NASPO ValuePoint ValuePoint - Amazon S3...DocuSign Envelope ID: C1A31151-5C20-4369-BD2A-96B99595FCFA...

DocuSign Envelope ID: C1A31151-5C20-4369-BD2A-96B99595FCFA

NASPO ValuePoint PARTICIPATING ADDENDUM

DATA COMMUNICATION PRODUCTS &

SERVICES (2019-2026) Led by the State of Utah

Master Agreement#: AR3229

NASPO

ValuePoint

Contractor: PALO ALTO NETWORKS, INC.

Participating Entity: STATE OF GEORGIA GEORGIA DEPARTMENT OF ADMINISTRATIVE SERVICES ("DOAS")

Master Agreement Terms and Conditions:

1. Scope: This addendum covers the Data Communications Products and Services contract(s) led by the State of Utah for use by specified state agencies and other entities located in the Participating State as authorized by that State's statutes to utilize State contracts and cooperative agreements with the prior approval of the State's Chief Procurement Official. Furthermore, this addendum only covers the awarded category of Routers, Switches, Security, and Storage Networking products and services.

2. Effective Date: The Participating Addendum is effective on December 20, 2019 and will expire September 30, 2024, coterminous with the Master Agreement, unless terminated earlier by the State. Should the State of Georgia enter into a new contract for these products and/or services, during the term, the new contract shall supersede this Participating Addendum.

3. Participation: This NASPO ValuePoint Master Agreement may be used by all state agencies, political subdivisions and other entities authorized to use statewide contracts in the State of Georgia. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official. The Board Regents of the University System of Georgia maintains a separate participating addendum with Contractor.

4. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors):

Contractor

Name: Regina Acheampong

Address: 3000 Tannery Way, Santa Clara, CA 95054

Telephone: 669.261.5126

Fax: 669.261 .51 26

Email: [email protected]

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NASPO ValuePoint

PARTICIPATING ADDENDUM



Participating Entity

Name: Lisa Eason

NASPO

ValuePoint

Address: 200 Piedmont Avenue, West Tower, Suite 1308, Atlanta, GA 30334

Telephone: 404.656.0934

Fax:

Email: [email protected]

PARTICIPATING ENTITY MODIFICATIONS OR ADDITIONS TO THE MASTER

AGREEMENT

These modifications or additions apply only to actions and relationships within the Participating Entity.

Participating Entity must check one of the boxes below.

LJ No changes to the terms and conditions of the Master Agreement are required .

[ XJ The following changes are modifying or supplementing the Master Agreement terms and conditions.

Section 17:

Strike, "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."

Strike, "Payments will be remitted by mail." and replace with, "Payments may be remitted by mail or via an automated clearing house (ACH) transfer."

Section 30:

Add, "This Section 5 shall be interpreted only to the extent consistent with the Georgia Open Records Act (O.C.G.A. § 50-18-70 et seq.).

Section 41 :

Governing law shall be the State of Georgia, and venue shall be in Fulton County, Georgia.

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DocuSign Envelope ID: C 1A31151-5C20-4369-8D2A-96899595FCFA

NASPO ValuePoint


DATA COMMUNICATION PRODUCTS & SERVICES (2019-2026) Led by the State of Utah

Section 39.B.(2)

NASPO

ValuePoint

Strike, "If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. " And replace with , "If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, Contractor, after obtaining the consent of the Georgia Attorney General, shall have control over the defense and settlement of it. "

Create Section 46:

Drug Free Workplace. Contractor hereby certifies that:

(1) A drug-free workplace will be provided for the Contractor's employees during the performance of this Agreement; and

(2) It will secure from any subcontractor hired to work in a drug-free workplace the following written certification: "As part of the subcontracting agreement with (lnse1t Contractor's name) , (Insert Subcontractors Name), certifies to the Contractor that a drug-free workplace will be provided for pursuant to the Official Code of Georgia Section 50-24- 3(8)(7)."

Contractor may be suspended, terminated, or debarred if it is determined that:

(1) The Contractor has made false certification herein above; or

(2) The Contractor has violated such certification by failure to carry out the requirements of Official Code of Georgia Section 50-24-3.

Create Section 47:

Certification Regarding Georgia Security and Immigration Compliance Act. Contractor certifies that it has complied, and will comply, with the Georgia Security and Compliance Act (O.C.G.A. § 13-10-90 et seq.). Contractor agrees to sign and comply with the attached Immigration and Security Affidavit.

Create Section 48:

No Boycott of Israel. Contractor certifies that it is not currently, nor will it during the term of this Agreement, engage in a boycott of Israel as defined in O.C.G.A. § 50-5-85.

Create Section 49:

Travel Expenses. All expenses must be approved in advance by the Participating State and must be incurred in compliance with the travel policies and regulations of the State of Georgia and the State Accounting Office.

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DocuSign Envelope ID: C1A31 151-5C20-4369-BD2A-96B99595FCFA

NASPO ValuePoint




Create Section 51 :

NASPO

ValuePoint

Sexual Harassment Prevention. The State of Georgia promotes respect and dignity and does not tolerate sexual harassment in the workplace. The State is committed to providing a workplace and environment free from sexual harassment for its employees and for all persons who interact with state government. All State of Georgia employees are expected and required to interact with all persons including other employees, contractors, and customers in a professional manner that contributes to a respectful work environment free from sexual harassment. Furthermore, the State of Georgia maintains an expectation that its contractors and their employees and subcontractors will interact with entities of the State of Georgia, their customers, and other contractors of the State in a professional manner that contributes to a respectful work environment free from sexual harassment.

Pursuant to the State of Georgia's Statewide Sexual Harassment Prevention Policy (the "Policy") , all contractors who are regularly on State premises or who regularly interact with State personnel must complete sexual harassment prevention training on an annual basis.

If the Contractor, including its employees and subcontractors, violates the Policy, including but not limited to engaging in sexual harassment and/or retaliation, the Contractor may be subject to appropriate corrective action. Such action may include, but is not limited to, notification to the employer, removal from State premises, restricted access to State premises and/or personnel, termination of contract, and/or other corrective action(s) deemed necessary by the State.

(i) If Contractor is an individual who is regularly on State premises or who will regularly interact with State personnel, Contractor certifies that:

(a) Contractor has received, reviewed, and agreed to comply with the State of Georgia's Statewide Sexual Harassment Prevention Policy located http://doas.ga.gov/humanresources-administration/board-rules-policy-and-compliance/jointly-issued-statewidepolicies/sexual-harassment-prevention-policy.

(b) Contractor has completed sexual harassment prevention training in the last year and will continue to do so on an annual basis; or will complete the Georgia Department of Administrative Services' sexual harassment prevention training located at this direct link https://www.youtube.com/embed/NjVtoDDnc2s?rel=O prior to accessing State premises and prior to interacting with State employees; and on an annual basis thereafter; and,

(c) Upon request by the State, Contractor will provide documentation substantiating the completion of sexual harassment t raining.

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NASPO ValuePoint




NASPO

ValuePoint

(ii) If Contractor has employees and subcontractors that are regularly on State premises or who will regularly interact with State personnel, Contractor certifies that:

(a) Contractors have received, comply with the State of Georgia's Statewide Sexual Harassment Prevention Policy located at http://doas.ga.gov/human-resources administration/board-rules-policy-and-compliance/jointly-issued-statewide policies/sexual-harassment-prevention-policy;

(b) Contractor has provided sexual harassment prevention training in the last year to such employees and subcontractors and will continue to do so on an annual basis; or Contractor will ensure that such employees and subcontractors complete the Georgia Department of Administrative Services' sexual harassment prevention training located at this direct link https://www.youtube.com/embed/NjVtODDnc2s?rel=O prior to accessing State premises and prior to interacting with State employees; and on an annual basis thereafter; and

(c) Upon request of the State, Contractor will provide documentation substantiating such employees and subcontractors' acknowledgment of the State of Georgia's Statewide Harassment Prevention Policy and annual completion of sexual harassment prevention training.

Create Section 52: Contract

1. Sales Reporting and Administrative Fee. Pursuant to O.C.G.A. Section 50-5-51(10), DOAS has the authority to collect moneys, rebates, or commissions payable to the State that are generated by supply contracts established pursuant to O.C.G.A. Section 50-5-57. These administrative fees are used by DOAS to fund various initiatives, including the administration of existing and new statewide contracts, training, and technology. For this statewide contract, DOAS requires each Supplier to pay to DOAS an administrative fee on all sales pursuant to the resulting statewide contract. The administrative fee amount for this statewide contract is 1.5%. Contractor's pricing must include the identified administrate fee built into any quotation.

DOAS and Contractor agree that the collected Fees and the corresponding Quarterly Sales Report (report template available upon request) , which identifies the total sales pursuant to this statewide contract for the corresponding fiscal quarter, shall be submitted by Contractor to DOAS. The total sales reported in the Quarterly Sales Report should be limited to sales in which the Contractor has received payment from the state customer.

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NASPO ValuePoint


DATA COMMUNICATION PRODUCTS & SERVICES (2019-2026) Led by the State of Utah

NASPO

ValuePoint

2. Public Records. The laws of the State of Georgia, including the Georgia Open Records Act, as provided in O.C.G.A. Section 50-18-70 et seq. , require procurement records and other records to be made public unless otherwise provided by law.

3. Lease Agreements. The use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement is not authorized.

4. Subcontractors. All dealers, and resellers authorized in the State of Georgia, as shown on Exhibit 1, Authorized Resellers, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The contractor's dealer participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement.

5. Orders. Any order placed by a Participating Entity or Purchasing Entity for a product and/or service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. All purchase orders issued by eligible users shall include the DOAS contract number.

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DocuSign Envelope ID: C 1 A31151-5C20-4369-BD2A-96899595FCFA

NASPO NASPO ValuePoint PARTICIPATING ADDENDUM

DATA COMMUNICATION PRODUCTS & SERVICES (2019-2026)

ValuePoint Led by the State of Utah

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

Participating Entity: Contractor:

State of Georgia

Signature: Signature:

~~/_f~Lsi( ~ DocuSigncd by :

HOt7:::2~=f4-Name: / I Name:

Lisa Eason Meli nda Thompson

Title: Title:

Deputy Commissioner, State Purchasing Div. VP , Deputy GC

DaJe~~~ Date: Dec-20-2019

<::.2d_; o2CJ/ /

[Additional signatures may be added if required by the Participating Entity]

For questions on executing a participating addendum, please contact:

NASPO ValuePoint

Cooperative Contractinq Coordinator: Telephone: Email: info®nasoovalueooint.ora

[Please email fully executed PDF copy of this document to

[email protected]

to support documentation of participation and posting in appropriate data bases.}

,,.1c; "%

~\~ f l>/JQlA~

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DocuSign Envelope ID: C 1 A31151-5C20-4369-BD2A-96899595FCFA

NASPO ValuePoint PARTICIPATING ADDENDUM



EXHIBIT 1

NASPO

ValuePoint

PALO AL TO AUTHORIZED RESELLERS/DEALERS/PARTNERS

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DocuSign Envelope ID: 7EE54F95-EA4C-4DCD-8FDE-05DA54994 F29

AMENDNIENT NO. 1

This AMENDMENT No. 1 (the "Amendment'') to the NASPO Partici:pating Addendum (#99999-SPD1-NVPUT3229-0001)~ effective December 20, 20192 (the uAgreementu) between the State of Georgia Department of Admi'nistrative Services ("DOAS1

') a:nd Palo Alto Networksl Inc. ('(Pa'fo Alto Networks") is mutually entered into by both parties as of June 1, 20,20 (the "Amendment No. 1 Effective Date").

WHEREAS, DOAS. and Palo Alto Networks have previously entered int,o an Agr,eement: and

WHEREAS: • OAS an1d Palo Alto Networks n,ow des,ire to amer1d the Aareemen .

NOWi THER:EFORE, in consid'eration of the mutual promises contained herein~ and intending to . e legally bound, DOAS and Palo Alto Networks agree to the following revis.ion to the Participating Addendum:

Section 3 is deleted and replaced with the folio'Jving~

3. Partiicipation: Th:is NASPO ValuePoint Partici:pating Addendum establishes Contractor as a non-exclusivei non-mandatory source of supply for 1) all State of Georgia governmental entities 1 including but not limited to state offices, cigencies, departments} boards, bureaus, comm,issions, technical schools, and colleges ancl universities and 2) all ott1er State of Georgia govern,mental entities such as state author~ties, local government, municipalities1

cities, townships 1 coun;tie,s, pub.lie :K-12 school systems, and other political subdivisions of the State of Georgia. Issues of interpretation and E?ligibil it.y for participation are solely within the .author.i:ty of the State Chief Procurement Official .

IN WITNESS WHEREOF, the parties hereto have caused this Amend.ment to be s,igned by the,ir duly authorized representatives.

.. - ,C-C ---Participati·ng Entity: Contr,actor: State of Georaia Sign~tur,e:

·- .

Sigriit _ure·; ·-·

-····· ; ijo §ii!U~R '9~! --- .,,.,,,.- -~ ~,~,~ Tk~~~ - 7/

.:,, .?

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-· ·,ffr~B11 E\r &ilFt~i:A ... • ! . -· - - .. - . . . .

Na.me: I Name: Melinda Thompso.n Lisa Easo,n

--- -. -

Titl1e: Title: Deputy Commissioner, State P,urchasino • i:v.

VP,. Dep'uty GC -

Date: ,, Date: lw1ay-2 9-2020 I 5-~U\ J1 0 11:46:00 AM PDT --.. - -

Page 1 of 1 9'9999-SPD-NVPUT3229-0001

' !

C@riifl§@t@ Of CPmpletion Envelo,pe Id: 7EE54F95iEA4C4DCD8FDE05DA54994F29

Subject: Please DocuSign: Palo Alto PA Amendment No 01 (1 ).pdf

Source Enveiop$.:·.

Document Pages: 1

Certificate Pages: 1

AutoNav: Enabled

t:.nvelopel,d Stamping: Enabled

Signatures: 1

ln!itials: 0

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

R~9Qrd Traeking Status: Original

5/29/2020 11 :37:21 AM

§igner ~vent1 Mefinda Thomoson

[email protected]

VP, Deputy GC

Palo AJto Networks, Inc.

Securitv level: Email. Account Authentication - .

{None)

Eloctronic Record and Signature Disclosure: Not Offered via DocuS,ign

Editor -Delivecy events

Envelope $umrnary Evertt~ .--6lveto_oe Sent

1vertified Delivered

-Signing Complete

Completed'

Holder. Matt Whipkey

mwhipl<[email protected]

H~~T"k~ · · · ~'fflQ1 H~1~~f ~'f9:::

Signature Adoption: Pre,-sel,ected Style

Using f P Address: 13. 52. 128.115

!lignature

$tatu.s

Status .. --~7P,1 .......... -

Status

Status - . ,.., .... - ...

Signature

ltatus Hashed/Encrypted

Security Checked

security Checked

Security Checked

status

Status: Completed

Envelope Originator:

Matt WhipKey

3000 Tannery Way

Doc

Santa Clara, CA 95054-1211

[email protected]

IP Address: 34.100.67.241

Location: DocuS1ar{ ...,

Timesta.mp Sent: 5/29/.2020 11 :38:05, AM

Viewed: 5/29/2020 11 :45~55 AM

Signed:. 5/29/20201 11 :46:00 AM

Times•~mn ,. __ ,._ -.:;;;::,_ ~ .. -r

Timefitamn •

Timettamp

Timest~mp

T"im.e$tamg~ 5/29/2020 11 :38:05 AM

5/29/2020 11 :45:55 AM

5/29/20·20 11 :46,:00 AM

s12912020 11 :46:o,o AM

NASPO ValuePoint ValuePoint - Amazon S3...DocuSign Envelope ID: C1A31151-5C20-4369-BD2A-96B99595FCFA...

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Transcript of NASPO ValuePoint ValuePoint - Amazon S3...DocuSign Envelope ID: C1A31151-5C20-4369-BD2A-96B99595FCFA...