NASPO_Wireless_Voice__Data___Accessories_Verizon_Wireless_Master_Agreement.pdf

Contract#: MA 152-1

STATE OF UTAH COOPERATIVE CONTRACT

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

Cellco Partnership d/b/a Verizon Wireless Name

10170 Junction Drive Street Address

Annapolis Junction MD 20701

City State Zip Vendor# 94253A Commodity Code#: 72551, 91579 Legal Status of Contractor: For-Profit Corporation

Contact Name: Doug Robertson Phone Number: 949-249-8700 Email: doug.robertson@verizonwireless.com

2. CONTRACT PORTFOLIO NAME: NASPO ValuePoint Wireless Data, Voice, and Accessories.

3. GENERAL PURPOSE OF CONTRACT: Wireless Data, Voice, and Accessories.

4. PROCUREMENT: This contract is entered into as a result of the procurement process on FY 2019, Solicitation# CJ 18012

5. CONTRACT PERIOD: Effective Date: Monday, August 12, 2019. Termination Date: Sunday, August 11, 2024 unless terminated early or extended in accordance with the terms and conditions of this contract.

6. Administrative Fee (if any): 0.25% on Corporate/Government Responsible (CRU) accounts and 0.10% on Individual Responsible ORV).

7. Prompt Payment Discount Details (if any): 5 Year contract that may be extended an additional 5 years.

8. ATTACHMENT A: Master Terms and Conditions

ATTACHMENT B: Scope of Work

ATTACHMENT C: Cost Sheet

ATTACHMENT G: Plan Description

ATTACHMENT H: Award Category I Reporting Template

ATTACHMENT I: Award Category 2 Reporting Template

ATTACHMENT J: Award Category 3 Reporting Template

ATTACHMENT L: Network Technology Questionnaire

ATTACHMENT M: New Product Request Form

ATTACHMENT N: New Product Log

ATTACHMENTS: Security Disclosures

ATTACHMENT V: Award Category Sheet

ATTACHMENT W: Award Category Sheet

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

9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT A TT ACHED:

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

b. Utah Procurement Code, Procurement Rules, and Contractor's response to solicitation #CJ18012.

I 0. Each signatory below represents that he or she has the requisite authority to enter into this contract.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by the parties, the "Effective Dat " o f this Contract shall be the date provided within Section 5 above.

DIVISION OF PURCHASING

08/09/2019 Date Director, Division of Purchasing Date

Todd Loccisano, VP - Contract Management Type or Print Name and Title

Internal Contract Tracking#: MA 152-1 Solicitation#: CJ 18012 Vendor#: 94253A mailto:doug.robertson@verizonwireless.com

NASPO

ValuePoint Attachment A:

NASPO ValuePoint Master Agreement Terms and Conditions

1. Master Agreement Order of Precedence

a. Any Order placed under this Master Agreement shall consist of the following documents:

(1) A Participating Entity's Participating Addendum ("PA");

(2) NASPO ValuePoint Master Agreement Terms & Conditions;

(3) A Purchase Order and/or an attached Specifications or Statement of Work (SOW) for Category 3 of the Solicitation

(5) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State.

(6) The Solicitation, NASPO ValuePoint - Wireless Data, Voice, and Accessories # CJ18012.

b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above.

Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

2. Definitions

Acceptance is defined by the Uniform Commercial Code (UCC) or the applicable state commercial code to the extent required by law. Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.

Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.

Corporate/Government Responsible (CRU) accounts means Products purchased by a Purchasing Entity under this Master Agreement.

Embedded Software means one or more software applications which come preloaded on Equipment by the manufacturer, but does not include SaaS or subscription software subject to a separate license agreement.

Verizon Attachment A

Equipment means any device and accessory sold under this Master Agreement.

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

Individual Responsible (IRU) Accounts means purchases made by employees of a Participating State or Purchasing Entity for personal use.

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

Master Agreement means the underlying agreement executed by and between the Lead State and the Contractor, as now or hereafter amended.

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

and may perform contract administration functions relating to collecting and receiving reports and fees, as well as other contract administration functions, as assigned by the Lead State.

NASPO ValuePoint Administrative Fee means the payment based on the amount of CRU and IRU Account gross sales less any discounts, credits, taxes, fees, and shipping. The NASPO Administrative Fee for IRU Accounts shall be calculated based only on Products purchased and receiving a discount under this Master Agreement.

Order or Purchase Order means any written purchase order, sales order, contract or other document used by a Participating Entity or Purchasing Entity to order the Products. Purchase Orders shall not have additional terms and conditions that are not required by law or regulation.

Purchase Order terms and conditions that conflict with this Master Agreement or a Participating Addendum will be considered void.

Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, entity-specific terms and conditions, or as mutually agreed upon between the Parties.

Participating Entity means a state, or other legal entity, properly authorized to enter into a

Participating Addendum.

Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity; however, a state listed in the Request for Proposal is not required to participate.

Product means any Equipment, software (including Embedded Software), software as a service ("SaaS"), documentation, professional services, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.

Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states, authorized or otherwise eligible to place an order under the terms of this Master Agreement, that issues a Purchase Order against a Participating Addendum and this Master Agreement.

Statement of Work (SOW) means a document that details the work of Category 3 Products and clarifies deliverables, costs, and timelines.

NASPO ValuePoint Program Provisions

3. Term of the Master Agreement

a. The initial term of this Master Agreement is for Five (5) years from the last date of signature of this Master Agreement. This Master Agreement may be extended beyond the original contract period for up to Five (5) additional years at the Lead State's discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

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

4. Amendments

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

5. Participants and Scope

a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum or other documentation acceptable to the Participating Entity and Contractor is executed. Additional methods of ordering may be utilized if agreed to by the Lead State, NASPO and the Contractor in writing. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Purchasing Entity , except to the extent altered, modified, supplemented or amended by a Participating Addendum or Statement of Work (or included in a Purchase Order, as expressly required by a Purchasing Entity's laws or regulations). By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements.

Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by a Purchasing Entity to place the Order.

b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies and political subdivisions are subject to the approval of the respective State Chief Procurement Official. Other Participating Entities (including cooperatives) authorized by individual state statutes to use state contracts including Native American government tribes and non-profit organizations, may be subject to the approval of the respective State Chief Procurement Official and/or their respective procurement rules. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

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

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

Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be mailto:PA@naspovaluepoint.org void and of no effect.

f. Participating Entities, which are not states, may under some circumstances sign their own Participating Addendum. To the extent required by NASPO ValuePoint's cooperative purchasing program, or as otherwise may be required by applicable law, Participating Entities may be subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Requests for such participation are to be made through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum or placement of a purchase order, is not a determination that procurement authority exists in the Participating Entity; each entity must ensure that it has the requisite procurement authority to execute a Participating Addendum or to place an order under the Master Agreement.

g. Resale. "Resale" means any payment in exchange for transfer of Products or assignment of the right to services. Subject to any specific conditions included in the solicitation or Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products for official use only; sales of Equipment to the general public or the Purchasing Entity's employees as surplus property in compliance with the Purchasing Entity's Surplus Property Program; and fees associated with inventory transactions with other governmental or nonprofit entities consistent with a Purchasing Entity's applicable laws and regulations, Participating Addendum, Purchase Order and/or User Agreement. Purchasing Entities are responsible for any taxes associated with the resale of surplus property. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

If fraud or abuse is discovered (e.g., such as a repeated pattern of purchasing discounted devices with service and disconnecting the service prior to the termination of the order or purchasing an excessive number of accessories compared to the number of active lines on the account), Contractor reserves the right to charge the full retail value for the Equipment and terminate the Participating Addendum and/or Order.

6. Administrative Fees

a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of 0.25% on Corporate/Government Responsible (CRU) accounts and 0.10% on all Individual Responsible (IRU) accounts no later than sixty (60) days followingthe end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services for both Corporate/Government Responsible (CRU) and Individual Response (IRU) accounts under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

b. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the

Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

7. NASPO ValuePoint Summary and Detailed Usage Reports

In addition to reports required by this solicitation or otherwise agreed to by the Parties, the Contractor shall provide the following NASPO ValuePoint reports.

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

b. Detailed Sales Data. Contractor shall also report detailed sales data using the format provided in Attachments H, I, J and K. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than forty-five (45) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under this Master Agreement.

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

d. Contractor shall provide NASPO ValuePoint with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum and states that Contractor is in negotiations with for a NASPO Participating Addendum. NASPO ValuePoint and Contractor will determine the format and content of the executive summary. The executive summary is due forty-five (45) days after the conclusion of each calendar quarter.

e. Timely submission of these reports is a material requirement of the Master Agreement. The http://calculator.naspovaluepoint.org

Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, non-transferable right to modify, copy, and otherwise use reports, data and information provided under this section. Any sharing of the data with anyone other the entities listed in Section f. below requires the Contractor's written authorization.

f. All Participating Entities and Purchasing Entities are deemed to have consented to the release of any required reporting information to the Lead State, their respective Participating State and NASPO ValuePoint (including information generally deemed Customer Proprietary Network Information (CPNI) for purposes of monitoring the contract and calculating the fees that are due and payable to NASPO ValuePoint for administering the contract. Participating Entities and Purchasing Entities have a right to decline to release this information, however, they may not purchase under the Master Agreement if they choose to do so.

8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review

a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Under a non disclosure agreement, Contractor agrees to present plans to NASPO ValuePoint for the management and promotion of the Master Agreement.

b. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider a Purchasing Entity's proposed terms and conditions, as deemed important to the Purchasing Entity, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.

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

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

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

f. Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative purchasing program facilitating public procurement solicitations and agreements using a lead-agency model. This does not include contracts with any federal agency or any federal contract.

9. Right to Publish

Except for publicly available information, throughout the duration of this Master Agreement, Contractor must secure from the Purchasing Entity and/or Lead State (based on which entity holds the public record) prior approval for the release of information. This limitation does not preclude publication about the award of the Master Agreement or marketing activities. The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

10. Price and Rate Guarantee Period

Contracted prices represent ceiling prices for the supplies and services offered. Bid prices must remain firm for the full term of the Master Agreement. Requests for price increases must include sufficient documentation supporting the request which shall not be effective unless approved by the Lead State in writing. No retroactive adjustments to prices or rates will be allowed.

11. Individual Customers

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

Administration of Orders

13. Ordering

a. The Contractor will have an ordering system that will allow for ordering documents to include the Purchasing Entity's purchase order number, this Master Agreement number or other ordering number.

b. Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.

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

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

e. All Orders pursuant to this Master Agreement, at a minimum and where applicable, may include the following:

Packing Slip (with shipment)

• Item Summary o Product description o SKU o IMEI o ICCID o Retail Price

• Line Details o Mobile Number o User Name o Contract Term

• Quantity

• Price

• Subtotal charges

• Ship to Address

• Order Number

• Location Code

• Date order was placed

• Date order was processed

• Ship date

• Package ID

Order Summary Details (Delivered by Email)

• Order Number

• Order Status

• Order Type

• Order Created by

• Order Date

• Ship Date

• Bill to Entity name and address

• Ship to name and address (may enter Purchasing Entity ordering information in text)

• Payment method

• Shipping courier

• Tracking number

• Mobile Number

• Device ID

• SIM ID

• User Name

• Product description

• Quantity

• Plan and feature details

• Total charges

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

g. Orders must be placed pursuant to this Master Agreement prior to the termination date.

Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

h. Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration, cancellation or termination.

14. Shipping and Delivery

a. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain with the Contractor until final inspection and acceptance, when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud, and Contractor's warranty obligations. Any portion of an order to be shipped without transportation charges that is backordered shall be shipped without charge.

b. Unless otherwise instructed or not practicable, all deliveries will be "Inside Deliveries" as designated by a representative of the Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a loading dock, front lobby, or reception area. Specific delivery instructions will be noted on the order form. Any damage to the building's interior, scratched walls, damage to the freight elevator, or other damage caused by the Contractor during the delivery of Products purchased under this Master Agreement will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. The Purchasing Entity shall immediately notify the Contractor of any suspected damage by the Contractor's agent.

c. All new Products purchased under this Agreement must be delivered in the manufacturer's standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number.

15. Laws and Regulations

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

16. Inspection and Acceptance

The inspection and Acceptance section below shall not apply to Category 3 Products from the solicitation. The inspection and Acceptance for Category 3 Products shall be described in a separate exhibit or contractual document and agreed to between the Purchasing Entity and the Contractor.

a. This section is not intended to limit rights and remedies under the applicable state commercial code or UCC.

b. All Products are subject to inspection at reasonable times and places before Acceptance, which shall not exceed 30 days from the date of delivery. Upon inspection and if the Purchasing Entity finds Products furnished to be incomplete or in non-compliance with bid specifications, the Buyer may reject the Products and require Contractor to correct them without charge. If Contractor is unable or refuses to correct such Products within a reasonable amount of time, the Purchasing Entity may cancel the Order in whole or in part. Nothing in this paragraph shall adversely affect the Buyer's rights including the rights and remedies associated with revocation of acceptance under the applicable state commercial code or UCC. Contractor shall provide prepaid shipping labels for all Products returned under this paragraph.

c. The warranty period shall begin upon Acceptance.

d. If the Product is not Accepted after inspection, a Purchasing Entity may, at its discretion, reject the Product within the inspection time period described in paragraph b of this section. Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after the cure period, the Product still has not been Accepted, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand a similar replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall provide packaging and prepaid shipping labels for Products not Accepted. No charges for Products rejected shall be paid until Acceptance has taken place.

17. Payment

Payment after Acceptance is due within 30 days following the date the Product is delivered or installed, or the date a correct invoice is received, whichever is later, unless otherwise specified within the Order. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be remitted by mail or electronic funds transfer (EFT). Payments may be made via a State or political subdivision ''Purchasing Card" with no additional charge.

18. Warranty

The Warranty section below shall not apply to Category 3 Products from the solicitation. The Warranty for Category 3 Products shall be described in a separate exhibit or contractual document, agreed to between the Purchasing Entity and the Contractor and no less than one (1) year.

Unless specified in any other contract document pursuant to this Master Agreement, this Warranty section governs. The Contractor warrants for a period of one year from Acceptance that: (a) the Product will perform according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the Purchasing Entity has reasonably relied on the Contractor's skill or judgment, (d) the Product is designed and manufactured in a commercially reasonable manner, and (e) the Product is free of material defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity, including, packaging and prepaid shipping labels) the Product whose nonconformance is discovered and made known to the Contractor. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded underthe law, to a prevailing party, reasonable attorneys' fees and costs.

19. Title of Product

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

Transfer of title to the Equipment shall include an irrevocable and perpetual license to use any Embedded Software in Equipment purchased. If Purchasing Entity subsequently transfers title of the Equipment to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Equipment's title. A subsequent transfer of this Embedded Software shall be at no additional cost or charge to either Purchasing Entity or

Purchasing Entity's transferee.

20. License of Embedded Software

Contractor grants to the Purchasing Entity a non-exclusive, royalty free, perpetual license to use the Embedded Software to achieve the purposes of the Master Agreement.

General Provisions

21. Insurance

a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section.

Contractor shall acquire such insurance from an insurance carrier or carriers licensed, authorized or permitted to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best's Insurance Reports.

Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option, result in termination of its Participating Addendum.

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

(1) Commercial General Liability including premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury), advertising liability bodily injury (including death) and property damage, with a limit of $1 million per occurrence and $2 million general aggregate; unless otherwise required by State law.

(2) Workers Compensation in compliance with the statutory requirements of the state(s) of operation and Employers Liability with a limit of $1 million each accident/disease/policy limit insurance requirements.

c. Contractor shall pay premiums on all insurance policies. Upon receipt of notice from its insurer(s) Contractor shall provide thirty (30) days' prior written notice of cancellation to a Participating Entity.

d. Prior to commencement of performance, Contractor shall provide to the Lead State a certificate of insurance reasonably acceptable to the Lead State that (1) includes the Participating States identified in the Request for Proposal as additional insureds as their interest may appear under this Agreement, (2) the blanket additional insured endorsement, (3) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (4) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any

Participating Addendum, other state Participating Entities' rights and Contractor's obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

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

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

22. Records Administration and Audit

a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees.

Contractor shall permit the Lead State to examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or Orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions to assure compliance with the terms hereof or to evaluate performance hereunder. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any Order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

To the extent required by law, the federal government (including the U.S. Comptroller General), and any other duly authorized agent of a governmental agency may audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or Orders placed by a Purchasing Entity under it for the purpose of making audits, examinations to assure compliance with the terms hereof or to evaluate performance hereunder. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any Order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

b. Upon notification and within a reasonable amount of time and without limiting any other available remedies, the Contractor shall reimburse the Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders; or the Purchasing Entity or NASPO ValuePoint for underpayment of Contractor's Administrative Fees.

c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations. Contractor agrees to keep and maintain full, true, and complete billing records, books, and documents as are necessary to fully disclose to the Lead State or the United States Government, ortheir authorized representatives, upon audits or reviews, sufficient information to determine compliance with this Agreement and all state and federal regulations and statutes.

d. Participating Entities' Rights. Contractor will provide each Participating Entity with reasonable access to Contractor's billing records, invoices, and price plan details related to the corresponding Participating Entity's payment and participation in the Master Agreement.

23. Confidentiality, Non-Disclosure, and Injunctive Relief

a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential. Any and all information of any form that is marked as confidential, or information which the Contractor believes to be Customer Proprietary Network Information (CPNI) pursuant to federal law (specifically, 47 USC 222(h))., or Personally Identifiable Information (Pll) obtained by Contractor or its employees or agents in the performance of this Master Agreement is confidential information of Purchasing Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.

b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, Contractor will use commercially reasonable efforts to promptly notify the Purchasing Entity, applicable Participating Entity, and the Lead State and assist in investigating and assessing the extent and nature of the unauthorized disclosure. Notification is made based on statutory or contractual requirements. Contractor shall, at its expense to the extent caused by Contractor ortheir agent, cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity, or certify the destruction of, all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.

c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

e. The rights granted to Purchasing Entities and Contractor's obligations under this section shall also extend to NASPO ValuePoint's properly marked Confidential Information. To the extent permitted by law, this provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to section 22. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

f. Participating Entities are deemed to have consented to the sharing of CPNI and account information with the Lead State and NASPO ValuePoint as a condition of utilizing this contract with its associated pricing. Said information will only be used for purposes of calculating the administrative fees to which NASPO ValuePoint may be entitled for administering this contract.

Where such information is required by any Participating State, which may impose its own administrative fee, such information may also only be used by it for purposes of calculating the administrative fee to which it may be entitled.

24. Public Information

This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public records laws.

25. Assignment/Subcontracts

a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and another State.

26. Changes in Contractor Representation

The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel (listed in the Contractor's Solicitation response) managing the Master Agreement in writing within 10 calendar days of the change. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience that was possessed by the key person proposed and evaluated in the Contractor's proposal. Changes in key personnel are subject to the written consent of the Lead State, which shall not be unreasonably withheld.

27. Independent Contractor The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

28. Cancellation

Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit.