Montebello City Council
October 8, 2025

If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed.

Title of Product.

Definitions. For purposes of this section, the following terms are defined as follows:
“Deliverables” means any reports, analyses, scripts, code, or other work results that Contractor delivers to Purchasing Entity within the framework of fulfilling Contractor’s obligations to Purchasing Entity. "Equipment” means Contractor-branded hardware products. “Proprietary Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights of a party.

Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Equipment free and clear of all liens, encumbrances, or other security interests. Purchasing Entity’s rights to use the software delivered by Contractor are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply.

Contractor’s EULA must be made available to Purchasing Entities for review prior to negotiating a Participating Addendum or the issuance of an Order and shall meet or exceed the terms set forth in this Master Agreement.

Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.

Contractor grants Purchasing Entity a non-exclusive, non-transferable, irrevocable license to use (without the right to sublicense) the Deliverables provided by Contractor for Purchasing Entity’s internal business and governmental purposes, only and solely in accordance with the applicable service specification and subject to this Master Agreement. The grant of this license is subject to Purchasing Entity’s compliance with the terms of this Master Agreement and Purchasing Entity’s payment of applicable amounts due. Such license shall be perpetual unless granted pursuant to the purchase of a subscription, in which case the license shall be for the term of the subscription. Purchasing Entity may authorize its service providers to use the Deliverables, but solely on Purchasing Entity’s behalf, solely for Purchasing Entity’s internal business or governmental purposes, and Purchasing Entity shall be responsible for service provider’s compliance with these restrictions. This section shall not affect a Purchasing Entity’s right to transfer ownership of a product, and transfer, if permitted by Contractor or its licensors, licenses associated with such product, to another individual or entity as part of the Purchasing Entity’s surplus program or sale of used products to employees or former employees.

Contractor reserves for itself all Proprietary Rights that it has not expressly granted to Purchasing Entity herein.

The license granted in this clause 20(c) does not apply to: (i) Equipment; (ii) Contractor-branded generally available software; or (ii) items licensed or otherwise provided under a separate agreement. Contractor is not limited in developing, using, or marketing services or products that are similar to the Deliverables or Professional Services provided hereunder, any service, specification, or, subject to Contractor’s confidentiality obligations to Purchasing Entity, in using the Deliverables or performing similar Professional Services for any other projects. Notwithstanding the previous, Contractor’s use of Deliverables created specifically for and paid for by a Purchasing Entity is subject to Purchasing Entity approval.







 














 








Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entity’s applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.

If (i) Contractor is or becomes aware of any infringement claim made against a third-party branded product offered by Contractor through this Master Agreement, (ii) the third-party branded product is determined to infringe upon the intellectual property rights of another third party, and (iii) such infringement is not remedied by the third party so that the product is no longer infringing, Contractor shall immediately cease offering the product under this Master Agreement and notify the Lead State, NASPO, Participating Entities, and purchasers of the product.

Warranty.

The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

System Failure or Damage.

In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.

Payment.

Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.

Leasing or Alternative Financing Methods.

Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.

Contract Provisions for Orders Utilizing Federal Funds.

Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be 






 














 








proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

Self Audit.

The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.

For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.

Assignment/Subcontracts.

Contractor shall not assign, sell or otherwise transfer all or any part of this Master Agreement without prior written consent from the Lead State, such consent not to be unreasonably withheld.

The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.

Insurance.

Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers legally authorized to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:

Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

Contractor shall pay premiums on all insurance policies. Contractor will use reasonable efforts to give thirty (30) days prior written notice to State prior to cancellation or non-renewal of any of the policies providing such coverage; provided, however that Contractor shall not be obligated to provide such notice if, concurrently with such cancellation or non-renewal, Contractor obtains coverage from different insurer(s) meeting the requirements described herein.

Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights 






 














 








and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

During the term of this Master Agreement, Contractor shall upon request provide to the Lead State and Participating Entities evidence of coverage that meets the requirements of this Section and the applicable Participating Addendum. Failure to provide evidence of coverage, within thirty (30) calendar days of receipt of request may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

Administrative Fees.

The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one- quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. 






 














 








Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

Sales Data Crosswalks. Reserved.

Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.

Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.

Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.

Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.

Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.

Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.

The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.

Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative 






 














 








purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.

Right to Publish.

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

Records Administration and Audit.

The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.

This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any claims or causes of action, including attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty. “Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.

Intellectual Property Indemnification.







 














 








In the event of any such claim by any third party against the Indemnified Party that Products, Software, Services or Deliverables prepared, produced, or branded by Contractor and delivered pursuant to this Master Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"), the Indemnified Party shall promptly notify the Contractor. The Contractor, at its own expense, shall indemnify, defend to the extent permitted by the Indemnified Party’s laws, and hold harmless the Indemnified Party against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Indemnified Party.

If Contractor receives prompt notice of such a claim that in the Contractor's opinion is likely to result in an adverse ruling, the Contractor shall at its option (1) obtain a right for the Indemnified Party to continue using such Products, Deliverables, or Software or allow Contractor to continue performing the Services; (2) modify such Products, Software, Services, or Deliverables to make them non-infringing without materially affecting their utility or functionality; (3) replace such Products, Software, Services, or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables, or Software.

Notwithstanding the foregoing, Contractor shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services, or Deliverables that were not performed by, on behalf of, or at the direction of Contractor; (2) the combination, operation, or use of the Products, Software, Services, or Deliverables in connection with a third-party product, software or service (the combination of which causes the claimed infringement); or (3) Contractor's compliance with Indemnified Party’s written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Indemnified Party. Contractor's duty to indemnify and defend under this Section is contingent upon: (a) Contractor receiving prompt written notice of the third-party claim or action for which Contractor must indemnify Indemnified Party, (b) Contractor having the right to solely control the defense and resolution of such claim or action, unless the Indemnified Party’s law requires approval for a third party to defend the Indemnified Party and such approval is not received, and (c) Indemnified Party’s cooperation with Contractor in defending and resolving such claim or action. This Section states Indemnified Party’s exclusive remedies for any third-party intellectual property claim or action and nothing in this Master Agreement or elsewhere will obligate Contractor to provide any greater indemnity to Indemnified Party.

Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death; an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.

Contractor’s liability is limited to 2 times the amount paid by Purchasing Entity to Contractor during the 12 months preceding the date of the dispute concerning any products and services, or $5,000,000, whichever is greater. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.

Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
provided by the Contractor or the Contractor’s subsidiaries or affiliates; specified by the Contractor to work with the Product; or 






 














 








reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
It would be reasonably expected to use the Product in combination with such product, system or method.

License of Pre-Existing Intellectual Property.

Intentionally deleted.

Assignment of Antitrust Rights.

Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

Debarment.

The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

Governing Law and Venue.

The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.

If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

Confidentiality, Non-Disclosure, and Injunctive Relief.

Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients.

Any and all information of any form that is marked as confidential by one party (the “originating party”) and is or would by its nature be deemed confidential obtained by the other party or its employees or agents (the “receiving party”) in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of the originating party (“Confidential Information”). 






 














 








Any reports or other documents or items (including software) that result from the use of the Confidential Information by the receiving party shall be treated in the same manner as the Confidential Information.

Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the originating party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the originating party without the obligation of confidentiality, (5) is disclosed with the written consent of the originating party or; (6) is independently developed by employees, agents or subcontractors of the receiving party who can be shown to have had no access to the Confidential Information.

Non-Disclosure. The receiving party shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

Each party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, the receiving party shall advise the originating party, and the applicable Participating Entity, and the Lead State if the originating party is a Purchasing Entity, and the Lead State if the originating party is a Participating Entity, immediately if the receiving party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and the receiving party shall at its expense cooperate with advise the originating party in seeking injunctive or other equitable relief in the name of either party against any such person.

Except as directed by the originating party, the receiving party will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at the originating party’s request, the receiving party shall turn over to the originating party all documents, papers, and other matter in the receiving party’s possession that embody Confidential Information.

Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement, and Purchasing Entity may retain Confidential Information to the extent and for the duration required by applicable law.

Injunctive Relief. Each party acknowledges that the other party’s breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to originating party that is inadequately compensable in damages. Accordingly, the originating party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item 






 














 








descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

Public Information.

This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

Cancellation.

Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.

Force Majeure.

Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

Defaults and Remedies.

The occurrence of any of the following events shall be an event of default under this Master Agreement:

Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.

Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor. 






 














 








If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and Impose liquidated damages as provided in this Master Agreement; and Suspend Contractor from being able to respond to future bid solicitations; and Suspend Contractor’s performance; and
Withhold payment until the default is remedied.

Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.

Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

Waiver of Breach.

Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

Notices.

If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:

Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]
No Waiver of Sovereign Immunity.

In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense 






 














 








or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.








 














 








Exhibit B: Minnesota Terms and Conditions
Change Requests.

The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.

In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.

Product and Service Schedule (PSS).

Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.

Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.

Maintaining the PSS.

In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.

Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS. b) The Lead State must approve Contra ctor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of a ll past PSSs on their dedicated NASPO ValuePoint website.







 














 








d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.

Purchase Orders.

There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.

Risk of Loss or Damage.

The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.

Payment Card Industry Data Security Standard and Cardholder Information Security.

Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.

Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

Foreign Outsourcing of Work.

Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.

State Audits (Minn. Stat. § 16C.05, subd. 5).

The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.







 














 








Human Rights/Affirmative Action.

The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420- 5000.3500 and parts 5000.3552 5000.3559.

Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous pl aces, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contractor must notify each labor union or re presentative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by 






 














 








the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re- apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.

Americans with Disabilities Act (ADA).

Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.

Nonvisual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:

That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.

These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

Accessibility Standards.

Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.

The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to 






 














 








develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.

When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.

Conflict Minerals.

Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).

See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.

To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.

Copyrighted Material Waiver.

The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.

Publicity.

The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.

Performance While Dispute is Pending.

Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.







 














 








Organizational Conflicts of Interest.

An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.

The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:

By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.

The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 






 














 








The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.

Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.

The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Government Data Practices.

The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).

In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.

The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota 






 














 








Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.

Survivability.

Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.

Severability.

If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.







 














 








Exhibit C: Requirements
Contractor Verification.

Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.

Warranty and Maintenance.

Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.

The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

Website.

Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
x Designated Baseline Price List(s) (e.g., MSRP, List, or Education) x Product and Service Schedule (PSS)
x Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
x Service options and service agreements available on the contract. Please refer to Paragraph 5. x Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
x Sales representatives for participating entities
x Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.

Desirable Specifications:
x Purchase order tracking
x Information on accessibility and accessible products
x Signed Master Agreement
x Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) x List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.







 














 








Environmental Certifications.

Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.

EPEAT Registration.

Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.

Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
x A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
x A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.

The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.

Third-Party Products.

Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.

Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.

Partner Utilization.

If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.

Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).

Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are 






 














 








not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.

Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.








 














 








Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.








 














 








Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)

CONTROL SET
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Awarded Bands:
x Band 1: Personal Computing Devices (Windows)
x Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 2 2B Band 2 - Minimum Discount 18.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 3 3B Band 3 - Minimum Discount 18.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%







 














 








Exhibit D: Price Schedule Discount Structure
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 1: Personal Computer Equipment (Windows OS)
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1B-1 Desktops - Alienware, Inspiron, Vostro, XPS 0.5% 1 1B-2 Notebooks - Alienware, Inspiron, Vostro, XPS 2.5% 1 1B-3 Projectors/Monitors/Other Electronics 2.5%
11 B - 4 D i s p l a y s 2 . 5 %
1 1B-5 Imaging 2.5%
1 1B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 1 1B-7 Spare Parts related to Band 1 0.5%
1 1B-8 Customer Kits 15.0%
1 1B-9 Ready to Ship configurations 4.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 1 1T-1 Selected Third Party - Software and Peripherals 0.5% Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 18.0%
22 B - 1
Commercial Chromebooks 15.0%
22 B - 2 Consumer Chromebooks 15.0%
22 B - 3 Projectors/Monitors/Other Electronics 2.5%
22 B - 4 Displays 2.5%
22 B - 5 Imaging 2.5%
22 B - 6 Dell Branded - Printer accessories, parts, and toner 1.5% 22 B - 7 Spare Parts related to Band 2 0.5%
22 B - 8 Customer Kits 15.0%
22 B - 9 Ready to Ship configurations 4.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 2 2T-1 Selected Third Party - Software and Peripherals (Non-discountable) 0.5% Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Band 3 - Minimum Discount 18.0%
3 3B-1 Spare Parts related to Band 3 0.5%
3 3B-2 Customer Kits 15.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% 3 3T-1 Selected Third Party - Software and Peripherals 0.5% 






 














 








Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23004
Contractor Name: Dell Marketing, LP

Bands 1 & 2

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$100,000.00 $199,999.99 1.0%
$200,000.00 $399,999.99 2.0%
$400,000.00 $599,999.99 4.0%
$600,000.00 $999,999.99 6.0%
$1,000,000.00 No Maximum 8.0%

2. Cumulative Discount(s)
Threshold Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Band 3

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$250,000.00 $499,999.99 1.0%
$500,000.00 $999,999.99 2.0%
$1,000,000.00 $1,499,999.99 4.0%
$1,500,000.00 $1,999,999.99 6.0%
$2,000,000.00 No Maximum 8.0%
none
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.

Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.







 














 








Exhibit D: Price Schedule Volume-Based Discounts

2. Cumulative Discount(s)
Column1 Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Additional discount(s) available.

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement. none
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.







 














 








Exhibit D: Price Schedule Services
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.

All Awarded Bands
Category Code Description of Service Percent Discount
S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating 






 














 








Exhibit D: Price Schedule Lease Rates
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
All Awarded Bands
Optional: Lease Rates
Dell Financial Services (DFS’) payment solutions offer flexible end-of term options designed to suit each entity’s unique needs. Payment terms are generally from 24 through 60 months and are tailored to match the essential useful life of the equipment to the payment term. Payments can be billed monthly, quarterly, semi-annually or annually.

DFS payment solution rates are adjusted quarterly in accordance with a formula based on fluctuations in treasury notes. Our rates are a function of several factors including estimates of future residual values, prevailing interest rates, borrowing costs, general and administrative expenses, and solution structure. Once a payment schedule has commenced, the rate remains constant for the term of the schedule. 






 














 








Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
in 30
in 15, Net 30
in 10, Net 30
XN e t 3 0
All Awarded Bands
Other (specify):







 














 








Exhibit E: Contractor Terms and Conditions
Attached by reference as Exhibit E are the following Contractor document(s):
x Software Licenses. Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.

x Dell Return Policy. Customer may return Products to Supplier pursuant to the return policy at www.dell.com/returnspolicy.

x Equipment Warranty. Unless provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at https://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercial- and-public-sector-warranties?c=us&l=en&s=corp or in the applicable documentation or Product Notice for the specific Equipment.

x Product- and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed Statement of Work (“SOW”).

These Contractor terms and conditions are being provided for informational purposes only. They are intended to be negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are expressly accepted in writing, terms in the following document(s) that derogate the application to a Purchasing Entity of a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void. 






 














 








Region 4 Education Service Center• 7145 West Tidwell Road • Houston, Texas 77092-2096 Phone: 713.462.7708 • Fax: 713.744.6514 • esc4.net
Rodney Watson, PhD, Executive Director
June 25, 2025
Randy Finley
Sr. Director, Business Development
TD SYNNEX Corporation
5350 Tech Data Drive
Clearwater, FL 33760
[email protected]
Re: Award of Contract # R250307
Dear Randy Finley:

Per official action taken by the Board of Directors of Region 4 Education Service Center on June 24, 2025, we are pleased to announce that TD SYNNEX Corporation has been awarded a (3) three-year contract, contingent upon successful contract negotiations, for the following, based on the online proposal 25-03 Cyber Security Solutions opened on April 24, 2025:

Commodity/Service Supplier
Cyber Security Solutions TD SYNNEX Corporation
This contract is effective October 1, 2025, and will expire on September 30, 2028. As indicated above, your contract number is R250307. This contract may be renewed annually for an additional two (2) years if mutually agreed upon by Region 4 ESC and TD SYNNEX Corporation.

Your participation in the proposal process is appreciated and we look forward to a successful partnership. Please feel free to provide copies of this letter to your sales representative(s) to assist in their daily course of business.

If you have any questions, please contact our Procurement Department at 713-462- 7708 or [email protected].

Sincerely,
Adam Tabor
Procurement Director
Attachment B

To: Rodney Watson, Ph.D.

Executive Director

From: Adam Tabor, MBA, RTSBA
Department Director, Procurement

Date: February 25, 2025
Re: Cyber Security Solutions; RFP # 25-03

The Evaluation Committee has reviewed the responses and recommend that the following companies be awarded:

• Blackwood Associates, Inc.
• CompuNet, Inc.
• Netsync
• NuHarbor Security, Inc.
• Optiv Security, Inc.
• rusd solutions
• TD SYNNEX Corporation

The recommended vendors submitted offers that were determined to be most advantageous to OMNIA Partners, Public Sector members, based upon the bid tabulation.

All the recommended respondents were determined to be competitively priced and strong for the specified services outlined in the RFP.

We believe all recommended vendors demonstrate the ability to provide and perform the services requested in the proposal. We will monitor their performance and determine at the end of each year if they are eligible for renewal with each new term.

This multiple award is recommended as most advantageous as it limits contract awards to the least number of suppliers necessary to meet the requirements of OMNIA Partners, Public Sector members. In order to serve the entire nation, a multiple award is recommended to provide any governmental agency with complete coverage of commodities, services and any other offering within the scope of proposal.

Please let me know if you have any questions.

R
egion 4 Education Service Center • 7145 West Tidwell Road • Houston, Texas 77092-2096 Phone: 713.462.7708 • Fax: 713.744.6514 • esc4.net
Rodney Watson, PhD, Executive Director
To: Board of Directors
From: Jorgannie Carter
Date: February 25, 2025
Subject: Recommendation of Contract Award
Region 4 ESC held an RFP opening on April 24, 2025, for RFP # 25-03 Cyber Security Solutions. There were twenty-nine (29) proposals submitted:
• AMSimpkins and Associates
• Ardham Technologies, Inc.
• ARETE Consulting Services, Inc.
• BLACKWOOD ASSOCIATES, INC.
• ClevrOne LLC
• CompuNet, Inc.
• Consultadd, Inc.
• DLT SOLUTIONS LLC
• Global Solutions Group, Inc.
• Hypertec USA, Inc. (Hypertec Direct)
• Inspira Enterprise, Inc. (Inspira Cybersecurity and IT Solutions Inc.) • Joultech Solutions
• Lockstep Technology Group (Procomputing, LLC)
• MTS Solutions
• Netsync
• Neumeric Technologies Corporation
• New Tech Solutions, Inc.
• NuHarbor Security, Inc.
• Optive Security, Inc.
• Propelex, LLC
• rusd solutions
• Securance
• SecurIT360, LLC
• Tall City Cyber LLC
• TD SYNNEX Corporation
• TriVigil, Inc.
• URBEGO, Inc.
• vCloud Tech, Inc.
• Vitosha, Inc.

Af
ter careful review of all proposals, the Evaluation Team has determined that seven (7) companies demonstrated the ability to provide the products and services outlined in the solicitation while offering competitive pricing to the members.

CONSIDERATION
Award of annual contract in compliance with the bid laws of the State of Texas is recommended.

RECOMMENDATION
The Evaluation Team recommends the following companies for award based on their response:

Contract Vendor Term of Contract
Cyber Security
Solutions

BLACKWOOD ASSOCIATES, INC.

CompuNet, Inc.

Netsync
NuHarbor Security Inc.

Optiv Security, Inc.
rusd solutions
TD SYNNEX Corporation

Three (3) years with
the option of two (2)
one-year renewals

Support documentation has been attached for your reference.

Enclosure: Bid Tab Summary

Reseller Name Full Name Diversity Status City State
1st Run Computer Services Rhea Schultzberg SB Roslyn NY 22Vets Technologies Rob Purcell Antioch IL
525 Technologies Travis Bozeman Lawrenceville GA
954 Consultants Kassidy Graham MO Oakland Park FL
ABACUS INFORMATION TECHNOLOGY, LLC Eric Ziobro New York NY Abico, LLC Gaurav Budhiraja Small Business Cary NC
ABTECH TECHNOLOGIES, INC. Dana Collins SB Vista CA
Access Wireless Data Solutions Dave Schwarz Lutz FL
Accudata Systems, LLC David Corwin Houston TX
ACE IT Innovations Adam Blum Timmonsville SC
ACTURE SOLUTIONS, INC MaryLynn Etta 845-629-7088 SCHENECTADY NY ADVANCED DIGITAL SOLUTIONS INTL Fredrick Solomon SB, MO Las Vegas Nevada Advanced Innovative IT Solutions (AIIS) Antonio Williams SDVOSB, MO Ludowici GA Advanced Network Management (ANM) Shala Pelloni Albuquerque NM Advantage Technology LLC Michael Ferrari None Charleston WV Advizex Scott Hess Independence OH
AEC Group, LLC Jeffrey Waag Women Owned Entity (WBENC Certified) Oakdale Pennsylvania Ahavahprem Software Corporation Murthy Pothuraju SB, WO, MO Thousand Oaks CA Ahead Inc Peter Theodore Birmingham AL
AIP US, LLC MIN WANG MBE Millburn NJ
AirGap Labs LLC Frank Wang Irvine Ca
Akins IT Inc Michelle McKerman Newport Beach CA
Alchemy Technology Group, LLC Graham Upton Houston TX
All Covered, a Division of Konica Minolta Business Solutions USA, Inc. formerly Compuquip Michael Parezo Charlotte NC Alpha Technologies, Inc. AJ Conny SDVOSB Hurricane WV
Alternative Information Systems Herbert Guth SMB Buffalo New York American Sound & Electronics, Inc. Matt Camden Covington KY American Wordata, Inc. AW Data Tyler Fogle EDWOSB, WOSB, DBE Tampa FL APEX Digital Imaging, Inc. Milton Jones Service-Disabled Veteran-Owned Small Business, Black American Owned Tampa FL Apex Omnisource Patrick Ballard SDVOSB Watkinsville GA
Applied Data Tech Lisa Windle Charlotte NC
Applied Technology Group Lori Barnes SB, WO Bakersfield CA Applied Technology Services - ATS Rich Weaver WBE, WOSB, DBE Middle River MD ArchAngel Education Technology Coby Garrett North Miami Beach FL Archive Data Solutions Amy Holt Westerville OH
Ardham Technologies, Inc. Shay Daves SB Albuquerque NM
Arey Jones Educational Solutions Sydney Bensinger na San Diego CA Arraya Solutions, INC Ed Greene BLUE BELL PA
ARTILUS, INC Christopher Milian Bristol PA
Aspire Technology Partners, LLC Robin Schmidt Eatontown NJ Associated Data Products Inc. Stan Jensen SB Shreveport LA Asterisk Dot Asterisk Technologies DBA ADA Technologies Steven Franco Austin TX Atlantic Computing Technology Corp. Kevin Dowd SB Niantic CT Avexon, LLC Kerri Glynn Women owned metairie Louisiana
AVIDEX INDUSTRIES LLC DBA AVIDEX Lindsay Martinez Redmond WA AVISPL LLC Steve Benjamin Tampa FL
Avixum Chris Kitson Fort Myers FL
Avvid Consulting LLC dba Avvid IT Solutions Barry Beitz Gilbert AZ AXCELERATE NETWORKS INC Monique Ortiz SB San Jose CA
BAILEY COMPUTING TECHNOLOGIES INC Chase Boles SB Gray TN BB2 Technology Group, Inc. James Bartlett Dana Point CA Better Direct, LLC Diana Zhong SB, HUBZone, SDVOSB, SDB Tempe AZ Bird Rock Systems Inc Jack Rentz San Diego CA
BIT Direct Inc Robert Daly WO Tampa FL
BlackHawk Data LLC Lauren Bretton WBE New York NY
BLACKPOINT IT SERVICES INC Julie Castronuevo Kent WA
BLUE SOURCE GROUP , INC. Jared Abramson 8(a), MBE OLNEY MD BlueAlly Technology Solutions, LLC Miriam Rodrigue SB Cary NC BorderLAN Inc. Andy Lahm San Marcos CA
Bridge Data Solutions Michelle Brichard Redmond WA
Brightcentra, Inc. Frederick Wick SB South San Francisco California Burwood Group Dani Lockett Chicago IL
BUY A COMPUTER, CORP Judah Zelik Monroe NY
Byte Works Lisa Thiele Duluth GA
Call One Inc Dawn Mays WBENC Cape Canaveral FL
Cambridge Computer Services, Inc. Joe Heitmeyer Waltham MA CampbellNet Solutions Donald Campbell SBE Fairport NY
CARBONHELIX LLC David DeLozier SB Cheyenne WY
Carolina Advanced Digital, Inc. Julie Allen SDVOSB Siler City NC Carousel Industries Kathy Thomas N/A Exeter RI
CARROLLWOODS, INC. D.B.A CARROL COMMUNICATIONS BYRON CARROLL Longs SC Cashel Corporation DBA Integrated Media Systems Craig Petorella Costa Mesa CA CB20 INC Thomas Franceski None Saratoaga NY
CBTS Technology Solutions Steve Lankard Cincinnati OH
Cerium Networks, Inc. Roger Junkermier NA Spokane WA
Challenge Innovation Technology, Inc. Kenneth Wells Canton MS Cherbonnier Mayer and Associates d.b.a. CMA Technology Solutions Marty Mackey Baton Rouge LA Chromis Technology LLC Zach Garcia Gilbert AZ
Clear Data Solutions Pierre Godard SB, MO Winter Springs FL Clear Winds Technologies Hayden Hatchcock SB Vestavia Hills AL CLOUD ADVISORY SERVICES, INC - CAS Divya Pandya WEST HENRIETTA NY Cloud Revolution LLC Adam Ball Lafayette CO
Clutch Solutions LLC Damien Norwood NMSDC MBE, Arizona DBE, NYC + NYS MBE Mesa AZ Code 3 Technology, LLC Clay Jeppsen Mesa AZ
Commsys Technology Corp (DBA) CST Corp Sanjeet Chauhan Asian-Pacific American, Minority Owned, SBA Houston TX COMMUNICATION AND TECHNOLOGY INDUSTRIES, INC William Dudley Metairie LA Communications Professionals Inc Terence Hood SB, MOSB, Disavantaged Troy MI Compass Lane Inc Jayson Rogen SB Longview WA
Compucom Carol Morris Fort Mill SC
Compuquip Technologies, LLC dba Compuquip Cybersecurity Damien DeJesus MBE Doral FL Computer Systems Integrators Inc. MaryLynn Etta N/A Fishkill NY Computer Wholesale Products of America, Inc. | CWPA Michelle Kalkhoff Spring TX Computers At Work DBA vTECH io DJ Peterson WBE Naples FL ComSource, Inc. Adam Puccia N/A Syracuse NY
Concise Networks, LLC Dan Dunn WOB Chapel Hill NC
CONCOURSE TECH INC Mike Mumma NEW YORK  NY
Connected Solutions Group, LLC Joe Alfieri Mechanicsville VA Consolidated Computing Inc Don Hanson EASTON CT
Consolidated Computing Inc Michael Samoska EASTON CT
Converge Technology Solutions US, LLC Lynda Thomas Peachtree Corners GA ConvergeOne, Inc. Aaron J. Johnson Bloomington MN
ConvergeOne, Inc. Greg Miles Bloomington MN
Copper River IT Mike Vergis Alakan Tribal Owned, SDB CHANTILLY VA Core BTS, Inc. Jason Eickmann Indianapolis IN
CORPORATE COMPUTER SOLUTIONS INC Larry Grippo HARRISON NY Covene LLC Jon Kreher N/A Saint Louis MO
CPAC Inc. Ace Garin SB, WO Anaheim CA
C-Pak Corporation DBA CPAK Technology Solution Sarah Abbott Lagrange GA CREATIVE LEASING SOLUTIONS INC - CLS Divya Pandya MWBE NORTH BRUNSWICK NJ Crossconnect Engineering Jeff Kronlage No Colorado Springs CO CSP Enterprises Sherry Vesper WBE, WOSB, EDWOSB, SB Frederick MD Updated 2025_08_20

Reseller Name Full Name Diversity Status City State
CTG,INC DBA CTGG,INC Nickoy Bennett SICKLERVILLE  NJ
CTI Group Aaron Toczynski Simi Valley CA
CTS Mobility DBA Complete Tablet Solutions Ltd Adrian Trejo MBE, HUB Austin TX Cumulus Global Paul Drotch WESTBOROUGH MA
Custom Computer Specialists Inc KYRIAKOS KAIMIS Hauppauge NY Custom Tech Solutions, Inc. Jayson Truong Anaheim CA
CVE Technologies (Cache Valley Electric Company) Kent Rogers Salt Lake City UT CyberNorth LLC Jeremy Lombardo South Portland ME
CYBEROGUE CORP Juan Torres SDVOSB Deltona FL
Daly Computers Ryan Yu Frederick MD
Danmark Technologies Ethan Wallen Rogersville AL
Dasher Technologies, Inc Larry Melvin Pasadena CA
Data Center Warehouse LLC Sergio Ramalho n/a Laguna Hills California Data Network Solutions Inc Cathy Lipscomb Chapin SC
DATA NETWORKS OF AMERICA Samantha Hittie Hunt Valley MD Data Storage Science, LLC Angelica Hayag WOSB, SB, MO Sterling VA DATALINK NETWORKS INC Brian Wisdom Santa Clarita CA
Datalyst, LLC Nicole Moniz LAKEVILLE MA
Dataway US Dyan Whyte SB San Francisco CA
DCi Technology Solutions, LLC Gary Eckert N/A Branchburg New Jersey Decision Tree, Inc. Brent Lawson WOSB El Paso TX
Derive Technologies, LLC MItch Martinez MBE New York NY DEVELOPMENT GROUP INC DANIEL LOCKWOOD Redding CA
DG Technology Consulting LLC Debbie Gannaway
DGR Systems Amanda Dugger Tampa FL
DHE Computer Systems LLC Greg Ingram Centennial CO
DI Technology Group Inc DBA Data Impressions Ben Ahn Cerritos CA DIGITAL HOME LLC Henry Johnson SBA, MBE, NMDSC KEARNY NJ Diltex, Inc. Rubani Singh SB, WO, MO West Covina CA
Direct Packet Research Inc DBA OneVision Solutions Brian Houts Small Business Irving TX DirSec Inc Mallory Rubbo Louisville CO
Distributed Technology Group, LLC (DTG) Mark Mathenson SDVOSB Syracuse NY DLC Technology Solutions, INC Darren Crane MARLTON NJ

DOF CREATIONS, LLC SAEED GORDON MINORITY-WOMAN OWNED BUSINESS TAMPA FL DOX Electronics INC Dale Musson  WBENC Rochester NY
DRCS, LLC David Robbins Fayetteville NY
Dreadnought Endeavors Inc Rowan Edge SBE Calabasas CA
Dynamix Group, LLC Laura Hemaur SB,WO,VO,MO Milton GA
DynTek Services, Inc. DBA Arctiq Darlene Pricher Irvine CA Eastern DataComm Julie Allen HACKENSACK NJ
eCare, LLC Alan Newman Montgomery AL
Ednetics Inc. Colby VanVooren Post Falls ID
Edsol Communications, LLC Patricia Mir Frederick MD
EDU Tek, LTD Michele Muffoletto White Plains NY
Effective Tech Shawn Santere HENDERSON NV
eGroup Enabling Technologies, LLC Melissa Dean
EKC Enterprises, Inc. Chris Shafer Fresco CA
Emergent Technology Services, Inc. Felicia Joubert WO, MO, SB Elk Grove CA Empire Computing & Consulting Gloria Burke Daytona Beach FL Encore Technology Group, LLC Russell Young N/A Piedmont SC enDevelopment LLC Steve Josey SDVOSB, HUBZone Newburgh NY EOS Systems INC Stacy Arambages Boston MA
ePlus Technology, Inc. Amy Knower Herndon VA
Ergonomic Solutions, Ltd. Patricia Jenks East Rochester NY Ergotech Controls DBA Industrial Networking Solutions Kim Johnson Richardson TX ESECURITY SOLUTIONS, LLC DBA ESECURITYTOGO Alexandra Ruffolo Irvine CA Ethos Network Systems Errol McCorvey Fort Mill SC
EVMOTOR Torrance Moore SB Waynewnan GA
EXONNEX LLC Syed Taimoor Shah Minority-Owned Business Enterprise Marietta GA FEDERAL NETWORK SERVICES INC (Leverage Information Systems, Inc) Douglas Chesler SB Woodinville WA FIDELIS, INC. Paul Zimmerman Renton WA
Fisch Solutions Jason Fisch None Newburgh NY
Five 9 Thu Nguyen San Ramon CA
Flagler Technologies LLC Ken Wagner Emerging/Small/Women Business Enterprise (E/S/WBE) Boca Raton FL Ford Office Technologies Sean Carnathan SB CONNELLSVILLE  PA Forward Edge (TD) Chip Logan Sharonville OH
Frontier Technology LLC dba MicroAge Vicki Chacon SB Phoenix AZ Fusion Digital Taylor Ferranti WBE, WO East Rochester NY Future Tech Enterprise, Inc. Dawn Rhodes Fort Lauderdale FL GCS Imaging, INC Shaina Massa Maywood NJ
GDT General Datatech LP Ed Bosak Dallas TX
GHA Technologies, Inc. Laurie Coon SB Scottsdale AZ
GIGAKOM Nancy Mena SB San Diego CA
Gilead Technologies Inc Victor Chukwuma MBE, SBE, HUB, and DBE San Antonio TX GLACIER COMPUTER, LLC Ron D'Ambrosio SB, SDB NEW MILFORD CT Global CTI Group, Inc. Kristin Pitts Bakersfield CA
Global Group Holding LLC Kevin Logan SDVO Shreveport LA GLOBAL MARKET INNOVATORS, INC. Mo Hussain MOSB Phoenix AZ Golden Star Technology, Inc. DBA GST Dennis Wang SB, WO, MO Cerritos CA GovDirect, Inc. Jeff Blair Clearwater FL
Granite Financial Solutions dba Granite Data Solutions Annee Corea SDVOSB McClellan CA Green Tea Technology LLC Mike Little Minority Owned Small Business Cedar Park TX GSS Infotech DBA Atec Group Ken McKenna ALBANY NY
GTS Solutions, Inc. Tom Booth Chapin SC
Guardian Home Services, LLC dba Advanced Classroom Technologies Britt Domer Arlington WA Guidepoint Security LLC Michael Volk Herndon VA
Harris Technologies Donna Culver SB St. Louis MO
Heartland Business Systems Mark Koxlien Little Chute WI Helixstorm Inc Jill Angues SB Enterprise Temecula CA
Heritage Hub Solutions LLC Travis Bumgardner WO, MO, SB Prescott Valley AZ HIC Network Security Solutions LLC Vanessa Lardiere MADISON NJ High Performance Technologies Neal Lord Charlotte NC
High Point Networks LLC Andy Middlemiss West Fargo ND
Horizon Telephone System DBA HTS Voice & Data Systems Troy Salanis MO San Antonio TX Huber & Associates Inc Lindsay Hoffmann WBE Jefferson City Missouri I Copy, Inc DBA IBE Digital X-Tech Systems Sloan Varing MBE Garden Grove CA iConvergence Kirk Gilbeau Lafayette LA
Impex Technologies LLC Katie Vizgirda MO El Segundo CA
Inacomp Technical Services Group LLC Jamie Ogden Southfield MI InCare K12, LLC Pam Williams Birmingham AL
Industrial Surface Solutions LLC Rene Orona SB, VOSB, SDVOSB Bellevue WA Ingram Technologies LLC David Ingram Austin TX
Integra Business Center Inc/DBA IntegraONE Linda Sadler Small Business Allentown PA Integrated Office Solutions Alphonzo Henderson SB Forest Park GA INTELLI-TECH Rosy Salgado WO La Verne CA
InterDev, LLC Jesse Cail Rosewell GA
International Data Link Jen Lis ROCHESTER NY
Internet Content Management Ted Dawson WO Ridgeland MS
INTERSECT TECHNOLOGY GROUP INC. Steve Norton ALPHARETTA GA INVSATEK LLC Charles Ongele SDVOSB, WOSB LANHAM MD
IP Consulting Inc. Cherri Mosey SDB, MO Woodbridge VA
IP Data Systems Cindy Wells SB Ellicott City MD
IPHONE AND IPAD WAREHOUSE Brian Farrell SB Fort Lauderdale FL Iron Bow Technologies Krista Youngblood Herndon VA
ISG Technology, LLC Chris Helvey Overland Park KS
ISSQUARED, Inc. Kimberly Rider MO Westlake Village CA
Updated 2025_08_20

Reseller Name Full Name Diversity Status City State
IT Devices Online, Inc. Ahad Ahmad SB. MO, Disadvantaged Business Walnut Creek CA iT1 Source, LLC Ian Dunnington Tempe AZ
ITSAVVY LLC Chris Turner Minority Owned Addison IL
IVOXY CONSULTING INC Conni Elliott Seattle WA
IVS Computer Technology Inc. Suzanne Camarillo SB, MO Bakersfield CA JC Technology Inc dba Ace Computers Alan McCutcheon
Kandu Global Telecommunications, Inc. David Roosevelt VO, MO Beverly Hills CA Keystone Business Solutions Michael Miller Goodlettsville TN KGARY, LLC Kevin Martin SDVOSB Orlando FL
Kiro Group LLC Kishan Patel PARLIN NJ
KOPESKY ENTERPRISES INC.DBA SURE LOCK TECHNOLOGY Jonathon Silk Lawrenceville GA

KT'S OFFICE SERVICES, LLC KATHY CAULDREN WOSB, WBE, SDB LANOKA HARBOR NJ KU TELECOM, LLC DBA EXCELLERE IT SERVICES Charlie Burnett Jacksonville FL LAKE OCEAN LLC MIN WANG MBE Fort Lauderdale FL
Laketec Kelley Monasterio North Olmsted OH
Layer 3 Daniel Smith Hoover AL
LEVEL 3 AUDIO VISUAL LLC Maria Cody Mesa AZ
LEVEL SOLUTIONS GROUP, LLC Kenyon Barnett HIGH POINT NC Lexi Global Corporation Maria Garcia SB,MO Upland CA
Link Computer Corporation Tim Morder SB Bellwood PA
Logicalis, Inc. Nikki Perez Troy MI
Lucidia IT LLC Benjamin Groff WBE Indianapolis IN
Lyon Micro, LLC Kyle Lyon Canandaigua NY
M.A. Polce Consulting, Inc. Kelly Palinski Rome NY
MABC - Mid Atlantic Business Comm Greg Miller VOSB, WOSB, SWAM PORTSMOUTH VA Mainline Information Systems, LLC Chris Long Tallahassee FL Management Data Systems Int'l, Inc. (MDSi) Bill Martin WO Alpharetta GA ManEvSis LLC Syed Rahman DBE, MBE, HUB, ACDBE Austin TX Mark III Systems Inc Stan Wysocki Women Owned Houston TX Maureen Data Systems, Inc. Sylvia Lin New York NY
McCann Systems Tom Treichel Edison NJ
MCG BUSINESS SOLUTIONS, INC Chris Morton Mobile AL
Mercury Networks Larry Meister Penfield NY
Meredith Digital Liza Susanti
MERGENT SYSTEMS INC Michael DeCrane SB/DVBE Folsom CA
Meridian IT, Inc. Doug Drake Deerfield IL
MGS Group, Inc. Sylvester Bush Washington DC
Micro Computer Systems David Mcnurlen Lynnwood WA
Micro Strategies Inc Lou Sciacchetano SB Parisippany NJ MicroTechnologies LLC (dba MicroTech) Alexa Cushman SDVOSB Delreay Beach FL Minoria Tech LLC Rose Robles HUBZone, WOSB, WBE Daytona Beach FL MJM Systems, Inc. Denise Spadafora Somerset NJ
Modern Networks, LLC Robert Langdale n/a Lake Mary FL
Monumental Technologies Josh Jennings Thorsby AL
MorseCom Annette Costello WOSB, WBENC, VO Melbourne FL
MRA International Scott Cherel LONG BRANCH NJ
MRK Technologies, LTD DB Inversion6 Christopher Woycke
mVation Worldwide Inc Barry Weinstein DBE, SB, MBE, HUBZONE Glen Cove NY Natix, Inc Jody Timmons SB, SDVOSB, VO Meadow Vista California Net Friends Inc Krysta Acevedo SBA, MO Durham NC
Netconverse Chris Clark SB Tampa FL
Network Digital Security Jen Peters MO Alpharetta GA
Network Outsource Inc Adam Mahoney New Hyde Park NY
Networking Technologies, LLC Wendy DeArment SB Erie PA
New Tech Solutions, Inc. Rajesh Patel SB, MO Fremont CA Nfina Technologies Warren Nicholson Mobile AL
NIC Partners Kalen White Rancho Cucamonga CA
NICKEL TECHNOLOGIES INC DBA NITECH Trude Meyers DVBE,SB Irvine CA Nisewonger Audio Visual Center, Inc. Ashley Yates Lawrenceville GA NMC Managed Services - NMCMS Syed Shakil SB, MO EAST HANOVER NJ Northeast IT Brian Sullivan WEST SPRINGFIELD MA
Now Micro Inc. Marty Linden Mendota Heights MN
NSTV2, LLC DBA SOURCEPASS Doug Simon MELVILLE NY
Nth Generation Computing, Inc. Joyce Russell WBE San Diego CA NTT AMERICA INC Julie Campbell New York NY
Nuage Karl Carichner Tunkhannock PA
NutMeg Consulting LLC Russ Cormier MIDDLETOWN CT
NWN Corporation (Carousel Industries of North America) Adam Frankel Exeter RI NXT Gen Technologies Paul Mansur SB MIAMI  FL
OBFUSCATION CONTRACTING LLC Brandon Hedge JEFFERSONTON VA Ocean Computer Group Louis Tsotakos SB Matawan NJ
OETC - ORGANIZATION FOR EDUCATIONAL TECHNOLOGY AND CURRICULUM Thomas Richards Salem OR Office Basics INC Mike Vail BOOTHWYN PA
Office Mangement Systems, Inc. dba Logista Solutions Vic Murphy Columbus MS ONE TECHNOLOGY CORPORATION Pete Rivers SB Parker CO
OneNeck IT Solutions, LLC Juli Cambron Madison WI
Optimus TechServices, LLC DBA Seamless Advanced Solutions LeeAnn Colon HUB, MBE Bee Cave TX Optiv Security Inc. Amy Powell Denver CO
ORE POWER LLC Tanner Timmons CALIFON NJ
Pacific OneSource, Inc. dba STS Education Madeline Wilson San Diego CA PACKET FUSION INC Sarah Ashley Pleasanton CA
Panamerica Computers, dba PCi Tec Mike Shaffer SB, WOSB, HZ LURAY VA Panzer Security Consulting Inc Jacob Ideji SDE, MBE, SBE, HUB Denton TX Pascack Data Services, Inc. Howard Adler Compliant with Certificate of Employee Information Report 19117 Hawthorne New Jersey PC Solutions & Integration Inc Danny Poindexter WO, MO Miami FL PC Specialists, Inc. dba Technology Integration Group (TIG) Jerrie Dodd MOSB Poway CA PC University Distributors Inc Sandy Ramjit Valley Stream New York PCN Strategies, Inc. Tracey Gladish Washington DC
PCS Mobile Mitchell Murray Scottsdale AZ
Peoria Typewriter (PTC Select) David Jaegle Peoria IL
Phaeton Solutions Anthony Cole MBE, DBE, 8(a) SDB Reston VA Philip M. Casciano INC dba PMC Associates Bryan Casciano HAZLET NJ Pinnacle Business Systems Inc Jilian Doll NA Edmond OK
Pinnacle Networx, LLC Robert Farrow Woman Owned Wetumpka AL Pitt Bull Secure Technologies, Inc Brett Summers Johnstown PA PKA Technologies, Inc. Ricky Liber WBE Montvale NJ
PMC Associates Vincent Kerney HAZLET NJ
PNJ Technology Partners INC Westly Boswell Albany NY
Porter Burgess Company DBA Flair Data Systems Robert Burgess Plano TX Portola Systems, Inc. Ryan Miller SB Santa Rosa CA
Presentation Concepts Corporation Samantha Haun Small Business, Woman Owned (NYS Pending) Syracuse NY Presidio Networked Solutions Group, LLC Jackie Arnett Fulton Maryland Princeton ITS Ravi Karamsetty Princeton Junction NJ
Projectized Solutions LLC Errol Sykes HUB, DBE, SBE, MBE, AABE San Antonio TX

PROLOGIC ITS, LLC MANDY RUSCH ACWORTH GA
Pruitt Communications, Inc. dba PCI Technologies Tommy Pruitt Headland AL PTS DATA CENTER SOLS INC Michael Piazza SB Oakland NJ
Public Safety Solutions Missouri LLC Tanya Morrison Springfield MO Quality and Assurance Technology Corp DBA QnA Tech Javier Tejada MBE Mount Sinai NY Quarterhorse Technology INC Ken Fletcher New York NY
Quest Media & Supplies, Inc. Amy Comi N/A Roseville CA
R&M Best Deals, LLC Romates Moise SBE, MBE Riverview FL R2 Unified Technologies Michael Rhyce Boca Raton FL
Radiant Resources, Inc. Lois Marie Nealon Spring Lake New Jersey RAMCO RUGGED PORTABLES INC, A DIV OF ABACUS TECHNOLOGIES Jeremy Putnam Naples FL RASIX COMPUTER CENTER, INC. DBA www.GOVSUPPLIER.com Ash Shah MO, SB, Asian Indian Chula Vista CA Updated 2025_08_20

Reseller Name Full Name Diversity Status City State
Ready Networks Technologies Sam Barhoumeh North Palm Beach FL Red River Technology LLC Phillip Wieser Claremont NH
Redline Networks, LP Ivor Flannery Carrollton TX
Rel Comm, Inc. Joseph Marasco SB Rochester New York
Richline Technical Services, LLC Josh Richline SB Corpus Christi TX Right Systems Sean Padget Lacey WA
Robinett Consulting, Inc. John Robinett VOSB Hampton GA RO-IT, LLC Michael Simmons WBE, MBE Las Vegas NV
ROK Brothers Jason Clemons Millersville MD
RTI Riverside Technologies Inc Erica Kallweit n/a North Sioux City SD RTS Solutionz Inc Ryan Marrs MBE Atlanta GA
Safari Micro, Inc. Michael Day Chandler Arizona
SAI INFOTEK INC Ashalatha Kelam WOSB WESTBOROUGH MA
Saitech Inc Sam Sharma MBE, SB Fremont CA
Sanity Solutions Inc Sheila Gentile Denver CO
SATURN BUSINESS SYSTEMS Lou Siegel MBE New York NY
Sayers Kevin Whitaker Vernon Hills IL
Seamless Advanced Solutions, LLC LeeAnn Colon HUB & MBE Certified Austin TX Sector, LLC Ryan Surber Urbandale IA
Secure Data Technologies, Inc. Derek Herbison O'Fallon IL Secure Operating Solutions LLC Alexander Omeke Minority Richmond TX Sedara, LLC Andrew Aul Buffalo NY
Sehi Computer Products, Inc. Carol Taylor Rochester Hills MI Sencommunications, Inc. Dayo Olabisi Tampa FL
Sentinel Technologies Inc Joana Valentin n/a Downers Grove IL Sequel Data Systems, Inc. Jonathan Clifton Austin TX
Sequentex Melissa Friskney WOSB Boynton Beach FL
SILVERSKY Anna Drake MILFORD CT
SimpleCom - Simple Communications Technologies Brian Adams NA Harrisburg NC SINNOTT WOLACH TECHNOLOGY GROUP INC Jeff Wolach PALM BEACH GARDENS FL SLED IT Solutions, Inc. Harry Singh SB Roseville CA
Softchoice Corporation David Butkiewicz Chicago IL
Solid IT Networks, Inc. Patrick Johnson Small Business Houston TX Solutionz, Inc. Michael Frank MO Los Angeles CA
Solvix Solutions LLC Anthony Rock DBE, WOSB MARLTON NJ
Source Inc of Missouri dba Source Inc Brandon Reid Lenexa KS SOUTHEAST SECURITY CORP Joe Lentine SB SHARON OH
Southern Computer Warehouse, Inc. Valerie State SB Marietta GA Southland Technology Inc Carolina Camberos San Diego CA Squadra Solutions LLC Lisa Graner MCLEAN VA
SSP Data, Inc Sandesh Mutha MBE Richmond CA
Starlight Technology Carson Giller Ham Lake MN
Stealth Tech Services Brian Davis SDVOSB Marietta GA
Steepmeadow Solutions LLC Steve Sharpless Austin TX
STEP CG, LLC Jim West Covington KY
Sterling Computers Corporation Lynette Lambing WOSB North Sioux City SD STG- Scien Technology Group LLC Jeff Sallusto WBE, WO FLORAL PARK NY StorCom Trent Jones SB Geneva IL
STRATEGIC ENDEAVOR LLC Brian McCafferty 8a, SDVOSB, SDB CENTREVILLE VA Strategix Sean Brown SB Richmond KY
STRONG CRYPTO INNOVATIONS LLC Alex Fry Luray VA
Structured Communication Systems, Inc. Si Nae Lim N/A Clackamas OR Swish Data Jordyn Simoes VOSB, SDVOSB, HUBZONE McLean VA SWS GROUP INC DBA BLINK IT SOLUTIONS SWS WHOLESALE Yadhira Marquez SB, WO Ortario CA Symbiote IT Solutions Matthew Hinton Clarksville TN
SYNACKTEK LLC DBA 443 Technologies Mike Bates Shelton CT Synchronous Technologies Nancy Sauber FIFE WA
SYNERGISTIC AGILITY LLC Carl Benbow 8a OWINGS MILLS MD
Synergy IT Solutions of Nys, Inc Nick DeVore ESOP ownership Cheektowaga NY SYSTEM TECH INC Dave Lawes Boise ID
Tanches Global Management, Inc. Tanaz Choudhury HUB, CMBL, WBE, SBE, MBE, WOSB,WBENC Houston TX Team 29B, Inc Brian Snead Pasadena MD
TEC34, LLC Phil Abeyta SB, MO Albuquerque NM
Tech Heads, Inc Landy Kindle Portland OR
TechEx Team Ted Cullinan Small Business Dearborn MI
TECHNEGON, LLC Thomas Richards Spokane WA
Technology Group Solutions LLC DBA TGS Richard Long WBE, MBE - Certified Minority and Woman-owned Business Enterprise Lenexa KS TechPower Solutions Inc Maryanne Caras Redmond WA
Techworks Consulting Thomas Lohr N/A Ronkonkoma NY
Tec-Refresh, LLC Efrem Gonzales Andover MA
Tego Data Systems Johanna Berry Raleigh NC
Tekki LLC Rich Gatchalian SB, MO, VO, SDVO, Small Disadvantaged San Jose CA Teklinks DBA Cspire Jeremy Russell Ridgeland MS
Telanet INC Marlene Galvez NEW YORK NY
Teracai Corp Chris Spauling SYRACUSE NY
TGIPOWER LLC dba iPower Technologies David Spano Boca Raton FL The Fulcrum Group, Inc. David Johnson Texas HUB (Historically Underutilized Business) Keller TX The Habits Group, LLC Zach Johnson Small Business, Veteran Owned, Minority Owned,8a, SDVOSB, DisAbilityIn, SCTRA, DBE, ACDBEAustin TX The Personal Computer Store, Inc. dba Avinext John Crockett College Station TX THE ROOT GROUP INC Becky Nelson SB Boulder CO
Thomas Consultants, Inc. Kevin Brent MBE Memphis TN
Thomas Gallaway Corporation DBA Technologent Greg Hoffman WBE. WBENC Irvine CA Thornburg Computer Services, LLC Brett Hansen WBE Olympia WA Tier4 Technologies Jeremy Lacey Texarkana TX
TommyTQL LLC Thomas Macak HUBZone SB Seattle Washington Toobz LLC Biran Zhang SWAM, SBA (8A) ARLINGTON VA
TouchPoint, Inc. Lisa Harper WOBE Jacksonville FL
Trace3, LLC Jim Loznak Irvine CA
TRI-DELTA RESOURCES Jeff Grant CANANDAIGUA NY
Tri-Tronics Pro Electronics, LLC Tommy Nipper VO Lillington NC Troubadour Technology, INC Jim Rindo LOWELL MA
TSA, Inc. / Technical & Scientific Application Inc. Jeffrey Long WOSB, MOSB, VOSB Hoover AL TSM Consulting Services, Inc Rick Meyers Small Business Rockwall TX Turtle & Hughes Randy Roessle WBE, WOSB CLARK NJ
United Business Technologies - UBTI Cindy McCormack GAITHERSBURG MD United Data Technologies Inc. / UDT Legal Support MO Mirimar FL UPSTATE WHOLESALE SUPPLY INC, DBA BRITE Linsey Cooksey FISHERS VICTOR NY VALCOM SALT LAKE CITY, LC DBA VLCM Matthew Shelley Salt Lake City UT Vancord (formerly TBNG) Michael Grande SB MILFORD CT
Vandis Inc. Max Slygh Albertson New York
Vector Resources Inc Mark Allen Torrance CA
Verge Innovation, LLC Karen Johnson
VeriNext corp Murray Granger Blue Bell PA
Verteks Counsulting, Inc. John Childers Ocala FL
Virtucom Sean Beck WO Peachtree Corners GA
Vision21 Solutions LLC Derek Jatko WO Raleigh NC
Vivacity Tech PBC Collette Morris St. Paul MN
VLR ENTERPRISES, INC DBA VDC TECHNOLOGIES Vactronia Russell SB Jacksonville NC vTech Solution INC Kartik Hirpara 8(a), SDBE, MO Washington DC WARDS MEDIATECH INC Steve Ward Springville UT
WB Mason Matthew Rogers BROCKTON MA
Westwind Computer Products Inc Jennifer Schreuders SB, HUBZone, WOSB, MBE Albuquerque NM White Rock Security Group, LLC.DBA White Rock Cybersecurity Odessa Criales-Smith n/a Dallas TX Wholesale Computer Exchange Tom Quinn Trumbull CT
Winslow Technology Group, LLC. Rita Sullivan Waltham MA WTI Holdings LLC DBA Waterfield Technologies Klaus Hillmann Tulsa OK Updated 2025_08_20

Reseller Name Full Name Diversity Status City State
Xentegra LLC Drew Hill SB, MO Huntersville NC
Xerox IT Solutions, LLC Angela Barlow Oak Brook IL
Xiologix LLC Sheryl Still WBE, SB TUALATIN OR
XIT Inc. DBA XIT Solutions Dipti Pradhan Bakersfield CA Y & S Technologies Inc Mordy Finck BROOKLYN NY
YourTeq, LLC Brian Gorr Plainfield IL
Z SoftechSolutions, LLC Leticia Alexander WO, MO, HubZone Atlanta GA Z7 Solutions Shelley Aleksic WO, MO, SB Orlando FL
Zivaro, Inc. Jasmine Emilio SB Denver CO
ZPro Solutions Saad Faisal NAPLES FL
ZUNESIS INC Tom Savage BROOMFIELD CO
Updated 2025_08_20

Region 4 Education Service Center (ESC)
Contract # R250307
for
Cyber Security Solutions and Services
with

TD SYNNEX Corporation

Effective: October 1, 2025

The following documents comprise the executed contract between the Region 4 Education Service Center and TD SYNNEX Corporation, effective October 1, 2025:

I. Vendor Contract and Signature Form
II. Executed Offer and Signature Form
III. Supplier’s Response to the RFP, incorporated by reference

APPENDIX A

CONTRACT
This Contract (“Contract”) is made as of June 24, 2025 by and between TD SYNNEX Corporation. (“Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of C yber Security Solutions (“the products and services”).

RECITAL
S
WHERE
AS, Region 4 ESC issued Request for Proposals N umber 25-03 for (“RFP”), to which Contractor provided a response (“Proposal”); and
WHERE
AS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHERE
AS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092.

WHERE
AS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract.

WHERE
AS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.

WHERE
AS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1) Term of
agreement. The initial term of the Contract is for a period of three (3) years unless terminated, canceled, or extended as otherwise provided herein. Region 4 ESC shall have the right in its sole discretion to renew the Contract for additional terms up to two (2) years after the end of the initial term or for a lesser period of time as determined by Region 4 ESC by providing written notice to the Contractor of Region 4 ESC’s intent to renew thirty (30) days prior to the expiration of the original term. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Contract. In the event the proposal term, including renewals, ends before another proposal is executed, proposal prices and discounts may be extended on a month-to-month basis by mutual consent. Extensions are limited to the lesser of: a) six (6) additional monthly terms, or b) the time which is required to complete a new solicitation for the goods and services provided for in this solicitation.

Notwithstanding the foregoing paragraph, the term of the Contract, including any extension of the original term, shall be further extended until the expiration of any Purchase Order issued within the Contract term for a period of up to one year beyond the Contract term.

2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein.
3) Form of Contract. The form of Contract shall consist of this Contract, any Purchase Order (or other similar document agreed to in writing by Region 4), Region 4’s Standard Terms and Conditions for Procurement Solicitations, the RFP and any Addenda, Region 4’s Electronic Bid Certifications, the Offeror’s Best and Final Offer(s), as accepted by Region 4, and the Offeror’s Proposal, as accepted by Region 4, each instrument incorporated herein by reference.
4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract,
ii. Any Purchase Order (or other such similar document agreed to in writing by Region 4), iii. Region 4’s Standard Terms and Conditions for Procurement Solicitations, iv. RFP and any Addenda,
v. Region 4’s Electronic Bid Certifications,
vi. Offeror’s Best and Final Offer, as accepted by Region 4, and vii. Offeror’s proposal, as accepted by Region 4.

5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e., bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC.
10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC.

Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing.

11) TERMINATION OF CONTRACT
a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period.

Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following:
i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications;
iv. Failing to complete required work or furnish required materials within a reasonable amount of time;
v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or
vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order.

Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. Conditions of cancellation are addressed in the General Terms and Conditions set forth by Region 4 ESC in the section titled “NON -PERFORMANCE /TERMINATION OF CONTRACT”.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred.
d) Force Majeure. Conditions of Force Majeure are addressed in the General Terms and Conditions set forth by Region 4 ESC in the section titled “FORCE MAJEURE”. e) Standard Cancellation for Convenience. Region 4 ESC may cancel this Contract in whole or in part for convenience and without cause by providing written notice. Such cancellation will take effect 30 calendar days after Region 4 sends the notice of cancellation. After the 30th calendar day all work will cease following completion of final purchase order, provided that when Region 4 may in its sole discretion direct Contractor to cease performance of the contract at any time during the 30 day notice period, in which case Contractor shall discontinue any further charges to Region 4.

12) Licenses. Maintenance of licenses are addressed in the General Terms and Conditions set forth by Region 4 ESC in the section titled “LICENSES AND PERMITS; PERFORMANCE”. 13) Survival Clause. Conditions of survival are addressed in the General Terms and Conditions set forth by Region 4 ESC in the section titled “SURVIVAL”.

14) Delivery. Conforming products shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled by Region 4 if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC.

The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Proposal prices must remain firm for at least one (1) calendar year from the proposal opening date, unless a deviation from this standard and purpose for the deviation is noted in the Vendor’s response. Such deviations are subject to Region 4 ESC approval..

Price increases requested during the term of the contract may be granted at the sole discretion of Region 4 ESC. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal.

Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term.
18) Audit Rights. Audit rights are addressed in the General Terms and Conditions set forth by Region 4 ESC in the section titled “RIGHT TO AUDIT”.
19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.
20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.

21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.
22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. Longer warranty periods and other specifications may be required if indicated herein or through supplemental terms by Region 4.
23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to moving furniture, installing wiring for networks or power, and similar pre-installation requirements.
25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. This requirement is in addition to other provisions contained in this RFP related to criminal history information.
26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.
27) Smoking. Persons working under the Contract shall adhere to local smoking policies.

Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance.

29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract.
30) INDEMNITY. CONTRACTOR SHALL PROTECT, INDEMNIFY, AND HOLD HARMLESS BOTH REGION 4 ESC AND ITS ADMINISTRATORS, EMPLOYEES AND AGENTS

AGAINST ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES ARISING OUT OF OR

RESULTING FROM THE ACTIONS OF THE CONTRACTOR, CONTRACTOR EMPLOYEES

OR SUBCONTRACTORS IN THE PREPARATION OF THE SOLICITATION AND THE LATER EXECUTION OF THE CONTRACT. ANY LITIGATION INVOLVING EITHER REGION 4 ESC, ITS ADMINISTRATORS AND EMPLOYEES AND AGENTS WILL BE IN HARRIS COUNTY, TEXAS.
31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC.
32) Certificates of Insurance. Should the original or addended proposal solicitation identify insurance is required to perform a work, certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified.
33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein.

REGION 4 EDUCATION SERVICE CENTER

STANDARD TERMS AND CONDITIONS FOR PROCUREMENT SOLICITATIONS

These Standard Terms and Conditions for Procurement Solicitations (“Terms and Conditions” or “General Terms and Conditions”); the terms and conditions specified in REGION 4 EDUCATION SERVICE CENTER’S Contract with VENDOR; any Purchase Order (or other similar document agreed to in writing by Region 4); the procurement solicitation and any addenda, exhibits or forms to same (“RFP”) (if any); the REGION 4 ESC Electronic Bid Certifications; and the portions of VENDOR’S proposal submitted in response to the RFP, including any best and final offers, that were accepted by REGION 4 ESC represent the basis for VENDOR to deliver the required goods and/or services. In the event of a conflict or inconsistency between or among the documents that form the entire agreement, the following order of precedence shall control: (1) the Contract; (2) any Purchase Order (or other similar document agreed to in writing by Region 4); (3) these Terms and Conditions ; (4) the RFP and any Addenda; ( 5) Region 4’s Electronic Bid Certifications ; ( 6) VENDOR’s Best and Final Offer, as accepted by Region 4; and (7) the portions of VENDOR’S proposal submitted in response to the RFP that were accepted by REGION 4 ESC. Th e Contract supersedes all prior offers, negotiations, exceptions, and understandings, whether oral or in writing.

GENERAL TERMS AND CONDITIONS
1 PROPOSAL PREPARATION
.1 Contract for Purchase
The Contract(sometimes referred to as “Contract” or “Agreement”) constitutes a binding contract between REGION 4 Educational Service CENTER (“REGION 4 ESC”, “REGION 4” or “CENTER”) and the VENDOR (“VENDOR”), having submitted a proposal in response to a procurement solicitation issued by REGION 4 ESC and whose proposal has been accepted and awarded by REGION 4 ESC, to furnish the goods and/or services specified on the face of the Agreement. This Agreement shall govern each purchase by REGION 4 ESC from VENDOR and is part of the terms and conditions of any purchase order or other similar document agreed to in writing by Region 4 issued in connection with this solicitation.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY VENDOR FORM, PROPOSAL AND/OR

OTHER DOCUMENTATION, THE TERMS AND CONDITIONS OF THE AGREEMENT AS INTEGRATED HEREIN SHALL BE CONTROLLING IN ALL INSTANCES. No pre- published terms on VENDOR’S order acknowledgments, invoices, or other forms shall have any force or effect. Acceptance of the VENDOR’S goods and/or services does not equal acceptance of any of the terms and conditions or other contractual provisions which may be stated in the VENDOR’S forms, proposals, and/or other documentation, except as specifically provided herein.

Notwithstanding anything to the contrary contained in these Terms and C onditions, upon the CENTER’S acceptance of a proposal, the VENDOR and the CENTER will have entered a binding contract. A solicitation/proposal does not become a contract unless and until it is accepted in writing by REGION 4 ESC after all necessary approvals, including any required approval by the REGION 4 ESC Board of Directors. The Agreement is enforceable from the time of the CENTER’S acceptance, without regard to the time of notification to the VENDOR of such acceptance.

.2 Waiver of Preparation Costs and Claims
By submitting a proposal, Offeror expressly agrees to waive any claim it has or may have against REGION 4 ESC, its directors, officers, its trustees, or agents arising out of or in connection with (1) the receipt, handling, administration, evaluation, recommendation of any proposal; (2) any requirements under the solicitation, proposal package, or related documents; (3) the rejection of any proposal or any part of any proposal; and/or (4) the award of a Contract, if any.

STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 2 OF 24
REGION 4 ESC shall not be responsible or liable for any costs incurred by Offerors or the successful Offeror in connection with responding to the RFP, preparing for oral presentations, preparing and submitting a proposal, entering or negotiating the terms of a Contract, or any other expenses incurred by an Offeror. The Offeror is wholly responsible for any such costs and expenses and shall not be reimbursed in any manner by REGION 4 ESC.

.3 Confidentiality
Trade secrets and confidential information in the proposals must be clearly identified. If a VENDOR believes that a proposal is, or parts of a proposal are confidential, then the business organization must specify. The VENDOR must stamp in bold letters or watermark the term “CONFIDENTIAL” on that part of the proposal that the bidder believes to be confidential. The successful proposal may be considered public information even though parts are marked confidential. Copyrighted proposals are unacceptable and will be disqualified as unresponsive.

.4 Preparation Guidance
A representative of the proposing entity authorized to enter into contracts on behalf of the proposing entity must manually sign proposals in ink or electronically, as applicable. The person signing the proposal must indicate their title along with their signature. Proposals received without proper signatures will not be considered. At times, more readily editable versions of documents will be provided where necessary to facilitate the ease of providing information back to the CENTER for all VENDORS. ALL DOCUMENTS SET

FORTH IN THIS PROPOSAL SOLICITATION SHALL REIGN OVER ALTERED VERSIONS PROVIDED BY

THE PROPOSER UNLESS SUCH DEVIATIONS OR MODIFICATIONS ARE DOCUMENTED AND SWORN

TO ON THE PRESCRIBED AND PROVIDED DEVIATION/COMPLIANCE/ACKNOWLEDGEMENT FORM INCLUDED IN THE PROPOSAL REQUEST AND ACCEPTED IN WRITING BY REGION 4.

VENDORS or their authorized representatives are expected to fully inform themselves of the terms, conditions, requirements, and specifications of this invitation before submitting proposals. Failure to do so will be at the VENDOR’s own risk. The law makes no allowance for errors of omission or commission on the part of the proposal companies; furthermore, the VENDOR cannot secure relief on the plea of error or ignorance concerning any requirement included in the proposal invitation.

If a pre-proposal meeting is held, that information will be indicated on page one (1) of the Notice to Propose or indicated explicitly in the electronic bidding portal. VENDORS are welcome to attend the proposal opening via Zoom at the date and time indicated in this proposal solicitation; however, VENDOR presence is not required, and no weight or other consideration toward any award decision will be given to any VENDOR s’ attendance or absence at the proposal opening. The form and content of the proposal recaps will be at the sole discretion of the management and staff of REGION 4.

Proposals shall be submitted only on the forms provided by REGION 4 . Deviations from the General Conditions and Specifications shall be conspicuously noted in writing by VENDOR and included in the proposal.

Small and Minority Firms, Women's Business Enterprises, and Labor Surplus Area firms are especially invited to submit proposals.

2 STATEMENT OF INCLUSION/APPLICABILITY
These General Terms and Conditions apply to all proposal invitations issued by REGION 4. By this inclusion, they become an integral part of any contract awarded or purchase order issued in association with this proposal invitation.

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3 GENERAL TERMINOLOGY
Throughout this document, the terms “Member," "Participating Member," etc., are used interchangeably to mean "the collective, cooperative association and the related activities of the management and staff of REGION 4 and any one or all of its participating school entity or other cooperative members and their management and staff."

The section titles contained in these Terms and Conditions document are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of the provisions of any section of this document.

No number listing of factors, or organization of subject matter or criteria in this document constitutes an order of preference, precedence, or importance unless specifically stated to the contrary.

4 CONTRACT PERIOD
The term length for any contract resulting from any award under this proposal is stated in the Contract, RFP, Purchase Order or other Contract document , as applicable. Unless otherwise indicated in these Terms and Conditions, all proposal pricing will be firm throughout the Contract period.

5 ADDENDUMS
REGION 4 reserves the right to revise and amend the specifications before the date set for the bid opening.

It is the responsibility of each VENDOR, before submitting their proposal, to review https://region4esc.ionwave.net to determine if any addendums have been issued.

If any changes to this proposal invitation occur after the original proposal invitation, the changes or corrections to this invitation will be made by addendum, and any updated information contained in any addendum will prevail over the information contained in the original proposal invitation or any previous addendum.

Each addendum will be sent to all entities that have received a copy of this proposal invitation. REGION 4 or their appointed representative is the sole authority for issuing any addendum related to this proposal. Any communications from any person or entity other than REGION 4 regarding any matters related to this proposal are invalid and will not influence this proposal invitation.

Each addendum must be acknowledged and signed by the VENDOR. The addendum acknowledgment form must be submitted along with the proposal submission before the bid opening date and time indicated the proposal solicitation.

6 CHANGES

AND AMENDMENTS
This Agreement may be changed or amended only by the mutual agreement of the parties, in writing to be attached to and incorporated in this Agreement. No such changes or amendments shall have any effect unless and until a written amendment to this Agreement is executed by REGION 4 ESC’s Executive Director (or designee) after any necessary approvals have been obtained from the REGION 4 ESC Board of Directors.

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7 REQUESTS FOR EXPLANATION/INTERPRETATION
Any explanation desired by a prospective VENDOR regarding the meaning or interpretation of any part of the proposal documents must be requested in writing to the REGION 4 ESC Procurement Contract Specialist identified in this solicitation at least five (5) REGION 4 ESC business days prior to the date set to receive proposals, in order to allow a response to reach all prospective VENDORS s before the submission of their proposals. Any REGION 4 ESC response, interpretation, correction, approval, supplemental instruction or change to the proposal documents will be made in the form of a written addendum and will be posted at the location where the original bid solicitation was accessed. Sole authority for issuing addenda shall be vested in the REGION 4 ESC Procurement Department. All interpretations and/or clarifications considered necessary by and approved by the CENTER in response to a prospective VENDOR ’S written request will be issued by such addenda; verbal requests for clarification or additional information will not be addressed.

Receipt of any addenda issued by the CENTER shall be acknowledged by all prospective VENDOR S s with their proposal submissions. The CENTER reserves the right to reject any proposal due to its failure to incorporate addenda, and the CENTER further reserves the rights: to waive any and/or all formalities, irregularities, and/or technicalities; to be the sole judge of quality and suitability; and to accept any proposal and/or to reject any or all proposals or part(s) of a proposal, without reason or cause. The issuance of the procurement solicitation in no way obligates REGION 4 ESC to award, enter into an agreement, or purchase any goods and/or services.

8 SPECIFICATIONS
Specifications have been developed by REGION 4 and are intended to give information on the type and kind of service requested. Catalog numbers, brand names, or manufacturer's product or reference numbers used in the item specifications are intended to be descriptive, not restrictive. These references, as well as "approved brands" listed, are intended to identify and indicate the type of product being sought and establish the level of quality desired. If any conflict exists in the item s
VENDOR specifications between the product descriptions
and any brand names, models, or reference numbers used, the product descriptions will override the brand names or model number references.

Most proposals on brands of equivalent nature and quality will be considered, provided a reputable manufacturer regularly produces them. However, in some cases, REGION 4 may find it advantageous to standardize equipment and supplies by the manufacturer to achieve efficiencies in procurement, repair, and operation, match existing stock, or satisfy other requirements. In these cases, the specific products identified as "approved brands" will be preferred, especially if all other evaluation factors are equal. For this reason, where particular brands or models are identified, the VENDOR should propose the specified item and an alternate brand or model where desired.

The apparent silence of the specifications as to any detail or the evident omission from any specification of a detailed description concerning any point shall be regarded as meaning that only the best commercial practices shall prevail. All interpretations of the specifications shall be made based on this statement.

If you discover or suspect an error in the item specifications in this proposal invitation, please note it as part of your response. We will attempt to correct errors for future proposal invitations.

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9 CONTRACTOR’S RESPONSIBILITY
Before submitting a proposal, VENDORS shall carefully examine the specifications and related documents, visit the site(s) of the work and fully inform themselves as to all existing conditions and limitations, and shall include in the proposal a sum to cover the cost of all items included in the contract. The VENDOR, if awarded the contract, shall be allowed no extra compensation by reason of any matter or thing which the VENDOR might have or should have fully informed himself prior to the deadline. The submission of a bid indicates that the contractor has visited the site(s), familiarized themselves with the local conditions under which the work is to be performed, and correlated their observations with the requirements of the contract documents.

Supervise and direct the work and be solely responsible for all methods, techniques, procedures, and coordination of the work under this contract.

Initiate, maintain, and supervise safety precautions in connection with the work. The contractor shall obtain approval from the Facility Director for the location of equipment, supplies, and access during the work.

Take all precautions necessary for the safety of and provide protection to prevent damage, injury, or loss to:

• All employees on the premises and all other people who may be affected thereby. • All the work and all materials to be incorporated therein, whether in storage on or off the site. • All property at and adjacent to the sites, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities. All property damaged due to work operations shall be restored by the contractor to its original condition at no charge.
• Please comply with all applicable laws, ordinances, rules, regulations, and orders of all public authorities having jurisdiction for the safety of persons and property to protect them from damage, injury, and loss.
• S ecure all necessary licenses and permits required to perform the work. • All work shall take place in accordance with the contract documents, be completed in all parts, and be in accordance with approved practices and customs.

10 SUBCONTRACTORS
The VENDOR shall not subcontract services provided in this solicitation without prior written approval by REGION 4 ESC. If the CENTER gives written permission for VENDOR to use subcontractor(s) in the performance of any part of this Agreement, VENDOR shall ensure that each subcontractor complies with all provisions of this Agreement and shall be fully responsible to REGION 4 ESC for all acts and omissions of the subcontractors, just as VENDOR is responsible for VENDOR’S own acts and omissions. VENDOR shall require each subcontractor to maintain and to furnish VENDOR with satisfactory evidence of Workers Compensation, Employer’s Liability, and such other forms and amounts of insurance which VENDOR deems reasonably adequate. VENDOR shall remain liable for the acts and omissions of such subcontractor(s) and the proper performance and delivery of all goods and services under this Agreement. Nothing in this Agreement shall create for the benefit of any such subcontractor any contractual relationship between REGION 4 ESC and any such subcontractor, nor shall it create any obligation on the part of REGION 4 ESC to pay or to see to the payment of any moneys due any such subcontractor except as may otherwis e be required by law.

11 INSURANCE REQUIREMENTS
VENDOR shall comply with all of the CENTER’S insurance requirements. VENDOR shall carry and maintain in full force and effect, for the duration of this Agreement, the following insurance coverages, in the amount(s) set out in the sub- sections that follow and with responsible insurer(s) (rated A or better by A.M. Best) acceptable to the CENTER : Workers’ Compensation; Employers’ Liability; Commercial General Liability; Automobile Liability; and Umbrella Liability. VENDOR’S insurance coverage shall be in accor dance with the following requirements:

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.1 REGION 4 ESC shall be designated as an Additional Insured on the Commercial General Liability, Automobile Liability, and Umbrella Liability policies. In addition, REGION 4 ESC shall be named as an alternate employer on the workers’ compensation policy. .2 VENDOR shall cause the insurance policies to: provide that any losses will be payable notwithstanding any act or negligence of the CENTER or any other person; provide that the insurer will have no right of subrogation against REGION 4 ESC; and be reasonably satisfactory to the CENTER in all other respects. .3 All of VENDOR’S insurance coverage shall be primary and non-contributory. .4 All insurance policies required under this Agreement shall contain a provision that at least thirty (30) days’ prior written notice shall be given to REGION 4 ESC in advance of the effective dates of any cancellation, reduction, modification, termination, material change, or non-renewal of such insurance policies. .5 VENDOR shall maintain insurance coverage in the amounts specified by the CENTER. The VENDOR shall not commence any portion of the work under this Agreement until all the insurance required herein and certificates of such insurance have been filed with and approved in writing by REGION 4 ESC. .6 There shall be a hold harmless agreement in which the VENDOR assumes liability on the Agreement and holds REGION 4 ESC harmless.
.7 The VENDOR shall purchase and maintain in force the following types and amounts of insurance for the performance of all of its obligations under this Agreement and provide REGION 4 ESC with a certificate(s) of insurance as evidence. Certificates of Insurance on the current ACORD form shall be issued to the CENTER prior to the start of work showing all required insurance coverage. Copies of such insurance documents shall be part of the Agreement documents, and the VENDOR shall maintain such in force throughout the term of its Agreement with the CENTER.
.8 Casualty Insurance and Securities-Minimum Requirements:
a. Successful VENDOR must maintain workers’ compensation coverage for employees as required by all applicable Federal, State, Maritime, and local laws, as well as Employer’s Liability with required statutory limits per accident.
b. Comprehensive-General Liability Insurance (Occurrence basis only - Bodily Injury and Property Damage): Each Occurrence - $1,000,000; Aggregate - $2,000,000 c. Comprehensive Automobile Liability Insurance- Business (Commercial) Automobile Liability Insurance*: Bodily Injury and Property Damage covering all owned, non-owned and hired vehicles:
d. Bodily Injury and Property Damage Combined Single Limit: $1,000,000 e. Umbrella Liability Insurance (Excess): $1,000,000

No deletions/exclusions from standard coverage form shall be allowed without the prior written consent of REGION 4 ESC’s CHIEF FINANCIAL OFFICER, or designee. The VENDOR shall have ten (10) REGION 4 ESC business days from the date of the award of the Agreement to furnish the REGION 4 ESC Procurement Department the required insurance certificates. No work shall commence until a copy of VENDOR’S current insurance certificate(s) is/are received at and approved in writing by the REGION 4 ESC Procurement Department, 7145 West Tidwell Road, Houston, Texas 77092.

When insurance is required, the above limits are the minimum required by REGION 4 ESC. REGION 4 ESC reserves the right to require additional coverages and/or higher limits to be carried by VENDOR as specified in the procurement solicitation documentation, as deemed desirable by REGION 4 ESC, depending on the type of project.

12 PROPOSAL EVALUATIONS AND AWARDS
All proposals received in response to this proposal invitation, which are submitted in accordance with the instructions and restrictions contained in the section entitled "Proposal Preparation," will initially be considered for award; however, initial consideration of any proposal will not constitute an assessment of its meeting the necessary qualifications, and any proposal may be disqualified at any time during the process of evaluating proposals for failure to meet any other terms or conditions contained anywhere else in the proposal invitation.

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REGION 4 reserves the right to waive any or all proposing irregularities, formalities, or other technicalities, to be the sole and independent judge of quality and suitability of any products offered, and may accept or reject any proposal in its entirety, or may reject any part of any proposal without affecting the remainder of that proposal, and may award the individual items on this proposal in any combination or in any way to best serve the interests of its Members as it perceives those interests to be in its sole discretion.

REGION 4 reserves the right to award contracts to multiple VENDORS. The fact that REGION 4 may make multiple awards should be taken into consideration when responding to this proposal. This is a non-exclusive contract; REGION 4 reserves the right to obtain goods and services from another source as the CENTER deems most advantageous.

REGION 4 ESC does not purchase on the basis of low prices alone. REGION 4 ESC represents that it has considered each of the criteria in Texas Education Code § 44.031(b), thereby fulfilling Section 44.031(b)’s requirement that it “shall consider” the criteria listed in 44.031(b); in accordance with Module 5 of the TEA FASRG and applicable federal laws, 1 REGION 4 ESC has determined which criteria should be considered most important and has assigned weights/points to each criterion based on its importance as outlined in the procurement solicitation. In considering a contract for award, the CENTER may evaluate aspects of the following, as permitted by applicable law:
• Purchase price;
• the reputation of the VENDOR and of the VENDOR’S goods or services; • the quality of the VENDOR’S goods or services;
• the extent to which the goods or services meet the CENTER’S needs; • the VENDOR’S past relationship with the CENTER;
• the impact on the ability of the CENTER to comply with laws and rules relating to historically underutilized businesses;
• the total long-term cost to the CENTER to acquire the VENDOR’S goods or services; • for a contract for goods and services, other than goods and services related to telecommunications and information services, building construction and maintenance, or instructional materials, whether the VENDOR or the VENDOR’S ultimate parent company or majority owner:
o has its principal place of business in this state; or o employs at least 500 persons in this state; and
• any other relevant factor specifically listed in the request for bids or proposals.

The CENTER may choose to contract with a single or multiple VENDORS as necessary to obtain the contract mix that is most advantageous. It may be necessary for REGION 4 ESC to establish a competitive range of acceptable responses as part of the evaluation process, or to establish weights for criteria. Such additions, subtractions, or changes to evaluation criteria would be declared elsewhere in the proposal and would supersede this section. If a competitive range is established, responses failing to score in the competitive range may not receive further award consideration.

It is understood that REGION 4 , through its management and its M embers, may use all means at their collective disposal to evaluate the proposals received on these criteria and the final decision as to the best overall offer, both as to price and to the suitability of the products and services offered to fit the needs of the members of REGION 4, will rest solely with the Board of Directors of REGION 4.

The successful VENDOR(s) will be notified by "Notice(s) of Award" issued by the management of REGION 4.

1 As a general rule, ESCs and LEAs may not apply geographic preferences for procurements involving federal funds. See 2 C.F.R. § 200.319.

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13 QUANTITIES
Quantities reflected in this proposal invitation are estimates based upon the projected needs for REGION 4 during the contract period. Quantities are the best estimate of anticipated needs available at the time of publication of this proposal invitation, but the accuracy of these estimated quantities may be affected by numerous factors including, but not limited to, budgetary adjustments, changing market forces, unintentional errors or omissions, and new construction. Actual needs may be greater or less than the estimated quantities provided.

REGION 4 reserves the right to increase or decrease the order at the same unit price or decrease quantities as funding and needs vary throughout the contract term. VENDORS at the close of the contract period agree not to hold REGION 4 liable for any inaccuracies in estimated quantities.

14 PRICING/ESCALATION/DE-ES

CALATION
The request for proposal process provides for full competition among proposals and allows for negotiation with the supplier(s) to obtain the best product and service at the best price. Under requests for proposals, changes in the nature of a proposal and in prices may be negotiated after proposals are opened.

REGION 4 will evaluate proposals and select the VENDOR offering the most advantageous proposal. Since proposal pricing can be negotiated and is subject to change, no pricing information will be revealed at the public opening. All participating VENDOR S will be given the same opportunity if negotiations are started unless otherwise directed by law . The REGION 4 evaluation committee will be the only deciding body in making the decision to negotiate or not to negotiate.

Proposal prices must remain firm for at least one (1) calendar year from the proposal opening date, unless a deviation from this standard and purpose for the deviation is noted in the Vendor’s response. Such deviations are subject to Region 4 ESC approval. Price increases requested during the term of the contract may be granted at the sole discretion of Region 4 ESC.

No escalation of cost changes in contracted prices or increased rates will be added during the contract period.

Exceptions will be considered at Region 4’s discretion if there are state-mandated increases that will affect all applicable VENDORS equally. The awarded VENDOR agrees not to sell the same product or service at a lower cost to another customer without offering the same pricing discount to REGION 4. In the event that a lower price is provided through any other RFP in the state, REGION 4 will receive that lower price as well.

New technology and products that meet the scope of work may be added to the existing contract. Pricing shall be equivalent to the percentage discount of other products offered. VENDOR may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the original solicitation. No products may be added to avoid competitive procurement procedures. REGION 4 may reject any additions without cause.

If there is a discrepancy between the unit cost and the total price, the unit cost will stand as the proposal price.

The unit cost will be considered the price by weight or the cost whichever is applicable. The unit cost will only be the case price if the package quantity throughout the industry is standardized.

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15 TAX
REGION 4 and Participating Members are public jurisdictions that are exempt from sales, excise, and use taxes. REGION 4 and Participating Members, upon individual requests, will provide tax exemption certificates for the VENDOR. Unless otherwise specified in this proposal invitation, sales tax will only be included in any proposal response or invoice submitted by any VENDOR if the VENDOR has requested a tax exemption certificate from the CENTER in writing and failed to receive the same within a reasonable period of time. The limited sales, excise, and use tax laws recognize the inclusion of tax exemption information as part of a purchase order document to be as binding as if it had been submitted separately, and by responding to this proposal invitation, the VENDOR agrees to accept tax exemption information in such form.

16 WITHDRAWALS OR MODIFICATION OF PROPOSAL
Subject to the restrictions discussed below, REGION 4 will consider a written request from any VENDOR that the VENDOR be allowed to withdraw any proposal submitted, but only in its entirety, and only until the due date and time for proposal submission as stated in the request for proposal included with this proposal invitation. A representative of the proposing entity who is authorized to enter into contracts on behalf of the proposing entity must manually sign any request for the withdrawal of any proposal in ink, and the person signing the request must indicate their title along with their signature. No proposal may be withdrawn after the date and time that proposals are due as specified in the RFP. Only proposals that have been submitted consistent with the instructions relating to packaging and labeling of the proposal will be considered for withdrawal.

If there is any question in the mind of the management or staff of REGION 4 regarding the identity of the proposal or the identity of the VENDOR relating to any request for the withdrawal of any proposal, REGION 4 will refuse to allow the withdrawal of the proposal. Withdrawal of any proposal allowed by REGION 4 will require the completion and signature of a written receipt by the VENDOR’s representative satisfactory to the management or staff of REGION 4 before the proposal is released. The decision of the management or staff of REGION 4 relating to any matters concerning proposal withdrawal will be final.

If a VENDOR requests to withdraw a proposal and REGION 4 allows the withdrawal of the proposal, the VENDOR may resubmit the proposal, or submit a new proposal, up until the due date and time for proposal submission as stated in the RFP included with this proposal invitation, provided any new submission meets all the qualifications of proposal submission included in these General Terms and Conditions.

If a VENDOR resubmits a proposal that was withdrawn and makes changes to any document in the proposal package, an authorized agent of the proposing entity must indicate alterations made to any proposal document.

All proposals in the possession of REGION 4 at the time proposals are due shall be deemed final, conclusive, and irrevocable, and no proposal shall be subject to withdrawal, amendment, or correction after the due date and time for proposal submission as stated in the RFP included with this proposal invitation.

17 DEVIATIONS FROM SPECIFICATIONS OR TERMS/CONDITIONS
Any and all limitations, exceptions, qualifications, special conditions, or deviations from these General Terms and Conditions or any of the item specifications, including the offering of any alternate to the "approved brand and/or model" (where identified) must be clearly noted in detail by the VENDOR at the time of submission of the proposal. The absence of such limitations, exceptions, qualifications, special conditions, or deviations being submitted in writing with the VENDOR’S response will hold the VENDOR accountable to REGION 4 and its Members to perform in strict accordance with all these General Terms and Conditions and all the item specifications as written, including any "approved brands and/or models" identified. The VENDOR should be aware that the submission of any such limitations, exceptions, qualifications, special conditions, or deviations with the proposal response may place the VENDOR at a competitive disadvantage or otherwise prevent REGION 4 from considering the proposal on the affected item(s).

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Any deviation from any of the item specifications, including the delivery of any product other than the specific brand and model of the product awarded, will be grounds for rejection of the product(s) when delivered, and will expose the VENDOR to the remedies identified in the section entitled "Non-Performance/Termination of Contract" and may jeopardize future business from the CENTER.

18 CONTRACTS AND PURCHASE ORDERS
A response to this proposal invitation is an offer to contract with REGION 4 and its Members based on the item specifications and the General Terms and Conditions contained in the proposal invitation. Proposals do not become contracts until they are accepted by REGION 4 through an award notice to the VENDOR and put into effect by the issuance of a purchase order(s) signed by an authorized representative of REGION 4 .

Purchase orders will be delivered by facsimile, emailed or mailed to the VENDOR. All deliveries and financial transactions will occur directly between the VENDOR and REGION 4.

All contracts and agreements between vendors and REGION 4 shall strictly adhere to the statutes as set forth in the Uniform Commercial Code as last amended.

19 NON-PE

RFORMANCE/TERMINATION OF CONTRACT
Termination of this Agreement will take place under the following conditions:
• Termination by REGION 4 ESC, if the VENDORS refuses or fails to comply, or proceeds in a manner that does not comply, with the Agreement, or otherwise breaches any provision of the Agreement, and fails to cure the default as set forth below.
• Termination by REGION 4 ESC, i f the VENDOR does not carry out the provisions of this Agreement in its true intent and meaning as specified in the scope of work and fails to cure the default as set forth below. • Termination by REGION 4 ESC, if th e VENDOR does any of the following and fails to cure the default as set forth below: fails to make progress; fails to provide the goods or perform the services within the time period specified or any written extension thereof; breaches any provision of the Agreement , the procurement solicitation, and/or a purchase or work order; fails to make payment(s) owed; or defaults in whole or in part.
• Termination by REGION 4 ESC, i f th
e VENDOR charges increased rates that are not agreed to in advance or as specified herein.
• Termination by REGION 4 ESC, if th e VENDOR becomes insolvent, enters voluntary or involuntary bankruptcy or receivership proceedings, or makes an assignment for the benefit of creditors. • Termination by REGION 4 ESC, if the VENDOR is in violation of any federal, state, or local law. • Termination by REGION 4 ESC due to budgetary requirements, including, but not limited to, as set forth in the section of these terms and conditions entitled “Funding Out Clause.” • Termination by Region 4 for Convenience - Unless specifically stated otherwise in the procurement solicitation, this Agreement may be terminated for any reason, with or without cause, by Region 4 by giving thirty (30) business days' written notice to the VENDOR. Region 4 may further direct VENDOR to cease providing all products and services during the interim notice period prior to such termination, and upon receipt of such written notice from Region 4, VENDOR shall immediately discontinue same and Region 4 shall incur no additional charges from the time forward.

In th
e event of a breach or default of the Agreement and/or the procurement solicitation by VENDOR, REGION 4 ESC reserves the right to enforce the performance of the Agreement and/or the procurement solicitation in any manner prescribed by law or deemed to be in the best interest of REGION 4 ESC. REGION 4 ESC’s right to require strict performance of any obligation in the Agreement will not be affected by any previous waiver, forbearance, or course of dealing.

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Upon VENDOR’S default of obligation to the Agreement, VENDOR will be served notice to provide satisfactory compliance to the Agreement without penalty. If the VENDOR neglects or refuses to follow such notice and fails to cure the default within ten (10) business days, REGION 4 ESC will have the right (without limiting any other rights or remedies that it may have in the Agreement or by law) to terminate the Agreement with five (5) calendar days’ prior written notice to VENDOR. REGION 4 ESC will then be relieved of all obligations, except to pay for VENDOR’S prior acceptable performance as set forth below. In the event of VENDOR’S default, REGION 4 ESC is expressly authorized to obtain the goods and/or services that would have been provided by VENDOR under this Agreement from an alternative source. VENDOR shall be held liable to REGION 4 ESC for all losses, costs, and/or expenses (including those exceeding the Agreement price) sustained by REGION 4 ESC as a result of VENDOR’S failure to conform to this Agreement, including, but not limited to, those losses, costs, and expenses that REGION 4 ESC incurs in completing or procuring the services and/or goods as provided for in the Agreement. In the event the Agreement is terminated, REGION 4 ESC reserves the right to award the Agreement to another VENDOR at its sole discretion, and/or to obtain comparable goods and/or services elsewhere and either deduct the costs of obtaining such services from any amount owed VENDOR or VENDOR shall reimburse the CENTER for such costs incurred by the CENTER.

In the event of early termination, including for convenience, the CENTER will make payment only for goods and services rendered and accepted by the CENTER through the effective date of the Agreement’s termination, at a cost not exceeding the Agreement rate and subject to any claims, costs and expenses incurred by REGION 4 ESC as a result of VENDOR’S default. The CENTER will be responsible for payment for only those goods and services that have been accepted by the CENTER up to the termination date. The CENTER is entitled to a pro -rata refund for any goods and/or services for which the CENTER has paid but which have not yet been provided by VENDOR or accepted by the CENTER.

In the event this Agreement is terminated because of a violation or breach of the Agreement’s terms by the VENDOR, the CENTER shall be entitled to all administrative, contractual, and legal remedies, including sanctions and penalties.

VENDOR agrees that REGION 4 ESC shall not be liable for damages in the event that REGION 4 ESC declares VENDOR to be in default or breach of this Agreement and/or the procurement solicitation. VENDOR further agrees that upon termination of the Agreement for any reason, VENDOR shall, in good faith and with reasonable cooperation, aid in the transition to any new arrangement and/or VENDOR .

20 FORCE MAJEURE
The parties to this Agreement may be excused from performance hereunder during the time and to the extent that they are prevented from performance due to an act of God, fire, strike or lockout, or other occurrences which are reasonably beyond such party’s control, when satisfactory evidence thereof is presented to the other party and provided that such non- performance is not due to the fault of the non- performing party. The parties to this Agreement are required to use due caution and preventive measures to protect against the effects of force majeure, and the burden of proving that a force majeure event has occurred shall rest on the party seeking relief under this provision. Neither party shall have any claim for damages against the other resulting from delays caused solely by force majeure. Notwithstanding any other provision of this Agreement, in the event the VENDOR’S performance of its obligations under this Agreement is delayed or stopped by a force majeure event, REGION 4 ESC shall have the option to terminate this Agreement. This section shall not be interpreted as to limit or otherwise modify any of REGION 4 ESC’s contractual, legal, or equitable rights.

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21 NON-COL LUSION CERTIFICATION
By signing this proposal, the VENDOR certifies that, to the best of their knowledge:
• Neither the VENDOR nor any business entity represented by the VENDOR has received compensation for participation in the preparation of the item specifications or the General Terms and Conditions related to this proposal invitation.
• This proposal has been arrived at independently and is submitted without collusion with any other VENDOR, with any competitor or potential competitor, or with any other person or entity to obtain any information or gain any special treatment or favoritism that would in any way limit competition or give any VENDOR an unfair advantage over any other VENDOR with respect to this proposal. • The VENDOR has not accepted, offered, conferred, or agreed to confer, and will not in the future accept, offer, confer, or agree to confer, any benefit or anything of value to any person or entity related to REGION 4 or any of its Members in connection with any information or submission related to this proposal, any recommendation, decision, vote, or award related to this proposal, or the exercise of any influence or discretion concerning the sale, delivery, or performance of any product or service related to this proposal.
• Neither the VENDOR , nor any business entity represented by the VENDOR, nor anyone acting for such business entity, has violated the Federal Antitrust Laws or the antitrust laws of this State with regard to this proposal, and this proposal has not been knowingly disclosed, and will not be knowingly disclosed to any other VENDOR, competitor, or potential competitor prior to the opening of proposals or proposals for this project.
• No attempt has been or will be made to influence any other person or entity to submit or to not submit a bid or proposal response.
• The person signing this bid proposal agrees to the accuracy regarding the statements contained in this document.

22 NO ASSIGNMENT
Neither this Agreement nor any right, interest, duty, obligation, or responsibility of VENDOR to furnish the goods and/or services specified in this Agreement shall be subcontracted, assigned, transferred, mortgaged, pledged, or otherwise delegated, disposed of, or encumbered in any way by the VENDOR without the prior written acknowledgment and approval of REGION 4 ESC. Any attempted assignment of this Agreement by VENDOR shall be null and void. In the event REGION 4 ESC approves of any assignment, VENDOR shall have full responsibility for the completion and performance of all services and the delivery of all goods awarded to VENDOR pursuant to this Agreement.

No purchase or work order made as a result of this Agreement may be transferred, assigned, subcontracted, mortgaged, pledged, or otherwise disposed of or encumbered in any way by VENDOR without the prior written approval of REGION 4 ESC.

VENDOR is required to notify REGION 4 ESC when any material change in operations occurs, including but not limited to, changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like, within three (3) business days of such change.

23 CERTIFICATIONS REGARDING LEGAL AND ETHICAL MATTERS
.1 VENDOR has read and understands all the General Terms and Conditions in this document, and agrees to be bound by them, and is authorized to submit proposals on behalf of their entity. .2 The VENDOR has noted any and all relationships that might be conflicts of interest and included such information with their proposal response.
.3 The proposal submitted conforms to all item specifications, these General Terms and Conditions, and any other instructions, requirements, or schedules outlined or included in this proposal invitation.

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.4 If this proposal is accepted, in whole or in part, the proposing entity will furnish any item(s) awarded to them under this proposal invitation to REGION 4 at the price proposal, and in accordance with the item specifications and the terms and conditions contained in this proposal invitation. .5 The proposing entity has, or has the ability to obtain, such financial and other resources, including inventories, as may be required to fulfill all the responsibilities associated with this proposal. .6 The proposing entity has a high degree of integrity and business ethics, and a satisfactory record of performances, and has not been notified by any local, state, or federal agency with competent jurisdiction that its standing in any matters whatsoever would preclude it from participating in this proposal, it would in no other way whatsoever be disqualified to proposal or receive any award or contract related to this proposal, and the VENDOR will comply with any reasonable request from REGION 4 to supply any information sufficient to substantiate the proposing entity's ability to meet these minimum standards. .7 The VENDOR has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted bid.
.8 The VENDOR is not currently delinquent in the payment of any franchise tax owed to the State of Texas. .9 T he proposing entity has identified and disclosed in this written proposal response any and all known or suspected matters that would disqualify it from participating in this proposal or receiving any award or contract related to this proposal, recognizing that the VENDORS failure to identify and disclose in this proposal response any such matters which do exist is a material breach of contract which will void the submitted proposal or any resulting contracts, and subject the proposing entity to be removed from all proposal lists, and possible criminal prosecution.
.10 The proposing entity has obtained and will continue to maintain, during the entire term of this contract, all permits, approvals, or licenses necessary for the lawful performance of its obligations under this contract. .11 The prices, prompt payment discount terms, delivery terms, distribution allowances, and the quality and/or performance of the products and services offered in the proposal response are and will remain the same or better than those offered to the VENDOR's most favored customer under equivalent circumstances. .12 The proposing entity will comply with all laws relating to intellectual property, will not infringe on any third party's intellectual property rights, and will indemnify, defend, and hold REGION 4 and its Members harmless against any claims for infringement of any copyrights, patents, or other infringements related to its activities under this contract.
.13 The proposal submitted complies with all federal, state, and local laws concerning these types of products or services, and the proposing entity will continue to comply with any applicable federal, state, and local laws related to the proposing entity's activities in connection with this contract. .14 The proposing entity will maintain, at the proposing entity's expense, any insurance necessary to protect REGION 4 and its Members from all claims for bodily injury, death, or property damage that might arise from the performance by the proposing entity or the proposing entity's employees or its agents of any service required of the proposing entity under this contract; however, the existence of such insurance will not relieve the proposing entity of full responsibility and liability damages, injury, death, or loss as described or as otherwise provided for by law.
.15 Neither REGION 4 nor any of its Members shall be liable to the VENDOR for any damages (including, but not limited to, loss of profits or loss of business, or any special, consequential, exemplary, or incidental damages) in the event that REGION 4 declares the VENDOR in default. .16 VENDOR understands that signing the proposal with any false statement is a material breach of contract which will void the submitted proposal or any resulting contracts and subject the VENDOR to removal from all proposal lists, and possible criminal prosecution.
.17 Unless otherwise provided for in this proposal invitation, any written notice or other communication required by this proposal or by law will be conclusively deemed to have been given and received on the second business day after such written notice has been deposited in the U.S. Mail, properly addressed, and with sufficient postage affixed thereto, provided such notice shall not prevent the giving of actual notice in any other manner. Such notice shall also be deemed to be delivered to Vendor upon sending an email to the Vendor’s email address provided in the Vendor’s response to the RFP or at such other email address provided by Vendor.

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24 EQUAL EMPLOYMENT OPPORTUNITY (EEO) DISCLOSURES
By submission of a proposal, the VENDOR agrees that in the performance of any contract resulting from any award under this proposal, the proposing entity will comply with all applicable equal employment opportunity laws and regulations, including, but not limited to an agreement not to deny any benefit to, exclude from any opportunity, or discriminate in any way against, any applicant, employee, or any other person because of age, color, creed, gender, handicapping condition, marital status, national origin, political affiliation or belief, race, religion, or veteran status.

The proposing entity agrees that during the period of any contract resulting from any award under this proposal invitation will remain, in compliance with Executive Order 11246, entitled "Equal Employment Opportunity" as amended by Executive Order 11375, and as supplemented in Department of Labor Regulations (41CFR Part 60).

The occurrence of any prohibited discrimination will constitute VENDOR's breach of contract due to a substantial failure by the VENDOR to fulfill its obligations, whereupon REGION 4 may terminate the VENDOR's contract for cause as provided by section entitled "Non-Performance/Termination of Contract."

25 OWNERSHIP OF AND RIGHTS TO USE COPYRIGHTED MATERIALS The VENDOR hereby covenants and warrants that the VENDOR is the owner of and/or has full right and authority to use all of the copyrights incorporated in the scope of the work. The VENDOR agrees that the VENDOR will not contest REGION 4’s right to use any copyrighted material within the scope of work and that the VENDOR will not contest the validity of any copyright arising out of the scope of work performed in accordance with this agreement. VENDOR SHALL INDEMNIFY REGION 4 FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY THIRD-PARTY ALLEGATION THAT REGION 4’S USE OF ANY SUCH MATERIALS ARE A BREACH OF SUCH PARTIES INTELLECTUAL PROPERTY RIGHTS.

26 DISPUTES/VENUE/ATTORNEYS’ FEES
This contract shall be governed by REGION 4 ESC and VENDOR shall have all remedies afforded each by the Uniform Commercial Code, as adopted in the State of Texas, except as otherwise provided in this contract or in statutes pertaining specifically to the State. This contract shall be governed by the laws of the State of Texas, and suits pertaining to this contract may be brought only in the courts of the State of Texas in Harris County.

The prevailing party in any adjudication relating to or arising out of this Agreement shall be awarded all reasonable and necessary attorneys’ fees and costs.

27 WAIVER
No claims or rights arising out of a breach of this contract can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.

28 INTERPRETATION – P AROLE EVIDENCE
The parties intend this writing as a final expression of their agreement and a complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties and no usage of the trade shall be relevant to supplement or explain any terms used in this agreement. Acceptance of acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Texas Business & Commerce Code is used in this agreement, the definition contained in the Code shall be controlling.

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29 RIGHT TO ASSURANCE
Whenever one party to the contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract.

30 FUNDING OUT CLAUSE (NO N-APPROPRIATION)
Renewal of this Agreement or continuation beyond the current fiscal year, if any, will be in accordance with Texas Local Government Code § 271.903 concerning non- appropriation of funds for multi -year contracts.

Notwithstanding any other provision of this Agreement or obligation imposed on REGION 4 ESC by this Agreement, REGION 4 ESC shall have the right to terminate this Agreement without default or liability to VENDOR resulting from such termination, effective as of the expiration of each budget period of REGION 4 ESC if it is determined by REGION 4 ESC, in REGION 4 ESC’s sole discretion, that there are insufficient funds to extend this Agreement. The parties agree that this Agreement is a commitment of REGION 4 ESC’s current revenue only. Notwithstanding anything to the contrary in this Agreement, the CENTER is obligated to make payments only as approved each year by the CENTER’S Board of Directors. The CENTER’S Board of Directors retains the right to terminate this Agreement at the expiration of each budget period of the CENTER.

To the extent that the CENTER will use federal grant funds to fulfill its obligations under this Agreement, VENDOR acknowledges that federal funds will be used to pay for all or a portion of funds due under this Agreement and that this Agreement is only effective upon receipt of the Notice of Grant Award (“NOGA”) by the CENTER from the awarding agency. As such, if the CENTER does not receive sufficient funding for the services provided in this Agreement, the CENTER may terminate this Agreement without penalty or further obligation to VENDOR, at any time upon written notice to VENDOR.

31 RELATIONSHIP OF

PARTIES
It is the intention of the parties that VENDOR be an independent contractor and not an employee, agent, joint venturer, or partner of the CENTER. REGION 4 ESC and VENDOR acknowledge that they do not have a continuing relationship, and that this Agreement is intended only to create a limited relationship for the specific purposes of providing the goods and/or services referenced in this Agreement. Neither party shall have any power or authority to bind or commit, or to assume or create any obligation or responsibility on behalf of, the other party in any respect, contractually or otherwise, to any third party. In the event this Agreement requires the VENDOR’S performance of services by VENDOR’S employees, or persons under contract to VENDOR, to be done on REGION 4 ESC property, the VENDOR agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of REGION 4 ESC. In no event shall either party, or any of its respective officers, agents, or employees, be considered the officers, agents, or employees of the other party. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee, a joint venture, merger, or any business partnership between the CENTER and either VENDOR or any employee or agent of VENDOR.

VENDOR agrees that the CENTER has no responsibility for any conduct of any of VENDOR’S staff, participants, visitors, employees, agents, representatives, personnel, contractors, subcontractors, invitees, or licensees. VENDOR assumes full responsibility for the actions of its staff, participants, visitors, employees, agents, representatives, personnel, contractors, subcontractors, invitees, and licensees while performing any services incident to this Agreement and shall remain solely responsible for their supervision, daily direction and control, payment of salary (including withholdings), workers’ compensation, disability benefits, and like requirements and obligations. As an independent contractor, VENDOR will be solely responsible for determining the means and methods for performing the Services and shall furnish all tools, materials, transportation, and personal incidentals necessary in the performance of the Services. VENDOR shall be responsible for any and all applicable social security and personal income taxes that may become due as a result of any payments made by the CENTER hereunder and VENDOR shall indemnify and hold the CENTER harmless in this regard.

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32 INTELLECTUAL PROPERTY
This Agreement shall not be constructed to convey any rights of ownership or any other license, right, title or interest in the other Party’s trademarks, copyrights, video programs, curriculum, documents, patents or any other intellectual property.

33 RIGHT TO AUDIT
REGION 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. REGION 4 ESC shall have the authority to conduct random audits of VENDOR’S pricing that is offered at REGION 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that REGION 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement; REGION 4 ESC shall have the ability to conduct an extensive audit of VENDOR’S pricing at VENDOR’S sole cost and expense. REGION 4 ESC may conduct the audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by REGION 4 ESC.

34 PROPOSAL ACCEPTANCE
The period for acceptance of this proposal will be sixty (60) calendar days unless the VENDOR indicates a different period.

35 PAYMENT
Prior to authorizing payment to Contractor, REGION 4 shall evaluate Contractor’s performance using the performance standards set forth in all documents constituting this Contract. Contractor shall provide invoices to REGION 4 for Commodities/Services provided/performed. Invoices must be submitted not later than the 15th day of the month after the Services are completed. No payment whatsoever shall be made under this contract without the prior submission of detailed, correct invoices. Subject to the foregoin g, REGION 4 must make all payments in accordance with the Texas Prompt Payment Act, Texas Government Code, Chapter 2251. Payments under this Contract may be subject to the availability of appropriated funds. Contractor acknowledges and agrees that payments for services provided under this Contract may be contingent upon REGION 4’s receipt of funds appropriated by the Texas Legislature.

36 LAWS AND REGULATIONS
VENDOR agrees to comply and certifies compliance with, on behalf of itself and any subcontractors (if approved by the CENTER in accordance with this Agreement), and their respective employees, agents, and representatives, all federal, state, and local laws, acts, rules, regulations, and ordinances, as applicable, including, but not limited to the Education Department General Administrative Regulations (“EDGAR”), 2 C.F.R. Parts 200 and 3474, and 34 C.F.R. Parts 75-77 and 81, and Texas Government Code Chapter 2258.

If applicable, VENDOR certifies compliance with all provisions, laws, acts, regulations, rules, and ordinances as detailed in the “Contract Provisions for Non-Federal Entity Contracts under Federal Awards” in Appendix II to 2 C.F.R. Part 200, which is incorporated by reference herein. VENDOR further certifies compliance with all applicable provisions, laws, acts, regulations, rules, and ordinances, including but not limited to those referenced in the CENTER’S Bid Attributes completed by VENDOR, which is incorporated by reference herein. Further, VENDOR agrees to and shall comply with all rules, regulations, policies, procedures, and other requirements of the CENTER and the school campus(es) on which any work is to be performed under this Agreement. VENDOR shall indemnify and hold REGION 4 ESC harmless from and against all claims, demands, suits, actions, judgments, fines, penalties, and liability of every kind arising from the breach of VENDOR’S obligations under this provision.

37 LAW AND WAGE RATES
In the execution of this contract, the VENDOR shall comply with all applicable local, state and federal laws.

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38 DAMAGES
The successful VENDOR will be held responsible for and required to make good, at his own expense, all damages to persons and property caused by carelessness or neglect on the part of their employees.

39 VENDOR ASSURANCE
The VENDOR must supply assurance which warrants that the prompt payment discount terms, delivery terms, distribution allowance, quality and performance of product/services, prices and other conditions/provisions offered in this proposal are the same or better than those offered by the proposing entities most favored customer.

40 VENDOR EXPERIENCE
The VENDOR must be fully prepared with the necessary personnel, materials, machinery and equipment to begin the work promptly and to conduct the work as required in the terms, conditions and specifications of this proposal.

REGION 4 may make investigations as deemed necessary to determine the ability of the VENDOR to perform the work, and the VENDOR shall furnish to the CENTER all information and data as requested. REGION 4 reserves the right to reject any proposal if the evidence submitted by, or investigation of, a VENDOR fails to satisfy REGION 4 that the VENDOR is properly qualified to carry out the obligations of the contract and to complete the work contemplated therein.

41 PROPRIETARY INFORMATION OR TRADE SECRETS
If any of the information requested is considered to be proprietary or a trade secret belonging to the VENDOR, that information should be filed with the proposal in a separate envelope appropriately designated.

42 SURVIVAL
Expiration or termination of the contract for any reason does not release VENDOR from any liability or obligation set forth in the contract that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the contract, including without limitation the provisions regarding warranty, indemnification, confidentiality, and rights and remedies upon termination.

All applicable software license agreements, warranties or service agreements that are entered into between VENDOR and REGION 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by VENDOR shall survive expiration or termination of the Contract. All quotations issued by VENDOR shall survive expiration or termination of the Contract where such quotation is furnished inside of the Contract Period or subsequent renewal .

43 SEVERABILITY
In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.

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44 EDUCATIONAL RECORDS
VENDOR agrees that VENDOR and its employees, agents, and/or representatives may receive access to student information for certain students of the CENTER or its Participating Member pursuant to this Agreement. VENDOR shall secure the confidentiality of all information and records in accordance with applicable federal and state laws, rules, and regulations, including but not limited to all privacy laws. VENDOR understands that the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, governs the privacy and security of educational records and information, and VENDOR agrees to abide by FERPA rules and regulations, as applicable. Pursuant to the FERPA, the VENDOR must protect the confidentiality of the CENTER, or its Participating Member, student records and shall not release any information without written consent from the CENTER, or its Participating Member, the student’s parent/guardian, or eligible student unless required to do so by applicable law. VENDOR further acknowledges that to the extent VEN DOR, including but not limited to, VENDOR’S staff, employees, and/or representatives, receives confidential CENTER, or its Participating Member, student information during the performance of duties under this Agreement, VENDOR is considered a “school official” in accordance with FERPA and shall not disclose confidential student information or education records except as otherwise permitted by applicable law.

VENDOR shall require its employees and other agents to execute written agreements requiring that suc h information be kept confidential. The Parties agree to enter into a Data- Sharing Addendum (or similarly titled and intended document) in the event confidential student information is to be shared, as required by applicable law. VENDOR and its employees/ representatives shall at all times abide by applicable laws, including FERPA and the Health Insurance Portability and Accountability Act (HIPAA). VENDOR must destroy any student information received from the CENTER, or its Participating Member when no longer needed for the purposes of the Agreement. VENDOR shall immediately provide notice to the CENTER , or its Participating Member of any violation of the terms of this section. VENDOR shall be solely responsible for any breach of the obligations of this section by any of its employees, agents, representatives, or subcontractors or their employees, agents, or representatives.

45 CENTER’S CONFIDENTIAL INFORMATION
In the course of performing duties under this Agreement, VENDOR may view, obtain, or have access to financial, accounting, statistical, personnel, and other information of a confidential nature concerning students and schools being served by the CENTER and employees of the CENTER or its Participating Member. All such information is confidential and shall not be disclosed, directly or indirectly, to any person other than authorized officials of the CENTER or its Participating Member, either during or after the effective period of this Agreement. VENDOR acknowledges that the CENTER or its Participating Member would be irreparably injured if VENDOR were to disclose such information to third parties not entitled to receive such information or to misappropriate such confidential information for VENDOR’S own purposes or benefit and that money damages would not compensate the CENTER or its Participating Member for such irreparable injury.

46 INVOICING AND PAYMENT
Itemized invoices shall be mailed to the CENTER and directed to the CENTER’S Accounts Payable Department. VENDOR shall submit invoices within a timely manner during the CENTER’S fiscal year in which the good(s) and/or services are purchased, as applicable. Invoices received more than 60 days after the date the work was performed will not be paid by the CENTER . The following requirements apply to invoices submitted for payment:
.1 One invoice shall be submitted per CENTER Purchase Order. .2 Invoice shall bear the following: (a) date of invoice; (b) date(s) of service, if applicable; (c) name of VENDOR; (d) brief description of the item(s), quantity, unit price(s), and extended price(s); (e) if applicable, dates of service(s), including list of services provided daily including dates and amount of time spent performing each service and detailed descriptions of the services provided on each of the dates listed including location where services were provided; (f) VENDOR’S complete mailing address and telephone number.

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.3 Invoice submission shall include any necessary substantiating documentation or information as required by the Agreement; and certification of goods and/or services provided through a signature by a VENDOR company representative.
.4 Invoice shall reference the CENTER Purchase Order Number. .5 Invoice shall be in duplicate.
.6 Invoice shall only be paid for goods/products/equipment/services delivered and accepted by CENTER .7 Advance payment to VENDOR is strictly prohibited unless otherwise determined on a case-by-case basis. .8 VENDOR is required to submit to the CENTER a completed IRS Form W -9 for the current tax year and all other forms required by the CENTER (e.g., Felony Conviction Notice, Conflict of Interest Questionnaire, etc.) before payment is rendered.
.9 In accordance with Texas Government Code §2251.021, payments are due to VENDOR within forty-five (45) days after the later of the following: (1) the date CENTER receives the goods; (2) the date the performance of the service is completed; or (3) the date CENTER receives an invoice for the goods and/or services.

In the event VENDOR presents the CENTER with invoices, statements, reports, etc. that are incomplete, inaccurate or in need of substantial internal research, such action could result in delay of payment. The CENTER will not be responsible for any interest charges and/or late fees because of delayed payment due to time delays caused by inadequate or incomplete information provided in invoices by VENDOR.

VENDOR agrees to pay any subcontractors, if any, the appropriate share of the payment received from the CENTER not later than the tenth (10th) day after the date VENDOR receives the payment from the CENTER.

VENDOR shall be responsible for satisfaction of all applicable IRS standards concerning reporting of income and payments to VENDOR’S subcontractors and/or employees, if any. The exceptions to payments made by the CENTER and/or VENDOR listed in Texas Government Code § 2251.002 shall apply to this Agreement. In the event that VENDOR’S personnel begin work before VENDOR receives a valid purchase order and/or the signing of this Agreement, VENDOR agrees that the CENTER is not liable for payment of such services rendered.

In addition to all other rights and remedies that the CENTER may have, the CENTER shall have the right to setoff, against any and all amounts due to VENDOR by the CENTER, whether due under this Agreement or any other agreement between the CENTER (including any division of the CENTER) and VENDOR, any sums to which the CENTER is entitled under this Agreement, as determined by the CENTER in its sole discretion, including, without limitation, sums due by VENDOR to the CENTER as a result of indemnification obligations and/or warranty claims.

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47 INDEMNIFICATION, REMEDIES, AND GOVERNING LAW/VENUE
.1 TO THE FULLEST EXTENT PERMITTED BY LAW, VENDOR AGREES TO PROTECT, DEFEND,

INDEMNIFY, AND HOLD HARMLESS THE CENTER, ITS DIRECTING BOARD MEMBERS,

TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, FROM AND AGAINST

ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS, FINES, PENALTIES, AND

EXPENSES (INCLUDING REASONABLE LITIGATION COSTS AND ATTORNEY'S FEES, INCLUDING

APPEALS), FOR WHICH T HE CENTER , ITS DIRECTING BOARD MEMBERS, TRUSTEES,

OFFICERS, EMPLOYEES, AGENTS, AND/OR REPRESENTATIVES, CAN OR MAY BE HELD LIABLE

AS A RESULT OF INJURY (UP TO AND INCLUDING DEATH) TO A PERSON OR PERSONS OR

DAMAGE TO PROPERTY, ARISING OUT OF, OCCASIONED BY, OR IN ANY WAY CONNECTED, DIRECTLY OR INDIRECTLY, WITH THE VENDOR’S PERFORMANCE UNDER THIS AGREEMENT (COLLECTIVELY, “CLAIM”), WHETHER OR NOT THE CLAIM ARISES FROM THE NEGLIGENCE,

WILLFUL ACT, BREACH OF CONTRACT, OR VIOLATION OF LAW BY VENDOR, ITS EMPLOYEES,

AGENTS, CONTRACTORS, OR SUBCONTRACTORS, EXCEPT FOR CLAIMS ARISING ENTIRELY

FROM THE WRONGFUL ACTS, OMISSIONS, OR NEGLIGENCE OF THE CENTER, OR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES. ALL OBLIGATIONS AS SET FORTH IN THIS SECTION SHALL SURVIVE THE EXPIRATION, COMPLETION, OR TERMINATION OF THIS AGREEMENT. .2 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the aforementioned indemnification obligation, such legal limitations are made a part of the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligations shall continue in full force and effect.
.3 Nothing in this Agreement shall be construed to create a claim or cause of action against the CENTER for which it is not otherwise liable, to waive any immunity or defense to which the CENTER may be entitled, or to create an impermissible deficiency debt of the CENTER. .4 REGION 4 ESC and VENDOR shall have all remedies afforded each by the Uniform Commercial Code, as adopted in the State of Texas, except as otherwise provided in this Agreement or in statutes pertaining specifically to Texas governmental entities.
.5 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its provisions on conflicts of laws. The mandatory and exclusive venue for the adjudication or resolution of any dispute arising out of or relating to this Agreement shall be a court of competent jurisdiction in Harris County, Texas.
.6 VENDOR hereby assigns the CENTER any and all claims for overcharges associated with this Agreement under the antitrust laws of the United States, 15 USCA Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et. seq.

48 QUALITY, WARRANTY, AND SUBSTITUTIONS
In addition to the guarantees and warranties provided by law, by accepting this Agreement, VENDOR hereby expressly guarantees, warrants, and represents that:
.1 all products/goods and/or services supplied and/or furnished under this Agreement are of high quality, free from all defects in material and workmanship, free from defects in design, meet or exceed and exactly conform in all respects to all terms and requirements of this Agreement (including any drawings, specifications, and/or standards incorporated herein, including, without limitation, those detailed in the procurement solicitation issued by the CENTER) and all applicable REGION 4 ESC specifications and requirements, and are suitable for and will perform in accordance with the ordinary, intended purpose(s) as well as any special purposes specified by REGION 4 ESC , for a period of one (1) year from the date of the CENTER’S acceptance of the goods and/or services or payment of the applicable invoice, whichever is later. All warranties shall survive delivery of the goods and completion of the services; neither the CENTER’S acceptance of, nor payment for, said goods and services shall constitute a waiver or modification of any of the warranties of VENDOR, or the rights of REGION 4 ESC;

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.2 any goods delivered to the CENTER will be new (i.e., previously unused, non-floor model, in their original packaging, and have not been reconditioned, remanufactured, repackaged, returned, damaged, or refurbished), unless otherwise specified;
.3 all services performed by VENDOR or its subcontractors and all material used on REGION 4 ESC ’s behalf, will be completely paid for and that there are no materialman’s or other liens attached to the goods, products, merchandise, materials, or services which are provided to REGION 4 ESC ; .4 the goods to be delivered hereunder will not infringe on any valid intellectual property right, including any patent, trademark, trade name, or copyright, and that VENDOR will, at VENDOR’S expense, defend any and all actions or suits charging such infringement and will save REGION 4 ESC, its trustees, agents, and employees, harmless in case of any such action or suit; .5 the goods to be delivered hereunder will be manufactured, sold, and/or installed in compliance with the provisions of all applicable federal, state, and local laws and regulations; .6 VENDOR shall uphold the manufacturer’s standard warranty on any products. This warranty shall provide for replacement of defective merchandise, parts and labor, and include pick -up and delivery from the specified CENTER location effective from the date of delivery. VENDOR shall assume all liabilities incurred within the scope of consequential damages and incidental expenses, as set forth in the VENDOR or manufacturer's warranty, which result from either delivery or use of product, which does not meet the specifications within this Agreement or the procurement solicitation, if any; .7 Substituting without the prior approval of a REGION 4 Member placing the order will constitute a breach of contract by the vendor, which may result in the initiation of actions covered in the section entitled "Non- Performance/Termination of Contract" and the associated financial impacts attached thereto and may jeopardize any future business from the CENTER.; and
.8 nothing contained herein shall exclude or affect the operation of any implied warranties otherwise arising in favor of REGION 4 ESC.
.9 All products provided or installed under this contract must be in the best possible condition and will be subject to inspection, testing, and approval by REGION 4 and its Members.

49 LICENSES AND PERMITS; PERFORMANCE
For the entire effective period of this Agreement, VENDOR represents and warrants that VENDOR (and, if approved by the CENTER , any and all subcontractors): (1) has the experience, qualifications, licenses, and certifications required to provide the goods and/or services pursuant to this Agreement; and (2) shall maintain all required licenses, certifications, permits, and any other documentation and/or authorization(s) necessary to perform this Agreement, including, without limitation, authorizations required by any governing entity(ies), including, but not limited to, the City of Houston, Harris County, the State of Texas, and the like. VENDOR must comply with all state and local building code requirements unless otherwise specifically provided in the REGION 4 ESC ’s purchase or work order, and VENDOR must pay all fees and charges for connections to outside services and for use of property outside the project site. When required or requested by REGION 4 ESC, VENDOR shall furnish REGION 4 ESC with satisfactory proof of VENDOR’S compliance with this provision.

Further, VENDOR agrees that VENDOR’S goods will be provided, and/or services will be performed, with reasonable care, skill, judgment, and experience in a professional business -like manner, with no direct supervision from the CENTER . VENDOR shall employ only orderly and competent workers, skilled in the performance of the services, if any, which shall be performed under this Agreement. If VENDOR is unable to complete the work in this manner based on the mutually agreed upon timeline, VENDOR shall notify the CENTER’S Director of Procurement in writing.

STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 22 OF 24
50 SUPPORT
VENDOR shall provide timely and accurate technical advice and sales support to REGION 4 ESC and REGION 4 ESC staff. VENDOR shall respond to requests for customer support within one (1) business day after receipt of the request. VENDOR shall promptly provide training to REGION 4 ESC staff regarding products and/or services supplied by VENDOR, at no additional charge, if requested by REGION 4 ESC .

51 NO WAIVER OF BREACH
Failure of REGION 4 ESC to insist upon strict performance of any of the terms and conditions hereof, or failure or delay to exercise any rights or remedies provided herein or by law or to properly notify successful VENDOR in the event of breach, or the acceptance of or payment for any goods hereunder shall not release VENDOR from any of the warranties or obligations of this Agreement, and shall not be deemed to waive any right of REGION 4 ESC to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, or as to any prior or subsequent default hereunder; nor shall any purported oral modification or rescission of an Agreement, contract or service agreement by REGION 4 ESC operate as a waiver of any of the terms hereof.

52 NO WAIVER OF IMMUNITY
The execution of this Agreement and the performance by the CENTER of any of its obligations hereunder do not, and are not intended to, waive or relinquish, and the CENTER shall not waive or relinquish, any governmental, sovereign immunity or defense from or to liability or prosecution available to the CENTER, its trustees, officers, employees, or agents under federal or Texas laws. Nothing in this Agreement shall be constructed as creating any personal liability on the part of any trustee, officer, employee, or representative of REGION 4 ESC.

53 PRODUCT RECALLS
VENDOR shall notify the REGION 4 ESC ’s PROCUREMENT CONTRACT SPECIALIST immediately if a product recall is instituted on any good and/or service VENDOR has delivered or if VENDOR discovers or becomes aware of any quality or other deficiency in the delivered goods and/or services. This requirement shall survive payment and acceptance of the goods and/or services.

54 TEXAS HAZARD COMMUNICATION ACT
It is the policy of REGION 4 ESC to comply with applicable federal law and the Texas Hazard Communication Act, Texas Health and Safety Code Chapter 502. Therefore, it is necessary to require that all suppliers provide REGION 4 ESC with a current and accurate Safety Data Sheet (SDS), if applicable, for all items sold to REGION 4 ESC , including, but not limited to: products which may contain hazardous substances, create hazardous substances as a by -product, cause harmful physical effects, or otherwise be cons idered hazardous. VENDOR shall be solely responsible to promptly obtain and provide to REGION 4 ESC all necessary SDSs from suppliers of items under this Agreement, as applicable. A separate sheet shall be provided for each individual item (if required) when purchase is made, as well as when the proposal is submitted. The SDSs must conform to the most current requirements of the Hazard Communication Standard issued by the Occupational Safety and Health Administration (OSHA) and codified as 29 CFR Section 1910.1200.

55 HAZARDOUS MATERIALS
In the performance of VENDOR’S services, VENDOR shall not cause any release of hazardous substances, including but not limited to asbestos, or contamination of the environment, including the soil, the atmosphere, or any water course or ground water. VENDOR shall be liable for any claims or damages resulting from such release of or exposures to any such substances as a result of VENDOR’S activities.

STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 23 OF 24
56 TEXAS PUBLIC INFORMATION ACT
.1 The Parties acknowledge that REGION 4 ESC is obligated to strictly comply with the Texas Public Information Act (TPIA), Chapter 552, Texas Government Code, in responding to any request for public information pertaining to this Agreement, as well as any other disclosure of information required by applicable Texas law. All VENDOR Agreements shall be in compliance with the TPIA. .2 All documents exchanged or created in connection with and communications regarding this solicitation or any Agreement with the CENTER are governed by the TPIA. .3 Documents submitted and communications regarding a VENDOR’S proposal response to a solicitation may be deemed confidential during the evaluation process, as provided in Texas Government Code, Subchapter C, Section §552.104, “Exception: Information Related to Competition or Bidding.” .4 The requirements of Subchapter J, Chapter 552, Government Code, may apply to this bid and Agreement, and the contractor or VENDOR agrees that the Agreement can be terminated if the contractor or VENDOR knowingly or intentionally fails to comply with a requirement of that subchapter. .5 Upon the written request of the CENTER, VENDOR will promptly provide specified contracting information exchanged or created under this Agreement. VENDOR waives any claim against and releases from liability the CENTER, its trustees, officers, employees, agents, and attorneys with respect to disclosure of information provided under or in this Agreement or otherwise created, assembled, maintained, or held by either party and determined by the CENTER, the Attorney General of Texas, or a court of law to be subject to disclosure under the Texas Public Information Act, Chapter 552, Texas Government Code. .6 VENDORS should consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets, or any other proprietary information before responding to this procurement solicitation. Should VENDOR’S response to this procurement solicitation include trade secrets or proprietary information, or other technical information, documentation and/or expertise that the VENDOR considers confidential, VENDOR must either (1) conspicuously mark such information as being confidential or, (2) if the information is delivered in oral form, summarize the information in writing within ten (10) REGION 4 ESC business days and identify it as being confidential (“Confidential Information”).

REGION 4 ESC shall not be held liable for disclosure of information that is not conspicuously marked or identified as Confidential Information in accordance with the aforementioned process. All requests to secure trade secrets must be accompanied by factual evidence of potential loss of competitive or economic harm.
.7 VENDOR shall immediately notify the CENTER if VENDOR receives from any third- party a request for information (including, but not limited to, a subpoena), which pertains to the documentation and records maintained by VENDOR on behalf of the CENTER pursuant to this Agreement. VENDOR shall provide a copy of such request to the CENTER, unless otherwise prohibited by law.

57 NO THIRD-PART

Y BENEFICIARIES
Nothing in this Agreement shall be deemed or construed to create any third- party beneficiaries or otherwise give any third party any claim or right of action against any party to this Agreement.

58 NOTICE
Any notice provided under the terms of this Agreement by either party to the other shall be in writing and may be effected by certified mail, return receipt requested. Notice to either party shall be sufficient if made or addressed to the address listed in the signature line of this Agreement. Each party may change the address to which notice is to be sent to that party by giving notice of such change to the other party by certified mail, return receipt requested.

59 NON-EXCL

USIVITY
Nothing in this Agreement may be construed to imply that VENDOR has the exclusive right to provide the CENTER with goods and/or services. During the effective period of this Agreement, the CENTER reserves the right to use all available resources to procure other goods and/or services as needed, and doing so will not violate any rights of VENDOR. In addition, nothing in this Agreement may be construed to require that the CENTER purchase any specific amount, quantity, or quota of goods and/or services from VENDOR.

STANDARD TERMS AND CONDITIONS FOR
PROCUREMENT SOLICITATIONS PAGE 24 OF 24

60 INTELLECTUAL PROPERTY
VENDOR represents and warrants that it has all intellectual property rights necessary to enter into and perform its obligations in this Agreement.

61 INDEBTEDNESS
VENDOR represents that to the best of its knowledge it is not indebted to the CENTER . Indebtedness to the CENTER may be grounds for termination of this Agreement.

62 FEDERAL GRANT REQUIREMENTS
.1 All contracts under federal awards must meet federal, state and local requirements. .2 The Agreement shall only be effective upon receipt by the CENTER of the Notice of Grant Award (NOGA) from the federal/state awarding agency.
.3 The Agreement term/period shall be aligned to the grant period of availability, as stated on the NOGA from the federal/state awarding agency (period of availability). .4 All services shall be completed during the effective dates of the Agreement. .5 All services shall be invoiced monthly after services are received (rather than paid lump sum at the beginning of the period of availability before services are rendered) and shall only be paid upon verification of receipt of services.
.6 The regulations for procurement in 2 CFR § 200.317-327 shall be followed by REGION 4 ESC in issuing the Agreement.
.7 All professional services provided under the Agreement will follow the provisions of 2 CFR § 200.459 Professional service costs.
.8 The Agreement shall identify the funding sources that will be used for the goods and/or services to be provided, including the specific amount and/or percentage of the total contract amount to be charged to each funding source.
.9 The Agreement shall identify and lists only reasonable, necessary, and allocable services to be provided during the period of availability of the funding sources listed in the Agreement. .10 The administrative costs charged to the grant in the Agreement must comply with any limitations for administrative costs for funding sources (if applicable). .11 The Agreement shall specify that the invoice provided by the VENDOR will include the list of services provided, dates of services, and location(s) where services were provided during the billing period. .12 If the source of funds for this purchase is federal funds, the following federal provisions apply, as applicable: the Davis -Bacon Act (40 U.S.C. § 276a / 29 CFR Part 5), the Copeland “Anti- Kickback” Act (18 U.S.C. § 874 / 29 CFR Part 5), the Equal Opportunity Employment requirements (Executive Orders 11246 and 11375 / 41 CFR Chapter 60), the McNamara- O’Hara Service Contract Act (41 U.S.C. 351), Section 306 of the Clean Air Act (42 U.S.C. § 1857h), Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, Environmental Protection Agency regulations (40 CFR Part 15), the Contract Work Hours and Safety Act (40 U.S.C. § 3701- 3708; 29 C.F.R. Part 5), Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), Debarment and Suspension (Executive Orders 12549 and 12689), the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR Part 200), the Education Department General Administrative Regulations, 2 C.F.R. Parts 200 and 3474, and 34 C.F.R. Parts 75- 77, 79, 81- 82, 84, 86, and 97- 99 (“EDGAR”), mandatory standards and policies contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94- 163, 89 Stat. 871), and all federal certifications and other requirements of federal law, including but not limited to those included within REGION 4 ESC’s Bid Attributes and those mandated by federal agencies making award(s) of federal funds to REGION 4 ESC. Without limitation to the forgoing, Region 4 has and will comply with all requirements related to contracting with small and minority businesses, women’s business enterprises, and labor surplus area firms, as set forth in 2 C.F.R. § 200.321. Region 4 has and does solicit all qualified small and minority businesses and women’s business enterprises. VENDOR shall comply with 2 C.F.R. § 200.321 in its own sub-contracting practices.

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25-03 Addendum 2
TD SYNNEX Corporation
Supplier Response
Event Information
Number: 25-03 Addendum 2
Title: CYBER SECURITY SOLUTIONS
Type: Request for Proposal - Region 4 ESC
Issue Date: 3/5/2025
Deadline: 4/24/2025 02:00 PM (CT)
Notes: Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal.

Only online proposals will be accepted. Proposals must be submitted via Region 4 ESC's online procurement system:
region4esc.ionwave.net.

No manual, emailed, or faxed proposals will be accepted.

NON-MANDATORY PRE-PROPOSAL CONFERENCE
Meeting to be held on
Wednesday, March 26, 2025, at 10:00 am
via ZOOM at https://esc4.zoom.us/j/92570375617?from=addon Offerors are strongly encouraged, but not required to participate in a pre-proposal conference with the Procurement Contract Specialist.

Contact Information
Vendor: TD SYNNEX Corporation 25-03 Addendum 2

Address: Finance and Operations
7145 West Tidwell Road
TX 77092
Email: [email protected]
Vendor: TD SYNNEX Corporation 25-03 Addendum 2

TD SYNNEX Corporation Information
Contact: Janie Frandsen
Address: 39 Pelham Ridge Drive,
Greenville, SC., SC 29615
Phone: (864) 349-4390
Email: [email protected]
Web Address: TDSYNNEX.com
By submitting your response, you certify that you are authorized to represent and bind your company.

Janie Frandsen [email protected]
Signature Email
Submitted at 4/23/2025 08:53:15 AM (CT)
Supplier Note
The TD SYNNEX team recognizes the value your program brings to customers procuring through the Omnia Partners contract. We will continue to leverage our network of order fulfillment partners to grow this program with incremental revenue from other contract vehicles. We look forward to continuing our long-term partnership with the Region 4 ESC and Omnia Partners. We will be pleased to answer any questions you may have as you review and consider the merits of our response.​
Requested Attachments
Offer and Contract Signature Form Offer_and_Contract_Signature_F orm.pdf
Please complete the Offer and Contract Signature Form, located on the Attachments tab, and upload the completed document here.

Deviation Form 32725 Deviation Form FINAL.pdf
Please complete the Deviation Form, located on the Attachments tab, and upload the completed document here.

Conflict of Interest Questionnaire No response
If a conflict exists that requires the submission of a Conflict of Interest Questionnaire (CIQ), complete and upload the document here. (REQUIRED ONLY IF A CONFLICT EXISTS, see Attribute titled "CONFLICT OF INTEREST QUESTIONNAIRE" for additional information.)
Products and Pricing Palo Alto and TD SYNNEX
Products and Services Pricing.xlsx
Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

Value Added Services ServiceSolv Brochures.zip
Provide any additional information related to products and services the Offeror proposes to enhance and add value to the Contract. For example, a proposal for furniture may include additional value-added selections such as installation, white glove delivery options, setup/cleaning, classroom design/layout, special orders, etc. (OPTIONAL) Diversity, HUB Certifications No response
If your firm holds a certification from certifying agencies related to M/WBE, DBE, HUB, or other diverse business designations, you may upload the certificate here. (OPTIONAL) Vendor: TD SYNNEX Corporation 25-03 Addendum 2

OMNIA Partners - Exhibit F Federal Funds Certifications OMNIA_Partners
Exhibit_F_Federal_Funds_Certific
ations.pdf
Please complete the OMNIA Partners - Exhibit F Federal Funds Certifications, located on the Attachments tab, and upload the completed documents here.

OMNIA Partners - Exhibit G New Jersey Business Compliance OMNIA_Partners_-
_rk_ISSUES_Exhibit_G_New_Jers
ey_Business_Compliance_FE.pdf
Please complete the OMNIA Partners - Exhibit G New Jersey Business Compliance forms, located on the Attachments tab, and upload the completed documents here.

Additional Agreements Offeror will require Participating Agencies to sign.

No response
Upload any additional agreements offeror will require Participating Agencies here.

W-9 Upload W9 2025 TD SYNNEX
CORPORATION.pdf
Interested offerors must upload an updated Form W-9 prior to submitting a proposal.

Addendum No. 1 Region 4 Addendums 1 and

2.docx
Please complete Addendum No. 1 then upload signed document.

Response Attachments
TD SYNNEX Public Sector Business Development Team Coverage Map 20250311.pdf Public Sector Contract Specialist contacts and coverage map.

TD Synnex-2023-corporate-citizenship-report.pdf
This report details TD SYNNEX’s progress in sustainability and data collected during fiscal year 2023, the period between December 1, 2022, and November 30, 2023, unless otherwise noted.​ It is intended to be our primary source of annual disclosure on sustainability performance and provide a transparent account of our ESG approach and performance. Reporting on other matters can be found in our public SEC filings, annual reports and corporate website.​
D&B_TD SYNNEX CORPORATION_03.27.2025.pdf
TD SYNNEX is in good financial standing as referenced in the D&B Financial Analysis Report.

TD SYNNEX Public Sector Diversity Alliance Program - For Resellers.pdf TD SYNNEX Diversity Alliance Program guide to allow a broad ecosystem of small and diverse resellers to leverage socioeconomic status to win business.
3 ServiceSolv-Company-Line-Card.pdf
Line Card and product descriptions for the Value Added Services offered by Td SYNNEX.

Palo Alto Networks Company Overview.pdf
Company Overview for Palo Alto, who is the TD SYNNEX bidding partner.

Palo Alto Letter for Omnia Cyber RFP _Synnex.pdf
This is to certify that TD SYNNEX is an authorized distributor of the products manufactured by​ Palo Alto Networks to all Omnia eligible customers.
2908931-25 TD SNX Monthly Line Card PDF Updates - Jan.pdf TD SYNNEX Vendor Line Card
TD SYNNEX Marketing Plan.pdf
TD SYNNEX Public Sector Detailed Marketing Plan
Vendor: TD SYNNEX Corporation 25-03 Addendum 2

TD SYNNEX response - Awards.docx
TD SYNNEX has received many prestigious Awards from OEM's conducting business with our company. This supports our reputation and standing in the industry as we conduct business with over 2,500 OEM's.

TD Synnex Corporation-NJ-Cert Copy of Application Certi.pdf This Certification is referenced in Exhibit "G" as Document #8 as a mandatory requirement.

ISO-9001-5100 Liberty Way, Alliance Gateway Park, Fort Worth, TX, 76177-4008.pdf ISO 9001-5100 Listing for TD SYNNEX Warehouses.
13 25-03 Cyber Security Solutions Addendum 1.pdf
Signed Proposal Addendum to extend due date to April 24, 2025 OMNIA Partners - Exhibit A Response for National Cooperative Contract FINAL.pdf Extended descriptions of the responses in Exhibit A, 3.0 "Supplier Response" beginning on page 15 of the proposal, plus additional information supporting responses found in the portal.

Bid Attributes
1 CONTRACT DURATION
The initial term of the Contract is for a period of three (3) years unless terminated, canceled, or extended as otherwise provided herein. Region 4 ESC shall have the right in its sole discretion to renew the Contract for additional terms up to two (2) years after the end of the initial term or for a lesser period of time as determined by Region 4 ESC by providing written notice to the Contractor of Region 4 ESC’s intent to renew thirty (30) days prior to the expiration of the original term. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Contract. In the event the proposal term, including renewals, ends before another proposal is executed, proposal prices and discounts may be extended on a month-to-month basis by mutual consent. Extensions are limited to the lesser of: a) six (6) additional monthly terms, or b) the time which is required to complete a new solicitation for the goods and services provided for in this solicitation. Notwithstanding the foregoing paragraph, the term of the Contract, including any extension of the original term, shall be further extended until the expiration of any Purchase Order issued within the Contract term for a period of up to one year beyond the Contract term.

I certify compliance with this attribute.
2 NAME OF INDIVIDUAL COMPLETING THIS PROPOSAL
Janie Frandsen
3 HOW MANY YEARS HAS YOUR BUSINESS OPERATED UNDER ITS PRESENT NAME 44 4 WHAT IS YOUR CURRENT NUMBER OF CUSTOMER ACCOUNTS?
10800
5 WHAT ARE YOUR BUSINESS HOURS?
8:00 AM to 6:00 PM
6 IS 30 DAYS AFTER RECEIPT OF INVOICE AN ACCEPTABLE PAYMENT SCHEDULE FOR YOUR BUSINESS?
If Yes, type "YES".

If No, describe your payment schedule in the field provided.

YES
Vendor: TD SYNNEX Corporation 25-03 Addendum 2

7 WHAT IS THE STANDARD LEAD TIME FOR RECEIPT OF PRODUCTS AFTER ORDER IS RECIEVED (ARO), IN DAYS?
Provide your answer in number of DAYS after receipt of order (ARO). 45 8 ACCOUNT MANAGER NAME
Please indicate the name of the account manager we should speak to with concerns about the products and/or services in this proposal.

Evans Coleman
9 ACCOUNT MANAGER EMAIL
[email protected]
1 0

ACCOUNT MANAGER PHONE
(864) 305-7446
1 1

PAYMENT REMITTANCE ADDRESS
Payments are sent directly to the Partners/Resellers
1 2

PAYMENT REMITTANCE PHONE
1 3

CONTRACT/PURCHASE ORDER/QUOTE EMAIL
Vendors may choose to have purchase orders emailed to them in PDF format in lieu of having them faxed or mailed.

To elect this option, please offer the preferred email address in the accompanying field. This email address will apply to any purchases from your company, so the use of a generic email address is suggested, such as [email protected] or [email protected] .

No response
1 4

CONTRACT/PURCHASE ORDER/QUOTE FAX NUMBER, IF APPLICABLE If applicable, please provide a fax number to send orders and quote requests. 1 5

REQUIRED REFERENCE QUOTE OR CONTRACT NUMBER, IF APPLICABLE Enter your quote or contract number and/or any other information our staff would need provide on the face of purchase orders in order to receive discount percentages and contract pricing.

Contract number to receive a quote from the partner/reseller will be assigned upon award. The current contract to receive quotes is #R200803.
1 6

COMPANY WEBSITE ADDRESS, IF APPLICABLE
https://www.tdsynnex.com/na/us/td-synnex-public-sector/contracts/ 1 7
HOW WERE YOU NOTIFIED OF THIS BID OPPORTUNITY?
In order to verify the efficiency of communication tools used to notify vendors of bidding opportunities, we ask that you provide us with the manner in which you received notification of this request for bid/proposal.

We currently are awarded the OMNIA PARTNERS #R200803
Vendor: TD SYNNEX Corporation 25-03 Addendum 2

1 8
REFERENCE 1
Please provide the reference of a school and/or business who have utilized the same equipment/products within the last two years. Include Company/Government name, address, contact name, and contact phone number.

Westwind Computers ​ Lupe Montoya-VP Sales​ 5655 Jefferson St NE Suite B, ​ Albuquerque, NM 87109​ Main number: (505) 345-4720
1 9
REFERENCE 1 EMAIL
[email protected]
2 0
REFERENCE 2
Please provide the reference of a school and/or business who have utilized the same equipment/products within the last two years. Include Company/Government name, address, contact name, and contact phone number.

Crystal Palmer​ Technical Support Manager​ 540-245-5058​ 18 Government Center Lane​ Verona, VA 24482​ United States
2 1
REFERENCE 2 EMAIL
[email protected]
2 2
REFERENCE 3
Please provide the reference of a school and/or business who have utilized the same equipment/products within the last two years. Include Company/Government name, address, contact name, and contact phone number.

Troy Cole​ County of Montgomery, VA​ Information Technology Director​ (540) 394-2120 ext. 54098​ 755 Roanoke Street​ Suite 2B​ Christiansburg, VA 24073
2 3
REFERENCE 3 EMAIL
[email protected]
2 4
THE U.S. STATE YOUR PRINCIPAL PLACE OF BUSINESS IS LOCATED.

South Carolina
2 5

RECIPROCITY
For Businesses not located in Texas: Does your state of residence or incorporation require out-of-state bidders to underbid vendors residing in your state by a prescribed amount or percentage to receive a comparable contract? If Yes, please input that percentage; If No, please leave the adjacent field blank.

No response
2 6

PARTIAL AWARD ACCEPTANCE
REGION 4 ESC retains the right to award this contract in such a manner that it receives the best overall value for the goods and/or services requested in this request for proposal or bid, which may include awarding to multiple vendors.

I understand.
2 7

PURCHASE ORDER POLICY
REGION 4 ESC purchases tangible goods and services through the use of approved Purchase Orders. Vendors are highly discouraged from sending products, and/or performing services without prior receipt of an approved District Purchase Order. While campuses and departments may call for quotes and information, please be advised the District is not obligated to pay for any services and/or products ordered via telephone or email in without the presence of a properly executed Purchase Order.

I understand.

Vendor: TD SYNNEX Corporation 25-03 Addendum 2

2 8

ADDENDA NOTIFICATIONS
Any addenda to this proposal will be issued electronically through this system. It is vendor's responsibility to review addenda upon e-mailed notice and retract/amend their submission as deemed necessary. REGION 4 ESC may choose to mark a proposal received prior to the issuance of an addendum as non-responsive should REGION 4 ESC, in its sole determination, finds the addendum to be of such material change that it warrants such determination. If such proposal is found non-responsive, REGION 4 ESC will not consider the proposal for evaluation or further consideration.

I understand.
2 9
Provide equipment manufacturer, equipment types and discounts off published list price.

TD SYNNEX Corporation is a Fortune 100 broad-line computer products distributor with 11 warehouses and offices located nationwide. Our corporate line card has over 2,500 Original Equipment Manufacturers (OEM) listed in which we are their authorized distributor, providing distribution, logistics and marketing services in support of their respective product lines. Our OEM’s rely on us to stock and support their 200,000+ products and solutions, but also to drive demand with Value Added Resellers (VARs) and Solution Providers, who in turn resell to end-user customers, both commercially and Public Sector based. We play a vital role at the center of the IT business partner’s ecosystem by supporting our vendors – including well-known names in business to new and emerging companies, to help them bring their innovations to market and accelerate technology adoption. As an IT distributor, we make the connection between manufacturers and the reseller, providing a host of products and service.
3 0
Define any freight charges.

Region 4 ESC participating partners will receive free UPS and/or FedEx ground shipping for products that ship directly from a TD SYNNEX distribution center. This policy excludes expedited shipping costs (overnight, 2 day, etc.) and items over 150 pounds, OCONUS shipments, LTL shipments and/or items that require white glove services, liftgate services, and items such as heavyweight printers, wide format printers, large displays and televisions, batteries, paper, furniture/shelving, and other heavy/bulky items that require special delivery.

Alternative carriers will used for OCONUS (Outside the continental United States) shipments, to include Alaska, Hawaii, Canada, or any offshore delivery. Shipping cost will vary by order. 3 1
Describe how Offeror responds to emergency orders.

To the extent the orders are Defense Priority Allocation System, those will be handled in accordance with the Defense Priorities and Allocations System.
3 2
What is Offeror's average Fill Rate?
Currently, the TD SYNNEX inventory fill rate is ~80%. TD SYNNEX has recently incorporated a new automated tool which has increased our fill-rate by 65% from the closest warehouses. This has improved Service Level Agreements and returned higher customer satisfaction.
3 3
What is Offeror's average on time delivery rate? Describe Offeror’s history of meeting the shipping and delivery timelines.

TD SYNNEX Logistics follows the "Five Rights": the right product, in the right condition, with the right quantity, delivered at the right time with the right documentation: On-time delivery is 98.5% depending on weather related issues. Warehouse order accuracy is 99.6% for same-day ship 3 4
Describe Offeror's return and restocking policy.

TD SYNNEX has defined our return and restocking policy based on Return Types. They include 1) DOA/Defective Credit 2) Advance Swap 3) Damaged Shipments 4) Kit Returns 5) Stock Balance 6) TD SYNNEX Errors 7) Manufacturer Exception Returns 8) Return Refusal and Discrepancy Policy. Details are found in Exhibit A.

Vendor: TD SYNNEX Corporation 25-03 Addendum 2

3 5
Describe Offeror's ability to meet service and warranty needs.

Services and warranties are offered both through OEMs and through the TD SYNNEX ServiceSolv ecosystem of authorized service providers. This allows OMNIA Partner members to determine the best provider for their service and warranty needs. There is a ServiceSolv Brochure added under the "Response Attachment" tab "Other Attachments".
3 6
Describe Offeror's customer service/problem resolution process. Include hours of operation, number of services, etc.

Customer Care offers post-sales product support including returns and RMA processing. Telephone: 800-237- 8931 option 3 Email: [email protected]; Core hours are 8AM to 5 PM EST with limited converge to 8PM EST. eRMA through EcExpress is available 24/7.
3 7
Describe Offeror's invoicing process. Include payment terms and acceptable methods of payments.

Offerors shall describe any associated fees pertaining to credit cards/p-cards.

TD SYNNEX and its authorized resellers will adhere to a standard of net 30 for purchases made under this contract. Authorized Resellers will handle all invoicing for OMNIA Partners member agency orders. Resellers will not invoice their agency customers until after the product has been shipped. TD SYNNEX accepts procurement cards and there is no additional cost to OMNIA Partner member agencies for using this process. Authorized resellers will also be required to process p-card orders at no additional cost. TD SYNNEX is also pleased to work with partners and end user customers to offer a customized or specific leasing or financing program that works best for them.
3 8
Describe Offeror's contract implementation/customer transition plan.

TD SYNNEX will communicate the updated contract terms and contract number via a webinar for the current partner/reseller community assigned. The new contract number will be posted on our OMNIA Partner website and will be referenced on the product quotes provided to the agency end users. TD SYNNEX will require the reseller/partners to execute a new agreement stating the updated contract number. 3 9
Describe the financial condition of Offeror.

TD SYNNEX is in good financial standing. Reference the D&B Financial Analysis in "Response Attachments" Tab, "Other Attachments".
4 0
Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website’s capabilities and functionality.

TD SYNNEX has a Customer Care Website to address Product Return Guidelines:
https://www.tdsynnex.com/na/us/td-synnex-customer-care/. For quoting, ordering and reporting, there is a website specifically assigned to OMNIA Partners: OMNIA [email protected] 4 1
Describe the Offeror’s safety record.

TD SYNNEX Total Case Incident rate (TCIR) in 2024 was 0.8909, our Lost Time Injury rates (LTI) frequency was

2.088 and LTI Severity was 0.095.
4 2
Provide a brief history of the Offeror, including year it was established and corporate office location.

TD SYNNEX has come together through a history of balanced Mergers & Acquisitions and organic growth. On March 22, 2021, SYNNEX Corporation (NYSE: SNX) and Tech Data Corporation announced a definitive merger agreement under which SYNNEX and Tech Data will combine. The combined company, with a team of over 23,000 co-workers will provide customers and vendors with expansive reach across products, services, and geographies to accelerate technology adoption. Tech Data was wholly owned by funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) (the "Apollo Funds") and their co-investors. Headquartered in Fremont, CA and Clearwater, FL, TD SYNNEX is an industry leader in IT distribution with global operations.

Vendor: TD SYNNEX Corporation 25-03 Addendum 2

4 3
Describe Offeror's reputation in the marketplace.

The expertise of SYNNEX has been recognized worldwide, with a range of accolades and awards. Our vendors, resellers and clients are proud to call us partners as we continue to support their business strategies with best-in- class technology and business solutions.TD SYNNEX is #76 in the Fortune 500 Business Ratings: Some awards include: Corporate Citizenship Recognition including: 2025, 2024, 2023 & 2022 Fortune World’s Most Admired Company; 2025, 2024, 2023 & 2022 Great Place to Work® Certified; 2023 CRN Women & Diversity in Channel Award; 2024 & 2023 CRN Inclusive Channel Leaders; Received a score of 100 on the Human Rights Campaign Foundation’s; 2023-2024 Corporate Equality Index. Please refer to the Response Attachments tab "Other Attachments" to view the "Awards" document.
4 4
Describe Offeror's reputation of products and services in the marketplace.

TD SYNNEX Corporation is a Fortune 100 broad-line computer products distributor with an exceptional reputation delivering products and services globally. With over 2,500 Original Equipment Manufacturers (OEM) listed on our line card,
4 5
Describe if distributors/dealers/resellers/subsidiaries/partners ("affiliates") will be used to fulfill the contract. Submit a list of those affiliates authorized to sell under the proposed contract.

Where and how does Offeror propose to maintain an authorized affiliate list so it may be accessed by Participating Agencies? How often does the supplier propose to update the affiliate list? Confirm the Offeror reviews the financial health, debarment status and overall general capacity of authorized affiliates. Offerors who us authorized affiliates are responsible for ensuring authorized affiliates are performing in accordance with the contract.

As a distributor, TD SYNNEX will onboard our partners/resellers to the OMNIA contract and update the affiliate list on a monthly basis. All Authorized Reseller participation will be in accordance with the Terms and Conditions set forth in the OMNIA Master Agreement. TD SYNNEX currently has over 500 "affiliates" utilizing the OMNIA Partners contract we currently hold and we verify compliance of our affiliates based on performance to the contract. 4 6
Describe the experience and qualifications of key employees.

At TD SYNNEX, we bring a wealth of experience and a proven track record in owning and managing Public Sector contracts. We owe our success to our strategic approach to sales and demand generation, tailored to maximize the reach of these contracts. We have over 800 sales representatives located throughout the US and Canada who work directly with our reseller partners to ensure timely quoting, sales, and delivery. 4 7
Describe Offeror's experience working with the government sector.

For over 30 years, TD SYNNEX Public Sector has focused solely on the public sector. We provide your business with access to in-house subject matter experts aligned with specific technology domains to use our market intelligence to drive informed sales and marketing strategies. This is accomplished through specialized and scalable aggregator solutions, including channel enablement, engineering services and support, industry-centric marketing, the Diversity Alliance Program, and our Cloud Navigator, Enterprise Agreement Platform, Confirmed Stateside Support and Secure Software Factory offerings. 4 8
Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors.

None
4 9
Provide Offeror's expertise in working with public sector and understanding of the unique technical regulatory requirements.

TD SYNNEX holds licenses State, Federal regulatory requirements within all 50 states. 5 0
Indicate if Offeror is licensed to do business in all 50 states.

Yes
No
Vendor: TD SYNNEX Corporation 25-03 Addendum 2

5 1
Value Add - Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract.

TD SYNNEX is providing out entire line card of OEM's and their services. There are over 2,500 OEM's listed for access to all OMNIA Partner agencies to procure product and services from. We have uploaded our ServiceSolv line card under Response Attachments, and our OEM/Vendor line cards under the "Response Attachments" tab "Other Attachments".
5 2
Include a per diem rate.

Contracts are Firm Fixed Price with No Per Diem offered. 5 3
For Non-Normal Working Hours, indicate if there is a minimum charge of hours and what the number of hours is.

There are no additional charges or a minimum charge of hours for outside of regular working hours. 5 4
Is pricing available for all products and services?
Yes. Pricing and discounts are included in the response under the files uploaded "Products and Pricing". There is also a pricing and discount matrix assed to the "Response Attachments" tab under "Other Attachments" that outlines the TD SYNNEX OEM's and their pricing discounts. 5 5
Describe any shipping charges (where applicable).

Shipping charges are included in the price of the products unless there are additional circumstances involved such as overnight deliveries.
5 6
Provide pricing for warranties on all products and services.

Warranties are included standard warranties applied from OEM's 5 7
Describe any return or restocking fees.

As the distributor of manufacturer branded products, TD SYNNEX must adhere to the manufacturer’s return policies. These policies include adhering to final dates of return or restocking fees for returns. At a minimum, TD SYNNEX agrees to a 30 day return policy for unopened product. Not all product lines are eligible for this return policy. Check with your TD SYNNEX salesperson to verify specific eligibility. 5 8
Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc.

TD SYNNEX can offer special discounts and incentives on a case-by-case basis. 5 9
Describe how customers verify they are receiving Contract pricing.

TD SYNNEX has a defined quoting process for our authorized partner/resellers. These fees are based off the OMNIA contract catalog prices with the discounts included and will be quoted by a dedicated OMNIA contract quoting group.
6 0
Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category
discounts should not change over the term of the Contract.

TD SYNNEX does not expect the pricing structure to change, however as we receive new price files from the OEM's, the prices are updated in our database and reflected in the catalog quotes. 6 1
Describe how future product introductions will be priced and align with Contract pricing proposed.

All discounts provided within this response will be valid for the contract duration. New products will be added at discounted rate per category as found in the "Response Attachments" tab, "Products and Pricing" Vendor: TD SYNNEX Corporation 25-03 Addendum 2

6 2
Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement.

Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.

TD SYNNEX has a strong Diversity Alliance Program which includes partners in support of government agencies.

Please find the Program Details in the "Response Attachments Tab", under "Other Attachments" 6 3
Minority Women Business Enterprise Certification
If yes, list certifying agency.

N/A
6 4
Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification If yes, list certifying agency.

N/A
6 5
Historically Underutilized Business (HUB) Certification If yes, list certifying agency.

N/A
6 6
Historically Underutilized Business Zone Enterprise (HUBZone) Certification If yes, list certifying agency.

N/A
6 7
Other recognized diversity certificate holder
If yes, list certifying agency
N/A
6 8
Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners.

Include a list of current cooperative contracts (regional and national) Offeror holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

TD SYNNEX will communicate the updated contract terms and contract number via a webinar for the current partner/reseller community assigned. The new contract number will be posted on our OMNIA Partner website and will be referenced on the product quotes provided to the agency end users. TD SYNNEX will require the reseller/partners to execute a new agreement stating the updated contract number. TD SYNNEX currently holds these cooperative agreements: • Equalis Group Technology Solutions R10-1173F; NCPA 01-170 Advanced Technology Solutions Aggregator; OMNIA Partners Cyber Security Solutions #R200803; PEPPM 2024 – Wholesaler Technology Catalog; Sourcewell 020624-SYN​ TD SYNNEX will continue to promote the value of the OMNIA Partners contract, the number of supported agencies and resellers currently using the contract today. 6 9
Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions.

Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

Yes
No
Vendor: TD SYNNEX Corporation 25-03 Addendum 2

7 0
Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners.

All sales materials are to use the OMNIA Partners logo. At a minimum, the Offeror's sales initiatives should communicate:

Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency Best government pricing
No cost to participate
Non-exclusive
Yes
No
7 1
Confirm Offeror will train its national sales force on the Master Agreement. At a minimum, sales training should include:

Key features of Master Agreement
Working knowledge of the solicitation process
Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners Knowledge of benefits of the use of cooperative contracts Yes
No
7 2
Provide the name, title, email and phone number for the person(s), who will be responsible for:

Executive Support
Marketing
Sales
Sales Support
Financial Reporting
Accounts Payable
Contracts
Executive Support: Randy Finley-Sr. Director Public Sector [email protected] • (800) 2378931 x4001887; Marketing: Melissa Tomberg, Sr. Marketing Program Manager, [email protected], (800) 2378931 x4102582: Sales, Sales Support and Financial Reporting: [email protected]; Financial Reporting:
[email protected]; Contracts: [email protected]; 7 3
Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

The Public Sector organization consists of approximately 800 co-workers. TD SYNNEX tracks sales in the traditional public sector verticals of Education, State/Local government, and Federal. Education sales include all K-12, higher education (colleges and university), and community, and/or vocational & technical college revenue.

State/Local government sales include all state and local government, but also includes any city, local, township, municipal, borough, county, parish, and/or commonwealth, revenue. Federal sales include all civilian, defense, and/or administrative revenue, also includes sales to prime contract holders and federal integrators. 7 4
Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

TD SYNNEX has dedicated Business Development Contract Specialists supporting OMNIA as the main contacts for the Sales Teams across the U.S. As these contacts are geographically assigned, similar to the OMNIA Partners contract we currently support, our experts work in conjunction with OMNIA personnel to assist in closing opportunities. Please refer to the Public Sector Coverage Map under "Response Attachment" "Other Attachments" to see the coverage.

Vendor: TD SYNNEX Corporation 25-03 Addendum 2

7 5
Explain in detail how Offeror will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc.

Our Dealer Network is comprised of over 25,000 independent dealers, resellers, and solutions providers nationwide. We have over 7,000 partners selling into Public Sector with 3,500 actively selling into State and Local Government and 1700 partners focused on K-20 Education, and 900 Healthcare. As we include the full TD SYNNEX line card across all 50 states, the contract encompasses cross industry selling and support. ​ ​ Ongoing Contract Program Management Activities include, but are not limited to:​ • Training/webinars - initial and ongoing​ • Product Refresh - marketing and communication​ • Business Development-slip/gain report for both reseller and manufacturer​ • Business Development-monthly sales report to Manufacturer with email updates;​ • Quarterly Business Review for reseller (or as needed);​ • Quarterly Business Review for manufacturers​ • Identification of potential seasonal pricing (hot list) for the OMNIA Partners community​ • Quarterly Business Review webinar for reseller community​ • Periodic events to include OMNIA Partners contract dedicated marketing and training sessions at​ our Public Sector SLED events​ • Maintenance of authorized reseller database with contact information​ • Contract reporting and Administrative fee payment to OMNIA Partners​ • Pricing updates as well as new product identification and submission.​ TD SYNNEX has a fully dedicated contracts team that verifies compliance with the terms and conditions of each contract on every Purchase Order generated through this contract. At the end of each month the contracts team reviews the Point of Sale (POS) report generated from the TD SYNNEX purchasing system. Any issues are noted and resolved to ensure 100% compliance. the reporting period. TD SYNNEX compares reseller/partner sales to our POS data to ensure accuracy. References of our contract support are available upon request.
7 6
State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier's top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

TD SYNNEX is a Distributor supporting 500+ current partners/resellers under the OMNIA Partners contract. These contacts will be provided the opportunity to transfer to the new contract to continue conducting business through the OMNIA Partners contract. TD SYNNEX has enjoyed a very strong relationship with OMNIA Partners current contract and look forward to conducting business under the new contract. The Top 10 partners/resellers that have sold through the OMNIA contract are:​ Reseller Agency Totals​ UPSTATE WHOLESALE SUPPLY INC, DBA BRITE $ 5,097,023.00​ BLUEALLY TECHNOLOGY SOLUTIONS, LLC $ 2,537,441.43​ COMPULINK TECHNOLOGIES INC. $ 2,478,988.24​ COMPUTERS AT WORK INC $ 2,171,420.61​ RAJ SOMAS (NYC FISA) $ 1,591,475.10​ SENTINEL TECHNOLOGIES $ 1,143,204.86​ CS BUSINESS SYSTEMS $ 1,052,039.10​ FLAGLER TECHNOLOGIES LLC $ 1,027,837.60​ COMPUTACENTER UNITED STATES INC. $ 993,348.56​ TRACE3, LLC $ 975,332.54 7 7
Year 1 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales").

To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. 7 8
Year 2 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

Vendor: TD SYNNEX Corporation 25-03 Addendum 2

7 9
Year 3 - Provide the Contract Sales (as defined in Section 12 of OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. 8 0
Please download and thoroughly review the Scope of Work, located on the Attachments Tab. Indicate your review and acceptance.

Yes
8 1
Oral Communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal.

Yes
8 2
Please download and thoroughly review the Terms and Conditions, located on the Attachments Tab.

Indicate your review and acceptance.

Yes
8 3
Products/Pricing - Upload on Response Attachments Tab
i. Offerors shall provide pricing based on coefficient pricing completing Appendix D; or on a discount from a manufacturer’s or other price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish the extent of a manufacturer’s product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apply, the different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Discounts proposed shall remain the same throughout the term of the contract and at all renewal options. At a minimum the Awarded Offeror must hold the proposed price list firm for the first 12 months after the contract award. Offerors may elect to limit their proposals to any category or categories. ꞏ Complete the applicable Pricing information
o Provide equipment manufacturer, equipment types and discount off published list price. o Define any freight charges.
o Provide classifications of labor with billable rates for each respondent’s office(s), territories or district(s) along with any sub-office pricing as required. Each of these labor classification rates shall be fully burdened, defined and will be set for Normal Working Hours and Non-Normal Working Hours. Sub-contractor labor shall not be recognized.

Each respondent shall determine their sub-contractor’s labor rate as a prime labor classification. For example, an electrician’s labor rate shall be calculated based on the respondent’s sub-contractor’s labor billable rate plus respondent’s normal margins on sub-contractor labor. Labor classification shall be provided in the response. o If using coefficient pricing, the Normal Working Hours and Non-Normal Working Hours for tasks identified in the Scope of Work shall use a benchmark against an established data set (e.g.; RSMeans or others) to ensure that the hours provided can be verified. Each of these hourly tasks shall have a coefficient of labor against an established data set (e.g.; RSMeans or others) city cost index by each respondent’s office(s), territories or district(s) to determine effectiveness of providing these tasks. Offerors using coefficient pricing will complete Appendix D.

Federal Funding Pricing: Due to products and services potentially being used in response to an emergency or disaster recovery situation in which federal funding may be applied, provide alternative pricing that does not include cost plus a percentage of cost or pricing based on time and materials; if time and materials is necessary, a ceiling price that the contract exceeds at its own risk will be needed. Products and services provided in a situation where an agency is eligible for federal funding, Offeror is subject to and must comply with all federal requirements applicable to the funding including, but not limited to the FEMA Special Conditions section located in the Federal Funds Certifications Exhibit F.

Vendor: TD SYNNEX Corporation 25-03 Addendum 2

8 4
Not to Exceed Pricing
Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is not acceptable.
8 5
Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

TD SYNNEX has 11 Distribution Facilities and Warehouses across the U.S. The total square footage is 4,758,605. 8 6
Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide,
to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days
ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days Executive Leadership will promote the award of the OMNIA Partners contract during OEM and partner calls and promote recruitment of Dealers using the Public Sector Contract Specialists dedicated to assist in onboarding new partners/resellers.​ Internal messaging will include Webinars and marketing tools for the sales force access via the Website.

Vendor: TD SYNNEX Corporation 25-03 Addendum 2

8 7
Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days
iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners.
vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement
vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.)
viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page; • A dedicated toll-free number and email address for OMNIA Partners First 90 Days​ Upon award, communicate to vendor and internal Product Management/Business Development teams.​ Develop contract terms and conditions statement, pricing calculator, and published contract price file.​ Review administrative requirements.​ Update OMNIA Partners contract dedicated contract webpage with required contract details, pricing calculator, and additional relevant contract information for ease of navigation.​ Social Media awareness campaign to direct customers to our website.​ Determine manufacturer’s strategy and reseller engagement.​ Establish reseller qualifiers, sales minimums, agreement.​ Review contract requirements with authorized resellers.​ Review required business plan/marketing plan from authorized resellers.​ Conduct training via webinars of resellers, sales representatives, Business Development Representatives, Product Managers and manufacturers.​ Where applicable, conduct joint road shows to promote/train.​ Publish TD SYNNEX Corporation press release.​ Provide marketing collateral for resellers.​ Reseller call campaign to reach out to partners to inform them of the contract.​ Dealer visits from our Account Managers to evangelize the contract.​ Dealer Partner live webinar series.​ “Educate and Inform” stage to ensure reseller customers are aware of the contract.​ Conference calls and webinars to inform reseller customers of OMNIA Partners.​ Trade shows, events, and virtual events.​ Government Navigator business intelligence tool to help Dealer partners uncover opportunities.​ Email campaign at the Account Manager level.​ OMNIA Direct line 800-237-8931 toll free 8 8

GENERAL TERMS AND CONDITIONS
Respondent agrees to comply with the Contract and General Terms and Conditions provided as an attachment to this online bid event. Any deviations to the Contract and General Terms and Conditions may be provided using the procedures set forth in the attribute pertaining to deviations.

I certify compliance with this attribute.
8 9

DEVIATIONS TO TERMS AND CONDITIONS
Any Deviation from the RFP documents, including the General Terms and Conditions, Notice to Offeror, or any other document presented with terms for consideration by the proposer MUST be documented and presented on the Deviation Form and attached to this electronic bid event via an electronic upload to the "Response Attachments" tab. In addition to indicating the requested deviations on the form, additional pages may be provided to more thoroughly explain each deviation listed on the Deviation Form.

I certify compliance with this attribute.

Vendor: TD SYNNEX Corporation 25-03 Addendum 2