Contract - Verizon Wireless - 2012-04-16For Purchasing Use Only
N 1907
MASTER SERVICE AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR
A Contract between the Western States Contracting Alliance
Acting by and through the
State of Nevada
Department of Administration, Purchasing Division
515 East Musser Street, Suite 300
Carson City, NV 89701
Contact: Teri Smith
Phone (775) 684 -0178 Fax (775) 684 -0188
Email: tlsmith@adinin.iiv.gov
and
Cellco Partnership d/b /a Verizon Wireless
One Verizon Way
Basking Ridge, NJ 07920
Contact: RJ Fenolio
Phone (702) 283 -2200 Fax: (866) 917 -7801
Email: RJ.Fenolio@VerizonWlreless.com
Pursuant to Nevada Revised Statute (NRS) 277.100, NRS 277.110, NRS 333.162(1)(d), and NRS 333.480
the Chief of the Purchasing Division of Nevada is authorized to enter into cooperative group- contracting
consortium.
The Western States Contracting Alliance ( "WSCA ") is a cooperative group - contracting consortium for
state government departments, institutions, agencies and political subdivisions (i.e., colleges, school
districts, counties, cities, etc.,) for the states of Alaska, Arizona, California, Colorado, Hawai'i, Idaho,
Minnesota, Montana, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington and Wyoming.
The State of Nevada has been authorized by WSCA to negotiate a Master Agreement as Lead State, for
and on behalf of WSCA and its Members.
In consideration of the above premises, and for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties mutually agree as follows:
1. REQUIRED APPROVAL. This contract shall not become effective until and unless approved by the
Western States Contracting Alliance Directors.
2. DEFINITIONS.
• "WSCA" means the Western States Contracting Alliance.
• "State" and/or "Lead State" means the State of Nevada and its state agencies, officers, employees
and immune contractors as defined in NRS 41.0307.
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• "Participating Addendum" means a bilateral agreement executed by the Contractor and a
Participating Entity, substantially in the form of Exhibit to Attachment CC, incorporating this
Master Service Agreement and setting forth any other additional terms or requirements specific to
the Participating Entity that shall be applicable to the Participating Entity's participation in this
Master Service Agreement.
• "Participating State(s)" means state(s) that have signed (and not revolted) an Intent to Contract at the
time of the award of this contract, or who have executed a Participating Addendum.
• "Participating Entity" means a state, or other legal entity authorized by a state, that is authorized to
enter and does enter into a Participating Addendum under this contract. Unless specifically
prohibited by State law, government agencies, political subdivisions and authorized non - profits
are authorized to enter into a Participating Addendum under this Contract or make purchases
under this Contract pursuant to another entity's Participating Addendum, subject to the review of
the Chief Procurement Official of the State in which the potential Buyer is located. Issues of
interpretation and eligibility for participation shall be determined by the applicable State Chief
Procurement Official.
• "Eligible Entity" means a state, political subdivision or other non - governmental legal entity
authorized by a state, that is not specifically prohibited by State law from entering into a
Participating Addendum under this Contract. Eligibility is subject to the review of the Chief
Procurement Official of the State in which the potential Participating Entity is located. Issues of
interpretation and eligibility for participation shall be determined by the applicable State Chief
Procurement Official.
• "Buyer" means any WSCA Participating State, a Participating Entity, or any authorized agency or
political subdivision of a Participating State, or an authorized non -profit entity, that makes a
purchase under this contract, either pursuant to its own Participating Addendum or by purchasing
under another entity's Participating Addendum.
• "Contract" means this Master Service Agreement for Services of Independent Contractor, together
with all documents incorporated herein.
• "Contractor" and /or Contracting Agency" means a person or entity that performs services and /or
provides goods for WSCA or a Participating Entity under the terms and conditions set forth in
this contract.
• "Solicitation" means RFP #1907 incorporated herein as Attachment AA.
• "Fiscal Year" is defined as the period beginning July 1 and ending June 30 of the following year.
• "Wireless Spend" means the total dollar value spent on wireless services, data, equipment,
devices, support, and any and all other products and services invoiced by a wireless carrier and
paid by an end user including all IL accounts. Wireless Spend does not include amounts
invoiced by Contractor for: taxes, additional regulatory fees, administrative charges, and
charges, fees or surcharges for the costs Verizon Wireless incurs in complying with
governmental programs, and credits and refunds.
3. CONTRACT TERM. This contract shall be effective upon WSCA Directors' approval to October 31,
2016 , unless sooner terminated by either party as specified in paragraph (21). Each Participating
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Addendum executed in connection with this Contract shall be effective from its corresponding effective
date. A Participating Addendum shall not exceed the term or scope of this Contract.
4. CANCELLATION OF CONTRACT, NOTICE. Unless otherwise stated in the special terms and
conditions, any contract entered into as a result of the Solicitation may be canceled by either party upon
written notice sixty (60) days prior to the effective date of the cancellation. Further, any Participating
State may cancel its participation upon thirty (30) days written notice, unless otherwise limited or stated
in the special terms and conditions of the Solicitation. Cancellation may be in whole or in part. Any
cancellation under this provision shall not effect the rights and obligations attending orders outstanding
at the time of cancellation, including any right of any Participating Entity to indemnification by the
Contractor, Contractor's rights of payment for goods /services delivered and accepted, WSCA's rights to
payment of administrative fees, and each party's rights attending any warranty or default in performance
in association with any order. Cancellation of the contract due to Contractor default may be immediate.
5. INCORPORATED DOCUMENTS. The patties agree that the scope of work is specifically described in
this Contract and its incorporated documents; this Contract incorporates the following attachments, which,
after the terms of this Master Service Agreement for Services of Independent Contractor, are listed in
descending order of constructive precedence:
ATTACHMENT AA: SOLICITATION #1907 (Scope of Work) and ATTACHMENTS (list
attachments);
ATTACHMENT BB: CONTRACTOR'S RESPONSE
ATTACHMENT CC: CONTRACTOR'S ADDITIONAL TERMS
A Contractor's attachment shall not contradict or supersede any WSCA specifications, terms or conditions
without written evidence of mutual assent to such change appearing in this contract.
6. Intentionally Omitted.
7. ASSENT. The parties agree that the terms and conditions listed on incorporated attachments of this
contract are also specifically a part of this contract and are limited only by their respective order of
precedence and any limitations specified.
8. PARTICIPATING ADDENDA. To participate in this Contract, a WSCA Member State (including the
Lead State) or any Participating Entity authorized to participate in this contract, shall enter into a
Participating Addendum with the Contractor. If authorized to purchase under state contracts, a state's
agencies or political subdivisions may utilize their state's Participating Addendum to participate in this
Contract. Purchases by state agencies or subdivisions under their state's Participating Addendum
incorporate the terms of this Contract and the applicable Participating Addendum. The Participating
Addendum shall not exceed the scope or term of this contract. In case of conflict between the terms of the
Participating Addendum and this contract, the Participating Addendum shall take precedence as to all
purchases made under that Participating Addendum.
9. Intentionally Omitted.
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10. Intentionally Omitted.
11. CONSIDERATION. The parties agree that Contractor will provide the services specified in paragraph
(5) at the cost for each service specified in Attachment BB (Contractor's Response). Contracted prices
represent ceiling prices for the supplies and services offered. The Contractor shall report to the Lead
State any price reduction or discount, or other more favorable terms offered to any Purchasing Entity and
the Contractor agrees to negotiate in good faith to re- establish ceiling prices or other more favorable
terms and conditions applicable to future orders for similarly situated customers. Bid prices must remain
firm for the full term of the contract. In the case of error in the extension of prices in the bid, the unit
prices will govern. WSCA does not guarantee to purchase any amount under this contract. Estimated
quantities in the Solicitation are for bidding purposes only and are not to be construed as a guarantee to
purchase any amount. Bid prices must remain firm for the full term of the contract. In the case of error
in the extension of prices in the bid, the unit prices will govern. If Contractor has quoted a cash discount
based upon early payment; discounts offered for less than thirty (30) days have not been considered in
malting the award. The date from which discount time is calculated shall be the date a correct invoice is
received or receipt of shipment, whichever is later; except that if testing is performed, the date shall be
the date of acceptance of the merchandise. Neither WSCA nor the Lead State is liable for any costs
incurred by the bidder in proposal preparation.
12. PAYMENT. Payment is normally made within thirty (30) days following the date the entire order is
delivered or the date a correct invoice is received, whichever is later. After forty-five (45) days the
Contractor may assess overdue account charges up to a maximum rate of one (1) percent per month on
the outstanding balance. Payments will be remitted by mail. Payments may be made via a Participating
State's "Purchasing Card."
13. TAXES. Prices shall be exclusive of state and local taxes, Listed Carrier Surcharges, and federal
excise taxes. Where a Participating State is not exempt from state and local taxes, the Contactor shall
add such taxes on the billing invoice as a separate entry. Contractor will be responsible to pay all taxes,
assessments, fees, premiums, permits, and licenses if such charges are imposed by law on Contractor and
not otherwise allowed to be passed through to the subscriber. Notwithstanding that provision, Contractor
shall be allowed to bill the Listed Carrier Surcharges as listed in Attachment CC. Contractor may amend
its Listed Carrier Surcharges by providing 30 days advance notice of any new Listed Carrier Surcharge.
Contractor agrees to be responsible for payment of any government obligations described above that are
owed but not paid by its subcontractors during performance of this contact. The Lead State Nevada may
set -off against consideration due any delinquent government obligation in accordance with applicable law,
including, but not limited to NRS 353C.190. Any Participating Entity, including non - profit organizations
and local government agencies, must provide Contractor valid exemption documentation required by state
law to avoid paying taxes or Listed Carrier Surcharges. Attached is a list of current surcharges by state and
national surcharges (Attachment CC).
14. FINANCIAL OBLIGATIONS OF PARTICIPATING STATES. Financial obligations of
Participating States are limited to the orders placed by the departments or other state agencies and
institutions having available funds. Unless otherwise provided by state law or in a Participating
Addendum, States incur no financial obligations on behalf of political subdivisions that are Participating
Entities under this Contract. Unless otherwise specified in the Solicitation, the resulting award(s) will be
permissive.
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15. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
16. REPORTS, WSCA ADMINISTRATIVE FEE. As more fully described in the Solicitation and
Response, the Contractor shall submit quarterly reports to the WSCA Contract Administrator showing
the quantities and dollar volume of purchases by each Participating Entity. This information will be
utilized in computing and verifying the administrative fee payable to WSCA. Contractor shall pay an
administrative fee of 1 /loth of 1% (one -tenth of one percent) of the total wireless spend to WSCA.
Some participating entities may require that a fee be paid directly to the entity on purchases made by the
procuring entity. For all such requests, the fee level, payment method and schedule for such reports and
payments shall be incorporated in a Participating Addendum that is made a part of the contract. The
Contractor(s) may adjust pricing accordingly for purchases made by procuring within the jurisdiction of
the Participating Addendum. Any such price adjustment shall not exceed the dollar value of the
additional fee.
All participating entities are deemed to have consented to the release of any required reporting
information to WSCA Administration (including information generally deemed Customer Proprietary
network Information [CPNIj for purposes of monitoring the contract and calculating the fees that are due
and payable to WSCA for administering the contract. Users have a right to decline to release this
information, however, they may not purchase under the WSCA contract if they choose to do so.
17. DELIVERY. The prices bid shall be the delivered price to any Buyer. All deliveries shall be F.O.B.
destination with all transportation and handling charges paid by the Contractor. Responsibility and
liability for loss or damage shall remain with the Contractor until final inspection and acceptance, when
responsibility shall pass to the Buyer except as to latent defects, fraud and Contractor's warranty
obligations. Any portion of an order to be shipped without transportation charges that is back- ordered
shall be shipped without charge.
18. HAZARDOUS CHEMICAL INFORMATION. The Contractor will provide one set of the
appropriate material safety data sheet(s) and container label(s) upon delivery of a hazardous material to
any Buyer. All safety data sheets and labels will be in accordance with each Participating State's
requirements.
19. INSPECTIONS. Goods furnished under this contract shall be subject to inspection and test by the
Buyer at times and places determined by the Buyer. If the Buyer finds goods furnished to be incomplete
or in non - compliance with bid specifications, the Buyer may reject the goods and require Contractor to
correct them without charge. Buyer may offer the opportunity to deliver nonconforming goods at a
reduced price which is equitable under the circumstances. If Contractor is unable or refuses to correct
such goods within a time deemed reasonable by the Buyer, the Buyer may cancel the order in whole or in
part. Nothing in this paragraph shall adversely affect the Buyer's rights including the rights and
remedies associated with revocation of acceptance under the Uniform Commercial Code.
20. INSPECTION & AUDIT.
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20.1 WSCA's Rights. The inspection and audit provisions of this §20.1 run to the benefit of WSCA,
not to Participating Entities.
a. Books and Records. The Contractor will maintain, or supervise the maintenance of all
records necessary to properly account for the payments made to the Contractor for costs
authorized by this contract. Contractor agrees to keep and maintain under generally
accepted accounting principles (GAAP) full, true and complete billing records, contracts,
books, and documents as are necessary to fully disclose to WSCA, the State or United States
Government, or their authorized representatives, upon audits or reviews, sufficient
information to determine compliance with all state and federal regulations and statutes.
b. Infection &Audit. Contractor agrees that the relevant books, records (written, electronic,
computer related or otherwise), including, without limitation, billing records and price plan
details related to the work product shall be subject, at any reasonable time, to inspection,
examination, review, audit, and copying at any office or location of Contractor where such
records may be found, with or without notice by WSCA; the United States Government; the
State Auditor or its contracted examiners, the Department of Administration, Budget Divi-
sion, the Nevada State Attorney General's Office or its Fraud Control Units, the State
Legislative Auditor, and with regard to any federal finding, the relevant federal agency, the
Comptroller General, the General Accounting Office, the Office of the Inspector General, or
any of their authorized representatives. All subcontracts shall reflect requirements of this
paragraph.
c. Period of Retention. All books, records, reports, and statements relevant to this contract
must be retained a minimum four (4) years after the contract terminates or or until all audits
initiated within the four (4) years have been completed, whichever is later, and for five (5)
years if Contractor has received notice that any federal funds are used in the contract. The
retention period runs from the date of payment for the relevant goods or services by the
State, or from the date of termination of the Contract, whichever is later. Retention time
shall be extended when Contractor has been notified that an audit is scheduled or is in
progress, for a period reasonably necessary to complete an audit and/or to complete any
administrative and judicial litigation which may ensue.
20.2 Participating Entities' Rights. Contractor will provide each Participating Entity with reasonable
access to Contractor's billing records, invoices, and price plan details related to the
corresponding Participating Entity's payments and participation in the Contract.
21. CONTRACT TERMINATION: REMEDIES. Any of the following events shall constitute cause for
WSCA to declare Contractor in default of the contract: (1) nonperformance of contractual requirements;
and/or (2) a material breach of any term or condition of this contract. WSCA shall issue a written notice
of default providing a period in which Contractor shall have an opportunity to cure. Time allowed for
cure shall not diminish or eliminate Contractor's liability for liquidated or other damages. If the default
remains, after Contractor has been provided the opportunity to cure, WSCA may do one or more of the
following: (1) exercise any remedy provided by law; (2). terminate this contract and any related
contracts or portions thereof; and/or (3) suspend Contractor from receiving future bid solicitations.
Winding Up Affairs Upon Terminati on. In the event of termination of this contract for any reason, the
parties agree that the provisions of this paragraph survive termination:
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i. The parties shall account for and properly present to each other all claims for fees and expenses and
pay those which are undisputed and otherwise not subject to set off under this contract. Neither party
may withhold performance of winding up provisions solely based on nonpayment of fees or expenses
accrued up to the time of termination;
ii. Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if
necessary) if so requested by WSCA;
iii. Contractor shall execute any documents and take any actions necessary to effectuate an assignment
of this contract if so requested by WSCA;
iv. Contractor shall preserve, protect and promptly deliver into WSCA's possession all proprietary
information in accordance with paragraph (31).
22. REMEDIES NON - EXCLUSIVE. Except as otherwise provided for by law or this contract, the rights
and remedies of the parties shall not be exclusive and are in addition to any other rights and remedies
provided by law or equity, including, without limitation, actual damages, and to a prevailing party reason-
able attorneys' fees and costs. It is specifically agreed that reasonable attorneys' fees shall include without
limitation $125 per hour for attorneys employed by the Lead State. A Participating Entity's right of set-
off shall be in accordance with the law of the Participating Entity's state, and the provisions of the
applicable Participating Addendum.
23. LIMITED LIABILITY. The Lead State will not waive and intends to assert available NRS chapter 41
liability limitations in all cases. Participating Entities shall have the limitations of liability provided by
their respective state's law. Contract liability of Contractor, WSCA , the Lead State, and/or any and all
Participating Entities shall not be subject to punitive damages. In no event shall Contractor be liable for
inability of users to access 911 or E911 service. In no event shall either Contractor, WSCA, the Lead State
and/or any and all Participating Entities be liable for any indirect, special, consequential or incidental
damages, however caused, which are incurred by the other party and with arise out of any act or failure to
act relating to this agreement, even if such party has been advised of the claim or potential claim or the
possibility of such damages, and in no event shall either party be liable to the other parry for punitive
damages.
24. FORCE MAJEURE. Neither party to this contract shall be deemed to be in violation of this contract if
it is prevented from performing any of its obligations hereunder due to strikes, failure of public
transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God,
including, without limitation, earthquakes, floods, winds, or storms. In such an event the intervening cause
must not be through the fault of the party asserting such an excuse, and the excused party is obligated to
promptly perform in accordance with the terms of the contract after the intervening cause ceases. WSCA
may terminate this contract after determining such delay or default will reasonably prevent successful
performance of the contract.
25. INDEMNIFICATION.
25.1 Contractor's Obligations to WSCA. To the fullest extent permitted by law, Contractor shall
indemnify, hold harmless and defend, not excluding the Lead State's right to participate, the Lead State
and/or WSCA from and against all liability, claims, actions, damages, losses, and expenses, including,
without limitation, reasonable attorneys' fees and costs, arising directly from any alleged negligent or
willful acts or omissions of Contractor, its officers, employees and agents under this contract.
25.2 Contractor's Obligations to Participating Entities. The Contractor shall release, protect, indemnify
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and hold Participating Entities and their officers, agencies, employees, harmless from and against any
damage, cost or liability, including reasonable attorney's fees for any or all injuries to persons, property
or claims for money damages arising directly from acts or omissions of the Contractor, his employees
or subcontractors or volunteers.
25.3 Exception. Contractor will not be liable for damages that are the result of negligence or willful
misconduct by WSCA, the Participating Entities, and /or their respective employees, officers and
agencies.
26. INSURANCE SCHEDULE. Unless expressly waived in writing by the Lead State or Participating
States, Contractor, as an independent contractor and not an employee of the Lead State or Participating
States, must carry policies of insurance in amounts specified in this Insurance Schedule and/or any
Insurance Schedule agreed by Contractor and a Participating State via a participating addendum, and pay
all taxes and fees incident hereunto. The Lead State and Participating States shall have no liability except
as specifically provided in the contract. The Contractor shall not commence work before:
1) Contractor has provided the required evidence of insurance to the Lead State.
The Lead State's approval of any changes to insurance coverage during the course of performance shall
constitute an ongoing condition subsequent this contract. Any failure of the Lead State to timely
approve shall not constitute a waiver of the condition.
Unless different or additional insurance is required pursuant to the laws of a Participating Entity's state,
and the provisions of the applicable Participating addendum, Contractor agrees that the following
insurance coverages and policy limits shall also apply to, and operate for the benefit of each
Participating Entity that participates in this Contract pursuant to a Participating Addendum.
Insurance Coverage: The Contractor shall, at the Contractor's sole expense, procure, maintain and
keep in force for the duration of the contract the following insurance conforming to the minimum
requirements specified below. Unless specifically stated herein or otherwise agreed to by the Lead State,
the required insurance shall be in effect prior to the commencement of work by the Contractor and shall
continue in force as appropriate until the latter of:
1. Final acceptance by the Lead State of the completion of this contract; or
2. Such time as the insurance is no longer required by the Lead State under the terms of this contract.
Any insurance or self - insurance available to the Lead State shall be excess of and non - contributing with
any insurance required from Contractor. Contractor's insurance policies shall apply on a primary basis.
Until such time as the insurance is no longer required by the Lead State, Contractor shall provide the Lead
State with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration
or replacement of the required insurance. If at any time during the period when insurance is required by the
contract, an insurer or surety shall fail to comply with the requirements of this contract, as soon as
Contractor has knowledge of any such failure, Contractor shall immediately notify the State and
immediately replace such insurance or bond with an insurer meeting the requirements.
Workers' Com ensation and Em to er's Liabili Insurance
ontrac or s a prove e proo o wor ter s compensation insurance.
2) Employer's Liability insurance with a minimum limit of $500,000 each employee per
accident for bodily injury by accident or disease.
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Commercial General Liability Insurance
1) Minimum Limits required:
$2,000,000.00 General Aggregate
$1.000.000.00 Products & Completed Operations Aggregate
$1,000,000.00 Personal and Advertising Injury
$1,000.000.00 Each Occurrence
2) Coverage shall be on an occurrence basis and shall be at least as broad as ISO 1996 form CG 00
01 (or a substitute form providing equivalent coverage); and shall cover liability arising from
premises, operations, independent contractors, completed operations, personal injury, products,
civil lawsuits, Title VII actions and liability assumed under an insured contract (including the tort
liability of another assumed in a business contract).
General Requirements:
a. Waiver of Subro ap tion: Each liability insurance policy shall provide for a waiver of subrogation as
to additional insureds.
b. Cross - Liability: All required liability policies shall provide cross- liability coverage as would be
achieve under the standard ISO separation of insureds clause.
d. Deductibles and Self- Insured Retentions: Insurance maintained by Contractor may contain
deductibles or self - insured retentions. Such deductibles or self - insured retentions shall not relieve
Contractor from the obligation to pay any loss or claim for which the Contractor is responsible under
this Contract. Any deductibles or self - insured retentions must be declared to and approved by the
Lead State. Approval of such deductibles or self - insured retentions shall not be unreasonably
withheld upon Contractor demonstration of financial capacity to carry said deductibles or self -
insured retentions.
e. Policy Cancellation: Except for ten (10) days notice for non - payment of premium, each insurance
policy shall be endorsed to state that; without thirty (30) days prior written notice to the Lead State,
the policy shall not be canceled. Insurer shall provide advice of cancellation via mail to Certificate
Holders.
f. Approved Insurer: Each insurance policy shall be:
1) Issued by insurance companies authorized to do business in the Lead State and Participating
States or eligible surplus lines insurers acceptable to the Lead State and Participating States and
having agents upon whom service of process may be made, and
2) Currently rated by A.M. Best as "A- VIP' or better.
Evidence of Insurance:
Prior to the start of any Work, Contractor must provide the following documents to the Lead State:
1) Certificate of Insurance: The Acord 25 Certificate of Insurance form or a form substantially similar
must be submitted to the State to evidence the insurance policies and coverages required of Contractor.
2) Schedule of Underlying Insurance Policies: If Umbrella or Excess policy is evidenced to comply
with minimum limits, a copy of the Underlyer Schedule from the Umbrella or Excess insurance policy
may be required.
Review and Approval: Documents specified above must be submitted for review and approval by the
Lead State prior to the commencement of work by Contractor. Neither approval by the Lead State nor
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failure to disapprove the insurance furnished by Contractor shall relieve Contractor of Contractor's full
responsibility to provide the insurance required by this contract. Compliance with the insurance
requirements of this contract shall not limit the liability of Contractor or its sub - contractors, employees
or agents to the Lead State or others, and shall be in addition to and not in lieu of any other remedy
available to the Lead State or Participating States under this contract or otherwise. The Lead State
reserves the right to request and review a copy of any required insurance policy or endorsement to
assure compliance with these requirements.
Mail all insurance documents required by this Contract to the Lead State identified on page one of
the Contract. Additional insurance obligations may be imposed in Participating Addenda
executed by Contractor and eligible Participating Entities. Any additional or different insurance
documents required by a Participating Addendum shall be provided to the Participating Entity.
27. COMPLIANCE WITH LEGAL OBLIGATIONS. Any and all supplies, services and equipment bid
and furnished shall comply fully with all applicable Federal and State laws and regulations. Contractor
shall procure and maintain for the duration of this contract any state, county, city or federal license,
authorization, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation
to be held by Contractor to provide the goods or services required by this contract.
28. WAIVER OF BREACH. Failure to declare a breach or the actual waiver of any particular breach of the
contract or its material or nonmaterial terms by either party shall not operate as a waiver by such party of
any of its rights or remedies as to any other breach.
29. SEVERABILITY. If any provision of this contract is declared by a court to be illegal or in conflict
with any law, the validity of the remaining terms and provisions shall not be affected; and the rights and
obligations of the parties shall be construed and enforced as if the contract did not contain the particular
provision held to be invalid.
30. ASSIGNMENT/DELEGATION. To the extent that any assignment of any right under this contract
changes the duty of either party, increases the burden or risk involved, impairs the chances of obtaining the
performance of this contract, attempts to operate as a novation, or includes a waiver or abrogation of any
defense to payment by WSCA, the Lead State, or a Participating Entity, such offending portion of the
assignment shall be void, and shall be a breach of this contract. Contractor shall not assign, sell, transfer,
subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without
the prior written approval of the WSCA Contract Administrator.
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31. OWNERSHIP OF PROPRIETARY INFORMATION. Any reports, histories, studies, tests, manuals,
instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which
is intended to be consideration under the contract), or any other documents or drawings, prepared or in the
course of preparation by Contractor (or its subcontractors) for WSCA in performance of its obligations
under this contract shall be the exclusive property of WSCA and all such materials shall be delivered into
WSCA possession by Contractor upon completion, termination, or cancellation of this contract. Contractor
shall not use, willingly allow, or cause to have such materials used for any purpose other than performance
of Contractor's obligations under this contract without the prior written consent of WSCA.
Notwithstanding the foregoing, unless otherwise specifically stated in this Contract, WSCA shall have no
proprietary interest in any pre - existing works or materials, or in any materials licensed to WSCA for use
that are subject to patent, trademark or copyright protection. All materials required to be delivered to
WSCA under this paragraph shall be delivered to the Lead State.
32. PATENTS, COPYRIGHTS, ETC. The Contractor shall release, indemnify and hold WSCA, the
Lead State, and Participating States and their officers, agents and employees harmless from liability
against third party claims that any of the products or services provided by Contractor under this Contract
infringe or violate any copyright, patent, trade name, trademark, trade secret, or other intellectual
property rights, including the Contractor's use of any copyrighted or tin-copyrighted composition, secret
process, patented or unpatented invention, article or appliance furnished or used in the performance of
this contract.
33. PUBLIC RECORDS. Pursuant to NRS 239.010, information or documents received from Contractor
may be open to public inspection and copying. The State will have the duty to disclose unless a particular
record is made confidential by law or a common law balancing of interests. Contractor may label specific
parts of an individual document as a "trade secret" or 'confidential' in accordance with NRS 333.333,
provided that Contractor thereby agrees to indemnify and defend the State for honoring such a designation.
The failure to so label any document that is released by the Lead State shall constitute a complete waiver
of any and all claims for damages caused by any release of the records. Information or documents
provided in connection with a Participating Addendum shall be governed by the public records laws and
practices of the Participating State or Participating Entity.
The above provision applies to WSCA and the Lead State only. Information or documents produced or
received by a Participating Entity in connection with participation in this Contract shall be subject to the
public records laws of the Participating Entity's state, and the provision of the applicable Participating
Addendum.
34. CONFIDENTIALITY. Contractor shall keep confidential all information, in whatever form, produced,
prepared, observed or received by Contractor to the extent that such information is confidential by law or
otherwise required by this contract. Information provided by the Contractor which the Contractor believes
to be Customer Proprietary Network Information (CPNI) pursuant to federal law shall be marked by the
Contractor as "Confidential — Customer Proprietary Network Information" and shall not be subject to
release, notwithstanding the existence of any Public Records or Right to Know law in the state of any
Participating Entity under this contract without the prior consent of the public entity to which those records
relate, except as otherwise provided by the Federal Communications Act of 1934 as amended. Execution
of a Participating Addendum, or malting a purchase under this Contract, constitutes consent of the
Participating Entity or Buyer for Contractor to disclose to WSCA and the Lead State the information
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required in Sections 16 and 20 of this Contract. The intent of the parties hereto is that confidentiality of
CPNI shall not be lost as against third parties by reason of any reporting or audit obligations of Contractor
under this Contract.
Participating Entities are deemed to have consented to the sharing of CPNI type information with WSCA
Administration as a condition of utilizing this contract with its associated pricing. Said information will
only be used for purposes of calculating the administrative fees to which the Lead State may be entitled for
administering this contract on behalf of WSCA. Where such information is required by any Participating
State, which may impose its own administrative fee, such information may also only be used by it for
purposes only of calculating the administrative fee to which it may be entitled,
35. NONDISCRIMINATION. Contractor agrees to abide by the provisions of Title VI and Title VII of
the Civil Rights Act of 1964 (42 USC 2000e), which prohibit discrimination against any employee or
applicant for employment, or any applicant or recipient of services, on the basis of race, religion, color,
or national origin; and further agrees to abide by Executive Order No. 11246, as amended, which
prohibits discrimination on basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age,
and Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which
prohibits discrimination on the basis of disabilities. Contractor further agrees to furnish information and
reports to requesting Participating Entities, upon request, for the purpose of determining compliance
with these statutes. Contractor agrees to comply with each individual Participating State's certification
requirements, if any, as stated in the special terms and conditions. This contract may be canceled if the
Contractor fails to comply with the provisions of these laws and regulations. Contractor must include
this provision in very subcontract relating to purchases by the States to insure that subcontractors and
vendors are bound by this provision.
36. FEDERAL FUNDING. In the event federal funds are used for payment of all or part of this contract:
a. Contractor certifies, by signing this contract, that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any federal department or agency. This certification is made pursuant to the regulations
implementing Executive Order 12549, Debarment and Suspension, 28 C.F.R. pt. 67, § 67.510, as
published as pt. VII of the May 26, 1988, Federal Register (pp. 19160- 19211), and any relevant program -
specific regulations. This provision shall be required of every subcontractor receiving any payment in
whole or in part from federal funds.
b. Contractor and its subcontractors shall comply with all terms, conditions, and requirements of the
Americans with Disabilities Act of 1990 (P.L. 101 -136), 42 U.S.C. 12101, as amended, and regulations
adopted thereunder contained in 28 C.F.R. 26.101- 36.999, inclusive, and any relevant program- specific
regulations.
c. Contractor and its subcontractors shall comply with the requirements of the Civil Rights Act of 1964,
as amended, the Rehabilitation Act of 1973, P.L. 93 -112, as amended, and any relevant program - specific
regulations, and shall not discriminate against any employee or offeror for employment because of race,
national origin, creed, color, sex, religion, age, disability or handicap condition (including AIDS and
AIDS- related conditions.)
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37. LOBBYING. The parties agree, whether expressly prohibited by federal law, or otherwise, that no
funding associated with this contract will be used for any pmpose associated with or related to lobbying or
influencing or attempting to lobby or influence for any purpose the following:
a. Any federal, state, county or local agency, legislature, commission, counsel or board;
b. Any federal, state, county or local legislator, commission member, counsel member, board member, or
other elected official; or
c. Any officer or employee of any federal, state, county or local agency; legislature, commission, counsel
or board.
38. NON - COLLUSION. Contractor certifies that this contract and the underlying bid, have been arrived
at independently and have been without collusion with, and without any agreement, understanding or
planned common course of action with, any other vendor of materials, supplies, equipment or services
described in the invitation to bid, designed to limit independent bidding or competition.
39. WARRANTIES.
a. General Warranty. Contractor warrants that all services, deliverables, and /or work product under this
contract shall be completed in a workmanlike manner consistent with standards in the trade, profession,
or industry; shall conform to or exceed the specifications set forth in the incorporated attachments; and
shall be fit for ordinary use, of good quality, with no material defects.
b. System Compliance. Contractor warrants that any information system application(s) shall not
experience abnormally ending and/or invalid and/or incorrect results from the application(s) in the
operating and testing of the business of the Lead State or any Participating Entity
40. CONFLICT OF INTEREST. Contractor certifies that it has not offered or given any gift or
compensation prohibited by the state laws of the Lead State or any WSCA Participating Entities to any
officer or employee of WSCA, the Lead State, or Participating Entities to secure favorable treatment
with respect to being awarded this contract.
41. INDEPENDENT CONTRACTOR. Contractor shall be an independent contractor, and as such shall
have no authorization, express or implied to bind WSCA, the Lead State, or any Participating Entity to
any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as
agent for WSCA, the Lead State, or any Participating Entity, except as expressly set forth herein.
42. POLITICAL SUBDIVISION PARTICIPATION, Upon approval by the WSCA Participating State,
participation under this contract by the Participating State's political subdivisions (i.e., colleges, school
districts, counties, cites, etc.,) shall be voluntarily determined by the political subdivision. Certain Non-
Profit Entities may be eligible to purchase under this Contract unless prohibited by State law and upon
consent by the Chief Procurement Official of the relevant State. The Contractor agrees to supply the
political subdivisions and eligible non -profit entities based upon the same terms, conditions and prices
set forth in this Contract and in the applicable Participating Addendum. The Contractor may offer, but is
not required to offer, products and services to employees of a Participating Entity on the same terms and
conditions that are offered to Participating Entities under this Contract, and such an agreement for
products or services entered into with an employee of a Participating Entity may extend beyond the term
of this Contract.
43. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing this
contract on behalf of each party has full power and authority to enter into this contract. Contractor
acknowledges that as required by statute or regulation this contract is effective only after approval by
WSCA and only for the period of time specified in the contract. Any services performed by Contractor
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before this contract is effective or after it ceases to be effective are performed at the sole risk of Contractor.
The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract)
by any governmental department or agency.
44. GOVERNING LAW JURISDICTION.
44.1 Lead State. The parties acknowledge and agree that with respect to Contractor and the Lead
State and /or WSCA, the rights and obligations of the parties hereto shall be governed and construed in
accordance with the laws of the State of Nevada, without giving effect to any principle of conflict -of -law
that would require the application of the law of any other jurisdiction. The parties consent to the exclusive
jurisdiction of the First Judicial District Court, Carson City, Nevada for enforcement of this Contrat.
44.2 Participating Entities. The construction and effect of any Participating Addendum or order
against the Contract shall be governed by and construed in accordance with the laws of the corresponding
Participating Entity. Venue for any claim, dispute or action concerning an order placed against the
Contract or the effect of a Participating Addendum shall be in the Participating Entity's State.
45. SIGNATURES IN COUNTERPART. Contract may be signed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one in the same instrument.
46. ENTIRE CONTRACT AND MODIFICATION. This contract and its integrated attachment(s)
constitute the entire agreement of the parties and such are intended as a complete and exclusive statement
of the promises, representations, negotiations, discussions, and other agreements that may have been made
in connection with the subject matter hereof. Unless an integrated attachment to this contract specifically
displays a mutual intent to amend a particular part of this contract, general conflicts in language between
any such attachment and this contract shall be construed consistent with the terms of this contract. The
terms of this contract shall not be waived, altered, modified, supplemented or amended in any manner
whatsoever without prior written approval of the WSCA Contract Administrator. A WSCA Member
State or another entity authorized to participate in this contact shall execute with the Contractor a
Participating Addendum consistent with this Contract and conforming to the terms of Paragraph 8
herein.
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IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.
Executive Director Enterprise & Go,
Indepejy dent Con actor's Signature Date hrdependerifs Contractor's Title
TodH Loccisano
Z�Q4 APPROVED BY WSCA DIRECTORS
Greg Sm h Ati�dmini r, State of Nevada
On h' -1lP —
(Date)
Approved as to form by:
Deputy Attorney General for Attorney General —� (Date)
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