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h. Any pricing discount shall remain unchanged unless agreed to, in writing, by Contractorand Participating Entity.9.Invoicing Requirements: Contractor shall provide all State Agencies with individual paperinvoices for accounts activating service under the Participating Addendum. Contractor shall sendall invoices for all State accounts and sub-accounts to each individual Purchasing Entity contactdesignated in the respective Purchasing Entity's Purchase Order submitted by the Purchasing Entity.The invoices shall include all charges for the billing period and will include as a minimum:a.b.c.d.e.f.g.h.Originator's IO-digit phone number (in-bound and out-bound)I 0-digit destination number (in-bound and out-bound)Calling location (City, State)Time of call beginningDuration or ending time of callRoaming indicatorLong distance minutes and charges ifapplicableAirtime minutes (may be the same as duration)i. Airtime chargesj. Other charges that are valid on a "per call" basisk. Monthly charges for additional activated featuresI0.Breach, Default, Termination:a. Termination for Convenience The perfonnance of work under tbis ParticipatingAddendum may be terminated by the State in accordance with this clause in whole, or fromtime to time in part, whenever the State shall determine that such termination is in the bestinterest of the State. The State will pay all reasonable costs associated with thisParticipating Addendum that the Contractor has incurred up to the date oftermination, andall reasonable costs associated with termination ofthe Participating Addendum; provided,however, the Contractor may not be reimbursed for any anticipatory profits that have notbeen earned up to the date of termination. Termination hereunder, including thedetermination of the rights and obligations ofthe parties, shall be governed by the provisionsof COMAR 21.07.0l.12A (2).b. Termination for Cause If the Contractor fails to fulfill its obligations under thisParticipating Addendum or under a Contract properly and on time, or otherwise violates anyprovision of the Participating Addendum or of a Contract, the State may terminate theParticipating Addendum by written notice to the Contractor. The notice shall specify theacts or omissions relied upon as cause for termination. All finished or unfinished workprovided by the Contractor shall, at the State's option, become the State's property. TheState shall pay the Contractor fair and equitable compensation for satisfactory performanceprior to receipt ofnotice of termination, less the amount of damages caused by theContractor's breach. Ifthe damages are more than the compensation payable ta theContractor, the Contractor will remain liable after termination and the State canaffirmatively collect damages. Termination hereunder, including the termination of thePage 5of16

rights and obligations of the parties, shall be governed by the provisions of COMAR21.07.01.l!B.c. Non-Appropriation: Non-Availability of Funding If the Maryland General Assemblyfails to appropriate funds or if funds are not otherwise made available for continuedperformance for any fiscal period of the Participating Addendum or of a Contractsucceeding the first fiscal period, the Participating Addendum or the Contract shall becanceled automatically as of the beginning ofthe fiscal year for which funds were notappropriated or otherwise made available; provided, however, that this will not affect eitherthe State's rights or the Contractor's rights under any termination clause in this ParticipatingAddendum. 111e effect oftermination ofa Contract will be to discharge both the Contractorand the State from future performance ofthe Contract, but not from their rights andobligations existing at the time oftermination. The Contractor shall be reimbursed for thereasonable value of any nonrecurring costs incurred but not amortized in the price of theContract. The State shall notify the Contractor as soon as it has knowledge that funds maynot be available for the continuation ofthe Participating Addendum for each succeedingfiscal period beyond the first.Subject to the terms ofthe preceding paragraph, in the event moneys sufficient to make allpayments under the Agreement are not budgeted and appropriated by the State, the Stateshall terminate services prior to the end of the fiscal period without being assessed an earlytermination fee. Notwithstanding the foregoing, the State shall be responsible for all chargesincurred up to and including the date ofte1mination.11.Delays and Extensions of Time: The Contractor agrees to perform the work under thisParticipating Addendum and any Contract continuously and diligently. No charges or claims fordamages shall be made by the Contractor for any delays or hindrances from any cause whatsoeverduring the progress of any portion of the work specified in this Participating Addendum or anyContract. Time extensions will be granted only for excusable delays that arise from unforeseeablecauses beyond the control and without the fault or negligence of the Contractor, including but notrestricted to acts of God, acts ofthe public enemy, acts ofthe State in either its sovereign orcontractual capacity, acts of another contractor in the performance of a contract with the State, fires,floods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays ofsubcontractors orsuppliers arising from unforeseeable causes beyond the control and without the fault or negligenceof either the Contractor or the subcontractors or suppliers.12.Suspension of Work: The State unilaterally may order the Contractorin writing tosuspend, delay, or interrupt all or any part of its performance for such period oftime as the PrimaryContact may determine to be appropriate for the convenience of the State.13.Pre-Existing Regulations: In accordance with the provisions of Section 11-206 of theState Finance and Procurement Article, Annotated Code of Maryland, the regulations set forth inTitle 21 ofthe Code ofMaryland Regulations (COMAR 21) in effect on the date of execution ofthis Participating Addendum are applicable to this Participating Addendum.Page 6of16

14.Rights to Records:a.The Contractor does not anticipate that any technical data or any software will bedelivered in performing services called for under the Solicitation. During the course ofproviding services, however, the Contractor may from time to time as it sees fit employcertain proprietru-y data, including but not limited to proprietru-y methodologies, templates,tool kits, concepts, structures, and processes ("Proprietary Data"). In addition, theContractor may employ and make minor modifications to certain commercial computersoftware that has been developed at private expense ("Proprietary Software"). Because suchProprietary Data and Software are not required to be delivered in the course of performingthe services under this Participating Addendum, the Contractor will retain all right, title andinterest in any such Data or Software used during the performance ofthe services, includingany modifications thereto. In the event that the Contractor provides State personnel withaccess to any Proprietru-y Data and/or Software during the performance of the services underthe Participating Addendum, such Data and/or Software will be furnished with limitedrights, or with only those rights set forth in the applicable standard commercial licenseagreement.b.Contractor shall report to the Primru-y Contact, promptly and in written detail, eachnotice or claim of copyright infringement received by the Contractor with respect to all datadelivered under this Participating Addendum.15.Retention of Records: Contractor shall retain and maintain all records pertaining to theServices rendered and products delivered to the State pursuant to the Participating Addendum forthree (3) years after close out and final payment by DoIT under this Participating Addendum or anyapplicable statute oflimitations, whichever is longer, and shall make them available for inspectionand audit by authorized representatives of the State at all reasonable times. The Contractor shall,upon written request by Do!T and within thirty (30) days of such request, make available copies ofdocuments reasonably needed by the State, including, but not limited to itemized billingdocumentation containing the dates and work performed by the Contractor and its subcontractorsunder the Participating Addendum. The Contractor agrees to cooperate fully in any audit conductedby or on behalfofthe State, including, by way of example only, making records and employeesreasonably available and assisting the auditors in reconciling any audit variances. Contractor shallnot be compensated for providing any such cooperation and assistance.16.Invalid Term or Condition, No Waiver of State's Rights: If any provision of thisParticipating Addendum or of any Contract purp01is to cause the State to bestow a right or incur anobligation that is beyond its legal authority to bestow or incur, then that provision shall be deemedof no effect. Nothing in this Participating Addendum and no act by a Purchasing Entity shall beconstrued to waive the State's rights, including but not limited to the State's sovereign or federalimmunity or under applicable laws.17.Indemnification:a.The State has no obligation to provide legal counsel or defense to the Contractoror its subcontractors in the event that a suit, claim or action of any character is brought byPage 7of16

any person not party to this Participating Addendum against the Contractor or itssubcontractors as a result of or relating to the Contractor's obligations under thisParticipating Addendum or any Purchase Order arising therefrom.b.The State has no obligation for the payment of any judgments or the settlement ofany claims against the Contractor or its subcontractors as a result of or relating to theContractor's obligations under this Participating Addendum or any Purchase Orderarising therefrom.c.The Contractor shall immediately notify the Primary Contact of any claim or suitmade or filed against the Contractor or its subcontractors regarding any matter resultingfrom or relating to the Contractor's obligations under the Participating Addendum, andwill cooperate, assist, and consult with the State in the defense or investigation of anyclaim, suit, or action made or filed against the State as a result of or relating to theContractor's performance under this Participating Addendum or any Purchase Orderarising therefrom.16.Confidentiality: Subject to the Maryland Public Information Act and any other applicablelaws, all confidential or proprietary information and documentation relating to either party(including without limitation, any information or data stored within the Contractor's computersystems) shall be held in absolute confidence by the other party. Each party shall, however, bepermitted to disclose relevant confidential information to its officers, agents and employees to theextent that such disclosure is necessary for the performance of their duties under this ParticipatingAddendum, provided that the data may be collected, used, disclosed, stored and disseminated onlyas provided by and consistent with the law. The provisions of this section shall not apply toinformation that (a) is lawfully in the public domain; (b) has been independently developed by theother party without violation of this Participating Addendum; (c) was already in the possession ofsuch party, (d) was supplied to such party by a third party lawfully in possession thereof and legallypermitted to further disclose the information; or (e) which such party is required to disclose by law.17.Subcontracting and Assignment: The Contractor may not subcontract any portion of theServices provided under this Participating Addendum without obtaining the prior written approvalof the State, nor may the Contractor assign this Participating Addendum or any of its rights orobligations under either, without the prior written approval of the State. Any such subcontract orassignment shall include the terms of this Participating Addendum and the Contract which is thesubject of the assignment and any other terms and conditions that the State deems necessary toprotect its interests. The State shall not be responsible for the fulfillment ofthe Contractor'sobligations to its subcontractors.18.Loss of Data: In the event ofloss ofany State data or records where such loss is due to theintentional act, omission, or negligence ofthe Contractor or any of its subcontractors or agents, theContractor shall be responsible for recreating such lost data in the manner and on the schedule setby the Primary Contact. The Contractor shall ensure that all data is backed up and is recoverable bythe Contractor.Page 8of16

19.Non-Hiring of Employees: No official or employee of the State, as defined under StateGovernment Article, 15-102 whose duties as such official or employee include matters relating to oraffecting the subject matter of this Participating Addendum, shall, during the pendency and term ofthis Participating Addendum and while serving as an official or employee of the State become or bean employee of the Contractor or any entity that is a subcontractor on this Participating Addendum.20.Disputes: This Participating Addendum and any Contract shall be subject to the provisionsof Title 15, Subtitle 2, ofthe State Finance and Procurement Article of the Annotated Code ofMaryland and COMAR 21.10 (Administrative and Civil Remedies). Pending resolution ofa claim,the Contractor shall proceed diligently with the performance of the Participating Addendum inaccordance with the Primary Contact's decision. Unless a lesser period is provided by applicablestatute, regulation, or contract the Contractor must file a written notice of claim with the PrimaryContact within 30 days after the basis for the claim is known or should have been known, whicheveris earlier. Contemporaneously with or within 30 days of the filing of a notice of claim, but no laterthan the date of final payment under the Participating Addendum, the Contractor must submit to thePrimary Contact its written claim containing the information specified in COMAR 21. I0.04.02.This clause replaces in full any provisions incorporated by reference as part ofthis ParticipatingAddendum regarding, in any manner, disputes or claims under this Participating Addendum.21.Maryland Law: This Participating Addendum, any order against the WSCA MasterService Agreement, and any dispute, claim or controversy relating thereto shall, in all respects, beconstrued, interpreted, and enforced, and governed by and under according to the laws of the Stateof Maryland. The Maryland Uniform Computer Information Transactions Act (Commercial LawArticle, Title 22 ofthe Annotated Code of Maryland) does not apply to this Contract or anysoftware license acquired hereunder. Any and all references to the Annotated Code ofMarylandcontained in this Participating Addendum shall be construed to refer to such Code sections as fromtime to time amended.22.Nondiscrimination in Employment: The Contractor agrees: (a) not to discriminate in anymanner against an employee or applicant for employment because of race, color, religion, creed,age, sex, marital status, national origin, ancestry, or disability of a qualified individual with adisability; (b) to include a provision similar to that contained in subsection (a), above, in anyunderlying subcontract except a subcontract for standard commercial supplies or raw materials; and(c) to post and to cause subcontractors to post in conspicuous places available to employees andapplicants for employment, notices setting forth the substance of this clause.23.Contingent Fee Prohibition: Contractor warrants that it has not employed or retained anyperson, partnership, corporation, or other entity, other than a bona fide employee, bona fide agent,bona fide salesperson, or commercial selling agency working for the Contractor, to solicit or securethis agreement, and that it has not paid or agreed to pay any person, partnership, corporation or otherentity, other than a bona fide employee, bona fide agent, bona fide salesperson or commercialselling agency, any fee or any other consideration contingent on the making of this ParticipatingAddendum.24.Pre-Existing Regulations: In accordance with the provisions of Section 11-206 oftheState Finance and Procurement Article, Annotated Code of Maryland, the regulations set forth inPage 9of16

Title 21 of the Code of Maryland Regulations (COMAR 21) in effect on the date of execution ofthis Participating Addendum are applicable to this Participating Addendum Contract.25.Financial Disclosure: Contractor shall comply with the provisions of Section 13-221 oftheState Finance and Procurement Article ofthe Annotated Code ofMaryland, which requires thatevery business that enters into contracts, leases, or other agreements with the State or its agenciesduring a calendar year under which the business is to receive in the aggregate, 100,000 or more,shall within 30 days of the time when the aggregate value of these contracts, leases or otheragreements reaches 100,000, file with the Secretary of the State certain specified information toinclude disclosure of beneficial ownership of the business.26.Political Contribution Disclosure: Contractor shall comply with the Election Law Article,Sections 14-101 through 14-1 08, Annotated Code of Maryland, which requires that every personthat enters into contracts, leases, or other agreements with the State, a county, or an incm11oratedmunicipality, or their agencies, during a calendar year in which the person receives in the aggregate 100,000 or more, shall file with the State Board of Elections a statement disclosing contributions inexcess of 500 made during the reporting period to a candidate for elective office in any primary orgeneral election. The statement shall be filed with the State Board ofElections: (I) before apurchase or execution of a lease or contract by the State, a county, an incorporated municipality, ortheir agencies, and shall cover the preceding two calendar years; and (2) ifthe contribution is madeafter the execution of a lease or contract, then twice a year, throughout the contract term, on: (a)February 5, to cover the 6-month period ending January 31; and (b) August 5, to cover the 6-monthperiod ending July 31.27.Representations: Contractor hereby represents and warrants that:a. It is qualified to do business in the State ofMaryland and that it will take such action as,from time to time hereafter, may be necessary to remain so qualified;b. It is not in arrears with respect to the payment of any monies due and owing the State, orany department or unit thereof, including but not limited to the payment of taxes andemployee benefits, and that it shall not become so in arrears during the term of thisParticipating Addendum;c. It shall comply with all federal, State and local laws, regulations, and ordinancesapplicable to its activities and obligations under this Participating Addendum; andd. It shall obtain, at its expense, all licenses, permits, insurance, and governmentalapprovals, if any, necessary to the performance of its obligations under this ParticipatingAddendum.28.In

Contractor and the State ofNevada, for itself and on behalf ofthe Western States Contracting Alliance ("WSCA"), entered into a Master Service Agreement for Services of Independent Contractor, Contract Number 1907 ("WSCA Master Service Agreemenf') with an effective date beginning on April 16, 2012. This Participating Addendum is a "Participating