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Participating AddendumNASPO ValuePoint DATA COMMUNICATIONS PRODUCTS AND SERVICES 2019 - 2026Master Agreement No: AR3232 (“Master Agreement”)Juniper Networks (US), Inc. andThe State of Oregon, acting through its Department of Administrative Services, ProcurementServicesState of Oregon Statewide Price Agreement Number: 1606This Participating Addendum to the above referenced Master Agreement (“ParticipatingAddendum”) is made and entered into by and between the State of Oregon ( “State”) acting byand through its Department of Administrative Services, Procurement Services (“DAS PS”) andJuniper Networks (US), Inc., a California corporation (“Contractor”) and is dated and effectiveas of June 15, 2021.SCOPE AND ORDER OF PRECEDENCEScope and Purpose. This Participating Addendum establishes a price agreement betweenContractor and DAS PS pursuant to ORS 279A.200 et seq. for the benefit of state agencies andmembers of the Oregon Cooperative Purchasing Program (“Purchasing Entities”) for the acquisitionof Data Communication Products and Services (“Products” and “Services”).Products and Services. The Data Communication Products and Services offered under thisParticipating Addendum and any related pricing are described in Exhibit A attached hereto.Contracts. From time to time, Purchasing Entities may submit Purchase Orders to a FulfillmentPartner of the Contractor to purchase the Data Communication Products and Services availableunder this Participating Addendum specified in the Purchase Order. Each such Purchase Order, incombination with the terms and conditions set forth or referenced herein and in the MasterAgreement, will form a contract between the Purchasing Entity submitting the Purchase Order andContractor’s Fulfillment Partner to provide the Data Communication Products and Servicesdescribed in the Purchase Order (each, a “Contract”), separate and distinct from other Contractsentered into by the same or other Purchasing Entities. DAS PS will not be a party to nor bound toany of the obligations in a Contract, unless the Purchaser Order that formed the Contract wassubmitted to Contractor by DAS PS for the benefit of DAS.If Purchasing Entity enters into a Contract that includes the purchase of Services, the Contract mayalso include a Statement of Work describing those Services. Such a Statement of Work will, whenattached to the applicable Purchase Order, become part of the Contract for the DataCommunication Products and Services, described in the Purchase Order.State of Oregon Contract Terms and Conditions. Exhibit B to this Participating Addendum containsterms and conditions, in addition to those set forth in the Master Agreement that are applicable toPage 1 of 56Juniper Networks Statewide Price Agreement #1606Juniper Business Use Only
individual Contracts between Contractor and Purchasing Entities. As set forth in Section 12 of theMaster Agreement and subject to the provisions of Exhibit B attached to this ParticipatingAddendum, the provisions of the Master Agreement apply to this Participating Addendum andeach Contact, and Purchasing Entities are entitled to rely upon all the representations andwarranties and shall have the same rights, responsibilities and benefits under their Contracts as theLead State has in the Master Agreement, including but not limited to , any indemnity or right torecover any costs as such rights are defined in the Master Agreement and this ParticipatingAddendum.Lease Agreements and Alternative Financing Methods. Section 45 of the Master Agreementpermits leasing and alternative financing methods. Leasing and alternative financing methods areapproved for use under this Participating Addendum. The terms and conditions of the lease orfinancing arrangement will be separately negotiated and set forth in an agreement between theContractor and Purchasing Entity.Participating Addendum Term. This Participating Addendum shall be effective when it is executedby both parties and approved as required by applicable law. Unless terminated earlier, thisParticipating Addendum shall terminate as of the date that the Master Agreement terminates. Theexpiration or termination of this Participating Addendum will not affect any then current Contract,which will have the term set forth therein.Order of Precedence. In the event of a conflict between the terms and conditions of thisParticipating Addendum and its Exhibits or the Master Agreement and any preprinted Contractorforms, product guides or descriptions, terms and conditions on Contractor’s website, browse-wrap,shrink-wrap, click-wrap or any other non-negotiated terms or conditions, the following order ofprecedence applies:1.7.1This Participating Addendum, less its exhibits;1.7.2Exhibit H – Federal Terms and Conditions;1.7.3Exhibit B - Contract Terms and Conditions;1.7.4Exhibit F - State of Oregon Information Security Terms;1.7.5Exhibit A – Products and Services; Pricing1.7.6The Master Agreement, including its attachments;1.7.7Exhibit C – Additional Required Insurance;1.7.8Exhibit E – Vendor Management Performance Standards and Metrics;1.7.9Exhibit D – Volume Sales Report and Vendor Collected Administrative Fee;1.7.10 Any preprinted Contractor forms, product guides or descriptions, terms andconditions on Contractor’s website, browse-wrap, shrink-wrap, click-wrap or anyother non-negotiated terms or conditionsNot Exclusive. The Participating Addendum is not exclusive. Purchasing Entities may purchaseproducts and services that are the same or similar to those described in the ParticipatingAddendum from any other source, and Contractor may furnish such products or services to anyPage 2 of 56Juniper Networks Statewide Price Agreement #1606Juniper Business Use Only
third party, provided Contractor may not sacrifice the quality of the Data Communication Productsand Services provided to Purchasing Entities pursuant to this Participating Addendum for thebenefit of another customer of Contractor.Subcontracted Fulfillment Partners. The State of Oregon at its sole discretion reserves the right toselect the Fulfillment Partner(s) to include into the Participating Addendum. The State of Oregonmay require Subcontractors/Fulfillment Partner(s) to submit business information as part of theirinclusion in the Participating Addendum.Contractor’s Fulfillment Partners, as defined in the Master Agreement, authorizedin the State of Oregon, as shown on the dedicated Contractor’s FulfillmentPartner Matrix, are approved to provide sales and service support to the State ofOregon, e.g. for direct order taking, processing, fulfillment or provisioning. TheFulfillment Partners’ participation will be in accordance with the terms andconditions set forth in the aforementioned Master Agreement and thisParticipating Addendum.The State of Oregon will look solely to the Contractor for the performance of allcontractual obligations, and the Contractor shall not be relieved for thenonperformance of any Fulfillment Partners. Contract requirements such aswebsites, reporting, etc. are the responsibility of the Contractor. Contractor mustprovide Fulfillment Partners education and guidance on use of the MasterAgreement and Participating Addendums.Subject to approval of the State of Oregon, Contractor may propose to add orremove Fulfillment Partners at any time during the term of this ParticipatingAddendum to provide sales and services support upon thirty (30) business daysadvance written notice. Contractor will be the sole point of contractresponsibility.PARTICIPATIONEligible Entities. The following entities are authorized to acquire Products and Services pursuant tothis Participating Addendum:OREGON STATE AGENCIES. Oregon state agencies, departments, offices, divisions, boards, andcommission; and any the following institutions of higher education in the State of Oregon: stateuniversities, regional universities, state college, community colleges, and technical colleges.ORCPP MEMBERS. Cities, counties, school districts, special districts, Qualified RehabilitationFacilities (“QRFs”), residential programs under contract with the Oregon Department of HumanServices, United States governmental agencies, and American Indian tribes or agencies that aremembers of the Oregon Cooperative Purchasing Program (“ORCPP”).Sales to Unauthorized Purchasers. It is the Contractor's responsibility to verify purchasers'authority to Contract pursuant to this Participating Addendum. If Contractor is found to haveentered into two or more Contracts under the Participating Addendum with an entity other than anPage 3 of 56Juniper Networks Statewide Price Agreement #1606Juniper Business Use Only
eligible entity, Contractor will be deemed to be in material breach of the Participating Addendum.Verification of ORCPP Participant Authority. ORCPP Participants can be verified via the followingwebpage: member.aspxLiability for Non-State Purchasing Entities. Contractor acknowledges and agrees that the Stateshall bear no liability with respect to Contracts entered into between Contractor and PurchasingEntities that are not State Agencies; the State expressly disclaims any liability for non-statePurchasing Entities. With regard to Purchasing Entities that are not State Agencies, Contractoragrees to look solely to the respective contracting party for any rights and remedies Contractor mayhave at law or in equity arising out of the sale and purchase of Data Communication Products andServices and the resulting contractual relationship, if any, with each such contracting party.SELECTING PROVIDER; ORDERS.Selecting a Contractor. DAS PS has awarded multiple Participating Addenda under this DataCommunication Products and Services solicitation. If a Purchasing Entity wishes to acquireProducts and Services that are offered by more than one contractor currently a party to aParticipating Addendum with the State of Oregon, then the Purchasing Entity may issue a requestfor quotes to each contractor that provides the Products and Services sought by the PurchasingEntity. Each such request for quotes will: (i) identify the Products and Services Purchasing Entityseeks to purchase; (ii) the time period for responses; (iii) the evaluation criteria the PurchasingEntity will use to select a contractor; and (iv) any other matters particular to the Purchasing Entity’scurrent needs.The Purchasing Entity will conduct a best value analysis of all responses to its request for quotesreceived by the deadline established in the request for quotes to select the offer that is the mostadvantageous to the Purchasing Entity given the needs of the Purchasing Entity in the particularcircumstance. If the Purchasing Entity chooses to purchase any Products and Services based on therequest for quotes and responses received, the Purchasing Entity shall issue a notice of intent toaward and will advise all contractors of how and when an Affected Offeror may protest the award.After the protest period has expired, the Purchasing Entity may enter into a Contract as set forth inthis Participating Addendum.Purchasing Entities may place orders directly and only through Contractor’sapproved Fulfillment Partners or through Contractor for Products or Servicesas authorized under this Participating Addendum. Only those FulfillmentPartners approved and listed during the term of Participating Addendum onContractor’s Fulfillment Partner Matrix are authorized to directly providequotes, receive Purchase Orders or Contracts, invoice Customers, and receivepayment from Purchasing Entities on Contractor’s behalf.Except as otherwise set forth in the qualifying criteria, Contractor will not,directly or indirectly, restrict any Fulfillment Partner’s participation or abilityto quote pricing for an Authorized Purchaser. The approved FulfillmentPartners will not offer less favorable pricing discounts than the contractPage 4 of 56Juniper Networks Statewide Price Agreement #1606Juniper Business Use Only
discounts established by Contractor under the Master Agreement. However,the Fulfillment Partner may offer any additional incremental discounts toAuthorized Purchaser, and such additional discounts if offered, may beprovided in the discretion and as the sole legal obligation of the approvedFulfillment Partner to the Authorized Purchaser. Contractor is notresponsible for any discount promised by a Fulfillment Partner, nor isContractor liable for any damages arising from the failure of a FulfillmentPartner to honor any promised discount, beyond the base level discounts setforth in the Master Agreement.In the event a Fulfillment Partner refuses to honor any promises,negotiations, or representations made to Participating State, Contractor shallcooperate with and assist Participating State to the extent it is able in itsreasonable efforts to enforce the promises, negotiations, or representationsof the Fulfillment Partner.Purchase Order Form. Purchasing Entities shall not materially change or alter the terms, conditions,or prices of the Participating Addendum. Contractor’s Fulfillment Partners shall not accept anyPurchase Order that does not comply with the requirements set forth in the following Sections 3.3through 3.5.State Agencies. State Agencies must use a form of Purchase Order approved by DAS PS. Nolanguage in a Purchase Order submitted by a State Agency, including DAS PS, shall vary, amend,modify, or add terms or conditions to the Participating Addendum. Operative provisions inPurchase Orders shall be limited to: designation of Purchasing Entity and its authorizedrepresentative; itemization of the Products and Services ordered under the terms of theParticipating Addendum; delivery schedules in accordance with the terms of the ParticipatingAddendum; and service location and invoicing address. State Agencies also may attach Statementsof Work to the Purchase Order(s) describing Services to be provided by the Contractor pursuant toSection 1.3.Threshold. Purchasing Entities that are agencies of the State of Oregon underDAS procurement authority may issue ordering instruments under thisParticipating Addendum for any amount without further delegation ofprocurement authority from DAS, provided the ordering instrument does notchange the terms and conditions of this Participating Addendum. If, however, theordering instrument contains a Statement of Work or in any way changes theterms and conditions set forth in this Participating Addendum and the value ofsuch Products and/or Services exceeds 150,000, then the state agencyPurchasing Entity must either obtain delegation from DAS PS or submit theordering instrument to DA PS for review and approval. Contractor is notresponsible for verifying the Purchase Entity’s compliance.Notwithstanding the foregoing DAS delegation, Purchasing Entities that areagencies of the State of Oregon must obtain all other necessary approvals,Page 5 of 56Juniper Networks Statewide Price Agreement #1606Juniper Business Use Only
including but not limited to legal sufficiency approval, as may be required.Contractor is not responsible for verifying the Purchase Entity’s compliance.ORCPP Participants. ORCPP Participants may use their own Purchase Order forms to order underthe Participating Addendum. The Mandatory Purchase Authorization Language set out in Section3.4 must be on the front page of each Purchase Order submitted to Contractor’s Fulfillment Partnerby an ORCPP Purchasing Entity for Products and Services ordered under the ParticipatingAddendum.Mandatory ORCPP Purchase Order Language:THIS PURCHASE IS PLACED AGAINST STATE OF OREGON PARTICIPATING ADDENDUM # 1606. THETERMS AND CONDITIONS CONTAINED IN THE PARTICIPATING ADDENDUM APPLY TO THISPURCHASE AND TAKE PRECEDENCE OVER ALL OTHER CONFLICTING TERMS AND CONDITIONS,EXPRESS OR IMPLIED.PRICING; VOLUME SALES REPORT; VENDOR COLLECTED ADMINISTRATIVE FEE.Pricing. The pricing or mechanism for establishing the price for the Data Communication Productsand Services available under this Participating Addendum is set forth in Exhibit A.Cost Savings. Contractor will use commercially reasonable efforts to ensure that non-standardpricing authorizations consider the benefit of any cost savings realized through, for example, lowertransport and storage costs, energy savings, and increased use of automation. Nothing in thisSection 4.2 shall limit DAS PS’ ability to negotiate with the Contractor with respect to other costsaving options that may be realized for Purchasing Entities.Volume Sales Reports and VCAF. As set forth in Exhibit D, Contractor shall submit Volume SalesReports and Vendor Collected Administrative Fees to DAS PS.ACCOUNT TEAM; PRIMARY CONTACTS; OREGON VENDOR MANAGEMENTPROGRAMAccount Team and Regular Meetings. Contractor will provide an account team located within thePacific Northwest and capable of being in Salem, Oregon, for on-site meetings (or as otherwiseagreed) with reasonable notice. The account team can be held by one or more individuals whomust be fully capable of performing these roles and must have full authority within the Contractor'sorganization to resolve sales, operations, service, billing and provisioning issues on behalf of theContractor. Contractor agrees to use reasonable efforts to ensure that the key account teampersonnel continue performing the required support through the life of the ParticipatingAddendum and resultant Contract terms. Contractor agrees that it will provide reasonable notice toDAS PS of any personnel replacements and that it will use reasonable efforts to replace and/orreassign personnel with persons that have comparable skill, experience and familiarity, to theextent possible, with the Services and their related processes.At DAS PS’ request, on a regular basis the Contractor account team shall be prepared to meet toconduct a broad review of the Data Communication Products and Services provided hereunder,Page 6 of 56Juniper Networks Statewide Price Agreement #1606Juniper Business Use Only
and Contractor’s ongoing operations, provisioning performance and billing accuracy. Also at DASPS’ request the, Contractor shall supply an organizational chart that includes the Contractor'saccount team members, their responsibilities and contact information as well as upper levelmanagement support and escalation points.Designated Account Contact. Contractor will provide a designated account contact with whom DASPS can request meetings when required for Participating Addendum and Contract managementand performance reviewAuthorized Representatives. The parties will keep and maintain current at all times an authorizedrepresentative for administration of this Participating addendum. The authorized representativesfor this Participating Addendum are as follows:Contractor Contact:NameAddressTelephoneE-mailRoxanne Bieniek10 Technology Park DriveWestford, MA 01886(978) 589-0636rbieniek@juniper.netState of Oregon Participating Addendum Administrator:NameAddressTelephoneE-mailDebbie Davis, State Procurement Analyst1225 Ferry Street, U140Salem, OR 97301-4285(971) 707-1100debbie.m.davis@oregon.govOregon Vendor Management Program. This Participating Addendum is a State of OregonBasecamp contract and subject to the oversight of the State’s Vendor Management Program. TheState values relationships with vendors and its purchasing partners and believes that throughinteraction and collaboration government and the IT sector can make a meaningful difference. TheVendor Management Program provides tools and information to help users make better- informeddecisions on what they buy, and who they buy it from. The Vendor Management Program wasdesigned to ensure that the products and services provided meet the quality the State’sstakeholders expect. The Vendor Management Program monitors and manages performancewithin the following areas:xxData Transparency. Includes public posting (i.e. on Oregon.gov website) ofperformance, pricing, market share, customer reviews, contract information, vendorcontacts, and announcements. Performance Measurement. Measure performance on a regular basis in relation toagreed upon quality levels of key outcome areas. These areas include: CostManagement, Technology Management, Compliance and Risk Management,Relationship Management and Strategic Partnership. Measurements may becalculated based on data collected from the successful vendor, customer surveyPage 7 of 56Juniper Networks Statewide Price Agreement #1606Juniper Business Use Only
developed by the Office of the State Chief Information Officer, internal datacollection measures, third party tools, or a combination of any of the foregoing.x Due Diligence Review. Review and analysis of vendor answers on Due DiligenceWorksheet to determine overall risk. Successful vendors provide updates of keyindicators and proof of compliance or achievement to demonstrate continual progresstowards risk mitigation. x Performance Management. Successful vendors engage in regularly recurringbusiness and performance reviews in which a balanced scorecard is reviewed, andany necessary performance improvement plans are drafted. Successful vendorsalso engage with vendor management to discuss opportunities for greateralignment of operations to improve core outcomes. x Issue Resolution. When issues arise, parties will follow the issue resolutionprocess, which may include the development and implementation of aperformance improvement plan, overseen by the Vendor Management Program. During the term of this Participating Addendum and each Contract entered into hereunder,Contractor shall, at all times, comply with:The performance requirements and expectations specified in the State of Oregon,Office of the State CIO, Basecamp New Contractor Onboarding Guide, which islocated amp New Contractor Onboarding Guide.pdf ; andThe performance requirements set forth in Exhibit E.PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENTAttached hereto as Exhibits B, C, D, E, F, and H are additional State of Oregon Specific Terms andConditions applicable to the Products and Services. And, as necessary, Purchasing Entities mayinclude additional terms and conditions in their individual Statements of Work for Services,provided, however, that any such additional terms and conditions in a Statement of Work will notmodify the provisions of this Participating Addendum.OREGON INFORMATION SECURITY; DATA PROTECTIONAll purchases of Products and Services under this Addendum are subject to the provisions of ExhibitF, State of Oregon Information Standards, to the extent those provisions are applicable, and to anyother data privacy or security provisions designated by the Purchasing Entity.PARTICIPATING ADDENDUM REPRESENTATIONS AND WARRANTIES:Authority; Binding Obligation. Contractor represents and warrants that Contractor has the powerand authority to enter into and provide the Products and perform the Services under thePage 8 of 56Juniper Networks Statewide Price Agreement #1606Juniper Business Use Only
Participating Addendum and that the Participating Addendum, when executed and delivered, shallbe a valid and binding obligation of Contractor enforceable in accordance with its terms.Authority in Oregon. Contractor represents and warrants that Contractor is authorized to dobusiness in the State of Oregon and will remain so throughout the term of the ParticipatingAddendum and each Contract entered into thereunder.Regulatory Approvals. Contractor represents and warrants that it has received, and will receive forthe duration of the contract (i) all licenses, consents, permits, approvals and authorizations of anyregulatory authority, the granting of which is required by law for Contractor to fulfill its obligationsunder the Participating Addendum and each Contract, or (ii) has given or will give any noticerequired to be given to a regulatory authority prior to Contractor to fulfill its obligations under thisParticipating Addendum and each Contract.Warranty for Service. Contractor warrants that its performance under this Participating Addendumand each Contract shall conform in all material respects with all requirements set out in thisParticipating Addendum and each Contract and it shall perform its obligations in accordance withthe highest professional standards.Liquidated Debt. Contractor represents and warrants that it has no undisclosed liquidated anddelinquent debt owed to the State or any agency, board, commission, department or division ofthe State.Tax Laws. Contractor represents and warrants (to the best of Contractor’s knowledge, after dueinquiry), for a period of no fewer than six calendar years preceding the effective date of thisParticipating Addendum, faithfully has complied with:All tax laws of this state, including but not limited to ORS 305.380(4), ORS 305.620and ORS chapters 316, 317, and 318;Any tax provisions imposed by a political subdivision of this state that applied toContractor, to Contractor’s property, operations, receipts, or income, or toContractor’s performance of or compensation for any work performed byContractor;Any tax provisions imposed by a political subdivision of this state that applied toContractor, or to goods, services, or property, whether tangible or intangible,provided by Contractor; andAny rules, regulations, charter provisions, or ordinances that implemented orenforced any of the foregoing tax laws or provisions.Intellectual Property Non-Infringement.a) Obligations. Contractor shall indemnify and defend any suit brought against a Purchasing Entityto the extent that it is based upon a claim that a Juniper Hardware, Software, Service, and/or CloudService sold or licensed to a Purchasing Entity under this Participating Addendum infringes anythird-party United States patent, copyright, or trademark (“IP Claims”) and will pay all damages andcosts that a court finally awards against the Purchasing Entity as a result of such claim; provided,that the Purchasing Entity: (i) as soon as possible but in any event within thirty (30) days ofPage 9 of 56Juniper Networks Statewide Price Agreement #1606Juniper Business Use Only
becoming aware of such claim (whether or not a claim has been filed): (1) gives Contractor writtennotice of such claim, and (2) furnishes Contractor with a copy of each communication, notice orother document relating to the claim; (ii) gives Contractor complete control of the defense andsettlement of such claim; and (iii) gives all reasonable information and assistance in the defense orsettlement of such claim at Contractor’s expense. It is incumbent on Contractor to provide notice toJuniper as soon as it becomes aware of any potential claim, in order for Juniper to mitigate anypotential damages.b) Remedy. Should a Juniper Hardware, Software, Service, and/or Cloud Service become, or inContractor’s opinion, likely become the subject of an IP Claim, Juniper, at its option, may either: (i)procure for Company the right to continue using the Juniper Hardware, Software, Service, and/orCloud Service, or (ii) replace or modify the allegedly infringing item to make it non-infringingprovided material functionality is maintained. If, in Contractor’s sole opinion, neither of theforegoing alternatives is commercially reasonable, Contractor will grant the Purchasing Entity arefund of the purchase price of the relevant Hardware, Software, Service, and/or Cloud Servicedepreciated on a five-year straight-line basis provided that Purchasing Entity, at Contractor’soption, either returns the Product to Contractor, certifies the destruction thereof, or ceases to usethe Service.c) Exclusions. Contractor shall have no obligation or liability for any claim of infringement which isbased, in whole or in part, upon (i) the combination, operation or use of the Hardware, Software,Service, and/or Cloud Service with any hardware, software or service supplied by a party other thanContractor; (ii) any alteration or modification of the Hardware, Software, Service and/or CloudService which is not pre-approved by Contractor in writing; (iii) any non-Juniper hardware,software, or service; (iv) any specifications, designs or instructions provided to Contractor by or onbehalf of Purchasing Entity; (v) Purchasing Entity’s failure to promptly implement an update ormodification to the Hardware, Software and/or Service (e.g., install a Supported Release) providedby Contractor; or (vi) use of the Hardware, Software, Service and/or Cloud Service in a mannerother than which it was designed or in a manner other than as specified by Contractor. Contractorshall not be obligated or responsible for any settlement entered into or damages arising fromadmissions by Purchasing Entity without Contractor’s prior written consent.THE INFRINGEMENT INDEMNITY SET FORTH IN THIS SECTION STATES JUNIPER’S ENTIRE LIABILITYAND OBLIGATION AND COMPANY’S SOLE REMEDY FOR CLAIMS OF INFRINGEMENT ORMISAPPROPRIATION OF THIRD-PARTY PATENT, COPYRIGHT, TRADEMARK, AND/OR OTHERINTELLECTUAL PROPERTY RIGHTS.Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of,any other warranties provided in the Master Agreement. All warranties provided in the MasterAgreement, this Participating Addendum and a Contract are cumulative, and will be interpretedexpansively so as to afford DAS PS and each Purchasing Entity the broadest wa
Juniper Networks Statewide Price Agreement #1606 Juniper Business Use Only third party, provided Contractor may not sacrifice the quality of the Data Communication Products and Services provided to Purchasing Entities pursuant to this Participating Addendum for the benefit of another customer of Contractor. Subcontracted Fulfillment Partners.
