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Home My WebLink AboutReso 2009-1378 RESOLUTION NO. 2009 - /379. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH AT&T MOBILITY, FOR USE OF AIR CARDS THAT WILL SUPPORT THE POLICE, BUILDING, AND CODE ENFORCEMENT DEPARTMENT'S MOBILE UNITS, IN AN AMOUNT NOT TO EXCEED THIRTY-FIVE THOUSAND SEVENTY-NINE DOLLARS AND EIGHTY-FOUR CENTS ($35,079.84) ANNUALLY, ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Police Department, Building Department, and Code Enforcement Departments currently use Verizon air cards for remote communication to the City's network; and WHEREAS, Verizon air cards cannot take advantage of the City's new Metro E communication coming into the City that provides greater bandwidth and high availability; and WHEREAS, City staff have tested the AT&T air card and found it provides better coverage and takes advantage of the new 30 network which provides twice the bandwidth than the Verizon air card allowing for faster communication; and WHEREAS, management of AT&T equipment was found to be easier using a provided online tool; and WHEREAS, AT&T Mobility, under the County of Santa Rosa, Florida Sheriffs Office and contractor are parties to the Western States Contracting Alliance, Wireless Communications Services and Equipment Master Price Agreement #10-00115 (the WSCA Master Agreement), submitted a proposal to provide sixty-eight (68) Air Cards and a monthly subscription for connectivity of 68 mobile terminals, in an amount of Thirty-Five Thousand Seventy-Nine Dollars and Eighty-Four Cents ($35,079.84) a year at $42.99 per card per month for a total of $2,923.32 per month, to support the Police, Building, and Code Enforcement Department's mobile units; and WHEREAS, the City's Procurement Code provides that purchases made under State, County or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, staff recommends that the City enter into an agreement with AT&T Mobility to provide sixty-eight (68) Air Cards and a monthly subscription for connectivity of 68 mobile terminals, in a total amount not to exceed Thirty-Five Thousand Seventy-Nine Dollars and Eighty-Four Cents ($35,079.84) annually, attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: R2009- AT&T Agmt for Air Card Page I of2 Section 1. Approval of Agreement. The City Commission hereby approves the Agreement with AT&T Mobility to provide sixty-eight (68) Air Cards and a monthly subscription for connectivity of 68 mobile terminals, in a total amount not to exceed Thirty-Five Thousand Seventy-Nine Dollars and Eighty-Four Cents ($35,079.84) annually, attached hereto as Exhibit "A". Section 2. Authorization of Mavor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 19th day of February 2009. ATTEST: ~A~~~ Jane A. Hines, CMC, City Clerk APPROVED AS TO FORM AND L~ L SU FICIENCY: Moved by: r.t,)~ ~~ZIN V\U M~v -r\1A-L~ Seconded by: Vote: t5-0 Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Scholl V(Y es) V(Y es) V(Y es) V (Yes) V(Yes) _(No) _(No) _(No) _(No) _(No) R2009- AT&T Agmt for Air Card Page 2 of2 . Exhibit" A" CITY OF SUNNY ISLES BEACH AGREEMENT WITH AT&T MOBILITY CONTRACT NO. C0809-033 0, ~ut4 THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate, this _ day of , 2009, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and AT&T MOBILITY, a corporation authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose Federal I.D. # is RECITALS WHEREAS, the City of Sunny Isles Beach is in need of a contractor to provide wireless internet data services for the City's laptop computers ("Services") as more fully described in Attachment" A"; and WHEREAS, the Contractor is a certified and insured company with the necessary experience to provide the desired Services; and WHEREAS, the County of Santa Rosa, Florida Sherriff's Office and Contractor are parties to the Western States Contracting Alliance, Wireless Communications Services and Equipment Master Price Agreement #10-00115 ("the WSCA Master Agreement"); and WHEREAS, the City desires to enter into an agreement with Contractor, using the County of Santa Rosa, Florida Sherriff s Office bid information, as more fully described in Attachment "B", attached hereto and made a part hereof; and WHEREAS, pursuant to the City's Procurement Code, purchases made under State, County or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City desires to enter into an Agreement with Contractor to provide the Services in a total amount not to exceed Thirty-Five Thousand, Seventy- Nine Dollars and Eighty-Four Cents ($35,079.84). NOW THEREFORE, in consideration of the promises and the mutual covenants herein name, the parties agree as follows: 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. SERVICES. Contractor agrees to furnish all labor and materials in a good workmanlike and professional manner and to perform the Services designated in Attachment" A" attached hereto and incorporated herein by reference. The Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this C0809-033 AT&T MOBILITY AGREEMENT City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Agreement, and shall report to the City accordingly. Contractor agrees to immediately inform the City via telephone and in writing of any problems that could cause damage to the City's property, improvements and persons. Contractor will require its employees to perform their work in a manner befitting the type and scope of work to be performed. In the event that the Contractor fails to complete the Services pursuant to the terms of this contract and City must undertake the completion of performance of Services, Contractor agrees to indemnify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Contractor's failure to perform the Services. 3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin upon the execution of this Agreement and shall end one (1) year thereafter. Payment will be made only for work completed to the satisfaction of the City. Contractor acknowledges that compliance with the commencement and completion schedule is the essence of this Agreement. The terms of Sections 18 and 19 entitled "Indemnification and Waiver of Liability," and "Compliance with Law," respectively, shall survive termination of this Agreement. 4. COMPENSA TION. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with this Agreement and the schedule of charges reflected in Attachment "A" and under the following conditions: a. Disbursements. There are no reimbursable expenses associated with this contract. b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. c. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. d. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's finalllast billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will C0809-033 AT&T MOBTI.-ITY AGREEMENT 2 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 5. INDEPENDENT CONTRACTOR RELA TIONSHIP. The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 6. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this Agreement and related Services to this Agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties shall be approved in writing by the City. If requested, Contractor shall deliver the documents to the City within fifteen (15) calendar days. 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, sub-Contractors or employees, as indicated below: o Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability C0809-033 AT&T MOBILITY AGREEMENT 3 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax with minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) aggregate. o Worker's Compensation, as required by Florida Statutes, but with no less than One Million Dollars ($1,000,000.00) for Employer's Liability. Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy(ies) shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum AM. Best rating of A-Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City's Risk Management Department. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. The City reserves the right from time to time to change the insurance coverage and limits of liability required to be maintained by Contractor hereunder. Contractor shall also require and ensure that each of its sub-Contractor(s) providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 8. TERMINA TION AND REMEDIES FOR BREACH. A If, through any cause within reasonable control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this Agreement, and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor fails, refuses or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. C0809-033 AT&T MOBILITY AGREEMENT 4 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor (s)) shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ten (10) days written notice. The terms of Paragraph A(i) and A(ii) shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 9. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 10. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of this Agreement or any time for a period ofTEN (10) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any C0809-033 AT&T MOBILITY AGREEMENT 5 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax other remedies available to it at law or in equity, to enjoin the Contractor from violating such provIsIons. 11. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: City Manager With a copy to: City of Sunny Isles Beach Hans Ottinot 18070 Collins A venue City Attorney Fourth Floor City of Sunny Isles Beach Sunny Isles Beach, Florida 33160 18070 Collins A venue Tel: (305) 792-1701 Fourth Floor Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 If to the Contractor: Matt Henschel AT&T MOBILITY 8200 NW 41 st Street Miami, Florida 33166 Tel: (305) 905-9858 E-Mail: Mh8576@att.com 12. GOVERNING LA W. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in Miami-Dade County, Florida. 13. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of Three (3) years. 14. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. C0809-033 AT&T MOBILITY AGREEMENT 6 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 15. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of Sunny Isles Beach Ordinance No. 99-82, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 16. CONFLICTING PROVISIONS. The terms and conditions in this Agreement supersede any other conflicting provisions that are contained in any other document. 17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by in writing signed by the party against whom any such amendment, waiver, change, modification, extension and/or rescission is sought. 18. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts, C0809-033 AT&T MOBILITY AGREEMENT 7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax errors, mistakes or omISSIons relating to professional servIces In the performance of this Agreement. The Contractor's duty to defend, hold harmless and indemnify the City, its agents, representatives, officers, directors, officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts, errors, mistakes or omissions related to professional services in the performance of this Agreement including any person for whose acts, errors, mistakes or omissions the Contractor may be legally liable. The parties agree that TEN DOLLARS ($10.00) represents specific consideration to the Contractor for the indemnification set forth in this Agreement. The Contractor hereby acknowledges receipt of TEN DOLLARS ($10.00) and other good and valuable consideration from the City in exchange for giving the City the indemnification provided herein. 19. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 20. UNDISCLOSED CONDITIONS. In the event that undisclosed conditions are discovered during the performance of this Agreement, the City shall have the right to cancel this Agreement upon ten days (10) days written notice to Contractor. 22. MISCELLANEOUS. A. In the event any proVISIon of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. C0809-033 AT&T MOBILITY AGREEMENT 8 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. (The remainder of this page has been intentionally left blank.) C0809-033 AT&T MOBILITY AGREEMENT 9 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the day and year first written above. WITNESSES: CONTRACTOR: AT&T MOBILITY Signature BY: Signature and Title Print Name WITNESSES: Signature Print Name ATTEST: CITY OF SUNNY ISLES BEACH BY: Jane A. Hines, CMC, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY C0809-033 AT&T MOBILITY AGREEMENT 10 .~~~. at&t ~:J Matt Henschel AT&T Mobility 8200 NW 41st Street Miami, FL 33166 T: 305.905.9858 F: 866.709.7127 Mh8576@att.com www.wireless.att.cam January 5, 2008 City of Sunny Isles Beach Attn. Edel Fonseca 18070 Collins Ave Sunny Isles Beach, FL 33160 AT&T Mobility is offering City of Sunny Isles Beach discounted equipment, rate plan, based on the parameters described below. . 20% Standard WSCA discounting off of both the base wireless voice monthly recurring charge (listed as National Account discount) and data charges on billing statement. . State and Local taxes are exempt . No Early Termination Fee's . Equipment provided at no cost . Unlimited rate plan for $42.99/Month DEVICE Sierra 881 (Sunny Isles discount 100%) PRICE $0.00 MONTHL Y RATE PLAN/FEATURES: Government Unlimited (68 Users*$42.99) Total $2,923.32 $2.923.32 A TT ACHMENT "A" ~~ PI'lUll Sponsor 01 lhl:' IJ S (llyfTi!Jlr T....,~m ~) '~J at&t ~ Sunny Isle's obligation to pay under this agreement is contingent upon an annual appropriation by the Florida State Legislature and subject to the availability of funds. By signing this proposal, the parties agree that they have read and agree to all the terms and conditions as set forth above. Ae:reed bv (Authorized Officials): Vendor: AT&T Mobility Signature: Printed Name: Rob Lavielle, Sales Director Date: Agency Name: City of Sunny Isles Beach Signature: Printed Name: Edel Fonseca, IT Director Date: I,!SA (~ PFllld SprJl1S0f 1)1 111" u') Ol'r'npll_ T,",.~m :i: !' A~ENDMENT Nol1 i TO i PARTJ<!:IPA TING ADD NDUM This Amendment No.1 (the "AmJndment") is enter into as of ?-/ I 'i , 2006 ("Amendment Effective Date"), by and between New Cingul rWlreless National Accounts, LLC, ("Cingular" or "Contractor") and Santa R9sa County Sheriff' Office (MParticipating Entity"). I Recitals. I ! 1.1. Cingular and the State of Nevada, acting thr' ugh its Department of Administration, Purchasing Division, are parties to thatc+,rtain Western Stat Contracting Alliance, Wireless Communications Services and Equipmerrt Master Price Agr ement, #10-00115 dated as of July 1, 2001 (the "WSCA Master Agreemenr)., I ! 1.2 Cingular and ParticiPatind Entity entered int 'that certain Participating Addendum dated as of October 24, 2005 (the "Par1i~pating Addendum" . 1.3 Cingular and ParticiPatin~ Entity intend to m ke certain changes to the Participating Addendum in accordance with the terms ~nd conditions of 5 Amendment. I I 2. Aareement. In considerationqf the recitals set fa h in 91 above, which are hereby re~ stated and agreed to by the parties, and tor valuable consid ation, the receipt and sufficiency of which is hereby acknowledged, Cingular and Participating E tity hereby agree to amend the Participating Addendum pursuant to the$rms and condition of this Amendment. (The Participating Addendum, as amended hereby, together with the WSCA M ster Agreement. at times referred to herein as the "Agreement"). Unless otherwise defined, capit IIzed terms in this Amendment have the meanings ascribed to them in the Agr;eement. i 3. Custom Plans. The provisions of this 93 apply onll to Purchasing Entities authorized under this Participating Addendum. i , I : ! I 3.1 Data Connect Unllmltedl Contractor will ~ ovide Purchasing Entities a custom Data Connect Plan that: (a) has a Monthl~ Service Charge ofl $44.99; and (b) is otherwise governed by the terms and conditions of this Amendment and the "Oat Connect Plans for Government" brochure, attached hereto as part of Exhibit A and any avails Ie promotions, features or functionality available at activation. i i 3.2 National Flat Rate Zero Access. Cingular ill provide Purchasing Entities a custom National Flat Rate Plan that: (a)~as a Monthly Servi e Charge of SO.OO; (b) has a price of $0.06 (six cents) per minute; and (c) is ott1erwise governed b the terms and conditions of this Amendment, the "National Flat Rate" bro*hure, attached here 0 as part at Exhibit A (the "National Flat Rate Brochure") and any available prpmotions, features r functionality available at activation ("NFR Zero Access Plan"). , ! i 3.2.1 Minimum Usage ~equirement C Us on the NFR Zero Access Plan must average at least one hundred severity five (175) airtime; inutes per billing cycle. If a Purchasing Entity's CRUs fail to meet thi~ requirement, then cll Purchasing Entity must pay Contractor ten dollars and fifty cents ($1Q.50) for each CRU 0, Service during the corresponding billing cycle. For example, if a Purchasin~ Entity has three C I Us and two of them use 150 airtime minutes on this plan, and the third CRU ~es 250 airtime min tes on this plan, then the Purchasing ; I I 1. Santa Rosa FL WSCA Amend 2-8-2000 SC.doc ATTACHMENT "8" 2.d I X~j 13r~3S~l dH W~E2:01 9002 20 ~ew ,. ;1; Entity is not required to pay $10.50 fore~ch of these CRUsl ecause the CRUs on this plan averaged 183 airtime minutes during the!cycle. I I I 3.2.2 Lim ltatlons. . Nbtwithstanding an hing to the contrary in the Agreement or the National Flat Rate Brochure, the partles acknowledge a d agree that the NFR Zero Access Plan: (a) is only available to Purchasing entities' CRUs; (b) oes not include "Night & Weekend Minutes"; (c) does not include "Mobile to Mobile Minutes"; a d (d) does not receive any SeNiee Discount. 3.3 National Flat Rate $10.1$ Access. Cing l'ar will provide Purchasing Entities a custom National Flat Rate Plan that: (a) ~as a Monthly SeN e Charge of $1 0.19; (b) has a price of $0.06 (six cents) per minute; (c) includes/unlimited "Mobile t Mobile Minutes"; and (d) is otherwise governed by the terms and conditions at his Amendment. t National Flat Rate Brochure, and any availabte promotions, features or functio ality available at a tivation ("NFR $10.19 Access Plan"). 3.3.1 Minimum Usage Requirement RUs on the NFR 510.19 Access Plan must average at least one hundred seve ty five (175) airtim minutes per billing cycle. If a Purchasing Entity's CRUs fail to meet thi requirement, then such Purchasing Entity must pay Contractor ten dollars and fifty cents ($1Q.50) far each CRU n SeNiee during the corresponding billing cycle. The example in 93.2.1 wrir1cls similarly with res ect to this NFR $10.19 Access Plan. ! 3.3.2 limitations. N~twithstanding anyt ing to the contrary in the Agreement or the National Flat Rate Brochure. the Parties acknowledge a d agree that the NFR $10.19 Access Plan: (a) is only available to Purchasing ~ntities' CRUs; (b) oes not include ~Night & Weekend Minutes"; and (c) does not receive any S~rvice Discount. : 3.3.3 Mobile to Mobile! Minutes, The P rties acknowledge and agree that the NFR $10.19 Access Plan includes unlimited Mobile to Mobil Minutes, however such minutes do not count towards the minimum usage requi~ment set forth in 9 .3.1. ; Section 4. EaulDment. 4.1 No Cost Equipment. . Contractor will provi e Purchasing Entities with the following Equipment at no cost; provided. however; that any appllcabl tax will apply and must be paid. i i · Sierra AC775 Moci:lem Card · Novatel U730 MOdem Card i I , i · Contractor may, trtom time to time, off r additional Equipment models at no cost. Contractor will no~ify the Participating I ntity when such models are available. 4.2 Low Cost Equipment. ! Contractor will pro~ de Purchasing Entities with the Sierra AC860 Modem Card for $49.99 plus any apPlica?le tax. i , , 4.3 BlackBerries. Contrac~or will provide Purc asing Entities with the BlackBerry@ 7100G or the 7290 for $99.99, plus any applicable .ax, when activated. ith the unlimited BlackBerry plan under the Agreement. I Section 5. Activation Fees and Sh:ipplna CharQes. ontractar will nat charge activation fees or shipping charges for CRUs activating new Service under the greement. ! Santa Rosa Fl WSCA Amend 2-8-2006 SC.doc 2 E.d X~~ 13r~3S~1 dH W~E2:01 9002 20 ~ew i: ~'!' i I 6. Restatement of AQreement. The terms and con itions of the Agreement, as modified by this Amendment, are hereby restated an~ ratified by Cingul r and Participating Entity. All such terms and conditions are and continue:td remain in full fore and effect. . , i IN WITNESS WHEREOF, the parties hate duly executed I S Amendment as of the date first written above. : I I NEW CIN ELESS NATIO~AL ACCOUNTS. LC i I I By: ( o....vfs Title: Date: , i UNTY SHERIFF'S ~FFICE i I By, ~i:~~~C\~~t* Date: ~/ \4-l ()tp ) Santa Rosa FL WSCA Amend 2-8-2006 SC.doc 3 --~~.._-- X~~ 13r~3S~1 dH W~E2:01 9002 20 ~~W Santa Rosa FL WSCA Amend 2-8-2006 Se.doc ~_u__ ___ EXHIBIT uA" i I I I I I I · t i i 4 ~~~ 13r~3S~1 dH ~~E~:OI 900~ ~o ~~~ For Purchasing Use Only: RFP/CONTRACf 111523 CONTRACTFORSERVICESOFUNDEPENDENTCONTRACTOR A Contract Between the State of Nevada Acting By and Through Its Various State Agencies Monitored By: Department of Administration Purchasing Division 515 E Musser Street, Room 300 Carson City NV 89701 Contact: Teri Smith, Senior Buyer Phone: (775) 684- 0178 . Fax: (775) 684-0188 Email: tlsmith(a).purchasinl!.state.nv.us And New Cingular Wireless National Accounts, LLC d/b/a Cingular Wireless 11710 Beltsville Dr., Ste 200 Beltsville MA 20705 Contact: Cathleen Pryor, Director, Contracts Phone: (301) 586-4048 . Fax: (301) 586-4156 Email: cathv.prvor(a).cinl!ular.com WHEREAS, NRS 284.173 authorizes elective officers, heads of departments, boards, commissions or institutions to engage, subject to the approval of the Board of Examiners, services of persons as independent contractors; and WHEREAS, it is deemed that the service of Contractor is both necessary and in the best interests of the State of Nevada; NOW, THEREFORE, in consideration of the aforesaid premises, the parties mutually agree as follows: I. REOUIRED APPROVAL. This Contract shall not become effective until and unless approved by the Nevada State Board of Examiners. 2. DEFINITIONS. "State" means the State of Nevada and any state agency identified herein, its officers, employees and immune contractors as defined in NRS ~41.0307. "Independent Contractor" means a person or entity that performs services and/or provides goods for the State under the terms and conditions set forth in this Contract. "Fiscal Year" is defined as the period beginning July 1 and ending June 30 of the following year. 3. CONTRACT TERM. This Contract shall be effective upon to Board of Examiners' approval (anticioated to be October 10,2006) to October 9, 2010. unless sooner terminated by either party as specified in paragraph (9). 4. NOTICE. Unless othelWise specified, termination shall not be effective until 60 calendar days after a party has served written notice of default, or without cause upon the other party. All notices or other communications required or permitted to be given under this Contract shall be in writing and shall be deemed to have been duly given if delivered personally in hand, by telephonic facsimile with simultaneous regular mail, or mailed certified mail, return receipt requested, postage prepaid on the date posted, and addressed to the other party at the address specified above. 5. INCORPORATED DOCUMENTS. The parties agree that the scope of work shall be specifically described; this Contract incorporates the following attachments in descending order of constructive precedence; a Contractor's Attachment shall not contradict or supersede any State specifications, terms or conditions without written evidence of mutual assent to such change appearing in this Contract: AITACHMENT AA: A IT ACHMENT BB: A IT ACHMENT CC: STATE SOLICITATION (RFP #1523) and AMENDMENTS I & 2; SCOPE OF WORK NEGOTIATED ITEMS CONTRACTOR'S RESPONSE Approved OJ/08/0J Revised 08/03 Page I 018 ~~~\ 6. CONSIDERATION. The parties agree that Contractor will provide the services specified in paragraph (5) at a cost of ~ and Data Plans: 20% discount off Monthly Service Charees on olans found at the Proeram website (www.clneular.comlcda): Eauioment: 50% discount off National Contract Reference Price listed at the oroeram website (www.c1neular.comlcda) with a limited selection of basic ohones at no cost: Accessories: 20% discount with the total Contract or instalhnents payable: Monthly uoon recelot of vendor statement not to exceed $2.000.000.00. The State does not agree to reimburse Contractor for expenses unless otherwise specified in the incorporated attachments. Tbe contractual authority. as Identified by the not to exceed amount. does not obli~ate the State of Nevada to expend funds or ourchase eoods or services uo to that amount: the Durchase amount win be controlled by the indJvjdual uslne Beeney's Durchase orders or other authorized means of reauisltion for services and/or eoods as submitted to and accepted by the contractor. Any intervening end to a biennial appropriation period shall be deemed an automatic renewal (not changing the overall Contract term) or a termination as the results oflegislative appropriation may require. 7. ASSENT. The parties agree that the terms and conditions listed on incorporated attachments of this Contract are also specifically a part of this Contract and are limited only by their respective order of precedence and any limitations specified. 8. TIMELINESS OF BILLING SUBMISSION. The parties agree that timeliness of billing is of the essence to the contract and recognize that the State is on a fiscal year. All billings for dates of service prior to July I must be submitted to the State no later that the first Friday in August of the same year. A billing submitted after the first Friday in August, which forces the State to process the billing as a stale claim pursuant to NRS 353.097, will subject the Contractor to an administrative fee not to exceed $100.00. The parties hereby agree this is a reasonable estimate of the additional costs to the State of processing the billing as a stale claim and that this amount will be deducted from the stale claim payment due to the Contractor. 9. INSPECTION & AUDIT. a. Books and Records. Contractor agrees to keep and maintain under generally accepted accounting principles (GAAP) full, true and complete records, contracts, books, and docwnents as are necessary to fully disclose to the State or United States Govenunent, or their authorized representatives, upon audits or reviews, sufficient information to determine compliance with all state and federal regulations and statutes. b. Inspection & Audit. Contractor agrees that the relevant books, records (written, electronic, computer related or otherwise), including, without limitation, relevant accounting procedures and practices of Contractor or its subcontractors, financial statements and supporting docwnentation, and documentation related to the work product shall be subject, at any reasonable time, to inspection, examination, review, audit, and copying at any office or location of Contractor where such records may be found, with or without notice by the State Auditor, the relevant state agency or its contracted examiners, the Department of Administration, Budget Division, the Nevada State Attorney General's Office or its Fraud Control Units, the State Legislative Auditor, and with regard to any federal funding, the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of the Inspector General, or any of their authorized representatives. All subcontracts shall reflect re- quirements of this paragraph. c. Period of Retention. All books, records, reports, and statements relevant to this Contract must be retained a minimwn three years and for five years if any federal funds are used in the Contract. The retention period runs from the date of payment for the relevant goods or services by the State, or from the date of termination of the Contract, whichever is later. Retention time shall be extended when an audit is scheduled or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue. 10. CONTRACT TERMlNA TION. a. Termination Without Cause. Any discretionary or vested right of renewal notwithstanding, this Contract may be terminated upon written notice by mutual consent of both parties or unilaterally by either party without cause. b. State Termination for Nonaoorooriation. The continuation of this Contract beyond the current biennium is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the State Legislature and/or federal sources. The State may terminate this Contract, and Contractor waives any and all c1aim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) iffor any reason the Contracting Agency's funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired. c. Cause Termination for Default or Breach. A default or breach may be declared with or without termination. This Contract may be terminated by either party upon written notice of default or breach to the other party as follows: i. If Contractor fails to provide or satisfactorily perform any of the conditions, work, deliverables, goods, or services called for by this Contract within the time requirements specified in this Contract or within any granted extension of those time requirements; or ii. Ifany state, county, city or federal license, authorization, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract is for any reason denied, revoked, debarred, excluded, terminated, suspended, lapsed, or not renewed; or Appro~ 05/08/02 Revised O8IVJ Page 2 0[8 .. \ r' ~ iii. If Contractor becomes insolvent, subject to receivership, or becomes voluntarily or involuntarily subject to the jurisdiction of the bankruptcy court; or iv. If the State materially breaches any material duty under this Contract and any such breach impairs Contractor's ability to per- form; orv.If it is found by the State that any quid pro quo or gratuities in the form of money, services, entertainment, gifts, or otherwise were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of the State of Nevada with a view toward securing a contract or securing favorable treatment with respect to awarding, extending, amending, or making any determination with respect to the perfomting of such contract; or vi. If it is found by the State that Contractor has failed to disclose any material conflict of interest relative to the performance of this Contract. d. Time to Correct. Temtination upon a declared default or breach may be exercised only after service of formal written notice as specified in paragraph (4), and the subsequent failure of the defaulting party within 15 calendar days of receipt of that notice to provide evidence, satisfactory to the aggrieved party, showing that the declared default or breach has been corrected. e. Winding Uo Affairs Upon Temtination. In the event of temtination of this Contract for any reason, the parties agree that the provisions of this paragraph survive temtination: i. The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination; ii. Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the Contracting Agency; iii. Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this Contract if so requested by the Contracting Agency; iv. Contractor shall preserve, protect and promptly deliver into State possession all proprietary information in accordance with paragraph (21). 11. REMEDIES. Except as otherwise provided for by law or this Contract, the rights and remedies of the parties shall not be exclusive and are in addition to any other rights and remedies provided by law or equity, including, without limitation, actual damages, and to a prevailing party reasonable attorneys' fees and costs. It is specifically agreed that reasonable attorneys' fees shall include without limitation $125 per hour for State-employed attorneys. The State may set off consideration against any unpaid obligation of Contractor to any State agency in accordance with NRS 353C.190. 12. LIMITED LIABILITY. The State will not waive and intends to assert available NRS chapter 41 liability limitations in all cases. Contract liability of both parties shall not be subject to punitive damages. Liquidated damages shall not apply unless otherwise specified in the incorporated attachments. Damages for any State breach shall never exceed the amount of funds appropriated for payment under this Contract, but not yet paid to Contractor, for the fiscal year budget in existence at the time of the breach. Damages for any Contractor breach shall not exceed 150% of the actual amount expended by the State. In no event shall Contractor be liable for losses, damages, or claims arising out of use or attempted use of 91 I or E9ll service, nor shall Contractor be liable for inability of users to access 911 or E9ll service. Not withstanding any limitation of paragraph 9, in no event shall either party be liable for any indirect, special, consequential or incidental damages, however caused, which are incurred by the other party and which arise out of any act or failure to act relating to this agreement, even if such party has been advised of the claim or potential claim or of the possibility of such damages, and in no event shall either party be liable to the other for punitive damages. 13. FORCE MAJEURE. Neither party shall be deemed to be in violation of this Contract if it is prevented from perfomting any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God, including, without limitation, earthquakes, floods, winds, or stonns. In such an event the intervening cause must not be through the fault of the party asserting such an excuse, and the excused party is obligated to promptly perform in accordance with the tenns of the Contract after the intervening cause ceases. 14. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend, not excluding the State's right to participate, the State from and against all liability, claims, actions, damages, losses, and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of any alleged negligent or willful acts or omissions of Contractor, its officers, employees and agents. 15. INDEPENDENT CONTRACTOR. Contractor is associated with the State only for the purposes and to the extent specified in this Contract, and in respect to performance of the contracted services pursuant to this Contract, Contractor is and shall be an independent contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, operate, control, and direct perfor- mance of the details incident to its duties under this Contract. Nothing contained in this Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for the State whatsoever with respect to the indebtedness, liabilities, and obligations of Contractor or any other party. Contractor shall be solely responsible for, and the State shall have no obligation with respect to: (I) withholding of income taxes, FICA or any other taxes or fees; (2) industrial insurance coverage; (3) participation in any group insurance plans available to employees of the State; (4) participation or contributions by either Contractor or the State to the Public Employees Retirement System; (5) accumulation of vacation leave or sick leave; or (6) unemployment compensation coverage provided by the State. Contractor shall indemnify and hold State harmless from, and defend State against, any and all Approved OJ/OII/O] Revised Oil/OJ Page 3 oIII -' Sir losses, damages, claims, costs, penalties, liabilities, and expenses arising or incurred because of, incident to, or otherwise with respect to any such taxes or fees. Neither Contractor nor its employees, agents, or representatives shall be considered employees, agents, or representatives of the State. The State and Contractor shall evaluate the nature of services and tenn negotiated in order to detennine "independent contractor" status and shall monitor the work relationship throughout the tenn of the Contract to ensure that the independent contractor relationship remains as such. To assist in determining the appropriate status (employee or independent contractor), Contractor represents as follows: Contractor's Initials I. Does the Contnlcting Agcncy have the right to require control of when, where and how the independcnt contnlctor is to work? 2. Will the Contnlcting Agcncy be providing training to the independcnt contnlctor7 YES NO cP ~ c.P ~ W d- tAP 3. Will the Contnlcting Agcncy be furnishing the indepcndcnt contnlctor with worker's space, equipment, tools, supplies or tnIvel expenses? 4. Ne any of the workers who assist the independent contnlctor in perfonnance of hislher duties employees of the State of Nevada7 5. Docs the anangcmcnt with the indepcndent contractor contemplate continuing or recurring work (even if the services are seasonal, part-time, or of short duration )7 6. Will the Slate of Nevada incur an employment liability if the independent contnlctor is tenninatcd for failun: to perfonn? 7. Is the indepcndcnt contractor restricted from offering hislhcr services to the general public while engaged in this work relationship with the Slate? 16. INSURANCE SCHEDULE. Unless expressly waived in writing by the State, Contractor, as an independent contractor and not an employee of the State, must carry policies of insurance in amounts specified in this Insurance Schedule and pay all taxes and fees incident hereunto. The State shall have no liability except as specifically provided in the Contract The Contractor shall not commence work before: 1) Contractor has provided the required evidence of insurance to the Contracting Agency of the State, and 2) The State has approved the insurance policies provided by the Contractor. Prior approval of the insurance policies by the State shall be a condition precedent to any payment of consideration under this Contract and the State's approval of any changes to insurance coverage during the course of performance shall constitute an ongoing condition subsequent this Contract. Any failure of the State to timely approve shall not constitute a waiver of the condition. Insurance Covera2e: The Contractor shall, at the Contractor's sole expense, procure, maintain and keep in force for the duration of the Contract the following insurance conforming to the minimum requirements specified below. Unless specifically specified herein or otherwise agreed to by the State, the required insurance shall be in effect prior to the commencement of work by the Contractor and shall continue in force as appropriate until the latter of: 1. Final acceptance by the State of the completion of this Contract; or 2. Such time as the insurance is no longer required by the State under the tenns of this Contract. Any insurance or self-insurance available to the State shall be excess of and non-contributing with any insurance required from Contractor. Contractor's insurance policies shall apply on a primary basis. Until such time as the insurance is no longer required by the State, Contractor shall provide the State with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration or replacement of the required insurance. If at any time during the period when insurance is required by the Contract, an insurer or surety shall fail to comply with the requirements of this Contract, as soon as Contractor has knowledge of any such failure, Contractor shall immediately notify the State and immediately replace such insurance or bond with an insurer meeting the requirements. Workers' Compensation and Emp/over's Liabi/itv Insurance I) Contractor shall provide proof of worker's compensation insurance as required of Nevada Revised Statutes Chapters 616A through 616D inclusive. Approved OJ/OS/OJ Revised 08/03 Page 40f8 S I i/ 2) Employer's Liability insurance with a minimum limit of $500,000 each employee per accident for bodily injury by accident or disease. If this contract is for temporary or leased employees, an Alternate Employer endorsement must be attached to the Contractor's workers' compensation insurance policy. 3) If the Contractor qualifies as a sole proprietor as defmed in NRS Chapter 616A.31O, and has elected to not purchase industrial insurance for hirnself/herself, the sole proprietor must submit to the contracting State agency a fully executed "Affidavit of Rejection of Coverage Under NRS 616B627 and NRS 617.210" form. Commercial General Liabi/itv Insurance 1) Minimum Limits required: $2.000.000.00 General Aggregate Sl.000.000.00 Products & Completed Operations Aggregate S Personal and Advertising Injury $1.000.000.00 Each Occurrence 2) Coverage shall be on an occurrence basis and shall be at least as broad as ISO 1996 form CG 00 01 (or a substitute form providing equivalent coverage); and shall cover liability arising from premises, operations, independent contractors, completed operations, personal injury, products, civil lawsuits, Title VII actions and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Business Automobile Liabilltv Insurance 1) Minimum Limit required: $ Waived Each Occurrence for bodily injury and property damage. 2) Coverage shall be for "any auto" (including owned, non-owned and hired vehicles). The policy shall be written on ISO form CA 00 01 or a substitute providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Professional Liabilitv Insurance 1) Minimum Limit required: $ Waived Each Claim 2) Retroactive date: Prior to commencement of the performance of the contract 3) Discovery period: Three (3) years after termination date of contract 4) A certified copy of this policy may be required. Umbrella or Excess Liabi/itv Insurance 1) May be used to achieve the above minimum liability limits. 2) Shall be endorsed to state it is "As Broad as Primary Policy" Commercial Crime Insurance Minimum Limit required: $ Waived Per Loss for Employee Dishonesty This insurance shall be underwritten on a blanket form amending the definition of "employee" to include all employees of the Vendor regardless of position or category. PerformanceSecuritv Amount required: $Waived 1) Security may be in the fonn of surety bond, Certificate of Deposit or Treasury Note payable to the State of Nevada. only. 2) The security shall be deposited with the contracting State agency no later than ten (10) working days following award of the Contract to Contractor. 3) Upon successful Contract completion, the security and all interest earned, if any, shall be returned to the Contractor. General Reaulrements: a. Additional Insured: By endorsement to the general liability insurance policy evidenced by Contractor, The State of Nevada, Department of Administration, its officers, employees and immune contractors as defined in NRS41.0307 shall be named as additional insured for all liability arising from the Contract. b. Waiver of SubrolZation: Each liability insurance policy shall provide for a waiver of subrogation as to additional insured. c. Cross-Liability: All required liability policies shall provide cross-liability coverage as would be achieve under the standard ISO separation of insured clause. Approved 05108/02 Revised 08/03 PageS of 8 SIC) d. Deductibles and Self-Insured Retentions: Insurance maintained by Contractor shall apply on a first dollar basis without application of a deductible or self-insured retention unless otherwise specifically agreed to by the State. Such approval shall not relieve Contractor from the obligation to pay any deductible or self-insured retention. Any deductible or self- insured retention shall not exceed $5,000 per occurrence, unless otherwise approved by the Risk Management Division. e. Policy Cancellation: Except for ten days notice for non-payment of premiwn, each insurance policy shall be endorsed to state that; without thirty (30) days prior written notice to the State of Nevada, clo Contracting Agency, the policy shall not be canceled, non-renewed or coverage and lor limits reduced or materially altered, and shall provide that notices required by this paragraph shall be sent by certified mailed to the address shown below. f. Aooroved Insurer: Each insurance policy shall be: 1) Issued by insurance companies authorized to do business in the State of Nevada or eligible surplus lines insurers acceptable to the State and having agents in Nevada upon whom service of process may be made, and 2) Currently rated by A.M. Best as "A- VII" or better. Evidence of Insurance: Prior to the start of any Work, Contractor must provide the following documents to the contracting State agency: I) Certificate of Insurance: The Acord 25 Certificate of Insurance fonn or a form substantially similar must be submitted to the State to evidence the insurance policies and coverage required of Contractor. 2) Additional Insured Endorsement: An Additional Insured Endorsement (CG20 10 or C20 26) , signed by an authorized insurance company representative, must be submitted to the State to evidence the endorsement of the State as an additional insured per General ReQuirements. Subsection a above. 3) Schedule ofUnderlvin2 Insurance Policies: If Umbrella or Excess policy is evidenced to comply with minimum limits, a copy of the Underlying Schedule from the Umbrella or Excess insurance policy may be required. Review and Aoproval: Documents specified above must be submitted for review and approval by the State prior to the commencement of work by Contractor. Neither approval by the State nor failure to disapprove the insurance furnished by Contractor shall relieve Contractor of Contractor's full responsibility to provide the insurance required by this Contract. Compliance with the insurance requirements of this Contract shall not limit the liability of Contractor or its sub- contractors, employees or agents to the State or others, and shall be in addition to and not in lieu of any other remedy available to the State under this Contract or otherwise. The State reserves the right to request and review a copy of any required insurance policy or endorsement to assure compliance with these requirements. Mail all required insurance documents to the Contracting Agency identified on page one of the contract. 17. COMPLIANCE WITH LEGAL OBLIGATIONS. Contractor shall procure and maintain for the duration of this Contract any state, county, city or federal license, authorization, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract. Contractor will be responsible to pay all taxes, assessments, fees, premiwns, pennits, and licenses required by law. Real property and personal property taxes are the responsibility of Contractor in accordance with NRS 361.157 and 361.159. Contractor agrees to be responsible for payment of any such government obligations not paid by its subcontractors during performance of this Contract The State may set-off against consideration due any delinquent government obligation in accordance with NRS 353C.190. 18. WAIVER OF BREACH. Failure to declare a breach or the actual waiver of any particular breach of the Contract or its material or nonmaterial terms by either party shall not operate as a waiver by such party of any of its rights or remedies as to any other breach. 19. SEVERABILITY. If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the nonenforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. 20. ASSIGNMENT/DELEGA TION. This Agreement may not be assigned by either party without the prior written consent of the other and such consent will not be unreasonably withheld. However, either party may, without the other party's consent, assign this Agreement to an Affiliate or to any entity that acquires substantially all of the party's business or stock and Cingular may assign its right to receive payments hereunder. An assignment of Cingular's rights shall not relieve Cingular of it's obligations to the State, Subject to the foregoing, this Agreement will be binding upon the assignees of the respective parties. 21. STATE OWNERSHIP OF PROPRIETARY INFORMATION. Any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under the Contract), or any other documents or drawings, prepared or in the course of preparation by Contractor (or its Approved 05108/02 Revised 08103 Page 60f8 S \ f' subcontractors) in performance of its obligations under this Contract shall be the exclusive property of the State and all such materials shall be delivered into State possession by Contractor upon completion, tennination, or cancellation of this Contract. Contractor shall not use, willingly allow, or cause to have such materials used for any pwpose other than performance of Contractor's obligations under this Contract without the prior written consent of the State. Notwithstanding the foregoing, the State shall have no proprietary interest in any materials licensed for use by the State that are subject to patent, trademark or copyright protection. 22. PUBLIC RECORDS. Pursuant to NRS 239.010, information or documents received from Contractor may be open to public inspection and copying. The State will have the duty to disclose unless a particular record is made confidential by law or a common law balancing of interests. Contractor may label specific parts of an individual document as a "trade secret" or "confidential" in accordance with NRS 333.333, provided that Contractor thereby agrees to inderrmify and defend the State for honoring such a designation. The failure to so label any document that is released by the State shall constitute a complete waiver of any and all claims for damages caused by any release of the records. 23. CONFIDENTIALITY. Contractor shall keep confidential all information, in whatever fonn, produced, prepared, observed or received by Contractor to the extent that such infonnation is confidential by law or otherwise required by this Contract 24. FEDERAL FUNDING. In the event federal funds are used for payment of all or part of this Contract: a. Contractor certifies, by signing this Contract, that neither it nor its principals are presently debarred, suspended, proposed for debannent, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. This certification is made pursuant to the regulations implementing Executive Order 12549, Debannent and Suspension, 28 C.F.R. pt. 67, ~ 67.510, as published as pt. VII of the May 26, 1988, Federal Register (pp. 19160-19211), and any relevant program-specific regulations. This provision shall be required of every subcontractor receiving any payment in whole or in part from federal funds. b. Contractor and its subcontractors shall comply with all tenos, conditions, and requirements of the Americans with Disabilities Act of 1990 (Pol. 10]-136),42 V.S.C. 12101, as amended, and regulations adopted thereunder contained in 28 C.F.R. 26.101-36.999, inclusive, and any relevant program-specific regulations. c. Contractor and its subcontractors shall comply with the requirements of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, Pol. 93-112, as amended, and any relevant program-specific regulations, and shall not discriminate against any employee or offeror for employment because of race, national origin, creed, color, sex, religion, age, disability or handicap condition (including AIDS and AIDS-related conditions.) 25. LOBBYING The parties agree, whether expressly prohibited by federal, State or local law, or otherwise, that no funding associated with this contract will be used for any purpose associated with or related to lobbying or influencing or attempting to lobby or influence for any purpose the following: a. Any federal, state, county or local agency, legislature, commission, counselor board; b. Any federal, state, county or local legislator, commission member, counsel member, board member, or other elected official; or c. Any officer or employee of any federal, state, county or local agency; legislature, commission, counselor board. 26. WARRANTIES. a. General Warranty. Contractor warrants that all services, deliverables, and/or work product under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry. b. System Compliance. Contractor warrants that any information system application(s) shall not experience abnormally ending and/or invalid and/or incorrect results from the application(s) in the operating and testing of the business of the State. This warranty includes, without limitation, century recognition, calculations that accommodate same century and multicentury formulas and data values and date data interface values that reflect the century. Pursuant to NRS 41.0321, the State is immune from liability due to any failure of any incorrect date being produced, calculated or generated by a computer or other infonnation system. 27. PROPER AlITHORITY. The parties hereto represent and warrant that the person executing this Contract on behalf of each party has full power and authority to enter into this Contract. Contractor acknowledges that as required by statute or regulation this Contract is effective only after approval by the State Board of Examiners and only for the period of time specified in the Contract. Any services performed by Contractor before this Contract is effective or after it ceases to be effective are performed at the sole risk of Contractor. 28. GOVERNING LAW: JURISmCfION. This Contract and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Nevada, without giving effect to any principle of conflict-of-Iaw that would require the application of the law of any other jurisdiction. The parties consent to the jurisdiction of the First Judicial District Court, Carson City, Nevada for enforcement of this Contract. 29. ENTIRE CONTRACf AND MODIFICATION. This Contract and its integrated attachment(s) constitute the entire agreement of the parties and such are intended as a complete and exclusive statement of the promises, representations, nego- Approved 05108/02 Revised OW] Page 7018 S \ t - tiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless an integrated attachment to this Contract specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language between any such attachment and this Contract shall be construed consistent with the tenns of this Contract. Unless othetwise expressly authorized by the tenns of this Contract, no modification or amendment to this Contract shall be binding upon the parties unless the same is in writing and signed by the respective parties hereto and approved by the Office of the Attorney General and the State Board of Examiners. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed and intend to be legally bound thereby. tg ~{ (;)b Date DlllEc. 'i"'c) f21 COJ.J rn.rf~r-S Independent's Contractor's Title 9- r-<16 Date Administrator Purchasiml Division Title ~#- APPROVED BY BOARD OF EXAMINERS Signarure - Board of Examiners On f 0- (O-O(p (Date) Approved as to form by: ~a..v.- (.g. ( ~. ~ Deputy Attorney General for Attorney General On 1-/9 ...O~ (Date) Approved 05/08102 Revisod 08/0J Page 80f8 SIt Participating Addendum WESTERN STATES CONTRACTING ALLIANCE WIRELESS COMMUNICA TlON SERVICES AND EQUIPMENT MASTER PRICE AGREEMENT I. Scope: (Replace these instructions with a brief description or the jurisdiction of the governmental entity. For example. the jurisdiction includes all the governmental entities within an entire state. a statement to that effect will sullice) 2. Chanl!:es: (Replace this with specific changes or a statement that no changes are required) 3. Lease Al!:reements: (Insert a statement whether or not equipment lease agreement terms and conditions have been approved for use by the governmental entity) 4. Primary Contact: The primary contact individual for this participating addendum is as follows: Name Address Telehone: Fax: E-mail: 5. Servicinl!: Subcontractors: The following servicing subcontractors are authorized to perform services. (Insert servicing subcontractor name or the word "NONE") This Addendum and the Price Agreement together with its exhibits, 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 Addendum and the Price Agreement, together with its exhibits, shall not be added to or incorporated into this Addendum or the Price Agreement and its exhibits, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Addendum and the Price Agreement and its exhibits 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. State of By: Name: Title: Date: Contractor: By: Name: Title: Date: S I \' ~_,1\.""'\.""'" \,,)1 J ~"''' UUU - IJage I 01 I ~ I HOME I [ WHA T'S NEW I [ SITE MENU I I ABOUT US State of Nevada Department of Administration Purchasing Division I CONTACT US I State of Nevada Wireless Contracts on behalf of the Western States Contracting Alliance (WSCA) updated 11/21/2008 The State of Nevada has awarded four (4) wireless services contracts providing agencies considerable flexibility in choosing the most appropriate service provider to meet their needs. The use of these contracts are mandatary for all State of Nevada agencies State of Nevada agencies and WSCA participating entities are requested to contact the selected vendor directly far conversion of existing service or establishment of new service. It is important to note. unless vendors are specifically notified by the participating entity otherwise. the eXisting agreements/participating addendums executed under the previous contracts will continue in force under the new contract terms. VENDOR VENDOR MASTER PRICING SERVICE CONTRACT ATTACHMENTS & CONTACT WEBSITE (LINK) CONTRACT T# . ^^ (RFP 1523 Am~lld 1 & 71 AT&T Mobility f3H INegollaled Ilemsl Pricing :~!IP ; ','..!r2i~ss .-t!l CI)rnit;Li~ines"" Login = WSCA2 Contract CC (Contractors Response) Rob Ramos Password = WSCA2 DD (WSCA T & C) 132000147 (916) 847.1000 ", '1 ~ . ~ Jr. ....," \Prlmary) f . : :~.' (i:":l ~ ; " :d":~ - ,. !", ,SuDc.o"':ra<:101 Sprint together with Nextel f\!~ !RFP 1523 Amend 1 & 2) 'lltp.,./v:~':vJ ',!JIm! (I)rll/W\Cd fon (Negollaled Ilems) P,ICln,] Gray Sigler Contract CC (Contractors Response) (775) 450.2916 \\\'.\\ \\ "C;l\\ Irl'I,'"" '-''111 DD iWSCA T & C) 132000482 ,j, :-~'{ "' '~,'~Jj<"f(@<:;I',r'n:, 0:,," "-",, ~. t i ~ ' i ,~ r ; ! . iVI RFP 1523 "''''_'~d , 'l.)l '::i' "\i:'l'iCi ", . i 1 i i~, ..";l i" ';' ~ < .1-, ! , flU (Negotiated Ilems) PnCII19 T-Mobile USA I',C',',','" 1 1 ) ;,~ if\I,I,.I) CC (Contractors Response) " :IJ:, \\ j..'. 'I~ i ; ., Cor11t',-lCI Contacts I, /1,1, i!'~ , .\ ';:t"j..,'i DO I.Contractors T & C) 132000086 .,!1.:: " ' : , ~ , .,. , .:c,., bE: IWSCA T & C ~ :'-li.~ , .,:': urn.,:, ~r" Verizon Wireless A^ (RFP 1523 Amend 1 8. 2i Northern Nevada: f3B INegollaled Ilems) Chanin Mierau CC (775) 722.0099 (Contractors Response) C h a 111 n. Miera lI@V e rizoflwl re les s. c om OD (WSCA T& CI f'IIClIl9 Southern Nevada: :':I.;(I,>i' ~~':-s '''/:;'! ;srY".\,:'f;t",ss ,.~0;n: S t ,,~~ ~, ""'.".:-n'-':"'<~ Jessica Roth !9.,i'..:VS:_:,':', \P i,ltr;i:r'afl(;l~ Contra':t (702) 239.3383 T29003513 Je ss j c a, roth@venzo'lwlrelc!'>s.com WSCA Contact, RJ F enoho (702) 270.5704 ~,I Fenoho~:~?Verir:'Il''','I!-P'~3~: CDI il . Nevada use only For information on any contract issues. please contact r en Srnll11 at Nevada State Purchasing at 775-684-0178 All using agencies are requested to share any information and/or experiences regarding these contracts using the V'JrlcJOI Per'!'JJrTlilnCe r"?fJGrt fu'"1 as the vendors' performance will be rated in the new statewide contracts database. WESTERN STATES CONTRACTING ALLIANCE (WSCA) The contracts above have been established for use by WSCA and local public bodies including the cities. counties. courts. public schools and institutions of higher education Guidelines -""n, 'co' ,,, '(;"')",1 I Procedures ':' ~ j/- : "'" .n, PartlClpallnq !lddpnrjUill To return to tile Purchasll1g HOrTle Page cliCk _ SIfl http://purchasing.state.nv.us/Wireless/wi re less. htm 1/8/2009 .... For Purchasing Use Only: RFP/CONTRACf #1523 AMENDMENT #1 TO CONTRACT Between the State of Nevada Acting By and Through Its Various State Agencies Monitored By: Department of Administration Purchasing Division 515 E Musser Street, Room 300 Carson City NY 89701 Contact: Teri Smith, Senior Buyer Phone: (775) 684- 0178. Fax; (775) 684-0188 Email: tlsmith(a).purchasine:.state.nv.us And New Cingular Wireless National Accounts, LLC d/b/a Cingular Wireless 1'1 Floor, 7855 Walker Road Greenbelt, MD 20770 Contact: Cathleen Pryor, Director, Contracts Phone: (703) 209-0763 . Fax: (301) 586-4156 Email: cathv.prvor(aJ.cineular.com 1. AMENDMENTS. For and in consideration of mutual promises and/or their valuable consideration, all provisions of the original contract, resulting from RFP #1523 dated October 10, 2006, attached hereto as Exhibit A, remain in full force and effect with the exception of the following: Contract is amended to incorporate the Western States Contracting Alliance (WSCA) Standard Terms and Conditions. Current Contract Language: 5. INCORPORATED DOCUMENTS. The parties agree that the scope of work shall be specifically described; this Contract incorporates the following attachments in descending order of constructive precedence; a Contractor's Attachment shall not contradict or supersede any State specifications, tenns or conditions without written evidence of mutual assent to such change appearing in this Contract: ATTACHMENT AA: STATE SOLICITATION (RFP #1523) and AMENDMENTS 1&2; SCOPE OF WORK NEGOTIATED ITEMS CONTRACTOR'S RESPONSE A IT ACI-fMENT SS: A IT ACHMENT CC: Amended Contract Language: 5. INCORPORATED DOCUMENTS. The parties agree that the scope of work shall be specifically described; this Contract incorporates the following attachments in descending order of constructive precedence; a Contractor's Attaclunent shall not contradict or supersede any State specifications, tenns or conditions without written evidence of mutual assent to such change appearing in this Contract: ATTACHMENT AA: STATE SOLICITATION (RFP #1523) and AMENDMENTS] & 2; SCOPE OF WORK NEGOTIATED ITEMS CONTRACTOR'S RESPONSE WSCA STANDARD TERMS AND CONDITIONS ATTACHMENT SS: A TT ACHMENT CC: A IT ACHMENT DD: 2. INCORPORATED DOCUMENTS. Exhibit A (Original Contract) is attached hereto, incorporated by reference herein and made a part of this amended contract. Approved July 8. 2002 Page 1 012 :\ /).,1.\ \~K V~~J n 0/ t. " 3. REQUIRED APPROVAL. This amendment to the original contract shall not become effective until and unless approved by the Nevada State Board of Examiners. IN WITNESS WHEREOF. the parties hereto have caused this amendment to the original contract to be signed and Intend to be legally bound thereby. I>1/2Cc roQ I ~;- {2./tGrS Independent's Contractor's Title //-/7- ~ Date Administrator. Purchasina Division Title ~~~ Signature - Board of Examiners APPROV~ED BY OARD OF EXAMINERS On ,?:?~~ (Date) On /(~-o/o t (Date) Approved July 8. 2002 Page 2 o( 2 Sf t, EXHIBIT 2 "'" 0/ " c ~ . ~.j at&t Todd Saton Senior Counsel - Enterprise and Government AT&T Mobility 8645 154'h Avenue N.E.. RTC1 Redmond, WA, 98052-9761 T: 425-580.{i459 TS2119@att.com August 23, 2007 C " WSCA State of Nevada, Department of Administration, Purchasing Division 515 E. Musser Street, Room 300 Carson City, NV 89701 ATTN: Terri Smith, Senior Buyer Re: Cingular Wireless Name Change L '..J Dear Ms. Smith: I am an attorney for AT&T Mobility National Accounts LLC, formerly known as New Cingular Wireless National Accounts, LLC, a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware. On behalf of this entity, and in accordance with F.A. R ~~42.1200 - 42.1203 and 42.1205, I am hereby requesting that the government recognize the name-change referenced in this letter and the accompanying documents. On May 29, 2007, New Cingular Wireless National Accounts, LLC changed its name to AT&T Mobility National Accounts LLC. Enclosed for your convenience is a copy of the Certificate of Amendment to Certificate of Formation of New Cingular Wireless National Accounts, LLC, along with the corresponding Certificate from the Secretary of State of the State of Delaware certifying that the Certificate of Amendment was properly filed therewith on May 29, 2007. In my opinion, the change of name from New Cingular Wireless National Accounts, LLC to AT&T Mobility National Accounts LLC was properly affected under applicable law on May 29,2007. Finally, also enclosed please find two (2) originals of a Change-Of-Name Agreement that will formally document this name change. These documents have been prepared in accordance with the above-referenced F.A.R. provisions. Please execute both copies and return one executed original to the undersigned at the above-address. Please call me directly if you have any questions regarding this letter. Thank you. CC: Cathleen M. Pryor, Area Vice President, Government Contracts and Compliance ~ Proud SpOI\!Of of tha u.s. OlympIc Team "'" '0/ r 'lJefaware PAGE 1 'lfie :first State I, RA.R:RIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COpy OF THE CERTIFICATE OF AMENDMENT OF "NEW CINGULAR WIRELESS NATIONAL ACCOUNTS, LLC", CHANGING ITS NAME FROM "NEW CINGULAR WIRELESS NATIONAL ACCOUNTS, LLC" TO "AT&T MOBILITY NATIONAL ACCOUNTS LLC", FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF MAY, A.D. 2007, AT 9:56 O'CLOCK A.M. 3134785 8100 070629381 Harriet Smith Windsor, Secretary of Stare AUTHENTICATION: 571 0318 DATE: 05-29-07 ..1r~ ~91--~ " v/ I' I J s f i CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF NEW CINGULAR WIRELESS NATIONAL ACCOUNTS, LLC New Cingular Wireless National Accounts, LLC (hereinafter called Ihe "Company"), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify: 1. The name of the limited liability company is New Cingular Wireless National Accounts, LtC 2. The Certificate of Fonnation of the Company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article the following new Article: "The name of the limited liability company is AT&T Mobility National Accounts LLC" Executed on this 29th day of May, 2007. r::',tJ:t.:"~. t'dd.J Carolyn J. Wil er, lstant Secretary Authorized Person I Sbste of DEllaware I Searetarv of State Divi.5ion of' Cozporations DeHWNd 10:06 AM OS/29/2007 ! FI1ZD 09: 56 AM OS/29/2007 , SRV 070629381 - 3134785 FILE ~ l i ! "'I \.,) t EXHIBIT 3 '") 0/ t Attachment DD Standard Contract Terms and Conditions Western States Contracting Alliance Note: Although some of the following terms and conditions are duplicates of the standard State of Nevada terms and conditions, they are required by the WSCA by-laws. PARTICIPANTS: Western States Contracting Alliance (herein WSCA) IS a cooperative group- contracting consortium for state government departments, institutions, agencies and political subdivisions (i.e., colleges, school districts, counties, cities, etc.,) for the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Minnesota, Montana, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington and Wyoming ("Participant(s)" or "Participating State(s)"). Obligations under this Contract are limited to those Participating States who have signed (and not revoked) an Intent to Contract at the time of award, or who have executed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award(s) will be permissive. The term "Participating Entity" means a Participating State or other legal entity authorized by a Participating State to contract for the purchase of Service, Equipment and related goods and services in connection with the corresponding Participating Addendum. CONTRACTOR: AT&T Mobility National Accounts LLC is the "Contractor" under the Contract. Contractor may also be referred to as AT&T or "Cingular" at times throughout the Contract. CONTRACT: The term "Contract" means the entire collection of documents associated with WSCA RFP No. 1523 and Contractor's response thereto including, without limitation, the Request for Proposal, Contractor's response, and Attachments AA-DD, as amended. PRECEDENCE: Notwithstanding anything to the contrary elsewhere in the Contract, with respect to any Participating Addendum between Contractor and a Participant, this Attachment DD, together with all its Exhibits, will take precedence amongst the Contract documents over the terms and conditions of the Contract For Services of Independent Contractor between the State of Nevada and Contractor. QUANTITY ESTIMATES: WSCA does not guarantee to purchase any amount under the Contract to be awarded. Estimated quantities are for bidding purposes only and are not to be construed as a guarantee to purchase any amount. SPECIFICATIONS: Any deviation from specifications must be clearly indicated by Contractor; otherwise, it will be considered that the bid is in strict compliance. \Vhen BRAND NAMES or manufacturers' numbers are stated in the specifications they are intended to establish a standard only and are not restrictive unless the bid states "No substitute". Bids will be considered on other makes, models or brands having comparable quality, style, workmanship and performance characteristics. Alternate bids offering lower quality or inferior performance will not be considered. Attachment DD - Page 1 of 11 '"\ vI I ACCEPTANCE OR REJECTION OF BIDS: WSCA reserves the right to accept or reject any or all bids or parts of bids, and to waive informalities therein. BID SAMPLES: Generally, when required, samples will be specifically requested in the bid invitation. Samples, when required, are to be furnished free of charge. Except for those samples destroyed or mutilated in testing, samples will be returned at a Contractor's request, transportation collect. CASH DISCOUNT TERMS: Vendor may quote a cash discount based upon early payment; however, discounts offered for less than 30 days will not be considered in making the award. The date from which discount time is calculated shall be the date a correct invoice is received or receipt of shipment, whichever is later; except that if testing is performed, the date shall be the date of acceptance of the merchandise. TAXES: Bid prices shall be exclusive of state sales and federal excise taxes. Where the state government entities are not exempt from sales taxes on sales within their state, the Contractor shall add the sales taxes on the billing invoice as a separate entry. MODIFICATION OR WITHDRAWAL OF BIDS: Bids may be modified or withdrawn prior to the time set for the opening of bids. After the time set for the opening of bids no bid may be modified or withdrawn. PATENTS, COPYRIGHTS, ETC.: The Contractor shall release, indemnify and hold the Participating Entity, its officers, agents and employees harmless from liability of any kind or nature, including the Contractor's use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in the performance of this Contract. AWARD: The award will be made to the lowest responsive and responsible vendor meeting specifications and all bid terms and conditions. Unless stated in the bid requirements or special terms and conditions, WSCA reserves the right to award items separately or by grouping items, or by total lot. NON-COLLUSION: By signing the bid the vendor certifies that the bid submitted, has been arrived at independently and has been submitted without collusion with, and without any agreement, understanding or planned common course of action with, any other vendor of materials, supplies, equipment or services described in the invitation to bid, designed to limit independent bidding or competition. CANCELLATION: Unless otherwise stated in the special terms and conditions, any contract entered into as a result of this bid may be canceled by either party upon 60 days notice, in writing, prior to the effective date of the cancellation. Further, any Participating State may cancel its participation upon 30- days written notice, unless otherwise limited or stated in the special terms and conditions of the solicitation. Cancellation may be in whole or in part. Any cancellation under this provision shall not effect the rights and obligations attending orders outstanding at the time of cancellation, including any right of any Participating Entity to indemnification by the Contractor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Contract due to Contractor default may be immediate. Attachment DO - Page 2 of 11 " V If DEFAUL T AND REMEDIES: Any of the following events shall constitute cause for WSCA to declare Contractor in default of the Contract: 1. Nonperformance of contractual requirements; 2. A material breach of any term or condition of this Contract WSCA shall issue a written notice of default providing a period in which Contractor shall have an opportunity to cure. Time allowed for cure shall not diminish or eliminate Contractor's liability for liquidated or other damages. If the default remains, after Contractor has been provided the opportunity to cure, WSCA may do one or more of the following: 1. Exercise any remedy provided by law; 2. Terminate this Contract and any related contracts or portions thereof; 3. Impose liquidated damages; 4. Suspend Contractor from receiving future bid solicitations. LAWS AND REGULATIONS: Any and all supplies, services and equipment bid and furnished shall comply fully with all applicable Federal and State laws and regulations. CONFLICT OF TERMS: In the event of any conflict between these standard terms and conditions and any special terms and conditions contained in a Participating Addendum, the special terms and conditions of such Participating Addendum shall govern. The terms and conditions of the Contract for Services of Independent Contractor between the State of Nevada and Contractor do not apply to Participating Entities, with the exception of those terms and conditions specific to the administration of the WSCA wireless contract. REPORTS: The Contractor shall submit quarterly reports to the WSCA Contract Administrator showing the quantities and dollar volume of purchases by each agency. HOLD HARMLESS: The Contractor shall release, protect, indemnify and hold WSCA and the respective states and their officers, agencies, employees, harmless from and against any damage, cost or liability, including reasonable attorney's fees for any or all injuries to persons, property or claims for money damages arising from acts or omissions of the Contractor, his employees or subcontractors or volunteers. Contractor shall not be liable for damages that are the result of negligence or willful misconduct by the Participating Entity, its respective agencies, and/or its respective employees. LIMITED LIABILITY: Contract liability of both Contractor and Participating Entity shall not be subject to punitive damages. In no event shall Contractor be liable for inability of users to access 911 or E911 service. In no event shall either Contractor or Participating Entity be liable for any indirect, special, consequential or incidental damages, however caused, which are incurred by the other party and which arise out of a any act or failure to act relating to this agreement, even if such party has been advised of the claim or potential claim or of the possibility of such damages, and in no event shall either party be liable to the other party for punitive damages. ORDER NUMBERS: Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. GOVERNING LAW AND VENUE: This procurement shall be governed and the resulting contract(s) construed in accordance with the laws of Nevada. The construction and effect of any Participating Addendum or order against the contract(s) shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning the construction and effect of the contract(s) shall be in the Lead State. Venue for any claim, dispute or Attachment DO - Page 3 of 11 "" V /, t. action concerning an order placed against the contract(s) or the effect of a Participating Addendum or shall be in the Participating Entity's State. DELIVERY: The prices bid shall be the delivered price to any WSCA state agency or political subdivision. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor until final inspection and acceptance when responsibility shall pass to the Participating Entity except as to latent defects, fraud and Contractor's warranty obligations. The minimum shipment amount will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an order to be shipped without transportation charges that is back ordered shall be shipped without charge. WARRANTY: a. General Warranty. Contractor warrants that all services, deliverables, and/or work product under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry. b. System Compliance. Contractor warrants that any information system application(s) shall not experience abnormally ending and/or invalid and/or incorrect results from the application(s) in the operating and testing of the business of the State. This warranty includes, without limitation, century recognition, calculations that accommodate same century and multicentury formulas and data values and date data interface values that reflect the century. Pursuant to NRS 41.0321, the State is immune from liability due to any failure of any incorrect date being produced, calculated or generated by a computer or other information system. AMENDMENTS: The terms of this Contract shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA Contract Administrator. ASSIGNMENT/SUBCONTRACT: To the extent that any assignment of any right under this Contract changes the duty of either party, increases the burden or risk involved, impairs the chances of obtaining the performance of this Contract, attempts to operate as a novation, or includes a waiver or abrogation of any defense to payment by State, such offending portion of the assignment shall be void, and shall be a breach of this Contract. Neither party may assign this Contract or any rights hereunder, without the prior written consent of the other party, which consent shall not be unreasonably witlilield, except that Contractor may assign this Contract to any parent, subsidiary or affiliate of Contractor or to any purchaser of all or substantially all its assets upon written notification to Participating Entity. NONDISCRIMINATION: Contractor agrees to abide by the provisions of Title VI and Title VII of the Civil Rights Act of 1964 (42 USC 2000e), which prohibit discrimination against any employee or applicant for employment, or any applicant or recipient of services, on the basis of race, religion, color, or national origin; and further agrees to abide by Executive Order No. I] 246, as amended, which prohibits discrimination on basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age, and Section 504 of the Rehabilitation Act of ] 973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities. Contractor further agrees to furnish information and repots to requesting State(s), upon request, for the purpose of determining compliance with these Attachment DO - Page 4 of 11 ?') tJ/ I' I statutes. Vendor agrees to comply with each individual state's certification requirements, if any, as stated in the special terms and conditions. This Contract may be canceled if Contractor fails to comply with the provisions of these laws and regulations. Contractor must include this provision in very subcontract relating to purchases by the States to insure that subcontractors and vendors are bound by this provision. SEVERABILITY: If any provision of this Contract is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. INSPECTIONS: Goods furnished under this Contract shall be subject to inspection and test by the Participating Entity at times and places determined by the Participating Entity. If the Participating Entity finds goods furnished to be incomplete or in compliance with bid specifications, the Participating Entity may reject the goods and require Contractor to either correct them without charge or deliver them at a reduced price, which is equitable under the circumstances. If Contractor is unable or refuses to correct such goods within a time deemed reasonable by the Participating Entity, the Participating Entity may cancel the order in whole or in part. Nothing in this paragraph shall adversely affect the Participating Entity's rights including the rights and remedies associated with revocation of acceptance under the Uniform Commercial Code. PAYMENT: Payment for completion of a contract is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card". FORCE MAJEURE: Neither party to this Contract shall be held responsible for delay or default caused by fire, riot, acts of God and/or war, which is beyond that party's reasonable control. WSCA may terminate this Contract after determining such delay or default will reasonably prevent successful performance of the Contract. HAZARDOUS CHEMICAL INFORMATION: The Contractor will provide one set of the appropriate material safety data sheet(s) and container label(s) upon delivery of a hazardous material to the user agency. All safety data sheets and labels will be in accordance with each participating state's requirements. FIRM PRICE: Unless otherwise stated in the special terms and conditions, for the purpose of award, offers made in accordance with this solicitation must be good and firm for a period of ninety (90) days from the date of bid opening. Bid prices must remain firm for the full term of the Contract. EXTENSION OF PRICES: In the case of error in the extension of prices in the bid, the unit prices will govern. BID PREP ARA TION COSTS: WSCA is not liable for any costs incurred by the vendor in proposal preparation. Attachment DO - Page 5 of 11 ~ \', J CONFLICT OF INTEREST: Contractor certifies that it has not offered or given any gift or compensation prohibited by the state laws of any WSCA participants to any officer or employee of WSCA or participating sates to secure favorable treatment with respect to being awarded this Contract. INDEPENDENT CONTRACTOR: Contractor shall be an independent contractor, and as such shall have no authorization, express or implied to bind WSCA or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA or the states, except as expressly set forth herein. POLITICAL SUBDIVISION PARTICIPATION: Participation under this Contract by political subdivisions (i.e., colleges, school districts, counties, cites, etc.,) of the WSCA participating states shall be voluntarily determined by the political subdivision. The Contractor agrees to supply the political subdivisions based upon the same terms, conditions and prices. DEBARMENT: The CONTRACTOR certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (Contract) by any governmental department or agency. If the CONTRACTOR cannot certify this statement, attach a written explanation for review by WSCA. RECORDS ADMINISTRATION: The Contractor will maintain, or supervise the maintenance of all records necessary to properly account for the payments made to the Contractor for costs authorized by this Contract. These records will be retained by the Contractor for at least four years after the Contract terminates, or until all audits initiated within the four years have been completed, whichever is later. AUDIT OF RECORDS: The Contractor agrees to allow WSCA, State and Federal auditors, and state agency staff access to all the records to this Contract, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment. PROGRAM DESCRIPTION: Service will be provided by Contractor in accordance with the Program Description attached hereto as Exhibit "A", together with any and all related products and services Attachments incorporated therein. Participating Entities acknowledge and agree that the Program Description and related Attachments may be modified by Contractor from time to time with the prior approval of the WSCA Contract Administrator, which shall not be unreasonably withheld. Signed: ~ /"3>0107 Date 7'- /ttJ/ Date Attachment DO - Page 6 of 11 ~ \ l EXHIBIT "A" PROGRAM DESCRIPTION 1. Service and Service Discount. Contractor, through its Carriers, will provide Service to authorized Participating Entities and their respective CRUs and IRUs. 1.1 Service Discount. Contractor will provide Participating Entities' CRUs with an MSC Service Discount of twenty percent (20%). Contractor will provide Participating Entities' IRUs with an MSC Service Discount of fifteen percent (15%); provided, however, that IRUs (a) receiving Service under Participating Addenda executed on or before December 31, 2006; and (b) that activated Service on or before December 31, 2006, will be provided an MSC Service Discount of fifteen percent (15%). Contractor may restrict certain Plans or certain other discount programs from qualifying for the Service Discount, and it will advise SNDP when such restrictions apply. 1.1.1 Restrictions. Contractor will not apply the MSC Service Discount to: (a) other monthly service charges such as monthly recurring charges for features; and/or (b) any other charges under the Agreement. 2. Equipment and Accessories. Subject to the restrictions set forth in this 92, Contractor will provide Participating Entities with an Equipment Discount of 50% off the prices of select Equipment found at the "Equipment" page found at the Program Website, as may be modified by Contractor from time to time. Contractor will only provide Equipment with Service activated. The Equipment Discount will not apply to upgrade purchases and may not be combined with any other equipment offer. 3. Financial Responsibility. 3.1 Participating Entities. Participating Entities must pay for all charges incurred by CRUs under their corresponding Participation Addendum. Participating Entities are not liable for any charges incurred by IRUs. 3.2 Contractor. Contractor will pay the applicable WSCA Administration Fees associated with End Users on Service hereunder, regardless of whether such End Users are CRUs or IRUs. 4. Billing Services. Each Participating Entity will receive certain billing analysis tools using WIN Advantage@software. 5. Payment and Charges. 5.1 Payment. Participating Entities must pay all Service charges incurred in accordance with Plans, including, without limitation, charges for airtime, recurring monthly access (or monthly service), activation, features, voice mail access, voice mail delivery, data usage, text and multi-media messages, downloadables, alerts, roaming, long distance, directory and operator assistance, Equipment, premium content, and charges for other goods and services that are charged through Participating Entities' or CRUs' bill(s). Participating Entities may be billed for multiple types of usage simultaneously. Participating Entities must also pay Taxes and any license fees, late payment fees, and any Regulatory Cost Recovery Fee/Regulatory Programs Fee. For any termination (including when a Number is switched to another carrier), Participating Entity will be responsible for payment of all fees and charges through the end of the billing cycle in which termination occurs. Payment is due upon receipt of the invoice. Monthly service and certain other charges for Service using the Cingular Wireless network and related systems are billed in advance, and there is no proration of such charges if Service is terminated on other than the last day of the applicable billing cycle. Monthly service and certain other charges for Service using certain legacy networks and related systems are billed in arrears. In either case, to the extent Participating Entity receives invoices Attachment DO - Page 7 of 11 .- \ 1 \ ( for Service combined with a landline phone bill (where available), Participating Entity will be billed in advance as provided above. 5.1.1 Taxes. Taxes include any applicable sales, public utilities. gross receipts. or other taxes, surcharges, fees and assessments imposed by governments (regardless of whether they are imposed on a Participating Entity, CRU, Contractor or a Carrier) including, without limitation, assessments to defray costs for govemment programs such as universal connectivity, enhanced 911 service, local number portability. and number pooling relating to Service, Equipment, goods or services purchased, and/or the wireless network. 5.1.2 Participating Entities Tax-Exempt Status. Contractor acknowledges that in certain instances Participating Entities may be tax-exempt. Contractor will accord the proper tax-exempt status to each Participating Entity that properly establishes such status. Notwithstanding this tax-exempt status, each Participating Entity must pay any Taxes not covered by its tax-exempt status. 5.1.3 Regulatory Cost Recovery Fee/Regulatory Programs Fee. In addition to other charges, Contractor may assess a Regulatory Cost Recovery Fee/Regulatory Programs Fee. which is a monthly charge with respect to each CRU. that is created, assessed and collected by Contractor to help defray Contractor's costs for compliance with various regulatory requirements which include, but are not limited to, the capability to provide wireless number portability, number pooling and 911 enhancements in Cingular Wireless' network. Some of these programs may not yet be available to Participating Entities or End Users. The Regulatory Cost Recovery Fee/Regulatory Programs Fee is not a tax or government required charge. Contractor may change the amount of the Regulatory Cost Recovery Fee/Regulatory Programs Fee without notice. 5.2 Charges. 5.2.1 Generally. Unless otherwise provided in the corresponding sales information, if a selected Plan includes a predetermined allotment of services (for example, a predetermined amount of airtime, data, megabytes or text messages). any unused allotment of such services from one billing cycle will not carry over to any other billing cycle. Service may be billed in a subsequent month due to delayed reporting between Carriers and will be charged as if used in the month billed. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, Contractor may make reasonable adjustments and prorations. Service charges may differ by Service Area. Contractor's additional products and services may incur charges in a different manner than set forth herein, and Contractor will advise SNDP of any such differences in the corresponding Sales Information. 5.2.2 Voice Service Charges. On all Contractor networks, Voice Service on each call is billed in full minute increments, with partial minutes of use rounded up to the next full minute. Contractor will charge 800, 866, 877, 888 and other "toll free" calls at domestic airtime or roaming rates. Puerto Rico residents will be billed for these calls based on the corresponding Plan, feature(s) and/or promotion. If an incoming call has been forwarded to another Number, Participating Entities will be charged for the entire time that Contractor's switch handles the call. Calls that begin in one rate period and end in another rate period may be billed in their entirety at the rates for the period in which the call began. All outgoing calls on the Contractor's network for which Contractor's systems receive answer supervision or which have at least thirty (30) seconds of airtime or other measured usage shall incur a minimum of one (1) minute airtime charge. Answer supervision is generally received when a call is answered; however, answer supervision may also be generated by voice mail systems.private branch exchanges, and interexchange switching equipment. Airtime and other measured usage may (a) include time for Contractor to recognize that only one party has disconnected from the call, time to clear the channels in use, and ring time, and (b) occur from other uses of our facilities, including by way of example, voice mail deposits and retrievals, and call transfers. Attachment DO - Page 8 of 11 ~ \ 5.2.3 Wireless Data Service Charges. Wireless Data Service will be calculated and billed in full kilobyte increments. One kilobyte equals 1024 bytes. One megabyte equals 1024 kilobytes. Utilizing compression solutions mayor may not impact the amount of kilobytes for which a Participating Entity is billed. Wireless Data Service usage for each billing record will be rounded up to the next kilobyte and the charge will be rounded up to the nearest cent. Participating Entity is responsible for all Wireless Data Service usage sent through Contractor's network and associated with Equipment regardless of whether the Equipment actually receives the information. Network overhead, software update requests, and resend requests caused by network errors can increase measured kilobytes. If a Participating Entity or a CRU chooses to connect Equipment to a PC for use as a wireless modem, standard Wireless Data Service charges will apply in accordance with the corresponding Plan. Wireless Data Service usage is compiled as often as once per hour or only once every 24 hours. Contractor's system will then create a billing record representing (a) the Wireless Data Service usage for each data gateway or service accessed (e.g. WAP, RIM) while on Contractor's network; (b) the usage for each Carrier's domestic network; and (c) the Wireless Data Service usage for each international network. In some situations billing for Wireless Data Service usage may be delayed; any delayed usage will create additional billing records for the actual day of the usage. 6. Plans. Participating Entities may choose from Plans found in the Program Website, as may be modified by Contractor from time to time. All Plans are subject to their terms and conditions set forth in their corresponding brochures and related materials, all of which are incorporated herein by this reference. Each Participating Entity must comply with all of the terms and conditions related to the Plans. Rates, terms and conditions are subject to change. Any provisions in the terms and conditions governing the Plans, which, by their terms, are to exist for a specified period of time, will survive any termination or expiration of any corresponding Participating Addendum. 7. Resale and Other Prohibited Uses. Participating Entities and their respective End Users are not permitted to resell, reproduce, retransmit, or disseminate Service or any other program components to third parties whether directly or indirectly including, without limitation, through machine to machine transmissions. 8. Employee Benefit Program. Participating Entities Employees may participate in the Employee Benefit Program. All such Employees participating in the Employee Benefit Program will be IRUs hereunder. Participating Entities acknowledge and agree that Employees must be validated in order to participate in the Employee Benefit Program, and that any Employees not so validated will not be IRUs hereunder and will not receive corresponding program benefits. 8.1 Employee Benefit Program Activation Processes and Procedures. Each IRU participating in the Employee Benefit Program: (a) must enter into. and be individually responsible for complying with a two-year IRU Service Agreement including, without limitation, the corresponding obligations to comply with all of the terms and conditions of the chosen Plan and to pay all charges incurred under the IRU Service Agreement; and (b) must follow the activation, validation, migration, upgrade and related policies, procedures and processes established by Contractor from time to time. 8.2 Employee Benefit Program Features. Under the Employee Benefit Program: (a) IRUs may choose from select Service Plans available to Participating Entities within each Cingular Market (provided they qualify for the chosen Plan); (b) IRUs will receive the MSC Service Discount in accordance herewith; and (c) IRUs will receive the Equipment Discount in accordance herewith. Notwithstanding the foregoing, or anything else to the contrary elsewhere in the Contract, Participating Entities and Contractor hereby expressly acknowledge and agree that Contractor may at any time. in its sole discretion, modify or terminate the MSC Service Discount and/or the Equipment Discount with respect to IRUs participating in this Employee Benefit Program. In the event Contractor takes such action, it will notify the Participating Entities. 8.3 WIN Advantage@ Exclusion. IRUs' account information is not included in the WIN Attachment DO - Page 9 of 11 ~ ' "" \ '-" Advantage@ software. 8.4 Marketing Assistance. Participating Entities will participate with Contractor in efforts to obtain eligible Employees' participation in the Employee Benefit Program. 9. Additional Products, Services, Equipment and Programs. Contractor may make additional products, services, equipment and/.or programs ("Additional Products") available to Participating Entities. To the extent a Participating Entity orders, pays for, or otherwise receives the benefit of any Additional Products, such Participating Entity is bound by the Additional Product's respective terms and conditions found at the Program Website, as such terms and conditions may be modified by Contractor from time to time, all of which are incorporated herein by reference. Any and all references to "Customer" in the terms and conditions for the Additional Products shall mean the corresponding Participating Entity. 10. Definitions. In addition to terms defined elsewhere in Attachment DO, these terms have the following meanings herein: 10.1 "Carrier" or "Carriers" means a Contractor-related, licensed entity that operates commercial mobile radio telecommunications systems in the geographic areas covered by the Contract. 10.2 "Contractor Markets" means a geographic area served by affiliates under common control with Contractor. 10.3 "CRU" and "Corporate Responsibility User" mean an Employee receiving Service under a Participating Entity's account. 10.4 "Employees" means Participating Entity's current, validated employees receiving Federal W-2 or K-1 tax treatment. 10.5 "Equipment" means the wireless receiving and transmitting equipment, SIM (Subscriber Identity Module) Card or any accessories that Contractor has authorized to be programmed with a Number or Identifier. 10.6 "Equipment Discount" means a discount on select Equipment found at the Program Website, as described herein. 10.7 "End Users" means CRUs and IRUs, collectively. 10.8 "IRU" and "Individual Responsibility User" mean an Employee receiving Service under an individual account in accordance with the Sponsorship Program. 10.9 "IRU Service Agreement" means a separate two (2) year agreement between an IRU and Cingular for Service, Equipment and related matters. 10.10 "Monthly Service Charge" means a Plan's monthly wireless access charges (i.e., the set fee charged monthly for use of a particular Plan). 10.11 "MSC Service Discount" or "Monthly Service Charge Discount" means the Service Discount applied to an eligible End User's Monthly Service Charge as described herein. Unless otherwise specified, the term "Service Discount" found in any Attachments incorporated herein means the MSC Service Discount with respect to End Users in Contractor Markets. Attachment DD - Page 10 of 11 --- \ ...') 10.12 "Number" or "Identifier" means any number, IP address, e-mail address or other identifier provisioned by Carriers, their agents or the Equipment manufacturer to be used with Service. 10.13 "Plan" means a Cingular Wireless calling plan, Service plan or rate plan. 10.14 "Program Website" means 'NININ.att.com/WSCATerms 10.15 Data Service. "Service" means commercial mobile radio service, including Voice Service and Wireless 10.16 "Service Discount" means a monthly discount on Service, applied to an End User's Monthly Service Charge as described herein. 10.17 "Voice Service" means wireless voice telecommunications services. 10.18 "WIN Advantage@" means the Wireless Information Navigator AdvantageTM software, together with all updates and modifications thereto. 10.19 "Wireless Data Service" means wireless data telecommunications services. Attachment DO - Page 11 of 11 ATTACHMENT BB NEGOTIATED ITEMS 1. Quarterly Reports: In the event contractor fails to submit a completed Quarterly Administrative Report pursuant to the dates referenced in Attachment F of the RFP, contractor will be subject to a performance guarantee penalty of one hundred ($100.00) dollars. 2. Cost Proposal: o Public Safety Unlimited Data rate plan of $49.99 is exempt from further discounting. o Cingular reserves the right to exempt exclusive devices and rate plan offers from discounting until they become commonly available. o Promotions vary and cannot be combined with contracted discounts. o Cingular will only provide Equipment with Service activated. The Equipment Discount will not apply to upgrade purchases and may not be combined with any other equipment offer. 3. Participating Addendums: Participating Addendums to Master Service Agreement No. 10-00115 shall survive the assignment from the Original Lead State to the Assigned Lead State, and upon the required approval as specified in paragraph 1, shall be effective subject to the terms and conditions of the contracts entered into as a result of State of Nevada RFP 1523. Once the contracts entered into as a result of State of Nevada RFP 1523 become effective, each Participating Entity shall have the option of negotiating a new participating addendum, or continuing to participate under the existing Participating Addendum. 4. WSCA Special Terms and Conditions: The WSCA Special Terms and Conditions are hereby excluded from the State's Solicitation (RFP 1523); Scope of Work. The State will negotiate the WSCA Special Terms and Conditions on behalf of participating entities and upon fmal negotiations will incorporate the Terms and Conditions through an amendment to the contract. Participating entities may negotiated or include additional terms and conditions through a Participating Addendum (P A) individually with the contractor. 5. Contractor's Response: Contractor's exceptions to RFP No. 1523 as enumerated in Attachment B shall not supplement, contradict or supersede any State specifications, terms or conditions without written evidence of mutual assent to such change appearing in this Contract; any exceptions to the State's standard contract listed in the Contractor's Response to RFP No. 1523 are not a part of this Contract unless otherwise mutually agreed upon and incorporated in the State's standard contract form as executed by Cingular. _ ~ Contractor's Initi~ Agency Initials A5b ~ \ ' .) TO: VIA: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 City Commission Norman S. Edelcup, Mayor Lewis J. Thaler, Vice Mayor Roslyn Brezin, Commissioner Gerry Goodman, Commissioner George "Bud" Scholl, Commissioner (305) 947-0606 City Hall (305) 949-3 II 3 Fax (305) 947-2150 Building Department (305) 947-5107 Fax Rick Conner. Acting City Manager Hans Ottinot, City Attorney Jane A. Hines, CMC City Clerk MEMORANDUM The Honorable City Commission Rick Conner, Acting City Manager Doug Haag, Assistant City Manager-Finance Edel Fonseca, I.T. Director February 19,2009 Agreement with AT&T for the Use of Air Cards RECOMMENDATION: Approve the attached agreement with AT&T in the amount of $35,079.84 a year, @ $42.99 per month per card for the use of 68 air cards that will support the Police, Building, and Code Enforcement mobile units. REASONS: Currently, the Police, Building, and Code Enforcement Departments use Verizon air cards for remote communication to the City's network. The Verizon air cards we currently use cannot take advantage of our new Metro E communication coming into the City that provides greater bandwidth and high availability. Furthermore we have tested the AT&T air card against the Verizon air card and the AT&T air card provides better coverage in our City. With the Verizon air card, there are more areas within the City that lack coverage in comparison with the AT&T air card. The AT&T air card takes advantage of the new 30 network which provides twice the bandwidth than the Verizon air card allowing for faster communication. The management of the AT&T equipment is easier as well using a provided online tool. With Verizon, ordering new equipment and activating air cards takes several days. ADDITIONAL INFORMATION: Currently with Verizon we pay $49.99 per month per card (68 cards total). By switching to AT &T air cards, we would not only save money but have a better product that uses the latest technology at a savings to the City. Funds are available in Account No.1 0-559-541 O. Funding availablc: Approval: \oc.. ~-8- oq Agcnda Itcm No.: City I\lanagcr Cm'cr Mcmo Att Air CarJs Commission Mccting Datc: City Commission Norman S. Edelcup Mayor Lewis J. Thaler Vice Mayor Roslyn Brezin Commissioner Gerry Goodman Commissioner George "Bud" Scholl Commissioner Rick Conner Acting City Manager Hans Ottinot City Attorney Jane A. Hines City Clerk March 2, 2009 Matt Henschel AT&T Mobility 8200 NW 4151 Street Miami, Florida 33166 Re: AT &T Mobility Air Card Agreements Dear Mr. Henschel: At its regular meeting of February 19, 2009, the City Commission adopted Resolution No. 2009-1378, which approved the above-referenced agreement with AT&T Mobility. Enclosed are two (2) original agreements for execution and witnessing by your firm. Upon completion. please return both orie:inal Ae:reements and any and all insurances and/or bonds required bv Ae:reement to mv attention for further processine:. An executed original agreement and a copy of the approving resolution will be mailed to you thereafter. Thank you. Very truly yours, ~~ Priscilla Walker, ~ Deputy City Clerk/Office Manager Enclosures cc: Edel Fonseca, Information Technology Director (w/o enclosures) i\T&T Mobility Agrccmcnt