505ENT-M23-NTWRKSRVCS-01_Redacted.pdf

1 DEFINITIONS

Words and terms shall be given their ordinary and usual meanings. Unless negotiated otherwise by the parties, where capitalized, the following words and terms shall have the meanings indicated.

The meanings shall be applicable to the singular, plural, masculine, feminine and neuter.

means a manifestation of assent by the State to the terms, Services, Deliverables or other items offered by the Contractor under the Contract after Inspection by the State.

association, society or other body in the State of Wisconsin government created or authorized to be created by the State Constitution or any law, which is entitled to expend moneys appropriated by law, including the legislature and the courts, but not including an authority, as defined in Wis. Stat.

s. 16.70(2).

interchangeably.

Includes any State Agency, University of Wisconsin campus, or other state or local public body authorized to use Contracts, as established in §16.70 (1b), (1e), (2), (4) and (8), §16.73 and §66.0301 of the Wisconsin Statutes and PRO-502 of the State Procurement Manual.

means a measurement of the percentage of total time that a service is operational when measured over a specific time.

means any day on which the Contracting Agency is open for business.

means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the Parties and/or their affiliates or by a third party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-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 State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

means the final version of any contractually binding agreement between the State and the Contractor relating to the subject matter of this RFB; references to the Contract include all exhibits, attachments and other documents attached thereto or incorporated therein by reference.

the Agency employee responsible for oversight of the implementation, administration, and completion of the Contract.

the employee of an Agency responsible for 1) resolving contractual matters that cannot be resolved with the Contract Administrator; and 2) facilitating and/or completing all official actions under the Contract including but not limited to amendments, renewals and termination.

personnel (including officers, agents and Subcontractors) provided by the Contractor specifically to render Services under this Contract.

means the Agency entering into this Contract on behalf of the State.

means the entity entering into this Agreement with the State.

means Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts.

means any authorized entity that is utilizing services and/or features from the Contract, including without limitation, the State.

means calendar day unless otherwise specified in this Contract.

means the omission or failure to perform a contractual duty, provide Deliverables, or render Services as contractually required.

means all project materials, including Goods, software licenses, data, and documentation created during the rendering of Services hereunder. Deliverables shall be the property of the State of Wisconsin unless otherwise specified in the Contract; provided, however that nothing in this Agreement will grant ownership or licensing/marketing rights in or pertaining to the intellectual property of AT&T or its suppliers/subcontractors.

means th Technology.

- means a business that has been certified by the Department of Administration under §16.283, Wis. Stats.

means State of Wisconsin Department of Administration.

means the date the Contract has been fully executed by the Contractor and the State.

means the DET managed Enterprise helpdesk and support center.

means the collective network and other IT services provided by DET, as well those entities utilizing such services.

means a collection of standards governed by IEEE 802.3 defining the physical and data link layer MAC (media access control) of wired local area networks.

- is a federal program under the authority of the Federal Communications Commission. The program provides K-12 schools and public libraries with discounts on their transport and internet costs.

Goods means articles of trade or items of merchandise, supplies, raw materials, or finished products, and may also include incidental or related services as the situation may require.

means an examination of Deliverables or Services provided under this Contract to determine their fitness for use.

means specifically identified Contracted Personnel that play a lead and critical role in rendering Services during the Contract term.

means a business that has been certified by the Department of Administration under §16.287, Wis. Stats.

means any Wisconsin 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 (Wis. Stat §16.70(8))

- means locations defined by the Contractor which represent areas that allow direct connectivity to the Co -mile agreements or brokering of other connectivity with 3rd party providers or local exchange carriers.

means the actual date Contractor trouble ticket was opened by either the Contractor or the Customer. If each entity opened a ticket, the earlier date shall apply.

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 account, including a credit or debit card account number, or any security code, access code, or profil image, or any other unique physical representation, and any other information protected by state or federal law.

means, in general, tasks that are done to retain the healthy condition of equipment and prevent failure.

means information, including a formula, pattern, compilation, program, device, method, technique or process to which all 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.

b. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

- is one that is submitted in accordance with mutually agreed upon documentation and is submitted to the proper address for processing.

means an individual component of a Service provided under this Agreement.

means Tariffs, Guidebooks, Service Guides and the AUP.

means all work performed, and labor, actions, recommendations, plans, research, customizations, modifications, documentation, and maintenance and support provided by the Contractor necessary to fulfill that which the Contractor is obligated to accomplish under this Contract, as more fully described in the Statement of Work defined below.

means an agreement between the provider and customer setting expectations, obligations, and remedies related to service performance, availability, and quality.

means the Department of Administration, State Bureau of Procurement means the legally binding document that captures and defines project-specific activities, deliverables and timelines for a Contractor providing the Services to the state.

means the State of Wisconsin.

means any written contract between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or service requested for the performance of the Contract.

means a party to a Subcontract. For example, an entity that subcontracts with the Contractor to provide bandwidth and network access to the State or other services required under the Contract.

means the entity that is responding to this RFB, may be used interchangeably with Contractor.

2 APPLICABLE LAW

This Contract shall be governed under the laws of the State of Wisconsin. Venue for any action brought under this Contract shall lie in Madison, Dane County, Wisconsin, in Circuit Court of Dane County or in the Federal District Court for the Western District of Wisconsin, as appropriate.

3 TERM

The Contract period shall be an initial term of three (3) years from the effective date with a unilateral right of the State to renew for up to two (2) years, upon the same terms and condition or as mutually agreed upon by both parties, upon forty-five (45) days advance written notice, unless terminated as provided herein.

3.1 Order Term Limitations

All Order Terms for the State of Wisconsin shall be limited to no more than twelve-month periods, unless otherwise requested by the State and approved in writing by the Division of

Contract Manager, or delegated representatives of each. Such limitation of Order Term length shall not apply to Authorized Users who do not fall within the IT and Procurement Authority granted to the Department of Administration by statute.

Should the length of any Order Term, regardless of Initial or Renewal, extend beyond the procurement authority granted as a result of the RFB which resulted in this Contract, the State may terminate the Services without penalty by written notice provided no less than thirty (30) days in advance of the desired Termination date. Such notice shall clearly desired Termination date, and replacement contract vehicle if applicable.

4 TERMINATION FOR CAUSE

The State may terminate the Contract for cause if it provides the Contractor with written notice of and the Contractor fails to cure the failure within thirty (30) days of receipt of the notice.

failure to perform under the terms of the Contract and its right to such failure, and the State fails to cure the failure within one-hundred and twenty (120) days of receipt of the notice provided however payments under this contract will remain due in accordance with Section 38.

5 TERMINATION FOR CONVENIENCE

The State may terminate this Contract at any time, without cause, by providing a written notice to the Contractor at least ninety (90) Days in advance of the intended date of termination.

Contractor may terminate this Contract at any time, without cause, by providing a written notice to the other party at least one-hundred and eighty (180) Days in advance of the intended date of termination.

In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for any completed or partially completed Services rendered or Deliverables provided under the Contract prior to the effective date of termination. Compensation for partially completed

Services shall be no more than the percentage of completion of the Services requested, as provided up to the requested date of termination. Alternatively, at the sole discretion of the State, the Contractor may be compensated for the actual Service hours provided. The State shall be entitled to a refund for Deliverables or Services paid for but not received or rendered, such refund to be paid within two billing cycles of written notice to the Contractor requesting the refund.

6 CONTRACT CANCELLATION

The State reserves the right to cancel this Contract in whole or in part without penalty, after a reasonable right to cure has been provided, and without additional notice, if the Contractor:

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

Makes an assignment for the benefit of creditors Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contract

Confidential Information, or Performs in a manner that threatens the health or safety of a State employee, ci tizen, or customer.

The State reserves the right to cancel this Contract in whole or in part without penalty, with 30 longer time as agreed to by the parties, if the Contractor:

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

Incurs a delinquent Wisconsin tax liability resulting in the vendor being certified as not in compliance by the Wisconsin Department of Revenue (DOR) and listed as ineligible on its Certification for Collection of Sales and Use Tax Vendor Directory.

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

Fails to follow the non-discrimination or affirmative action requirements of subch. II, Becomes a state or federally debarred contractor.

7 TRANSITION SERVICES

Upon cancellation, termination, or expiration of this Contract for any reason, the Contractor shall provide such reasonable cooperation, assistance, and Services, and shall assist the State in the migration of the State's production operations to the State's control or to the control of an alternative contractor upon written notice to the Contractor at least thirty (30) Business Days prior to termination or cancellation, and subject to the terms and conditions set forth herein. With proper procurement authority, this Contract may be extended by the number of days that trai ning or continued Services are necessary to be performed in order to complete the transition but may be limited to a period of twelve (12) months. Contractor will not proactively discontinue and will use reasonable efforts to comply with Service Levels, but it will not be obligated to pay or issue service level or performance credits. The Contractor's Services required to complete the transition after the notice set forth herein shall be within this Contract's scope and shall not be the subject of any change order. This Section shall survive the termination, expiration or cancellation of the Contract.

8 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, cancellation, or expiration, except for those that expressly provide for survival beyond termination, expiration or cancellation or which by their terms survive the same.

9 COMPLIANCE AND RESPONSIBILITY OF THE PARTIES FOR ACTIONS

The Parties 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 Contract and which in any manner affect the

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.

10 REMEDY FOR DELAYED OR DEFECTIVE SERVICES

If the Contractor fails to remedy within thirty (30) days from the date of written notice from the its Contract obligations for reasons under its control and not attributable to causes listed in Section

(i) permit the State to terminate the affected Services without penalty and (ii) reimburse the State including administrative costs of competitive bidding, mailing, advertising, applicable fees, charges or pe event shall Contractor be liable for Administrative Costs under this Section 10 in excess of $25,000.00. In In addition to the forgoing remedy , If the Contractor fails to cure a problem within thirty (30) days of receipt of the Notice, the State, may procure similar Services with comparable functionality and price points from other sources in the open market as necessary, and the Contractor shall be responsible for additional cost subject to the limitation below. This remedy of procuring Services from other sources shall be capped at three times the monthly recurring charge for the affected Service. Any claims for reimbursement from the State shall be documented in writing with reasonable detail evidencing the basis for such charge.

11 NON-APPROPRIATION OF FUNDS

By executing the Agreement, the State warrants that the State has funds appropriated and available to pay all amounts due hereunder through the end of the State current fiscal period. The State further agrees to request all appropriations and funding necessary to pay for the Services for each subsequent fiscal period through the end of the Agreement Term. In the event the State is unable to obtain the necessary appropriations or funding for the Services provided under this Agreement, the State may terminate the Services without liability for the termination charges upon the following conditions: (i) the State has taken all actions necessary to obtain adequate are otherwise unavailable to pay for the Services; and (iii) the State has negotiated in good faith with AT&T to develop revised terms, and an alternative payment schedule or a new agreement to notice of its intent to terminate the Services. Termination of the Services for failure to obtain necessary appropriations or funding shall be effective as of the last day for which funds were appropriated or otherwise made available. If the State terminates the Services under this Agreement, the State agrees as follows: (i) it will pay all amounts due for Services incurred through date of termination, and reimburse all unrecovered non-recurring charges; and (ii) it will not contract with any other provider for the same or substantially similar services or equipment for a period equal to the original Agreement Term.

Contractor agrees to provide the levels of insurance coverage as indicated below. Contractor shall provide all required certificate documentation within fifteen (15) days of contract signature, and not less than ten (10) days before the insurance expiration date every year thereafter.

The Contractor shall maintain the following required insurance coverage:

12.1 Worker's Compensation Insurance, as required under Chapter 102 of the Wisconsin Statutes, for all th performed under this Contract.

12.2 Commercial General Liability, based on ISO Form CG 00 01 or equivalent, bodily injury and property damage insurance against claim(s) that may occur in carrying out the terms of this Contract, with a coverage limit amount of two million dollars ($2,000,000) general aggregate including products and completed operations; and a coverage limit per occurrence of one million dollars ($1,000,000)

12.3 Business Automobile Insurance for all owned, non-owned and hired vehicles that are used in carrying out the terms of this Contract, with a coverage limit of one million dollars ($1,000,000) per accident combined single limit for automobile liability and property damage.

12.4 Cyber Liability under a Professional Liability Insurance policy: Contractor shall maintain Cyber Insurance covering claims resulting from wrongful acts committed in the performance of, or failure to perform, all services under the agreement, including claims, demand and other payments related to electronic security, breaches of confidentiality and invasion of or breaches of privacy.

This coverage is to include Internet Media Liability including cloud computing and mobile devices, for protection of private or confidential information whether electronic or non-electronic, network security and privacy; privacy against liability for system attacks, digital asset loss, denial or loss of service, introduction, implantation or spread of malicious software code, security breach, unauthorized access and use; including regulatory action expenses; and notification and credit monitoring expenses with at least the minimum limits listed below.

Each Occurrence $1,000,000 Network Security/Privacy Liability $1,000,000 Breach Response/Notification Sublimit Minimum limit 50% of policy aggregate Technology Professional E&O $1,000,000

For claims-made policies the Retroactive Date must precede the date of the contract or th e beginning of contract work; insurance must be maintained and evidence of insurance must be provided for at least two (2) years after completion of the contract of work; if coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase work.

12.5 Umbrella/Excess Liability: The State requires Umbrella/Excess Liability Insurance in an amount of three million dollars ($3,000,000.00) per occurrence and in the aggregate, which must apply, at a minimum, to the required Commercial General Liability above.

Contractor may use any combination of primary and excess insurance to meet the total limits required.

12.6 Certificate of Insurance showing up-to-date coverage, shall be on file in the Contracting Agency before the Contract may commence. (If applicable)

12.7 Subcontractor Insurance Coverage: Except where the State has approved in writing a Contractor subcontract with other insurance provisions, Contractor shall require all its Subcontractors under this Contract to purchase and maintain the insurance coverage as described in this section for the Contractor in connection with the performance of work by those Subcontractors. Alternatively, Contractor may include any Subcontractors under comply with the insurance coverage required in this section. Failure of Subcontractor(s) to

The State reserves the right to require higher or lower insurance limits, where warranted.

13 NONDISCRIMINATION AND AFFIRMATIVE ACTION

In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or tran sfer;

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 further agrees to take affirmative action to ensure equal employment opportunities.

13.1. Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees.

Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

13.2. The Contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

13.3. Failure to comply with the conditions of this clause may result in the Contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

13.4. Pursuant to s. 16.75(10p), Wis. Stats., Contractor agrees it is not, and will not for the duration of the Contract, engage in a prohibited boycott of the State of Israel as defined in s.

20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

13.5. Pursuant to 2019 Wisconsin Executive Order 1, Contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

As required by law, the State shall offset payments made to the Contractor under this Contract in an amount necessary to satisfy a certified or variable delinquent payment owed to the State, or to any state or local unit of government. The State also reserves the right to cancel t his Contract as provided in Section 6, Contract Cancellation, if the delinquency is not satisfied by the offset or other means during the term of the Contract.

14 CONTRACTOR INDEMNIFICATION

Contractor shall hold the State harmless and shall defend and indemnify the State, its Agencies, officers and employees against any and all claims, suits, actions, liabilities of third parties as well as reasonably injury or damage to property proximately caused by the negligence or willful misconduct of the Contractor, its agents, officers, employees or Subcontractors in connection w provision of Services under this Contract. The Contractor shall not be liable under this Section 14 (Contractor Indemnification) for damages caused by Services or Goods that are not furnished by Contractor or its Subcontractors under this Contract.

15 CONFIDENTIAL INFORMATION

15.1. Disclosures

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.

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 three (3) years from the date of termination of this Contract and shall thereafter return or destroy said information as directed by the State.

15.2. Indemnification; Equitable Relief.

Indemnification: In the event of a breach of this Section 15 by Contractor, Contractor shall indemnify, defend and hold harmless the State of Wisconsin and any of its officers, employees, or agents from any claims arising from the acts or omissions of the Contractor, and its Subcontractors, employees and agents including, but not limited to, disallowances or penalties from federal oversight agencies, and any court costs, expenses, and reasonable attorney fees, incurred by the State in the enforcement of this Section and, with respect to Personally Identifiable Information, the costs of monitoring the credit of all persons whose Personally Identifiable Information was disclosed.

Equitable Relief: 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.

15.3. Compliance Reviews

1.

by making available prepared materials including documentation concerning audits conducted by independent third parties of its security practices against various standards, such as SSAE18/ISAE3402, ISO/IEC27001, ISO9001, and Payment Card Industry (PCI) Data Security Standard (DSS), to the extent applicable.

2. If the prepared 12-own security audit of certain Contractor facilities or services. The Parties shall agree in writing on the scope timeframe, location (if an audit is to be conducted), and other terms and conditions before work to satisfy the inquiry is commenced.

3. If the State intends to use a third party to conduct an audit or tests, the third party will be required to enter into an appropriate non-disclosure agreement with Contractor prior to commencing the audit or testing. Audits and tests may not be conducted by third parties who who have previously misused or misappropria following additional terms apply to the conduct of audits. Audits will be performed according to Contractor Security requirements a during normal Contractor business hours in effect for the identified location.

(a) Information. Contractor will not make any disclosure which would result in the disclosure of information about other Contractor customers or services or information deemed proprietary to Contractor.

(b) There may be a limit on the number of auditors allowed on-site.

(c) No copies may be taken of any documents (whether electronic or in hard copy) provided during the course of the audit and no document may be removed from any area where documents are available for inspection.

(d) Physical security audits and on-site reviews of Contractor operational facilities and locations will be subject to policies maintained by Contractor Asset Protection and Contractor Corporate Real Estate or their successor organizations.

4. If the State is subject to regulation and audit by governmental or other regulatory authorities as requested by the State to fac facilitating the examination, and subject to the restrictions and conditions similar to those described above.

5. If the State identifies a security issue during a discussion, response, audit or test, which the State reasonably identifies as causing an unacceptable level of threat to the State, Contractor will work cooperatively with the State to determine if another service with a different type or level of security might be more suitable for the State, or if there are commercially reasonable changes that Contractor might make without altering the cost, functionality or general characteristics of the Services in question.

16 NON-EXCLUSIVE REMEDIES

Except for remedies designated herein as exclusive, no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one (1) or more remedies by either party shall not constitute a waiver of the right to pursue other a vailable remedies.

17 INTELLECTUAL PROPERTY INFRINGEMENT AND LABOR STANDARDS

(a). The Contractor represents, to the best of its knowledge, that any items provided to the State hereunder were manufactured or produced in accordance with applicable state and fed eral labor laws.. The Contractor shall at its own expense, indemnify, defend and hold the State harmless from any claims brought against the State by third parties for any alleged patent, copyright or other intellectual property right infringement due to the sale or use of such items, provided that the:

Contractor is promptly notified of such suit, and is given all related documents. The Contractor shall

17, shall not apply where the claimed infringement arises out of or results from (i) the content of the State, any Customer or any third party, under the control of the State or a Customer,(ii) modifications or combinations of the Services or Goods with Services or Goods not provided or or ( iv) use of a Service or Goods in violation of this Contract.

b). Whenever Contractor is liable under this Section 17, Contractor may, at its option, either procure for the State the right to continue using the Service or Good or may replace or modify the Service or Good so that it is non-infringing.

18 SECURITY OF PREMISES, EQUIPMENT, DATA AND PERSONNEL

During the performance of Services under this Contract, the Contractor may have access to the personnel, premises, equipment, and other property, including data files, information, or materials rve the safety, security, and the integrity of the personnel, premises, equipment, data and other property of the State, in accordance with the instruction of the State which shall be provided to Contractor before commencement of any work under this Agreement. The Contractor shall be responsible for damage to the State's equipment, workplace, and its contents, or for the loss of data, when such damage or loss is caused by the Contractor, Contracted Personnel, or Subcontractors gross negligence or willful misconduct, and shall reimburse the State accordingly upon demand. This remedy shall be in addition to any other remedies available to the State by law or in equity and shall be subject to the limitations of liability set forth in Section 17 above.

19 RENDERING OF SERVICES

The Contractor shall render Services with all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to the standards set forth in the Agreement. The State may inspect, observe, and examine the performance of the Services rendered on the State's premises. The State may inspect, observe, and examine the performance of

Services, , shall be limited to once during a rolling 12-month period, Subject to the requirements of Section 15 ut the certain Contractor facilities or services. The Parties shall agree in writing on the scope of the costs for responding to the inquiry, timeframe, location (if an audit is to be conducted), and other terms and conditions before work to satisfy the inquiry is commenced.

If the State notifies the Contractor that any part of the Services rendered are not in compliance with or in any way differ from the Contract requirements for any reason other than as a result of the default or negligence, the Contractor shall re-schedule and perform the work correctly within such reasonable time as agreed to by the Parties. This remedy shall be in addition to any other remedies available to the State by law or in equity.

20 CONTRACTOR PERSONNEL

20.1. Identification

If requested by the State, the Contractor shall provide a list of the names of all person is to take in the performance of the Contract.

The State reserves the right to refuse to admit to the State's premises any person employed or contracted by the Contractor whose admission, in the sole opinion of the State, would pose a safety or security risk.

20.2. Right to Approve Changes of Contracted Personnel

The State shall have the absolute right to approve or disapprove a proposed change of Key or Contracted Personnel. The State shall not unreasonably withhold this approval.

20.3. Contracted Personnel Removal

The State may direct the Contractor to remove or reassign Key or Contracted Personnel at the State's discretion. The State shall provide notice of such action in writing, and Contractor shall be allowed within thirty (30) Business Days to find resolution.

20.4. Identification of Contracted Personnel

The Contractor shall ensure each Contracted Personnel has a means of identifying themselves as agents, Subcontractors, or employees of the Contractor assigned to perform Services under the Contract and furnish the State with security credentials, if requested.

20.5. Background or Criminal History Investigation

Contractor Personnel who are dispatched to State or TEACH customer locations may be required to submit to a background check and sign a non-disclosure form if requested to do so, per user or location specific access policies.

AT&T will follow the guidelines of the State in regard to the requirements of the background checks and will administer them on behalf of the State. However, if certain facilities, such as a secure juvenile facility require that the facility administers the background check the AT&T employee can agree to submit to the background test or not gain access to such facility.

21 SHIPPING

Except as otherwise specified herein, Deliverables shall be shipped, F.O.B. Destination, and the State shall accept legal title of Deliverables at the point of delivery. Freight charges shall not be paid by the State, but rather shall be prepaid by the Contractor. Unless otherwise specified, the Contractor shall determine the mode of freight and shall accept responsibility for payment of freight charges and processing of freight claims.

22 GUARANTEED DELIVERY

Failure of the contractor to adhere to delivery schedules as specified or to promptly replace rejected materials shall render the contractor liable for all costs in excess of the contract price when alternate procurement is necessary.

23 RISK OF LOSS

The Contractor shall bear all risks of loss, injury or destruction of the Deliverables ordered herein that occur prior to delivery. Such loss, injury or destruction shall not release the Contractor from any obligation hereunder.

24 IDENTIFICATION

Packing lists shall be enclosed in each box or package shipped pursuant to an order, indicating the contents therein. Standard commercial packaging, packing and shipping containers shall be used. If requested by the State, all shipping containers shall be legibly marked or labeled on the outside with agreed upon documentation, product description, and quantity, or as otherwise directed by the State.

25 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.

26 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 State. Deliverables delivered under this Contract are subject to Inspection and testing upon receipt.

Deliverables offered must be new and unused unless otherwise specified by the State. 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 warranties applicable to the Deliverables offered. [Descriptions used herein are specified solely for the purpose of indicating standards of quality, performance, and/or use desired.

27 RECEIPT OF GOODS

The State's receipt of Deliverables upon delivery is for the sole purpose of identification. Such identification shall not be construed as Acceptance of the Deliverables if they do not conform to contractual requirements. If there are any apparent defects in the Deliverables at the time of delivery, the State shall promptly notify the Contractor of its rejection of said Deliverables. Without limiting any other rights, the State, at its option, may require the Contractor to:

Repair or replace any or all of the defective and rejected Deliverables at Contractor's expense, Refund the price of any or all of the defective and rejected Deliverables, and Accept the return of any or all of the defective and rejected Deliverables.

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

28 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 legal requirements and State or Agency work rules.

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 as part of this Contract shall govern.

29 ROLLING ESTOPPEL

The State assumes the obligation for the resources as indicated in the Statement of Work or similar document. The State will be conclusively deemed to have fulfilled its obligations, unless it receives a deficiency report from the Contractor by the fifteenth (15th) day of the month following the month of the alleged deficiencies and the of its obligations in that report. Deficiencies must be described in terms of how they have affected the specific performance requirement of the Contractor.

The Contractor is estopped from claiming that a situation has arisen that might otherwise justify changes in the project timetable, the standards of performance under the Agreement or the contract price, if the Contractor knew of that problem and failed to include it in the applicabl e report.

suggested solutions to the situation(s). These suggestions should be in sufficient detail so that the problem and continuing the project in an unimpeded fashion.

If the problem is one that allows the Contractor (within the terms of the Agreement) to ask for changes in the project timetable, the standards of performance, the project price or all of these elements, the report should comply with the change order procedures.

30 SAFETY REQUIREMENTS

All materials, equipment, and supplies provided to the State of Wisconsin must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

31 SPECIFICATIONS

Upon any notice of noncompliance provided by the State, Contractor shall supply proof of compliance with the specifications. Contractor shall provide written notice of its intent to deliver alternate or substitute Services or Deliverables. Alternate or substitute Services or Deliverables may be accepted or rejected in the sole discretion of the State; and any such alternates or substitutes shall be accompanied by Contractor's certification and evidence satisfactory to the State that the function, characteristics, performance and endurance shall be equal or superior to the original Services or Deliverables specified.

32 INDEPENDENT CONTRACTOR

The Contractor shall act as an independent contractor in rendering any and all Services under this Contract and, except as otherwise outlined herein, shall maintain comple te control over its employees, Contracted Personnel, and Subcontractors, if any.

33 COOPERATION WITH OTHER CONTRACTORS

In the event that the State enters into a contract with another contractor for additional Services, the Contractor will cooperate with such other contractor, shall not interfere with the rendering of Services by any other contractor or by the State. Contractor Personnel shall cooperate with State personnel, hardware manufacture representatives, system software suppliers, and communications systems suppliers in the provision of Services to the State. Contractor shall not be liable for any problems caused by force majeure, delays due to any fault of the State, and/or any contractor or subcontractor employed by the State, or network delays, or for problems resulting from causes beyond the reasonable control of Contractor.

34 STATE EMPLOYEES

The Contractor may not contract with or employ a current state employee, or an individual retained as a full-time contractor by the State during the term of this Contract, to provide services related to the administration or otherwise directly related to the scope of service provided under this Agreement . Notwithstanding the foregoing, the Contractor shall not be prohibited from hiring state employees or contractors who respond to general solicitations issued by the Contractor for employment opportunities unrelated to this Agreement.

35 ANTITRUST ASSIGNMENT

By entering into this Contract, the Contractor conveys, sells, assigns and transfers to the State all rights, title and interest in and to all causes of action, claims and demands of whatever nature it may now have or hereafter acquire under the antitrust laws of the United States and the State, relating specifically to that proportionate amount of the particular Deliverables or Services purchased or acquired by the State under this Contract.

36 REFUND OF CREDITS

issue to the State any credits resulting from an order that the State determines cannot be applied to future invoices.

37 OWNERSHIP RIGHTS

Customer shall own the copies of any reports produced and furnished to Customer by Contractor in

Reports perpetual, non-exclusive, personal and non-transferable right to reproduce and modify the Reports ic distribution to the extent permissible by law or resale to third parties and revenue generation purposes.

Contractor grants to Customer the non-exclusive, personal, and non-transferable right to use any items (other than Reports) produced and furnished to Customer by Contractor in providing the Services, solely for Customer's own business purposes during the Term of this Agreement, or for such other purposes as may be mutually agreed in writing by the Parties.

43 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. 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, shall retain all records produced or collected under this Contract for six (6) years.

44 COMPLIANCE WITH PUBLIC RECORD LAWS

Contractor understand 15), State must disclose to the public upon request any records it receives from Contractor. Contractor further understands that any records obtained or generated by Contractor under this Contract, except for records that are confidential under this Contract, may, under certain circumstances, be open to the public upon request under the Wisconsin public records law. Contractor agrees to contact State promptly upon receiving a request for information under the public records law and

45 EXAMINATION OF INVOICE RECORDS

and the requirements of Section 15.3 above, and not more than once every twelve (12) months, the State shall at its own expense and 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 Co records and computer data storage media involving Customer invoices 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 .

The State may employ such assistance, as it deems desirable to conduct such reviews, but may not employ the assistance of any entity that derives a substantial portion of its revenues from the provision of services that are substantially similar to the Services provided hereunder or any person who has previously made prohibited use of Contractor's Confidential Information. The State shall cause any person retained for this purpose to execute a non-disclosure agreement.

46 BREACH NOT WAIVER

A failure to exercise any right, or a delay in exercising any right, power or remedy hereunder on the part of either party shall not operate as a waiver thereof. Any express waiver shall be in writing and shall not affect any event or Default other than the event or Default specified in such waiver. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The making of any payment to the Contractor under this Contract shall not constitute a waiver of Default, evidence of proper Contractor performance, or Acceptance of any defective item or work furnished by the Contractor.

47 ASSIGNMENT OF CONTRACT

The Contractor shall provide prior written notice to the State before assigning this Contract to…