505ENT-M23-NTWRKSRVCS-03_CenturyLink-Lumen_fully executed.pdf

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CONTRACT FOR WIDE AREA NETWORK (WAN) & INTERNET SERVICES

(Contract #505ENT-M23-NTWRKSRVCS-03)

BETWEEN

THE STATE OF WISCONSIN,

DEPARTMENT OF ADMINISTRATION (Agency)

AND

CENTURYLINK COMMUNICATIONS, LLC DBA LUMEN TECHNOLOGIES GROUP (Contractor)

This Contract is entered into by the State of Wisconsin as represented by its Department of Administration, (“State”) and CenturyLink Communications, LLC DBA Lumen Technologies Group (“Contractor” or “Lumen”) (together, the “Parties”).

This Contract and the following documents (defined below) incorporated by reference into the Contract constitute the entire agreement of the Parties and supersedes all prior communications, representations, or agreements between the Parties, whether oral or written regarding the subject matter of the Contract. This Contract may not be modified or amended except by mutual agreement of both Parties in writing. Any conflict or inconsistency will be resolved by giving precedence in the following descending order, with the General Terms and Conditions having precedence over Exhibits:

a. The terms of this document, referred to as the General Terms and Conditions document, including all exhibits and attachments.

b. The terms of RFB #28376-PM, including any amendments thereto and exceptions identified within Contractor’s Bid and accepted by the State in writing.

c. The terms of Contractor’s Bid.

As between the Lumen Service Attachments and the Lumen Service Level Agreements in Exhibit 3, the Lumen Service Attachments have precedence.

The State of Wisconsin’s requirements are provided in its Request for Bid (“RFB”) #28376-PM including any amendments thereto, and Contractor’s response, as, accepted by the State.

Additional terms and conditions may require Customer and Authorized User acceptance as part of an order or SOW for other in-scope but optional services (“Value Added Services”).

The following documents, including all subparts thereof, are attached to this Contract and are made a part of this Contract for all purposes:

Exhibit 1 – Lumen Service Attachments and E-Rate Addendum Exhibit 2 – Pricing Schedule Exhibit 3 – Lumen Service Level Agreements

SIGNATURES ON FOLLOWING PAGE

DocuSign Envelope ID: 7C020E1D-971B-411D-8BDF-747AFE44B149

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IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed this Contract with full knowledge of and agreement with the terms and conditions of this Contract.

State of Wisconsin Contractor

Signature: ________________________________ Signature: ________________________________

By: Department of Administration By: CenturyLink Communications, LLC DBA

Lumen Technologies Group

Name: ___________________________________ Name: _____________________________________

Title: _____________________________________ Title: ______________________________________

Date: _____________________________________ Date: ______________________________________

Steve Arneson (Feb 17, 2023 11:47 CST) Steve Arneson

Feb 17, 2023

Steve Arneson

Manager - Offer Management

DocuSign Envelope ID: 7C020E1D-971B-411D-8BDF-747AFE44B149

Deputy Secretary

Chris Patton

2/22/2023 | 10:52 AM CST

https://centurylink.na1.adobesign.com/verifier?tx=CBJCHBCAABAAuuv-QeNLMyN2KRsQooV8Ju6ZgD_hzCUb

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1 DEFINITIONS

Words and terms shall be given their ordinary and usual meanings. Unless negotiated otherwise by the parties or described in the applicable exhibit, 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.

“Acceptance” 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.

“Agency” or “State Agency” means an office, department, agency, institution of higher education, 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).

“Agreement” shall have the same meaning as “Contract” and the terms shall be used interchangeably.

“Authorized Users” 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.

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

“Confidential Information,” as it relates to the State, 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 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 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 State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

“Confidential Information,” as it relates to the Contractor, means the contractor materials, non-public or Proprietary Information about Contractor that is marked or otherwise specifically identified as confidential or that by its contents and the underlying circumstances, a reasonable person would consider proprietary or confidential, and any other information and materials provided by Contractor in connection with the Contract, including but not limited to the Contract and any Service Orders, to the extent permissible by law. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) is rightfully in the other party’s possession at the time of disclosure without an obligation of confidentiality; (ii) is or becomes available to the public through no breach of this Contract;

(iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is lawfully obtained from a third party without restriction and without breach of this Contract.

“Contractor Account Manager” means Contractor’s employee with full authority, on the Contractor’s behalf, to oversee all matters and compliance as it pertains to the Contract.

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“Contract Administrator” The Department of Administration, Division of Enterprise Technology’s employee responsible for oversight of the day-to-day implementation, administration, and completion of the Contract.

“Contract Manager” 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.

“Contract Term” means the fixed period of time, including optional renewal periods, in which an awarded Contract is in effect.

“Contract User” Term used throughout to refer to the collective combination of Agencies, Municipalities, and all other Authorized Users eligible to participate on the Contract, including all of their respective End Users

“Contracted Personnel” means a Contractor’s employees or other personnel (including officers, agents and Subcontractors) provided by the Contractor specifically to render Services under this Contract.

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

“Contractor” means the entity entering into this Agreement with the State.

“Contractor Materials” means all materials except for Reports, including, but not limited to, any Contractor Equipment (including related firmware), Software, data and information provided by Contractor, any identifiers or passwords used to access the Service or otherwise provided by Contractor, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by Contractor to provide the Service.

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

“Customer” means any authorized entity that is utilizing services and/or features from the Contract.

“Day” means calendar day unless otherwise specified in this Contract.

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

“Deliverables” 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.

“DET” means the State of Wisconsin Department of Administration’s, Division of Enterprise Technology.

“Disabled Veteran-Owned Business (DVB)” means a business that has been certified by the Department of Administration under §16.283, Wis. Stats.

“DOA” means State of Wisconsin Department of Administration.

“Effective Date” means the date the Contract has been fully executed by the Contractor and the State.

“Enterprise Service Desk (ESD)” means the DET managed Enterprise helpdesk and support center.

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

“Ethernet” 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.

“E-Rate” 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.

“Gbps” means gigabits per second.

“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.

“IEEE 802.3” means working group and a collection of Institute of Electrical and Electronics Engineers (IEEE) standards produced by the working group defining the physical layer and data link layer's media access control (MAC) of wired Ethernet.

“IEEE” means Institute of Electrical and Electronics Engineers.

“IETF” means Internet Engineering Task Force

“Initial Order Term” means the time period starting on the Billing Start Date and continuing for the period of time specified in the Service Order(s). If no Initial Order Term is specified in a Service Order, the Initial Order Term is twelve (12) months from the Billing Start Date.

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

“Latency” means the maximum delay measured for a portion of successfully delivered packets one-way over a time interval.

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

“Mbps” means megabits per second.

“Mean Time to Respond” means the average time required for the Contractor to begin troubleshooting a reported trouble.

“Mean Time to Restore” means the average time required to restore service to an operational condition.

“Minority Owned Business Enterprise (MBE)” means a business that has been certified by the Department of Administration under §16.287, Wis. Stats.

“Municipality” 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))

“On-Network Service Area” means locations defined by the Contractor which represent areas that allow direct connectivity to the Contractor’s network, without requiring last-mile agreements or brokering of other connectivity with 3rd party providers or local exchange carriers.

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“Outage Date” 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.

“Packet Loss” means the difference between the number of packets transmitted and the total number of packers received.

“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.

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

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all the following apply: (i) 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; (ii) 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 State’s Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

“Purchase Order” means the State’s standard document of a purchase of Deliverables and Services.

“Renewal Order Term” shall have the meaning ascribed to it in Section 4.2.

“RFB” means the Request for Bid which subsequently led to award of this Contract.

“SBOP” means the Department of Administration, State Bureau of Procurement

“Services” or “Service” means all actions, recommendations, plans, research, customizations, modifications, documentation, maintenance, and support provided by the Contractor necessary to fulfill that which the Contractor is obligated to accomplish under the Contract.

“Service Level Agreement (SLA)” means an agreement between the provider and customer setting expectations, obligations, and remedies related to service performance, availability, and quality.

“Specification” a descriptive statement of the physical, functional and performance characteristics of the Commodity or Service required by the State of Wisconsin. A Specification may be a description of the physical or functional characteristics, or of the nature of a supply. It may include a description of any requirement for inspecting, testing, or preparing a supply item for delivery, or the necessary performance criteria. When used throughout this RFB, this term is used interchangeably with the term "requirement"

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“Standard State Business Hours” are 7:45 a.m. to 4:30 p.m. CT. Monday through Friday, excluding State Holidays

“State Holidays” January 1, Martin Luther King Jr. Birthday, Memorial Day, July 4, Labor Day, Thanksgiving Day, December 24, December 25, and December 31.

“State” means the State of Wisconsin.

“Statement of Work” (“SOW”) means the legally binding document that captures and defines project-specific activities, deliverables and timelines for a Contractor providing services to the state.

“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 making or furnishing of any material or service requested for the performance of the Contract.

“Subcontractor” 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.

“Telecommunications Service Priority (TSP)” is a Federal Communications Commission (FCC) program, managed by CISA, which mandates that service providers prioritize voice and data circuits provisioning and restoration requests made by organizations with national security and emergency preparedness missions.

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

2 AUTHORIZED USERS

Authorized Users may purchase Services from Contractor under this Contract.

3 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.

4 TERM

4.1 Contract Term

The Contract period shall be an initial term of three (3) years from the effective date and can be renewed for up to two (2) years upon both parties’ mutual agreement, unless terminated as provided herein.

4.2 Order Term

Upon expiration of the Initial Order Term, the applicable Service Order shall automatically renew for successive one-month terms (each a “Renewal Order Term”, collectively with the Initial Order Term, the “Order Term”), unless either Contractor or Customer elects to not renew the Service Order by notice provided to the other at least thirty (30) days in advance of the expiration of the then-current Order Term.

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4.3 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 Enterprise Technology’s IT Investment Section Chief and State Bureau of Procurement 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 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 indicate the State’s lack of authority to continue procuring the aforementioned Services, desired Termination date, and replacement contract vehicle if applicable.

5 TERMINATION FOR CAUSE

The State may terminate the Contract for cause, and without penalty, if it provides the Contractor with written notice of the Contractor’s failure to perform under the terms of the Contract and its right to cure such failure, and the Contractor fails to cure the failure within thirty (30) days of receipt of the notice.

The Contractor may terminate this Contract after providing the State written notice of the State’s 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.

6 TERMINATION FOR CONVENIENCE

The State may terminate this Contract at any time, without cause, by providing a written notice to the other party 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. Compensation for partially completed Services shall be no more than the percentage of completion of the Services requested, as determined by the State in its sole discretion, multiplied by the corresponding payment for completion of such Services as set forth in the Contract. 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 30 Days of written notice to the Contractor requesting the refund.

7 CONTRACT CANCELLATION

The State reserves the right to cancel this Contract in whole or in part without penalty, and without prior notice, if the Contractor:

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

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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.

Fails to maintain the confidentiality of the State’s information that is considered to be

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

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;

Incurs a delinquent Wisconsin tax liability.

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, Chapter

111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law); or Becomes a state or federally debarred contractor.

The State also reserves the right to cancel the Contract in whole or in part without penalty if the Wisconsin Legislature fails to appropriate funds necessary to complete this Contract, as set forth in Section 13 (Non-Appropriation) of this Terms and Conditions document.

8 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. This Contract shall automatically be extended by the number of days that training or continued Services are necessary to be performed in order to complete the transition. 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.

9 RIGHT OF TERMINATION FOR INSTALLATION DELAY

Unless otherwise set forth in a service attachment, in lieu of installation service level credits, if lumen’s installation of service is delayed by more than 30 business days beyond the customer commit date, customer may terminate the affected service without liability upon written notice to lumen, provided such written notice is delivered prior to lumen delivering a connection notice for the affected service.

this section will not apply where lumen is constructing facilities to a new location not previously served by lumen.

10 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

R500902 Page 10 of 62 expiration, except for those that expressly provide for survival beyond termination, expiration or cancellation or which by their terms survive the same.

11 CONTRACTOR COMPLIANCE AND RESPONSIBILITY FOR ACTIONS

The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations, applicable to the provision of Services, which are in effect during the period of this contract and which in any manner affect the work or its conduct.

The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

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.

12 DELAY AND REMEDY

If the Contractor fails to remedy within thirty (30) days from the date of written notice from the State describing in reasonable detail any delay or other problem in Contractor’s performance of its Contract obligations for reasons under its control and not attributable to causes listed in Section 65 “Force Majeure or otherwise directly attributable to the State (the “Notice”), Contractor shall (i) permit the State to terminate the affected and any corresponding Services without penalty and (ii) reimburse the State for proven costs incurred as a direct consequence of the Contractor’s delay, action, or inaction, including administrative costs of competitive bidding, mailing, advertising, applicable fees, charges or penalties, and staff time (the foregoing collectively referred to as “Administrative Costs”). In no event shall Contractor be liable for Administrative Costs under this Section 12 in excess of $25,000.00. In addition to the forgoing remedy, If the Contractor fails to cure a problem within thirty (30) days of receipt of the Notice, the Authorized User, 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, in addition to any other legal remedies available to the Authorized User. Any claims for reimbursement from the Authorized User shall be documented in writing with reasonable detail evidencing the basis for such charge.

13 NON-APPROPRIATION

Customer intends to satisfy its obligations under this Agreement for its entire Term. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations; (c) Customer agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is

R500902 Page 11 of 62 appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by Lumen), Customer may terminate this Agreement without incurring any termination charges by giving Lumen not less than 30 days’ prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due through the date of termination.

14 CONTRACTOR’S INSURANCE RESPONSIBILITY

Contractor agrees to provide the minimum 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 twenty (20) days before the insurance expiration date every year thereafter.

The Contractor shall maintain the following insurance coverage:

14.1 Worker's Compensation Insurance, as required under Chapter 102 of the Wisconsin Statutes, for all the Contractor’s employees and Contracted Personnel engaged in the work performed under this Contract.

14.2 Commercial General Liability, bodily injury and property damage insurance against any claim(s) that may occur in carrying out the terms of this Contract, with a minimum coverage amount of two million dollars ($2,000,000) general aggregate including products and completed operations; and a minimum coverage per occurrence of one million dollars ($1,000,000).

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

14.4 Information Security/Cyber Liability: 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, without limitation, claims, demand and any other payments related to electronic or physical 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 the 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

R500902 Page 12 of 62 date, the Contractor must purchase “extended reporting” coverage for a minimum of two (2) years after completion of contract work.

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

14.6 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 Contractor’s insurance on the coverage required in this section. Subcontractor(s) shall fully comply with the insurance coverage required in this section.

Failure of Subcontractor(s) to comply with insurance requirements does not limit Contractor’s liability or responsibility.

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

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

15.1. 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.

15.2. 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.

15.3. 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.

15.4. 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.

15.5. 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

R500902 Page 13 of 62 because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

16 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 as provided in Section 7 (“Contract Cancellation”), if the delinquency is not satisfied by the offset or other means during the term of the Contract.

17 CONTRACTOR INDEMNIFICATION AND DAMAGES LIMITATIONS

17.1 Contractor Indemnification

Contractor shall defend and indemnify the State, its Agencies, officers and employees against any and all third-party claims, suits, actions, liabilities and costs of any kind, including attorney's fees, for personal injury, damage to real property, or breach of Section 18 confidentiality obligations, including with respect to disclosure of Personally Identifiable Information and related cost of credit monitoring, to the extent, arising from the gross negligence, willful misconduct, or fraudulent acts of the Contractor, its agents, officers, employees or Subcontractors.

17.2 Damages Limitations

Except as specified hereunder, neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Order. Unless otherwise described in the Lumen Contract, in no event shall damages exceed the total of 12-months’ charges under the Agreement.

18 CONFIDENTIAL INFORMATION

18.1 Disclosures

In connection with the Contractor’s performance hereunder, it may be necessary for the State 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.

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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.

The State is responsible for complying with all laws and regulations in connection with its use of the Services, including, but not limited to: (a) all privacy and data protection laws and regulations, including those applicable to personally identifiable information, State traffic, or other sensitive information collected, stored, accessed, processed, or transmitted by the State or its end users and those relating to the encryption of data.

18.2 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.

19 INTELLECTUAL PROPERTY INFRINGEMENT AND LABOR STANDARDS

The Contractor guarantees that any items provided to the State hereunder were manufactured or produced in accordance with applicable state and federal labor laws, and that the sale or use of said items shall not infringe any United States patent, copyright, or other intellectual property rights of others. The Contractor shall, at its own expense, indemnify and defend the State from any claims brought against the State by third parties on or after the Effective Date for patent, copyright or other intellectual property right infringement due to the sale or use of such items, provided that the Contractor is promptly notified, in writing, of such suit, and is given all related documents. The foregoing will not apply to any claim based on: (i) the combination of Services with other products, services or functionality, (ii) Contractor’s design or modification of a Service in accordance with the State’s specific written instructions, specifications or requirements; (iii) use or operation by or on behalf of the State of a Service other than in accordance with this Agreement or other written documentation provided by Contractor; (iv) content, data, or other information provided by or on behalf of the State (“State Content”). The Contractor shall pay all costs, damages, and profits recoverable by a third party in any such infringement lawsuit. This section shall survive the termination, cancellation or expiration of the Contract.

20 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

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(collectively referred to as “data”) belonging to the State or other Authorized Users. The Contractor shall preserve 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 and the policies identified in Exhibit 3 State of Wisconsin IT Security Policy Handbook. 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, 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.

21 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 State’s satisfaction; the State’s decision in that regard shall be final and conclusive. The State may inspect, observe, and examine the performance of the Services rendered on the State's premises at any time. The State may inspect, observe, and examine the performance of Contractor’s Services at reasonable times, without notice, at any other premises.

If the State notifies the Contractor that any part of the Services rendered are inadequate or in any way differ from the Contract requirements for any reason other than as a result of the State’s Default or negligence, the Contractor shall at its own expense re-schedule and perform the work correctly within such reasonable time as the State specifies. This remedy shall be in addition to any other remedies available to the State by law or in equity.

22 CONTRACTOR PERSONNEL

22.1 Identification

If requested by the State, in writing, the Contractor shall provide a list of the names and addresses of all Contractor’s employees who require admission to the State’s premises in connection with the rendering of Services, specifying each such person’s connection to the Contractor, the role the person is to take in the performance of the Contract, and other particulars as the State may require.

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.

22.2 Right to Approve Changes of Contracted Personnel

Subject to Section 588 (“Contract Dispute Resolution”), the State shall have the absolute right to approve or disapprove a proposed change of Key or Contracted Personnel, whose performance, in the State’s sole opinion, is negatively affecting the State’s use of this Contract and/or relationship between the State and Contractor. The Contractor shall provide to the State, upon written request, a resume of the proposed substitute and an opportunity to interview that person prior to giving its approval or disapproval. The State shall not unreasonably withhold its approval.

22.3 Contracted Personnel Removal

Subject to Section 58 (“Contract Dispute Resolution”), the State may direct the Contractor to remove or reassign Key or Contracted Personnel, whose performance, in the State’s discretion, is negatively

R500902 Page 16 of 62 affecting the State’s use of this Contract and/or relationship between the State and Contractor however, the State’s right to do so does not implicate the State as a party to any of the Contractor’s obligations in the Contract. The State may request, in writing, that a Contracted Personnel be replaced within ten (10) Business Days from such removal.

22.4 Identification of Contracted Personnel

The Contractor shall furnish each Contracted Personnel with 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 on these Contracted Personnel, at the State’s request..

22.5 Criminal History Investigation

Prior to the commencement of any Services under this Contract, the State may request in writing a criminal history investigation of Contracted Personnel, and Subcontractor’s employees, who will be providing Services to the State under the Contract. If any of the stated personnel providing Services to the State under this Contract is not acceptable to the State in its sole opinion because of the results of the criminal history investigation, the State may request immediate replacement of the subject of the criminal history investigation.

23 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.

24 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. Excess costs shall include the administrative costs.

25 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.

26 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 State Purchase Order number, product description, and quantity, or as otherwise directed by the State.

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27 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.

28 WARRANTY OF ITEMS OFFERED

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

The Contractor warrants that the Deliverables provided shall conform to the specifications in this Contract. 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. [Descriptions used herein are specified solely for the purpose of indicating standards of quality, performance, and/or use desired.]

29 DISCLAIMER OF WARRANTY

CONTRACTOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE ATTACHMENT, CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE. IF CONTRACTOR INTEGRATES ANY RECORDS PROVIDED TO CONTRACTOR BY ANY OTHER DATA PROVIDER, FOR INCLUSION IN THE CUSTOMER’S 9-1-1

DATA, CONTRACTOR MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO LIABILITY

REGARDING THE ACCURACY OF THE DATA PROVIDED BY ANY OTHER DATA PROVIDER. IN ADDITION TO

ANY OTHER DISCLAIMERS OF WARRANTY STATED IN THE AGREEMENT, CONTRACTOR MAKES NO

WARRANTY, GUARANTEE, OR REPRESENTATION, EXPRESS OR IMPLIED, THAT ALL SECURITY THREATS AND VULNERABILITIES WILL BE DETECTED OR THAT THE PERFORMANCE OF THE SERVICES WILL RENDER CUSTOMER’S SYSTEMS INVULNERABLE TO SECURITY BREACHES, OR THAT THE SERVICES WILL BE

PROVIDED ERROR-FREE.

30 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.