HomeMy WebLinkAbout2014 07 28 Consent 303 Change to Wireless Air Cards ContractCOMMISSION AGENDA
ITEM 303
REQUEST:
Informational
Consent
X
Public Hearings
Regular
July 28, 2014 KS KB
Regular Meeting City Manager Department
The Police Department requests Commission authorization to piggy -back off of State of
Florida Department of Management Services contract DMS- 1011 -008C for wireless air card
services for laptop computers through 01/18/17 and to authorize the City Manager and City
Attorney to prepare and execute all required documents.
SYNOPSIS:
The Police Department laptops require wireless communications connectivity to a variety of
criminal justice systems. The DMS contract is available through the State of Florida for
wireless aircard services and provides the best monthly rates available at this time. The
Police Department requests Commission authorization to use this contract through 01/18/17
and to authorize the City Manager and City Attorney to prepare and execute all required
documents.
CONSIDERATIONS:
Police Department laptop computers require wireless connectivity with the
Communications Center, The Florida Department of Law Enforcement (FDLE), the
Department of Highway Safety and Motor Vehicles (DHSMV), and all other jurisdictions
within our region on a 24 hour /7 day a week schedule. Wireless aircard service is required
as a recurring expense in the amount of approximately $38,800 annually, depending on the
number of aircards placed in service at any given time. This service allows for the
dispatching of calls for service, transmission of law enforcement sensitive information, and
day -to -day operations of the Police Department such as report writing and exchange of
information. This new contract allows us the same service at a better price, saving
taxpayers approximately $3,600 annually.
Consent 303 PAGE 1 OF 2 - July 28, 2014
FISCAL IMPACT:
Funding for this service will come from existing FY 2014 budgeted funds, however, this
new contract will allow the city to realize a monthly savings of approximately $3,600.00
annually effective upon its approval.
COMMUNICATION EFFORTS:
This Agenda Item has been electronically forwarded to the Mayor and City Commission,
City Manager, City Attorney /Staff, and is available on the City's Website, LaserFiche, and
the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the
respective Meeting Agenda which has also been electronically forwarded to the individuals
noted above, and which is also available on the City's Website, LaserFiche, and the City's
Server; has been sent to applicable City Staff, Media/Press Representatives who have
requested Agendas /Agenda Item information, Homeowner's Associations /Representatives
on file with the City, and all individuals who have requested such information. This
information has also been posted outside City Hall, posted inside City Hall with additional
copies available for the General Public, and posted at five (5) different locations around the
City. Furthermore, this information is also available to any individual requestors. City Staff
is always willing to discuss this Agenda Item or any Agenda Item with any interested
individuals.
RECOMMENDATION:
The Police Department recommends that the City Commission approve the use of State of
Florida State contract DMS- 1011 -008C for wireless aircard services, approval to utilize this
contract through its lifetime which is 01/18/17, and to authorize the City Manager and City
Attorney to prepare and execute all required documents.
ATTACHMENTS:
A- State of Florida Contract DMS - 1011 -008C
Consent 303 PAGE 2 OF 2 - July 28, 2014
DEPARTMENT OF MANAGFMENT
RICIZ SCOTT JOHN P. MILES
Governor SERVICES Secretary
4050 Esplanade Way I Tallahassee, Florida 32399 -0950 1 Tel: 850.488.2786 I Fax: 850.922.6149
MOBILE COMMUNICATION SERVICES
VERIZON CONTRACT
CONTRACT NO.: DMS- 10 /11 -008C
Contract No.: DMS 10 /11 -008C Page 1 of 25
Contract ].O MOBILE COMMUNICATIONSERVICESAGREEMENT
m, w
CONTRACT 1.0 MOBILE COMMUNICATION SERVICES AGREEMENT ........................................... ............................... 2
CONTRACT 1.0 - DEFINITIONS ................................................................................................... ............................... 5
1.01
BUSINESS DAY ............................................................................................................................. ............................... 5
1.02
BUSINESS HOURS ......................................................................................................................... ...............................
5
1.03
DEPARTMENT ............................................................................................................................... ..............................5
1.04
END USER( S) ............................................................................................................................... ...............................
5
1.05
EVENTS OF DEFAULT .................................................................................................................... ...............................
5
1.06
INTERNATIONAL DIALING ............................................................................................................... ...............................
5
1.07
ITN ........................................................................................................................................... ...............................
6
1.08
SERVICE( S) ................................................................................................................................... ..............................6
1.09
SERVICE ACCOUNT ....................................................................................................................... ...............................
6
1.10
SERVICE PROVIDER ....................................................................................................................... ...............................
6
1.11
STATE ........................................................................................................................................ ...............................
6
1.12
SUNCOM CLIENT(S) ................................................................................................................... ...............................
6
CONTRACT 2.0 - TERM OF AGREEMENT ................................................................................... ...............................
6
2.01
INITIALTERM .............................................................................................................................. ...............................
6
2.02
RENEWALTERM ............................................................................................................................ ..............................6
2.03
TERMINATION BY THE DEPARTMENT FOR CONVENIENCE ....................................................................... ..............................6
2.04
TERMINATION BY SERVICE PROVIDER FOR UNFORESEEN CIRCUMSTANCES ............................................... ...............................
6
2.05
TERMINATION FOR CAUSE .............................................................................................................. ...............................
7
2.06
TERMINATION FOR NON - APPROPRIATION ......................................................................................... ...............................
7
2.07
TRANSITION AND TRANSITION SERVICES ............................................................................................ ...............................
7
2.08
CONTRACT DOCUMENTS ................................................................................................................ ...............................
7
CONTRACT 3.0 - PROVISION OF SERVICE .................................................................................. ...............................
7
3.01
GENERALLY .................................................................................................................................. ..............................7
3.02
REPORTS .................................................................................................................................... ...............................
8
3.03
CUSTOMER CARE SERVICES ............................................................................................................ ...............................
8
3.04
NO PRIVITY WITH END USERS OR SU NCOM CLIENTS ........................................................................ ...............................
8
3.05
RIGHT TO DEACTIVATION OF UNUSED ACCOUNTS ............................................................................... ...............................
8
3.06
DISCOUNTS .................................................................................................................................. ..............................8
CONTRACT 4.0 - PRICING .......................................................................................................... ...............................
8
4.01
RATES ......................................................................................................................................... ..............................8
4.02
RATE INCREASES .......................................................................................................................... ...............................
8
4.03
INTERNATIONAL DIALING CHARGES .................................................................................................. ...............................
9
4.04
METERING OF CALLS ..................................................................................................................... ...............................
9
4.05
METERING OF DATA USAGE ........................................................................................................... ...............................
9
4.06
MINIMUM MONTHLY FEE ( MMF) .................................................................................................. ...............................
9
CONTRACT 5.0 - EQUIPMENT ................................................................................................... ...............................
9
5.01
RESPONSIBILITY FOR OBTAINING EQUIPMENT .................................................................................... ...............................
9
5.02
NETWORK COMPATIBILITY ............................................................................................................. ...............................
9
5.03
EQUIPMENT LISTS AND CATALOGS ................................................................................................. ...............................
10
5.04
REPORTS OF END USER EQUIPMENT .............................................................................................. ...............................
10
Contract No.: DMS 10 /11 -008C Page 2 of 25
D III "fiT•illff ll• 1. 11111101 *SAU :l i l *ST INoxel »Ifil11610 If
6.01
GENERALLY ............................................................................................................................... ...............................
10
6.02
WEEKLY CONFERENCE CALLS ........................................................................................................ ...............................
10
6.03
HELPDESK ................................................................................................................................... .............................10
6.04
ESCALATION REQUIREMENTS ........................................................................................................ ...............................
10
6.05
AUTHORIZED REPRESENTATIVES .................................................................................................... ...............................
11
CONTRACT 7.0 - TERMS OF PAYMENT ....................................................................................... .............................12
7.01
INVOICING OF CHARGES ............................................................................................................... ...............................
12
7.02
PAYMENT OF CHARGES ................................................................................................................ ...............................
12
7.03
TRANSACTION FEE ...................................................................................................................... ...............................
12
7.04
TAXES ...................................................................................................................................... ...............................
12
7.05
DISPUTED CHARGES .................................................................................................................... ...............................
12
7.06
PRORATION OF CHARGES ............................................................................................................. ...............................
12
7.07
CHARGES RESULTING FROM LOST OR STOLEN DEVICES ...................................................................... ...............................
13
7.08
RIGHT OF OFFSET ....................................................................................................................... ...............................
13
CONTRACT 8.0 - THE DEPARTMENT'S OBLIGATIONS .................................................................. .............................13
8.01
TRAINED STAFF .......................................................................................................................... ...............................
13
8.02
RESPONSIBILITY FOR ACTIONS OR OMISSIONS .................................................................................. ...............................
13
8.03
RESPONSIBILITY FOR AGENTS ........................................................................................................ ...............................
13
8.04
NO RIGHTS TO SERVICE PROVIDER'S FACILITIES OR INTELLECTUAL PROPERTY ......................................... ...............................
13
8.05
NOTICETO END USERS AND SUNCOM CLIENTS ............................................................................... .............................13
8.06
PROTECTION OF SERVICE PROVIDER MARKS .................................................................................... ...............................
14
8.07
CUSTOMER CHOICE .................................................................................................................... ...............................
14
8.08
MONITORING OF DISCRETIONARY USER UTILIZATION ........................................................................ ...............................
14
CONTRACT 9.0 - SERVICE PROVIDER'S OBLIGATIONS ................................................................. .............................14
9.01
NOTICE OF MATERIAL CHANGES IN SERVICE .................................................................................... ...............................
14
9.02
PLANNED OUTAGES .................................................................................................................... ...............................
14
9.03
UNFORESEEN OUTAGES ............................................................................................................... ...............................
15
9.04
DEPARTMENT TEST ACCOUNTS ....................................................................................................... .............................15
9.05
SUNCOM CLIENT TESTING AND EVALUATION ................................................................................. ...............................
15
9.06
SECURITY AND CONFIDENTIALITY ..................................................................................................... .............................15
9.07
PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC. (PRIDE) ................................ ...............................
15
9.08
PRODUCTS AVAILABLE FROM THE BLIND OR OTHER HANDICAPPED. SECTION 413.036(3), FLORIDA STATUTES ..........................
15
9.09
E- VERIFY EMPLOYMENT ELIGIBILITY VERIFICATION ........................................................................... ...............................
16
CONTRACT 10.0 -ABUSIVE OR FRAUDULENT USE OF THE SERVICES ............................................. .............................16
10.01
FRAUD ................................................................................................................................... .............................16
10.02
MINIMIZE ABUSE ................................................................................................................... ...............................
16
10.03
SUSPECTED ABUSE OR FRAUDULENT .......................................................................................... ...............................
16
10.04
FRAUDULENT USE OF SERVICES ................................................................................................. ...............................
16
10.05
DAMAGES RESULTING FROM ANY UNAUTHORIZED USE ................................................................ ...............................
16
10.06
INTERRUPT OR TERMINATE SERVICE ........................................................................................... ...............................
16
CONTRACT 11.0 - NO WARRANTIES ............................................................................................. .............................17
CONTRACT 12.0 - LIMITATIONS OF LIABILITY ............................................................................... .............................17
CONTRACT 13.0 - INDEMNIFICATION .......................................................................................... .............................18
13.01
INDEMNIFICATION .................................................................................................................. ...............................
18
13.02
CONDITIONS TO INDEMNIFICATION ............................................................................................ ...............................
18
Contract No.: DMS 10 /11 -008C Page 3 of 25
CONTRACT 14.0 - DISPUTES ......................................................................................................... .............................18
CONTRACT 15.0 —MISCELLANEOUS ............................................................................................. .............................19
15.01
SCRUTINIZED COMPANIES LISTS ................................................................................................ ...............................
19
15.02
ANNUAL APPROPRIATIONS ...................................................................................................... ...............................
19
15.03
WAIVER ................................................................................................................................. .............................19
15.04
PUBLIC RECORDS ................................................................................................................... ...............................
19
15.05
CONTRACTUAL OBLIGATIONS ................................................................................................... ...............................
19
15.06
NO SUBCONTRACTING ............................................................................................................ ...............................
19
15.07
NOTICES .............................................................................................................................. ...............................
19
15.08
FORCE MAJEURE ................................................................................................................... ...............................
20
15.09
ETHICAL RESPONSIBILITIES ....................................................................................................... ...............................
20
15.10
COMPLIANCE WITH LAWS ....................................................................................................... ...............................
20
15.11
E- RATE .................................................................................................................................. .............................21
15.12
ADVERTISING ........................................................................................................................ ...............................
23
15.13
ASSIGNMENT .......................................................................................................................... .............................23
15.14
EMPLOYEES, SUBCONTRACTORS, AND AGENTS ............................................................................ ...............................
23
15.15
GOVERNMENTAL RESTRICTIONS ................................................................................................ ...............................
23
15.16
LOBBYING AND INTEGRITY ....................................................................................................... ...............................
23
15.17
WARRANTY OF ABILITY TO PERFORM ......................................................................................... ...............................
24
15.18
MODIFICATION OF TERMS ......................................................................................................... .............................24
15.19
*FHP AND ASSOCIATED OR SIMILAR NUMBER ............................................................................ ...............................
24
15.20
SUCCESSORS AND ASSIGNS ...................................................................................................... ...............................
25
15.21
EXECUTION IN COUNTERPARTS ................................................................................................. ...............................
25
15.22
SEVERABILITY .......................................................................................................................... .............................25
Attachments
Exhibit 1 - Technical Requirements
Exhibit 2 - Business Process & Operation
Exhibit 3 - Pricing
Exhibit 4 - Enhanced Services and Solutions
Exhibit 5 - SLA Matrix
Exhibit 6 - Contract No.: 03 -STO -ITN -001 (MA4974) and Contract No: 725- 330 -05 -1
Exhibit 7 - Discounts
Exhibit 8- ANvard Memorandum, Supplemental Memorandum, and attachments demonstrating ranking
of service providers
Contract No.: DMS 10 /11 -008C Page 4 of 25
MOBILE COMMUNICATION SERVICES AGREEMENT
THIS MOBILE COMMUNICATION SERVICES AGREEMENT ( "Agreement "), effective as of the last date
signed below (the "Effective Date "), is between the Florida Department of Management Services, a State
agency Nvith its principal place of business at 4050 Esplanade Way, Suite 200, Tallahassee, FL 32399 -0950 (the
"Department "), and Verizon Wireless Personal Communications LP d /b /a Verizon Wireless and Verizon
Wireless of the East LP d /b /a Verizon Wireless by Cellco Partnership, its General Partner Nvith its principal
place of business at One Verizon Way, Basking Ridge, NJ 07920 - 1097( "Service Provider ").
WHEREAS, Service Provider provides Nreless voice and data services in certain areas of Florida; and
WHEREAS, the Department issued Invitation to Negotiate 410/11 -008 ( "ITN "), on September 2, 2010, in order
to select a company to provide such services; and
WHEREAS, the ITN process resulted in Verizon Wireless receiving a pricing score of 46, a technical score of
45.6, and a total score of 91.6, AT &T Mobility receiving a pricing score of 23, a technical score of 40.2 and a
total score of 63.2, and Sprint receiving a pricing score of 21, a technical score of 39, and a total score of 60;
and
WHEREAS, although Verizon Wireless received the highest score of the responsive vendors, Nvas the highest
ranked service provider, the Department believes it is in the best interest of the State to include AT &T Mobility
and Sprint as authorized service providers to ensure perpetual competition, and to permit agencies to choose the
service provider that provides the best value to the State.
NOW THEREFORE, in consideration of the mutual covenants and the promises contained herein, the parties
agree as follows:
Contract 1.0 - DEFINITIONS
1.01 Business Day: Means Monday through Friday, excluding State - observed holidays
1.02 Business Hours: Means 9:00 A.M. to 5:00 P.M. EST on anv Business Dav at the office responsible for
handling the pertinent interaction between Service Provider and the Department.
1.03 Department: Means the Florida Department of Management Services, acting through its Division of
Telecommunications ( "DivTel "). The Department is the customer of record under this Agreement.
1.04 End User(s): Means the individuals using the Nreless telecommunications services set forth in
Exhibit 1— Technical Requirements.
1.05 Events of Default: Means: (i) the failure of either party to pay any sum oNved to the other hereunder at
the time such amount comes due, (ii) the failure of either party to perform or observe any term,
condition, or covenant to be performed by it under this Agreement, or (iii) an unauthorized assignment
of this Agreement.
1.06 Internaional Dialing: Means a call to or from an End User's handset that originates or terminates
outside the United States and Canada.
Contract No.: DMS 10 /11 -008C Page 5 of 25
1.07 ITN: Means the Department's Invitation to Negotiate identified in the recitals above.
1.08 Service(s): Means the services provided by Service Provider to the Department under this Agreement,
including: (i) the Nvireless telecommunications services specified in Exhibit 1 (Technical
Requirements), (ii) the operational services specified in Exhibit 2 (Business Process and
Operations), and (iii) such other services not specifically described in this Agreement but Nvhich are
inherent in the provisioning of such services.
1.09 Service Account: Means the unique account through Nvhich services are offered and charges can be
incurred (Nvithout regard to who pays). Service Accounts are often associated Nvith a single user and
have one -to -one relationships Nvith Mobile Telephone Numbers, Electronic Serial Numbers, Subscriber
Identity Modules, Mobile Identification Numbers and/or device serial number.
1.10 Service Provider: Means the Nvireless telecommunications company identified in the first paragraph of
this Agreement.
1.11 State: Means the State of Florida.
1.12 SUNCOM Client(s): Means the entity or entities acquiring the Nvireless telecommunications services
set forth in Exhibit 1 from the Department. SUNCOM Clients may include State agencies, the
legislative and judicial branches, political subdivisions, counties, cities, municipalities, local school
boards, community colleges, universities, educational institutions, certain private non -profit K -12
schools, libraries, qualified commissions and boards, Nvater management districts, certain qualiA-ing
non -profit corporations, and other qualifying public agencies or authorities.
Contract 2.0 - TERM OFAGREEMENT
2.01 Initial Term
The initial term of this Agreement shall commence on the Effective Date. As such this contract Nvill
expire five (5) Nears after the effective date , unless sooner terminated in accordance Nvith the provisions
herein.
2.02 Renewal Term
Upon mutual agreement, the parties may renew the Agreement, in whole or in part, for reneNval terms
up to five (5) Nears. Each reneNval shall specIA- the reneNval price as set forth in the ITN response as
reflected in Section 4.02 below. Each reneNval must be in writing and signed by both parties, and is
contingent upon satisfactory performance evaluations and subject to availability of funds.
2.03 Termination By the Department for Convenience
The Department may terminate this Agreement for convenience upon one hundred eighty (180) days'
advance written notice to Service Provider when the Department determines in its sole discretion that it
is in the State's interest to do so. In the event of a termination for convenience, Service Provider shall
not be entitled to recover anv cancellation charges or lost profits.
2.04 Termination By Service Provider for Unforeseen Circumstances
The Service Provider may deem it necessary from time to time to change or update certain procedures
set forth in this Agreement in order to account for unforeseen circumstances or to more efficiently
conduct its business. If the Department unreasonably rejects such change or update, then Service
Provider may terminate this Agreement upon one hundred eighty (180) days' prior written notice. In the
Contract No.: DMS 10 /11 -008C Page 6 of 25
event of a termination for unforeseen circumstances, Service Provider shall not be entitled to recover
any cancellation charges or lost profits.
2.05 Termination for Cause
This Agreement may be terminated upon an Event of Default by either party if such Event of Default is
not cured by the defaulting party Nvithin thirty (30) days of receipt of written notice of the Event of
Default. The non - defaulting party shall have the immediate right, Nvithout further notice or
proceedings, to pursue such remedies and other actions as that party may deem appropriate under
Florida law.
2.06 Termination for Non - Appropriation
The state of Florida's performance and obligation to pay under this Contract is contingent upon annual
appropriation by the Legislature. Either party may terminate this Agreement in the event the
Legislature does not appropriate sufficient funds to cover the Department's obligations hereunder.
2.07 Transition and Transition Services
Service Provider Nvill have a period of eight (8) months from the date of execution of this Contract, in
accordance Nvith Section 5.02 of the ITN, to complete all transition activities as described in Exhibit 2,
Business Process & Operations, and to commence providing the services as specified herein (the
"Transition Period ").
The Transition Period contract processes and requirements are different from those processes and
requirements that Nvill govern after the Transition Period ends. As such, it is the desire of the parties
that, for only the Transition Period, the operational terms and conditions contained in the earlier
agreements between the parties for Wireless Data Services, Contract No.: 03 -STO -ITN -001 (MA4974)
and Wireless Voice Services, Contract No.: 725- 330 -05 -1, Nvill apply to this Contract. Those operations
terms and conditions are hereby incorporated into this agreement as Exhibit 6.
Upon any termination of this Agreement, Service Provider shall cooperate and use reasonable efforts to
(i) assist the Department and SUNCOM Clients to minimize any impacts resulting from the termination
and any transition to a new vendor, and (ii) offer the Services directly to any SUNCOM Client or End
User who meets Service Provider's credit requirements and who enters into a contract for service Nvith
Service Provider.
2.08 Contract Documents
This Contract, together Nvith the folloNving documents, set forth the entire understanding of the parties
Nvith respect to the subject matter. In case of conflict, the terms of the Contract shall control. If a
conflict exists among any of these documents, the documents shall have priority in the order listed:
A. Anv Amendments to the Contract.
B. Contract and Exhibits 1 - 8.
C. ITN No.: DMS- 10/11 -008, as amended.
Contract 3.0 - PROVISION OF SERVICE
3.01 Generally
Service Provider agrees to provide the Services in accordance Nvith the specifications and requirements
set forth in this Agreement.
Contract No.: DMS 10 /11 -008C Page 7 of 25
3.02 Reports
The Service Provider shall provide monitoring tools Nvith reporting functionality, if available, to the
Department Nvhich monitors the defined SLA service parameters in accordance Nvith Exhibit 5.
The reports referenced in Exhibit 1, Exhibit 2, and Exhibit 5 (SLA Matrix) shall be provided by the
Service Provider. The Service Provider shall submit reports in electronic format to the
Department. The reports shall be due Nvithin a timeframe mutually agreed upon between the parties or
no later than 30 days folloNving the request from the Department. Any additional ad hoc reports
requested by the Department shall be provided by the Service Provider upon mutual agreement of the
format and within a timeframe mutually agreed upon between the parties.
3.03 Customer Care Services
Service Provider's technical support resources (call centers, Nvebsite, etc.) shall be available to End
Users and SUNCOM Clients for resolution of most Service - related issues. In addition, the Department
and SUNCOM Clients Nvill have access to a technical support desk as set forth in Section 6.03 below.
3.04 No Privity With End Users or SUNCOM Clients
Unless othenvise provided in this Agreement, Service Provider has no obligations to the End Users or
SUNCOM Clients for the resolution of billing and account issues relating to the Service and shall not
be authorized to send anv bills for the Service to such End Users or SUNCOM Clients.
3.05 Right to Deactivation of Unused Accounts
The parties Nvill cooperate to ensure that End User accounts do not lie dormant for extended periods of
time (six months or more). Service Provider shall not deactivate such accounts until the Department
has been given at least sixty (60) days to investigate and notifv the SUNCOM Client. If circumstances
warrant, the Department may require Service Provider to postpone the planned deactivation for some
identified period of time.
3.06 Discounts
See Exhibit 7 for details regarding discounts available to SUNCOM Clients, employees and retirees. Other
terms and conditions of this Agreement do not apply to Exhibit 7.
Contract 4.0- PpjaNc
4.01 Rates
The full and complete prices for the Services are set forth on Exhibit 3, attached hereto.
4.02 Rate Increases
The rates set forth on Exhibit 3 may not increase prior to January 1, 2014. Beginning January 1, 2014,
Service Provider may increase the pricing subject to the folloNving limitations: (i) the Department must
be given at least one hundred eighty (180) days advance written notice of the exact amount of the price
increase; (ii) no more than one price increase may be made in any twelve (12) month period; and (iii)
the price increase may not exceed the most recent annual percentage increase in Consumer Price Index
(CPI -W) for Urban Wage Earners and Clerical Workers, All Items, South Region (using the most recent
twelve months of Labor Department statistics available at the time the notice Nvas given). No
retroactive price increases are alloNved.
Contract No.: DMS 10 /11 -008C Page 8 of 25
4.03 International Dialing Charges
Unless othenvise instructed by the Department, Service Provider shall not enable International Dialing
( "IDIAL ") on End Users handsets. If international calling is enabled, Service Provider may reasonably
restrict availability and may charge the Department at Service Provider's standard international long
distance rates, including toll charges. See definition for "International Dialing."
4.04 Metering of Calls
The length of calls is generally measured from the time the End User presses the "SEND" key and ends
N-,-hen the phone device disconnects from Service Provider's facilities or Nvithin one second after the End
User presses the "END" key if sooner. When airtime is charged for feature use Nvithout radio airtime
being used (such as Call Fonvarding features), measurement is based on switch access time.
4.05 Metering of Data Usage
Service Provider monitors all data sent to and from the device Nyhich can include, Header, Pavload,
ICMP and retransmitted packets. Billable data is determined by data mediation Nyhich accounts for the
specifics of the End Users rate plan. Data can be billed in kbps, mbps and Gbps depending on the End
User specific rate plan. Billing Nvill round up to the next kbps, mbps or Gbps specific to the End User
rate plan. Branded /Package/Premium services may include unlimited usage for specific data use in
which byte counts for the allowed unlimited data Nvould be removed from the total byte count during
data mediation.
4.06 Minimum Monthly Fee (MMF)
Every SUNCOM Client's Service Account Nvill incur a minimum monthly charge (as set in Exhibit 3 -
Price) unless the Service Account's utilization cost exceeds the Minimum Monthly Fee's amount.
Contract S. O - EQUIPMENT
_5.01 Responsibility for Obtaining Equipment
SUNCOM Clients and End Users shall be responsible for obtaining the equipment necessary to use the
Services from Service Provider or third parties. The Department may impose reasonable policies
respecting such equipment.
5.02 Network Compatibility
Pursuant to this Agreement, Service Provider agrees to offer equipment (including accessories) to
SUNCOM Clients on the folloNving basis:
(i) Comparable Terms and Prices: The equipment models, standard prices and standard terms of
sale shall be comparable to those offered to Service Provider's largest customers in Florida.
(ii) Minimum Discounts: Pricing shall reflect, at a minimum, the discounts set forth on Exhibit 3 -
Pricing (Pricing for Equipment).
(iii) Promotions: Service Provider may offer equipment sales promotions to SUNCOM Clients Nvith
the Department's consent. If requested, the Department may (but is not required to) assist in
publishing these promotions.
(iv) Ordering Process: Service Provider may require SUNCOM Clients to follow reasonable
procedures for ordering, receiving and paying for the equipment (e.g., a requirement that all
Contract No.: DMS 10 /11 -008C Page 9 of 25
orders be placed through a designated account executive or toll -free number).
(v) Cancellation Fees: Any applicable term commitments or earIv cancellation fees relating to
service /equipment Nvill be the responsibility of the Department.
(vi) Warranties: Service Provider agrees to pass through to SUNCOM Clients any and all
equipment vendor Narranties (including battery) to the fullest extent alloNved under applicable
law.
(vii) Americans Nvith Disabilities Act: Service Provider shall identIA- any products that may be used
or adapted for use by visually, hearing, or other physically impaired individuals.
5.03 Equipment Lists and Catalo6s
The parties Nvill cooperate in updating the equipment lists and catalogs set forth in Service Provider's
response to the ITN. These updated lists and catalogs (Nvith applicable pricing) shall be made available
for vieNving and ordering by SUNCOM Clients in accordance Nvith Exhibit 2 — Business Process and
Operation. Service Provider shall provide the Department Nvith reasonable advanced notice (i.e., prior
to the effective date) of any equipment included in the lists and catalogs Nvhich Nvill be discontinued.
5.04 Reports of End User Equipment
To Be Provided To The Department. Service Provider Nvill provide the Department Nvith monthly
reports as described in Exhibit 2 — Business Process and Operation.
Contract 6.0 - BUMNESSPROCESSAND OPERATIONS
6.01 Generally
The initial business processes and operational requirements applicable to this Agreement are set forth
on Exhibit 2 — Business Process and Operation. The parties shall cooperate to make reasonable
clarifications, modifications, additions or deletions to these requirements from time to time based on
changing circumstances and /or the desire for better efficiencies. BST the end of the Development and
Preparation Phase contemplated in Exhibit 2 — Business Process and Operation, the parties Nvill
organize and set forth the requirements in a comprehensive Operational Guide Nvhich each party Nvill
follow in good faith. Changes in the Operational Guide may be accomplished and implemented by
mutual agreement Nvithout a formal amendment to the Agreement.
6.02 Weekly Conference Calls
Service Provider shall participate in a Nveekly conference call Nvith the Department to discuss and
provide status on all open or unresolved issues related to the Services (including trouble tickets). It shall
be the responsibility of Service Provider to coordinate and initiate the call at a time acceptable to the
Department's staff. At the Department's discretion, the call frequency may be modified.
6.03 Helpdesk
To address issues relating to the Service or this Agreement that are beyond the expertise of Service
Provider's standard customer care resources, Service Provider shall provide a centralized trouble
reporting and maintenance system ( "HelpDesk) for use by the Department and SUNCOM Clients.
6.04 Escalation Requirements
Service Provider's escalation procedure and contact list to be used for unresolved SUNCOM Client
problems, unresolved network problems, or problems not being resolved in a timely manner shall
include names, titles, and phone numbers of contacts in Service Provider's escalation chain.
Contract No.: DMS 10 /11 -008C Page 10 of 25
6.05 Authorized Representatives
Immediately upon execution of this Agreement, Service Provider shall notifv the Department of its
authorized representatives for purposes of giving and receiving the notices provided for under this
Section 6.0 and anv other Service orders, including those Nvhich involve the activation, change, or
discontinuance of Service.
The Department's authorized representatives are as follows:
A. Contract Administrator
The employee primarily responsible for administrative duties relating to the Agreement, such as
maintaining the Contract file and financial information on this Contract, and Nvill serve as the
liaison Nvith the Contractor's Contract Manager and Department.
Christina Espinosa, FCCN, FCCM
Purchasing Analyst
Departmental Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 380.9z
Telephone: (850) 410 -2404
The Department may appoint a different Contract Administrator, Contract Manager and /or
SUNCOM Product Manager Nvithout an amendment to the Agreement, by sending written
notice to Service Provider.
B. Contract Manager
The employee primarily responsible for overseeing each party s performance under to the terms
of this Agreement. Any communication from the Contractor to the Department relating to the
Agreement shall be copied to the Contract Manager.
Jonathan Rakestraw
Division of Telecommunications
Department of Management Services
4030 Esplanade Way, Suite 115
Tallahassee, Florida 32399 -0950
Telephone: (850) 921- 0857 / Fax: (850) 921- 5162
E -mail: Jonathan .rakestraw,ti;dms.mvflorida.com
C. SUNCOM Product Manager
The employee primarily responsible for overseeing the technical requirements for this
Agreement.
Raghib Qureshi
Division of Telecommunications
Department of Management Services
4030 Esplanade Way, Suite 125J
Tallahassee, Florida 32399 -0950
Telephone: (850) 413 -0319
E -mail: raghib .dureshi,(-i;dms.mvflorida.com
Contract No.: DMS 10 /11 -008C Page 11 of 25
Contract 7.0 - TERMS OFPAYMENT
7.01 Invoicin6 of Char6es
Invoicing shall comply Nvith the terms and conditions set forth in Exhibit 2 (Business Operations)
attached to this Agreement.
7.02 Payment of Char6es
Pavinent shall be made in accordance Nvith State law, including Sections 215.422 and 287.0585, Florida
Statutes, Nvhich govern time limits for payment of invoices. Invoices that must be returned to Service
Provider due to preparation errors Nvill result in a delay in payment. The Department is solely
responsible for all charges billed under this Agreement, Nvhether or not a SUNCOM Client has paid the
Department for such charges.
7.03 Transaction Fee
The State has instituted MvFloridaMarketPlace, a stateNvide eProcurement System ( "System ").
Pursuant to Section 287.057(23), Florida Statutes, all payments shall be assessed a Transaction Fee of
one percent (1.0 %), Nvhich Service Provider shall pay to the State, unless exempt pursuant to Rule 60A-
1.032, F.A.C.
For payments Nvithin the State accounting system (FLAIR or its successor), the Transaction Fee shall,
N-,-hen possible, be automatically deducted from payments to Service Provider. If automatic deduction is
not possible, Service Provider shall pay the Transaction Fee pursuant to Rule 60A- 1.031(2), F.A.C. By
submission of these reports and corresponding payments, Service Provider certifies their correctness.
All such reports and payments shall be subject to audit by the State or its designee.
Service Provider shall receive a credit for anv Transaction Fee paid by Service Provider for the
purchase of any item(s) if such item(s) are returned to Service Provider through no fault, act, or
omission of Service Provider. NotNvithstanding the foregoing, a Transaction Fee is non - refundable
N-,-hen an item is rejected or returned, or declined, due to Service Provider's failure to perform or comply
Nvith specifications or requirements of the Agreement.
Failure to comply Nvith these requirements shall constitute grounds for declaring Service Provider in
default and recovering re- procurement costs from Service Provider in addition to all outstanding fees.
SERVICE PROVIDERS DELINQUENT IN PAYING TRANSACTION FEES MAY BE SUBJECT
TO BEING REMOVED FROM THE DEPARTMENT'S VENDOR LIST AS PROVIDED IN RULE
60A- 1.006, F.A.C.
7.04 Taxes
The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property.
The State Nvill not pay for any personal property taxes levied on Service Provider or for any taxes levied
on employees' Nvages.
7.05 Disputed Char6es
Disputed charges shall be handled in the manner set forth in Exhibit 2 — Business Process and
Operation, Section 5.07.7, attached to this Agreement and to pursuant to Section 215.422, Florida
Statutes and Rule 60FF -2 Florida Administrative code.
7.06 Proration of Charles
MonthIv fees for billing periods of less than one month Nvill be prorated based on the actual number of
days in such periods.
Contract No.: DMS 10 /11 -008C Page 12 of 25
7.07 Charles Resulting from Lost or Stolen Devices
In the event an End User's or SUNCOM Client's voice or data transmitting device ( "Device ") is lost,
stolen, or othenvise absent from the End User's or SUNCOM Client's possession or control, the
Department shall nevertheless be liable for all charges attributable to the Device until it or the End User
or SUNCOM Client notifies Service Provider during Business Hours of such loss, theft, or unauthorized
absence, in which case the Department's liability therefore shall terminate at the earlier of (i)
deactivation of the Device by Service Provider, or (ii) the end of four (4) Business Hours after such
notification is received by Service Provider. Service Provider shall use reasonable efforts, taking into
account all circumstances which shall include other operational demands placed upon its employees, to
deactivate Service to the Device affected as soon as practicable.
7.08 Right of Offset
The Department may, in addition to other remedies available at law or equity and upon notice to
Service Provider, retain from amounts due Service Provider such monies as may be necessary to satisA-
any claim arising under (i) this Agreement, or (ii) any other liability or obligation of Service Provider or
its affiliates to the State of Florida.
Contract 8.0 - THE DEPARTMENT'S OBLIGATIONS
8.01 Trained Staff
The Department shall provide an adequate and properly trained staff to receive and investigate any
complaints from its End Users or SUNCOM Clients relating to Service, and Nvill report any trouble to
Service Provider Nvith respect to Service only upon reasonable verification that such trouble is due to
reasons other than the misuse or malfunctioning of the End User's or SUNCOM Client's equipment or
the failure of such equipment to meet the technical standards for compatibility Nvith Service.
8.02 Responsibility for Actions or Omissions
The Department shall be solely responsible for all costs and expenses incurred in connection Nvith its
actions or omissions in the sale of Service or othenvise relating to this Agreement. The Department
shall act in all respects on its own account, and shall be solely responsible for such things as billing,
collection and, except as provided in Section 11 and Exhibit 1 — Technical Requirements, abuse or
fraudulent use of anv element of the Service, Nvhether by the Department's employees or agents of the
Department, an End User or a SUNCOM Client, or any third party (excepting only actions by Service
Provider, Service Provider's agent or Service Provider's employees), provided Service Provider has
folloNved the Department's instructions under this Agreement Nvith respect to such use.
8.03 Responsibility for Agents
The Department is responsible for the performance of its agents, if any, and shall ensure that its agents
are in compliance Nvith any applicable terms of this Agreement and any other applicable industry
standards, rules and regulations.
8.04 No Rights to Service Provider's Facilities or Intellectual Property
No provision of this Agreement shall be construed as vesting in the Department any control, ovriership
or rights in any facilities, operations or intellectual property of Service Provider.
8.05 Notice to End Users and SUNCOM Clients
The parties Nvill cooperate in advising each End User and SUNCOM Client of the following:
Contract No.: DMS 10 /11 -008C Page 13 of 25
(i) The availability of the Service is not assured at all times or places;
(ii) The privacy of the Service is not assured at all times or places;
(iii) End Users and SUNCOM Clients have no contractual relationship Nyith Service Provider Nyith
respect to the Service; and
(iv) Any liability Service Provider might have to an End User or a SUNCOM Client for the Service
shall not exceed the liability Service Provider Nyould have if the End User or SUNCOM Client
Nyas a direct customer of Service Provider and had agreed to Service Provider's standard terms
and conditions.
The above notice requirements may be satisfied by a reasonably placed posting on the Department's
SUNCOM Nyebsite.
8.06 Protection of Service Provider Marks
The Department recognizes the right, title, and/or interest of Service Provider (through ovriership or
license) to all service marks, trademarks, and trade names ovmed by or used by Service Provider (the
"Marks "). The Department agrees not to, directly or indirectIv, contest or othenyise impair such right,
title, and interest of Service Provider. The Department has no rights, and shall not acquire any right,
title or claim to the Marks, shall not use anv Marks, and shall not use Service Provider or anv
trademarks or trade names of Service Provider, directIv or indirectly-, Nyithout the prior written consent
of Service Provider.
8.07 Customer Choice
Pursuant to chapter 287, Florida Statutes, the Department engaged in a lengthy competitive bidding
process to determine Nyhich solution offered the best value to the State of Florida. At the conclusion of
the competitive bidding process, Verizon Wireless received the highest ranking on both the price and
technical components of the ITN. See Exhibit 8. Pursuant to this Agreement, agencies are permitted to
choose betvyeen the three vendors on the Agreement N-,-hen malting mobile communication purchases.
HoNvever, agencies should follovy their best practices in malting the purchase decision, incorporating
objective factors that include, but are not limited to, price, quality, design and Nyorkmanship.
8.08 Monitorin6 of Discretionary User Utilization
The Department shall monitor, on a quarterly basis, cumulative utilization of all the agreements
resulting from the ITN by all users other than State Agencies (generally referred to as Discretionary
Users). Service Provider shall matte a good faith effort to promote the services as prescribed in the ITN.
HoNvever, if utilization of all the agreements resulting from the ITN by Discretionary Users decreases
by 10% or more cumulatively as verified by a joint study, the Department shall consider revising this
Agreement to prevent the loss of Discretionary Users.
Contract 9.0- SERVICE PROVIDER'S OBLIGATIONS
9.01 Notice of Material Changes in Service
Service Provider agrees to provide timely and reasonably detailed notice to the Department (based on
circumstances present) of any material changes in Service of either a permanent or temporary nature.
9.02 Planned Outa6es
The Service Provider, over the Nreless netvyork, shall send a popup, text message, or other type
communication Nyhich informs the end customer of the anticipated outage including date, time, and
duration.
Contract No.: DMS 10 /11 -008C Page 14 of 25
9.03 Unforeseen Outages
A notification mechanism shall send a notification to the Department communicating the Nvireless
services may not be available in a generalized area Nvith an estimated time for service restoration.
9.04 Department Test Accounts
Service Provider shall furnish up to ten (10) voice and up to ten (10) data (including equipment, voice
airtime, and data transmit) Nvireless devices for use by the Department as test accounts. The test
accounts shall be used to perform evaluation testing for the life of the aNvarded contract. The test
accounts and devices shall be furnished at no cost.
9.05 SUNCOM Client Testing and Evaluation
Prior to making their initial order for Service, SUNCOM Clients shall be permitted to obtain Nvireless
demonstration equipment, including airtime, for the purposes of testing and evaluation at no additional
cost.
9.06 Security and Confidentiality
A. The Service Provider shall comply fully Nvith all security procedures, laws and regulations of
the United States, State and the Department in performance of the Agreement.
B. The Service Provider (and any person or entity obtaining information through Service Provider)
shall not divulge to any third parties any confidential information obtained by Service Provider
or its agents, subcontractors or employees in the course of performing the Services. Such
confidential information shall include but not be limited to, End User phone numbers, usage
records, location information and other forms of identification of End User, security
procedures, business operations information, or commercial proprietary information of the
State, the Department, a SUNCOM Client or an End User. The Service Provider shall not be
required to keep confidential any information or material that is publicly available through no
fault of Service Provider, material that Service Provider developed independently Nvithout
relving on the State's or SUNCOM Client's confidential information, or material that is
othenvise obtainable under State law as a public record. To ensure confidentiality, Service
Provider shall take appropriate steps as to its personnel, agents, and subcontractors. The terms
of this paragraph shall survive the termination of this Agreement.
9.07 Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE)
Section 946.515(2), Florida Statutes, requires the folloNving statement to be included in this Agreement:
"It is expressly understood and agreed that any articles Nvhich are the subject of, or required to carry out,
the Agreement shall be purchased from the corporation identified under Chapter 946 of the Florida
Statutes (PRIDE) in the same manner and under the same procedures set forth in sections 946.515(2)
and (4) of the Florida Statutes; and for purposes of the Agreement the person, firm, or other business
entity earn-Ing out the provisions of the Agreement shall be deemed to be substituted for the agency
insofar as dealings Nvith such corporation are concerned." Additional information about PRIDE and the
products it offers is available at http: / /N «vw.i)rldefl.com.
9.08 Products Available from the Blind or Other Handicanned. Section 413.036(3). Florida Statutes
Section 413.036(3), Florida Statutes, requires the folloNving statement to be included in this Agreement:
"It is expressly understood and agreed that any articles that are the subject of or required to carry out,
this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped
that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same
procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this contract the
Contract No.: DMS 10 /11 -008C Page 15 of 25
person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be
substituted for the State agency insofar as dealings Nvith such qualified nonprofit agency are concerned."
Additional information about the designated nonprofit agency and the products it offers is available at
http : / /N « «v.resl)ectofflorida.org.
9.09 E- Verify Employment Eli6ibility Verification
Pursuant to State of Florida Executive Orders Nos.: 11 -02 and 11 -116, Contractor is required to utilize
the U.S. Department of Homeland Security s E- VeriA- system to verIA- the employment of all new
employees hired by Contractor during the contract term. Also, Contractor shall include in related
subcontracts a requirement that subcontractors performing Nvork or providing services pursuant to the
state contract utilize the E- VeriA- system to verIA- employment of all new employees hired by the
subcontractor during the contract term.
Contract 10.0 - ABUSIVE OR FR4 UDULENT USE OF THE SERVICES
10.01 Fraud
If Service Provider reasonably suspects that any Service is being abused or used for fraudulent
purposes, Service Provider reserves the right to terminate such Service to the End User immediately. In
those instances, the Department shall have no liability for abuse or fraudulent use charges incurred after
Service Provider's suspicion occurred. Service Provider shall use reasonable efforts during Business
Hours to provide advance notice of termination of Service.
10.02 Minimize Abuse
The Department agrees to (i) make good faith efforts to minimize abuse or fraudulent use, (ii) promptly
report any suspected abuse or fraudulent use to Service Provider, and (iii) cooperate in any investigation
or prosecution initiated by Service Provider. Service Provider may require the Department to cancel the
right to use Service by any of its End Users or SUNCOM Clients abusing or fraudulently marketing or
using Service.
10.03 Suspected Abuse or Fraudulent
If Service Provider gives the Department notice of suspected abuse or fraudulent use prior to
termination of Service, the Department shall be liable for all abuse or fraudulent charges, costs or
damages incurred more than twenty -four (24) hours (or such shorter period as Service Provider
specified) after Service Provider provides such notice, unless the Department has instructed Service
Provider in Nvriting to terminate Service Nvithin twenty -four (24) hours (or such shorter period as
Service Provider specifies) of receiving Service Provider notice.
10.04 Fraudulent Use of Services
If the Department at any time suspects that any Service may be, has been or is being used for abuse or
fraudulent purposes, the Department shall be liable for all costs or charges incurred until four (4)
Business Hours after the Department notifies Service Provider to terminate Service under Section 2.05.
10.05 Dama6es Resultin6 From Any Unauthorized Use
Any charges, costs or damages resulting from any unauthorized use of Service that Nvere not caused by
the actions or inactions of the Department, or an End User shall be the liability of Service Provider.
10.06 Interrupt or Terminate Service
Upon notice to Department, Service Provider may interrupt or terminate Service if Service Provider
determines that the End User's use of the Service infringes intellectual property rights.
Contract No.: DMS 10 /11 -008C Page 16 of 25
Contract 11.0 - No wARRANTIEs
SERVICE PROVIDER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES OF ANY NATURE RELATING WHATSOEVER TO THE SERVICE, SOFTWARE
OR ANY EQUIPMENT PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR USE.
TO THE EXTENT SERVICE PROVIDER PROVIDES ACCESS TO INFORMATION PROVIDED
BY OTHER SOURCES, SERVICE PROVIDER ACCEPTS NO LIABILITY FOR AND MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT THEREOF.
Contract I2.0 - LIMITATIONS OF LIABILITY
SERVICE PROVIDER'S LIABILITY FOR DAMAGES OR COSTS ARISING FROM ERRORS,
OUTAGES, OR FAILURES OF SERVICE, LACK OF SECURITY IN USE OF SERVICE, OR
DEFECTS OR MALFUNCTIONS OF THE FACILITIES, OCCURRING IN THE COURSE OF
PERFORMING UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL BASIS FOR SUCH
CLAIM, SHALL IN ANY EVENT BE LIMITED TO AN AMOUNT EQUAL TO THE
PROPORTIONATE CHARGE TO THE DEPARTMENT FOR THE PERIOD OF SERVICE DURING
WHICH SUCH ERRORS, OUTAGES, FAILURES, DEFECTS, OR MALFUNCTIONS OF
EQUIPMENT OCCUR, SUBJECT TO THE ADDITIONAL LIMITATIONS BELOW. THE ABOVE
LIMITATION DOES NOT INCLUDE ANY POTENTIAL LIABILITY FOR INTENTIONAL
TORTS.
NO PARTY SHALL BE LIABLE TO ANOTHER FOR SPECIAL, INDIRECT, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA OR RECORDS (EXCEPT TO THE
EXTENT THE SERVICE PROVIDER IS REQUIRED TO BACK -UP DATA OR RECORDS), EVEN
IF THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE. NO PARTY
SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUE, OR LOST INSTITUTIONAL
OPERATING SAVINGS.
THE DEPARTMENT ACKNOWLEDGES THAT SERVICE IS MADE AVAILABLE TO
EQUIPMENT ONLY WHEN THE EQUIPMENT IS WITHIN OPERATING RANGE OF THE
FACILITIES LOCATED WITHIN THE WIRELESS SYSTEM. SERVICE MAY BE
TEMPORARILY REFUSED, INTERRUPTED OR LIMITED FOR MANY REASONS.
INDIVIDUAL CONNECTIONS MAY BE "DROPPED" (I.E., INVOLUNTARILY
DISCONNECTED) FOR A VARIETY OF REASONS AS WELL. SERVICE PROVIDER SHALL
INCUR NO LIABILITY FOR ITS INABILITY TO PROVIDE ADEQUATE SERVICES
HEREUNDER IF SUCH INABILITY IS DUE TO THE LACK OF NETWORK COVERAGE,
NETWORK CAPACITY, OR TO CAUSES BEYOND THE SERVICE PROVIDER'S
REASONABLE CONTROL. NOR SHALL SERVICE PROVIDER BE RESPONSIBLE FOR ANY
ACT OR OMISSION RELATED TO THIRD PARTY EQUIPMENT OR SYSTEMS USED IN
CONNECTION WITH THE SERVICE.
WIRELESS SYSTEMS USE RADIO CHANNELS TO TRANSMIT VOICE AND DATA
COMMUNICATIONS OVER A COMPLEX NETWORK, AND PRIVACY CANNOT BE
Contract No.: DMS 10 /11 -008C Page 17 of 25
GUARANTEED. SO LONG AS THE SERVICE PROVIDER HAS TAKEN REASONABLE
PRECAUTIONS AND COMPLIED WITH THE TERMS OF THIS AGREEMENT, THE
DEPARTMENT AGREES THAT SERVICE PROVIDER SHALL NOT BE LIABLE TO THE
DEPARTMENT OR TO END USERS FOR ANY SUCH LACK OF PRIVACY.
FOR ALL CLAIMS AGAINST SERVICE PROVIDER RELATING TO THE SERVICES
PROVIDED UNDER THIS AGREEMENT, AND REGARDLESS OF THE BASIS ON WHICH THE
CLAIMS ARE MADE, THE SERVICE PROVIDER'S LIABILITY FOR DIRECT DAMAGES
SHALL BE LIMITED TO $1,000,000.
THESE LIMITATIONS SHALL NOT APPLY TO CLAIMS ARISING UNDER THE
INDEMNIFICATION PROVISIONS IN THIS AGREEMENT, OR UNDER SECTIONS 15.10
(COMPLIANCE WITH LAWS) OR 15.11 (E -RATE) OF THIS AGREEMENT.
Contract 13.0 - INDEMNIFICATION
13.01 Indemnification
Service Provider shall be fulIv liable for the actions of its agents, employees, partners, or subcontractors
and shall fulIv indemnifv, defend, and hold harmless the State, the Department, the SUNCOM Clients
and the End Users, and their officers, agents, and employees, from suits, actions, damages, and costs of
every name and description, including attorneys' fees, arising from or relating to the a breach of this
Agreement by Service Provider. HoNvever, the foregoing shall not apply for that portion of any loss or
damages proximately caused by the negligent act or omission of the State, the Department, a SUNCOM
Client or an End User.
13.02 Conditions to Indemnification
Service Provider's obligations under the preceding paragraph Nvith respect to any legal action are
contingent upon the party seeking indemnification giving Service Provider (i) written notice of anv
action or threatened action, (ii) the opportunity to take over and settle or defend any such action at
Service Provider's sole expense, and (iii) reasonable assistance in defending the action at Service
Provider's sole expense. Service Provider shall not be liable for any settlement or compromise made by
the State, the Department, a SUNCOM Client or any End User in any legal action Nvithout Service
Provider's prior written consent, which shall not be unreasonably Nvithheld.
Contract 14.0 - Nspumv
Anv dispute concerning performance of the Agreement, except for billing disputes, shall be decided by the
Department's Contract Manager, who shall reduce the decision to writing and serve a copy on Service
Provider. The decision shall be final and conclusive unless Nvithin twenty one (21) days from the date of
receipt, Service Provider files Nvith the Department a petition for administrative hearing. The Department's
decision on the petition shall be final, subject to Service Provider's right to review pursuant to Chapter 120
of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to Service
Provider's ability to pursue any other form of dispute resolution; provided, hoNvever, that the parties may
employ the alternative dispute resolution procedures outlined in Chapter 120.
Without limiting the foregoing, the exclusive venue of any legal or equitable action that arises out of or
relates to the Agreement shall be the appropriate State court in Leon County, Florida. In anv such action,
Florida law shall apply and the parties Nvaive any right to Jury trial.
Contract No.: DMS 10 /11 -008C Page 18 of 25
Contract 15. 0 — MISCELLANEOUS
1_5.01 Scrutinized Companies Lists
In executing this contract, Service Provider certifies that it is not listed on either the Scrutinized
Companies Nvith Activities in Sudan List or the Scrutinized Companies Nvith Activities in the Iran
Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes. Pursuant to section
287.135(5), Florida Statutes, Service Provider agrees the Department may immediately terminate this
contract for cause if the Service Provider is found to have submitted a false certification or if Service
Provider is placed on the Scrutinized Companies Nvith Activities in Sudan List or the Scrutinized
Companies Nvith Activities in the Iran Petroleum Energy Sector List during the term of the contract.
1_5.02 Annual Appropriations
The State's performance and obligation to pay under this contract are contingent upon an annual
appropriation by the Legislature.
15.03 Waiver
The delay or failure by either part- to exercise or enforce any of its rights under this Agreement shall
not constitute or be deemed a Nvaiver of that part�T's right thereafter to enforce those rights, nor shall any
single or partial exercise of any such right preclude any other or further exercise thereof or the exercise
of any other right.
1_5.04 Public Records
The Department may terminate this Agreement if Service Provider refuses to allow public access to all
documents, papers, letters, or other material made or received by Service Provider in conjunction with
this Agreement, unless the records are exempt from Section 24(a) of Article I of the State Constitution
and Section 119.07(1), Florida Statutes.
1_5.0_5 ContractualObli2ations
Neither part- is authorized to act as an agent for, or legal representative of, the other party*, nor shall
either party- have authority* to assume or create any* obligation on behalf of, in the name of, or that shall
be binding upon, the other party*.
15.06 No Subcontracting
The Service Provider may* not subcontract any of the Services Nvithout the Department's prior written
consent. The Service Provider shall not be released of its contractual obligation to the Department
because of anv subcontract.
15.07 Notices
Except as othenvise provided in this Agreement, all notices required or permitted to be given hereunder
shall be in Nvriting and shall be delivered (a) personally*; (b) by certified mail, return receipt requested;
(c) by an overnight courier service having a record of receipt; or (d) by facsimile, Nvith a confirming
copy* sent by one of the other three methods described in this sentence. Notices shall be addressed as
follov'-s:
(a) If to Department, notice shall be sent to the Contract Administrator and the Contract Manager
(see Section 6.05 above).
If to Service Provider:
Contract No.: DMS 10 /11 -008C Page 19 of 25
Verizon Wireless
Attention: Legal and External Affairs Department
One Verizon Wav, VC52S401
Basking Ridge, NJ 07920 -1097
with a copy to:
Verizon Wireless
Attention: Area General Counsel
One Verizon Place
Alpharetta, GA 30004
Any party hereto may change its address by a notice given to the other party hereto in the manner set
forth above. All notices shall be effective on receipt.
1_5.08 Force Maieure
The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault
nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is
due directIv to acts of God, Nvars, acts of public enemies, strikes, fires, floods, or other similar cause
wholIN- beyond the Contractor's control, or for anv of the foregoing that affect subcontractors or
Contractors if no alternate source of supply is available to the Contractor. In case of any delay the
Contractor believes is excusable, the Contractor shall notiA- the Customer in Nvriting of the delay or
potential delay and describe the cause of the delay either (1) Nvithin ten (10) days after the cause that
creates or Nvill create the delay first arose, if the Contractor could reasonably foresee that a delay could
occur as a result, or (2) if delay is not reasonably foreseeable, Nvithin five (5) days after the date the
Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL
CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO
DELAY. Providing notice in strict accordance Nvith this paragraph is a condition precedent to such
remedy. No claim for damages, other than for an extension of time, shall be asserted against the
Customer. The Contractor shall not be entitled to an increase in the Contract price or payment of any
kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages,
including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from anv cause whatsoever. If performance is suspended or delayed, in
N-,-hole or in part, due to any of the causes described in this paragraph, after the causes have ceased to
exist the Contractor shall perform at no increased cost, unless the Customer determines, in its sole
discretion, that the delay Nvill significantly impair the value of the Contract to the State or to Customers,
in which case the Customer may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers Nvith respect to products
subjected to allocation, or (2) purchase from other sources (Nvithout recourse to and by the Contractor
for the related costs and expenses) to replace all or part of the products that are the subject of the delay,
which purchases may be deducted from the Contract quantity*, or (3) terminate the Contract in whole or
in part.
1_5.09 Ethical Responsibilities
Each party* shall be governed in all its dealings Nvith respect to this Agreement by the highest standards
of honesty, integrity, and fair dealing. Notwithstanding, the Department shall meet the requirements of
Chapter 112, Florida Statutes where applicable.
1_5.10 Compliance With Laws
Service Provider and the Department shall at all times comply* in all material respects Nvith all laws,
rules, codes, ordinances, and licensing requirements and regulations applicable to the performance of
this Agreement and the conduct of their business, including those of federal, State, and local agencies
Contract No.: DMS 10 /11 -008C Page 20 of 25
having jurisdiction and authority. By way of non - exhaustive example, Chapter 287, Florida Statutes,
and Chapters 60A -1 and 60FF, Florida Administrative Code, governs the Agreement. By Nvay of
further non - exhaustive example, Service Provider shall comply Nvith Section 247A(e) of the
Immigration and Nationalization Act, the Americans Nvith Disabilities Act, and all prohibitions against
discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or
veteran's status. Violation of such laws shall be grounds for Agreement termination.
For additional information regarding SUNCOM rules and statutes, please reference the folloNving link:
http: / /dms.mN- florida .com /suncom /suncom_ customer resources /rules_and_ statutes
15.11 E -Rate
The Schools and Libraries Program of the federal Universal Service Fund, commonly knoN -,n as "E-
Rate," is administered by the Universal Service Administrative Company (USAC), through its Schools
and Libraries Division (SLD), under the direction of the Federal Communications Commission (FCC).
The program provides discounts to assist most schools and libraries in the United States to obtain
affordable eligible telecommunications, Internet access, and internal connections. SUNCOM Clients
N-,-ho have applied for E -Rate funding for eligible services and equipment from Service Provider are
referred to herein as "E -Rate SUNCOM Clients."
Service Provider must have obtained or applied to obtain a Service Provider Identification Number
(SPIN) from USAC prior to execution of the Agreement and shall provide relevant SPIN(s) to the
Department. Service Provider also is required to submit a Service Provider Annual Certification
(SPAC) (Form 473) to USAC each funding year to certiA- that it Nvill comply Nvith E -Rate rules and
regulations. Service Provider shall maintain eligibility as an E -Rate service provider and shall avoid
being placed on Red Light status by the FCC for the duration of the Agreement.
During the term of the Agreement, Service Provider shall be required to take all appropriate action to
provide services in compliance Nvith the terms and conditions of the Agreement and E -Rate rules and
regulations. If Service Provider becomes ineligible as an E -Rate service provider during the term of the
Agreement or becomes unNvilling or unable to provide E -Rate eligible services in compliance Nvith the
Agreement and E -Rate rules and regulations, the Department and its E -Rate SUNCOM Clients shall
change service providers and, if applicable, seek substitute services in accordance Nvith applicable E-
Rate rules and procedures. If during the term of the Agreement, due to circumstances within
Service Provider's control, Service Provider becomes ineligible as an E -Rate service provider, becomes
wiNvilling or unable to provide E -Rate eligible services in compliance Nvith E -Rate rules and regulations
or the Agreement, or violates E -Rate rules and regulations in a Nvav that causes USAC to deny E -Rate
SUNCOM Clients funding in whole or in part, the folloNving shall apply:
A. Service Provider shall be liable for the actual direct damages incurred by the Department and
anv affected E -Rate SUNCOM Clients that have complied Nvith the applicable E -Rate rules and
regulations.
1. In the event that the Department and its E -Rate SUNCOM Clients change service
providers and seek substitute services pursuant to the above paragraph, direct damages
shall include but not be limited to any amounts paid to the substituted service provider
above Service Provider's price under this Agreement. In the event the Department or
such E -Rate SUNCOM Clients are unable to obtain USAC approval to change to the
new provider as a provider under E -Rate rules and such USAC denial is a result of
Service Provider's intentional acts, gross negligence, or Nvillful misconduct, Service
Provider Nvill also be liable for the amount of E -Rate funding forfeited as a result.
Contract No.: DMS 10 /11 -008C Page 21 of 25
2. Service Provider shall continue to provide the affected services to the Department and
anv affected E -Rate SUNCOM Clients until such time as the Department and any
affected E -Rate SUNCOM Clients obtain services from a new service provider as set
forth above (Transition Period). If the Department or E -Rate SUNCOM Clients are
unable to obtain E -Rate funding for the Service Provider services for the Transition
Period as a result of Service Provider's intentional acts, gross negligence, or Nvillful
misconduct, the Department and E -Rate SUNCOM Clients Nvill not be responsible to
pay Service Provider for the amounts left unfunded by E -Rate for that Transition
Period.
3. If Service Provider violation of the E -Rate rules and regulations is a reason for E -Rate
SUNCOM Clients' loss or forfeiture of E -Rate funding, in whole or in part, the value
of the lost funding associated Nvith Service Provider violation Nvill be considered direct
damage under this subparagraph A..
In no event shall Service Provider be liable for direct damages as set forth in 1. or 3. above or
be required to perform as set forth in 2. above, beyond the last day of the E -Rate funding year
in Nvhich Service Provider becomes ineligible as a provider under E -Rate, becomes unwilling or
unable to provide E -Rate eligible services in compliance Nvith E -Rate rules and regulations or
the Agreement, or violates E -Rate rules and regulations in a Nvay that causes USAC to deny E-
Rate SUNCOM Clients funding in whole or in part.
In addition, for purposes of clarification and to avoid confusion, the Department Nvill not hold
Service Provider responsible and Service Provider Nvill not be liable pursuant to subparagraph
A. above, if Service Provider becomes ineligible as an E -Rate provider during the term of the
Agreement, becomes unwilling or unable to provide E -Rate eligible services in compliance
Nvith E -Rate rules and regulations or the Agreement, or violates E -Rate rules and regulations in
a Nvav that causes USAC to deny E -Rate SUNCOM Clients funding in whole or in part, due to
circumstances that are determined to be beyond Service Provider's control.
in recognition of the lead time required to apply for E -Rate funding, existing E -Rate clients
shall be entitled to continue utilizing the previous agreements as incorporated into this
Agreement as Exhibit 6, currently in effect between the State of Florida and Service Provider
until the end of the 2012 -2013 E -Rate funding Near, in the event the parties mutually agree that
E -Rate funding is determined by the parties to be in Jeopardy.
B. Invoicing. The Department acknoNvledges that it has posted an E -Rate Form 470 in connection
Nvith the procurement, Nvhich is a prerequisite to E -Rate eligible entities utilizing the Agreement
aNvarded as a result of the procurement as the basis of E -Rate funding applications.
Additionally, the Department acknoNvledges that some SUNCOM Clients may be eligible and
apply for discounts under E -Rate. Both Service Provider and the Department agree that:
E -Rate has specific rules and regulations regarding the manner in Nvhich USAC and
SLD approve funding requests, are presented billing and conducts audits in connections
Nvith funding under the E -Rate program; and
2. In order to ensure that the billing mechanisms and processes established pursuant to
this Agreement Nvith respect to the applications of SUNCOM Clients for discounts
under the E -Rate program are in compliance Nvith the E -Rate program requirements and
Contract No.: DMS 10 /11 -008C Page 22 of 25
regulations, the duties and responsibilities of each party are set forth in Section 5.07.06
(Invoicing) of Exhibit 2 — Business Process and Operation.
1_5.12 Advertising
Subject to Chapter 119, Florida Statutes, Service Provider shall not publicly disseminate anv
information concerning the Agreement Nvithout prior written approval from the Department, including,
but not limited to mentioning the Agreement in a press release or other promotional material,
identiA-ing the Department or the State as a reference, or othenvise linking Service Provider's name and
either a description of the Agreement or the name of the State, the Department or any SUNCOM Client
in any material published, either in print or electronically, to any entity that is not a part- to Agreement,
except potential or actual authorized distributors, dealers, resellers, or service representative.
1_5.13 Assignment
No rights or obligations hereunder shall be assigned or delegated, in whole or in part, by either party to
any other person, firm, corporation, or other entity Nvithout the other party s prior written consent,
Which consent Nvill not be unreasonably Nvithheld. NoN,- ihttanding the foregoing, Service Provider
may assign this Agreement to an entity to whom the outstanding common stock or substantially all the
assets of Service Provider are transferred after first receiving FCC and other necessary governmental
approvals. For purposes of this provision, any change in the ultimate control of a partv, by stock sale,
merger, consolidation, or any other means, shall constitute an assignment subject to the consent
requirements hereof.
1_5.14 Employees, Subcontractors, and Agents
All Service Provider employees, subcontractors, or agents performing Nvork under the Agreement shall
be properly trained technicians who meet or exceed any specified training qualifications. Upon request,
Service Provider shall furnish a copy of technical certification or other proof of qualification. All
employees, subcontractors, or agents performing Nvork under the Agreement must comply Nvith all
security and administrative requirements of the Department and shall comply Nvith all controlling laws
and regulations relevant to the services they are providing under the Agreement. As required by law,
the State may conduct, and Service Provider shall not impede, a security background check or
othenvise assess any employee, subcontractor, or agent furnished by Service Provider. The State may
refuse access to, or require replacement of, any personnel for cause, including, but not limited to,
technical or training qualifications, quality of Nvork, change in security status, or non - compliance Nvith a
Department's security or other requirements. Such approval shall not relieve Service Provider of its
obligation to perform all Nvork in compliance Nvith the Agreement. The State may reject and bar from
anv facility for cause anv of Service Provider's employees, subcontractors, or agents.
1_5.1_5 Governmental Restrictions
If Service Provider believes that any governmental restrictions have been imposed that require
alteration of the material, quality, Nvorkmanship or performance of the products offered under the
Agreement, Service Provider shall immediately notIA- the Department in writing, indicating the specific
restriction. The Department reserves the right and the complete discretion to accept anv such alteration
or to cancel the Agreement at no further expense to the Department.
15.16 Lobbying and Integrity
The Service Provider shall not, in connection Nvith this or any other agreement Nvith the State, directly or
indirectly (i) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any
State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or
violation of a knoN -,n legal duty, or (ii) offer, give, or agree to give to anyone any gratuity for the benefit
of, or at the direction or request of, any State officer or employee. For purposes of clause (ii),
"gratuity" means any payment of more than nominal monetary value in the form of cash, travel,
Contract No.: DMS 10 /11 -008C Page 23 of 25
entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services,
employment, or contracts of any kind. Upon request of the Department's Inspector General, or other
authorized State official, Service Provider shall provide any type of information the Inspector General
deems relevant to Service Provider's integrity or responsibility. Such information may include, but shall
not be limited to, Service Provider's business or financial records, documents, or files of any type or
form that refer to or relate to the Agreement. The Service Provider shall retain such records for the
longer of (i) three Nears after the expiration of the Agreement or (ii) the period required by the General
Records Schedules maintained by the Florida Department of State (available at:
http: / /dlis. dos. state. fl. us/ barm /genschedules /gensched.htm). The Service Provider agrees to reimburse
the State for the reasonable costs of investigation incurred by the Inspector General or other authorized
State official for investigations of Service Provider's compliance Nyith the terms of this or any other
agreement betNyeen Service Provider and the State Nyhich results in the suspension or debarment of
Service Provider. Such costs shall include, but shall not be limited to: salaries of investigators,
including overtime; travel and lodging expenses; and expert Nyitness and documentan- fees. The Service
Provider shall not be responsible for any costs of investigations that do not result in Service Provider's
suspension or debarment.
15.17 Warranty of Ability to Perform
The Service Provider Nyarrants that, to the best of its knovyledge, there is no pending or threatened
action, proceeding, or investigation, or any other legal or financial condition, that Nyould in any way
prohibit, restrain, or diminish Service Provider's ability to satisf -NT its obligations hereunder. The Service
Provider Nyarrants that neither it nor anv affiliate is currently on the convicted vendor list maintained
pursuant to Section 287.133, Florida Statutes, or on anv similar list maintained by an -NT other state or the
federal government. The Service Provider shall immediately notiA- the Department in Nyriting if its
ability to perform is compromised in any manner during the term of the Agreement.
15.18 Modification of Terms
The Agreement contains all the terms and conditions agreed upon by the parties, Nyhich terms and
conditions shall govern all transactions beN, -een the Department and Service Provider. The Agreement
may oniv be modified or amended upon mutual Nyritten agreement of the Department and Service
Provider. No oral agreements or representations shall be valid or binding upon the Department or
Service Provider. No alteration or modification of the Agreement terms, including substitution of
product, shall be valid or binding against the Department. The Service Provider may not unilaterally
modIA- the terms of the Agreement by affixing additional terms to product upon delivery (e.g.,
attachment or inclusion of standard preprinted forms, product literature, "shrink Nyrap" terms
accompanying or affixed to a product, Nyhether Nyritten or electronic) or by incorporating such terms
onto Service Provider's order or fiscal forms or other documents fonyarded by Service Provider for
payment. The Department's acceptance of product or processing of documentation on forms furnished
by Service Provider for approval or payment shall not constitute acceptance of the proposed
modification to terms and conditions.
If a SUNCOM Client or the Department previously entered into a Nyritten agreement for the purchase of
anv Service from Service Provider, the provisions of such earlier agreement shall be subject to the
terms for transition as set forth in Exhibit 2 — Business Process and Operations and no early
cancellation fees shall apply.
15.19 *FHP and Associated or Similar Number
Service Provider Nyill alloNy the Department, SUNCOM Clients, and its End Users in Florida to dial
*FHP and other associated or similar numbers at no additional charge.
Contract No.: DMS 10 /11 -008C Page 24 of 25
I&M �Wnffisem and ASI-M
This Agremunt shall be binding upon, and inure to the benefit 4 the Parties heretO mid their respecti
suomsors and permitted assigm I
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TU Agreement may be executed in counterparts, each of %bich shall be au original and all of which
shall constitute but one and the sme instrument.
Ifa court doems any pmvision of the Agmemat void or unenforceable, that pmvision shall be enforced
only to the exftnt that it is not in violation of law or is not otherwise unenfotceable and aft other
provisions shall mmain in fall foroe and effed.
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15.20 Successors and Assigns
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.
15.21 Execution in Counterparts
The Agreement may be executed in counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
15.22 Severability
If a court deems any provision of the Agreement void or unenforceable, that provision shall be enforced
only to the extent that it is not in violation of law or is not otherwise unenforceable and all other
provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
officers as of the dates signed below.
STATE OF FLORIDA
DEPARTMENT OF MANAGEMENT SERVICES
John P. Miles, Secretary
Date
Approved as to form and legality by the
Department's Office of the General Counsel
Date
VERIZON WIRESLESS PERSONAL COMMUNICATIONS LP (A DELAWARE LP) DB /A
VERIZON WIRELESS AND VERIZON WIRELESS OF THE EAST LP BY VERIZON
WIRELESS OF GEORGIA LLC, ITS GENERAL PARTNER BY CELLCO PARTNERSHIP,
ITS SOLE MEMBERDJB /A VERIZON WIRELESS
Todd Lbecisa no, Executive Director
Enter rise & Government
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Date,,,,,,,,,,, ,,,,,,,,,,,,,,,.,,,,,,,,,,,,,,-
Contract No.: DMS 10111 -008C Page 25 of 25