BNet Contract Only_No Exhibits Signatures.pdf

Managed Services for BadgerNet Converged Network Contract

(#505004-O14-BCNMGSRVCS-01)

This Contract (or “Agreement”) is between the State of Wisconsin (“State”) as represented by its Department of Administration, (“State”) and AT&T Corp on behalf of itself and as an agent of Wisconsin Bell Inc. and other AT&T affiliates (individually and collectively “AT&T” or “Contractor"). The State and the Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

This Contract is entered into by the State in reliance upon the capability of the Contractor to meet the requirements of the State as set forth in its Request for Proposal RFP 28167-AW (“RFP”) and following evaluation of the Contractor’s capabilities as set forth in its response to said RFP.

This Contract and the following documents incorporated by reference into the Contract constitute the entire agreement of the parties and supersedes all prior communications, representations or agreements between the parties, whether oral or written. This Contract may not be modified or amended except by mutual agreement of both parties in writing. Any conflict or inconsistency will be resolved by giving precedence in the following descending order:

a. The terms of this Contract including all exhibits and attachments.

b. The terms of RFP # 28167-AW, including any amendments thereto and as modified by AT&T’s response.

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

Exhibit 1 – Scope of Services and Attachments A-F

Exhibit 2 – Service Categories and Service Level Agreements

Exhibit 3 – DET Security Policies Exhibit 4 – AT&T Acceptable Use Policy

Exhibit 5 – AT&T E-rate Rider

Exhibit 6 – Pricing

Notwithstanding anything to the contrary contained herein, this Agreement is contingent upon AT&T, within thirty (30) days after the Effective Date; entering into all subcontracts and/or other legal arrangements that AT&T determines that AT&T requires to perform AT&T’s obligations under this Agreement. If AT&T does not enter into such subcontracts and/or other legal arrangement on or prior to that date, either party may cancel this Agreement, in which case this Agreement shall be deemed void ab initio; provided, however, that AT&T will continue to perform AT&T’s obligations under the Existing Agreements.

Nothing in this Agreement is intended to create an obligation on the State to exclusively purchase Services or Deliverables (in whole or in part) from Contractor, or grants, or is intended to grant to Contractor the right to exclusively provide its Services or Deliverables to Customer.

BadgerNet Converged Network Managed Services

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 2 of 27 Sh2686 ROME 1-33BQB5M

Customer has requested that AT&T sign this Agreement first, and AT&T has agreed to do so. This Agreement as signed by AT&T shall be binding upon Customer from the time of Customer’s signature, and AT&T will begin implementing the agreement when a fully signed copy is returned by Customer, provided such fully signed copy is returned to AT&T not more than thirty (30) days after AT&T delivered a signed copy to Customer. Further, any and all changes made to the Agreement after signature by AT&T shall be void and of no effect, unless and until incorporated into a written amendment to this Agreement signed by both Parties, except for changes expressly authorized by the terms of this Agreement.

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

For State of Wisconsin For Contractor (Department of Administration) (Contractor Address)

Printed Name Printed Name

Title Title

Signature Signature

Date Date

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 3 of 27 Sh2686 ROME 1-33BQB5M

TABLE OF CONTENTS

1. DEFINITIONS

2. SCOPE OF THE AGREEMENT

3. APPLICABLE LAW

4. TERM

5. PRICING

6. TERMINATION FOR CAUSE

7. TERMINATION FOR CONVENIENCE

8. CONTRACT CANCELLATION

9. SUSPENSION OF SERVICES

10. TRANSITION SERVICES

11. POST CONTRACT OBLIGATIONS

12. COMPLIANCE AND RESPONSIBILITY OF THE PARTIES FOR ACTIONS

13. DELAY AND REMEDY

14. WORK CENTER CRITERIA

15. NON-APPROPRIATION

16. CONTRACTOR’S INSURANCE RESPONSIBILITY

17. NONDISCRIMINATION AND AFFIRMATIVE ACTION

18. STATE PAYMENT OFFSETS FOR CONTRACTOR’S TAX DELINQUENCY

19. CONTRACTOR INDEMNIFICATION

20. CONFIDENTIAL INFORMATION

21. INTELLECTUAL PROPERTY INFRINGEMENT AND LABOR STANDARDS

22. SECURITY AND SAFETY OF PREMISES, EQUIPMENT, PERSONNEL AND DATA SECURITY

23. RENDERING OF SERVICES

24. CONTRACTOR PERFORMANCE REPORTING

25. ANNUAL RATE AND TECHNOLOGY REVIEW

26. E-RATE

27. CONTRACTOR PERSONNEL

28. SHIPPING

29. RISK OF LOSS

30. IDENTIFICATION

31. LIENS, CLAIMS AND ENCUMBRANCES

32. WARRANTY OF ITEMS

33. RECEIPT OF DELIVERABLES

34. PERFORMANCE

35. SPECIFICATIONS

36. INDEPENDENT CONTRACTOR

37. COOPERATION WITH OTHER CONTRACTORS

38. STATE EMPLOYEES

39. ANTITRUST ASSIGNMENT

40. REFUND OF CREDITS

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 4 of 27 Sh2686 ROME 1-33BQB5M

41. OWNERSHIP RIGHTS

42. DATA OWNERSHIP

43. RIGHTS TO ELECTRONIC INFORMATION

44. RIGHTS TO DATA

45. PROMPT PAYMENT

46. STATE TAX EXEMPTION

47. PROMOTIONAL ADVERTISING AND NEWS RELEASES

48. NOTICE AND CHANGE OF CONTACT INFORMATION

49. RECORDS, RECORDKEEPING AND RECORD RETENTION

50. EXAMINATION OF RECORDS

51. BREACH NOT WAIVER

52. ASSIGNMENT OF CONTRACT

53. SEVERABILITY

54. CONTRACT DISPUTE RESOLUTION

55. FORCE MAJEURE

56. TIME IS OF THE ESSENCE

57. NO AGENCY RELATIONSHIP

58. DISCLOSURE

59. OTHER DOCUMENTS

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 5 of 27 Sh2686 ROME 1-33BQB5M

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.

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

“Agency” or “State Agency” means an office, department, agency, institution of higher education, association, society or other body in the State of Wisconsin government created or authorized to be created by the State Constitution or any law, which is entitled to expend moneys appropriated by law, including the legislature and the courts, but not including an authority, as defined in Wis. Stat. s. 16.70(2).

“Acceptable Use Policy” means Contractor’s Acceptable Use Policy (“AUP”) which applies to (i) Services provided over or accessing the public Internet and (ii) wireless (i.e., cellular) data and messaging Services that access the public Internet.

“BCN Customer” means an entity that acquires services under this Contract through the MSP. Entities are defined under state statute Wisconsin Statute 16 subch IX, (agencies as defined in Wisconsin Statute 16.70 (1e), municipality as defined in Wisconsin Statute 16.70 (8).

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

“Class of Service” means network policies that align network resources with business objectives and are enforced by means of QoS.

“Confidential Information” means all tangible and intangible information and materials being disclosed or accessed 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.

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

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

“Customer Edge” or “CE” means the device that is owned and managed by the BCN Customer. This device hosts the UNI-C interface port (e.g., a BCN Customer's firewall, router, switch or PC).

“Customer Premise Equipment” or “CPE” means the Service Provider's managed device that resides at the BCN Customer's location. This device hosts an UNI-N interface port (e.g., a Service Provider's managed router, switch or cable modem).

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

“Degradation” means the condition that occurs when communication performance parameters fall outside predetermined limits, resulting in a lower quality of services. A Service that suffers Degradation shall be considered to be suffering an Outage or Interruption for purposes of performance requirements (e.g., the SLAs).

“Deliverables” means all project materials, including Goods, software licenses, data, and documentation created during the rendering of Services hereunder. Deliverables shall be the property of the State of Wisconsin unless otherwise specified in the Contract.

http://docs.legis.wisconsin.gov/statutes/statutes/16/IX/_1 http://docs.legis.wisconsin.gov/statutes/statutes/16/IV/70/1e http://docs.legis.wisconsin.gov/statutes/statutes/16/IV/70/1e http://docs.legis.wisconsin.gov/statutes/statutes/16/IV/70/8

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 6 of 27 Sh2686 ROME 1-33BQB5M

“Effective Date” means the date on which the last party signs the Agreement unless a later date is required by regulation or law.

“E-Rate Rider” means the E-rate Rider document attached hereto and incorporated herein as Exhibit 5, to be executed by all e-rate eligible schools and libraries including, without limitation, TEACH, who will purchase Services and Deliverables from AT&T, subject to the terms and conditions of this Contract. The E-rate Rider is intended to delineate AT&T’s and the E-rate customer’s respective roles and responsibilities concerning E-rate requirements.

“Ethernet Service Port” means the UNI-N port used by a Service Provider to deliver BCN services to the BCN Customer.

“Fault Management” means the set of functions that detect, isolate, and correct malfunctions in a network, compensate for environmental changes, and include maintaining and examining error logs, accepting and acting on error detection notifications, tracing and identifying faults, carrying out sequences of diagnostics tests, correcting faults, reporting error conditions, and localizing and tracing faults by examining and manipulating database information.

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

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

“Key Personnel” means Contracted Personnel, specifically identified in Exhibit 1 Scope of Service that play a lead and critical role in rendering Services during the Contract term.

“Move, Add, Change, Delete” (MACD) means a service that provides moves, adds, changes and deletes of network hardware and software or services.

“Multicast Services” means the ability to broadcast one or more media streams to multiple users simultaneously within a geographical region.

“Multi-cast” means communication between a single device and multiple members of a device group.

“Near Real Time Monitoring” means service that enables a Service Provider to record network traffic, check server availability, and monitor a network's performance, customize alarms which can send out notifications of problems or a specified threshold is being crossed.

“Near Real Time” means the time delay introduced by network transmission between the occurrence of an event and the use of the processed data, such as for display or feedback. For example, a near-real-time display depicts an event or situation as it existed at the current time minus the processing time, at nearly the time of the live event.

“NRC” means non-recurring charge.

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

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

“Point to Point” means a connection with only two endpoints.

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 7 of 27 Sh2686 ROME 1-33BQB5M

“Proof of Concept” means a demonstration that proves an idea/technology works as proposed.

“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.

“Public Information” means information that (i) is collected, assembled or maintained under a law or ordinance or in connection with the transaction of official business by a governmental body or for a governmental body; and (ii) the governmental body owns or to which it has a right of access.

“QoS” means Quality of Service.

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

“Service Delivery Point” means the end point where the user receives the service.

“Service Demarcation” means the dividing line that isolates the area of responsibility for the BCN service between the MSP and the BCN Customer. BCN demarcation point for the MSP is the UNI-N Ethernet interface port. BCN demarcation point for the BCN Customer includes both the UNI-C Ethernet interface port and cabling to the UNI-N port.

“Service Provider” means the entity that provides bandwidth and network access.

“Service Level Agreement” (SLA) means an agreement between two or more parties, where one is the BCN Customer and the others are Service Providers and specifying in measurable terms, what services the provider(s) must furnish.

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

“SOW” means Statement of Work.

“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 Deliverables or performing obligations of this Agreement or rendering Services to the State.

“TEACH” (Technology for Educational ACHievement) the program established by the Wisconsin Legislature under Subchapter IX of Wis. Stat. Ch. 16 to provide support for investments in educational technology.

“Time to Repair” (TTR) means the measurable time a trouble ticket is established at the MSP’s Network Operations Center (NOC) through any means until the MSP’s trouble ticket is changed to resolved status after site validation.

“Unicast” means communication from one device to another device over a network.

“User Network Interface” or “UNI” means the service demarcation between the responsibility of the Service Provider and the responsibility of the BCN Customer.

“User Network Interface-C” or “UNI-C” means the physical Ethernet port hosted on the CE device and is the interface BCN Customers use to attach their equipment to the Service Provider's UNI-N interface to

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 8 of 27 Sh2686 ROME 1-33BQB5M receive BCN services. The Customer is responsible to provide the cable between the UNI-C and UNI-N interface. The UNI-C and cable serves as the BCN Customer’s demarcation point of the UNI.

“User Network Interface-N” or “UNI-N” means the physical Ethernet port hosted on the Service Provider’s managed equipment. The UNI-N is the interface that the BCN Customer attaches its device to receive BCN network services. The UNI-N serves as the Service Provider’s demarcation point of the UNI.

“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.

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 9 of 27 Sh2686 ROME 1-33BQB5M

2. SCOPE OF THE AGREEMENT

The Contractor shall provide the Services and Deliverables necessary to serve as the BadgerNet Converged Network (BCN) Managed Service Provider (MSP) to provide and operate BCN to support the State’s business requirements for transporting all data, providing network access and bandwidth for BCN Customers and managing the activities, roles, and assignments of the Service Providers (i.e., entities that provide bandwidth and network access) engaged by the MSP to deliver the required BCN services. Services and Deliverables shall be consistent with the terms, conditions and requirements contained in this Agreement and all exhibits thereto, including, but not limited to, any Statement of Work.

This Agreement shall be deemed the definitive and complete statement of Contractor’s obligations with regard to substantive matters addressed in the Agreement. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the RFP and Contractor’s Proposal, this Agreement together with any documents attached hereto, including but not limited to the exhibits, shall control. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of Exhibits 1, 2, 4 and 6, respectively, the terms of Exhibits 1, 2, 4 and 6 respectively shall control.

The Parties anticipate that, at a minimum, the Contractor shall provide the following service offerings:

2.1. Category A (WAN Service with Quality of Service (QOS)). Symmetrical end-to-end service delivery from one User Network Interface (UNI-N) at a site to a UNI-N at another site or service with the ability to support layer 2 protocol tunneling, VLAN tag preservation, multiple Class of Service (CoS) containers, point-to-point, multipoint, and full-mesh Ethernet services with bandwidth increments only at Ethernet interface speed with SLA requirements.

2.2. Category B (WAN Service without QOS). Either symmetrical or asymmetrical end-to-end service delivery from one UNI-N at a site to a UNI-N at another site or service, providing point-to-point, multipoint, and full-mesh Ethernet services with SLA requirements. This network service category is inherently better performing as far as jitter and latency than Internet service.

The State considers this service category to be a best effort service.

2.3. Category C (Broadband Internet Services). Either symmetrical or asymmetrical service providing minimal SLA requirements which consist of the following three (3) options:

(a) Symmetrical: This service includes the transport from the site to ISP Portal and ISP portal and both components come from the same vendor. It is without QOS or SLAs. The bandwidth for each service is the same and the bandwidth to and from the portal is the same.

(b) Asymmetrical: Also called “Broadband,” “IP Broadband,” “DSL” or “Cable Modem.” This service is without QOS or SLAs. The transport provider and the portal provider are the same vendor. Download bandwidth (from the portal to the site) are faster than Upload Bandwidth (from site to portal).

(c) MIS on BadgerNet: A Symmetrical service without QOS or SLAs. This is a special service, currently only available to schools, school districts, libraries and library systems. For schools and school districts the ISP Portal Access pricing is based on the student enrollment of the School District. For libraries and library systems, the ISP Portal Access pricing is based on the student enrollment in the public school district in which the main branch of the library is located. Transport must be Category B with standard pricing. The service is Symmetrical in that the Upload and Download speeds are the same. The Portal doesn’t have a bandwidth associated with it. The Portal bandwidth matches the schools requirements and is only capped by the Transport Speed.

2.4. Category D (Ethernet Services). The service requires symmetrical end-to-end service delivery from one User Network Interface (UNI-N) at a site to a UNI-N at another site or service with the ability to support 802.1AE transport, support layer 2 protocol tunneling, VLAN tag preservation, multiple Class of Service (CoS) containers, point-to-point, multipoint, and full-mesh Ethernet services with bandwidth increments only at Ethernet interface speed with SLA requirements.

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 10 of 27 Sh2686 ROME 1-33BQB5M

Additionally, this service category will have lower latency and higher bandwidth requirements.

At a minimum, this service category shall be provided in the Madison metro area. The State recognizes that an Ethernet hand-off (interface) is not the same as “Ethernet service” offering.

2.5. MSP Services. Provide single point of contact and responsible for all BCN network and administrative services, ensuring network access and bandwidth for BCN Customers as well as managing the activities, roles, and assignments of the Service Providers (i.e., entities that provides bandwidth and network access) engaged by the MSP to deliver the required BCN services.

3. 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 in Circuit Court of Dane County or in the Federal District Court for the Western District of Wisconsin, as appropriate.

4. TERM

The Contract term shall be for seven (7) years from the Effective Date unless sooner terminated as provided herein with no renewal options.

5. PRICING

All rates and charges set out Exhibit 6-Pricing are fixed during the Term of the Agreement unless mutually amended by the Parties and are exclusive of any applicable taxes, regulatory fees or surcharges. .

6. TERMINATION FOR CAUSE

The State may terminate this Contract for cause after providing the Contractor with thirty (30) Days written notice of the Contractor’s right to cure a failure of the Contractor to perform under the terms of this Contract.

The Contractor may terminate this Contract for cause after providing the State with sixty (60) Days written notice of the State’s right to cure a failure of the State to perform under the terms of this Contract.

7. TERMINATION FOR CONVENIENCE

The State may terminate this Contract at any time, without cause and without liability or penalty, by providing a written notice to the Contractor 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 sixty (60) Days in advance of the intended date of termination.

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

Compensation for partially completed Services shall be no more than the percentage of completion of the Services requested, as determined by the State in its sole discretion, multiplied by the corresponding payment for completion of such Services as set forth in the Contract. Alternatively, at the sole discretion of the State, the Contractor may be compensated for the actual Service hours provided. The State shall be entitled to a refund for Deliverables or Services paid for but not received or rendered, such refund to be paid within two (2) billing cycles of written notice to the Contractor requesting the refund.

8. CONTRACT CANCELLATION

8.1. The State reserves the right to cancel this Contract in whole or in part without liability or penalty, if 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; or

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

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 11 of 27 Sh2686 ROME 1-33BQB5M

8.2. The State reserves the right to cancel this Contract in whole or in part without penalty, with 30 days’ prior written notice and an opportunity to cure within such thirty (30) day period or such longer time as agreed to by the parties, if the Contractor:

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

Incurs a delinquent Wisconsin tax liability;

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

Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contractor;

Fails to follow the non-discrimination or affirmative action requirements of such. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law); or

Becomes a state or federally debarred contractor

9. SUSPENSION OF SERVICES

Contractor may take immediate action to suspend affected Services under this Agreement for a violation of the Acceptable Use Policy (AUP) [Exhibit 4] if in the exercise of its reasonable discretion, Contractor determines that such suspension is necessary in order to protect Contractor from the imminent threat of irreparable harm (including, without limitation, actions in response to an order from a court or regulatory body with jurisdiction over Contractor, or where BCN Customer content is likely to involve a criminal violation of law by Contractor (in the reasonable judgment of Contractor counsel), or harm to Contractor’s network or its ability to provide services to other customers). Contractor will use reasonable best efforts to provide notice in advance of such suspension, but notice shall not be a prerequisite in the case of imminent threat of irreparable harm.

9.1. For other violations of the AUP, or where a violation of the type stated above violates the AUP and Contractor concludes in good faith that such content could pose a threat to its reputation, brand, economic interests or interconnection arrangements with other IP networks but such harm does not constitute an imminent threat of irreparable harm, Contractor may, upon thirty

(30) days written notice, suspend Service under the applicable AUP [Exhibit 4] unless during that time the BCN Customer cures or ceases the violation. Notwithstanding the foregoing, if during the this period, circumstances change such that harm caused by a violation rises to the level of an imminent threat of irreparable harm, then Contractor may suspend the affected Services as set forth in subsection above.

9.2. Any suspension by Contractor under this Section shall be as limited in scope and duration as possible, consistent with Contractor’s needs to protect its rights, property and customers, and shall be commensurate with the seriousness of the consequences to Contractor of State’s violation or failure to perform. If the violating act is by a BCN Customer, Contractor will suspend only as to that BCN Customer. Contractor will remove any suspension promptly upon learning that such suspension is not warranted, or receipt of notification from the BCN Customer and verification of its cure of the violation, or upon cessation of the violation. In the event a Service is suspended for thirty (30) days or more pursuant to this Section, the BCN Customer may notify Contractor of its intent to terminate such Service. Unless Contractor notifies the BCN Customer within seven (7) days of receipt of the notice, that Contractor will immediately resume providing Service, the BCN Customer may terminate the suspended Service without liability or penalty, provided that termination liability will not apply where: (i) the suspension is due to reasons outside its control; (ii) the AUP violation does not constitute a material breach of the Agreement;

or (iii) the AUP violation does not constitute a violation of Applicable Law by the BCN Customer.

The BCN Customer State shall not be obligated to pay for Services for the period that they have been suspended pursuant to this Section.

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 12 of 27 Sh2686 ROME 1-33BQB5M

9.3. This Section sets forth Contractor’s sole and exclusive rights to suspend the provision of Services.

10. TRANSITION SERVICES

Upon cancellation, termination, or expiration of this Contract for any reason, the Contractor shall provide such reasonable cooperation, assistance and Services, and shall assist the State in the migration of the State's production operations to the State's control or to the control of an alternative contractor upon written notice to the Contractor at least sixty (60) Business Days prior to termination or cancellation, and subject to the terms and conditions set forth herein. This Contract shall automatically be extended by the number of Days that training or continued Services are necessary to be performed in order to complete the transition for a period up to twelve (12) months. The Contractor's Services required to complete the transition after the notice set forth herein shall be within this Contract's scope and shall not be the subject of any change order. Any additional Fees associated with the performance of the Transition Services will be mutually agreed to by the Parties.

11. 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.

12. COMPLIANCE AND RESPONSIBILITY OF THE PARTIES FOR ACTIONS

The Parties shall at all times comply with and observe all applicable federal, state, and local laws, ordinances, and regulations that are in effect during the term of this Contract that may affect 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.

13. DELAY AND REMEDY

In case of failure to deliver Deliverables or Services in accordance with this Contract which the Contractor is unable to cure in accordance with Sections 33 (Receipt of Deliverables) and 34 (Performance) hereof or otherwise in accordance with other cure rights set forth in this Contract, the State may, upon written notice to the Contractor, procure such Deliverables or Services with comparable functionality from other sources as necessary. The Contractor shall be responsible for the additional cost, including the cost of re-procurement, purchase price and administrative fees upon presentation to the Contractor of documentation evidencing such costs. This remedy shall be in addition to any other legal remedies available to the State.

14. WORK CENTER CRITERIA

The Contractor shall implement processes that allow Agencies to satisfy the State's obligation to purchase goods and services produced by Work Centers certified under the State’s Work Center Law, §16.752, Wis.

Stat. The Contractor shall include goods provided by Work Centers in its catalog for Agencies and block the sale of comparable items to Agencies.

15. 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.

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 13 of 27 Sh2686 ROME 1-33BQB5M

16. CONTRACTOR’S INSURANCE RESPONSIBILITY

All insurance coverage provided relative to this Contract shall be PRIMARY and NON-CONTRIBUTING to any comparable liability insurance (including self-insurances) carried by the State.

The insurance must be written for not less than any minimum coverage specified in this Contract or required by law, whichever is greater.

The insurers selected by the Contractor must have an A.M. Best rating of A minus or better, or as otherwise approved in writing by the State, or if the ratings are no longer available, with a comparable rating from a recognized insurance rating agency. All policies of insurance required in this Contract must be issued by companies that have been approved to do business in the State.

Where specific limits are shown, they are the minimum acceptable limits. The Contractor is required to pay for and provide the type and amount of insurance below.

16.1. Commercial General Liability. Insurance shall be at the following minimum coverage:

$2,000,000 General Aggregate Limit other than Products/Completed Operations

$2,000,000 Products/Completed Operations Aggregate Limit

$1,000,000 Personal & Advertising Injury Limit

$1,000,000 Each Occurrence Limit

Commercial General Liability policy shall be endorsed using ISO forms CG 2010 and CG 2037 (or equivalent) with respect to additional insured, including completed operations.

The Contractor must list the State of Wisconsin, its departments, divisions, agencies, offices, commissions, officers, employees and agents as ADDITIONAL INSUREDS on the Commercial General Liability certificate. The Contractor also agrees to provide evidence that insurance policies contain a waiver of subrogation by the insurance company.

16.2. Auto Liability Insurance. If a motor vehicle is used to provide services or products under the Contract, the Contractor must have vehicle liability insurance on any auto including owned, hired and non-owned vehicles used in Contractor‘s business for bodily injury and property damage as required by law.

The Contractor also agrees to provide evidence that insurance policies contain a waiver of subrogation by the insurance company.

16.3. Workers’ Compensation Coverage. Workers’ compensation coverage must be provided according to applicable laws governing the employees and employers work activities in the state of the Contractor’s domicile. If a self-insurer provides the applicable coverage, proof must be provided of approved self-insured authority by the jurisdiction of domicile. For employees working outside of the state of qualification, Contractor must provide appropriate certificates of insurance proving mandated coverage levels for the jurisdictions where the employees’ activities occur.

Any certificates of insurance received must also provide a list of states where the coverage is applicable.

The Contractor also agrees to provide evidence that insurance policies contain a waiver of subrogation by the insurance company. This provision must not be applicable where prohibited or limited by the laws of the jurisdiction in which the work is to be performed.

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 14 of 27 Sh2686 ROME 1-33BQB5M

16.4. Employer’s Liability. Insurance with the following minimum limits:

$100,000 each accident

$100,000 each employee by disease

$500,000 aggregate disease

16.5. Employee Fidelity/Commercial Crime. The State requires Employee Fidelity, including Computer Crimes, insurance, providing coverage for direct loss to the State and any legal liability of the State arising out of or related to fraudulent or dishonest acts committed by the employees of Contractor or its Subcontractors, acting alone or in collusion with others, in a minimum amount of one million dollars ($1,000,000.00).

16.6. Excess Liability. The State requires Umbrella or Excess Liability Insurance in a minimum amount of three million dollars ($3,000,000.00), which must apply, at a minimum, to the insurance required in Subsection 16.1 (Commercial General Liability) above. Contractor may use any combination of primary and excess to meet required total limits

16.7. Professional Liability (Errors and Omissions) Insurance. The State requires professional liability coverage with the following minimums: ten million dollars ($10,000,000.00) each claim or wrongful act and ten million dollars ($10,000,000.00) annual aggregate.

Professional Liability/Privacy Liability Insurance shall cover all acts, errors, omissions, negligence and network risks including coverage for unauthorized access, failure of security, breach of privacy perils, as well as notification costs and regulatory defense in the performance of service for the State of Wisconsin, Such insurance shall be maintained in force at all times during the term of the agreement and for a period of three (3) years thereafter for services completed during the term of the agreement.

16.8. Subcontractor Insurance Coverage. Except where the State has approved in writing a Contractor subcontract with other insurance provisions, Contractor must require all of its Subcontractors under this Contract to purchase and maintain the insurance coverage as described in this section for the Contractor in connection with the performance of work by those Subcontractors.

Alternatively, Contractor may include any Subcontractors under Contractor’s insurance on the coverage required in this section. Subcontractor(s) must fully comply with the insurance coverage required in this section. Failure of Subcontractor(s) to comply with insurance requirements does not limit Contractor’s liability or responsibility.

16.9. Certificates of Insurance and Other Requirements. Contractor must furnish to the State, certificate(s) of insurance verifying insurance coverage or providing satisfactory evidence of self-insurance as required in this section (the “Certificates”). The Certificate must be on the standard “accord” form or equivalent. The Contract Number or the Purchase Order Number must be shown on the Certificate of Insurance to Assure Correct Filing. All Certificate(s) are to be prepared and submitted by the Insurance Provider. Contractor shall provide at least thirty (30) days advanced written notice to the state of any cancellation or non renewal of any required coverage that is not replaced. The Contractor is responsible to provide this notice upon receipt and must include the Contract or Purchase Order number affected. Before the Contract is signed, and not less than twenty (20) days before the insurance expiration date every year thereafter, the Contractor must provide evidence that the State and its agents, officers and employees are listed as additional insured under each commercial general liability and commercial automobile liability policy. In the event the State approves the representation of the State by the insurer’s attorney, the attorney may be required to be designated as a Special Assistant Attorney General by the Attorney General of the State of Wisconsin.

The Contractor must maintain all required insurance coverage throughout the term of the Contract and any extensions and, in the case of claims-made Commercial General Liability policies, must secure tail coverage for at least three years following the expiration or termination for any reason of this Contract. The minimum limits of coverage specified above are not intended, and must not be construed; to limit any

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 15 of 27 Sh2686 ROME 1-33BQB5M liability or indemnity of Contractor under this Contract to any indemnified party or other persons.

Contractor is responsible for all deductibles with regard to the insurance. If the Contractor fails to pay any premium for required insurance as specified in this Contract, or if any insurer cancels or significantly reduces any required insurance as specified in this Contract without the State’s written consent, then the State may, after the State has given the Contractor at least thirty (30) days written notice, pay the premium or procure similar insurance coverage from another company or companies. The State may deduct any part of the cost from any payment due the Contractor, or the Contractor must pay that cost upon demand by the State.

17. NONDISCRIMINATION AND AFFIRMATIVE ACTION

The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, national origin, developmental disability as defined in § 51.01(5), Wis. Stats., or sexual orientation as defined in §111.32(13m), Wis. Stats. This provision shall include, but is not limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor shall take affirmative action to ensure equal employment opportunities.

Unless exempted by workforce size (50 or fewer employees) or Contract amount ($50,000 or less), the Contractor must submit a written affirmative action plan to the State.

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

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

termination of this Contract as provided in Section 8 (Contract Cancellation) herein, designation of the Contractor as "ineligible" for future consideration as a responsible, qualified Proposer or proposer for State contracts, or withholding of a payment due under the Contract until the Contractor is in compliance

18. STATE PAYMENT OFFSETS FOR CONTRACTOR’S TAX DELINQUENCY

In accordance with Wis. Stat. ss. 16.767 and 73.12, the State may offset payments made to the Contractor under this Contract in an amount necessary to satisfy a certified or verifiable delinquent tax liability owed to the State, or to any state or local unit of government. The State also reserves the right to cancel this Contract as provided in Section 8, Contract Cancellation, if the delinquency is not satisfied by the offset or other means during the term of the Contract.

19. CONTRACTOR INDEMNIFICATION

19.1. General Indemnity. Contractor shall hold the State harmless and shall defend and indemnify the State, its Agencies, officers and employees against any and all third party claims, suits, actions, liabilities and costs of any kind, including attorney's fees, for personal injury or damage to real or tangible personal property to the extent that such liability, loss, damage or expense was proximately caused by the negligent acts or omissions or the willful misconduct of the Contractor, its agents, officers, employees or Subcontractors in performing Services or providing Deliverables under this Contract . Contractor shall not be liable under Section 19.1 (General Indemnity) for damages caused by services or equipment that is not furnished by Contractor or its Subcontractors under this Contract. Section 19.2 (Limitation of Liability) below, shall control with respect to the process for invoking defense or settlement of a third Party claim under this section.

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 16 of 27 Sh2686 ROME 1-33BQB5M

19.2. Limitation of Liability. Contractor’s entire liability to the State for claims or damages arising under this Contract shall be limited to proven direct damages and shall not exceed, during any twelve (12) month period, an amount equal to the total net charges incurred by the State for Services and Deliverables during the twelve (12) month period preceding the month in which the claim arose. IN FURTHERANCE OF THE FOREGOING, CONTRACTOR WILL NOT BE LIABLE

TO THE STATE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL

DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE,

SAVINGS OR REVENUES OR FOR INCREASED COSTS OF OPERATIONS.

19.3. THE LIMITATIONS SET FORTH IN SECTION 19.2 (LIMITATION OF LIABILITY) ABOVE SHALL

NOT APPLY TO PROVEN DAMAGES RESULTING FROM: (A) BODILY INJURY, DEATH OR DAMAGE

TO REAL OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY CONTRACTOR’S

NEGLIGENCE; (B) LOSSES ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL

MISCONDUCT OF CONTRACTOR; AND (C) LOSSES ARISING OUT OF CONTRACTOR’S

OBLIGATIONS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE STATE AGAINST THIRD

PARTY CLAIMS AS SET FORTH IN SECTIONS Section 19.2 (Limitation of Liability), Section 20.2 (Equitable Relief) and Section 21 (Intellectual Property Infringement) OF THE CONTRACT.

19.4. The limitations in this Section 19.2 (Limitation of Liability) shall not limit the State’s responsibility for the payment of all properly due charges under this Contract or prevent either Party from seeking injunctive or other equitable relief.

19.5. Application and Survival. The disclaimer of warranties and limitations of liability set forth in this Contract will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise, of whether damages were foreseeable and of whether a Party was advised of the possibility of such damages and will apply so as to limit the liability of each Party their respective employees, agents, directors, subcontractors and suppliers.

20. CONFIDENTIAL INFORMATION

20.1. Disclosures. In connection with the Contractor’s performance hereunder, it may be necessary for the State to disclose to the Contractor Confidential Information. The Contractor shall not use such information for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractor shall hold all such information in confidence, and shall not disclose such information to any persons other than its directors, officers, employees, and agents who have a business-related need to have access to such information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract.

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

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

The Contractor shall maintain all such information for a period of three (3) years from the date of termination of this Contract, and shall thereafter return or destroy said information as directed by the State.

State of Wisconsin Contract #505004-O14-BCNMGSRVCS-01 (07/19/16) 17 of 27 Sh2686 ROME 1-33BQB5M

20.2. Equitable Relief; Indemnification in Event of Contractor Breach.

(a) 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…