Cable TV (CATV Video Dist System) - Eagle Broadband Investments, LLC DBA Vyve Broadband, Inc

CONTRACT ADDENDUM Date: July 29, 2023 Contract Number: 12020 Addendum 4 Agency: Fort Hays State University Location(s): Hays, Kansas Web Address: http://www.fhsu.edu/purchasing/bids/ Telephone: 785-628-4251 E-Mail Address: purchasing@fhsu.edu Item: CATV Video Distribution System Agency: Fort Hays State University Location(s): Hays, KS Term of Contract: July 1, 2019 through June 30, 2024 Contractor: Eagle Broadband Investments, LLC dba Eagle Broadband, Inc. 1012 W. 28th Street, Suite A Hays, KS 67601 Telephone: 785-259-6720 FEIN: 48-0526211 Contact Person: Nolan Smith Email: ngsmith@eaglecom.net Scope: This Contract is for a monthly fee for the upgrade and programming to the Fort Hays State University CATV Video Distribution System. Conditions: Updated Outlet Bulk TV / Expanded Basic

services to a total of 72 locations at $45/location plus applicable fees. This is per the Business Service Order dated June 29, 2023. Payment Terms: Net 30 Political Subdivisions: Pricing is not available to the political subdivisions of the State of Kansas. The above referenced contract award was recently posted to the Fort Hays State University Internet website. The document can be downloaded by going to the following website: http://www.fhsu.edu/ purchasing/ http://www.fhsu.edu/purchasing/bids/ mailto:purchasing@fhsu.edu http://www.fhsu.edu/%20purchasing/ CONTRACT ADDENDUM Date: July 18, 2022 Contract Number: 12020 Addendum 3 Agency: Fort Hays State University Location(s): Hays, Kansas Web Address: http://www.fhsu.edu/purchasing/bids/ Telephone: 785-628-4251 E-Mail Address: purchasing@fhsu.edu Item: CATV Video Distribution System Agency: Fort Hays State University Location(s): Hays, KS Term of Contract: July 1, 2019 through June 30, 2024 Contractor: Eagle Broadband Investments, LLC dba Eagle Broadband, Inc. 1012 W. 28th Street, Suite A Hays, KS 67601 Telephone: 785-259-6720 FEIN: 48-0526211 Contact Person: Nolan Smith Email: ngsmith@eaglecom.net Scope: This Contract is for a monthly fee for the upgrade and programming to the Fort Hays State University CATV Video Distribution System. Conditions: Addition of HD to 9 TV’s in Tiger Wellness Center at $2.50 per TV for a total of $22.50/month + applicable taxes. Payment Terms: Net 30 Political Subdivisions: Pricing is not available to the political subdivisions of the State of Kansas. The above referenced contract award was recently posted to the Fort Hays State University Internet website. The document can be downloaded by going to the following website: http://www.fhsu.edu/ purchasing/ http://www.fhsu.edu/purchasing/bids/ mailto:purchasing@fhsu.edu http://www.fhsu.edu/%20purchasing/ CONTRACT ADDENDUM Date: August 11, 2021 Contract Number: 12020 Addendum 2 Agency: Fort Hays State University Location(s): Hays, Kansas Web Address: http://www.fhsu.edu/purchasing/bids/ Telephone: 785-628-4251 E-Mail Address: purchasing@fhsu.edu Item: CATV Video Distribution System Agency: Fort Hays State University Location(s): Hays, KS Term of Contract: July 1, 2019 through June 30, 2024 Contractor: Eagle Broadband Investments, LLC dba Eagle Broadband, Inc. 1012 W. 28th Street, Suite A Hays, KS 67601 Telephone: 785-259-6720 FEIN: 48-0526211 Contact Person: Nolan Smith Email: ngsmith@eaglecom.net Scope: This Contract is for a monthly fee for the upgrade and programming to the Fort Hays State University CATV Video Distribution System. Conditions: Changed name of Contractor from Eagle Broadband Investments LLC dba Eagle Broadband, Inc. to Eagle Broadband Investment LLC dba Vyve Broadband. Payment Terms: Net 30 Political Subdivisions: Pricing is not available to the political subdivisions of the State of Kansas. The above referenced contract award was recently posted to the Fort Hays State University Internet website. The document can be downloaded by going to the following website: http://www.fhsu.edu/ purchasing/ http://www.fhsu.edu/purchasing/bids/ mailto:purchasing@fhsu.edu http://www.fhsu.edu/%20purchasing/ CONTRACT ADDENDUM Date: July 1, 2019 Contract Number: 12020 Addendum 1 Agency: Fort Hays State University Location(s): Hays, Kansas Web Address: http://www.fhsu.edu/purchasing/bids/ Telephone: 785-628-4251 E-Mail Address: purchasing@fhsu.edu Item: CATV Video Distribution System Agency: Fort Hays State University Location(s): Hays, KS Term of Contract: July 1, 2019 through June 30, 2024 Contractor: Eagle Broadband Investments, LLC dba Eagle Broadband, Inc. 1012 W. 28th Street, Suite A Hays, KS 67601 Telephone: 785-259-6720 FEIN: 48-0526211 Contact Person: Nolan Smith Email: ngsmith@eaglecom.net Scope: This Contract is for a monthly fee for the upgrade and programming to the Fort Hays State University CATV Video Distribution System. Conditions: 1. Changed name of Contractor from Eagle Communications, Inc. to Eagle Broadband Investments LLC dba Eagle Broadband, Inc. Payment Terms: Net 30 Political Subdivisions: Pricing is not available to the political subdivisions of the State of Kansas. The above referenced contract award was recently posted to the Fort Hays State University Internet website. The document can be downloaded by going to the following website: http://www.fhsu.edu/ purchasing/ http://www.fhsu.edu/purchasing/bids/ mailto:purchasing@fhsu.edu http://www.fhsu.edu/%20purchasing/ CONTRACT RENEWAL Date: July 1, 2019 Contract Number: 12020 Agency: Fort Hays State University Location(s): Hays, Kansas Web Address: http://www.fhsu.edu/purchasing/bids/ Telephone: 785-628-4251 E-Mail Address: purchasing@fhsu.edu Item: CATV Video Distribution System Agency: Fort Hays State University Location(s): Hays, KS Term of Contract: July 1, 2019 through June 30, 2024 Contractor: Eagle Communications, Inc. 1012 W. 28th Street, Suite A Hays, KS 67601 Telephone: 785-259-6720 FEIN: 48-0526211 Contact Person: Nolan Smith Email: ngsmith@eaglecom.net Scope: This Contract is for a monthly fee for the upgrade and programming to the Fort Hays State University CATV Video Distribution System. Conditions: 2. Changed contact person to Nolan Smith 3. New pricing: Unlimited Drops per month for (Channels 2 – 71): $4,680/month; with increase of 4% annually 4. BET programming is now being provided by Eagle Payment Terms: Net 30 Political Subdivisions: Pricing is not available to the political subdivisions of the State of Kansas. The above referenced contract award was recently posted to the Fort Hays State University Internet website. The document can be downloaded by going to the following website: http://www.fhsu.edu/ purchasing/ http://www.fhsu.edu/purchasing/bids/ mailto:purchasing@fhsu.edu http://www.fhsu.edu/%20purchasing/ CONTRACT RENEWAL Date of Award: May 23, 2017 Contract Number: 12020 Replaces Contract: 08668 Agency: Fort Hays State University Location(s): Hays, Kansas Web Address: http://www.fhsu.edu/purchasing/bids/ Telephone: 785-628-4251 E-Mail Address: purchasing@fhsu.edu Item: CATV Video Distribution System Agency: Fort Hays State University Location(s): Hays, KS Term of Contract: July 1, 2017 through June 30, 2019 Contractor: Eagle Communications, Inc. 1012 W. 28th Street, Suite A Hays, KS 67601 Telephone: 785-301-2061 FEIN: 48-0526211 Contact Person: Tammy Schumacher Email: TammyS@eaglecom.net Scope: This Contract is for a monthly fee for the upgrade and programming to the Fort Hays State University CATV Video Distribution System. Conditions: Changed contact person. Two years added to the original contract. The prices will remain the same. Prices: See Attached Payment Terms: Net 30 Political Subdivisions: Pricing is not available to the political subdivisions of the State of Kansas. The above referenced contract award was recently posted to the Fort Hays State University Internet website. The document can be downloaded by going to the following website: http://www.fhsu.edu/ purchasing/ http://www.fhsu.edu/purchasing/bids/ mailto:purchasing@fhsu.edu mailto:TammyS@eaglecom.net http://www.fhsu.edu/%20purchasing/ CONTRACT AWARD Date of Award: May 21, 2012 Contract Number: 12020 Replaces Contract: 08668 Agency: Fort Hays State University Location(s): Hays, Kansas Web Address: http://www.fhsu.edu/purchasing/bids/ Telephone: 785-628-4251 E-Mail Address: purchasing@fhsu.edu Item: CATV Video Distribution System Agency: Fort Hays State University Location(s): Hays, KS Term of Contract: July 1, 2012 through June 30, 2017 (with the option to renew for two (2) additional one (1) year periods) Contractor: Eagle Communications, Inc. 1012 W. 28th Street, Suite A Hays, KS 67601 Telephone: 785-301-2060 FEIN: 48-0526211 Contact Person: James Miller Email: jmiller@eaglecom.net Scope: This Contract is for a monthly fee for the upgrade and programming to the Fort Hays State University CATV Video Distribution System. Prices: See Attached Payment Terms: Net 30 Political Subdivisions: Pricing is not available to the political subdivisions of the State of Kansas. The above referenced contract award was recently posted to the Fort Hays State University Internet website. The document can be downloaded by going to the following website: http://www.fhsu.edu/ purchasing/ http://www.fhsu.edu/purchasing/bids/ mailto:purchasing@fhsu.edu http://www.fhsu.edu/%20purchasing/ Contract 12020 Page 8 CONDITIONS 1. Term of Contract: The term of this contract is from July 1, 2012 through June 30, 2017 (with the option to renew for two (2) additional one (1) year periods) by written agreement of the parties. 2. Conditions of Contract: The following terms and conditions of award are incorporated by reference and include: DA-45/146a; specifications and conditions of the proposal including any addenda; vendor’s response, including any addenda, appendices and exhibits. 3. Order of Preference: Any conflict to the provisions of this contract and the documents incorporated by reference shall be determined by the following priority order: a. Contract Provisions Attachment DA-45/146a; b. Written modifications and addenda to the executed contract; c. This contract document; d. The above referenced Invitation for Request for Information (RFI) including any addenda; e. Contractors response including any addenda, appendices and exhibits. 4. Termination for Cause: The FHSU Purchasing Director may terminate this contract, or any part of this contract, for cause under any one of the following circumstances: the Contractor fails to make delivery of goods or services as specified in this contract; or the Contractor fails to perform any of the provisions of this contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms. The FHSU Purchasing Director shall provide Contractor with written notice of the conditions endangering performance. If the Contractor fails to remedy the conditions within ten (10) days from the receipt of the notice (or such longer period as University may authorize in writing), the FHSU Purchasing Director shall issue the Contractor an order to stop work immediately. Receipt of the notice shall be presumed to have occurred within three (3) days of the date of the notice. 5. Termination for Convenience: The FHSU Purchasing Director may terminate performance of work under this contract in whole or in part whenever, for any reason, the FHSU Purchasing Director shall determine that the termination is in the best interest of Fort Hays State University. In the event that the FHSU Purchasing Director elects to terminate this contract pursuant to this provision, Purchasing shall provide the Contractor written notice at least thirty (30) days prior to the termination date. The termination shall be effective as of the date specified in the notice. The Contractor shall continue to perform any part of the work that may have not been terminated by the notice. 6. Notices: All notices, demands, requests, approvals, reports, instructions, consents or other communications (collectively "notices") which may be required or desired to be given by either party to the other shall be IN WRITING and addressed as follows: Fort Hays State University Purchasing Office 601 Park Street Sheridan Hall Rm 318 Hays, KS 67601 or to any other persons or addresses as may be designated by notice from one party to the other. 7. Prices: Prices shall remain firm for the entire contract period and subsequent renewals. Prices quoted shall be net delivered, including all trade, quantity and cash discounts. Any price reductions available during the contract period shall be offered to FHSU. Failure to provide available price reductions may result in termination of the contract. 8. Method of Payment: The vendor is required to provide monthly invoices with a description of the treatment provided to Fort Hays State University. Payment will be made monthly, in arrears, with one (1) copy of the Contractor’s invoice and one copy (1) of the statement to Fort Hays State University Business Office for approval and payment. All correspondence and invoices must show the contract number. Contract 12020 Page 9 9. Debarment of University Contractors: Any vendor who defaults on delivery or does not perform in a satisfactory manner as defined in this RFP may be barred for a period up to three (3) years, pursuant to KSA 75-37,103, or have their work evaluated for pre-qualification purposes. 10. Rights and Remedies: If this contract is terminated, FHSU, in addition to any other rights provided for in this contract, may require the Contractor to transfer title and deliver to FHSU in the manner and to the extent directed, any completed materials. FHSU shall be obligated only for those services and materials rendered and accepted prior to the date of termination. In the event of termination, the Contractor shall receive payment prorated for that portion of the contract period services were provided to and/or goods were accepted by FHSU subject to any offset by FHSU for actual damages including loss of state or federal matching funds. The rights and remedies of FHSU provided for in this contract shall not be exclusive and are in addition to any other rights and remedies provided by law. 11. Force Majeure: The Contractor shall not be held liable if the failure to perform under this contract arises out of causes beyond the control of the Contractor. Causes may include, but are not limited to, acts of nature, fires, tornadoes, quarantine, strikes other than by Contractor's employees, and freight embargoes, etc. 12. Waiver: Waiver of any breach of any provision in this contract shall not be a waiver of any prior or subsequent breach. Any waiver shall be in writing and any forbearance or indulgence in any other form or manner by FHSU shall not constitute a waiver. 13. Independent Contractor: Both parties, in the performance of this contract, shall be acting in their individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be construed to be the employees or agents of the other party for any purpose whatsoever. The Contractor accepts full responsibility for payment of unemployment insurance, workers compensation and social security as well as all income tax deductions and any other taxes or payroll deductions required by law for its employees engaged in work authorized by this contract. 14. Staff Qualifications: The Contractor shall warrant that all persons assigned by it to the performance of this contract shall be employees of the Contractor (or specified Subcontractor) and shall be fully qualified to perform the work required. The Contractor shall include a similar provision in any contract with any Subcontractor selected to perform work under this contract. Failure of the Contractor to provide qualified staffing at the level required by the proposal specifications may result in termination of this contract and/or damages. 15. Subcontractors: The Contractor shall be the sole source of contact for the contract. FHSU will not subcontract any work under the contract to any other firm and will not deal with any subcontractors. The Contractor is totally responsible for all actions and work performed by its subcontractors. All terms, conditions and requirements of the contract shall apply without qualification to any services performed or goods provided by any subcontractor. 16. Proof of Insurance: Upon request, the vendor shall present Certificates of Insurance to the FHSU Purchasing Office evidencing the following coverage during the performance of the Services: (a) Worker’s Compensation with statutory limits; (b) Employers Liability, with a minimum $1,000,000 limit of liability per occurrence; (c) Commercial General Liability, including Contractual Liability coverage, with the following minimum limits of liability: $1,000,000 per occurrence for Bodily Injury and Property Damage, and $1,000,000 General Aggregate; and (d) Professional Liability in the minimum amount of $1,000,000 per claim. Contract 12020 Page 10 17. Conflict of Interest: The Contractor shall not knowingly employ, during the period of this contract or any extensions to it, any professional personnel who are also in the employ of the FHSU and who are providing services involving this contract or services similar in nature to the scope of this contract to the University. Furthermore, the Contractor shall not knowingly employ, during the period of this contract or any extensions to it, any FHSU employee who has participated in the making of this contract until at least two years after his/her termination of employment with FHSU. 18. Confidentiality: The Contractor may have access to private or confidential data maintained by FHSU to the extent necessary to carry out its responsibilities under this contract. No private or confidential data collected, maintained or used in the course of performance of this contract shall be disseminated by either party except as required by law or authorized by FHSU, either during the period of the contract or thereafter. Contractor must agree to return any or all data furnished by FHSU promptly at the request of FHSU in whatever form it is maintained by Contractor. On the termination of expiration of this contract, Contractor will not use any of such data or any material derived from the data for any purpose and, where so instructed by FHSU, will destroy or render it unreadable. 19. Nondiscrimination and Workplace Safety: The Contractor agrees to abide by all federal, state and local laws, rules and regulations prohibiting discrimination in employment and controlling workplace safety. Any violations of applicable laws, rules and regulations may result in termination of this contract. 20. Environmental Protection: The Contractor shall abide by all federal, state and local laws, rules and regulations regarding the protection of the environment. The Contractor shall report any violations to the applicable governmental agency. A violation of applicable laws, rule or regulations may result in termination of this contract. 21. Hold Harmless: The Contractor shall indemnify FHSU against any and all loss or damage to the extent arising out of the Contractor’s negligence in the performance of services under this contract and for infringement of any copyright or patent occurring in connection with or in any way incidental to or arising out of the occupancy, use, service, operations or performance of work under this contract. FHSU shall not be precluded from receiving the benefits of any insurance the Contractor may carry which provides for indemnification for any loss or damage to property in the Contractor's custody and control, where such loss or destruction is to state property. The Contractor shall do nothing to prejudice the FHSU's right to recover against third parties for any loss, destruction or damage to State property. 22. Care of State Property: The Contractor shall be responsible for the proper care and custody of any state-owned personal tangible property and real property furnished for Contractor's use in connection with the performance of this contract, and Contractor will reimburse FHSU for such property's loss or damage caused by Contractor, normal wear and tear excepted. 23. Prohibition of Gratuities: Neither the Contractor nor any person, firm or corporation employed by the Contractor in the performance of this contract shall offer or give any gift, money or anything of value or any promise for future reward or compensation to any FHSU employee at any time. 24. Retention of Records: Unless FHSU specifies in writing a different period of time, the Contractor agrees to preserve and make available all of its books, documents, papers, records and other evidence involving transactions related to this contract for a period of five (5) years from the date of the expiration or termination of this contract. Matters involving litigation shall be kept for one (1) year following the termination of litigation, including all appeals. The Contractor agrees that authorized federal and state representatives, including but not limited to, personnel of FHSU; independent auditors acting on behalf of state and/or federal agencies Contract 12020 Page 11 shall have access to and the right to examine records during the contract period and during the five (5) year post-contract period. Delivery of and access to the records shall be at no cost to FHSU. 25. Antitrust: If the Contractor elects not to proceed, the Contractor assigns to FHSU all rights to and interests in any cause of action it has or may acquire under the anti-trust laws of the United States and FHSU relating to the particular products or services purchased or acquired by FHSU pursuant to this contract. 26. Modification: This contract shall be modified only by the written agreement of the parties with the approval of the PNC. No alteration or variation of the terms and conditions of the contract shall be valid unless made in writing and signed by the parties. Every amendment shall specify the date on which its provisions shall be effective. 27. Assignment: The Contractor shall not assign, convey, encumber, or otherwise transfer its rights or duties under this contract without the prior written consent of the University. This contract may terminate in the event of its assignment, conveyance, encumbrance or other transfer by the Contractor without the prior written consent of the University. 28. Third Party Beneficiaries: This contract shall not be construed as providing an enforceable right to any third party. 29. Captions: The captions or headings in this contract are for reference only and do not define, describe, extend, or limit the scope or intent of this contract. 30. Severability: If any provision of this contract is determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this contract shall not be affected and each provision of this contract shall be enforced to the fullest extent permitted by law. 31. Governing Law: This contract shall be governed by the laws of the State of Kansas and shall be deemed executed at Hays, Ellis County, Kansas, unless otherwise specified and agreed upon by FHSU. 32. Jurisdiction: The parties shall bring any and all legal proceedings arising hereunder in the State of Kansas, District Court of Ellis County, unless otherwise specified and agreed upon by FHSU. The United States District Court for the State of Kansas sitting in Topeka, Shawnee County, Kansas, shall be the venue for any federal action or proceeding arising hereunder in which the State is a party. 33. Mandatory Provisions: The provisions found in Contractual Provisions Attachment (DA-146a) which is attached are incorporated by reference and made a part of this contract. 34. Integration: This contract, in its final composite form, shall represent the entire agreement between the parties and shall supersede all prior negotiations, representations or agreements, either written or oral, between the parties relating to the subject matter hereof. This contract between the parties shall be independent of and have no effect on any other contracts of either party. 35. Criminal Or Civil Offense: Any conviction for a criminal or civil offense of an individual or entity that controls a company or organization or will perform work under this contract that indicates a lack of business integrity or business honesty must be disclosed. This includes (1) conviction of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract or in the performance of such contract or subcontract; (2) conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property; (3) conviction under state or federal antitrust statutes; and (4) any other offense to be so serious and compelling as to affect responsibility as a state contractor. For the purpose of this section, an individual or entity shall be presumed to have control of a company or organization if the individual or entity directly or indirectly, or acting in concert with one or more individuals or entities, owns or controls 25 percent or more of its equity, or otherwise controls its Contract 12020 Page 12 management or policies. Failure to disclose an offense may result in disqualification of the bid or termination of the contract. 36. Injunctions: Should FHSU be prevented or enjoined from proceeding with the acquisition before or after contract execution by reason of any litigation or other reason beyond the control of the University, vendor shall not be entitled to make or assert claim for damage by reason of said delay. 37. Statutes: Each and every provision of law and clause required by law to be inserted in the contract shall be deemed to be inserted herein and the contract shall be read and enforced as though it were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then on the application of either party the contract shall be amended to make such insertion or correction. 38. Materials and Workmanship: The Contractor shall perform all work and furnish all supplies and materials, machinery, equipment, facilities, and means, necessary to complete all the work required by this solicitation, within the time specified, in accordance with the provisions as specified. The contractor shall be responsible for all work put in under these specifications and shall make good, repair and/or replace, at the contractor's own expense, as may be necessary, any defective work, material, etc., if in the opinion of Fort Hays State University said issue is due to imperfection in material, design, workmanship or contractor fault. 39. Industry Standards: If not otherwise provided, materials or work called for in this contract shall be furnished and performed in accordance with best established practice and standards recognized by the contracted industry and comply with all codes and regulations which shall apply. 40. Federal, State and Local Taxes: Unless otherwise specified, the RFP price shall include all applicable federal, state and local taxes. The successful vendor shall pay all taxes lawfully imposed on it with respect to any product or service delivered in accordance with this RFP. FHSU is exempt from state sales or use taxes and federal excise taxes for direct purchases. These taxes shall not be included in the vendor's price quotation. The University makes no representation as to the exemption from liability of any tax imposed by any governmental entity on the Contractor. 41. Accounts Receivable Set-Off Program: During the course of this contract if the vendor is found to owe a debt to the State of Kansas, agency payments to the vendor may be intercepted / setoff by the State of Kansas. Notice of the setoff action will be provided to the vendor. The vendor shall credit the account of the agency making the payment in an amount equal to the funds intercepted. K.S.A. 75-6201 et seq. allows the Director of Accounts & Reports to setoff funds the State of Kansas owes vendors against debts owed by the vendors to the State of Kansas. Payments setoff in this manner constitute lawful payment for services or goods received. The vendor benefits fully from the payment because its obligation to the State is reduced by the amount subject to setoff. 42. Immigration and Reform Control Act of 1986 (IRCA): All contractors are expected to comply with the Immigration and Reform Control Act of 1986 (IRCA), as may be amended from time to time. This Act, with certain limitations, requires the verification of the employment status of all individuals who were hired on or after November 6, 1986, by the contractor. The usual method of verification is through the Employment Verification (I-9) form. With the submission of this bid, the contractor hereby certifies without exception that such contractor has complied with all federal and state laws relating to immigration and reform. Any misrepresentation in this regard or any employment of persons not authorized to work in the United States constitutes a material breach and, at the University's option, may subject the contract to termination and any applicable damages. Contract 12020 Page 13 Unless provided otherwise herein, all contractors are expected to be able to produce to FHSU any documentation or other such evidence to verify Contractor's compliance with any provision, duty, certification or like under the contract. 43. Confidentiality: The Contractor shall establish and maintain procedures and controls acceptable to the agency to protect the privacy of members’ information. Unless the Contractor has the member’s written consent, the Contractor shall not use any personally identifiable information obtained for any reason other than that mandated by this agreement 44. Off-Shore Sourcing: Bidders shall disclose in their bid response the location where the contracted services will be performed and whether or not any of the work necessary to provide the contracted services will be performed at a site outside the United States. If, during the term of the contract, the Contractor or subcontractor moves work previously performed in the United States to a location outside of the United States, the Contractor shall immediately notify the FHSU Purchasing Office in writing, indicating the new location and the percentage of work relocated. 45. On-Site Inspection: Failure to adequately inspect the premises shall not relieve the successful vendor from furnishing without additional cost to FHSU any materials, equipment, supplies or labor that may be required to carry out the intent of this RFP. Submission of a bid shall be construed as evidence that the vendor has made necessary examination, inspection and investigation. Failure to properly inspect the site may result in rejection of the vendor's bid. 46. Payment: Payment Terms are Net 30 days. Payment date and receipt of order date shall be based upon K.S.A. 75-6403(b). This Statute requires Fort Hays State University to pay the full amount due for goods or services on or before the 30th calendar day after the date Fort Hays State University receives such goods or services or the bill for the goods and services, whichever is later, unless other provisions for payment are agreed to in writing by the vendor and Fort Hays State University. NOTE: If the 30th calendar day noted above falls on a Saturday, Sunday, or legal holiday, the following workday will become the required payment date. Payments shall not be made for costs or items not listed in the vendor's response. 47. Upgrades: Bidders shall indicate the upgrade price and policy for any software, firmware, or hardware upgrades anticipated for the equipment bid. If the upgrades are provided without cost, this should be indicated. 48. Charge Back Clause: If the contractor fails to deliver the product within the delivery time quoted on the contract, FHSU reserves the right to purchase the product from the open market and charge back the difference between contract price and open market price to the contractor. 49. Equipment: All proposed equipment, equipment options, and hardware expansions must be identified by manufacturer and model number and descriptive literature of such equipment must be submitted with the bid. 50. Implied Requirements: All products and services not specifically mentioned in RFP, but which are necessary to provide the functional capabilities described by the specifications, shall be included. Other products required to make the described software functional shall be identified in the vendor's response. 51. Warranty: Bidders shall indicate the type and extent of the warranty for all equipment, hardware, software, and services proposed. FHSU requires a “standard” warranty of a specific amount of days, or one (1) year, whichever is greater. This warranty shall be included in the cost of the equipment. The successful bidder will be the sole point of contact on any problems with the equipment or systems during the warranty period. Contract 12020 Page 14 The Contractor shall be responsible for all work performed under these specifications. The Contractor shall make good, repair and replace, at the Contractor's own expense, as may be necessary, any defective work, material acceptance, if in the opinion of the FHSU Purchasing Office said defect is due to imperfection in material, design, or workmanship for the warranty period specified. 52. Acceptance: No contract provision or use of items by FHSU shall constitute acceptance or relieve the vendor of liability in respect to any expressed or implied warranties. 53. Ownership: All data, forms, procedures, software, manuals, system descriptions and work flows developed or accumulated by the Contractor under this contract shall be owned by FHSU. The Contractor may not release any materials without the written approval of FHSU. 54. Software Code and Intellectual Property Rights: As applicable, all original software and software code and related intellectual property developed or created by the Contractor in the performance of its obligations under this Contract or any Task Order issued under this Contract, shall become the sole property of the State of Kansas. The Contractor will surrender all original written materials, including any reports, studies, designs, drawings, specifications, notes, documents, software and documentation, computer-based training modules, electronically or magnetically recorded material, used to develop this software and/or software code and related intellectual property to the state entity for which it was developed. 55. Data: Any and all data required to be provided at any time during the bid process or contract term shall be made available in a format as requested and/or approved by FHSU. 56. Inspection: FHSU reserves the right to reject, on arrival at destination, any items which do not conform with specification of this RFP. 57. New Materials, Supplies or Equipment: Unless otherwise specified, all materials, supplies or equipment offered by a vendor shall be new, unused in any regard and of most current design. All materials, supplies and equipment shall be first class in all respects. Seconds or flawed items will not be acceptable. All materials, supplies or equipment shall be suitable for their intended purpose and, unless otherwise specified, fully assembled and ready for use on delivery. 58. Transition Assistance: In the event of contract termination or expiration, Contractor shall provide all reasonable and necessary assistance to FHSU to allow for a functional transition to another vendor. Contract 12020 Page 15 Special Provision Eagle agrees to be a technology partner, sharing our industry expertise, resources and assistance in facilitating the addition of an on campus FHSU IPTV viewing option. We will jointly work to navigate through the limits of the technology available in the marketplace and the licensed programming contracts that Eagle and FHSU are under today. Pricing Unlimited Drops per month for (Channels 2 – 71): $3,900/month Premium Channel Services on a subscription basis. Premium channels will only be distributed to authorized subscribers who sign up for the service with the awarded vendor. Premiums are individual buys between the subscriber and the awarded vendor. FHSU is not responsible for these transactions. All costs will be per month per subscriber. Item No. Service Pricing per Month 1 HBO $14.95/mo. 2 Cinemax $11.95/mo. 3 Showtime and The Movie Channel $11.95/mo. 4 Starz and Encore $11.95/mo. 5 Combo 1 - $1.00/mo. (bundle two (2) premium channels) 6 Combo 2 - $5.00/mo. (bundle all premium channels) NOTE: BET, Univision, Netflix, and Hulu Plus will be programming paid by FHSU. Contract 12020 Page 16 State of Kansas Department of Administration DA-146a (Rev. 10-11) CONTRACTUAL PROVISIONS ATTACHMENT Important: This form contains mandatory contract provisions and must be attached to or incorporated in all copies of any contractual agreement. If it is attached to the vendor/contractor's standard contract form, then that form must be altered to contain the following provision: "The Provisions found in Contractual Provisions Attachment (Form DA-146a, Rev. 10-11), which is attached hereto, are hereby incorporated in this contract and made a part thereof." The parties agree that the following provisions are hereby incorporated into the contract to which it is attached and made a part thereof, said contract being the _____ day of ____________________, 20_____. 1. Terms Herein Controlling Provisions: It is expressly agreed that the terms of each and every provision in this attachment shall prevail and control over the terms of any other conflicting provision in any other document relating to and a part of the contract in which this attachment is incorporated. Any terms that conflict or could be interpreted to conflict with this attachment are nullified. 2. Kansas Law and Venue: This contract shall be subject to, governed by, and construed according to the laws of the State of Kansas, and jurisdiction and venue of any suit in connection with this contract shall reside only in courts located in the State of Kansas. 3. Termination Due To Lack Of Funding Appropriation: If, in the judgment of the Director of Accounts and Reports, Department of Administration, sufficient funds are not appropriated to continue the function performed in this agreement and for the payment of the charges hereunder, State may terminate this agreement at the end of its current fiscal year. State agrees to give written notice of termination to contractor at least 30 days prior to the end of its current fiscal year, and shall give such notice for a greater period prior to the end of such fiscal year as may be provided in this contract, except that such notice shall not be required prior to 90 days before the end of such fiscal year. Contractor shall have the right, at the end of such fiscal year, to take possession of any equipment provided State under the contract. State will pay to the contractor all regular contractual payments incurred through the end of such fiscal year, plus contractual charges incidental to the return of any such equipment. Upon termination of the agreement by State, title to any such equipment shall revert to contractor at the end of the State's current fiscal year. The termination of the contract pursuant to this paragraph shall not cause any penalty to be charged to the agency or the contractor. 4. Disclaimer Of Liability: No provision of this contract will be given effect that attempts to require the State of Kansas or its agencies to defend, hold harmless, or indemnify any contractor or third party for any acts or omissions. The liability of the State of Kansas is defined under the Kansas Tort Claims Act (K.S.A. 75-6101 et seq.). 5. Anti-Discrimination Clause: The contractor agrees: (a) to comply with the Kansas Act Against Discrimination (K.S.A. 44- 1001 et seq.) and the Kansas Age Discrimination in Employment Act (K.S.A. 44-1111 et seq.) and the applicable provisions of the Americans With Disabilities Act (42 U.S.C. 12101 et seq.) (ADA) and to not discriminate against any person because of race, religion, color, sex, disability, national origin or ancestry, or age in the admission or access to, or treatment or employment in, its programs or activities; (b) to include in all solicitations or advertisements for employees, the phrase "equal opportunity employer"; (c) to comply with the reporting requirements set out at K.S.A. 44-1031 and K.S.A. 44-1116; (d) to include those provisions in every subcontract or purchase order so that they are binding upon such subcontractor or vendor; (e) that a failure to comply with the reporting requirements of (c) above or if the contractor is found guilty of any violation of such acts by the Kansas Human Rights Commission, such violation shall constitute a breach of contract and the contract may be cancelled, terminated or suspended, in whole or in part, by the contracting state agency or the Kansas Department of Administration; (f) if it is determined that the contractor has violated applicable provisions of ADA, such violation shall constitute a breach of contract and the contract may be cancelled, terminated or suspended, in whole or in part, by the contracting state agency or the Kansas Department of Administration. Contractor agrees to comply with all applicable state and federal anti-discrimination laws. The provisions of this paragraph number 5 (with the exception of those provisions relating to the ADA) are not applicable to a contractor who employs fewer than four employees during the term of such contract or whose contracts with the contracting State agency cumulatively total $5,000 or less during the fiscal year of such agency. 6. Acceptance Of Contract: This contract shall not be considered accepted, approved or otherwise effective until the statutorily required approvals and certifications have been given. 7. Arbitration, Damages, Warranties: Notwithstanding any language to the contrary, no interpretation of this contract shall find that the State or its agencies have agreed to binding arbitration, or the payment of damages or penalties. Further, the State of Kansas and its agencies do not agree to pay attorney fees, costs, or late payment charges beyond those available under the Kansas Prompt Payment Act (K.S.A. 75-6403), and no provision will be given effect that attempts to exclude, modify, disclaim or otherwise attempt to limit any damages available to the State of Kansas or its agencies at law, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. 8. Representative's Authority To Contract: By signing this contract, the representative of the contractor thereby represents that such person is duly authorized by the contractor to execute this contract on behalf of the contractor and that the contractor agrees to be bound by the provisions thereof. 9. Responsibility For Taxes: The State of Kansas and its agencies shall not be responsible for, nor indemnify a contractor for, any federal, state or local taxes which may be imposed or levied upon the subject matter of this contract. 10. Insurance: The State of Kansas and its agencies shall not be required to purchase any insurance against loss or damage to property or any other subject matter relating to this contract, nor shall this contract require them to establish a "self-insurance" fund to protect against any such loss or damage. Subject to the provisions of the Kansas Tort Claims Act (K.S.A. 75-6101 et seq.), the contractor shall bear the risk of any loss or damage to any property in which the contractor holds title. Contract 12020 Page 17 11. Information: No provision of this contract shall be construed as limiting the Legislative Division of Post Audit from having access to information pursuant to K.S.A. 46-1101 et seq. 12. The Eleventh Amendment: "The Eleventh Amendment is an inherent and incumbent protection with the State of Kansas and need not be reserved, but prudence requires the State to reiterate that nothing related to this contract shall be deemed a waiver of the Eleventh Amendment." 13. Campaign Contributions / Lobbying: Funds provided through a grant award or contract shall not be given or received in exchange for the making of a campaign contribution. No part of the funds provided through this contract shall be used to influence or attempt to influence an officer or employee of any agency or a member of the Legislature regarding any pending legislation or the awarding, extension, continuation, renewal, amendment or modification of any government contract, grant, loan, or cooperative agreement.