12-181 Resolution No. 12-181
RESOLUTION
AUTHORIZING EXECUTION OF A PARTICIPATING ADDENDUM
WITH AT&T MOBILITY NATIONAL ACCOUNTS LLC UNDER THE WESTERN STATES
CONTRACTING ALLIANCE MASTER SERVICE AGREEMENT
FOR CITY-WIDE CELLULAR DATA SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a Participating Addendum with AT&T Mobility National
Accounts LLC under the Western States Contracting Alliance Master Service Agreement#S1907,
dated March 15, 2012, on behalf of the City of Elgin for city-wide cellular data services, a copy of
which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: December 5, 2012
Adopted: December 5, 2012
Vote: Yeas: 6 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
PARTICIPATING ADDENDUM
UNDER THE
WESTERN STATES CONTRACTING ALLIANCE
WIRELESS COMMUNICATION SERVICES AND EQUIPMENT
BID NUMBER RFP: #S1907
PARTICIPANT: CITY OF ELGIN
This Participating Addendum (the"PA")is made this 5th day of December,2012(the"PA
Effective Date"), between City of Elgin ("Participant"), and AT&T Mobility National Accounts LLC
("Contractor")(Participant and Contractor are,at times, referred to individually as a"Party"or together as the
"Parties").
Section 1. Recitals.
1.1 Contractor and the State of Nevada, acting through its Department of Administration,
Purchasing Division,and the participating members of the Western States Contracting Alliance("WSCA"),
and the NASPO Cooperative,are parties to that certain Western States Contracting Alliance contract,
#51907,dated March 15,2012, successor contract to that certain Western States Contracting Alliance
contract number 1523,dated October 10,2006,as amended,successor contract to that certain Western
States Contracting Alliance contract number 10-00115,dated June 29,2001, as amended (the"Contract").
1.2 Participant wants to participate in the Contract pursuant to the terms and conditions of this
PA.
Section 2. Agreement. In consideration of the recitals set forth in§1 above,which are hereby re-
stated and agreed to by the Parties, and for valuable consideration,the receipt and sufficiency of which is
hereby acknowledged by the Parties, Participant and Contractor hereby agree to the terms and conditions of
this PA(the Contract and the PA,together with all Purchase Orders submitted to Contractor by Participating
Entity,collectively,the"Agreement"). Unless otherwise defined,capitalized terms in this PA have the
meanings ascribed to them in the Contract.
Section 3. Authorized Participating Entities. Participant hereby designates City of Elgin, as the
only authorized Participating Entity under the Agreement.
Section 4. Purchase Orders. Participating Entity(ies)must issue purchase orders hereunder that
reference both Master Agreement#51907 and the PA. Upon issuance of any such valid purchase order,
Participating Entity will be bound by the terms and conditions of the Agreement including,without limitation,
the obligation to pay Contractor for Service, Equipment,and related products provided. Notwithstanding the
foregoing, any purchase order submitted that does not properly reference the Contract number and/or the
PA may be accepted,at Contractor's sole discretion,if Contractor can reasonably ascertain that such
purchase order was properly authorized and intended for use with the PA. In such instances,the
corresponding purchase order will be similarly valid and binding.
Section 5. Primary Contacts.
Participant: Lead State:
Name: Michael Bayard Name: Teri Smith
Title: Title: Purchasing Officer
Address: 151 Douglas Ave Address: 515 E. Musser St., Suite 300
Elgin, IL 60120 Carson City, NV 89701
Telephone:847-289-2574 Telephone: 775-684-0178
Fax Number: Fax Number 775-684-0188
E-Mail: E-Mail: tlsmith@admin.nv.gov
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City of Elgin WSCA 3 PA—tp1621—112712-C-20530
Contractor Account Team: Contractor Main:
Name:Mark Duerwachter Name: Twila Lively
Title:Account Manager Title: Manager, Sales Operations
Address:2000 W AT&T Center Drive Address: 2600 Camino Ramon
Hoffman Estates, IL 60192 San Ramon, CA 94583
Telephone:773-580-2882 Telephone: (925)487-9945
Fax Number: Fax Number: (510)261-2155
E-Mail: md8136@att.com E-Mail: twilalively@att.com
Section 6. Authority. By signing below,the corresponding Party's representative represents that
such person is duly authorized by Contractor or Participant, as applicable, to execute this PA on behalf of
the respective Party,and that the Contractor and Participant agree to be bound by the provisions hereof. In
addition, Participant represents that it has received the requisite approvals from the applicable Chief
Procurement Official and WSCA to participate in the Agreement.
Section 7. Miscellaneous.
7.1 American Recovery and Reinvestment Act of 2009("ARRA"). If or when Contractor is
notified in writing by ordering entity that a specific purchase or purchases are being made with ARRA funds,
Contractor agrees to comply with the data element and reporting requirements as currently defined in
Federal Register Vol 74#61,Pages 14824-14829(or subsequent changes or modifications to these
requirements as published by the Federal OMB)that are legally required of Contractors as providers of
goods and services to recipients or sub-recipients of ARRA funds. Each Participating Entity is responsible
for informing Contractor in writing prior to ARRA funds being used for a purchase or purchases under the
Contract. Contractor will provide the required report, if any,to the ordering entity with the invoice presented
to the Participating Entity for payment. Contractor will provide the required report, if any,to the
Participating Entity with the invoice presented to the Participating Entity for payment. Contractor, as it
relates to purchases under the Contract,is not a sub-contractor, recipient,sub-recipient or sub-grantee,but
simply a Contractor,as defined in the OMB guidelines,and assumes no responsibilities under ARRA
beyond those required of a Contractor.
7.2 Employee Benefit Program. Participating Entity(ies)will participate with Contractor in
efforts to obtain eligible Employees' participation in the Employee Benefit Program.
Section 8. Notice of Administration Fees. Participant and any and all other Participating Entities
under this PA are hereby on notice of the following charges being paid by Contractor under the Contract.
• WSCA. Contractor is being charged a WSCA Administration Fee of 1110th of 1%(one-tenth of
one percent)of the Total Wireless Spend, pursuant to the schedule of payments set forth in the
Contract.
Section 9. Order of Precedence. The Parties acknowledge and agree that in the event of a conflict
between the terms contained in the various documents comprising this Agreement,the following order of
precedence will control: (a)this PA; (b)the Master Agreement;and (c)any Purchase Order issued in
connection therewith. This section specifically supersedes any order of precedence provisions set forth
elsewhere in the Agreement.
Section 10. Custom Offer. Provided Participating Entity remains in full compliance with the terms and
conditions of the Agreement,and subject to all corresponding restrictions set forth in this§10(including all
sub-sections and Tables),AT&T will provide Participant and its eligible CRUs the custom pooled Plans
described in§10.1 herein (the"GOV Pooled Nation Plans"or"Custom Offer").
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City of Elgin WSCA 3 PA—tp1621—112712-C-20530
The Custom Offer is available for the term of the Agreement. For all Custom Offers,the corresponding
CRU must be eligible to activate Service on the underlying,non-customized version of the Plan or offer.
The Custom Offer is not available to IRUs. In accordance with the Agreement,the Custom Offer is subject
to its underlying offer's corresponding Sales Information,which is incorporated herein by reference. To the
extent of any material conflict between the terms and conditions of this§10 and the applicable Sales
Information,this§10 will control. Notwithstanding the foregoing,no Custom Offer will be provided if
Customer's account is not active and in good standing with respect to the applicable CRU. The Custom
Offer is NOT eligible for the MSC Service Discount,any other discount provided under this Agreement, nor
any other discounts or promotions otherwise available to AT&T's customers.
10.1 GOV Pooled Nation Plans. Except as otherwise provided herein,the rates,terms
and conditions set forth in AT&Ts Business Pooled Nation Sales Information applies to the GOV Pooled
Nation Plans.
Table 10.1
GOV Pooled Nation Plans
GOV GOV GOV GOV GOV GOV GOV GOV GOV GOV GOV
Pooled Pooled Pooled Pooled Pooled Pooled Pooled Pooled Pooled Pooled Pooled
Nation Nation Nation Nation Nation Nation Nation Nation Nation Nation Nation
Plan Plan Plan Plan Plan Plan Plan Plan Plan Plan Plan
100 200 300 400 500 600 700 800 900 1000 6000
Monthly
Service $18.75 $21.75 $25.50 $29.25 $33.74 $36.00 $39.00 $42.00 $45.00 $48.75 $123.75
Charge
IN ni Anne 100 200 300 400 500 600 700 800 900 1000 6000
Overage 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25
Rate
Included
Nights 5000 5000 5000 5000 UNLIM UNLIM UNLIM UNLIM UNLIM UNLIM UNLIM
Weekend
Minutes
Included
Mobile to UNLIM UNLIM UNLIM UNLIM UNLIM UNLIM UNLIM UNLIM UNLIM UNLIM UNLIM
Mobile
Minutes
Domestic
Long Included Included Included Included Included Included Included Included Included Included Included
Distance
Domestic Included Included Included Included Included Included Included Included Included Included Included
Roaming
Only up to 4 GOV Pooled Nation Plans may be used on a Foundation Account Number(FAN
Section 11. Entire Agreement. The Agreement sets 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. Except as expressly provided in the Agreement,
terms and conditions inconsistent with,contrary or in addition to the terms and conditions of the Agreement
shall not be added to or incorporated herein by any subsequent purchase order;and any such attempts to
add or incorporate such terms and conditions are hereby rejected. The terms and conditions of the
Agreement shall prevail and govern in the case of any such inconsistent or additional terms.
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City of Elgin WSCA 3 PA-tp1621-112712-C-20530
IN WITNESS WHEREOF, the Parties have executed this PA as of the PA Effective Date.
CITY OF ELGIN
By: itaid. Attest:
, uthorized g lARA, ""l h)��
Name: Sean R. Stegall City Clerk Y
Title: City Manager
Date: December 5, 2012
AT&T MOBILITY NATIONAL ACCOUNTS LLC
By:AT&T Mobility Corporation, Its Manager
:yL
�'
, d . horized
Name: Theresa Page
Title: Sr Contract Manager
Date: November 27, 2012
4
City of Elgin WSCA 3 PA—tp1621—112712-C-20530
For Purchasing t"sc Only:
RTP,/CONTRACT#1907
MASTER SERVICE AGREEMENT
A Contract between the Western States Contracting Alliance
Acting by and through the State of Nevada
and
AI&:fMOBILITY NAITONAL ACCOI_NTSI.IC
RECITALS
Whereas, pursuant to Nevada Revised Statute(NRS) 277.100. NRS 277.110.NRS 333.162(1)(d),
and NRS 333.480 the Chief of the Purchasing Division of Nevada is authorized to enter into cooperative
group-contracting consortium:
Whereas, WSCA issued Request for Proposal #1907 for Wireless Voice Service, Wireless
Broadband Service.Accessories and Equipment. dated February 3, 2011. as amended, which is attached
hereto and incorporated herein as Attachment BB (the"Solicitation");
Whereas, Contractor submitted its Response to the Solicitation. which is attached hereto and
incorporated herein as Attachment CC (the "Response");
Whereas, on or about May 24, 2011.and in connection with the Solicitation, WSCA gave notice of
its intent to award contracts to certain entities including Contractor(the"Notice of Intent to Award");
Whereas. WSCA and Contractor intend to enter into a contract in connection with the Solicitation
and the Notice of Intent to Award that operates to both (a)set forth terms and conditions applicable
between WSCA and/or the Lead State.and Contractor with respect to the overall procurement;and(b) set
firth the primary. first-in-precedence terms and conditions applicable between Contractor and Participating
Entities participating in the Contract.
In consideration of the above premises, and for good and valuable consideration_ the receipt and
sufficiency of which is hereby acknowledged,the parties mutually agree as follows:
1. REQUIRED APPROVAL. The Master Service Agreement(aka the"Contract"")shall not
become effective until and unless approved by the WSCA Directors.
Page 1 nj I
•
Z. DEFINITIONS.
2.1 "Contract" and "Master Service Agreement" mean this document.entitled"Master
Service Agreement." including, without limitation, Contractor's Special Terms and Conditions,as may be
amended by the Lead State,and Contractor, together with other incorporated documents as more fully
described in §5 herein.
2.2 "Contractor"means the vendor entity that,along with WSCA. is a party to the Contract
and that performs services andfor provides goods for WSCA under the Contract.
2.3 "Fiscal Year" is the lead State's fiscal year, which is the period beginning July 1 and
ending June 30 of the following year.
2.4 "Participant" and/or"Participating State" means a state or other authorized entity that
(a)has executed a Participating Addendum: or(b)has signed(and not revoked)an Intent to Contract at the
time of the award of this Contract.
2.5 "Participating Addendum" and/or"PA"mean an agreement between Contractor and a
Participant, in form and substance substantially similar to Exhibit I to the Special "berms and Conditions,
through which such Participant participates in the Contract.
2.6 "Participating Entity" and/or"Buyer" mean a Participant. Participating State or other
entity properly authorized by a Participant to purchase services and products under the Contract.or that
otherwise participates in the Contract through the corresponding Participating Addendum.
2.7 "Special Terms and Conditions" means Contractor's additional terms and conditions,
unique to Contractor with respect to its corresponding services and products.which are attached hereto and
incorporated herein as Attachment AA.
2.8 "State" and/or"Lead State"means the State of Nevada and its state agencies, officers.
employees and immune contractors as defined in NRS 41.0307,and for purposes of this Contract. the
Lead State is acting on behalf of WSCA with the authority to enter into. and amend the Contract.
2.9 "Sub-PA" means a document executed by a Participating Entity participating in an
existing PA pursuant to which separate terms and conditions applicable only to that Participating Entity
and other authorized entities.
2.10 "Total Wireless Spend" means, with respect to the WSCA Administration Fee, the total
amount of the charges set forth on the invoices sent by Contractor to Participating Entities under the
Contract, less taxes and surcharges.
2.11 "WSCA"means the Western States Contracting Alliance,a cooperative'oup-contracting
consortium for state government departments, institutions, agencies and political subdivisions(i.e.,
Pulte 2"t 19
colleges, school districts, counties,cities, etc.,) for the states of Alaska, Arizona, California,Colorado,
llawai'i,Idaho,Minnesota,Montana,Nevada,New Mexico, Oregon, South Dakota, Utah, Washington and
Wyoming.
3. CONTRACT TERM. The Contract shall be effective from "'r IC/ 090/,L.- to
October 31,2016,(subject to the WSCA Directors' approval),unless sooner terminated by either Party as
specified in paragraph 21 herein. Each Participating Addendum executed in connection with the Contract
shall be effective from its corresponding effective date through the end of the Contract's term,unless
otherwise specified in that Participating Addendum. Notwithstanding the foregoing, Contractor and the
Lead State acknowledge and agree that Contractor may enter into a Participating Addendum with any
Participant hereunder on or after this Contract's"effective from"date upon approval of the Lead State.
Any such Participating Addendum so executed will be subject to the terms and conditions of this Contract.
4. CANCELLATION;NOTICE. The Contract may be canceled by either the Lead State or
Contractor upon written notice sixty(60)days prior to the effective date of the cancellation. Cancellation
of the Contract due to Contractor's default may be immediate. Further, any Participant may cancel its
Participating Addendum upon thirty(30)days written notice to Contractor,unless otherwise limited or
stated in the Participating Addendum. Any cancellation under this provision(a) may be in whole or in part;
and(b)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.
5. INCORPORATED DOCUMENTS; ORDER OF PRECEDENCE. The Contract consists of
this document, entitled"Master Service Agreement,"together with the following incorporated documents;
Contractor's Special Terms and Conditions,the Solicitation,and the Response. The document entitled
Master Service Agreement together with the Contractor's Special Terms and Conditions are intended by
the Parties to be the primary Participating Entity-facing contractual document in connection with the
Solicitation. To participate in the Contract,each Participating Entity must do so pursuant to a Participating
Addendum. In the event of any conflict between the terms and conditions of any of the documents
comprising or related to the Contract,the following order of precedence will control:
1. The applicable Participating Addendum and/or Sub-PA;
2. The Master Service Agreement;
3. Contractor's Special Terms and Conditions(Attachment AA);
4. The Solicitation (Attachment BB);
5. The Response(Attachment CC);
6. Any individual order placed on the Contract by a Participating Entity
Notwithstanding the foregoing, Contractor and WSCA expressly acknowledge and agree that the terms and
conditions unique to the states of Arizona, Montana,Oregon,and Utah,which were included under
Attachment K of the Solicitation,were for informational purposes only and are NOT incorporated into the
Contract by inclusion in the Solicitation.
Page 3of19
The parties acknowledge and agree that each Participating Addendum executed in accordance herewith
incorporates the terms and conditions of the Contract, and that the corresponding Participating Entities will
be bound to the terms and conditions of that Participating Addendum and the Contract.
Neither the Special Terms and Condition. nor any purchase order(s)issued under the Contract shall
contradict or supersede any terms and conditions in the Contract without written evidence or mutual assent
to such change(s) between Contractor and the lead State.
6. ]OMITTED]
7. ASSENT. 1 he parties agree that the terms and conditions listed on incorporated attachments of
this Contract are also specifically a part of this Contract and arc limited only by their respective order of
precedence and any limitations specified.
8. !OMITTED]
9. 'OMITTED]
10. ]OMITTED]
11. CONSIDERATION. The parties agree that Contractor will provide the services and products
specified in. and in accordance with the Contract. Contracted prices represent ceiling prices for the
supplies and services offered. Contractor shall report to the Lead State any price reduction or discount. or
other more favorable terms offered to any Participating Entity and the Contractor agrees to negotiate in
good faith to re-establish ceiling prices or other more favorable terms and conditions applicable to future
orders. Bid prices must remain firm for the full term of the Contract. In the case of error in the extension
of prices in the bid, the unit prices will govern. WSCA does not guarantee to purchase any amount under
this Contract. Estimated quantities in the Solicitation are for bidding purposes only and are not to be
construed as a guarantee to purchase any amount. If Contractor has quoted a cash discount based upon
early payment; discounts offered for less than-thirty (30)days have not been considered in making the
award. WSCA is not liable for any costs incurred by the bidder in proposal preparation.
12. PAYMENT. Payment is normally made within thirty(30)days following the date the entire
order is delivered or the date a correct invoice is received.whichever is later. After forty-five(45) days the
Contractor may assess overdue account charges up to a maximum rate of one(I) percent per month on the
outstanding balance. Payments will be remitted by mail. Payments may be made via a Participating State's
"Purchasing Card."
13. TAXES.
13.1 Payable By Participating Entities. Prices shall be exclusive of state sales and federal
excise taxes. Participating Entities may be required to show proof of any tax exemptions. Where a
Puke 4 a;i PV
Participating Entity is not exempt from sales taxes on sales within its state. such Participating Entity will be
liable for such taxes. and Contractor shall add the sales taxes on the billing invoice as a separate entry.
13.2 Payable by Contractor. Contractor will he responsible to pay all taxes, assessments.
fees,premiums, permits, and licenses required by law for it to pay. The I.ead State's applicable real
property and personal property taxes are the responsibility of Contractor in accordance with NRS 361.157
and NRS 361.159. Contractor agrees to be responsible for payment of any such applicable government
obligations not paid by its subcontractors during performance of this Contract. The Lead State may set-off
against consideration due any delinquent government obligation owed the Lead State in accordance with
NRS 353C.190.
14. FINANCIAL OBLIGATIONS OF PARTICIPATING ENTITIES. Participating Entities'
financial obligations are limited to such entities having available funds. Participants incur no financial
obligations on behalf of political subdiNisions. Unless otherwise specified in the Solicitation, the resulting
award(s)will he permissive.
15. ORDER NUMBERS. To the extent described in the Response.Contract order and purchase
order numbers shall he clearly shown on all acknowledgments. shipping labels, packing slips. invoices,and
on all correspondence.
16. WSCA ADMINISTRATION FEE; REPORTS. The Contractor will pay WSCA an
Administration Fee of1110th of 1%(one-tenth of one percent)of the Total Wireless Spend, pursuant to the
schedule of payments set forth in the Solicitation and Attachment G thereto. The Contractor shall submit
quarterly reports to the WSCA Contract Administrator in accordance with the requisites of Attachment G
to the RFP.
17. DELIVERY. The prices bid shall be the delivered price to any Participating Entity. 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 with the Contractor until final inspection and
acceptance. when responsibility shall pass to the Participating Entity except as to latent defects,fraud and
Contractor's 1N arranty obligations.
18. 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 any
Participating Entity. All safety data sheets and labels will be in accordance with each Participating State's
requirements.
19. INSPECTIONS. Goods furnished under the 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 he incomplete or in non-compliance with the Contract.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
Page 5 ref 19
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.
20. INSPECTION & AUDIT.
20.1 WSCA's Rights. The inspection and audit provisions of this §20.t run to the benefit of
WSCA. not to Participating Entities.
a. Books and Records. 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 the
Contract. Contractor agrees to keep and maintain under generally accepted accounting principles(GAAP)
full. true and complete records.contracts. books. and documents as arc necessary to fully disclose to
WSCA. the Lead State or United States Government. or their authorized representatives,upon audits or re-
views. 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 documentation,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 WSCA: the United States Government;the State Auditor 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 requirements of
this paragraph.
c. Period of Retention. All books. records,reports, and statements relevant to this
Contract must be retained a minimum four(4)years after the Contract terminates or or until all audits
initiated within the four(4)years have been completed. whichever is later,and for five(5)years if any
federal funds are used in the Contract. l'he retention period runs from the date of payment for the relevant
floods 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.
20.2 Participating Entities' Rights. Contractor will provide each Participating Entity with
reasonable access to Contractor's hooks and records related to the corresponding Participating Entity's
payments and participation in the Contract.
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21. DEFAULT; REMEDIES.
21.1. WSCA's Rights Upon Default. Any of the following events shall constitute cause for
WSCA to declare Contractor in default of the Contract: (1) nonperformance of contractual requirements
under the Contract; and/or(2)a material breach of any term or condition of the Contract. In order to
declare Contractor in default. WSCA shall issue a written notice of default providing a period in which
Contractor shall have a reasonable opportunity to cure the default(s). Time allowed for cure shall not
diminish or eliminate Contractor's liability for damages otherwise mailable under the Contract. 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 the Contract or portions thereof;
and/or(3)suspend Contractor from receiving future bid solicitations.
21.2 Participating Entity's Rights Upon Default. Any of the following events shall
constitute cause for a Participating Entity to declare Contractor in default of the corresponding Participating
Addendum or Sub-PA: (1) non-performance of contractual requirements; and/or(2) Contractor's material
breach of any term or condition of the Participating Addendum or Sub-PA. In order to declare Contractor
in default. a Participating Entity shall issue a written notice of default providing a period in which
Contractor shall have a reasonable opportunity to cure the default(s). Time allowed for cure shall not
diminish or eliminate Contractor's liability for damages otherwise available under the Participating
Addendum. If the default remains after Contractor has been provided the opportunity to cure,the
Participating Entity may do one or more of the following: (1)exercise any remedy provided by law;
(2)terminate the Participating Addendum, Sub-PA. or portions thereof.
21.3 No Cross Termination. Notwithstanding the foregoing, in the event of a default by
Contractor hereunder.then(a)an individual Participating Entity tnav not terminate the Contract but,
instead. may only terminate its own PA: (b) WSCA may not terminate an individual Participating
Addendum or Sub-PA. except as a consequence of its termination of the Contract; and(c)a Participating
Entity that is not (i)concurrently the Participant or Participating State under the corresponding Participating
Addendum, or(ii)a party to a valid Sub-Participation Addendum. may not terminate the corresponding
Participating Addendum or Sub-PA and. instead may only terminate any outstanding. unfilled purchase
orders made in connection with the corresponding Participating Addendum or Sub-PA.
21.4 Post-Termination Issues. In the event of termination of the Contract or a Participating
Addendum for any reason, the parties agree that the provisions of this paragraph survive termination:
a. 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 the
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:
b. Contractor shall satisfactorily complete work in progress at the agreed rate(or
a pro rata basis if necessary) if so requested by WSCA or a Participating Entity;
Page 9
c. Contractor shall execute any documents and take any actions necessary to
effectuate an assignment of this contract if so requested by WSCA:
d. Contractor shall preserve, protect and promptly deliver into WSCA's
possession all of WSCA's proprietary information in accordance with paragraph (31).
22. REMEDIES NON-EXCLUSIVE. 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 reason-
able attorneys' fees and costs. It is specifically agreed that reasonable attorneys' fees shall include without
limitation$125 per hour for attorneys employed by the Lead State. The Lead State may set off
consideration against any unpaid obligation of Contractor to Lead State in accordance with NRS 353C.190.
or the applicable Participating Addendum. A Participating Entity's right of set-off shall be in accordance
with the law of the Participating Entity's state. and the provisions of the applicable Participating
Addendum.
23. LIMITED LIABILITY. The Lead State will not waive and intends to assert available NRS
chapter 41 liability limitations in all cases. Contract liability of Contractor. WSCA,the Lead State.and/or
any and all Participating Entities 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. WSCA. the
Lead State and/or any and all Participating Entities 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 the possibility of such damages. and in no event shall either party be liable to the other party for punitive
damages.
24. FORCE MAJEURE. Neither party to this Contract shall be deemed to be in violation of this
Contract if it is prevented from performing any of its obligations hereunder due to strikes, failure of public
transportation,civil or military authority,act of public enemy.accidents. tires,explosions,or acts of God.
including,without limitation, earthquakes. floods,winds, or storms. 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 terms of the Contract after the intervening cause ceases. WSCA
may terminate this Contract after determining such delay or default will reasonably prevent successful
performance of the Contract.
25. INDEMNIFICATION.
25.1 Contractor's Obligations to WSCA. To the fullest extent permitted by law. Contractor
shall indemnify,hold harmless and defend, not excluding the Lead State's right to participate,the Lead
State and/or WSCA from and against all liability. claims, actions. damages, losses, and expenses, includ-
ing, 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.
Page 19
25.2 Contractor's Obligations to Participating Entities. 1 he Contractor shall release.
protect. indemnify and hold Participating Entities 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.
25.3 Exception. Contractor will not be liable for damages that are the result of negligence or
willful misconduct by WSCA. the Participating Entities. andIor their respective employees, officers and
agencies.
26. INSURANCE SCHEDULE. Unless expressly waived in writing by the Lead State or
Participating States. Contractor, as an independent contractor and not an employee of the Lead State or
Participating States. must carry policies of insurance in amounts specified in this Insurance Schedule and/or
any Insurance Schedule agreed by Contractor and a Participating State via a participating addendum, and
pay all taxes and fees incident hereunto. The Lead State and Participating States shall have no liability
except as specifically provided in the Contract. The Contractor shall not commence work before:
I} Contractor has pros ided the required evidence of insurance to the l.cad State.
The Lead 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 Lead State to timely
approve shall not constitute a waiver of the condition.
Insurance Coverage: 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 stated herein or otherwise agreed to by the Lead 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 Lead State of the completion of this Contract: or
2. Such time as the insurance is no longer required by the Lead State under the terms of this Contract.
Any insurance or self-insurance available to the Lead State shall be excess of and non-contributing with
any insurance required from Contractor. Contractor's required insurance policies shall apply on a
primary basis. Until such time as the insurance is no longer required by the Lead State. Contractor shall
provide the Lead 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 immediatelti replace such insurance or bond with an insurer meeting the requirements.
Contractor agrees that the following insurance coverages and policy limits shall also apply to,and operate
for the benefit of,each Participating Entity that participates in this Contract pursuant to a Participating
Entity.
Page 9 qt 19
Workers'Compensation and Employer's Liability Insurance
1) Contractor shall provide proof of worker's compensation insurance.
2) Employer's Liability insurance with a minimum limit of S500,000 each employee per
accident for bodily injury by accident or disease.
Commercial General Liability Insurance
1 ) Minimum Limits required:
$25,000,000.00 General Aggregate
$25,000,000.00 Products& Completed Operations Aggregate
$5,000,000.00 Personal and Advertising Injury
S5,000,000.00 Each Occurrence
2) Coverage shall be on an occurrence basis and shall be at least as broad as ISO 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 Liability Insurance
1) Minimum I.imit required: SWaived 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 Liability Insurance
Minimum Limit required: S 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 Liability 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: SWaived 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.
General Requirements:
b. Waiver of Subrogation: Each liability insurance policy shall provide for a waiver of subrogation as
to additional insureds.
c. Cross-Liability: All required liability policies shall provide cross-liability coverage as would be
achieve under the standard ISO separation of insureds clause.
d. Deductibles and Self-Insured Retentions: Any deductible or self-insured retention shall he at the
sole risk of the Contractor.
c. Policy Cancellation: Except for ten (10) days notice for nonpayment of premium, each insurance
policy shall be endorsed to state that: without thirty (30) days prior written notice to the Lead State.
the policy shall not be canceled or non-renewed, and shall provide that notices required by this
paragraph shall he sent by mail to the address identified on page 1 of the Contract.
Page In ref 19
f. Approved Insurer: Each insurance policy shall be:
1) Issued by insurance companies authorized to do business in the Lead State and Participating States or eligible
surplus lines insurers acceptable to the Lead State and Participating States and having agents 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 Lead State:
1) Certificate of Insurance: The Acord 25 Certificate of Insurance form or a form substantially similar
must be submitted to the State to evidence the insurance policies and coverages required of Contractor.
2) Schedule of Underlying Insurance Policies: If Umbrella or Excess policy is evidenced to comply
with minimum limits. a copy of the Underlver Schedule from the Umbrella or Excess insurance policy
may be required.
Review and Approval: Documents specified above must be submitted for review and approval by the
Lead State prior to the commencement of work by Contractor. Neither approval by the Lead 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 l.ead State or others. and shall be in addition to and not in lieu of any other
remedy available to the Lead State or Participating States under this Contract or otherwise.
Mail all required insurance documents to the Lead State identified on page one of the Contract
27. COMPLIANCE WITH LEGAL OBLIGATIONS. Any and all supplies. services and
equipment bid and furnished shall comply fully with all applicable Federal and State laws and regulations.
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.
28. 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.
29. SEVERABILITY. IL 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.
30. ASSIGNMENT/DELEGATION. 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. Contractor shall not assign. sell. transfer, subcontract or sublet rights,or
delegate responsibilities under this Contract, in whole or in part, without the prior written approval of the
WSCA Contract Administrator. which approval shall not be unreasonably withheld.
31. OWNERSHIP OF PROPRIETARY INFORMATION. Any reports.histories. studies.tests,
manuals, instructions, photographs. negatives,blue prints,plans.maps, data, system designs, computer
code. or any other documents or drawings. prepared or in the course of preparation by Contractor(or its
subcontractors) specifically for WSCA in performance of Contractor's obligations under this Contract
(collectively,the"Specially Prepared Proprietary Information") shall be the exclusive property of WSCA
and all such Specially Prepared Proprietary Information, that has not already been delivered into WSCA"s
possession. shall be delivered into WSCA.possession by Contractor upon completion"termination, or
cancellation of this Contract. For purposes of this delivery obligation, Contractor shall provide the
Specially Prepared Information to the I.cad State. Contractor shall not use, willingly allow,or cause to
have such Specially Prepared Information used for any purpose other than performance of Contractor's
obligations under this Contract without the prior‘Nritten consent of WSCA. Notwithstanding the
foregoing. unless otherwise specifically stated in the Contract, neither WSCA nor any Participating Entities
shall have any proprietary interest in any reports. histories, studies. tests. manuals, instructions.
photographs.negatives, blue prints. plans. maps,data, system designs, computer code,or any other
documents or drawings. any pre-existing works or materials, or any materials licensed to WSCA (or
otherwise provided for WSCA's use)that are NOT specifically prepared by Contractor for Vv'SCA in
performance of Contractor's obligations under this Contract,whether such materials are subject to patent.
trademark or copyright protection or otherwise.
32. PATENTS,COPYRIGHTS, ETC. The Contractor shall release. indemnify and hold WSCA.
the Lead State.and Participating States and their officers, agents and employees harmless from liability of
any kind or nature, including the Contractor's use of any copyrighted or un-copyrighted composition. secret
process, patented or unpatented invention, article or appliance furnished or used in the performance of this
Contract.
33. PUBLIC RECORDS. Pursuant to NRS 239.010, information or documents received from
Contractor may be open to public inspection and copying. The Lead 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 333.3 33.provided that Contractor thereby agrees to indemnify and defend the Lead State for honoring
such a designation. The failure to so label any document that is released by the Lead State shall constitute a
complete waiver of any and all claims for damages caused by any release of the records.
The above provision applies to WSCA and the bead State.and does not inure to the benefit of
Participating Entities. Information or documents produced or received by a Participating Entity in
connection with participation in this Contract shall be subject to the public records laws of the Participating
Entity's state, .and the provisions of the applicable Participating Addendum.
34. CONFIDENTIALITY. Contractor shall comply with applicable laws with respect to
confidentiality of all information, in whatever form,produced,prepared. observed or received by
Page r?Qf 19
Contractor in connection with the Contract. Unless otherwise mandated by court order. or unless otherwise
required by applicable law.Contractor shall keep confidential all information observed or received by
Contractor in connection with the Contract to the extent that such information is made confidential under
the terms of this Contract.
35. 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. 11246,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 1973,or the Americans with Disabilities Act of 1990 which prohibits
discrimination on the basis of disabilities. Contractor further agrees to furnish information and reports to
requesting Participating Entities. upon request.for the purpose of determining compliance with these
statutes. Contractor agrees to comply with each individual Participating State's certification requirements,
if any, as stated in the special terms and conditions. This Contract may be canceled if the 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 arc bound by this
provision.
36. 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 r debarment, declared ineligible or voluntarily excluded from
participation in this transaction b. any federal department or agency. This certification is made pursuant to
the regulations implementing Executive Order 12549. Debarment and Suspension. 28 C.F.R. pt. 67.
*67.510.as published as pt. VII of the May 26. 1988. Federal Register(pp. 19160-192111.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 terms. conditions,and
requirements of the Americans with Disabilities Act of 1990(P.L. 101-136).42 U.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, P.1.. 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.)
Page 13of'!9
37. LOBBYING. The parties agree. whether expressly prohibited by federal 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. counsel or
hoard:
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. counsel or board.
38. NON-COLLUSION. Contractor certifies that this Contract and the underlying bid.have been
arrived at independently and have been 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.
39. WARRANTIES. Contractor warrants that all services.deliverables, andior work product under
this Contract shall be completed in a workmanlike manner consistent with standards in the trade,
profession.or industry. Except as specifically set forth above. Contractor makes no representations or
warranties, express or implied. and specifically disclaims any representation or warranty of
merchantability, fitness for a particular purpose. title. non-infringement or any warranty arising by usage
of trade or course of dealing. Further, Contractor makes no representation or warranty that wireless calls
or other transmissions will be routed or completed without error or interruption (including calls to 91 1 or
any similar emergency response number). or guarantee regarding network security, the encryption
employed by any service, the integrity of any data that is sent. backed up. stored or subject to load
balancing. or that contractor's security procedures will prevent the loss or alteration of, or improper
access to. a Participating Entity's data and information. Contractor does not authorize anyone to make a
warranty of any kind on its behalf. and Participating Entities should not rely on anyone making such
statements. Contractor is not the manuflicturer of equipment purchased by or provided to participating
entities in connection with use of the service.
40. CONFLICT OF INTEREST. Contractor certifies that it has not offered or given any gill or
compensation prohibited by the state laws of any WSCA Participating Entities to any officer or employee
of WSCA or Participating Entities to secure favorable treatment with respect to being awarded this
Contract.
41. INDEPENDENT CONTRACTOR. Contractor shall be an independent contractor. and as such
shall have no authorization, express or implied to bind WSCA or the respective Participating Entities to
any agreements. settlements. liability or understanding whatsoever,and agrees not to perform any acts as
agent for WSCA or the Participating Entities.except as expressly set forth herein.
Page 14 of 19
42. POLITICAL SUBDIVISION PARTICIPATION. Participation under this Contract by
authorized political subdivisions shall be voluntarily determined by the corresponding political subdivision.
Contractor agrees to provide products and services to such political subdivisions based upon the same
terms, conditions and prices set forth in the corresponding Participating Addendum.
43. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing
this Contract, a Participating Addendum. and`or order,as applicable.on behalf of the corresponding party
has full power and authority to do so. Contractor acknowledges that as required by statute or regulation the
Contract is effective only after approval by the WSCA Board of Directors and only for the period of time
specified in the Contract. Except as otherwise provided herein. 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.
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.
44. GOVERNING LAW; JURISDICTION.
44.1 Lead State. .1 he parties acknowledge and agree that with respect to Contractor and the
Lead State andlor WSCA.the rights and obligations of the parties hereto shall be governed and construed
in accordance with the laws of'the state of Nevada. without giving effect to any principle of conflict-of-law
that would require the application of the law of any other jurisdiction. The parties consent to the exclusive
jurisdiction of the First Judicial District Court, Carson City. Nevada for enforcement of this Contract.
44.2 Participating Entities. The construction and effect of any Participating Addendum or
order against the Contract shall be governed by and construed in accordance with the laws of the
corresponding Participating Entity_ Venue for any claim.dispute or action concerning an order placed
against the Contract or the effect of a Participating Addendum shall be in the Participating Entity's State.
45. SIGNATURES IN COUNTERPART. The Contract may be signed in any number of
counterparts. each of which shall he an original, but all of which together shall constitute one in the same
instrument.
46. 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. Each Participating Entity expressly acknowledge and agree that it will be bound by the
terms and conditions of the Contract and by all existing or future amendments or modifications thereto, all
of which arc incorporated herein by reference, without the necessity of further action or notice by
Contractor or the Lead State. Each Participating Entity hereby consents to and waives notice of any such
amendments and modifications.
47. ENTIRE CONTRACT. This Contract. its integrated attachments)and, the Participating
Addenda, as applicable constitute the entire agreement of the parties and such are intended as a complete
Page Ii 1/79
terms and conditions of the Contract and by all existing or future amendments or modifications thereto,all
of which are incorporated herein by reference,without the necessity of further action or notice by
Contractor or the Lead State. Each Participating Entity hereby consents to and waives notice of any such
amendments and modifications.
47. ENTIRE CONTRACT. This Contract, its integrated attachment(s)and,the Participating
Addenda,as applicable constitute the entire agreement of the parties and such are intended as a complete
and exclusive statement of the promises, representations, negotiations,discussions, and other agreements
that may have been made in connection with the subject matter hereof.
IN WITNESS WHEREOF,the parties hereto have caused this Contract to be signed and intend to be
legally bound thereby.
62-07 /e)
Independent Contractor's S' ature Date Independent's Contractor's Title
�.� ;re G V c.
Signature Date Title
APPROVED BY WSCA DIRECTORS
(Greg Smith, 4dmi strator, State of Nevada
On /14 On
(Date) (Date)
Approved as to form by:
On ;_.....
Deputy Attorney General for Attorney General (Date)
Page 16oJ19
ATTACHMENT AA
CONTRACTOR'S SPECIAL TERMS AND CONDITIONS
SECTION 1. SERVICE, EQUIPMENT,AND ADDITIONAL PRODUCTS; SALES INFORMATION.
1.1 Service. Contractor, through Carriers, will provide Service to Participating Entities and
their respective CRUs and IRUs pursuant to the terms and conditions of the Contract including, without
limitation, corresponding Sales Information. Except as otherwise set forth in the Contract, Service including,
without limitation, eligibility requirements, Plans, pricing, features, promotions, offers, and/or Service Areas
is subject to change without notice; provided, however, that the Service Discount and Equipment Discount
may only be changed by written amendment executed by both Parties. End Users must qualify for the
chosen Service. If an End User loses his or her eligibility for a Service, Contractor may change the Service
to one for which they qualify. Service is available for purchase only in Contractor Markets, as may be
modified by Contractor from time to time.
1.1.1 Plans. Participating Entities may choose from (a)Voice Service and Wireless Data
Service Plans found at the"Plans" page of the Program Website, as may be modified by Contractor from
time to time; and (b) custom Plans set forth in the Contract. The pricing, terms and conditions of the Service
depend upon the Plan, feature, promotion or other offer selected when Service is activated or changed.
1.2 Equipment. Contractor will provide Equipment and accessories to Participating Entities
and their respective CRUs and IRUs pursuant to the terms and conditions of the Contract including, without
limitation, corresponding Sales Information. With respect to Numbers provisioned from Contractor Markets,
Participating Entities may purchase available Equipment found at the"Equipment" page of the Program
Website, the list of which may be modified by Contractor from time to time. Specific models of Equipment
are subject to availability limitations. Subject to availability, and Contractor's receipt of complete order
information, Contractor will ship Equipment ordered by a Participating Entity and/or its End User to the
address specified in the order within seventy-two (72) hours of Contractor's receipt of the order. Title and
risk of loss will pass to Participating Entity upon delivery of the Equipment to the address specified in the
order. Each Participating Entity is responsible for all phones and other Equipment containing a SIM
assigned to it and/or its CRUs under such Participating Entity's account. Equipment must be compatible
with, and not interfere with, the Service and must comply with all applicable laws, rules, and regulations.
Each Participating Entity is responsible for the purchase and maintenance of any additional hardware,
software and/or Internet access from PCs required to use the Service. Equipment not purchased from
Contractor or its authorized distributors (a) may not provide some or all of the features included in the
Service; and (b) may not allow use of features and functions when off of Contractor's wireless network,
including those that work while on Contractor's wireless network, and CALLS TO 911 MAY NOT GO
THROUGH ON ANY NETWORK. Contractor may periodically program a Participating Entity's Equipment
remotely with system settings for roaming service, to direct such Participating Entity's Equipment to use
network services most appropriate for its CRUs' typical usage, and other features that cannot be changed
manually. Equipment purchased for use on Contractor's system is designed for use exclusively on such
system. Participating Entities and their CRUs won't make any modifications to the Equipment or
programming to enable the Equipment to operate on any other system. Contractor may, at its sole and
absolute discretion, modify the programming to enable the operation of the Equipment on other systems.
Participating Entities are solely responsible for complying with U.S. Export Control laws and regulations and
the import laws and regulations of foreign countries when their CRUs are traveling internationally with
Equipment. Call timers included in the Equipment are not an accurate representation of actual billed usage.
Page 18 of 32
1.3 Additional Products. Contractor may provide Additional Products to Participating Entities
and their respective CRUs and IRUs pursuant to the terms and conditions of the Contract including, without
limitation, corresponding Attachments and/or Sales Information, all of which are incorporated herein by
reference. To the extent a Participating Entity orders or accepts any Additional Product, such Participating
Entity will be bound by the rates, terms and conditions set forth in the corresponding Attachment and/or
Sales Information. In the event Contractor materially modifies an Attachment, a Participating Entity may opt
out of the corresponding Additional Product by providing Contractor with written notice to that effect. If such
Participating Entity provides such opt-out notice, then Contractor has the option of terminating the
corresponding Additional Product immediately, or allowing the Participating Entity to continue to use the
Additional Product under the immediately prior version of the Attachment for a period of time to be
determined solely by Contractor, during which Contractor and the Participating Entity will cooperate on
developing a path towards terminating Participating Entity's use of the Additional Product. Contractor
represents that, with respect to the Additional Products, Contractor has the authority (a) to sell, resell, sub-
license such Additional Products; and/or(b) distribute the corresponding software license agreements,
warranty and/or maintenance service terms, as applicable. Title to any software referred to herein remains
with Contractor or the corresponding third party.
1.4 Sales Information; Attachments. Service, Equipment and Additional Products are
provided to Participating Entities subject to the terms and conditions set forth in the corresponding
Attachments and/or Sales Information, as applicable; provided, however, that all such Service, Equipment
and Additional Products remain subject to the terms and conditions of the Agreement as well. Participating
Entities can contact their Contractor account representative for copies of, or references to any such Sales
Information. Any provisions in Sales Information or an Attachment governing Service, Equipment or an
Additional Product which, by their terms, are to exist for a specified period of time, will survive any
termination or expiration of the Contract.
SECTION 2. DISCOUNTS.
2.1 Service Discount. Contractor will provide Participating Entities' CRUs with a Service
Discount of TWENTY-FIVE PERCENT(25%). Contractor will provide Participating Entities' IRUs with a
Service Discount of SEVENTEEN PERCENT (17%). Contractor will only apply the Service Discount to the
Monthly Service Charge of eligible Plans. Contractor will not apply the Service Discount to other monthly
service charges such as monthly recurring charges for features, and/or any other charges under the
Contract. Contractor may restrict certain Plans or certain other discount programs from qualifying for the
Service Discount. Contractor will advise WSCA when such restrictions apply. It may take several billing
cycles for the Service Discount to be applied.
2.2 Equipment Discount; Accessories. Subject to the restrictions set forth in this§2.2,
Contractor will provide Participating Entities with an Equipment Discount of FIFTY PERCENT(50%) off the
prices of select Equipment found at the"Equipment" page of the Program Website, as may be modified by
Contractor from time to time. Contractor will apply the Equipment Discount only to the prices set forth on the
corresponding Program Website page. The Equipment Discount does not apply to accessories to
Equipment. Instead, Contractor will provide a discount of THIRTY PERCENT(30%) off the price of such
accessories found at each Participating Entity's corresponding Premier website. 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.
2.3 Custom Offers. Notwithstanding anything to the contrary elsewhere in the Contract,
WSCA expressly authorizes Contractor to make certain customized offers to individual Participating Entities
based on competitive necessity. Any such custom offers do not need to be provided to all Participating
Page 19 of 32
Entities; provided, however, that Contractor will consider providing such customized offer(s) to similarly
situated Participating Entities under the Contract.
SECTION 3. EMPLOYEE BENEFIT PROGRAM. Contractor will provide Participating Entities the ability
to have their Employees participate in the Employee Benefit Program described herein. Such Employees
will be IRUs under the Contract, and must be correspondingly validated as eligible to be an IRU thereunder.
Any Employees not so validated will not be IRUs under the Contract and will not receive the corresponding
benefits. IRUs may not be eligible for certain Plans, Equipment and/or Additional Products under the
Contract.
3.1 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 an 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, including without limitation paying
any applicable enrollment fees.
3.2 Employee Benefit Program Features. Under the Employee Benefit Program: (a) IRUs
may choose from select Plans available to Participating Entities under the Contract(provided they qualify for
the chosen Plan); (b) IRUs will receive the Service Discount in accordance with §2.1 of these Special Terms
and Conditions; and (c) IRUs will receive the Equipment Discount in accordance with §2.2 of these Special
Terms and Conditions.
SECTION 4. CHARGES AND PAYMENT.
4.1 Charges.
4.1.1 Generally. Monthly service and certain other charges are billed in arrears. Unless
otherwise provided in the corresponding Sales Information, if a selected Plan includes a predetermined
allotment of services (e.g., 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. If
Equipment is shipped to Participating Entity or a CRU, Services may be activated before delivery of the
Equipment so that it can be used promptly upon receipt. Thus, Participating Entity may be charged for
Services while the Equipment is still in transit. Contractor may bill Participating Entity in a format as
Contractor determines from time to time. Additional charges may apply for additional copies of invoices. All
data and messaging allowances must be used in the billing period in which the allowance is provided.
Billing of usage for calls, messages, data or other services (such as usage when roaming on other carriers'
networks, including internationally) may occasionally be delayed. Such usage charges may appear in a later
billing cycle, will be deducted from "Anytime" monthly minutes or other Service allotments for the month
when the usage is actually billed, and may result in additional charges for that month. Those minutes will be
applied against Participating Entity's"Anytime" monthly minutes in the month in which the calls appear on
the corresponding bill. Participating Entity also remains responsible for paying the Monthly Service Charge
if Service is suspended for nonpayment. 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. Particular services may incur charges in a different
manner than set forth herein, and Contractor will advise Participating Entity of any such differences in the
corresponding Attachment and/or Sales Information.
4.1.2 Voice Service Charges. AIRTIME AND OTHER MEASURED USAGE
("CHARGEABLE TIME") IS BILLED IN FULL-MINUTE INCREMENTS, AND ACTUAL AIRTIME AND
Page 20 of 32
USAGE ARE ROUNDED UP TO THE NEXT FULL-MINUTE INCREMENT AT THE END OF EACH CALL
FOR BILLING PURPOSES. CONTRACTOR CHARGES A FULL MINUTE OF AIRTIME USAGE FOR
EVERY FRACTION OF THE LAST MINUTE OF AIRTIME USED ON EACH WIRELESS CALL. UNLESS
OTHERWISE PROVIDED IN THE SALES INFORMATION FOR A PARTICULAR PLAN OR FEATURE,
MINUTES WILL BE DEPLETED ACCORDING TO USAGE IN THE FOLLOWING ORDER: NIGHT AND
WEEKEND MINUTES, MOBILE TO MOBILE MINUTES, ANYTIME MINUTES AND ROLLOVER, EXCEPT
THAT MINUTES THAT ARE PART OF BOTH A LIMITED PACKAGE AND AN UNLIMITED PACKAGE
WILL NOT BE DEPLETED FROM THE LIMITED PACKAGE. Chargeable Time begins for outgoing calls
when pressing SEND (or similar key) and for incoming calls when a signal connection from the caller is
established with Contractor's facilities. Chargeable Time ends after pressing END (or similar key), but not
until the Equipment's signal of call disconnect is received by Contractor's facilities and the call disconnect
signal has been confirmed. All outgoing calls on Contractor's wireless 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. Chargeable Time 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 Contractor's facilities, including by way of example,
voice mail deposits and retrievals, and call transfers. 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.
4.1.3 Wireless Data Service Charges. DATA TRANSPORT IS CALCULATED IN FULL-
KILOBYTE INCREMENTS, AND ACTUAL TRANSPORT IS ROUNDED UP TO THE NEXT FULL-
KILOBYTE INCREMENT AT THE END OF EACH DATA SESSION FOR BILLING PURPOSES.
CONTRACTOR CALCULATES A FULL KILOBYTE OF DATA TRANSPORT FOR EVERY FRACTION OF
THE LAST KILOBYTE OF DATA TRANSPORT USED ON EACH DATA SESSION. TRANSPORT IS
BILLED EITHER BY THE KILOBYTE ("KB") OR MEGABYTE ("MB"). IF BILLED BY MB, THE FULL KBs
CALCULATED FOR EACH DATA SESSION DURING THE BILLING PERIOD ARE TOTALED AND
ROUNDED UP TO NEXT FULL MB INCREMENT TO DETERMINE BILLING. IF BILLED BY KB, THE FULL
KBs CALCULATED FOR EACH DATA SESSION DURING THE BILLING PERIOD ARE TOTALED TO
DETERMINE BILLING. NETWORK OVERHEAD, SOFTWARE UPDATE REQUESTS, EMAIL
NOTIFICATIONS AND RESEND REQUESTS CAUSED BY NETWORK ERRORS CAN INCREASE
MEASURED KILOBYTES. Utilizing compression solutions may or may not impact the amount of kilobytes
calculated for data transport. For Wireless Data Service that permits Voice Service usage at pay per use
rates, airtime and other measured usage will be billed in full minute increments and rounded up to the next
full minute increment at the end of each call. Participating Entity is responsible for all Wireless Data Service
usage sent through Contractor's wireless 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. Data sent and received includes, but
is not limited to, downloads, email, overhead and software update checks. If 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 wireless 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. Usage on networks not owned by Contractor is limited as provided in the corresponding Wireless
Data Service Plan. Unless designated for international or Canada use, Plan prices and included use apply
to access and use on Contractor's wireless network and the wireless networks of other companies with
Page 21 of 32
which Contractor has a contractual relationship within the United States and its territories (Puerto Rico and
the U.S. Virgin Islands), excluding areas within the Gulf of Mexico.
4.1.4 Other Monthly Charges. In addition to the monthly cost of the Plan and any
selected features, Contractor imposes the following charges: (a) a Regulatory Cost Recovery Charge of up
to$1.25 to help defray its cost incurred in complying with obligations and charges imposed by state and
federal telecom regulations, (b) a gross receipts surcharge, (c) state and federal universal service charges,
and (d) other governmental assessments on Contractor. These fees are not taxes or government-required
charges. Participating Entity understands and agrees that state and federal universal service fees and other
governmentally imposed fees, whether or not assessed directly upon Participating Entity, may be increased
based upon the government's or Contractor's calculations.
4.1.5 Disputed Charges. Except as otherwise provided by law with respect to
unauthorized charges, disputed charges must be disputed to Contractor in writing within six (6) months after
the date of the affected invoice, or the right to dispute is waived. In the event of a disputed invoice,
Participating Entity will pay the entire undisputed amount of the invoice. Contractor, Participating Entity and
Carriers will use their good faith efforts to reconcile the dispute within sixty (60) days of submission of the
dispute to Contractor.
4.2 Payment. Each Participating Entity must pay all charges, including, without limitation,
airtime, roaming, recurring monthly service, optional feature charges, license fees, toll, collect call and
directory assistance charges, Service charges, Equipment charges, Additional Products charges, and any
other charges or calls billed to its CRUs' phone number. Participating Entities may be billed for multiple
types of usage simultaneously. Participating Entities must also pay applicable taxes and governmental fees
(regardless of whether they are imposed on Participating Entity, a CRU, Contractor or a Carrier),
administrative and late payment fees, restoral and reactivation charges, and any Other Monthly Charges (as
defined in §4.1.4 herein). 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. Contractor acknowledges
that in certain instances, a Participating Entity may be tax-exempt. Contractor will accord the proper tax-
exempt stats to each Participating Entity that properly establishes such status. Notwithstanding this tax-
exempt status, each Participating Entity must pay any and all taxes, fees, surcharges and other charges
incurred under the Contract not covered by its tax-exempt status.
SECTION 5. MISCELLANEOUS.
5.1 Service Availability/Interruption. Service will be available only within the operating
range of each Carrier's wireless system in Contractor Markets and where roaming is available through other
carriers (each, a"Service Area"). Contractor may from time to time add or delete Service Areas, and
Contractor may terminate Service to a Participating Entity(ies)' CRU(s) in any such deleted Service Area
and/or terminate a Participating Addendum, if the Service Area deletion affects all of a Participating
Entitiy(ies)' CRUs. Gaps in Service occur within the Service Areas shown on coverage maps, which, by
their nature, are only approximations of actual coverage; therefore, Contractor does not guarantee
uninterrupted Service. Unless prohibited by law, Service may be interrupted, delayed or otherwise limited
for a variety of reasons, including environmental conditions, unavailability of radio frequency channels,
system capacity, priority access by National Security and Emergency Preparedness personnel in the event
of a disaster or emergency, coordination with other systems, equipment modifications and repairs, and
problems with the facilities of interconnecting carriers. Contractor may block access to certain categories of
numbers (e.g., 976, 900 and international destinations) at its sole discretion. In addition, Contractor may
interrupt or terminate Service without notice: (a) for any conduct that Contractor believes violates the
Contract or any terms and conditions of a Plan; (b) if a Participating Entity's representative or CRU behaves
Page 22 of 32
in an abusive, derogatory, or similarly unreasonable manner with any of Contractor's representatives; and/or
(c) if Contractor has reasonable cause to believe that a CRU's Equipment is being used for an unlawful
purpose or in a way that(i) is harmful to, interferes with, or may adversely affect the Service, Contractor's
owned network or the network of any other provider, (ii) interferes with the use or enjoyment of Services
received by other customers, (iii) infringes intellectual property rights, (iv) results in the publication of
threatening or offensive material, or(v) constitutes spam or other abusive messaging or calling, a security
risk or a violation of privacy.
5.2 Processes and Procedures. Participating Entity will follow the policies and processes
established by Contractor to purchase, activate, migrate, terminate, or otherwise modify a Service, including
without limitation AT&T Mobile Services and Equipment, as may be modified from time to time. Participating
Entity authorizes Contractor to provide information about and to make changes to Participating Entity's
account, including adding new Service, upon the direction of any individual representative of Participating
Entity able to provide information Contractor deems sufficient to identify Participating Entity. Any order for
Service that Participating Entity's representative submits to Contractor will be binding upon Participating
Entity pursuant to the terms and conditions of this Contract. Contractor may reasonably rely on the authority
of any person who executes an order on Participating Entity's behalf. Participating Entity consents to the
use by Contractor or its authorized agents of regular mail, predictive or autodialing equipment, email, text
messaging, facsimile or other reasonable means to contact Participating Entity and/or its CRUs to advise
Participating Entity and/or its CRUs about Contractor's Services or other matters Contractor believes may be
of interest to Participating Entity and its CRUs. In any event, Contractor reserves the right to contact
Participating Entity and/or its CRUs by any means regarding customer service-related notifications, or other
such information.
5.3 Identification and Password. Before Participating Entity may use certain Contractor
online activation, enrollment, configuration and/or support services, an authorized representative of
Participating Entity must register with Contractor and create a login identification ("ID") and password. Use
of this login ID and password will enable Participating Entity and/or its employees and agents to make
certain changes to Participating Entity's and/or CRUs' account(s). Participating Entity is solely responsible
for maintaining adequate security and control of any and all IDs, passwords, or any other codes that are
created by Participating Entity, or issued to Participating Entity by Contractor, for purposes of giving
Participating Entity access to activation, enrollment, configuration and support services. Contractor is
entitled to rely on information it receives from Participating Entity or its agents and may assume that all such
information was submitted by or on behalf of Participating Entity.
5.4 Fraud Prohibited. Participating Entity and its respective CRUs and IRUs (if applicable)
will not use or assist others to use the Service or Equipment for any unlawful, unauthorized, abusive or
fraudulent purpose. If Participating Entity's Equipment is lost or stolen, Participating Entity and/or its CRUs
can report the Equipment as lost or stolen and suspend Service without a charge by contacting Contractor at
the phone number listed on the monthly invoice or at wireless.att.com. Participating Entity is responsible for
all charges incurred until Participating Entity or its CRU reports the theft or loss to Contractor except as
otherwise provided by law, and Participating Entity remains responsible for complying with all other
obligations under this Contract including, but not limited to, paying the Monthly Service Charge while the
Equipment is suspended. Any Carrier may cancel Service to any Number if Contractor or that Carrier
believes the Number is being used in an unlawful, abusive or fraudulent manner. Before a Carrier cancels
any Service under this paragraph, the Carrier will attempt to give Participating Entity notice of its intent to
cancel. In the event Participating Entity instructs the Carrier to retain Service, Participating Entity will be
responsible for paying all charges, authorized, unauthorized or fraudulent, associated with such Number,
including but not limited to charges incurred by any clone or duplication of that Number; provided, however,
that Participating Entity will not be liable for IRUs' charges under any such circumstance. Additionally,
Participating Entity agrees to adopt, at no additional charge to Participating Entity, any reasonable fraud
prevention or fraud reduction processes or products recommended by Contractor or, if not adopted by
Page 23 of 32
Participating Entity, to be responsible for any unauthorized charges on Numbers which do not adopt such
processes or products.
5.5 Acceptable Use; Restrictions Regarding Service. All use of Contractor's wireless
network and Service is governed by Contractor's Acceptable Use Policy, which can be found at
att.com/AcceptableUsePolicy, as determined solely by Contractor. Contractor can revise its Acceptable Use
Policy at any time without notice. Use of Service is also subject to any restrictions and/or prohibited uses
described in the applicable Sales Information.
5.6 Ownership. Except as otherwise provided by law, Participating Entity has no property
rights to any Number and Contractor may change any such Number with reasonable notice to the End User.
Contractor owns or leases the exclusive rights to the frequencies related to the Service, Numbers and
transmission facilities used by Contractor in the provision of Service to Contractor customers. FCC
regulations strictly forbid any party that is not a wireless communications licensee from altering, enhancing
or maintaining cellular radio signals. FCC regulations require Contractor to maintain control over any
transmitting device that operates within Contractor's assigned frequencies. Neither Participating Entity nor
any of its Affiliates may install any amplifier, enhancer, repeater or other device or system on Contractor's
wireless network or frequencies without Contractor's prior written approval.
5.7 Content. Participating Entity is solely responsible for all content that it permits to be
posted or transmitted onto or through the Service or any of Contractor's systems, including materials, code,
data, text(whether or not perceptible by End Users), multimedia information (including but not limited to
sound, data, audio, video, graphics, photographs, or artwork), e-mail, chat room content, bulletin board
postings, or any other items or materials accessible through the Service or any of Contractor's systems
("Content"). Participating Entity has sole responsibility for any losses resulting from Participating Entity's or
CRUs' downloading, access to, or use of any third-party Content, or from Participating Entity's or CRUs'
access to or use of the Service or the Internet, in any manner and for any purpose whatsoever. In providing
Service, Contractor may permit End Users to transmit, receive and host content over its network and the
Internet and may act as a"services provider" as defined in the Digital Millennium Copyright Act.
5.8 Location-Based Services. Contractor collects information about the approximate location
of Equipment in relation to Contractor's cell towers and the Global Positioning System ("GPS"). Contractor
uses that information, as well as other usage and performance information also obtained from Contractor's
network and the Equipment, to provide Voice Services and Wireless Data Services and to maintain and
improve Contractor's network and the quality of customers'wireless experience. Contractor may also use
location information to create aggregate data from which End Users' personally identifiable information has
been removed or obscured. Such aggregate data may be used for a variety of purposes such as scientific
and marketing research and services such as vehicle traffic volume monitoring. Contractor may collect and
use location information from their Equipment. The Equipment is also capable of purchasing and using
optional goods, content and services (at Participating Entity's request or the request of a CRU on
Participating Entity's account) offered by Contractor or third parties that make use of the Equipment's
location information ("Location-Based Services"). Participating Entity should review, and will advise all of its
CRUs to read, the Sales Information and the associated privacy policy for each Location-Based Service to
learn how the location information will be used and protected. Participating Entity and its CRUS may refer to
Contractor's privacy policy at att.com/privacy for additional details
5.9 Participating Addenda. Contractor may use the template Participating Addendum
attached hereto and incorporated herein as Exhibit 1, with Participating Entities under the Contract. The
parties expressly acknowledge and agree that immediately upon execution of the Contract, Contractor may
Page 24 of 32
begin signing new Participating Entities onto Participating Addenda under this Contract, and may begin
migrating existing Participating Entities onto new Participation Addenda.
5.10 Definitions. In addition to terms defined elsewhere in the Contract, these terms have the
following meanings in the Contract:
5.10.1 "Additional Products" means products, services, features, offers, promotions,
software applications, hardware, Equipment, accessories, and/or programs offered by Contractor and/or
third parties, other than Voice Service, Wireless Data Service, and certain Equipment and accessories.
5.10.2 "Affiliate" means and includes legal entities controlling or controlled by or under
common control with Contractor.
5.10.3 "Attachment" means Contractor's terms and conditions posted on the Program
Website, applicable to corresponding Service, Equipment and/or Additional Product available under the
Contract, as such terms and conditions may be modified by Contractor from time to time, all of which are
incorporated herein by this reference.
5.10.4 "Contractor Markets" means a geographic area served by Affiliates under common
control with Contractor.
5.10.5 "CRU" and "Corporate Responsibility User" mean an Employee receiving Service
under Participating Entity's account.
5.10.6 "Employees" means Participating Entity's or its Affiliates current, validated
personnel receiving Federal W-2 or K-1 tax treatment.
5.10.7 "End Users" means CRUs and IRUs, collectively.
5.10.8 "Equipment Discount" means a discount on select Equipment found at the
Program Website, as described in this Program Description.
5.10.9 "IRU" and "Individual Responsibility User" mean an Employee receiving Service
under an individual account in accordance with the Sponsorship Program.
5.10.10 "IRU Service Agreement" means a separate two-year agreement between an IRU
and Contractor for Service, Equipment and related matters.
5.10.11 "Monthly Service Charge" means a Plan's monthly wireless access charges (i.e.,
the set fee charged monthly for use of a particular Plan).
5.10.12 "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.
5.10.13"Plan" means a Contractor Voice Service, Wireless Data Service or other rate plan
as set forth in the Contract or Sales Information.
5.10.14"Program Website" means that certain website found at www.att.com/wscaterms,
together with all applicable content found thereon, all of which is incorporated into the Contract by this
reference.
Page 25 of 32
5.10.15"Sales Information" means Contractor's printed and/or on-line marketing-related
materials applicable to Service, Plans, Equipment, Additional Products provided under the Contract, as such
materials may be modified by Contractor from time to time, all of which are incorporated herein by this
reference.
5.10.16"Service" means commercial mobile radio services (including, without limitation,
Voice Service, Wireless Data Service), and Additional Products provided by Contractor pursuant to the
Contract.
5.10.17"Service Discount" means a monthly discount on eligible Service, applied to an
End User's Monthly Service Charges as described in this Program Description.
5.10.18"Voice Service" means wireless voice telecommunications services.
5.10.19"Wireless Data Service" means wireless data telecommunications services.
Page 16 of 32
The attached WSCA Participating Addendum is presented by AT&T. The terms and
conditions herein are subject to change and are offered for a period of no longer than
ninety(90)days (February 28, 2013) unless otherwise indicated by AT&T. All
information presented herein is intended for use only by AT&T and the City of Elgin.
Please, send signed Contracts to the GEM Mobility Mailbox:
GEMMobilityContracts g17482(a.att.com.
Please do not populate the Effective Date. The Effective Date is the date that AT&T
countersigns this Agreement.
a
ELGIN� r' i� � rpt�i,: '�.. 'i at
THE CITY IN THE SUBURBS-
AGENDA ITEM: E
MEETING DATE: September 26, 2012
ITEM:
Contract with AT&T Mobility under the Western States Contracting Alliance Master Service
Agreement for Citywide Cellular Data Services
($198,000 annually)
OBJECTIVE:
Maintain the availability of reliable cellular mobile data services and coverage for all city porta-
ble data devices.
RECOMMENDATION:
Authorize the award for citywide cellular data services to AT&T Mobility utilizing the Western
States Contracting Alliance Master Service Agreement.
BACKGROUND
The city has been contracting with Sprint for wireless voice and data services in an amount to-
taling just under $200,000 annually. When the city's new electronic ticketing system was being
implemented approximately eighteen months ago, public safety personnel identified mobile
data network speed and connectivity issues with Sprint. Sprint representatives were contacted
in an effort to resolve the issues and public safety staff worked cooperatively with Sprint's
technicians well over a year-and-a-half to troubleshoot these problems and to rule out internal
city network-related issues. During the course of this analysis, several problems were identified
in the Sprint network. Sprint pressed forward with a major upgrade to its cellular network that
was expected to resolve the issues the city has been experiencing. But despite this major net-
work upgrade, the connectivity problems continue and to a large extent, have worsened.
Sprint's best estimate for resolving the connectivity issues is "sometime in 2013."
OPERATIONAL ANALYSIS
With city operations increasingly relying on mobile data technology in its daily operations, a
more reliable wireless network had to be identified. While trying to resolve the issues with
Sprint, public safety personnel simultaneously commenced testing with other data carriers.
Mobile networks from Verizon and AT&T were tested throughout the city in an effort to deter-
mine which telecommunications provider offered the best overall performance. Verizon and
rik AT&T were selected for testing because each carrier has a strong long term evolution (LTE) data
1
network resources and a migration plan in place. Also, both hold joint purchasing program con-
tracts that offer identical pricing to Sprint's. After testing was completed, AT&T was determined
to provide the best consistent overall performance throughout street level testing.
The Western States Contracting Alliance (WSCA) contract with AT&T has pricing that matches
Sprint's. While AT&T and Sprint are priced identically under the WSCA contract, AT&T provides
the potential to realize savings because its allows for the pooling of data plans which effectively
eliminates any data plan overage charges. And because AT&T utilizes SIM chip technology, the
city can eliminate the charges it incurs from Sprint for maintaining a supply of "hot spare" de-
vices that serve as ready replacements when equipment goes down.
INTERESTED PERSONS CONTACTED
Public safety personnel from both police and fire along with information technology services
staff have worked together to identify the best possible solution for data services.
FINANCIAL ANALYSIS
The total annual cost of mobile voice and data services is $198,000. The fee for these services
charged through AT&T will be the same as currently charged through Sprint. Savings will be re-
alized by migrating to the AT&T data plan which allows for the pooling of data plans and utiliza-
tion of SIM chip technology which eliminates overage and unused "hot spare" charges. The cost
of this service for the remainder of 2012 is estimated to be $16,500.
41111)
BUDGET IMPACT
FUND(S) ACCOUNT(S) PROJECT#(S) AMOUNT AMOUNT
BUDGETED AVAILABLE
General 010-1604-717.38-01 N/A $28,140 $13,093
General 010-2301-731.38-01 N/A $70,000 $25,260
General 010-2801-735.38-01 N/A $23,000 $7,188
General 010-3371-764.38-01 N/A $28,500 $10,827
LEGAL IMPACT
Section 5.02.020(B) of the General Provisions of the Procurement Ordinance permits "purchas-
es made pursuant to any joint purchasing program sponsored by the State or other governmen-
tal agency."
ALTERNATIVES
The council may elect not to award services for cellular data services to AT&T, maintaining the
current degraded operation with Sprint for an undetermined amount of time.
2
NEXT STEPS
1. Acquire necessary equipment from AT&T to convert current infrastructure to AT&T data
access.
2. Convert mobile devices to AT&T.
Originators: Michael Bayard, Public Safety System Specialist
Jeffrey Swoboda, Chief of Police
Final Review: Colleen Lavery, Chief Financial Officer
William A. Cogley, Corporation Counsel/Chief Development Officer
Richard G. Kozal, Assistant City Manager/Chief Operating Officer
Sean R. Stegall, City Manager
ATTACHMENTS
A. Western States Contracting Alliance Master Service Agreement with AT&T Mobility
r
3
For Purchasing 1'sc Onic: I
RFP/CONTRACT r 191r
MASTER SERVICE AGREEMENT
A Contract between the Western States Contracting Alliance
Acting by and through the State of Nevada
and
AT&T MOBTLrrY NATIOSAL ACCOUNTS LI,C
RECITALS
Whereas,pursuant to Nevarl2 Revised Statute(NRS)277.100. NRS 277.110.NRS 333.162(1)i d).
and NRS 333.480 the Chief of the Purchasing Division of Nevada is authorized to enter into cooperative
group-contracting consortium;
Whereas, WSCA issued Request for Proposal x'1907 for Wireless Voice Service. Wireless
Broadband Service.Accessories and Equipment, dated February 3. 2011. as amended. which is attached
hereto and incorporated herein as Attachment BB (the"Solicitation");
Whereas, Contractor submitted its Response to the Solicitation. which is attached hereto and
incorporated herein as Attachment CC (the"Response");
Whereas, on or about May 24, 2011, and in connection with the Solicitation. WSCA gave notice of
its intent to award contracts to certain entities including Contractor(the "Notice of Intent to Award"):
Whereas. WSCA and Contractor intend to enter into a contract in connection with the Solicitation
and the Notice of Intent to Award that operates to both(a)set forth terms and conditions applicable
between WSCA and/or the Lead State. and Contractor with respect to the overall procurement: and(b) set
forth the primary. first-in-precedence terms and conditions applicable between Contractor and Participating
Entities participating in the Contract.
In consideration of the above premises. and for good and valuable consideration. the receipt and
sufficiency of which is hereby acknowledged,the parties mutually agree as follows:
1. REQUIRED APPROVAL. The Master Service Agreement(aka,the-`Contract") shall not
become effective until and unless approved by the WSCA Directors.
Page 1 of i 9
2. DEFINITIONS.
2.1 "Contract" and "Master Service Agreement"mean this document.entitled`'Master
Service Agreement."including. without limitation_Contractor's Special Terms and Conditions, as may be
amended by the Lead State, and Contractor. together with other incorporated documents as more fully
described in §5 herein.
2.2 "Contractor" means the vendor entity that.along with WSCA. is a pain to the Contract
and that performs services and/or provides goods for WSCA under the Contract.
2.3 "Fiscal Year" is the Lead State's fiscal year, which is the period beginning July 1 and
ending June 30 of the following year.
2.4 "Participant" and/or"Participating State" means a state or other authorized entity that
(a)has executed a Participating Addendum: or(b)has signed (and not revoked)an Intent to Contract at the
time of the award of this Contract.
2.5 "Participating Addendum" and/or"PA" mean an agreement between Contractor and a
Participant. in form and substance substantially similar to Exhibit 1 to the Special Terms and Conditions.
through which such Participant participates in the Contract.
2.6 "Participating Entity" and/or"Buyer" mean a Participant. Participating State or other
r' entity properly authorized by a Participant to purchase services and products under the Contract. or that
otherwise participates in the Contract through the corresponding Participating Addendum.
2.7 "Special Terms and Conditions"means Contractor's additional terms and conditions,
unique to Contractor with respect to its corresponding services and products.which are attached hereto and
incorporated herein as Attachment AA.
2.8 "State" and/or"Lead State"means the State of Nevada and its state agencies. officers,
employees and immune contractors as defined in NRS 41.0307. and for purposes of this Contract.the
Lead State is acting on behalf of WSCA with the authority to enter into. and amend the Contract.
2.9 "Sub-PA" means a document executed by a Participating Entity participating in an
existing PA pursuant to which separate terms and conditions applicable only to that Participating Entity
and other authorized entities.
2.10 "Total Wireless Spend" means, with respect to the WSCA Administration Fee. the total
amount of the charges set forth on the invoices sent by Contractor to Participating Entities under the
Contract. less taxes and surcharges.
2.11 "WSCA"means the Western States Contracting Alliance,a cooperative group-contracting
consortium for state government departments, institutions, agencies and political subdivisions (i.e.,
Page 2 19
colleges. school districts, counties,cities, etc.,)for the states of Alaska. Arizona, California, Colorado,
Hawai'i,Idaho,Minnesota, Montana,Nevada.New Mexico, Oregon, South Dakota,Utah, Washington and
Wyoming.
3. CONTRACT TERM. The Contract shall be effective from ititi4rCil IC, to
October 31,2016,(subject to the WSCA Directors' approval),unless sooner terminated by either Party as
specified in paragraph 21 herein. Each Participating Addendum executed in connection with the Contract
shall be effective from its corresponding effective date through the end of the Contract's term.unless
otherwise specified in that Participating Addendum. Notwithstanding the foregoing, Contractor and the
Lead State acknowledge and agree that Contractor may enter into a Participating Addendum with any
Participant hereunder on or after this Contract's"effective from"date upon approval of the Lead State.
Any such Participating Addendum so executed will be subject to the terms and conditions of this Contract.
4. CANCELLATION: NOTICE. The Contract may be canceled by either the Lead State or
Contractor upon written notice sixty(60)days prior to the effective date of the cancellation. Cancellation
of the Contract due to Contractor's default may be immediate. Further, any Participant may cancel its
Participating Addendum upon thirty(30)days written notice to Contractor,unless otherwise limited or
stated in the Participating Addendum. Any cancellation under this provision (a) may be in whole or in part;
and(b)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.
5. LNCORPORATED DOCUMENTS: ORDER OF PRECEDENCE. The Contract consists of
this document, entitled"Master Service Agreement,"together with the following incorporated documents;
Contractor's Special Terms and Conditions,the Solicitation,and the Response.yThe document entitled
Master Service Agreement together with the Contractor's Special Terms and Conditions are intended by
the Parties to be the primary Participating Entity-facing contractual document in connection with the
Solicitation. To participate in the Contract,each Participating Entity must do so pursuant to a Participating
Addendum. In the event of any conflict between the terms and conditions of any of the documents
comprising or related to the Contract,the following order of precedence will control:
I. The applicable Participating Addendum and/or Sub-PA:
2. The Master Service Agreement;
3. Contractor's Special Terms and Conditions(Attachment AA);
4. The Solicitation(Attachment BB);
5. The Response(Attachment CC);
6. Any individual order placed on the Contract by a Participating Entity
Notwithstanding the foregoing, Contractor and WSCA expressly acknowledge and agree that the terms and
conditions unique to the states of Arizona,Montana, Oregon,and Utah. which were included under
Attachment K of the Solicitation,were for informational purposes only and are NOT incorporated into the
Contract by inclusion in the Solicitation.
(Pk
The parties acknowledge and agree that each Participating Addendum executed in accordance herewith
incorporates the terms and conditions of the Contract. and that the corresponding Participating Entities will
be bound to the terms and conditions of that Participating Addendum and the Contract.
Neither the Special Terms and Condition.nor any purchase order(s)issued under the Contract shall
contradict or supersede any terns and conditions in the Contract without written evidence of mutual assent
to such change(s)between Contractor and the Lead State.
6. ]OMITTED]
7. ASSENT. The parties agree that the terms and conditions Iisted on incorporated attachments of
this Contract are also specifically a pan of this Contract and are limited only by their respective order of
precedence and any Iimitations specified.
8. (OMITTED]
9. ]OMITTED]
10. (OMITTED]
11. CONSIDERATION. The parties ogee that Contractor will provide the services and products
specified in, and in accordance with the Contract. Contracted prices represent ceiling prices for the
supplies and services offered. Contractor shall report to the Lead State any price reduction or discount or
other more favorable teuns offered to any Participating Entity and the Contractor agrees to negotiate in
good faith to re-establish ceiling prices or other more favorable terms and conditions applicable to future
orders. Bid prices must remain firm for the full tern of the Contract. In the case of error in the extension
of prices in the bid, the unit prices will govern. WSCA does not guarantee to purchase any amount under
this Contract. Estimated quantities in the Solicitation are for bidding purposes only and are not to be
construed as a guarantee to purchase any amount. If Contractor has quoted a cash discount based upon
early payment: discounts offered for less than thirty(30)days have not been considered in making the
award. WSCA is not liable for any costs incurred by the bidder in proposal preparation.
12. PAYMENT. Payment is normally made within thirty (30)days following the date the entire
order is delivered or the date a correct invoice is received. whichever is later. After fort--five (4 ) days the
Contractor may assess overdue account charges up to a maximum rate of one(1 )percent per month on the
outstanding balance. Payments will he remitted by mail. Payments may be made via a Participating State's
"Purchasing Card."
13. TAXES.
13.1 Payable By Participating Entities. Prices shall be exclusive of state sales and federal
excise taxes. Participating Entities may be required to show proof of any tax exemptions. Where a
uctdofI9
Participating Entity is not exempt from sales taxes on sales within its state. such Participating Entity will be
liable for such taxes.and Contractor shall add the sales taxes on the billing invoice as a separate entre.
13.2 Payable by Contractor. Contractor will be responsible to pay all taxes, assessments.
fees,premiums,permits,and licenses required by law for it to pay. The Lead State's applicable real
property and personal property taxes are the responsibility of Contractor in accordance with NRS 361.157
and NRS 361.159. Contractor agrees to be responsible for payment of any such applicable government
obligations not paid by its subcontractors during performance of this Contract. The Lead State may set-off
ag=ainst consideration due any delinquent government obligation owed the Lead State in accordance with
_NRS 353C.190.
14. FINANCIAL OBLIGATIONS OF PARTICIPATING ENTITIES. Participating Entities'
financial obligations are limited to such entities having available funds. Participants incur no financial
obligations on behalf of political subdivisions. Unless otherwise specified in the Solicitation.the resulting
award(s)will be permissive.
15. ORDER NUMBERS. To the extent described in the Response. Contract order and purchase
order numbers shall he clearly shown on all acknowledgments, shipping labels, packing slips. invoices. and
on all correspondence.
16. WSCA ADMI IS[RATION FEE; REPORTS. The Contractor will pay WSCA an
Administration Fee of 11 0th of 1%(one-tenth of one percent)of the Total Wireless Spend.pursuant to the
schedule of payments set forth in the Solicitation and Attachment G thereto. The Contractor shall submit
4111)
quarterly reports to the WSCA Contract Administrator in accordance with the requisites of Attachment (Ti
to the RFP.
17. DELIVERY. The prices bid shall be the delivered price to any Participating Entity. 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 with 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.
18. HAZARI)OITS 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 any
Participating Entity. All safety data sheets and labels will be in accordance with each Participating State's
requirements.
19. INSPECTIONS. Goods furnished under the 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 non-compliance with the Contract,the Participating
Entity mai- 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
Page 5 of 19
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 Unifoun
Commercial Code.
20. INSPECTION & AUDIT.
20.1 WSCA's Rights. The inspection and audit provisions of this §20.1 run to the benefit of
WSCA. not to Participating Entities.
a. Books and Records. 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 the
Contract. Contractor agrees to keep and maintain under generally accepted accounting principles(GAAP)
full,true and complete records.contracts. books. and documents as are necessary to fully disclose to
WSCA,the Lead State or United States Government.or their authorized representatives.upon audits or re-
views. 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 documentation. 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 WSCA: the United States Government;the State Auditor 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 requirements of
this paragraph.
c. Period of Retention. All books.records,reports. and statements relevant to this
Contract must be retained a minimum four(4)years after the Contract terminates or or until all audits
initiated within the four(4) years have been completed. whichever is later. and for five (5)years if any
federal funds are used in the Contract. The retention period runs from the date of payment for the relevant
roods 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
necessar to complete an audit and/or to complete any administrative and judicial litigation which ma}
ensue.
20.2 Participating Entities' Rights. Contractor will provide each Participating Entity with
reasonable access to Contractor's books and records related to the corresponding Participating Entity's
payments and participation in the Contract.
Cat'6o JG
21. DEFAULT: REMEDIES.
21.1. WSCA's Rights Upon Default. Any of the following events shall constitute cause for
WSCA to declare Contractor in default of the Contract: t 1)nonperformance of contractual requirements
under the Contract: and/or(2)a material breach of any term or condition of the Contract. In order to
declare Contractor in default, WSCA shall issue a written notice of default providing a period in which
Contractor shall have a reasonable opportunity to cure the default(s). Time allowed for cure shall not
diminish or eliminate Contractor's liability for damages otherwise available under the Contract. 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 the Contract or portions thereof:
and/or(3) suspend Contractor from receiving future bid solicitations.
21.2 Participating Entity's Rights Upon Default. Any of the following events shall
constitute cause for a Participating.Entity to declare Contractor in default of the corresponding Participating
Addendum or Sub-PA: (1)non-performance of contractual requirements; and/or(2) Contractor's material
breach of any term or condition of the Participating Addendum or Sub-PA. In order to declare Contractor
in default. a Participating. Entity shall issue a written notice of default providing a period in which
Contractor shall have a reasonable opportunity to cure the default(s). Time allowed for cure shall not
diminish or eliminate Contractor's liability for damages otherwise available under the Participating
Addendum. If the default remains after Contractor has been provided the opportunity to cure.the
Participating Emily may do one or more of the following: (1)exercise any remedy provided by law:
(2)terminate the Participating Addendum. Sub-PA. or portions thereof.
21.3 No Cross Termination. Notwithstanding the foregoing. in the event of a default by
Contractor hereunder,then (a)an individual Participating Entity may not terminate the Contract but,
instead.may only terminate its own PA; (b) WSCA may not terminate an individual Participating
Addendum or Sub-PA, except as a consequence of its termination of the Contract: and(c) a Participating
Entity that is not(i)concurrently the Participant or Participating State under the corresponding Participating
Addendum,or(ii)a party to a valid Sub-Participation Addendum,may not terminate the corresponding
Participating Addendum or Sub-PA and, instead may only terminate any outstanding. unfilled purchase
orders made in connection with the corresponding Participating Addendum or Sub-PA.
21.4 Post-Termination Issues. In the event of termination of the Contract or a Participating
Addendum for any reason,the parties agree that the provisions of this paragraph survive termination:
a. 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 the
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;
b. Contractor shall satisfactorily complete work in progress at the agreed rate(or
a pro rata basis if necessary) if so requested by WSCA or a Participating Entity;
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c. Contractor shall execute any documents and take any actions necessary to
effectuate an assignment of this contract if so requested by WSCA:
d. Contractor shall preserve.protect and promptly deliver into WSCA's
possession all of WSCA's proprietary information in accordance with paragraph (3 1?.
22. REMEDIES NON-EXCLUSIVE. 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 reason-
able attorneys'fees and costs. It is specifically agreed that reasonable attorneys' fees shall include without
limitation S125 per hour for attorneys employed by the Lead State. The Lead State may set off
consideration against any unpaid obligation of Contractor to Lead State in accordance with NRS 33C.190.
or the applicable Participating Addendum. A Participating Entity's right of set-off shall be in accordance
with the law of the Participating Entity's state. and the provisions of the applicable Participating
Addendum.
23. LIMITED LLABILITY. The Lead State will not waive and intends to assert available NRS
chapter 41 liability limitations in all cases. Contract liability of Contractor, WSCA,the Lead State.andior
any and all Participating Entities shall not be subject to punitive damages. In no event shall Contractor be
liable for inability of users to access 911 or E91 1 service. In no event shall either Contractor.RSCA_ the
Lead State and/or any and all Participating Entities 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 the possibility of such damages, and in no event shall either party be liable to the other party for punitive
damages.
24. FORCE MAJEURE. Neither party to this Contract shall be deemed to be in violation of this
Contract if it is prevented from performing 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 storms. 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 terms of the Contract after the intervening cause ceases. WSCA
may terminate this Contract after determining such delay or default will reasonably prevent successful
performance of the Contract.
25. INDEMNIFICATION.
25.1 Contractor's Obligations to WSCA. To the fullest extent permitted by law. Contractor
shall indemnify.hold harmless and defend.not excluding the Lead State's right to participate.the Lead
State and-or WSCA from and against all liability.claims_ actions, damages, losses. and expenses, includ-
ing.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.
Page' ni jY
25.2 Contractor's Obligations to Participating Entities. The Contractor shall release.
protect, indemnify and hold Participating Entities 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.
253 Exception. Contractor will not be liable for damages that are the result of negligence or
willful misconduct by WSCA,the Participating Entities, and%or their respective employees. officers and
agencies.
26. INSURANCE SCHEDULE. Unless expressly waived in writing by the Lead State or
Participating States. Contractor. as an independent contractor and not an employee of the Lead State or
Participating States. must carry policies of insurance in amounts specified in this Insurance Schedule and'or
any Insurance Schedule agreed by Contractor and a Participating State via a participating addendum, and
pay all taxes and fees incident hereunto. The Lead State and Participating States 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 Lead State.
The Lead 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 Lead State to timely
approve shall not constitute a waiver of the condition.
Insurance Coverage: 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 stated herein or otherwise agreed to by the Lead 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 Lead State of the completion of this Contract: or
2. Such time as the insurance is no longer required by the Lead State under the terms of this Contract.
Any insurance or self-insurance available to the Lead State shall be excess of and non-contributing with
any insurance required from Contractor. Contractor's required insurance policies shall apply on a
primary basis. Until such time as the insurance is no longer required by the Lead State. Contractor shall
provide the Lead 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.
Contractor agrees that the following insurance coverages and policy limits shall also apply to. and operate
for the benefit of, each Participating Entity that participates in this Contract pursuant to a Participating
Entity.
Page 9 of?9
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Workers'Compensation and Employer's Liability insurance
I ) Contractor shall provide proof of workers compensation insurance.
2) Employer's Liability insurance with a minimum limit of 5500.000 each employee per
accident for bodily injury by accident or disease.
Commercial General Liability Insurance
l ) Minimum Limits required:
525.000.000.00 General Aggregate
525.000,000.00 Products & Completed Operations Aggregate
55.000.000.00 Personal and Advertising Injury
55.000.000.00 Each Occurrence
2) Coverage shall be on an occurrence basis and shall be at least as broad as ISO form CO 00 01 (or a substitute form
providing equivalent coverage):and shall cover liability arising from premises.operations. independent contractors.
completed operations.personal injur>.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 Liability Insurance
l) Minimum Limit required: SWaived 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 he 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 Liability Insurance
) Minimum Limit required: S 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 Liability 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: SWaived 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.
General Requirements:
b. Waiver of Subrogation: Each liability insurance policy shall provide for a waiver of subrogation as
to additional insureds.
c. Cross-Liability: All required liability policies shall provide cross-liability coverage as would be
achieve under the standard ISO separation of insureds clause.
d. Deductibles and Self-Insured Retentions: Any deductible or self-insured retention shall be at the
sole risk of the Contractor.
c. Policy Cancellation: Except for ten (10) days notice for non-payment of premium. each insurance
policy shall be endorsed to state that: without thirty (30) days prior written notice to the Lead State.
the policy shall not he canceled or non-renewed,and shall provide that notices required by this
paragraph shall he sent by mail to the address identified on page 1 of the Contract.
Jage,I(;'/f9
f. Approved Insurer: Each insurance policy shall be: 411)
I I Issued by insurance companies authorized to do business in the Lead State and Participating States or eligible
surplus lines insurers acceptable to the Lead State and Participatin_States and having agents 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 Lead State:
1 l Certificate of Insurance: The Acord 25 Certificate of Insurance form or a form substantially similar
must be submitted to the State to evidence the insurance policies and coverages required of Contractor.
2) Schedule of Underlying Insurance Policies: If-Umbrella or Excess policy is evidenced to comply
with minimum limits. a copy of the Underlver Schedule from the Umbrella or Excess insurance policy
may he required.
Review and Approval: Documents specified above must be submitted for review and approval by the
Lead State prior to the commencement of work by Contractor. Neither approval by the Lead 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 Lead State or others, and shall be in addition to and not in lieu of any other
remedy available to the Lead State or Participating States under this Contract or otherwise.
Mail all required insurance documents to the Lead State identified on page one of the Contract
27. COMPLIANCE WITH LEGAL OBLIGATIONS. Any and all supplies. services and
411)
equipment bid and furnished shall comply fully-with all applicable Federal and State laws and regulations.
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.
28. 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.
29. 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 he construed and enforced as if the Contract did not contain the
particular provision held to be invalid.
30. ASSIGN"MENT/DELEGATION. 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. Contractor shall not assign, sell,transfer. subcontract or sublet rights.or
Page 11 of 19
•
t delegate responsibilities under this Contract_ in whole or in part_ without the prior written approval of the
WSCA Contract Administrator. which approval shall not be unreasonably withheld.
31. OWNERSHIP OF PROPRIETARY INFORMATION. Any reports.histories. studies. tests.
manuals. instructions.photographs. negatives. blue prints, plans.maps. data. system designs. computer
code, or any other documents or drawings.prepared or in the course of preparation by Contractor(or its
subcontractors) specifically for WSCA in perloiniance of Contractor's obligations under this Contract
(collectively, the"Specially Prepared Proprietary Information")shall be the exclusive property of WSCA
and all such Specially Prepared Proprietary Information, that has not already been delivered into WSCA's
possession. shall be delivered into WSCA possession by Contractor upon completion. termination. or
cancellation of this Contract. For purposes of this delivery obligation, Contractor shall provide the
Specially Prepared Information to the Lead State. Contractor shall not use.willingly allow. or cause to
have such Specially Prepared Information used for any purpose other than performance of Contractor's
obligations under this Contract without the prior written consent of WSCA. Notwithstandin4g the
foregoing, unless otherwise specifically stated in the Contract,neither WSCA nor any Participating Entities
shall have any proprietary interest in any reports,histories. studies,tests.manuals, instructions,
photographs,negatives.blue prints, plans, maps,data. system designs. computer code. or any other
documents or drawings,any pre-existing works or materials. or any materials licensed to WSCA(or
otherwise provided for WSCA's use)that are NOT specifically prepared by Contractor for WSCA in
performance of Contractor's obligations under this Contract whether such materials are subject to patent.
trademark or copyright protection or otherwise.
32. PA I'ENTS,COPYRIGHTS. ETC. The Contractor shall release. indemnify and hold WSCA.
the Lead State, and Participating States and their officers, aggents and employees harmless from Iiability of
any kind or nature, including the Contractor's use of any copyrighted or un-copyrighted composition, secret
process.patented or unpatented invention, article or appliance furnished or used in the performance of this
Contract.
33. PUBLIC RECORDS. Pursuant to NRS 239.010, information or documents received from
Contractor may be open to public inspection and copying. The Lead 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 333.3 33.provided that Contractor thereby agrees to indemnify and defend the Lead State for honoring
such a designation. The failure to so label any document that is released by the Lead State shall constitute a
complete waiver of any and all claims for damages caused by any release of the records.
The above provision applies to WSCA and the Lead State,and does not inure to the benefit of
Participating Entities. Information or documents produced or received by a Participating Entity in
connection with participation in this Contract shall be subject to the public records laws of the Participating
Entity's state. _and the provisions of the applicable Participating Addendum.
34. CONFIDENTIALITY. Contractor shall comply with applicable laws with respect to
confidentiality of all information, in whatever form_produced.prepared. observed or received by
rik ?age 12 qj IQ
Contractor in connection with the Contract. Unless otherwise mandated by court order,or unless otherwise
required by applicable law. Contractor shall keep confidential all information observed or received by
Contractor in connection with the Contract to the extent that such information is made confidential under
the terms of this Contract.
35. 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. 11246,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 1973. or the Americans with Disabilities Act of 1990 which prohibits
discrimination on the basis of disabilities. Contractor further agrees to furnish information and reports to
requesting Participating Entities. upon request for the purpose of determining compliance with these
statutes. Contractor agrees to comply with each individual Participating State's certification requirements.
if any, as stated in the special terms and conditions. This Contract may be canceled if the 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.
36. 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 debarment, declared ineligible or voluntarily excluded from
participation in this transaction by any federal depai Brent or agency. This certification is made pursuant to
the regulations implementing Executive Order 12549, Debarment and Suspension.28 C.F.R.pt. 67.
§67.510, as published as pt. VII of the May 26, 1988, Federal Register tpp. 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 terms. conditions, and
requirements of the Americans with Disabilities Act of 1990 (P.L. 101-136). 42 L.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, P.L. 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.)
Page 13 of 19
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37. LOBBYING. The parties agree.whether expressly prohibited by federal 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. Am federal. state. county or local agency. legislature. commission. counsel or
hoard:
b. Any federal. state. county or local legislator. commission member. counsel member.
hoard member. or other elected official: or
c. Anv officer or employee of any federal. state. county or local agency: legislature.
commission_counsel or board.
38. NON-COLLUSION. Contractor certifies that this Contract and the underlying bid,have been
arrived at independently and have been 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.
39. WARRANTIES. 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. Except as specifically set forth above, Contractor makes no representations or
warranties. express or implied. and specifically disclaims any representation or warranty of
rmerchantability. fitness for a particular purpose, title. non-infringement or any warranty arising by usage
of trade or course of dealing. Further. Contractor makes no representation or warranty that wireless calls
or other transmissions will be routed or completed without error or interruption (including calls to 911 or
any similar emergency response number),or guarantee regarding network security. the encryption
employed by any service, the integrity of any data that is sent.backed up. stored or subject to load
balancing. or that contractor's security procedures will prevent the loss or alteration of. or improper
access to. a Participating Entity's data and information. Contractor does not authorize anyone to make a
warranty of any kind on its behalf, and Participating Entities should not rely on anyone making such
statements. Contractor is not the manufacturer of equipment purchased by or provided to participating
entities in connection with use of the service.
40. CONFLICT OF INTEREST. Contractor certifies that it has not offered or given any gift or
compensation prohibited by the state laws of any WSCA Participating Entities to any officer or employee
of WSCA or Participating Entities to secure favorable treatment with respect to being awarded this
Contract.
41. INDEPENDENT CONTRACTOR. Contractor shall be an independent contractor, and as such
shall have no authorization. express or implied to bind WSCA or the respective Participating Entities to
any agreements,settlements. liability or understanding whatsoever, and agrees not to perfoi In any acts as
agent for WSCA or the Participating Entities. except as expressly set forth herein.
42. POLITICAL SUBDIVISION PARTICIPATION. Participation under this Contract by
authorized political subdivisions shall be voluntarily determined by the corresponding political subdivision.
Contractor agrees to provide products and services to such political subdivisions based upon the same
terms. conditions and prices set forth in the corresponding Participating Addendum.
43. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing
this Contract a Participating Addendum, and/or order.as applicable, on behalf of the corresponding party
has full power and authority to do so. Contractor acknowledges that as required by statute or regulation the
Contract is effective only after approval by the WSCA Board of Directors and only for the period of time
specified in the Contract. Except as otherwise provided herein, 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.
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.
44. GOVERNING LAW;JURISDICTION.
44.1 Lead State. The parties acknowledge and agree that with respect to Contractor mid the
Lead State andlor WSCA,the rights and obligations of the parties hereto shall be governed and construed
in accordance with the laws of the state of Nevada. without giving effect to any principle of conflict-of-law
that would require the application of the law of any other jurisdiction. The parties consent to the exclusive
jurisdiction of the First Judicial District Court, Carson City,Nevada for enforcement of this Contract.
44.2 Participating Entities. The construction and effect of any Participating Addendum or
order against the Contract shall be governed by and construed in accordance with the laws of the
corresponding Participating Entity. Venue for any claim, dispute or action concerning an order placed
against the Contract or the effect of a Participating Addendum shall be in the Participating Entity's State.
45. SIGNATURES IN COUNTERPART. The Contract may be signed in any number of
counterparts,each of which shall be an original, but all of which together shall constitute one in the same
instrument.
46. 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. Each Participating Entity expressly acknowledge and agree that it will be bound by the
terms and conditions of the Contract and by all existing or future amendments or modifications thereto,all
of which are incorporated herein by reference. without the necessity of further action or notice by
Contractor or the Lead State. Each Participating Entity hereby consents to and waives notice of any such
amendments and modifications.
47. ENTIRE CONTRACT. This Contract, its integrated attachments)and. the Participating
Addenda, as applicable constitute the entire agreement of the parties and such are intended as a complete
Page 15 of 19
rk terms and conditions of the Contract and by all existing or future amendments or modifications thereto. all
of which are incorporated herein by reference, without the necessity of further action or notice by
Contractor or the Lead State. Each Participating Entity hereby consents to and waives notice of any such
amendments and modifications.
47. ENTIRE CONTRACT. This Contract, its integrated attachment(s) and,the Participating
Addenda, as applicable constitute the entire agreement of the parties and such are intended as a complete
and exclusive statement of the promises,representations,negotiations, discussions,and other agreements
that may have been made in connection with the subject matter hereof.
IN WITNESS WHEREOF,the parties hereto have caused this Contract to be signed and intend to be
legally bound thereby.
i' 7 ,- T .I--
Independent Contractor's S' tore Date Independent's Contractor's Title
ID «oc- el Ca".*Ar.1_c 71
Signature Date Title
O
rik
,,,,--4,,✓ ::,,=, ✓ APPROVED BY WSCA DIREC 1 ORS
{Greg Smith, 'XkdmirkIstrator, State of Nevada
On f -"-2_,_ On
(Date) (Date)
Approved as to form by:
{
r' ,! On yt _—
Deputy Attorney General for Attorney General (Date)
JI la
►
ELGIN
THE CITY IN THE SUBURBS`
DATE: December 14, 2012
TO: Michael Bayard, Public Safety System Specialist
FROM: Jennifer Quinton, Deputy City Clerk
SUBJECT: Resolution No. 12-181 Adopted at the December 5, 2012, Council Meeting
Enclosed you will find the agreement listed below. Please distribute this agreement to the other
party and keep a copy for your records if you wish. If you have any questions please feel free to
contact our office 847-931-5660 and we will do our best to assist you. Thank you.
• Participating Addendum with AT&T Mobility National Accounts LLC Under the
Western States Contracting Alliance Master Service Agreement for City-Wide
Cellular Data Services