M4025 - Signed Participating Addendum.pdf

STATE OF NEW JERSEY

PARTICIPATING ADDENDUM

PURSUANT TO

OMNIA PARTNERS, PUBLIC SECTOR CONTRACT FOR

OFFENDER MONITORING SOLUTIONS

CITY OF MESA, ARIZONA, Solicitation # 2022118

This Participating Addendum is made by and between, BI Incorporated (d/b/a BI Inc.), whose address is 6265 Gunbarrel Ave., Suite B, Boulder, Colorado 80301 (“Contractor”), and the State of New Jersey, Department of the Treasury, Division of Purchase and Property (“State”) whose address is 33 West State Street, 8th Floor, P.O. Box 039, Trenton, New Jersey 08625, on behalf of the State of New Jersey and all “Authorized Purchasers”, as defined below. For clarification of references throughout this document, the term “State,” in any form, refers to the State and any Authorized Purchaser, unless otherwise indicated. Capitalized terms used but not defined shall have the meaning ascribed to them in the Master Agreement.

WHEREAS, pursuant to N.J.S.A. 52:34-6.2, the Director of the Division of Purchase and Property (“Director”), within the New Jersey Department of the Treasury (“Division”) “may enter into cooperative purchasing agreements with one or more states for the purchase of goods and services;” and

WHEREAS, the City of Mesa, Arizona (“Lead Agency”) and Contractor have entered into Master Agreement # 2022118 (“Master Agreement”) in accordance with the City of Mesa, Arizona’s Solicitation for Offender Monitoring Solutions (“Solicitation”); and

WHEREAS, the Director has determined that entering into a Participating Addendum with the Contractor is the most cost-effective method of procuring these products and services, and that it is in the best interest of the State to enter into a Participating Addendum with Contractor; and

WHEREAS, the parties seek to enter into this Participating Addendum to memorialize the terms of their contractual relationship;

NOW THEREFORE, for good and valuable consideration, receipt of which hereby acknowledged, the parties to this Participating Addendum hereby agree as follows:

1.0 Term and Extension Option; Order of Precedence; Entire Agreement:

A. The term of this New Jersey Participating Addendum shall be effective from the Effective Date which is the last date signed below and shall continue for a period ending on the Termination Date of the Master Agreement or when this Participating Addendum is terminated in accordance with the Master Agreement or this New Jersey Participating Addendum, whichever shall occur first.

B. The entire agreement, and all rights and obligations between the parties, shall consist of the following documents (which shall be collectively referred to as the “New Jersey Participating Addendum”):

1. This Participating Addendum or Agreement,

2. The State of New Jersey Software as a Solution (“SaaS”) Supplement, attached hereto as

Exhibit A;

3. The State of New Jersey Standard Terms and Conditions (“State’s Standard Terms and

Conditions”), attached hereto as Exhibit B;

4. The Master Agreement, including its attachments and exhibits, attached hereto as Exhibit C;

a. The Solicitation, as amended by the Lead State’s Question and Answer process, and Award Notice, located in Exhibit B, and incorporated herein by reference as Exhibit D;

b. The Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead Agency, incorporated herein by reference as Exhibit E; and

5. Future order specific documents, in the following order:

a. A Contractor supplied proposal as applicable, approved in writing by the Authorized

Purchaser;

b. A Purchase Order issued by an Authorized Purchaser against the New Jersey

Participating Addendum;

The documents comprising the New Jersey Participating Addendum shall be read to be consistent and complimentary. In the event of any conflict between the terms of the documents comprising the

Docusign Envelope ID: 277024FB-5715-4C48-8CA0-82064917A42E

New Jersey Participating Addendum, the conflict shall be resolved by giving priority to the documents in the order listed above.

C. The New Jersey Participating Addendum sets forth the entire agreement between the parties and supersedes all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.

D. Terms and conditions, including but not limited to any software license or service level agreement, applicable to the New Jersey Participating Addendum are those expressly accepted by the Lead Agency, attached to the Master Agreement as an Exhibit or an Attachment as of the Effective Date of this New Jersey Participating Addendum, as may be superseded, amended or rejected by this New Jersey Participating Addendum.

E. Amendments – This New Jersey Participating Addendum may not be amended except in a writing signed by both parties.

F. In the event the Lead Agency approves Contractor to offer new or additional Products and Services under the Master Agreement after the Effective Date of this New Jersey Participating Addendum and such Products or Services incorporate any different, inconsistent, or additional terms into the Master Agreement, including, but not limited to any software license agreement or service level agreement, such terms and conditions shall not be made part of the New Jersey Participating Addendum without a written amendment to the New Jersey Participating Addendum signed by both parties.

G. In the event that Contractor presents terms and conditions, including but not limited to software license agreement or service level agreement, in response to an order by an Authorized Purchaser, through any medium whatsoever, that have not been previously accepted by the Division as part of this New Jersey Participating Addendum, or as an amendment to this New Jersey Participating Addendum, such terms and conditions are expressly rejected and shall not become part of the New Jersey Participating Addendum.

H. References to external documentation

1. Any external information incorporated by reference within any of the documents comprising the

New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference within any of the documents comprising the New Jersey Participating Addendum may be accepted, but must be explicitly set forth in Section 4.0 herein, or as an exhibit to this New Jersey Participating Addendum.

2. Any changes in the information incorporated by reference by any of the documents that comprise the New Jersey Participating Addendum, including, without limitation, click-through, shrink-wrap, software license agreements or service level agreements, are subject to the terms and conditions of this New Jersey Participating Addendum. In the event of a conflict, the terms of this New Jersey Participating Addendum shall prevail. Additional terms and conditions contained in a document incorporated by reference may be accepted, but must be explicitly set forth in Section 4.0 herein, or as an exhibit to this New Jersey Participating Addendum.

2.0 Scope of Services

A. The scope of Products and Services that may be purchased by Authorized Purchasers shall be those products and Service offerings awarded under the Master Agreement, subject to restrictions, if any, set forth below:

1. Software

a) Software is restricted to operating systems, and is subject to equipment configuration limits.

b) Any software purchased must be directly related and/or required for the functionality of the equipment procured under this Participating Addendum.

2. Cloud Services

a) Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.

b) Any Cloud Service purchased as result of this Participating Addendum must be in direct connection with an offender monitoring solution offered under the Master Agreement.

Authorized Purchasers requiring Cloud Services that are not covered under this Master Agreement may utilize New Jersey Contract M4002 – NASPO ValuePoint Cloud Solutions where applicable, and deemed appropriate by their procurement or purchasing authority. Authorized Purchasers shall refer to the Method of Operation for more detail.

3. Additional Product/Services

a) Any and all services or products must be related to the procurement of equipment and/or the maintenance of equipment covered under the Scope of Work awarded under the Lead Agency Master Agreement.

b) Unbundled wireless phone and internet service not allowed.

B. Any restrictions or limitations regarding use of this New Jersey Participating Addendum will be set forth in this Method of Operation, as may be amended from time to time post on the State’s website.

C. Each Authorized Purchaser is responsible for the full cost of purchases made under this New Jersey Participating Addendum.

3.0 Definitions

A. “Authorized Purchasers” under this Participating Addendum shall mean:

1. Any State-Level government agency, department, office, instrumentality, division, unit or other entity in the Executive Branch (“State Purchasers”);

2. Any county, borough, city, municipality, town, township, special purpose district, or other political subdivision of the State;

3. Quasi-state agencies as defined in N.J.S.A. 52:27B-56.1 as any agency, commission, board, authority or other such governmental entity which is established and is allocated to a State department or any bi-state governmental entity of which the State of New Jersey is a member;

4. School districts per N.J.S.A. 52:25-16.1;

5. Volunteer fire departments, volunteer first aid squads and rescue squads per N.J.S.A. 52:25-

16.2; and

6. Independent institutions of higher education per N.J.S.A. 52:25-16.5;

7. County colleges per N.J.S.A. 18A:64A-25.9;

8. State colleges per N.J.S.A. 18A:64-60; or

9. Any legal successor in interest to any entity above.

4.0 Modifications to the Terms of the Master Agreement, and State of New Jersey Standard Terms and Conditions

A. Master Agreement

1. Master Agreement Section 3, Orders, is hereby deleted in its entirety and replaced with the following:

3. Orders. Orders are placed with the Contractor by issuance of a purchase order. Authorized Purchasers may use the NJSTART system, electronic mail, or other mutually acceptable means to communicate with Contractor and to place orders.

2. Master Agreement Section 6, Insurance, is hereby deleted in its entirety and replaced with the following:

6. INSURANCE

The Contractor shall secure and maintain in force for the term of the Contract insurance as provided herein. All required insurance shall be provided by insurance companies with an A- VIII or better rating by A.M. Best & Company. All policies must be endorsed to provide 30 days’ written notice of cancellation or material change to the State of New Jersey at the address shown below. If the Contractor’s insurer cannot provide 30 days written notice, then it will become the obligation of the Contractor to provide the same. The Contractor shall provide the State with current certificates of insurance for all coverages and renewals thereof.

Renewal certificates shall be provided within 30 days of the expiration of the insurance. The Contractor shall not begin to provide services or goods to the State until evidence of the required insurance is provided. The certificates of insurance shall indicate the Contract number or purchase order number and title of the Contract in the Description of Operations box and shall list the State of New Jersey, Department of the Treasury, Division of Purchase & Property, Contract Compliance & Audit Unit, P.O. Box 236, Trenton, New Jersey 08625 in the Certificate Holder box. The certificates and any notice of cancelation shall be emailed to the State at:

ccau.certificate@treas.state.nj.us

The insurance to be provided by the Contractor shall be as follows:

a. Occurrence Form Commercial General Liability Insurance or its equivalent: The minimum limit of liability shall be $1,000,000 per occurrence as a combined single limit for bodily injury and property damage. The above required Commercial General Liability Insurance policy or its equivalent shall name the State, its officers, and employees as “Additional Insureds” and include the blanket additional insured endorsement or its equivalent. The coverage to be provided under these policies shall be at least as broad as that provided by the standard basic Commercial General Liability Insurance occurrence coverage forms or its equivalent currently in use in the State of New Jersey, which shall not be circumscribed by any endorsement limiting the breadth of coverage.

b. Automobile Liability Insurance which shall be written to cover any automobile used by the insured. Limits of liability for bodily injury and property damage shall not be less than $1,000,000 per occurrence as a combined single limit. The State must be named as an “Additional Insured” and a blanket additional-insured endorsement or its equivalent must be provided when the services being procured involve vehicle use on the State’s behalf or on State controlled property.

c. Worker’s Compensation Insurance applicable to the laws of the State of New Jersey and Employers Liability Insurance with limits not less than:

$1,000,000 BODILY INJURY, EACH OCCURRENCE;

$1,000,000 DISEASE EACH EMPLOYEE; and

$1,000,000 DISEASE AGGREGATE LIMIT.

d. Professional Liability Insurance: The Contractor shall provide Errors and Omissions, Professional Liability Insurance and/or Professional Liability Malpractice Insurance to protect the Contractor from insured liability arising out of the professional obligations performed pursuant to the requirements of this Contract. The insurance shall be in the amount of $2,000,000 per claim and in the aggregate. If the Contractor has claims-made coverage and subsequently changes carriers during the term of the Contract, the new Errors and Omissions, Professional Liability Insurance and/or Professional Malpractice shall provide for retroactive coverage to the inception date of this Contract or earlier.

Notwithstanding anything to the contrary herein, Contractor may meet the above insurance requirements via commercial insurance, self-insurance, or a combination of these options at Contractor’s sole discretion. In addition, any combination of Primary, Umbrella, or Excess Liability policies may be used to meet any coverage or limits requirements listed above.

3. Unless expressly modified by this New Jersey Participating Addendum, any City of Mesa-specific term incorporated into the Master Agreement or the RFP is superseded by the applicable New Jersey term..

4. Master Agreement Exhibit A, Section 13, Attorneys’ Fees, is hereby deleted in its entirety.

5. Master Agreement Exhibit A, Section 14, Advertising/Promotions, is hereby deleted in its entirety.

6. Master Agreement Exhibit C, Mesa Standard Terms and Conditions, is hereby deleted in its entirety.

7. Master Agreement Exhibit C, Section 24, Indemnification; Liability, is hereby deleted in its entirety and replaced with the following:

34. INDEMNIFICATION

A. CONTRACTOR RESPONSIBILITIES - The Contractor’s liability to the State and its employees in third party suits shall be as follows:

1. The Contractor shall indemnify, defend, and save harmless the State and its officers, agents, servants and employees, from and against any and all third-party claims, demands, suits, actions, recoveries, judgments and costs and expenses in connection therewith:

i. For or on account of the loss of life, tangible property (not including lost or damaged data) or injury or damage to the person, body or property (not including lost or damaged data) of any person or persons whatsoever, which shall arise from or result directly or indirectly from the work and/or products supplied under the contract or the order; and

ii. For or on account of the use of any patent, copyright, trademark, trade secret or other proprietary right of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance (“Intellectual Property Rights”) furnished or used in the performance of the contract; and

iii. The Contractor’s indemnification and liability under the above Section 34(A)(1) is not limited by, but is in addition to the insurance obligations contained in Section 4.2 of the State of New Jersey’s Standard Terms and Conditions.

2. In the event of a claim or suit involving third-party Intellectual Property Rights, the Contractor, at its option, may: (a) procure for the State the legal right to continue the use of the product; (b) replace or modify the product to provide a non-infringing product that is the functional equivalent; or in the event that Contractor cannot do (a) or (b), (c) refund the purchase price less a reasonable allowance for use that is agreed to by both parties.

3. In the event of a claim or suit involving third-party Intellectual Property Rights, the State will (a) promptly notify Contractor in writing of the claim or suit; and (b) Contractor shall have control of the defense and settlement of any claim that is subject to the above Section 34(A)(1); provided, however, that the State must approve any settlement of the alleged claim, which approval shall not be unreasonably withheld. The State may observe the proceedings relating to the alleged claim and confer with the Contractor at the State’s expense. Furthermore, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of the State of New Jersey or any Authorized Purchaser, nor purport to act as legal representative of the State of New Jersey or any Authorized Purchaser, without having provided notice to the Director of the Division of Law in the Department of Law and Public Safety and to the Director . The State of New Jersey may, at its election and expense, assume its own defense and settlement.

4. Notwithstanding the foregoing, Contractor has no obligation or liability for any claim or suit concerning third-party Intellectual Property Rights arising from: (1) the State’s unauthorized combination, operation, or use of a product supplied under this contract with any product, device, or software not supplied by Contractor; (2) the State’s unauthorized alteration or modification of any product supplied under this contract;

(3) the Contractor’s compliance with the State’s designs, specifications, requests, or instructions, provided that if the State provides Contractor with such designs, specifications, requests, or instructions, Contractor reviews same and advises that such designs, specifications, requests or instructions present potential issues of patent or copyright infringement and the State nonetheless directs the Contractor to proceed with one or more designs, specifications, requests or instructions that present potential issues of patent or copyright infringement; or (4) the State’s failure to promptly implement a required update, use a new version of the product, or to make a change or modification to the product if requested in writing by Contractor.

5. Contractor will be relieved of its responsibilities under the above Subsection 34(A)(1)(i), (ii), and (iii) for any claims made by an unaffiliated third party that arise solely from the actions or omissions of the State, its officers, employees or agents.

6. This section states the entire obligation of Contractor and the exclusive remedy of the State, in respect of any infringement or alleged infringement of any Intellectual Property Rights. This indemnity obligation and remedy are given to the State solely for its benefit and in lieu of, and Contractor disclaims, all warranties, conditions and other terms of non-infringement or title with respect to any product.

7. The provisions of this indemnification clause shall in no way limit the Contractor’s obligations assumed in the contract, nor shall they be construed to relieve the Contractor from any liability, nor preclude the State from taking any other actions available to it under any other provisions of the contract or otherwise at law or equity, except as otherwise provided in the above Section 34(A)(5).

8. The Contractor agrees that any approval by the State or Authorized Purchaser of the work performed and/or reports, plans or specifications provided by the Contractor shall not operate to limit the obligations of the Contractor assumed in the contract.

9. The State of New Jersey will not indemnify, defend or hold harmless the Contractor.

The State will not pay or reimburse for claims absent compliance with the below Section 34(B) and a determination by the State to pay the claim or a final order of a court of competent jurisdiction.

B. STATE RESPONSIBILITIES - Subject to the New Jersey Tort Claims Act (N.J.S.A. 59:1- 1 et seq.), the New Jersey Contractual Liability Act (N.J.S.A. 59:13-1 et seq.) and the appropriation and availability of funds, the State will be responsible for any cost or damage arising out of actions or inactions of the State, its employees or agents under the above Section 34(A)(1)(i), (ii), and (iii) which results in an unaffiliated third party claim. This is Contractor’s exclusive remedy for these claims.

B. State of New Jersey Standard Terms and Conditions

A. Section IV. B. 4.1 of the State of New Jersey’s Standard Terms and Conditions, Indemnification, is deleted in its entirety and replaced with the language provided for in New Jersey Participating Addendum Section 4.A.7.

B. Section IV. C. 4.2 of the State of New Jersey’s Standard Terms and Conditions, Insurance, is deleted and replaced with the language provided for in New Jersey Participating Addendum Section 6, Insurance.

C. Section IV. D. 4.3 of the State of New Jersey Standard Terms and Conditions

Supplement, “Limitations of Liability for Standard Technology Contracts”, is hereby deleted in entirety and replaced with the following:

35. LIMITATION OF LIABILITY

a. The Contractor’s liability for actual, direct damages resulting from the Contractor’s performance or non-performance of, or in any manner related to, the contract for any and all third party claims, shall be limited in the aggregate to 200% of the fees paid by the Authorized Purchaser(s) during the previous twelve months or to Contractor for the products or services giving rise to such damages. Notwithstanding the preceding sentence, in no event shall the limit of liability be less than $100,000. This limitation of liability shall not apply to the following:

i. The Contractor’s indemnification obligations as described in Section 4.1; and

ii. The Contractor’s breach of its obligations of confidentiality described in State of New

Jersey’s Standard Section 5.23; and

iii. New Jersey Participating Addendum Section 4.B.3 below.

b. The Contractor shall not be liable for punitive, special, indirect, incidental, or consequential damages.

D. Section 6.1, entitled "Price Fluctuation During Contract" is hereby modified to include the following as the final paragraph:

Notwithstanding anything to the contrary, the State accepts any price changes approved by the Lead State in accordance with Master Agreement Section 4 Product and Pricing Change Requests.

E. The following are hereby added to the State of New Jersey’s Standard Terms and

Conditions:

At no time shall any data or processes, which either belongs to or are intended for the use of State or its officers, agents, or employees, be copied, disclosed, or retained by the Contractor or any party related to the Contractor for subsequent use in any capacity that does not include the State.

5.0 Miscellaneous

A. No Waiver - No term or provision of this New Jersey Participating Addendum shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided in the waiver or consent.

B. Dispute Resolution - The State and Contractor will attempt to resolve any dispute through face-to-face negotiation (which may be virtually) with persons fully authorized to resolve the dispute or through non-binding mediation utilizing a mediator agreed to by the parties, rather than through litigation. No formal proceedings for the judicial resolution of such dispute, except for the seeking of equitable relief or those required to avoid non-compliance with the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq., may begin until either such persons conclude, after a good faith effort to resolve the dispute, that resolution through continued discussion is unlikely.

C. Arbitration or Mediation – Any provision regarding arbitration or binding mediation within the Master

Agreement is deleted in its entirety.

D. In accordance with N.J.A.C. 17:12-1B.2, notwithstanding anything to the contrary in the Master

Agreement or any other documents comprising the New Jersey Participating Addendum, under no circumstances does the State agree to indemnify or hold harmless Contractor, or other person or business entity, by entering into the New Jersey Participating Addendum and any such provision in the Master Agreement or such other documents shall be of no force and effect.

E. Notwithstanding anything to the contrary in the Master Agreement or any other documents comprising the New Jersey Participating Addendum, the State shall not be responsible for the Contractor’s attorney fees and/or expenses.

F. Notwithstanding anything to the contrary in the Master Agreement or any other documents comprising the New Jersey Participating Addendum, the State does not agree to auto-renewal of maintenance, technical support, service fees, subscription fees or any other product or service requiring periodic renewal.

G. State Intellectual Property –The State retains ownership of all State Intellectual Property provided to the Contractor pursuant to the Agreement. State Intellectual Property includes any intellectual property owned by the State. The State grants the Contractor a non-exclusive, royalty-free, license to use, copy, display, distribute, transit and prepare derivative works of State Intellectual Property and State data and information only to fulfill the purposes of the Agreement. The State’s license to the Contractor is limited by the term of the Agreement and the confidentiality obligations set forth in Section 5.Q Miscellaneous (Compliance – Data and Privacy Laws) of this New Jersey Participating Addendum.

H. Notwithstanding anything to the contrary in the Master Agreement, the Contractor's software agreement or services agreement, the State makes no warranties unless they are expressly stated in this New Jersey Participating Addendum.

I. A liquidated damages provision, if any, must be agreed to and signed by both parties and stated in the purchase order issued pursuant to this New Jersey Participating Addendum in order to be in effect.

J. The Contractor shall not have the right to terminate this New Jersey Participating Addendum. Any provisions in the Master Agreement regarding the Contractor's right to terminate or cancel this New Jersey Participating Addendum are superseded by and replaced in their entirety by this Section 5.J of this New Jersey Participating Addendum. However, in the event that an Authorized Purchaser violates its obligations under this New Jersey Participating Addendum, Contractor may refuse to accept or process orders from such Authorized Purchaser immediately upon written notice to the

State and such Authorized Purchaser, until such time as Authorized Purchaser submits a plan to correct such violations satisfactory to Contractor, which approval will not be unreasonably withheld.

Notwithstanding anything to the contrary, Contractor shall continue to process orders submitted by other Authorized Purchasers.

K. Open Public Records Act – All documents and information submitted by Contractor to the State under this New Jersey Participating Addendum are considered public information, notwithstanding any disclaimers to the contrary submitted by Contractor, except as may be exempted from public disclosure by the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1 et seq., and the common law.

L. Required Summary and Detailed Sales Reporting - The Contractor shall deliver a copy of the required summary and detailed sales reports described in Section 4, Tab 2, Subsection 2.a of the Omnia Solicitation #2022118 (“Omnia Report”) to the Procurement Specialist and State Contract Manager within ten (10) days of providing the Reports to the Lead Agency and Omnia. The Reports shall be limited to Sales made to Authorized Purchasers under this Participating Addendum.

M. Procurement Efficiency Program

1. Quarterly Sales Reporting - The Contractor shall submit a Sales Report documenting all sales made under this New Jersey Participating Addendum. The Sales Report shall be submitted directly to Periscope using the NJSTART system no later than thirty (30) calendar days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. The Sales Report must contain the following information:

Complete and accurate details of all sales, credits, returns, refunds, and the like for the reporting quarter;

Authorized Purchasers;

Total of Supplier Convenience Fee amount due for the reporting quarter;

Such other information as the State may reasonably request; and If no sales were made to the State during the reporting quarter, then a report shall be submitted showing zero sales and zero Supplier Convenience Fee due.

Quarterly Sales Reporting and remittance of the Supplier Convenience Fee shall begin on the first calendar quarter starting after the effective date of this New Jersey Participating Addendum.

2. Supplier Convenience Fee – For all purchases made under this New Jersey Participating Addendum, the Contractor shall remit the Supplier Convenience Fee in the amount of one percent (1%) of all purchases to Periscope Holdings, Inc. (Periscope).

3. Remittance of the Supplier Convenience Fee – On a quarterly basis, the Contractor shall remit the Supplier Convenience Fee directly to Periscope Holdings, Inc. (Periscope) no later than thirty (30) days after the end of each calendar quarter. The calendar quarters will end March 31, June 30, September 30, and December 31. Failure to remit the Supplier Convenience Fee timely and accurately may result in Contractor’s goods and/or services being made ineligible for purchase through the NJSTART Marketplace.

4. Retention and Inspection of Records and Audit – Catalog Enablement - The Contractor shall cooperate with the State and/or Periscope as requested to upload catalog items and pricing consistent with the awarded Participating Addendum to the NJSTART Marketplace module within thirty days (30) of the Participating Addendum award.

N. Delivery Guarantees

1. Deliveries shall be made in accordance with the terms of the Master Agreement. Notwithstanding anything to the contrary in any Master Agreement, the State shall not pay shipping charges for failure to meet a minimum shipment amount.

2. In the event delivery of goods or services is not made within the number of days stipulated, the State shall be authorized to obtain the product or service from any available source.

3. The Contractor shall be responsible for the delivery of new or “like-new” products in accordance with good commercial practice.

O. Authorized Resellers/Distributors and Subcontractors:

Contractor has the right to utilize Authorized Resellers/Distributors (hereinafter Distributors) for direct order taking, processing, fulfillment or provisioning. This Participating Addendum may not be subcontracted or assigned by the Contractor, in whole or in part, without the prior written consent of the Director, which shall not be unreasonably withheld. Such consent, if granted, shall not relieve the Contractor of any responsibilities under this Participating Addendum. For the avoidance of doubt, the Contractor shall be responsible for obtaining all required forms from each Distributor or subcontractor and submit the required forms to the State. The State will not accept forms directly from the Distributor and/or subcontractor. If the Contractor uses a Distributor, the Contractor and the State agree that the Contractor will use no less than a minimum of 2 and no more than a maximum of 17 Distributors.

The Contractor agrees to provide a list of the Distributor(s) that will service this New Jersey Participating Addendum, including the name, address and contact information for each Distributor.

The Contractor will be required to submit the documents set forth in Section 6 - The State of New Jersey Mandatory Certification Requirements, for each Distributor, prior to the Distributor being permitted to perform any work on this New Jersey Participating Addendum.

Distributors may be removed and/or added upon ten (10) business days’ prior written notice to the State during the term of the Participating Addendum, but under no circumstance shall the total number of Distributors exceed the aforementioned Authorized-Distributor maximum. Contractor and the State reserve the right to remove an authorized Distributor at its discretion for cause, not meeting established vendor criteria under the Participating Addendum, or where the addition, or continued use, of the entity would violate any State or federal law or regulation. If an authorized Distributor is removed for any reason, Contractor will name the alternate Distributor responsible to fulfill each pending purchase order and is responsible for any delay to the expected delivery.

P. Performance Guarantee Notwithstanding anything to the contrary in the Master Agreement Terms and Conditions or the Master Agreement, this Section 5.0 prevails over any inspection or acceptance language contained in an Order.

The Contractor hereby certifies that:

1. The equipment offered is standard, new or “like-new” equipment, with available parts regularly used for the type of equipment offered; that such parts are all in production; and that no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice. In the event that a warranty claim occurs during the warranty period as set forth in the Master Agreement, warranty hardware replacement may consist of “like-new” parts.

2. All equipment supplied under the Agreement and operated by electrical current is UL listed where applicable.

3. Contractor warrants that all goods purchased by the State shall be fully operational for the period stated in the Master Agreement from time of acceptance by the State. Authorized Purchaser has sixty

(60) days after Product delivery to inspect the Product for external damage and for any concealed damage (“Acceptance Period”). If external or concealed damage is revealed during the Acceptance Period, then Authorized Purchaser shall notify Contractor. At Contractor’s option, Contractor shall 1) repair such damage, 2) ship a replacement, or 3) refund the purchase price (upon return of the Product). Delivery of goods shall be evidenced by a signed delivery receipt. The Contractor and/or Fulfillment Partner shall render prompt warranty service without charge, regardless of geographic location.

4. Sufficient quantities of parts necessary for proper service to equipment will be maintained at distribution points or service headquarters.

5. Trained and/or Contractor-certified technicians and/or engineers are regularly employed to make necessary repairs to equipment within the time accepted as industry practice.

6. During the warranty period, at Contractor’s sole option, the Contractor shall promptly repair, replace or provide a refund of the purchase price of any product which is rejected for failure to meet and conform with the Contractor’s product specifications. This warranty does not apply to misuse, modification, damages caused by force majeure, as defined in the Master Agreement, or the State’s or other Authorized Purchaser’s failure to follow operation instructions of Contractor.

7. Contractor warrants that during the warranty period, software shall perform substantially in accordance with specifications, from the time of acceptance.

8. Contractor represents and warrants that, at the time of delivery and installation of the software provided pursuant to the Agreement, its product shall be free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required.

All services rendered under the Agreement shall be performed in strict and full accordance with requirements agreed upon at time of Order. The Order shall not be considered complete until final approval by the State is rendered.

Q. Compliance – Data and Privacy Laws

The Contractor agrees to comply with all State and Federal data and privacy laws, rules and regulations applicable to Contractor under the Agreement.

R. Contract Transition - Prior to the termination of this contract, in the event that a new contract is awarded, Contractor hereby acknowledges that any disruption in services being provided under this New Jersey Participating Addendum may have a detrimental impact on the State. Accordingly, the Contractor shall assist with the new transition of the services, including the return or exchange of State-owned data provided under this Contract, to a new contractor so as to avoid a disruption in goods/services to the State. The State contract manager shall provide written notice to the contractor of what is required for a smooth transition.

6.0 The State of New Jersey Mandatory Certification Requirements

The following are the State of New Jersey standard procurement forms and requirements that Contractor agrees to fulfill prior to the Effective Date. Some Authorized Purchasers may have additional requirements when placing an order and Contractor shall comply with same as necessary.

A. Ownership Disclosure (N.J.S.A. 52:25-24.2);

B. Disclosure of Investment Activities in Iran (N.J.S.A. 52:32-55 et. seq.);

C. Disclosure of Investigations and Actions Involving Bidder Form;

D. MacBride Principles (N.J.S.A. 52:34-12.2);

E. Source Disclosure Certification (N.J.S.A. 52:34-13.2);

F. Vendor Certification (P.L. 2005, c.271);

G. New Jersey Business Registration (N.J.S.A. 52:32-44);

H. Proof of insurance as specified herein;

I. Proof of compliance with New Jersey Affirmative Action requirements (N.J.A.C. 17:27-1.1 et. seq.):

i. New Jersey Form AA-302 Affirmative Action Employee Information Report; or

ii. New Jersey Affirmative Action Certificate; or

iii. Federal Affirmative Action Approval Letter.

J. Certification of Non-Involvement Prohibited Activities in Russia or Belarus

7.0 Primary Contacts:

Any notice between the parties provided for in this New Jersey Participating Addendum, or elsewhere in the Master Agreement shall be in writing, and shall be sent both via regular certified mail return receipt requested and via email to the addresses provided. The Parties should give prompt notice to each other if the appropriate person or address changes. The primary contacts for this New Jersey Participating Addendum are as follows:

State of New Jersey – Department of the Treasury – Division of Purchase and Property Name Michael Snyder Title Procurement Specialist Address 33 West State Street, 8th Floor, PO Box 230

Trenton, New Jersey 08625-0230 Telephone (609) 826 - 3532 Fax N/A Email Michael.J.Snyder@treas.nj.gov

New Jersey State Parole Board Name Mary Tempone Title State Contract Manager Address 171 Jersey Street, Trenton, New Jersey 08611 Building 2 Telephone (609) 376 - 0150

Email Mary.tempone@spb.nj.gov

BI Incorporated dba BI Inc.

Name Todd Porter Title Partnership Development Executive Address 6265 Gunbarrel Ave Suite B, Boulder, Colorado 80301 Telephone (410) 303 -3830

Email todd.porter@bi.com

IN WITNESS WHEREOF, the Contractor and the State have caused this New Jersey Participating Addendum to be executed by their authorized representatives and agree that this New Jersey Participating Addendum may be executed in counterparts, each original signed page to become part of the original document.

BI Incorporated dba BI Inc.

Signature

Date

Print Name and Title

The State of New Jersey Department of the Treasury - Division of Purchase and Property

Amy F. Davis, Esq., Acting Director Date

Approved as to Form Matthew J. Platkin, Attorney General State of New Jersey – Department of Law and Public Safety

Signature Date

Print Name and Title

01/16/2026

Raquel Y. Bristol

January 19, 2026

EXHIBITS

EXHIBIT A - The State of New Jersey Software as a Solution (“SaaS”) Supplement

EXHIBIT B - The State of New Jersey Standard Terms and Conditions

EXHIBIT C - The Master Agreement, including its attachments and exhibits

EXHIBIT D - The Solicitation

EXHIBIT E - The Contractor’s response to the Solicitation

EXHIBIT A

The State of New Jersey Software as a

Solution (“SaaS”) Supplement

Software as a Service (“SaaS”) Supplement to the State of New Jersey’s Standard

Rev: 06/1/2021 Page 1 of 6

A. SOFTWARE AS A SERVICE (“SaaS”) SUPPLEMENT TO THE STATE OF NEW JERSEY’S STANDARD TERMS AND CONDITIONS - This Supplement to the State of New Jersey’s Standard Terms and Conditions (“SaaS Supplement”) shall apply to all State purchases of Software as a Service (“SaaS”) products. For the avoidance of doubt, this SaaS Supplement shall not apply to State purchases of Contractor’s on premise Software. The combined terms of the State of New Jersey’s Standard Terms and Conditions and this SaaS Supplement shall prevail over any conflicts set forth in or incorporated by reference into a Contractor’s Standard Form Agreement, license, service or other agreement (“SFA”). In the event of a conflict between the terms of the SaaS Supplement and the State of New Jersey’s Standard Terms and Conditions, this SaaS Supplement shall prevail.

B. DEFINITIONS – All capitalized terms used in this SaaS Supplement shall have the same meaning as stated in the State of New

Jersey’s Standard Terms and Conditions. In addition, the following definitions shall apply:

a. As defined by N.J.S.A. 56:8-161, the term “Breach of Security” means unauthorized access to electronic files, media, or data containing Personal Data that compromises the security, confidentiality, or integrity of Personal Data when access to the Personal Data has not been secured by encryption or by any other method or technology that renders the Personal Data unreadable or unusable. Good faith acquisition of Personal Data by an employee or agent of the Contractor for a legitimate business purpose is not a Breach of Security, provided that the Personal Data is not used for a purposes unrelated to the business or subject to further unauthorized disclosure.

b. The term “End User” means the user of the Contractor’s solution.

c. The term “Mobile Device” means any device used by Contractor that can move or transmit data, including but not limited to laptops, hard drives, and flash drives.

d. The term “Non-Public Data” means data, other than Personal Data, that is not subject to distribution to the public as public information. Non-Public Data is data that is identified by the State as non-public information or otherwise deemed to be sensitive and confidential by the State because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information.

e. The term “Personal Data” means:

i. “Personal Information” as defined in N.J.S.A. 56:8-161, means an individual’s first name or first initial and last name linked with any one or more of the following data elements: (1) Social Security number, (2) driver’s license number or State identification card number or (3) account number or credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account. Dissociated data that, if linked would constitute Personal Information is Personal Information if the means to link the dissociated were accessed in connection with access to the dissociated data. Personal Information shall not include publicly available information that is lawfully made available to the general public from federal, state or local government records, or widely distributed media.

ii. data, either alone or in combination with other data, that includes information relating to an individual that identifies the person or entity by name, identifying number, mark or description that can be readily associated with a particular individual and which is not a public record, including but not limited to, Personally Identifiable Information (PII);

government-issued identification numbers (e.g., Social Security, driver’s license, passport); Protected Health Information (PHI) as that term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164 and defined below;

and Education Records, as that term is defined in the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g.

f. The term “Personally Identifiable Information” or “PII,” as defined by the U.S. Department of Commerce, National Institute of Standards and Technology, means any information about an individual maintained by an agency, including (1) any information that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information,

g. The term “Protected Health Information” or “PHI,” has the same meaning as the term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164 means Individually Identifiable Health Information (as defined below) transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer. The term “Individually Identifiable Health Information” has the same meaning as the term is defined in the regulations adopted pursuant to the Health Insurance Portability and Accountability Act of 1996, P.L. No. 104-191 (1996) and found in 45 CFR Parts 160 to 164 and means information that is a subset of Protected Health Information, including demographic information collected from an individual, and (1) is created or received by a health care provider, health plan, employer or health care clearinghouse;

and (2) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual.

h. The term “Recovery Time Objective” or “RTO,” means the maximum tolerable length of time that the Contractor’s solution may be unavailable after a failure or disaster occurs.

i. The term “Security Incident” means the potential access by non-authorized person(s) to Personal Data or Non-Public Data that the Contractor believes could reasonably result in the use, disclosure, or access or theft of State’s unencrypted Personal Data or Non-Public Data within the possession or control of the Contractor. A Security Incident may or may not turn into a Breach of Security.

Rev: 06/1/2021 Page 2 of 6

j. The term “Service Level Agreement” or “SLA,” means the document that is part of the Contractor’s SFA that typically includes (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) security responsibilities and notice requirements, (5) how disputes are discovered and addressed, and (6) any remedies for performance failures.

k. The term “State Data” means all data and metadata created or in any way originating with the State, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the State, whether such data or output is stored on the State’s hardware, the Contractor’s hardware or exists in any system owned, maintained or otherwise controlled by the State or by the Contractor. State Data includes Personal Data and Non-Public Data.

C. REVISIONS TO THE STATE OF NEW JERSEY’S STANDARD AGREEMENT

1. INDEMNIFICATION – Section 4.1 of the State of New Jersey’s Standard Terms and Conditions is deleted in its entirety and replaced with the following;

4.1 INDEMNIFICATION

A. CONTRACTOR RESPONSIBILITIES - The Contractor’s liability to the State and its employees in third party suits shall be as follows:

1. The Contractor shall indemnify, defend, and save harmless the State and its officers, agents, servants and employees, from and against any and all third party claims, demands, suits, actions, recoveries, judgments and costs and expenses…