WirelessWatchdog MSA0573 Dataprise PO-10700-00040868 Amd 3 AssignmentAssumptionConsent signed11.20.24.pdf

Amendment 3, Assignment Assumption Agreement, Wireless Watchdogs LLC-Dataprise LLC 1

AMENDMENT #3 to MASTER SERVICES AGREEMENT

CONTRACT # PO-10700-00040868, Previous #0573

This Amendment #3 (this “Amendment”) is entered into by and between Wireless Watchdogs, LLC (“Contractor- Assignor”), Dataprise LLC (“Contractor-Assignee”) and the State of Oregon, acting by and through the Department of Administrative Services, State Procurement Services, (“DASPS”) with respect to all rights and obligations of Contractor-Assignor arising out of the MSA (defined below). Capitalized terms used but not otherwise defined have the meaning given to them in the MSA. This Amendment is effective on the date signed by all parties (“Amendment Effective Date”).

RECITALS

Contractor-Assignor entered into Agreement 0573 dated September 30, 2020 with DASPS to provide Wireless management services (the “MSA”).

The MSA contains a provision that Contractor-Assignor shall not assign, delegate or otherwise transfer any of its rights or obligations under the MSA without first obtaining the written consent of DASPS.

Contractor-Assignor desires to assign all rights and delegate all duties arising under the MSA and Contractor- Assignee is willing to accept and assume the assignment of all such rights and the delegation of all duties arising out of the MSA as applicable.

Both parties to this Amendment desire to induce DASPS to give its written consent to the assignment, delegation and assumption of the MSA.

NOW THEREFORE, in consideration of the mutual promises, terms and conditions contained in this Amendment, the receipt and sufficiency of which are hereby acknowledged, Contractor-Assignor, Contractor-Assignee and DASPS mutually agree as follows:

1. Assignment of Rights and Transfer of Obligations

Contractor-Assignor hereby (a) assigns all of its right, title and interest to and under, and (b) delegates all of its duties to and under, the MSA to Contractor-Assignee effective as of the date Contractor-Assignor transfers its assets, liabilities and operations to Contractor-Assignee (the “Transfer Date”).

2. Acceptance of Assignment and Delegation and Assumption of MSA

Contractor-Assignee hereby accepts the assignment from Contractor-Assignor of (a) all right, title and interest in and (b) the delegation of all duties arising out of the MSA and assumes and agrees to perform all obligations of Contractor-Assignor in strict conformance with the terms, conditions, requirements and specifications therein including all amendments, if any, of the MSA from and after the Transfer Date.

3. Inducement to State to Accept Assignment

As an inducement to DASPS to accept the assignment and delegation contained in this Amendmentt, Contractor- Assignor and Contractor-Assignee agree as follows:

(a) Contractor-Assignee Performance Guarantees

Amendment 3, Assignment Assumption Agreement, Wireless Watchdogs LLC-Dataprise LLC 2

Contractor-Assignee agrees to perform and comply with all of the obligations contained in the MSA in strict conformance with the terms, conditions, requirements and specifications therein including all amendments, if any, entered into between the parties as of the Transfer Date.

(b) Contractor-Assignee Representations and Warranties

Contractor-Assignee represents and warrants as follows:

(1) Contractor-Assignee has the power and authority to enter into and execute this Amendment and when executed and delivered, the Amendment shall be a valid and binding obligation of Contractor- Assignee enforceable in accordance with its terms.

(2) Contractor-Assignee has the power and authority to enter into and perform the MSA and as of the Transfer Date, the MSA shall be a valid and binding obligation of Contractor-Assignee enforceable in accordance with its terms.

(3) Contractor-Assignee represents and warrants that Contractor-Assignee has the skill and knowledge possessed by well-informed members of its trade or profession and shall apply that skill and knowledge with care and diligence so Contractor-Assignee and Contractor-Assignee’s employees and any authorized subcontractors perform the obligations contained in the MSA in accordance with the standards prevalent in Contractor-Assignee’s trade or profession.

(4) Contractor-Assignee represents and warrants that all Goods delivered and Services provided under the MSA if any, are free and clear of any liens or encumbrances, and that Contractor-Assignee has full legal title to the Goods, and that no other person has any right, title or interest in the Goods that shall be superior to or infringe upon the rights granted to the State under the MSA.

(5) Contractor-Assignee represents and warrants that any Goods delivered and Services provided by Contractor-Assignee under the MSA, if any, shall conform to the specifications, capabilities, characteristics, functions and performance standards set forth in the MSA and any documentation provided by Contractor-Assignee related to the Goods or Services, shall be free from error or defect that materially impairs their use, and shall be free from defects in materials, workmanship and design.

(6) Contractor-Assignee represents and warrants that when used as authorized by the MSA, the Goods delivered by Contractor-Assignee, if any and any use of such Goods will not infringe any copyright, patent, trade secret, or other proprietary right of any third party.

(7) The representations, warranties and certifications set forth in this Amendment are in addition to, and not in lieu of, any other representations and warranties provided in the MSA. All representations and warranties in this Amendment and the MSA shall be cumulative, and shall be interpreted expansively so as to afford the State with the broadest protection available.

(c) Contractor-Assignor Representations, Warranties and Performance Guarantees

(1) Notwithstanding any other provision of this Amendment, after the Transfer Date, Contractor- Assignor agrees to remain obligated to State in accordance with the terms of the MSA.

Amendment 3, Assignment Assumption Agreement, Wireless Watchdogs LLC-Dataprise LLC 3

(2) Contractor-Assignor represents and warrants that (i) the MSA is in full force and effect in accordance with its terms and (ii) the Contractor-Assignor is not in default of the MSA and (iii) all payments due under the MSA as of the Transfer Date have been made and (iv) Contractor- Assignor has no claims against the State arising under the MSA.

4. Consent

DASPS hereby consents to the assignment of the rights and the delegation of the obligations arising out of the MSA by the Contractor-Assignor and the acceptance of the rights and assumption of the obligations by the Contractor-Assignee.

5. Additional Documentation

The Contractor-Assignor and Contractor-Assignee agree to execute such further documents as may be reasonably required to consummate the assignment and delegation contemplated by this Amendment, so long as the terms of such documents are fully consistent with the terms of this Amendment.

6. Miscellaneous Provisions

(a) MSA No. 0573 and any references within the MSA to this number are changed to PO-10700-00040868.

(b) The term “Contractor” means Dataprise, LLC.

(c) Contractor represents and certifies that Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

(d) Contractor shall comply with the provisions of ORS 652.220 and shall not discriminate against any of Contractor’s employees in the payment of wages for work of comparable character, the performance of which requires comparable skills, or pay any employee at a rate less than another for comparable work, based upon sex.

Within thirty (30) days of the Amendment Effective Date, Contractor shall provide to Agency a Pay Equity Compliance Certificate, issued to the Contractor by the Oregon Department of Administrative Services.

(e) Contractor certifies, in accordance with ORS 279A.112, that Contractor has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class, as defined by ORS 279A.112 (2)(1)(b). As a material condition of this MSA, Contractor shall maintain, throughout the duration of this MSA, a policy and practice that comply with ORS 279A.112, including giving its employees written notice of the Contractor’s policy and practice. Except as expressly amended above, all other terms and conditions of MSA are still in full force and effect. Contractor certifies that the representations, warranties and certifications contained in the MSA are true and correct as of the Amendment Effective Date and with the same effect as though made at the time of this Amendment.

Certification:

Any individual signing on behalf of Contractor has the authority and knowledge to make the following certifications, and hereby certifies under penalty of perjury:

a. the number set forth in the contract is Contractor correct taxpayer identification number;

b. Contractor is not subject to backup withholding because:

Amendment 3, Assignment Assumption Agreement, Wireless Watchdogs LLC-Dataprise LLC 5

State of Oregon, Department of Administrative Services, State Procurement Services:

Signature:

Name & Title: Date:

Approved pursuant to ORS 291.047 by Oregon Department of Justice:

Signature: N/A

Name & Title: Date:

IT Procurement Strategist 11/25/2024

Karen Johnson via email

Sr. Assistant Attorney General 11/18/2024