STATE OF NEBRASKA CONTRACT AWARD State Purchasing Bureau 1526 K Street, Suite 130 Lincoln, Nebraska 68508

Telephone: (402) 471-6500 Fax: (402) 471-2089

PAGE ORDER DATE 1 of 2 01/12/24

BUSINESS UNIT BUYER CONTRACT NUMBER 15919 OC

9000 MATTHEW CADDY (AS) VENDOR NUMBER: 1998845

VENDOR ADDRESS:

HP INC 1501 PAGE MILL RD PALO ALTO CA 94304-1126 AN AWARD HAS BEEN MADE TO THE CONTRACTOR NAMED ABOVE FOR THE FURNISHING OF MATERIALS AND/OR SERVICES AS LISTED BELOW FOR THE PERIOD:

FEBRUARY 01, 2024 THROUGH JUNE 30, 2025

NO ACTION ON THE PART OF THE CONTRACTOR NEEDS TO BE TAKEN AT THIS TIME. ORDERS FOR THE MATERIALS AND/OR SERVICES WILL BE MADE AS NEEDED BY THE VARIOUS AGENCIES OF THE STATE.

THIS CONTRACT IS NOT AN EXCLUSIVE CONTRACT TO FURNISH THE MATERIALS AND/OR SERVICES SHOWN BELOW, AND DOES NOT PRECLUDE THE PURCHASE OF SIMILAR MATERIALS AND/OR SERVICES FROM OTHER SOURCES.

THE STATE RESERVES THE RIGHT TO EXTEND THE PERIOD OF THIS CONTRACT BEYOND THE TERMINATION DATE WHEN MUTUALLY AGREEABLE TO THE CONTRACTOR AND THE STATE OF NEBRASKA.

_______________________________ BUYER

__________________________________ MATERIEL ADMINISTRATOR

R43500|NISC0001|NISC0001 20210628

Originally awarded from NASPO ValuePoint Master Agreement No. 23011.

Contract to supply and deliver Computer Equipment (Desktop, Laptop, Tablet), Peripherals and Related Services, FOB Destination, to the State of Nebraska per the following Contract Information and attached Participating Addendum.

HP Inc. NASPO ValuePoint website: www.hp.com/buy/nebraska

The HP Inc. NASPO ValuePoint website will assist you with contact information, product and service information, product configuration, pricing, how to order, warrant support, etc.

The State Purchasing Bureau encourages agencies to contact the designated Inside Sales Representative/Account Representative to learn more about special promotions, and to obtain volume discount quotes.

Awarded Bands:

Band 1, Personal Computer Devices – Windows Operating Systems: Desktops, Laptops, Tablets Band 2, Personal Computer Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets

The following configuration limits apply to this contract:

Desktops, Laptops, Tablets: $15,000 Peripherals: $10,000

The dollar limits identified above are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

All Purchase Orders must include the State of Nebraska NASPO ValuePoint Contract 15919 OC and the HP Inc. NASPO ValuePoint Master Agreement No. 23011.

(For the File - This RFP and Contract are bid and awarded by the State of Minnesota. All backup bids, etc. are retained by the State of Minnesota, Department of Administration, Office of State Procurement).

DocuSign Envelope ID: 170EFC02-6E88-4684-B357-3EAF51EC8B0B

1/16/20241/17/2024 1/22/2024

STATE OF NEBRASKA CONTRACT AWARD State Purchasing Bureau 1526 K Street, Suite 130 Lincoln, Nebraska 68508

Telephone: (402) 471-6500 Fax: (402) 471-2089

PAGE ORDER DATE 2 of 2 01/12/24

BUSINESS UNIT BUYER CONTRACT NUMBER 15919 OC

9000 MATTHEW CADDY (AS)

VENDOR NUMBER: 1998845

______________ BUYER INITIALS

R43500|NISC0001|NISC0001 20210628

(For the File: The NASPO ValuePoint/HP Inc. contract period was effective July 1, 2023. The NASPO ValuePoint/HP Inc. Participating Addendum for the State of Nebraska became effective on February 1, 2024).

Vendor Contact: Debra Lee Phone: 847-537-0344 Email: debra.lee@hp.com

Participating Addendum as attached (BT 01/12/24)

Line Description Estimated Quantity

Unit of Measure

Unit Price

1 HP INC COMPUTER EQUIPMENT 2,000,000.0000 $ 1.0000 (DESKTOP, LAPTOP, AND TABLET)

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Page 1 of 4

Participating Addendum Number 15919 OC

for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

between

State of Nebraska

and

HP Inc.

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

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

Master Agreement Number 23011, executed by Contractor and the State of Minnesota (“Lead State”) for

Computer Equipment, Peripherals & Related Services (“Master Agreement”):

HP Inc. (“Contractor”)

1501 Page Mill Road

Palo Alto, CA 94304-1126

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating

Addendum is:

Debra Lee

Director, Contract Sales Management

10300 Energy Drive

Spring, TX 77389

debra.lee@hp.com

847.537.0344

Participating Entity’s contact for this Participating

Addendum is:

Matthew Caddy

Procurement Contracts Officer

Matthew.Caddy@nebraska.gov

402-471-1428

II. TERM. This Participating Addendum is effective as of the date of the last signature below or 2/1/2024,

whichever is later, and will terminate, renew or extend upon termination, renewal or extension of the Master

Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the

terms set forth herein.

III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions

of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit

organizations within the state if authorized herein and by law. Participating Entity has sole authority to

determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that an

entity’s use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to

initiate outreach to the appropriate parties.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed

hereunder will be governed by, and construed in accordance with, Participating Entity’s laws

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing,

terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to

the Contractor and Participating Entity and Purchasing Entities.

a. Configuration Limits: The configuration threshold limits for Peripherals is increased to $30,000. All other limits are as set forth in the Master Agreement.

b. Leasing: Leasing and Managed Device agreements are allowed if the eligible agencies have the authority to finance a purchase.

VI. SERVICES. All services available through the Master Agreement may be offered and sold by Contractor to

Purchasing Entities. All services provided will be described in one or more of the following documents:

a. “Services Descriptions” used to describe any services purchased by an entity;

DocuSign Envelope ID: 170EFC02-6E88-4684-B357-3EAF51EC8B0B

Participating Addendum Number 15919 OC for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of Nebraska and

HP Inc. _________________________________________________________________________________________________________________

Page 2 of 4

b. any mutually agreed upon Statement of Work (“SOW”) executed by the parties.

VII. AMENDMENTS AND CONFLICTS. Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum unless the amendment is rejected by the Participating Entity in writing to Contractor within ten (10) calendar days of the amendment’s effective date and is documented thereafter via written amendment hereto.

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

of the Participating Addendum as set forth in section VIII below.

VIII. ORDER OF PRECEDENCE.

a. Participating Entity’s Participating Addendum; Participating Entity’s Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State’s contractual relationship with Contractor under the terms of the Master Agreement;

b. The Master Agreement;

c. The Solicitation including all Addenda; and

d. Contractor’s response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Except for the terms included in the Attachment and Exhibits hereto, no other terms and conditions shall apply, including terms listed or referenced on the Contractor's website, in the Contractor’s quotations or in similar documents subsequently provided by the Contractor, unless otherwise agreed by the Parties.

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

Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is

subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts,

reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if

applicable.

X. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE. Identified in

Attachment A, subsections II.L through II.N.

XI. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual

requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When

applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to

the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth

therein.

XII. INFORMATION TECHNOLOGY SECURITY STANDARDS. Identified in Attachment A, subsection II.I.

NEBRASKA TECHNOLOGY ACCESS STANDARDS (Nonnegotiable)

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

a. Attachment A: Participating Entity Modifications and Additions to Master Agreement Terms and

Conditions

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

For Contractor:

Debra Lee

Director, Contract Sales Management

10300 Energy Drive

DocuSign Envelope ID: 170EFC02-6E88-4684-B357-3EAF51EC8B0B

Participating Addendum Number 15919 OC for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of Nebraska and

HP Inc. _________________________________________________________________________________________________________________

Page 3 of 4

Spring, TX 77389

debra.lee@hp.com

847.537.0344

With a copy of legal notices to: Chief Legal Officer 1501 Page Mill Road Palo Alto, CA 94304

For Participating Entity:

Matthew Caddy

Procurement Contracts Officer

Matthew.Caddy@nebraska.gov

402-471-1428

XV. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor

shall email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at

pa@naspovaluepoint.org. While Participating Entity will maintain the official record of this Participating

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

ValuePoint website.

XVI. REMEDIES. The Master Agreement and this Participating Addendum states all remedies for warranty claims. To the extent permitted by law, Contractor disclaims all other warranties.

XVII. ENTIRE AGREEMENT. The Master Agreement and this Participating Addendum represents the parties’ entire

understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist.

XVIII. SURVIVAL. Any terms in this Participating Addendum which by their nature extend beyond termination or expiration of the PA will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

XIX. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other Partners identified on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to Participating Entity may provide Products and Services to users of this Participating Addendum. Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum.

SIGNATURE

DocuSign Envelope ID: 170EFC02-6E88-4684-B357-3EAF51EC8B0B

mailto:pa@naspovaluepoint.org

Participating Addendum Number 15919 OC for

COMPUTER EQUIPMENT, PERIPHERALS & RELATED SERVICES

Between State of Nebraska and

HP Inc. _________________________________________________________________________________________________________________

Page 4 of 4

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal

agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and

that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating

Addendum and bind the Party hereto.

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

CONTRACTOR: PARTICIPATING ENTITY:

__________________________________________ __________________________________________

Signature Signature

__________________________________________ __________________________________________

Printed Name Printed Name

__________________________________________ __________________________________________

Title Title

___________________________________________ __________________________________________

Date Date

DocuSign Envelope ID: 170EFC02-6E88-4684-B357-3EAF51EC8B0B

1/16/2024

Contract Specialist

Deborah Kaiser

1/22/2024

Amara Block

Chief Procurement Officer

Attachment A

Page 1 of 12

I. TERMS AND CONDITIONS

A. GOVERNING LAW (Nonnegotiable)

Notwithstanding any other provision of this contract, or any amendment or addendum(s) entered into contemporaneously or at a later time, the parties understand and agree that, (1) the State of Nebraska is a sovereign state and its authority to contract is therefore subject to limitation by the State’s Constitution, statutes, common law, and regulation; (2) this contract will be interpreted and enforced under the laws of the State of Nebraska ; (3) any action to enforce the provisions of this agreement must be brought in the State of Nebraska per state law; (4) the person signing this contract on behalf of the State of Nebraska does not have the authority to waive the State's sovereign immunity, statutes, common law, or regulations; (5) the indemnity, limitation of liability, remedy, and other similar provisions of the final contract, if any, are entered into subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity; and, (6) all terms and conditions of the final contract, including but not limited to the clauses concerning third party use, licenses, warranties, limitations of liability, governing law and venue, usage verification, indemnity, liability, remedy or other similar provisions of the final contract are entered into specifically subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity. The Parties must comply with all applicable local, state, and federal laws, ordinances, rules, orders, and regulations.

B. Reserved.

C. PRICES

Prices quoted shall be net, including transportation and delivery charges fully prepaid by the contractor, F.O.B. destination. No additional charges will be allowed for packing, packages, or partial delivery costs. When an arithmetic error has been made in the extended total, the unit price will govern. The State will be given full proportionate benefit of any decreases for the term of the contract.

D. BEGINNING OF WORK & SUSPENSION OF SERVICES

The contractor shall not commence any billable work outlined in a statement of work until a valid contract has been fully executed by the State and the successful Contractor. The Contractor will be notified in writing when work may begin. The State may, at any time and without advance notice, require the Contractor to suspend any or all performance or deliverables provided under this Contract. In the event of such suspension, the Contract Manager or POC, or their designee, will issue a written order to stop work. The written order will specify which activities are to be immediately suspended and the reason(s) for the suspension. Upon receipt of such order, the Contractor shall immediately comply with its terms and take all necessary steps to mitigate and eliminate the incurrence of costs allocable to the work affected by the order during the period of suspension. The suspended performance or deliverables may only resume when the State provides the Contractor with written notice that such performance or deliverables may resume, in whole or in part.

E. CHANGE ORDERS OR SUBSTITUTIONS

The State and the Contractor, upon the written agreement, may make changes to the contract within the general scope of the Master Agreement. Changes may involve specifications, the quantity of work, or such other items as the State may find necessary or desirable. Corrections of any deliverable, service, or work required pursuant to the contract shall not be deemed a change. The Contractor may not claim forfeiture of the contract by reasons of such changes. The Contractor shall prepare a written description of the work required due to the change and an itemized cost sheet for the change. Changes in work and the amount of compensation to be paid to the Contractor shall be determined in accordance with applicable unit prices if any, a pro-rated value, or through negotiations. The State shall not incur a price increase for changes that should have been included in the Contractor’s proposal, were foreseeable, or result from difficulties with or failure of the Contractor’s proposal or performance. No change shall be implemented by the Contractor until approved by the State, and the Contract is amended to reflect the change and associated costs, if any. If there is a dispute regarding the cost, but both parties agree that immediate implementation is necessary, the change may be implemented, and cost negotiations may continue with both Parties retaining all remedies under the contract and law.

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F. RECORD OF VENDOR PERFORMANCE

The State may document the vendor’s performance, which may include, but is not limited to, the customer service provided by the vendor, the ability of the vendor, the skill of the vendor, and any instance(s) of products or services delivered or performed which fail to meet the terms of the purchase order, contract, and/or participating addendum specifications. In addition to other remedies and options available to the State, the State may issue one or more notices to the vendor outlining any issues the State has regarding the vendor’s performance for a specific contract (“Vendor Performance Notice”). The State may also document the Vendor’s performance in a report, which may be provided to the vendor upon request (“Vendor Improvement Request”). The Vendor shall respond to any Vendor Performance Notice or Vendor Improvement Request in accordance with such notice or request. At the sole discretion of the State, such Vendor Performance Notices and Vendor Improvement Requests may be placed in the State’s records regarding the vendor and may be considered by the State and held against the vendor in any future contract or award opportunity.

G. CORRECTIVE ACTION PLAN

If Contractor is failing to meet the Scope of Work, in whole or in part, the State may require the Contractor to complete a corrective action plan (“CAP”). The State will identify issues with the Contractor’s performance and will set a deadline for the CAP to be provided. The Contractor must provide a written response to each identified issue and what steps the Contractor will take to resolve each issue, including the timeline(s) for resolution. If the Contractor fails to adequately provide the CAP in accordance with this section, fails to adequately resolve the issues described in the CAP, or fails to resolve the issues described in the CAP by the relevant deadline, the State may withhold payments, except for product received and services completed and accepted, and exercise any legal remedy available.

H. NOTICE OF POTENTIAL CONTRACTOR BREACH

If Contractor breaches the contract or anticipates breaching the contract, the Contractor shall immediately give written notice to the State. The notice shall explain the breach or potential breach, a proposed cure, and may include a request for a waiver of the breach if so desired. The State may, in its discretion, temporarily or permanently waive the breach. By granting a waiver, the State does not forfeit any rights or remedies to which the State is entitled by law or equity, or pursuant to the provisions of the contract. Failure to give immediate notice, however, may be grounds for denial of any request for a waiver of a breach.

I. BREACH

Either Party may terminate the contract, in whole or in part, if the other Party breaches its duty to perform its obligations under the contract in a timely and proper manner and fails to cure such breach after notice. Termination requires written notice of default and a thirty (30) calendar day (or longer at the non-breaching Party’s discretion considering the gravity and nature of the default) cure period. Said notice shall be delivered by email to the contractor’s point of contact with acknowledgement from the contractor, provided a copy is sent to Contractor’s legal counsel as set forth in the Notice section XIV by Certified Mail - Return Receipt Requested, or in person with proof of delivery. Allowing time to cure a failure or breach of contract does not waive the right to immediately terminate the contract for the same or different contract breach which may occur at a different time.

J. NON-WAIVER OF BREACH

The acceptance of late performance with or without objection or reservation by a Party shall not waive any rights of the Party nor constitute a waiver of the requirement of timely performance of any obligations remaining to be performed.

K. SEVERABILITY

If any term or condition of the contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and conditions 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 provision held to be invalid or illegal.

L. INDEMNIFICATION 1. GENERAL

The Contractor agrees to defend, indemnify, and hold harmless the State and its employees, volunteers, agents, and its elected and appointed officials (“the indemnified parties”) from and against any and all third party claims, liens, demands, damages, liability, actions, causes of action, losses, judgments, costs, and expenses of every nature, including investigation costs and expenses,

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settlement costs, and attorney fees and expenses (“the claims”), sustained or asserted against the State for personal injury, death, or property loss or damage, arising out of, resulting from, or attributable to the willful misconduct, negligence, error, or omission of the Contractor, its employees, Subcontractors, consultants, representatives, and agents, resulting from this contract, except to the extent such Contractor liability is attenuated by any action of the State which directly and proximately contributed to the claims.

2. PERSONNEL

The Contractor shall, at its expense, indemnify and hold harmless the indemnified parties from and against any claim with respect to withholding taxes, worker’s compensation, employee benefits, or any other claim, demand, liability, damage, or loss of any nature relating to any of the personnel, including subcontractor’s and their employees, provided by the Contractor.

3. SELF-INSURANCE

The State of Nebraska is self-insured for any loss and purchases excess insurance coverage pursuant to Neb. Rev. Stat. § 81-8,239.01. If there is a presumed loss under the provisions of this agreement, Contractor may file a claim with the Office of Risk Management pursuant to Neb. Rev. Stat. §§ 81-8,239.01 to 81-8,306 for review by the State Claims Board. The State retains all rights and immunities under the State Miscellaneous (Neb. Rev. Stat. § 81-8,294), Tort (Neb. Rev. Stat. § 81-8,209), and Contract Claim Acts (Neb. Rev. Stat. § 81-8,302), as outlined in state law and accepts liability under this agreement only to the extent provided by law.

4. The Parties acknowledge that Attorney General for the State of Nebraska is required by statute to

represent the legal interests of the State, and that any provision of this indemnity clause is subject to the statutory authority of the Attorney General.

M. ATTORNEY'S FEES

In the event of any litigation, appeal, or other legal action to enforce any provision of the contract, the Parties agree to pay all expenses of such action, as permitted by law and if ordered by the court, including attorney's fees and costs, if the other Party prevails.

N. ASSIGNMENT, SALE, OR MERGER

Either Party may assign the contract upon mutual written agreement of the other Party. Such agreement shall not be unreasonably withheld. The Contractor retains the right to enter into a sale, merger, acquisition, internal reorganization, or similar transaction involving Contractor’s business. Contractor agrees to cooperate with the State in executing amendments to the contract to allow for the transaction. If a third party or entity is involved in the transaction, the Contractor will remain responsible for performance of the contract until such time as the person or entity involved in the transaction agrees in writing to be contractually bound by this contract and perform all obligations of the contract.

O. CONTRACTING WITH OTHER NEBRASKA POLITICAL SUBDIVISIONS OF THE STATE

The Contractor may, but shall not be required to, allow agencies, as defined in Neb. Rev. Stat. § 81-145(3), to use this contract. The terms and conditions, including price, of the contract may not be amended. The State shall not be contractually obligated or liable for any contract entered into pursuant to this clause. A listing of Nebraska political subdivisions may be found at the website of the Nebraska Auditor of Public Accounts.

P. FORCE MAJEURE

Except for payment obligations, neither Party shall be liable for performance delays nor for non-performance due to causes beyond its reasonable control (“Force Majeure Event”) that was not foreseeable at the time the Contract was executed. The Party so affected shall immediately make a written request for relief to the other Party and shall have the burden of proof to justify the request. The other Party may grant the relief requested; relief may not be unreasonably withheld. Labor disputes with the impacted Party’s own employees will not be considered a Force Majeure Event.

Q. EARLY TERMINATION

The contract may be terminated as follows:

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1. The State and the Contractor, by mutual written agreement, may terminate the contract, in whole or in part, at any time.

2. The State, in its sole discretion, may terminate the contract, in whole or in part, for any reason upon thirty (30) calendar day’s written notice to the Contractor; provided, that any such termination shall not affect any existing Orders, Statements of Work, or other Supporting Materials under the Contract, which will continue in accordance with their terms. Such termination shall not relieve the Contractor of warranty or other service obligations incurred under the terms of the contract. In the event of termination, the Contractor shall be entitled to payment, determined on a pro rata basis, for products delivered and/or services performed through the date of termination.

3. The State may terminate the contract, in whole or in part, immediately for the following reasons: a. if directed to do so by statute, b. Contractor has made an assignment for the benefit of creditors, has admitted in writing its

inability to pay debts as they mature, or has ceased operating in the normal course of business,

c. a trustee or receiver of the Contractor or of any substantial part of the Contractor’s assets has been appointed by a court,

d. fraud, misappropriation, embezzlement, malfeasance, misfeasance, or illegal conduct pertaining to performance under the contract by its Contractor, its employees, officers, directors, or shareholders,

e. an involuntary proceeding has been commenced by any Party against the Contractor under any one of the chapters of Title 11 of the United States Code and (i) the proceeding has been pending for at least sixty (60) calendar days; or (ii) the Contractor has consented, either expressly or by operation of law, to the entry of an order for relief; or (iii) the Contractor has been decreed or adjudged a debtor,

f. a voluntary petition has been filed by the Contractor under any of the chapters of Title 11 of the United States Code,

g. Contractor intentionally discloses confidential information, h. Contractor has or announces it will discontinue support of the deliverable; and, i. In the event funding is no longer available.

R. CONTRACT CLOSEOUT

Upon contract closeout for any reason the Contractor shall to the extent applicable, within 30 days, unless stated otherwise herein: 1. Transfer all completed or partially completed deliverables to the State, 2. Transfer ownership and title to all completed or partially completed deliverables to the State, 3. Return to the State all information and data, unless the Contractor is permitted to keep the information

or data by contract or rule of law. Contractor may retain one copy of any information or data as required to comply with applicable work product documentation standards or as are automatically retained in the course of Contractor’s routine back up procedures,

4. Cooperate with any successor Contactor, person or entity in the assumption of any or all of the obligations of this contract,

5. Cooperate with any successor Contactor, person or entity with the transfer of information or data related to this contract,

6. Return or vacate any state owned real or personal property; and, 7. Return all data in a mutually acceptable format and manner. Nothing in this Section should be construed to require the Contractor to surrender intellectual property, real or personal property, or information or data owned by the Contractor for which the State has no legal claim.

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II. CONTRACTOR DUTIES

A. INDEPENDENT CONTRACTOR / OBLIGATIONS

It is agreed that the Contractor is an independent contractor and that nothing contained herein is intended or should be construed as creating or establishing a relationship of employment, agency, or a partnership. The Contractor is solely responsible for fulfilling the contract. The Contractor or the Contractor’s representative shall be the sole point of contact regarding all contractual matters. The Contractor shall secure, at its own expense, all personnel required to perform the services under the contract. The personnel the Contractor uses to fulfill the contract shall have no contractual or other legal relationship with the State; they shall not be considered employees of the State and shall not be entitled to any compensation, rights or benefits from the State, including but not limited to, tenure rights, medical and hospital care, sick and vacation leave, severance pay, or retirement benefits. By-name personnel commitments made in the contractor’s proposal shall not be changed without the prior written approval of the State which shall not be unreasonably withheld. Replacement of these personnel, if approved by the State, shall be with personnel of equal or greater ability and qualifications. All personnel assigned by the Contractor to the contract shall be employees of the Contractor or a subcontractor and shall be fully qualified to perform the work required herein. Personnel employed by the Contractor or a subcontractor to fulfill the terms of the contract shall remain under the sole direction and control of the Contractor or the subcontractor respectively. With respect to its employees, the Contractor agrees to be solely responsible for the following: 1. Any and all pay, benefits, and employment taxes and/or other payroll withholding, 2. Any and all vehicles used by the Contractor’s employees, including all insurance required by state

law, 3. Damages incurred by Contractor’s employees within the scope of their duties under the contract, 4. Maintaining Workers’ Compensation and health insurance that complies with state and federal law

and submitting any reports on such insurance to the extent required by governing law, 5. Determining the hours to be worked and the duties to be performed by the Contractor’s employees;

and, 6. All claims on behalf of any person arising out of employment or alleged employment (including

without limit claims of discrimination alleged against the Contractor, its officers, agents, or subcontractors or subcontractor’s employees).

If the Contractor intends to utilize any subcontractor, the subcontractor's level of effort, tasks, and time allocation should be clearly defined. The Contractor shall agree that it will not utilize any subcontractors not specifically included in its proposal in the performance of the contract without the prior written authorization of the State which shall not be unreasonably withheld. The State reserves the right, for a lawful reason and good cause, to require the Contractor to reassign or

remove from the project any Contractor or subcontractor employee. The State shall make the request for

removal to Contractor in writing. Contractor shall first have the opportunity to address and remedy the

State's concerns prior to removing such Contractor or subcontractor employee. If the State's concerns

cannot be addressed or remedied without removing such Contractor or subcontractor employee, such

Contractor subcontractor employee will be removed by the Contractor.

Contractor shall insure that the terms and conditions contained in any contract with a subcontractor does not conflict with the terms and conditions of this contract. The Contractor shall include a similar provision, for the protection of the State, in the contract with any Subcontractor engaged to perform work on this contract.

B. EMPLOYEE WORK ELIGIBILITY STATUS

The Contractor is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of employees physically performing services within the State of Nebraska. A federal immigration verification system means the electronic verification of the work authorization program authorized

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by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1324a, known as the E- Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of an employee.

C. COMPLIANCE WITH CIVIL RIGHTS LAWS AND EQUAL OPPORTUNITY EMPLOYMENT / NONDISCRIMINATION (Nonnegotiable)

The Contractor shall comply with all applicable local, state, and federal statutes and regulations regarding civil rights laws and equal opportunity employment. The Nebraska Fair Employment Practice Act prohibits Contractors of the State of Nebraska, and their Subcontractors, from discriminating against any employee or applicant for employment, with respect to hire, tenure, terms, conditions, compensation, or privileges of employment because of race, color, religion, sex, disability, marital status, or national origin (Neb. Rev. Stat. §§ 48-1101 to 48-1125). The Contractor guarantees compliance with the Nebraska Fair Employment Practice Act, and breach of this provision shall be regarded as a material breach of contract. The Contractor shall insert a similar provision in all Subcontracts for goods and services to be covered by any contract resulting from this participating addendum.

D. COOPERATION WITH OTHER CONTRACTORS

Contractor may be required to work with or in close proximity to other contractors or individuals that may be working on same or different projects. The Contractor shall agree to cooperate with such other contractors or individuals and shall not commit or permit any act which may interfere with the performance of work by any other contractor or individual. Contractor is not required to compromise Contractor’s intellectual property or proprietary information unless expressly required to do so by this contract.

E. INSURANCE REQUIREMENTS

The Contractor shall throughout the term of the contract maintain insurance as specified herein and provide the State a current Certificate of Insurance/Acord Form (COI) verifying the coverage. The Contractor shall not commence work on the contract until the insurance is in place. If Contractor subcontracts any portion of the Contract the Contractor must, throughout the term of the contract, either: 1. Provide equivalent insurance for each subcontractor and provide a COI verifying the coverage for

the subcontractor, 2. Require each subcontractor to have equivalent insurance and provide written notice to the State

that the Contractor has verified that each subcontractor has the required coverage; or, 3. Provide the State with copies of each subcontractor’s Certificate of Insurance evidencing the

required coverage.

The Contractor shall not allow any Subcontractor to commence work until the Subcontractor has equivalent insurance. The failure of the State to require a COI, or the failure of the Contractor to provide a COI or require subcontractor insurance shall not limit, relieve, or decrease the liability of the Contractor hereunder. In the event that any policy written on a claims-made basis terminates or is canceled during the term of the contract or within three (3) years of termination or expiration of the contract, the contractor shall obtain an extended discovery or reporting period, or a new insurance policy, providing coverage required by this contract for the term of the contract and three (3) years following termination or expiration of the contract. If by the terms of any insurance a mandatory deductible is required, or if the Contractor elects to increase the mandatory deductible amount, the Contractor shall be responsible for payment of the amount of the deductible in the event of a paid claim. Notwithstanding any other clause in this Contract, the State may recover up to the liability limits of the insurance policies required herein. 1. WORKERS’ COMPENSATION INSURANCE

The Contractor shall take out and maintain during the life of this contract the statutory Workers’ Compensation and Employer's Liability Insurance for all of the contactors’ employees to be engaged in work on the project under this contract and, in case any such work is sublet, the Contractor shall require the Subcontractor similarly to provide Worker's Compensation and Employer's Liability Insurance for all of the Subcontractor’s employees to be engaged in such work. This policy shall be written to meet the statutory requirements for the state in which the work is to be performed, including Occupational Disease. The policy shall include a waiver of subrogation in favor of the State. The COI shall contain the mandatory COI subrogation waiver language found hereinafter. The

amounts of such insurance shall not be less than the limits stated hereinafter. For employees working

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in the State of Nebraska, the policy must be written by an entity authorized by the State of Nebraska Department of Insurance to write Workers’ Compensation and Employer’s Liability Insurance for Nebraska employees.

2. COMMERCIAL GENERAL LIABILITY INSURANCE AND COMMERCIAL AUTOMOBILE LIABILITY INSURANCE

The Contractor shall take out and maintain during the life of this contract such Commercial General Liability Insurance and Commercial Automobile Liability Insurance as shall protect Contractor and any Subcontractor performing work covered by this contract from claims for damages for bodily injury, including death, as well as from claims for property damage, which may arise from operations under this contract, whether such operation be by the Contractor or by any Subcontractor or by anyone directly or indirectly employed by either of them, and the amounts of such insurance shall not be less than limits stated hereinafter. The Commercial General Liability Insurance shall be written on an occurrence basis, and provide

Premises/Operations, Products/Completed Operations, Independent Contractors, Personal Injury, and Contractual Liability coverage. The policy shall include the State, and others as required by the contract documents, as Additional Insured(s). This policy shall be primary, and any insurance or self-insurance carried by the State shall be considered secondary and non- contributory. The COI shall contain the mandatory COI liability waiver language found hereinafter. The Commercial Automobile Liability Insurance shall be written to cover all Owned, Non-

owned, and Hired vehicles.

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REQUIRED INSURANCE COVERAGE

COMMERCIAL GENERAL LIABILITY

General Aggregate $2,000,000

Products/Completed Operations Aggregate $2,000,000

Personal/Advertising Injury $1,000,000 per occurrence

Bodily Injury/Property Damage $1,000,000 per occurrence

Medical Payments $10,000 any one person

Damage to Rented Premises (Fire) $300,000 each occurrence

Contractual Included

Independent Contractors Included

If higher limits are required, the Umbrella/Excess Liability limits are allowed to satisfy the higher limit.

WORKER’S COMPENSATION

Employers Liability Limits $500K/$500K/$500K

Statutory Limits- All States Statutory - State of Nebraska

Voluntary Compensation Statutory

COMMERCIAL AUTOMOBILE LIABILITY

Bodily Injury/Property Damage $1,000,000 combined single limit

Include All Owned, Hired & Non-Owned Automobile liability

Included

Motor Carrier Act Endorsement Where Applicable

UMBRELLA/EXCESS LIABILITY

Over Primary Insurance $5,000,000 per occurrence

PROFESSIONAL LIABILITY

All Other Professional Liability (Errors & Omissions) $3,000,000 Per Claim / Aggregate

COMMERCIAL CRIME

Crime/Employee Dishonesty Including 3rd Party Fidelity

$3,000,000

CYBER LIABILITY

Breach of Privacy, Security Breach, Denial of Service, Remediation, Fines and Penalties

$10,000,000

MANDATORY COI SUBROGATION WAIVER LANGUAGE

“Workers’ Compensation policy shall include a waiver of subrogation in favor of the State of Nebraska.”

MANDATORY COI LIABILITY WAIVER LANGUAGE

“Commercial General Liability & Commercial Automobile Liability policies shall name the State of Nebraska as an Additional Insured and the policies shall be primary and any insurance or self-insurance carried by the State shall be considered secondary and non-contributory as additionally insured.”

3. EVIDENCE OF COVERAGE

The Contractor shall furnish the Contract Manager, via email, with a certificate of insurance coverage complying with the above requirements prior to beginning work at: Nebraska State Purchasing Bureau Contract # 15919 OC 1526 K Street, Suite 130 Lincoln, NE 68508 as.materielpurchasing@nebraska.gov These certificates or the cover sheet shall reference the 15919 OC contract number, and the certificates shall include the name of the company, policy numbers, effective dates, dates of expiration, and amounts and types of coverage afforded. If the State is damaged by the failure of the Contractor to maintain such insurance, then the Contractor shall be responsible for all reasonable costs properly attributable thereto. Reasonable notice of cancellation of any required insurance policy must be submitted to the contract manager as listed above when issued and a new coverage binder shall be submitted immediately to ensure no break in coverage.

4. DEVIATIONS

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The insurance requirements are subject to limited negotiation. Negotiation typically includes, but is not necessarily limited to, the correct type of coverage, necessity for Workers’ Compensation, and the type of automobile coverage carried by the Contractor.

F. ANTITRUST

The Contractor hereby assigns to the State any and all claims for overcharges as to goods and/or services provided in connection with this contract resulting from antitrust violations which arise under antitrust laws of the United States and the antitrust laws of the State.

G. CONFLICT OF INTEREST

By signing, Contractor based upon reasonable commercial knowledge certifies that it is not currently aware that a relationship exists between the Contractor and any person or entity which either is, or gives the appearance of, a conflict of interest related to this participating addendum. Contractor further certifies that Contractor will not employ any individual known by Contractor to have a conflict of interest nor shall contractor take any action or acquire any interest, either directly or indirectly, which will conflict in any manner or degree with the performance of its Contractual obligations hereunder or which creates an actual or appearance of conflict of interest. If there is an actual or perceived conflict of interest, Contractor shall provide a full disclosure of the facts describing such actual or perceived conflict of interest and a proposed mitigation plan for consideration. The State will then consider such disclosure and proposed mitigation plan and either approve or reject.

H. ADVERTISING

The Contractor agrees not to refer to the contract award in advertising in such a manner as to state or imply that the company or its goods or services are endorsed or preferred by the State. Any publicity releases pertaining to the project shall not be issued without prior written approval from the State.

I. NEBRASKA TECHNOLOGY ACCESS STANDARDS (Nonnegotiable)

1. The State of Nebraska is committed to ensuring that all information and communication technology (ICT), developed, leased, or owned by the State of Nebraska, affords equivalent access to employees, program participants and members of the public with disabilities, as it affords to employees, program participants and members of the public who are not persons with disabilities.

2. By entering into this Contract, Contractor understands and agrees that if the Contractor is providing a product or service that contains ICT, as defined in subsection II.I.3 (below) and such ICT is intended to be directly interacted with by the user or is public facing, such ICT must provide equivalent access, or be modified during implementation to afford equivalent access, to employees, program participants, and members of the public who have and who do not have disabilities. The Contractor may comply with this section by complying with Section 508 of the Rehabilitation Act of 1973, as amended, and its implementing standards adopted and promulgated by the U.S. Access Board.

3. ICT means information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, display, receipt, or transmission of electronic data and information, as well as any associated content. Contractor hereby agrees ICT includes computers and peripheral equipment, information kiosks and transaction machines, telecommunications equipment, customer premises equipment, multifunction office machines, software, applications, web sites, videos, and electronic documents. For the purposes of these assurances, ICT does not include ICT that is used exclusively by a contractor.

J. BUSINESS CONTINUITY PLAN

The Contractor shall commit to maintain prudent corporate business continuity arrangements.

K. DRUG POLICY

Contractor certifies it maintains a drug free workplace environment to ensure worker safety and workplace integrity. Contractor agrees to provide a copy of its drug free workplace policy at any time upon request by the State.

L. ADMINISTRATIVE FEE/REBATE

The Contractor agrees to provide a quarterly administrative fee in the form of a check. The fee will be payable to the State for an amount equal to one-quarter of one percent (0.25% or 0.0025) the net sales (net of any returns, credits, or adjustments) under this Addendum for the period. Payments shall be made in accordance with following schedule:

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Period End Fee Due

December 31 January 31 March 31 April 30 June 30 July 31 September 30 October 31

M. ADMINISTRATIVE FEE/REBATE REMITTANCE LOCATION

All administrative fees/rebates will be sent to the following address: State Purchasing Bureau c/o Central Finance, Administrative Services 1526 K Street, Suite 240 Lincoln, NE 68508

N. REPORTS

The Contractor agrees to provide a utilization report, reflecting new sales to the State during the requested period, less any credits. The report will be provided in secure electronic Excel format and submitted electronically to the State as listed below. The Contractor shall provide to the State of Nebraska the reports containing at a minimum the following information pertaining to State of Nebraska agencies, boards, commissions, and political subdivisions utilization: Ordering Entity Purchase order number, Description, Quantity; and Price. Excel Quarterly Reports shall be emailed to: Nebraska State Purchasing Bureau Contract #15919 OC Attn: Matthew Caddy Matthew.Caddy@nebraska.gov

O. WARRANTY

Despite any clause to the contrary, and in addition to the Warranties set forth in the Master Agreement, the Contractor represents and warrants that its services hereunder shall be performed by competent personnel and shall be of professional quality consistent with generally accepted industry standards for the performance of such services and shall comply in all respects with the requirements of this Agreement. For any breach of this warranty, the Contractor shall, for a period of thirty (30) days from performance of the service, if notified by the State within said 30 day period, perform the services again, at no cost to the State, or if Contractor is unable to perform the services as warranted, Contractor shall reimburse the State all fees paid to Contractor for the unsatisfactory services. The Master Agreement and this Contract state all remedies for warranty claims. To the extent permitted by law, Contractor disclaims all other warranties.

P. TIME IS OF THE ESSENCE

Time is of the essence with respect to Contractor’s performance and deliverables pursuant to this Contract.

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III. PAYMENT

A. PROHIBITION AGAINST ADVANCE PAYMENT (Nonnegotiable)

Pursuant to Neb. Rev. Stat. § 81-2403, “[n]o goods or services shall be deemed to be received by an agency until all such goods or services are completely delivered and finally accepted by the agency.”

B. TAXES (Nonnegotiable)

The State is not required to pay taxes and assumes no such liability as a result of this participating addendum. The Contractor may request a copy of the Nebraska Department of Revenue, Nebraska Resale or Exempt Sale Certificate for Sales Tax Exemption, Form 13 for their records. Any property tax payable on the Contractor's equipment which may be installed in a state-owned facility is the responsibility of the Contractor.

C. INVOICES

Invoices for payments must be submitted by the Contractor to the agency requesting the services with sufficient detail to support payment. The terms and conditions included in the Contractor’s invoice shall be deemed to be solely for the convenience of the parties. No terms or conditions of any such invoice shall be binding upon the State, and no action by the State, including without limitation the payment of any such invoice in whole or in part, shall be construed as binding or estopping the State with respect to any such term or condition, unless the invoice term or condition has been previously agreed to by the State as an amendment to the contract. The State shall have forty-five (45) calendar days to pay after a valid and accurate invoice is received by the State.

D. INSPECTION AND APPROVAL

Final inspection and approval of all work required under the contract shall be performed by the designated State officials.

E. PAYMENT (Nonnegotiable)

Payment will be made by the responsible agency in compliance with the State of Nebraska Prompt Payment Act (See Neb. Rev. Stat. § 81-2403). The State may require the Contractor to accept payment by electronic means such as ACH deposit. In no event shall the State be responsible or liable to pay for any goods and services provided by the Contractor prior to the Effective Date of the contract, and the Contractor hereby waives any claim or cause of action for any such services.

F. LATE PAYMENT (Nonnegotiable)

The Contractor may charge the responsible agency interest for late payment in compliance with the State of Nebraska Prompt Payment Act (See Neb. Rev. Stat. §§ 81-2401 through 81-2408).

G. SUBJECT TO FUNDING / FUNDING OUT CLAUSE FOR LOSS OF APPROPRIATIONS (Nonnegotiable)

The State’s obligation to pay amounts due on the Contract for fiscal years following the current fiscal year is contingent upon legislative appropriation of funds. Should said funds not be appropriated, the State may terminate the contract with respect to those payments for the fiscal year(s) for which such funds are not appropriated. The State will give the Contractor written notice thirty (30) calendar days prior to the effective date of termination. All obligations of the State to make payments after the termination date will cease. The Contractor shall be entitled to receive just and equitable compensation for any authorized work which has been satisfactorily completed as of the termination date. In no event shall the Contractor be paid for a loss of anticipated profit.

H. RIGHT TO AUDIT (First Paragraph is Nonnegotiable)

The State shall have the right to audit the Contractor’s performance of this contract upon a thirty (30) days’ written notice. Contractor shall utilize generally accepted accounting principles, and shall maintain the accounting records, and other records and information relevant to the contract (Information) to enable the State to audit the contract. (Neb. Rev. Stat. § 84-304 et seq.) The State may audit, and the Contractor shall maintain, the Information during the term of the contract and for a period of five (5) years after the completion of this contract or until all issues or litigation are resolved, whichever is later. The Contractor shall make the Information available to the State at Contractor’s place of business or a location acceptable to both Parties during normal business hours. If this is not practical or the Contractor so elects, the Contractor may provide electronic or paper copies of the Information. The State reserves the right to examine, make copies of, and take notes on any Information relevant to this contract, regardless of the form or the Information, how it is stored, or who possesses the Information. Under no circumstance will the Contractor be required to create or maintain documents not kept in the ordinary course of contractor’s business operations, nor will contractor be required to disclose any information, including but not limited to product cost data, which is confidential or proprietary to contractor.

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The Parties shall pay their own costs of the audit unless the audit finds a previously undisclosed overpayment by the State. If a previously undisclosed overpayment exceeds one percent (1%) of the total contract billings then the parties shall split the cost of the audit.or if fraud, material misrepresentations, or non-performance (attributable solely to Contractor) is discovered on the part of the Contractor, the Contractor shall reimburse the State for the total costs of the audit. Overpayments and audit costs owed to the State shall be paid within ninety (90) days of written notice of the claim. The Contractor agrees to correct any material weaknesses or condition found as a result of the audit.

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I. TERMS AND CONDITIONS A. GOVERNING LAW (Nonnegotiable) B. Reserved. C. PRICES D. BEGINNING OF WORK & SUSPENSION OF SERVICES E. CHANGE ORDERS OR SUBSTITUTIONS F. RECORD OF VENDOR PERFORMANCE G. CORRECTIVE ACTION PLAN H. NOTICE OF POTENTIAL CONTRACTOR BREACH I. BREACH J. NON-WAIVER OF BREACH K. SEVERABILITY L. INDEMNIFICATION M. ATTORNEY'S FEES N. ASSIGNMENT, SALE, OR MERGER O. CONTRACTING WITH OTHER NEBRASKA POLITICAL SUBDIVISIONS OF THE STATE P. FORCE MAJEURE Q. EARLY TERMINATION R. CONTRACT CLOSEOUT

II. CONTRACTOR DUTIES A. INDEPENDENT CONTRACTOR / OBLIGATIONS B. EMPLOYEE WORK ELIGIBILITY STATUS C. COMPLIANCE WITH CIVIL RIGHTS LAWS AND EQUAL OPPORTUNITY EMPLOYMENT / NONDISCRIMINATION (Nonnegotiable) D. COOPERATION WITH OTHER CONTRACTORS E. INSURANCE REQUIREMENTS F. ANTITRUST G. CONFLICT OF INTEREST H. ADVERTISING I. NEBRASKA TECHNOLOGY ACCESS STANDARDS (Nonnegotiable) J. BUSINESS CONTINUITY PLAN K. DRUG POLICY L. ADMINISTRATIVE FEE/REBATE M. ADMINISTRATIVE FEE/REBATE REMITTANCE LOCATION O. WARRANTY P. TIME IS OF THE ESSENCE

III. PAYMENT A. PROHIBITION AGAINST ADVANCE PAYMENT (Nonnegotiable) B. TAXES (Nonnegotiable) C. INVOICES D. INSPECTION AND APPROVAL E. PAYMENT (Nonnegotiable) F. LATE PAYMENT (Nonnegotiable) G. SUBJECT TO FUNDING / FUNDING OUT CLAUSE FOR LOSS OF APPROPRIATIONS (Nonnegotiable) H. RIGHT TO AUDIT (First Paragraph is Nonnegotiable)

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