County colleges and State colleges.

1.4.3 Rhode Island This Statewide Contract (“State Master Price Agreement Contract”) may be used by all state agencies, including higher education.

Political Subdivisions (cities, town, schools, quasi-public agencies), as authorized by law, may participate in this Agreement. All ordering and billing shall be between the vendor and the political subdivision (only).

1.4.4 Vermont This Statewide Contract may be used by all agencies of the State of Vermont.

Political subdivisions of the State of Vermont may participate in this contract at the same prices, terms and conditions. Further, items furnished to political subdivisions will be billed directly to and paid for by the political subdivision and neither the Commonwealth of Massachusetts, State of Vermont nor its Commissioner of Buildings and General Services personally or officially assumes any responsibility.

K-12 Schools, Institutions of Higher and Technical Education K-12 Schools, Institutions of Higher and Technical Education may participate in this contract at the same prices, terms and conditions. This includes, but is not limited to: Vermont State Colleges, Inc., a separate corporation and the University of Vermont. Further, items furnished to institutions of higher education and technical education will be billed directly to and paid for by the specific institution, and neither the Commonwealth of Massachusetts, State of Vermont or its Commissioner of Buildings and General Services personally or officially assumes any responsibility.

1.5 Acquisition Method(s) The acquisition method(s) to acquire goods and/or services from this Solicitation are outright purchase; subscription, monthly, annual, or other time unit service charges; fee for service (time and materials or fixed price); and license. Lease purchase and term lease are allowable only for Eligible Entities whose rules and regulations permit those acquisition methods for the goods/services being procured. With a lease purchase, the Eligible Entity owns the licenses or other goods once all lease payments been made. With a term lease, the Eligible Entity does not retain ownership of the software license or other goods when the term expires. Term leases are permitted only in conjunction with term leases of hardware, where the leased software runs on the leased hardware. The Eligible Entity will be responsible for obtaining financing via a third party leasing company in accordance with the procurement laws and regulations governing the Eligible Entity. The third party leasing company will pay the ITS58 vendor.

1.6 Contract Duration This Contract will begin on or about June 17, 2015 and will terminate on June 30, 2020.

RFR ITS58 Page 2 Document Sensitivity Level: High during development; Low once published.

No sales will take place under the Contract until July 1, 2015. It is expected that the time period between Contract award and July 1, 2015 will be used by the selected Bidders to establish agreements with Software Publishers and make arrangements to manage VLAs.

1.7 Performance and Payment Time Frames that Exceed Contract Duration All maintenance or other agreements for services entered into during the duration of this Contract and whose performance and payment time frames extend beyond the duration of this Contract shall remain in effect for performance and payment purposes (limited to the time frame and services established per each written agreement). No new leases, maintenance or other agreements for services may be executed after the Contract has expired. For the purposes of this section, renewals of maintenance, subscriptions, SaaS subscriptions and agreements, and other service agreements, shall not be considered as “new.”

1.8 Estimated Value of the Contract (Including All Options to Renew) The Commonwealth makes no guarantee that any goods or services will be purchased from any Contract resulting from this Solicitation. Any estimates or past procurement volumes referenced in this Solicitation are included only for the convenience of Bidders, and are not to be relied upon as any indication of future purchase levels. The estimated annual expenditure under the contract to be awarded as a result of this RFR is (in millions):

State Dollars (in millions)

Massachusetts $37.5

New Jersey $80

Rhode Island $4.5

Vermont $3.6

Total $125.6

1.9 Usage Pattern – Current Contract (Massachusetts) Order volume historically peaks in June. The graph below shows the number of invoices by month for July 1, 2013 through June 30, 2014, which is similar to previous years. The other States concur that their order volumes follow a similar pattern.

Invoices (MA only) 400 350 300 250 200 150 Invoices (MA only) 100 50 0

Orders were placed with 518 different Software Publishers.

RFR ITS58 Page 3 Document Sensitivity Level: High during development; Low once published.

The Commonwealth makes no guarantee that any services will be purchased from any Contract resulting from this Solicitation. Any estimates or past procurement volumes referenced in this Solicitation are included only for the convenience of Bidders, and are not to be relied upon as any indication of future purchase levels.

1.10 Mandatory Use Contract This Contract is mandatory for use by Executive Agencies, unless otherwise determined by the Chief Procurement Officer in each State. This Contract is also available for use by other Eligible Entities including municipalities and non-Executive branches of government. Many of these Eligible Entities use statewide contracts because of pricing and terms, the fact that due diligence has been done to select the contractors, and to avoid the time, expense, and risk of conducting their own competitive procurements.

RFR ITS58 Page 4 Document Sensitivity Level: High during development; Low once published.

2 ESTIMATED PROCUREMENT CALENDAR

EVENT DATE Bid Release Date 03/09/2015 Deadline for submission of written questions 03/27/2015 5:00 PM through COMMBUYS “Bid Q&A” Official answers for Bid Q&A published 04/03/2015 (Estimated) Training for Online Submission Dates and Times Available: See table below Bid Amendment Deadline. Online Quote 04/15/2015 2:00 PM submission begins. Bid documents will not be amended after this date. Deadline for Quotes/Bid Responses (“Bid 05/06/2015 2:00 PM Opening Date/Time” in COMMBUYS) Notification of Apparent successful Bidders 06/03/2015 (estimated) Contract: Estimated Contract Start Date 6/17/2015

Training for Online Submission:

Instructor-Led Training Webinar YouTube Video

March 24, 2015 March 16, 2015 How to Find Bids (Solicitations) and Submit Boston MA Quotes (Respond) Register Register https://www.youtube.com/watch?v=UhUTN okbhfY&index=8&list=PL247E2162C4B2F10A

Visit OSD Training and Event Calendar for additional Instructor-Led Training and Webinar dates (scroll down to view Vendor Training Events). Times are Eastern Standard/Daylight Savings (US), as displayed on the COMMBUYS system clock displayed to Bidders after logging in. If there is a conflict between the dates in this Procurement Calendar and dates in the Bid’s Header, the dates in the Bid’s Header on COMMBUYS shall prevail. Bidders are responsible for checking the Bid record, including Bid Q&A, on COMMBUYS for Procurement Calendar updates.

2.1 Written questions via the Bid Q&A on COMMBUYS The “Bid Q&A” provides the opportunity for Bidders to ask written questions and receive written answers from the SST regarding this Bid. All Bidders’ questions must be submitted through the Bid Q&A found on COMMBUYS (See “Locating Bid Q&A,” below). Questions may be asked prior to the Deadline for Submission of Questions stated in the Estimated Procurement Calendar. The issuing department reserves the right not to respond to questions submitted after this date, although questions posted after the Deadline may be answered if the SST believes that providing an answer may improve the quality of the Bid responses. It is the Bidder’s responsibility to verify that the questions entered into the Bid Q&A are recorded in COMMBUYS and appear on the Bid Q&A page. Please note that any questions submitted to the SST using any other medium (including those that are sent by mail, fax, email or voicemail, etc.) will not be answered. To reduce the number of redundant or duplicate questions, Bidders are asked to review all questions previously submitted to determine whether the Bidder’s question has already been posted. Bidders are responsible for entering content suitable for public viewing, since all of the questions are immediately accessible to the public. Bidders must not include any information that could be considered personal, security sensitive, inflammatory, incorrect, collusory, or otherwise objectionable, including information about the Bidder’s company or other companies. The SST reserves the right to edit or delete any submitted questions that raise any of these issues or that are not in the best interest of the Commonwealth or this Bid. RFR ITS58 Page 5 Document Sensitivity Level: High during development; Low once published.

All answers are final when posted. Any subsequent revisions to previously provided answers will be dated. It is the responsibility of the prospective Bidder and awarded Contractor to maintain an active registration in COMMBUYS and to keep current the email address of the Bidder’s contact person and prospective contract manager, if awarded a contract, and to monitor that email inbox for communications from the Purchasing Department, including requests for clarification. The Purchasing Department and the Commonwealth assume no responsibility if a prospective Bidder’s/awarded Contractor’s designated email address is not current, or if technical problems, including those with the prospective Bidder’s/awarded Contractor’s computer, network or internet service provider (ISP) cause email communications sent to/from the prospective Bidder/Awarded contractor and the Purchasing Department to be lost or rejected by any means including email or spam filtering.

2.2 Locating Bid Q&A Log into COMMBUYS, locate the Bid, acknowledge receipt of the Bid, and scroll down to the bottom of the Bid Header page. The “Bid Q&A” button allows Bidders access to the Bid Q&A page.

2.3 Debriefings The SST will conduct debriefings for unsuccessful Bidders, if requested within 14 calendar days of notice of Bid results being posted on COMMBUYS. The SST will provide debriefing guidelines in advance of each debriefing.

3 SPECIFICATIONS Additional required terms appear in the Appendices to this RFR. Bidders must respond to all specifications requiring a response with respect to the Bidder’s company, rather than referencing the experience and qualifications of the Bidder’s partner(s), parent company, or subsidiary company(ies).

3.1 Bidder Qualifications 3.1.1 Years in the Industry of the Solicitation The Bidder must have at least two years’ experience providing software products as a reseller to large organizations (software reseller). The “Bidder” is the company whose Tax Identification Number (TIN) will appear on the Commonwealth documents submitted in response to this RFR. All responses must pertain to this entity, NOT to a parent entity, a subsidiary company with a different TIN, or an operating division within the entity, except as described below. For example:

· Company A has been in business as a software reseller for less than two years. Its parent company, company B, has been in business for more than three years but not as a software reseller. Neither company is eligible to respond to this RFR.

· Company C has been in business as a software reseller for more than two years. Its parent company, company D, has been in business for several years but not as a software reseller. Company C is eligible to respond to this RFR, but company D is not.

There are two qualifications to the above. First, changes to the TIN which did not involve another organization – for example, a change in tax identification number as a result of changing from a corporation to an LLC - are not considered TIN changes for the purposes of this section. Second, in the case of entities that have new TINs or who have undergone mergers or acquisitions within the past 5 years, the SST wishes to consider the relevant experience and qualifications of the companies which combined to create the new entity. In the response to this section, Bidders must provide a sufficient description of each such merger or acquisition to enable the SST to easily determine the years of software reseller experience of the combined entity.

3.1.2 Software Publisher Relationships The Bidder must be a large account reseller (or comparable term) and be able to manage VLAs (if applicable) for the following Software Publishers, designated as “Tier 1” Publishers. The products of the Software Publishers in this category represent the highest predicted sales volume identified for this solicitation, of those Software Publishers who sell through software resellers. This Tier is the one most likely to include a State’s enterprise agreements or VLAs with a Software Publisher. It is most desirable that Bidders are certified direct resellers for Software Publishers in this Tier. The preferred pricing that a software reseller receives based on their reseller certification status, in conjunction with the anticipated considerable volume of purchases through these Contracts, is the expected foundation for a very competitive base Software Reseller Cost.

Tier 1 Software Publishers RFR ITS58 Page 6 Document Sensitivity Level: High during development; Low once published.

ADOBE CA TECHNOLOGIES CHECKPOINT COMPUTER SQUARE, INC DELL QUEST IBM INFORMATICA KRONOS MCAFEE MICROSOFT CORPORATION ORACLE RSA SECURITY SYMANTEC VMWARE WEBSENSE

For each Software Publisher listed above, provide: · A letter from the Software Publisher indicating the partnership level (or other terminology), or a screen capture from the Software Publisher’s website, including URL, showing the partnership level. · A description of the partnership level(s) describing where it falls relative to the top partnership level for that Software Publisher (for example, is “Gold” the highest level, or does is fall beneath “Platinum”?). If it is a partnership for a specific line of products/services as opposed to all of the Software Publisher’s products / services, explain. · The number of current Bidder employees holding individual certifications / competencies issued by the Software Publisher, including the title of the certification / competency and a brief description. Bidders should not include copies of the certifications with their bids, but may be asked to submit copies at a later stage in the RFR process. For any Software Publishers with separate licensing, pricing, or programs for education/academic customers, identify the number of Bidder employees certified or otherwise qualified to handle academic/education licensing and programs. · A description of how the Software Publisher provides pre-sales support, license management support, and any other support to the Bidder and/or the Bidder’s clients to ensure ease of transaction to the Eligible Entity. This would include such items as, but not limited to, electronic receipt of goods and problem resolution. If there are Software Publisher employees located on the Bidder’s premises, and exclusively dedicated to advising the Bidder’s employees and clients, include the number of such Software Publisher employees in the response to this section. · If the Bidder is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported. · If the Bidder is unable to provide software/services from the Software Publisher, explain.

In addition, Bidders will be asked to quote markups/markdowns on the “Tier 2” Software Publishers listed below, who represent the next highest level of expected sales volume as identified for this solicitation. This Tier may include a State’s high volume agreements or VLAs with a publisher. It is desirable for Resellers to be certified direct resellers for publishers in this Tier.

Tier 2 Software Publishers

AGATE SOFTWARE ALLIANCE ENTERPRISES AXWAY BLACKBOARD CONNECT INC CITRIX COMMVAULT SYSTEMS

RFR ITS58 Page 7 Document Sensitivity Level: High during development; Low once published.

COMPUWARE EMERGENCY COMMUNICATIONS NETW HEWLETT PACKARD INFORMATION BUILDERS ONPOINT TECHNOLOGIES PITNEY BOWES PROOFPOINT RED HAT SALESFORCE SAP SAS INSTITUTE INC SOFTRIGHT STR GRANTS LLC TRITECH SOFTWARE SYSTEMS TYLER TECHNOLOGIES

For both “Tier 1” and “Tier 2” Software Publishers, Bidders will be asked to specify whether they have a direct or indirect reselling arrangement with the Software Publisher, and to classify their partnership or other relationship with the Software Publisher.

3.1.3 Gross Annual Income The Bidder’s gross annual income from all sources for its most recently completed fiscal year must be $200 million or more. The income requirement applies to the entity submitting the bid. It cannot be met by including income from a parent or related company, if any.

3.1.4 Open Ratings/Dun & Bradstreet (D&B) The SST has chosen to utilize independent parties, Open Ratings and Dun and Bradstreet Information Services (D&B), to assist in the evaluation process in two areas, reference checking and financial stability. The required reports are the “Supplier Qualifier Report” and the “Past Performance Evaluation (Supplier Performance Review).” The “Supplier Analysis Report” may be substituted for the “Supplier Qualifier Report.” The “Supplier Analysis Report” may be substituted for the “Supplier Qualifier Report,” as may other Dun and Bradstreet reports as long as they include the Supplier Evaluation Risk (SER) Rating, a numeric rating on a 1 to 9 scale, with 1 being the most favorable, and 9 being the least favorable, that provides an assessment of the bidder’s risk of ceasing operations or becoming inactive over the next 12 months. Please note that any Dun and Bradstreet report providing another analytical risk rating like the Financial Stress Score (FSS), Commercial Credit Score (CCS) or D&B Viability Rating is NOT acceptable.

Bidders are advised to follow the ordering instructions included in the PPE Ordering Instructions-FAQ document. Following these instructions will generally result in both of the required reports being submitted to the Strategic Sourcing Services Lead ([email protected]). Following other processes may not have that result.

Bidders are urged to request the PPE and Supplier Qualifier Reports as soon as possible. Typically, reports can be prepared within 30 days. However, there can be delays in report preparation, so Bidders should NOT wait until 30 days before the Bid is due to request the reports. Please review Section II of the PPE Ordering Instructions-FAQ document to understand the timing of reference checks and how to facilitate this process. Also, Bidders should note that Open Ratings will use the company’s legal name when requesting surveys. If clients are more likely to recognize the company’s “doing business as” name, it is up to the Bidder to let their clients know they may be asked by Open Ratings to complete surveys referencing the company’s legal name.

Bidders may email the Strategic Sourcing Services Lead (SSSL) ([email protected]) directly to confirm the receipt of reports. If the SSSL does not respond within two days, please call her at 617-720-3121 as your email may not have been received. If unacceptable reports are received from Dun and Bradstreet, the SSSL RFR ITS58 Page 8 Document Sensitivity Level: High during development; Low once published.

will not call this to a Bidder’s attention. Bidders wishing confirmation that the required reports have been received must request it via email. BIDDERS MUST NOT INCLUDE ANY OTHER QUESTIONS IN EMAILS REQUESTING CONFIRMATION OF RECEIPT OF THE REQUIRED REPORTS.

If Bidders have had the required PPE and Supplier Qualifier reports completed within six months of the release date of this RFR, those reports may be submitted in lieu of obtaining new reports. However, the Bidder must request that Dun and Bradstreet email copies of the reports directly to [email protected].

If Dun and Bradstreet does not have a current Supplier Qualifier Report or Supplier Analysis Report on file for the Bidder’s company and must update the report, this can require up to an additional 10 business days. If a Bidder receives the reports but believes they contain errors, it is the Bidder’s responsibility to contact: D&B's Customer Resource Center at 888-299-3118 to report any changes/updates if the issue concerns the “Supplier Qualifier Report” or the “Supplier Analysis Report,” and the Open Ratings Coordinator (727-329-1184; [email protected]) at Open Ratings if the problem is with the “Past Performance Evaluation (PPE)” in time to obtain a corrected version to include with the RFR Quote.

Bidders must ensure that the company name given on the Open Ratings/Dun and Bradstreet reports matches the name on the Bidder’s Quote, unless the company’s name has changed during the time period between requesting the Dun and Bradstreet report and submitting the RFR Quote. In that case, an explanation of the change, including the date of the change, must be provided. Important Note: Failure to include these two reports with the Quote may result in rejection of the Quote. Bidders are advised to contact the Open Ratings Coordinator (727-329-1184; [email protected]) if they have not received their reports by two weeks in advance of the Proposal due date.

Open Ratings and D&B will send the reports to the Bidder’s contact person named on the Request form in the recipient section. Bidders must request that a copy of each report be sent to the SSSL, to [email protected]. The online request form may prompt for additional contact information for the report recipient. If so: Marge MacEvitt, Operational Services Division, 10th Floor, 1 Ashburton Place, Boston MA 02108, Tel 617-720-3121, Fax 617-727-4527.

It is recommended that all Bidders submit the request for the reports directly to Open Ratings via http://www.ppereports.com/. When placing an order for the Past Performance Evaluation (PPE) and the Supplier Qualifier Report, select the “PPE plus Supplier Qualifier” report option at the appropriate prompt during the ordering process. The Bidder must pay online by credit card for both reports.

Important Note: In the past, some Bidders with accounts at D&B have ignored the above instructions and simply contacted their D&B representative and requested that a report be run. The report that is generated may or may not be the correct Supplier Qualifier Report, and that process most certainly will NOT generate the Past Performance Evaluation (PPE). It is strongly recommended that Bidders follow the instructions above.

Bidders whose Supplier Evaluation Risk (SER) Rating on the Supplier Qualifier Report, Supplier Analysis Report, or alternative acceptable report, is above 7 must provide a satisfactory explanation to the SST regarding the company’s financial position. Bidders whose “Overall Performance Rating” on the Past Performance Evaluation is below 70 may be asked to submit additional customer references or to submit an explanation about why the customer references’ ratings may have been so low relative to Bidder scores on the comparable RFRs. The SST may disqualify Bidders if, in the sole judgment of the SST, the explanations and/or performance ratings provided are not satisfactory.

3.1.5 Comparable Customers It is desirable that the Bidder have at least one client with an annual purchase volume of $50 million or more.

RFR ITS58 Page 9 Document Sensitivity Level: High during development; Low once published.

3.1.6 References Bidders must provide contact information for five current customers who will serve as references for the bidder. If the Bidder has current state government customers, contact information must be supplied for those customers. If the Bidder does not have current state government customers, contact information may be supplied for private industry, non-profit organizations, or other customers. References should include:

· At least one client using the Microsoft Select Agreement or Microsoft Enterprise Agreement · At least one academic/education client enrolled in the Microsoft EES program · At least one client enrolled in an Adobe volume-based licensing program · At least one academic/education client enrolled in an Adobe Buying Program for Education.

References may be either from the entity that administers the Bidder’s overall contract, or from entities that place orders and receive software from the Bidder.

3.2 Specifications All timeframes below are Eastern Standard or Daylight Time as applicable.

3.2.1 Restricted Software Publishers Some States may have, or develop, direct contracts with Software Publishers. If a State identifies a Software Publisher as one whose products/services may not be procured under the Contract, the Software Reseller will honor that prohibition. States may also remove Software Publisher products from their restricted lists. Also, States that implement contracts with multiple Software Resellers may choose to designate a single Software Reseller as the exclusive supplier of products and services from one or more Software Publishers. Bidders must agree that they will not provide products/services within a State if they have been notified by the State that they are not authorized to sell products/services from that Software Publisher.

The Software Publishers whose products may not be sold under ITS58 are, as of the release date of this RFR: Massachusetts – IBM, ESRI New Jersey – currently ESRI may not be sold under ITS58. New Jersey will update its list of Software Publisher products that may not be sold under ITS58 in its Method of Operation, and will separately provide notice of such changes to the Software Resellers. Rhode Island – ESRI Vermont - ESRI

3.2.2 Organization and Staffing 3.2.2.1 Account Team The Bidder must describe the composition of the Account Team that will provide services under this Contract. For each State, indicate the different roles, job titles and the number of FTEs who will be dedicated to each role/job title under the Contract. Also indicate if one or more individuals serving in each role will be based in the State they are serving.

The Bidder must describe their minimum qualifications for an Account Team member, and their process for training/orienting a new member of the Account Team relative to the Contract requirements and their responsibilities under the Contract, before that Account Team member begins to provide services to Eligible Entities.

The Bidder must identify a specific individual as the Principal Account Representative (PAR), who will serve as the sole point of contact for the State Contract Manager. The Response must include the PAR’s years of experience with the Bidder, years of experience in their current role, the city/state/country where they will be located when providing services under the Contract, any certifications/competencies from Software Publishers, and a summary of their Resume. It is the Software Reseller’s responsibility to ensure continuity of the PAR’s role. If the PAR leaves, email and phone calls must be forwarded to someone knowledgeable about the Contract until a replacement is appointed.

If the PAR is to be replaced, the Software Reseller shall propose the replacement’s credentials to the State Contract Manager, and the State Contract Manager will have the opportunity to interview the individual and accept/reject that individual for the role of PAR. If the State requests replacement of the PAR, the Software Reseller shall do so in as timely a way as possible, again providing the proposed replacement’s credentials to RFR ITS58 Page 10 Document Sensitivity Level: High during development; Low once published.

the State Contract Manager and providing an opportunity for the State Contract Manager to interview the individual and accept/reject that individual for the role of PAR.

The Software Reseller shall agree to honor a State’s request that a member of the Account Team be replaced.

The PAR (or another member of the Account Team, if the PAR is not available) will respond to email requests from the State Contract Manager for action or information within one business day.

The Software Reseller shall ensure that regardless of any turnover on the Account Team, all members of the Account Team are familiar with the applicable terms of the Contract, including the Service Level Agreement (see RFR Section 3.2.12.1) requirements and any other requirements affecting their dealings with Eligible Entities. New Account Team members must become knowledgeable about these requirements prior to beginning work on the Contract.

3.2.2.2 Incident Escalation The Bidder must provide an incident escalation path for each State, showing the name, contact information, and role of individuals to whom problems should be escalated if they are not resolved by primary assigned contacts or by escalation to the next level.

3.2.3 Volume License Agreements (VLAs)

3.2.3.1 Authorized Administrator The Software Reseller shall, at the request of any State Contract Manager, assume administration responsibilities for any VLA for that State. For example, Microsoft contacts the “Authorized Administrator” for the Microsoft VLA whenever anyone requests access to the Microsoft Volume Licensing Services (MVLS) website. The Software Reseller shall take any steps necessary to authorize such access.

3.2.3.2 Enrollments The Software Reseller shall manage any enrollment process required for Eligible Entities to make use of VLAs, including renewals if applicable.

3.2.3.3 Usage The Software Reseller shall track VLA usage, either at the State level or by Eligible Entity, as may be required by the terms of the VLA. The Software Reseller shall assure that the pricing for each Eligible Entity conforms to VLA terms, and must notify the State or the Eligible Entity, as applicable, of any projected price changes based on utilization. If the VLA requires periodic “true-ups,” the Software Reseller shall assist the Eligible Entity with the process and shall issue invoices in time for the Eligible Entity to meet VLA requirements.

3.2.3.4 VLA Renewals The Software Reseller shall advise the State of upcoming VLA expirations, and shall provide an analysis of changes in the VLA language and requirements, if any. The Software Reseller shall provide any necessary documents and information required for the renewal.

3.2.3.5 New VLAs The Software Reseller shall work with States, Eligible Entities (if applicable) and Software Publishers as needed to establish new VLAs. The Software Reseller shall ensure that the State/Eligible Entities receives timely and pertinent license information, such as for license or agreement renewals, or opportunities based on actual volume.

3.2.3.6 VLA Transfer at Contract Startup The Software Reseller shall honor existing State VLAs with publishers and include those licenses as part of the Software Reseller’s license tracking service. If required by the State, the Eligible Entity and/or a Software Publisher, the Software Reseller shall identify itself to the Software Publisher as the Software Reseller for the State or Eligible Entity. If required by the Software Publisher, the Software Reseller shall execute a change of channel partner agreement with the Software Publisher.

RFR ITS58 Page 11 Document Sensitivity Level: High during development; Low once published.

3.2.4 Presales Assistance Eligible Entities will sometimes require advice in selecting appropriate software. This is particularly true in the case of Volume License Agreements with complicated rules; Software Reseller shall assist Eligible Entities, if necessary, in determining the most cost-effective buying strategies and in ensuring that they are in compliance with licensing requirements. Software Reseller shall also assist Eligible Entities, when requested, in finding a package to meet a specific need, for example, a flow-charting package.

It is mandatory that the Bidder propose to provide these types of assistance. High quality presales assistance is desirable and will be considered in the evaluation. Bidders must explain how they will assist Eligible Entities in finding software to meet specific needs.

For some Eligible Entities, acquiring an upgrade protection plan is not cost effective. For example, if a Software Publisher’s upgrade protection plan costs 25% of the cost to purchase a new license, and the Eligible Entity only upgrades that type of software once every five years, unless the upgrade protection plan offers other advantages, it would not be cost effective for the Eligible Entity to acquire upgrade protection. Provide (if possible) a specific example of how you have helped an Eligible Entity avoid purchase of options/plans which would not benefit the Eligible Entity given their particular circumstances.

Eligible Entities may also require assistance in determining whether to acquire premise-based licenses or use licenses via SaaS. In comparing the Total Cost of Ownership of each option, it is necessary to go beyond the cost of the software (or service) itself, and to consider any cost savings in terms of hardware and/or staffing that would result from choosing SaaS. The Bidder should provide (if possible) a specific example of how you assisted an Eligible Entity to develop a Total Cost of Ownership comparison between two or more options that took into account the specific circumstances of the Eligible Entity in addition to the direct costs of the software or service.

Academic software VLAs and licensing may have very different requirements than those of non-Academic programs. For example, Microsoft’s EES program is based on employees rather than computers. If possible, the Bidder should describe an example of how you assisted a school or school department with determining the appropriate licensing model for their institution for a particular product.

In some cases, a Software Publisher may offer special pricing for aggregate purchases, wherein multiple Eligible Entities would have to agree to purchase software/services at the same time to achieve a higher level of cost savings. If you have identified such opportunities for customers, and/or facilitated such an aggregate purchase, please describe your process for doing this provide a specific example.

If the Bidder’s response to the above sections has not provided three or more specific examples of instances in which your advice to an Eligible Entity or State resulted in substantial cost savings, provide a sufficient number of examples to bring the total of examples up to three.

3.2.5 Time to Return Phone Calls or Respond to Emails The Software Reseller shall return phone calls and respond to emails within a maximum of four business hours after a phone call is placed or an email is received. Please note that an automated acknowledgment does not count as a “response.”

3.2.6 Quotes and Catalog 3.2.6.1 On-line Software Catalog For each State, the Software Reseller shall maintain an on-line catalog of available software, with pricing specific to each. The catalog must be accessible via any commonly used browser, with no need to download additional software. Both Volume License Agreement software and other software must be included in the catalog. It must be available 24x7, except for scheduled maintenance. It must also include a mechanism for on-line ordering. The Catalog must be updated daily. The website must be ADA compliant.

It is required that the catalog allow searches by Volume License Agreement, Software Publisher, product name, OEM product number, and type of software (i.e., GIS, database).

The catalog must show only those products which contract users are allowed to obtain from the Software Reseller.

RFR ITS58 Page 12 Document Sensitivity Level: High during development; Low once published.

The Software Reseller shall make any information needed to log in to the catalog available to any Eligible Entity who wishes to do so, whether by assigning different codes to each Eligible Entity or establishing a single set of login codes and distributing these codes to Eligible Entities. This method must not require any administrative tasks on the part of the State Contract Manager.

Product price displayed online is a ‘not-to-exceed’ product price quote based on contract markup/markdown and Reseller Cost. For high dollar purchases, or quantity purchases, the Eligible Entity will be advised by the State to request a quote by contacting Reseller representative off-line. The online pricing must allow for overrides when a quote with a negotiated better price has been offered.

Finalists in the RFR process will be asked to provide logins to a test or production website that will demonstrate the functionality provided in the website.

3.2.6.2 eCommerce Requirements Massachusetts will require on-line ordering via punchout catalog hosted by the Software Reseller or their provider, with the specifications listed below. Some Massachusetts Agencies will request quotes using the Massachusetts eMarketPlace, COMMBUYS. In addition, purchase orders must be accepted from COMMBUYS. Other States may in future have similar requirements.

Massachusetts requirements for eCommerce (mandatory unless otherwise stated) The eCommerce site must: · allow CXML integration and support XML punchout purchase orders. · display custom pricing and content for users of this contract. · display only products and/or services available on this contract and not display items excluded or not awarded on this contract. · allow for contract prices to remain constant even if pricing for the same items changes elsewhere on the site. · accept orders with multiple ship-to addresses. · accept bill-to and ship-to addresses from the order. · assign a UNSPSC code to each product (desirable). · accept requests for quotes for special orders/special pricing and make available for purchase orders.

3.2.6.3 Obtaining Quotes The Software Reseller shall accept requests for quotes by toll-free telephone, fax, email, or via eCommerce, and shall provide quotes by telephone, fax, email or via eCommerce as requested by the Eligible Entity. It is desirable that quotes generated by the online catalog be guaranteed in the same manner as quotes provided through other means (see RFR Section Guaranteed 30 Day Quote).

3.2.6.4 Quote Turnaround Time 3.2.6.4.1 Software Currently in Catalog, Including Volume License Agreements The Software Reseller shall provide quotes within a maximum of four business hours after receiving a request for a quote, for software which is currently in the Software Reseller’s catalog.

3.2.6.4.2 Software from a Software Publisher Who Has No Prior Relationship with the Bidder The SST understands that some Software Publishers may not move quickly to provide quotes and reach agreements, and that in rare cases, the Software Reseller may not be able to obtain software from a particular Software Publisher. The Software Reseller must work to establish relationships with Software Publishers who are new to them to obtain quotes and be able to deliver software in a timely fashion. If after one business day the Software Reseller has been unable to obtain a quote and assurances that the Software Reseller will be able to provide the software, the Software Reseller must contact the Eligible Entity with a status report. The Software Reseller and the Eligible Entity should mutually agree as to whether the Software Reseller will continue to pursue a quote and agreement with the Software Publisher, and what, if any, the expected timeframe will be, or whether the Software Reseller will provide the Eligible Entity with a written statement that the Software Reseller cannot supply the software. If the Software Reseller has been unable to obtain a quote and agreement with the Software Publisher within 10 days of the request for quote, the Software Reseller must, if requested to do so, provide a written statement that the Software Reseller cannot supply the software to the Eligible Entity. RFR ITS58 Page 13 Document Sensitivity Level: High during development; Low once published.

3.2.6.5 Delivery Method Shown on Quote The quote must clearly indicate the method of delivery, whether via media, download, or some other means.

3.2.6.6 Quote Content The Bidder must agree, if selected for contract award, that prior to contract execution the Bidder will meet with the State Contract Manager and mutually agree upon a standard format or formats to be used for all quotes. In cases where some quotes will be generated via eCommerce and others will not (for example, in Massachusetts, not all quotes will be requested via COMMBUYS), multiple quote formats may be needed. To the extent that license terms and maintenance terms are included in the quote, the Software Reseller shall ensure that these terms exactly match the terms in the attached license. If a license or maintenance agreement attached to the quote identifies different types of licenses or maintenance, the quote must indicate which is being quoted. The Software Reseller shall provide maintenance quotes with both the start date and the end date of the maintenance period. If the cost of maintenance is bundled with the license price, the Software Reseller shall provide a quote that explicitly identifies the dates of coverage.

The Software Reseller shall provide any terms that bind the Eligible Entity, including but not limited to license, maintenance, subscription, SaaS, and click-through terms, with the quote via attachment or URL citation(s), if permitted by the Eligible Entity.

3.2.6.7 Guaranteed 30 Day Quote The Software Reseller shall honor all quotes for 30 calendar days, regardless of price increases. If it is known that a price increase will occur during the 30 calendar days following the quote, the Bidder may provide two quotes, based upon the date that the order is received.

3.2.6.8 Quotes Requested on Behalf of Eligible Entities (Massachusetts and Vermont Only) As previously noted, the Purchasing Agent may designate other entities as “Eligible Entities.” To allow “one- stop shopping,” the Purchasing Agent may designate certain companies as “Eligible Entities” to enable them to purchase software from this contract on behalf of Eligible Government Entities. All quotes requested on behalf of Eligible Government Entities shall have the same requirements as quotes requested directly by Eligible Government Entities, with the additional requirement that both the ordering entity and the Eligible Government Entity must be named on the quote.

If the Software Publisher has established Volume License Agreement requirements that would preclude a company from procuring software from the Software Reseller and providing it to an Eligible Entity on a pass- through basis, the Software Reseller must promptly notify the company that this is the case.

3.2.7 Shipping and Delivery 3.2.7.1 Shipping Charges All items covered under this Contract are exempt from shipping charges, FOB destination, unless the Eligible Entity has ordered expedited shipment and has submitted an order including related charges, which may not exceed the cost of delivery by the carrier. Otherwise, shipping charges may not be included on any invoice.

3.2.7.2 Delivery Timeframe – Shipped Items The Software Publisher shall provide delivery within a maximum of ten business days after receipt of a valid order, unless: · Item has been discontinued by software publisher or is not yet available · Item is out of stock or delayed by distributor or software publisher · Extreme weather conditions or disasters or other causes factually beyond the Bidder’s control and without their fault or negligence impede the Bidder’s business operations.

A shorter guaranteed delivery time is Desirable.

3.2.7.3 Delivery Timeframe – Electronic Delivery The Software Publisher shall provide delivery within a maximum of three business days after receipt of a valid order, unless: · Item has been discontinued by software publisher or is not yet available · Item is out of stock or delayed by distributor or software publisher

RFR ITS58 Page 14 Document Sensitivity Level: High during development; Low once published.

· Extreme weather conditions or disasters or other causes factually beyond the Bidder’s control and without their fault or negligence impede the Bidder’s business operations.

A shorter guaranteed delivery time is Desirable.

3.2.7.4 Delivery Locations The Software Reseller shall deliver or drop ship software to any location requested by the Eligible Entity, including OEMs or hardware resellers holding Statewide Contracts, so that the software can be configured and installed on hardware systems for delivery to an Eligible Entity.

3.2.7.5 Incorrect Product Deliveries / Defective Products If the software is defective, or if the incorrect product was delivered, the the Software Reseller shall accept returns. The Software Reseller shall be responsible for return shipping and packaging costs and for restocking charges if applicable.

The Software Reseller shall replace any defective or incorrectly delivered media by overnight delivery at the Software Reseller’s expense if requested by the Eligible Entity.

Bidders must indicate in their Response if they routinely track returned merchandise authorizations (RMA) and if so, if the reason for the RMA is also captured and reportable.

3.2.7.6 Software Delivered Via Download If the Eligible Entity encounters difficulty in downloading or installing the software, the Software Reseller shall provide or arrange for provision of assistance to the Eligible Entity within 8 business hours of being informed of the problem. This requirement is limited to services that a software reseller would normally be expected to provide, rather than assistance with a complex installation. Examples of such services would include assistance in navigating the download process, replacement of non-functioning product keys, and similar activities.

The Software Reseller shall provide, if requested by the Eligible Entity during the order process, download information, including keys if applicable, to a party other than the individual placing the order (the “end user”). The individual placing the order will supply contact information for the end user.

3.2.7.7 Return of Unused Software or Appliances 3.2.7.7.1 Software or Appliances Delivered on media The Software Reseller shall permit unopened software or appliances to be returned with no restocking fee up to 30 days from the date of receipt, if allowed by the software publisher. If the software publisher has a shorter timeframe for returns or requires a restocking fee, the Software Publisher shall state this on the quote. Shipping and delivery costs for media will be paid by the Eligible Entity.

3.2.7.7.2 Software Delivered via download The Software Reseller shall permit downloaded software to be returned with no additional fees up to 30 days from the date of download, if allowed by the software publisher, provided that the Eligible Entity provides any certifications required by the software publisher concerning the Eligible Entity’s use of the software. If the software publisher has a shorter timeframe for returns or requires additional fees, the Software Reseller shall state this on the quote.

3.2.8 Invoicing Software Reseller must make their billing staff aware of the payment terms of the Contract. Payments times after receipt of a correct and valid invoice are: State Days to pay after receipt of correct and valid invoice Massachusetts 45 New Jersey 60 Rhode Island 30 business days Vermont 30

The States cannot pay invoices for goods or services that have not been received. In the case of upgrade protection or other packaged support agreements, the “good” may be considered to be the protection provided by the agreement, so some of the States may make these payments at the beginning of the covered period. RFR ITS58 Page 15 Document Sensitivity Level: High during development; Low once published.

However, none of the States can pay for services typically delivered under a Statement of Work such as training, installation, configuration, customization or similar services, until the services have been delivered and accepted.

In general, for Statements of Work that extend beyond one month, the Eligible Entity and the Software Publisher will agree on milestone payments or other periodic payments. The Software Reseller shall make arrangements with the Software Publisher or Eligible Entity to be advised when services may be invoiced, and to invoice promptly when so notified.

When software licenses are ordered in addition to other services, it will generally be the case that the Software licenses may be invoiced on the date received by the Eligible Entity, but the other services must be invoiced in a staged manner. For example, if a single purchase order includes software, installation services, and training services, the Software Reseller may invoice for the Software upon receipt by the Eligible Entity, but may not invoice for the other services until notified by the Software Publisher or Eligible Entity that each service has been delivered and accepted by the Eligible Entity.

In addition, Software Resellers must make Software Publishers aware of the payment terms, and request that they not contact Eligible Entities directly for payment. If the Software Publisher does contact the Eligible Entity for payment, this will be reported by the Eligible Entity to the Software Reseller. The Software Reseller shall work with the Software Publisher to ensure that the Software Publisher understands the payment terms and that contacting Eligible Entities directly is not acceptable.

3.2.9 Notification of Upcoming Maintenance Expiration The Software Reseller must notify Eligible Entities three months prior to the expiration date of any software maintenance services, and monthly thereafter until an order is placed, the Eligible Entity confirms that they do not wish to renew the maintenance services and/or to receive further reminders, or the expiration date has passed. If the email notification to the Eligible Entity is returned as undeliverable, the Software Reseller shall notify other contacts at the Eligible Entity, if any, and if unable to communicate the upcoming maintenance expiration to any representative of the Eligible Entity, to notify the State Contract Manager.

3.2.10 Upgrades and/or “Patches” In cases where the Software Reseller is the only entity to receive version upgrades or patches from the OEM, the Bidder must propose a means of distributing these to license holders. Acceptable methods include distribution of media, provision of access to a secure web site to download the upgrades or patches, or information provided to license holders which will enable them to access the appropriate area of the OEM web site.

If Upgrades/Patches are to be downloaded by the Eligible Entity from the Software Publisher or other site, the Software Reseller shall assist the Eligible Entity as necessary to enable the Eligible Entity to obtain such releases or updates from the Publisher.

3.2.11 Services Provided by the Software Publisher The Software Reseller shall arrange for implementation, customization (Massachusetts and New Jersey [subject to limitations in the New Jersey Method of Operation and written approval of the New Jersey State Contract Manager] only), training, support, maintenance and other software related services to be provided by the Software Publisher, if the Eligible Entity requests the services and the Software Publisher is willing to provide them. Services will be provided on a cost-plus basis identified in the Cost Table. The cost-plus percentage will be fixed for the life of the contract.

3.2.11.1 “Three way” Agreements For purchases of software and/or software related services in excess of amounts varying by State (see below), upon the request of the Eligible Entity, the Bidder must agree to be a party to a written agreements between the Eligible Entity, the Bidder, and the Software Publisher containing negotiated terms relating to the software and/or services. The agreement must include the following language:

This Services Agreement, dated as of, [month, day, year], (“Effective Date”) is made and entered by and between [Software Reseller], (“[Software Reseller Abbreviation]”) a software reseller with principal offices at [street address, state, zip], [Software Publisher], (“[Software Publisher Abbreviation]”), with principal offices at [street address, state, zip], and the [Eligible Entity Name], (“Customer”) with principal offices at [street address, state, zip]. The Customer has contracted with [Software Reseller Abbreviation] under RFR ITS58 to resell RFR ITS58 Page 16 Document Sensitivity Level: High during development; Low once published.

software, maintenance and associated services to be provided by [Software Publisher Abbreviation] and [Software Publisher Abbreviation] has agreed to provide such software, maintenance, and services under this Agreement. [Software Publisher Abbreviation]'s signature below does not subject [Software Publisher Abbreviation] to the terms of RFR ITS58 or any other component of Customer's Agreement with Reseller that is not executed by [Software Publisher Abbreviation], and does not create a direct contractual relationship with Customer under ITS58, but signifies [Software Publisher Abbreviation]'s agreement to the terms in this Services Agreement as they apply to Customer. The entire agreement between [Software Reseller] and Customer in the following order of precedence consists of items (1), (2) and (3) in RFR Section 1.1, and (4) the following Agreement as agreed to by [Software Reseller Abbreviation], [Software Publisher Abbreviation] and Customer:

The minimum dollar amounts that will trigger this clause are: MA - $50,000 NJ – Notwithstanding the above procedure, NJ requires an agreement to be in place for transactions that exceed $250,000, but may reduce the threshold amount through its Method of Operation from time to time and may vary the threshold amount depending on the type of purchase, e.g., software, SaaS, and/or software related services. For the avoidance of doubt, a separate agreement between the State of New Jersey, Department of the Treasury, Division of Purchase and Property, and the Software Publisher satisfies the requirements of this RFR Section 3.2.11.1 RI – $50,000 VT - $10,000

Vermont Only The contract language set forth in this RFR Section 3.2.11.1 may be modified based on the requirements of the Eligible Entity. Additionally, a separate agreement between the State of Vermont and the Software Publisher shall satisfy the requirements of this RFR Section 3.2.11.1.

3.2.11.2 Software Publisher Bids 3.2.11.2.1 Massachusetts and Rhode Island only When Massachusetts Eligible Entities are planning to obtain software with a total cost of ownership greater than $250,000, they are required to conduct a Request For Quotes (RFQ) that is open to all software publishers who meet the RFQ qualifications, except in the following circumstances:

· Software is proprietary software needed to operate a device; · Agency has previously standardized on use of the software, and is simply obtaining additional licenses or modules to expand their use of the software;

· Acquisition is for maintenance/support only; and/or

· Software has a monopoly or near-monopoly status within its domain. The purpose of this requirement is to ensure that Eligible Entities making significant investment in software where the required functionality could potentially be provided by more than one Software Publisher evaluate the various choices available. Software Publishers responding to an RFQ must agree to provide the software and service through the ITS58 Software Reseller contract. The Software Reseller must provide a letter to the Software Publisher (see Appendix 5 for the text of this letter), to be submitted with Software Publisher’s bid, with a price quote that includes the Software Reseller’s markup. Bidders must agree that they will represent multiple Software Publishers if they are approached to submit a letter and there is sufficient time prior to the Quote Due Date to perform this function. Bidders are not required to agree that they will submit letters on behalf of all Software Publisher, however, if they refuse to submit a letter on behalf of a Software Publisher they must (if requested by the Eligible Entity) provide an explanation as to why they would not submit a letter.

3.2.11.2.2 Vermont Only When Vermont Eligible Entities are planning to obtain software with a total cost of ownership greater than $100,000, they are required to conduct a Request For Quotes (RFQ) that is open to all bidders who meet the RFQ qualifications, except in the following circumstances: RFR ITS58 Page 17 Document Sensitivity Level: High during development; Low once published.

· Acquisition is for maintenance/support only; and/or

· Software has a monopoly or near-monopoly status within its domain. The purpose of this requirement is to twofold 1) to ensure that Eligible Entities making significant investment in software where the required functionality could potentially be provided by more than one Software Publisher evaluate the various choices available and 2) No individual transaction or order in excess of $100,000 will be executed or fulfilled by the vendor without specific approval from the Sate CIO/DII Commissioner. This is consistent with the CIO’s statutory authority as outlined in 22 V.S.A. §901 (a) (4) (A). Software Publishers responding to an RFQ must agree to provide the software and service through the ITS58 Software Reseller contract. The Software Reseller must provide a letter to the Software Publisher (see Appendix 5 for the text of this letter), to be submitted with Software Publisher’s bid, with a price quote that includes the Software Reseller’s markup. Bidders must agree that they will represent multiple Software Publishers if they are approached to submit a letter and there is sufficient time prior to the Quote Due Date to perform this function. Bidders are not required to agree that they will submit letters on behalf of all Software Publisher, however, if they refuse to submit a letter on behalf of a Software Publisher they must (if requested by the Eligible Entity) provide an explanation as to why they would not submit a letter.

3.2.11.3 Software as a Service (SaaS) When requesting SaaS quotes from Software Publishers, Software Resellers must include a copy of the SaaS terms in Attachment SaaS_doc to this RFR, or a modified version of those terms supplied by the Eligible Entity, with the Software Reseller’s request for a quote. The States may each develop their own State-specific SaaS terms or may use the terms in the SaaS_doc attachment. Software Resellers must advise the Software Publisher that, if their quote is selected for award, the Eligible Entity may require that a negotiated version of the SaaS terms, as agreed to by the Eligible Entity and the Software Publisher, will form a part of the agreement.

3.2.11.4 Statement of Work (SOW) Engagements of over $50,000 (excluding license and subscription costs) involving services such as installation, configuration, customization, and other services pertaining to delivery or use of software, may require a Statement of Work (SOW). Attachment MA_SOW.doc to this RFR is an example of the type of SOW required by Massachusetts. Section 7.4 of the Massachusetts SOW may not be modified without the approval of the Chief Counsel of MassIT or designee. Massachusetts Eligible Entities may include additional non-conflicting terms in the SOW, and SOWs for other States will vary from the Massachusetts SOW. Other States may vary the dollar value at which a Statement of Work is required.

Vermont Only Engagements of over $50,000 (excluding license and subscription costs) involving services such as installation, configuration, customization, and other services pertaining to delivery or use of software, may require a Statement of Work (SOW). A SOW template shall be developed and incorporated prior to any contract award as a result of this RFR. The template shall be modified only with prior approval of Chief Procurement Officer, Office of the Attorney General and State CIO/DII Commissioner. These restrictions do not apply to political subdivisions and/or local governments. Vermont Eligible Entities may include additional non-conflicting terms in the SOW.

3.2.11.5 Software License Requirements (New Jersey Only) When requesting a quote from Software Publishers for software, services and/or SaaS, the Software Reseller must provide the Software Publisher with a copy of the State of New Jersey License Agreement Requirements attached to this RFR.

The Software Reseller is not required to negotiate software license agreements on behalf of the State. The Software Reseller is not required to obtain the Software Publisher's agreement to the State's Software License Agreement Requirements. RFR ITS58 Page 18 Document Sensitivity Level: High during development; Low once published.

The final quote package submitted to the Eligible Entity by the Software Reseller must include the quote, the State's Software License Requirements document and the Software Publisher's applicable agreement (see RFR Section 3.2.6.6).

If the Software Publisher will not agree to the contents of the quote package, then the purchase may not proceed until a negotiated license agreement is in place between the State and the Software Publisher.

If a Software Publisher has an existing negotiated license agreement in place with the State, then the quote package need only reference that agreement number, as listed on the State's Division of Purchase and Property website.

New Jersey acknowledges that Software Reseller is a reseller of Software Publisher's software and/or services, and that the Software Publisher will be solely responsible for providing the software and/or services and the performance of the software and the services.

3.2.12 Customer Service Levels 3.2.12.1 Service Levels Eligible Entities will be encouraged to file complaint reports with the State Contract Manager if the commitments made in the Bidder’s Response are not met. The State Contract Manager will follow up with the Contractor’s Contract Manager and may require that a corrective action plan be submitted. Continued failure to meet service level commitments may result in contract suspension or termination.

There are two types of Service Levels. Service Level 1 covers those services which will generally apply to all transactions or to the contract as a whole. Service Level 2 covers services requiring an additional level of effort relative to a specific order or transaction.

Service Level 1 commitment list (see the referenced RFR section(s) for full description of commitment): 1. Account Team (RFR Section 3.2.2.1) 2. Volume License Agreements (RFR Section 3.2.3) 3. Presales Assistance (RFR Section 3.2.4) 4. Time to Return Phone Calls or Respond to Emails (3.2.5) 5. Quotes and Catalog (3.2.6) 6. Shipping and Delivery (3.2.7) 7. Invoicing (RFR Section 3.2.8) 8. Notification of Upcoming Maintenance Expiration (3.2.9) 9. Upgrades and/or Patches (3.2.10) 10. Contract Review Meetings (3.2.12.2) 11. Customer Satisfaction Surveys (3.2.12.3) 12. Periodic Cost-Plus Cost-Minus Verification (RFR Section 3.6.2.2) 13. Reporting (RFR Section 3.6.5) 14. SaaS agreements not requiring negotiation, Statement of Work, or negotiated three way agreement

Service Level 2 All applicable Level 1 requirements, plus: 1. Three way agreement required (RFR Section 3.2.11.1) 2. Submission of letters on behalf of Software Publishers (RFR Section 3.2.11.2) 3. Statement of Work required (RFR Section 3.2.11.4)

The requirements and specifications referenced in the Sections noted above in the lists for Service Level 1 and Service Level 2, as well as the Bidder’s responses to any specifications that include the option of providing a higher level of service, will comprise the “Service Level Agreement.”

3.2.12.2 Contract Review Meetings Bidders must agree to meet at the State Contract Manager’s location (or by phone if so agreed by the State Contract Manager) on a quarterly basis to review contractual performance.

RFR ITS58 Page 19 Document Sensitivity Level: High during development; Low once published.

3.2.12.3 Customer Satisfaction Surveys It is desirable that Bidders propose to conduct customer satisfaction surveys and provide the results of the survey to the State Contract Manager prior to the quarterly Contract Review meeting.

3.2.13 Implementation/Transition Discuss the process to be followed to implement the new contract, including tasks and timeline. It is expected that the contract will be awarded on or about June 17, 2015. No orders will be issued under ITS58 until July 1, 2015 at the earliest. It is expected that States will extend their current software reseller contracts if necessary to allow sufficient time to transition from ITS42 to ITS58. Bidders should review the list of Software Publishers in Appendix 6 and describe how they will establish agreements with them or otherwise arrange for the Eligible Entities to continue to obtain software, maintenance and services. Any tasks which the Commonwealth is expected to undertake should be detailed. It is desirable that the Commonwealth’s involvement be limited to designating a different reseller (if necessary) for Volume License Agreements.

Bidders must also describe how Volume License Agreements will be transitioned.

3.2.14 Requirements at Statewide Contract Termination At the request of the State Contract Manager, the Software Reseller will provide any information and cooperation needed to facilitate the transfer of all Volume License Agreements to other vendors.

In addition, all license information data acquired and retained by Software Reseller will be stored such that the license information can be transferred to a new system upon contract termination. The Software Reseller will work with the States, or their designees, to ensure that the license information has been successfully transferred in a usable format.

3.2.15 Emergency Response Plans/Preparedness (Massachusetts and Vermont Only) In a declared state of emergency where the safety and wellbeing of Commonwealth citizens are at risk, contractors may be asked to supply the Commonwealth with the commodities and/or services under the Statewide Contract on a priority basis. The Bidder’s Response should indicate whether there is a written Continuity of Operations Plan (COOP) that describes how the company will continue to do business in case of an emergency. In addition, the Bidder should supply a list of emergency contact information including name, position/title, phone, email and cell phone.

This information will not be considered in the evaluation of the Response.

3.3 Compensation Structure/Pricing 3.3.1 Statewide Contract Administration Fee This Statewide Contract is subject to a 1% Contract Administration Fee, which is created pursuant to M.G.L. c. 7, § 3B, 801 CMR 4.02. For information on the Statewide Contract Administration Fee, please see RFR Section 3.6.1.

3.3.2 Fixed Cost-Plus or Cost-Minus Percentages The cost-plus percentage is applied to what the Bidder pays to the Software Publisher or Software Distributor for the software at the time of purchase, that is, the invoice amount. For example, the Software Reseller is invoiced $1000. With a 2% markup, cost to the Eligible Entity would be 102% of $1000, or $1020. The cost-plus percentages bid will NOT increase over the life of the Contract.

Using the above example, a markdown of 2% would result in a cost to the Eligible Entity of 98% of $1000, or $980. The cost-minus percentages bid will NOT decrease over the life of the Contract.

Cost-plus percentages are “Not to exceed” percentages, and Cost-minus percentages may be increased. That is, more favorable pricing may be offered during the life of the Contract.

The markup or markdown bid for software will also apply to maintenance, subscriptions, SaaS agreements, and other services provided relative to the software.

The Fixed Cost-Plus or Cost-Minus Percentages shall include the Massachusetts Administration Fee (see Section 3.3.1) above for all contracts awarded pursuant to this RFR. RFR ITS58 Page 20 Document Sensitivity Level: High during development; Low once published.

3.3.3 Software Publisher Tiers 3.3.3.1 Tier 1 and Tier 2 Software Publishers RFR Section 3.1.2, Software Publisher Relationships, includes two lists of Software Publishers. Bidders must quote cost-plus/minus percentages for each Software Publisher listed from whom they are able to acquire software. The percentage will apply to premise-based software, packaged maintenance and support offerings, and Software as a Service subscriptions. As noted in the evaluation criteria, costs for this section will be heavily weighted in the Cost Evaluation.

Costs for Tier 2 Software Publishers will be less heavily weighted than Tier 1, but more heavily weighted than “All Other Software Publishers.”

3.3.3.2 All Other Software Publishers The same cost-plus/cost-minus percentages must be bid for all other Software Publishers.

3.3.3.3 Services Bidders must provide cost-plus percentages for services (other than packaged maintenance/support offerings and SaaS subscriptions) provided by third parties, such as software configuration, installation, or other services.

3.3.4 Two Markup/Markdown Levels Bidders may offer two different markups/markdowns depending on the Service Level (see RFR Section 3.2.12.1). The Level 2 markup will cease to apply after the first year following the Eligible Entity’s initial payment for licenses or SaaS, unless there are still Level 2 activities in process (for example, milestone deliverables outstanding on a Statement of Work).

The SST recognizes that some engagements requiring Level 2 effort will be more costly for the Software Reseller than others. The Level 2 Markup will be considered a maximum markup with the expectation that engagements requiring a smaller degree of effort will have a lower markup. The intent of Level 2 is to allow the Software Reseller to receive reasonable, but not unreasonably high, compensation for engagements requiring a higher than Level 1 degree of effort.

Level 1 Markup/ Level 2 Markup/ Markdown % Markdown % Tier 1 OEM 1 Tier 1 OEM 2 ….Tier 1 OEM 15 Tier 2 OEM 1 Tier 2 OEM 2 … Tier 2 OEM 25 All other OEMs

Software Publisher Services (other than packaged maintenance/upgrade protection)

3.3.5 Additional Pricing Terms 3.3.5.1 Use of Credit Cards / Cash Discount If there is a fee, either a percentage or flat fee per transaction, associated with the use of credit cards, Bidders must include this in their Price Sheet. Similarly if there is a discount associated with NOT using a credit card, this must be stated.

3.3.5.2 Administration Fee All Contracts entered into pursuant to the RFR are subject to a 1% Contract Administration Fee, which is created pursuant to MGL c. 7, § 3B, 801 CMR 4.02 and the Transaction Fee section in this solicitation and/or incorporated by reference into contracts awarded pursuant to this RFR. The Markups/Markdowns bid in the Cost Table shown in RFR Section 3.3.4 will be inclusive of a 1% Administration Fee payable to the Commonwealth of Massachusetts for all transactions under the contract, including NJ, RI, VT transactions and transactions of any Eligible Entities that may join ITS58 in the future.

RFR ITS58 Page 21 Document Sensitivity Level: High during development; Low once published.

Contractors shall not reflect this fee as a separate line item on customer invoices. For additional information on the Statewide Contract Administration Fee, please see RFR Section 3.6.1, the “Statewide Contract Administration Fee and Report” section, under “Requirements for Doing Business After a Contract Has Been Awarded,” RFR Section 3.6 below.

3.3.5.3 Software Available to Eligible Entity Less Expensively From Another Source It is desirable that Bidders propose to provide software with a markup lower than the maximum markup if a higher markup would result in a cost to the Eligible Entity higher than the Software Publisher’s published list price or offer made by the Software Publisher directly to the Eligible Entity. Eligible Entities in all or some States will be able to petition the State Contract Manager for permission to purchase “off contract” if use of the Software Reseller Contract would increase their acquisition cost.

3.3.6 Travel Expenses and All Other Expenses (Massachusetts, Rhode Island and Vermont) 3.3.6.1 Commuting Expenses Commuting expenses will not be reimbursed.

3.3.6.2 Standard Business Expenses Standard Business Expenses may be allowed with prior authorization from an Eligible Entity. For Massachusetts, the amount will not be more than that allowed for Commonwealth of Massachusetts employees. (www.mass.gov/hrd)

3.3.6.3 Reimbursable Expenses All or some of the following expenses may be allowed with prior authorization from the Eligible Entity. For Massachusetts, the amount will not be more than that allowed for Commonwealth of Massachusetts employees. (www.mass.gov/hrd - search for the term “Red Book”): · Travel · Meals · Lodging · Incidental · Other expenses

3.4 Supplier Diversity Program (SDP) Plan (Massachusetts Only) Massachusetts Executive Order 524 established the Supplier Diversity Program within the Supplier Diversity Office of the Operational Services Division in order to promote the award of State Contracts in a manner that develops and strengthens Minority and/or Women Business Enterprises (M/WBEs). More recently, Executive Order No. 546 established the Service-Disabled Veteran Owned Business Enterprise Program (“SDVOBE Program”), which is designed to promote access and equity of opportunity to Commonwealth business opportunities to SDVOBE qualifying businesses. As a result, M/WBEs and SDVOBEs are strongly encouraged to submit Quotes in response to this Bid, either as prime vendors, joint venture partners or subcontractors. All Bidders, regardless of their certification status, are required to submit a completed SDP Plan Form #1 – SDP Plan Commitment as part of their Quote for evaluation. It is required that Supplier Diversity Program participation accounts for no less than 10% of the total points in the evaluation. The SST requires Bidders to make a significant commitment to partner with certified Minority-, Women-, and Service- Disabled Veteran-Owned Businesses in order to be awarded a Contract. Bidders must identify a commitment in the form of a specific percentage of sales made under the resulting contract that will be spent with a Certified Partner(s), using SDP Plan Form #1 – SDP Plan Commitment. This percentage commitment will extend for the life of any resulting contract. Please note that no Bidder will be awarded a Contract unless and until they submit a completed SDP Plan Form #1. After contract execution, if any, Contractors must submit a completed SDP Plan Form #2 – Declaration of SDP Partners, which can be found under the Attachments tab of the Bid in COMMBUYS, identifying a Certified Partner(s) no later than 30 days after contract execution. Contractors may defer identification of their SDP Partner(s) by checking the box in Part II, thereby acknowledging their SDP Plan commitment. Failure to submit a completed SDP Plan Form #2 by the deadline may result in penalties including contract suspension, termination, and/or award to the next apparent successful bidder.

RFR ITS58 Page 22 Document Sensitivity Level: High during development; Low once published.

An SDO-certified (formerly SOMWBA-certified) Bidder may not list itself or an affiliate as being a Supplier Diversity Partner to its own company. Once an SDP Plan is submitted, negotiated and approved, the SST will then monitor the Contractor’s performance. Resources available to assist Prime Bidders in finding potential Minority Business Enterprises (MBE) and Women Business Enterprises (WBE) partners can be found at: www.mass.gov/sdp. Resources available to assist Prime Bidders in finding potential Service-Disabled Veteran-Owned Business Enterprise (SDVOBE) partners can be found on the SDO webpage at: www.mass.gov/sdo, The Supplier Diversity Program offers training on the SDP Plan requirements. The dates of upcoming trainings can be found at: http://www.mass.gov/anf/budget-taxes-and-procurement/procurement-info-and-res/osd-events-and- training/osd-training-and-outreach.html In addition, the SDP Webinar can be located on the SDP website at www.mass.gov/SDP.

3.4.1 Supplier Diversity Program Subcontracting Policies In addition to the Subcontracting Policies (See Subcontracting Policies section below and see Section 9, Subcontracting By Contractor, in the Commonwealth Terms and Conditions) that apply to all subcontracted services, agencies may define specific required deliverables for a contractor’s SDP Plan, including, but not limited to, documentation necessary to verify subcontractor commitments and expenditures with Minority- or Women- Owned Business Enterprises (M/WBEs) and Service-Disabled Veteran-Owned Business Enterprises (SDVOBE) for the purpose of monitoring and enforcing commitments made in a contractor’s Supplier Diversity Program (SDP) Plan.

3.5 Participation in OSD’s Annual Marketing Event, MASSBuys (Massachusetts Only) OSD hosts an annual marketing and training trade show, usually in late April or early May, to educate public purchasers and contract end-users on the commodities and services available on statewide contracts, highlight innovative environmentally preferable (green) products and provide marketing and networking opportunities to the business community. The event represents the blending of two highly successful long running OSD trade shows, the Statewide Training And Resource (STAR) Exposition and the Environmentally Preferable Products (EPP) Vendor Fair and Conference. The attendees at these events have included public purchasers and contract end users representing all Commonwealth agencies, cities and towns across the state, independent authorities, higher education and eligible not for profit human and social service organizations. The venue for MASSbuys has significant marketing value and is extremely cost effective as it provides exceptional opportunities for statewide contractors to market directly to thousands of attendees. The MASSbuys Exposition is scheduled each year at either the Boston Convention & Exhibition Center (BCEC) or the DCU Center in Worcester and is 100% supported by statewide contractors as exhibitors. The cost to exhibit is approximately $1100. OSD believes that the show is important because it provides public purchasers and end users with an opportunity to meet over 300 statewide contractors and receive important information on new products, particularly those that save energy, conserve water or other resources, reduce waste as well as the use of toxic substances and may also contain recycled materials. It provides statewide contractors with the unparalleled opportunity to establish and renew business relationships with existing customers and to market their business to approximately 2,000 attendees, many of whom represent potential new customers. Please note that exhibiting at the MASSbuys Exposition is not required and no points will be awarded to those Bidders who commit to participate. However, Bidders who indicate their willingness to exhibit at MASSbuys in their Quotes will be required to honor their commitment for the duration of their contract, if awarded a contract.

3.6 Additional Requirements for Doing Business after a Contract Has Been Awarded The requirements below are specific to the Statewide Contract, if any, awarded as a result of this Solicitation. Awarded Bidders (Contractors) must also comply with the requirements stated in RFR Section 6.3, “Terms and Requirements Pertaining to Awarded Statewide Contracts.”

3.6.1 Statewide Contract Administration Fee and Report All Contracts resulting from this solicitation are subject to a 1% Contract Administration Fee, which is created pursuant to MGL c. 7, § 3B, 801 CMR 4.02 and the Transaction Fee section in this Bid and/or incorporated by reference into Statewide Contracts with the Operational Services Division (OSD). Contracts executed by New RFR ITS58 Page 23 Document Sensitivity Level: High during development; Low once published.

Jersey, Rhode Island and Vermont resulting from this solicitation, and any contracts executed in future by other States or entities, are included in this requirement, with the Contract Administration Fee to be paid to the Commonwealth of Massachusetts. The prices stated in any Bidder’s Quote and any Contractor’s Statewide Contract shall be inclusive of this fee and Contractors shall not reflect this fee as a separate line item on customer invoices.

This fee will be based on 1% of the total dollar amounts, adjusted for credits or refunds, paid by Eligible Entities to the Statewide Contractor based on your statewide contract. All Contracts awarded and all purchase orders and purchases made pursuant to this RFR are subject to this fee regardless of whether the contract was awarded for statewide or regional coverage. Eligible Entities include, but are not limited to: a) Cities, towns, districts, counties and other political subdivisions; b) Executive, Legislative and Judicial Branches, including all departments and elected offices therein; c) Independent public authorities, commissions, and quasi-public agencies; d) Local public libraries, public school districts, and charter schools; e) Public hospitals owned by the Commonwealth; f) Public institutions of higher education; g) Public purchasing cooperatives; h) Non-profit, UFR- certified organizations that are doing business with the Commonwealth; i) Other states and territories with no prior approval by the State Purchasing Agent required; and j) Other entities when designated in writing by the State Purchasing Agent. For a list of other entities that are eligible to use your specific Statewide Contract, please see Section 1 of this RFR.

Note that if the 1% Administration Fee is deductible as a business expense for federal income tax purposes, it is also deductible as an expense for Massachusetts tax purposes. Vendors servicing MHEC members should see MHEC Attachment B for proper assignment of the Administrative Fee.

3.6.1.1 Quarterly Fee Payment: For each Payment Period, Statewide Contractor shall pay to OSD a fee equal to one percent (1%) of the total payments (adjusted for credits or refunds) received from all Eligible Entities that have purchased from the Statewide Contractor pursuant to this Agreement and any Contract executed pursuant to this RFR. All payments will be based on full calendar quarters (Payment Periods) and must be received by OSD on or before 45 days after the last day of the Payment Period (as specified below) or a Contractor will be considered in breach of contract:

Quarter Payment Period Quarterly Payment Due Date First Quarter January 1st – March 31st May 15th Second Quarter April 1st – June 30th August 15th Third Quarter July 1st – September 30th November 15th Fourth Quarter October 1 – December 31st February 15th

Quarterly payments will include any periods less than a full calendar quarter if a contract does not start at the first day of a quarter or end on the last day of the quarter.

Payments are to be made through a web-based secure payment center, which can be accessed through a link provided to Statewide Contractors by OSD. All Administration Fee payments are to be made directly through the secure payment center. The secure payment center allows payments to be made via Automatic Clearing House (ACH) or by using one of the following credit cards: American Express, Discover, MasterCard and/or Visa.

Please note that there is no charge to vendors to use ACH as OSD covers the nominal fee charged by the secure payment center for using the ACH payment method. OSD will NOT cover the convenience fee for selecting to pay by credit card. This is a fee the contractor is responsible for paying and is non- refundable; the fee is over and above the 1% Administration Fee and it is calculated at 2.49% of the 1% Administration Fee to be paid. Prior to the due date for the Statewide Contractor’s Administration Fee payment, the Statewide Contractor will receive an e-mail communication from OSD that includes all required information the Statewide Contractor must use to submit payments via the secure payment center. Electronically submitting your payment, which is comprised of the 1% administration fee of the total payments received by the Contractor from all Eligible Entities for the Quarter, will serve as the Statewide Contractor Administration Fee Report. If the total Administration Fees due for the Payment and Reporting Period

RFR ITS58 Page 24 Document Sensitivity Level: High during development; Low once published.

are less than $50, a Statewide Contractor may carry over that balance to the next Payment and Reporting Period until the cumulative amount owed is $50 or greater (see Quarterly Reporting below for instructions).

3.6.1.2 Quarterly Reporting: Contractor shall submit one Statewide Contractor Administration Fee Report for each Statewide Contract for each Payment Period. If an amount greater than $50 is due for the Payment Period, then the electronic submission of the payment shall serve as submission of the Statewide Contractor Administration Fee Report, as referenced in the Quarterly Fee Payment section above. However, if the total Statewide Contractor Administration Fee due is between $0 and $50, then the Contractor must submit one Statewide Contractor Administration Fee Report for each Statewide Contract for each Payment Period. If you are submitting this report, it must be completely filled out, signed by the Statewide Contractor via electronic signature under the pains and penalties of perjury and emailed to [email protected].

3.6.1.3 Audit: During the term of this Agreement and for a period of six years thereafter, the Operational Services Division, its auditors, the Office of the Inspector General or other authorized representatives shall be afforded access at reasonable times to Contractor's accounting records, including sales information on any system, reports or files, in order to audit all records relating to goods sold or services performed pursuant to this Agreement. If such an audit indicates that Contractor has materially underpaid OSD, then the Contractor shall remit the underpayment and be responsible for payment of any costs associated with the audit.

3.6.1.4 Other Terms: Contractors are responsible for compliance with all other contract reporting requirements including, but not limited to, contract detailed spend, Supplier Diversity Program (SDP) and other contract reports, as required by this contract.

All amounts payable by the Contractor to OSD under this Agreement that are not received by the due date specified shall bear simple interest from the date due until paid. The Late Payment Interest Rate is set by the Office of the State Comptroller on an annual basis and can be found by selecting the fiscal year in question on the Comptroller’s Fiscal Year Updates webpage.

In the event of the Contractor’s breach of this policy including, but not limited to, non-reporting, non-payment, late reporting/payment, under-reporting/payment, the Commonwealth reserves the right to pursue any and all recourse and penalties available including, but not limited to, contract suspension and contract termination. The Commonwealth is allowed to suspend, terminate or debar pursuant to Massachusetts General Laws Chapter 29, Section 29F, as amended, and pursuant to Section 4 of the Commonwealth Terms and Conditions. In addition, in the event the Contractor fails to make any payment when due, the Contractor shall be liable to the Commonwealth for all expenses, court costs, and attorneys' fees (including inside counsel) incurred in enforcing the terms and conditions of this Agreement.

3.6.2 Contract Cost Compliance Verification 3.6.2.1 Submission of Documentation At any time during the Contract, OSD or its designees may require submission of documentation demonstrating that Contractors’ equipment or other charges are in compliance with their contracts. This could include copies of third-party and Contractor invoices relative to a particular transaction, copies of catalogs, or other documentation. If it is determined that items or services were charged at more than the agreed upon price, the contractor will be required to refund or issue credits to the Entities that were overcharged, and to identify procedures which will be implemented to avoid future overcharges. Repeated instances of overcharging may result in suspension from new business, contract termination, or other consequences.

3.6.2.2 Periodic Cost-Plus Cost-Minus Verification The Software Reseller will be required to present, at least on an annual basis, verification reports that certify compliance with the bid pricing. The Software Reseller is required to obtain the services of a certified independent third party (e.g., CPA firm) to complete verification reports.

The Software Reseller may not propose companies with which they have done business in the past two years, with the exception of a company which has done previous audits under this or similar Contracts.

RFR ITS58 Page 25 Document Sensitivity Level: High during development; Low once published.

The Software Reseller is required to recommend three (3) independent third parties from which the SST will select one (1) independent third party.

A minimum of 100 product orders will be selected by the State Contract Manager.

The Software Reseller is required to compensate the independent third party for their work.

The Software Reseller is required to suggest a report format, subject to the approval of the State Contract Manager. The report will include, at a minimum, the product description, the manufacturer name, the manufacturer item number, the discount required by the contract (Level 1 and Level 2), the invoice price from the manufacturer, the price charged to the Eligible Entity, and the actual percentage markup. If more than 5% of the items have a higher markup than required by the contract, a more comprehensive audit, the scope of which will be determined by the State Contract Manager, will be conducted at the Software Reseller’s expense. The Software Reseller must reimburse any Eligible Entities who were overcharged, either via credits or by providing a check, as requested by the Eligible Entity. The State Contract Manager may make a determination that reimbursement will be waived in cases where the cost to the Eligible Entity to manage the reimbursement will exceed the value of the reimbursement.

3.6.3 Security and Confidentiality The Contractor shall comply fully with all security procedures of the Commonwealth and Commonwealth Agencies in performance of the Statewide Contract. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations information, personally identifiable information, or commercial proprietary information in the possession of the Commonwealth Agency.

3.6.4 Change notification Changes to the Contractor’s contact information, company name, legal address, payment address, tax identification number, authorized signatories, SDO-certification status, or EFT information must be promptly reported via email to the State Contract Manager. In some cases additional paperwork will be required to effect the change.

If the Contractor is acquired by another company, the State Contract Manager and the SST will determine whether or not to offer the acquiring company a place on the Statewide Contract.

3.6.5 Report Requirements The Bidder must agree that if awarded a Contract resulting from this RFR, the Contractor will submit reports to the State Contract Manager.

3.6.5.1 Reports Created by the Contractor 3.6.5.1.1 Statewide Contract Administration Fee Quarterly Report (Massachusetts Only) See RFR Section 3.1.6.2, Quarterly Reporting. 3.6.5.1.2 Massachusetts Quarterly Spreadsheet Report A spreadsheet report must be submitted quarterly via email to the State Contract Manager (or, at such time as reports may be submitted via upload to COMMBUYS or some other automated system, via that mechanism). The schedule will be the same as that specified under RFR Section 3.6.1.2, Quarterly Reporting. The report will include Contract Number, Vendor Name, Reporting Calendar Year, Reporting Calendar Quarter, Vendor Name, Customer Name, Customer Code, Customer Secretariat, Customer Type, Secretariat, Customer Number, Customer PO #, Order #, Reseller Item #, Manufacturer Item #, Product Description, Manufacturer, Quantity Ordered, Unit Price, Extended Price, Date Ordered, Date of Invoice, Ship Date, Quantity Shipped, Product Type, Ship To: Name, Address Line 1, Address Line 2, City, State, Zip, Ship To: Name, Address Line 1, Address Line 2, City, State, Zip, Maintenance Expiration Date (if applicable). Bidders must also indicate if they agree to provide the following data elements: License yes/no Maintenance/Support yes/no RFR ITS58 Page 26 Document Sensitivity Level: High during development; Low once published.

Media yes/no Other services yes/no (this would include training, customization, installation, and consulting). If requested by the State Contract Manager, each record must be coded with an identifying customer code, which will be associated with additional data to be supplied by the State Contract Manager. For Massachusetts, codes will be supplied for all Eligible Entities. In some cases, the customer may provide the name of their organizational subunit rather than the formal agency name. The person taking the order must try to capture the formal agency or town name, by prompting the customer to identify the agency or town of which they are a subunit. If the customer does not identify an Eligible Entity on the list of codes, the Contractor must contact the State Contract Manager so that the list of codes can be expanded to include the Eligible Entity. For example, the original list will be structured as follows: Agency Name Code Secretariat Type Convention Center CCA NA Auth Authority Department of Mental DMH Executive Office of Health and Exec Health Human Services Department of Public DPH Executive Office of Health and Exec Health Human Services Feeding Hills Library Agawam NA Muni Fernald School DMH Executive Office of Health and Exec Human Services Lemuel Shattuck Hospital DPH Executive Office of Health and Exec Human Services A Kangaroo’s Pouch NA NA NonProf

Supplier Diversity Spend Expenditures with Supplier Diversity Plan partners must also be reported quarterly. The required information is Partner Name, Certification Type, Certification Expiration Date, and amount expended during the reporting period. A copy of the Partner’s M/WBE certification or certification letter from the Massachusetts Supplier Diversity Office must be included with the report.

3.6.5.1.3 Quarterly Spreadsheet Report (New Jersey, Rhode Island, Vermont) A spreadsheet report must be submitted quarterly via email to the State Contract Manager. The schedule will be the same as that specified under Quarterly Reporting (See RFR Section 3.6.1.2). The report will include Contract Number, Vendor Name, Reporting Calendar Year, Reporting Calendar Quarter, Vendor Name, Customer Name, Customer Code, Customer Secretariat, Customer Type, Secretariat, Customer Number, Customer PO #, Order #, Reseller Item #, Manufacturer Item #, Product Description, Manufacturer, Quantity Ordered, Unit Price, Extended Price, Date Ordered, Date of Invoice, Ship Date, Quantity Shipped, Product Type, Ship To: Name, Address Line 1, Address Line 2, City, State, Zip, Ship To: Name, Address Line 1, Address Line 2, City, State, Zip, Maintenance Expiration Date (if applicable). It is desirable that the report also include the following: License yes/no Maintenance/Support yes/no Media yes/no Other services yes/no (this would include training, customization, installation, and consulting). If requested by the State Contract Manager, each record must be coded with an identifying customer code, which will be associated with additional data to be supplied by the State Contract Manager. Vermont will, and New Jersey and Rhode Island may, supply codes for all Eligible Entities. In some cases, the customer may provide the name of their organizational subunit rather than the formal agency name. The person taking the order must try to capture the formal agency or town name, by prompting the customer to identify the agency or town of which they are a subunit. If the customer does not identify an Eligible Entity on the list of codes, RFR ITS58 Page 27 Document Sensitivity Level: High during development; Low once published.

the Contractor must contact the State Contract Manager so that the list of codes can be expanded to include the Eligible Entity.

3.6.5.1.4 Additional Information as Required on the Report Template Report templates will be posted on COMMBUYS for Massachusetts, and will be made available to Contractors by the other States through various means. If additional information to that listed above is requested on the report template, Contractors must provide this information if it is available.

3.6.5.1.5 Late Reporting and Quality of Reporting Timely and quality reporting are elements of the Service Level Agreement (see RFR Section 3.2.12.1) and will be tracked and addressed accordingly.

3.6.5.2 User Generated Reports 3.6.5.2.1 Reports Generated by State Contract Manager It is desirable that the State Contract Managers have the ability to generate reports using a report template or other easy to use query tool such as Access. Information must be maintained and accessible for the life of the Contract. Reports must be downloadable in comma delimited format or in Excel. Available fields will be the same as those required for the Quarterly Spreadsheet Report, except that Vendor Name and reporting period are not necessary.

3.6.5.2.2 Ad hoc Reports for Eligible Entities Eligible Entities must either have the ability to generate reports as specified in User Generated Reports or must be able to request ad hoc reports from the Software Reseller based on any combination and sort order of these data elements. These reports must be made available free of charge, within no more than 48 hours of the request. Eligible Entities must be limited to accessing their own information, not that of other Eligible Entities.

3.6.6 Requirements at Statewide Contract or Engagement Termination When an engagement with an Eligible Entity terminates or expires, the Contractor must immediately deliver to the Eligible Entity any copies of Eligible Entity content, the application and/or other products developed pursuant to the engagement, including configuration diagrams, network maps, reports, documentation, and any Eligible Entity confidential information in its custody and control. Subject to the Contractor’s record keeping obligations under paragraph 7 of the Commonwealth’s Terms and Conditions, and the Commonwealth’s record keeping obligations under the Records Conservation Law, M.G.L. c. 30, § 42, the Contractor shall erase and remove all copies of Eligible Entity content, site, application and confidential information from computer equipment and media in the Contractor’s possession, custody and control, and return such content, site, application and confidential information to the Eligible Entity. The Contractor shall cooperate fully with the Eligible Entity in the transfer of the application and/or other engagement products to the Commonwealth or to another vendor in accordance with the requirements of the Project Statement of Work.

3.6.7 Restriction from New Business Any action performed by the Contractor, or failure to perform a required action, could result in restriction from entering into new engagements. Restrictions can be either temporary or permanent, i.e., throughout the remaining life of the Contract. A restriction would take the form of a temporary or permanent removal from the approved Contractor list(s). Nothing in this section shall affect the rights of the Commonwealth under the Commonwealth Terms and Conditions or Massachusetts General Laws Chapter 29: Section 29F Debarment from bidding.

RFR ITS58 Page 28 Document Sensitivity Level: High during development; Low once published.

4 EVALUATION CRITERIA Bidder scores will be used to rank Bidders and will determine which Bidders will proceed to subsequent stages of the evaluation and/or enter into negotiations with the Commonwealth to receive a Contract award.

4.1 Mandatory Requirements and Desirable Specifications Mandatory specifications must be met in order for a Bid to be evaluated and may be used to disqualify Bidders. In addition, certain mandatory specifications have desirable components to them that may be evaluated by the SST. The SST reserves the right, in its discretion, to determine if non-compliance with a mandatory specification is insignificant or can be easily corrected. Solicitation sections that include terms such as: “must”, “shall”, “will” and “required” are “mandatory.” Failure to meet the requirements of a mandatory specification without providing an alternate that is acceptable to the evaluators may result in the disqualification of a Bidder's proposal. Desirable specifications will be scored according to the Evaluation Criteria.

4.2 Evaluation Criteria 4.2.1 Supplier Diversity Plan This criterion will be worth 10% of the points in the Evaluation. The SST plans to award 0 points for plans that do not offer a significant commitment, to award a substantial number of points for any plans offering significant commitments, and to award a small number of points based on size of commitment. Scoring will not necessarily be proportional, that is, a 1% commitment would not necessarily receive twice as many points as a .5% commitment.

4.2.2 Other Evaluation Criteria The following criteria are listed in order of importance: · Cost (Markup/Markdown percentages bid for Tier 1 Software Publishers will be weighted more highly than Tier 2, which in turn will be weighted more highly than “All Other Software Publishers.” Level 1 pricing will be weighted more highly than Level 2 pricing. · Questions pertaining to customer services and service levels (Response Form questions 8-18, 22-23), and Response Form question 20 (willingness to lower markup in certain circumstances as specified in RFR Section 3.3.5.3). · Experience and qualifications, including references and software publisher certifications/qualifications (Response Form questions 1, 2, 6, 7) · Supplier Diversity Plan

5 HOW TO SUBMIT A BID RESPONSE All Bidders may begin creating and compiling Quote materials as soon as the Bid with all attachments is in the Sent document status. Bidders are instructed not to submit Quotes before the Bid Amendment Deadline has been reached (See Estimated Procurement Calendar). 5.1 Quote Submission Method Online Quote Submission via COMMBUYS is required to eliminate direct and indirect costs associated with the production, delivery/receipt, storage and management of traditional paper bids incurred by Bidders, the Operational Services Division, and the Commonwealth of Massachusetts. Bids submitted via COMMBUYS tools also promote environmental conservation and preservation by eliminating printed materials as well as fossil-fuel consumption associated with delivery. All Bidders must submit Quotes online using tools available only to Sellers registered in COMMBUYS. COMMBUYS provides Seller registration functionality at no charge. To register, go to www.COMMBUYS.com and click on the “Register” link on the front page. All Bidders who are awarded a contract resulting from this Bid, if any, will be required to maintain an active account during the duration of the Contract, by reviewing their registration information regularly and maintaining its accuracy.

5.2 COMMBUYS Quote Submission Training and Instructions The following resources are provided to assist Bidders in submitting Quotes:

· Appendix 4, Instructions for Vendors Responding to Bids Electronically through COMMBUYS, which is part of this document; RFR ITS58 Page 29 Document Sensitivity Level: High during development; Low once published.

· Training sessions focused on online Quote submission, if offered, are noted in the Estimated Procurement Calendar; · An online job aid on How to Create a Quote; 5.3 Webcast video on How to Find Bids (Solicitations) and Submit Quotes (Responses) through COMMBUYS.

5.4 COMMBUYS Support Technical assistance is available during the procurement process. Every effort is made to respond to inquiries within one business day.

Website: Go to the COMMBUYS website. Email: Send inquiries to the COMMBUYS Helpdesk at [email protected], Telephone: Call the COMMBUYS Help Desk at 1-888-MA-STATE (1-888-627-8283). The Help Desk is staffed from 8:00 AM to 5:00 PM Monday through Friday Eastern Standard or Daylight time, as applicable, except on federal and state holidays. Bidders are advised that COMMBUYS will be unavailable during regularly scheduled maintenance hours of which all users will be notified.

5.5 Bid Opening Date/Time All Bids must be received by the Operational Services Division before the specified date, month, year and time displayed as the Bid Opening Date/Time in the Header Information section of the Bid in COMMBUYS. Times are Eastern Standard/Daylight Savings (US), as applicable. All Bidders are advised to allow adequate time for submission by considering potential online submission impediments like Internet traffic, Internet connection speed, file size, and file volume. OSD is not responsible for delays encountered by Bidders or their agents, or for a Bidder’s local hardware failures, such as computers or related networks, associated with bid compilation or submission. Bids submitted via COMMBUYS are time stamped by the COMMBUYS system clock which is considered the official time of record.

5.6 Quote Contents Bidders must comply with the requirements below.

5.7 RFR Checklist and Bidder Response Form Strategic Sourcing Teams seek to reduce the number of Bidder disqualifications based on incomplete submissions. Therefore, Bidders must complete and submit the RFR Checklist and all required documents referenced in the Checklist. By submitting the RFR Checklist with a response, Bidders agree to all specifications on COMMBUYS for this Bid. The RFR Checklist is included in the Bidder Response Form.

5.8 Additional Quote Terms Bidders must not, as part of their Quotes in response to this RFR, propose additional contractual terms, or supplemental or clarifying language pertaining to contractual terms, even if the proposed additions/clarifications are not in conflict with the Commonwealth Terms and Conditions, the Standard Contract Form, or other documents comprising this Bid. After winners of the RFR have been selected, individual States may choose to entertain the inclusion of additional terms or clarifications in their Contracts. In addition, Contractors who wish to propose additional contractual terms, or supplemental or clarifying language, relative to a specific engagement with an Eligible Entity under the Contract, may do so on a case-by-case basis if permitted by the Eligible Entity. Any such engagement-specific terms or language will be negotiated for each specific engagement, and formalized in the Project Statement of Work.

5.9 Quote Materials 5.10 Electronic Signatures Quotes submitted via COMMBUYS must be signed electronically by the Bidder or the Bidder’s Agent by accepting the terms and conditions of the bid on the “Attachments” tab of the Bid in COMMBUYS. By selecting “Save & Continue” after accepting the terms and conditions of the bid, the submitter attests that s/he is an agent of the Bidder with authority to sign on the Bidder’s behalf, and that s/he has read and assented to each document’s terms.

RFR ITS58 Page 30 Document Sensitivity Level: High during development; Low once published.

5.11 Ink Signatures 5.11.1 Massachusetts · Standard Contract Form · Commonwealth Terms and Conditions · Contractor Authorized Signatory Listing · Request for Taxpayer Identification and Verification (Mass. Substitute W9 Form).

Successful Bidders who agreed to the terms and conditions of these forms electronically via COMMBUYS online Quote submission tool must still submit the above forms with ink signatures within ten (10) calendar days of award notification or their contract may not be executed by the Commonwealth. Bidders who have previous Contract(s) with the Commonwealth and have up-to-date, ink-signature versions of the Commonwealth Terms and Conditions and Request for Taxpayer Identification and Verification (Mass. Substitute W9 Form) on file with the Office of the State Comptroller may submit copies of the signed forms. However, a new Standard Contract Form and Contractor Authorized Signatory Listing with original ink signatures must be submitted for each new Contract with the Commonwealth.

5.11.2 New Jersey The State of New Jersey Standard Terms and Conditions as amended by the Addendum to the State of New Jersey Standard Terms and Conditions must be agreed to electronically in accordance with the provisions of Section 5.10. These forms should not be submitted with the Quote.

5.11.3 Rhode Island · State of Rhode Island Payer’s Request for Taxpayer Identification Number and Certification · Completed and signed RIVIP Certification Cover Form for the State of RI

The above two forms must be completed, signed, scanned and included in the Quote.

· State of Rhode Island’s General Conditions of Purchase · Supplemental Terms And Conditions For Contracts And Subawards Funded In Whole Or In Part By The American Recovery And Reinvestment Act Of 2009, Pub. L. No. 111-5

The above forms must be agreed to electronically in accordance with the provisions of Section 5.10. These forms should not be submitted with the Quote.

5.11.4 Vermont · Certificate of Compliance · Offshore Outsourcing Questionnaire

The above two forms must be completed, signed, scanned and included in the Quote.

· Standard State Contract Provisions · Purchasing and Contract Administration Terms and Conditions · Other Provisions · Business Associate Agreement (BAA) · Agency of Human Services Standard State Contract Provisions

The above five forms must be agreed to electronically in accordance with the provisions of Section 5.10. These five forms should not be submitted with the Quote.

5.12 Limits and Restrictions 5.12.1 Document Pages Space limitations (pages or number of characters) may be specified in the Response Form. If entries on the Response Form have built-in limitations on the number of characters that may be entered, Bidders must not override these limitations.

RFR ITS58 Page 31 Document Sensitivity Level: High during development; Low once published.

5.12.2 File Naming Conventions Files submitted via COMMBUYS must use the file names specified in the Checklist. The same name should be used for both the File Name and the Description entered when uploading files to COMMBUYS. The upload tool will reject any file name that includes spaces or symbols, like the brackets [ ] some systems apply when files are downloaded from the Internet.

5.12.3 File Format Restrictions All scanned documents must be in .pdf or .gif format, and must be scanned in such a way that they can be read on a computer monitor and printed on 8 1/2” x 11” paper, unless otherwise specified. Forms provided for the Bidder to complete and submit with their Quote, unless ink signatures are required, must be completed and submitted in their original formats, NOT scanned and submitted as PDF or other file types. Any MS Word documents submitted, including the Response Form, must be readable by MS Word 2003 without conversion.

5.13 Withdrawing a Quote 5.14 Prior to Bid Opening Date/Time Quotes may be withdrawn using the “Withdraw Quote” button offered under the Summary tab of a submitted Quote.

5.15 After Bid Opening Date/Time No Quote can be withdrawn after the Bid Opening Date/Time. If the Bidder wants to remove a Quote from consideration, contact the Strategic Sourcing Services Lead for guidance.

RFR ITS58 Page 32 Document Sensitivity Level: High during development; Low once published.

6 APPENDIX 1 – REQUIRED TERMS FOR ALL STATEWIDE RFRS The terms of 801 CMR 21.00: Procurement of Commodities and Services are incorporated by reference into this RFR. Words used in this RFR shall have the meanings defined in 801 CMR 21.00. Additional definitions may also be identified in this RFR. Unless otherwise specified in this RFR, all communications, Responses, and documentation must be in English and all cost proposals or figures in U.S. currency. All Responses must be submitted in accordance with the specific terms of this RFR.

6.1 General Procurement Information 6.1.1 Alterations Bidders may not alter (manually or electronically) the Solicitation language or any Solicitation component files, except as directed in the RFR. Modifications to the body of the Solicitation, specifications, terms and conditions, or that change the intent of this Solicitation are prohibited and may disqualify a Response.

6.1.2 Bidder’s Contact Information It is the Bidder’s responsibility to monitor the email address provided in the Quote for the Bidder’s contact person. The SST may need to contact the Bidder’s contact person with clarification requests or for other reasons. The SST and the Commonwealth assume no responsibility if a Bidder’s designated email address is not current, or if technical problems, including those with the Bidder’s computer, network or internet service provider (ISP), cause e-mail communications between the Bidder and the SST to be lost or rejected by any means including email or spam filtering.

6.1.3 COMMBUYS Market Center COMMBUYS is the official source of information for this Bid and is publicly accessible at no charge at www.commbuys.com. Information contained in this document and in COMMBUYS, including file attachments, and information contained in the related Bid Questions and Answers (Q&A), are all components of the Bid, as referenced in COMMBUYS, and are incorporated into the Bid and any resulting contract.

Bidders are solely responsible for obtaining all information distributed for this Bid via COMMBUYS. Bid Q&A supports Bidder submission of written questions associated with a Bid and publication of official answers.

It is each Bidder’s responsibility to check COMMBUYS for: • Any amendments, addenda or modifications to this Bid, and • Any Bid Q&A records related to this Bid.

The Commonwealth accepts no responsibility and will provide no accommodation to Bidders who submit a Quote based on an out-of-date Bid or on information received from a source other than COMMBUYS.

6.1.4 COMMBUYS Subscription Bidders may elect to obtain a free COMMBUYS Seller subscription which provides value-added features, including automated email notification associated with postings and modifications to COMMBUYS records. However, in order to respond to a Bid, Bidders must register and maintain an active COMMBUYS Seller subscription account.

All Bidders submitting a Quote (previously referred to as Response) in response to this Bid (previously referred to as Solicitation) agree that, if awarded a contract: (1) they will maintain an active seller account in COMMBUYS; (2) they will, when directed to do so by the procuring entity, activate and maintain a COMMBUYS-enabled catalog using Commonwealth Commodity Codes; (3) they will comply with all requests by the procuring entity to utilize COMMBUYS for the purposes of conducting all aspects of purchasing and invoicing with the Commonwealth, as added functionality for the COMMBUYS system is activated; (4) Bidder understands and acknowledges that all references to the Comm-PASS website or related requirements throughout this RFR, shall be superseded by comparable requirements pertaining to the COMMBUYS website; and (6) in the event the Commonwealth adopts an alternate market center system, successful Bidders will be required to utilize such system, as directed by the procuring entity. Commonwealth Commodity Codes are based on the United Nations Standard Products and Services Code (UNSPSC).

The COMMBUYS system introduces new terminology, which bidders must be familiar with in order to conduct business with the Commonwealth. To view this terminology and to learn more about the COMMBUYS system, please visit the COMMBUYS Resource Center. RFR ITS58 Page 33 Document Sensitivity Level: High during development; Low once published.

6.1.5 Costs Costs that are not specifically identified in the Bidder’s Response, and accepted by the SST as part of a Statewide Contract, will not be compensated under any Statewide Contract or engagement awarded pursuant to this RFR. The Commonwealth will not be responsible for any costs or expenses incurred by Bidders responding to this RFR.

6.1.6 Minimum Quote Duration Bidders’ Quotes to this RFR must remain in effect for at least 90 days from the date of Quote submission.

6.1.7 Ownership of Submitted Quotes OSD and the SST shall be under no obligation to return any Quotes or materials submitted by a Bidder in response to this RFR. All materials submitted by Bidders become the property of the Commonwealth of Massachusetts and will not be returned to the Bidder. The Commonwealth reserves the right to use any ideas, concepts, or configurations that are presented in a Bidder’s Quote, whether or not the Quote is selected for Contract award.

Quotes stored on COMMBUYS in the encrypted lock-box are the file of record. Bidders retain access to a read- only copy of this submission via their COMMBUYS account, as long as their account is active. Bidders may also retain a traditional paper copy or electronic copy on a separate computer or network drive or separate media, such as CD or DVD, as a backup.

6.1.8 Prohibitions Bidders are prohibited from communicating directly with any employee of the procuring Department or any member of the SST regarding this RFR except as specified in this RFR, and no other individual Commonwealth employee or representative is authorized to provide any information or respond to any question or inquiry concerning this RFR. Bidders may contact the contact person using the contact information provided in the Header Information this Bid in the event that this RFR is incomplete or information is missing. Bidders experiencing technical problems accessing information or attachments stored on COMMBUYS should contact the COMMBUYS Helpdesk (see the document cover page for contact information).

In addition to the certifications found in the Commonwealth’s Standard Contract Form, by submitting a Quote, the Bidder certifies that the Quote has been arrived at independently and has been submitted without any communication, collaboration, or without any agreement, understanding or planned common course or action with, any other Bidder of the commodities and/or services described in the RFR.

6.1.9 Public Records Law All Quotes and information submitted in response to this RFR are subject to the Massachusetts Public Records Law, M.G.L., Chapter 66, Section 10, and to Chapter 4, Section 7, Subsection 26, and to each other State’s analogous statutes as applicable. Any statements in submitted Quotes that are inconsistent with these statutes shall be disregarded.

6.1.10 Reasonable Accommodation Bidders with disabilities or hardships that seek reasonable accommodation, which may include the receipt of RFR information in an alternative format, must communicate such requests in writing to the contact person. Requests for accommodation will be addressed on a case by case basis. A Bidder requesting accommodation must submit a written statement which describes the Bidder’s disability and the requested accommodation to the contact person for the RFR. The SST reserves the right to reject unreasonable requests.

6.2 Evaluation – Best Value Selection and Negotiation The SST may select the Quotes(s) which demonstrates the best value overall, including proposed alternatives, that will achieve the goals of the procurement. The SST and a selected Bidder may negotiate a change in any element of Contract performance or cost identified in the original RFR or the selected Bidder’s Quote which results in lower costs or a more cost effective or better value than was presented in the selected Bidder’s original Quote.

6.3 Terms and Requirements Pertaining to Awarded Statewide Contracts

6.3.1 Tax Exemption Payment vouchers or invoices submitted to government Eligible Entities must not include sales tax.

RFR ITS58 Page 34 Document Sensitivity Level: High during development; Low once published.

6.3.2 Contractor’s Contact Information It is the Contractor’s responsibility to keep the Contractor’s Contract Manager information current. If this information changes, the Contractor must notify the State Contract Manager by email immediately, using the address located in the Header Information of the Purchase Order or Master Blanket Purchase Order on COMMBUYS for Massachusetts, and for New Jersey, Rhode Island, and Vermont, as directed by the State Contract Managers for each State.

The SST and the Commonwealth assume no responsibility if a Contractor’s designated email address is not current, or if technical problems, including those with the Contractor’s computer, network or internet service provider (ISP), cause e-mail communications between the Bidder and the SST to be lost or rejected by any means including email or spam filtering.

6.3.2.1 Massachusetts 6.3.2.1.1 Electronic Funds Transfer (EFT) All Bidders must agree to participate in the Commonwealth Electronic Funds Transfer (EFT) program for receiving payments. A link to the EFT application can be found on the OSD Forms page (www.mass.gov/osd). Additional information about EFT is available on the Comptroller’s VendorWeb site located at: https://massfinance.state.ma.us/VendorWeb/vendor.asp. Upon notification of award, Contractors are required to enroll in EFT by completing and submitting the “Authorization for Electronic Funds Payment Form” to the SST for review, approval and forwarding to the Office of the Comptroller, unless already enrolled in EFT. A link to the EFT application can be found on the Comptroller’s VendorWeb site (see above link). This form, and all information contained on this form, shall not be considered a public record and shall not be subject to public disclosure through a public records request.

6.3.2.1.2 Contractual Status of Orders and Service Contracts Each order or service contract placed under the Statewide Contract established as a result of this RFR shall be considered a separate Contract between the Contracting Department and the Contractor, and shall be deemed to incorporate all of the terms and conditions of the Statewide Contract. Nothing contained in any order or service contract shall amend or vary the terms of the Statewide Contract. Additional terms which do not conflict with the Commonwealth’s Terms and Conditions, the Massachusetts Standard Contract Form, this RFR and any amendments, or the Bidder Quote, may be included in an order or service contract, if mutually agreed upon by the contractor and the Eligible Entity.

6.3.2.1.3 Emergency Standby Commodities and/or Services Contractors may be called upon during a declared state of emergency to supply and/or deliver to the Commonwealth on a priority basis commodities and/or services which are currently under Statewide Contract. To accommodate such requests, Contractors may be asked, and must make every effort to service, these requests from regular sources of supply at the rates set forth in any Statewide Contract resulting from this RFR.

6.3.2.1.4 HIPAA: Business Associate Contractual Obligations Bidders are notified that any Department meeting the definition of a Covered Entity under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) will include in the RFR or RFQ and resulting contract sufficient language establishing the successful Bidder’s contractual obligations, if any, that the Department will require in order for the Department to comply with HIPAA and the privacy and security regulations promulgated thereunder (45 CFR Parts 160, 162, and 164) (the Privacy and Security Rules). For example, if the Department determines that the successful Bidder is a business associate performing functions or activities involving protected health information, as such terms are used in the Privacy and Security Rules, then the Department will include in the RFR and resulting contract a sufficient description of business associate’s contractual obligations regarding the privacy and security of the protected health information, as listed in 45 CFR 164.314 and 164.504 (e), including, but not limited to, the Bidder's obligation to: implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the protected health information (in whatever form it is maintained or used, including verbal communications); provide individuals access to their records; and strictly limit use and disclosure of the protected health information for only those purposes approved by the department.

RFR ITS58 Page 35 Document Sensitivity Level: High during development; Low once published.

Further, the Department reserves the right to add any requirement during the course of the contract that it determines it must include in the contract in order for the department to comply with the Privacy and Security Rules. The above information pertains to contracts with Departments which are entered into under the Statewide Contract. This Bid itself does not fall under HIPAA.

6.3.2.1.5 Pricing: Federal Government Services Administration (GSA) or Veteran’s Administration Supply The Commonwealth reserves the right to request that the Contractor provide initial pricing schedules and periodic updates available under their GSA or other federal pricing contracts. In the absence of proprietary information being part of such contracts, compliance for submission of requested pricing information is expected within 30 days of any request. If the Contractor receives a GSA or Veteran’s Administration Supply contract at any time during the term of the Statewide Contract, the Contractor must notify the State Contract Manager.

6.3.2.1.6 Section Deleted

6.3.2.1.7 Publicity Any Statewide Contractor awarded a contract under this RFR is prohibited from selling or distributing any information collected or derived from the Statewide Contract, including lists of participating Entities, Commonwealth employee names, telephone numbers or addresses, or any other information except as specifically authorized by the SST.

6.3.2.1.8 Save Smart Program ($ave$mart) The OSD $ave$mart Program is a partnership between OSD and Statewide Contract Vendors. The purpose of the program is to create additional cost savings and opportunities for all Eligible Entities utilizing Statewide Contracts. These opportunities could be in the form of reduction in cost for a limited time, free training opportunities, and other offerings. Contractors should notify the State Contract Manager of any price reductions they are willing to provide, including those which are time- or quantity-limited, as a promotional or competitive strategy, an inventory reduction initiative, or for any other reason. If suitable, the cost savings will be showcased in the $ave$mart section of OSD’s website.

6.3.2.1.9 Statewide Contractor Marketing Requirements Statewide Contractors awarded under this RFR must adhere to the following sales/marketing requirements and limitations regarding their Contract: Contractors may only sell those goods and/or services for which they are awarded a Statewide Contract pursuant to this RFR; marketing information must be factual in nature in order to promote those goods and/or services for which the Contractor has a Statewide Contract and must not be critical of other Statewide Contractors; and Contractors must not display the Commonwealth of Massachusetts Seal for commercial purposes because use of the coat of arms and the Great Seal of the Commonwealth for advertising or commercial purposes is prohibited by law. During the life of the Contract, the SST reserves the right to require Contractors to seek and receive prior written approval before distributing marketing information to Eligible Entities.

6.3.2.1.10 Subcontracting Policies Prior approval of the department is required for any subcontracted service of the Contract. Contractors are responsible for the satisfactory performance and adequate oversight of their subcontractors.

6.3.2.1.11 Transaction Fee In the event the Operational Services Division determines that it is necessary to adopt an alternative funding mechanism for its procurements in the future, including, but not limited to, a transaction fee, the Operational Services Division hereby reserves the right to renegotiate the inclusion and implementation of such a fee and/or other alternative funding mechanisms with the awarded contractors.

6.3.2.2 New Jersey Bidders must agree to the State of New Jersey Standard Terms and Conditions as amended by the Addendum to the State of New Jersey Standard Terms and Conditions. Bidders will agree to these terms as described in RFR Section 5.10, Electronic Signatures.

RFR ITS58 Page 36 Document Sensitivity Level: High during development; Low once published.

6.3.2.3 Rhode Island Bidders must register at the State of RI website at www.purchasing.ri.gov. All provisions of state purchasing law, general terms and conditions and regulations are incorporated into all State of RI contracts by RI General Law 37-2, which may be found on the above-referenced website.

A Bidder Certification Cover Form for the State of RI must accompany the RFR response. In addition, Bidders must complete the State of Rhode Island Payer’s Request for Taxpayer Identification Number and Certification.

Bidders must also agree to the Supplemental Terms And Conditions For Contracts And Subawards Funded In Whole Or In Part By The American Recovery And Reinvestment Act Of 2009, Pub. L. No. 111-5. Bidders will agree to these terms as described in RFR Section 5.10, Electronic Signatures.

Bidders with questions concerning use of the State of RI website may contact the HelpDesk at (401) 222-3766. If you have difficulty accessing the website, send an eMail to [email protected].

A State of RI Master Price Agreement will be issued upon award.

6.3.2.4 Vermont The State of Vermont’s Certificate of Compliance, and Offshore Outsourcing Questionnaire must be completed, signed, scanned, and included with the RFR Response. Bidders must also agree to the terms of the State of Vermont Standard State Provisions for Contracts and Commodity Purchase Terms and Conditions, as described in RFR Section 5.10, Electronic Signatures.

The State of Vermont’s Standard State Contract Provisions, Purchasing and Contract Administration Terms and Conditions, Other Provisions, Business Associate Agreement (BAA), and the Agency of Human Services Standard State Contract Provisions shall be incorporated by reference into any Vermont contract for commodities and services executed pursuant to this RFR. The Business Associate Agreement (BAA), and the Agency of Human Services Standard State Contract Provisions shall be incorporated into specific orders as applicable. The laws of the State of Vermont for all sales of Vermont software licenses, applications and services will govern the Bidder during the respective terms of any contract.

Contractor Documentation; Order of Precedence; No Unilateral Modifications by Contractor: The parties specifically agree that any Contractor Document, as defined herein, is hereby modified as follows: (a) Any requirement that the State indemnify the Contractor or otherwise be liable for the expenses, including attorneys’ fees of the Contractor, is hereby deleted from the Supplier Document;

(b) Any requirement that the State agree to binding arbitration or otherwise waive the State’s right to a jury trial is hereby deleted from the Contractor Document;

(c) The Contractor agrees that any Contractor Document shall be governed by and construed in accordance with the laws of the State of Vermont and that any action or proceeding brought by either the State or the Contractor in connection with this Contract shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit; (d) Nothing in a Contractor Document shall constitute an implied or deemed waiver of the immunities, defenses, rights or actions arising out of State’s sovereign status or under the Eleventh Amendment to the United States Constitution;

(e) Any provision which limits the time within which an action may be brought is hereby deleted; and

(f) Any provision which defines obligations of the State to maintain the confidentiality of the Contractor shall be subject to the laws of the State of Vermont.

“Contractor Document” shall mean one or more document, agreement or other instrument required by the Contractor or its supplier in connection with the performance of this Contract, regardless of format, including any applicable license or end user agreement, any hyperlinks to documents contained in a Contractor document, agreement or other instrument, and any other paper or “shrinkwrap,” “clickwrap” or other electronic version thereof.

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This Section shall in all cases take precedence over a Contractor Document and any ambiguity, conflict or inconsistency in a Contractor Document shall be resolved in accordance with this order of precedence.

Notwithstanding any other provision or other unilateral license terms which may be issued by Contractor after the dated date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of an order pursuant to this Contract, the components of which are licensed under a Contractor Document, or the fact that such other agreement may be affixed to or accompany a product or service upon delivery (“shrink wrap”), the terms and conditions set forth herein shall supersede and govern the licensing and delivery of all products and services hereunder.

RFR ITS58 Page 38 Document Sensitivity Level: High during development; Low once published.

7 APPENDIX 2 – REQUIRED TERMS FOR ALL INFORMATION TECHNOLOGY STATEWIDE RFRS (MASSACHUSETTS ONLY)

7.1 Enterprise Policy and Standards All IT systems and applications developed by, or for Executive department agencies or operating within the Massachusetts Access to Government Network (MAGNet), must conform with the Enterprise Information Technology Policies, Standards and Guidance promulgated by the Commonwealth’s CIO as they existed at the time the Request for Quote or other Bid was posted, unless otherwise specified in the Request for Quote or other Bid, or the resulting contract (That is, the policies will be those in effect when specifications for particular engagements are posted, NOT those in effect at the time this RFR was posted.). Non-conforming IT systems cannot be deployed unless the purchasing agency and their Contractor have jointly applied for and received in writing from the Commonwealth’s CIO or his designee, notice that a specified deviation will be permitted. The Enterprise Information Technology Policies and Standards, with the exception of the Enterprise Public Access Policy For e-Government Applications and the Enterprise Public Access For e-Government Applications Standards, are available at mass.gov/itd. The Enterprise Public Access Policy For e-Government Applications and the Enterprise Public Access For e-Government Applications Standards are available in hard copy from the purchasing agency. Purchasing agencies may also obtain a current copy of these documents, on behalf of their Contractor, by contacting the Information Technology Division's CommonHelp group at [email protected] or 1 (866) 888-2808. Contractors should only request the Public Access Architecture documentation when they are bidding on specific projects or services, and should request it of the Contracting Department which has posted the Request for Quotes or other Bid. Bidders must not request a copy of the Commonwealth’s Public Access Architecture in connection with responding to this RFR. Please Note: Given the pace of information technology innovation, purchasing agencies and their contractors are encouraged to contact the Information Technology Division's CommonHelp group at [email protected] or 1 (866) 888-2808 to signal a system or application design and development initiative. Such advance notice helps to ensure conformance with the relevant Enterprise Technology Policies, Standards and Procedures. Contractor delivery of IT systems and applications that fail to conform to the Commonwealth’s Enterprise Information Technology Policies, Standards and Procedures, absent the Commonwealth CIO’s grant of written permission for a deviation, shall constitute breach of any Contract entered as a result of this Request for Response and any subsequent Request for Quotes. The Commonwealth may choose to require the Contractor, at his own cost, to re- engineer the non-conforming system for the purpose of bringing it into compliance with Commonwealth Enterprise Information Technology Policies, Standards and Procedures.

7.2 Clarification of Language in Section 11, Indemnification of the Commonwealth Terms and Conditions Pursuant to Section 11. Indemnification of the Commonwealth Terms and Conditions, the term “other damages” shall include, but shall not be limited to, the reasonable costs the Commonwealth incurs to repair, return, replace or seek cover (purchase of comparable substitute commodities and services) under a contract. “Other damages” shall not include damages to the Commonwealth as a result of third party claims, provided, however, that the foregoing in no way limits the Commonwealth’s right of recovery for personal injury or property damages or patent and copyright infringement under Section 11 nor the Commonwealth’s ability to join the Contractor as a third party defendant. Further, the term “other damages” shall not include, and in no event shall the Contractor be liable for, damages for the Commonwealth’s use of Contractor provided products or services, loss of Commonwealth records, or data (or other intangible property), loss of use of equipment, lost revenue, lost savings or lost profits of the Commonwealth. In no event shall “other damages” exceed the greater of $100,000, or two times the value of the product or service (as defined in the contract scope of work) that is the subject of the claim. Section 11 sets forth the Contractor’s entire liability under a contract. Nothing in this section shall limit the Commonwealth’s ability to negotiate higher limitations of liability in a particular contract, provided that any such limitation must specifically reference Section 11 of the Commonwealth Terms and Conditions. The “contract scope of work” refers to a specific engagement or purchase order under the Statewide Contract, not to the total amount expended for all goods and services under the Statewide Contract.

7.3 Executive Order 504 Information Technology System and Data Security Disclosure and Commitment Form The above-referenced form is one of the attachments included in this Bid on COMMBUYS. This form should not be completed and submitted with the Quote in response to this Bid. By signing the document electronically as provided RFR ITS58 Page 39 Document Sensitivity Level: High during development; Low once published.

under RFR Section Electronic Signatures, the Bidder agrees that if a Commonwealth Department notifies the Bidder that, for a specific engagement under the Statewide Contract resulting from this RFR, the Bidder will be a holder of or have access to personal data or personal information pursuant to MGL c. 66A, MGL c. 93H and Executive Order 504, that the Bidder will complete this Form and submit it to the Commonwealth Department.

RFR ITS58 Page 40 Document Sensitivity Level: High during development; Low once published.

8 APPENDIX 3 - INSTRUCTIONS FOR EXECUTION AND SUBMISSION OF COMMONWEALTH STANDARD FORMS (MASSACHUSETTS ONLY) The purpose of this appendix is to provide guidance to Bidders on the Commonwealth Standard forms to be submitted (in addition to the other forms and documents required) and how they must be executed and submitted. Please note that these instructions are meant to supplement the Instructions found on each of these forms. It is advisable to print this document first so that it may be referenced when filling out these forms. Some of the forms listed below can be electronically signed by the Bidder, see Electronic Signatures. However, online Bidders must, if notified of Contract award, submit the following four (4) forms on paper with original ink signatures unless otherwise specified below, within the timeframe referenced in the RFR section entitled Ink Signatures: the Commonwealth Standard Contract Form, the Commonwealth Terms and Conditions, the Request for Taxpayer Identification Number and Certification (Mass. Substitute W9 Form) and the Contractor Authorized Signatory Listing.

8.1 Commonwealth Standard Contract Form Sign electronically as described above; if notified of Contract award, complete as directed below and submit on paper with original ink signature and date. By executing this document or signing it electronically, the Bidder certifies, under the pains and penalties of perjury, that it has submitted a Quote that is the Bidder’s Offer as evidenced by the execution of its authorized signatory, and that the Quote may be subject to negotiation by the SST. Also, the terms of the Bid, the Quote and any negotiated terms shall be deemed accepted by the Operational Services Division and included as part of the Statewide Contract upon execution of this document by the State Purchasing Agent or his designee. If the Bidder does not have a Vendor Code beginning with “VC,” or does not know what their Vendor Code is, the Bidder should leave the Vendor Code field blank. The Bidder should NOT enter a Vendor Code assigned prior to May 2004, as new Vendor Codes have been assigned to all companies since that time. Signature and date MUST be handwritten in ink, and the signature must be that of one of the people authorized to execute contracts on behalf of the Contractor on the Contractor Authorized Signatory Listing (See below).

8.2 Bidders must enter the same Prompt Pay Discount on the Standard Contract Form that they have bid in the Response Form. Signature and date MUST be handwritten in ink, and the signature must be that of one of the people authorized to execute contracts on behalf of the Contractor on the Contractor Authorized Signatory Listing (See below).

8.3 Commonwealth Terms and Conditions Sign electronically as described above; if notified of Contract award, complete as directed below and submit on paper with original ink signature and date, or submit a copy of a previously executed, up-to-date copy of the form as directed below. If the Bidder has already executed and filed the Commonwealth Terms and Conditions form pursuant to another Bid or Contract, a copy of this form may be included in place of an original. If the Bidder’s name, address or Tax ID Number have changed since the Commonwealth Terms and Conditions form was executed, a new Commonwealth Terms and Conditions form is required. The Commonwealth Terms and Conditions are hereby incorporated into any Contract executed pursuant to this Bid. This form must be unconditionally signed by one of the authorized signatories (see Contractor Authorized Signatory Listing, below), and submitted without alteration. If the provisions in this document are not accepted in their entirety without modification, the entire Proposal offered in response to this Bid may be deemed non-responsive. The company’s correct legal name and legal address must appear on this form, and must be identical to the legal name and legal address on the Request for Taxpayer Identification and Certification Number (Mass. Substitute W9 Form).

8.4 Contractor Authorized Signatory Listing Sign electronically as described above; if notified of Contract award, complete as directed below and submit on paper with original ink signature and date. In the table entitled “Authorized Signatory Name” and “Title,” type the names and titles of those individuals authorized to execute contracts and other legally binding documents on behalf of the Bidder. Bidders are advised to keep this list as small as possible, as Contractors will be required to notify the Procurement Manager of any changes. If the RFR ITS58 Page 41 Document Sensitivity Level: High during development; Low once published.

person signing in the signature block on the bottom of the first page of this form will also serve as an “Authorized Signatory,” that person’s name must be included in the typed table. With regard to the next paragraph, which begins “I certify that I am the President, Chief Executive Officer, Chief Fiscal Officer, Corporate Clerk or Legal Counsel for the Contractor…,” if your organization does not have these titles, cross them out and handwrite the appropriate title above the paragraph. The signature and date must be handwritten in ink. Title, telephone, fax and email must be typed or handwritten legibly. The second page of the form (entitled “Proof of Authentication of Signature”) states that the page is optional. However, the “optional” aspect of the form is that Commonwealth Departments are not required to use it. In the case of Statewide Contracts, this page is REQUIRED, not optional. The person signing this page must be the same person signing the Standard Contract Form, the Commonwealth Terms and Conditions, and the Bid Checklist. Please note that in two places where the form says “in the presence of a notary,” this should be interpreted to mean “in the presence of a notary or corporate clerk/secretary.” Either a notary or corporate clerk/secretary can authenticate the form; only one is required. Organizations whose corporate clerks/secretaries authenticate this form are not required to obtain a Corporate Seal to complete this document.

8.5 Request for Taxpayer Identification Number and Certification (Mass. Substitute W9 Form) Sign electronically as described above; if notified of Contract award, complete as directed below and submit on paper with original ink signature and date, or submit a copy of a previously executed, up-to-date copy of the form as directed below. If a Bidder has already submitted a Mass. Substitute W9 Form and has received a valid Massachusetts Vendor Code, an original W-9 form is not required. A copy of the form as filed may be included in place of an original. If the Bidder’s name, address or Tax ID Number have changed since the Mass. Substitute W9 Form was executed, a new Mass. Substitute W9 Form is required. The information on this form will be used to record the Bidder’s legal address and where payments under a State Contract will be sent. The company’s correct legal name and legal address must appear on this form, and must be identical to the legal name and legal address on the Commonwealth Terms and Conditions. Please do not use the U.S Treasury’s version of the W9 Form.

8.6 Supplier Diversity Program (SDP) Plan Form #2 – Declaration of SDP Partners Sign electronically as described above; if awarded a Contract, complete as directed below and submit on paper with original ink signature and date. Download this form, complete, and submit by the deadline specified in the Supplier Diversity Program (SDP) requirements for this procurement, located earlier in this document. A certified Bidder may not list itself as being a Supplier Diversity Program Partner to its own company. This form is NOT the same as the SDO certification of the Bidder’s company.

8.7 Supplier Diversity Program (SDP) Plan Form #1 – SDP Plan Commitment Download this form and complete as directed; include with online submission. Ink signature is not required. The specific Supplier Diversity Program (SDP) requirements for this procurement can be found earlier in this document.

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9 APPENDIX 4 - INSTRUCTIONS FOR VENDORS RESPONDING TO BIDS ELECTRONICALLY THROUGH COMMBUYS

COMMBUYS refers to all solicitations, including but not limited to Requests for Proposals (RFP), Invitations for Bid (IFB), Requests for Response (RFR), and Requests for Quote (RFQ), as “Bids.” All responses to Bids are referred to as “Quotes.”

Steps for Bidders to Submit a Quote 1. Launch the COMMBUYS website by entering the URL (www.COMMBUYS.com) into the browser.

2. Enter Bidder login credentials and click the Login button on the COMMBUYS homepage. Bidders must be registered in COMMBUYS in order to submit a Quote. Each Vendor has a COMMBUYs Seller Administrator, who is responsible for maintaining authorized user access to COMMBUYS.

3. Upon successful login, the Vendor home page displays with the Navigation and Header Bar as well as the Control Center. The Control Center is where documents assigned to your role are easily accessed and viewed.

4. Click on the Bids tab

5. Clicking on the Bid tab opens four sections: a. Request for Revision b. Bids/Bid Amendments c. Open Bids d. Closed Bids

6. Click on the blue Open Bid hyperlinks to open and review an open bid

7. A new page opens with a message requesting that you acknowledge receipt of the bid. Click Yes to acknowledge receipt of the bid. Bidders must acknowledge receipt to receive any amendments/updates concerning this bid.

8. After acknowledgement, the bid will open.

The top left half of the page contains the following information: a. Purchaser b. Department c. Contact for this bid d. Type of purchase i. Open Market ii. Blanket e. Pre-Bid Conference details (if applicable) f. Ship-to and Bill-to addresses g. Any attachments to the bid, which may include essential bid terms, response forms, etc.

The top right half of the bid includes the following information: a. Bid Date b. Required Date c. Bid Opening Date – date the bid closes and no further quotes will be accepted d. Informal Bid Flag e. Date goods/services are required

9. The lower half of the page provides information about the specific goods/services the bid is requesting.

10. Click Create Quote to begin.

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11. The General tab for a new quote opens. This page is populated with some information from the bid. Fields available to update include: a. Delivery days b. Shipping terms c. Ship via terms d. Is “no” bid – select if you will not be submitting a quote for this bid e. Promised Date f. Info Contact g. Comments h. Discount Percent i. Freight Terms j. Payment Terms

It is important to note that the bid documents (RFR and attachments) may specify some or all of these terms and may prohibit you from altering these terms in your response. Read the bid documents carefully and fill in only those items that are applicable to the bid to which you are responding. Update these fields as applicable to the bid and click Save & Continue to save any changes and create a Quote Number.

12. The page refreshes and messages display. Any message in Red is an error and must be resolved before the quote can be submitted. Any message in Yellow is only a warning and will allow processing to continue.

13. Click the Items tab. The Items tab displays information about the items requested in the bid. To view additional details about an item, click the item number (blue hyperlink) to open.

14. The item opens. Input all of your quote information and click Save & Exit.

15. Click on the Attachments Tab. Follow the prompts to upload and name all required attachments and forms and bid response documents in accordance with the instructions contained in the solicitation or bid documents. After uploading each individual file or form, click Save & Continue. After you have uploaded all required documents click Save & Exit. Be sure to review your attachments to make sure each required document has been submitted.

16. Click on the Terms & Conditions Tab. This tab refers to the terms and conditions that apply to this bid. The terms and conditions must be accepted before your quote can be submitted. If your acceptance is subject to any exceptions, those exceptions must be identified here. Exceptions cannot contradict the requirements of the RFR, or required Commonwealth standard forms and attachments for the bid. For instance, an RFR may specify that exceptions may or will result in disqualification of your bid.

17. Click the Summary tab. Review the information and update/correct, as needed. If the information is correct, click the Submit Quote button at the bottom of the page.

18. A popup window displays asking for verification that you wish to submit your quote. Click OK to submit the quote.

19. The Summary tab redisplays with an updated Status for the quote of Submitted.

20. Your quote submission is confirmed only when you receive a confirmation email from COMMBUYS. If you have submitted a quote and have not received an email confirmation, please contact the COMMBUYS Help Desk at [email protected].

If you wish to revise or delete a quote after submission, you may do so in COMMBUYS: (1) for a formal bid, prior to the bid opening date, or (2) for an informal bid (which may be viewed upon receipt), prior to the opening of your quote by the issuing entity or the bid opening date, whichever is earlier. Bidders may not submit multiple Quotes in response to a Bid unless the Bid authorizes multiple Quote submissions. If you submit multiple quotes in response to a bid that does not allow multiple quotes, only the latest submission prior to the bid opening date will be evaluated.

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10 APPENDIX 5 – LETTER FOR SUBMISSION WITH SOFTWARE PUBLISHER QUOTES

[Official Company Letterhead]

[Date] [Issuer Name] [Issuer Address]

Dear Mr./Ms. [Issuer Last Name]: This letter affirms that our company has formally engaged with [Software Publisher Company Name] under the terms and conditions of Statewide Contract ITS58 Software Resellers for the purpose of responding to [RFQ Number and Title].

Our company has provided [Software Publisher Company Name] a pricing quote for [Product Name] in conformance with the terms and conditions of ITS58 for submission as part of their response to this RFQ. Our company hereby affirms its willingness to sign a three way agreement consistent with the requirements of ITS58 in conjunction with providing the software and services as proposed in [Software Publisher Company Name]’s bid.

Thank you,

Name Title Authorized ITS58 Software Reseller Company Name

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11 APPENDIX 6 – SOFTWARE PUBLISHERS USED IN CALENDAR YEAR 2014 1E 2BRIGHTSPARKS 4D, INC. 4N6XPRT SYSTEMS AASHTOWARE ABBYY SOFTWARE HOUSE ABILITY NETWORK ABSOLUTE SOFTWARE ABT ASSOCIATES INC. ACCELA, INC. ACCELL ACCELLION ACCESS DATA ACCUITY ACCUVANT ACISS SYSTEMS, INC. ACL SERVICES LTD ACRONIS SOFTWARE ACT ACTIVECRYPT SOFTWARE ACTIVEPDF ACTUATE ADEPT SCIENTIFIC ADF SOLUTIONS, INC. ADMIN ARSENAL ADOBE ADREM SOFTWARE ADTRAN ADVANSYS PTY LIMITED ADVANTAGE AGATE SOFTWARE AI SQUARED AIRWATCH ALGOSEC ALLEGRO CONSULTANTS INC ALLEN SYSTEMS GROUP ALLIANCE ENTERPRISES ALLOY SOFTWARE ALLROUND AUTOMATIONS ALQIMI ANALYTICS & INTELLIGENC ALTERNATIVE TECHNOLOGIES ALTOVA ALTSOFT AMERICAN DIGITAL CARTOGRAPHY RFR ITS58 Page 46 Document Sensitivity Level: High during development; Low once published.

AMREIN ENGINEERING ANALYSE-IT SOFTWARE ANIXIS ANSI AP UNIX AP.ORG APPFLUENT TECHNOLOGY, INC. APPLICURE TECHNOLOGIES APPLIED IMAGERY APPSENSE TECHNOLOGIES APX AQUATIC INFORMATICS AQUAVEO ARGSOFT GROUP LLC ARIETT ARSENAULT ASSOCIATES ARTICULATE GLOBAL ARVATO SERVICES ASAP SOFTWARE ASAP UTILITIES ASG SOFTWARE SOLUTIONS ASPOSE ASSET SYSTEMS, INC. ATLASSIAN ATTACHMATE ATTUNITY AUTODESK AUTONOMY AVANGATE AVENZA SYSTEMS AVIANCO AVIVA SOLUTIONS AVOCENT AXIOM MEMORY SOLUTIONS AXIS GROUP, LLC AXWAY AZTEC SOFTWARE BALSAMIQ STUDIOS BAR CONTROL BARRACUDA NETWORKS BAT BLUE NETWORK BEEBOLE BELKIN BELLWETHER SOFTWARE

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BEM SYSTEMS BEYOND 20/20 INC BIG BANG LLC BIGFOOT NETWORKS BINARY TECH SYSTEMS INC. BISCOM BITVISE BLACKBERRY / RESEARCH IN MOTIO BLACKBOARD CONNECT INC BLATANT MEDIA CORPORATION BLENHEIM SOFTWARE INT BLUE COAT SYSTEMS BLUE ELM BLUECAT NETWORKS BLUEWOLF BMC BOARDVANTAGE BOMGAR BOTTOMLINE TECHNOLOGIES BOX BRADMARK BRIGHTWORK BROWSERSTACK BTB SOFTWARE BUFFALO TECHNOLOGY BUSINESS OBJECTS C2G CA TECHNOLOGIES CAC AMERICA CALIPER CORPORATION CAMBIUM TECHNOLGIES CAMBRIDGE SOFTWARE CANON CARD DATA SYSTEMS CARLSON SOFTWARE CARTEGRAPH SYSTEMS CASI SOFTWARE CASSIDIAN CBT NUGGETS CD LIGHT LLC CELLEBRITE USA CORP CENTRIFUGE SYSTEMS CENTRIFY CENTRIS GROUP LLC

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CERBERUS CHANNEL SOLUTIONS CHECK POINT SOFTWARE TECHNOLOG CHEVIN CHICAGO SOFT LTD. CHILKAT SOFTWARE CI TECHNOLOGIES, INC CIPHER PROFESSIONAL SVCS CIRCLE SOFTWARE, INC. CISCO SYSTEMS CISCO WEBEX CITILOG CITIZEN OBSERVER CITRIX CLEARSWIFT CODETWO COGIX COGNIVIEW SYSTEMS LTD COLLABNET COLLECTIVE DATA SOFTWARE COMMUNITYTECH COMMVAULT SYSTEMS COMPLIANCE INFORMATION SYSTEMS COMPONENTONE COMPUTER ASSOCIATES COMPUTER SQUARE, INC. COMPUWARE CONDUSIV TECHNOLOGIES CONGA CONNECTEDBITS CONSTANT CONTACT CONTENT ARCHIVING SOLUTIONS CONTENTWATCH CONTOUR INNOVATIONS CONTRONEX, INC. COPPERFASTEN TECHNOLOGIES COREL CORNERSTONE APPLICATIONS CORTADO COVEO CP TECHNOLOGIES CRASH DATA GROUP CRASH SAFETY SOLUTIONS, LLC CRAWFORD TECHNOLOGIES USA

RFR ITS58 Page 49 Document Sensitivity Level: High during development; Low once published.

CRIMENTEL CROSSFLO SYSTEMS, INC. CROSSTEC CRUCIAL CSDC SYSTEMS CYA TECHNOLOGIES INC CYBER-ARC CYBERGENETICS CYBERTECH CYMA SYSTEMS DATA 21 DATAMATION DATAMOTION DATATECH SMARTSOFT, INC. DATAWATCH DATAZOA DBSCHEMA DCSI DEAN EVANS AND ASSOCIATES DECISION SUPPORT INC DEIGHTON DELL DELL QUEST DELL SOFTWARE DELPHI TECHNOLOGY SOLUTIONS DETICA SOLUTIONS, INC. DEVELOPER EXPRESS DEVOLUTIONS DIGITALFUTURE DIGITALGLOBE DIGITALPERSONA, INC. DINCLOUD, INC D-LINK SYSTEMS DLT DN-COMPUTING DOCUMENT CONVERSION ASSOCIATES DOCUMENT MANAGEMENT SOLUTIONS DOUBLE-TAKE SOFTWARE DOVESTONES SOFTWARE LTD DR-DAS DTSEARCH DUNDAS SOFTWARE DUXBURY SYSTEMS DYNAMIC INFORMATION SYSTEMS

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DYNAMSOFT DYNTEK EARTH NETWORKS EASYLOBBY ECHOSIGN EDMENTUM EGAIN ELCOMSOFT ELIXIR TECHNOLOGIES CORP ELTIMA SOFTWARE EMARKETING SOLUTIONS EMBARCADERO TECHNOLOGIES EMC EMCO SOFTWARE EMERGENCY COMMUNICATIONS NETW EMERGENCY COMMUNICATIONS NETWO EMSCHARTS ENCRYPTOMATIC, LLC. ENFOCUS SOFTWARE ENFORSYS POLICE SYSTEMS, INC. ENGINEERING DYNAMICS CORPORATION ENVISN E-ON SOFTWARE, INC. EOS SYSTEMS EPSON ERICOM SOFTWARE INC ESET ESHA RESEARCH ESI ACQUISITION ESKER SOFTWARE ESPO SYSTEMS ESRI ESSENTION GROUP EVERBRIDGE EVERMAP COMPANY EXAGRID SYSTEMS EXECUTIVE INFORMATION SYSTEMS EXPERIAN QAS EXPRESS SOFTWARE MANAGER EXTENSIS EYEMETRIC IDENTITY SYSTEMS F5 NETWORKS FARONICS FASTSTONE SOFT

RFR ITS58 Page 51 Document Sensitivity Level: High during development; Low once published.

FEEDBACKIFY FETCH SOFTWORKS FIBERLINK COMMUNICATIONS FILEMAKER FITZLONG FLEXERA SOFTWARE FLIP BUILDER FLIPB FLYCAST FOG CREEK SOFTWARE FOLIO ASSOCIATES FOLLETT SOFTWARE COMPANY FORENSICSOFT FORGEROCK FORMSTACK FOUR WINDS INTERACTIVE FOXIT SOFTWARE FREEDOM SCIENTIFIC FRESHDESK FRONTLINE TECHONOLGIES FTPSHELL FULCRUM DESIGN LLC GALIGEO GARMIN GENERAL CODE GENILOGIX GENTLEWARE GENUITEC GEOLYTICS, INC. GEORGIA TECH RESEARCH GEOTRUST GEOWISE GETTY IMAGES GFI SOFTWARE GIS SERVICES GLOBAL KNOWLEDGE GLOBAL TECHNOLOGY SOLUTIONS GLOBALCERTS LC GLOBALSCAPE GLOBALSCHOLAR GLOBANET GLOBO MOBILE TECHNOLOGIES GNOSTICE INFORMATION TECHNOLOGIES GOOD DONE GREAT LLC

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GOOGLE GOVDELIVERY GOVERNMENTJOBS.COM GRAVIC INC GREAT BAY SOFTWARE, INC GROUPLINK GT SOFTWARE, INC. GUIDANCE SOFTWARE GWAVA HABITECH HAPPY SOFTWARE, INC. HAWKEYEGS HDS HELIOS SOFTWARE SOLUTIONS HELPSTAR HEMOCO HEROIX HEWLETT PACKARD HID GLOBAL HINTTECH HIPLINK HITACHI ID SYSTEMS INC HONEYWELL HOTDOCS HUDDLE HUMAN CONCEPTS HYDROCAD SOFTWARE SOLUTIONS HYDRONIA HYDROSOLVE, INC. HYLAND SOFTWARE IBM ICRA SAPPHIRE INC IDERA IDM COMPUTER SOLUTIONS IDMS IDSI INTERNATIONAL ILG STUDIOS IMAGE ACCESS IMPRIVATA, INC. IMSI/DESIGN INDENTTRUST INFINITE SKILLS INFOGIX INFORMATICA

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INFORMATION BUILDERS INFORMATION MANAGEMENT*USE TRITECH 9112* INFORMATIVE GRAPHICS CORP INFRAGISTICS INGRES INNOTAS INNOVATION DATA PROCESSING INSPERITY INTEGRATED SOFTWARE DESIGN INTEL INTELLIGOV SOFTWARE INC INTERBIT INTERFACEWARE INTERGRAPH INTERNATIONAL TECHNICAL COMMUNICATIONS, INC. INTERPRO SOLUTIONS INTERWOVEN INTOCAREERS/UNIV OF OREGON INTUIT INTUITIVE CONTROL SYSTEMS INVESTINTECH IPCELERATE IPSWITCH IQM2 IRBNET IRIS IRISE IRON SPEED ISCS ROSEWILL ISIGHT ISUPPORT SOFTWARE ITHAKA JAM SOFTWARE JAMF SOFTWARE JASPERSOFT JAWS JESS SOFTWARE JETBRAINS JGSOFT JNITH INC DBA RPR WYATT, INC JOLLY GIANT SOFTWARE JSCAPE JSPELL JUNIPER NETWORKS RFR ITS58 Page 54 Document Sensitivity Level: High during development; Low once published.

K LOGIX, LLC K12 INSIGHT KANGURU SOLUTIONS KARAOKEWARE KASPERSKY LABS KATANA FORENSICS KEMP TECHNOLOGIES KENBAR SOLUTIONS KENEXA KET KILLER TRACKS KINGSTON TECHNOLOGY KMSYS WORLDWIDE, INC. KNOWLEDGE LAKE KODAK KOFAX INC KORTERRA KRONOS KVISOFT LAB TECH SOFTWARE LABORSOFT LAKESIDE SOFTWARE LANAPSOFT LANDESK SOFTWARE LANSWEEPER LAPLINK SOFTWARE LASERFICHE LAWSOFT LEARNNOW LLC. LENOVO LEVI, RAY, & SHOUP, INC. LEXAR LEXISNEXIS LIBERA INC LIGHTHOUSE LAND SURVEYING LLC LIGHTNING TOOLS LINKSPOINT LITERACY PRO LOCKHEED MARTIN LOCKHEED MARTIN DESKTOP SOL LOGI ANALYTICS INC. LOGI XML LOGIN VSI INC LOGMEIN, INC.

RFR ITS58 Page 55 Document Sensitivity Level: High during development; Low once published.

LSOFT TECHNOLOGIES LUMENSION SECURITY LURATECH LYNDA.COM LYRIS MACROVIEW, INC. MAGNET FORENSICS MALWAREBYTES MANAGE ENGINE MANAGER TOOLS MATRIX LOGIC CORPORATION MAXMIND MAXPOWERSOFT MAZDA COMPUTER CORPORATION MB3 INC MCAFEE MELISSA DATA CORP MERAKI, INC. MESSAGESOLUTION METIRI GROUP MICRO FOCUS MICROBURST TECHNOLOGIES MICRODESK MICROSOFT MICROSOFT EASY MIDWESTERN SOFTWARE SOLUTIONS MILLET SOFTWARE MINDJET MINITAB MIOVISION MIRABYTE GMBH & CO MKS A PTC COMPANY MOAB TRAINING INTERNATIONAL, INC. MONITIS.COM MOTIO, INC. MOTOROLA MOYEA SOFTWARE MS GOVERN MSS SOFTWARE MTS SYSTEMS CORPORATION MULTI-TECH SYSTEMS MY LEARNING PLAN MYARCH, INC. MYSENIORCENTER

RFR ITS58 Page 56 Document Sensitivity Level: High during development; Low once published.

MYTOPO NAGIOS NASUNI NASWA NATIONAL CHARTER SCHOOLS INSTITUTE NAVEX GLOBAL NCC GROUP INC NEOGOV NEOTYS NERO NETBRAIN TECH NETIQ NETMANAGE NETSCOUT SYSTEMS NETSMARTZ NETSUPPORT INC NETWORK GENERAL NETWORK SOLUTIONS NETX, INC. NEVERFAIL INC. NEW HORIZONS NEW JERSEY BUSINESS SYSTEMS, INC. NEWERA SOFTWARE NEXIC, INC. NEXTLEVEL SOFTWARE NICELABEL NINTEX NITRO PDF NNT NOTIFY TECHNOLOGY USE GLOBO F757 NOVA DEVELOPMENT NOVELL NOVER ENGELSTEIN & ASSOCIATES, INC. NTP SOFTWARE NTT DATA NUANCE COMMUNICATIONS NUIX NUMARA SOFTWARE OCI SOFTWARE OCULUS OLYMPUS OMATIC OMEGA GROUP ONBASE

RFR ITS58 Page 57 Document Sensitivity Level: High during development; Low once published.

ONELOGIN, INC. ONPOINT TECHNOLOGIES ONSCENE SOLUTIONS OPEN TEXT OPEN TEXT CORPORATION OPENDNS OPT TECH OPTIMAL WORKSHOP OPTUM GOVERNMENT SOLUTIONS OPTUMINSIGHT ORACLE ORATOR PLUS ORCHARD SOFTWARE ORION HEALTH OSAM, INC. PAESSLER SOFTWARE SOLUTIONS PANTHER INTERNATIONAL LLC PARABEN CORPORATION PARAGON SOFTWARE PARALLELS PARALLELS INC PARASOFT CORP PARKER SOFTWARE LIMITED UK PDF FORGE PEEK PEERNET PEN-LINK PEOPLEFLUENT PERISCOPE HOLDING COMPANY PERKINELMER PERKINELMER HEALTH SCIENCES, I PERTECH PHONETREE PICTOMETRY PITNEY BOWES PITSS AMERICA LLC PJ TECHNOLOGIES PLASQ PLATO SOFTWARE PLIXER INTERNATIONAL PLURALSIGHT POLYCOM POWER ADMIN PRIME FACTORS

RFR ITS58 Page 58 Document Sensitivity Level: High during development; Low once published.

PRIORITY5 PRODATA COMPUTER SERVICES PROEST PROFOUND LOGIC SOFTWARE PROGRESS SOFTWARE PROJECTMANAGER.COM PROMIUM PROOFPOINT PROTECH PROFESSIONAL TECHNICAL SERVICES, INC. PTC PUPPET LABS INC. QAS LTD QOPPA SOFTWARE QUALTRICS QUALYS INC QUARK QUEST DIAGNOSTICS QUEST SOFTWARE QUESTICA R. L. POLK & CO R.M. WILSON CONSULTING RACKWISE INC RAND MCNALLY & COMPANY RAPID TECHNOLOGIES RAPID7 RAPID-I,INC. RAPIDMINER INC RARITAN COMPUTER RAVE MOBILE SAFETY READSOFT REALTIMESOFT REALVNC LTD RED GATE SOFTWARE RED HAT REDIX REFLEX SECURITY REINVENT DATA REMI REMOTE-LEARNER REPLIWEB, INC. RESEARCH DATAWARE RESEARCH IN MOTION RETHINK AUTISM ROCKET SOFTWARE RFR ITS58 Page 59 Document Sensitivity Level: High during development; Low once published.

ROCKET SOFTWARE, INC. ROCKWARE ROLTA INTERNATIONAL INC. RPR WYATT RS2 TECHNOLOGIES RSA SECURITY RSH SOFTWARE RSMEANS R-TOOLS TECHNOLOGY RUTTER NETWORKING SAGE SALESFORCE SANS INSTITUTE SAP SAP BUSINESSOBJECTS SAPIEN TECHNOLOGIES SAS INSTITUTE INC SCALABLE SOFTWARE SCALEOUT SOFTWARE SCERIS SCHNEIDER ELECTRIC SCOOTER SOFTWARE SDL SECURE BY DESIGN SECURITYMETRICS, INC SERENA SOFTWARE SHAVLIK TECHNOLOGIES SHI INTERNATIONAL CORP SHUTTERSTOCK SIGHTLINE SYSTEMS SIGN CAD SILECT SOFTWARE SKC SKETCHUP SLING MEDIA SMARTBEAR SOFTWARE SMARTDRAW.COM SMEAD MANUFACTURING SOFTINTERFACE SOFTLAND SOFTRIGHT SOFTWARE FX SOFTWARE TECHNOLOGY GROUP SOFTWARE995

RFR ITS58 Page 60 Document Sensitivity Level: High during development; Low once published.

SOLARWINDS SOLID DOCUMENTS LIMITED SONATYPE SOPHOS INC SOUTH RIVER TECHNOLOGIES SPECOPS SOFTWARE SPIGIT SPLUNK SPOON.NET SPOT IMAGING SOLUTIONS SQL MANAGER.NET STARTECH.COM STATA CORP LP STATSOFT STELLAR INFORMATION SYSTEMS STORAGE SYSTEMS USA INC. STORIX STR GRANTS LLC SUGARCRM SUMTOTAL SYSTEMS SUNRISE SYSTEMS SURESYNC SURVEY MONKEY SURVEYGIZMO SUSTEEN SWIFT EDUCATION SYSTEMS INC. SWIFT SOFTWARE SWIFTPAGE ACT LLC SYAM SOFTWARE SYBASE SYMANTEC SYMANTEC-THAWTE SYMANTEC-VERISIGN SYMPREX SYNCRO SOFT SYNCSORT INC SYSAID TECHNOLOGIES SYSOP TOOLS SYSTEM INNOVATORS SYSTEMTOOLS SYSTEMTOOLS SOFTWARE, INC. SYSTOOLS SOFTWARE SYSTWEAK TAB PRODUCTS

RFR ITS58 Page 61 Document Sensitivity Level: High during development; Low once published.

TABLEAU SOFTWARE TANUKI TEACHING STRATEGIES TEAMIMPROVER.COM LTD TEAMVIEWER GMBH TECHSMITH TELERIK TENABLE NETWORK SECURITY TEXTPOWER THAWTE THE RESUMATOR THE WARREN GROUP, INC THREATGUARD THURSBY SOFTWARE SYSTEMS TIBURON TOAD SOFTWARE TOMTOM TORQ SOFTWARE TRACKER SOFTWARE TRANSCENTRA TRANSCRIPTIONGEAR.COM TRANSDYN TRANSOFT SOLUTIONS TREASURY SOFTWARE TREEHOUSE SOFTWARE, INC. TREESIZE TREND MICRO TRIBAND TRIMBLE NAVIGATION TRIPP LITE TRITECH FORENSICS TRITECH SOFTWARE SYSTEMS TRI-TECH USA TRIVANTIS TROMIK TECHNOLOGY CORP. TRUSTWAVE HOLDINGS TYLER TECHNOLOGIES UNIVERSAL IMAGING UTILITY US POSTAL SERVICE AIS PRODUCTS USABLENET, INC. VADAR SYSTEMS VANDYKE SOFTWARE VARONIS SYSTEMS VEEAM SOFTWARE

RFR ITS58 Page 62 Document Sensitivity Level: High during development; Low once published.

VELSOFT COURSEWARE VERAMARK TECHNOLOGIES INC VERDIEM CORPORATION VERINT VERISIGN VERISK HEALTH VIRTO SOFTWARE VIRTUAL DYNAMIX VIRTUAL HOLD TECHNOLOGY, LLC. VISION SOLUTIONS VISIONWARE VISUAL CLICK VISUAL COMPUTER SOLUTIONS, INC VISUAL SOFTWARE VISUAL SVN SOFTWARE VISUALIZATION SCIENCES GROUP, VMTURBO VMWARE VOCATIONAL RESEARCH INSTITUTE VOVICI WASHINGTON PUBLISHING COMPANY WATCHGUARD TECHNOLOGIES WATERFORD TECHNOLOGIES INC WEBSENSE WEBTRENDS WHAT COUNTS WHIPTAIL TECH WILLIAM DATA SYSTEMS WILSON WINDOWWARE WIN2PDF WINDSTREAM WINZIP COMPUTING WOLTERS KLUWER WP ENGINE, LLC WRIKE INC WYDOT BRIDGE PROGRAM XAMARAIN XASSETS LLC XEROX XLINESOFT XSTREAM SOFTWARE XTIVIA INC X-WAYS ZEROTURNAROUND

RFR ITS58 Page 63 Document Sensitivity Level: High during development; Low once published.

ZOHO CORPORATION ZOOMTEXT

RFR ITS58 Page 64 Document Sensitivity Level: High during development; Low once published.

12 GLOSSARY In addition to the definitions found in 801 CMR 21.00, which apply to all procurements for goods and services, the definitions found below apply to this Solicitation. Those definitions below designated with an asterisk (“*”) are quoted directly from 801 CMR 21.00 and are included below for quick reference purposes.

Agency - For the purposes of this Solicitation, the terms “Agency,” “Eligible Entity,” “Department,” “Commonwealth Agency,” and “Contracting Department” include all Eligible Entities listed in the RFR for this Solicitation.

Bid – While a bid may generally refer to an offer or response submitted in response to a Solicitation or Request for Response (RFR), in COMMBUYS, a “bid” refers to the solicitation, RFR or procurement.

Bidder * - An individual or organization proposing to enter into a Contract to provide a Commodity or Service, or both, to or for a Department or the State.

Contract * - A legally enforceable agreement between a Contractor and a Department. ANF, OSD and CTR shall jointly issue Commonwealth Terms and Conditions, a Standard Contract Form and other forms or documentation that Departments shall use to document the Procurement of Commodities or Services, or both.

Contracting Department - Any Eligible Entity that enters into an engagement under ITS58, or that seeks to do so. A list of Eligible Entities is found in RFR Section 1.4. Contractor * - An individual or organization which enters into a Contract with a Department or the State to provide Commodities or Services, or both. [Note: this is the definition from 801 CMR 21. Under ITS58, “individuals” may not enter into Contracts with Departments or the Commonwealth. The term “Contractor” as used in this RFR is equivalent to the term “ITS58 Contractor” or “Software Reseller.”]

Contractor Contract Manager – The individual designated by the Contractor to interface with the Commonwealth. Department - For the purposes of this Solicitation, the terms “Department,” “Eligible Entity,” “Agency,” “Commonwealth Agency,” and “Contracting Department” include all Eligible Entities listed RFR Section 1.4.

Eligible Entity - For the purposes of this Solicitation, the terms “Eligible Entity,” “Agency,” “Department,” “Commonwealth Agency,” and “Contracting Department” include all Eligible Entities listed in Section 1.4 of this RFR.

Environmentally Preferable Product (EPP) - A product or service that has a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. Such products or services may include, but are not limited to, those which contain recycled content, minimize waste, conserve energy or water, and reduce the amount of toxic materials either disposed of or consumed.

Evaluation – The process, conducted by the SST, of reviewing, scoring and ranking the submitted bids/Responses related to this Solicitation.

FY – See Fiscal Year Fiscal Year - The year beginning with July first and ending with the following June thirtieth as defined in M.G.L. Chapter 4, Section 7. This may also be referred to as the "State Fiscal Year.”

Gross Annual Income – As used in this RFR, gross annual income is equivalent to gross annual revenue, that is, cash or cash equivalents earned during the annual period WITHOUT deducting expenses.

Infrastructure as a Service (IaaS) - Infrastructure-as-a-Service (IaaS) as used in this document is defined as the capability provided to the consumer to provision processing, storage, networks and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed applications and possibly limited control of select networking components (e.g., host firewalls).

ITS58 – Unless otherwise specified, ITS58 (this procurement and the resulting Statewide Contract). ITS58 Contractor – A company that has been awarded a Statewide Contract under ITS58. M.G.L. – Massachusetts General Laws

RFR ITS58 Page 65 Document Sensitivity Level: High during development; Low once published.

Platform as a Service (PaaS) - Platform-as-a-Service (PaaS) as used in this document is defined as the capability provided to the consumer to deploy onto the cloud infrastructure consumer-created or acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services and tools from other sources. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems or storage, but has control over the deployed applications and possibly application hosting environment configurations.

Purchasing Entity – Same as “Eligible Entity.” Quote or Response - generally refers to the offer submitted in response to a Bid or Request for Response (RFR). Request for Response (RFR) * – The mechanism used to communicate Procurement specifications and to request Quotes from potential Bidders. An RFR may also be referred to as a "Bid” or “Solicitation.”

Response – The Bidder’s complete submission (or “Quote” as referenced in COMMBUYS) in response to a Solicitation, in other words, a “Bid” or “Proposal.”

RFR * – The mechanism used to communicate Procurement specifications and to request Quotes from potential Bidders. An RFR may also be referred to as a "Bid” or “Solicitation.”

Solicitation – See “Request for Response (RFR). Software as a Service (SaaS) - Software-as-a-Service (SaaS) as used in this document is defined as the capability provided to the consumer to use the provider’s applications running on a cloud infrastructure. The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web-based email) or a program interface. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems, storage or even individual application capabilities, with the possible exception of limited user-specific application configuration settings.

Software Reseller – When capitalized, identical to “ITS58 Contractor” and Contractor (see above), except as otherwise implied by context (i.e., “ITS42 Software Reseller Contract”).

SSSL – See Strategic Sourcing Services Lead. SST – See Strategic Sourcing Team (formerly PMT, Procurement Management Team) State Contract Manager – For Massachusetts, the Strategic Sourcing Services Lead. New Jersey, Rhode Island and Vermont will each designate a State Contract Manager for their respective Contracts prior to the execution of each such Contract.

States – Massachusetts, New Jersey, Rhode Island, and Vermont, unless otherwise specified. Strategic Sourcing Services Lead (SSSL) - Strategic Sourcing Services Lead or Procurement Manager is the OSD’s State Contract Manager responsible for the Solicitation and resulting Statewide Contract (Formerly known as “Procurement Team Leader” [PTL]).

Strategic Sourcing Team (SST) - Representatives from various Eligible Entities and interested stakeholders that design procurements, develop specifications, conduct Solicitations, evaluate responses to Bids and award Statewide or Department Contracts. The SST also monitors Contractor performance through performance measures and the level of customer satisfaction throughout the life of the Contract. In some agencies, SSTs are referred to as “Procurement Management Teams (PMT).”

RFR ITS58 Page 66 Document Sensitivity Level: High during development; Low once published.

RFR Checklist: Software Reseller See RFR for details on the requirements for each submission and where the referenced forms can be found. Please do not check items below which are not included in your proposal. See Notes under “Required for” column.

Check Required and optional submissions File Type Description and File Name* 1. Completed Bidder Response Form Must not be MS Word (.doc) ITS58_ResponseForm_CompanyName password protected. 2. Documentation of Tier 1 Software Publisher Combine into single ITS58_SoftPubs_CompanyName relationships (RFR Section 3.1.2) file, .pdf or .gif 3. Open Ratings / Dun & Bradstreet Supplier As supplied by ITS58_SQR_CompanyName Qualifier Report or Supplier Analysis Report (see D&B RFR section 3.1.4) 4. Open Ratings / Dun & Bradstreet Past As supplied by ITS58_PPE_CompanyName Performance Evaluation (see RFR section 3.1.4) D&B 5. Supplier Diversity Program (SDP) Plan Form # 1 MS Word (.doc) ITS58_SDP_CompanyName (see RFR Section 3.4) 6. Bidder’s Price Sheet (see RFR Section 3.3). Must MS Excel (.xls) ITS58_PriceSheet_CompanyName not be password protected. 7. Scanned copy of completed and signed State of .pdf or .gif ITS58_RI_TaxpayerID_CompanyName Rhode Island Payer’s Request for Taxpayer Identification Number and Certification (see RFR Section 5.11.3) 8. Scanned copy of completed and signed RIVIP .pdf or .gif ITS58_RI_CertCover_CompanyName Certification Cover Form for the State of RI (see RFR Section 5.11.3) 9. Scanned copy of completed and signed Certificate .pdf or .gif ITS58_VT_CertCompliance_ of Compliance (see RFR Section 5.11.4) CompanyName 10. Scanned copy of completed and signed Offshore .pdf or .gif ITS58_VT_Outsource_CompanyName Outsourcing Questionnaire (see RFR Section 5.11.3) *Substitute the Bidder’s company name, abbreviated if necessary, for the words “CompanyName” in the filename. Do not include apostrophes, spaces or any characters other than letters, periods, and underscores in the filename.

Bidders must be prepared to submit signed originals of the MA Standard Contract Form, the MA Commonwealth Terms and Conditions, the MA Request for Taxpayer Identification Number and Certification (Massachusetts Substitute W-9 Form, NOT the IRS Version), the MA Contractor Authorized Signatory Listing, State of Rhode Island Payer’s Request for Taxpayer Identification Number and Certification (RI), RIVIP Certification Cover Form for the State of RI (RI), Certificate of Compliance (VT), Offshore Outsourcing Questionnaire (VT), and Town and School Questionnaire (VT) within ten (10) business days of notice that they have been selected for contract award.

I hereby certify that I have read the “ITS58 Software Reseller” RFR and all documents referenced therein, that this proposal is in compliance with all mandatory requirements, and that all RFR specifications requiring the Bidder’s agreement, and/or the Contractor’s actions if awarded a Contract, will be met. I understand the reporting requirements and penalties and acknowledge that reports must be submitted on time regardless of whether my company receives a reminder to do so. I understand the requirement to meet my company’s Supplier Diversity Plan commitment.

I am an authorized signatory of the company, and I have read and agreed with the above terms. Name: Max W. Reed Title: Vice President Program Management, CDW Government LLC

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Please note: Answers to all questions below are MANDATORY unless otherwise noted. Questions are list in the order in which they appear in the RFR specifications. For a full description of the requirements, Bidders must refer to the referenced RFR sections.

1. Years of Software Reseller Experience (RFR Section 3.1.1) Indicate the number of years the Bidder’s company has been in business as a Software Reseller as of the issuance date of this RFR, under either: • its present tax identification number, or • a tax identification number that was changed ONLY to reflect a change in the Bidder’s organization and did not involve other business entities, such as a corporation which changed its status to an LLC. Select response from this dropdown box: 5 or more years If the answer to the above is fewer than 5 years in business, and the Bidder acquired or was acquired by or otherwise combined with another organization within the past 5 years, please provide an explanation of the circumstances that is detailed enough to enable the SST to determine the years of software reseller experience of the merged organization. Indicate the number of years the Bidder, including merged entities, has been in business as a Software Reseller as of the issuance date of this RFR. Select response from this dropdown box: Fewer than 2 full years Bidder’s explanation of mergers or acquisitions:

Note: The Bidder or Bidder including merged entities must have been in business as a Software Reseller for at least two years as of the issuance date of this RFR.

2. Software Publishers (RFR Section 3.1.2) Provide the following information for each Software Publisher listed below.

ADOBE a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

b. Provide a description of the partnership level describing where it falls relative to the top partnership level for that Software Publisher (for example, is “Gold” the highest level, or does is fall beneath “Platinum”?). If it is a partnership for a specific line of products/services as opposed to all of the Software Publisher’s products / services, explain. If the Bidder holds multiple partnership levels, describe:

CDW•G is a Platinum Adobe Channel Partner, the highest level within the Adobe channel partner community.

CDW•G is authorized in the following: Adobe North American License Center (ALC) Program, which includes authorization for Adobe’s Cumulative Licensing Program (CLP) in all customer segments, Adobe Enterprise Agreement 2 (EA2) for Commercial and Government segments, and FLP License Programs for all Adobe Desktop Software Products and Adobe LiveCycle Products.

Additionally, CDW is an authorized reseller for shrink-wrap product in the Commercial, Government, and Education markets. We are also authorized in these markets to resell Adobe's Transactional Licensing Program (TLP) and their Forms License Program (FLP), which includes Captivate and Connect.

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CDW•G is one among only a handful of North American Adobe channel partners fully authorized as an Adobe Licensing Center (ALC), able to sell virtually all Adobe products and licensing programs. CDW been named Adobe’s largest and most successful reseller partner since 2001. CDW was named Adobe’s Partner of the Year 2011, 2013 and 2014. We are currently the number one partner in the world for Adobe Creative Cloud for teams, Adobe’s Number One ALC License Program Partner, and Adobe's Top-Selling LAR Partner.

c. Provide the number of current Software Reseller employees holding individual certifications / competencies issued by the Software Publisher, including the title of the certification / competency and a brief description. Bidders should not include copies of the certifications with their bids, but may be asked to submit copies at a later stage in the RFR process. If the number of types of different certifications / competencies exceeds 10, include as a separate attachment. Certification / competency title Brief description (if not apparent from No. certification / competency title) employees Adobe Acrobat Sales Certification 31

Adobe Channel Sales Certified Master 3

Adobe Acrobat X Certified Sales Professional 88

Adobe Acrobat XI Certified Sales Professional 233

Adobe Creative Suite 5 Certified Sales 76 Professional

Adobe Creative Suite 6 Certified Sales 186 Professional

Certified Sales Professional Adobe eLearning 2

Adobe Certified Sales Professional Education 13 Sales

Adobe Certified Sales Professional Volume 160 Licensing

Adobe Advanced Sales 1

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs: All CDW sales coworkers are able to sell the Education products if the customer qualifies, which include K12, HiEd, Non Profit, or by exception from Adobe only. We have thirteen coworkers with the Adobe Certified Sales Professional Education Sales certifcation and two with the Adobe Certified Sales Processional Adobe eLearning certification. Additionally, we have nine licensing specialist resources dedicated to supporting our education customers' licensing contracts, including two Licensing Account Executives, three Inside Licensing Specialists and four renewal specialists.

e. Provide a description of how the Software Publisher provides pre-sales support, license management support, and any other support to the Software Reseller and/or the Software Reseller’s clients to ensure ease of transaction to the Eligible Entity. This would include such items as, but not limited to, electronic receipt of goods and problem resolution.

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Eligible Entities will enjoy complete support from the point that they identify a software need through electronic key code delivery and any necessary problem resolution. One of the ways that we ensure this is by investing in teams of Software Licensing Specialists, while also positioning ourselves as the top partner with Adobe.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated Account Manager (AM) will immediately begin working with the eight resources that Adobe has dedicated to our company to determine the right solution. These resources, along with our Software Licensing Specialists, will ensure that considering all factors, from number of seats to payment preferences, we fit the right product to the Eligible Entity’s needs.

License Management Support Whether it is help with a true-up or a friendly reminder that a renewal is imminent, part of the value current Massachusetts customers already see in CDW•G is our proactive approach to license management. We have the tools and engineers to automate these types of support but also do not hesitate to call in help from Adobe when we need it. CDW•G’s own internal Adobe support team, includes eight licensing specialists and one program specialist dedicated to Creative Clouds for teams supporting our sales organization and customers; a Renewal Specialist to assist with the renewal process; a Senior Brand Manager tasked with the smooth operation of our partnership with Adobe; and an extended team of operational experts supporting other functions that maintain our great relationship with Adobe.

Electronic Receipt of Goods Most software programs we offer are available for download via the Eligible Entity’s CDW•G Account Center, e-mail key code delivery, or both. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. All Adobe software is provided through electronic delivery unless it is a retail shrink product through CDW•G, Adobe, and/or Distribution.

If there are any snags in this usually-smooth process, the AM will escalate to one of the eight on-site Adobe representatives and facilitate a fast resolution.

Problem Resolution Product maintenance/support is provided by Adobe directly. If is a problem occurs at any point in the acquisition cycle, Adobe supports CDW•G in providing customers fast resolution across the gamut of support requests. Support includes escalation at Adobe, if needed. We have access to self-help document libraries; responsive technical support, via escalation when necessary; and advance notice of patches and upgrades. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

Additionally, CDW•G provides Eligible Entities access to Adobe whitepapers, case studies, how-to guides, ROI and licensing calculators, and more at cdwg.com/adobe.

f. If there are Software Publisher employees located on the Software Reseller’s premises, and exclusively dedicated to advising the Software Reseller’s employees and clients, provide the number of such Software Publisher employees: The Adobe direct team consists of 8 Channel Account Managers that are dedicated to CDW and onsite in various office locations. CDW•G enjoys the benefit of being the only Adobe reseller or ALC with multiple dedicated Channel Account Managers onsite from Adobe. The overall result of this combined focus is a solid team effort that delivers a great customer experience when purchasing Adobe from CDW•G.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

ITS58 Software Reseller Response Form Page 5

CDW•G is authorized to purchase directly from Adobe. CDW•G also leverages Adobe's authorized Distributor Channel for Adobe shrink-wrap (all segments), TLP licenses (all segments), CLP Education, and FLP Government licenses purchases.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

CA TECHNOLOGIES a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

We are a CA Technologies Premier Partner, the highest level of partnership available with CA. We are one of only a few partners authorized to offer demo software for CA Unified Infratstructure Monitoring (CA UIM) and were recognized with CA's Most Registered Opportunities award for 2015.

System Control Facility Foundation, Security- 1 Threat Management

Internet Security Solutions Specialist 4

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d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs: 1, we also have nine licensing specialist resources dedicated to supporting our education customers' licensing contracts, including two Licensing Account Executives, three Inside Licensing Specialists, and four renewal specialists.

Eligible Entities will enjoy complete support from through the CDW•G and CA partnership, for the full lifecycle of their CA license programs.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated Account Manager (AM) will immediately begin working with the Partner Specialist CA has dedicated to our company to determine the right solution. This resource and key support from CA’s distribution partner, along with our Software Licensing Specialists, will ensure that considering all factors, from number of seats to payment preferences, we fit the right product to the Eligible Entity’s needs.

License Management Support We have the tools and engineers to automate these types of support but also do not hesitate to call in help from CA when we need it. For example, we receive notification of End Users Maintenance releases and New Versions and information of how these changes affects Eligible Entities so that we can better support the License Management process. We have our own resource dediated to supporting the renewal process of CA licenses.

Electronic Receipt of Goods We can provide electronic delivery for CA software. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to CA and facilitate a fast resolution.

Problem Resolution If a problem occurs at any point in the acquisition cycle, CA supports CDW•G in providing customers fast resolution in a number of ways. We have access to self-help document libraries; responsive technical support, via escalation when necessary; and advance notice of patches and upgrades. Additionally, we have the support of CA’s named Distribution Partner for public sector customers, FedResults. If a resolution needs escalated, we can escalate within CA. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

Eligible Entities can access helpful CA documentation on our CA showcase at cdwg.com/CA.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

CA utilizes a distributor model to provide key support their public sector resellers. FedResults is the designated distributor in which CDW•G acquires CA products and additional support for CA solutions.

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h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

CHECKPOINT a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

Check Point's partner system offers the levels of 4 Stars, 3 Stars, 2 Stars, with 4 Star being the highest level. CDW•G is currently certified as a 2 Stars partner. This certification level authorizes us to resell all Check Point products and services.

Checkpoint Certified Security Administrator 4

Checkpoint Partner Sales Certification 1

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs: There is no special certification required for Check Point's education/academic program. However, we have nine licensing specialist resources dedicated to

ITS58 Software Reseller Response Form Page 8

supporting our education customers' licensing contracts, including two Licensing Account Executives, three Inside Licensing Specialists, and four renewal specialists.

As an authorized reseller of Check Point software, we offer the following support to Eligible Entities.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with the resources that Check Point has dedicated to determine the right solution. CDW•G's Sales teams have dedicated Check Point Security Engineers to help with pre-sales support; for assistance in creating IT security designs with CDW•G for our customers; providing training updates, seminars, and workshops; product and solution presentations; and reporting, as applicable. Additionally, Check Point has a general inbox for CDW•G specific questions on part numbers and products, a point of contact for new product quotes and a point of contact for renewal quotes. This information is highly visible and easily accessible to our Account Teams, providing quick responses to any requests submitted on behalf of Eligible Entities.

These resources, along with our Software Licensing Specialists, will ensure that we fit the right product to the Eligible Entity’s needs.

License Management Support Our licensing team will assist our AMs in supporting the License Management effort. Our renewal specialists provide notifications of upcoming renewals. As we detail throughout our response, we have the tools and engineers to automate these types of support but also do not hesitate to call in help from Check Point when we need it, such as their renewal quote point of contact.

Electronic Receipt of Goods Most software programs we offer are available for download via the Eligible Entity’s CDW•G Account Center, e-mail key code delivery, or both. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to our Check Point representatives and facilitate a fast resolution.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, Check Point supports CDW•G in providing customers fast resolution. Additionally, Check Point leverages Distributor, Westcon, to provide their resellers, including CDW•G, pre-sales, technical, and engineering assistance. Westcon is an industry leader in reliability, quality, and responsiveness when it comes to supporting their partners.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

CDW•G procures Check Point solutions and receives related support through authorized distributor WestCon.Westcon provides pre-sales, technical, and engineering assistance.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

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COMPUTER SQUARE INC a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

As CDW•G will leverage our distribution partner network to procure Computer Square Inc (CSI) solutions for Eligibile Entities, this question is not applicable to CDW•G at this time.

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs:

ITS58 Software Reseller Response Form Page 10

CDW•G will provide support for Computer Square Inc. (CSI) purchases with our internal resources dedicated to software solutions. Our AM will collaborate with our distribution partners to acquire licenses.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

CDW•G will provide support to CSI purchasers with our internal resources dedicated to software solutions. Our AMs will collaborate with our distribution partners to acquire licenses. Our PPM team will work with CSI to try to establish a direct relationship for the benefit of Eligible Entities.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with our distributor resources and software licensing specialists to determine the right solution.

Electronic Receipt of Goods Most software programs we offer are available for download via the Eligible Entity’s CDW•G Account Center, e-mail key code delivery, or both. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to the distributor through whom we’re procuring CSI software.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, CDW•G will provide customers fast resolution in a number of ways. We have access to self-help document libraries and responsive technical support, via escalation when necessary. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

DELL QUEST a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

CDW•G is a Premier Partner in Dell Software's Direct Market Reseller (DMR) certified partner program, PartnerDirect. The Premier designation is the highest of the three available designations. We also hold a Windows Server Management Specialization.

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d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs:

As CDW•G is a top partner of Dell Quest, Eligible Entities can expect the following support from us and Dell Quest.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with the resources that Dell Quest has dedicated to our company to determine the right solution.

For sales support, a Dell Inside Sales point of contact handles all sales related requests from our North East U.S. customers, including the contract's Eligible Entities. Additionally, they provide general inboxes for deal registration questions and one for technical questions.

These resources, along with our Software Licensing Specialists, make sure we fit the right product to the Eligible Entity’s needs.

License Management Support

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We leverage our own AMs, software licensing team, and our standardized License Management approach to support Eligible Entities, post-purchase. For renewal assistance, these individuals can reach out to our Dell Inside Sales resource, or Dell’s general inbox dedicated to CDW•G’s public sector renewals.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, Dell Quest supports CDW•G in providing customers fast resolution. As an additional fail-safe, we have our own inbox for all Dell Quest related requests. Our Product and Partner Management team monitors this inbox, and escalates to the appropriate Dell Quest points of contact, if needed.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

IBM a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

We hold the highest partner level, IBM Premier Partner. We also have the following certification/partnership levels: • Member of IBM Advisory Councils • SVP Authorized across all IBM SW brands • IBM Specialty Elite Designation for System x & Storage • IBM Specialty Designation for Power Systems & PureSystems • IBM Beacon Award: eGovernment Portal Solution • IBM MidMarket Leadership Award 2010, 2011, 2012, 2013 • 2015 IBM Collaboration Solutions Worldwide Best Performance Business Partner Award for Cloud • IBM Capability Authorization: Cloud • IBM Capability Authorization: Security

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Certification / competency title Brief description (if not apparent from No. certification / competency title) employees IBM Healthcare Industry Solutions Sales 4 Professional v1

Information Management Solution Sales 3 Professional v3

Lotus Notes & Domino Solution Sales 3 Professional v1

IBM Certified Specialist - Tivoli Storage 3 Manager FastBack V5.5

IBM Certified System Administrator - Lotus 3 Notes and Domino 8

IBM BigInsights Technical Professional v1 2

IBM Certified ADP - IBM Service Management 2 Tivoli Storage Management V4

IBM Certified Deployment Professional - Tivoli 2 Endpoint Manager V8.1

IBM Certified Deployment Professional - Tivoli 2 Storage Manager FastBack V6.1.1

IBM Certified Deployment Professional - Tivoli 2 Storage Manager V5.5

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs:

As we are a top IBM partner, Eligible Entities can expect the following support when working with CDW•G.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with the resources that IBM has dedicated to our company to determine the right solution. A full-time IBM software licensing specialist provides CDW•G with pre-sales support, including quotes. Additionally, we leverage sales and technical support from IBM’s Distributor, Arrow, who has two full-time, on-site resources dedicated to CDW, six brand support specialists, and four technical resources, all complimenting the robust support provided by CDW•G.

License Management Support The same IBM software licensing specialists that provide pre-sales support handle licensing management support such as problem resolution, notifications on upgrades, etc. Our own Software ITS58 Software Reseller Response Form Page 14

Renewal Specialist dedicated to IBM solutions will provide our Licensing Specialists and AM assistance in keeping Eligible Entities notified of upcoming expirations and assist with the renewal process, if applicable.

Electronic Receipt of Goods Most software programs we offer are available for download via the Eligible Entity’s CDW•G Account Center, e-mail key code delivery, or both. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to one of the on-site IBM representatives and facilitate a fast resolution.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, IBM supports CDW•G in providing customers fast resolution in a number of ways. Escalation is provided through collaboration of our CDW IBM Software Sales Manager with the IBM Channel Account Manager dedicated to CDW. We have access to self-help document libraries; responsive technical support, via escalation when necessary; and advance notice of patches and upgrades. We’ll leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

Eligible Entities can access helpful IBM documentation on our IBM showcase at cdwg.com/ibm.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

IBM utilizes a distirbutor model. CDW•G is considered a Direct Reseller with sales & technical support from Distributor, Arrow. This support includes 2 dedicated full-time on site Arrow resources, 6 brand support special specialists, and 4 technical resources.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

INFORMATICA a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

We will be acquiring Informatica via a distribution partner, so we do not have a partnership level with this company yet.Our PPM team will work with Informatica to try to establish a direct relationship for the benefit of Eligible Entities.

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asked to submit copies at a later stage in the RFR process. If the number of types of different certifications / competencies exceeds 10, include as a separate attachment. Certification / competency title Brief description (if not apparent from No. certification / competency title) employees

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs:

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

CDW•G will leverage our distirbution partner DLT to provide Informatica solutions to requesting Eligible Entities. We will support the solutions with our own software, sales, and technical resources.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated Account Manager (AM) will immediately begin working with our distributor resources and software licensing specialists to determine the right solution.

License Management Support

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Whether it is help with a true-up or a friendly reminder that a renewal is imminent, part of the value current Massachusetts customers already see in CDW•G is our proactive approach to license management. We have the tools and engineers to automate these types of support.

Electronic Receipt of Goods Most software programs we offer are available for download via the Eligible Entity’s CDW•G Account Center, e-mail key code delivery, or both. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to the distributor through whom we’re procuring Informatica software.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

KRONOS a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

We do not have a prescribed partnership level with Kronos.Our PPM team will work with Kronos to try to establish a direct relationship for the benefit of Eligible Entities.

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Certification / competency title Brief description (if not apparent from No. certification / competency title) employees

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs:

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

CDW•G will leverage our distirbution partner network to provide Kronos solutions to requesting Eligible Entities. We will support the solutions with our own software, sales, and technical resources.

Electronic Receipt of Goods Most software programs we offer are available for download via the Eligible Entity’s CDW•G Account Center, e-mail key code delivery, or both. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to the distributor through whom we’re procuring Kronos software.

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h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

MCAFEE a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

CDW•G is an Intel Security (previously McAfee) Select Partner, the highest National level of partnership available through Intel Security. The solution competencies we hold include Endpoint Security, Network Security, Security Management, and a US Federal Specialization.

System Security Sales 14

Network Defense Technical 5

Network Defense Sales 12

Data Protection Technical 3

Data Protection Sales 12

Risk and Compliance Technical 2

Risk and Compliance Sales 9

Web and Email Technical 4

Web and Email Sales 11

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs: 5, we also have nine licensing specialist resources dedicated to supporting our education customers' licensing contracts, including two Licensing Account Executives, three Inside Licensing Specialists, and four renewal specialists.

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Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with the resources that McAfee and Intel Security has dedicated to our company to determine the right solution. These resources, along with our Software Licensing Specialists, will ensure that considering all factors, from number of seats to payment preferences, we fit the right product to the Eligible Entity’s needs.

License Management Support Whether it is help with a true-up or a friendly reminder that a renewal is imminent, part of the value current Massachusetts customers already see in CDW•G is our proactive approach to license management. We have the tools and engineers to automate these types of support but also do not hesitate to call in help from McAfee when we need it. They can quickly connect customers to Intel Security resources, or our own experts whenever there is a need. CDW•G has a McAfee Brand Manager, dedicated to managing and developing our relationship with McAfee. We also have a renewal specialist, dedicated specifically to McAfee renewals with CDW.

Electronic Receipt of Goods Once the product is ordered, licenses are sent via electronic license to the Eligible Entities email to download for their use. If there are any snags in this usually-smooth process, the AM will escalate to one of the on-site McAfee representatives and facilitate a fast resolution.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, McAfee supports CDW•G in providing customers fast resolution in a number of ways. We have access to self-help document libraries; access to McAfee’s reseller hotline and McAfee’s Technical Support team; and advance notice of patches and upgrades. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

Additional Support CDW•G has over 75 McAfee industry-certified engineers on staff with expertise in areas, such as system security, network intrusion prevention, messaging and web security, and data loss prevention. We also have a Solution Architect Team specialized in security and encryption implementations. Their capabilities include network installations, site surveys, network assessments and consultation services.

Eligible Entities can access helpful McAfee documentation on our McAfee showcase at cdwg.com/mcafee.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

Intel Security utilizes a distribution model for McAfee products. Therefore, CDW•G obtains McAfee solutions through our distribution partner Tech Data. As one of Tech Data’s largest partners, our AMs have priority phone queues, with a wait time of less than two minutes. Tech Data dedicated specialists help with product research, design/architecture assistance, and competitive product information. ITS58 Software Reseller Response Form Page 20

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

MICROSOFT CORPORATION a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

CDW•G is a Certified Microsoft Gold Partner, the highest certification level available. We have been dedicated to advising and delivering Microsoft offerings since 1999. We are the number one ranked Licensing Solutions Provider (LSP), an Enterprise Software Advisor (ESA) for Enterprise and Select Agreements, and an Authorized Device Reseller (ADR). This enables CDW•G to offer customers Enterprise Agreements, Select Agreements, Open Value Agreements, Campus/School Agreements, Enrollment for Education Solutions, and Microsoft Surface products. In addition to the above vehicles, CDW is eligible to sell and support any other Microsoft solutions not requiring solutions, such as Microsoft full package products and Microsoft Open license products. Additionally, CDW•G is an authorized Microsoft National Systems Integrator Partner, offering award-winning services around all of Microsoft’s key solution areas.

CDW•G has achieved eleven competencies in the Microsoft Partner Network, including: Volume Licensing - Gold Software Asset Management - Gold Desktop - Gold Identity and Security - Gold Virtualization - Gold Server Platform - Gold Systems Management - Gold Communications - Gold Portals and Collaboration - Gold Business Intelligence - Silver Search - Silver

We currently rank as Microsoft’s largest partner in the following areas: • #1 Office 365 customers deployed • #1 LSP for contract volume of EAs and SAs • #1 in US for New Enterprise Agreements • #1 Worldwide in Enrollment for Application Platform (EAP) • #1 in US for Open Value Agreements • #1 Microsoft Experience Center (MEC) Partner

Our Microsoft Awards • 2013-2014 Microsoft Partner of the Year • 2014 MEC Partner of the Year • Finalist: 2014 Cloud Packaged Solutions Partner of the Year • Microsoft 2014 US OEM Reseller of the Year • Microsoft 2014 US Windows Device Partner of the Year • Microsoft 2014 Office 365 Sales Achievement Award • Microsoft 2014 Mid-Atlantic US Office 365 Partner of the Year • Microsoft 2014 Finalist Cloud Packaged Solutions Partner of the Year

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• HP & Microsoft 2013 and 2014 Outstanding Frontline Partner in Virtualization and Private Cloud • Microsoft 2013 Windows Intune Black Belt Second Runner Up • Microsoft Winning on Value FY13 1H Award, Northwest District • Microsoft 2013 H1 Partner Award, North Central District

CDW•G participates in numerous concurrent Microsoft Rapid Deployment Programs (RDP) and early Technology Adopter Programs (TAP) in all our solution areas whereby we routinely run pre-release versions of Microsoft software in our production environment, with Microsoft support, for the purpose of providing valuable feedback. We also invite our customers to participate. Participation often will include funding from both CDW•G and Microsoft toward the implementation of the solution in the customer’s environment.

To further demonstrate our strong partnership with Microsoft, CDW•G is one of the select few LSPs that can provide the Microsoft Experience Center program. This program provides our customers a real life environment to experience the latest Microsoft Business Intelligence and Business Productivity tools. Our certified experts bring in new products and software and demonstrate their functionality as well as allow customers to try out the new features.

Microsoft Certified Product Specialists 128

Microsoft Certified Technical Specialist 105

Microsoft Certified Application Developer 3 (MCAD)

Microsoft Certified Systems Engineer 60

Microsoft Certified .Net Professional 134

Microsoft Certified IT Professional 54

Microsoft Certified Systems Administrator 22

Microsoft Certified Professional + Internet 15

Microsoft Certified Systems Engineer: 8 Messaging

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs: Microsoft does not require any specific certifications to support their education licensing and program. However, we have nine licensing specialist resources dedicated to supporting our education customers' licensing contracts, including two Licensing Account Executives, three Inside Licensing Specialists and four renewal specialists. ITS58 Software Reseller Response Form Page 22

CDW•G’s Microsoft capabilities distinguish us from other vendors, as CDW•G is the leader in Microsoft contracts. In terms of volume, CDW•G does more Microsoft business worldwide, than anyone else. By partnering with CDW•G, the State and Eligible Entities gain access to our Microsoft team.

We have approximately 300 Microsoft-focused Engineers, Technical Specialists, Pre-Sales Consultants, and Project Managers, who are dedicated exclusively to customers’ Microsoft engagements. Our team has completed more than 6,000 Microsoft services engagements and 750 joint Microsoft-CDW•G engagements to date.

Our advisory services include proof-of-concept, deployment planning and pilot services to ensure the solution is optimally designed to meet your requirements and aligned with your strategic direction. Our deployment services include implementation and migration services to ensure you achieve the full power of your Microsoft investment.

The CDW•G Microsoft Practice sales team consists of over 75 people onsite and in the field, specializing in product, licensing, and services solutions.These individuals work closely with your Account Team to provide Eligible Entities with pre- and post-sales support and technology roadmaps.

CDW•G delivers keycodes to end users for Microsoft Select Agreements, if our customers choose this as their preferred delivery method. Shortly after an order is placed, the end user will receive an entitlement acknowledgement via email directing the end user to login to their Account Center page. A link will take the customer to the Software Keycodes page on their Account Center. Keycodes are populated to the user’s online account profile, so they can be accessed from anywhere at any time. Plus, the user can add other keycodes even if they were not purchased through CDW•G. Since keycodes can now be archived online for easy retrieval at any time, they replace the need for license certificates as proof of purchase and delivery.

CDW•G’s Electronic Software Distribution (ESD) tool is simple, convenient and facilitates quick installation so that DMS and your State Customers maintain high productivity. The user-friendly interface enables State Customers to download applicable Microsoft titles directly from their customized Account Center homepage at any time. Electronic Software Distribution (ESD) is available for Microsoft Select Agreements at no additional cost. Once a State Customer makes a purchase, we are able to enable the Account Center with a download option or Keycode option, based on their individual requirements.

CDW•G and Microsoft Trainings CDW•G works closely with Microsoft to directly engage and educate customers. These engagements take the form of telephone, online, and in-person seminars and educational events where Microsoft and CDW•G work together to present information to customers and respond to their questions. CDW•G is open to all options, both remote and onsite and at CDW•G facilities, to meet Eligible Entities' training needs. CDW•G also offers the unique Microsoft Education Center, which presents a hands-on experience to our customers who want to test out new Microsoft products and software.

Eligible Entities can access helpful Microsoft documentation on our Microsoft showcase at cdwg.com/microsoft.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, Microsoft supports CDW•G in providing customers fast resolution in a number of ways. We have access to self-help document libraries; responsive technical support, via escalation when necessary; and advance notice of patches and upgrades. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

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g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

ORACLE a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

Oracle Database 11g PreSales Specialist 4

Oracle Database Appliance PreSales 4 Specialist

Oracle Enterprise Manager 12c Sales 4 Specialist

Oracle Business Intelligence Cloud Service 3 Specialist

Oracle Database 11g Sales Specialist 3

Oracle Enterprise Manager 12c PreSales 3 Specialist

Oracle WebLogic Server 12c PreSales 3

ITS58 Software Reseller Response Form Page 24

Certification / competency title Brief description (if not apparent from No. certification / competency title) employees Oracle WebLogic Server 12c Sales 3

Oracle ZFS Storage ZS3 Sales Specialist 3

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs: Oracle does provide campus wide licensing, but each deal is reviewed on its own merit. They do not have specific academic licensed skus and do not have specific certifications and/or requirements to handle this program. We have nine licensing specialist resources dedicated to supporting our education customers' licensing contracts, including two Licensing Account Executives, three Inside Licensing Specialists, and four renewal specialists.

Eligible Entities can expect the following support for their Oracle solutions when working with CDW•G.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with the resources that Oracle has dedicated to our company to determine the right solution. Oracle makes available via download trial versions of the majority of their products. Because Oracle follows a distributor model for their resellers, CDW•G also receives presales support from Oracle’s Value Added Distributors, as well as the Oracle regional representative dedicated our Eastern US customers. We leverage sales and technical support from Oracle’s Distributor, Arrow, who has two full-time, on-site resources dedicated to CDW, six brand support specialists, and four technical resources, all complimenting the robust support provided by CDW•G.

These resources, along with our Software Licensing Specialists, will ensure that considering all factors, from number of seats to payment preferences, we fit the right product to the Eligible Entity’s needs.

Electronic Receipt of Goods Oracle has a number of delivery options available, including online licensing download. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to our on-site Oracle representative and facilitate a fast resolution.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, Oracle supports CDW•G in providing customers fast resolution in a number of ways. We have access to self-help document libraries; responsive technical support, via escalation when necessary; and advance notice of patches and upgrades. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

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Eligible Entities can access helpful Oracle documentation on our Oracle showcase at cdwg.com/oracle.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

Oracle follows a distributor model for its resellers. As a reseller, CDW•G receives sales and technical support from Distributor, Arrow. This support includes 2 dedicated full-time on site Arrow resources, 6 brand support special specialists, and 4 technical resources.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

RSA SECURITY a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

CDW•G is a Platinum Partner in the RSA SecurWorld™ Program, the highest of the four levels of partnerships available in the RSA partner prorgram.

RSA Sales Associate in Fraud Risk 4 Intelligence (FRI)

RSA System Engineer (SE) Associate in 3 ASOC

RSA Sales Associate in Governance, Risk, 2 and Compliance (GRC)

RSA SE Associate in Identity and Access 2 Management (lAM)

RSA Sales Associate in lAM 1

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Certification / competency title Brief description (if not apparent from No. certification / competency title) employees

RSA Sales Professionalin ASOC 1

RSA SE Associate in FRI 1

RSA SE Associate in GRC 1

RSA SE CertProf in Adaptive Authentication 1

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs:

Eligible Entities will enjoy complete support from the point that they identify a software need through electronic key code delivery and any necessary problem resolution. CDW•G will provide this with our own resources and the support received from our vested partnership with RSA, as described below.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with the resources that RSA has dedicated to our company to determine the right solution. RSA has three employees onsite and dedicated exclusively to supporting our customers. They provide our Account Teams assistance with pre-sales support, including providing solution expertise, product lifecycle information, and general sales support. We also leverage sales and technical support from RSA’s Distributor, Arrow, who has two full-time, on-site resources dedicated to CDW, six brand support specialists, and four technical resources. These resources, along with our Software Licensing Specialists, will ensure that considering all factors, from number of seats to payment preferences, we fit the right product to the Eligible Entity’s needs.

License Management Support Our own Software Licensing Specialists and AMs will manage the full scope of the licensing process, leveraging our internal tools and engineers to automate these types of support. RSA sends our AM advanced notification and detailed steps on how to complete the renewal process. We reach out to Arrow for additional RSA-related help when we need it.

Electronic Receipt of Goods Most software programs we offer are available for download via the Eligible Entity’s CDW•G Account Center, e-mail key code delivery, or both. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to one of the on-site RSA representatives and facilitate a fast resolution.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, RSA supports CDW•G in providing customers fast resolution in a number of ways. We have access to self-help document libraries; responsive technical support, via escalation up to RSA Executives when necessary; and advance notice of patches and upgrades. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

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Eligible Entities can access helpful RSA documentation on our RSA showcase at cdwg.com/rsa.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

RSA utilizes a distirbutor model. CDW•G is considered a Direct Reseller with sales and technical support from Distributor, Arrow. This support includes 2 dedicated full-time on site Arrow resources, 6 brand support special specialists, and 4 technical resources.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

SYMANTEC a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

CDW•G is currently at the Symantec Platinum (Corporate Reseller) Level, the highest available in the Symantec reseller program. We have been an active member of the Symantec Partner Program since 2002. Under such Partner Program, CDW/CDW•G is provided with certain rights and obligations to purchase and resell Symantec products, through authorized Symantec Distributors.

CDW/CDW•G is a current Symantec business partner in good standing , with the following Symantec Specializations, Authorizations, and Technical Accreditations.

Symantec Specializations Achieved: • Data Loss Prevention Master Specialized • Archiving and eDiscovery • High Availability • Encryption • Master • Endpoint Management • Data Protection with Backup Exec • Managed Security Services • Data Loss Prevention • Storage Management • Data Protection with NetBackup • Mobility Solution • SMB Security • IT Compliance • Enterprise Security • SMB Backup

Symantec Technical Accreditations include: ITS58 Software Reseller Response Form Page 28

• Enterprise Vault • Data Loss Prevention • NetBackup For Unix • Storage Foundation • Altiris Management • Control Compliance • Endpoint Protection • Symantec Management Platform • Symantec PGP Universal Server • Veritas Cluster Server • Symantec Technical Foundations: Security Solutions • Symantec Security Solutions

Additional Authorizations: Windows Authorized Partner UNIX Authorized Partner Data Loss Prevention Master Specialized Partner

We are Symantec's top selling Large Account Reseller and have earned numerous Symantec awards throughout our relationship, including Partner of the Year.

Enterprise Backup Expert 326

MidMarket Backup Expert 889

Endpoint Management Principal 141

Data Security Expert 380

Archiving Principal 200

Gateway Security Expert 147

Dynamic Storage Principal 6

Mobility Expert 8

eDiscovery Principal 5

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs: This is not a requirement of Symantec. However, we have nine licensing specialist resources dedicated to supporting our education customers' licensing contracts,

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including two Licensing Account Executives, three Inside Licensing Specialists, and four renewal specialists.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with the twelve resources that Symantec has dedicated to our company to determine the right solution. CDW•G has eight dedicated resources in the State and Local vertical for the Symantec/VERITAS product line for both new licensing and renewals. We receive additional support from our Symantec Distributor, Ingram Micro. As one of Ingram Micro’s largest partners, our AMs have priority phone queues, with a wait time of less than two minutes. Their dedicated specialists help with product research, design/architecture assistance, and competitive product information. Ingram Micro provides quotes within four hours or less.

License Management Support Whether it is help with a true-up or a friendly reminder that a renewal is imminent, part of the value current Massachusetts customers already see in CDW•G is our proactive approach to license management. Our eight dedicated resources in the State and Local vertical for the Symantec/VERITAS assist with post sales requests including licensing information, escalations, and reporting information. Our five Symantec Renewal Specialists dedicated to our public sector customers assist with renewal notifications. Symantec sends upgrade/patch notifications directly to the customer, when eligible. As the Commonwealth can see, we have the tools and engineers to automate these types of support but also do not hesitate to call in help from Symantec when we need it.

Electronic Receipt of Goods Most software programs we offer are available for download via the Eligible Entity’s CDW•G Account Center, e-mail key code delivery, or both. As the Eligible Entity and their AM finalize the details of the order, the AM will let the customer know the options for electronic receipt of goods and the date that the goods should become available. Software is sent electronically directly from Symantec, when eligible. If there are any snags in this usually-smooth process, the AM will escalate to one of the on-site Symantec representatives and facilitate a fast resolution.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, Symantec supports CDW•G in providing customers fast resolution in a number of ways. We have access to self-help document libraries; responsive technical support, via escalation when necessary; and advance notice of patches and upgrades. Ingram Micro also has a defined escalation process specifically for our Symantec requests. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

Eligible Entities can access helpful Symantec documentation on our Symantec showcase at cdwg.com/symantec.

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g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

Symantec utilizes a distributor model to support their resellers. CDW•G collaborates with Ingram Micro for Symantec solution procurement and support. We receive priority phone queues, two account specialists and an inbox dedicated specifically to CDW Symantec needs, a Sr. Sales Executive supporting CDW exclusively, and three account points of contact focused on Symantec solutions.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

VMWARE a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

CDW•G is a VMware Premier Authorized Reseller, the highest of three available levels of their reseller program. As a result, CDW•G is authorized to resell VMware software and services to education, healthcare, and state/local customers throughout the United States. We are the proud recipient of VMware’s 2013 Infrastructure Virtualization Competency Partner of the Year award.

We are a Gold member of the VMware Authorized Consulting (VAC) program, through which VMware subcontracts services to CDW•G, and a member of the VMware Partner Technical Advisory Board. We also hold the following VMware Solution Competencies: Business Continuity, Cloud Provider, DaaS, Desktop Virtualization, Hybrid Cloud, Management Operations, Network Virtualization, Server Virtualization, and Software-Defined Storage.

Business Continuity 61

Cloud Provider 6

DaaS 27

Desktop Virtualization 75

Hybrid Cloud 87

Management Operations 61

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Certification / competency title Brief description (if not apparent from No. certification / competency title) employees Mobility Management 28

Network Virtualization 12

Software Defined Storage 48

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs: 10, we also have nine licensing specialist resources dedicated to supporting our education customers' licensing contracts, including two Licensing Account Executives, three Inside Licensing Specialists, and four renewal specialists.

As CDW•G is a top VMware partner, Eligible Entities can expect the following support for their VMware solution needs.

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with the resources that VMware has dedicated to our company to determine the right solution. Among the resources supporting AMs are the following VMware solution experts: • Two national AMs • Three pre-sales support specialists • One Desktop Specialist • One VMware vCHS pre-sales support specialist • One Brand Manager • Two VMware Business Development Specialists • Eight geographic-based VMware inside sales representatives • Two VMware systems engineers • Five Capacity Planner Assessment Engineers • Fourteen virtualization solution architects

We also leverage sales and technical support from VMware’s Distributor, Arrow, who has two full-time, on-site resources dedicated to CDW, six brand support specialists, and four technical resources. These resources, along with our Software Licensing Specialists, will ensure that considering all factors, from number of seats to payment preferences, we fit the right product to the Eligible Entity’s needs.

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goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to one of the on-site VMware representatives and facilitate a fast resolution.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, VMware supports CDW•G in providing customers fast resolution in a number of ways. We have access to self-help document libraries; responsive technical support, via escalation when necessary; and advance notice of patches and upgrades. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

Eligible Entities can access helpful VMware documentation on our VMware showcase at cdwg.com/vmware.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

VMware leverages a distribution model for its resellers. Therefore CDW•G acquires VMware solutions through our distribution partner network. We receive sales and technical support from Distributor, Arrow. This support includes 2 dedicated full-time on site Arrow resources, 6 brand support special specialists, and 4 technical resources.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

WEBSENSE a. Software publisher letter or screen capture (including url) showing Bidder’s partnership level is included: Yes No

CDW is a Websense Platinum level Partner, their highest Partner designation level.

Websense Certified Web Security Engineer 3

Websense Security Gateway Sales 1

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Certification / competency title Brief description (if not apparent from No. certification / competency title) employees Certification

Websense Cert Sales Professional 1

Websense Direct Market Reseller/Large 3 Account Reseller 101S Certification

Websense Platinum Level Training 2 Certification

d. Does this Software Publishers have separate licensing, pricing, or programs for education/academic customers? Yes No

If yes, identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs:

Pre-Sales Support When an Eligible Entity identifies a need, their dedicated AM will immediately begin working with the System Engineer and/or the Channel Managers that Websense has dedicated to our company to determine the right solution. This support includes but is not limited to matching prospective customer’s requirements to product capabilities, software demonstration’s, training, and price quote configurations. Additionally, we leverage sales and technical support from Websense’s Distributor, Arrow, who has two full-time, on-site resources dedicated to CDW, six brand support specialists, and four technical resources, all complimenting the robust support provided by CDW•G.

These resources, along with our Inside Security Architects and Software Licensing Specialists, will ensure that considering all factors, we fit the right product to the Eligible Entity’s needs.

License Management Support We have the tools and engineers to automate these types of support but also do not hesitate to call in help from Websense or Arrow when we need it.

goods should become available. If there are any snags in this usually-smooth process, the AM will escalate to one of the on-site Websense or Arrow representatives and facilitate a fast resolution.

Problem Resolution If is a problem occurs at any point in the acquisition cycle, Websense supports CDW•G in providing customers fast resolution in a number of ways. We have access to a support portal with knowledge base; self-help document libraries; responsive technical support, a dedicated Channel Manager for escalation when necessary; and advance notice of patches and upgrades. We will leverage all this information to see to it that your Eligible Entities’ issues are resolved quickly.

Eligible Entities can access helpful Websense documentation on our Websense showcase at cdwg.com/websense.

g. If the Software Reseller is not a direct Reseller for the Software Publisher, describe how the software is obtained and supported:

Websense leverages a distribution model for its resellers. CDW•G acquires Websense solutions through our distribution partner network. We receive sales and technical support from Distributor, Arrow. This support includes 2 dedicated full-time on site Arrow resources, 6 brand support special specialists, and 4 technical resources.

h. If the Software Reseller is unable to provide software/services from the Software Publisher, explain:

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3. Gross Annual Income (RFR Section 3.1.3) Is the Software Reseller's gross annual income (equivalent to gross annual revenue, see Glossary definition) $200 million or more? 1Z! Yes D No (Note, a "Yes" response is mandatory)

4. Supplier Qualifier Report or Supplier Analysis Report Score Explanation (RFR Section 3.1.4) Bidders whose "Supplier Risk Score" on this Report is 8 or higher must provide an explanation sufficient to assure the SST that the company's financial position is viable. Explanation:

OR IZ[ Not applicable, Bidder's "Supplier Risk Score" was lower than 8.

5. Past Performance Evaluation (Supplier Performance Review) Rating Explanation (RFR Section 3.1.4) Bidders whose "Overall Performance Rating" on the Supplier Performance Review is below 70 must explain why the SST should consider awarding a Contract to a company whose customer ratings are low relative to ratings on similar RFRs.

Explanation:

OR 1Z! Not applicable, Bidder's "Overall Performance Rating" was above 69.

6. Does the Bidder have one or more clients with an annual purchase volume of $50 million or more? (RFR Section 3.1.5) 1Z! Yes D No

7. References ( RFR Section 3.1.6)

Reference 1 Name: Kathie Zullinger Organization: County Commissioners Association of Pennsylvania (CCAP) Address: P.O. Box 60769 Harrisbur , PA 17106-0769 Telephone number: email: Above reference enro e 1n 1croso Select 1croso ca em1c e ect 1Z[ Microsoft Enterprise Agreement D Adobe Buying Program for Education D Other Adobe volume-based licensing program D None of the above

Reference 2 Name: Ray Hsu Organization: University of Washington Address: 3917 Universit Wa NE Seattle WA 98195-1110 Telephone number: email: ...... Above reference enro e 1n 1croso e ec IZ[ Mier� Microsoft Enterprise Agreement D Adobe Buying Program for Education D Other Adobe volume-based licensing program D None of the above

Reference 3 Name: Wendi Wagner

ITS58 Software Reseller Response Form Page 36 Organization: Dupage County Address: 421 N Count Farm Rd. Wheaton Telephone number: email: Above reference enro e 1n 1crosoft e ec 1croso ca em1c Select IZI Microsoft Enterprise Agreement D Adobe Buying Program for Education IZI Other Adobe volume-based licensing program D None of the above

Reference 4 Name: Christy Negri Organization: University of Southern California Address: 3500 South Fi ueroa St. UGB 210 Los Angeles, CA 90089 Telephone number: -- email:-- Above reference enro e 1n 1c� D Mier� Select IZI Microsoft Enterprise Agreement IZI Adobe Buying Program for Education D Other Adobe volume-based licensing program D None of the above

Reference 5 Name: James Ellenburg Organization: State of Illinois Central Management Services (CMS) Address: 120 W Jefferson 3rd Floor S rin field IL 62702 Telephone number:-- email: Above reference en�roso e ec D Microso ca em1c e ec icrosoft Enterprise Agreement D Adobe Buying Program for Education D Other Adobe volume-based licensing program D None of the above

8. Account Team (RFR Section 3.2.2.1) Describe the composition of the Account Team that will provide services under this Contract. For each State, indicate the different roles, job titles, and the number of FTEs who will be dedicated to each role/job title under the Contract.

a. Describe composition of Account Team and define Account Team Roles and Titles:

For the contract, CDW•G dedicates Account Teams segmented by State and Local Government, K-12 Education, Higher Education, and Healthcare. CDW has Account Teams dedicated to eligible Non Profit customers. Each Eligible Entity's Account Team includes an account manager, sales manager, field account manager, and executive leadership. The benefit Eligible Entities receive from this structure is quick access to knowledgeable resources and advice developed specifically to the segment in which they operate. For example, our education Account Teams focus on expertise in the nuances of educational licensing and leverage our K12 Business Development team to assist schools in finding the solutions that best fit their classroom technology plans.

In order to completely support our customers, CDW·G feels it is our duty to provide one connection to all of your Eligible Entities software solution needs. This one connection is a CDW·G Account Manager (AM). The Commonwealth's Account Team is already in place, currently serving you on a number of contracts we hold with the State, including ITC47 and ITT50. Account Manager, Glen Brown, will continue to provide the Commonwealth the same high level of support for your software contract that you receive on CDW•G's current MA contracts. Likewise, Eligible Entities in NJ, VT, and RI receive support from an AM and the same or similarly structured Account Team. We list below the sales force we have dedicated to the contract. These numbers cover State and Local Government, K12 Education, Higher Education, and Healthcare.

Sales Leadership covering all States 1 Senior Sales Manager, tenure of nearly 19 years 3 Sales Directors, average tenure of 14.32 years 4 Sales Vice Presidents, average tenure of 14.94 years

Massachusetts 72 Account Managers, average tenure of 3.64 years

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4 Sales Managers, average tenure of 9.02 years 3 Field Account Managers, average tenure of 1 year

New Jersey 73 Account Managers, average tenure of 4.6 years 4 Sales Managers, average tenure of 9.42 years 3 Field Account Managers, average tenure of 3.44 years

Rhode Island 67 Account Mangers, average tenure of 4.25 years 4 Sales Managers, average tenure of 8.83 years 3 Field Account Managers, average tenure of 5.36 years

Vermont 72 Account Managers, average tenure of 3.64 years 4 Sales Managers, average tenure of 9.02 years 2 Field Account Managers, average tenure of 1 year

Much like our customer-centric mindset, we focus on providing our AMs with 360 degrees of expertise. The CDW•G team for the Commonwealth’s software contract includes more than a few individuals to support all participating States, it includes a single point of contact for each eligible entity, an experienced Program Manager managing the contract, and a host of subject matter experts for our AMs to loop in for specialized support. All of these resources collaborate around the Account Manager to provide Eligible Entities valuable guidance and support and enabling staff to be more productive and efficient. The Account Teams work together to provide a complete, total solution and to support the ongoing needs and challenges of every Entity.

Account Manager Role Account managers are your primary points of contact for ordering, problem resolution, and all other requests. All CDW•G AMs complete an intensive training program and remain current regarding all the latest technologies and changes in the industry. Because of the level of support we focus on providing our customers, AMs are also very knowledgeable regarding each Entity’s processes, requirements, and challenges; they help organizations streamline the procurement process for greater efficiency and cost effectiveness. The relationship that customers form with their CDW•G account manager and the level of customer service that they receive are important reasons why our customers come back to us time and time again.

Sales Manager Role Backing the AM, is their Sales Manager. Sales Managers work with our AMs to develop strategies that best serve Eligible Entities for long-term success. Sales Managers spend a significant amount of time meeting with customers in order to understand the dynamics of the local market and to ensure that customers receive full advantage of CDW•G’s offerings and the contracts available to them. In addition, Sales Managers are responsible for building and maintaining strong relationships with our top partners in each region. Our ability to leverage a strong relationship with the area Symantec representative, for example, can provide contract-specific cost savings that benefit Eligible Entities.

Field Account Manager Role When the number of customers we are supporting in one particular location reaches a certain capacity, CDW•G dedicates a local resource to support the group. Field Account Managers work jointly with our AMs to provide comprehensive and outstanding sales support. They are available for onsite business meetings as needed to provide project development, technical expertise, road mapping, and business reviews. Field Account Managers are responsible for promoting the contract to end users; including trainings in the field with end users, presenting promotions and attend regional tech fairs to promote CDW•G and the contract. Additionally, they meet with the Commonwealth and/or Eligible Entities for contract status and progress reports and assist in working out customer service issues in the field and the contract.

Program Manager Providing Contract Compliance

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To ensure continued contract compliance, Deputy Program Manager, Yolanda Blomquist, will manage the contract agreement between MA and CDW•G. With nearly 14 years of contract management experience, Yolanda brings a wealth of knowledge and understanding to the table. Currently, she manages a portfolio of our largest statewide contract vehicles. Just as she does for our other MA agreements, Yolanda will ensure that CDW•G is in compliance with the software contract and with government regulations, as applicable. She will prepare contract deliverable reports and will make modifications, as necessary, including price reductions, additions, discontinued products, replacements, as well as version changes. She will ensure that price and supply agreements are in place from award through completion. She will continue providing Account Teams with the necessary training to ensure all CDW•G functions compliantly work within the agreed upon requirements and processes of the contract.

Software-Specific Account Team Pre-Sales Support True to our customer-centric approach, CDW•G wants to be more than a fulfillment provider to the Commonwealth, we commit to providing the resources to navigate the increasingly complex world of software. Our highly trained AMs and their supporting team of resources evaluate technology plans, total software spend, software assets, usage and purchase history performing licensing reconciliation services. They leverage this information to optimize Eligible Entities’ purchasing through purchasing aggregation, and the selection of appropriate licensing programs.

Some of our software-specific coworkers of CDW•G that collaborate with the Commowealth’s AM includes:

Software Licensing Specialists (SLS): Our team of seventeen SLSs dedicated to supporting Eligible Entities, certified in a wide array of the licensing programs you seek. SLSs dedicate to assisting customers in understanding and navigating complex licensing options for the top software publishers. They help compare key features of different programs, ensure interoperability of products, and ensure software quotes are comprehensive and accurate. They will assist the Commonwealth and other Eligible Entities in finding the best software to fit their needs, and the most advantageous licensing level.

Partner Specialists: Partner Specialists provide insight into product features and functionality and make sure that software is being sold correctly. They answer technical and product questions; provide accurate licensing solutions; look for compatibility issues and other potential concerns; and ensure that Eligible Entities’ select the correct solution for their organization from the very beginning. The Partner Specialist teams providing support to CDW•G solutions includes over thirty individuals focused on our software offering. These coworkers are designated to a specific brand, like Microsoft, or to solution, such as cloud. This relates to expert assistance for not only Tier I vendors, but all the publishers Eligible Entities are purchasing.

Cloud Client Executives (CCE): Similar to our Software Licensing team, our fourteen CCE’s work with our customers to provide guidance and optional engagements to align their unique business goals with a cloud plan that provides maximum benefits.

Presales Systems Engineers: As an Eligible Entity is contemplating solution decisions, our manufacturer-trained and industry-certified specialists are available to assist. They work in conjunction with the Entity’s AM and Licensing Specialist to help determine the right mix of software products. We have a team of ten of these specialists dedicated to supporting software services solutions for the contact.

The majority of the coworkers listed are located in our Shelton, Connecticut office. Our other locations supporting the contract include Cherry Hill, NJ; Eatontown, NJ; and our three Illinois locations.

Post-Sales Support While the majority of the Commonwealth’s questions focus on pre-sales support, we know Eligible Entities are missing a key area of support for their software needs, licensing contract management. Even after a software contract is signed, our dedicated Account Teams and Software Licensing Specialists, mentioned above, maintain regular contact with customers to ensure that all licensing program benefits are maximized and to ensure contracts are renewed on time. CDW•G provides contract management for all of our Software Licensing Partners’ programs. Our team of twenty-two software licensing renewal specialists will offer fast processing of renewal orders. ITS58 Software Reseller Response Form Page 39

b. Number of FTEs who will serve in each role for each State: State Role Job Title # # FTEs FTEs in Total Client State MA Primary points of contact for customers Account Managers 72 for ordering, problem resolution, and all other requests. MA Works in tandem with Account Field Sales 3 2 Manager from a local prospective to provide onsite customer support. MA Assists in strategy development, Sales Manager 4 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. MA Assists in strategy development, Senior Sales Manager 1 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. MA Assists in strategy development, Sales Director 3 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. MA Assists in strategy development, Sales Vice President 4 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. MA Support customers' licensing Software Licensing Specialists 16 purchases and manage contracts to ensure that licensing program credits are maximized and that contracts are renewed on time. MA Provides assistance in designing and Software Services Specialists 11 delivering software service solutions. MA Assists Account Teams and Licensing Software Renewal Specialists 22 Specialists with software renewal processing and customer renewal notifications. NJ Primary points of contact for customers Account Managers 73 for ordering, problem resolution, and all other requests. NJ Works in tandem with Account Field Sales 3 2 Manager from a local prospective to provide onsite customer support. NJ Assists in strategy development, Sales Manager 4 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. NJ Assists in strategy development, Senior Sales Manager 1 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. NJ Assists in strategy development, Sales Director 3 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. ITS58 Software Reseller Response Form Page 40

State Role Job Title # # FTEs FTEs in Total Client State NJ Assists in strategy development, Sales Vice President 4 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. NJ Support customers' licensing Software Licensing Specialists 16 purchases and manage contracts to ensure that licensing program credits are maximized and that contracts are renewed on time. NJ Provides assistance in designing and Software Services Specialists 11 delivering software service solutions. NJ Assists Account Teams and Licensing Software Renewal Specialists 22 Specialists with software renewal processing and customer renewal notifications. RI Primary points of contact for customers Account Managers 67 for ordering, problem resolution, and all other requests. RI Works in tandem with Account Field Sales 3 Manager from a local prospective to provide onsite customer support. RI Assists in strategy development, Sales Manager 4 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. RI Assists in strategy development, Senior Sales Manager 1 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. RI Assists in strategy development, Sales Director 3 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. RI Assists in strategy development, Sales Vice President 4 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. RI Support customers' licensing Software Licensing Specialists 16 purchases and manage contracts to ensure that licensing program credits are maximized and that contracts are renewed on time. RI Provides assistance in designing and Software Services Specialists 11 1 delivering software service solutions. RI Assists Account Teams and Licensing Software Renewal Specialists 22 Specialists with software renewal processing and customer renewal notifications. VT Primary points of contact for customers Account Managers 72 for ordering, problem resolution, and all other requests. VT Works in tandem with Account Field Sales 2 Manager from a local prospective to provide onsite customer support.

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State Role Job Title # # FTEs FTEs in Total Client State VT Assists in strategy development, Sales Manager 4 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. VT Assists in strategy development, Senior Sales Manager 1 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. VT Assists in strategy development, Sales Director 3 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. VT Assists in strategy development, Sales Vice President 4 leveraging OEM partnerships and acts as the escalation point of contact for eligible entities. VT Support customers' licensing Software Licensing Specialists 16 purchases and manage contracts to ensure that licensing program credits are maximized and that contracts are renewed on time. VT Provides assistance in designing and Software Services Specialists 11 1 delivering software service solutions. VT Assists Account Teams and Licensing Software Renewal Specialists 22 Specialists with software renewal processing and customer renewal notifications.

c. If there are more than nine roles in the proposed Account Team for any State, explain below. This space may also be used to provide any additional information the Bidder believes will be helpful to the SST in understanding the Account Team.

Additional Roles in the Proposed Account Team The Commonwealth and Eligible Entities also have access to CDW•G’s highly certified and experienced Engineers and Solutions Architects. Solution Architects are dedicated to specific Account Teams, and work closely with CDW•G customers to accurately scope project requirements. They are experts in aligning customers with the appropriate service resources and tools making certain we provide the specific skills, proper staff, and solution needed to fully service the customer. Our Engineers work with our Solution Architects to transition a project from idea to implementation.

These industry leading experts can assess your environment and design complex infrastructure solutions for such technology areas as business continuity, optimization and virtualization, unified communications, security management, and more. These same experts are on the forefront of designing and deploying new technologies for our customers. These solutions can yield real and sometimes rapid cost savings. One of our engineers wrote an authoritative Microsoft Project Server 2007 Reference manual (for Microsoft) while simultaneously implementing Project Server in a customer environment where ROI was realized within two months. This project received a Microsoft Quarterly Partner Excellence Award.

Additional Information to Understand the Account Team We understand it can be overwhelming to have Eligible Entities repeatedly calling the Commonwealth about the performance of your vendors. It is not just lip service when we say we focus on making your job easier; we are providing the support to make it happen and the continual communication to show that we are continuing to keep our commitments. ITS58 Software Reseller Response Form Page 42

Here at CDW•G we believe that good customer service has a variety of characteristics, but one definition as it relates to this contract: we will not only meet the software needs of each Eligible Entity, as delineated within this solicitation, but also aim to exceed them. We plan to accomplish this through a variety of methods that fall under three overarching functions: • Sales Support • License Management • Post-Sales Support

Sales Support The Commonwealth will be hard pressed to find a vendor that can provide a team of over 135 sales resources dedicated specifically to helping Eligible Entities with their software needs. Our AMs, Field Account Executives, cloud experts, and licensing and services specialists are all trained to make sure they identify why a customer is purchasing a software solution and guiding customers to the right purchasing decision. This means that the Sales Team for each Eligible Entity will know, for example, when to recommend the purchase of an individual license of Microsoft Office rather than signing up a Select Plus agreement. These teams will also know when to recommend to pass on purchasing an upgrade protection plan if it makes more the most sense for the customer. Our Account Teams respond to quote requests in a timely fashion and keep communication channels open with key stakeholders to make sure our customers get the licensing and advice they need, when they need it.

License Management Our Account Teams not only help with sales needs, but are also on the front line of our license management process. As part of our structured License Management process, they coordinate with our licensing specialists at pre-determined intervals to ensure we apprise customers of upcoming renewals and the release of new products.

For example, CDW•G AMs and Licensing Specialists have made it a best practice to initiate renewal discussions 6 months prior to expiration. Initial discussion may take place onsite or via conference call, with additional meetings in the same capacity. During this process, the Licensing Specialist will review the licenses on the current agreement, and explain any licenses changes that may impact how they are renewed on the next agreement. Our Licensing Specialists are customer advocates and engage the Eligible Entity to understand their existing environment and future plans. Based upon this knowledge share, the Licensing Specialist will then be able to make a licensing recommendation for renewal. The Eligible Entity’s AM will then provide an initial proposal, which the Eligible Entity will need to review, make changes, ask questions, and ultimately approve. Once the Eligible Entity has committed to recommended approval, CDW•G will prepare the renewal paperwork and provide instructions for completion.

Post-Sales Support With CDW•G, support continues past contract implementation. As noted above, each individual agency, county, city, school district, and university has a dedicated AM. This resource makes sure customers are satisfied with their software solutions through regular conversations and reminders from the license management team. Our Licensing Account Executive (part of our team of Licensing Specialists) will hold Business Reviews with the Commonwealth to measure the health of relationships and address any outstanding issues. Your Deputy Program Manager and the rest of your Contract Management team makes sure we are meeting your requirements for reports, monitoring licensing pricing, and fulfilling the needs of being your Eligibly Entities as stated within this solicitation.

d. Describe the Bidder’s minimum qualifications for an Account Team member, and the process for training/orienting a new member of the Account Team relative to the Contract requirements and their responsibilities under the Contract, before that Account Team member begins to provide services to Eligible Entities.

Contract Specific Training to Ensure Compliance Many respected vendors have well-established delivery and installation procedures but lack the plan or personnel to ensure compliance throughout the contract’s complete lifecycle. A major differentiator for

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CDW•G is our Program Management Department, a group of over 100 coworkers devoted to the full life-cycle of contractual sales, including managing active contracts. We invest in these resources because of our understanding that contracts are complex sets of commitments. By maintaining our contracts within one department, it allows us to standardize our contract management processes and share best practices – in turn reducing risks and improving efficiencies. With an average of over ten years of industry experience and active participation in National Contract Management Association, CDW•G Program Managers are qualified to advise and serve our customers at all stages of the contract process.

The Commonwealth’s Deputy Program Manager, Yolanda Blomquist, conducts mandatory training sessions for all applicable Account Teams as an integral part of her structured contract kickoff plan. Because Yolanda and the rest of our Program Management team are seasoned veterans to the nuances of the Commonwealth’s program, we task them to provide training to the contract’s Account Teams and any new hires, ensuring they gain the knowledge of the contract’s requirements and its processes from the onset of their interactions with customers. Additionally, CDW•G conducts internal periodic contract trainings to update coworkers on contract changes and refresh their knowledge of the contract’s policies and procedures. As Yolanda currently manages our other agreements with the Commonwealth, she already has a sound understanding of the contract’s foundational requirements; educating herself on the software contract is a swift process.

For quick questions on the Commonwealth’s software agreement, our Account Teams can head to our internal Sales Wiki page dedicated to the contract. Yolanda maintains this page with helpful information including an accurate Eligible Entity list; contract pricing, fee, dates, and special volume discount offers available; websites, and marketing materials. This site even allows the viewer to see upcoming trainings, or send a training request to Yolanda if there are none currently scheduled.

Customer Feedback Ensures Continued Contract Success To make sure our coworkers remain aligned with the contract and support of its Eligible Entities, we will implement a contract-specific customer survey. We will include the link to this survey on the contract’s website, quotes, or other location preferred by the Commonwealth. Yolanda will monitor this survey and will share with the contract’s Sales Managers, who will coach AMs, if needed. Also as part of their responsibilities, Sales Managers make courtesy calls and/or visits to Eligible Entities to gain their feedback on our abilities supporting the contract, and to provide insight to the benefits of the contract, for those Entities who may not currently be leveraging the contract.

Supporting Eligible Entities with Expert Account Teams CDW•G’s secret to continued success is providing our customers with agnostic knowledge resources to help make important technology decisions. We realize AMs need to have a solid foundation of IT knowledge in order for our customers to trust in their recommendations. Therefore, when our AMs first join the CDW•G team, they must complete our three month Sales Academy, before they interact with our customers. They receive an average of 165 hours of training in their first year at CDW•G, and participate in more than 140 hours in each subsequent year of employment.

We have aligned itself with leading software manufacturers to ensure immediate assistance and support. The purpose of the continued training is to stay current on all program changes and enhancements. Each member of our Account Teams participate in manufacturer onsite visits and trainings to ensure that they stay up-to-date on new technology, product offerings, and special programs. As new products are released, significant licensing changes occur, or major end of life announcements are made, our software practice, team of technical specialists, and/or manufacturer partners host trainings to bring your dedicated Account Teams abreast to the changes. This ensures they are able to clearly explain how these changes may or may not impact each individual enrollees’ environment or licensing agreement. Our Account Teams are also proactive in being certified experts in the products they sell; proof of this dedication is in the numbers. For example, we have over 1300 VMware Sales Professionals (VSPs) on staff. The result is more leads generated, stronger customer relationships, and the ability to help our customers prioritize their technology needs.

Our relationships with top manufacturers also results in advanced notification of upcoming releases of new products. Often, we act as beta testing and product development for some of our vendor partners. We have been participants in such programs for Microsoft, Adobe, Symantec, IBM, McAfee, ITS58 Software Reseller Response Form Page 44

CommVault, Quest, and VMware, among others. Our engineers work closely with manufacturers and learn the strengths, weaknesses, bugs, and fixes of new products as many as eighteen months before product release. These OEM partners have relied on the input and feedback of our staff to ensure their products are market-ready for public release. What this means for the Commonwealth, is that not only can our Account Teams and Licensing Specialists provide advance notification of upcoming products, they are often already experts on our software partner offerings when our competitors are just being introduced to the new solutions.

Software Solution Trainings for CDW•G Licensing Specialists CDW•G’s Licensing Specialists are training-focused as well. Examples of the types of training they are exposed to include Microsoft’s weekly White Glove training. The weekly white glove is a weekly call Microsoft hosts to their LSP community. The agenda typically consists of education around license program changes, licensing changes, and operational process announcements/changes. Additional examples of Microsoft training sessions include Licensing Solutions Provider (LSP) Readiness webinars. These multi-session webinars include various levels of education from 100 level up to 400 level trainings on topics such as license program changes, quoting new offerings in EA and Select Plus agreements, in-depth licensing scenarios (product varies by session), Azure Partner University, and Azure in Government. Additionally, your Licensing Specialists consistently attend Microsoft’s Partner network training, which include topics such as understanding O365 in Government, enterprise mobility training, partner enablement, and the Evolving EA. Our Licensing Specialists participate in similar training programs for our other major software partners, as applicable and when available.

CDW•G often releases trainings to our customers as well, such as during the time of major product announcements by our software partners. These webinars articulate how licensing or solution changes may impact them and their IT environment.

e. Identify a specific individual as the Principal Account Representative (PAR) for each State, who will serve as the sole point of contact for the State Contract Manager. Include the PAR’s years of experience with the Bidder, years of experience in their current role, the city/state/country where they will be located when providing services under the Contract, any certifications/competencies from Software Publishers, and a summary of their Resume. If the same individual will serve as the PAR for more than one State, enter “See [name of State]”, where [name of State] is the State under which information for the PAR is provided.

Massachusetts: For contract specific inquiries the primary point of contact is Deputy Program Manager Yolanda Blomquist. Yolanda has nearly fourteen years’ experience managing some of our largest contracts. Yolanda works out of our Chicago office, where she currently manages our other agreements with the Commonwealth as well as our software agreements with Illinois, Maryland, Virginia, Wisconsin, and Florida, among others. She holds a Bachelor degree in Business Administration and Management, is an active participant in the National Contract Management Association, and consistently takes internal trainings to keep up to date with our systems, processes, and offerings.

If the contracting officer is seeking software expertise, they can reach out to Licensing Account Executive, Gabe Arias. Gabe has supported our customers in this role four nearly four years. As a field based representative, Gabe travels all over the U.S. to meet with our customers. His day to day activities include managing multiple government contracts, addressing complex licensing and product questions and scenarios with our customers, and supporting Account Teams to better service our customers. He proactively supports our customers’ software needs by providing Quarterly Briefings, detailed software trending analysis, and technology briefings. Prior to his role at CDW•G, Gabe held the title of software product specialist for global accounts at Dell and for ASAP software. He holds a Bachelor’s degree in Marketing, a Licensing Overview Assessment Certification from Microsoft, and a VMware VSP 5.5 certification. Gabe remains an active participant in vendor training programs of our partners, such as Microsoft, VMware, McAfee, and Citrix, among others. We will provide Gabe's contact information upon award.

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If either Yolanda or Gabe leaves their roles in the organization, we will propose the replacements credentials to the Commonwealth’s Contract Manager, who will be allowed to interview and accept/reject the replacement, if desired. If the Contract Manager requests a replacement PAR, we will quickly dedicate a contact with desired qualifications and experience.

New Jersey: See Massachusetts, where Massachusetts is the State under which information for the PAR is provided

Rhode Island: See Massachusetts, where Massachusetts is the State under which information for the PAR is provided

Vermont: See Massachusetts, where Massachusetts is the State under which information for the PAR is provided

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9. Incident Escalation (RFR Section 3.2.2.2) Provide an incident escalation path for each State, showing the name, contact information, and role of individuals to whom problems should be escalated if they are not resolved by primary assigned contacts or by escalation to the next level.

MA: If there if an Eligible Entity feels their request is not receive proper attention from their AM, they can reach out to our Sales Managers dedicated to the contract. For our MA and VT customers, Sales Manager Sean Hart will quickly work to resolve the issue; Sales Manager Kevin Cucuel will do the same for NJ and RI eligible entities. Sean and Kevin are located in Shelton, Connecticut. For non-critical incidents, we commit to a response time of four business hours from these individuals; critical issues will escalated as appropriate to the severity of the incident. Sean can be reached at or Kevin is reachable at or

The Commonwealth should be confident the contract has the appropriate level of Executive Sponsorship within CDW•G as well. Jon Mazella, Sr. Sales Manager of State and Local Sales; David Hutchins, State and Local Government Sales Vice President; and Harry Zoberman, Vice President of software solutions are all high level points of contact focused on the success of this agreement. They each have extensive knowledge of the Commonwealth’s software agreement, Harry with prior experience supporting previous incumbent’s agreements; Jon and David collaborating with the Commonwealth and sharing industry best practices. If an incident needs further escalation, Sean and Kevin will quickly forward up the chain to Jon, David, or Harry, dependent on the subject of the incident. The Commonwealth can expect a response time of one business day for issues non-critical issues escalated to Jon, two business days for those escalated to David or Harry.

Harry, Jon, and David have also been leading the effort of leveraging our OEM and distribution partner relationships to provide additional value to Eligible Entities and ensure everyone is committed to the processes and resources needed in order to provide the high level of customer service these Entities deserve. If an issue arises with a manufacturer or distribution partner, they have the best points of contacts committed to quickly resolve these issues as well.

Measuring Our Success At CDW•G we take customer feedback seriously and have the following processes in place to ensure we can track and address feedback: • We conduct monthly loyalty surveys measuring customer perception and collecting information for several internal departments including shipping, billing, and customer relations. • Escalated issues are tracked and recurring areas addressed through process improvement and/or additional training. • Team leaders handle customer services matters whenever they are escalated. • “Poor” or “Fair” ranked responses are addressed by contacting the customer to determine the reason for this unsatisfactory response.

Corrective Action Plans Our goal is to minimize lapses in performance fulfillment, and there are many controls in place to ensure this goal is continually met. Some of these processes include: • We aim to respond to Return Merchandise Authorization (RMA) requests within 24 hours. • There is a 30 day return period for perpetual based licenses and 25 days for online services subscriptions (such as: Office 365) • When we see high volumes for particular types of Customer Service Requests (CSRs), or RMAs we make adjustments and evaluate process changes, as needed. • The Customer Relations Supervisor reviews all CSRs at the end of the day to ensure that we handle each CSR right away. • Customer Relations Quality Analysts audit 20 cases per Customer Relations Representative each month to ensure our representatives are meeting quality standards and that we are providing proper training.

CDW•G believes in providing our customers the level of service they need, quickly, which is why we keep our Account Teams informed and empowered to provide this exceptional support. The structure of our Account Teams allows Sales Managers to swiftly increase the level of support for our MA, NJ, RI, and/or VT ITS58 Software Reseller Response Form Page 47

customers during level of surges. If there is a trend in surges, our Sales Managers will address the issue with his/her Vice President, who will permanently increase the number of coworkers focused on that particular State’s agencies or institutions, if deemed necessary.

NJ: See Massachusetts, where Massachusetts is the State under which information for incident escalation is provided

RI: See Massachusetts, where Massachusetts is the State under which information for incident escalation is provided

VT: See Massachusetts, where Massachusetts is the State under which information for incident escalation is provided

10. Presales Assistance (RFR Section 3.2.4) a. Advice to customers seeking recommendations for a product to meet particular requirements Describe how the Bidder provides assistance to clients if they need information on products to meet a particular need, for example, a flow-charting package. Describe the type of information provided (Features? Cost? Market Share? Other?), and the sources from which it is gathered (Bidders must limit responses to one page or less).

For product recommendations, quotes, and other requests, Eligible Entities can reach out to their CDW•G Account Manager via phone, email, or fax. This information is displayed for each Eligible Entity on their CDW•G Account Center site, once logged in. Account Managers aim to respond to communication within 30 minutes to 2 business hours.

Whenever an Account Manager is out of the office, they designate a fellow coworker to assist their customers, so there is no gap in support. This designated backup will be Account Manager that supports other Eligible Entities, to ensure they are knowledgeable of the contract requirements. As an extra point of redundancy, Eligible Entities can also reach out to our CDW•G general sales support team at the following: Telephone: 800.808.4239, online chat at cdwg.com, or email: [email protected]. Our Connecticut-based team staffing these lines of communication is available Monday through Friday 8AM-8:30 PM ET.

When an Eligible Entity reaches out their CDW•G AM for a recommendation, or through their regular discussions with the Eligible Entity an AM uncovers there may be a need for support, the AM will discuss the particular requirements the Eligible Entity has, and suggest a number of options for the Eligible Entity to consider. If the solution is one the customer is fairly familiar with or is not complex, the AM can make a call to our Supplemental Presales Support Phone Line, our one-stop resource to help enable sales for simple questions on most products that CDW•G carries. The Supplemental Presales Support line helps the AM with product research; finding/researching competitive product info; simple design assistance; standard architecture assistance; and to find/assemble/validate presentations.

A few simple call prompts connects the AM in less than two minutes to a public sector, software specific resource to assist. After a call with the Supplemental Support Line, an Account Manager receives education and explanation to share with the customer and a bill of materials of the proposed solution for the AM to accurately craft a quote that meets the customer’s requirements. If needed, the AM may suggest the customer join the conversation with our Supplemental Presales Support team to allow the technicians to build the best solution while explaining how the solution addresses the specific business needs of the customer.

For complex requests or solutions, the AM will engage our software licensing team and their technology specialists, if needed. They present the customer’s need to the software licensing and solution architect and within 48 hours of the initial request, the group works out an offer/solution to present to the customer. The presentation includes features, cost analysis, licensing agreement/contract details (if applicable), interoperability with current environment, SaaS options (if available), actions needed to implement the solution, and any maintenance or software assurance programs that are available. Additional information can be included in the presentation, if requested and dependent on the OEM.

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This information could include market share information, ROI/TCO information, and lifecycle information, for examples.

For customers who are wary of making a large purchasing decision prior to using a software, we can secure trial versions of software from most of our OEM partners. Additionally, CDW•G is one of the select few LSPs that can provide the Microsoft Experience Center program. This program provides our customers a real life environment to experience the latest Microsoft Business Intelligence and Business Productivity tools. Our certified experts bring in new products and software and demonstrate their functionality as well as allow customers to try out the new features. For all other solutions, CDW•G offers our Technology Experience Center, which allows customers to try out a demo of the software outside of their own environment, make software comparisons, explore latest innovations to see if they will help achieve the customer’s business goals.

Once the customer determines the solution to purchase, the AM will work out the purchase details. As a value-added part of doing business with CDW•G, we provide assistance with negotiating Volume Licensing Agreements (VLA)s with software partners. Our Software Licensing Specialist offers assistance, guidance, best practices, and tips on cost saving measures.

The conversation does not end at purchase. CDW•G AMs and Licensing Specialists have a very methodical approach in managing agreements. This process is in place to ensure accuracy of licensing purchased, true up dates, and renewals. Our Licensing Specialists track the anniversary dates and expiration dates for each enrollment. We follow an internal process that requires the AM to send notification of annual payment 3 months, 2 months, and 1 month prior to anniversary date. We have also made it best practice to begin EA Renewal discussions 6 months prior to expiration of agreement. With 180,000+ software renewals processed yearly, the State can be sure that CDW•G has relevant experience, and is proven to execute on time renewals with minimal headaches, setting us above and beyond our competition.

b. Advice to customers regarding what options to select when acquiring new licenses i. Upgrade protection plans Upgrade/Support plans are often marketed with software. For some Eligible Entities, acquiring an upgrade protection plan is not cost effective. For example, if a Software Publisher’s upgrade protection plan costs 25% of the cost to purchase a new license, and the Eligible Entity only upgrades that type of software once every five years, unless the upgrade protection plan offers other advantages, it would not be cost effective for the Eligible Entity to acquire upgrade protection. Does the Software Reseller routinely take any steps to ensure that an Eligible Entity is not acquiring upgrade protection unnecessarily?

Yes No

If “Yes,” please explain and cite a specific example, if possible, of how this resulted in cost savings for an Eligible Entity.

Administrative Office of the US Courts - We hold a VMware BPA for the Administrative Office of US Courts (AOUSC). Through this BPA, CDW•G assists in finding appropriate licensing agreements and provides even deeper discounts to the contract’s VMware software and support. Recent results of this collaboration include when the AOUSC was utilizing the contract to purchase a VMware Enterprise Licensing Agreement, plus additional support products. Had the customers purchased from the contract outright, without consultation from their Account Team, they would have paid nearly $2.2 million for this order. However, their CDW•G AM stepped in before the order was placed, and assisted in finding the appropriate licensing level and options, realizing the customer $600,000 in savings.

This process is a distinct element of every software purchasing conversation our sellers have with customers. CDW•G’s Total Software Management approach is the methodical model with which our Account and Licensing teams approach our customer’s software solution needs. This

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process has four steps Asses, Validate, Deploy, and Manage. The pre-sales conversations we have with our customers are part of the assessment phase. We have these discussions to understand the customer’s current environment and purchasing habits in order to provide realistic suggestions. These conversations always include upgrade options as topic. If discussion alone does not provide the insight CDW•G needs to make an effective recommendation, the software team may recommend the customer participate in our no-cost License Review. The CDW License Review provides teams an easy-to-understand, at-a-glance overview of all software assets and licenses purchased across all departments and units. It helps assess the current productivity and financial state of a customer’s software, what unnecessary costs they are spending on licensing, and what holes exist in their current software environment that need to be filled.

Instead of a customer having to go to each software vendor to request a report, we begin with the Software License Review authorization form, which lists the many software vendors that might be part of an organization’s final timeline and report. After your team selects the vendors and software products to be included, CDW•G contacts all of them on your behalf. Your software Licensing Account Executive will return a Software License History Review and timeline within 10 days, compiling all software vendors and information into one easy-to-read format. We will then consult to provide specific recommendations for cost savings, such as whether or not a maintenance solution makes sense with the customer’s procurement policy, license consolidation, and a strategy for renewals.

CDW•G AMs will never include maintenance, or any additional purchasing options, on a quote without first discussing with the customer to ensure they understand the different maintenance levels that are available and what is included in the maintenance offer they select.

ii. Appropriate version Software is often bundled into different versions or suites, for example, Microsoft Office and Microsoft Office Professional. Some Eligible Entities may have no need for Access database software. Does the Software Reseller routinely take any steps to ensure that an Eligible Entity is not acquiring a more expensive product than is needed to meet their requirements?

Yes No

If “Yes,” please explain and cite a specific example, if possible, of how this resulted in cost savings for the Eligible Entity.

Yes, as mentioned above, a key part of our business model is to understand IT infrastructures from top to bottom. It would be much simpler for us to use an automated process for the management and renewal of software licenses, as many companies do, but using an automated approach alone results in mistakes and unhappy customers. We prefer to bolster automated elements with consultative touch points. Our Account Teams and their supporting resources are trained to help customers understand a variety of topics, including the appropriate version for their business needs. Not only do we provide recommendations for standard offerings, we leverage our extensive experience in the public sector to negotiate customized offerings with the OEM, when it makes sense. Our example is one such scenario where we advocated on behalf of a customer to go against standardization and right-size their solution.

CDW•G worked with a County Commissioners Association of Pennsylvania (CCAP) Enrollee around the execution of multiple profiles within their Enterprise Agreement. This customer has a very unique structure in the services they provide, and the user-base that depends on IT to provide those services. When initially working with Microsoft, CDW•G was told that “profiling” the users out was simply not an option. We were told this is no longer a practice Microsoft offers, and the customer was going to be forced to “standardize” on the same license type for all users in their environment, including a very unique group of users, whom technically are not even part of the agency. This would have impacted the customer’s cost significantly.

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Because of our experience in managing other state contracts, we were able to identify a similar scenario, for an agency of exact similarity as the CCAP enrollee, but in the State of Illinois. At the time, this customer in the State of Illinois was in a similar situation, but Microsoft was willing to make an exception to allow this customer to have a profiled user set. We were able to leverage this knowledge, and challenge Microsoft in that an exception was made for a similar customer in Illinois, so why would they not make the same exception with the CCAP enrollee? The end result was that they did make an exception for the CCAP enrollee. If it was not for CDW•G’s knowledge of other contracts, it is fair to say this exception would not have occurred. Our ability to act as an advocate for this enrollee helped them receive a fair licensing exception and keep their Microsoft licensing affordable.

iii. Appropriate platform – SaaS vs Premise-based Eligible Entities may also require assistance in determining whether to acquire premise-based licenses or use licenses via SaaS. In comparing the Total Cost of Ownership of each option, it is necessary to go beyond the cost of the software (or service) itself, and to consider any cost savings in terms of hardware and/or staffing that would result from choosing SaaS. Does the Software Reseller routinely and at no additional charge provide this level of assistance?

Yes No

If not, does the Software Reseller routinely at no additional charge provide any assistance to Eligible Entities in comparing the cost and other factors that should be considered in making a SaaS vs Premised Base licensing decision?

Yes No

If the answer to either of the above questions is “Yes,” please provide a description of what type of support for this type of decision is routinely provided at no charge to the Eligible Entity, and provide, if possible, a specific example or examples of how you assisted an Eligible Entity to develop a Total Cost of Ownership comparison between two or more options that took into account the specific circumstances of the Eligible Entity in addition to the direct costs of the software or service, or other specific example illustrating the level of decision support provided by your company:

Yes, CDW•G provides this support. In fact, platform appropriateness is as the forefront of every single software solution we offer. Cloud solutions are entirely customizable, so individual consultations, not blanket recommendations best serve our customers. Different scenarios and business cases dictate SLAs, data protection, and change order needs. We realize there are risks with cloud solution that are new to the industry. So, our legal and cloud services team are also part of the pre-sales conversation. They collaborate with customers executing cloud agreements, to ensure details are laid out to the customer, including who is hosting their data.

Many customers tend to look at the bottom line pricing on a Cloud/SaaS offering, forgetting to factor in their implementation costs. In addition to providing consultation on the licenses themselves, AMs also engage appropriate CDW•G technicians to provide an overview of the potential implementations costs when discussing on premise vs. SaaS. AM, technician, and Software Licensing Specialist work together and provide two quotes, on premise and SaaS, proving the customer a more comprehensive side-by-side analysis of their TCO.

Leveraging SaaS Solutions in the Education Arena Over the course of just a few weeks, CDW•G helped the IT staff at Cleveland’s Cuyahoga Community College migrate 90,000 student email accounts running locally on Microsoft Exchange 2003 to Exchange 2010 Online. CDW•G expedited access and negotiations with Microsoft, including allowing the college to exceed usual limits on the number of accounts that could be migrated each day.

The agility and scalability inherent in cloud services were some of the main reasons a cloud solution was recommended. The school serves working adults, who take courses as their

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schedules permit; the college maintains student accounts and provides access to resources even during gaps in students’ active enrollment. Going with a cloud solution allows the school to make necessary updates, even when students are not actively enrolled. Microsoft’s offer of free student licenses for Office 365 ProPlus has significantly changed the financial equation for the school as well. When evaluating the migration costs to the maintenance and license cost savings, the decision to move to a SaaS based solution made sense. The move will save the school money in the future while providing a much higher value to students at no extra cost.

SaaS Recommendations Based on Knowledge of Customer’s Environments

IL DOC Benefits From CDW•G’s Expertise in Cloud Transitions CDW•G has worked with the Illinois Department of Corrections for several years. In 2012, CDW•G assisted the DOC in making the decision to move their Dynamics CRM on premise Solution to a Cloud Based model. The Dynamics CRM acts as an inmate management solution for the Department of Corrections. Transitioning an on premise model to cloud was extremely sensitive, in making sure the license change was made properly, and without disruption to their service. CDW•G worked closely with Microsoft to structure the licensing properly, and effectively process the required documentation.

Department of State Microsoft BPA - CDW•G helped the Department of State (DoS) avoid a very costly and unnecessary $12.2 million solution that Microsoft was urging them to purchase. Having a better understanding of DoS project requirements, CDW•G assisted in the re- architecture of their environment; licensing on virtual processor cores instead of physical. After validating the new configuration with the DoS, the licenses were re-quoted and purchased by the DoS for $2.6 million. They applied the $9.4 million in savings to necessary infrastructure to accomplish their mission.

iv. Support for Education Eligible Entities Academic software VLAs and licensing may have very different requirements than those of non- Academic programs. For example, Microsoft’s EES program is based on employees rather than computers. Does the Software Reseller routinely provide presales assistance to academic/educational Eligible Entities in determining the appropriate licensing model for their institution for a particular product?

Yes No

If “Yes,” please explain and cite a specific example, if possible, of how this resulted in cost savings for the Eligible Entity. In addition, describe how the Software Reseller determines that an Eligible Entity meets the Software Publisher’s criteria for the program, and indicate whether the Software Reseller has any training or other practices to ensure that the Software Reseller representative is familiar with Software Publishers’ offerings/requirements for academic/educational Eligible Entities.

CDW•G’s segmented approach to our Account and Licensing teams allows us to focus our training and experience to provide maximum to the customers we serve. In addition to the training offered by our OEM partners, we require our AMs to participate in our own developed training, such as our Microsoft Solutions training. This training provides even more customized insight to the value CDW•G offers to the customers we serve, such as educational entities.

As mentioned in our response to Question 8, we have a large presence of Software Specialists that focus on specific software vendors for specific verticals. For example, the Academic Microsoft Licensing team consists of three Inside Licensing Specialists who work with the Account Management team as well as customers. We also have two field based Licensing Account Executives supporting customers and the sales teams. The majority of this team has over seven years’ experience working with Academic Microsoft licensing. During this time, the team receives continual training on new programs, agreements, processes, and products. Weekly calls and meetings help ensure all team members are well versed in all current

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Microsoft programs and procedures. The team is also responsible for training the Account Teams on this content so that they are well versed when having conversations with customers. The specialists are involved in the entire sales process from initial conversation, to quoting, to agreement creation, and order processing. The team also handles post sales agreement support and licensing questions to help customers maximize their investments.

CDW•G conducts a thorough investigation into the customers’ needs by asking specific questions about number of users, number of devices, product usage, and future goals. We then provide as many options as necessary for purchasing licensing, which may include both perpetual licensing and annual renewals. Depending on a customer’s refresh rate and FTE to Device ratio, a program such as EES may be recommended due to short and long term cost savings and overall benefits.

We are in the process of setting up a statewide EES Agreement for the state of Maine, in addition to offering Select Plus Agreements for each school. This will allow all schools in Maine the ability to purchase perpetual licensing through their own Select Plus Agreement while renewing products like Office on an annual basis for their FTE. This dual approach provides maximum cost savings and benefits to each customer, and allows each school to purchase the types of products and licensing that best fits their needs.

c. Aggregate Purchases In some cases, a Software Publisher may offer special pricing for aggregate purchases, wherein multiple Eligible Entities would have to agree to purchase software/services at the same time to achieve a higher level of cost savings. Have you have identified such opportunities for customers, and/or facilitated such an aggregate purchase?

Yes No

If “Yes,” please explain your process for identifying such opportunities and making your customers aware of them. Please cite a specific example, if possible, of how this resulted in cost savings for the Eligible Entity(ies).

As a part of our total software management methodology, our Licensing Account Executives (LAE) conduct regular business reviews and contract deep dives to help manage customers’ licenses over the course of their contract. Prior to software purchase and any renewals, our LAEs evaluate total spend, assets, usage and purchase history. Their recommendations will include any potential options that would optimize investment through vendor and contract consolidation; including volume transactional purchasing options or contractual volume agreements. Additionally, our Account and Software Teams will be educated in the nuances of the contract, and will inform the customer of any aggregate purchase opportunities specific to the contract or related entities that may be available to leverage.

University of Southern California -CDW•G is USC's primary software reseller, holding their Microsoft EES agreement. We recognized an opportunity for savings by aggregating the University's departments Microsoft purchases under one master EES agreement, to leverage the volume the University was purchasing as a whole. Even though the master agreement is leveraged, campus wide, each department still has their own portal; ability to manage their own licenses; and pay for their own usage out of their department's budget. Consolidating departments’ purchases under one EES agreement, as opposed to Microsoft’s Open Value option, provides USC with about a 3% savings on the majority of their desktop product purchases.

d. Other Presales Support Use the space below to describe any additional information you believe the SST will find helpful relative to your presales support practices. In addition, if your responses to the above sections b and c have not provided three specific examples of instances in which your advice to an Eligible

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Entity or State resulted in substantial cost savings, provide (if available) a sufficient number of examples to bring the total of examples up to three.

It is important that the Commonwealth understands that CDW•G does not compete on price alone and as a vendor –agnostic solutions provider, assisting with pre-sales recommendations is one of our strong suits. We are the number one reseller to many of our vendor partners, such as Microsoft, VMware, and Adobe. This is proof that we have the expertise, experience and resources to provide the best solution for all Eligible Entities. Our close relationships mean that we receive competitive price offers and timely notifications regarding product changes. This allows our AMs to keep customers appraised of new product releases, version changes, price changes, etc., all of which affect how Eligible Entities go about their purchasing.

While we have described parts our software practice in other responses, here is the full picture of our approach for exceptional management of purchasers’ software environment.

Value Added Services • Assessments including Software License Review, Demonstration Labs (such as our Microsoft Experience Center), Virtualization Assessment, Security Threat Check, and One-to-One Readiness, among others • Trial License Key Codes • Educational resources and important notifications including email notifications, webinars, CDW’s Solution blog, Software Simplified, and White Papers, among others • Software purchase reports • Available software promotions • Sponsored vendor events designed to keep Eligible Entities in the know of industry trends

Licensing Strategy Consultation • Current licensing assessment • Analysis of current and future needs • Discussion regarding procurement preferences • Multiple quotes for side by side comparison

Ongoing Licensing Strategy Sessions • New products • Software Assurance benefits utilization • Changes in licensing structure • Future procurement planning

Quarterly and Ad hoc reporting • Help manage maintenance agreements • Reminders for expiration sensitive products • Analyze of options for coterminous agreements • On-line reporting – Comprehensive reporting of all software purchases from CDW•G

Customized Procurement Plan • Multi-year license procurement roadmap • Detailed SA Benefits education • Promotions and discounts

License Agreements • Education on License Agreement Terms & Conditions • License Agreement setup and processing

Our expertise extends to everything from the evaluation process and technology planning to software purchasing and the contract management tasks ahead. CDW•G dedicates many resources to supporting our Account Teams in providing helpful insight on right-fit options for their customers’ specific needs. In fact, we have over 320 coworkers dedicated specifically to Software Licensing, Solution, and Services. We are cognizant of the contract’s order volume peaks and will prepare for

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the June busy season by right-sizing staffing levels, notifying OEM partners, and extending our hours of support, if necessary.

We believe you will find that our business model provides you with one of the best values that the industry has to offer for your software agreement, just as it does for your ITC47 and ITT50 contracts with CDW•G. Our resources and our value-added tools will provide a better purchasing experience for all Eligible Entities than what they currently receive for their software needs. We continue to evolve in order to maintain our leadership role, expand, and enhance our value proposition and better serve the Commonwealth and Eligible Entities.

11. On-line Software Catalog (RFR Section 3.2.6.1) The Bidder must propose a means of making any information needed to log in to the catalog available to any Eligible Entity who wishes to do so, whether by assigning different codes to each Eligible Entity or establishing a single set of login codes and distributing these codes to Eligible Entities. This method must not require any administrative tasks on the part of the Commonwealth’s Contract Manager.

For the contract, CDW•G will maintain a contract specific website, called a Premium Page. This site has nearly all of the same functionalities as our website cdwg.com, with contract pricing listed for each item available on contract. The site requires no login to view, so our Account Teams and the Commonwealth can easily direct Eligible Entities to the site to demonstrate the competitive pricing available. The page also allows customers to perform quick product searches and to “comparison shop” by viewing side-by-side product descriptions. Specific to this contract, they can also view descriptions of our most popular vendor partners’ licensing programs from our newly created software licensing center. This takes the hassle out of downloading data from multiple manufacturer websites and provides a full library of helpful resources to educate on software licensing.

To continue with a purchase, users must enter a unique ID and password, at which point Eligible Entities can quickly track their orders and quotes. The website provides a trustworthy way to easily choose and order new licenses and products on the contract; it is a key element in our effort to expand the contract’s reach. The contract pricing will continue to be displayed for all items. Additionally, when logged into this account, they can add products from any of their available contracts, all on one order.

If a customer does not currently have a CDW•G Account Center set up and would like to utilize this tool, they can complete a simple registration process, in which they select their own login ID and password for their customized site. Functionalities of the site include: • Track orders and shipments • Connect with their Account Team • Manage applicable purchases and payments • Review consistent, contract-compliant pricing • Promote IT standards • Set shipping preferences and manage contact information • Control access to features and information throughout their organization

This tool makes working with CDW•G easier and more efficient. On this site, Eligible Entities can compare products, find compatible accessories, and select from a number of shipping options. However, this site offers more than ordering functions. Eligible Entities can track spend history, manage assets, and create customized reports. If customers need assistance, they can reach an account manager, chat with, or email a customer service representative, as well as place and review RMA requests.

Entities can also reach out to their AM to request scheduled or Ad Hoc reports.

For Eligible Entities using procurement platforms, we offer no-cost integration support to connect the punchout system with our own. As of August 2014, we have integrated with 93 unique purchasing platforms and we have implemented e-Procurement integrations with over 6,000 customers on most of the major purchasing platforms.

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Below are examples of ecommerce methods we currently support for our customers: • TP (File Transfer Protocol) • EDIINT-AS1 • EDIINT-AS2 • HTTPS (HyperText Transmission Protocol, Secure) • VAN (Value Added Network)

We likewise provide level III/tier 3 credit card reporting and provide financial reports (invoices and histories) in different automated formats for compatibility with financial systems. While our website is compatible with third party e-commerce solutions, the CDW•G site is owned and managed in-house without reliance on third party support for our key web systems.

Our website is now processing over $2.4 billion per year in transactions. Additionally, we estimate the website assists with another $4 billion in sales that are finalized on the phone or via purchase order.

The extreme volume and business-critical nature of our website means we must focus on usability and uptime at all times. We employ over 200 in house IT personnel to keep the website accurate and running; their success is reflected in the less than 6 minutes of unplanned downtime last year - an uptime exceeding 99.997%.

12. Quote Guarantee (RFR Sections 3.2.6.3 and 3.2.6.7) Does the Bidder guarantee that quotes generated by the online catalog be guaranteed for 30 days, as is required for quotes provided by other means?

Yes No

For quotes provided by other means, the contract allows the Software Reseller to provide two quotes if there is a known price increase/decrease scheduled during the 30 days after the quote is provided. If the answer to the above question was “Yes,” how does the online catalog address that situation?

Once your Program Manager puts the contract structure into the system, the system updates the contract pricing automatically as we receive it from our OEM and Distributor partners. Our major partners send daily EDI downloads or real time information directly to our ordering and inventory system. While the site does not display pre-emptive pricing update, the structure of this contract management system does not allow any order to be placed if it includes any items priced above the contract price. No matter what form an Eligible Entity requests a quote, our Account Managers use one system to manage the process from quote to order placement. In fact, these systems allow us to centrally manage the majority of our key functions, including purchasing; inventory management; billing and collection of accounts receivable; sales and distribution.

As an extra level of scrutiny, CDW•G Account Managers review all quotes prior to placing an order. When the Account Manager goes to place the order, they will verify there were no price decreases in the timeframe between quote and order placement and no known price decreases available in the near future. If a decrease is expected, they will notify the customer in order to assess the offer. If an increase took place between the time of quote and order, the lower quote is leveraged. Once verified with the customer, the AM processes the quote providing the greatest cost savings and delete any others.

We recommend Eligible Entities reaching out to their AM for volume purchases. With our Software Licensing Specialist, they will leverage the advanced knowledge of the lifecycle of our OEM partners volume licensing programs, to create a best valued solution.

The Program Manager regularly conducts self-audits to ensure pricing compliance and takes corrective action, when needed. Updates take just 24 hours to display to the customer, if any changes to the contract price structure are need ed.

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13. Delivery Timeframe – Shipped Items (RFR Section 3.2.7.2) The RFR requires delivery within a maximum of ten days after receipt of a valid order, with exceptions as specified in this section. A shorter guaranteed delivery time is desirable. Please indicate, in business days, the Software Reseller’s maximum delivery time for software delivered via a physical shipment.

3 business days after valid receipt of order. We will ship replacements for defective software via overnight shipping.

14. Delivery Timeframe – Electronic Delivery (RFR Section 3.2.7.3) The RFR requires electronic delivery within a maximum of three days after receipt of a valid order, with exceptions as specified in this section. A shorter guaranteed delivery time is desirable. Please indicate, in business days, the Software Reseller’s maximum delivery time for software provided by electronic delivery.

3 business days after valid receipt of order. If shorter timeframe is needed, we can often escalate through our distribution partners for rush needs, on a case-by-case basis.

15. Incorrectly Delivered Software / Defective Products (RFR Section 3.2.7.5) Does the Bidder routinely track RMAs (Returned Merchandise Authorizations), and retain the information in a format that can be queried? Yes No

If “Yes,” what information is retained relative to the reason for the RMA? The specific metrics that we use to track returns include: Number of Return Merchandise Authorizations (RMAs) Invoice to RMA ratio Dollar amount of returns Returns as a percentage of sales

CDW•G is able to track these metrics specific to each the State and each Eligible Entity.

We also track the reason for each return at the State and Entity level. Eligible Entities can request, track, and run reports on RMAs via their CDW•G Account Center, the no-cost procurement toolset accessible at cdwg.com. Account Managers and Deputy Program Manager, Yolanda Blomquist can provide this information, as requested. We also leverage this information on a company-wide scale to make appropriate changes as necessary. For example, a high volume of returns that were damaged in shipment would lead us to audit the carrier and review product packaging.

CDW•G also monitors how quickly and efficiently our Customer Relations staff handles RMA requests. We aim to respond to RMA requests within 24 hours.

Does the Bidder agree to provide reports at the State level and Eligible Entity level concerning the number of, and reasons for, RMAs? Yes No

16. Software Upgrades / Patches (RFR Section 3.2.10) Are there currently any instances where the Software Reseller, rather than the licensees, receives version upgrades, patches, revisions to software use rights, or other materials that Eligible Entities who license the affected products need in order to use the software to best advantage?

Yes No

If yes, please describe how the information/software is made available to the Eligible Entities who license the affected products.

This information comes directly from the Software Publisher. However, we will assist the Eligible Entity as necessary to enable them to obtain such releases or updates from the Publisher, as applicable. Our manufacturer partners often provide information regarding changes of licenses to our Account Teams and Licensing Experts so they can provide assistance, if a customer reaches out to them with a question or

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concern. CDW•G can also put links on our contract ordering site for quick access to the websites containing patch information for the contract's most popular OEMs, if requested by the Commonwealth.

17. Customer Satisfaction Surveys (desirable) (RFR Section 3.2.12.3) Does the Bidder agree to conduct customer satisfaction surveys and provide the results of the survey to the State Contract Manager prior to the quarterly Contract Review meeting?

Yes No

18. Implementation/Transition (RFR Section 3.2.13) Discuss the process to be followed to implement the new contract, including tasks and timeline. It is expected that the contract will be awarded on or about June 1, 2015. No orders will be issued under ITS58 until July 1, 2015 at the earliest. It is expected that States will extend their current Software Reseller contracts if necessary to allow time to transition from ITS42 to ITS58. Bidders should review the list of Software Publishers in Appendix 6 and describe how they will establish agreements with the Software Publishers or otherwise arrange for the Eligible Entities to continue to obtain software, maintenance and services. Any tasks which the Commonwealth is expected to undertake should be detailed. It is desirable that the Commonwealth’s involvement be limited to designating a different reseller (if necessary) for Volume License Agreements.

Bidders must also describe how Volume License Agreements will be transitioned.

CDW•G has access, through direct relationships and through our more than 130 distribution partners, to the vast majority of the software available in the industry; this includes all Tier I and Tier II vendors defined by the Commonwealth. As these relationships are already in place, we can easily connect with each source to procure the software requested and there will be no lapses your Entities abilities to procure the solutions they desire. If there are OEMs that we can establish a direct relationship with to provide further benefit to the Commonwealth, our Product and Partner Management (PPM) team will focus on developing those relationships and seeking further customer incentives. The Commonwealth should be sure this team is effective at what they do; on average, we add more than 100 new partners each year.

If awarded this contract, CDW•G has the necessary processes in place to ensure a seamless transition from your current contract-holder. For most OEMs, there is no transitional paperwork to be completed. However, for those that do have a structure process, we will manage these tasks. The method we follow for Microsoft transitions follows, we will follow a similar methodology for any other OEM that has a transition process. CDW•G can accomplish the transition within the thirty day timeframe noted by the State, upon Microsoft accepting a M15 amendment that we shall submit. This amendment expedites the effective date of the change of reseller paperwork.

Your dedicated Account Team will work with Microsoft from the onset to ensure that any agreements nearing renewal are made a priority, since we understand that agreements lapsing during such transitions are a valid concern of Commonwealth and Eligible Entities. We will also work with each Entity to determine their individual needs for this contract; keeping aspects of the current process that they like, and addressing those that they view as needing work, in order to develop solutions that fulfill all of their requirements and make their Microsoft procurement experience as easy as possible.

Gabe Arias, your Licensing Account Executive, will take responsibility for the transition and will process the required documents with Microsoft. Once the appropriate Microsoft documents are reviewed and signed, we will begin the transition to the updated Microsoft contract. Below are the necessary steps that need to be taken in order to ensure successful transition from the incumbent to CDW•G:

Transition of customer information from incumbent to awardee: • All customer agreement information (location, contact, licenses owned/purchased, expiration) will become available to the awarded reseller upon execution of the following steps: o Upon award, the State must notify Microsoft and the incumbent in writing, of their intent to change LSP per the newly awarded contract

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o The State will notify Microsoft and the incumbent via a Change of Direct or Large Account Reseller form (to be provided by CDW•G) o The Change of Direct or Large Account Reseller form will need to be provided for each Microsoft Master Agreement the Commonwealth has available. o Upon receipt of the Change of Direct or Large Account Reseller Form, the Microsoft Licensing Executive will provide the awarded LSP a list of enrollments (via attachment) under each Master Agreement. o Authorized personnel at the Commonwealth will sign all required Change of Direct or Large Account Reseller forms and return to CDW•G for processing to Microsoft. o CDW•G will process the signed forms, along with attachments (listing enrollments) to Microsoft (MSLI) for processing. o Microsoft will process the change, and it will be effective 30 days from the date of the Commonwealth’s signature, or earlier if an expedited request is made o Once the effective date has occurred, CDW•G will have visibility into all enrollments, which will provide access to annual anniversary dates, expiration dates, future billings, contact information and Software Assurance Benefits. o Upon having visibility in to the agreements, CDW•G will work diligently to obtain reporting which will allow us visibility into future billings (Anniversary date payments), in order for us to begin notifying customer of existing or upcoming payments that will be due. We will also then begin our EA Renewal best practices, and reach out to upcoming expiring agreements, to begin providing quotes, licensing discussions, and advisement, in order to meet on time renewal objectives for the Commonwealth, CDW•G, and Microsoft. • Any particular Customer issues or concerns for which the awardee should be aware o Upon contact information being provided by the Commonwealth, CDW•G will reach out to the incumbent to understand any open issues or concerns we should be aware of. We would hope the incumbent is willing to be responsive and share this information, and intend to make multiple attempts to obtain feedback, should the incumbent be nonresponsive. If however they incumbent is not willing to provide feedback, CDW•G will utilize our already existing relationships with the many government and academic customers throughout the States to understand if their individual organization had any open issues or concerns. CDW•G will also work closely with our partners at Microsoft, to understand the same. • Agreement tracking process to assist Customers in ensuring that there are no lapses in Customer agreements with regard to renewals; o Our “hit the ground running” approach is described above, as it relates to ensuring there are no lapses in agreements and customers being notified of annual payments well in advance. As soon as we have visibility into the Master Agreements, we can begin this process. Additionally, upon award, CDW•G will begin working with Microsoft directly to understand which agreements are expiring in upcoming months. This is to allow us to get even further ahead of working the EA Renewal process, which in turn will provide customers enough time to properly plan for their EA Renewal. We do not want any customer to feel rushed to renew, thus our approach and communications with Microsoft will help achieve this goal. • Risk mitigation processes and procedures o This has been described in our contingency plans for the effective date amendment, communication with Microsoft regarding open issues/concerns, and open communication with Microsoft as it relates to upcoming expiring agreement. • Communications plan. o Throughout the transition process, your dedicated Licensing Specialists, along with your dedicated Account Manager, Glen Brown, will keep the Commonwealth abreast to current stage of the process, next steps, and execution. The team is open to communication via conference calls, emails, and onsite meetings.

Your dedicated Account Team, including the Account Managers, Management, Licensing Specialists, Technology Specialists, and your Program Manager will work with the Commonwealth throughout the contract to successfully execute and manage the contract to its fullest benefit to each Eligible Entity.

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19. Emergency Response Plans / Preparedness (RFR Section 3.2.15) The Bidder’s Response should indicate whether there is a written Continuity of Operations Plan (COOP) that describes how the company will continue to do business in case of an emergency. In addition, the Bidder should supply a list of emergency contact information including name, position/title, phone, email and cell phone.

This information will not be considered in the evaluation of the Response.

CDW•G is committed to business continuity and has a complete Business Continuity Program (BCP) for resuming our own business operations and for assisting our customers. Our recovery strategies include: drop shipping, redundant IT systems, alternate office space, Sungard recovery services, and dual distribution centers. In an emergency situation, the Commonwealth should be confident that CDW•G will work with you to ensure that systems are up and running as quickly as possible to minimize downtime. The emergency contacts for the contract will be Sales Managers Sean Hart and Kevin Cucuel. Their contact information can be found in our response to Question #9, Incident Escalation.

20. Software available at a lower price to Eligible Entity (desirable) (RFR Section 3.3.5.3) Does the Bidder propose to provide software with lower than the maximum markup if a higher markup would result in a cost to the Eligible Entity higher than the Software Publisher’s published list price, or offer made by the Software Publisher directly to the Eligible Entity?

Yes No

21. Does the Bidder agree to exhibit at MASSbuys? (RFR Section 3.5 - Massachusetts only) Yes No

22. Quarterly Report Fields (RFR Section 3.6.5.1.2 and 3.6.5.1.3) Does the Bidder agree to provide a “Yes” or “No” response to the optional reporting columns referenced in this Section (License, Maintenance/Support, Media, Other Services)? Yes No

23. Reports Generated by State Contract Managers (RFR Section 3.6.5.2.1) It is desirable that the State Contract Managers have the ability to generate reports using a report template or other easy to use query tool such as Access. Information must be maintained and accessible for the life of the Contract. Reports must be downloadable in comma delimited format or in Excel. Available fields will be the same as those required for the Quarterly Spreadsheet Report, except that Vendor Name and reporting period are not necessary. Does the Bidder agree to provide this capability? Yes No

24. All Bidders must agree to participate in the Commonwealth Electronic Funds Transfer (EFT) program for receiving payments, unless the Bidder can provide compelling proof that it would be unduly burdensome. Does the Bidder agree to participate in EFT? (RFR Section 6.3.2.1.1) Yes No

If “No,” provide compelling proof below that EFT is unduly burdensome for the Bidder’s company

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Adobe Certification/Competency Title Brief Description No. Employees Adobe Associate Creative Cloud for Teams 71 Adobe Certified Sales Professional Master 6 Certified Sales Professional Adobe Software Asset Management 1 Services Certified Sales Professional Adobe Digital Publishing 6 Certified Sales Professional Adobe ProVideo 5 Adobe North America Government Specialization 1 Adobe Acrobat X TCO Channel Sales Training 7

IBM No. Certification/Competency Title Brief Description Employees IBM Certified Deployment Professional - Tivoli Storage Manager V6.2 2 IBM Certified Deployment Professional - Tivoli Storage Productivity 2 Center V4.1 IBM Certified Deployment Professional - Tivoli Storage Productivity 2 Center V4.2 IBM WebSphere Portal Family Sales Professional v1 2 ISW 9.7 and Smart Analytics Technical Professional v1 2 Social Software and Unified Communications Sales Professional v1 2 IBM Certified Solution Architect - Cloud Computing Infrastructure V1 2 IBM Certified Solution Developer - IBM WebSphere Portal V6.1 2 IBM Certified Solution Implementer SmartCloud Notes Hybrid Config.& 2 Onboarding Data Trf IBM Certified Solution Implementer - WebSphere DataPower SOA 2 Appliances Firmware V3.8.1 IBM Certified System Administrator - IBM Lotus Sametime 8.5 2 IBM Certified System Administrator - IBM WebSphere Portal V6.1 2 IBM Certified System Administrator - Lotus Notes and Domino 8.5 2 IBM Certified System Administrator - WebSphere Application Server 2 Network Deployment V6.1 IBM eServer Certified Systems Expert - pSeries HACMP for AIX 5L 2 IBM Exceptional Web Experience Sales Professional v1 2 IBM Lotus Sametime Unified Telephony Basic Technical Sales 2 Professional v1 IBM Lotus Sametime Unified Telephony Entry Technical Sales 2 Professional Test v1 IBM Netezza Technical Mastery Professional v1 2 IBM PureApplication System Technical Sales Professional v1 2 IBM Rational Foundational (IT) Solution Sales Professional v1 2 IBM B2B Integration Technical Professional v1 1 IBM B2B Integration-Network-Managed File Transfer Sales 1 Professional v1 IBM Certified Administrator - Cognos 10 BI 1 IBM Certified Administrator - Cognos 8/10 BI 1 IBM Certified Administrator - Tivoli Storage Manager - V6.1 1 IBM Certified Administrator - Tivoli Storage Manager V6.2 1 IBM Certified Administrator - Tivoli Storage Manager V6.3 1 IBM Certified Advanced Application Developer - Rational Application 1 Developer v7 IBM Certified Advanced Database Administrator - DB2 UDB V8.1 for 1 Linux UNIX and Windows IBM Certified Advanced System Administrator - Lotus Notes and 1 Domino 8 IBM Certified Advanced System Administrator - WebSphere Application 1 Server Network Deployment V6.1 IBM Certified Application Developer - Rational Application Developer for 1 WebSphere Software V6.0 IBM Certified Application Developer - Rational Application Developer v7 1 IBM Certified Application Developer - WebSphere Commerce V6.0 1 IBM Certified Application Developer - WebSphere Transformation 1 Extender V8.2 IBM Certified Associate - Notes and Domino 1 IBM Certified Associate - SPSS Modeler Data Analyst 1 IBM Certified Associate - SPSS Modeler Data Mining 1 IBM Certified Associate - Tivoli Identity Manager V5.1 1 IBM Certified Associate - Tivoli Storage Manager v6.2 1 IBM Certified Associate - Tivoli Storage Manager V6.3 1 IBM Certified Associate BPM Developer - WebSphere Lombardi Edition 1 V7.2 IBM Certified Associate Program Manager - IBM BPM Blueprint; IBM 1 WebSphere Lombardi Edition V7.1 IBM Certified Database Administrator - DB2 Universal Database V8.1 1 for Linux UNIX and Windows IBM Certified Database Associate - DB2 9 Fundamentals 1 IBM Certified Database Associate - DB2 Universal Database V8.1 1 Family IBM Certified Deployment Professional - Storage Productivity Center 1 V5.1 IBM Certified Deployment Professional - Tivoli Composite Application 1 Manager for WebSphere v6.1 IBM Certified Deployment Professional - Tivoli Directory Server V6.1 1 IBM Certified Deployment Professional - Tivoli Directory Server V6.3 1 IBM Certified Deployment Professional - Tivoli Endpoint Manager V8.2 1 IBM Certified Deployment Professional - Tivoli Identity Manager V5.0 1 IBM Certified Deployment Professional - Tivoli Provisioning Manager 1 V7.2.0.2 IBM Certified Deployment Professional - Tivoli Storage Manager V5.4 1 IBM Certified Deployment Professional - Tivoli Storage Manager V6.1 1 IBM Certified Deployment Professional - Tivoli Storage Manager V6.3 1 IBM Certified Deployment Professional - TotalStorage Productivity 1 Center V3.3 IBM Certified Designer - Cognos 8/10 BI Reports 1 IBM Tivoli Automation Sales Professional v4 1 IBM Tivoli Storage Solution Sales Professional v3 1 IBM Unica Enterprise Campaign Technical Professional v1 1 IBM WebSphere Solution Sales Professional v5 1 ICS SmartCloud for Social Business Sales Professional v1 1 ICS Social Software Sales Professional v2 1 Information Management Content Management OnDemand Technical 1 Professional v1 Information Management Optim Technical Professional v2 1 Lotus Solution Sales Professional v2 1 Rational AppScan Solution Sales Professional v1 1 Tivoli Automation Solution Sales Professional v3 1 Tivoli Security Solution Sales Professional v3 1 Tivoli Storage Manager Technical Sales Professional (v1) 1 Tivoli Storage Solution Sales Professional v1 1 Tivoli Storage Solution Sales Professional v2 1 WebSphere Solution Sales Professional v3 1 WebSphere Solution Sales Professional v4 1 IBM Certified Specialist - Rational AppScan Standard Edition 1 IBM Certified Solution Advisor - Cloud Computing Architecture V1 1 IBM Certified Solution Advisor - Cloud Computing Architecture V2 1 IBM Certified Solution Advisor - Tivoli Storage Solutions V2 1 IBM Certified Solution Advisor - Tivoli Storage Solutions V3 1 IBM Certified Solution Designer - Rational Performance Tester 1 IBM Certified Solution Developer - WebSphere IIS DataStage 1 Enterprise Edition V7.5 IBM Certified Solution Developer - WebSphere Integration Developer 1 V6.1 IBM Certified Solution Developer - WebSphere Portal V5.1 1 IBM Certified Solution Developer - XML 1.1 and Related Technologies 1 IBM Certified System Administrator - IBM Lotus Sametime 8.0 1 IBM Certified System Administrator - Lotus QuickR 8.1 for IBM 1 WebSphere Portal IBM Certified System Administrator - WebSphere Application Server 1 Network Deployment V6.0 IBM Certified System Administrator - WebSphere Application Server 1 Network Deployment V7.0 IBM Certified System Administrator - WebSphere Commerce V6.0 1 IBM Certified System Administrator - WebSphere MQ V7.0 1 IBM Certified System Administrator - WebSphere Portal V5.1 1 IBM Certified System Administrator - WebSphere Process Server, V6.1 1 IBM Cognos Business Intelligence Sales Professional v1 1 IBM Cognos Business Intelligence Sales Professional v2 1 IBM Cognos Foundational Sales Professional 1 IBM Cognos Midmarket Foundational Solution Sales Professional v1 1 IBM Commerce Solutions Order Mgmt Technical Professional v1 1 IBM Commerce Solutions Selling Technical Professional V1 1 IBM Commerce Solutions Selling/Order Mgmt Sales Professional v1 1 IBM Coremetrics Technical Professional v1 1 IBM Datacap Taskmaster Capture Practical Application Technical 1 Professional v1 IBM Datacap Taskmaster Capture Product Fundamentals Technical 1 Professional v1 IBM Datacap Taskmaster Capture Solution Sales Professional v1 1 IBM Digital Marketing Optimization Sales Professional v1 1 IBM Enterprise Marketing Management Solution Sales Professional v1 1 IBM Government Industry Solutions Sales Professional v1 1 IBM Information Management Information Server Technical Sales 1 Professional (v1) IBM Information Management Optim Technical Sales Professional 1 IBM Information Management Solution Sales Professional v4 1 IBM InfoSphere Guardium Technical Professional v1 1 IBM Initiate Master Data Service Professional v1 1 IBM Initiate Master Data Service Solution Sales Professional v1 1 IBM Lotus Notes & Domino Technical Sales Professional v2 1 IBM Lotus Sametime Unified Telephony Intermediate Technical Sales 1 Professional v1 IBM Lotus Sametime Unified Telephony Sales Professional v1 1 IBM Managed File Transfer Technical Professional v1 1 IBM Netezza Solution Sales Professional v1 1 IBM PureApplication System Sales MasteryTest v1 1 IBM Rational IT Solution Sales Professional v2 1 IBM Smart Analytics Solution Sales Professional v1 1 IBM SmartCloud for Social Business Technical Sales Professional v3 1 IBM Smarter Cities Solution Sales Professional v1 1 IBM SPSS Predictive Analytics Solution Sales Professional v1 1 IBM Intelligent Operations Center Technical Professional v1 1 IBM IOC Intelligent Transportation Technical Professional v1 1 IBM Certified Specialist - Power Systems Sales for AIX and Linux 15 IBM Certified Specialist - Power Systems Sales for IBM i Operating 12 System IBM Certified Sales Specialist - Power Systems with POWER7 and AIX 11 - v1 IBM Certified Sales Specialist - Power Systems with POWER7 and IBM 8 i - v1 IBM Certified Specialist - Storage Sales V2 7 IBM Certified Specialist - Midrange Storage Technical Support V2 6 IBM Certified Specialist - Enterprise Storage Technical Support V2 5 IBM Certified Specialist - IBM System p Solutions Sales V5.3 5 IBM Certified Specialist - Power Systems Technical Support for AIX and 5 Linux IBM Certified Specialist - Power Systems Technical Support for i 5 IBM Certified Specialist - Storage Sales Combined V1 5 IBM Certified Specialist - System x Technical Principles V10 5 IBM Certified Technical Sales Specialist - Power Systems with 5 POWER7 and AIX - v1 IBM Certified Technical Sales Specialist - Power Systems with 5 POWER7 and IBM i - v1 IBM Certified Specialist - Distributed Systems High Volume Sales v1 4 IBM Certified Specialist - High Volume Storage Fundamentals V1 4 IBM Certified Specialist - High-End Disk for Open Systems V2 4 IBM Certified Specialist - IBM Storage Sales Version 9 4 IBM Certified Sales Expert - Power Systems with POWER7 - v1 4 IBM Certified Specialist - Storwize V7000 Technical Solutions V1 4 IBM Certified Specialist - XIV Storage System Technical Solutions 4 Version 1 IBM Certified Systems Expert - IBM BladeCenter V4 4 IBM Certified Specialist - High-End Tape V6 3 IBM Certified Specialist - IBM BladeCenter V4 3 IBM Certified Specialist - PureFlex Systems Sales V1 3 IBM Certified Specialist - PureFlex Technical Support V1 3 IBM Certified Specialist - System x Sales V5 3 IBM Certified Specialist - System x Sales V6 3 IBM Certified Specialist - System x Technical 3 IBM Certified Specialist - XIV Storage System Technical Solutions V3 3 IBM Certified System Administrator - AIX 6.1 3 IBM Certified Solution Specialist - Systems Management Technical 2 Support IBM Certified Specialist - High End Disk Solutions Version 5 2 IBM Certified Specialist - High-End Disk for Mainframe Version 6 2 IBM Certified Specialist - High-End Disk for Open Systems Version 1 2 IBM Certified Specialist - High-End Tape Solutions Version 5 2 IBM Certified Specialist - IBM eServer zSeries Sales V1 2 IBM Certified Specialist - IBM Storage Sales Version 8 2 IBM Certified Specialist - iSeries Solution Sales eServer i5 and i5/OS 2 V5R3 IBM Certified Advanced Technical Expert - IBM System p5 2006 2 IBM Certified Advanced Technical Expert - Power Systems with AIX V2 2 IBM Certified Specialist - Storage Enterprise Technical Support V1 2 IBM Certified Specialist - Storage Networking Solutions V2 2 IBM Certified Specialist - Storage Networking Solutions Version 4 2 IBM Certified Specialist - System p Technical Sales Support 2 IBM Certified Specialist - System x Sales V3 2 IBM Certified Specialist - System x Sales V4 2 IBM Certified Specialist - System z Sales V3 2 IBM Certified Specialist - XIV Storage System Technical Solutions 2 Version 2 IBM Certified Systems Expert - Enterprise Technical Support for AIX 2 and Linux IBM Certified Systems Expert - Enterprise Technical Support for AIX 2 and Linux -v2 IBM Certified Systems Expert - High Availability for AIX Technical 2 Support and Administration IBM Certified Systems Expert - System x Technical V6 2 IBM Certified Systems Expert - Virtualization Technical Support for AIX 2 and Linux IBM Certified Systems Expert - XIV Replication and Migration Services 2 V1 IBM Certified Solution Expert - Dynamic Infrastructure Technical Leader 1 IBM Certified Specialist - Distributed Systems Storage Solutions v7 1 IBM Certified Specialist - Dynamic Infrastructure Business Resilience 1 Technical Design IBM Certified Specialist - Dynamic Infrastructure Energy Efficiency 1 Design IBM Certified Specialist - Dynamic Infrastructure Virtualization and 1 Consolidation Technical Design IBM Certified Specialist - High End Disk Solutions Version 4 1 IBM Certified Specialist - High End Tape Solutions Version 3 1 IBM Certified Specialist - High End Tape Solutions Version 4 1 IBM Certified Specialist - High Volume Storage Fundamentals V2 1 IBM Certified Specialist - High-End Tape Technical Solutions V7 1 IBM Certified Specialist - IBM eServer zSeries Technical V1 1 IBM Certified Specialist - IBM Optim Implementation for Distributed 1 Systems (2009) IBM Certified Specialist - IBM Storage Sales Version 7 1 IBM Certified Specialist - Midrange Storage Sales V1 1 IBM Certified Specialist - Midrange Storage Technical Support V1 1 IBM Certified Specialist - Midrange Storage Technical Support V3 1 IBM Certified Specialist - Open Systems Storage Solutions Version 5 1 IBM Certified Specialist - Open Systems Storage Solutions Version 6 1 IBM Certified Infrastructure Systems Architect 1 IBM Certified Advanced Technical Expert - System Storage 2007 1 IBM Certified Advanced Technical Expert - System Storage 2008 1 IBM Certified Advanced Technical Expert - System Storage 2009 1 IBM Certified Specialist - Storage Networking Solutions Version 3 1 IBM Certified Specialist - Storage Sales for High-End Tape Version 1 1 IBM Certified Specialist - Storwize V7000 Technical Solutions V2 1 IBM Certified Specialist - System p Administration 1 IBM Certified Specialist - System Storage DS8000 Technical Solutions 1 V3 IBM Certified Specialist - System z Sales V6 1 IBM Certified Specialist - System z Solutions Sales V5 1 IBM Certified Specialist - System z Technical V5 1 IBM Certified Specialist - Systems Storage Sales for DS5000 v1 1 IBM Certified Specialist - TotalStorage Networking and Virtualization 1 Architecture Version 2 IBM Certified Systems Expert - System x High Performance Servers 1 Technical Support V4 IBM Certified Systems Expert - System x Sales Expert V1 1 IBM Certified Systems Expert - System x Sales Expert V3 1 IBM System Storage Sales Professional V2 1

Microsoft Certification/Competency Title Brief Description No. Employees Microsoft Certified Systems Administrator: Security 7 Microsoft Software Advisor 7 Microsoft Certified Desktop Support Technician 6 Microsoft Certified Systems Engineer: Security 6 Microsoft Certified Trainer 5 Microsoft Certified Application Developer 4 Microsoft Certified Database Administrator 4 Microsoft Certified Solution Developer 4 Microsoft Certified Systems Engineer 4 Microsoft Certified Systems Engineer: Internet 4 Microsoft Certified Business Management Solutions Specialist 3 Microsoft Certified Professional Developer 3 Microsoft Technology Associate 1 Microsoft Specialist 1

Oracle Certification/Competency Title Brief Description No. Employees SPARC M5-32 Servers Sales Specialist 3 SPARC SuperCluster T4-4 Sales Specialist 3 SPARC T4-Based Servers Sales Specialist 3 Sun SPARC Enterprise Entry-Level/Midrange/ High-End M-Series 3 Servers PreSales Specialist Sun SPARC Enterprise Entry-Level/Midrange/High-End M-Series 3 Servers Sales Specialist Sun ZFS Storage Appliance Sales Specialist 3 Exadata Database Machine Models X2-2 and X2-8 Sales Specialist 2 Exadata Database Machine Models X2-2 and X2-8 Technology Support 2 Specialist General Product Support (v4.0) 2 Oracle Big Data 2015 Sales Specialist 2 Oracle Business Intelligence Foundation Suite 11 PreSales Specialist 2 Oracle Business Intelligence Foundation Suite 11 Sales Specialist 2 Oracle Database 12c PreSales Specialist 2 Oracle Database 12c Sales Specialist 2 Oracle Exalogic Elastic Cloud 2014 Sales Specialist 2 Oracle Exalytics In-Memory Machine 2014 Sales Specialist 2 Oracle Linux PreSales Specialist 2 Oracle Real Application Clusters 11g Sales Specialist 2 Oracle Real Application Clusters 12c Sales Specialist 2 Oracle StorageTek Tape Libraries PreSales Specialist 2 Oracle StorageTek Tape Libraries Sales Specialist 2 Oracle SuperCluster T5-8 Sales Specialist 2 Principles & Architecture - Sun ZFS Storage Appliance PreSales 2 Specialist SPARC M5-32 Servers PreSales Specialist 2 SPARC T4-Based Servers PreSales Specialist 2 SPARC T5-Based Server Sales Specialist 2 Sun Flash Storage PreSales Specialist 2 Principles and Architecture - Oracle SuperCluster T5-8: Systems 1 Architecture Product Essentials For Sales - x86 Systems 1 Product Essentials For Sales Consultants- Sun Fire x86 Servers 1 DB 11g PreSales Survey 1 Education and Research Industry Specialist 1 Exadata Database Machine Models X2-2 and X2-8 PreSales Specialist 1 Fujitsu M10 Servers PreSales Specialist 1 Fujitsu M10 Servers Sales Specialist 1 General Product Support (v3.1) 1 Healthcare Industry Specialist 1 MySQL Sales Specialist 1 Oracle Big Data 2015 Presales Specialist 1 Oracle Database Appliance Support Specialist 1 Oracle Database Performance and Tuning PreSales Specialist 1 Oracle Database Performance and Tuning Sales Specialist 1 Oracle Enterprise Communications Infrastructure PreSales 1 Oracle Enterprise Communications Infrastructure Sales 1 Oracle Enterprise Linux 5 Technology Support Specialist 1 Oracle Exadata Database Machine 2014 Presales Specialist 1 Oracle Exalogic Elastic Cloud 2014 Presales Specialist 1 Oracle Exalytics In-Memory Machine 2014 Presales Specialist 1 Oracle GoldenGate 12c Presales Specialist 1 Oracle GoldenGate 12c Sales Specialist 1 Oracle Public Sector Specialist 1 Oracle Real Application Clusters 11g PreSales Specialist 1 Oracle Real Application Clusters 12c PreSales Specialist 1 Oracle Solaris 11 Presales Specialist 1 Oracle Solaris Cluster PreSales Specialist 1 Oracle Solaris Cluster Support Specialist 1 Oracle Solaris Presales Specialist 1 Oracle Solaris Sales Specialist 1 Oracle Solaris Support Specialist 1 Oracle Sun Flash Storage Support 1 Oracle Sun Solaris Sales Specialist 1 Oracle SuperCluster 2014 Technical 1 Oracle SuperCluster T5-8 PreSales Specialist 1 Oracle VM Server 3 for SPARC Implementation Specialist 1 Oracle WebCenter Content 11g PreSales Specialist 1 Oracle WebCenter Content 11g Sales Specialist 1 Oracle ZFS Storage ZS3 Presales Specialist 1 Oracle ZS3 Storage Implementation Specialist 1 PeopleSoft PeopleTools 8.51 PreSales Specialist 1 PeopleSoft PeopleTools 8.51 Sales Specialist 1 Pillar Axiom 600 Storage Systems PreSales Specialist 1 Pillar Axiom 600 Storage Systems Sales Specialist 1 Primavera P6 Enterprise Project Portfolio Management 8 PreSales 1 Specialist Primavera P6 Enterprise Project Portfolio Management PreSales 1 Specialist Primavera P6 Enterprise Project Portfolio Management Sales Specialist 1 Primavera P6 Enterprise Project Portfolio Management Support 1 Specialist Primavera Portfolio Management 9 Sales Specialist 1 SPARC SuperCluster T4-4 PreSales Specialist 1 SPARC T5-Based Servers Implementation/Installation 1 SPARC T5-Based Servers PreSales Specialist 1 StorageTek SL150 Modular Tape Library Presales Specialist 1 StorageTek SL150 Modular Tape Library Sales Specialist 1 Sun Blade Servers PreSales Specialist 1 Sun Blade Servers Sales Specialist 1 Sun Flash Storage Sales Specialist 1 Sun SPARC Enterprise Server Presales Specialist 1 Sun Storage 7000 Unified Storage Systems Sales Specialist 1

RSA Certification/Competency Title Brief Description No. Employees RSA SE Cert Prof in Archer 1 RSA SE Cert Prof in Authentication Manager 1 RSA SE Cert Prof in Identity Management and Governance (IMG) 1

Symantec No. Certification/Competency Title Brief Description Employees Symantec Sales Expert 62 Symantec Sales Professional 36 Firewall Internet Security Appliance 4 Symantec Sales Expert 4 4 Enterprise Vault 8 Sales 3 Intrusion Protection Solutions 3 Altiris Client Management Suite 7.0 2 Database Security 2 Symantec Sales Expert 2 Network Access Controller 11 Symantec Sales Expert 2 Symantec Sales Expert Enterprise Vault 2 Symantec Sales Expert Information Foundation 2 Symantec Sales Professional SMB 2 Altiris Notification System Foundation 6.0 1 Altiris Development Solution Foundation 6.9 1 VERITAS Compliance Control Storage 5 1 VERITAS Configuration Manager 6 1 Control Compliance Suite 9 1 Critical Systems Protection 5 1 IM Manager 8 Symantec Sales Expert 1 Inform Foundation 2007 1 Protection Network Services 1 Security Info Manager 4.5 1 Sales Expert Ghost Solution 1 Sales Professional Security Management 1 Symantec Sales Expert System Recovery 2011 1 Symantec Antivirus Enterprise Edition 1

VMware Certification/Competency Title Brief Description No. Employees Server Virtualization 153 VMware Certified Professional 1

From: John Loughlin To: MacEvitt, Marge (OSD) Cc: Subject: RE: ITS58 Software Reseller RFR - Clarifications - CDW Date: Friday, May 15, 2015 4:04:54 PM Attachments: image003.png

Afternoon, Marge,

Please see below for our Clarifications and if you’ve further questions, don’t hesitate to reach out.

Regards,

John Loughlin Capture Manager – CDW-G 120 S. Riverside Plaza, Chicago, IL 60606

From: MacEvitt, Marge (OSD) Sent: Wednesday, May 13, 2015 1:59 PM To: Subject: ITS58 Software Reseller RFR - Clarifications - CDW

Good day. Thank you for your proposal under ITS58, the Software Reseller RFR. The Strategic Sourcing Team (SST) is writing to request some clarifications to your proposal. These are due no later than close of business on Friday, May 15, 2015. Please submit them via email to

Bidder Response Form question 2d, for all Tier 1 Software Publishers, in which Bidders were asked to identify the number of Software Reseller employees certified or otherwise qualified to handle academic/education licensing and programs, elicited a broad range of responses from the Bidders. The SST has decided that the language "qualified to handle academic/education licensing and programs" was broader than intended, and we have decided to count instead the number of staff certified for these types of programs per the response to question 2c, based on the certificate title or description. We found the following: Adobe – 15

CDW Response (please refer to updated table): OEM # of Software Reseller employees certified with Academic/Education licensing and programs:

Adobe 15 total (13 with the Adobe Certified Sales Professional Education Sales certificates and two with the Adobe Certified Sales Processional Adobe eLearning certification) CA All certifications listed in our response are non- specific to academic. CA offers academic licensing and pricing programs but no academic certifications. Checkpoint All certifications listed in our response are non- specific to academic. Checkpoint offers academic licensing and pricing programs but no academic certifications. IBM IBM does not offer academic certifications. McAfee All certifications listed are non-specific to academic. McAfee offers academic licensing and pricing programs but no academic certifications. Microsoft The only education-specific certification that Microsoft offers is the Microsoft Certified Educator. This is designed for teachers, not technology partners. Microsoft does not have any education- specific certifications for IT solutions providers sellers or specialists. Oracle Oracle provides campus-wide pricing but does not have specific academic-specific certifications. RSA RSA does not have academic -specific certifications. Symantec All certifications listed in our response are non- specific to academic. Symantec offers academic licensing and pricing programs but no academic certifications. VMware 67 VMware Academic Specialization certified coworkers. It is worth noting that more in depth coverage of the types of VMware products we would be providing the schools is provided in the VSP certification process. While it is not an academic-specific certification, CDW has 1,332 VSP certified coworkers. Websense Websense does not have academic/education- specific certifications.

If we have missed any academic/education program certifications, please identify these and where they are found in your proposal.

Bidder Response Form question 8b, regarding the number of Account Team staff serving in different roles for each state, was approached differently by different Bidders. Some elected to identify only those staff that would apparently be dedicated to each particular State. Others took a broader approach and listed specialist teams who would provide services as needed, and listed the whole team for each State(for example, a specialized group handling only education, or a team of renewal specialists, who would be providing services under this contract and under many others as well). Recognizing that it may be difficult for Bidders to determine FTE counts in those cases, the SST has decided to allow Bidders to list such groups for each State (i.e., duplicating the total count of FTEs). Bidders may submit a revised table, if they wish to do so, using the attached. Please note that Bidders should not include staff who would NOT be providing services under this contract. Also, Bidders should not include billing/accounting staff or others who would not be directly involved with providing client services.

CDW Response: CDW does not wish to submit a revised table. Please refer to our original submission.

If you do not understand the questions, you may email me, but please do not call. Thank you.

Regards, Marge

Adobe Systems, Incorporated 345 Park Avenue San Jose, CA 95110-2704 Phone

February 13, 2015

To Whom It May Concern:

This letter confirms the participation of CDW Corporation, in the Adobe North American License Center (ALC) Program, which includes authorization for Adobe’s Value Incentive Plan (VIP) and Cumulative Licensing Program (CLP) in all customer segments: Commercial, Education, Government, Government-GSA, Non-Profit, and Adobe Enterprise Agreement 2 (EA2) for Commercial and Government segments, and FLP License Programs for all Adobe Desktop Software Products and Adobe LiveCycle Products. This authorized product list includes desktop products from the former company Macromedia, Inc.

CDW Corporation continues to perform to Adobe’s highest level of satisfaction under the program guidelines and parameters, and remains Adobe’s Number One ALC License Program Partner.

CDW Corporation is an authorized reseller for shrink-wrap product in the Commercial, Government, and Education markets. They are also authorized in these markets to resell our Transactional Licensing Program (TLP) and our Forms License Program (FLP), which includes Captivate and Connect.

Adobe’s VIP, CLP, and EA2 Government, and CLP, EA2, VIP and FLP Commercial program licenses are purchased direct from Adobe by our authorized ALC’s. Adobe shrink-wrap (all segments), TLP licenses (all segments), VIP and CLP Education, and FLP Government licenses are purchased from Adobe’s authorized Distributor Channel.

If a Vendor responds to the Adobe Education portion of an RFQ or RFO, Adobe Systems, Inc. must confirm the Vendor’s Adobe Education Reseller authorization.

If a Vendor responds to the Adobe Government portion of an RFQ or RFO, Adobe Systems Inc. must confirm the Vendor’s Adobe Licensing Center (ALC) authorization for Government or Government GSA.

Please direct any further inquiries to Matt VanderZee, Senior Channel Sales Manager, Adobe Systems Incorporated.

Thank you,

Matt VanderZee Senior Channel Sales Manager Adobe, North America Channels PH:

4/27/2015 Check Point Software Technologies: Partner Profile

PRODUCTS / SOLUTIONS SUPPORT / SERVICES PARTNERS COMPANY

CDW Corporation

200 North Milwaukee Avenue Vernon Hills IL 60061 US

Phone: www.cdw.com

Company Overview

CDW offers sales of all Check Point products in the United States and Canada. We offer Check Point on dedicated appliances as well s all software produc on various third party hardware platforms.

Specialization

Potential

Type of Business

Value Added Reseller Consultant Services

Solutions

High Availability Intrusion Detection Site-to-site VPN Intranet (in house) Security Firewalls Internal Security Web Security End Point security Safe@Office for Small Business SSL VPN Data Security Security Event Management Bandwidth Management High Performance

Service & Support Offered

Network Security Audits 24*7 Helpdesk phone & email Frontline support

Principal Market Segment

Small Business Medium Business Consumer Large Enterprise

Vertical Market Reach

Healthcare Educational Governmental / Military Retail http://partners.us.checkpoint.com/partnerlocator/details.do?sapPartnerId=316836 1/2 4/27/2015 Check Point Software Technologies: Partner Profile Leisure / Hospitality Legal Insurance Financial / Banking Utilities Manufacturing Computer Hardware Application Software Networking Hardware Networking Software Transportation Telecommunications / Wireless Pharmaceutical

©2015 Check Point Software Technologies Ltd. All rights reserved. Check Point Software Technologies, Inc. is a wholly owned subsidiary of Check Point Software Technologies Ltd. Copyright | Privacy Policy | Site Map

http://partners.us.checkpoint.com/partnerlocator/details.do?sapPartnerId=316836 2/2

IBM Business Partner Locator Page 2 of 6

IBM certified

Analytics DB2/IMS z Tools Authorized reseller

Analytics Document imaging & capture Authorized reseller

Analytics Enterprise Content Management Authorized reseller

Analytics i2 Authorized reseller IBM certified

Analytics Information Integration Authorized reseller IBM certified

Analytics Informix/Solid Authorized reseller

Analytics Internet of Things Authorized reseller IBM certified

Analytics Master Data Management Authorized reseller

Analytics Optim Authorized reseller IBM certified

Analytics Performance management Authorized reseller IBM certified

Analytics Predictive & business intelligence Authorized reseller

Analytics PureData Authorized reseller IBM certified

Analytics Smarter Cities Operations Authorized reseller

Cloud Other Authorized reseller IBM certified

Commerce B2B & commerce Authorized reseller IBM certified

Commerce B2B Integration Authorized reseller IBM certified

Commerce ExperienceOne Authorized reseller IBM certified

Commerce Smarter Cities Authorized reseller

Global Financing Customer financing Authorized reseller

Security Applications & data Authorized reseller

Security Endpoint Management Authorized reseller

Security Intelligence Authorized reseller

Security People Authorized reseller

Security Services Authorized reseller

Services Resiliency services

Services Systems services Authorized reseller

Social SmartCloud Authorized reseller

http://www-304.ibm.com/partnerworld/wps/bplocator/details?id=07723690-d37a-11de-9... 04/27/2015 IBM Business Partner Locator Page 3 of 6

IBM certified

Social Social collaboration Authorized reseller IBM certified

Social Social mail Authorized reseller IBM certified

Systems Hardware IBM BladeCenter Authorized reseller

Systems Hardware Power System i/p Authorized reseller IBM Specialty Business Partner

Systems Hardware PureFlex & Flex System Authorized reseller

Systems Hardware Storage Authorized reseller IBM Specialty Business Partner IBM certified

Systems Hardware System z Authorized reseller IBM certified

Systems Hardware x86 Systems from Lenovo Authorized reseller Certified

Systems Middleware Application integration middleware Authorized reseller

Systems Middleware Cloud & Smarter infrastructure Authorized reseller IBM certified

Systems Middleware Digital experience Authorized reseller IBM certified

Systems Middleware Enterprise Authorized reseller

Systems Middleware Foundation Authorized reseller

Systems Middleware Product lifecycle management IBM certified

Systems Middleware Pure Authorized reseller

Systems Middleware Rational Authorized reseller

Systems Middleware Smarter Process Authorized reseller

Watson Cognitive Authorized reseller

Watson Core Authorized reseller

Specialties and authorizations

Name

Power Systems Specialty

System Storage Specialty Elite

Certifications

http://www-304.ibm.com/partnerworld/wps/bplocator/details?id=07723690-d37a-11de-9... 04/27/2015 IBM Business Partner Locator Page 4 of 6

Cloud Rational Authorized IBM Certified Solution Advisor - Cloud Computing Architecture V3 1 Security Systems Tivoli Automation Tivoli Storage Management

Cloud and Smarter Tivoli Storage IBM Certified Associate - Tivoli Storage Manager V7.1 1 Infrastructure Management

IBM Business Analytics IBM Cognos IBM Cognos Business Intelligence Sales Professional v2 1 IBM InfoSphere IM Data Management

IBM Business Analytics IBM SPSS Enterprise IBM SPSS Predictive Analytics Solution Sales Professional v1 1 IBM SPSS Statistics

Info Mgmt Expert Integrated IBM Certified Advanced Database Administrator - DB2 10.1 for Linux UNIX 1 Systems and Windows IM Data Management

Info Mgmt Expert Integrated IBM Certified Database Administrator - DB2 10.1 for Linux UNIX and 1 Systems Windows IM Data Management

Info Mgmt Expert Integrated IBM Certified Database Associate -- DB2 9 Fundamentals 1 Systems IM Data Management

Info Mgmt IBM Big Data & Netezza ISW 9.7 and Smart Analytics Technical Professional v1 1 IBM InfoSphere IM Data Management

Info Mgmt IBM Optim Information Management Optim z/OS Technical Professional v1 1

Info Mgmt IM Data Management IBM Certified Database Administrator - DB2 10 for z/OS 1

Infrastructure Systems IBM Certified Infrastructure Systems Architect 1 Architect

Power with AIX System p IBM Certified Sales Specialist - Power Systems with POWER7 and AIX & 1 Linux -v2

Power with AIX System p IBM Certified Technical Sales Specialist - Power Systems with POWER7 3 and AIX & Linux -v2

Power with i System i IBM Certified Sales Expert - Power Systems with POWER7 -v2 1

Power with i System i IBM Certified Sales Specialist - Power Systems with POWER7 and IBM i - 1 v2

Power with i System i IBM Certified Technical Sales Expert - Power Systems with POWER7 -v2 1

Power with i System i IBM Certified Technical Sales Specialist - Power Systems with POWER7 1 and IBM i -v2

PureFlex IBM Certified Specialist - PureFlex Systems Sales V2 2

PureFlex IBM Certified Specialist - PureFlex Technical Support V2 2

System Storage Storage IBM Certified Specialist - Enterprise Storage Sales V3 3

System Storage Storage IBM Certified Specialist - Enterprise Storage Technical Support V3 1

System Storage Storage IBM Certified Specialist - High Volume Storage Fundamentals V3 1

System Storage Storage IBM Certified Specialist - Midrange Storage Sales V1 2

http://www-304.ibm.com/partnerworld/wps/bplocator/details?id=07723690-d37a-11de-9... 04/27/2015 IBM Business Partner Locator Page 5 of 6

System Storage Storage IBM Certified Specialist - Midrange Storage Technical Support V3 2

System Storage Storage IBM Certified Specialist - Storwize V7000 Technical Solutions V2 2

System z System z IBM Certified Specialist - System z Sales V6 2

System z System z IBM Certified Specialist - System z Technical V5 1

x86 Systems from Lenovo x86 Systems from IBM Certified Specialist - System x Server Family Technical Support V1 1 Lenovo

x86 Systems from Lenovo x86 Systems from IBM Certified Systems Specialist - System x Server Family Sales V1 1 Lenovo

Industry

Aerospace & Defense

Automotive

Banking

Chemicals & Petroleum

Computer Services

Consumer Products

Education

Electronics

Energy & Utilities

Financial Markets

Government, Central/Federal

Healthcare

Industrial Products

Insurance

Life Sciences

Media & Entertainment

Professional Services

Retail

Telecommunications

Travel & Transportation

Wholesale Distribution & Services

Solution area

Cloud computing SVP Cloud Computing Capability Authorization

Commerce

Security SVP Security Capability Authorization

http://www-304.ibm.com/partnerworld/wps/bplocator/details?id=07723690-d37a-11de-9... 04/27/2015 IBM Business Partner Locator Page 6 of 6

Developer/ISV

Reseller/VAR

Software as a Service (non-MSP)

Solutions listed in the IBM Global Solutions Directory *

Name Description

Security Intelligence for The solution provides actionable intelligence for enterprise security and compliance using QRadar Endpoint and Infrastructure and Endpoint Manager to provide organizations with enhanced protection of physical and virtual endpoints. More info: IBM Global Solutions Directory (opens in a new window)

Back to top * These items have been self-proclaimed by the Business Partner. IBM has not verified the information and IBM is not responsible for the accuracy of the information.

http://www-304.ibm.com/partnerworld/wps/bplocator/details?id=07723690-d37a-11de-9... 04/27/2015

RSA Security LLC. 174 Middlesex Turnpike Bedford, MA 01730 Tel http://www.emc.com/rsa

Date: Apr.28.2015

Greetings:

CDW is a Platinum Partner in the RSA SecurWorld™ Program.

RSA SecurID is available for open distribution. Even if CDW has a relationship with an RSA Authorized Distributor, CDW will still be able to purchase and resell SecurID-related products from any RSA Authorized Distributor.

Additionally, CDW is authorized to purchase and resell the following RSA product lines: Authentication Manager/SecurID, Access Manager, Adaptive Directory, Federated Identity Manager, Certificate Manager, Data Protection Manager, Identity Management and Governance, IPV (Adaptive Authentication, Cybercrime Intelligence, Fraud Action), Web Threat Detection, Security Analytics, Registration Manager, Key Recovery Manager, Validation Manager, Archer, DLP and ECAT.

All related RSA products and services are governed by the RSA Shrink-Wrap License Agreement.

Please accept this as a fully executable authorization letter.

Best Regards, RSA SecurWorld Team

6/9/2014

CDW 200 North Milwaukee Avenue Vernon Hills IL, 60061

Re: Symantec Proof of Partnership

To Whom It May Concern:

CDW is currently an active member of the Symantec Partner Program, and has been since 1/24/2002. Under such Partner Program, and as of today, 6/9/2014, CDW is at the Platinum Corporate Reseller Level and in good standing, with the following Symantec Specializations memberships:

 Archiving and eDiscovery  IT Compliance  Data Loss Prevention  Managed Security Services  Data Loss Prevention Master  Mobility Solution  Data Protection with Backup Exec  Risk Automation Suite Authorized  Data Protection with NetBackup  SMB Backup  Encryption  SMB Security  Endpoint Management  Storage Management  Enterprise Security  User Authentication Partner  High Availability

CDW is provided with certain rights and obligations to purchase and resell Symantec products through authorized Symantec distributors.

Additionally, CDW has rights to advertise its status as a partner under the Program, provided that any such rights and obligations are carried out in accordance with, including but not limited to, the Symantec Partner Program Base Agreement entered into between Symantec Corporation and CDW, and any additional, applicable policies or guidelines contained on the Symantec PartnerNet Portal.

Thank you,

John Emard Sr. Director, NAM Channel Operations & Programs NAM Sales and Marketing Organization Symantec Corporation

Symantec Corporation World Headquarters 350 Ellis Street Mountain View, CA 94043 United States Phone: +

April 20, 2015

To Whom It May Concern,

This letter is to certify that CDW Government LLC (CDW•G) is a VMware authorized Premier reseller. As a result, CDW•G is authorized to resell VMware products and services to education, healthcare, state/local, and federal customers throughout the United States. Under this designation, CDW•G is also authorized to manage VMware licensing agreements.

Please contact me directly if there is any additional information required to support CDW•G’s response to your RFP.

Sincerely,

David Goldfarb

Sr. PBM

VMware

Tritech Software Systems x 1 0.00% 0.00% Tyler Technologies x 1 0.00% 0.00% ALL OTHER SOFTWARE 3.25% 3.25% SOFTWARE PUBLISHER SERVICES 7.00% 7.00%

If your company owns any of the software products listed above, or other software products that you wish to offer through this contract, identify these products and provide the basis for pricing (for example, discount from published MSRP). Provide the URL which Eligible Entities can use to verify that any quote offered accurately reflects the basis for pricing.

Product Name Basis for Pricing URL From: Larissa Newman To: MacEvitt, Marge (OSD) Subject: RE: ITS58 Software Reseller RFR - BAFO - CDW Date: Friday, May 22, 2015 6:27:27 PM Attachments: image001.png

Hello Marge,

CDW•G thanks you for the opportunity to respond to your BAFO request for our ITS58 response. At CDW•G, we approach each opportunity with an initial competitive offer, as we are mindful of our customers’ time. This was our practice for our ITS58 offer. Therefore, we wish to keep our cost offer as originally submitted.

We hope in your evaluation your evaluators recognize that we spent a great amount of time in developing this initial price offering to the Commonwealth, to ensure that we were offering a competitive and value-focused contract solution for all eligible purchases, in all participating states. We’ve really enjoyed the partnership we’ve established with the Commonwealth and are looking forward to the prospect of further supporting you for your software needs.

Please let me know if there are any other questions or requests with which I can be of help. I hope you have a wonderful holiday weekend.

Regards,

Larissa O. Newman Capture Manager | CDW•G Phone: | Fax: 312.752.3619

From: MacEvitt, Marge (OSD) [mailto: ] Sent: Thursday, May 21, 2015 11:44 AM To: Larissa Newman Subject: ITS58 Software Reseller RFR - BAFO - CDW

Good day. Thank you for your response to our request for clarifications. This email is to offer all qualified vendors the opportunity to respond to a Best and Final Offer request (BAFO) on cost only. If you wish to offer better markups/markdowns on any element in the Cost Table, please respond by resubmitting your Cost Table with any changes highlighted in red. Only changes to the benefit of the Commonwealth will be considered (that is, smaller markups or larger markdowns). The revised Cost Table is due no later than 10AM Eastern Daylight Time on Wednesday, May 27, 2015. Please submit it via email to . If you do not choose to respond, your Cost Table will be evaluated as submitted.

If you have any questions, you may email me, but please do not call. Thank you.

Regards, Marge

IRAN FREE PROCUREMENT CERTIFICATION FORM

(Pennsylvania’s Procurement Code Sections 3501-3506, 62 Pa.C.S. §§ 3501-3506)

To be eligible for an award of a contract with a Commonwealth entity for goods or services worth at least $1,000,000 or more, a vendor must either: a) certify it is not on the current list of persons engaged in investment activities in Iran created by the Pennsylvania Department of General Services (“DGS”) pursuant to Section 3503 of the Procurement Code and is eligible to contract with the Commonwealth under Sections 3501-3506 of the Procurement Code; or b) demonstrate it has received an exception from the certification requirement for that solicitation or contract pursuant to Section 3503(e).

To comply with this requirement, please insert your vendor or financial institution name and complete one of the options below. Please note: Pennsylvania law establishes penalties for providing false certifications, including civil penalties equal to the greater of $250,000 or twice the amount of the contract for which the false certification was made; contract termination; and three-year ineligibility to bid on contracts. (Section 3503 of the Procurement Code.)

OPTION #1 - CERTIFICATION I, the official named below, certify I am duly authorized to execute this certification on behalf of the vendor/financial institution identified below, and the vendor/financial institution identified below is not on the current list of persons engaged in investment activities in Iran created by DGS and is eligible to contract with the Commonwealth of Pennsylvania Sections 3501-3506 of the Procurement Code.

Vendor Name/Financial Institution (Printed)

By (Authorized Signature)

Printed Name and Title of Person Signing Date Executed

OPTION #2 – EXEMPTION Pursuant to Procurement Code Section 3503(e), DGS may permit a vendor/financial institution engaged in investment activities in Iran, on a case-by-case basis, to enter into a contract for goods and services.

If you have obtained a written exemption from the certification requirement, please fill out the information below, and attach the written documentation demonstrating the exemption approval.

Vendor Name/Financial Institution (Printed)

By (Authorized Signature)

Printed Name and Title of Person Signing Date Executed LOBBYING CERTIFICATION FORM

Certification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress , an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure of Lobbying Activities,” in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance is placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed under Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for such failure.

SIGNATURE:

TITLE:

DATE: Approved by OMB No. 0348-0046

DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See Reverse for public burden disclosure.) 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:

a. contract a. bid/offer/application a. initial filing b. grant b. initial award b. material change c. cooperative agreement c. post-award For Material Change Only: d. loan year quarter e. loan guarantee f. loan insurance date of last report

4. Name and Address of Reporting Entity: 5. If Reporting Entity in No. 4 is a Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier , if known:

Congressional District, If known: Congressional District, If known:

6. Federal Department/Agency: 7. Federal Program Name/Description:

CFDA Number, if applicable:

8. Federal Action Number, If known: 9. Award Amount, If known: $

10. a. Name and Address of Lobbying Registrant b. Individuals Performing Services (Including address if (If individual, last name, first name, MI): different from No. 10a) (last name, first name, MI):

11. Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material Signature: representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is Print Name: required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi-annually and will be available for public inspection. Title: Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for Telephone No.: Date: each such failure.

Federal Use Only: Authorized for Local Reproduction Standard Form LLL (Rev. 7-97) INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action.

2. Identify the status of the covered Federal action.

3. Identify the appropriate classification of this report. If this a followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred, Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward receipt. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

5. If the organization filing the report in item 4 checks :Subawardee," then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the Federal program name or description for the covered Federal action (Item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans and loan commitments.

8. Enter the most appropriate Federal identifying number available for the Federal action identified in Item 1 (e.g., Request for Proposal (RFP) number; Invitation for bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g. "RFP-DE-90-001."

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in Item 4 or 5.

10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in Item 4 to influence the covered Federal action.

(b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name and Middle Initial (MI).

11. Certifying official shall sign and date the form, print his/her name, title and telephone number.

According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503.