ATT_505ENT-M22-WIRELESSPH-02_Redacted.pdf

STATE OF WISCONSIN - 505ENT-M22-WIRELESSPH-02

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 of the words and terms.

“Acceptance” means a manifestation of assent by the State to the terms, Services, Goods 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).

“Authorized User” means 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

“Basic Smartphone Equipment Package” means Bidder-maintained, low-cost Smartphone equipment package as specified in RFB #28370-PM (Section 3.1.4.1).

“Basic Mobile Broadband Equipment Package” means Bidder-maintained, low-cost Data Only equipment package as specified in RFB #28370-PM (Section 3.1.5.1).

“Business Day” means any day on which the Contracting Agency is open for business.

“Confidential Information” 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.

“Contract Administrator” means 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” means the individual in the State Bureau of Procurement (SBOP) responsible for managing this RFB and subsequent contractual issues.

“Contract User” is the 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

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

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

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

“Default” means the omission or failure to perform a contractual duty or provide Goods or ices as contractually required, as described in Section 4 of the Contract.

“Goods” means devices and accessories sold to the State under the Contract.

“Inspection” means an examination of Goods provided under this Contract in order to determine their fitness for use

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account;

(d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

a. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

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

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the 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 Goods or Services.

“Services” means all work performed, 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.

“State” means the State of Wisconsin.

“Subcontract” means an agreement, written or oral, between the Contractor and any other party to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means an entity that enters into a Subcontract, with the Contractor for the purpose of delivering Goods or rendering Services to the State.

“Work Center” means a charitable organization or nonprofit institution which is licensed under

s. 104.07 and incorporated in this State or a unit of county government which is operated for the purpose of carrying out a program of rehabilitation for severely handicapped individuals and for providing the individuals with remunerative employment or other occupational rehabilitating activity of an educational or therapeutic nature, and which is engaged in the production of materials, supplies or equipment or the performance of contractual services in connection with which not less than 75% of the total hours of direct labor are performed by severely handicapped individuals.

2. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Wisconsin. Venue for any action brought under this Contract shall lie in Madison, Dane County, Wisconsin.

3. TERM. The initial term of this Contract shall be for three (3) year(s) from the effective date. This Contract is eligible for two (2) mutually agreed upon one (1)-year renewals, unless terminated as provided herein. The Contract shall be effective on the date it is executed by the Department of Administration, with expiration of the initial term aligned to the State’s fiscal year, resulting in the initial term expiring after June 30th, 2025.

4. TERMINATION FOR CAUSE. The State may terminate this Contract if Contractor fails to cure a material breach of this Contract within thirty (30) days of receipt of written notice of such breach from the State.

The Contractor may terminate this Contract after providing the State with one-hundred and twenty

(120) Days written notice of the State’s right to cure a failure of the State to perform under the terms of this Contract.

5. 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 thirty (30) 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 twenty (120) 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 Goods (“devices) 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 Goods or Services paid for but not received or implemented, such refund to be paid within 30 Days of written notice to the Contractor requesting the refund.

6. CONTRACT CANCELLATION:

(a) 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

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.

(b) The State reserves the right to cancel this Contract in whole or in part without penalty, with 30 days’ notice, provided the Contractor does not cure within the notice period, 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, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law); or

Becomes a state or federally debarred contractor.

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

8. CONTRACTOR COMPLIANCE AND RESPONSIBILITY FOR ACTIONS. The Contractor shall at all times comply with and observe all federal, state, and local laws, ordinances, and regulations that are in effect during the term of this Contract that may affect the Contractor’s work or obligations hereunder.

The Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors. Neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the State.

9. DELAY AND REMEDY. In case of Contractor's failure to deliver Goods or Services in accordance with this Contract, which is not cured upon at least thirty (30) days prior written notice to the Contractor, the State, upon written notice to the Contractor, may procure such Goods or Services with comparable functionality from other sources as necessary, at the prevailing market rate and the Contractor shall be responsible for the additional cost, including the cost of re-procurement, upon presentation to Contractor of documentation evidencing such costs.

This remedy shall be in addition to any other legal remedies available to the State

10. NON-APPROPRIATION. The State reserves the right to cancel this Contract in whole or in part without penalty if the Legislature fails to appropriate funds necessary to complete the Contract. If the State terminates the Services under this Contract under this Section 9, 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 Contract Term.

11. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:

Worker's compensation insurance, as required under Chapter 102 of the Wisconsin Statutes, for all of the Contractor’s employees and Contracted Personnel engaged in the work performed under this Contract;

Commercial general liability per ISO form CG 00 01 or equivalent, for bodily injury and property damage insurance against any claim(s) that may occur in carrying out the terms of this Contract, with a one million dollars ($1,000,000) liability limit per occurrence and in the aggregate, for bodily injury and property damage including products liability and completed operations; and

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

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

The State reserves the right to require higher or lower insurance limits where warranted; once per Term with a 60-days advanced written notice to Contractor.

12. 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.

12.1. 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.

12.2. 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.

12.3. 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.

12.4. 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.

12.5. 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.

13. 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 any state or local unit of government. The State also reserves the right to cancel this 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 documented costs, including attorney's fees, (collectively, “Damages”) for personal injury or damage to property proximately caused by the negligence or willful misconduct of the Contractor, its agents, officers, employees or Subcontractors in connection with the 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.

16. CONFIDENTIAL INFORMATION.

(a) Disclosures

In connection with the performance of work hereunder, it may be necessary for the State to disclose to the Contractor Confidential Information. The Contractor shall not use such Confidential 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 Confidential Information in confidence and shall not disclose such Confidential Information to any persons other than its directors, officers, employees, and agents who have a business-related need to have access to such Confidential 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 Confidential 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 Confidential information while in its possession or control including transportation, whether physically or electronically. If Contractor becomes aware of a data security breach, it shall notify the State as soon as practicable and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, if any.

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

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

(b) Equitable Relief; Indemnification in Event of Contractor Breach

Indemnification: In the event of a breach of this Section 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. 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 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, defend and hold the State harmless from any claims brought against the State 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 pay all costs, damages, that a court finally awards, e in any such infringement lawsuit. Contractor shall have no obligations to indemnify and hold the State harmless if the claimed infringement arises out of or results from: (a) the State’s content;(b)modifications to any Services or Goods by the State, any Contract Users or any third party, under the control of the State or a Contract User, or combinations of the Services or Goods with Services or Goods not provided or authorized by Contractor;(c) Contractor’s adherence to requirements of the State or a Contract User: or (d) use of a Service or Goods in violation of this Contract.

(b). Whenever Contractor is liable under this Section XX, 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.

16. SHIPPING. Except as otherwise specified herein, Goods shall be shipped, F.O.B. Destination, and the State shall accept legal title of Goods 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.

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

18. IDENTIFICATION. All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting an order hereunder shall contain the applicable State Purchase Order number. Packing lists shall be enclosed in each and every 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.

19. LIENS, CLAIMS AND ENCUMBRANCES. The Contractor warrants and represents that all Goods ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

20. WARRANTY OF ITEMS OFFERED. Goods delivered 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. Goods, materials, or supplies delivered under this Contract are subject to Inspection and testing upon receipt.

The Contractor warrants that the Goods provided shall conform to the specifications in this Contract, are fit and sufficient for the purpose manufactured, of good material and workmanship, and free from defect. Goods offered must be new and unused and of the latest model or manufacture, unless otherwise specified by the State. Items shall be equal in quality and performance to the standards indicated herein. Goods delivered that do not conform to the Contract terms, conditions, and specifications may be rejected and returned at the Contractor’s expense. The Contractor shall assign to the State its right to recover under any warranties applicable to the Goods offered Descriptions used herein are specified solely for the purpose of indicating standards of quality, performance, and/or use desired.

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

21.1. Repair or replace any or all of the defective and rejected Goods at Contractor's expense,

21.2. Refund the price of any or all of the defective and rejected Goods, and

21.3. Accept the return of any or all of the defective and rejected Goods.

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

22. INDEPENDENT CONTRACTOR. The Contractor shall act as an independent contractor in providing any and all Goods and Services under this Contract and, except as otherwise outlined herein, shall maintain complete control over its employees, Contracted Personnel, and Subcontractors, if any.

23. STATE EMPLOYEES. The Contractor may not contract with or employ a State employee or an individual retained as a full-time contractor by the State during the term of this Contract.

24. 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 Goods or Services purchased or acquired by the State under this Contract.

25. REFUND OF CREDITS. Within sixty (60) Days of the State’s request, the Contractor shall pay to the State any credits resulting from an order that the State determines cannot be applied to future invoices.

26. OWNERSHIP RIGHTS. Unless an ownership interest is granted or reserved in this Contract, a State Purchase Order issued under this Contract shall allow the State unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to the State as part of the performance of the Contract.

27. PROMPT PAYMENT. The State shall pay the Contractor Properly-submitted Invoices within thirty

(30) Days of invoice receipt, provided that the Goods or Services to be provided to the State have been delivered, rendered, or installed, and accepted as specified in the solicitation document or this Contract.

If the State fails to pay a Properly-submitted Invoice within thirty (30) Days of receipt, it shall pay a late payment penalty as provided in §16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to § 16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and will be exempt from the prompt payment requirement for the disputed portion.

28. STATE TAX EXEMPTION. The State is exempt from payment of Wisconsin sales or use tax on all purchases. AT&T acknowledges that in certain instances Contract Users may be tax-exempt. AT&T will accord the proper tax-exempt status to each Contract Users that properly establishes such status. Notwithstanding this tax-exempt status, each Contract User must pay any Taxes, regulatory fees and surcharges not covered by its tax-exempt status

29. PROMOTIONAL ADVERTISING AND NEWS RELEASES. Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited. News releases or release of broadcast e-mails pertaining to this Contract shall not be made without prior written approval of the State.

30. NOTICE AND CHANGE OF CONTACT INFORMATION. Any notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery, in the case of electronic mail.

In the event the Contractor moves or updates contact information, the Contractor shall inform the State of such changes in writing as soon as practicable. . The State shall not be held responsible for payments on Purchase Orders delayed due to the Contractor’s failure to provide such notice.

31. RECORDS, RECORDKEEPING AND RECORD RETENTION. Pursuant to §19.36 (3) of the Wisconsin Statutes, all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request. The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Contract. 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.

32. EXAMINATION OF RECORDS. Subject to Contractor’s security requirements, the State once every twelve (12) months during normal business hours, upon reasonable notice, have access to and the right to examine, audit, excerpt, transcribe, on Contractor's premises, any of the Contractor’s records and computer data storage media involving amounts billed under 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.

33. 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.

34. ASSIGNMENT OF CONTRACT. The Contractor shall provide prior written notice to the State before assigning this Contract to another party. The State reserves the right to withhold approval of any such assignment, which consent shall not be unreasonably withheld or delayed. The terms and conditions of this Contract as well as any rights obligations and liabilities associated with such shall survive any and all assignments, mergers, or acquisitions by a third party until cancelled in writing by both parties.

35. SEVERABILITY. If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect.

The invalid provision shall be replaced by a valid provision that comes closest in intent to the invalid provision.

36. CONTRACT DISPUTE RESOLUTION. In the event of any dispute or disagreement between the parties under this Contract, whether with respect to the interpretation of any provision of this Contract, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority with responsibility for this Contract and the equivalent executive authority within the Contracting Agency, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the Due to the size or matter at issue does not appear likely.

37. NO GUARANTEE OF QUANTITY. The State may obtain related Goods and Services from other sources during the term of this Contract. The State makes no express or implied warranties whatsoever that any particular quantity or dollar amount of Goods or Services will be procured through this Contract.

38. TERMINATION OF PURCHASE ORDER. The State may terminate a specific Purchase Order issued under this Contract if it determines that the Contractor is unable to deliver the Goods required in a timely manner, in order to meet the business needs of the State.

39. FORCE MAJEURE. Neither party shall be in default by reason of any failure in performance of this Contract in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

40. TIME IS OF THE ESSENCE. Timely provision of the Goods or Services required under this Contract shall be of the essence of the Contract, including the provision of the Goods or Services within the time agreed or on a date specified.

41. NO AGENCY RELATIONSHIP. The Contractor shall not take any action, or make any omission, that may imply, or cause others reasonably to infer that the Contractor is acting as the State’s agent in any matter or in any way not expressly authorized by this Contract.

42. DISCLOSURE. If a state public official (as defined in §19.42 (14) of the Wisconsin Statutes) or an organization in which a state public official holds at least a 10% interest is or becomes a party to this Agreement, it shall be voidable by the State unless appropriate disclosure is made to the State of Wisconsin Government Accountability Board, 212 East Washington Avenue, Madison, Wisconsin 53703 (Telephone 608-266-8005).

43. OTHER DOCUMENTS. The parties to this Contract understand and agree that standard forms or templates may be used for various purposes, including but not limited to, purchase orders, invoices, quotes, ‘Website Terms and/or Conditions’ or ‘click to accept’ agreement(s), some of which may contain boilerplate or standard terms and conditions (“Other Documents”). However, any use of Other Documents are not a part of this Contract and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Contract. The Parties acknowledge and agree that Exhibit B and C which are incorporated into this Contract do not constitute Other Documents.

EXHIBIT A

SPECIAL TERMS AND CONDITIONS OF REQUEST FOR BID #28370-PM

44. ORDER REQUIREMENTS & ORDER ACCEPTANCE.

44.1. Contractor shall accept orders (new, add, change, or disconnect) and equipment (purchase and repair) from authorized Contract User personnel via emails, telephone calls, and/or a vendor provided web-based portal.

44.2. Contractor shall, throughout the life of the contract, make good-faith efforts to implement portal or ordering process improvements, based on feedback from the State, to maximize efficiency and limit the length of time invested by Contract Users when placing such orders.

44.3. Should Contractor implement significant changes to the ordering process or modifications to web-based portals, Contractor shall offer additional training to Contract User’s staff who are responsible for utilizing such toolsets.

45. ORDER PRICING. Contractor’s equipment pricing at the time of order shall be computed on the Contractual pricing in effect on the day an order is placed. Price changes shall not affect orders placed prior to the effective date of such changes.

46. ORDER DELAYS. Contractor shall notify Contract User within two (2) business days or as soon as practicable following receipt of an order if delivery will be delayed due to a documented back-order.

Contract User retains the option to mutually agree to the estimated delivery date of the back-ordered product or cancel the order. For order delays related to either the Basic Smartphone Equipment Package or the Basic Mobile Broadband Equipment Package, Contractor shall offer a cost-neutral and technologically equivalent or better alternative, as defined within the mandatory technical requirements of RFB #28370-PM (Sections 3.1.4.1 & 3.1.5.1), which will meet the obligations defined within this contract (44. Delivery Requirements).

47. DELIVERY REQUIREMENTS. Delivery requirements are as follows: Equipment shall be received by the Contract Users and orders fulfilled within five (5) business days following placement of an order.

The Contract Users shall determine the delivery location of orders. Contractor shall contact the Contract User within two (2) business days or as soon as practicable following receipt of an order to verify pricing and ship to location.

48. DUPLICATES AND OVER SHIPMENTS. Upon notification by the Contract User of a duplicate or over shipment, goods shall be removed at the Contractor's expense. If such goods are not removed within ten (10) business days of receipt of written notification from the Contract User, the Contract User shall dispose of them at its discretion and will not be held liable for the cost.

49. RETURN POLICY

49.1. DEFECTIVE PRODUCTS. As determined by the Contract User, may be returned within thirty (30) days of receipt by the Contract User. There shall be no charge, including restocking fees and shipping, to the Contract User. Contract User retains the option to request that the defective products be replaced or cancel the order. Amount credited or refunded, if necessary, to the Contract User shall be equal to the price of the defective product(s).

49.2. ALL OTHER PRODUCTS. May be returned within fifteen (15) days of date of receipt or as soon as practicable. There shall be no charge, including restocking fees and shipping, to the Contract User. Amount credited or refunded to the Contract User shall be equal to the price of the product(s).

50. NEW AND DISCONTINUED ITEMS

50.1. Wireless Equipment purchased from or provided by the Contractor shall remain compatible with the Contractor’s network protocol for the life of the Contract. Should Contractor’s network protocol change during the Contract term to the extent that the Wireless Equipment is no longer operable or supported by the Contractor, Contractor shall either bear the cost of replacing all Wireless Equipment with technologically equivalent Wireless Equipment or provide an alternate solution that is cost-neutral to the State.

50.2. Contractor shall have sole responsibility for notifying Contract Users in advance of Wireless Equipment becoming manufacturer discontinued, and when such Wireless Equipment is no longer available for purchase, Contractor shall offer alternate but technologically equivalent Wireless Equipment that is cost-neutral to the State.

51. BACKGROUND CHECKS. Contractor Personnel who are dispatched to Contract User’s location may to be required to submit to a background check and sign a non-disclosure form if requested to do so per Contract User’s 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 correctional facility require that the facility administers the background check the AT&T employee can agree or not gain access.

52. REPORTING

52.1. ENTERPRISE REPORT FREQUENCY AND REQUIRED DATA. On a monthly basis, Contractor shall provide a single detailed electronic report in Microsoft Excel of all expenditures incurred under the Contract from the previous month, a single detailed plan offering matrix, and a single detailed equipment offering matrix to the State’s Contract Manager and Administrator. Such equipment offering matrix shall properly reflect the devices which may be unavailable due to shipping delays or inventory shortages as well as alternative equipment as noted under RFB #28370-PM sections (3.1.4 & 3.1.5). Monthly reports shall be submitted no later than fifteen (15) calendar days after the end of each month, the reporting period starts on the date the Contract is published on VendorNet. The required format of monthly reports shall be subject to the approval of the State’s Contract Manager and Administrator.

Agency monthly report, at minimum, must include the following separated data:

Agency Username (e.g., DOA, UW-Madison, etc.)

Account Billing Address Wireless telephone number or other identifier to indicate an active line or device Plan Name (e.g., State WI Voice, Smartphone Unlimited, Mobile Broadband, M2M, etc.)

Total number of minutes used per line Text Messaging Enabled (Yes/No) Total number of text messages used per line Total amount of data consumed per line

Monthly plan and additional feature charges per wireless telephone number Regulatory and supplemental fees per account or wireless telephone number Sub-total sum of all costs by Agency Any additional charges that are allowed according to the language of the Contract Grand total spent against the Contract by Agencies during the reporting period

Agency monthly report, at minimum, must include the following separated data:

Grand total spent against the Contract by all Authorized Users during the reporting period

52.2. AD-HOC ENTERPRISE REPORTS. Upon request by the State’s Contract Administrator or Contract Manager Contractor shall provide all call detail for any State Agency wireless telephone number.

52.3. AGENCY REPORTS. On a monthly basis, Contractor shall provide a single detailed electronic report in Microsoft Excel of all expenditures incurred under the Contract by that Agency from the previous month, a single detailed plan offering matrix, and a single detailed equipment offering matrix to the Agency’s designated representative. Such equipment offering matrix shall properly reflect the devices which may be unavailable due to shipping delays or inventory shortages as well as alternative equipment as noted under sections (3.1.3, 3.1.4, and 3.1.5).

Monthly reports shall be submitted no later than fifteen (15) calendar days after the end of each month, the reporting period starts on the date the Contract is published on VendorNet.

The Agency monthly report, at minimum, must include total Agency expenditures incurred during the reporting period and the following separated data for each active line or device:

Account Number Wireless telephone number Line Status (Enabled/Disabled) Mobile Equipment Identifier (MEID) or International Mobile Equipment Identifier (IMEI) Subscriber Identity Module (SIM ID) or Integrated Circuit Card ID (ICCID) Device Type/Model Eligible to be upgraded (Yes/No) End Username (e.g., John Smith, Sally Smith, Driver 1, etc.) *

* By purchasing under the Contract, Authorized Users consent to the disclosure by the Contractor to the State of Authorized User account information for purposes of meeting reporting requirements, contract management, and determination of any administrative fees owed.

Plan name (e.g., State WI Voice, Smartphone Gold, Mobile Broadband Silver, etc.)

Total number of voice minutes used per line Voice minute overages (if any, in number of minutes exceeded or overage cost) Texting enabled (Yes/No) Total number of text messages used per line Text Message overages (if any) Data enabled (Yes/No) Tethering enabled (Yes/No) Total amount of data consumed per line (GB) If applicable, monthly data allotment amount Data overages (if any, in MB/GB and/or overage costs) Monthly plan charge per line

Additional features charges per line Regulatory and supplemental fees either per account or per line Equipment charges incurred per line Any additional charges that are allowed according to the language of the Contract Total charges per line during the reporting period

52.4. AD-HOC AGENCY REPORTS. Upon request of the Agency’s designated representative, Contractor shall provide all call detail for any of the Agency’s wireless telephone numbers.

52.5. CONTRACT USER REPORTS. All other Contract User report requirements, beyond those defined within Enterprise and Agency Reports sections (54.1 – 54.4), shall be negotiated directly between the Contractor and Contract User’s designated representative.

52.6. ANNUAL REVENUE REPORTING. On an annual basis, aligned with the State’s fiscal year (July 1st through June 30th), Contractor must provide a single detailed electronic report in Microsoft Excel of ALL expenditures incurred under the Contract for the prior State fiscal year to the State’s Contract Manager and Administrator, no later than thirty-one (31) days from the end of the fiscal year (July 31st). Formatting of reports shall be determined by the State’s Contract Manager and must include the following minimum and separate data points:

Total revenue generated from the prior fiscal year Total individual Agency spend from the prior fiscal year (e.g., DOA, UW-Madison, etc.)

Total number of minutes used from the prior fiscal year Total number of text messages used from the prior fiscal year Total amount of data used from the prior fiscal year Current total individual Agency device or line counts with corresponding plan names Total Municipality or other non-Agency Authorized User spend.

Such annual reports shall include ALL expenditures incurred under this Contract by any Contract User who utilizes these Terms and Conditions as a Cooperative Contract.

52.7. ADDITIONAL REPORTS. The State reserves the right to request additional reports from the Contractor at no additional cost. Where requested, Contractor shall use commercially reasonable efforts to provide such reports in a reasonable timeframe, but no later than thirty

(30) calendar days from the date the request was submitted.

53. CONTRACT AUDIT REQUIREMENTS. Due to the nature of the commodities being procured, the State does not intent to permit Contract Audits.

54. FRATERNIZATION/AGENCY WORK RULES. All Contractors and their subcontractors (if applicable) working on-site are subject to departmental rules. A copy of these rules may be obtained by written request to the Procuring Agency's Procurement Manager identified in this RFB.

55. CERTIFICATES OF INSURANCE. Upon request by the State of Wisconsin, the Bidder shall provide copies of insurance policies and/or insurance certificates in effect during this Contract. The insurance policies shall be issued by an insurance company licensed to do business in the State of Wisconsin, with a minimum AM Best rating of A- unless otherwise approved in writing by the State's Contract Administrator and the signature of an authorized agent.

The policies and/or certificates shall be submitted to the State upon request, for annual review, and/or when insurance coverage(s) or providers are changed. In the event the Contractor's required insurance policies in effect during this Contract are modified or cancelled, Contractor shall immediately provide notice to the State of Wisconsin.

56. NOTICE OF CHANGES, SYSTEM OUTAGES, AND SYSTEM MAINTENANCE

56.1. GENERAL CHANGES. Contractor shall provide the DOA Contract Administrator and each Contract User’s designated representative with timely advance communication regarding, but not limited to:

Billing system changes Changes in Contractor’s wireless telephony and broadband technologies within the State Expansion or improvements to Contractor’s wireless telephony and broadband network within the State Notification when an Equipment Package is manufacturer discontinued, identifying the replacement Equipment Package, and providing technical specifications

SCHEDULED OUTAGES AND IMPACTFUL CHANGES. Contractor shall provide the DOA Contract…