Pure Storage Information Sheet - 5.12.25.docx

PURE STORAGE INC

Wisconsin Contract No. 505ENT-O24-NASPOCOMPUT-06 NASPO Master Agreement No. 23020

CONTRACT DETAILS

· Online NASPO ValuePoint Store: https://www.purestorage.com/company/how-to-buy/naspo-valuepoint-23020.html

· NASPO Price List: https://www.naspovaluepoint.org/portfolio/computer-equipment-peripherals-related-services-2023-2028/pure-storage/

Katie Lefebvre Sr. Public Sector Contracts Specialist IV klefebvre@purestorage.com 630-863-2428

STAR Supplier ID: Ending in 144801

2323 Crossroads Drive, STE 300 Madison, WI 53718 Riley Ruegsegger, riley.ruegsegger@aebs.com, 608-558-3927 STAR Supplier ID: Ending in 12948, remit to Main

Heartland Business Systems 1700 Stephen Street, P.O. Box 347 Little Chute, WI 54140 Mark Koxlien, partnerrelations@hbs.net, 920-788-7720 STAR Supplier ID: Ending in 32062, remit to Main or Loc-3

Insight Public Sector, Inc.

2701 E. Insight Way Chandler, AZ 85286 Erin Schmitz, TeamWisconsin@insight.com, 480-366-7194 STAR Supplier ID: Ending in 8806, remit to Main or Suffix-J

SHI International Corp. (MBE) 290 Davidson Avenue Somerset, NJ 08873 State and Local Government:

Chris Petersen, Chris_Petersen@SHI.com, 262-664-2533 Educational Institutions:

Mike Mapes, Mike_Mapes@SHI.com, 920-515-7140 STAR Supplier ID: Ending in 4111, remit to Loc-4

Presidio Networked Solutions LLC www.presidio.com 12100 Sunset Hills Road, Suite 300, Reston VA 20190 Sales Contact Brian Borland, 608-371-6754, bborland@presidio.com Remittance Address PO Box 677638 Dallas, TX 75267-7638 STAR Supplier ID: Ending in 107026, remit to Loc-3

CONTRACT DOCUMENTS

Participating Addendum

NASPO Master Agreement

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Pure Storage 505ENT-O24-NASPOCOMPUT-06.pdf

DocuSign Envelope ID: E72D3BE2-D259-4BA9-8FEC-0EDE42E338A7

12/15/2023 | 8:26 AM CST

NASPO ValuePoint Computer Equipment, Peripherals & Related Services Master Agreement # 23020 Administered by the State of Minnesota (hereinafter “Lead State”)

Attachment A- Pure Storage, Inc.

Participating State Contract # 505ENT-O24-NASPOCOMPUT-06

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.

“Authorized Reseller” means any entity that enters into an Authorized Reseller Agreement with the Contractor for the purpose of fulfilling the requirements and performance obligations of this Contract.

“Authorized Reseller Agreement” means any contract, express or implied, between the Contractor and its Authorized Reseller delegating or assigning, in whole or in part, the to fulfill the requirements and performance obligations of this Contract.

“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 Authorized Reseller’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.

“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, Authorized Reseller, 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’s Authorized Reseller shall respond to Purchasing Entity quote requests within two (2) Business Days of receiving the request.

b. Contractor’s Authorized Reseller 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 Contractor, the Contractor’s Authorized Reseller 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’s Authorized Reseller 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 through its Authorized Resellers 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 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’s Authorized Reseller 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’s Authorized Reseller 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 the Contractor’s technical documentation and end user agreement accompanying the products or services. If the goods or Services do not conform with the specifications (“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 its end user and service agreements which includes 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 end user and service agreements and 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 either (a) Contractor’s standard pre-employment screening processes or (b) a screening requested by the Purchasing Entity. 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 Authorized Reseller 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 or its Authorized Reseller 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’s Authorized Reseller shall forward invoice(s), directly to the Purchasing Entity. Purchase Orders and Payments shall be made to Contractor’s Authorized Reseller.

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’s Authorized Reseller in an amount necessary to satisfy a certified or verifiable delinquent payment owed by the Contractor’s Authorized Reseller 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 Participating Addendum with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

c. The Participating Addendum may be canceled by the Participating State at any time, with or without cause in accordance with Paragraph 31.2 of this Agreement.

d. The Participating State reserves the right to cancel in whole or in part without penalty due to nonappropriation of funds.

e. In the event the Contractor is in default following the expiration of a thirty (30) Day cure period, the Participating Addendum is subject to cancellation in accordance with Paragraph 31.1 of this Agreement to the extent allowable by applicable law.

f. In the event of a cancellation of this Participating Addendum, the Contractor shall be entitled to payment, determined on a prorated basis, for work or Services satisfactorily performed and accepted.

g. The Purchasing Entity may terminate a specific Purchase Order issued under this Participating Addendum if the Contractor is unable to render the Services or provide the Products required in a timely manner in accordance with the terms of the PO, in order to meet the business needs of the Purchasing Entity, which inability shall remain uncured following thirty (30) Days written notice to the non-performing party.

h. The Participating State reserves the right to cancel this Participating Addendum if the Contractor fails to submit a non-discrimination or affirmative action plan or fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law).

31.1 Termination for Cause:

a. The State may terminate this Participating Addendum with written notice if, after providing the Contractor with thirty (30) Days written notice of the Contractor’s right to cure a material failure of the Contractor to perform under the terms of this Agreement, the Contractor fails to cure such material failure within the thirty (30) Day cure period.

The Contractor may terminate this Agreement if, after providing the State with thirty

(30) Days written notice of the State’s right to cure a material failure of the State to perform under the terms of this Agreement, the State fails to cure such material failure within the thirty (30) Day cure period.

Any termination for cause must be preceded by written notice and an opportunity to cure as provided in this section. Unless otherwise stated in the notice of termination, Termination of this Agreement shall not terminate any orders in progress. Upon the termination of this Agreement for any reason, or upon Agreement expiration, each party shall be released from all obligations to the other party arising after the date of termination or expiration, except for those that by their terms survive such termination or expiration (including any surviving orders).

b. Upon termination under this section, all Deliverables prepared by the Contractor under a Contractor Services and SOW and paid for by the State that are intended to be the property of the State under the terms of this Agreement shall become the property of and be delivered to the State.

c. The State may, upon termination of this Agreement for cause, procure on terms and in the manner that it deems appropriate, materials or Services to replace those terminated for cause under this Agreement.

31.2 Termination for Convenience: The State may terminate this Contract at any time, without cause, by providing a written notice to the other party at least sixty (60) Days in advance of the intended date of termination.

Contractor may terminate this Contract at any time, without cause, by providing a written notice to the other party at least sixty (60) Days in advance of the intended date of termination.

In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for any completed or partially completed Services rendered or Deliverables provided under the Contract. Compensation for partially completed Services shall be no more than the percentage of completion of the Services requested, as determined by the State in its sole discretion, multiplied by the corresponding payment for completion of such Services as set forth in the Contract. Alternatively, at the sole discretion of the State, the Contractor may be compensated for the actual Service hours provided. The State shall be entitled to a refund for Deliverables or Services paid for but not received or rendered, such refund to be paid within thirty (30) Days of written notice to the Contractor requesting the refund.

32. Contract Dispute Resolution:

In the event of any unresolved dispute or disagreement between the parties under this Participating Addendum, whether with respect to the interpretation of any provision of the terms and conditions, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Participating Entity, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely.

a. No Termination or Suspension of Services: If any problem or dispute arises between the parties, in no event nor for any reason and unless and until authorized by a court of competent jurisdiction, shall Contractor interrupt the performance of the Services or any other obligation hereunder, disable any equipment used in the Services, or perform any other action that prevents, slows down, or reduces in any way the performance of the Services or the Purchasing Entity’s ability to conduct its business; provided that Purchasing Entity is making payment for all products and Services during the period of any such dispute.

33. Contractor Compliance and Responsibility for Actions. The Contractor shall at all times comply with and observe all Federal and State and local laws, ordinances, and regulations that are in effect during the term of this Agreement that govern Contractor’s business and operations. The

Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors under this Agreement, and neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the State. The State shall be responsible for compliance with laws applicable to the State and its operations.

34. Antitrust Assignment. By entering into this Agreement, Contractor conveys, sells, assigns and transfers to the State all rights, title and interest in and to all causes of action, claims and demands of whatever nature it may now have or hereafter acquire under the antitrust laws of the State relating specifically to that proportionate amount of the Goods or Services attributable to the Goods or Services purchased or acquired by the State from the Contractor under this Agreement.

35. Severability. If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect. The invalid provision shall be replaced by a valid provision that comes closest in intent to the invalid provision.

36. Contractor Indemnification. Contractor shall hold the State harmless and shall defend and indemnify the State, its Agencies, officers and employees against any and all third party claims, suits, actions, liabilities and costs of any kind, including attorney's fees, for personal injury or damage to property arising from the grossly negligent, reckless, or intentional acts or omissions of the Contractor, its agents, officers, employees or Subcontractors. No provision of this Contract will be given effect that attempts to require the Purchasing Entity or Participating State to defend, hold harmless, or indemnify any Contractor or Third Party for any acts or omissions.

37. Assignment of Contract. The Contractor shall provide prior written notice to the Participating State primary contact or designee before assigning this Contract to another party. The Participating State reserves the right to withhold approval of any such assignment in its sole discretion. The terms and conditions of this Contract as well as any rights obligations and liabilities associated with such shall survive any and all assignments, mergers, or acquisitions by a Third Party until cancelled in writing by both parties.

38. Insurance Responsibility. The Contractor shall maintain the following insurance coverage:

a. Worker's compensation insurance, as required under Chapter 102 of the Wisconsin

Statutes, for all of the Contractor’s employees engaged in the Contractor Services performed under this Contract;

b. Commercial liability, bodily injury and property damage insurance against claim(s) that may occur in carrying out the Contractor Services pursuant to this Contract, with a minimum coverage of one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations; and

c. Motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out the Contractor Services pursuant to this Contract, with a minimum coverage of one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

d. Certificate of Insurance, showing up-to-date coverage, shall be on file in the Agency before the Contractor Services may commence (if applicable).

The State reserves the right to require higher or lower insurance limits, where warranted, provided any higher required limits will not apply to existing SOWs unless otherwise agreed in writing and Contractor may terminate this Agreement (but not existing SOWs) for convenience if it does not agree to comply with the higher limits.

39. Nondiscrimination and Affirmative Action. In connection with the performance of work under this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s.

111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor further agrees to take affirmative action to ensure equal employment opportunities.

a. Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the Contractor. An exemption occurs from this requirement if the Contractor has a workforce of less than fifty (50) employees. Within fifteen (15) Business Days after the Contract is awarded, the Contractor must submit the plan to the State for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the State.

b. The Contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the State that sets forth the provisions of the State's nondiscrimination law.

c. Failure to comply with the conditions of this clause may result in the Contractor's becoming declared an "ineligible" contractor, termination of the Contract, or withholding of payment.

d. Pursuant to s. 16.75(10p), Wis. Stats., Contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in

s. 20.931(1)(b). State agencies and authorities may not execute a Contract and reserve the right to terminate an existing Contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

e. Pursuant to 2019 Wisconsin Executive Order 1, Contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, Subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

40. Recordkeeping and Record Retention:

§19.36 (3) of the Wisconsin Statutes applies to this Agreement, and Records (as defined in §19.32 of the Wisconsin Statutes) that are produced or collected under this Agreement are subject to disclosure pursuant to a public records request.

The Contractor shall establish and maintain adequate records to the extent and in such detail as shall adequately reflect performance and administration of payments and fees Contractor of all documentation developed or compiled by it for the State and expenditures incurred by it and charges paid or payable by the State under this Agreement. All such records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP) in accordance with federal, and State laws applicable to Contractor. The Contractor, following final payment, shall retain all its records produced or collected under this Agreement for six (6) years.

Any additional responsibilities relative to Contractor’s retention of records may be addressed as mutually agreed in the applicable SOW for Contractor Services.

41. Notice and Change of Contact Information. Any notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery or three (3) Business Days after mailing by postal service, certified or registered mail-receipt requested. In the event the Contractor moves or updates contact information, the Contractor shall inform the Participating State primary contact or designee of such changes in writing within a reasonable period and not to exceed twenty (20) Business Days. The Purchasing Entity shall not be held responsible for payments on Orders delayed due to the Contractor’s failure to provide such notice.

42. Conflict of Interest: Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of State contracts.

43. Disclosure. If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which Contractor knows a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this Agreement is voidable by the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the Agreement. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats.

Contractor certifies to the best of its knowledge and belief, no relationship exists between it and the Participating State or Purchasing Entity that interferes with fair competition or is a conflict of interest, and no relationship exists between the Contractor and another person or organization that constitutes a conflict of interest with respect to this Participating Addendum. The Department of Administration may waive this provision, in writing, if those activities of the potential Contractor will not be adverse to the interests of the State.

44. Employment: The Contractor will not engage the services of any person or persons it knows is now employed by the State of Wisconsin, including any department, commission or board thereof, to provide Contractor Services relating to this Agreement without the written consent of the employing agency of such person or persons and of the Participating State.

45. Independent Capacity of Contractor: The Contractor, its officers, agents, and employees, in the performance of this Agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agent of the State. The Contractor agrees to take such steps as may be necessary to ensure that each Subcontractor of the Contractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the State.

46. Promotional Advertising and News Releases. Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited. News releases or releases of broadcast e-mails pertaining to this Participating Addendum shall not be made without prior written approval of the State.

47. Foreign Corporation. Pursuant to s. 180.1501, Wis. Stats., and Chapter 180, Wis. Stats., generally regarding foreign corporations, a foreign corporation (any corporation other than a

Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis.