HomeMy WebLinkAboutP-21-098 T-Mobile Agreement..pdf
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-098 T-MOBILE\CONTRACTS & AMENDMENTS\P-21-098 T-MOBILE
AGREEMENT
(T- Mobile CLM 1040985 Legal Final 5-18-21_LR)
County of Fresno
INTERNAL SERVICES DEPARTMENT
Facilities • Fleet • Graphics • Purchasing • Security • Technology
PROCUREMENT AGREEMENT
Agreement Number P-21-098
April 1, 2021
T-Mobile USA, Inc.
The County of Fresno (“County”) hereby contracts with T-Mobile USA, Inc. (“Contractor”) to provide Wireless
Data, Voice, and Accessories in accordance with (i) the text of this Procurement Agreement Number P-21-
098 (“Agreement”), (ii) Attachment “A”- NASPO ValuePoint Master Agreement # MA176 (“Master
Agreement”) administered by the State of Utah, and (iii) Attachment “B” - County of Fresno Participating
Addendum (“Participating Addendum”), by this referenc e all made a part hereof.
TERM: This Agreement shall become effective April 1, 2021 and shall remain in effect through March 31,
2024.
MINIMUM ORDERS: Unless stated otherwise there shall be no minimum ord er quantity. The County
reserves the right to increase or decrease orders or quantities, subject to the terms and conditions of the
Master Agreement.
CONTRACTOR'S SERVICES: Contractor shall provide the products and services as described in
Attachment “A” attached, at the rates set forth in Attachment “A”.
ORDERS: Orders will be placed on an as-needed basis by County of Fresno Internal Services and Sheriff's
Office under this Agreement.
PRICES: Prices shall be in accordance with the Master Agreement.
MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of two
hundr ed thousand dollars ($200,000.00).
DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno . All orders shall be
delivered complete as specified. All orders placed before Agreement expiration shall be honored under the
terms and conditions of this Agreement.
INVOICING: An itemized invoice in duplicate shall be mailed to requesting County department in
accordance with invoicing instruc tions included in eac h order referencing this Agreement. Invoice terms
shall be Net 30 Days.
TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written
notice to the Contractor. In the event of such termination, the Co ntractor shall be paid for satisfactory
services or supplies provided to the date of termination.
333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110
* The County of Fresno is an Equal Employment Opportunity Employer *
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0
PROCUREMENT AGREEMENT NUMBER: P-21-098
T-Mobile USA, Inc.
April 1, 2021
Page 2
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-098 T-MOBILE\CONTRACTS & AMENDMENTS\P-21-098 T-MOBILE
AGREEMENT
(T- Mobile CLM 1040985 Legal Final 5-18-21_LR)
LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they
be Federal, State or munic ipal, which may be applicable to Contractor's business, equipment and personnel
engaged in service covered by this Agreement.
LIABILITY: The Contractor agrees to:
Pay all claims for damage to County property in any manner arising from and caused by Contractor's
operations under this Agreement.
INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two
Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000.00). This polic y shall be issued on a per occurrence basis. County may require specific
coverage including complet ed operations, product liability, contractual liability, Explosion-Collapse-
Underground, fire legal liability or any other liability insurance deemed necessary because of the nature
of the contract.
B. Automobile Liability: Business Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any
auto used in connection with this Agreement.
C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Profess ional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence, Three Million Dollar s ($3,000,000.00) annual aggregate.
D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
Additional Requirements Relating to Insurance :
Contractor shall obtain endorsements to the Commercial General Liability insurance including the County of
Fresno, its officers, agents, and employees, individually and collectively, as ad ditional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insur ance and any other insurance, or self-insurance, maintained by County, its officers,
agents and employees shall be excess only and not contributing with insurance provided under Contractor's
policies herein, with respect to the negligent acts or willful misconduct of Contractor. This insurance shall
not be cancelled without a minimum of thirty (30) days advance written notice given to County.
Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, a s required
herein, to the County of Fresno, Internal Services Department, 333 W. Pontiac Way, Clovis, CA 93612,
stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its
officers, agents and employees will not be responsible for any premiums on the policies; that such
Commercial General Liability insurance includes the County of Fresno, its officers, agents and employees,
individually and collectively, as additional insured, but only insofar as the operations under this Agreement
are concerned; that such c overage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only
and not contributing with insurance provided under Contractor's policies herein, with respect to the negligent
acts or willful misconduct of Contractor; and that this insurance shall not be cancelled without a minimum of
thirty (30) days advance, written notice given to County.
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0
PROCUREMENT AGREEMENT NUMBER: P-21-098
T-Mobile USA, Inc.
April 1, 2021
Page 3
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-098 T-MOBILE\CONTRACTS & AMENDMENTS\P-21-098 T-MOBILE
AGREEMENT
(T- Mobile CLM 1040985 Legal Final 5-18-21_LR)
In the event Contractor fails to keep in effect at all time s insurance coverage as herein pr ovided, the County
may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of
such event.
All policies shall be with admitted insurers licensed to do business in the State of California. Insurance
purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or
better.
COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish
proof of Commercial General Liability Insurance with limits of not less than $500,000 per occurrence.
INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor
under this Agreement, it is mutually understood and agreed that Contractor, including any and all of
Contractor's officers, agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint
venturer, partner, or associate of the County . Furthermore, County shall have no right to control or supervise
or direct the manner or method by which Contractor shall perform its work and function. However, County
shall retain the right to administer this Agreement so as to verify that Contractor is performin g its obligations
in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable
provisions of law and the r ules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment
rights and benefits available to County employees . Contractor shall be solely liable and responsible for
providing to, or on behalf of, its employees all legally -required employee benefits. In addition, Contractor
shall be solely responsible and save County harmless from all matters relating to payment of Contractor's
employees, including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of th is Agreement, Contractor may be providing services to
others unrelated to the County or to this Agreement.
NON-ASSIGNMENT: Subject to any rights Contractor may have under the Master Agreement to assign the
Master Agreement, neither party shall assign, transfer or s ub-contract this Agreement nor their rights or
duties under this Agreement without the written consent of the other party, which consent will not be
unreasonably withheld.
AMENDMENTS: This Agreement (which includes the Master Agreement and the Participating Addendum)
constitutes the entire Agreement between the Contractor and the County with respect to the subject matter
hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements,
publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly
included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice.
Subject to any rights that Contractor may have to amend the Master Agreement with the consent of the Lead
State, this Agreement may be amended only by written addendum signed by both parties.
INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this
Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the
text of this Agreement (excluding Attachment "A"); (2) the Participating Addendum, and (3) Attachment “A”.
GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the law s of the
State of Califor nia. Venue for any action shall only be in County of Fresno.
ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic
signature as provided in this section.
A. An “electronic signature” means any sy mbol or process intended by an individual signing this Agreement
to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an
original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF
document) of a handwritten signature.
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0
PROCUREMENT AGREEMENT NUMBER: P-21-098
T-Mobile USA, Inc.
April 1, 2021
Page 4
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-098 T-MOBILE\CONTRACTS & AMENDMENTS\P-21-098 T-MOBILE
AGREEMENT
(T- Mobile CLM 1040985 Legal Final 5-18-21_LR)
B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force a nd
effect as the valid original handwritten signature of that person.
C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in
the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section
1633.1).
D. Each party using a digital s ignature represents that it has undertaken and satisfied the requirements of
Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other
party may rely upon that representation.
This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
and either party may sign this Agreement with an original handwritten signature.
Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or
USPS.
Please refer any inquiries in this matter to Chanvathei Lonh, Purchasing Technician, at (559) 600-7110 or
clonh@fresnocountyca.gov .
FOR THE COUNTY OF FRESNO
Gary E. Cornuelle
Purchasing Manager
333 W. Pontiac Way
Clovis, CA 93612
GEC:CL
Gary Cornuelle Digitally signed by Gary Cornuelle
Date: 2021.05.20 14:05:58 -07'00'
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0
PROCUREMENT AGREEMENT NUMBER: P-21-098
T-Mobile USA, Inc.
April 1, 2021
Page 5
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-098 T-MOBILE\CONTRACTS & AMENDMENTS\P-21-098 T-MOBILE
AGREEMENT
(T- Mobile CLM 1040985 Legal Final 5-18-21_LR)
ORG No.: 8905, 31112425
Account No.: 7042, 7281
Requisition No.: 8905210773, 3111218043
CONTRACTOR TO COMPLETE:
Company: T-Mobile USA, Inc.
Type of Entity:
Individual Limited Liability Company
Sole Proprietorship Limited Liability Partnership
X Corporation General Partnership
12920 SE 38th Street Bellevue WA 98006
Address City State Zip
(425) 383-4000 David.Bezzant@T-Mobile.com
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
Print Name & Title: David Bezzant – Vice President for T-Mobile Government
Signature:
Legal Approved by:
________________________________
T-Mobile USA, Inc. Legal Department
ACCOUNTING USE ONLY
(02/2021)
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0
5/21/2021
5/21/2021
PROCUREMENT AGREEMENT NUMBER: P-21-098
T-Mobile USA, Inc.
April 1, 2021
Attachment A
ATTACHMENT "A"
MA176 Link
Please use link provided to view all documents pertaining to Naspo ValuePoint Master
Agreement, MA176, as administered by the State of Utah and is hereby incorporated by
reference as P-21-098 Attachment “A”.
https://s3-us-west-
2.amazonaws.com/naspovaluepoint/1566246169_NASPO%20ValuePoint%20Wireless%20Dat
a%20Voice%20and%20Accessories.pdf%20-%20signed%20(2).pdf
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0
PROCUREMENT AGREEMENT NUMBER: P-21-098
T-Mobile USA, Inc.
April 1, 2021
Attachment B
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-098 T-MOBILE\CONTRACTS & AMENDMENTS\P-21-098 T-MOBILE
AGREEMENT
(T- Mobile CLM 1040985 Legal Final 5-18-21_LR)
ATTACHMENT "B"
NASPO ValuePoint
PARTICIPATING ADDENDUM
WIRELESS, DATA, VOICE AND ACCESSORIES
Led by the state of Utah
________________________________________________________________________________________
Master Agreement #: MA176
Contractor: T-MOBILE USA, INC.
Participating Entity: COUNTY OF FRESNO
1. Scope: This Participating Addendum ("PA") covers the NASPO ValuePoint Wireless, Data, Voice and
Accessories Master Agreement No. MA176 led by the State of Utah, as amended (“Master Agreement”) for use
by state agencies and other entities, as provided in the Master Agreement, and as more specifically detailed in
Paragraph 2, “Participation,” below. There were four categories included in the solicitation:
Category 1: Cellular Wireless Services
Category 2: Equipment and Accessories
Category 3: Turnkey Wireless and IoT Solutions offered as a Product
Category 4: Alternative Wireless Transport Options
Contractor was awarded Categories 1, 2, 3A, and 3C.
Participating Entity has elected to participate in Categories 1, 2, 3A and 3C (unless indicated otherwise)
Unless otherwise agreed to by the parties herein, this PA shall be coterminous with the Master Agreement
including any renewals or extensions to the Master Agreement.
2. Participation: This PA may be used by the County of Fresno Internal Services and Sheriff's Office
(collectively “Purchasing Entities”). It will be the responsibility of the Purchasing Entity to comply with any
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0
PROCUREMENT AGREEMENT NUMBER: P-21-098
T-Mobile USA, Inc.
April 1, 2021
Attachment B
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-098 T-MOBILE\CONTRACTS & AMENDMENTS\P-21-098 T-MOBILE
AGREEMENT
(T- Mobile CLM 1040985 Legal Final 5-18-21_LR)
legal or regulatory provisions applicable to the Purchasing Entity. A Purchasing Entity may issue individual
releases (“Purchase Orders”) against this PA on an as-needed basis.
3. Participating Entity Modifications or Additions are contained in the Procurement Agreement Number
P-21-098, to which this PA is attached.
4. [intentionally omitted]
5. [intentionally omitted]
6. Purchase Order Instructions: Any Purchase Order, Order or T-Mobile approved funding document used
to order Products and Services shall be in accordance with and subject to the NASPO Master Agreement
#MA176. As a pre-condition to ordering T-Mobile Services and Products under the NASPO Master Agreement,
T-Mobile will require Participating Entity to provide a Purchase Order, Order or signed funding document.
7. Individual Customer:
Each Purchasing Entity placing an order under this Participating Addendum will be treated as if it was an
Individual Customer. Except to the extent modified in this Participating Addendum, each Purchasing Entity
will be responsible for compliance with the terms and conditions of the Master Agreement; and they will have
the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement. Each
Purchasing Entity will be responsible for its own charges, fees and liabilities. Each Purchasing Entity will have
the same rights to any indemnity or to recover any costs allowed in the contract for its purchases; and Contractor
will apply the charges to each Participating Entity individually. The Individual Customer agrees to the terms
of the Participating Addendum, including the disclosure of limited account information as part of the contractual
reporting requirements to NASPO ValuePoint and/or the Participating Entity for purposes of monitoring the
contract and calculating the administrative fee, if any.
8. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or
their named successors):
Contractor:
Name: David Bezzant, Vice President, T-Mobile For Government
Address: c/o T-Mobile USA, Inc., 12920 SE 38th Street, Bellevue, WA 98006
Telephone: (425) 383-4000
Fax:
Email: David.Bezzant@T-Mobile.com
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0
PROCUREMENT AGREEMENT NUMBER: P-21-098
T-Mobile USA, Inc.
April 1, 2021
Attachment B
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-098 T-MOBILE\CONTRACTS & AMENDMENTS\P-21-098 T-MOBILE
AGREEMENT
(T- Mobile CLM 1040985 Legal Final 5-18-21_LR)
For Legal Notice to Contractor – send a copy to:
Name: Legal Department, T-Mobile USA, Inc.
Address: c/o T-Mobile USA, Inc.,
12920 SE 38th Street, Bellevue, WA 98006
Participating Entity:
Name: Gary Cornuelle, Purchasing Manager, County of Fresno
Address: 333 Pontiac Way
Telephone: Clovis, CA 93612
Fax: (559) 600-7110
Email: gcornuelle@FresnoCountyCA.gov
9. Software Terms and Conditions: Purchasing Entities that acquire software shall be subject to the license
agreements distributed with such software; however, in the event of a conflict in language between an end user
license agreement (EULA) and the Master Agreement, the language in the Master Agreement will supersede
and control. In addition, any language in a EULA which violates a Purchasing Entity’s constitution, statute or
other applicable law will be deemed void, and of no force or effect, as applied to the Purchasing Entity.
10. Pursuant to Amendment No. 2 of Master Agreement No. MA176, upon execution of this PA, the parties
agree that this PA will supersede and replace any existing Participating Addendum(s) executed by the
Participating Entity under either: 1) the NASPO ValuePoint Master Agreement #1907 between the State of
Nevada and Contractor; or 2) the NASPO ValuePoint Master Agreement #1907 between the State of Nevada
and Sprint Solutions, Inc., (“Existing 1907 Participating Addendums”) as of this PA Effective Date, subject to
the terms herein. The Existing 1907 Participating Addendums will be terminated in their entirety as of this PA
Effective Date.
11. Technology Evolution:
11.1 In the normal course of technology evolution and enhancement, T-Mobile continually updates and
upgrades its Services, Products and networks. In some instances, these efforts will result in the need
to ultimately replace or discontinue certain offerings or technologies. In such event, T-Mobile will
undertake such efforts in a customer-focused and commercially reasonable manner. Accordingly and
notwithstanding anything in the PA to the contrary, T-Mobile reserves the right, in its sole discretion,
after providing the notice set forth in subsection 11.2 below, to (a) migrate Purchasing Entity to a
mutually agreed upon replacement technology unless, within the notice period described in
subsection 11.2 below, the Purchasing Entity opts to discontinue its Service, Product, network
standard, or technology; or (b) discontinue any Service, Product, network standard, or technology
without replacement without either party being in breach of the PA or incurring early termination
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0
PROCUREMENT AGREEMENT NUMBER: P-21-098
T-Mobile USA, Inc.
April 1, 2021
Attachment B
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-098 T-MOBILE\CONTRACTS & AMENDMENTS\P-21-098 T-MOBILE
AGREEMENT
(T- Mobile CLM 1040985 Legal Final 5-18-21_LR)
liability relating to the discontinuance of the affected Service, Product, network standard, or
technology.
11.2 If T-Mobile takes any action set forth in subsection 11.1 above, T-Mobile will provide no less than
60 days’ advance notice reasonably designed to inform Purchasing Entity (if affected) of such
pending action. The form of T-Mobile’s notice may include providing written notice to any address
(a) T-Mobile uses for billing the Purchasing Entity, (b) set forth in Purchasing Entity’s Order, or, if
(a) or (b) are unavailable, (c) listed in the PA for Participating Entity. Customer agrees that such
notice is reasonable and sufficient notice of T-Mobile’s pending action.
For questions on the Participating Addendum or NASPO ValuePoint cooperative contracting process, please
contact the NASPO ValuePoint Cooperative Contract Coordinator assigned to this Portfolio, as provided on
this Portfolio’s webpage at www.naspovaluepoint.org or the NASPO ValuePoint team at
ccc@naspovaluepoint.org.
Contractor - email a fully executed PDF copy of this document to:PA@naspovaluepoint.org
To support documentation of participation and posting in
appropriate databases
DocuSign Envelope ID: C02FE7C8-84E0-4A86-88FA-08582FE7CEC0