Contract between Access Data Network Solutions, Inc.

and Shelby County Board of Education

for Network Cabling Services

1.0 INTRODUCTION, RECITALS, & STATEMENT OF WORK This Contract ("Contract") between Access Data Network Solutions, Inc., a limited liability

company, having its principal place of business at 4077 Viscount Avenue, Memphis, TN 38118

("Contractor") and Shelby County Board of Education (the “Board”), the governing body of a

public school district authorized under the laws of the State of Tennessee and operating as Shelby

County Schools ("SCS"), having a principal place of business at 160 S. Hollywood Street,

Memphis, TN 38112, relates to the performance of certain services by Contractor.

1. WHEREAS, pursuant to the Contractor’s Response to the Request for Proposal dated

January 24, 2018 for Network Cabling Services (the "RFP"), a copy of which is incorporated

herein by reference as Exhibit A, SCS selected Contractor to provide the network cabling

services described therein (the "Services").

2. WHEREAS, Contractor desires to provide the Services in accordance with the terms and subject

to the conditions set forth in this Contract and Contractor's Responses to the RFP (the "RFP

Response"), a copy of which is incorporated herein by reference as Exhibit B.

NOW THEREFORE, in consideration of the covenants and conditions contained in the RFP,

the RFP Response, and this Contract, SCS and Contractor hereby agree as follows:

Contractor agrees to provide the Services to classrooms and offices in specified school buildings and

administrative facilities in accordance with its Response to the RFP.

2 .0 DEFINITIONS The following standard definitions are used throughout this Contract and in Specifications: "Affiliate" means, when used in connection with Contractor, a person or organization that

directly owns or controls, is owned or controlled by, or is under common ownership or common

control with Contractor. When used in relation to SCS, any agency, board, authority or

political subdivision affiliated with SCS or other person or organization in which SCS has

legal or financial interest.

"Contract Price" means the schedule of rates for the Services provided hereunder, as set forth in

Exhibit C.

“Contract Representatives” means the Contractor Representative and the SCS Representative

identified in Article 7.

"Deliverable" means all documentation, whether in hard copy or electronic form, such as

analyses, reports, manuals, test results, or any other item including Materials, Services, and

Materials provided pursuant to the terms of this Contract.

"E-rate" means the program of the Universal Services Administrative Company that provides financial assistance to public schools and libraries through subsidies payable to providers of telecommunications products and services, based on percentage discounts, allowing schools and libraries to pay much less than the going rate for eligible products and services.

"Exhibits" means all exhibits attached to this Contract and incorporated into this Contract by reference.

"Implementation" means the activities specified in this Contract such as project management, design, configuration, staging, installation, and testing.

"Installation" means the physical activity required to place Materials into a SCS Site.

"Materials" means the tangible items of materials to be provided by Contractor under this Contract.

"Milestone" means a specific goal, objective, or event pertaining to the Services described under the terms of an SOW.

"Network" means a collection of Materials and other equipment and devices that communicate with each other.

"Normal Business Hours" means the hours of Monday through Friday 8:00 AM to 5:00 PM local time, excluding any Contractor observed holidays.

"Project Plan" or "Detailed Design Document" means a plan documenting all aspects of the Services. "Scope of Work" or "SOW" means a description of the Materials or Services to be provided as part of a specific Specification.

"SCS Sites" or "Sites" means the physical sites(s) designated by the SCS where the Services will be performed.

"Services" means all the work to be provided by Contractor under this Contract. "Site Survey" means an assessment of the readiness of the SCS Sites for the Implementation of Materials and Services associated with this Contract.

"Staging" means the assembly, software loading, and configuration of Materials prior to Installation at an SCS Site.

3 .0 TERM This Contract shall not be binding or of any legal force or effect on SCS until the authorized and complete execution of this Contract and a written notice to proceed by SCS ("Effective Date"), which in no event will occur prior to March 1, 2018. The Term of this Contract shall commence on the Effective Date and shall continue for a period of one (1) year. SCS shall have the option to renew this Contract for two additional terms of one (1) year each.

4.0 TERMINATION FOR NON-APPROPRIATION OF FUNDS

This Contract is contingent on the appropriation of funds by SCS. If funds are not

appropriated for t h e p e r f o r m a n c e o f same or comparable Services, Contractor agrees that

no obligations shall accrue under this Contract.

5.0. TERMINATION FOR THE CONVENIENCE OF SCS a. SCS may terminate the performance of the Services under this Contract for its

convenience in whole, or in part, if SCS determines that a termination of this Contract or an SOW is in SCS' interest. SCS shall terminate this Contract by delivering to Contractor a Notice of Termination specifying the effective date thereof, which effective date can be not less than 30 days from the notice date.

b. After receipt of a Notice of Termination, and except as directed by SCS, Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. Contractor shall:

i. Stop work as specified in the Notice of Termination.

ii. Place no further subcontracts for Services, Materials, or facilities, except as necessary to complete the continuing portion of the Contract.

c. Contractor and SCS agree that SCS shall have no obligation to pay any amount to Contractor upon the termination for convenience, other than, and in accordance with the terms of this Contract, the Contract Price for Deliverables or Services accepted by SCS and not previously paid for.

6.0 TERMINATION FOR DEFAULT a. SCS may, subject to the provisions of the Section entitled "Force Majeure" and to the

subsection below, by written notice of default to Contractor, terminate this Contract in whole or in part if Contractor fails to perform in accordance with any of the provisions of this Contract.

b. SCS' right to terminate this Contract under the subsection above, may be exercised if (i) the failure constitutes a material breach of this Contract and if Contractor does not cure such failure within the time frame stated in SCS' cure notice, which in no event will be less than fifteen (15) calendar days, unless a shorter period is specifically set forth elsewhere under this Contract; or (ii) there are repeated or numerous failures by Contractor for which SCS has provided notice, which repeated failures collectively constitute a material breach of this Contract.

c. If, after termination, it is determined by a final ruling in accordance with the dispute resolution process under this Contract, that Contractor was not in default, the rights and obligations of the parties shall he the same as if the termination had been issued for the convenience of SCS.

d. The rights and remedies of SCS in this clause are in addition to any other remedies provided by law or under this Contract.

7.0 ROLES AND RESPONSIBILITIES The following individual roles and responsibilities are defined and accepted. Individuals assigned to

these roles may vary from Specification to Specification or from time to time within a Specification.

Position Role Contact Info

Contractor Representative

Contractor individual authorized to make changes to this Contract, including authorization to accept /reject Specifications and/or Change Requests.

Regina Castellaw

SCS Representative SCS individual authorized to make changes to this Contract, including authorization to accept /reject Specifications and/or Change Requests.

John Williams

Project Manager

Contractor individual providing single point of contact for issues associated with a particular SOW, including: detailed design documentation, status reports, resource scheduling, and direction of Contractor staff.

Shayne Castellaw Michael C. Yarbro

Vendor Liaison Vendor or third party representative identified by the SCS in cases where significant third- party interaction is required. Contractor may require a Vendor Liaison on certain specifications. Vendor Liaison reports to SCS.

TBD

SCS Liaison

SCS representative designated to actas a single point of contact forContractor Project Manager tofacilitate all SCS responsibilitiesassociated with an SOW.

Leslie Ratcliff

8.0 CHANGE MANAGEMENT / CHANGE REQUESTS

a. Any services, equipment , functions or responsibilities not specifically described in this

Contract that are an inherent, necessary or customary part of the Services or are

required for proper performance or provision of the Services in accordance with this

Contract shall be deemed part of the Services and Contractor shall provide them as

part of the Services without additional charge.

b. In the event that any other work must be performed which was wholly unanticipated and is not specified in the RFP or Response to the RFP, but which in the opinion of both parties is necessary to the successful accomplishment of the general scope of work outlined for particular Deliverables and/or Services, the procedures outlined in this Section will be employed.

Notwithstanding the above, it is understood that it may become necessary to amend Specifications for reasons including, but not limited to, the following:

1. SCS changes to the Scope of Work and/or specifications for the Materials and/or Services,

2. Unforeseen technical issues which are beyond the control of either party,

3. Non-availability of resources which are beyond the control of either party,

4. Environmental or architectural impediments not previously identified. In the event either party desires to change a Specification, the following procedures will apply: The party requesting the change will deliver a written Change Request document to the other party. The Change Request will describe the nature of the change; the reason for the change; the effect the change will have on the Scope of Work, which may include changes to the deliverables, and the schedule; and the effect on price.

A Change Request may be initiated by either party for any material changes to the Specification. The designated Project Manager of the requesting party will review the proposed change with his/her counterpart. The parties will evaluate the Change Request and negotiate in good faith the changes to the services and the additional charges, if any, required to implement the Change Request. If both parties agree to implement the Change Request, the appropriate authorized representatives of the parties will authorize the Change Request, indicating the acceptance of the changes by the parties.

For the purpose of Change Requests, email notification of a change and email notification of acceptance shall constitute authorization by either party.

It is understood and agreed by both parties to this Contract that all of the terms and conditions of this Contract shall remain in force with the inclusion of any such Change Request. Such Change Request shall in no way constitute a contract other than as provided pursuant to this Contract and shall not in any way amend or supersede any of the other provisions of this Contract.

9.0 PAYMENT SCS agrees to pay properly submitted, undisputed invoices not more than 45 days after (i) the date of acceptance of Deliverables (including Materials) or Services; or (ii) receipt of an undisputed invoice, whichever is later. Except as expressly provided, in no event will SCS be subject to interest if payment is issued after the prescribed payment date.

Contractor agrees that SCS will pay for the Deliverables and the Services the Contract Prices set forth in Exhibit C. Contractor shall accompany each invoice for Services and Deliverables with a complete list of all Services and Deliverables accepted by SCS during the invoice period and correlate the Services and Deliverables to the Contract Price.

Invoices for all contracted Services and Deliverables shall not be subject to late payment or interest charges. Parties acknowledge that billing and invoices unless stated otherwise are billing in arrears. E-Rate Funds. Contractor acknowledges and agrees that the Services and Deliverables may be eligible for E-Rate reimbursement to SCS. To qualify for E-Rate re imbur sement , SCS must comply with all program requirements, including but not limited to, the E-Rate application process, technology plan approval, reimbursement, and invoicing prerequisites. The parties agree that they will use the Service Provider Invoice procedure authorized by USAC, and, after SCS is approved for reimbursement, Contractor shall bill the federal government directly, unless otherwise directed by SCS, for the E-Rate portion of the Contract Price. Upon approval of such funding, Contractor will bill SCS only its non-E-Rate portion of the Contract Price, but not any portion of the past due charges that may be charged to the federal government. Notwithstanding, Contractor shall have the right to collect from SCS the entire Contract Price (excluding any interest or past due charges) in any invoice if E-Rate funding is denied for a reason other than the fault of Contractor.

10.0 FEDERAL UNIVERSAL SERVICE FUND E-Rate Filings. SCS is responsible for all E-Rate filings as the applicant. Contractor shall provide all allowable support to assist SCS in obtaining E-Rate funding. SCS shall consult with Contractor on all E-Rate filings other than those related to competitive bidding in order to allow Contractor to assist as allowable under the FCC/E-Rate rules. Inaction by Contractor will not relieve SCS of any responsibility for payment or E-Rate filings/funding unless Contractor fails to respond to a direct request for information from the E-Rate program.

To the extent E-Rate funding is approved for reimbursement of SCS for the Services and/or Deliverables (including Materials) under this Contract, as determined by SCS, or required by law, Contractor agrees to:

a. Provide Services and/or Deliverables qualified for Universal Service Fund Support; b. Be certified as a USAC Service Provider; and c. Meet Federal requirements for timeliness and accuracy in processing E-rate and other

USAC program requests and invoicing.

11.0 COMPLETE INTEGRATION

This Contract, including the Exhibits and any other documents incorporated herein by express reference, is intended to be a complete integration, and there are no prior, contemporaneous, different, or additional agreements pertaining to the subject matter of the Contract. Contractor expressly rejects any additional, different, or modified terms on any purchase order submitted by SCS.

12.0 SEVERABILITY Contractor and SCS agree that if any term or provision of this Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect. Either party having knowledge of such term or provision shall promptly inform the other of the presumed non-applicability of such provision.

13.0 INDEPENDENT CONTRACTOR Contractor and the agents and employees of Contractor shall, in the performance of this Contract, act in an independent contractor capacity and not as officers or employees or agents of SCS. Contractor, not SCS, has the right, power, authority and duty to supervise and direct the activities of the agents and employees of Contractor and to compensate such agents and employees for any work performed by them for SCS pursuant to this Contract. Contractor, and not SCS, shall be responsible, and therefore solely liable, for all acts and omissions of the agents and employees of Contractor.

14.0 APPLICABLE LAW This Contract and performance under it shall be governed by and interpreted in accordance with the applicable laws of the state of Tennessee, including applicable state and federal statutes as well as applicable regulatory rules, regulations and decisions by the Tennessee Regulatory Authority ("TRA"), if any, and the Federal Communications Commission ("FCC"), without giving effect to the principles thereof relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Contract must be brought solely and exclusively in Memphis, Tennessee, and each party irrevocably submits to the sole and exclusive jurisdiction of the courts in Shelby County, Memphis, Tennessee, in personam, generally and unconditionally with respect to any action, suit or proceeding brought by it or against it by the other party.

15.0 COMPLIANCE WITH STATUTES AND REGULATIONS a. Contractor represents, warrants and certifies that in the performance of this Contract, it will

comply with all applicable federal, state and local laws, statutes, rules, regulations and orders and as interpreted and applied by the applicable regulatory authorities and courts.

b. In the event that any term or action required in this Contract requires a regulatory filing by Contractor, Contractor shall make such filing and such action or term shall, to the extent applicable, be made effective pursuant to the rules of the appropriate regulatory agencies. To the extent applicable, Contractor shall make FCC filings in a timely manner, consistent with FCC requirements.

16.0 CONTRACTOR'S POWER AND AUTHORITY

Contractor represents and warrants to SCS that Contractor has full power and authority to enter into this Contract and grant the rights herein granted. Further, Contractor avers that it will not enter into any arrangement with any third party that might abridge any rights of SCS under this Contract.

17.0 ASSIGNMENT Neither party may assign this Contract or any of its rights or obligations hereunder without the prior written consent of the other party, and any such attempted assignment shall be null and void and without effect, except that neither party may unreasonably withhold its consent to assign this Contract in its entirety to any present or future Affiliate, a purchaser of all or substantially all of its assets or through a combination of public agencies at the direction of such party, provided that such acquiring party shall agree in writing to comply with and be bound by the assigning party's obligations under this Contract.

18.0 WAIVER OF RIGHTS Any action or inaction by either party, or the failure of either party on any occasion to enforce any right or provision of the Contract, shall not be construed to be a waiver by such party of its rights hereunder and shall not prevent the parties from enforcing such provision or right on any future occasion. The rights and remedies of the parties herein are cumulative and are in addition to any other rights or remedies that the parties may have at law or in equity. A waiver by either of the parties hereto of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant herein contained. All waivers must be in writing and signed by the party waiving its rights.

19.1 ORDER OF PRECEDENCE In the event of any inconsistency between the articles, exhibits, specifications or provisions which constitute this Contract, the following order of precedence shall apply:

a. The general provisions of this Contract and any amendments thereto. b. The Exhibits and contract forms. c. All other documents incorporated in this Contract by reference. d. The RFP Response.

e. The specifications and requirements contained in the RFP.

20.0 WARRANTY a. Unless otherwise specified in the Contract, the warranties in this Contract begin upon

acceptance of the Deliverables or Services in question and continue throughout the Term. Contractor warrants to SCS that (i) Deliverables and Services furnished hereunder will conform in all material respects to the requirements of this Contract; and (ii) the Deliverables and Services furnished will be free from material detects in materials and workmanship. Where the parties have agreed to design specifications (such as a detailed design document) and incorporated the same or equivalent in a statement of work directly or by reference, Contractor will warrant that the Deliverables and Services furnished will conform in all

material respects to the mutually agreed design specifications. SCS' approval of designs or specifications furnished by Contractor shall not relieve Contractor of its obligations under this warranty.

b. Contractor warrants that the Deliverables and Services furnished hereunder (i) will be free, at the time of delivery, of harmful code (i.e., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or Software); and (ii) will not infringe or violate any United States patent, copyright, trademark, trade secret, or other proprietary right ("Intellectual Property Right") of a third party. Without limiting the generality of the foregoing, if harmful code is present in any Deliverable or the Services, Contractor will use all commercially reasonable efforts, at no additional charge to SCS, to eliminate and reduce the effects of such harmful code, including using Contractor's commercially reasonable efforts for restoration of any lost data using generally accepted data restoration methods.

c. Contractor warrants that the Services shall be performed, and all Deliverables and other materials prepared and delivered, in a timely, professional, efficient, diligent and workmanlike manner, in accordance with the highest recognized professional standards and practices of quality and integrity in the industry, by qualified personnel fully familiar with the technology and methodologies used in providing the Deliverables and performing the Services, and be fit for use as reasonably intended by the parties.

d. Contractor represents and warrants that, as of the Effective Date, there is no outstanding or reasonably anticipated civil or criminal litigation, arbitrated matter, or other dispute, in any forum, to which Contractor or any of its Affiliates is a party that, if decided unfavorably to Contractor or its Affiliates, would reasonably be expected to preclude Contractor from entering into this Contract or have a material adverse effect on Contractor's ability to fulfill its obligations hereunder.

e. Contractor represents and warrants that all Materials, networks, Software and other resources utilized or provided by Contractor in connection with the Deliverables and Services (collectively, the "Provided Resources") can be successfully interfaced with, and can be compatible with, the services, systems, items, and other resources of SCS and its other third party service providers with which they will be incorporated (collectively, the "SCS Resources"), provided that such SCS Resources are compliant with applicable published standards, are configured by SCS, and are within the scope of the Deliverables and Services contained in Contractor's response to the RFPs.

f. Contractor warrants that all Materials sold to SCS hereunder shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)

f. Contractor represents and warrants that it is capable in all respects of providing the Services and Deliverables in accordance with this Contract.

g. All warranties, including special warranties specified elsewhere herein, shall inure to SCS, its

successors and assigns.

21.0 SAFETY AND ACCIDENT PREVENTION

In performing work under this Contract on SCS premises, Contractor shall conform to any specific safety requirements contained in the Contract and as required by law or regulation or any SCS rules applicable to such premises. Contractor's Materials and Services provided under this Contract shall comply with applicable laws and Contractor shall be responsible for any acts or omissions of agents or employees of Contractor in contravention of such laws. Contractor shall take any additional precautions as SCS may reasonably require for safety and accident prevention purposes, including receipt of prescribed training prior to entering certain SCS premises. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of this Contract in accordance with the default provisions hereof

22.0 INSURANCE Contractor shall maintain all commercial general liability insurance, worker's compensation insurance and any other insurance as indicated in the RFP and the schedule below. All such insurance shall be procured with reputable insurance companies, which are admitted sureties in the State of Tennessee. Each contract year, Contractor shall furnish an insurance certificate evidencing required insurance coverage acceptable to SCS. Each certificate of insurance shall provide that the issuing company shall not cancel, reduce, or otherwise materially alter the insurance afforded under the policies unless notice of such cancellation, reduction or material alteration has been provided at least thirty (30) calendar days in advance to SCS- Contractor shall be required to have SCS shown as an "additional insured" on selected policies. The obligation of Contractor to provide the insurance specified herein shall not limit in any way any obligation or liability of Contractor provided elsewhere in this Contract- The rights of SCS to insurance coverage under policies issued to or for its benefit are independent of this Contract and shall not be limited by this Contract.

The amount of such insurance coverage shall not be less than:

Workers’ Compensation Statutory Requirement

Employer’s Liability Limit $1,000,000.00

Automobile Liability, including owned, non-owned and hired $1,000,000.00

Commercial General Liability and Umbrella Liability Insurance, including Contractual Liability and Personal Injury $3,000,000.00

23.0 FORCE MAJEURE a. Neither Contractor nor SCS shall be liable for any default or delay in the performance

of its obligations under this Contract if and to the extent such default or delay arises from fire, flood, earthquake, elements of nature or acts of God, wars, riots, civil disorders, rebellions or revolutions, acts of terrorism or any other similar cause beyond the reasonable control of the non-performing party, except to the extent that the nonperforming party is at fault in failing to prevent or causing such default or delay, and provided that such default or delay cannot reasonably be circumvented by the nonperforming party through the use of alternate sources, workaround plans or other means. A default of a subcontractor at any tier shall not be considered a force majeure event. If the delay or failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is

beyond the control (as described above) of both Contractor and subcontractor, and without the fault or negligence of either, Contractor shall not be liable for any default or delay in the performance of such obligations, unless the subcontracted Deliverables or Services were obtainable from other sources (including Contractor itself) at a commercially reasonable cost in sufficient time for Contractor to meet the required delivery schedule.

b. In the event of such a force majeure event, the non-performing party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and the non-performing party continues to use all commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. If the non-performing party is so prevented or delayed in its performance, the non-performing party shall, as quickly as practicable under the circumstances, notify the other party and describe at a reasonable level of detail the circumstances of the force majeure event, the steps being taken to address it, and its expected duration,

c. If any such force majeure event has substantially prevented or delayed the delivery of or performance by Contractor of Deliverables or Services necessary for the performance of critical SCS functions for longer than the recovery period specified in the applicable disaster recovery plan, Contractor shall, to the extent practicable and at Contractor's expense, procure such Deliverables or Services from an alternate source. In addition, if any such force majeure event substantially prevents or delays the delivery or performance by Contractor of such Deliverables or Services necessary for the performance of critical SCS functions for more than seven (7) calendar days, SCS, at its option, may terminate the whole or any portion of this Contract so affected without payment of termination charges and, if terminated only in part, the charges payable hereunder shall be equitably adjusted to reflect those terminated Deliverables or Services. Contractor shall have no right to additional payments or increased usage charges as a result of any force majeure occurrence affecting Contractor's ability to perform.

d. Upon the occurrence of a force majeure event due to a natural disaster, Contractor shall implement promptly, as appropriate, its own Disaster Recovery Plan and provide disaster recovery services to SCS.

e. If Contractor fails to provide Services in accordance with this Contract due to the occurrence of a force majeure event, all amounts payable to Contractor hereunder shall be equitably adjusted in a manner such that SCS is not required to pay any amounts for Services that it is not receiving.

24.0 RIGHTS AND REMEDIES OF SCS FOR DEFAULT a. In the event any Deliverables furnished or Services provided by Contractor in the

performance of the Contract should fail to conform to the requirements herein, SCS may reject the same, and it shall become the duty of Contractor to reclaim and remove the Deliverable promptly or to correct the performance of the Services, without expense to SCS, and immediately replace or re-perform all such rejected Deliverables or Services, as applicable, with others conforming to the Contract.

b. In addition to any other rights and remedies SCS may have, SCS may require Contractor, at Contractor's expense, to ship Deliverables via air freight or expedited routing to avoid or minimize actual or potential delay if the delay is the fault of Contractor.

c. In the event of the termination of this Contract, either in whole or in part, by reason of default or breach by Contractor, any loss or damage sustained by SCS in procuring any items or Services that Contractor agreed to supply shall be borne and paid for by Contractor.

25.0 CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO

PROPERTY a. Contractor shall be liable for damages arising out of injury to person(s) and/or damage to

the property of SCS its employees, agents or elected officials, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Deliverables or Services either at Contractor's site or at SCS' place of business, provided that the injury or damage was proximately caused by the negligence or willful misconduct of Contractor.

b. Contractor shall not be liable for damages solely arising out of or caused by an alteration or an attachment not made or installed by Contractor, or for damage to alterations or attachments that may result from the normal operation of the Deliverables or Services provided by Contractor during the Contract.

26.1 INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless SCS, its officers, agents and employees from any and all third party claims, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and costs), and losses due to the injury or death of any individual, or the loss or damage to any real or tangible personal property, resulting from the willful misconduct or negligent acts or omissions of Contractor or any of its agents, subcontractors, employees, or suppliers. The following shall apply with respect to such claims:

i. SCS will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time (but no delay or failure to so notify Contractor shall relieve it of its obligations under this Contract except to the extent that Contractor has suffered actual prejudice by such delay or failure); and

ii. Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (A) when substantial principles of government or public law are involved, when litigation might create precedent affecting future SCS operations or liability, or when involvement of SCS is otherwise mandated by law, SCS may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (B) SCS will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed, except that SCS will not have the right to approve or disapprove of any settlement or compromise that includes a full release of SCS; and (C) SCS will reasonably cooperate in the defense and in any related settlement negotiations.

27.0 TIMELINESS

Time is of the essence in this Contract with respect to Contractor's performance and obligations.

28.0 CONFIDENTIALITY OF DATA

a. "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) (i) of Contractor, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, (ii) of SCS, that SCS makes available to Contractor in order to carry out this Contract, or which becomes available to Contractor in carrying out this Contract, including all financial, statistical, personal, student, technical and other data and information relating to SCS' operation, or (iii) of either disclosing party, designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Neither party shall use for its own account or the account of any third party, nor disclose to any third party, any of the other party's Confidential Information. This Contract is intended to cover Confidential Information received by the receiving party both prior and subsequent to the date hereof.

b. Notwithstanding the above, the term "Confidential information" does not include any information that is either:

i. available from public sources or in the public domain, through no fault of the receiving party; or

ii. received at any time from any third party without breach of a non-disclosure obligation to the disclosing party; or

iii. readily discernible from publicly available products or literature; or

iv. approved for disclosure by prior written permission of a corporate officer of the disclosing party.

c. Notwithstanding the above, the receiving party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, including the Tennessee Open Records Act. The receiving party will use reasonable efforts to (i) give the disclosing party reasonable written notice to allow the disclosing party to seek a protective order or other appropriate remedy (except to the extent the receiving party's compliance with the foregoing would cause it to violate a court order or other legal requirement), (ii) disclose only such information as is required by the governmental entity or otherwise required by law, and (iii) and allow the disclosing party to use commercially reasonable efforts to obtain confidential treatment for any Confidential Information requested for disclosure.

d. The Tennessee Open Records Act, T.C.A. §10-7-503, allows the open inspection and copying of public records. Public records include any writing containing information relating to the conduct or administration of the public's business prepared, owned, used, or retained by a state or local agency regardless of the physical form or character. ALL OR MOST OF THE INFORMATION CONTAINED IN THIS CONTRACT WILL BE A PUBLIC RECORD SUBJECT TO DISCLOSURE UNDER THE OPEN RECORDS ACT. PRICES QUOTED IN THIS AGREEMENT ARE NOT A TRADE SECRET. If Contractor considers any provision of this Contract to be exempt from disclosure as a trade secret or otherwise, the burden is on Contractor to specifically identify such provision. SCS, to the extent allowed by law and in accordance with these terms and conditions, will honor a designation of

nondisclosure. Contractor will be required to defend any claim of trade secret or other basis for nondisclosure in the event of an administrative or judicial challenge to SCS's nondisclosure.

29.0 PUBLICITY

Contractor shall not use the name, mark, or logo of, or refer to, SCS or any department or thereof, directly or indirectly in any news releases, public announcements, communications, correspondence or public disclosures pertaining to this Contract, including in any promotional or marketing materials or business presentations, without the prior written approval of the SCS (which will not be unreasonably withheld), or except as may be set forth elsewhere in the Contract. Contractor may include SCS in any customer list of Contractor and in any registrations or administrative filings that Contractor is required to file relating to the Services. Contractor and its representatives shall not make any statement to authorized users of the Services implying that a particular service is available to such authorized users under this Contract when such service has not been proposed or approved by SCS for inclusion under this Contract.

30.0 PATENT, COPYRIGHT AND TRADE SECRET PROTECTION

a. Contractor will indemnify, defend, and hold harmless SCS, its officers, agents and employees, from any and all third party claims, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and costs), and losses for infringement or violation of any Intellectual Property Right by any Deliverables or Services provided hereunder. With respect to claims arising from Hardware or Software manufactured or produced by a third party and sold or licensed by Contractor as a reseller, Contractor will pass through to SCS such indemnity rights as it receives from such third party ("Third Party Obligation") and will cooperate in enforcing them; provided that if the third party manufacturer or producer fails to honor the Third Party Obligation, Contractor will provide SCS with indemnity protection equal to that called for by the Third Party Obligation. The provisions of the preceding sentence apply only to third party Hardware or Software sold as a distinct unit and accepted by SCS.

The following shall apply with respect to such claims:

i. SCS will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time (but no delay or failure to so notify Contractor or tender the defense to Contractor shall relieve it of its obligations under this Contract except to the extent that Contractor has suffered actual prejudice by such delay or failure); and

ii. Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (1) when substantial principles of government or public law are involved, when litigation might create precedent affecting future SCS operations or liability, or when involvement of SCS is otherwise mandated by law, SCS may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (ii) SCS will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed, except that SCS will not have the right to approve or disapprove of any settlement or compromise that includes a full release of SCS; and (iii) SCS will reasonably cooperate in the defense and in any related settlement

negotiations.

b. Contractor may be required to furnish a bond of reasonable amount to SCS against any and all loss, damage, costs, expenses, claims and liability for infringement of any intellectual Property Right.

c. If the Deliverables or Software, or the operation thereof, become, or in Contractor's opinion are likely to become, the subject of a claim infringement or violation of an Intellectual Property Right, Contractor shall, at its sole expense, either procure for SCS the right to continue using the Deliverables or Software, or replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such Deliverables or Software by SCS shall be prevented by injunction, Contractor agrees to take back such Deliverables or Software and assist SCS in procuring substitute Deliverables or Software. In such event, Contractor shall be liable to SCS for SCS' Cost to Cover. If in the sole opinion of SCS, the return of such infringing Deliverables or Software makes the retention of other Deliverables or Software acquired from Contractor under this Contract impractical, SCS shall then have the option of terminating this Contract, or applicable portions thereof, without penalty or termination charge. Under circumstances where SCS has a right of return, Contractor agrees to take back such Deliverables and Software and refund all sums SCS has paid Contractor for such items.

d. Contractor's obligations under this Section shall not apply to the extent that the applicable claim of patent, copyright or trade secret infringement is based upon SCS:

i. Combination or utilization of Deliverables furnished hereunder with equipment or devices not made or furnished by Contractor; or

ii. Operation of Materials furnished by Contractor under the control of any software other than, or in additional to, the current version of Contractor-supplied Software; or

iii. Modification by SCS of the Materials furnished hereunder or of the Software; or

iv. Combination or utilization of Software furnished hereunder with non-

Contractor supplied or approved Software.

e. Contractor certifies that it has appropriate systems and controls in place to ensure that SCS funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of Software in violation of copyright laws.

31.0 EXAMINATION AND AUDIT a. Without limiting any examination or audit rights, or other rights of SCS set forth in the

Contract, Contractor agrees that SCS, or its designated representative, shall have the right, at any tier or level, to audit, review and copy any records and supporting documentation pertaining to performance of and invoicing under this Contract and to audit the practices and facilities used by Contractor to provide the Services and related operational matters. Contractor agrees to maintain such records for possible audit for a minimum of four (4) years after final payment and five (5) years for Federal Universal Service Fund ("E-rate") funded projects, unless a longer period of records retention is stipulated or required by law. Contractor agrees to allow the auditor(s) access to such records and facilities during normal business

hours and to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include an equivalent right of SCS to audit records and facilities and interview staff in any subcontract related to performance of and invoicing under this Contract. SCS agrees to take all reasonable steps to ensure that such information is not disclosed to third parties.

b. For avoidance of doubt, audits may include those conducted by personnel of SCS, or its designated representative, in the performance of Contract oversight responsibilities in reviewing invoices, monthly fiscal management and/or other required reports, as well as the application of service taxes, fees, surcharges and credits on invoices. If an audit reveals that Contractor has overcharged SCS for Services during the period to which the audit relates, then Contractor shall promptly refund such overcharges to SCS as appropriate, and, if the amount of the overcharge (offset by any undercharges revealed by such audit) is more than five percent (5%) of Contractor's charges to SCS for such Services for such period, the reasonable cost of such audit (including any imputed costs of SCS for audits performed by SCS itself) shall be borne by Contractor.

c. If any audit reveals an inadequacy or insufficiency of Contractor's performance, including performance in connection with any security obligations of Contractor as set forth in this Contract, Contractor shall promptly develop and provide to SCS, for approval, a reasonable and detailed corrective action plan and promptly thereafter implement such plan in accordance with its terms. In addition, the cost of such audit, and subsequent related audits or audit activity, shall be borne by Contractor in the event that: (i) SCS specifically identifies a particular deficiency with respect to Contractor's performance of the Services; and (ii) Contractor either denies or fails to cure such identified deficiency within thirty (30) calendar days.

d. Notwithstanding anything to the contrary above, SCS or any auditing body or its designated representative, agrees that it will not exercise the audit rights described in this Section above for purposes of conducting an enterprise-wide audit of Contractor's performance under this Contract more than once per calendar year; however, any follow-up reviews or other investigations related to an audit initiated under this Section may be conducted at any time and from time to time.

e. Where Contractor conducts an internal audit of Contractor's performance under this Contract which shows any significant failures by Contractor to meet its obligations hereunder, Contractor shall provide to SCS a written summary describing in reasonable detail such findings of such internal audit. If Contractor determines at any time that it has overcharged SCS, then Contractor shall promptly provide to SCS a credit equal to the amount of such overcharge.

f. Contractor agrees that (i) SCS or its delegate will have the right to obtain, copy and review all Contractor billing records related to the Deliverables and Services provided hereunder, and (ii) SCS may forward audit results showing billing or rate discrepancies to any applicable governmental authority, including, without limitation, the State of Tennessee's Comptroller's office.

32.0 CONTINUING STANDARDS OF PERFORMANCE FOR CONTRACTOR

SERVICES

Contractor will comply with the availability and/or performance requirements and criteria established in this Contract throughout the full Term, including any extensions.

33.0 DISPUTES

a. The parties shall deal in good faith and attempt to resolve potential disputes informally. All disputes, for which Tennessee law does not otherwise specify a dispute resolution process, shall immediately be brought to the attention of the parties' respective Contract Representatives. If the dispute persists, and the Contract Representatives are not able to agree on a resolution to any particular issue within ten (10) calendar days after the dispute initially became known to each party, then either party may submit the dispute to a leadership group consisting of SCS and Contractor Senior Management for resolution. This leadership group will convene in person or by telephone within three (3) Business Days after the dispute is submitted to the leadership group. If the dispute persists, and the leadership group is not able to agree on a resolution to any particular issue within ten (10) calendar days after the dispute was initially submitted to the leadership group, then Contractor shall submit the dispute to an executive committee consisting of SCS' Representative and representatives of SCS' executive management, and Contractor's Representative and designated executive management for resolution. This executive committee will convene in person or by telephone within three (3) Business Days after the dispute is submitted to the executive committee. If the dispute persists and the executive committee is not able to agree on a resolution to any particular issue within ten (10) calendar days after the dispute was initially submitted to the executive committee, then Contractor shall submit to the Superintendent of SCS a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to or involving this Contract, unless SCS, on its own initiative, has already rendered such a final decision. Contractor's written demand shall be fully supported by factual information, and if such demand involves a cost adjustment to the Contract, Contractor shall include with the demand a written statement signed by an authorized person indicating that the demand is made in good faith, that the supporting data are accurate and complete and that the amount requested accurately reflects the Contract adjustment for which Contractor believes SCS is liable.

b. Pending the final resolution of any dispute arising under, related to or involving this Contract, for which Tennessee law does not otherwise specify a dispute resolution process, both parties agree to diligently proceed with the performance of this Contract, including SCS' payment for and Contractor's provision of Deliverables or Services in accordance with this Contract. The failure to diligently proceed in accordance with this Contract shall be considered a material breach of this Contract

c. Any final decision of SCS shall be expressly identified as such in writing, and shall be signed by the Superintendent of SCS. SCS's final decision shall be conclusive and binding regarding the dispute unless Contractor commences an action in a court of competent jurisdiction to contest such decision within ninety (90) days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later-

34.0 COVENANT AGAINST GRATUITIES

Contractor represents and warrants to SCS that no gratuities (in the form of entertainment, gifts or otherwise) were offered or given by Contractor, or any agent or representative of

Contractor, to any elected official or employee of SCS with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this representation and warranty, SCS shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by SCS in procuring on the open market any items which Contractor agreed to supply shall be borne and paid for by Contractor. The rights and remedies of SCS provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or equity.

35.0 NONDISCRIMINATION CLAUSE a. During the performance of this Contract, Contractor and its subcontractors shall not

unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of gender, race, color, ancestry, religious creed, national origin, disability, or age. Contractor and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment- Contractor and subcontractors shall comply with the provisions of all federal, state or local laws regarding nondiscrimination.

b. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform Services under this Contract.

c. Acceptance of this Contract binds Contractor to the terms and conditions of Section 601, Title VI, Civil Rights Act of 1964 in that "No person in the United States shall, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity receiving Federal financialassistance." In addition, "No otherwise qualified handicapped individual in the United States shall, solely by reason of his handicap, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance" (Section 504 of the Rehabilitation Act of 1973). Furthermore, because this Contract involves federal funds, the applicable provisions and requirements of Executive Order 11246 as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974, Section 701 of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (ADEA), 29 USC Sections 621, et seq., the Age Discrimination Act of 1975, Title IX of the Education Amendments of 1972, U-S. Department of Interior regulations at 43 CFR Part 17, and the Americans with Disabilities Action of 1990, are also incorporated into this Contract by reference. Contractor must include this provision in every subcontract relating to this Contract.

36.0 NEWLY MANUFACTURED EQUIPMENT All Materials sold to SCS under this Contract shall be newly manufactured. Used or re-conditioned Materials is prohibited, unless otherwise agreed by the parties.

37.0 BACKGROUND CHECKS AND FINGERPRINTING Contractor hereby acknowledges that it is aware of the provisions of Tennessee Code Annotated §49-5-413 requiring the background check of any employee or subcontractor that works on school grounds at any time when students are present, and prohibiting any person with a history of criminal offenses cited in the statute from working on a school campus during such

times. Contractor hereby certifies that it has, and will, at all times during the Term, comply with the provisions of this statute and will provide to SCS, upon request, proof of its compliance with this provision. A default by Contractor of the provisions of this Section 37 shall be automatic grounds for termination of this Contract.

EXHIBIT A SCS Request for Proposal dated January 24, 2018 for Network Cabling Services

EXHIBIT B Contractor’s Response to the SCS Request for Proposal for Network Cabling Services

EXHIBIT C

��

������������������� �������� ������������������������������ ! "�!#�$%�$��!#&�

�������'�����( ��

��)*��+���, ��'�-���)�����)���)��.����/�01232013�

��"���456�5�789:�;<=8�95>?8�@A�BC<D=<>?�6E9CFEC98�E:G86��6@H8�>8;I�6@H8�@D=89I�8EFJ&J��4898A@98I�<E�<6�<HG895E<78�E45E�E48�6CFF866ACD�"5BD<>?��897<F8�$9@7<=89�F4@68>�A9@H�E4<6�%�$�<6�5BD8�E@�H5K8�5DD�K<>=6�@A�<>6E5DD5E<@>6�<>�5DD�E:G86�@A�6<EC5E<@>6J�#<6E8=�B8D@;�598�5�A8;�6F8>59<@6�6@�E45E�;8�H5:�4578�5>�<=85�@A�F@6E�86E<H5E86�E45E�;@CD=�8L<6E�<>�B56<F�<>6E5DD5E<@>6J���MNOPQRSTUVWXQYVTZW[XQ\VWT]NPPT_W[XQ\VTVTUVPOaTM[bRaTc[NW\T[dTe\bYNQ[RTfgUMcehiT[WTQ]TjddQYVT[dTkVl[WmTMNOPQRST5>=��D8FE9@><F6�� "�&�;<E4�F@HGD8E8�G9<F<>?�A@9�E48�A@DD@;<>?J�"@6E�A@9�;@9K�G89E5<><>?�E@�E4<6�%�$�;<DD�B8�A<L8=�G9<F8�B<=6�A@9�E48�E89H�@A�E48�F@>E95FEJ��@E5D�F@>E95FE�5H@C>E�HC6E�<>FDC=8�E9578D�5>=�98D5E8=�8LG8>686I�56�;8DD�56�98AD8FE�5DD�6897<F86�5>=�=8D<7895BD86�=86F9<B8=�;<E4<>�E4<6�G9@G@65DI�;4<F4�F5>�B8�987<68=�64@CD=��48DB:�"@C>E:��F4@@D6��@59=�@A��=CF5E<@>�fgUMcehiT\VYQ\VTR[T[Tn[XVTd[WlNW\TlQT]_VYQdQYT\VPQXVWNOPV]oTpPPTn[RVNWaTNn[bR]TNWVTqRQV\TUNV]TYbWWVRYaT[T>85986E�=@DD59�5H@C>EJ��<==896�HC6E�6CBH<E�E48�A@DD@;<>?�G9<F<>?�D<6E�C6<>?�8<E489�5DD�"@HH�F@G8��:6E<H5L�@9�5DD�$5>=C<E��CDD�6@DCE<@>�G9@=CFE6�@A�4<?486E�?95=8�@9��rC<75D8>E�!GG9@78=��rC5DJ���5F4��<==89�]NPPT_W[XQ\VTVTUVPOaTM[bRaTc[NW\T[dTe\bYNQ[RTfgUMcehiT[WTQ]TjddQYVT[dTkVl[WmTMNOPQRST\TePVYW[RQY]T� "�&�;<E4�F@HGD8E8�G9<F<>?�@A�B56<F�>8E;@9K�F5BD<>?�6F8>59<@6�D<6E8=�B8D@;J�$D8568�>@E8�E45E�E48�86E<H5E86�A@9��s95E8�F5BD<>?�6F8>59<@6�;<DD�B8�875DC5E8=�68G595E8D:�E45>�E4@68�@A� @>s�s95E8�6F8>59<@6J��48�G9@G@68=�F@6E6�6CBH<EE8=�645DD�98H5<>�75D<=�A@9�5E�D856E�tuv�=5:6�6CB68rC8>E�E@�E48�=5E8�@A�E48�%�$�$9@G@65D�@G8><>?�5>=�E48985AE89�<>�5FF@9=5>F8�;<E4�5>:�986CDE<>?�F@>E95FE�B8E;88>�E48��<==89�5>=��"��J����"���456�5�;<=8�95>?8�@A�G9@w8FE6�E45E�H5:�<>FDC=8�G9@w8FE6�;<E4��57<6��5F@>�!FE�;5?86I�G9875<D<>?�;5?86�5>=�@E489�;5?8�6E5>=59=6J��48�6CFF866ACD�"5BD<>?��897<F8�$9@7<=89�645DD�C>=896E5>=�5>=�<HGD8H8>E�E4868�759<@C6�;5?8�6E5>=59=6�;48>�<>6E9CFE8=�E@�=@�6@�B:��"��I��s95E8�@9�?@789>H8>E�8>E<E<86�A@9�759<@C6�G9@w8FE6J��@9�5DD�<>E8>=8=�GC9G@686I�E48��<==89�E@�E4<6�%�$�;<DD�C68�;45E8789�;5?8�6E5>=59=�<E�;@CD=�G98A89�E@�C68�@>�5�98?CD59�B56<6�E@�F5D<B95E8�E48�G9<F<>?�86E<H5E86�@>�E48�D<6E�64@;>�B8D@;J��

�

x yz{|{}~��{�����z�}����z��|���{}~�x x

x ����z�{|��yz��{��z��|�}�z�|��z��x x

x �������������������������������� �������������¡��¢��£��� �¤¥ ����¦ �§����� x

x |���{}~�{}�������{�}��|�}�z{���x x

�x

x

{��©����|z{y�{�}�yz{|{}~��{��x

�|ª«¬�ª­�®«¬°±±®²�¬³�­ª±±ªµ®²�®¬¶«·�°¹¬«�°º�±°»ª¹�®¼±½ºº�x

yz{|��x

y¾¿x

�«¬®¶°¬�¬ª�{«¬°±±�x

ÀÁÂ�ÃÄÅ�ÆÇÂÁÈÉ�ÊËÌÂÍ�ÎËÌÂÏÐÊÑÒÓÔÕ�ÖÔÏË�×ØÂÂÍ�ÙËÚÇÂÛ�ÍËÌË�ÙËÚÇÂ�ÙÐÁÁÂÙÌÐÊÛ�ËÁÍ�ÇËÚÐÊ�ØÂÊ�ÔÁÓÌËÇÇÂÍ�ÙÐÓÌ�ØÂÊ�ÄÜÝÒÞÐÐÌ�ËßÂÊËÏÂ�ÈÓÔÁÏ�ÁÂà�ØËÌáàËÑÓâx

ãäåæçèééêæëèééêìåíéîïðêñåðêãòóêïèçèêôñõöêç÷ñêãøóêùêúêíñåïîìçêæéððûðæöêñåðêãòóêùêòüêýçþêúêíñåïîìçêæçîôùÿ�������������� �����ù�ê�èçíëêíèôéðöêè���ñõì�èçðê�üêùê�êëññ�êæî��ñ�çæöê�ìæíþêæç�è�æöêýìççìå�æêèåïê

èííðææñ�ìðæþóê�

��x������

��

����

�������� ���������

������������������������� !�"#$%&�'% ��()����*�+��,������*�+���*!���*�!�,�������+!��)���%�$�������*!$��)���-..#/!!���0��� ���$%� ���1�)��21�"$3�

456789::;7<9::;=6>:?@A;B6A;4CD;@989;EBFG;8HB;4ID;J;K;>B6@?=8;7:AALA7G;B6A;4CD;J;CM;N8O;K;>B6@?=8;78?EJ

PQRSTUVSWXYSZ[S\]V_TaJb;c98><;>9E:AG;9ccdBF=e98A;CMM;J;f;<BBg;7?ccBd87G;e=7>O;78d9c7G;N=88=6h7;96@;9>>A77Bd=A7O;;

i�

�j���

�������� ��������

k2%��"��-.������������������� !�"#$%&�'% ��()����*�+��$,������*�+���*!���*�!�$,�������+!��)���%�$�������*!$��)���-..#/!!���0��� ���$%� ���1�)��21�"$3�

WlUm]nnSmo]nnSpU\nPqVSXrr[STsSt]UqPpSuvpUJwM;d9>AH9x;7x78AeG;8HB;4ID;y=dAeB:@;zM{|J}~;{A:AJcBHAd;cB:AG;NB?d;4}D;J��S\TUqPpSmnVV�VmRSTUVSWXYSJ;��S\TVSqpnnRSopaSW�rYSZ[S\]V_TaJb;c98><;

>9E:AG;B6A;4CD;}�;J;cBd8;>98AhBdxJb;c98><;c96A:G;9ccdBF=e98A;CMM;J;f;<BBg;7?ccBd87G;e=7>O;78d9c7G;N=88=6h7;96@;9>>A77Bd=A7O;;

�

�����

�������� ���������

������������������������� !�"#���'% ��()����*�+��,������*�+���*!���*�!�,�������+!��)���%�$�������*!$��)�����.#/!!���0��� ���$%� ���1�)��21�"$3�

456789::;7<9::;=6>:?@A;B6A;4CD;@989;EBFG;8HB;4ID;J;K;>B6@?=8;7:AALA7G;B6A;4CD;J;CM;N8O;K;>B6@?=8;78?EJPQRSTUVSWXYSZ[S\]V_TaJb�;c98><;>9E:AG;9ccdBF=e98A;�M;J;f;<BBg;7?ccBd87G;e=7>O;78d9c7G;N=88=6h7;

96@;9>>A77Bd=A7OD�

i�

����

�������� ���������

������������������������� !�"#���'% ��$)����*�+��,������*�+���*!���*�!�,�������+!��)���%�$�������*!$��)���-..#/!!���0��� ���$%� ���1�)��21�"$3�

456789::;7<9::;=6>:?@A;B6A;4CD;@989;EBFG;8HB;4ID;J;K;>B6@?=8;7:AALA7G;B6A;4CD;J;CM;N8O;K;>B6@?=8;78?EJPQRSTUVSWXYSZ[S\]V_TaJb;c98><;>9E:AG;9ccdBF=e98A;CMM;J;f;<BBg;7?ccBd87G;e=7>O;78d9c7G;N=88=6h7;

96@;9>>A77Bd=A7O;;

i�

����

�������� ��������

k2%��"��-.������������������� !�"#���'% ��()����*�+��$,������*�+���*!���*�!�$,�������+!��)���%�$�������*!$��)���-..#/!!���0��� ���$%� ���1�)��21�"$3�

WlUm]nnSmo]nnSpU\nPqVSXrr[STsSt]UqPpSuvpUJwM;d9>AH9x;7x78AeG;8HB;4ID;y=dAeB:@;zM{|J}~;{A:AJcBHAd;cB:A7G;NB?d;4}D;J��S\TUqPpSmnVV�VmRSTUVSWXYSJ;��S\TVSqpnnRSopaSW�rYSZ[S\]V_TaJb�;c98><;>9E:A7G;B6A;4CD;}�;J;cBd8;>98AhBdxJb�;c98><;c96A:G;9ccdBF=e98A;CMM;J;f;<BBg;7?ccBd87G;e=7>O;

78d9c7G;N=88=6h7;96@;9>>A77Bd=A7OD;

i�

����

�������� ��������

��$�����%��!�����1�!���&%$�%� �*�+�����*�3����������%$*�����*��� !�"#�,����)!���)��*2�)����3�i�

����

�������� ��������

�

��$�����%��!�����1�!���&%$�%� �*�+�����*�3����������%$*�����*��� !�"#��,����)!���)��*2�)����3�

i�

������

������

������

���������

���������

�����

�����

��

����

�������� ����������

���������������������������������������� !�"��������#��$��������%&'(�)*#����#���+�#����!� ,�

�

�

��-.�

�������� ��������

���������������������������������������� !�"��������#��$��������%&'/(�)*�#����#���+�#����!�,�

�--���

�������� ���������

���������������������������������������� !�"��������#��$��������%&'(�*0�#����#���+�#����!�

�

,�

�-1�

�������� ��������

���������������������������������������� !�"��������#��$��������%&'/(�*0�#����#���+�#����!�,�

�-2��

�������� ���������

"���345�'�6����$(�78#����"9*�:;<4):�=�����(���$���<"8�$����>���8=�����$(�7������?8����(�@�����"#��=�A�(��������� �/�=��(�98���=�$��B�����"#����C����(�@C�������������%#�(���$�������#�����������$������#���D;;&E�����F������$��������8�����������$����#��+��%!�

GHIJKJLMNOPQNJJIORQLSTUUTSPJQOVWLSOPQXUWNMOYMIVPQTSPJQOJZOTUUO[O\OLSITQNLOJQOTOZP]MIOKTSXOKTQMUOJQOMTXOMQN_OO\Oabcdefghijcklmmnmkocefmcpaqcrcsmjmtkcuvwcxycjecxyczh{UM|O}P]MIOHTSXO~T]UMO

����O�WUSPVJNMO������OTKKIJ|_O��O\O�OJJ�OLWKKJISL�OVPLXMUUTQMJWLOLSITKL�OZPSSPQ�LOTQNOTXXMLLJIPML�_�

�

,�

�-���

�������� ���������

"���345�'�6����$(�78#����"9*�:;<4):�=�����(���$���<"8�$����>���8=�����$(�7������?8����(�@�����"#��=�A�(��������� �/�=��(�98���=�$��B�����"#����C����(�@C�������������%#�(���$�������#�����������$������#���:;;&E�����F������$��������8���������#��+��%!�

GHIJKJLMNOPQNJJIORQLSTUUTSPJQOVWLSOPQXUWNMOYMIVPQTSPJQOJZOTUUO[O\OLSITQNLOJQOTOQM�OZP]MIOKTSXOKTQMUOJQOMTXOMQN_OO\Oabcdefghijcklmmnmkocefmcpaqcrcsmjmtkcuvwcxycjecxyczh{lm�c�i�mtc��jd�c

~T]UMO����O�WUSPVJNMO������OTKKIJ|_O���O\O�OJJ�OLWKKJISL�OVPLXMUUTQMJWLOLSITKL�OZPSSPQ�LOTQNOTXXMLLJIPML�_O

�

,�

�-���

�������� ���������

"���345�'�6����$(�78#����"9*�:;<4):�=�����(���$���<"8�$����>���8=�����$(�7������?8����(�@�����"#��=�A�(��������� �/�=��(�98���=�$��B�����"#����C����(�@C�������������%#�(���$�������#�����������$������#����;;&E�����F������$��������8���������#��+��%!�

GHIJKJLMNOPQNJJIORQLSTUUTSPJQOVWLSOPQXUWNMOYMIVPQTSPJQOJZOTUUO[O\OLSITQNLOJQOTOQM�OZP]MIOKTSXOKTQMUOJQOMTXOMQN_OO\Oabcdefghijcklmmnmkocefmcpaqcrcsmjmtkcuvwcxycjecxyczh{lm�c�i�mtc��jd�cy��lmca���cvhljisegmc

������OTKKIJ|_O���O\O�OJJ�OLWKKJISL�OVPLXMUUTQMJWLOLSITKL�OZPSSPQ�LOTQNOTXXMLLJIPML�_O

,�

�-���

�������� ���������

"���345�4)�6����$(�78#����"9*�:;<4):�=�����(���$���<"8�$����>���8=�����$(�7������?8����(�@�����"#��=�A�(��������� �/�=��(�98���=�$��B�����"#����C����(�@C�������������%#�(���$�������#�����������$������#���D;;&E�����F������$��������8���������#��+��%!�

GHIJKJLMNOPQNJJIORQLSTUUTSPJQOVWLSOPQXUWNMOYMIVPQTSPJQOJZOTUUO�O\OLSITQNLOJQOTOQM�OZP]MIOKTSXO

,�

��������

��������

��������

��������

 ¡¢£¢¢

 ¤¢£¢¢

¥¦§¢£¢¢

¡¢£¢¢

��

������������������� ������������������������������ !"�!�#������$%&�'(����'(�)�*��+�,�-���.�/��0�1���2334�56�/78���93:2�9;����<�=��>3� �?���@�A6���</A;�87A��������6A�A/<��A;�B7//7�CA�

�������AA�<7�AD��

EFGHI

JKLMNOLPQLRQSTKLOUUQI

VWX�YZ[�Z\�]_Wab�cdefXg�Vhi�jklZ\j�mno_pWb�qWapp_lVdapp_�rfXWdm�_Xab�cn_Xo�sd_nfb�tuX_�VenmnvXb�qWX_fpow�x_mp_b�hdfnmpaX�ynzX_�Veno�{zfXb�t{�opWWXonpW�|eXb�Wa�fzp_�eX_�nWuffXa�opu�eX_�jkk}~pp��X_�X�anuWoX�dunW��WX��e ��|��

�.<���A��7���<���A/����/7���86A/�7���6����<87��/7����B�����2�� �A/<��A������B71�<���/��������

������������� ������������������������������ !"�!�#������$%&�'(����'(�)�*��=��71�<�.�/��0�1���2334�56�/78���93:2�9;����<�=��233� �?���@�A6���</A;�87A��������6A�A/<��A;�B7//7�CA����

����AA�<7�AD��

�I

EF�HI

JKLMNOLPQLRQSTKLOUUQI

VWX�YZ[�Z\�]_Wab�cdefXg�Vhi�jklZ\j�mno_pWb�qWapp_lVdapp_�rfXWdm�_Xab�cn_Xo�sd_nfb�tuX_�VenmnvXb�qWX_fpow�x_mp_b�hdfnmpaX�ynzX_�Veno�{zfXb�t{�opWWXonpW�|eXb�Wa�fzp_�eX_�nWuffXa�opu�eX_��kk}~pp��X_�X�anuWoX�dunW��WX��e ��|��

�.<���A��7���<���A/����/7���86A/�7���6����<87��/7����B�����2�� �A/<��A������B71�<���/��������

������������� ������������������������������ !"�!�#������$%&�'(����'(�)�*��+�,�-���������0�1���2334�56�/78���93:2�9;����<�=��293� �?���@�A6���</A;�87A��������6A�A/<��A;�B7//7�CA����

����AA�<7�AD��

�I

EF�HI

JKLMNOLPQLRQSTKLOUUQI

VWX�YZ[�\i�]_Wab�cdefXg�Vhi�jklZ\j�mno_pWb�qWapp_lVdapp_�rfXWdm�_Xab�cn_Xo�sd_nfb�tuX_�VenmnvXb�qWX_fpow�x_mp_b�hdfnmpaX�ynzX_�Veno�{zfXb�t{�opWWXonpW�|eXb�Wa�fzp_�eX_�nWuffXa�opu�eX_��kk}~pp��X_�X�anuWoX�dunW��WX��e ��|��

�.<���A��7���<���A/����/7���86A/�7���6����<87��/7����B�������� �A/<��������B71�<���/��������

������������� ��������������������������+� �"�!�#������$%&�'(����'(�)�*��+�,�-���������(�-���2334�56�/78���93:2�9;����<�=��>3� �?���@�A6���</A;�87A��������6A�A/<��A;�B7//7�CA����

����AA�<7�AD��

�I

Q

E��HI

JKLMNOLPQLRQSTKLOUUQI

VWX�YZ[�\i�]_Wab�cdefXg�Vhi�jklZ\j�mno_pWb�qWapp_lVdapp_�rfXWdm�_Xab�cn_Xo�sd_nfb�tuX_�VenmnvXb�qWX_fpow�x_mp_b�hdfnmpaX�ynzX_�Veno�{zfXb�t{�opWWXonpW�|eXb�Wa�fzp_�eX_�nWuffXa�opu�eX_�jkk}~pp��X_�X�anuWoX�dunW��WX��e ��|��

�.<���A��7���<���A/����/7���86A/�7���6����<87��/7����B�������� �A/<��������B71�<���/��������������������� ��������������������������+� �"�!�#������$%&�'(����'(�)�*��+�,�-���������(�-���

2334�56�/78���93:2�9;����<�=��233� �?���@�A6���</A;�87A��������6A�A/<��A;�B7//7�CA��������AA�<7�AD��

�I

Q

E�FHI

JKLMNOLPQLRQSTKLOUUQI

VWX�YZ[�\i�]_Wab�cdefXg�Vhi�jklZ\j�mno_pWb�qWapp_lVdapp_�rfXWdm�_Xab�cn_Xo�sd_nfb�tuX_�VenmnvXb�qWX_fpow�x_mp_b�hdfnmpaX�ynzX_�Veno�{zfXb�t{�opWWXonpW�|eXb�Wa�fzp_�eX_�nWuffXa�opu�eX_��kk}~pp��X_�X�anuWoX�dunW��WX��e ��|��

�.<���A���6/��<���A/����/7���86A/�7���6����<87��/7����B�������� �A/<��A��B�B71�<����������B71�<���/��������������������� �������������������������+� �"�!�#������$%&�'(����'(��6���=��71�<�.�/��0�1���2334�56�/78���93:2�9;����<�=��293� ���1���A6���</A����87A��������6A�A/<��A;�

�<��7���<��<��B7//7�CA��������AA�<7�A�/���//�����1���/��/<�����D��=7A/7�C�����A�/��1��6A���A�����/����/���/�<��6/��<�167�7�CA�D�

�I

��������

��  ����

��¡�����

¢�£�����

 �� ����

��

� �������������������������� ��� �

� ���������������������������������������������� ��!��"�����#$�����%��&���� �

'(()�*+,-.+/+0,1*+.22�

�*+,-.+/30*++0 /4.,56 /42.3/.7508/1�.+93011/3+05:.38.1;7508/1<=.1=42.+/*)�

>�

'(?)�

�*+,-.+/+0,1*+.22�

@ABCDEBF�GHAB�BH�IJKLMN�KOPLQ@�R�STMU@N�VILS@T�MOWLQ�QRSP@X�YYZ[�KB\E]�_abZ_YDCG\H]�DcdBCDHF�GEedF�L]HH\aMcBHH\�ICeF\�GEedFf�WCghB�SciiF\f�PQ�GH]]FGBH\Af��

�Vjklmnopqmrstouvowmxylszo�

>�

'(<)�

�*+,-.+/+0,1*+.22�

�*+,-.+/30*++05/4.,5{/|.-42/})~.+/5�50-.2/.8,1=500��.*;.-.=/;.(<405+3.+/=05��94.+3�4.1/2.1;.22,+*+/5-,1.+,01*����*/+�/*2.38+05/�+/5-,1.+/�(405+*+�.+�/5/;.-.=/;�

>�

'(�)�

�*+,-.+/+0,1*+.22�

�*+,-.+/30*++0� /�+/*+.1;2.7/2?���.+�9;.+.;504*��

{;,*+.13/,*?���+)�50-5.38+032.**500-}�

>�

'(9)�

�*+,-.+/+0,1*+.22�

�*+,-.+/+�/�0220�,1=�/+�058�.72,1=�0*+�

�)'/5��0�52.7055.+/�055/=�2.57�*,1/**�0�504/5.+,01*)

'/5��0�5/5�,3/3.225.+/�05.�+/5�0�5105-.27�*,1/**�0�504/5.+,01*)

>

>�

�

'(�)�

������������

���������

�05/�5,22'5,3/�0*+�

�)������  ¡¢�£¡¤¥¦¡§¡� ££©£¡�ª«¢¬­ª¡®�,13�30135/+/)

)������  ¡¢�£¡¤¥¦¡°¡� ££©£¡�ª«¢¬­ª¡®�,13�30135/+/)

�132�;/±,5/��.28�0*+�

�

� ����� ������������������ ��

{�2/3+5,3.2~,5,1=}�

�

'(²)�

������������

���������

L]ABEdd�E�³YOhEAF�[ YµHdB�¶_YU·R�U�\EBF�B\E]AiH\DF\�YY�L]GdcF�Edd�EAAHGCEBF�GHAB�Hi�C\C]gf�GH]cCB�E]�E¹¹\H¹\CEBF�e\FEºF\A�AC»F�H]�eHBh�F]�Hi�C]ABEddEBCH]A¼�JAC]g�E�iEGBH\�Hi�Z abZ�µHdBAf�Z �ED¹F\F�OE]Fd�AFGH]E\½f�Z �iB�i\HD�¾EC]�¹HF\�AHc\GF¼�

>�

¿ÀÁÂÂ

ÃÀÂÁÂÂ

ÄÀÂÁÂÂ

ÅÆÂÁÂÂ

ÀÂÁÂÂ

ÃÀÁÂÂ

ÇÁÈÉÄÀÂÁÂÂ

ÊÁÈÉËËÀÁÂÂ

ÌÍÀÂÂÁÂÂ

��

�����

������ ��

������ �

����������������������������� �!������"��#������"$�% �!�$&�����!$"�������������"$���������'� ��%(����$!�����$�) "�*" ���������������!���%�������� ����+������������,�-������! �"�

.�

�/���

������ ��

������ �

012345543671�78�719�:;<�19=�>?�4@A�;;?�B753�959C3D6C45�C6DCE63�8D7@�41�9F62361G�0275439H�GD7E1H�C7@AE39D�A4195I�0123455�4�>?�4@A�JD94K9D�61�C7@AE39D�A4195�41H�26F�LMNN�0275439H�GD7E1H�HEA59F�D9C9A34C592�=63O�54J95�C7B9D2�61�B4D67E2�57C43671�78�C5422D77@I�P29�Q;>�LRRS�CE�C71HEC37D2T�173�37�9FC99H�;U?�8993I�:C71HE63�612345543671�61C5EH9H�61�AD6C9�VE739�<��

.�

�/+��

������ ��

������ �

012345543671�78�3OD99�:W<�19=�>?�4@A�;;?�B753�959C3D6C45�C6DCE632�87D�4�19=�C7@AE39D�54JI�X9D6B9�C6DCE632�8D7@�41�9F62361G�0275439H�GD7E1H�C7@AE39D�A4195I�YD7B6H9�3OD99�:W<�>?�4@A�JD94K9D2�41H�96GO3991�:;Z<�LMNN�0275439H�GD7E1H�HEA59F�7E35932�=63O�54J95�C7B9D2I�[\]_abcdef]\g]ahc\ab_ij_dkeflgmi_n\__maoi_h]phaoii_l]pop_n]ha]pqkrrsctY41HE63�L=61�u�v?�D4C9=4w�41H�3OD99�:W<�HEA59F�D9C9A34C592�61234559H�61�94CO�9F62361G�W?LYuxM�y6D9@75H�L959uA7=9D�A759I�P29�Q;>�LRRS�CE�C71HEC37D2T�173�37�9FC99H�;U?�8993I�

z71361E43671�87D@�YW;uu�{7J�S739|�;ILO9�AD6C9�78�612345561G�Y41HE63�41H�L959uA7=9D�mci_h\o_bo}h]piohh\cc~h�cgilpsa�_]piEH9H�61�3O62�AD6C9�VE739I�>I�z71HE63�612345543671�41H�A43O=4w2�37�959C3D6C45�A41952�2O7E5H�J9�61C5EH9H�61�3O62�AD6C9�VE739I��

�

.�

�/���

������ ��

�������

�������"���"�����������������"������'��%����������������

����������"�#+&���������������+��������%�"� ��*(���"�#+&������" ��������)�"�����%" �'����*��(��� ""�#/&��� ����������)�"�����%" �(���"�#+&��"�"����!����������� �!�$��%��!�)� �+���������������������������'����*������"�� ��"��!��"����!�$�����!$"���"��������������������������" �% �!�$��%�'� "���������� �����"��!��$��%������% �!�$��%�������#�����"�����"�/����&������"��"'��"�"����!����������� �!�$��%��!�)� ���$���"�������"��"'�$���� ��*��

�

�//��

�����

�� ��"�

�������"���"������'��%���"�� ������������������������

����" �����! ���)� � ��"��� � "%!�� �)!���"�����! ���" ���������

����" �����! ��" -��"������ ��"��� ����" ���! ��� ����)!���"�����! ���" ��������

�

.�

.�

����������������

��������

������

��������

 ¡¢�¢�����

£����

¤����