Panasonic Information Sheet - 4.9.25.docx

PANASONIC CONNECT NORTH AMERICA

DIVISION OF PANASONIC CORPORATION OF NORTH AMERICA

Wisconsin Contract No. 505ENT-O24-NASPOCOMPUT-04 NASPO Master Agreement (MA) No. 23019

CONTRACT DETAILS

· 2 (Personal Computing Devices- Non-Windows Operating Systems: Desktops, Laptops, and Tablets)

· Online NASPO ValuePoint Store: http://connect.na.panasonic.com/government-contracts/naspo

· NASPO Price List: https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-2028/panasonic-connect-north-america/

Panasonic’s Information

Please direct all sales related questions (pre-sales consultation/quoting/ordering) to the Authorized Resellers. If additional questions arise, or escalation support is needed, you may contact Panasonic at contracts@us.panasonic.com.

STAR Supplier ID: Ending in 104258

2040 Radisson St.

Green Bay, WI 54302 Sales Representative Tim Cooney, Director of Business Development 920-544-4282 tcooney@baycominc.com Service Requests

(800) 726-5426 or customerservice@baycominc.com STAR Supplier ID: Ending in 14388

CDW Government LLC 200 N Milwaukee Avenue Vernon Hills, IL 60061 cdwgsales@cdwg.com 800-808-4239 STAR Supplier ID: Ending in 8880, remit to Main or Suffix-D

TKK Electronics 117 W. Walker St #24 Milwaukee, WI 53204 Sales Representative Michael Kirsch, 414-255-0482, mike@tkkelectronics.com Toll Free: 888-968-6844 Contract Manager Juan Hernandez, 414-290-0585, jjh@tkkelectronics.com STAR Supplier ID: Ending in 30645, remit to Main

CONTRACT DOCUMENTS

Participating Addendum

NASPO Master Agreement

2 | Page image1.emf

Panasonic 505ENT-O24-NASPOCOMPUT-04.pdf

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-04 for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

between

State of Wisconsin and

Panasonic Connect North America, Division of Panasonic Corporation of North America

This Participating Addendum is entered into by State of Wisconsin (“Participating Entity”) and the following

Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint

Master Agreement Number 23019, executed by Contractor and the State of Minnesota for Computer Equipment, Peripherals & Related Services (“Master Agreement”):

Panasonic Connect North America, Division of Panasonic Corporation of North America (“Contractor”)

Two Riverfront Plaza, 9th Floor

Newark, NJ 07102-5490

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating

Addendum is:

Solomon Surles III

Government Contracts Manager solomon.surlesiii@us.panasonic.com

775-895-2401

Participating Entity’s contact for this Participating

Addendum is:

Hallee Kox

Procurement Specialist

Hallee.Kox@wisconsin.gov 608-266-7554

II. TERM. This Participating Addendum is effective as of the date of the last signature below, and will terminate upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state if authorized herein and by law. Participating Entity has sole authority to determine which entities are eligible to use this

Participating Addendum. If Contractor becomes aware that an entity’s use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to initiate outreach to the appropriate parties.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with, Participating Entity’s laws. Venue for all legal proceedings arising out of the Participating Addendum, or breach thereof, shall be in the State or federal court with competent jurisdiction in Dane County, Wisconsin. In the event that any provision of this

Participating Addendum is contrary to Wisconsin law, such provision shall be null and void. The Contractor shall at all times comply with and observe all applicable federal and state laws, local laws, ordinances and regulations which are in effect during the period of this Participating Addendum and which in any manner affect the work or its conduct.

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to the Contractor and Participating Entity and Purchasing Entities.

a. Services. All services available through the Master Agreement may be offered and sold by

Contractor to Purchasing Entities with the exclusion of those identified in Attachment A, Section 10, Restrictions.

DocuSign Envelope ID: E72D3BE2-D259-4BA9-8FEC-0EDE42E338A7 mailto:solomon.surlesiii@us.panasonic.com mailto:Hallee.Kox@wisconsin.gov mailto:solomon.surlesiii@us.panasonic.com

Participating Addendum Number 505ENT-O24-NASPOCOMPUT-04 for

Between State of Wisconsin and Panasonic Connect North America, Division of Panasonic Corporation of North America

b. Equipment Leasing. Purchasing Entity may finance their purchases through a lease agreement.

Financing lease agreements pursuant to this Participating Addendum by a Purchasing Entity requires separate procurement authority as permitted by that Purchasing Entity’s procurement laws and regulations. The competitive process for finance lease agreements was not conducted with this solicitation. As a result, this Participating Addendum does not provide procurement authority for such financing lease agreements. Upon procurement authority obtained by the Purchasing Entity, financing lease agreements may be entered into for goods and Services within the scope of this

Participating Addendum. Any such agreement must be entered into prior to the Participating

Addendum expiration between the Contractor and the Purchasing Entity. Each Purchasing Entity is responsible for all aspects of the financing lease agreement such as any required competition, negotiations, equipment schedule, and signature on any financial leasing document.

c. Equipment Trade-in Program. The Purchasing Entity shall follow all required surplus property disposal procedures and policies. Use of the current or subsequently awarded contract for disposal shall be used when applicable. If required disposal procedures allow and if the Trade-In Program offers savings or disposal not offered elsewhere for the Purchasing Entity, such Program may be utilized.

d. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to

Participating Entity may provide Products and Services to users of this Participating Addendum.

Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master

Agreement and in this Participating Addendum. The State reserves the right to remove subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s NASPO

ValuePoint webpage during the life of this Participating Addendum.

e. Hardware. The dollar limits identified below are based on a SINGLE computer/system configuration.

This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM CONFIGURATION

Band One $15,000 Band Two $15,000 Peripherals $10,000

Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum unless the amendment is rejected by the Participating Entity in writing to Contractor within thirty (30) calendar days from the date the Contractor notifies the Participating Entity and is documented thereafter via written amendment hereto. The Contractor shall notify the Participating Entity in writing within ten (10) business days of the amendments effective date.

The terms of this Participating Addendum, excluding the Master Agreement, shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the

Participating State and Contractor.

Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor of the Participating Addendum.

VI. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the

Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if applicable.

VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE.

The Contractor must submit electronic reports on a quarterly basis and one (1) annual summary report on all sales, including service/maintenance, made against this Participating Addendum via email to doaitcontractusagereporting@wisconsin.gov (or as amended).

a. Reports must include the reporting listed in the Detail Sales Report Template, Attachment G of the

RFP. The column denoting the “Customer Type” shall indicate either “State” or “Municipality”.

b. The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table.

c. The quarterly reports will be filed using the schedule in Section f below. The annual report shall contain all data within the quarterly reports and include an annual sum total with any additional description notes.

d. Such reports shall retain the same format throughout the life of the contract unless mutually agreed upon.

e. The Contractor agrees to provide additional reports if requested by the State of Wisconsin in a format and frequency as mutually agreed upon by both parties.

f. Quarter End Report Due

March 31 April 30

June 30 July 31

September 30 October 31

December 31 January 31

The annual summary report is provided after four (4) quarters of data is collected from the start of the

Participating Addendum.

VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth therein.

IX. INFORMATION TECHNOLOGY SECURITY STANDARDS.

a. Executive Order 184. Executive Order 184 relating to Cybersecurity and Prohibiting the Use of Certain

Foreign Technologies directs the Wisconsin Department of Administration to take measures to ensure certain prohibited vendors and technologies are not used on State IT networks. Accordingly, the following vendors and/or software are prohibited from being provided to any Purchasing Entity:

• TikTok

• Huawei Technologies

• ZTE Corp

• Hytera Communications Corporation

• Hangzhou Hikvision Digital Technology Company mailto:doaitcontractusagereporting@wisconsin.gov mailto:doaitcontractusagereporting@wisconsin.gov

• Dahua Technology Company

• Tencent Holdings, including but not limited to:

o Tencent QQ o QQ Wallet o WeChat

• Alibaba products, including but not limited to:

o AliPay

• Kaspersky Lab

b. Confidential Information.

• Disclosures. In connection with the Contractor’s performance hereunder, it may be necessary for the Participating State or Purchasing Entity to disclose to the Contractor Confidential Information.

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

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

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

o The Contractor shall maintain all such information for a period of six (6) years from the date of termination of this Contract and shall thereafter return or destroy said information as directed by the State.

• Equitable Relief in Event of Contractor Breach. The Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the State, which injury will not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the parties specifically agree that the State, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Contract or under applicable law.

c. Security Incident or Data Breach Notification.

• Incident Response. Contractor may need to communicate with outside parties regarding a

Security Incident which may include contacting law enforcement and seeking external expertise as mutually agreed upon, defined by law, or contained in this Contract. Discussing Security

Incidents shall be handled on an urgent as-needed basis, as part of Contractor’s communication and mitigation processes, defined by law or contained in this Contract.

• Security Incident Report Requirements. Contractor shall report a Security Incident to the

Purchasing Entity or designee immediately if Contractor reasonably believes there has been a

Security Incident.

• Breach Reporting Requirements. If Contractor has actual knowledge of a confirmed Data

Breach that affects the security of any Public Data that is subject to applicable data breach notification law, Contractor shall: a) promptly notify the Purchasing Entity or designee within 72 hours or sooner or as required by applicable law; b) take commercially reasonable measures to address the Data Breach in a timely manner and c) be responsible for its Data Breach responsibilities, as provided in the next Section.

d. Data Breach Responsibilities. This Section only applies when a Data Breach occurs. Contractor agrees to comply with all applicable laws that require the notification of individuals in the event of a

Data Breach or other events requiring notification. In the event of a Data Breach or other event requiring notification, Contractor shall: a) cooperate with the Eligible User by sharing information relevant to the

Data Breach; b) promptly implement necessary remedial measures, if necessary; c) document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in relation to the Data Breach; and d) in accordance with applicable laws indemnify, hold harmless, and defend the State against any claims, damages, or other harm related to such Data Breach. If the Data Breach requires public notification, all communication shall be coordinated with the Purchasing Entity or designee. Contractor shall be responsible for all notification and remedial costs and damages where Contractor was gross negligent, reckless, or intentional conduct.

e. Payment Card Industry Data Security Standard and Cardholder Information Security. Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) that store, process or transmit payment card information for the purchase of products and services under this

Agreement comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network

Components” shall include Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances that transmit payment card information; “Applications” shall include all purchased and custom external (web) applications that store, process or transmit payment card information. “Servers” shall include all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers that store, process or transmit payment card information. Cardholder Data” shall mean any personally identifiable data associated with cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address or telephone number.

Contractor and Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to the applicable PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a Customer or Customer’s duly authorized representative shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of an exfiltration of

Cardholder Data to an unauthorized third party in order to validate compliance with PCIDSS, provided such security review is specific to the PCIDSS solution applicable to the purchase of products and services ordered under this Agreement.

X. ATTACHMENTS. This Participating Addendum includes the following attachments:

a. Attachment A: Participating Entity Modifications or Additions to the Master Agreement

b. Attachment B: Vendor Agreement- Wisconsin’s Cooperative Purchasing Service (DOA-3333) Form

XI. NOTICE. Any notice required herein shall be sent to the following:

For Contractor:

Panasonic Corporation of North America

Two Riverfront Plaza

Attn: Vice President-Procurement

Copy to:

General Counsel

Panasonic Corporation of North America Two Riverfront Plaza

For Participating Entity:

Hallee Kox Procurement Specialist Hallee.Kox@wisconsin.gov 608-266-7554

XII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor shall email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at pa@naspovaluepoint.org. While Participating Entity will maintain the official record of this Participating

Addendum, the Parties agree that this Participating Addendum, as amended, may be published on the

NASPO ValuePoint website.

SIGNATURE

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

CONTRACTOR: PARTICIPATING ENTITY:

Signature Signature

Richard Elliott______________________________ Cheryl Edgington ___________________________

Printed Name Printed Name

President__________________________________ Director, State Bureau of Procurement __________

Title Title

Date Date

Richard Elliott (Nov 9, 2023 18:45 EST) Richard Elliott

Nov 9, 2023

12/15/2023 | 8:26 AM CST

mailto:pa@naspovaluepoint.org mailto:Hallee.Kox@wisconsin.gov mailto:pa@naspovaluepoint.org https://na1.documents.adobe.com/verifier?tx=CBJCHBCAABAAEpO8m7xKS92c0We4lFqBuz0PqGaxD_8B

NASPO ValuePoint Computer Equipment, Peripherals & Related Services Master Agreement # 23019

Administered by the State of Minnesota (hereinafter “Lead State”)

Attachment A- Panasonic Connect North America, Division of Panasonic Corporation of North America

Participating State Contract # 505ENT-O24-NASPOCOMPUT-04

PARTICIPATING ENTITY MODIFICATIONS OR ADDITIONS TO THE MASTER

AGREEMENT.

1. Additional Term Definitions. All terms used and not defined herein shall have the meaning given within the Master Agreement and Request for Proposal.

“Business Day” means any day on which the Purchasing Entity is open for business.

“Confidential Information” means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the Purchasing Entity, Participating State or by a Third Party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii)

Proprietary Information; (iii) non-public information related to the Purchasing Entity’s or

Participating State’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information expressly designated as confidential in writing by the Purchasing Entity or Participating State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

“Contract” means a binding agreement for the procurement of goods and Services under the terms and conditions contained within the Participating Addendum, Master Agreement, Solicitation and Addendums, Contractor’s response to the Solicitation, and related Agreements.

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

“Day” means calendar day unless otherwise specified.

“Deliverables” means all project materials, including Goods, software licenses, data, and documentation created during the rendering of Services hereunder.

“Order” means the accepted Purchasing Entity standard document for Deliverables and Services, including incorporated documents or references subject to Contractor’s review and acceptance.

An Order may be an eProcurement Order entered online or Purchase Order sent either hard copy, fax, or via e-mail. Such incorporated documents may include a Statement of Work (SOW), negotiated license agreement, or an official quotation.

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

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

a. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

b. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the Purchasing Entity or State’s Order, includes a reference to the proper Order number, and is submitted to the proper address for processing.

“Purchasing Card (PCard)” is a charge card issued to an authorized State employee through the

Wisconsin Department of Administration, State Bureau of Procurement’s purchasing card contract.

“Software” means commercial operating off-the-shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment.

The term “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.

“State” for this Participating Addendum, means the State of Wisconsin.

“Subcontract” means any contract, express or implied, between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means any entity that enters into a Subcontract with the Contractor for the purpose of fulfilling the requirements and performance obligations of this Contract.

“Third Party” means any party who does not have a direct connection with this Contract, but who might be affected by it. A Third Party is a supplier of ancillary goods or support for a product or service who is neither the Contractor, Subcontractor, or the Purchasing Entity.

2. Vendor Agreement Form. The Contractor must sign the State of Wisconsin Vendor Agreement, Wisconsin’s Cooperative Purchasing Service form (DOA-3333), to allow entities, as defined on the DOA-3333 form, to purchase through this Participating Addendum. Contractor is responsible for verifying all sales under this Participating Addendum are to Purchasing Entities authorized by this Participating Addendum.

3. No Quantity Guarantees. Purchase under this Agreement pursuant to the Master Agreement is not mandatory. This Participating Addendum is non-exclusive. The State may obtain related goods or Services from other sources during the term of this Agreement in its sole discretion and at its sole option. Subject to the foregoing, the State makes no express or implied warranties whatsoever that any particular quantity or dollar amount of Services shall be procured through this Agreement.

4. Quotes.

a. Contractor shall respond to Purchasing Entity quote requests within two (2) Business

Days of receiving the request.

b. Contract shall provide written quotes to Purchasing Entities within 24 hours, excluding requests received on weekends or Participating State holidays.

c. When a quote may take longer due to delays by the manufacturer, Contractor shall provide an estimate for when the quote will be provided. Standard shipping is included.

Quotes shall identify any applicable special handling or shipping charges not covered under the Contract. Any shipping costs listed on an invoice that were not identified on the quote will not be paid by the Purchasing Entity.

d. Quote pricing shall remain firm for at least thirty (30) Days from the date the quote is provided to the Purchasing Entity.

5. Pricing and Discount.

Contractor’s stated prices approved and agreed to with NASPO under the Master Price

Agreement shall apply to this Participating Addendum. The State qualifies for governmental discounts, if available; and its educational institutions also qualify for educational discounts, if available. The Contractor may offer, within written quotes, a greater discount than the approved minimum discount for the State, volume purchases or for competitive reasons.

a. Purchasing Entities will be allowed to negotiate pricing available in the Master

Agreement for lower pricing or higher discounts.

b. Contractor shall offer such lower pricing or higher discount options available to the

Purchasing Entity prior to an Order being placed. Such discounts shall not require the

Purchasing Entity or the Participating State to provide additional documentation to participate in such pricing. An example is “Big Deal Pricing.”

c. Contractor may offer promotions for deeply discounted products based on their inventory and sales. Contractor will be responsible to market such offers and adhere to the terms and conditions regarding advertising and news releases.

6. Substitution. Contractor will not substitute equipment, products, or Services specified by the

Purchasing Entity in an Order. If equipment, products, or Services cannot be supplied and delivered as specified, Contractor shall promptly inform the Purchasing Entity in writing and the

Purchasing Entity will be offered the choice of terminating the Order, accepting back order status, or consulting with the Contractor sales representative about selecting alternative goods or

Services.

7. Warranty. Upon request, the Contractor will provide a copy of or a link to the manufacturer’s

Warranty accompanying Products ordered.

8. Product Recalls. In the event Contractor recalls a Contractor branded product, Contractor agrees to use diligent efforts to provide written notice to the Participating State’s primary contact or designee within twenty (20) Business Days from the date of Contractor’s written public announcement of such recall. Such written notice shall identify the Contractor branded product being recalled, the reason for the recall (if applicable), and the process for replacing the recalled

Contractor branded product. When such recalled equipment or products that are not Contractor branded products, Contractor agrees to notify the Participating State’s primary contact or designee within a reasonable time after Contractor’s receipt of the Third Party manufacturer’s written recall notice to Contractor, if applicable.

9. Replacement Parts. All replacement parts provided under this Participating Addendum are new including any warranty provided with such new parts. If such parts do not meet this requirement, the Purchasing Entity must approve in writing prior to shipment of such parts for each Order.

10. Restrictions.

In addition to the Master Agreement, restrictions for Software, general services, and additional products/services are as follows:

a. Software.

• Stand-alone Software purchase, including applications (“Apps”), is not allowed.

b. General Services.

• Acquisition of such Services shall be subject to this Participating Addendum and the

Master Agreement and to other additional terms that may be required by the

Purchasing Entity. Services shall be described in a Statement of Work (SOW). Such

SOW shall include specific terms detailing the Services such as, but not limited to:

the time for performance, the payment amounts, payment contingencies, acceptance provisions, testing or other verification against specifications.

• Services must be related to the equipment purchase. Additional professional

Services, including general consulting, regardless of length of engagement, are not allowed.

• All travel expenses, if applicable, shall be reimbursed under the same conditions and rates as noted in the current published State of Wisconsin Pocket Travel Guide published by the Department of Administration, Division of Personnel Management.

• When the Purchasing Entity Order requires a background check prior to providing

Services, Contractor shall be responsible for meeting any background check requirements. Such background check requirements and the payment of the background checks shall be agreed to in writing between the Purchasing Entity and the Contractor. Purchasing Entity shall have the sole discretion to allow or deny access to any individual providing Contract Services after conducting a background check.

c. Additional Product/Services.

• The EPEAT Bronze requirement is not waived, unless otherwise agreed upon in writing between the Contractor and Purchasing Entity.

• Rental equipment is not authorized under this Participating Addendum.

11. Title of Product Restrictions. Notwithstanding anything to the contrary, in the event of any conflict or inconsistency between the terms and any software license, the Order of Precedence apply to the extent any terms of the software license are not in conflict with the Purchasing

Entity’s applicable governing law.

12. Other Documents. Standard forms or templates may be used for various purposes, including but not limited to, Purchase Orders, invoices, quotes, ‘Website Terms and/or Conditions’ or ‘click to accept’ agreement(s), some of which may contain boilerplate or standard terms and conditions

(“Other Documents”). However, any use of Other Documents are not a part of this Contract and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Participating Addendum.

13. Liens, Claims and Encumbrances. The Contractor warrants and represents that all Deliverables ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

14. Website Ordering. The Participating State may inherit the NASPO Contractor website or require

Contractor to provide a hosted or punchout site for use on an e-procurement system. Contractor will work with the State where needed for implementation. Contract pricing for only the scope of this Participating Addendum will be available on the website.

15. Trial or Demonstration of Device or Equipment. A written agreement between the Purchasing

Entity and the Contractor shall occur prior to any trial or demonstration.

16. Acceptance/Acceptance Testing. In addition to the Master Agreement, Section 19.e., the

Contractor shall not require the Purchasing Entity to sign or electronically accept additional terms and conditions for acceptance or acceptance testing except under a custom SOW that has been mutually agreed to by both parties in writing, or as otherwise specified and agreed to within the applicable Order. Such additional terms and conditions for acceptance or acceptance testing shall be consistent and complementary with the terms and conditions of the Contract.

17. Delivery; Acceptance:

Purchasing Entity agrees to confirm delivery of all products covered by each Order when the same is delivered by signing a delivery acknowledgement. By signing a delivery acknowledgement, it is not certifying acceptance of the equipment. Unless otherwise agreed upon by both parties in writing, signing the delivery acknowledgement only certifies equipment has arrived to the location delivered.

Unless otherwise agreed to by both parties, signing the delivery and acceptance (“D&A”) certificate constitutes acceptance of the product(s) and allows Contractor to invoice for the product(s). Failure to sign the D&A or reject the product(s) within the foregoing thirty (30) Day period shall be deemed as acceptance by the Purchasing Entity.

Acceptance of such products may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the

Purchasing Entity in relation to the preparation and shipping of product(s) rejected and returned, or for which acceptance is revoked. Further, with regard to material defects discovered after acceptance, the affected product will be subject to remedy in accordance with the applicable

Warranty purchased for that product. Products may be returned thirty (30) Days from date of shipment without penalty.

A good or service furnished under this Contract shall function in accordance with the specifications identified in this Contract and Solicitation. If the goods or Services do not conform with the specifications identified in this Contract and Solicitation (“Defects”), the Purchasing

Entity shall, prior to acceptance period to notify Contractor in writing of the Defect. Contractor agrees that upon receiving such notice, it shall use reasonable efforts to correct the Defects within fifteen (15) Days (“Cure Period”).

Orders may be cancelable by Purchasing Entity following acceptance by Contractor per the terms of the Participating Addendum. Contractor reserves the right to make Product deliveries in installments. All such installments shall be invoiced and paid for when all delivery and installation are completed so that Purchasing Entity can accept equipment. Delay in delivery of any installment may relieve Purchasing Entity of its obligation to accept remaining installments and may temporarily relieve the obligation to remit payments as invoiced by Contractor for any equipment that has yet to be delivered and shall be reviewed on a case-by-case basis. Contractor reserves the right at any time to revoke any credit extended to Purchasing Entity because of Purchasing Entity’s failure to pay for any Products when due per the terms of this Participating Addendum.

18. Returns; Damaged Products. No products may be returned without Contractor’s prior written consent. Products returned without written authorization from Contractor may not be accepted by

Contractor and is the sole responsibility of Purchasing Entity. All nonsaleable merchandise (that has been opened or partially used) will be deducted from any credit due to Purchasing Entity. All claims for damaged products or delay in delivery shall be deemed waived unless made in writing and delivered to Contractor within thirty (30) Business Days after receipt of products.

19. Rush Orders. Upon request of the Purchasing Entity, Contractor will provide expedited delivery of in-stock equipment in accordance with the Order. Any additional shipping incurred costs above and beyond the already included shipping costs as a result of a rush request shall be quoted and accepted by the Purchasing Entity prior to shipment.

20. Risk of Loss or Damage. The State, except for loss or damage due to fire, theft, or the negligence of the State, shall be relieved of all risks of loss or damage to the Products during periods of transportation to the State and installation (if installation is provided by the Contractor), unless and until such time as unencumbered title is vested in the State. The State will notify Contractor in writing immediately of any loss.

21. Services performed in United States. Pursuant to s. 16.705(1r), Wis. Stats., services must be performed within the United States.

22. Rendering of Services. The Contractor shall render Services with all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to the requirements set forth in the Participating Addendum and a Purchase Order. The Purchasing Entity and/or

Participating State may inspect, observe and examine the performance of the Services rendered on the Purchasing Entity’s premises at reasonable times, without notice. If the Purchasing Entity notifies the Contractor that any part of the Services rendered are inadequate or in any way differ from the Participating Addendum requirements for any reason other than as a result of the

Purchasing Entity’s default or negligence, the Contractor shall at its own expense re-schedule and perform the work correctly within such reasonable times as the Purchasing Entity specifies. This remedy shall in be in addition to any other remedies available to the Purchasing Entity and/or

Participating State by law or in equity.

23. Security of Premises, Equipment, Data and Personnel. During the performance of Services under this Contract, the Contractor may have access to the personnel, premises, equipment, and other property, including data files, information, or materials (collectively referred to as “data”) belonging to the Purchasing Entity. The Contractor shall preserve the safety, security, and the integrity of the personnel, premises, equipment, data and other property of the Purchasing Entity, in accordance with the instruction of the Purchasing Entity as agreed to in writing. The Contractor shall be responsible for damage to the Purchasing Entity's equipment, workplace, and its contents, when such damage or loss is caused by the Contractor, Contracted Personnel, or Subcontractors, and shall reimburse the Purchasing Entity accordingly upon demand.

24. Installation. If the Contractor is providing installation with the product purchase, Contractor site guidelines required for equipment installation shall be provided the Purchasing Entity prior to

Order. Ideally, such site guidelines will be provided at the time of the written quote. In the event such installation requirements were provided by the Contractor to the Purchasing Entity after an

Order was placed, the Purchasing Entity has the option to cancel or write a change Order without penalty or additional fees.

25. Contractor Personnel:

a. Identification. If requested by the Purchasing Entity, the Contractor shall provide a list of the names and addresses of all Contractor’s employees, Contractor personnel, or

Subcontractor’s employees who may at any time require admission to the Purchasing

Entity’s premises in connection with the rendering of Services, specifying each such person’s connection to the Contractor, the role the person is to take in the performance of the Participating Addendum, and other particulars as the Purchasing Entity may require.

The Purchasing Entity reserves the right to refuse to admit to the Purchasing Entity’s premises any person employed or contracted by the Contractor whose admission, in the sole opinion of the Purchasing Entity, would be undesirable.

b. Identification of Contracted Personnel. The Contractor shall furnish each Contractor personnel with a means of identifying themselves as agents, Subcontractors, or employees of the Contractor assigned to perform Services under the Participating Addendum and furnish the Purchasing Entity with security credentials on these Contractor personnel, if requested.

c. Background or Criminal History Investigation. When the Purchasing Entity business needs require a background or criminal history investigation, and prior to the commencement of any Services under this Participating Addendum, the Purchasing Entity may request that Contractor provide a certification that a background or criminal history investigation of Contractor personnel, and Subcontractor’s employees, who will be providing Services to the Purchasing Entity under the Participating Addendum has been performed on such personnel through Contractor’s standard pre-employment screening processes. If any of the stated personnel providing Services to the Purchasing Entity under this Participating Addendum is not acceptable to the Purchasing Entity in its sole opinion as a result of the background or criminal history results, the Purchasing Entity may request immediate replacement of the person. If a replacement is not possible the Participating

Entity may terminate any related Purchase Order. Purchasing Entity may not request that

Contractor take action because of race, religion, gender, age, disability, or any other legally prohibited basis under federal, state or local law.

d. Removal/Replacement of Contractor Personnel. The State may request the Contractor to remove or reassign Contractor personnel assigned to perform Contractor Services

(“Contractor Personnel”) at the State’s discretion for any lawful reason or if the performance or conduct of such personnel is unsatisfactory. The State may request that such Contractor Personnel be replaced within fifteen (15) Business Days from such removal. The Purchasing Entity will notify the Contractor in writing and the exclusion of a designated individual(s) shall take effect as soon as reasonably practicable provided that the parties shall first discuss alternatives to removal as may be requested by Contractor in writing, however the State reserves the right to deny entry or to request the immediate removal of any Contractor Personnel for any lawful reason from any of its facilities based on security or safety concerns. The decision of the Purchasing Entity following such discussions if any shall be final. This provision shall not infringe upon the right of the

Contractor to employ the removed individual, nor shall the State’s rights under this provision implicate the State as a party to any of the Contractor’s obligations in the

Agreement. The State shall have the right, at no charge to the State, to interview, check the references of, and accept or reject any proposed replacements for Contractor Personnel who will be performing Contractor Services on-site at the State’s facilities prior to such

Contractor Personnel replacements beginning work on the project. To the extent that departing Contractor Personnel provide adequate notice to the Contractor, Contractor shall use commercially reasonable efforts to obtain a smooth transition at no additional charge to the State, including the provision of knowledge transfer documentation and cooperation between the replaced and the newly assigned personnel including an overlap in the assignment of the replaced and newly assigned personnel for a duration of at least ten (10)

Business Days, unless the Purchasing Entity agrees to a shorter period in writing.

26. Taxes. The Participating State and its agencies are exempt from payment of all federal tax and

Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

The Participating State, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The Participating State may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials. Purchasing Entities other than State agencies may or may not be subject federal tax and Wisconsin state and local taxes. It is the responsibility of the Purchasing Entity to provide the Contractor with the appropriate tax exemption information.

27. Payment Terms and Invoicing. Payments terms are as follows, unless otherwise agreed to with the Purchasing Entity:

a. All invoices shall include Contractor’s tax identification number and a detailed description of goods and Services rendered. If the State fails to pay a Properly-submitted Invoice within thirty (30) Days of receipt, it shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to s. 16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and will be excused from the prompt payment requirement for the disputed portion.

Contractor may discontinue performance with any Purchasing Entity if Purchasing Entity fails to pay any undisputed sum due.

b. Purchasing Entities may use a PCard, subject to its credit limit, or issue a Purchase Order, provided that any additional or different terms of such PCard or Purchase Order shall not apply. State use of a PCard for hardware purchases and maintenance payments is limited to time of order placement only.

c. Contractor shall forward invoice(s), directly to the Purchasing Entity. Purchase Orders and

Payments shall be made to Contractor.

28. Refund of Credits. Within sixty (60) Days of the State’s request, the Contractor shall pay to the

State any credits resulting from an Order that the State and Contractor agree is owed and determines cannot be applied to future invoices.

29. Right of Offset. Upon written notice, the State may offset against contractual payments due to the

Contractor in an amount necessary to satisfy a certified or verifiable delinquent payment owed by the Contractor to the State or any local unit of government in Wisconsin that is not under formal written appeal. The State also reserves the right to cancel this Agreement if a delinquency is not satisfied by the offset or other means during the Agreement Term.

30. Liquidated Damages. Liquidated Damages for failures or delays in the performance of the

Contractor Services may be addressed as mutually agreed and applicable to the Contractor Services in the Purchasing Entity order.

31. Term and Termination:

This Agreement shall end conterminously with the Master Agreement, provided that any

Statements of Work entered into prior to expiration or termination of this Agreement shall survive such expiration of the Master Agreement, for the term stated in the SOW, and continue to be subject to its terms.

a. The Participating State reserves the right to cancel this Participating Addendum if the

Contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax and does not cure such failure within thirty (30) Days of receipt of notice.

b. The Participating State also reserves the right to cancel this…