17.2.15 Transource PA_Redacted.pdf

PARTICIPATING ADDENDUM

NASPO ValuePoint COOPERATIVE PURCHASING PROGRAM

Computer Equipment

Administered by the State of Minnesota (hereinafter “Lead State”)

MASTER AGREEMENT

Master Agreement No: MNWNC-130

Transource Service Corporation

(hereinafter “Contractor”) And

State of Wisconsin

(hereinafter “Participating State”)

Participating State Contract #505ENT-O16-NASPOCOMPUT-11

1. Scope. This Participating Addendum covers the Computer Equipment led by the State of

Minnesota along with a multi-state sourcing team for use by state agencies and other entities located in the Participating State that is authorized by that state’s statutes to utilize state contracts, and which receives prior written approval of the state’s chief procurement official. Personal use of the Participating Addendum is NOT authorized.

This Participating Addendum authorizes the purchase of equipment and associated

Software and Services in all of the following categories as set forth in the Master

Agreement:

Band 1: Desktop

Band 2: Laptop

Band 3: Tablet

Band 4: Server

Band 5: Storage

Link to the NASPO ValuePoint Vendor Page: http://www.naspovaluepoint.org/#/contract-details/52/contractor/276

Each band includes related Peripherals and Services. The original solicitation contains the requirements and definitions establishing the Product Bands allowed on the Master

Agreement. The Master Agreement identifies the bands awarded to the Contract Vendor.

The configuration dollar limits remain the same as the Master Agreement. Restrictions are identified in the Master Agreement with any further restrictions identified within this

Participating Addendum.

With respect to any educational discount, the parties agree that the following Authorized

Users shall be eligible to receive such discount available under the scope of this

Contract: University of Wisconsin System University, College, or Board; Wisconsin public

K-12 schools; Wisconsin Technical College System; Wisconsin Department of Public

Instruction; Wisconsin Educational Communications Board; Wisconsin School for the Blind and Visually Impaired, Wisconsin School for the Deaf; and any other educational

Authorized Purchasing Entity as approved by the Participating State Primary Contact.

The scope of this Participating Addendum does not include the following: trial, demonstration, evaluation equipment and/or related Software; rental; cellular phone equipment; wireless phone or internet services; cloud services; hosting services; or http://www.naspovaluepoint.org/#/contract-details/52/contractor/276 http://www.naspovaluepoint.org/#/contract-details/52/contractor/276

Transource Service Corporation

(hereinafter “Contractor”) And managed print services. There are also Hardware, Software, and Service restrictions in both the Master Agreement and the Participating Addendum.

This is not a mandatory contract for any Purchasing Entities. The Purchasing Entities may obtain related Deliverables and Services from other sources during the term of this

Participating Addendum. The State makes no express or implied warranties whatsoever that any particular quantity or dollar amount of Deliverables or Services will be procured.

2. Participation. Use of specific WSCA-NASPO cooperative contracts by state agencies, political subdivisions and other entities authorized by an individual state’s statutes to use state contracts (“collectively, “Purchasing Entity”) are subject to the prior approval of the respective State Chief Procurement Official. Wisconsin Statutes (s. 16.73, Wis. Stats.)

establish authority to allow Wisconsin municipalities to purchase from state contracts. A

"municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s.

16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss.

66.0301(1) and (2), Wis. Stats.

The Contract is not mandatory for the Purchasing Entities. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement

Official.

3. Order of Precedence.

1. A Participating Entity’s Participating Addendum (“PA”); A Participating Entity’s

Participating Addendum shall not diminish, change, or impact the rights of the Lead

State with regard to the Lead State’s contractual relationship with the Contract

Vendor under the Terms of Minnesota NASPO ValuePoint Master Agreement;

2. Minnesota NASPO ValuePoint Master Agreement (includes negotiated Terms &

Conditions);

3. The Solicitation including all Addendums; and

4. Contract Vendor's response to the Solicitation

Transource Service Corporation

(hereinafter “Contractor”) And

These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor’s response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated.

4. Participating State Modifications or Additions to Master Agreement. The attached

Exhibits A, B, and C are incorporated in this Participating Addendum and apply to all transactions under this Participating Addendum.

5. Primary Contacts. The primary contact individuals for this Participating

Addendum are as follows (or their named successors):

Contractor

Name Curtis Wescott

Address 2405 W. Utopia Road

Phoenix, AZ 85027

Telephone 623-879-8882 ext. 24

E-mail curtisw@transource.com

Participating State

Name Brenda Derge, CPPO, CPPB

Address Wisconsin Department of Administration

101 E. Wilson St.

P.O. Box 7867

Madison, WI 53707

Telephone 608-266-8613

E-mail brenda.derge@wisconsin.gov

The contacts listed above can be changed by the parties in writing. Such updates do not require an amendment to this Contract.

Transource Service Corporation

(hereinafter “Contractor”) And

6. Partner/Subcontractor Utilization. Each state represented by NASPO

ValuePoint participating in this Master Agreement independently has the option of utilizing partners. Only partners approved by this Participating State may be deployed. The participating State will define the process to add and remove partners and may define the partner’s role in their participating addendum. The

Contractors partners’ participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. Approved partners are listed on the NASPO ValuePoint website at:

http://www.transource.com/customers/naspo_2015/default.asp

Information for each Partner shall include the following: contact information for quotes, ordering, invoice, and delivery; scope of responsibilities; and online or e-mail information, when applicable.

7. Terms. The Participating State is agreeing to the terms of the Master Agreement only to the extent the terms are not in conflict with applicable law.

8. Orders. Authorization for the purchase of equipment or services within the scope of this

Contract shall be made only upon issuance of a Purchase Order or order via eProcurement. The Order will indicate the Contract number and the dollar amount of funds authorized. Contractor shall notify Purchasing Entity if Order is not accepted by

Contractor. The Contractor shall be authorized to perform up to the amount on the Order or the accepted quotation document. The Purchasing Entity shall not have any legal obligation to pay for goods or services in excess of the amount indicated on the Order or the accepted quotation document. No further obligation for payment shall exist unless:

1) a change Order is sent by the Purchasing Entity and accepted by the Contractor and/or

2) an additional Order is issued for the purchase of goods and services under this

Contract.

Any Order placed by a Purchasing Entity for a Product and/or Service available from this

Master Agreement shall be deemed to be a sale under the Contract. There is no minimum

Order amount for this Contract. No additional fees shall apply for orders paid with a procurement card. Purchasing Entities will place Orders via eProcurement or send a hard copy Order sent via U.S. mail, fax, or as an attachment in e-mail.

http://www.transource.com/customers/naspo_2015/default.asp

Transource Service Corporation

(hereinafter “Contractor”) And

All valid Orders issued by Purchasing Entities shall include:

1. Participating State Contract number, #505ENT-O16-NASPOCOMPUT-11

2. Provide a Contractor Master Agreement number, #MNWNC-130

3. List the Bill-to name and address

4. List Ship-to name and address. A physical location is required. No Post Office boxes shall be used in the address.

5. Provide an Order number.

6. Description including the quantity. Part number, if known, may be included.

7. A unit prices with extended price for each line or a total dollar amount authorized.

8. A valid inked or electronic signature

9. The Purchasing Entity’s contact information (name, phone number, e-mail)

Contractor will make commercially reasonable efforts to provide Order confirmations to

Purchasing Entity or designee within 24-48 hours of receipt during business weekdays unless an Order is missing pertinent information, or 3 business days for new customers. If an Order will take longer than five (5) days to arrive, the Contractor will communicate to the Purchasing Entity or designee the estimated time of arrival for each line item at the time of Order confirmation.

Purchasing Entity will make a reasonable effort to provide thirty (30) days prior written notice if funds are non-appropriated. Purchasing Entity reserves the right to cancel an

Order, with notice, within 5 business days of receipt of the Order Confirmation if

Contractor indicates it is unable to render the Services or provide the Deliverables required by the Order “Ship to” date to meet the business needs of the State. Contractor shall not charge any restocking fee for unopened hardware that is returned within thirty

(30) days of delivery.

EXHIBIT A – Transource Service Corporation

Participating State Modifications or Additions to Master Agreement.

1. Additional Term Definitions. All terms used and not defined herein shall have the meaning given within the Master Price Agreement and Request for Proposal.

“Confidential Information” means all tangible and intangible information and materials being disclosed in connection with this Participating Addendum, in any form or medium without regard to whether the information is owned by the

Purchasing Entity, Participating State or by a third party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary

Information; (iii) non-public information related to the Purchasing Entity’s or

Participating State’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information expressly designated as confidential in writing by the Purchasing Entity or Participating State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

“Contract” means a binding agreement for the procurement of goods and services under the terms and conditions contained within the Participating Addendum, Master

Agreement, Solicitation and Addendums, Contract Vendor’s response to the

Solicitation, and related Agreements.

“Days” means calendar days unless otherwise specified.

“Deliverables” means all project materials, including Goods, software licenses, data, and documentation created during the rendering of Services hereunder.

“Inspection” means an examination of Deliverables or Services provided under this

Contract in order to determine Specifications were met.

“Order” means the accepted Purchasing Entity standard document for Deliverables and Services, including incorporated documents or references subject to

Contractor’s review and acceptance. An Order may be an eProcurement Order entered online or Purchase Order sent either hard copy, fax, or via e-mail. Such incorporated documents may include a Statement of Work, negotiated license agreement, or an official quotation.

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable:

(a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply: (a) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) the information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the Purchasing Entity or State’s Order, includes a reference to the proper Order number, and is submitted to the proper address for processing.

“Software” means commercial operating off-the-shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.

“State” for this Participating Addendum, means the State of Wisconsin.

“Subcontract” means any contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the to fulfill the requirements and performance obligations of this

Contract.

“Subcontractor” means any entity that enters into a Subcontract with the Contractor for the purpose of fulfilling the requirements and performance obligations of this

Contract. Also referred to as “Reseller” or “Partner.”

“Termination for Convenience” means contract cancellation.

“Third Party” means any party who does not have a direct connection with this

Contract, but who might be affected by it. A Third Party is a supplier of ancillary goods or support for a product or service who is neither the Contractor, Subcontractor, or the Purchasing Entity.

2. Amendments. The terms of this Participating Addendum, excluding the Master

Agreement, shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Participating State and

Contractor.

3. Contract Term. The term of this Participating Addendum will be effective upon the final execution date by the Participating State and co-terminus with the Master

Agreement term unless otherwise cancelled or terminated as set forth in this

Participating Addendum by the Participating State.

4. Vendor Agreement Form. The Contractor must sign the State of Wisconsin Vendor

Agreement, Wisconsin’s Cooperative Purchasing Service form (DOA-3333), to allow entities, as defined on the DOA-3333 form, to purchase through this Participating

Addendum. Contractor is responsible for verifying all sales under this Participating

Addendum are to Purchasing Entities authorized by this Participating Addendum.

5. Quotes.

a. Contractor shall respond to Purchasing Entity quote requests within two (2) business days of receiving the request.

b. Contract shall provide written quotes to Purchasing Entities within 24 hours, excluding requests received on weekends or Participating State holidays.

c. When a quote may take longer due to delays by the manufacturer, Contractor shall provide an estimate for when the quote will be provided. Standard shipping is included. Quotes shall identify any applicable special handling or shipping charges not covered under the Contract. Any shipping costs listed on an invoice that were not identified on the quote will not be paid by the

Purchasing Entity.

6. Pricing.

a. Purchasing Entities will be allowed to negotiate any of the pricing available in the Master Agreement for lower pricing or higher discounts.

b. Purchasing Entities may negotiate a lower rate or higher discount for bulk/volume purchases.

c. Contractor shall offer such lower pricing or higher discount options available to the Purchasing Entity prior to an order being placed. Such discounts shall not require the Purchasing Entity or the Participating State to provide additional documentation to participate in such pricing.

d. Contractor may offer promotions for deeply discounted products based on their inventory and sales. Contract Vendor will be responsible to market such offers and adhere to the terms and conditions regarding advertising and news releases.

7. Refund of Credits. Within sixty (60) Days of the State’s request, the Contractor shall pay to the State any credits resulting from an Order that the State determines cannot be applied to future invoices.

8. Promotional Advertising and News Releases. Reference to or use of the State of

Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited. News releases or release of broadcast e-mails pertaining to this Participating Addendum shall not be made without prior written approval of the State.

9. Replacement Parts. All replacement parts provided under this Participating

Addendum are new including any warranty provided with such new parts. If such parts do not meet this requirement, the Purchasing Entity must approve in writing prior to shipment of such parts for each Order.

10. Usage/Spend Report. The Contractor must submit electronic reports via e-mail on a quarterly basis and one annual summary report on all sales, including service/maintenance, made against this Participating Addendum/Master Agreement to the Participating State Primary Contact or designee.

a. Report format shall follow the excel format in Exhibit B;

b. The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table;

c. The quarterly reports will be filed using the schedule in Section f below. The annual report shall contain all data within the quarterly reports and include an annual sum total with any additional description notes;

d. Such reports shall retain the same format throughout the life of the contract unless mutually agreed upon;

e. The Contractor agrees to provide additional reports if requested by the State of Wisconsin in a format and frequency as mutually agreed upon by both parties; and

f. Period End Report Received By

June 30 July 31

September 30 October 31

December 31 January 31

March 31 April 30

The annual summary report is provided after four (4) full quarters of data is collected from the start of the Participating Addendum.

11. Restrictions.

In addition to the Master Agreement, restrictions for Hardware, Software, Services, and additional products/Services are as follows:

a. Hardware.

Purchasing Entities that have a mandatory contract such as the State

Computer or State Printer contract shall first obtain a written waiver from the mandatory contract prior to using this Participating Addendum to purchase equipment available off that contract; and

Hardware is subject to equipment configuration dollar limits.

b. Software.

Purchasing Entities that have a mandatory contract such as the State

Microcomputer Software contract for Commercial Off-The-Shelf (COTS)

Software shall first obtain a written waiver from the mandatory contract prior to using this Participating Addendum to purchase COTS Software;

Such COTS Software is subject to equipment configuration dollar limits;

and

Software purchases through this Contract must be pre-loaded or provided as an electronic link with the initial purchase, must be related to the procurement of the equipment, and has the following exceptions:

1. Software such as middleware which is not installed on the equipment, but is related to storage and server equipment purchased, is allowed and may be procured after the initial purchase of the equipment.

2. Stand-alone Software purchase, including applications

(“Apps”), is not allowed unless otherwise specified in this section.

c. Value-Added Services.

Acquisition of such Services shall be subject to this Participating

Addendum and the Master Agreement and to other additional terms that may be required by the Purchasing Entity. Services shall be described in a Statement of Work (SOW). Such Statement of Work shall include specific terms detailing the Services such as, but not limited to: the time for performance, the payment amounts, payment contingencies, acceptance provisions, testing or other verification against specifications;

Services are broadly classed as installation, de-installation, maintenance, support, minimal operation training, migration, training, and optimization of products offered or supplied under the Master Agreement. These types of services are directly related technical support service required for the effective operation of a product offered or supplied;

Services must be related to the equipment purchase. Additional professional Services, including general consulting, regardless of length of engagement, are not allowed;

Purchasing Entities that have a mandatory contract for Information

Technology (IT) staffing Services shall first obtain a written waiver from the mandatory contract prior to using this Participating Addendum to purchase any value-added Services that can be purchased from such mandatory contracts;

All travel expenses, if applicable, shall be reimbursed under the same conditions and rates as noted in the current published State of Wisconsin

Pocket Travel Guide published by the Office of State Employment

Relations.

When the Purchasing Entity Order requires a background check prior to providing services, Contractor shall be responsible for meeting any background check requirements. Such background check requirements and the payment of the background checks shall be agreed to in writing between the Purchasing Entity and the Contractor. Purchasing Entity shall have the sole discretion to allow or deny access to any individual providing Contract Services after conducting a background check.

d. Additional Product/Services.

The EPEAT Bronze requirement is not waived, unless otherwise agreed in writing between the Contractor and Purchasing Entity;

Rental equipment is not authorized under this Participating Addendum;

Hardware and software required to solely support wide area network

(WAN) operation and management are not allowed; and

Leasing. Purchasing Entity may finance their purchases through a lease agreement. Financing lease agreements pursuant to this Contract by a

Purchasing Entity requires separate procurement authority as permitted by that Purchasing Entity’s procurement laws and regulations. The competitive process for finance lease agreements was not conducted with this solicitation. As a result, this Contract does not provide procurement authority for such financing lease agreements. Upon procurement authority obtained by the Purchasing Entity, financing lease agreements may be entered into for goods and Services within Contract scope. Any such agreement must be entered into prior to the Contract expiration between the Contractor and the Purchasing Entity. Each Purchasing Entity is responsible for all aspects of the financing lease agreement such as any required competition, negotiations, equipment schedule, and signature on any financial leasing document.

12. Trade-in Program. The Purchasing Entity shall follow all required surplus property disposal procedures and policies. Use of the current or subsequently awarded contract for disposal shall be used when applicable. If required disposal procedures allow and if the Trade-In Program offers savings or disposal not offered elsewhere for the Purchasing Entity, such Program may be utilized. When using the Contractor

Trade-in Program, Contractor and Purchasing Entity shall negotiate the trade-in value.

The Trade-in or Recycle programs are outlined at http://www.transource.com/customers/naspo_2015/tradein/

13. Software License Agreement. The Software License Agreement and/or End User

License Agreement (EULA) terms available under this Participating Addendum were not reviewed at the time of the Participating Addendum signing. Such terms shall be negotiated between the Purchasing Entity and the Contractor. Unless otherwise negotiated between parties, Software is provided subject to the terms and conditions of the license applicable to such Software. Such terms and conditions shall be consistent and complementary with this Contract.

14. Website Ordering. The Participating State may inherit the NASPO Contractor website or require Contractor to provide a hosted or punchout site for use on an e-procurement system. Contractor will work with Wisconsin where needed for http://www.transource.com/customers/naspo_2015/tradein/ implementation. Contract pricing for only the scope of this Participating Addendum will be available on the website.

15. Services performed in United States. Pursuant to s. 16.705(1r), Wis. Stats., Services must performed within the United States. Where Purchasing Entities which are not subject to this Statute, this requirement may be waived.

16. State Tax Exemption. The State is exempt from payment of Wisconsin sales or use tax on all purchases. The Contractor shall be responsible for paying all applicable taxes. In the event taxes are due and tax-exempt status is not provided by the

Purchasing Entity upon request within a reasonable time, the Purchasing Entity shall pay all applicable local sales or use taxes, duties and other imposts, if any, due on account of purchases hereunder. The Purchasing Entity shall provide the tax-exempt status to the Contractor.

17. Delivery.

a. Contractor shall not make partial shipments of any product on a single Order unless prior authorization is obtained by the Purchasing Entity.

b. In those situations in which the “delivery to” address has no receiving dock or agents, the Contractor must be able to deliver to the location specified on the

Order without additional cost.

c. If there is a special case where an inside delivery fee must be charged and is clearly specified on the Purchasing Entity’s Order, the Contractor will notify the Purchasing Entity prior to accepting the Order for the Purchasing Entity to determine if the additional cost will require a change to the Order placed.

d. Exhibit B (Pricing), Section 14 of the Master Agreement is changed to, “Delivery of the ordered product shall be completed within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the

Purchasing Entity.

18. Prompt Payment. The State shall pay the Contractor’s Properly-submitted Invoices within thirty (30) Days of receipt, provided that the Deliverables or Services to be provided to the State have been delivered, rendered, or installed, and accepted as specified in the this Contract or Order document. If the State fails to pay a Properly-submitted Invoice within thirty (30) Days of receipt, it shall pay a late payment penalty as provided in §16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to §16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and will be exempt from the prompt payment requirement for the disputed portion. Contractor may discontinue performance with any Purchasing Entity of Purchasing Entity fails to pay any undisputed sum due.

19. Substitution. Contractor will not substitute equipment, products, or Services specified by the Purchasing Entity in an Order. If equipment, products, or Services cannot be supplied and delivered as specified, Contractor shall promptly inform the

Purchasing Entity in writing and the Purchasing Entity will be offered the choice of terminating the Order, accepting back order status, or consulting with the Contractor sales representative about selecting alternative goods or Services.

20. Product Recalls. In the event Contractor recalls a Contractor branded product, Contractor agrees to use diligent efforts to provide written notice to the Participating

State’s Primary Contact within twenty (20) business days from the date of Contractor’s written public announcement of such recall. Such written notice shall identify the

Contractor branded product being recalled, the reason for the recall (if applicable), and the process for replacing the recalled Contractor branded product. When such recalled equipment or products that are not Contractor branded products, Contractor agrees to notify the Participating State’s Primary Contact within a reasonable time after Contractor’s receipt of the Third Party manufacturer’s written recall notice to

Contractor, if applicable.

21. Rush Orders. Upon request of the Purchasing Entity, Contractor will provide expedited delivery of in-stock equipment in accordance with the Order. Any additional shipping incurred costs above and beyond the already included shipping costs as a result of a rush request shall be quoted and accepted by the Purchasing

Entity prior to shipment.

22. Insurance. Section 17 of the Master Agreement shall include the following: The

Contract Vendor is responsible for payment of Contractor contract premiums and deductibles on all insurance policies.

23. Termination of Participating Addendum.

a. Termination for Convenience; Cancellation. The Cancellation terms and conditions remain as stated in the Master Agreement. Additional terms include:

1. The Participating State reserves the right to cancel this Contract in whole or in part without penalty, if the Contractor:

Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; or

Makes an assignment for the benefit of creditors; or

Fails to maintain the confidentiality of the Purchasing Entity’s or

Participating State’s information that is considered to be Confidential

Information, or

Performs in a manner that threatens the health or safety of a Purchasing

Entity or Participating State employee, citizen, or customer.

2. The State reserves the right to cancel this Contract in whole or in part without penalty, with 30 days’ notice, if the Contractor:

Fails to follow the sales and use tax certification requirements of s. 77.66 of the Wisconsin Statutes; or

Incurs a delinquent Wisconsin tax liability; or

Fails to submit a non-discrimination or affirmative action plan as required herein; or

Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair

Employment Law); or

Contractor has not satisfied a certified or verifiable delinquent payment owed to the State, or to any state or local unit of government; or

Becomes a state or federally debarred contractor.

b. Termination for Cause. The Cancellation terms and conditions remain as stated in the Master Agreement. In addition to the rights reserved in the

Contract, the Participating State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the

Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the

Contract. The Participating State shall provide thirty (30) days’ prior written notice of the termination and the reasons for it to the Contractor, with a thirty

(30) day allowance for Contractor to cure or provide an acceptable plan to cure. Absent Contractor’s cure, the State may terminate the Contract or applicable Order. Upon termination under this Section, all goods, materials, documents, data, and reports prepared by the Contractor with payment tendered to Contractor under the Contract shall become the property of and be delivered to the Purchasing Entity on demand.

24. Nonappropriation of Funds. The Contractor acknowledges that the Purchasing

Entity cannot contract for the payment of funds not yet appropriated. If funding is reduced due to an order by the Legislature or the Governor, or is required by State law, or if federal funding (when applicable) is not provided, the Purchasing Entity may terminate this contract or proportionately reduce the services and purchase obligations from the State upon thirty (30) days written notice. In the case that funds are not appropriated or are reduced, the Purchasing Entity will reimburse Contractor for products delivered or services performed through the date of cancellation or reduction, and the Purchasing Entity will not be liable for any future commitments, penalties, or liquidated damages.

25. State Payment Offsets for Contractor’s Delinquency. The State shall offset payments made to the Contractor under this Contract in an amount necessary to satisfy a certified or verifiable delinquent payment owed to the State, or to any state or local unit of government. The State also reserves the right to cancel this Contract if the delinquency is not satisfied by the offset or other means during the term of the

Contract.

26. Post Contract Obligations. Upon the termination of this Contract for any reason, or upon Contract expiration, each party shall be released from all obligations to the other party arising after the date of termination or expiration, except for those that by their terms survive such termination or expiration.

27. Contractor Compliance and Responsibility for Actions. The Contractor shall at all times comply with and observe all applicable federal, state, and local laws, ordinances, and regulations that are in effect during the term of this Contract that affect the Contractor’s work or obligations hereunder. The Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors.

Neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the State.

28. Governing Law; Venue. This Participating Addendum and its amendments and exhibits thereto, shall be governed by Wisconsin Law. Venue for all legal proceedings arising out of the Participating Addendum, or breach thereof, shall be in the State or federal court with competent jurisdiction in Dane County, Wisconsin. In the event that any provision of this Participating Addendum is contrary to Wisconsin law, such provision shall be null and void. The Contractor shall at all times comply with and observe all applicable federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this Participating Addendum and which in any manner affect the work or its conduct.

29. Nondiscrimination and Affirmative Action. The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, national origin, developmental disability as defined in § 51.01(5), Wis. Stats., or sexual orientation as defined in §111.32(13m), Wis. Stats. This provision shall include, but is not limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;

rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor shall take affirmative action to ensure equal employment opportunities.

Unless exempted by workforce size (50 or fewer employees) or Contract amount

($50,000 or less), the Contractor must submit a written affirmative action plan to the

State.

The Contractor shall post a notice provided by the State, setting forth the provisions of the State's nondiscrimination laws, in its workplace, website or conspicuous places in Order that the Contractor’s employees and applicants for employment are able to read it.

Failure to comply with the conditions of this provision may result in the following consequences:

termination of this Contract as provided in Contract Cancellation herein, designation of the Contractor as "ineligible" for future consideration as a responsible, qualified bidder or proposer for State contracts, or withholding of a payment due under the Contract until the Contractor is in compliance

Instructions for Contractors regarding Affirmative Action Requirements can be found at http://vendornet.state.wi.us/vendornet/contract/contcom.asp.

30. Confidential Information.

a. Disclosures. In connection with the Contractor’s performance hereunder, it may be necessary for the Participating State or Purchasing Entity to disclose to the

Contractor Confidential Information. The Contractor shall not use such information for any purpose other than the limited purposes set forth in this

Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractor shall hold all such information in confidence, and shall not disclose such information to any persons other than its directors, officers, employees, and agents who have a business-related need to have access to such information in furtherance of the limited purposes of this

Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract.

Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of such information while in its possession or control, including transportation, whether physically or electronically.

http://vendornet.state.wi.us/vendornet/contract/contcom.asp

Contractor shall ensure that all indications of confidentiality contained on or included in any item of such information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the State, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain such information of the State, as directed.

The Contractor shall maintain all such information for a period of six (6) years from the date of termination of this Contract, and shall thereafter return or destroy said information as directed by the State.

b. Equitable Relief in Event of Contractor Breach.

The Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the State, which injury will not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the parties specifically agree that the

State, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Contract or under applicable law.

31. Records, Recordkeeping and Record Retention. Pursuant to §19.36 (3) of the

Wisconsin Statutes, all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request.

The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Contract to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. All expenditure records shall be kept in accordance with

Generally Accepted Accounting Procedures (GAAP). All procedures shall be in accordance with federal, State and local laws or ordinances. The Contractor, following final payment and the end of the contract, shall retain all records produced or collected under this Contract for six (6) years. The record retention shall be longer if the particular records are the subject of an audit, needed for a legal action, an open records request has been made.

32. Examination of Records. The State shall at any time during normal business hours, upon reasonable notice, have access to and the right to examine, audit, excerpt, transcribe, and copy, on Contractor's premises, any of the Contractor’s records and computer data storage media involving transactions directly pertinent to this

Contract. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or a computer printout of such if the State so requests. Any charges for copies of books, documents, papers, records, computer data storage media or computer printouts provided by the Contractor shall not exceed the actual cost to the Contractor. This provision shall survive the termination, cancellation, or expiration of this Contract. Contractor shall permit the

Participating State, a Purchasing Entity, or any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe

Contractor’s books, documents, papers and records directly pertinent to this contract, Orders, and related transactions 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. The right shall be longer if the particular records are the subject of an audit, needed for legal action, or an open records request has been made.

33. Warranty. Without a specific request, the Contract Vendor will automatically provide a copy of or a link to the manufacturer’s warranty accompanying Products ordered that are not found on the following link:

http://www.transource.com/support/documents/transource.warranty.support.pdf

In the event a Third Party Product manufacturer fails to honor its standard product warranty, Contractor’s sole responsibility will be to use is commercially reasonable efforts to provide only those services as defined in the Third Party Product manufacturer’s instrument for the Third Party Product at issue during the life of the manufacturer’s original warranty and subject to all terms, conditions and exclusions in that instrument.

34. Title of Product Restrictions. Notwithstanding anything to the contrary, in the event of any conflict or inconsistency between the terms and any software license, the Order of Precedence apply to the extent any terms of the software license are not in conflict with the Purchasing Entity’s applicable governing law.

35. Disclosure. If a state public official (as defined in §19.42 (14) of the Wisconsin

Statutes) or an organization in which a state public official holds at least a 10% interest is or becomes a party to this Agreement, it shall be voidable by the State unless appropriate disclosure is made to the State of Wisconsin Government

Accountability Board, 212 East Washington Avenue, Madison, Wisconsin 53703

(Telephone 608-266-8005).

36. Liens, Claims and Encumbrances. The Contractor warrants and represents that all

Deliverables ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

37. Warranty of Items Offered. Deliverables and Services rendered shall be strictly in accordance with the order placed and may not deviate in any way from the terms, conditions or specifications of this Contract, without the prior written approval of the

Purchasing Entity. Deliverables delivered under this Contract are subject to http://www.transource.com/support/documents/transource.warranty.support.pdf

Inspection and testing upon receipt The Contractor warrants that the Deliverables provided shall conform to the specifications in this Contract, are fit and sufficient for the purpose manufactured, of good material and workmanship, and free from defect.

Deliverables offered must be new and unused and of the latest model or manufacture, unless otherwise specified by the Purchasing Entity. Items shall be equal in quality and performance to the standards indicated herein. Deliverables delivered that do not conform to the Contract terms, conditions, and specifications may be rejected and returned at the Contractor’s expense. The Contractor shall assign to the Purchasing Entity its right to recover under any warranties applicable to the Deliverables offered. All warranties made by the Contractor under this Contract shall survive the expiration or termination of the Contract for the original duration of the term of the warranty. The Purchasing Entity and State is not subject to or barred any limitations of actions regarding warranty.

38. Receipt of Goods. The Purchasing Entity’s receipt of Deliverables upon delivery is for the sole purpose of identification and acceptance of delivery. Such identification shall not be construed as Acceptance of the Deliverables if they do not conform to

Specifications. If there are any apparent defects in the Deliverables at the time of delivery, the Purchasing Entity shall promptly notify the Contractor of its rejection of said Deliverables. Without limiting any other rights, the Purchasing Entity warranty includes, at Contractor’s option, to:

a. Repair or replace any or all of the defective and rejected Deliverables at

Contractor's expense,

b. Refund the price of any or all of the defective and rejected Deliverables, and

c. Accept the return of any or all of the defective and rejected Deliverables.

If rejected, the Goods shall remain the property of the Contractor.

39. Performance. Services rendered under this Contract shall be performed in a timely, professional and diligent manner by qualified and efficient personnel and in conformity with the strictest quality standards mandated or recommended by all generally recognized organizations establishing quality standards for the type of

Services to be rendered hereunder. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its

Subcontractors render Services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all applicable legal requirements, and Purchasing Entity’s work rules to the extent disclosed and agreed to by

Contractor within the Order. Without limiting the foregoing, the Contractor shall control the manner and means of the Services rendered so as to do so in a reasonably safe manner and in compliance with all applicable codes, regulations and requirements imposed or enforced by any government agencies, including all applicable requirements of the Occupational Safety and Health Administration

(OSHA) and all safety codes and procedures mandated or recommended by insurance underwriting organizations and all generally recognized organizations establishing safety standards, including without limitation the National Fire Protection

Association. Notwithstanding the foregoing, any stricter standard provided in plans, specifications or other documents incorporated within an accepted Order under this

Contract shall govern.

40. Acceptance/Acceptance Testing. In addition to the Master Agreement, Section 28, the Contractor shall not require the Purchasing Entity to sign or electronically accept additional terms and conditions for acceptance or acceptance testing except under a custom Statement of Work that has been mutually agreed to by both parties in writing or as otherwise specified and agreed to within the applicable Order. Such additional terms and conditions for acceptance or acceptance testing shall be shall be consistent and complementary with the terms and conditions of the Contract.

41. Installation. If the Contractor is providing installation with the product purchase, Contractor site guidelines required for equipment installation shall be provided the

Purchasing Entity prior to Order. Ideally, such site guidelines will be provided at the time of the written quote. In the event such installation requirements were provided by the Contractor to the Purchasing Entity after an Order was placed, the Purchasing

Entity has the option to cancel or write a change Order without penalty or additional fees.

42. Severability. If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect. The invalid provision shall be replaced by a valid provision that comes closest in intent to the invalid provision.

43. Antitrust Assignment. By entering into this Contract, the Contractor conveys, sells, assigns and transfers to the Purchasing Entity all rights, title and interest in and to all causes of action, claims and demands of whatever…