#08-5012 (Sprint)
A G R E E MEN T 08-5012
for
Cellular Communications Services & Equipment
THIS AGREEMENT, made and entered into on this 26th day of February, 2008, by and
between Sprint Solutions, Inc., authorized to do business in the State of Florida, whose
business address is 2001 Edmund Halley Drive, Reston, Virginia 20191, hereinafter called the
"Contractor" and Collier County, a political subdivision of the State of Florida, Collier
County, Naples, hereinafter called the "County":
WITNESSETH:
1. COMMENCEMENT.
The contract shall be for a two (2) year period, commencing on March 1, 2008, and
terminating on February 28, 2010. The County retains the right to renew this
Agreement, with the consent of the Contractor, under the same terms and conditions
for two (2) additional one-year periods.
The Purchasing/General Services Director or his designee may, at his discretion, extend
the Agreement under all of the terms and conditions in this Agreement for up to one
hundred eighty (180) days. Any subsequent extensions must be approved by the Board
of County Commissioners. The County shall give the Contractor written notice of the
County's intention to extend the Agreement term not less than ten (10) days prior to the
end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Contractor shall provide cellular phones, equipment
and services in accordance with the terms and conditions the Contractor's proposal in
response to RFP #08-5012, Collier County's RFP #08-5012, and Exhibit A, Collier
County Operating Parameters, Exhibit B, Wireless Services Term and Volume Discount,
Exhibit C Sprint Nextel Rate Plans, and Exhibit D, Wireless Services Product Terms and
Conditions, referred to herein and made an integral part of this agreement.
Due to technical and/or service and product changes, as new plan options and/or
services are offered by the Contractor, the County shall have the option of switching,
adding, and/or deleting products and/or services as required. Additional rate plans
and/or services will be identified in subsequent, sequential attachments to this
Agreement. Changes to any plans may be done at any time during this Agreement
without penalty.
This Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the
Page 1 of 21
Contractor and the County Project Manager or his designee, in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time such
services are authorized.
Any County agency may purchase products and services under this Agreement,
provided sufficient funds are included in their budgets.
3. COMPENSATION. The County shall pay the Contractor for the performance of this
Agreement the aggregate of the units actually ordered and furnished at the unit price,
together with the cost of any other charges/fees submitted in the proposal and Exhibit
C - Sprint Nextel Rate Plans.
Any and all Nextel iDEN accessories will be at a twenty percent (20%) discount off the
then current price sheet.
Payment will be made upon receipt of a proper invoice and upon approval by the
Project Manager or his designee, and in compliance with Section 218.70, Fla. Stats.,
otherwise known as the "Florida Prompt Payment Act".
Contractor's acceptance of late or partial payments is not a waiver of its right to collect
the full amount due.
Disputed Charges. If the County disputes a charge in good faith, the County may
withhold payment of that charge if the County makes timely payment of all undisputed
charges and, within thirty (30) days of the due date, provides Contractor with a written
explanation of the County's reasons for disputing the charge. The County must
cooperate with Contractor to promptly resolve any disputed charge. If Contractor
determines, in good faith, that the disputed charge is valid, Contractor will notify
Customer and Customer must pay the charge promptly or invoke the dispute
resolution process in this Agreement. If Contractor determines in good faith that the
disputed charge is invalid, Contractor will credit Customer for the invalid charge
4. NOTICES. All notices from the County to the Contractor shall be deemed duly served
if mailed or faxed to the Contractor at the following Address:
Sprint Solutions, Inc.
2001 Edmund Halley Drive
Reston, VA 20191
MS: VARESP0101-1076
Attention: Michaela Clairmonte
Manager, Contract Negotiations & Management
Telephone: (703) 433-8581
Facsimile: (703) 433-8798
Page 2 of 21
With A Copy To:
Sprint Solutions, Inc.
4914 South Tamiami Trail
Sarasota, FL 34231
Attention: Tim Yokum, Public Sector Account Manager
Telephone: 941-929-2108
Facsimile: 941-929-2101
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Attention: Scott Johnson, Purchasing Agent
Telephone: 239-252-8995
Facsimile: 239-252-6588
The Contractor and the County may change the above mailing address at any time
upon giving the other party written notification. All notices under this Agreement
must be in writing.
5. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
6. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.5., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment
for all such permits issued by the County shall be processed internally by the County.
All non-County permits necessary for the prosecution of the Work shall be procured
and paid for by the Contractor. In addition, the Contractor shall comply with all rules,
regulations and laws of Collier County, the State of Florida, or the U. S. Government
now in force or hereafter adopted. The Contractor agrees to comply with all laws
governing the responsibility of an employer with respect to persons employed by the
Contractor. Contractor will recognize and honor all validly and properly issued and
executed tax exemption certificates delivered by the County and statutory exemptions
and will not bill the County for any such exempted taxes. Contractor's rates and charges
for Products and Services, set forth in Contractor's response, do not include taxes. The
County will pay all applicable taxes for which it does not hold a valid tax exemption,
including, but not limited to, sales, use, gross receipts, excise, value-added, property,
transaction, or other local, state, or national taxes or charges imposed or based on the
provision, sale or use of Products and Services. Notwithstanding any other provision of
this Agreement, if a jurisdiction where the County conducts business requires the
Page 3 of 21
County to deduct or withhold separate taxes from any amount due to Contractor, the
County must notify the Contractor in writing. The Contractor will then increase the
gross amount of the County's invoice so that, after the County's deduction or
withholding for taxes, the net amount paid to the Contractor will not be less than the
amount the Contractor would have received without the required deduction or
withholding. The County is not responsible for payment of Contractor's direct income
and employment taxes.
7. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, county facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
the Contractor to be objectionable or improper, the County shall have the right to
suspend the contract of the Contractor. Should the Contractor fail to correct any such
violation, conduct, or practice to the satisfaction of the County within twenty-four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
8. TERMINATION. Should either party be found to have failed to perform its services in
a manner satisfactory to the non-breaching party, as per this Agreement, following a
thirty-day period to cure, the non-breaching party may terminate said agreement for
cause; further the County may terminate this Agreement for convenience with a thirty
(30) day written notice.
9. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
10. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liabilitv: Coverage shall have minimum limits of $1,000,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include Premises and Operations; Independent
Contractors; Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $300,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned
Vehicles and Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
Page 4 of 21
Special Requirements: Collier County shall be listed as the Certificate Holder and
included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Contractor during the duration of this Agreement. Renewal
certificates shall be sent to the County within fifteen (15) days of any expiration
date. There shall be a thirty (30) day notification to the County in the event of
cancellation of any stipulated insurance coverage.
Contractor shall insure that all subContractors comply with the same insurance
requirements that he is required to meet. The same Contractor shall provide
County with certificates of insurance meeting the required insurance provisions.
11. INDEMNIFICATION. To the maximum extent permitted by law and subject to the
limitations set forth under Florida Statutes Section 768.28, the Contractor shall
indemnify and hold harmless Collier County, its officers and employees from any and
all third party claims for liabilities, damages, losses and costs, including, but not limited
to, reasonable attorneys' fees and paralegals' fees arising directly from performance of
this Agreement and relating to personal injury, death, or damage to tangible personal
property that is alleged to have resulted in whole or in part, by the gross negligence,
recklessness, or intentionally wrongful conduct of the Contractor or anyone employed
by the Contractor in the performance of this Agreement. This indemnification
obligation shall not be construed to negate, abridge or reduce any other rights or
remedies which otherwise may be available to an indemnified party or person described
in this paragraph.
This section does not pertain to any incident ansmg from the sole negligence of
Collier County.
Nothing in this paragraph shall be construed as a waiver of the limits of liability County
has by virtue of sovereign immunity in excess of what is afforded under law.
12. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Purchasing Department.
13. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Contractor further represents
that no persons having any such interest shall be employed to perform those services.
14. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Contractor's Proposal, Insurance Certificate, RFP #08-5012 Specifi-
cations/Scope of Services and Exhibits A, B, C and D.
Page 5 0[21
15. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
16. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112, Part
III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual and/or firm from doing business with the County for a
specified period of time, including but not limited to: submitting bids, RFP, and/or
quotes; and, c. immediate termination of any contract held by the individual and/or
firm for cause.
17. IMMIGRATION LAW COMPLIANCE. By executing and entering into this
agreement, the Contractor is formally acknowledging without exception or stipulation
that it is fully responsible for complying with the provisions of the Immigration Reform
and Control Act of 1986 as located at 8 U.s.e. 1324, et seq. and regulations relating
thereto, as either may be amended. Failure by the Contractor to comply with the laws
referenced herein shall constitute a breach of this agreement and the County shall have
the discretion to unilaterally terminate this agreement immediately.
18. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
21. ADDITIONAL ITEMS/SERVICES. Additional items and/ or services may be added to
this contract upon satisfactory negotiation of price by the Contract Manager and
Contactor.
22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision-making authority and by
Page 6 of 21
the County's staff person who would make the presentation of any settlement reached
during negotiations to the County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of the Contractor with full decision-making
authority and by the County's staff person who would make the presentation of any
settlement reached at mediation to the County's Board for approval. Should either
party fail to submit to mediation as required hereunder, the other party may obtain a
court order requiring mediation under section 44.102, Fla. Stat.
23. ASSIGNMENT, SUBLEASE, SALE, etc.: Should the contractor sell or sublet this
contract or any part thereof to any person or entity other than the awardee, the Board of
County Commissioners shall be notified in writing immediately upon the transfer of
ownership. The assignment of this contract or any part thereof, shall require that its
assignee be bound to it and to assume toward the contractor, all of the obligations and
responsibilities that contractor has assumed toward the County. In the County's best
interest, and at its option, the service/commodity may be re-bid, delivering a sixty (60)
day written notice to the new owner(s).
Page 7 of 21
IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first above
written.
ATTEST;:,>
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
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SPRINT SOLUTIONS, INC.
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Page 8 of 21
EXHIBIT A
Collier County Operating Parameters
Approved EQuipment: The County will approve a total of three (3) units to use. They will
include one data phone (Blackberry), and two traditional voice only units (non-blackberry).
The County may, at its discretion, add units to the approved equipment list after successful
negotiation of price. The County reserves the right to purchase Client Access Licenses
(CALs) for the Blackberry Enterprise Server (BES) from any source.
All equipment shall be delivered to the Contract Manager.
Approved Rate Plans:
1. The County intends to use "pooled voice minutes" as the primary method of billing.
Sprint will make a recommendation of appropriate rate plan(s) for the pooled
packages. The rate shall be billed per phone per DAC. The County requires the
following features free of charge: Caller ID, Voice Mail, Call Waiting, Mobile to Mobile
calling for Sprint CDMA subscribers, and free Nights & Weekend minutes between
7PM and 7 AM and on weekends.
2. The Unlimited BlackBerry Email and Web plan to be provided for all County
BlackBerry data devices shall include tethering at no cost as outlined in Sprint's
proposal.
3. The County requests that any services that result in a per item cost such as text
messaging, or any other such item, be blocked from use. Sprint can only block text
messaging on cellular units with voice only services.
4. The entire Sprint portfolio of products and services will be available for the County to
use under this Agreement, however, any changes to the discount structure will require
a letter of approval from the County's Contract Manager.
Number Portability: It is the responsibility of the Contractor to handle all portability issues
as they arise. Contractor will make a commercially reasonable effort to complete numbers
transferred through portability within seven (7) business days. Before a telephone number
previously used with another carrier can be used on a Sprint Network, the County must
provide information about the account with the other carrier (account name, account
number, address, and social security number or tax identification number) and purchase
Sprint Wireless Products from Contractor.
Master Billing Account: Collier County requests a new master billing account. Collier
County will not accept paper bills. Bills must be presented on line. The master billing
account shall include, Department Name, Cost Center information, User Name, Telephone
Number, Rate Plan(s), and the Approved Features.
Page 9 of 21
Access to Master Account: The County's Contract Manager shall have full access to manage
the account via the internet or by phone. The access shall include, but not limited to, the
ability to move phones from the current billing DAC to another DAC, change Electronic
Serial Numbers (ESN), add or delete features, and/or suspend/reactivate equipment. Any
phone in changes to the Master Account must be approved in writing by the Contract
Manager in advance of the change occurring. The County's Contract Manager shall have the
ability to setup access for other users as needed.
Sprint will establish the new account and setup departmental access credentials to their DAC
only. That access shall be "view only".
Commencement of Invoicing;. Contractor may begin invoicing the County in full for non-
recurring and recurring charges on the later of the date the Products or Services are installed
and made available or the first day of the first bill cycle after the Effective Date. The County's
first invoice may contain a pro-rata charge for the period of time from activation to the end of
the then-current billing cycle.
Delavs. In certain instances (e.g., Roaming charges), Contractor may bill the County in the
current invoice cycle for usage that occurred during a prior invoicing cycle, if not previously
invoiced to the County. When Contractor's invoices for usage incurred during a prior
invoicing cycle, those minutes count against minutes in the current invoicing cycle.
Demo Equipment:
The Contractor shall provide the County with a total of twenty-five (25) telephone units
("Loaner Devices") to be used as spares when there is a broken piece of equipment. The
Loaner Devices will be provided to the County Contract Manager in a non-active state for
distribution and activation on an as needed basis. The County will be responsible for the
airtime charges incurred on the Loaner Devices.
Bidirectional Amplifiers: The Contractor shall provide to the County bidirectional
amplifiers, and shall install such bidirectional amplifiers within ninety (90) days upon formal
request by the County Contract Manager. All requests will be made in writing. Requests for
extensions to the ninety (90) day window may be made in writing to the County. There shall
not be a limit to the amount of BDA's the County may request. Additional terms and
conditions will apply to bidirectional amplifier installations.
Access to support: Sprint shall provide the County's Contract Manager with direct access to
technical, billing, and sales support.
Transition Inventory List: Sprint shall provide the County Contract Manager with a
spreadsheet inventory of all phones detailing, Department Name, Department Cost Center,
User Name, Phone number, Model number, ESN number and DAC, at the conclusion of the
transition to the new account.
Page 10 of 21
EXHIBIT B
WIRELESS SERVICES TERM AND VOLUME DISCOUNT
1. GOVERNMENT DISCOUNT PROGRAM ("GDP").
1.1 Effective Date of Discounts. For new "Active Units" (defined as a Product that Customer enrolls in a
Business Plan under the Agreement). the discounts below apply as of the Commencement Date. For Active
Units under pre-existing agreement(s) between Sprint and Customer. Sprint will apply the discounts no later
than 60 days after the Commencement Date.
1.2 Government Discount. The Government Discount, described in the table below, is a percentage discount off
the eligible monthly recurring charges ("MRCs") charged for Customer-Liable Active Units.
Network Government Service Individual-Liable Service
Pricing Discount Pricing Discount
Sprint National Network and Nextel 25% 15%
National Network
1.3 How Calculated. Service Pricing Discounts apply to eligible MRCs before taxes and surcharges and after
calculation of all other credits. discounts. and rebates. Overage. usage-based, and third party application and
service charges, as well as certain network-specific Products and Services, are not eligible for Service Pricing
Discounts. Service Pricing Discounts may apply to the MRC of certain promotional rate plans which Sprint may
offer on a limited time basis and subject to promotion-specific restrictions.
1.4 Eligibility. Only Active Units that are included in Customer's Sprint account hierarchy are eligible for the GDP.
It may take up to 2 invoicing cycles to move pre-existing Active Units to the same invoicing cycle in order to
start receiving the Government Discount. Customer's contractors, suppliers, and any non-government, non-
authorized agencies working with Customer are not eligible for the Government Discount.
2. EMPLOYEE DISCOUNT PROGRAM.
2.1 Eligible Employees. New and existing Customer Employee (or Individual-Liable) Active Units may receive the
Individual-Liable Service Pricing Discount in the table above. The Individual-Liable Service Pricing Discount is
contingent upon the Employee signing Sprint's consumer subscriber agreement and providing Sprint with
satisfactory evidence of employment with Customer. Customer and Sprint will agree on methods for
employment verification. Upon termination of this Agreement for any reason, or upon the Employee's
termination of employment with Customer, Sprint may cease applying the Individual-Liable Service Pricing
Discount. Except for the Individual-Liable Service Pricing Discount, Individual-Liable Active Units are subject to
the terms and conditions in the consumer subscriber agreement.
2.2 Communications. Customer's employee benefits group and Sprint will develop a communications plan to
present discounts and to sell to Employees within 60 days of the Effective Date. Communications may include,
but are not limited to, new hire materials, benefits enrollment materials, e-mail, payroll stuffers, newsletters, or
Internet and intra net links.
3. WIRELESS DEVICE PURCHASE DISCOUNTS AND UPGRADE TERMS.
3.1 Wireless Device Purchase Discount. New Customer-Liable Active Units are eligible for a minimum 39%
discount off the "one year net price," defined as the suggested retail price less $75.00. The devices offered
with this discounted price may change at any time in Sprint's sole discretion. This discounted device offer may
not be available in all sales channels.
3.2 Upgrade Terms. Existing Customer-Liabie Active Units may be upgraded or replaced after 12 months of
continuous service at the discounted device price identified in Section 3.1 above. OthelWise, the suggested
retail price will apply.
4. ACTIVATION FEES. Sprint will waive the nonrefundable activation fee of $36 for each Customer account hierarchy.
Activation fees for Individual-Liable Active Units are governed by Sprint's consumer subscriber agreement.
Page 11 of 21
EXHIBIT C - SPRINT NEXTEL RATE PLANS
NEXTEL NATIONAL NETWORK BUSINESS PLANS & POLICIES
1. PROVISION OF NEXTEL PRODUCTS AND SERVICES.
1.1 This Attachment A-1 applies only to Nextel Products and Services operating on the Nextel National Network.
1.2 Any of the foilowing entities may provide the Nextel Services listed in the Agreement, depending on
Customer's billing address or the location where the Nextel Services are activated:
Nextel Communications of the Mid-Atlantic, Inc. Nextel of New York, Inc. Nextel South Corp. Nextel West Corp.
Nextel Partners of Upstate New York, Inc. Nextel of California, Inc. Nextel of Texas, Inc. NPCR, Inc.
2. NEXTEL VOICE AND DATA RATE PLANS. Customer may select from the Nextel voice and data rate plans listed in
this Attachment or promotional rate plans which Sprint may offer on a limited time basis.
2.1 Business Essentials with 7 P.M. Plan.
Business Business Business Business Business Business
Essentials Essentials Essentials Essentials Essentials Essentials
400 1000 1400 2000 3000 4000
MRC $39.99 $59.99 $79.99 $99.99 $149.99 $199.99
An;;!ime Minutes 400 1000 1400 2000 3000 4000
AiWtime Minutes Overaae $0.40/minute $0.40/minute $0.40/minute $0.40/minute $0.40/minute $0.40/minute
Local & Nationwide Walkie-Talkie Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited
Unlimited Nights & Weekends Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited
startina at 7 o.m.
Shared Minutes Included Included Included Included Included Included
Nationwide Lona Distance Included Included Included Included Included Included
Roaminn Not Available Not Available Not Available Not Available Not Available Not Available
Caller 10 & Voice Mail Included Included Included Included I ncl uded Included
Note: TalkgroupSM, Group Walkie-Talkie and International Walkie-Talkie charges not included. Walkie-Talkie available on
Walkie-Talkie enabled devices only.
2.2 Free Incoming Plans.
Free Incoming Free Incoming Free Incoming Free Incoming
300 500 800 1000
MRC $49.99 $59.99 $79.99 $99.99
Anvlime Minutes 300 500 800 1,000
Anvtime Minutes Overane $0.45/minute $0.45/minute $0.45/minute $0.45/minute
Local & Nationwide Walkie-Talkie Unlimited Unlimited Unlimited Unlimited
Unlimited Ninhts & Weekends startinn at 9 nm Unlimited Unlimited Unlimited Unlimited
Nationwide Lona Distance Included Included Included Included
Roaminn Not available Not available Not available Not available
Shared Minutes Not available Not available Not available Not available
Caller 10 & Voice Mail Included Included Included Included
Note: TalkgroupSM, Group Walkie-Talkie and International Walkie-Talkie charges not included. Walkie~Ta[kie available on
Walkie~Talkie enabled devices only.
2.3 Unlimited Mobile-to-Mobile Calling Add-On.
I Unlimited Mobile-to-Mobile
MRC .. $5.00
Note 1: Mobile-to-Mobile minutes may be between Nextel, Sprint pes, and Boost subscribers.
Note 2: Long distance charges apply to any plans that do not expressly include Nationwide Long Distance.
2.4 Unlimited Nights and Weekends Add-On.
Unlimited Niahts and Weekends 7em Unlimited Nights and Weekends Gem
MRC $5.00 $10.00
Page t2 of 21
SPRINT PCS SERVICES BUSINESS PLANS & POLICIES
1. PROVISION OF SPRINT PCS PRODUCTS AND SERVICES. Sprint Spectrum L.P. provides the Sprint PCS Products
and Services operating on the Sprint National Network listed in the Agreement. All terms and conditions in this
Attachment only refer to Sprint PCS Active Units operating on the Sprint National Network.
2. SPRINT PCS AFFiliATES. Pricing in this Attachment may not be available to Active Units activated in Sprint PCS
Affiliate Markets.
3. SPRINT PCS VOICE AND DATA PLANS FOR BUSINESS
3.1 Sprint Business Essentials@With 7 P.M. Plan.
Business Business Business Business Business Business
Essentials Essentials Essentials Essentials Essentials Essentials
400 1000 1400 2000 3000 4000
MRC $39.99 $59.99 $79.99 $99.99 $149.99 $199.99
Anytime Minutes 400 1000 1400 2000 3000 4000
$OAO/minut $OAO/minut $OAO/minut $OAO/minut $OAO/minut $OAO/minute
Anvtime Minutes Overaae e e e e e
Mobile to Mobile Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited
Unlimited Nights & Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited
Weekends startino at 7 p.m.
Shared Minutes Included Included Included Included Included Included
Nationwide Long Distance Included Included Included Included Included Included
Roamino Included Included Included Included Included Included
Caller ID & Voice Mail Included Included Included Included Included Included
3.2 Sprint Free Incoming Plan.
Sprint Free Sprint Free Sprint Free Sprint Free
Incoming Incoming Incoming Incoming
300 500 800 1000
MRC $49.99 $59.99 $79.99 $99.99
Anvtime Minutes 300 500 800 1000
Incomino Minutes Unlimited Unlimited Unlimited Unlimited
Anytime Minute Overage $OA5/minute $OA5/minute $OA5/minute $OA5/minute
Unlimited Niohts & Weekends startino at 9 pm Included Inciuded Included Included
Nationwide LonQ Distance Included Included Included Included
Domestic Voice Roamino Included Included Included Included
Domestic Voice Roaming long Distance Included Included Included Included
Shared Minutes Not Available Not Available Not Available Not Available
Caller ID & Voice Mail Included Included Included Included
3.3 Sprint Unlimited Mobile-to-Mobile Calling Add-On.
I Unlimited Mobile-to-Mobile
MRC $5.00
Note 1: Mobile-la-Mobile minutes may be between Nextel, Sprint pes, and Boost subscribers.
Note 2: Long distance charges apply to any plans that do not expressly include Nationwide Long Distance.
3.4 Unlimited Nights and Weekends Add-On.
Unlimited Nights and Weekends - 7 pm Unlimited Nights and Weekends - 6 pm
MRC $5.00 $10.00
Page 13 of 21
3.5 Sprint PCS Connection Card Plans.
MRC
$39.99
40MB
$0.001/KB
$99.99
$79.99
Unlimited
Not A licable
Not Applicable
$0.20 er minute
$0.20 er minute
Note: All pricing and available MBs are the same whether Active Units use the Sprint Mobile Broadband (EV-DO)
network or the Sprint pes Vision (1 xRTT) network. Sprint Mobile Broadband coverage is not available
everywhere and requires a Sprint Mobile Broadband-compatible connection card. Where the Sprint Mobile
Broadband network is available and a Sprint Mobile Broadband-compatible connection card is used, Active
Units will first attempt to connect to the Sprint Mobile Broadband network, then default to the Sprint pes
Vision network depending on coverage and network availability.
4. ELECTRONIC BILLING PRODUCTS.
4.1 The following electronic billing products are offered for customers desiring electronic invoice data. Each
electronic billing product provides Customer-Liable Active Unit call detail record ("CDR") information. Sprint
offers these products under the "Electronic Invoice Reporting and Analytics Product Annex" which is
available for review at www.sorint.com/ratesandconditions and can be attached to this Agreement at
Customer's request. The MRCs are as follows:
One.time
ELECTRONIC BILLING PRODUCTS Invoice Data Summa Data MRC Set-up Fee
3 months 12 months $35.00 $200.00
Electronic Bill Transfer 2 months N/A NotA licable NotA licable
Electronic Data Interchan e EDI 1 month N/A NotA licable NotA licable
4.2 Customer may choose 1 electronic billing product, or eBilling & Analysis and either EDI or EBT. Customer may
not choose the EDI and EBT products together. Upon 30 days prior written notice, Sprint reserves the right to
migrate Customer to an updated or successor version of the selected electronic billing product if available or
to an entirely new electronic billing product.
4.3 Customer will receive a summary invoice (without CDR information) or a remittance invoice at no additional
charge. If Customer chooses to receive a detailed paper invoice along with an electronic billing product, the
following MRCs will apply.
Customer-Liable Active Units MRC
5-500 $ 100.00
500+ $ 250.00
Page 14 of 21
EXHIBIT D
WIRELESS SERVICES PRODUCT TERMS AND CONDITIONS
1. APPLICABILITY. "Sprint Wireless Products and Services" refers generally to Nextel Products and Services provided
over the Nextel National Network (using iDEN technology) and Sprint PCS Products and Services provided over the
Sprint National Network (using CDMA technology). Except where noted in this Annex or the Agreement. terms and
conditions of this Annex apply to Wireless Products and Services offered on both networks.
2. WIRELESS SERVICES CHARGES.
2.1 Monthly Recurring Charges ("MRC"). if Customer selects a Business Plan with included minutes, Sprint wiil
biil for voice Wireless Services based on the MRC, plus charge for voice usage beyond the included minutes
by multiplying the excess minutes by the applicable overcharge rate.
2.2 Usage Charges
A. General. Depending on the Business Plan selected, Customer may incur usage charges based on how,
when and where Customer uses the Services, including wireless voice calls, push-ta-talk services such as
Sprint PCS Ready Link. Local Waikie-Talkie, Nationwide Walkie-Talkie, International Walkie-Talkie,
Group Walkie-Talkie, TalkgroupSM, Mobile Messaging, or Wireless Data Services.
B. Voice Call Services. Customer's cail usage for voice cails (other than push-to-talk cails) is calculated
from the time Customer initiates contact with the Network until the Network connection is broken or
dropped, whether or not the actual connection to the intended recipient of the cail or data transmission is
successful. Customer is responsible for incoming and outgoing call charges on cails that are answered.
Circuit-switched calls taking place on Wireless Data Services devices, including Sprint pes Vision-
capable devices, that do not have voice plans associated with them will incur a per minute charge.
C. Wireless Data. For Active Units that are not on an unlimited data usage Plan, data usage is calculated on
a per kilobyte basis without regard to airtime used. Data usage is rounded up to the next whole kilobyte
(on the Sprint PCS Vision and Power Vision systems) or nearest one-tenth of a kilobyte (on the Nextel
National Network) and kilobyte usage charges are rounded up to the next full cent. Rounding up occurs at
the end of each separate session or each clock hour (at the top of each hour), if the session spans more
than 1 clock hour. Customer's invoice wiil not separately identify the number of kilobytes attributable to
Customer's use of specific sites, sessions or services used. When traveling on the Network, a data
session may end when moving between coverage areas and a new data session initiated, although no
interruption to the actual data session will occur. Customer may be charged for data exchanges initiated
by other Internet users as well as those Customer initiates. Estimates of data usage, for example, the size
of downloadable files, will vary from actual use. Customer will be charged for additional data used in
transporting and routing on the Network and for partial or interrupted data downloads and re-sent data. as
well as unsuccessful attempts to reach Web sites and use other applications and services. including
those resulting from dropped network connections.
D. Long Distance/Special Services. Customer may incur long distance charges (including international
calling) or other charges for calls to 800, 866. 877. 888 and other toll-free numbers on Business Plans
that do not include long distance. Customer may also incur charges for special Services such as 411.
operator-assisted calls or call-forwarding. Push-to-talk connections do not incur long distance charges.
E. Push-to-Talk Services.
(1) Airtime Charges. Airtime charges apply to connections using a push-to-talk service for the entire
period of time the transmission is connected to the Network.
(2) Calculation of Airtime Charges. Customer will be charged a 6 second minimum for all push-to-talk
transmissions on the Nextel National Network and a 1 minute minimum for all push-to-talk
transmissions on the Sprint National Network. A push-to-talk transmission begins approximately
when Customer presses the button to initiate a transmission and ends approximately 6 seconds after
completion of a communication (i.e., when Customer or another participant releases the button) to
which no participant responds. Customer initiates a new transmission if Customer responds more
than 6 seconds after another participant completes a communication. Airtime charges for push-to-talk
calls are charged to the party that initiates the transmission and, unless a rate plan includes unlimited
transmissions or access. are calculated by multiplying the duration of the transmission (including the
6 second period referred to above) by the applicable rate and the number of participants. After 6
seconds, ~ush-to-talk airtime is rounded up to the next second. Nationwide, International,
Talkgroups , and Group Walkie-Talkie calls use the Local Walkie-Talkie minutes in Customer's plan
and may incur additional access and overage charges. Sprint does not charge for sending or
receiving call alert transmissions ("Call Alerts"), but Customer will initiate a new push-to-talk call if
Customer responds to a Call Alert, even if responding within 6 seconds of receiving the alert.
Page 15 of 21
F. Text and Numeric Messaging. Text and numeric messaging are charged on a per message basis
unless Customer has purchased a block of messages at a fixed monthly price. With block pricing, Sprint
will charge at the per message rate for each message that exceeds Customer's selected block.
2.3 Other Charges.
A. Reactivation Fee. If Sprint temporarily or permanently terminates the Service, Sprint may charge a
reactivation charge per account. in addition to any outstanding account balance, before Sprint reactivates
Services.
B. Roaming Charges. Calls made while off the applicable Network may, depending on Customer's Business
Plan, incur separate Roaming charges. Domestic Roaming rates are set out in the Customer's pricing
attachment. International Roaming rates will vary. For current International Roaming rates, Customer can
access http://www.sorint.com or contact their Sprint Account Representative. There may be delays in
invoicing Roaming charges due to the practices of the roaming service provider.
C. Upgrade Charges. If an Active Unit changes devices using Sprint Wireless Products and Services during
the Term. Sprint may charge an upgrade charge per Active Unit changed. A change in device or Business
Plan that does not involve a move between the Nextel National Network and the Sprint National Network
is not considered a termination of service.
3. CREDITS FOR REDIALED CALLS. Sprint will provide Customer with an airtime credit of 1 minute for a call on a
Customer-Liable Active Unit that is: (a) placed while in an area covered by a Sprint Network, (b) disconnected, and, (c)
redialed within one (1) minute of disconnection. Customer must contact Sprint Wireless Customer Solutions within 24
hours of the disconnection and request credit for the call through the interactive voice response unit. If the interactive
voice response unit is not available, Customer may call Sprint Wireless Customer Solutions to speak directly with a
representative.
4. WIRELESS SERVICE OPTIONS.
4.1 Push-To-Talk Voice Services.
A. "Push-to-talk Services" refers generally to both Sprint PCS Ready Link on the Sprint National Network and
Local Walkie-Talkie, Nationwide Walkie-Talkie, International Walkie-Talkie, Group Walkie-Talkie, and
Talkgroup on the Nextel National Network. Push-to-talk Services require push-to-talk enabled phones on
both the originating and receiving ends of the call. Push-to-talk calls may not work simultaneously with a
voice call or with all types of Wireless Data transmissions from the same push-to-talk phone.
B. "Walkie-Talkie Calling" means calls from one Walkie-Talkie enabled Active Unit on the Nextel National
Network to another Walkie-Talkie enabled Active Unit on the same network. All Walkie-Talkie enabled
wireless devices support Local Walkie-Talkie. Select Walkie-Talkie enabled devices support Nationwide.
International, and Group Walkie-Talkie and TalkgroupsM calls. The number of Walkie-Talkie minutes
included and the applicable overage rates vary by Business Plan. Walkie-Talkie options are available as
an add-on for an additional charge if not already included in Customer's selected Business Plan. To use
Walkie-Talkie or TalkgroupsM features, Customer must have a Business Plan that supports Local Walkie-
Talkie minutes. Nationwide, International, TalkgroupsM, and Group Walkie-Talkie minutes of use are
deducted from the Local Walkie-Talkie minutes when included in Customer's Business Plan unless
Customer's Business Plan includes no Local Walkie-Talkie minutes or unlimited Walkie-Talkie minutes.
For current Local Walkie-Talkie calling areas or international coverage areas, Customers can contact their
Sprint Account Representatives or visit www.sprint.com. Certain restrictions apply to Walkie-Talkie and
Talkgroup features and can be found at www.sprint.com.
4.2 Sprint Free Incoming Minute Plans. Sprint Free Incoming Minute Plans apply only to calls received in the
United States. Incoming call minutes are not free while Roaming, unless covered under a Roaming option
selected by Customer.
4.3 Sprint Mobile-To-Mobile Calling Option. "Sprint Mobile-to-Mobile Calling" means calls from one Active Unit
on either the Sprint National Network or the Nextel National Network to another Active Unit on either Network.
With this option, Customer may use an unlimited number of minutes each month to make or receive calls on
both Sprint Networks between Sprint PCS and Nextel phones, except for Nextel phones in some affiliate and
partner markets. Sprint Mobile-to-Mobile calls made from or received on an Active Unit that is on a Sprint
Network will use the Sprint Mobile-to-Mobile calling minutes and will not use Anytime Minutes. Sprint Mobile-
to-Mobile calling is not available while Roaming. Sprint Mobile-to-Mobile calls made from or received on a
Sprint PCS Product that is off the Network or in a non-participating affiliate or partner territory will be treated as
Roaming and Roaming charges may apply depending on the applicable Business Plan. Sprint Mobile-to-
Mobile Calling is not available for calls made to check voicemail, obtain directory assistance, or through other
indirect calling methods. If one user has a plan with Sprint Mobile-to-Mobile calling and the other does not, the
user with the Sprint Mobile-to-Mobile Calling will use this feature, while the other user's use is subject to the
terms of that user's Business Plan.
Page 16 of 21
4.4 PowerSource Phones. Service features and plans vary per PowerSource Phone and may not be available in
all markets. Active Units upgrading to a PowerSource Phone may experience changes in service availability,
pooling eligibility and billing. Nextel Walkie-Talkie service is only available in coverage areas of the Nextel
National Network (using iOEN technology). Voice and data service is only available in coverage areas of the
Sprint National Network (using COMA technology).
4.5 Voice Command. The Voice Command option, which allows users to dial calls using verbal commands, is not
available while roaming off the Sprint National Network. Calls to 911 or similar emergency numbers cannot be
placed through Voice Command, but Customer may still call 911 through manual dialing. Airtime and
applicable iong distance charges begin when the TALK or similar key is pressed.
4.6 Insurance. Customer may purchase insurance to protect against loss, theft, or damage involving Customer's
Wireless Products. Coverage may not be available for all Products and may involve a per claim deductible.
Enhanced warranty coverage is available on some Products. Insurance is provided by third party insurers and
not by Sprint. If Customer selects coverage, Sprint will charge Customer a monthly premium per covered
Product. and Sprint will remit the premiums to the third party insurer on Customer's behalf. Claims must be
submitted directly to the third party insurer. Terms of insurance coverage are available at the point of sale or in
subsequent communications.
4.7 Shared Minutes 1 Pooling. Customer must have a minimum of 3 Customer-Liable Active Units sharing to be
eligible for the Shared Minutes option. All Customer-Liable Active Units using this option must subscribe to an
eligible voice Business Plan. After all Anytime Minutes in the pooled Business Plans are exhausted, each
Customer-Liable Active Unit's additional airtime minutes are billed at the overage rate defined in the
associated Business Plan. Shared Minutes only allows pooling of Anytime Minutes, and is not available for
data Business Plans. Shared Minutes are not available with all voice Business Plans. See your Sprint account
representative or www.sorint.com for a full listing of eligible Business Plans.
4.8 Add-A-Phone. Add-A-Phone allows Customers to add Active Units to a voice Business Plan. With this option.
Customers using COMA technology may add Active Units to the Sprint National Network and Customers using
iOEN technology may add Active Units to the Nextel National Network. Customers must have a minimum of 1
Active Unit with a Business Plan that includes Anytime Minutes to qualify for this option. Sprint may limit the
number of Active Units a Customer adds to its voice Business Plan with this option. Certain features, such as
Sprint Mobile-to-Mobile Calling, may not be included based on the voice Business Plan that Customer selects.
The Add-A-Phone option is not available with all voice Business Pians. Contact your Sprint Account
Representative for eligible Business Plans.
4.9 Roaming Option. Active Units with Business Plans that include Domestic Roaming, may use up to 50% of
their monthly usage (or allotted roaming minutes in certain markets) for Domestic Roaming. If Domestic
Roaming exceeds this threshold, Sprint may terminate the Wireless Service to the Active Unit, transfer the
Active Unit to another Business Plan. or charge the Active Unit at the applicable Roaming rate for the overage.
Roaming minutes may not be shared and are not available with single-band or digital mode only Active Units.
5. WIRELESS DATA SERVICES.
5.1 Wireless Data Services Defined. Wireless Data Services include applications such as email. data,
information and other wireless Internet services (the "Applications"). Use of Wireless Data Services is subject
to any storage, memory or other Product limitation.
5.2 Mobile Broadband 1 EV-DO. "Mobile Broadband" means wireless high-speed data soiutions and Services
provided over the Sprint Power Vision Network (using COMA technology) in certain coverage areas. To use
this option. Customer must have a Mobile Broadband compatible wireless device and subscribe to a Mobile
Broadband data plan. Access to the Sprint Power Vision Network from a personal computer requires
installation of the Sprint Connection Manager software or Mac OS update for Macintosh. Mobile broadband
rates may vary depending on the coverage area. Coverage is not available in all areas. Customer may learn
more about current coverage at <www.sprint.com/business/products/products/evdoEnterZip.jsp>.
5.3 Compatibility of Third Party Products or Applications. Certain Applications offered by Sprint or authorized
third parties may be compatible with certain Products and Services. Sprint does not guarantee compatibility of
third party Products or Applications with any Sprint Wireless Products or Services. Compatibility or notice from
Sprint of compatibility should not be construed as an endorsement of a third party Product or Application or a
commitment by Sprint that the Product or Application will continue to be compatible with Sprint Products or
Services. Unless otherwise stated in this Agreement, Sprint may, in its sole discretion, disable or discontinue
any third party Product or Appiication for any reason at any time.
5.4 Use of Wireless Data Services. Sprint Wireless Data Services may be used with mobile clients for
InternetJintranet access and Internet em ail via a standard HTML browser. Wireless Data Services may also be
used with software for proxy applications, for dispatch appiications, for POP3 email access, and for other uses
specifically approved by Sprint. Sprint may limit or suspend any heavy. continuous data usage that is
adversely affecting Sprint's network performance or hindering access to the Network. For devices that allow
multiple users to share one connection and subscription, the wireless performance may degrade as more
Page 17 ofll
users are added to the single wireless data device. Network speeds, including but not limited to data delivery
and latency rates, are estimates based on averages. Actual performance may vary and no minimum speed is
guaranteed. Customer may not receive incoming voice calls or Push-to-talk Services (including Sprint
Business Connection) while using Sprint Wireless Data Services, such as Sprint PCS Vision. Sprint Wireless
Data Services may not be available when Roaming and are not currently available in certain portions of select
market areas within the Sprint Networks. Customer acknowledges that use of certain Sprint Wireless Data
Services, including some messaging services, can result in the disclosure to third parties of the user's email
address and other information in connection with the user's Internet usage. As a result, Customer may receive
advertising, warnings. alerts and other messages, including broadcast messages.
5.5 Premium Services. Access to and downloading of Premium Services is not included in the pricing in this
Agreement. Even if Customer's Business Plan includes "unlimited" kilobytes of data, Customer must still pay
all charges associated with access or use of Premium Services. Charges for Premium Services will be
specified at the time of access or available at www.sprint.com. Data usage charges also apply to and are
separate from charges for Premium Services. Certain Active Units may be blocked from or otherwise unable to
use Premium Services provided by third-party content providers. In certain instances, subject to the terms of
the content purchased. Sprint may delete Premium and non-Premium items downloaded to storage areas
controlled by Sprint, including any pictures, games and other content. Pictures downloaded to any Sprint-
maintained storage area may be deleted after 30 days. Sprint may impose a dollar or other limit on Customer's
use of Premium Services in a specific timeframe (month, week, day, or other time period) based on
Customer's credit.
6. SERVICE USAGE POLICIES.
6.1 Telephone Numbers And Portability. Sprint may change the telephone numbers assigned to each
Customer-Liable Active Unit with reasonable prior notice for commercial reasons, such as fraud prevention,
reguiatory requirements. and area code changes. Customers do not have any right of possession or title to
any number, e-mail address or other identifier Sprint may assign to Customer's Wireless Products or
accounts. Customer may not modify, change or transfer any of these identifiers except as Sprint aiiows or as
allowed for by law. Sprint will comply with any FCC-issued regulations that require Sprint to allow Customer to
retain its assigned telephone numbers upon switching wireless service to another carrier. Before a telephone
number previously used with another carrier can be used on a Sprint Network, Customer must provide
information about the account with the other carrier (account name, account number, address, and social
security number or tax identification number) and purchase Sprint Wireless Products from Sprint. Until the port
from the previous carrier is successful, the Sprint Wireless Product will only be able to call 911 and Sprint
Customer Care. Once the port is completed. Customer's old device will no longer work. However, due to
system limitations and issues outside Sprint's control, some requests to port a telephone number from
another carrier to Sprint, or from Sprint to another carrier, may not be successful. If a transfer to Sprint
is not successful, Customer may return any Sprint Wireless Products within the return period to receive a
credit, and Customer will lose or repay Sprint for any discounts or service credits provided with a returned
Sprint Wireless Product or cancelled Service. Customer is responsible for all charges incurred up to the date
the transfer is completed.
6.2 Lost or Stolen Wireless Product Policy. If Customer's Product is lost or stolen, Customer must promptly
notify Sprint Customer Service to deactivate the Product. Customer is responsible for all service charges
associated with the Product before Customer notifies Sprint of the loss or theft. Sprint may require that
Customer provide evidence of the loss or theft (e.g., a police report or affidavit). If the Product is later found,
Sprint may require Customer to exchange the Product for another Product before reactivating Service and, in
such cases, Sprint will provide a replacement Product of similar quality at Sprint's expense.
6.3 Fraud Policy. Customer will immediately notify Sprint's Customer Care department of any suspected
fraudulent use of Products or Services. Customer will cooperate with Sprint in the investigation of the incident.
Sprint will attempt to contact Customer before interrupting Services in the case of suspected fraud.
7. SERVICE LIMITATIONS.
7.1 TTY Access. TTY-capable Sprint Wireless Products (also known as TDD or Text Telephone) may not function
effectively when attempting 911 calls due to the limitations of the answering agency. A TTY device should not
be relied on for 911 Calls.
7.2 Pay-Per-Call Services. Sprint will not complete calls from any Product to 900, 976 and similar numbers for
pay-per-call services.
7.3 International Call Blocking. International calling capability wiii be blocked if not expressiy requested by
Customer for an Active Unit.
7.4 Caller 10. Caller identification information may not be available for all incoming calls.
7.5 Product Compatibility.
Page 18 of 21
A. General. Sprint Wireless Products may not be compatible with services provided by other wireless
carriers, except for services provided over Sprint Affiliate networks or in connection with roaming
agreements. Currently. Sprint PCS Products reiylng on CDMA technology do not operate on the Nextel
National Network, which uses iDEN technology, and Nextel Products using iDEN technology do not
currently operate on the Sprint National Network.
B. PowerSource Phone. A "PowerSource Phone" is a device which provides both wireless voice and data
Services over the Sprint National Network, Sprint Affiliate networks, and other networks in connection with
roaming agreements (using CDMA technology) and Nextel Walkie-Talkie Services over the Nextel
National Network (using iDEN technology). PowerSource Phones cannot be used for simultaneous
Walkie-Talkie and wireless voice and data sessions.
7.6 911 Or Other Emergency Calls. For 911 calls, an emergency responder's ability to locate Customer through
Sprint Wireless Products and Services may be affected by various factors, including but not limited to the type
of Product used, lack of a GPS-enabled device, geography or other factors such as the porting process. Sprint
is not liable for failures or delays in connecting to the appropriate emergency services provider. In certain
circumstances. a 911 call may be routed to a state patrol dispatcher. Enhanced 911 ("E911") service that is
compatible with the FCC technical requirements is not available in all areas. Customer consents to Sprint's
disclosure of Customer information to governmental and public safety authorities in response to emergencies.
This information may include. but is not limited to, Customer's name, address, number, and the location of the
user of the Service at the time of call.
7.7 Service Affecting Conditions. Sprint is not liable for (a) coverage and service quality problems caused by
atmospheric, geographic, or topographic conditions or other conditions beyond Sprint's control including the
failure of other service providers; (b) interruption and unavailability of Sprint Wireless Services due to
coverage, capacity, product failure or other limitations may occur in the transmission or attempted
transmission of wireless services; or (c) outages or service disruptions occurring as a result of a public safety
emergency.
8. Rate Adjustments. Sprint may impose fees, charges or surcharges on Customer to recover amounts that Sprint is
required or permitted by governmental or quasi-governmental authorities to collect on their behalf, or to pay to others in
support of statutory or regulatory programs. plus a commercially reasonable amount to recover the administrative costs
associated with such charges or programs. These charges include, but are not limited to. state and federal Carrier
Universal Service Charges, Compensation to Payphone Providers, E911, Telephone Relay Service. Wireless Number
Pooling, and Wireless Local Number Portability. Cost recovery charges are not taxes or government required charges.
Sprint may impose additional charges or surcharges to recover amounts Sprint is charged for terminating or originating
a call to other wireless carriers such as international mobile termination charges.
9. WARRANTIES. EXCEPT AS, AND THEN ONLY TO THE EXTENT, EXPRESSLY PROVIDED IN THIS AGREEMENT
OR THE APPLICABLE SERVICE LEVEL AGREEMENT, PRODUCTS AND SERVICES ARE PROVIDED "AS is.''
SPRINT DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND IN PARTICULAR DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. AND
WARRANTIES RELATED TO EQUIPMENT. MATERIAL. SERVICES, OR SOFTWARE.
10. EQUIPMENT AND SOFTWARE.
10.1 Products. Sprint does not manufacture Products and, except as provided in this Agreement, is not
responsible for any defects in the Products or for the acts or omissions of the original equipment
manufacturer.
10.2 Software Provided by Sprint.
A. General Licensing Terms and Conditions. Where software is provided with a Product or Service,
Customer is granted a non-exclusive and non-transferable license or sublicense to use the software,
including any related documentation, solely to enable Customer to use the Products and Services in
accordance with the applicable licensing requirements. Software license terms and conditions of Sprint's
software vendors are provided through click and use screens. shrink-wrap notices, physical copies
delivered at the time of Product or Service installation, or copies posted on the Rates and Conditions
Website. Sprint may suspend, block or terminate Customer's use of any software if Customer fails to
comply with any applicable licensing requirement.
B. Prohibitions. Customer is not granted any right to use software on behalf of third parties or for time share
or service bureau activities, or to use or obtain any source code. Customer may not reverse engineer,
decompile, modify, enhance, or copy Sprint-provided software.
C. Ownership. Sprint or its suppliers retain title and property rights to all software. Upon termination or
expiration of the Agreement or the applicable Service, the related software license will terminate and
Customer will return all copies of software to Sprint or provide certification that it has permanently deleted
all Sprint-provided software from Customer-owned Equipment.
Page 19 of 21
10.3 Responsibilities. Customer is responsible for any Customer or third party equipment located at the
Customer's premises that impair Product or Service quality. Upon notice from Sprint of an impairment to the
Products or Services, Customer will promptly cure the probiem. Customer wili continue to pay Sprint for
Products and Services during such impairment or related suspension. If the impairment interferes with the use
of the Sprint Networks by Sprint or third parties, Sprint. in its reasonable discretion. may suspend or
disconnect the affected Products and Services without advance notice to Customer, although Sprint will
provide advance notice where reasonably practical. At Customer's request. Sprint will work with the Customer
to troubleshoot the source of the impairment at Sprint's then-current time and materials rates. Sprint is not
liable if a commercially reasonable change in Sprint Products or Services causes equipment or software used
by Customer to become obsolete, require alteration, or perform at lower levels.
11. LIMITATIONS OF LIABILITY.
11.1 Direct Damages. Each party's maximum liability for damages caused by its failure to perform its obligations
under this Agreement (other than service disruption) is limited to: (A) proven direct damages for claims arising
out of personal injury or death, or damage to real or tangible personal property, caused by the party's
negligent or willful misconduct; or (B) proven direct damages for all other claims arising out of this Agreement,
excluding service disruptions, not to exceed in the aggregate, in any 12 month period, an amount equal to
Customer's total net payments for the affected Products and Services purchased in the 6 months prior to the
event giving rise to the claim. Customer's payment obligations and Sprint's indemnification obligations under
this Agreement are excluded from this provision.
11.2 Consequential Damages. NEITHER PARTY Will BE LIABLE FOR ANY CONSEQUENTIAL, INCiDENTAL,
OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION. WHETHER IN CONTRACT OR TORT.
CONSEQUENTIAL. INCIDENTAL, AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO. lOST
PROFITS, lOST REVENUES. AND lOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER
PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.
11.3 Service Disruption. Sprint's sole liability arising from or related to Service disruption, regardless of the cause,
is limited to a credit allowance equal to the proportionate charge to Customer for the period of the Service
disruption. Service disruptions do not include unavailability of the Service during periods of scheduled or
unscheduled network maintenance.
11.4 Unauthorized Access I Hacking. Sprint is not liable for unauthorized third party access to, or alteration, theft.
or destruction of, Customer's data, programs or other information through accident, wrongful means or any
other cause while such information is stored on or transmitted across the Sprint Networks.
11.5 Transmission Over Sprint Network. Sprint is not liable for any third-party content accessed through
Products and Services, including but not limited to Premium Services. Sprint is not responsible for any loss,
liability, damage, or expense, including attorney's fees, resulting from any third party claims alleged to arise in
any way from information. data, or messages transmitted over the Sprint Networks by Customer, or by
Customer's own customers or agents. including but not limited to claims for or based on: (A) libel, slander.
invasion of privacy, infringement of copyright, and invasion or alteration of private records or data; (B)
infringement of patents arising from the use of equipment, hardware or software not provided by Sprint; and
(C) transmission and uploading of information that contains viruses, worms, or other destructive media or
other unlawful content.
12. FORCE MAJEURE. Neither party will be responsible for any delay, interruption or other failure to perform under this
Agreement due to acts or events beyond the reasonable control of the otherwise responsible party. Force majeure
events include. but are not limited to: natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots,
terrorist activities, and civil commotions; inability to obtain parts or equipment from third party suppliers, cable cuts by
third parties, a local exchange carrier's activities, and other acts of third parties; explosions and fires; embargoes,
strikes, and labor disputes; and governmental decrees.
13. DEFINITIONS
13.1 UActive Unit" or llLine" is an active piece of wireless Product that Customer enrolls in a Business Plan under
the Agreement.
13.2 "Anytime Minutes" are the Network minutes of use that are available in a Business Plan that may be used at
anytime other than during Nights and Weekends.
13.3 uBusiness Plans" are Sprint PCS and Nextel Wireless service plans for business customers on which an
Active Unit is activated. Certain Business Plan options are priced in this Agreement or Customer may select
from any other available Business Plans. subject to the terms and pricing of that Plan.
13.4 "Commencement Date" is the first day of the first bill cycle in which Sprint bills monthly recurring charges or
usage charges.
13.5 "Customer-Liable Active Unit" or "Customer Line" each refer to an Active Unit activated by Customer for
its end use and for which Customer is financially liable.
Page 20 of 21
13.6 "Domestic Roaming" means Roaming on networks within the United States, Puerto Rico and U.S. Virgin
Islands where Sprint has a roaming relationship with the carrier. "Domestic Roaming long Distance"
means toll calls placed while in Domestic Roaming areas.
13.7 "Employee" means a person in the service of Customer and from whom Customer withholds FICA (Federal
Insurance Contributions Act) contributions from gross pay.
13.8 "Individual-liable Account" means the Individual-Liable Sprint Wireless Services account in the name of,
and billed directly to, an Employee. "Individual-liable Active Unit" or "Employee Line" is an Active Unit
activated by an Employee and for which the Employee is financially responsible.
13.9 "Net MRC" means the net monthly recurring charge before taxes and other charges and after caiculation of all
other discounts, rebates, service credits or any such similar credits (not including Customer's applicable
volume discount).
13.10 "Nextel National Network" means the Sprint-owned or controlled iDEN wireless network, including network
owned or controlled by Nextel affiliates or partners, used by Sprint to provide Nextel Services.
13.11 "Nextel Services" means wireless services provided on the Nextel National Network by Sprint and authorized
Nextel affiliates and partners.
13.12 "Nights and Weekends" means Monday through Thursday 9:00 p.m. to 7:00 a.m. and Friday 9:00 p.m. to
Monday 7:00 a.m.. unless either the Night and Weekends at 6pm option or Nights and Weekends at 7pm
option is selected. "Night and Weekends at 6pm" means Monday through Thursday 6:00 p.m. to 7:00 a.m.
and Friday 6:00 p.m. to Monday 7:00 a.m. "Night and Weekends at 7pm" means Monday through Thursday
7:00 p.m. to 7:00 a.m. and Friday 7:00 p.m. to Monday 7:00 a.m. The time used to determine Nights and
Weekends eligibility is the local time where the Product is located when an inbound or outbound call originates
13.13 "Premium Services" means downloads and applications, such as games, ringers and screen savers,
available through Sprint Wireless Data Services that are above and beyond basic data usage.
13.14 "Roaming" means voice or data service provided on another wireless carrier's network through agreements
established by Sprint.
13.15 "Sprint PCS Affiliate" means independent third parties that by contract offer Sprint PCS Products and
Services under the Sprint Marks. "Sprint pes Affiliate Market" means the regions of the United States
covered by Sprint PCS Affiliates.
13.16 "Sprint PCS Services" means wireless services provided on the Sprint National Network using COMA
technology by Sprint and authorized Sprint PCS Affiliates.
13.17 "Sprint National Network" means the Sprint-owned or controlled COMA wireless network. including network
owned or controlled by Sprint PCS Affiliates, used by Sprint to provide Sprint PCS Services.
Page 21 of 21
A CORO,. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY)
411/2008 2128/2008
PRODUCER Lockton Companies, LLC-I Kansas City THIS CERTiFiCATE IS ISSUED AS A MATTER OF INFORMATION
444 W. 47th Street, Suite 900 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Kansas City MO 64112-1906 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
(816) 960.9000
INSURERS AFFORDING COVERAGE NAIC#
INSURED SPRll\T CORPORA TIQNI INSURER A: CONTINENTAL CASUALTY CO. (A XV)
14971 SPRINT SOLUTIONS, INC. INSURER B: AMERICAN CASUALTY CO.ofReading,PA
6480 SPRINT PARKWAY INSURER c: TRANSPORTATION INSURANCE CO.(A XV)
OVERLAND PARK KS 66251
INSURER 0: GREAT AMERICAN ASSURANCE CO.
INSURER E:
COVERAGES
SPRCOOI
DE
THIS CERTIFICATE OF INSURANCE DOES NOT cONsnruTE A CONTRACT BETWEEN THE ISSUING
INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLlCY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ~.~D' POLICY NUMBER Pci'1+~~ri~~8m~ Pg~!fll~~tb'if'~N LIMITS
LTR "SR TYPE OF INSURANCE
GENERAL LIABILITY EACH OCCURRENCE $ 2 000 000
A f::- GL20795938I9 4/112005 4/1/2008 ~~~C~i~9E~~~J~~nce\ XXXXXXX
X COMMERCIAL GENERAL LIABILITY $
~ t=:t CLAIMS MADE 0 OCCUR MED EXP (Anyone person) $ XXXXXXX
fx CONTRACTUAL PERSONAL & ADV INJURY $ 2,000.000
r-:x *TENANTS LEGAL LIAB GENERAL AGGREGATE $ 10,000.000
i- 3,000,000
rilN'L AGGRErl ~L1MIT APPrl :ER: PRODUCTS - COMPIOP AGG $
X POUCY j~8T LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000.000
A X ANY AUTO BUA 20 7959 3836 4/112005 41112008 (Eaaccidenl)
,-
- ALL OWNED AUTOS BODILY INJURY
(Per person) $ XXXXXXX
- SCHEDULED AUTOS
- HIRED AUTOS BODILY INJURY
{Per accident) $ XXXXXXX
- NON-OWNED AUTOS
- PROPERTY DAMAGE $ XXXXXXX
(Peraccidenl)
~RAGE UABILITY AUTO ONLY - EA ACCIDENT $ XXXXXXX
ANY AUTO NOT APPLICABLE OTHER THAN EAACC $ XXXXXXX
AUTO ONLY: AGG $ XXXXXXX
fjCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ 10000.000
D X OCCUR D CLAIMS MADE L1vfB5655283 4/l/2007 41112008 AGGREGATE $ 10000000
$ XXXXXXX
=i 0 UMBRELLA
DEDUCTIBLE X FORM $ XXXXXXX
RETENTION $ I XXXXXXX
WORKERS COMPENSATION AND WC 20 7959 3786 (AOS) 41112005 4/112008 X I we STATU. I 10TH.
B TORY LIMITS ER
EMPLOYERS' LIABILITY
C ANY PROPRIETOR/PARTNER/EXECUTIVE WC 20 7959 3772 (AZ.OR.WI) 41112005 4/1/2008 E.L. EACH ACCIDENT $ 1.000,000
B OFFICER/MEMBER EXCLUDED? WC 20 7959 3805 (CA) 411/2005 . 4/l/2008 E.L. DISEASE - EA EMPLOYEE $ 1,000,000
B If yes, describe under NO KIA IN MONOPOLISTIC STATE
SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT $ 1,000,000
OTHER
DESCRIPTION OF OPERATIONS /LOCATIONS J VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT J SPECIAL PROVISIONS
*FlRE DAMAGE IS INCLUDED IN BROADER TENANT'S LEGAL LIABILITY FORM WITH LIMITS OF $1,000,000 PER OCCURRENCE. COLLIER
COUNTY lS AN ADDITIONAL INSURED, Ah'D SUBROGA nON is WAIVED. WHERE REQUIRED BY CONTRACT AND SL'BJECT TO POLICY TERMS
AND CONDITIONS.
CERTIFICATE HOLDER
3578108
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS
AITN: LYN M. WOOD C.P.M.
3301 TAMIAMI TRAlL EAST
NAPLES FL 34112
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENOEAVOR TO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
ACORD 25 (2001/08)
@ACORDCORPORATIONI988
ITEM NO.:~,P\L(.cO&Sl
. DATE
, "". Tn\..
'\,"\;''-' VI, "":;',/
:, '~r\'{ ~T\'O~\t\'
,,\)\)I
~l'1r\' \ 3
lnfi~ \,\~R - (, V'
RECEIVED:
'-~" '-' "~.,, ~"-
,..-.... ""--",
'~ ',,,,, t J
FILE NO.:
....,"....\.'1
ROUTED TO:
"-',"',,", .
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 5, 2008
To: Office of the County Attorney
Attention: Robert Zachary
From: Lyn M. Wood, C.P.M., Contract Specialist ~
Purchasing Department, Extension 2667 U~
Re: Contract: 08-5012 "Cellular Communications Services & Equipment"
Contractor: Sprint Solutions, Inc.
BACKGROUND OF REQUEST:
This contract was approved by the BCC on February 26, 2008,
Agenda Item 16.E.4
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Robert, upon approval, please forward to BCC for signature. If there
are any questions concerning the document, please contact me. Purchasing
would appreciate notification when the documents exit your office. Thank you.
C: Scott Johnson, Purchasing
6C(Vlf?-
'5 - -1--6 'if
DATE:
0-4rc
~cC
Jeff Walker ~, A.f4,f, ("lycO
Risk Management Department :1St, .?tJo&
Lyn M. Wood, C.P.M., Contract speCialistrh-' ~,y~
Purchasing Department
\
March 5, 2008
MEMORANDUM
TO:
FROM:
RE: Review Insurance for Contract: 08-5012 "Cellular
Communications Services & Equipment"
Contractor: Sprint Solutions, Inc.
This Contract was approved by the BCC on February 26, 2008, Agenda Item
16.E.4
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further
review and approval. Also, will you advise me when it has been forwarded.
Thank you. If you have any questions, please contact me at extension 2667.
~-
'()1f/AAl--
7T 3/b/O r
dod/LMW
C: Scott Johnson, Purchasing
CERTIFICATE OF ASSISTANT SECRETARY
I, TRACI TONG, a duly elected and acting Assistant Secretary of Sprint
Solutions, Inc., a Delaware corporation (the "Corporation"), do hereby
certify that I am a duly elected and acting Assistant Secretary of the
Corporation and have access to the corporate records and minutes of the
Corporation.
I further certify that Leon Frazier, a Vice President of the Corporation,
is authorized to enter into contracts on behalf of the Corporation pursuant to
the fiscal authorization policy applicable to the Corporation.
In witness to the foregoing, I have signed my name as Assistant
Secretary of Sprint Solutions, Inc. this 5th day of March, 2008, at 2001
Edmund Halley Drive, Reston, Virginia.
~
~ ~---/
(')
Traci Tong
Assistant Secretary
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Foreign Profit Corporation
SPRINT SOLUTIONS, INC.
Filing Information
Document Number F02000004082
FEI Number 470882463
Date Filed 08/12/2002
State DE
Status ACTIVE
Principal Address
6500 SPRINT PARKWAY
OVERLAND PARK KS 66251
Changed 04/14/2004
Mailing Address
6500 SPRINT PARKWAY
HL-5ASTX
OVERLAND PARK KS 66251
Changed 04/14/2004
Registered Agent Name & Address
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSEE FL 32301-2525 US
Officer/Director Detail
Name & Address
TitleS/D
HILL, CHRISTIE A
2001 EDMUND HALLEY DRIVE
RESTON VA 20191
Title P
ANGELINO, MARK
2001 EDMUND HALLEY DR
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Page 2 of2
RESTON VA 20191
TitleT
LINDAHL, RICHARD
2001 EDMUND HALLEY DR
RESTON VA 20191
Title D
KENNEDY, LEONARD
2001 EDMUND HALLEY DR
RESTON VA 20191
TitleVP
BESHEARS, MARK V
6500 SPRINT PARKWAY
OVERLAND PARK KS 66251
Annual Reports
Report Year Filed Date
2005 01/26/2005
2006 04/25/2006
2007 04/30/2007
Document Images
04/30/2007 -- ANNUAL REPORT
04/25/2006 =ANNUAL REPQRT
01/26/2005 -- ANNUAL REPORT
04/14/2004 -- ANNUAL REPORT
02/13/2003 =ANNUAL REPORT
08/12/2002 -- Foreign Profit
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