AT&T+Master+Contract.pdf

STATE OF UTAH COOPERATIVE CONTRACT

1. CONTRACTING PARTIES: This contract is between the Division of Purchasing and the following Contractor:

AT&T Corp.

Name

One AT&T Way Address

Bedminster New Jersey 07921-0752 City State Zip

LEGAL STATUS OF CONTRACTOR

Sole Proprietor Non-Profit Corporation For-Profit Corporation Partnership Government Agency

Contact Person Donnie Powell Phone #(214) 208-2353 Email dp1416@att.com Vendor #VC0000115383 Commodity Code #72551, 91579

2. GENERAL PURPOSE OF CONTRACT: The general purpose of this contract is to provide: Contractor is permitted to provide wireless solutions identified in the Master Agreement to Participating Entities once a Participating Addendum has been signed.

3. PROCUREMENT: This contract is entered into as a result of the procurement process on Bid#CJ18012.

4. CONTRACT PERIOD: Effective Date: 12/6/2019 Termination Date: 8/11/2024 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal options (if any): May be extended an additional 5 years.

5. Subject to Master Agreement §1(a), the Master Agreement includes the following:

ATTACHMENT A: Master Terms and Conditions ATTACHMENT AA: Contractor’s Special Terms and Conditions ATTACHMENT B: Scope of Work ATTACHMENT C: Cost Sheet ATTACHMENT G: Plan Description ATTACHMENT H: Award Category I Reporting Template ATTACHMENT I: Award Category 2 Reporting Template

ATTACHMENT J: Award Category 3 Reporting Template ATTACHMENT L: Network Technology Questionnaire ATTACHMENT M: New Product Request Form ATTACHMENT N: New Product Log ATTACHMENT S: Security Disclosure ATTACHMENT V: Award Category Sheet ATTACHMENT W: Award Category Sheet

Any conflicts between Attachment A and the other Attachments will be resolved in favor of Attachment A.

6. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED:

a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract.

b. Utah State Procurement Code, Procurement Rules, and Contractor’s response to Bid #CJ18012.

7. Each signatory below represents that he or she has the requisite authority to enter into this contract.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed.

CONTRACTOR STATE

Contractor's signature Date Director, Division of Purchasing Date

Type or Print Name and Title

Christopher Jennings 801-538-3157 N/A ctjennings@utah.gov Division of Purchasing Contact Person Telephone Number Fax Number Email

Contract # MA149-1

Linda J Cottingham - Sr. Contract Manager

12/03/19 Dec 4, 2019 https://secure.na1.echosign.com/verifier?tx=CBJCHBCAABAAwEpLNcVb7duHn69QC0Is901AZgLFhCWW

NASPO VALUEPOINT AND AT&T

ATTACHMENT A MASTER AGREEMENT TERMS AND CONDITIONS

MA149‐1

Attachment A:

NASPO ValuePoint Master Agreement Terms and Conditions

Attachment A:

NASPO ValuePoint Master Agreement Terms and Conditions

1. MASTER AGREEMENT ORDER OF PRECEDENCE

a. The Master Agreement consists of the documents set forth in §1(a)(2) through §1(a)(7) below (the “Master Agreement”). A valid Participating Addendum combined with the Master Agreement constitutes the full agreement between Contractor and the corresponding Participating Entity and its Purchasing Entities (the “Agreement”). In the event of any conflicts between the documents comprising the Agreement, the following constitutes the order of precedence:

(1) The Purchasing Entity’s applicable Participating Addendum;

(2) State of Utah Cooperative Contract Cover Page;

(3) NASPO ValuePoint Master Agreement Terms & Conditions;

(4) A Purchase Order issued against the Master Agreement;

(5) The Specifications or Statement of Work;

(6) Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State, including Exhibit AA to the Master Agreement (Contractor’s Special Terms and Conditions);

(7) The Solicitation or, if separately executed after award, the Lead State’s bilateral agreement that integrates applicable provisions;

b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

2. DEFINITIONS

“Acceptable Use Policy” means Contractor’s Acceptable Use Policy which applies to (a) Services provided over or accessing the internet; and (b) wireless (i.e., cellular) data and messaging Services.

The AUP can be found at www.att.com/aup or other locations Contractor may designate.

“Acceptance” is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.

“Confidential Information” means, except as may be required by applicable law or regulation:

(a) information the parties or their Affiliates share with each other in connection with the Agreement or in anticipation of providing Services under this Agreement (including pricing or other proposals), but only to the extent identified as Confidential Information in writing; and (b) the Agreement.

“Contractor” means the person or entity providing solutions under the terms and conditions set forth in this Master Agreement. Contractor also includes its employees, subcontractors, agents and affiliates who are providing the services agreed to under the Master Agreement.

“Embedded Software” means one or more software applications which permanently reside on a computing device.

“Intellectual Property” means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

“Lead State” means the state centrally administering any resulting Master Agreement(s).

“Master Agreement” has the definition set forth in §1(a) herein.

“NASPO ValuePoint” is the cooperative contracting arm of the National Association of State Procurement Officials (NASPO), a non‐profit organization formed in 1947 to promote public procurement throughout the country. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and the NASPO ValuePoint administrative fee; and may perform contract administration functions relating to collecting and receiving reports and fees, as well as other contract administration functions as assigned by the Lead State.

“Order” or “Purchase Order” means any purchase order, sales order, contract or other document used by a Purchasing Entity to order Services and/or Products under the Agreement.

“Participating Addendum” means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and (A) provisions required under the laws of the corresponding State; and/or (B) provisions mutually agreed upon between such Participating Entity and Contractor.

“Participating Entity” means a state, or other authorized entity that has properly executed a Participating Addendum.

“Participating State” means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity;

however, a Participating State listed in the Request for Proposal is not required to participate through execution of a Participating Addendum.

“Product” means any Service, equipment, software (including embedded software), documentation, service or other deliverables supplied or created by Contractor pursuant to this Master Agreement. The terms Product, supplies and services, and products and services are used interchangeably in these terms and conditions.

“Purchasing Entity” means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states authorized to place an Order against a Participating Addendum and the Master Agreement.

“Service” means commercial mobile radio services (including, without limitation, Voice Service, Wireless Data Service), and Additional Products provided by Contractor pursuant to the Contract.

“Total Wireless Spend” means, with respect to the Administration Fee, the total amount of the charges set forth on the invoices sent by Contractor to Participating Entities under the Master Agreement, less taxes, fees and surcharges. Regulatory Fees and Surcharges include, but are not limited to, the FUSF/UCC (Federal Universal Service Fee / Universal Connectivity Charge), the AEF (Administrative Expense Fee), the FRF (Federal Regulatory Fee), the PTA (Property Tax Allotment), the FARF (Federal Access Recovery Fee), the CLC (Carrier Line

Charge), and the SLC/EUCL (Subscriber Line Charge / End User Carrier Line charge).

NASPO ValuePoint Program Provisions

3. TERM OF THE MASTER AGREEMENT

a. The initial term of this Master Agreement is for five (5) years. This Master Agreement may be extended beyond the original contract period for up to five (5) additional years by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

b. The Master Agreement may be extended for a reasonable period of time in adherence to the Lead State’s Procurement Code, if in the judgment of the Lead State a follow‐ on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow‐on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

4. AMENDMENTS

The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.

5. PARTICIPANTS AND SCOPE

a. Contractor may not deliver Products or perform Services under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Purchasing Entity, except to the extent altered, modified, supplemented or amended by a Participating Addendum or included in a Purchase Order as expressly required by a Purchasing Entity's laws or regulations. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.

b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts is subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a PA and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the Orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.

d. NASPO ValuePoint, a division of the National Association of State Procurement Officials (NASPO), is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States.

e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports;

NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish;

Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. The Participating Entity must coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; the Participating Entity must ensure that they have the requisite procurement authority to execute a Participating Addendum.

g. Subject to any explicit permission in a PA, Purchasing Entities may not resell

Products. Absent any such explicit permission, this limitation does not prohibit: (i) payments by employees of a Purchasing Entity as explicitly permitted under the Agreement; (ii) transfer of tangible Products (not including Service) between public agencies; (iii) sales of tangible Products (not including Service) as surplus property; and (iv) fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

6. ADMINISTRATIVE FEES

a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of (i) 0.25% of all CRUs’ Total Wireless Spend; and (ii) 0.10% of all IRUs’ Total Wireless Spend. The Administrative Fees will be calculated after each calendar quarter and AT&T will pay the quarterly amount due no later than seventy‐five (75) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on Total Wireless Spend. The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.

b. Additionally, some states may request an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. If AT&T agrees to such a request, then the fee level, payment method and schedule for such reports and payments will be incorporated into the corresponding PA. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such state‐level administrative fees shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

7. NASPO VALUEPOINT SUMMARY AND DETAILED USAGE REPORTS

In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports.

a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org, or as otherwise agreed to by the Parties in writing. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state for Government Responsible accounts. A separate report shall be submitted and reported as cumulative totals by state for Individual Responsible (IRU) accounts. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than forty‐five (45) days following the end of the calendar quarter (as specified in the reporting tool).

b. Detailed Sales Data. Contractor shall also report detailed sales data using the format provided in Attachments H, I, J and K. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint no later than forty‐five days after the end of the reporting period. Reports shall be delivered to the Lead State and to NASPO ValuePoint electronically through a designated portal, email, CD‐ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under this Master Agreement.

c. Reportable Sales. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report.

d. Executive Summary. Contractor shall provide NASPO ValuePoint with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary. The executive summary is due forty‐five days after the conclusion of each calendar quarter.

e. Ownership. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non‐exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.

8. NASPO VALUEPOINT COOPERATIVE PROGRAM MARKETING, TRAINING, AND

PERFORMANCE REVIEW

a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel.

Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement including the competitive nature of NASPO ValuePoint procurements, the Master Agreement, PA process, and the manner in which qualified entities can participate in the Master

Agreement.

b. Contractor agrees, as PAs become executed, if requested by ValuePoint personnel to provide proposals to launch the program within the Participating State. Such proposals will include time frames to launch the Agreement and confirmation that the Contractor’s website has been updated to properly reflect the offer as available in the Participating State.

c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider the Participating Entity’s proposed terms and conditions, as deemed important to the Participating Entity, for possible inclusion into the Participating Addendum.

Contractor will ensure that their sales force is aware of this contracting option.

d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of Administrative Fees.

e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, cancel the Master Agreement pursuant to section 28, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon 60‐calendar day written notice to the Contractor. Cancellation based on nonuse or under‐utilization will not occur sooner than one year after award (or execution if later) of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to section 28 or to terminate for default pursuant to section 30.

g. Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most‐favored‐customer provisions in third‐party contracts or agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

9. [RESERVED]

10. RIGHT TO PUBLISH

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

11. PRICE AND RATE GUARANTEE PERIOD

All prices and rates must be guaranteed for the initial term of the Master Agreement.

Following the initial Master Agreement period, any request for price or rate increase must be for an equal guarantee period and must be made at least (90 Days) days prior to the requested effective date. Requests for price or rate increases must include sufficient documentation supporting the request. Any such adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to prices or rates will be allowed.

12. INDIVIDUAL CUSTOMERS

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity is responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

Administration of Orders

13. ORDERING

a. Contractor shall provide, by phone or online system, a means and method for providing Order reference numbers and tracking orders.

b. Purchasing Entities may define entity or project‐specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated, or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies.

The Purchasing Entity may in its sole discretion determine which NASPO Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.

c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with each Purchasing Entity’s rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.

d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

e. Purchase Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.

f. All Purchase Orders placed pursuant to an Agreement, at a minimum, shall include:

(1) The Products being ordered;

(2) The date of the Purchase Order;

(3) The place and requested time of delivery;

(4) A billing address;

(5) The name, phone number, and address of the Purchasing Entity representative;

(6) The price per hour or other pricing elements consistent with this Master

Agreement and the contractor’s proposal;

(7) A ceiling amount of the Purchasing Order for Products being ordered;

and

(8) The Master Agreement identifier.

g. All communications concerning administration of Purchasing Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Purchase Order.

h. Purchase Orders must be placed pursuant to this Master Agreement prior to the termination date thereof but may have a delivery date or performance period up to 120 days past the then‐current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

i. Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Purchasing Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Purchase Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Purchase Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

14. SHIPPING AND DELIVERY

a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination, freight pre‐paid, with all transportation and handling charges paid by the Contractor. The minimum shipment amount, if any, will be found Exhibit AA. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.

b. In the event a Participating Entity intends to negotiate for Inside Deliveries, AT&T agrees to negotiate in good faith with such Participating Entity to include corresponding language in its PA.

c. All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents.

Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number.

15. LAWS AND REGULATIONS

Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations.

16. INSPECTION AND ACCEPTANCE

a. Where the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.

b. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the Contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked.

c. If any Products or Services performed do not conform to Master Agreement requirements, the Purchasing Entity may require the Contractor to provide the Products and/or perform the Services again in conformity with Master Agreement requirements, at no increase in Order amount. When defects cannot be corrected by re‐performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to Master Agreement requirements; and reduce the Master Agreement price to reflect the reduced value of the Products provided and/or the Services performed.

d. The warranty period shall begin upon delivery except as otherwise set forth in a statement of work.

e. Acceptance Testing may be explicitly set out in a Scope of Work (“SOW”) to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement or SOW for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. Unless otherwise set forth in a SOW, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing

Entity may, at its discretion, continue Acceptance Testing on a day‐to‐day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.

17. PAYMENT

a. Payment. Each Purchasing Entity must pay all charges, including, without limitation, airtime, roaming, recurring monthly service, optional feature charges, license fees, toll, collect call and directory assistance charges, Service charges, Equipment charges, Additional Products charges, and any other charges or calls billed to its CRUs' phone number. Purchasing Entities may be billed for multiple types of usage simultaneously. Purchasing Entities must also pay administrative and late payment fees, restoral and reactivation charges, and any Other Monthly Charges (as defined in Attachment AA, Contractor’s Special Terms and Conditions, §9). For any termination of a CRU account (including when a Number is switched to another carrier), Purchasing Entity will be responsible for payment of all fees and charges through the end of the billing cycle in which termination occurs. Payment is due within forty‐five (45) days after the date of the invoice.

b. Taxes. Subject to this §17(b), Purchasing Entities must pay applicable taxes and governmental fees regardless of whether they are imposed on a Purchasing Entity, a CRU, Contractor, or Carrier. Notwithstanding the foregoing, Contractor acknowledges that in certain instances, a Purchasing Entity may be tax‐exempt. Contractor will accord the proper tax‐exempt status to each Purchasing Entity that properly establishes such status.

Notwithstanding this tax‐exempt status, each Purchasing Entity must pay any and all taxes, fees, surcharges and other charges incurred under the Agreement not covered by its tax‐ exempt status.

c. Overdue Account Charges. Payment after Acceptance is normally made within forty‐five (45) days following the date of the invoice is received, whichever is later. After forty‐ five (45) days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

d. Purchasing Card. Payments will be remitted by mail or by electronic fund transfer (EFT). Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

18. WARRANTY

18.1 General. Contractor warrants that all services, deliverables, and/or work product under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry. Except as specifically set forth above or expressly set forth in a scope of work for services, Contractor makes no representations or warranties, express or implied, and specifically disclaims any representation or warranty of merchantability, fitness for a particular purpose, title, non‐infringement or any warranty arising by usage of trade or course of dealing. Further, Contractor makes no representation or warranty that wireless calls or other transmissions will be routed or completed without error or interruption (including calls to 911 or any similar emergency response number), or guarantee regarding network security, the encryption employed by any service, the integrity of any data that is sent, backed up, stored or subject to load balancing, or that contractor’s security procedures will prevent the loss or alteration of, or improper access to, a Participating Entity’s data and information. Contractor does not authorize anyone to make a warranty of any kind on its behalf, and Participating Entities should not rely on anyone making such statements. Contractor is not the manufacturer of equipment purchased by or provided to participating entities in connection with use of the service. Notwithstanding the foregoing, Contractor will pass through any and all manufacturer’s warranty to the fullest extent allowed under law.

18.2 No Optimization Warranty. Notwithstanding any other provision in the Agreement including, without limitation, Contractor’s response to RFP Attachment B, §6.1.3 Contractor, the Lead State, NASPO, and any and all Participating Entities and Purchasing Entities under the Agreement hereby acknowledge and agree (a) that nothing in the Agreement, including the RFP, the Solicitation, and/or Contractor’s response to the Solicitation, requires Contractor to provide an Optimization, Optimization Reports, suggestions, or guidance about ways to use or change Services or Products to Optimize, reduce or otherwise lessen a Purchasing Entity’s charges incurred under the Agreement; and (b) that for any analysis or reporting that AT&T provides, there is no contractual guarantee or any other legally enforceable right that the reporting will Optimize, reduce or otherwise lessen a Purchasing Entity’s charges incurred under the Agreement.

18.3 Optimization. The Parties acknowledge and agree that, notwithstanding any industry or other definition, the contents of an optimization report hereunder shall be defined as follows: “Optimize” or “Optimization Report” means an individual Purchasing Entity working with Contractor to find a plan best suited to the most effective use of Contractor’s Service without any guarantee of cost savings or other advantage by Contractor.

19. TITLE OF PRODUCT

Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests.

Contractor grants to the Purchasing Entity a non‐exclusive, royalty free, perpetual license to use the Embedded Software to achieve the purposes of the Master Agreement. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.

20. LICENSE OF PRE‐EXISTING INTELLECTUAL PROPERTY

Software, Purchased Equipment and Third‐Party Services may be provided subject to the terms of a separate license or other agreement between the Purchasing Entity and either the licensor, the third‐party service provider or the manufacturer to which the Contractor is not a Party. Upon request by the Purchasing Entity, Contractor shall provide to the Purchasing Entity a copy of all applicable license agreements relating to the placement of an Order for Software, Purchased Equipment or Third‐Party Services. The Purchasing Entity’s use of Software, Purchased Equipment or Third‐Party Services is that Purchasing Entity’s agreement to comply with such separate license, unless prohibited by law.

General Provisions

21. INSURANCE

a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers eligible to conduct business in each Participating Entity’s state and having a rating of A‐, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

b. Required Coverage shall be written on an occurrence basis. The acceptable limits shall be as indicated below:

(1) Commercial General Liability per ISO CG form 00 01 or equivalent covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of $1 million per occurrence/$2 million general aggregate;

(2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

c. Contractor shall pay premiums on all insurance policies. Contractor shall provide written notice to a Participating Entity, with thirty days’ notice of cancellation or nonrenewal of any required coverage that is not replaced or fails to meet the requirements set forth herein.

d. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) includes the Participating States identified in the Request for Proposal as additional insureds, and provides that the Contractor’s required commercial general liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. Contractor may self‐insure any required coverage and will notify Lead State with written notice thirty (30) calendar days in advance. In the event that Contractor opts to self‐insure, Contractor shall comply with reasonable requests for information from Lead State’s risk managers.

e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

f. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

22. RECORDS ADMINISTRATION AND AUDIT

a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect the accuracy of AT&Ts invoices to the Participating Entities and corresponding Administrative Fees. Contractor may redact from the billing records provided to Participating Entity any information that reveals the identity or non‐ public information of other Contractor customers or other Contract Confidential Information that is not relevant to the purposes of the review, performance and administration of payments and fees. Once every twelve (12) months during the term of the Agreement, the State may review AT&T's relevant billing records for a period not to exceed the preceding twelve (12) months; except the State may conduct, at its own expense, additional audits required by a separate auditing body within the State as part of its routine audits or as a result of an investigation. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, billing, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. The State may employ such assistance, as it deems desirable to conduct such reviews, but may not employ the assistance of any entity that derives a substantial portion of its revenues from the provision of services that are substantially similar to the Services provided hereunder or any person who has previously made prohibited use of AT&T's Confidential Information. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

b. Without limiting any other remedy available to any governmental entity, the

Contractor shall correct any billing error that is revealed in a billing review, including refunding any overpayment by reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records in the form of a credit within two (2) full billing cycles, and/or (ii.) invoice the State any underpayments as soon as reasonably practicable under the circumstances.

c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self‐audit Master Agreement obligations and that permits the Lead State to review compliance with those obligations.

23. CONFIDENTIALITY, NON‐DISCLOSURE, AND INJUNCTIVE RELIEF

a. Confidentiality. The Parties acknowledge that they and their employees or agents may, in the course of performing under this Master Agreement, be exposed to or acquire information that is confidential or proprietary to the other party. Any and all information of any form that is marked as confidential or proprietary or would by its nature be deemed confidential or proprietary, including, but not limited to, (1) business records, (2) personnel records, and (3) personally identifying information, shall be considered confidential or proprietary information. Any reports or other documents or items (including software) that result from the use of the confidential or proprietary information by a party shall be treated in the same manner as the confidential or proprietary information. Confidential or proprietary information does not include information that (A) is or becomes publicly known; (B) is rightfully in a party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; or (C) is disclosed with the written consent of the other party. Pursuant to relevant public records law, information or documents the Lead State or Purchasing Entity receives from Contractor may be open to public inspection and copying.

The Lead State or Purchasing Entity may have the duty to disclose unless a particular record falls within an exemption. Contractor may label specific documents or verbally indicate in presentations or meetings, including specific portions thereof, as a “confidential” or “proprietary” in accordance with relevant public records law.

b. Non‐Disclosure. Except as may be required by law, the Parties shall hold

Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third‐parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. The Parties and Purchasing Entities shall advise each of its employees and agents of their obligations to keep Confidential Information confidential.

Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, each Party and each Purchasing Entity shall advise the other Party and/or Purchasing Entity, the applicable Participating Entity, and the Lead State immediately if such Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and such Party shall at its expense cooperate with the others in seeking injunctive or other equitable relief in the name of the Purchasing Entity, Participating Entity or Party against any such person.