MSA0573_AllDocs_EXECUTED.pdf

STATE OF OREGON

MASTER SERVICES AGREEMENT #0573

This Master Services Agreement (this “MSA”) is entered into by and between the State of Oregon acting by and through its Department of Administrative Services (“DASPS”), on behalf of state agencies and members of the Oregon Cooperative Procurement Program (“ORCPP”) collectively referred to as “Authorized Purchasers” and Wireless Watchdogs, LLC a California limited liability company (“Contractor”), both individually without distinction as “Party” and collectively as “Parties”. This MSA is effective as of the Effective Date (defined below).

RECITALS

1. DASPS desires to enter into a MSA with Contractor to provide wireless management services (“WMS”) and related Deliverables (the “Services” as defined below) to Authorized Purchasers as generally described in Description of Services and Pricing (Exhibit B) and as more particularly described in a Service Order Contract (defined below).

2. On September 12, 2019, DASPS issued RFP #DASPS-1446-18.

3. Contractor submitted a proposal and was a successful Contractor and desires to perform the Services for Authorized Purchasers pursuant to the terms of this MSA.

AGREEMENT

In consideration of the foregoing recitals and the mutual terms and conditions set forth below, DASPS and Contractor agree as follows:

1. PURPOSE OF MASTER SERVICES AGREEMENT. This MSA is a Basecamp contract for WMS as more particularly described in the Description of Services and Pricing (Exhibit B) attached hereto and made a part hereof. In providing WMS pursuant to this MSA, Contractor shall comply with all requirements of the Basecamp Vendor Management Program, including, but not limited to the Performance Standards and Metrics (Exhibit E).

This MSA establishes terms and conditions applicable to Contractor and DASPS in connection with the Services, including but not limited to:

1.1. the form of the ordering instruments to be used by Authorized Purchasers and

Contractor to enter into Service Order Contracts (“SOCs”) or other ordering instruments (collectively, “Contracts”);

1.2. the terms and conditions applicable to Contracts;

1.3. the process through which Contracts will be created; and

1.4. the pricing applicable to Contracts.

Each Contract will specify the Services to be performed, the associated Tasks and Deliverables to be delivered, and will incorporate the terms and conditions in Contract Specific Terms and Conditions (Exhibit A) as applicable to the Contract.

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2. CONTRACT ADMINISTRATORS. The Contract Administrators for this MSA for DASPS and for Contractor are the individuals identified in this Section 2, or any other individual identified in writing as the Contract Administrator to the other party.

Authorized Purchasers and Contractor shall identify their Contract Administrators in the Contract.

3. EFFECTIVE DATE AND TERM. This MSA is effective on the date on which this MSA is fully executed and approved according to applicable laws, rules and regulations (“Effective Date”). Unless terminated or extended, this MSA expires on September 30, 2022 (“Initial Term”). DASPS and Contractor may extend this MSA by written agreement, (the Initial Term and extensions are collectively referred to as “MSA Term” provided, however, that this MSA Term does not extend longer than ten (10) years from the Effective Date. Contract expiration or termination does not extinguish or prejudice DASPS’ right to enforce this MSA or Authorized Purchaser’s right to enforce the provisions of any Contract with respect to any Contractor breach or any default or defect in Contractor performance that has not been cured or as set forth in this MSA.

4. MASTER AGREEMENT DOCUMENTS. The MSA includes this MSA and its exhibits.

If a conflict, inconsistency or ambiguity exists among any portion of this MSA or any other documents, then the issue must be interpreted in the following order of precedence:

1) This MSA less all exhibits,

2) Exhibit A, Contract Specific Terms and Conditions,

3) Exhibit I, Provisions Required by Federal Law,

4) Exhibit E, Performance Standards and Metrics,

5) Exhibit B, Description of Services and Pricing,

6) Exhibit H, Certification for Independent Contractor Verification form,

7) Exhibit F, Insurance Requirements,

8) Exhibit D, Volume Sales Report and Vendor Collected Administrative Fee,

9) Exhibit G, Contractor Key Persons and Other Staff, and

10) Exhibit C, Sample Service Order Contract.

In the event of a conflict between the terms contained in any preprinted Contractor form or Contractor ordering form or agreement of any specific product or service or any terms and conditions found online, the terms and conditions of this MSA and any Service Order Contract will control, as between Contractor and DASPS and Authorized Purchaser.

DASPS Contract Administrator Contractor Contract Administrator

Name: Kimberly Mainwaring, State Procurement Analyst

Name: Steve Hepburn, Client Success Director

Address: 1225 Ferry St. SE Address: 317 Isis Ave., Ste 207 Address: Salem, OR 97301 Address: Inglewood, CA 90301 Phone Number: 503-373-0763 Phone Number: 310-943-3416 Email Address: EmailAddress:

Kimberly.Mainwaring@oregon.gov steve.hepburn@wirelesswatchdogs.com

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The exhibits are by this reference incorporated into this MSA. To the extent provisions contained in more than one of the foregoing documents apply in any given situation, the parties agree: (i) to read such provisions together whenever possible to avoid conflict, and (ii) to apply the foregoing order of precedence only in the event of an irreconcilable conflict.

5. FIRM OFFER ESTABLISHED; PRICING CHANGES.

5.1. Firm Offer Established. This MSA constitutes a firm offer by Contractor regardless of whether any Contract for Services is executed. This MSA is enforceable as a firm offer pursuant to ORS 279B.140 for this MSA Term specified in Section 3, and all pricing in Description of Services and Pricing (Exhibit B) is valid until this MSA expires or is terminated, unless the pricing is changed according to Section 5.3.

5.2. Services and Pricing. Attached hereto as Description of Services and Pricing (Exhibit B) are the descriptions of the Services available pursuant to this MSA, including the corresponding prices at which they are available and references to the corresponding license terms and conditions applicable to specific Services.

5.3. Pricing Changes. Contractor shall keep pricing specified in Description of Services and Pricing (Exhibit B) fixed for the Initial Term. Thereafter, DASPS and Contractor may adjust pricing no more than once annually by MSA Amendment. Contractor shall submit all pricing increase requests to DASPS’ Contract Administrator in writing and provide substantiating evidence that each request is based on demonstrable market changes impacting the cost of the Services. Pricing changes will apply to Contracts and Amendments to Contracts entered on and after the effective date of the pricing change.

6. NON-EXCLUSIVE MSA; CONTRACTOR SELECTION.

6.1. Non-exclusivity. This MSA is not exclusive. Each Authorized Purchaser retains the right to contract for Services through any selection process authorized by law, or to perform the Services itself. Neither DASPS nor any Authorized Purchaser guarantees that any specific number of Contracts will be entered or that any specific amount of Services will be required.

6.2. Contractor Selection. In the event DASPS Awards more than one (1) MSA, Authorized Purchaser must conduct a best value analysis to select the Contractor for award based upon various factors, for example: price, Services availability, or time of performance or other factors. Authorized Purchaser shall issue a Request for Quote (“RFQ”) to all MSA holders detailing the Service need and evaluation criteria, including:

Service availability, time for delivery or performance, prices, or any other factors.

Authorized Purchaser shall Award the Contract to the Contractor with the offer that is in the best interest of Authorized Purchaser. Authorized Purchaser’s determination is final.

6.3. Successors and Assigns. Contractor may not assign or transfer any of its interest in this MSA without DASPS’ prior written consent. Except that, Contractor may assign or transfer this MSA without DASPS’ prior written consent in the event of merger or sale of substantially all its assets, provided Contractor sends DASPS written notice of the

Master Services Agreement #0573 Page 4 of 81 assignment or transfer within thirty (30) Calendar Days of the effective date of the merger or sale. This MSA is binding upon and shall inure to the benefit of DASPS and Contractor and their respective successors and permitted assigns.

7. SIGNED CONTRACT REQUIRED FOR SERVICES.

7.1. Contract Form. Authorized Purchasers, who are state agencies, and Contractor may enter into binding and enforceable Contracts for Services only by execution of Contracts substantially in the form of Sample Service Order Contract (Exhibit C).

ORCPP Members may use their own forms of a Contract as agreed upon with Contractor.

Each Contract will specify the Services to be performed, the associated Tasks and Deliverables to be delivered, and will incorporate the terms and conditions in Contract Specific Terms and Conditions (Exhibit A) of this MSA.

7.2. Contract Negotiation. Prior to signing a Contract, Authorized Purchaser and Contractor may negotiate the specific Services to be included in the Contract from the description of services set forth in Description of Services and Pricing (Exhibit B), including but not limited to the price of the Services. Authorized Purchaser and Contractor may negotiate a fixed price or maximum amount payable for the Services under the Contract based on the pricing specified in Description of Services and Pricing (Exhibit B). Contractor’s pricing under any Contract will not exceed the pricing specified in Description of Services and Pricing (Exhibit B).

7.3. Contract Content. To order Services, Authorized Purchasers complete the best value analysis process set forth in Section 6.2 and must submit a Contract to the selected Contractor that specifies all of the following:

7.3.1. Language stating that the Contract is subject to this MSA and this MSA number;

7.3.2. Language incorporating all terms and conditions into the Contract, which may be modified by ORCPP Members only for consistency with applicable law;

7.3.3. Clear description of the required Services and associated Deliverables;

7.3.4. Rates and maximum amount payable for the Services (including travel and other expenses);

7.3.5. Required Delivery Schedule for the Services;

7.3.6. Invoicing address; and

7.3.7. Name of Authorized Purchaser’s Authorized Representative and contact information for that individual, including telephone number and e-mail address.

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7.4. Service Order Contract Rejection. Contractor shall reject Contracts that do not comply with this section 7. Contractor also shall reject Contracts that are not from Authorized Purchasers. Contractor may verify ORCPP Members at:

https://www.oregon.gov/das/Procurement/Pages/Orcppmember.aspx.

7.5. Service Order Contract Creation. Each fully executed Contract creates a separate Contract between Authorized Purchaser and Contractor that is enforceable according to its terms and is independent of all other executed Contract. Each Contract consists only of the terms specified for Contracts in this MSA and no other terms, regardless of source.

DASPS is an intended beneficiary under each Contract between Authorized Purchasers and Contractor.

7.6.Service Order Contract Threshold. Authorized Purchasers that are agencies of the State of Oregon under DAS procurement authority may issue ordering instruments under this Addendum for any dollar amount without further delegation of procurement authority from DAS. Notwithstanding the foregoing DAS delegation, Authorized Purchasers that are agencies of the State of Oregon must obtain all other necessary approvals, including but not limited to legal sufficiency approval, as may be required.

7.7. Authorized Purchasers’ Liability under Contracts. Contractor shall look solely to the Authorized Purchaser for any rights and remedies Contractor may have at law or in equity arising under any Contract between Contractor and the Authorized Purchaser.

Contractor acknowledges and agrees that DASPS is not liable to Contractor under any Contract entered into between Contractor and an Authorized Purchaser unless DASPS is purchasing the Services as the Authorized Purchaser.

8. PAYMENT. Authorized Purchaser will pay Contractor for Services and associated Deliverables according to the payment methodology specified in the Contract. Authorized Purchasers will pay Contractor only for Services that Contractor has delivered or completed and Authorized Purchaser has accepted.

9. SERVICES; PRICING. Attached hereto as Description of Services and Pricing (Exhibit B) is a list of the Services and applicable price available pursuant to this MSA.

Contractor shall perform the Services in accordance with the standards and methodologies set forth in the Performance Standards and Metrics (Exhibit E) attached hereto and as set forth elsewhere in this MSA or applicable Contract. Contractor may use various software products, applications or tools (“Products”) to perform Services, provided however, Contractor may not sell the used Products to Authorized Purchaser pursuant to the provisions of this MSA. Contractor agrees to perform the Services:

9.1. Employing a methodology that conforms to the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), Sixth Edition or later (PMBOK Guide, ANSI/PMI 978-1-62825-184-5), supplemented by standards set forth in ISO/IEC/IEEE 12207:2017.

https://www.oregon.gov/das/Procurement/Pages/Orcppmember.aspx

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9.2. In compliance with applicable requirements set forth in DAS/OSCIO Oregon Statewide IT and Information Security Policies, found online at:

https://www.oregon.gov/das/Pages/policies.aspx as those policies are amended form time to time.

10. VOLUME SALES REPORT (“VSR”) AND VENDOR COLLECTED

ADMINISTRATIVE FEE (“VCAF”). As set forth in Volume Sales Report and Vendor Collected Administrative Fee (Exhibit D), Contractor shall submit Volume Sales Reports and Vendor Collected Administrative Fees to DASPS.

11. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES.

Contractor represents and warrants to DASPS that:

11.1. Contractor is not an “officer”, “employee”, or “agent” of DASPS, as those terms are used in ORS 30.265;

11.2. Contractor fully understands and will perform its obligations under this MSA and will not make any claims for, or have any rights to relief based on its claim that it misunderstood the terms of this MSA, or lacked information related to its required performance under this MSA;

11.3. Contractor has the power and authority to enter into and perform this MSA;

11.4. This MSA, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms;

11.5. Contractor will, at all times during the term of this MSA, be qualified to do business in the State of Oregon and professionally competent to perform the Services;

11.6. Contractor possesses and will maintain at its own expense all required licenses, certifications and permits necessary to deliver Services under this MSA;

11.7. Contractor is not in arrears in the payment of monies due and owing the State of Oregon, or any department or Agency or political subdivision thereof, including but not limited to the payment of taxes and employee benefits, and will not become so during this MSA;

11.8. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State;

11.9. Contractor shall comply with the federal, state and local laws, ordinances, rules and regulations applicable to Contractor and to its performance under this MSA;

11.10. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of https://www.oregon.gov/das/Pages/policies.aspx

Master Services Agreement #0573 Page 7 of 81 the Services, and Contractor’s provision of the Services will not violate any such law, ordinance, regulation or order;

11.11. Contractor’s performance under this MSA, to the best of Contractor's knowledge, creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel that will perform Services under this MSA;

11.12. Contractor represents and warrants that the personnel providing Services under this MSA are employees of the Contractor; that the Contractor withholds applicable income taxes from the pay of its employees; that Contractor pays workers’ compensation insurance premiums arising from the employment of its employees under this MSA;

that Contractor makes all other applicable tax and related payments arising from that employment (including without limitation social security tax payments); and that Contractor provides employee benefits to its employees, including without limitation health insurance benefits, vacation benefits and retirement benefits;

11.13. The Certification For Independent Contractor Verification Form (Exhibit H) is true and accurate as of the Effective Date, and Contractor will notify DASPS in writing if the information or certification changes during the term of this MSA such that the attached Certification For Independent Contractor Verification Form (Exhibit H) is no longer true and accurate;

11.14. To the best of Contractor’s knowledge, after due inquiry, for a period of no fewer than six (6) calendar years preceding the Effective Date of this MSA, faithfully has complied with:

11.14.1. All tax laws of the State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318;

11.14.2. Any tax provisions imposed by a political subdivision of the State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor;

11.14.3. Any tax provisions imposed by a political subdivision of the State that applied or apply to Contractor, or Services, or property, whether tangible or intangible, provided by Contractor; and

11.14.4. Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

11.15. Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor, Contractor’s employees and any authorized subcontractors perform the Service specifications and Acceptance Criteria in any Contract; the performance of the Services will meet or exceed the Performance Standards and Metrics (Exhibit E);

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11.16. Contractor certifies it does not discriminate in its employment practices with regard to race, color or ethnicity, gender (including actual or perceived gender identity), marital status, creed, age religious affiliation, sex, disability, sexual orientation, national origin.

Furthermore, that in accordance with ORS 279A.112, Contractor has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor does not discriminate against any business certified under ORS 200.055 as a disadvantaged business enterprise, a minority-owned business, a woman-owned business, a business that a service-disabled veteran owns or an emerging small business. Contractor agrees, as a material condition, to maintain such policies and practices during the term of this MSA or any other Contract; and

11.17. WARRANTIES EXCLUSIVE; DISCLAIMERS. THE WARRANTIES SET

FORTH IN THIS MSA ARE EXCLUSIVE AND IN LIEU OF ALL OTHER

WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND CONTRACTOR

EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY

IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A

PARTICULAR PURPOSE.

12. EVENTS OF DEFAULT.

12.1. Breach of Contract. Before a party can be found in breach of this MSA, the other party shall first deliver a notice of default to the other party. The notice must describe the specific nature of the default, cite the specific provisions of this MSA that has been violated and specify the time period in which the default must be cured, which in no event will be less than thirty (30) Calendar Days. In the notice, parties, in their sole discretion, may include an opportunity for the party to cure any default in its performance of this MSA through a Vendor Management Performance Improvement Plan as a part of being a Basecamp contract. The party shall be required to successfully complete the Vendor Management Performance Improvement Plan in order to be found to have cured the specified default(s).

12.2. MSA Default. Contractor is in default of this MSA if:

12.2.1. Contractor fails to honor pricing at least or lower than the pricing specified in Description of Services and Pricing (Exhibit B); or

12.2.2. Contractor violates or fails to perform any covenant, representation, warranty, obligation or certification under this MSA; or

12.2.3. Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings which are not dismissed within sixty (60) Calendar Days of their commencement, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

12.2.4. Contractor no longer holds a license or certificate that is required for Contractor to perform the Services and Contractor has not obtained such

Master Services Agreement #0573 Page 9 of 81 license or certificate within thirty (30) Business Days after delivery of DASPS’ notice or such longer period as DASPS may specify in such notice;

or

12.2.5. Contractor has undisclosed liquidated and delinquent debt owed to State or any department or Agency of State, or

12.2.6. Either Party commits any material breach of any covenant, warranty, obligation or certification under this MSA, fails to perform the Services in conformance with the specifications and warranties provided herein, or clearly manifests an intent not to perform future obligations under this MSA, and such breach or default is not cured, or such manifestation of an intent not to perform is not corrected by reasonable written assurances of performance within thirty (30) Business Days after delivery of notice from the non-defaulting Party or such longer period as the non-defaulting Party may specify in such notice.

13. REMEDIES FOR DEFAULT.

13.1. DASPS Remedies. If Contractor is in default under Section 12, or has failed to meet the requirements of the Vendor Management Performance Improvement Plan or otherwise failed to cure the default within the time period set forth in the notice or Vendor Management Performance Improvement Plan, DASPS may, at its option, pursue any or all of the remedies available to it under this MSA and at law or in equity, including without limitation, termination of this MSA pursuant to Section 14 or pursuing a claim for damages, or both.

13.2. Contractor Remedies. If DASPS is in default under Section 12 and has failed to cure the default within the time period set forth in the notice, Contractor’s sole remedy is termination of this MSA pursuant to Section 14.

13.3. Tax Compliance Remedies. The Oregon Department of Revenue may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including (i) garnishing Contractor’s compensation under this MSA or (ii) exercising a right of setoff against Contractor’s compensation under this MSA for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the Department of Revenue collects debts.

14. TERMINATION.

14.1. Parties Right to Terminate for Mutual Consent. This MSA may be terminated at any time by mutual written consent of the parties.

14.2. DASPS’s Right to Terminate. DASPS may, at its sole discretion, terminate this MSA, as follows:

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14.2.1. DASPS may terminate this MSA upon at least thirty (30) Calendar Days’ prior written notice to Contractor; or

14.2.2. DASPS may terminate this MSA if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that the performance of the Services under this MSA is prohibited.

14.3. DASPS’ Right to Terminate for Cause. In addition to any other rights and remedies DASPS may have under this MSA, DASPS may terminate this MSA, in whole or in part, immediately upon written notice to Contractor if Contractor fails to cure a default under Section 12.

14.4. Contractor’s Right to Terminate for Cause. Contractor may terminate this MSA upon written notice to DASPS if DASPS fails to cure a default under Section 12.

14.5. Effect of MSA Termination or Expiration of MSA. Upon termination or expiration of this MSA, Contractor shall continue to provide the Services and meet its obligations under all effective Contract issued prior to MSA termination or expiration, unless such Contract is otherwise terminated pursuant to its terms. The termination or expiration of this MSA will be without prejudice to the rights of the parties accrued up to the date of such termination or expiration.

15. DISCLOSURE OF SOCIAL SECURITY NUMBER. Contractor shall provide Contractor’s Social Security number unless Contractor provides a Federal Tax Identification Number. This number is requested pursuant to ORS 305.385, OAR 125-246-0330(2)(d), and OAR 150-305.100. Social Security numbers provided pursuant to this authority will be used for the administration of state, federal and local tax laws.

16. INDEMNITIES.

16.1. General Indemnity. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon, DASPS, and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, statutory penalties, costs and expenses of any nature whatsoever, including personal injury, death, damage to real property and damage to tangible or intangible personal property resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this MSA, including: (i) any claim that Contractor, a subcontractor, or Contractor’s staff or a subcontractor’s staff are employees of the State or DASPS for any reason, and (ii) any claims that the Services or any tools or the use thereof infringe or violate any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right (collectively, “Intellectual Property Rights”) of any third party; (iii) any claim against the State or DASPS, which, if true, would constitute a breach by Contractor of any of the representations, warranties, or covenants set forth in this MSA.

Without limiting the generality of the foregoing, Contractor will have no obligation to indemnify DASPS or the State of Oregon from and against any claims, suits, actions, Master Services Agreement #0573 Page 11 of 81 losses, damages, liabilities, costs and expenses attributable solely to the acts or omissions of DASPS or the State of Oregon, and their officers, employees or agents.

16.2. Control of Defense and Settlement. Contractor’s obligation to indemnify DASPS as set forth in Section 16.1 is conditioned on DASPS providing to Contractor prompt notification of any claim or potential claim of which DASPS becomes aware that may be the subject of those sections. Contractor will have control of the defense and settlement of any claim that is subject to Section 16.1; however, neither Contractor nor any attorney engaged by Contractor will defend the claim in the name of the State of Oregon or any Agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the approval of the Attorney General, nor will Contractor settle any claim on behalf of the State of Oregon without the approval of the Attorney General. The State of Oregon may, at its election and expense, assume its own defense and settlement in the event that the State of Oregon determines that Contractor is prohibited from defending the State of Oregon, is not adequately defending the State of Oregon’s interests, or that an important governmental principle is at issue and the State of Oregon desires to assume its own defense.

17. INSURANCE. Contractor, at its sole cost, shall obtain and maintain the minimum insurance coverages set forth on Insurance Requirements (Exhibit F) or as otherwise required by DASPS.

18. COMPLIANCE WITH APPLICABLE LAW.

18.1. Compliance with Law Generally. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and this MSA. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to this MSA: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996, as amended by the American Recovery and Reinvestment Act of 2009 (ARRA); (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) ORS Chapter 659, as amended; (ix) all regulations and administrative rules established pursuant to the foregoing laws; and (x) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to this MSA and required by law to be so incorporated. DASPS’ performance under this MSA is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein.

18.2. Contractor shall comply with the provisions required by law set forth in Exhibit I.

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18.3. Oregon False Claims Act. Contractor acknowledges the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action by Contractor pertaining to this MSA, including the procurement process relating to this MSA, which constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this MSA, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this MSA. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Contractor. Contractor understands and agrees that any remedy that may be available under the Oregon False Claims Act is in addition to any other remedy available to the State or DASPS under this MSA or any other provision of law.

18.4. Tax Compliance. Contractor certifies that it has complied with and will continue to comply with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of this state, and that Contractor has no undisclosed liquidated or delinquent debt owed to this state or any political subdivision. Contractor shall, for the duration of the MSA Term, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this section, “tax laws” includes: (i) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of this state that apply to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of this state that apply to Contractor, or to Goods, Services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

18.5. Any failure to comply with the provisions of this subsection constitutes a material breach of this MSA. Further, any failure to comply with Contractor’s warranty in Section 11 also constitutes a material breach of this MSA. Any failure to comply entitles DASPS to terminate this MSA, to pursue and recover any and all damages that arise from the breach and the termination of this MSA, and to pursue any or all of the remedies available under this MSA, at law, or in equity, including but not limited to:

18.5.1. Termination of this MSA, in whole or in part;

18.5.2. Exercise of the right of setoff, or garnishment as applicable, and withholding of amounts otherwise due and owing to Contractor, without penalty; and

18.5.3. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. DASPS may recover any and all damages suffered as the result of Contractor's breach of this MSA, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing replacement Services and applications.

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18.6. Changes in Law Affecting Performance. Each party hereby agrees to immediately provide notice to the other of any change in law, or any other legal development, which may significantly affect its ability to perform its obligations in accordance with the provisions of this MSA. Each party shall monitor changes in federal and state laws, ordinances, and regulations applicable to its performance hereunder, and will be deemed aware of such changes within thirty (30) Calendar Days of the enactment of any such change.

18.7. Pay Equity. As required by ORS 279B.235, Contractor shall comply with ORS

652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age. Contractor’s compliance with this section constitutes a material element of this MSA and a failure to comply constitutes a breach that entitles Agency to terminate this MSA for cause.

Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

19. GOVERNING LAW. This MSA is governed by and construed according to the laws of the State of Oregon without regard to principles of conflict of laws.

20. VENUE AND CONSENT TO JURISDICTION. Any claim, action, suit, or proceeding (collectively, “Claim”) between DASPS (or any other Agency or department of the State of Oregon) and Contractor that arises from or relates to this MSA must be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR, BY EXECUTION OF THIS MSA, HEREBY

CONSENTS TO THE IN PERSONAM JURISDICTION OF THE COURT(S) AND

WAIVES ANY CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM. In no way may this section or any other term of this MSA be construed as (i) a waiver by the State of Oregon of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States, or otherwise, or (ii) consent by the State of Oregon to the jurisdiction of any court.

21. RECYCLING. To the maximum extent economically feasible in the performance of this MSA, Contractor shall use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled plastic resin products and recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

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22. SUBCONTRACTS AND ASSIGNMENT. Contractor shall not enter into any subcontracts for any of the Services required by this MSA or assign or transfer any of its interest in this MSA without DASPS’ prior written consent, as applicable which will not unreasonably withheld. DASPS’ consent to a subcontract or assignment does not relieve Contractor of any of its duties or obligations under this MSA.

22.1. Any proposed use of a subcontractor which is located outside the United States must be called to the specific attention of DASPS. All Services must be performed by staff physically located within the United States or its territories.

22.2. The assignment of this MSA in whole or in part to a successor organization by merger or acquisition does not require the consent of the other. Contractor is also permitted to assign its rights to payments without obtaining DASPS’ consent, as applicable.

23. HEADINGS. The headings in this MSA are included only for convenience and do not control or affect the meaning or construction of this MSA.

24. AMENDMENTS. This MSA may be amended, modified, or supplemented only by a written Amendment signed by DASPS and Contractor. Any Amendment that provides for additional Services may only provide for Services directly related to the Scope of Services described in RFP #DASPSPS-1446-18, and no Amendment will be effective until all requisite signatures and approvals are obtained. Either DASPS or Contractor may request a change to this MSA, including all exhibits hereto, by submitting a written proposal describing the desired change to the other party.

25. INTENDED BENEFICIARIES. DASPS and Contractor are the only parties to this MSA and are the only parties entitled to enforce its terms. Nothing in this MSA gives, is intended to give, or may be construed to give or provide any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this MSA.

Authorized Purchasers are intended beneficiaries of this MSA.

26. INTEGRATION. This MSA and attached exhibits constitute the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements or representations, oral or written, not specified herein regarding this MSA.

27. COUNTERPRTS. This MSA may be executed in several counterparts, all of which when taken together constitute one contract binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this MSA so executed constitutes an original.

28. CERTIFICATION. The individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury to the best of the individual’s knowledge that:

28.1. Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, Master Services Agreement #0573 Page 15 of 81 or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding;

28.2. The individual signing on behalf of Contractor is authorized to act on Contractor’s behalf, has authority and knowledge regarding Contractor's payment of taxes, and to the best of the signatory’s knowledge, Contractor is not in violation of any Oregon tax laws, including, without limitation, those tax laws listed in ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of this state that apply to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of this state that apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions;

28.3. Contractor is an independent contractor as defined in ORS 670.600; and

28.4. The supplied Contractor tax identification numbers below are true and accurate.

Name (tax filing): Wireless Watchdogs, LLC

Address: 317 Isis Ave., Ste 207, Inglewood, CA 90301

Citizenship: Non-resident alien Yes No

Business Designation (check one):

Corporation Partnership Limited Liability Company

Limited Liability Partnership Sole Proprietorship Limited Partnership

Federal Tax ID#: 74-3036989 or Social Security No.:

(These numbers are requested pursuant to ORS 305.385 and OAR 150-305.100.)

(The rest of this page is left intentionally blank)

Approved via email (see file)

Kimberly Mainwaring 9/25/2020

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MASTER SERVICES AGREEMENT #0573

EXHIBIT A

CONTRACT SPECIFIC TERMS AND CONDITIONS

These Contract specific terms and conditions apply to all Contracts issued under the Master Services Agreement, including Service Order Contracts or other agreed upon ordering instruments.

1. Definition of Terms. For purposes of this Contract, capitalized words are defined below.

“Acceptance” or “Accepted” means written confirmation by Authorized Purchaser that Contractor has completed a Deliverable according to the Acceptance Criteria and Accepted for purposes of interim payment. The term is distinct from “Final Acceptance.”

“Acceptance Criteria” means the final acceptance criteria for accepting Deliverables required under this Contract or other ordering instrument issued under this Contract, including but not limited to requirements and specifications in the Description of Services and Pricing (Exhibit B) to the MSA and the Service Order Contract.

“Authorized Purchaser” means a State Agency or Oregon Cooperative Procurement Program participant who is eligible to purchase Services under this Contract.

“Authorized Purchaser Data” means information created and information stored by Authorized Purchaser through the Services, and information created and collected by Contractor regarding Authorized Purchaser and its clients during the course of providing the Services, including Personal Information.

“Authorized Purchaser’s Authorized Representative” means the person representing Authorized Purchaser who serves as Contractor’s primary point of contact for the Services.

“Authorized Purchaser Intellectual Property” means any background information, data or intellectual property that is owned by Authorized Purchaser. Authorized Purchaser Intellectual Property includes any derivative works and compilations of any Authorized Intellectual Property.

“Authorized Representative” means a person representing a party to this Contract who is authorized to make commitments and decisions on behalf of the party regarding the performance of this Contract.

“Business Day” means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, excluding State of Oregon holidays and business closure days.

“Calendar Day” means contiguous days.

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“Confidential Information” is defined in Section 6.9.

“Contractor Authorized Representative” means Contractor’s representative who manages the processes and coordinates the Services with Authorized Purchaser’s Authorized Representative to ensure delivery of the Deliverables. Contractor’s Authorized Representative is the person so identified in this Contract.

“Contractor Intellectual Property” means any intellectual property that is owned by Contractor, and contained in or necessary for the use of the Deliverables, and may include any software owned by Contractor and derivative works and compilations of any Contractor Intellectual Property.

“Deliverables” means all items that Contractor is required to deliver to Authorized Purchaser under this Contract, including Work Product.

“Delivery Schedule” means the attribute of the Contract setting forth the delivery date for each Deliverable.

“Documentation” means all documents, including documents that are Deliverables described in the Contract which may include reports, minutes, manuals, training materials, guides, commentary, listings, requirements Documentation, and other materials that are to be delivered by Contractor under this Contract. Documentation includes documents in hard copy or electronic form.

“Final Acceptance” means criteria defined in Section 4.4.

“Intellectual Property Rights” is defined in Section 10.1.

“Key Persons” means Contractor’s Authorized Representative, and all other Contractor personnel designated as Key Persons in Contractor Key Persons and Other Staff (Exhibit G) or in the Contract.

“Knowledge Transfer” means activities designed to impart detailed information from Contractor to Authorized Purchaser about its wireless Services. Knowledge Transfer includes Authorized Purchaser staff and other resources being integrated into Contractor’s work activities and being an integral part of identifying and resolving issues. Knowledge Transfer activities include ‘shoulder to shoulder’ training, which is informal training with the specific intent of developing skills or knowledge working side by side with Contractor.

“OSCIO” means the Office of the State Chief Information Officer.

“ORCPP” means the Oregon Cooperative Procurement Program “Personal Information” is defined in Section 6.6.

“Project” means the processes and coordination of Services.

“Schedule of Deliverables” means the attributes of this Contract that describe each Task, Deliverable and measurable attributes of each Deliverable with identification of the Services that are associated with them, and a completion date for each Deliverable.

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“Scope” means the extent or range of view, outlook, application, operation or effectiveness.

Scope does not include the dollar amount of the Contract.

“Service Order Contract” means the agreement for Services between Authorized Purchaser and Contractor issued under the MSA in a form substantially similar to Sample Service Order Contract (Exhibit C).

“Services” means the Services generally described in Description of Services and Pricing (Exhibit B), the Contract and all efforts to be expended by Contractor under this Contract, including advice and expertise, and development and delivery of Deliverables.

“Task” means a segment of the Services to be provided by Contractor under this Contract.

“Third Party Intellectual Property” means any intellectual property owned by parties other than Authorized Purchaser or Contractor. Third Party Intellectual Property includes software owned by Third Parties, and derivative works and compilations of any Third Party Intellectual Property.

“WMS” means Wireless Management Services.

“Work Product” means everything that is specifically made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to this Contract, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, Documentation, formula, datum, technique, know how, secret, or Intellectual Property Right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection). Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product is not Authorized Purchaser Intellectual Property, Contractor Intellectual Property, or Third Party Intellectual Property.

2. Non-Exclusive Contract. Contractor acknowledges and agrees that by executing this Contract, Authorized Purchaser is not granting to Contractor the exclusive right to perform the Services or to perform other Services for Authorized Purchaser. Authorized Purchaser may contract with other entities to provide Authorized Purchaser with Services that are the same or similar to those provided to Contractor under this Contract or Authorized Purchaser may perform any or all the Services itself.

3. Compensation. Following Contractor’s delivery or completion, and Authorized Purchaser’s Acceptance of the Services, Authorized Purchaser will pay Contractor as specified in this Contract, based on the pricing established in the Description of Services and Pricing (Exhibit B).