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Res No 195-11-13509RESOLUTION NO.: 195 -11 -13509 A Resolution authorizing the City Manager to contract with T- Mobile USA to provide the City with wireless telephone service. WHEREAS, the City may make purchases by using the price quotations provided by a vendor to another governmental agency pursuant to a competitive process at least as restrictive as that of the City, and WHEREAS, T- Mobile USA has a contract with a governmental agency, Western States Contracting Alliance, (WSCA), Contract No. 1523 which was awarded pursuant to a competitive process at least as restrictive as that of the City and after carefully reviewing the prices in the WSCA contract, the Finance Department's recommendation is to change to T- Mobile USA as the wireless telephone provider for the City of South Miami, and WHEREAS, these funds were allocated in account number ending in the number 4120 in each department budget in the 2011/2012 fiscal year budget; and WHEREAS, this change will benefit the City of South Miami by saving the City approximate $5,657 annually. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. The City Manager is authorized to terminate the agreement with the City's current wireless telephone provider and to enter into a contract with T- Mobile USA on the same pricing terms provided in WSCA Contract No. 1523. Section 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 15th day of November 2011 ATTEST: Gam- l.h,•C���l�� i v Clerk /� APPROVED: Mayor COMMISSION VOTE: 4 -0 Mayor Stoddard Yea Vice -Mayor Newman Yea Commissioner Palmer absent Commissioner Beasley Yea Commissioner Harris Yea CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM To: The Honorable Mayor & Members of the City ommission From: Hector Mirabile, PhD, City Manager r Date: November 4, 201 1 Agenda Item No.: Snufh IViiam'r A@�1iree�9aCINa qi mY zuoi SUBJECT: Recommendation for New City Portable Phone Provider. T- Mobile BACKGROUND: Central Services along with MIS, analyzed current costs, services and reception associated with our current portable phone plan provider. The current provider had frequent reception issues at all city facilities. A comparison of the plans and costs revealed an estimated annual savings of $5,657 or 25% over our current portable phone costs. Six T- Mobile phones were tested by various staff for approximately two -weeks to ensure the service and reception were acceptable. Based on those tests and cost savings, T- Mobile is recommended to provide the City's portable phone service. Below find a comparison of the regular charges by the city's current provider Verizon, based on the State of Florida Contract versus the T- Mobile WSCA Agreement: Portable Phone Comparison Description T- Mobile Verizon Difference Unlimited Phone $34.00 $45.00 - $11.00 Unlimited Data $16.99 $37.49 - $20,50 Unlimited Text $4.25 Included in Data $4.25 *Per Minute $0.05 $0.052 - $0.002 Contract No No *T- Mobile Per Minute Rate is bundled with $4.25 per month per user and includes: Unlimited Nights Unlimited Weekends Unlimited T- Mobile to T- Mobile Unlimited Wifi Calling 400 text message per user The City will be accessing the WSCA, (Western States Contracting Alliance) Agreement, to ensure favorable terms and the benefit of volume pricing. The contract was obtained using a competitive process at least as restrictive as that of the City. The WSCA agreement is a no contract agreement meaning the city can cancel service at anytime. ExPENSE: Approximately $34,703 ACCOUNT: Citywide 4120 Communication SUPPORT: Resolution WSCA Master Agreement WSCA Participating Addendum T- MOBILE/WSCA SPECIAL PRICING OFFERS Verizon State Contract Pricing Sheet For Purchasing Use Only: RFPICONTRACT #1523 CONTRACT FOR SERVICES OF INDEPENDENT CONTRACTOR A Contract Between the State of Nevada Acting By and Through Its Various State Agencies Monitored By: Department of Administration Purchasing Division 515 E Musser Street, Room 300 Carson City NV 89701 Contact: Teri Smith, Senior Buyer Phone: (775) 684- 0178 • Fax: (775) 684 -0188 Email. tlstulth(a,purchasing.state.nv us and T- Mobile USA 5242 South College Dr., Ste. 170 Murray UT 84123 Contact: Liz Beyer, Business Sales Manager Phone: (801) 860 -1111 • Fax: (801) 284 -1100 Email: Liz.BeyerAT- Mobile corn WHEREAS, NRS 284.173 authorizes elective officers, heads of departments, boards, commissions or institutions to engage, subject to the approval of the Board of Examiners, services of persons as independent contractors; and WHEREAS, it is deemed that the service of Contractor is both necessary and in the best interests of the State of Nevada; NOW, THEREFORE, in consideration of the aforesaid premises, the parties mutually agree as Follows: 1. REOUIRED APPROVAL. This Contract shall not become effective until and unless approved by the Nevada State Board of Examiners. 2. DEFINITIONS. "State' means the State of Nevada and any state agency identified herein, its officers, employees and immune contractors as defined in NRS §41.0307. "Independent Connector" means a person or entity that performs services and/or provides goods for the State under the terms and conditions set forth in this Contract. "Fiscal Year' is defined as the period beginning July I and ending June 30 of the following year. 3. CONTRACT TERM. This Contract shall be effective upon Board of Examiners' approval (anticipated to be October 10 200 to October %2010. unless sooner terminated by either party as specified in paragraph (10). 4. NOTICE,. Unless otherwise specified, termination shall not be effective until 60 calendar days after a party has served written notice of default, or without cause upon the other party. All notices or other communications required or permitted to be given under this Contract shall be in writing and shall be deemed to have been duly given if delivered personally in. hand, by telephonic facsimile with simultaneous regular mail, or mailed certified mail, return receipt requested, postage prepaid on the date posted, and addressed to the other party at the address specified above. 5. INCORPORATED DOCUMENTS. The parties agree that the scope of work shall be specifically described; this Contract incorporates the following attachments in descending.order of constructive precedence; a Contractor's Attachment shall not contradict or supersede any State specifications, terms or conditions without written evidence of mutual assent to such change appearing in this Contract: ATTACHMENT AA: STATE SOLICITATION (RFP # 1523) and AMENDMENTS 18c 2; SCOPE OF WORK ATTACHMENT BB: NEGOTIATED ITEMS ATTACHMENT CC: CONTRACTOR'S RESPONSE ATTACHMENT DD: T- MOBILE SPECIAL TERMS AND CONDITIONS FOR WSCA REQUEST Form Approved 05109102 Revlsed01104 Page 100 FORPROPOSAL CRFP ") 6. CONSIDERATION. The parties agree that Contractor will provide the services specified in paragraph (5) at a cost of a I$% Discount on reourrine monthly charges: $40.00 discount an Edulnmentt 20% discount on accessories; the total Contract or installments payable: Monthly anon recelnt of vendor statement, not to exceed $509,000.00, The State does not agree to reimburse Contractor for expenses unless otherwise specified in the incorporated attachments. The contractual authority, as other authorized means of requaltion for services and/or goods as submitted to and accepted by the contractor. Any intervening end to a biennial appropriation period shall be deemed an automatic renewal (not changing the overall Contract term) or a termination as the results of legislative appropriation may require. 7. ASSENT. The parties agree that the terms and conditions listed on incorporated attachments of this Contract are also specifically a part of this Contract and are limited only by their respective order of precedence and any limitations specified. 8. TLMELUTM OF BILLING SUBMISSION. The parties agree that timeliness of billing is of the essence to the contract and recognize that the State is on a fiscal year. All billings for dates of service prior to July t must be submitted to the State no later than the first Friday in August of the same year. A billing submitted after the first Friday in August, which forces the State to process the billing as a stale claim pursuant to NRS 353.097, will subject the Contractor to an administrative fee not to exceed $100.00. The parties hereby agree this is a reasonable estimate of the additional costs to the State of processing the billing as a stale claim and that this amount will be deducted from the stale claim payment due to the Contractor. 9. INSPECTION & AUDIT. a. Books and Records. Contractor agrees to keep and maintain under generally accepted accounting principles (GAAP) full, true and complete records, contracts, books, and documents as are necessary to fully disclose to the State or United States Government, or their authorized representatives, upon audits or reviews, sufficient information to determine compliance with all state and federal regulations and statutes. b. Inmection& 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 available at T- Mobile's business offices during normal business hours for inspection, examination, review, audit, and copying at any office or location of Contractor where such records may be found, with or without notice by the State Auditor, the relevant state agency or its contracted examiners, the Department of Administration, Budget Division, the Nevada State Attorney General's Office or its Fraud Control Units, the State Legislative Auditor, and with regard to any federal finding, 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. Further, due to the highly sensitive and proprietary of some of T- Mobile's records, any third party auditor acting on behalf of the State shall be subject to prior approval by T- Mobile and may be required at T- Mobile's sole discretion to execute T- Mobile's standard Non - Disclosure Agreement prior to examining, inspecting, copying or auditing T- Mobile's records. c. P 'od of f Retention. All books, records, reports, and statements relevant to this Contract must be retained a minimum three years and for five years if any federal funds are used in the Contract. The retention period runs from the date of payment for the relevant goods or services by the State, or from the date of tomrination of the Contract, whichever is later. Retention time shall be extended when an audit is scheduled or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue. 10. CONTRACT TERMINATION. a. Termination Without Cause, Any discretionary or vested right of renewal notwithstanding, this Contract may be terminated upon written notice by mutual consent of both parties or unilaterally by either party without cause. b. State Termination for Nonappronriafion. The continuation ofthis Contract beyond the eurrentbiennium is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the State Legislature andlor federal sources. The State may terminate this Contract, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Contracting Agency's funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired. c. Ouse Termination for Default or Breach. A default or breach may be declared with or without termination. This Contract may be terminated by either party upon written notice of default or breach to the other party as follows: i. If Contractor fails to provide or satisfactorily perform any of the conditions, work, deliverables, goods, or services called for by this Contract within the time requirements specified in this Contract or within any granted extension of those time requirements; or Form Approved 05108102 Revise. Pore 2 oj9 H. If 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 is for any reason denied, revoked, debarred, excluded, terminated, suspended, lapsed, or not renewed; or Ill. If Contractor becomes insolvent, subject to receivership, or becomes voluntarily or involuntarily subject to the jurisdiction of the bankruptcy court; or iv. If the State materially breaches any material duty under this Contract and any such breach impairs Contractor's ability to perform; or v. If it is found by the State that any quid pro quo or gratuities in the form of money, services, entertainment, gifts, or otherwise were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of the State of Nevada with a view toward securing a contract or securing favorable treatment with respect to awarding, extending, amending, or making any determination with respect to the performing of such contract; or A. If it is found by the State that Contractor has failed to disclose any material conflict of interest relative to the performance of this Contract. d, Time to Corec[. Termination upon a declared default or breach may be exercised only after service of formal written notice as specified in paragraph (4), and the subsequent failure of the defaulting party within 30 calendar days of receipt of that notice to provide evidence, satisfactory to the aggrieved party, showing that the declared default or breach has been corrected. e. Winding Up Affairs Upon Termination. In the event of termination of this Contract for any reason, the parties agree that the provisions of this paragraph survive termination: I. The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination; ii. Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the Contracting Agency; Ill. Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this Contract if so requested by the Contracting Agency; iv. Contractor shall preserve, protect and promptly deliver into State possession all proprietary information in accordance with paragraph (21). 11. REMEDIES. Except as otherwise provided for by law or this Contract, the rights and remedies of the parties shall not be exclusive and are in addition to any other rights and remedies provided by law or equity, including, without limitation, actual damages, and to a prevailing party reasonable attomeys' fees and costs. It is specifically agreed that reasonable attorneys' fees shall include without limitation $125 per hour for State- employed attorneys. The State may set off consideration against any unpaid obligation of Contractor to any State agency in accordance with NRS 353C.190. 12. LIMITED LIABILITY. The State will not waive and intends to assert available NRS chapter 41 liability limitations in all cases. Contract liability of both parties shall not be subject to punitive damages. Liquidated damages shall not apply unless otherwise specified in the incorporated attachments. Damages for any State breach shall never exceed the amount of funds appropriated for payment under this Contract, but not yet paid to Contractor, for the fiscal year budget in existence at the time of the breach. Damages for any Contractor breach shall not exceed 150% of the contract maximum "not to exceed" value. Contractor's tort liability shall not be limited. 13. FORCE MAJEURE. Neither party 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. 14. INDEMNIFICATION. To the fullest extent permitted by law, each party shall indemnify, hold harmless and defend, the other parry fiom and against all liability, claims, actions, damages, losses, and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of any alleged negligent or willful misconduct of the non - indemnifying party, its officers, employees and agents that results in personal injury or property damage to such party while on the other party's premises, 15. INDEPENDENT CONTRACTOR. Contractor is associated with the State only for the purposes and to the extent specified in this Contract, and in respect to performance of the contracted services pursuant to this Contract, Contractor is and shall be an independent contractor and, subject only to the terns of this Contract, shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer - employee or principal- agent, or to otherwise create any liability for the State whatsoever with respect to the indebtedness, liabilities, and obligations of Contractor or any other party. Contractor shall be solely responsible for, and the State shall have no obligation with respect to: Form Approved 05 10$102 Revised0! /04 page 3.0 10/25/2006 08:44 IFAX purlfax@purchasing.state.nv.us @ 004 1006 OCT -25 -2006 09:29 From:FISCAL 775 664 6475 To:96840186 P.4/9 15. INIMPUNIMU C,l3UMA.CTOR. Contecter is associated with the Srre only the tho purpose; and to tho marnt speenied in dds Contract, and in respect to parih m mot of ft contracted services pursuant to this Contract, Contractor it and shall be an independent contractor and, subject only to the tomis of this Coutmah, abnll have the sole right to f apeivise, tnanage, apemta, control, and direct petf iarnme of tho domils inoidontto im duties under thin Contract, Nothing conmiaed hr this Gontract shall be deamed at conshund to m mie a pattaershi a or Joint vetttmu, to oreste rclatirnmhips of an employax employee or principal• agora or m otherwise crasfa nnY"" Ity for the State col atsaovar w dr rospeet to Ara indebiaLreas, llab3Wios, obltgatirms of Cant actor Ora ny ofine" any. Contractor sha16 ba solely respoi sable far, and the Srata sha13 ttava ac obligaKan widr rospaatta: (1} wittthoiding of income mecca, FICA of any odlax taxes or fcea; (2) indasttiat imsmxrtec coverage; (3) participation in any group insurance place available to tutgrlcyces of rho Slate; (4) parttv'1lmdon ar eaMribtnIona b}' citrus Contractor or the State to the Public Employees RetSrom0 Syatarn (5) eaoumula6an oevacation leave ar sic& leave, or tb} unemployment compensation coverege provided by tho Sam. Contractor shall indemnify and Itold Stain bamttess front' and defend State against any and alt fosses, dant4gcs, eI ire costs, petmtties, lfab 001, and expcnaAa arisislg or iuwtmd bwuust u$ htaictaut to, or otherwise with respCOt m any such nixes nr fees. Ncitftat Cnatrntdoa nor HS empioyeos, agents, or repxesanprtivas sball be aousidated employees, agarts, or rcpxaseattAtivcs o£ rite Stara. The Stare and Contmtuut aimii ovalunto the nature of serrtcas and term negotiated fn order to detcrtirrtc "independent contractor" status and slvdl monitor the work xolatfonship thmngkcut the farm of the Contract to culture that the independent cent actor relafionshIp remains as such To assist Gt daisrnt ning the appropriate status (ampluym ox udepo rdentaaruactor), Contractor repmscr m as follows; [ ,x�Sif"TSFf.LSIlFl.. t. thus the rommaht$Agrnay hove file run hr rtyuhrcomet orwheLwime ' and how %he independentmatmult 1;roawk? ^..� ........_...... 2. Will tho Continents Agency be pteviding raining to the ind(Tmdmt aanrniorl _ 3. Will ft t:wthaahts Agency W fanntbbns life tndepntdmt convector with watka'a spax,sgAinneiit; tnnla,atpptaane trnvat ezpeasrs4 _..... ,._,,,„..;_, °8r 4. Are any of 010 wo,kery w11049Slat tit) bntepWtemt mnlreetor In perfamantn of hir4xaduaamtployecs olNa Steal olNtvadt7 _ �P"ii _... S. Does the ar algenumt with the independent eananotor malUmplatc cendnedtg or twaning work (eyea if ate yn, kee we le9cfatat, peoahne, " of short dutaaarYr 6. win the Stare of Navfntn ine n' flit enadoyment itehnfty it the Independent COeaaCMrte lOnnlAtttal fntpliurot0 pgtlxm4 ,_„_��_,Y,�t,Y� �' - - - - 7.- is the independent eommor m arleted from of[Aatng What savtote to file - - - generalpabasa} dfevWtgaged inrah workrelattonshtpwithd fleas? +.✓fir 15. £NSORA'NCB SCHB))UL . Unless expressly waived in writing by the State, Contractor, as an fndepc»cknt watraator and not an ompleyca of the Stutc, must "try policies of lasetanco In anmvms specified in this Imarenoo Soboduls and pay All taxes and feec incident horeuma. Tito Sim sbWl !rave no liability except as ppecifi0aily provided in the Contract. The Cattlnctor sball not commence work before: 1) Contractor has provided the required evidence of insurance to the Cla tracting Agency of the Stare, and 2) The $rate has approved the Insurance policies provided by the Contractor. Prior approval of the insurance policies by the State shall be a condition precedent to Any payment of consideration under this Contract and the State's Appwvai of any ehretges to insurance eovatagc dining rite course of perfarmmuex Almll constitute an m got yi wnditiou subsequent ibis Conrraar, AAyty faliuro of the State to t1ofely approve shall not comlicao a waivor of the condition. [aiurnnce Coveraaa. The 0antmetor shall, at the Cmttri clor's sole expense, Procure, Wr intain Rod keep In farce for the duration of the Contract the following insurance confatrning to the rtinimum,regairements specified below; Unioas specifically specified herein or otherwise agreed to by the State, the required insurance shalt be in effeot prior to the commencement of work by the Contractor find shall continue in force as appropriate unfit the tartar of. 1. Final acceptance by the State ofihe completion of this Contract; or 2. Such thus ae the insuran a Is no longer required by the State under the lama of this Connect. FotmA mml9510"; ft"ke,PB,ro, rnsru. /a 10/25/2008 08:44 1FAlt purtfax@purchasing.state.nv.us 0005/008 OCT -25 -2006 09:29 From.FISCRL 775 684 6475 To:96840leB P.5/9 Any insurance or self - insurance available to the State shall be excess of and nrn•cnntrthuting with any insurance required from contractor. Contractor's insurance policies shall apply on a primary basis. Until such lime as the insurance is no longer required by the state, Contractor shall provide the State with renewal or replacement evidence of insurance no less than thirty (3t)) days before the "pi ration or replacement of the required iin umnoe. If at any time during the period when insuwieu is requked by the Contract, an Insurer or surety shall fall to comply with the requirements of this Contract, as soon as Collimator has knowledge of any such failure, Contractor shall Immediately notify the State and immediately replace such insurance or bond with an insurer mewing the requirements. Workers'.rompenvadvitandEn to ar'.r I.WiR fivistrance 1) Contractor shall provide proor ol worker's compensation hnsttrance as required of Nevada Revised Statutes Chapters 616A through 6161) inclusive. 2) Ginpluyer's Liability innsunaae whit u rdnhmmi limit of $500,000 each employee per accident for bodily Injury by accident or disease. if this contract is for temporary or loascd employees, an Alrormore Employer endorsement most be attuelicd to the Contractor's workers' compeasatioh insurance policy. 3) If the Contractor qualities as a sole proprietor as delined in NRS Chapter 616A-11 0, and has elected to not purchase industrial insurance for himselfRterseif, the sole proprietor must submit to the eontraeting State agency a folly executed "Affidavit of Rejection of Coverage tinder NIY.S 61613627 and NRS 617.210" Non. r ommarrIal Gvnoral flabifitp lnrurance 1) Minimum Llmhs required: �2 00,„,000.00 Oenaral Aggregate - �i.000.000,00 products & Completed Operations Aggregate S personal and Advertising Injury $1 000,000.00. Each Occurrence 2) Covcroge shall be on an occurrence basis and shalt be at least as brarid its 18O 1996 form CO 00 01 (ore substitute form providing equivalent covcregay and shall cover liability arising from pretnisys, operations, independent coniractera, completed operations, personal injury, products, civil lawsuits, Title V)1 actions and liability assuawd under an insured contract (including the tart liability of another assumed In a business contract). Brixhi rs Autumobife Cfabiilty Imirance 1) Minimum Unlit required: Waived Each Occurrence for bodily hgjury tad property damage. 2) Cevvrap shuil W for "tiny site (including owned, non•nwncd and hired vehicles). The policy shall be written no I80 form CA 00 01 or a substitute providing equivalent liability coverage. if n000ssaty, die policy shall be undursud to provide contractual liability coverage. Pra acriomal flabii't Jfl0t1£r; 1) inimumLimitrequired: Maived EachCialin 2) Retroactive date, prior to commonocmcat ofdte perfbnmance of die contraot 3) Discovery period: Three (3) years alter termination data of con tract. 4) A acrtified copy of this policy may he roquhed. i:JnrbrtJlrr or T.xt'cxr Llnbiliry Insrrrance 1) May be used to achieve the above minimum liability limits. 2) Shall be endorsed to state it is "As Broad as primary Policy" [.'nmmere'!al Crime Imamrnneg Minimum Limit required: Waived Per toss for hmpioyee Dishonesty This hnsumncu Shall be underwritten oil it blanket form amending tine definition ul' "employee" to Include all employees of the Vendor regardless of positun or category. Perfurmrmrx Sacerity Anhountiequlred: MaivAll 1) Scourity may be to the form of surety bond, Certificate ur Deposit or Tresiany Note powille to the State of Nevad& nnl¢. 2) The security shall be deposited with die contracting Stoic agency no rater than ton (10) working days following award of tile Contract to Contractor. NmvrApproredliilUM1 prnkut 0004 P,p;e ref9 10/25/2006 08:44 IFAx purlfax @purchasing.state.nv.us @1006/008 8CT -25 -2006 09:29 From :FISCFL 775 684 6475 To:968401BB P.6r9 3) Upon succossibi Contract completion, the security and ail interest carved, if any, shall be returned W the Contractor. General Reuuirameots: a. Additional Insamd: Ry endorsement to the general liability insurance policy evidenced by Contractor, The state of N i.-Pada, Daparrraent of AdndnlsHathin, W affleerv, employees and knmung Contractors as deffned in NRS41.0307 shall he named as additional insureds for all liability arising from the Contract. It. Waiver QLaUhra%t -diO-U: mach liability immune policy shall provide for it waiver of subrugution as to additional insureds. c. "rocs -,idjg ,: All reyuinai liability policies shall provide cross - liability coverage as would W uehicve under the standard ISO separation of insureds clause. d. Ae-dtigUbles and Sql� Insured Retentions: insurance maintained by Contractor shall apply on a first dollar basis without appiicatlot of a deductible or sOf- hisurcd retention milers otherwise specifically agrocd to by the Stone. Such approval shalt not relieve Contractor IPom the obligation to pay any deductible or self - Insured retention. Any deductible or self. Insured retention shall not exceed $5,000 per occurrence, unless otherwise approved by the Risk Management Division. e. Poloy Cancellation: Iixcept for ten 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 State of Nevada, do Connecting Agency, the policy shall not be cancolod, non- ronewed or coverage and for limits reduced or materially aftorCd, and shall provide that notices required by this paragraph shall be sent by urli0txl untied to the address shown below. f ©mmyed low yd: Fault houn mm policy shall be: t) Issued by insurance companies authorized to do business in the State of Nevada or eligible surplus lines insurers acceptable to the State and having agents in Nevada upon whom serviloc ofprocess may be made, and 2) Currently rated by A.M. Rest as °A• VII" or better. Rvideneo of Insurance: prior to the start of any Work, (°nntraemr must provide the following dacumonrs to the contracting State agony: 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) Additional Insured Hndorsemcnt: An Additional Insured Endorsement ((:Ci20 It) or C20 26), signed by an authorized Insurance company must be sulnultoal to the State W evidence the cndurscmcnt of the Stare as an additional Insured per Cgneral Requirements, Subsection a above. 3) $pheduta ny_t)0,dariyjltgJnxurm7ce Pn(tcles: if Umbrella or Excess policy is evidenced to comply with minimum limits, a copy of the l)nderlycr Schedule from the itmhraila or fixcoss insurance policy may be required. Review view an, rove : Documents speeifled above must be submitted fbr review and approval by the State prior to the commencement of work by Contractor. Neither approval by the State nor failure to disapprove the insurance furnished by Contractor shall rolicvc Contractor of Contractor's full responsibility to provide the tnsurmnco required by this Contract. Cemp)lance with the insurance requirements of this Contract shall not limit the liability of Contractor or its sub= contractors, cmploycca or agents to the State or others, and shall be in addition to and not In Ilan of any other randy available to the State under this Contract or otherwise, Tho State reserves the right to request and review a copy of any required insurance policy or endorsement to ms tire compliance with these requirements. Mail all required insurance documents to the Contracting Agency identified on page one of the contract, 17. C.t)MI' IANC+ WITI I (.N,t1A1, Ut)LIUAI'lUNS. Contractor shall procure and maintain for the duration of this Contract any saute, county, city or federal license, authorization, waiver, permit, qualification or certification required by statute, ordinance, taw, or regulation to be field by Contractor to providcthc goods or services required by this Contract. Conunclor will be responsible to pay all taxe.5, assessments, fees, premiums, permits, and toonses required by law. Real property and per meat property tuxes ure ire responsibility of Contractor in accordance with NRS 361.157 mid 361.1,59, Contractor agrees to be responsible for payment of any such government obligations out paid by ila subcinuauWza during perbmiance of this Contract. 91he State may set- olragaimt consideration due any delinquent government obligation in ucc rdunou with NRS 3530,190, 18, WAIVER OF BIWAal Failure to declare a breach or the actual waiver of any particular breach or the Contract or Its material or nonmaterial terms by either party shall not operate as a waiver by such party of may of its rights or remedies as to any other branch. Penn Rpyrawd asia8/01 Revin• IA4 r ✓R +a 1'l 10/25/2008 08:44 IFAH purifax @purchasing.state.nv.uS 0 007/008 OCT-25 -2006 09:30 From.FISCAL 775 684 6475 To:96B401.BB 0.7/9 19, SEy,ERAB,IJ,.iT_Y, If any provision contained in this Contract Is held to be unenforceable by a court of law or equity, this Cantmct sbatl he construed as if such pmvislon did not exist mid the nononfnrccahility of such provision shall not be held to redder any other provision or provisions of this Contract uncnftrooshlo. 20. AS$iGNMENTA)MAOATION. Neither party may assign their respective rights and duties under this Agreement without the consent of the other party, which such cement not to he unreasonably withheld, conditions or dotayed; provided T- Mobile and the State may assign In whole nr In pan their respectfvo rights or duties under this Agreement without prior consent ofelmer parry to any parent, affiliate or subsidiary or to any party acquiring all or substantially all of the assigning party's copiml stoat: nr assuis (including, without limitation, any assignment by operation of luw). An Assignment of T- Mobilv'u rights shall not relieve T- Mubile of its obligations h, the 91411. 2t. STATE OWN 41F OF PRMIETARY INFORMA710N, Any reports, histories, studles, tests, user ads, Instructions, photographs, negatives, blue Prints, plans, maps, data, system designs, compulor code (which Is intended to be eonsidcration under the Contract), or any otter docmnemw or drawings, prepared or in the course of preparation by Contractor (or its subcontractors) in performance of its obligations under this Contract shall be the exclusive property of the Stare and all such materials shall be delivered into State puescsslon by Contractor upon uumpiclion, termination, or cancciiation of this Contract Contractor shalt not use, willingly allow, or cause to have such materials used fur nary purpose other than perfomtanco of Contractor's obiigntions under this COntrawt without the prior written consent of rho Sato. Notwithstanding the foregoing, the $rate shall have no proprietary interest ht any materials licensed for use by the State that arc subject to patent, trademark or copyright protection. 21 PUBIA RECORDS. Pursuant to NR9 239.010, inibnnaliun or documents received from C.ontramcr may he open to public Inspection wad copying. The State will have the duty to diselosa unless u particular record is made confidential by law or a commnri low balancing of interests. Contractor may label specific parts of an Individual document as a "trade seiner or "confidential" in accordance with NRS 323.333, provided that Contractor (hereby agrees to indemnify and defend die State for honoring such a dcsiymation, 'the frilare to .%n label any documctrl that is released by the Suite shalt constitute a complete waiver of ony.And all claims fur dtunugvs unused by any rolowe critic records. 23. CONFIDENTIALITY. Each party tccciving information (the "Receiving Party') undonak% to retain It confidence the terms of such information, technology, materials and know -how of the other party disclosed by the nature or tit oirounutanvua surrounding disclosure, ought in Send faith to be treated as proprietary and/or confidential ("Confidential hifonnationn "), The parties acknowledge and agree that this Agreement including pricing terms and rate plan mid Equipment discounts arc Confidential Information, Neither party shall use any Confidcadial Information with respect to which it is the Receving Party for arty purpose other than the tuitillrtent of this Agreement, Eacl party agrees to nsc masonable.effmts to prnzecl Confeiemixl information of the other party, and in any event, to take precautions at least as great is those taken to protcat its own confidential Information of a simileu nature. Faauh party shall also notify the other promptly In writing In the event such patty learns of any unauthAthead use or disclosure of any Confidential information that it has received from the other party, and will cooperate in pod faith to remedy such occurrence to the extent reasonably possible. The restrictions set for in this paragraph shall not apply to Any inf urnation phut: (a) was known by the Receiving Party without obligation of confidentiality prior to disclosure thereof by die other party; (b) was in or entered the public domain through no fault of the Receiving Party; (c) !s disclosed to the Receiving Party by 4 tldrd party lcgally entitled to make such disclosure without violation of any obligation Of confidentiality; (d) is required tube disclosed by applicable laws lv regulations (but in such even(, only to the extent required to be disclosed); or (e) Is Independently developed by ore Receiving Party without reference to any Confidential Information of the other party. 24. FEDERAL FUNDING. In the event Wend Ponds are used for payment of sit or part ofthis Contract: u. Contractor eertilies, by signing Oils Contract, thut nuithcr it nor its principals are presently debarred, se .speeded, proposed for debarment, declared ineligible, or voluntarily excluded front partieipatiun in this transaction by 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. 19160.14211), and any relevant program - specific regulations. Urfa provision shall lit required of every subcontractor receiving any payment in whole or in part from Ridend funds. 1). Contractor and its sobconiriotors stall comply with All terms, conditions, and requirements of the Americans wilt Dlsabilittes Act of 1990 (P.1.. 101 -1)6), 42 U.S.C, 12101, as amended, rid regulations adopted thercui lcr contained in 28 C.F.R. 26, 101.36099, inclusive, mid any relevant pmgnm- apgeifie regulations. e, Coutnwwr and its subcontractors shall comply with the requirements of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, P.L. 43•it2, as muended, and any relevant program - specific regulations, mid shall not diserbninate against any employoe or ullerur for employment because of race, national origin, creed, color, sex, religion, age, disability or handicap condition (including AIDS and AIDS- rclatud conditions.) 4ppmvrdetrtl8lv2 Railed 01194 v.km . q 10/2512008 09:44 IFAX purifax9purchaslnli.state.nv.us 0008/009 OCT -25 -2006 09:30 From :FISCAL. 77S 684 6475 Tor96840188 P.8�9 25, 1,01313YINO. The parties awoc, 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 Ute following: a. Any federal, state, county or local agencyy, legislature, commission, counsel or board; b. Any federal, state, county or local legislator, commission member, counsel member, board member, or other elected oRfctal; or o. Any officer or employee of any federal, state, county or local agency-, legislature, commission, counsel or board, 20, WAitRAN'IIES, Except for any other written warranty that may be provided, and to the extent permitted by law, all services, products and third party products are provided "as is ", "with ail faults" and without warranties oreny kin, either express or implied, including without limit, wamaades of titie, merchantability, man- lntHngement, or fimosc for a particular purpose, all of whiell are expressly disoloimad. You ussume all responsibility and risk for oat of the service or pmducu. We do not authorize anyone to make a warranty of any kind on our behalf, and you should not rely on any such statement Any statements made in packaging, manuals or other document, or by any of our dealers (except for any written limited wanunty that my be provided), are tirr Informational purposes only and aro not warranties by us of any kind. We and our officers, directors, employes, agents, dealers, suppliers, parents, subsidlarios or aMllates (-Mobile Affilhuce') do not warrant that the information, soltwtuu, products, processes, or services will be uninterrupted, accurate, complete, Useful, functional, bug or orror free, t ryou received a wriUeu "T- Mubilo limited warranty" with year phone, it is the only warranty made by us with respect to the phone. Wapplicable State law does nor Allow the. disclaimer of certain implied warranties, the relevant purtiurts of thc above exclusion may not apply to you. 27. PROPER A THCiRITY. Thu parties hereto roprosont and warrant that the person exectning this Contract on behalf of each party has Poll power and authority to cotter Into this Contract, Contractor acknowledges that as required by statmo or regulation this Contract Is effective only after approval by the State Bound of Exemincrs and only for the period of time specilied in the. Contract Any scrvicos performed by Cmdradnr befare this Contract is ufloclive or alley it cesscs to ho effective are performed at the sole risk ofcontranor. 4a'. ti]4L`4d4.nSILL�� �� w: ,rurt,aurr:rnnv:- rhea a.cmvuc[ mia ran ngmsana uan>,mnonsV[ mepanrcanarrxosnan oe gAYKaen by, and construed according to, Out laws orthc %uc or Nevada, without giving effect to any principle of Wnffict -of -law that would ruqulre the application of the low of any other jurisdiction. The parties consent to the jurisdiction of dte Nevada district courts for enforcement of this Contract 29: rNT R& CONTRACT AND MODIFICAT[ON. 'this Contract and its Integrated umuhrnunt(s) constitatc the entire agrcoment of the parties and such are intended as a complete, and exclusive statement of the promises, reprusenUdiuns, ncgo• fiatious, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless an Integrated attachment to this Contact specifically displays a mutual Intent to amend a particular pare of this Cbmracl, general conflicts in language between any such attachment acid this Contract shall be construct consistent with the terms of this Contract. Unless otherwise expressly authorized by the terra of this Contract, no modification or amendment to this Contract shall be binding upon the parties unless the same is in writing and signed by the respective parties Iterate and approved by the Oliico of the Attorney Qatoml and the State Board of gxaminets, Appr.rd 95N8161 Rood 61104 PON8Of7 10125/2006 09:44 IFAX purlfax @purchaBing.$tate.nv." 0009/009 OCT-25 -2006 09:30 From!FI5CAL 775 694 6475 To:96840186 P.919 IN WITNESS WFIERCOP, the ptulies hemtu have caused this Omlract to bo signed and Intend to be texally bound thereby. Dale lndepcnaa)Ya Conrcarmta Tala Admin'uuulur, P—basin, l)hinign TOO �'��y✓��fe.�/ /y., '^T a 17; _ vAMlNIiiCS Rippabnn• Amal fR Wuurmmv Approvotas mlbmt f7: (i>mieJ tkpary Auvrnq Gn mi ibrAuonuy CKncml (UUm) Appmm00.11OV62 Hwtnd 0!/114 l�ORPYaJY WSCA Participating Addendum ffi $ � g o `- Participating Addendum City of South Miami, Florida WESTERN STATES CONTRACTING ALLIANCE (WSCA) WIRELESS COMMUNICATION SERVICES AND EQUIPMENT MASTER PRICE AGREEMENT Nevada RFP /Contract Number 1523 Scope: This Participating Addendum will add the City of South Miami, Florida, a political subdivision in the state of Florida, as a participating entity allowed to purchase from the WSCA Master Price Agreement, Number 1523 resulting from Nevada Bid RFP #1523 with T- Mobile USA, Inc. (the "Master Price Agreement'). The state of Florida and its political subdivisions are eligible to purchase T- Mobile USA, Inc. ( "T- Mobile ") wireless products and services available under WSCA Master Price Agreement, Number 1523. This Participating Addendum covers purchases for Wireless Services and Equipment as outlined in the original RFP specifications and as awarded under the Master Price Agreement with T Mobile. 2. Changes: None. 3. Lease Agreements: None. 4. Primary Contact: The City of South Miami primary contact individual for this Participating Addendum is as follows: Name: Alfredo Riverol, CPA Cr.FA, Chief Financial Officer Address: 6130 Sunset Drive South Miami, FL 33143 Telephone: 305 -663 -6343 E -mail: ariverol @southmiamifl.gov 5. Servicing Subcontractors: The following servicing subcontractors are authorized to perform services. None. This Participating Addendum and the WSCA Master Price Agreement, together with its exhibits, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Price Agreement, together with its exhibits, shall not be added to or incorporated into this Participating Addendum or the Master Price Agreement and its exhibits by any subsequent purchase order or otherwise. Any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Price Agreement and its exhibits shall prevail and govern in the case of any such inconsistent or additional terms. T- Mobile USA Confidential & Proprietary p. 1 of 2 Created 11/3012006 Contact: Amy Hiat t Updated 1/23/2009 WSCA Participating Addendqm & & T m -M ob&- IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. Participating Entity: Contractor: CITY OF SOUTH MIAMI, FLORIDA T- MOBILE USA, INC. By: Name: Title: Date: Reviewed and Approved as to Form: T- Mobile USA, Inc. Legal Dept, 0 Name: Ferri Lakeru Title: Vice President— Business Sales Date: T- Mobile USA Confidential & Proprietary p. 2 of 2 Created 11/30/2006 Contact: Amy Hiatt Updated 1/23/2009 WSCA special offers: All pricing listed before 15% AVD • 15% AVD + Unlimited for Business at $219.99 for first 5 users with add a line at $40.00. Includes unlimited nights, weekends, mobile to mobile, billable and wifi calling. Pricing is before 15% discount • Full waiver of Early Termination Fees for Government Liable lines • Special handset pricing • $4.99 Per Minute Rate Plan with nights, weekends and mobile to mobile • $39.99 Web Connect Unlimited (no AVD) • $19.99 Blackberry Data Add -On • $24.99 Android • $24.99 Windows Mobile • $19.99 International Blackberry • $14.99 Tethering • $4.99 Unlimited SMS • Free SMS 400 • Waived International Discounted Roaming month feature (Normally $3.99) • Waived International Discounted Calling feature (Normally $3.99) • $9.99 Global for business • Free Wi -Fi calling with voice and data lines A mrs j N .< CO t3 t? U to tom? O M M M CD Q)- CL ¢ Edy 40 f33 tfl' E O O N C td .LM zs 4 ® C LL d E �' : Ro- gym. O N E 5i 'w O E O N CL i;y > u'•..r cis a) ;crc';5`,,r;2h F4i 0 C> 7 ti G pP! Lt u O C> d N C 0� CL M co 54tiz s x' N O O r' Jc +GY+ 401 U tso cu N O O ZS 'C r ``; -r k w LL. >+ >+ wW _O '>'j, f.... N N N 10 w ,N u <A N 7 LL t'06 F- O .Q EO "O cl : } ;5'.Yfr'..iQi°a+.IiClfitA`S.Cg .F a) Qi N O a (yt ' rhe' Y w.y u 5 tV '.a aiu^•st8° Jh ' N QS 0. LL Q � U. O d D co ( ✓ i�} � C'i�' �g`q,,,.. . � 1;�v }�yirs Q7 •i++ is E i. f l\wRll.`rh.