Cellular/Wireless Services ...

1 | P a g e Idaho Division of Purchasing Participating Addendum Purchase Order Name: Wireless Voice, Data, and Accessories Contract Number: PADD20210617 Contract Value: 4,000,000.00 USD Purchase Order Date: 12/1/2019 Submitted By: Kim Guevara Contract Administrator: Kim Guevara (Kimberly.guevara@adm.idaho.gov) Supplier Shipping Details Discountcell Inc 350 West 500 South Provo Utah, 84601 Ship FOB: Shipping Instructions: Destination, Prepaid Ship to Ordering Agency Phone: +1 801-235-9809 Fax: +1 801-705-0324 Email: jking@discountcell.com Bill To Address Ship To Address DOP - Various State Agencies State of Idaho Various Locations See Below for Details on Specific Locations Various, Idaho 83702 Ship to Ordering Agency Payment Details Payment Terms: Net 30 Participating Addendum NOTICE OF STATEWIDE CONTRACT (PADD) AWARD This Contract is for Wireless Voice,

Data, and Accessories, awarded pursuant to State of Utah Master Agreement PD180, issued as a cooperative contract in conjunction with NASPO ValuePoint. This Contract is issued on behalf of State of Idaho Agencies, institutions, departments, and eligible public agencies as defined by Idaho Code Section 67-2327 and shall be 2 | P a g e for the period noted above. It may be amended, renewed, or extended upon mutual, written agreement of the parties, as detailed in the RFP. Contract Type: Open Public Agency Clause: Yes Contractor Contact: Jennifer King Phone: +1 801-235-9809 E-mail: jking@discountcell.com This Contract is to be drawn upon as requested by the Ordering Agency for the period noted above. THIS NOTICE OF AWARD IS NOT AN ORDER TO SHIP. Purchase orders against this PADD will be furnished by the Ordering Agency on whose behalf this Contract is made. Contractor must ship and bill directly to the Ordering Agency. DO NOT INVOICE DOP unless DOP is the Ordering Agency. Notating the Contract Award Number on any invoices/statement will facilitate the efficient processing of payment. QUANTITIES: DOP can only give approximations of quantities; no maximum or minimum quantities can be guaranteed. This PADD, including any attached files, constitutes the State of Idaho’s acceptance of your signed Proposal (including any electronic submission), which is incorporated herein by reference. In the event of any inconsistency, precedence shall be given in the following order: 1. This PADD 2. State of Utah’s original sourcing event, CJ18012 3. The Contractor’s signed Proposal Special Instructions: Internal Comments: Signature :Kim Guevara Signed By :___________________ Kimberly Guevara Digitally signed by Kimberly Guevara Date: 2020.12.01 15:31:31 -07'00' NASPO ValuePoint PARTICIPATING ADDENDUM WIRELESS VOICE, DATA & ACCESSORIES Led by the State of Utah Page 1 of 8 Master Agreement #: PD180-1 Participating Addendum #: PADD20210617 Contractor: DISCOUNTCELL Participating Entity: STATE OF IDAHO The following products or services are included in this contract portfolio: Category 2 – Equipment and Accessories: Equipment and Accessories: This category includes any equipment or accessories operating over cellular carrier provided network services or intended for use with cellular connected devices. The following products or services are not included in this agreement: Category 1: Cellular Wireless Services Category 3: Turnkey Wireless and IoT Solutions Master Agreement Terms and Conditions: 1. Scope: This addendum covers the Wireless Voice, Data and Accessories led by the State of Utah for use by state agencies and other entities located in the Participating State, State of Idaho, authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official. 2. Participation: This NASPO ValuePoint Master Agreement may be used by all “Public Agencies” as defined in Section 67-2327 of Idaho Code, which provides as follows: “Public Agency” means any city or political subdivision of this State, including, but not limited to counties; school districts; highway districts; port authorities; instruments of counties; cities or any political subdivision created under the laws of the State of Idaho.” 3. Term: The initial term of this PA will be effective upon the last signature and shall be coterminous with the Master Agreement, which continues through June 30, 2024, and may be extended an additional five years (or such other period agreed by the parties). 4. Purchase Order Instructions: All Purchase Orders and any other ordering documents under this Participating Addendum will be governed by the terms and conditions of this Participating Addendum and the Master Agreement including, without limitation, the obligation to pay Contractor for Products provided. Contractor and the Participating Entity (together the “Parties”) acknowledge and agree that orders submitted to Contractor from a Purchasing Entity through the Purchasing Entity’s Business Procurement Card are authorized Purchase Orders under the Master Agreement. 5. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): NASPO ValuePoint PARTICIPATING ADDENDUM WIRELESS VOICE, DATA & ACCESSORIES Led by the State of Utah Page 2 of 8 Contractor Name: Jennifer King Address: 350 West 500 South, Provo, UT 84601 Telephone: 801.235.9809 Email: corp@discountcell.com Participating Entity Name: Kimberly Guevara Address: 650 W State Street Telephone: Boise, Idaho 83702 Email: Kimberly.guevara@adm.idaho.gov 6. PARTICIPATING ENTITY MODIFICATIONS OR ADDITIONS TO THE MASTER AGREEMENT These modifications or additions apply only to actions and relationships within the Participating Entity. Participating Entity must check one of the boxes below. [ ] No changes to the terms and conditions of the Master Agreement are required. [x] The following changes are modifying or supplementing the Master Agreement terms and conditions. 6.1 Order of Precedence: Except as specifically provided otherwise herein, this PA consists of and precedence is established by the order of the following documents: This PA; and The Master Agreement (including the Master Agreement Order of Precedence established in the NASPO ValuePoint Master Terms and Conditions). 6.2 Administrative Fee and Reporting: A 1.25% Administrative Fee will apply to all purchases made under this PADD by any Purchasing Entity. On a quarterly basis, the Contractor shall remit to the Division of Purchasing an amount equal to one and one-quarter percent (1.25%) of the Contractor’s net (sales minus credits) quarterly sales made under the PADD. Pricing has been adjusted to incorporate the Administrative Fee so that the price to Purchasing Entities will reflect the adjustment. Notwithstanding the adjustment, all pricing updates and other terms and conditions of pricing shall be as set forth in the state of Utah Master Agreement (Master Agreement #MA PD180-1). Administrative Fee Payment checks must be made out and mailed to: Division of Purchasing, State of Idaho P.O. Box 83720 Boise, ID 83720-0075 NASPO ValuePoint PARTICIPATING ADDENDUM WIRELESS VOICE, DATA & ACCESSORIES Led by the State of Utah Page 3 of 8 Reporting Timeline: Administrative Fee payments and reports to DOP are due no later than thirty (30) calendar days after the end of each calendar quarter detailed below: 1st Quarter: July 1 – September 30 2nd Quarter: October 1 – December 31 3rd Quarter: January 1 – March 31 4th Quarter: April 1 – June 30 Required Reports: Two (2) quarterly reports must accompany each Administrative Fee payment and be furnished electronically in Microsoft Excel format. The required reports are: 1) PADD Summary Usage Report; and 2) Detailed Usage Report. The PADD Summary Usage Report can be found on the “Information for Vendors” page of DOP’s website: https://purchasing.idaho.gov/information-for-vendors/. The Detailed Usage Report template is attached to this PADD as Attachment 1. The report must be emailed to: purchasing@adm.Idaho.gov. 6.3 Parties. The parties to this PA are the Contractor and the Participating Entity by and through the Division of Purchasing within the Department of Administration on behalf of the entities identified in section two (2), Participation, of this PA. 6.4 Governing Law. This PA and all orders issued thereunder by Purchasing Entities shall be construed in accordance with, and governed by the laws of the state of Idaho, and the parties hereto consent to the jurisdiction and exclusive venue of the state courts of Ada county in the state of Idaho in the event of any dispute with respect to the PA. 6.5 Approval by Information Technology Services. Pursuant to Idaho Code Section 67-827A and policy established by the Idaho Office of the Governor’s Information Technology Services (ITS), Idaho state agencies are required to received approval from ITS prior to purchasing certain types of IT property, including the goods and services covered by this agreement. Contractor must require its employees and authorized resellers to confirm ITS approval prior to processing any order. This requirement does not apply to other public agencies in the state. 6.6 Assignment. The Contractor shall not assign this PA, or its rights, obligations, or any other interest arising from this PA, or delegate any of its performance obligations, without the express written consent of the Administrator of the Division of Purchasing. Transfer without such approval shall cause the annulment of the PA, at the option of the Participating Entity. All rights of action, however, for any breach of the PA are reserved to the Participating Entity. (I.C. § 67-5726(1)).Notwithstanding the foregoing, to the extent required by applicable law NASPO ValuePoint PARTICIPATING ADDENDUM WIRELESS VOICE, DATA & ACCESSORIES Led by the State of Utah Page 4 of 8 (including I.C. § 28-9-406), Contractor may assign its right to payment on an account provided that the Participating Entity shall have no obligation to make payment to an assignee until thirty (30) calendar days after Contractor (not the assignee) has provided the responsible procurement officer with (a) proof of the assignment, (b) the identity of the specific state contract to which the assignment applies, and (c) the name of the assignee and the exact address to which assigned payments should be made. The Participating Entity may treat violation of the clause as an event of default. 6.7 Amendments. Amendments to the Master Agreement (including, but not limited to extensions, renewals, and modifications to the terms, conditions and pricing) will automatically be incorporated in this PA unless the Participating Entity elects not to incorporate an amendment by providing written notification to Contractor; which notice must be provided within ten (10) business days of the date of the amendment to the Master Agreement, in order to be effective. Failure to provide notice in accordance with this section will result in the Master Agreement amendment automatically being incorporated in this PA. 6.8 Insurance. Notwithstanding section 21, Insurance, of the Contract, the Contract is supplemented with the following provisions: REQUIREMENT TO PROVIDE PROOF OF INSURANCE: The Contractor and its subcontractors (if the Contractor has any subcontractors that will provide goods or services to the Participating Entity under the PA) shall provide certificates of insurance to the Division of Purchasing for workers compensation insurance (see the paragraph below) and for the commercial general liability required section 21, Insurance, of the Contract. These certificates must be provided within seven (7) business days after the effective date of this PA, and all required insurance must be maintained by the Contractor for the entire term of this PA, including all renewal and extension periods. REQUIREMENTS FOR WORKERS’ COMPENSATION INSURANCE: The Contractor shall provide and maintain Workers’ Compensation Insurance and Employer's Liability for the entire term of this PA. The employer's liability shall have limits not less than $100,000 each accident for bodily insurance by accident, $500,000 disease policy limit, and $100,000 disease, each employee. For Workers’ Compensation Insurance, the Contractor must provide either a certificate of Workers’ Compensation insurance issued by a surety licensed to write Workers’ Compensation Insurance in the state of Idaho or an extraterritorial certificate approved by the Idaho Industrial Commission from a state that has a current reciprocity agreement with the Idaho Industrial Commission. The term “subcontractors” as used in this PADD shall specifically exclude all third- party suppliers and manufacturers of the products sold under this PADD and all third-party delivery service providers. 6.9 Applicable Terms. The Participating Entity agrees to the terms and conditions of the Master Agreement only to the extent that the terms and conditions are not in conflict with this PA or with the laws of the state of Idaho. NASPO ValuePoint PARTICIPATING ADDENDUM WIRELESS VOICE, DATA & ACCESSORIES Led by the State of Utah Page 5 of 8 6.10 Records Maintenance. The Contractor shall maintain or supervise the maintenance of all financial records necessary to properly account for all payments made to the Contractor for the costs authorized by the PA. These financial records shall be retained by the Contractor for at least three (3) years after the PA terminates or expires, or until all audits initiated within the three (3) years have been completed, whichever is later. 6.11 Termination for Convenience. The Participating Entity may terminate this PA for its convenience, in whole or in part, with or without cause, upon thirty (30) calendar days’ written notice to the Contractor specifying the date of termination if the Participating Entity determines it is in its best interest. 6.12 Termination for Default. The Participating Entity may terminate this PA when the Contractor has been provided written notice of default or non-compliance and has failed to cure the default or noncompliance within a reasonable time, not to exceed thirty (30) calendar days, unless such longer period of time is mutually agreed upon between the parties in writing. The Participating Entity, upon termination for default or non-compliance, reserves the right to take any legal action it may deem necessary including, without limitation, offset of damages against payment due. A Purchasing Entity may terminate an order when the Contractor has been provided written notice of default or non-compliance and fails to cure such breach or non-compliance within thirty (30) calendar days of receiving written notice of said breach or non-compliance. 6.13 Public Records and Trade Secrets. Title 74, Chapter 1, Idaho Code (the Public Records Act) provides for the examination of public records, including records related to procurements and contracts. Section 74-107 details an exemption to examination of records deemed "trade secrets." Generally, this exemption describes trade secrets to "include a formula, pattern, compilation, program, computer program, device, method, technique or process that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons and is subject to the efforts that are reasonable under the circumstances to maintain its secrecy." NASPO ValuePoint PARTICIPATING ADDENDUM WIRELESS VOICE, DATA & ACCESSORIES Led by the State of Utah Page 6 of 8 Upon request, the Contractor must provide an electronic copy of any documents related to this PA, with any information it has determined to meet the Idaho Code definition of trade secret redacted within three (3) business days. The Contractor must redact only that information which meets the definition of "trade secret;" entire documents identified as "confidential" will not be accepted. The Contractor must also provide a separate document entitled "List of Redacted Trade Secret Information" which provides a succinct list of all trade secret information noted in your Document; listed in the order it appears in your submittal documents, identified by Page #, Section #/Paragraph #, Title of Section/Paragraph, specific portions of text/illustrations; or in a manner otherwise sufficient to allow the Participating Entity's procurement personnel to determine the precise text/material subject to the notation. Additionally, this list must identify with each notation the specific basis for your position that the material be treated as exempt from disclosure and how the exempting the material complies with the Public Records Law. In the event the Participating Entity or Purchasing Entity receives a request pursuant to the Public Records Act, which includes information deemed "trade secret" by the Contractor, the Contractor must agree to defend and indemnify the Participating Entity or the Purchasing Entity against any claim brought challenging the denial of the request under the trade secret exemption. Failure of the Contractor to provide an electronic copy of the redacted documents, or to defend and indemnify the Participating Entity or Purchasing Entity, will result in the full (unredacted) document being released in response to the request. 7. Lease Agreements. Lease agreements shall not be permitted under this Participating Addendum, unless a mutual agreement is executed in writing defining the terms under which leases will be permitted. 8. Subcontractors. All Contractors, dealers, and resellers authorized in the State of Idaho, as shown on the dedicated Contractor (cooperative contract) website, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The contractor’s dealer participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. 9. Orders. Any order placed by Participating Entity or Purchasing Entity for a product and/or service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. NASPO ValuePoint PARTICIPATING ADDENDUM WIRELESS VOICE, DATA & ACCESSORIES Led by the State of Utah Page 7 of 8 10. Entire Agreement. This PA and the Master Agreement together with their exhibits and attachments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this PA and the Master Agreement, together with their exhibits and attachments, shall not be added to or incorporated into this PA or the Master Agreement or their exhibits and attachments, by any subsequent order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this PA and the Master Agreement and their exhibits and attachments shall prevail and govern in the case of any such inconsistent or additional terms. IN WITNESS, WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below. Participating Entity: State of Idaho Contractor: DiscountCell Inc Signature: Signature: Name: Kimberly Guevara Name: Jennifer King Title: Buyer Title: President Date: 11/20/21 Date: 11/20/2020 [Additional signatures may be added if required by the Participating Entity] Kimberly Guevara Digitally signed by Kimberly Guevara Date: 2020.12.01 14:53:33 -07'00' NASPO ValuePoint PARTICIPATING ADDENDUM WIRELESS VOICE, DATA & ACCESSORIES Led by the State of Utah Page 8 of 8 For questions on executing a participating addendum, please contact: NASPO ValuePoint Cooperative Development Coordinator: Shannon Berry Telephone: (775) 430-4355 Email: sberry@naspovaluepoint.org [Please email fully executed PDF copy of this document to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.]