HomeMy WebLinkAboutC-7501-1 - Government Master Services Agreement #BSG1806-0432No.BSG1809-0094
Date: November 5, 2018
q
FIRST AMENDMENT TO GOVERNMENT MASTER SERVICES AGREEMENT
[� #BSG 1806-0432
t Customer Name: CITY OF NEWPORT BEACH
U C/O/ NEWPORT BEACH POLICE DEPARTMENT
Address: 870 Santa Barbara Drive
Newport Beach, CA 92660
This First Amendment (#BSG1809-0094) is made to the Government Master Services Agreement (#BSG1806-0432) between SPRINT
SOLUTIONS, INC., as contracting agent on behalf of the applicable Sprint affiliates providing the Products and Services ("Si
and CITY OF NEWPORT BEACH, a California municipal corporation and charter city, on behalf of its Police Department ("Customer'),
signed by Customer on August 22, 2018 and Sprint on August 17, 2018 (the "Agreement").
The following modified and added terms and conditions are made a part of the Agreement effective on the first day of the first billing
month after this First Amendment is signed by Sprint and Customer ("First Amendment Commencement Date").
Sprint and Customer agree as follows:
1. The Agreement is amended in Section 3 ("ATTACHMENTS") by adding a new Attachment B ("WIRELINE SERVICES
ADDITIONAL PRICING QUOTE") attached herein.
2. The Agreement is amended in Attachment A ("WIRELINE SERVICES PRICING S POLICIES"), Section 3 ("CHARGES") by
adding a new Subsection 3.3 ("SPRINT MANAGED NETWORK SOLUTIONS (MNS)") as follows:
3.3 SPRINT MANAGED NETWORK SOLUTIONS (MNS)
A. General. Sprint Managed Network Solutions include product tiers that provide a comprehensive suite of management
and implementation services that support multi -protocol Wide Area Networks (WANs) and Local Area Networks (LANs)
utilizing Sprint and non -Sprint provided transport services. The service supports Customer premises -based routers, IP -
VPN devices, switches, and hubs Sprint Managed Network Solutions is comprised of tiers that provide design,
implementation, monitoring and notification, trouble resolution, and configuration/change management of Customer
networks including WAN transport, LANs and customer premises equipment (CPE); day-to-day operational support,
configuration management, network and CPE monitoring; proactive notification, fault management, trouble resolution,
network and device performance reporting.
(1) Product Specific Terms and Conditions. Customer must comply with the Sprint Managed Network Solutions
Product Annex, which is incorporated into this Agreement by this reference. No discounts or special prices except
as specified in this Agreement apply. If Customer purchases customer premise equipment with the Services,
Customer must also comply with the Equipment Sales Product Annex. For rented customer premise equipment,
the Customer Premises Equipment Rental Annex will apply. If Sprint provides maintenance on the equipment,
Customer must comply with the Data and Internetworking Equipment Maintenance Services Annex. Annexes are
posted in the "Product -specific Terms' section of the Rates and Conditions Website.
B. MNS Complete Solutions. For MNS Complete Management, Sprint will charge Customer a fixed MRC and NRC for
each device with a 3 year Order Term installed or in service during the Term in accordance with the MNS Pricing Table
below. MNS Complete is a comprehensive offering and includes design, implementation, monitor and notification, trouble
resolution/fault management, and ongoing configuration/change management.
C. MNS Collaborative Solutions - For MNS Collaborative, Sprint will charge Customer a fixed MRC and NRC for each
device with a 3 year Order Term installed or in service during the Term in accordance with the MNS Pricing Table below.
MNS Collaborate includes initial design, configuration, implementation and ongoing device monitoring and customer
notification. There is no ongoing configuration/change management with MNS Collaborate or Trouble Resolution
(break/fix) of the customer's CPE. All Network Change Requests are not available for MNS Collaborative.
D. MNS Support Solutions - Monitor and Notification - For MNS Monitoring and Notification, Sprint will charge Customer
a fixed MRC for each device with a 3 year Order Tenn installed or in service during the Term in accordance with the MNS
Pricing Table below. MNS Support - Monitor and Notification management only involves monitoring the customer's CPE
and notifying the Customer when the managed device ceases to function normally. MNS Support — Monitor and
Notification management does not include ongoing configuration/change management or Trouble Resolution (break/fix)
of the customer's CPE. Network Change Requests are not available for MNS Support — Monitor and Notification.
E. MNS Additional Charge for High Availability Sites - Sprint will charge Customer an additional MRC for each High
Availability Site in accordance with the MNS Pricing Table below. A High Availability Site includes testing and
management for one backup ISDN connection to a router per site. This charge does not include charges for the ISDN
connection.
RY INFORMATION
1 of 6
No. BSG1809-0094
Date: November 5, 2018
F. MNS Options for Wireless WAN CPE. Sprint offers 4 main CPE solutions for Wireless WAN (WWAN); Cisco 3G HWiC,
Cisco 881 G, Digi ConnectPort Router and Sierra Airlink Raven Modem. The MNS Options for these WWAN CPE options
are summarized as follows:
(1) Cisco 3G HWIC: MNS Complete, MNS Collaborative and MNS Support - Monitor and Notification are available
for a Cisco ISR router with a 3G HWIC installed in it. Management covers both the router and the 3G HWIC. A
single MRC is applied. A 3G HWIC is an interface card and cannot be managed separately from the router.
(2) Cisco 881G: MNS Complete, MNS Collaborative and MNS Support — Monitor and Notification are available for
the Cisco 881 Grouter with 3G mobile broadband installed in it. Management covers both the router and the mobile
broadband card.
(3) Digi ConnectPort & Sierra Raven Modem: MNS Complete is only available on the WWAN device if Sprint MNS
is also managing a tethered MNS certified wireline router/device. A single MNS Complete MRC applies regardless
if the WWAN device is being used as primary or back-up access. If the WWAN device is deployed on a stand
alone basis (not tethered to a managed wireline router/device), MNS Support - Monitor and Notification is the only
MNS option.
G. MNS Pricing Table.
Pricing Component
Net MRC
List NRC
Net NRC
MNS Complete Mgmt
$78.20
$150.00
$150.00
MNS Collaborate
$7.75
$350.00
$350.00
MNS Wholesale Carrier
$18.00
$150.00
$150.00
MNS Monitoring & Notification
$7.75
High Availability
$32.00
MNS Complete Mgmt - Switch
$50.00
$50.00
$50.00
MNS Complete Mgmt—AP
$10.00
$10.00
$10.00
Remote Access
$300.00
$300.00
$300.00
CSU/DSU Mgmt W/Mgd Router
$48.00
$125.00
$125.00
MNS NRCs for management products represent remote device configuration/initialization charges only. These NRCs do
not include on-site device install charges.
H. CHANGE MANAGEMENT: MNS provides change management for the Customer network post implementation. Sprint
allows Customer initiated Network Change Requests (NCR) and Re -designs. Collectively, NCRs and Re -designs are
commonly referred to as MACs (Moves/Adds/Changes).
(1) Network Change Request:
(a) Used to make changes to an existing protocol or service.
(b) NCRs are classified as either Simple or Complex
(c) Simple changes are completed within 24 hours
(d) Some simple changes can be expedited in an emergency and completed within 2 hours, however Sprint is
not responsible for adverse impacts to the customer's network as emergency expedites forgo pre -
implementation reviews.
(e) Complex changes are completed within 72 hours
(f) Some complex changes can be expedited in an emergency and completed within 2 hours, however Sprint is
not responsible for adverse impacts to the customer's network as emergency expedites forgo pre -
implementation reviews.
(g) Sprint includes up to 120 Simple device changes per Customer Network, per calendar year at no charge, as
part of the MNS Complete Solutions offering.
(h) A single request may require a single device configuration change or require multiple device configuration
changes. Therefore a single NCR request may equate to multiple device changes.
(i) A monthly invoice will be generated foradditional simple NCRs above the included amount and for all requests.
0) Pricing for Simple NCRs are:
(k) $75 NRC/device
(1) Additional $75 NRC/device for emergency expedite
(m) Not all NCRs are eligible for emergency expedites.
AND PROPRIETARY IN
Paqe 2 of 6
No. BSG1809-0094
Date: November 5, 2018
(n) Pricing for Complex NCRs are:
(i) $200 NRC/device ('except if noted)
(ii) Additional $200 NRC/device for emergency expedite
Simple Network Change Requests S
Complex Network Change Requests C
S - Access List Changes
C - IDS Upgrades
S -Add/Delete/Modi Group
C -Mana edlPTele hon
S - Add/Delete/Modify Group Filter
C - NBVPN Class of Service Change
S - Customer Read -Only Telnet Access
C - NBVPN Entrust Account Change
S - DHCP
C - NBVPN NAT/Firewall Change
S - DNS and WINServer IP Addresses
C - NBVPN Offnet Tunnel Change
S - Dynamic Network Address Translation
C - NBVPN Remote Access Change
S - Firewall Rules MODIFYs (Contivity Firewall
C - NBVPN Routing Change
S - HSRP
C - OS Upgrades
S - LAN Interface Changes
C - Other
S - Manage Radius Users
(C) - Public IP Address and Default Gateway
Change
S - Manage SecurelD User
C - Redistribute Networks
S - Modify Client Failover
C - Route Add/Delete/Modify
S - Modify Routing Protocol
C - Tunnel Add/Delete/Modify
S - Network Timing Protocol
C — QOS Policy Changes - $100/device
S - Radius Server Customer Managed)
S - SNMPRead-Onl Access
5 - Static Network Address Translation
S - Static Routes
S - Telnet Access Password Reset
S - Static Routes
S - Telnet Access Password Reset
S - User IP Address Pool Change
'S' -VPN Banner Requests
S - WAN Interface Changes
(1) Re -design:
(a) A re -design is a major upgrade to a customer's network design beyond a Simple or Complex change.
(b) Re -designs are submitted to Managed Solutions by the account team on behalf of the Customer.
(c) Sample reasons for submitting a Re -design include: new protocol is being introduced, new devices or network
services are added, a new interface is being turned up, etc.
(d) Customer re -designs may require Re -design fees.
(e) Pricing for re -designs is $200/Hr for engineering fees
Card or Port Add/Change/Delete to Switch or
Router
Failover Tunnel Remote Access
PVC or DLCI Add/Change Q 1-10
VPN Half Tunnel Redesign
PVC or DLCI Add/Change (Qty 11-20
Tunnel Site -to -Site Add
PVC or DLCI Add/Change (Qty 21-30
Split Tunnel Add
PVC or DLCI Add/Change (Qty 31+)
Network Address Translation
Add/Change/Delete entire network
Add Dial Backup
Enable Router CoS/QoS
Enabling New Routing Protocol, Network -wide IP
Re -addressing
Managed Remote Authentication Add/Delete
(Managed RADIUS/SecurelD
Area Routin Chan es
Add Firewall FunctionalityInitialization
VLAN Initial Setu
Network -wide Software Upgrade
RY INFORMATION Rev 09/6/2016
3of6
No.BSG1809-0094
Date: November 5, 2018
Network Optimization
Enable/Disable Switch Traffic
Shaping/Policing/Rate Enforcement
MIPT Gatekeeper Initialization
IF Filter Add/Delete/Modify for Switch
MIPT SRST Initialization
SDLC/LL2 Change
All Other Changes
S rintlink Frame Relay Conversion
Enable/Disable Router/VPN Traffic Shaping
MPLS Conversion
Failover Tunnel Add/Change/Delete
3. The Agreement is amended in Attachment A ("WIRELINE SERVICES PRICING & POLICIES"), Section 3 ("CHARGES") by
adding a new Subsection 3.4 ("CPE — PURCHASE AND INSTALLATION (DATA AND INTERNETWORKING)") as follows:
3.4 CPE — PURCHASE AND INSTALLATION (DATA AND INTERNETWORKING)
A. Sprint CPE Products and Services include the purchase of devices and installation of customer premises equipment
("CPE"). No discounts or special prices, except as specified in this Agreement, apply to the CPE Products and Services.
(1) Customer's purchase of CPE is subject to Sprint's Equipment Sales Product Annex posted in the "Product -Specific
Terms' section of the Rates and Conditions Website.
B. The charges for purchase of the CPE are exclusive of any applicable sales, use, excise value-added tax (VAT), duties,
and like taxes which will be separately stated and included on each invoice.
C. Sprint will charge Customer shipping charge for each device shipped to a Domestic location during the Term. Additional
charges will apply for any Customer -expedited requests. Shipping charges are as follows: $30 for small and medium
sized routers, $65 for large sized routers, and 0.5% of the list price for all other equipment.
D. International Shipping charges are site specific and will appear on Customer's invoice.
E. Installment Billing.
(1) The Term of this Installment Billing agreement is 36 months.
(2) For CPE Installment Billing purchases, Sprint will charge Customer an MRC equal to the current Sprint list
purchase price less a discount of 10% for each Cisco device installed or in service during the Term divided by the
applicable number of months in the term. All amounts due under the agreement shall be payable without set off,
counterclaim or any other deduction whatsoever. The outstanding balance of the amount due for the CPE maybe
prepaid in whole or in part at any time after the effective date of this agreement.
(3) To qualify for Installment Billing, Customer must purchase any applicable IXC transport from Sprint. Discontinuing
Sprint as the IXC transport provider will result in remaining installment payments becoming immediately due.
Installment Billing is subject to a funding cap of the device list price. Exceeding this funding cap requires special
approval from Sprint.
(4) If Customer fails to timely pay any monetary obligation under this Agreement in accordance with the terms hereof,
all remaining amounts due and payable under this Agreement shall, at Sprint's option and in its sole and absolute
discretion, immediately become due and payable without demand and without notice to Customer. The monthly
recurring charges for Installment Billing are for CPE only and do not cover device installation, configuration,
management, or maintenance
F. Sprint will charge Customer a fixed non-recurring installation charge for each device installed during the Term in the
applicable amount from the table below. Installation includes physical connection of the device to the network and does
not include any initialization or configuration of the device at a logical level. Additional charges apply to locations outside
of the United States and vary by country.
Device Size Domestic Installation NRC International Installation NRC
per Device per Device
Small & Medium Devices 1 $500.00 1 $950.00
Large Devices ( $800.00 1 $2,100.00
4. All other terms and conditions in the Agreement, not amended above, will remain in effect. This First Amendment and any
information concerning its terms and conditions are Sprint's proprietary information and are governed by the Confidential
Information provision of the Agreement. Alterations to this First Amendment will not be valid unless accepted in writing by
a Sprint officer or authorized designee. To become effective, this First Amendment must be: (A) signed by an authorized
Customer representative; (B) delivered to Sprint and signed by a Sprint officer or authorized designee. The parties may
execute and deliver this First Amendment manually or electronically, in one or more counterparts, each of which will be an
original and all of which together will constitute one agreement.
AND PROPRIETARY IN
Pace 4 of 6
CITY OF NEWPORT BEACH a California municipal corporation
By:
Name:
on Lewis
Title:
Chief of Police
Date:
November ,&, 2018
Address:
Newport Beach Police Dept.
870 Santa Barbara Drive, Newport Beach, CA
92660
APPROVED AS TO FORM:
CITY ATTORNEY'S
, OFFICE
Date: 1116 Zoo
?at: Aaron C. Harp
City Attorney
ATTEST:/ Q
Date: s ,yJ,�
By: —
L ilani I. ro
City Clerk
No.BSG1809-0094
Date: November 5, 2018
SPRINT SOLUTIONS. INC., as contracting agent on behalf
of the applicable Sprint affiliated entities providing the
Products and Services.
By:
Name: Michaela Clairmonte
Title: Manager, Contract Negotiations
Date: I j /7L)ol
Address: 12502 Sunrise Valley Drive
Reston, VA 20196
d&CA
Sprint—Approved AB
as to Legal Form
11/6/2018
KAC - 5 Nov 2018
(fƒff
\
\\\{\
)
}
\
\
\
00000
0
CL
}
)2&
§E
0
C,
y£;
o
j
0
/
(
\
®
\
§
\
-
}
r
/
/
\
\
! d!\)
!m:\km
°
j�
))12/l
\.(
.:.:,:
/
�-�
k2
No.: BSG1806-0432
1
GOVERNMENT MASTER SERVICES AGREEMENT
t- Customer Name: CITY OF NEWPORT BEACH
V C/O/ NEWPORT BEACH POLICE DEPARTMENT
Address: 870 Santa Barbara Drive
Newport Beach, CA 92660
This Government Master Services Agreement is entered into between SPRINT SOLUTIONS, INC., as contracting agent on behalf of the
applicable Sprint affiliated entities providing the Products and Services ("Sprint") and CITY OF NEWPORT BEACH, a Califomia municipal
corporation and charter city, on behalf of its Police Department ("Customer"), and contains general provisions that apply to Customers
purchase and use of all Products and Services. "Agreement" refers to this Government Master Services Agreement and all attachments,
documents incorporated by reference, and related Order(s).
1. GENERAL,
1.1. Eligibility. The terms and conditions of this Agreement are customized for federal, state, and local government entities and
agencies. Sprint defines "government entities and agencies' as those entities that receive their primary funding support
through the allocation of appropriated public funds and are entitled to exercise sovereign rights and privileges.
1.2. Order of Precedence. Customer's solicitation for proposals and Sprint's response (if any) are incorporated into the Agreement
by this reference. If a conflict exists among provisions within the Agreement that form the Agreement, the following order of
precedence will apply: (a) this Agreement, including all relevant attachments; (b) posted or referenced terms; (c) Sprint's
response to Customer's request for proposal or similar solicitation (if any); and (d) Customers solicitation (if any). Furthermore,
specific terms will control over general provisions and negotiated, added, or attached terms, conditions or pricing will control
over standardized, posted or non -negotiated terms, conditions and pricing, to the extent permitted by law.
2. TERM. This Agreement begins on August 1, 2018 (the "Effective Date') and the terms and conditions set forth in this Agreement will
remain in effect for thirty-six (36) months from the date Customer signs this Agreement ("Term"). The terms and conditions set forth
in an attachment to this Agreement will remain in effect for as long as Sprint provides the applicable Products and Services described
in the attachment; provided that the pricing and discounts set forth in an attachment may be subject to an expiration date as stated in
the attachment.
3. ATTACHMENTS. The following attachments are incorporated into this Agreement:
Attachment A: Wireline Services Pricing & Policies
4. RATES AND CHARGES
4.1. Pricing. If Customer purchases a Product or Service that is not priced in this Agreement, Customers pricing will be based on
Sprint's then -current list price at the time of purchase. Unless expressly stated otherwise, the pricing terms in an attachment
may not be available if an indirect sales agent is involved in the transaction.
4.2. Rate Adjustments. Sprint may impose on Customer additional regulatory fees; administrative charges; and charges, fees or
surcharges for the costs Sprint incurs in complying with governmental programs. These fees, charges or surcharges may
include state and federal Carrier Universal Service Charges ("CUSC"), Compensation to Payphone Providers, Telephone
Relay Service, or Gross Receipts surcharges, and the amounts may vary. If the Federal Communications Commission ("FCC")
requires that Sprint contribute to the Universal Service Fund ("USF") based on Services that Sprint in good faith has treated
as exempt, Sprint will bill Customer the CUSC for such Services beginning on the date the FCC establishes such Services
became subject to USF contributions. Sprint shall advise Customer in writing of any such additional regulatory fees,
administrative charges, and charges, fees or surcharges and the amount thereof as soon as Sprint becomes aware of same.
If Sprint increases its administrative fees related to such charges and/or surcharges, such administrative fees will be
reasonable and competitive with similar fees charged by other comparable telecommunications service providers.
4.3. Taxes. Sprint's rates and charges for Products and Services do not include taxes, nor do the rates and charges contemplate
that taxes will be deducted or withheld by Customer from the payments Customer makes to Sprint. Customer will pay all taxes,
including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state or national taxes
or charges imposed on, or based upon, the provision, sale or use of Products or Services. Customer will not deduct any
withholding taxes (or taxes deducted at the source) from any invoiced amounts. Customer will pay Sprint as if no withholding
taxes were applied, and will additionally pay any withholding taxes to the relevant authorities in accordance with applicable
law. To the extent Customer deducts withholding taxes from any invoiced amount, Customer agrees to indemnify Sprint in the
amount of Customers deduction of such withholding taxes. Customer will not be responsible for payment of Sprint's direct
income taxes, employment taxes, and any other tax to the extent that Customer demonstrates a legitimate exemption under
applicable law. Additional information on the taxes, fees, charges, and surcharges collected by Sprint is posted on the Rates
and Conditions Website.
5. ORDERS, BILLING AND PAYMENT
5.1. Orders. Customer is responsible for all Orders issued under this Agreement, including Orders placed by Customer's Affiliates
that have not entered into an Affiliate Enrollment Agreement with Sprint. Sprint may accept an Order by (A) signing and
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 1 of 10
No.: BSG1806-0432
returning a copy of the Order to Customer; (B) delivering any of the Products or Services ordered; (C) informing Customer of
the commencement of performance; or (D) returning an acknowledgment of the Order to Customer. The terms and conditions
in any Customer -generated Order template will have no force or effect other than to denote quantity, the Products or Services
purchased or leased, delivery destinations, requested delivery dates and any other information required by this Agreement.
Customer may cancel an Order at any time before Sprint ships the Order or begins performance, but Customer will pay any
actual costs incurred by Sprint due to Customer's cancellation. Sprint may reject or cancel an Order for any reason. Sprint will
notify Customer of rejected or canceled Orders.
5.2. Billing. In general, for recurring Services, Sprint bills fixed Service charges in advance and usage -based charges in arrears.
Depending on the Product or Service ordered, Sprint may begin billing Customer on the date the Products or Services are
made available to Customer, or on the delivery date specified in the Order. If Sprint cannot make available a Product or
Service due to a Customer -caused delay, Sprint may bill Customer as of the delivery date specified in the Order or, if no date
is specified, any time 30 days or more after Sprint receives the Order. Unless otherwise agreed by the parties in writing,
Sprint will bill Customer electronically and will notify Customer via email when the bill is available for viewing.
5.3. Payment Terms. For the Products and Services acquired under this Agreement, Sprint will bill Customer, and Customer will
pay Sprint, in United States dollars (USD). Payment terms are net 30 days from the date of invoice receipt (the "Due Date").
Except as provided in the Disputed Charges section below, if Customer fails to pay all amounts due by the Due Date, then
Sprint reserves the right to charge a late fee (up to the maximum allowed by law). Customer may not offset credits owed to
Customer on one account against payments due on the same or another account. Sprint's acceptance of late or partial
payments is not a waiver of its right to collect the full amount due. Customer's payment obligations include late charges and
third party collection costs incurred by Sprint to collect past due amounts, including reasonable attorneys' fees. Customer
agrees to remit payments using cash, check, or electronic fund transfer. Customer must contact its assigned Sprint
representative to use an alternative form of payment.
5.4. Disputed Charges. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer
(A) pays all undisputed charges on or prior to the Due Date; and (B) within 30 days of the Due Date, provides Sprint with a
written explanation of Customer's reasons for disputing the charge. Customer must cooperate with Sprint to resolve promptly
any disputed charge. If Sprint determines, in good faith, that the disputed charge is valid, Sprint will notify Customer and,
within five business days of receiving notice, Customer must pay the charge or invoke the negotiation process outlined in the
Dispute Resolution section below. If Sprint determines, in good faith, that the disputed charge is invalid, Sprint will credit
Customer for the invalid charge.
5.5. Payment History. Sprint's provision of Products and Services is subject to Sprint's credit approval of Customer. If (A)
Customer is a sole proprietor, or (B) Customers signatory to this Agreement is an individual who owns directly or indirectly
more than 50% of the total voting securities or other similar voting rights of Customer ("Customer's Principal"), then Sprint
may obtain both Customers business credit report and personal consumer credit reports for Customer and Customer's
Principal, as applicable. Customer's Principal agrees that Sprint may provide information from his or her personal consumer
credit report to Customer. If Customers or Customer's Principal's financial circumstance or payment history is or becomes
reasonably unacceptable to Sprint, then Sprint may require adequate assurance of future payment as a condition of providing
Products and Services to Customer. Sprint may provide Customer's payment history or other billing/charge information to any
credit reporting agency or industry clearinghouse.
6. WARRANTIES. EXCEPT AS AND 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, AND WARRANTIES RELATED TO EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE.
7. EQUIPMENT AND SOFTWARE
7.1. Non -Sprint Equipment or Software. Customer is responsible for curing any impairment to Product or Service quality that is
caused by equipment or software not provided by Sprint. Customerwill continue to pay Sprint for Products and Services during
such impairment.
7.2. Software License. Customer is granted a non-exclusive and non -transferable license or sublicense to use software provided
with a Product or Service, in accordance with the applicable software licensing terms. No rights are granted to source code.
Customer cannot use any software on behalf of third parties or for time share or service bureau activities and cannot reverse
engineer, decompile, modify, or enhance any software. Sprint may block or terminate Customer's use of any software if
Customer fails to comply with applicable licensing terms.
8. USE OF PRODUCTS AND SERVICES
8.1. Acceptable Use Policy. If Customer uses Products or Services, Customer must conform to the acceptable use policy posted
at http://www.sprint.com/legal/agreement.html, as reasonably amended from time to time by Sprint. Customer will prevent
third parties from gaining unauthorized access to the Products and Services via Customers facilities.
8.2. Resale. Customer agrees that this is a retail purchase agreement for use only by Customer and its other Sprint -authorized
end users. Customer may not resell or lease Products and Services to any third party unless specifically set forth in an
attachment.
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 2 of 10
No.: BSG1806-0432
9. CONFIDENTIAL INFORMATION
9.1. Definitions. "Confidential Information' means nonpublic information (A) about the Discloser or the Discloser's business and
operations, (B) given to the Recipient in any tangible or intangible form for Recipient's use in connection with this Agreement or
discussions, negotiations or proposals related to any contemplated business relationships between the parties, and (C) that the
Recipient knows or reasonably should know is confidential because of its legends, markings, the circumstances of the disclosure
or the nature of the information. Confidential Information includes the pricing and terms of this Agreement. "Discloser" means the
party disclosing Confidential Information, and "Recipient" means the party receiving Confidential Information.
9.2. Nondisclosure. Neither party will disclose the other party's Confidential Information to any third party, except as expressly
permitted in this Agreement. This obligation will continue until two years after this Agreement terminates or expires. The
Recipient may disclose Confidential Information to its Affiliates, agents and consultants with a need to know, if they are not
competitors of the Discloser and are subject to a confidentiality agreement at least as protective of the Discloser's rights as
this provision. The parties will use Confidential Information only for the purpose of performing under this Agreement or for the
provision of other Sprint or Sprint Affiliate services. The foregoing restrictions on use and disclosure of Confidential Information
do not apply to information that: (A) is in the possession of the Recipient at the time of its disclosure and is not otherwise
subject to obligations of confidentiality; (B) is or becomes publicly known, through no wrongful act or omission of the Recipient;
(C) is received without restriction from a third party free to disclose it without obligation to the Discloser; (D) is developed
independently by the Recipient without reference to the Confidential Information; (E) is required to be disclosed by law,
regulation, or court or governmental order; or (F) is disclosed with the prior written consent of the other party.
9.3. Customer will consult with Sprint if Customer or any of its employees have any questions as to what comprises Sprint's
Confidential Information. Sprint's Confidential Information does not include information that: (i) was known to Customer or its
employees prior to Sprint's disclosure to Customer or its employees, or (ii) is at the time of disclosure or subsequently becomes
publicly available through no fault of Customer or its employees, or (iii) becomes or became known to Customer or its
employees from a source other than Sprint who obtained such information without a breach of an obligation of confidentiality
owed to Sprint, or (iv) is independently developed by Customer or its employees.
9.4. Customer may disclose Sprint Confidential Information in confidence (i) to its immediate legal and financial consultants; or (ii)
as required by an order from a court of competent jurisdiction. Sprint is aware that Customer is a public entity and subject to
the requirements of the California Public Records Act (California Government Code §6250 et seq.). If Customer receives a
request for Sprint's Confidential Information pursuant to the California Public Records Act, Customer shall promptly notify
Sprint of said request and, if Sprint wishes to withhold disclosure of Sprint's Confidential Information, Sprint shall defend any
action to withhold disclosure. Customer shall cooperate with Sprint consistent with the requirements of the California Public
Records Act. If disclosure is required under the California Public Records Act or otherwise by law (despite the request by
Sprint for confidentiality), the Customer shall not in any way be liable or responsible for the disclosure of any such records or
part thereof.
9.5. Injunction. The parties acknowledge that the Recipient's unauthorized disclosure or use of Confidential Information may
result in irreparable harm. If there is a breach or threatened breach of Recipient's nondisclosure obligation, the Discloser may
seek a temporary restraining order and injunction to protect its Confidential Information. This provision does not limit any other
remedies available to either party. The party who has breached or threatened to breach its nondisclosure obligations under
this Agreement will not raise the defense of an adequate remedy at law.
9.6. Customer Proprietary Network Information; Privacy. As Sprint provides Products and Services to Customer, Sprint
develops information about the quantity, technical configuration, type and destination of Products and Services Customer
uses, and other information found on Customer's bill ("Customer Proprietary Network Information" or "CPNI"). Under federal
law, Customer has a right, and Sprint has a duty, to protect the confidentiality of CPN I. Sprint's privacy policy, as amended
from time to time, includes information about Sprint's CPNI and other data practices and can be found at
www.sprint.com/legal/privacy.html.
9.7. Use of Name, Service Marks, Trademarks. Except as provided in the Section below, neither party will use the name, service
marks, trademarks, or carrier identification code of the other party or any of its Affiliates for any purpose without the other
party's prior written consent. Additionally, Customer agrees that, three months following the Effective Date, and anytime
thereafter, if Sprint requests, Customer and Sprint will discuss the possibility of a Customer representative providing a
reference for Sprint. Customer is not under obligation to provide such a reference.
9.8. FOIA. Sprint acknowledges that the Agreement and the Confidential Information may be subject to disclosure in whole or in
part under applicable Freedom of Information, Open Records, or Sunshine laws and regulations (collectively "FOIA").
Customer will provide Sprint with prompt notice of any FOIA requests or intended disclosures, citations to or copies of
applicable FOIA for review, and an appropriate opportunity to seek protection of Sprint Confidential Information.
10. LIMITATIONS OF LIABILITY. The parties are commercial entities and acknowledge that each has had the opportunity to seek advice
from counsel pertaining to this Agreement.
10.1. Damage Limitations. Each party's maximum liability for damages caused by its failures) to perform its obligations under this
Agreement is limited to: (A) proven direct damages for claims arising out of personal injury or death, or damage to real or
personal property, caused by the party's negligent or willful misconduct; and (B) proven direct damages for all other claims
arising out of this Agreement, not to exceed in the aggregate, in any 12 month period, an amount equal to Customers total
net payments for the affected Services purchased in the six months prior to the event giving rise to the claim. Customer's
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 3 of 10
No.: BSG1806-0432
payment obligations, liability for early termination charges, and the parties' indemnification obligations under this Agreement
are excluded from this provision.
10.2. Damage Waivers.
A. NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS (INCLUDING LOST REVENUE AND LOSS OF
BUSINESS OPPORTUNITY, AND REGARDLESS OF THE THEORY FOR RECOVERY), OR ANY CONSEQUENTIAL,
INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT,
WHETHER FORESEEABLE OR NOT.
B. Sprint is not liable (i) for unauthorized third party access to, oralteration, 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 Sprint network transmission facilities or Customer premise equipment; (ii) for the content of any
information transmitted, accessed or received by Customer through Sprint's provision of the Products and Services,
excluding content originating from Sprint; or (iii) if a commercially reasonable change in Products or Services causes
equipment or software not provided by Sprint to become obsolete, require alteration, or perform at lower levels.
11. INDEMNIFICATION
11.1. Personal Injury, Death or Damage to Personal Property. Sprint will indemnify and defend Customer, its directors, officers,
employees, agents and their successors against all claims for damages, losses, liabilities or expenses, including reasonable
attorneys' fees, brought against Customer by a third party (collectively, "Claims"), arising directly from Sprint's performance of
this Agreement and relating to personal injury, death, or damage to tangible personal property to the extent such Claims are
alleged to have resulted from the negligence or willful misconduct of the indemnifying party or its subcontractors, directors,
officers, employees or authorized agents.
11.2. Intellectual Property. Sprint will indemnify and defend Customer, Customer's directors, officers, employees, agents and their
successors against Claims enforceable in the United States alleging that Services as provided infringe any third party United
States patent or copyright or contain misappropriated third party trade secrets. Sprint's obligations under this section will not
apply to the extent that the infringement or violation is caused by (A) functional or other specifications that were provided or
requested by Customer, or (B) Customer's continued use of infringing Services after Sprint provides reasonable notice to
Customer of the infringement. For any Claim that Sprint receives, or to minimize the potential for a Claim, Sprint may, at its
option, either: (i) procure, at Sprint's expense, the right for Customer to continue using the Services; (ii) modify the Services
or replace the Services with comparable Services, each at Sprint's expense; or (iii) terminate the Services.
11.3. Rights of Indemnified Party. To be indemnified, Customer must (A) give Sprint prompt written notice of the claim, (B) give
Sprint full and complete authority, information and assistance for the claim's defense and settlement, and (C) not, by any act
including but not limited to any admission or acknowledgement, materially prejudice Sprint's ability to satisfactorily defend or
settle the claim. Sprint will retain the right, at its option, to settle or defend the claim, at its own expense and with its own
counsel. Customer will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel
and at its own expense, but Sprint will retain sole control of the claim's settlement or defense.
11.4. Exclusive Remedies. The provisions of this Indemnification section state the entire liability and obligations of Sprint and any
of its Affiliates or licensors, and the exclusive remedy of Customer, with respect to any claims identified in this section.
12. TERMINATION
12.1. Sprint Right to Suspend or Terminate
A. Suspension or Termination for Cause. Sprint may suspend or terminate Products or Services or this Agreement
immediately if: (i) Customer fails to cure a payment default within 15 days of receiving Sprint's written notice of
nonpayment; (ii) Customer fails to cure any other material breach of this Agreement within 30 days after receiving Sprint's
written notice; (iii) Customer provides false or deceptive information or engages in fraudulent or harassing activities when
ordering, using or paying for Products or Services; (iv) Customer fails to comply with applicable law or regulation and
Customer's noncompliance materially interferes with Sprint's performance under this Agreement or exposes Sprint to
legal liability; or (v) Customer fails to comply with the resell restrictions contained in this Agreement. If Customer disputes
the basis for Sprint's suspension or termination, Customer must invoke the negotiation process outlined in the Dispute
Resolution section below.
B. Technology Evolution
(1) In the normal course of technology evolution and enhancement, Sprint continually updates and upgrades its
networks, Products and Services. In some instances, these efforts will result in the need to ultimately replace or
discontinue certain offerings or technologies. In such event, Sprint will undertake such efforts in a customer -focused
and commercially reasonable manner. Accordingly and notwithstanding anything in this Agreement to the contrary,
Sprint reserves the right, in its sole discretion, after providing the notice set forth in subsection (2) below, to: (a)
migrate Customer to a replacement technology; or (b) discontinue any Product, Service, network standard, or
technology without either party being in breach of this Agreement or incurring early termination liability relating to
the discontinuance of the affected Product, Service, network standard, or technology.
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 4 of 10
No.: BSG1806-0432
(2) If Sprint takes any action set forth in subsection (1) above, Sprint will provide advance notice reasonably designed
to inform Customer (if affected) of such pending action. The form of Sprint's notice may include providing written
notice to any address (a) listed in this Agreement for Customer, (b) Sprint uses for billing, or (c) set forth in an Order.
Customer agrees that such notice is reasonable and sufficient notice of Sprint's pending action.
12.2. Customer Right to Terminate
A. Material Failure. If (i) Sprint materially fails to provide a Product or Service (unless Sprint is exercising its rights under
the Suspension or Termination for Cause section), (ii) Customer provides Sprint with written notice of the failure and a
reasonable opportunity to cure within 30 days from receipt of notice, (iii) Sprint fails to cure the material failure within
the 30 -day cure period, and (iv) Customer provides Sprint with written notice of Sprint's failure to cure and Customer's
election to terminate the affected Product or Service, then Customer may terminate such Product or Service without
early termination liability. Sprint's material failure does not include a failure caused by Customer or a Force Majeure
Event. If Sprint disputes the basis for Customer's termination, Sprint must invoke the negotiation process outlined in
the Dispute Resolution section below.
B. Termination for Convenience. Customer may terminate this Agreement at any time by providing 30 days' written
notice to Sprint.
C. Termination for Nonappropriation. Customer may terminate this Agreement at the end of the then -current fiscal
period, without incurring any form of payment liability in excess of previously appropriated amounts, only when
Customer is unable to secure or allocate sufficient funds in its operating budget to fulfill its financial obligations under
the Agreement for the following fiscal year ("Termination for Non -appropriation'). Following Termination for Non -
appropriation, Customer will not be obligated for payments for any fiscal period after the effective date of termination.
Customer will give Sprint written notice of any termination for non -appropriation at least 30 days before the effective
date of the termination. At Sprint's request, Customer will provide supplemental documentation regarding the non -
appropriation of funds. Customer must take all necessary action to budget and secure any funds required to fulfill its
contractual obligations for each fiscal year during the Term
12.3. Early Termination. If Sprint terminates a Product, Service, or this Agreement under the Suspension or Termination for Cause
section, or if Customer terminates a Product, Service or this Agreement under the Termination for Convenience section,
Customer will pay Sprint (A) for any Products and Services provided up to and including the date of termination, whether or
not billed by the termination date, as well as any applicable early termination fees, any applicable shortfall liabilities and other
applicable charges and fees, as set forth in this Agreement, and (B) a pro rata portion of any credits issued (excluding service
outage credits) or charges waived, based upon the number of months remaining in any applicable order term or minimum
service term at the time of termination.
13. FORCE MAJEURE. Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due
to acts, events or causes beyond the reasonable control of the responsible party (a "Force Majeure Event"). Force Majeure Events
include: natural disasters; wars, riots, and terrorist activities; cable cuts by third parties, a LEC's activities, and other actions or
inactions of third parties; fires; embargoes and labor disputes; and court orders and governmental decrees.
14. NOTICES. Notices required under this Agreement must be submitted in writing to any address listed in this Agreement for the other
party, or for notices to Customer, to the address Sprint uses for shipping or billing or as set forth in an Order. In the case of a dispute,
notices also must be sent to:
Attn: Legal Dept. — Public Sector
12502 Sunrise Valley Drive
NIS:VARESA0208
Reston, VA 20196
Attn: VP Legal Dept. — Sales & Distribution
Mailstop: KSOPHT0101-22525
6391 Sprint Parkway
Overland Park, KS 66251-2525
15. DISPUTE RESOLUTION
City of Newport Beach
C/O Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92660
15.1. Negotiations. In the event of a dispute arising from or relating to this Agreement, the disputing party will notify the other party
in writing. The parties will negotiate with each other in good faith and will use their best efforts to resolve the dispute within 15
days of the notice date. If the dispute is not resolved within this 15 day period, each party will escalate the dispute to higher
management (VP or equivalent). If the dispute is not resolved within 30 days after the escalation, either party is free to seek
relief as contemplated in this Agreement.
15.2. Waivers. The parties mutually, expressly, irrevocably and unconditionally waive trial by jury. Neither party will make any claim
under any consumer protection statute, or in any manner participate in any class action proceeding in a representative capacity
against the other party.
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 5 of 10
No.: BSG1806-0432
16. DEFINITIONS
16.1. "Affiliate" is a legal entity that directly or indirectly controls, is controlled by, or is under common control with the party. An
entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or
other similar voting rights.
16.2. "Effective Date" is the date the last party signs this Government Master Services Agreement.
16.3. "Order" means a written, electronic or verbal order, or purchase order, submitted or confirmed by Customer, which identifies
the quantity of specific Products and Services Customer is requesting.
16.4. "Product(s)" includes equipment, devices, software, hardware, cabling or other materials sold or leased to Customer under
this Agreement as a separate item from, or bundled with, a Service.
16.5. "Rates and Conditions Website" refers to the website located at http://www.sprint.com/business/support/ratesWelcome.html
16.6. "Service(s)" means all telecommunications, cloud, software, or other services sold or provided to Customer under this
Agreement, excluding Products.
17. Education Customers and Programs. Customers seeking funds through the Universal Service Schools and Libraries Funding
Mechanism ("E -Rate Program") or state or local corollaries to the E -Rate Program are subject to the "Schools and Libraries Funding
Programs Annex" posted on the Rates and Conditions Website.
18. MISCELLANEOUS. This Agreement, along with any special customer arrangement forms signed by both parties, constitutes the
entire agreement and understanding between the parties and supersedes all prior or contemporaneous negotiations or agreements,
whether oral or written, relating to its subject matter. This Agreement may only be amended or altered by a writing signed by both
parties' authorized representatives. If a conflict exists among provisions within this Agreement, specific terms will control over general
provisions, and negotiated, added or attached terms, conditions or pricing will control over standardized, posted or non -negotiated
terms, conditions and pricing, to the extent permitted by law. References to Uniform Resource Locators (URLs) in this Agreement
include any successor URLs designated by Sprint. The failure to exercise any right under this Agreement does not constitute a waiver
of the party's right to exercise that right or any other right in the future. Except for the indemnified parties referenced in the
Indemnification section, this Agreement's benefits do not extend to any third party. This Agreement does not create an employer-
employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties,
their agents, employees or Affiliates. Customer may not assign any rights or obligations under this Agreement or any Order without
Sprint's prior written consent, except that Customer may assign this Agreement, after 30 days' prior written notice, to an Affiliate or
an entity that has purchased all or substantially all of Customer's assets. Each party agrees that it will comply with all applicable laws
in performance of its obligations under this Agreement. This Agreement will be governed by the laws of the state of California, without
regard to its choice of law principles. The English version of this Agreement will prevail over any foreign language versions. The terms
and conditions of this Agreement regarding confidentiality, indemnification, limitations of liability, warranties, payment, dispute
resolution and all others that by their sense and context are intended to survive the expiration of this Agreement will survive.
19. AGREEMENT EXECUTION. To become effective, this Government Master Services Agreement must be: (A) signed by an authorized
Customer representative; (B) delivered to Sprint on or before 8/18/2018; and (C) signed by a Sprint officer or authorized designee.
The parties may execute and deliver this Government Master Services Agreement manually or electronically, in one or more
counterparts, each of which will be an original and all of which together will constitute one agreement.
[SIGNATURES ON FOLLOWING PAGE]
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 6 of 10
CITY OF NEWPORT BEACH, a California
municipal corpgFa on
Date: () • -/
By: f4e
J ewis
lef
of Police
Address: Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92660
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:STUL� -2n, 20(e
me -
ATTEST:
Date: 2 d'
1A.rown
CiTy Clerk
.,
No.: BSG1805-0157
SPRINT SOLUTIONS, INC., as contracting
agent on behalf of the applicable Sprint affiliated
entities providin the Products and Services
Date: �st 5
By:
Ahae OCIairmo
Manager, Contract Negotiations
Address: 12502 Sunrise Valley Drive
Reston, VA 20196
Approved by
Public Sector Legal
as to legal form
k/+c
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 7 of 10
No.: BSG1806-0432
ATTACHMENT A - WIRELINE SERVICES PRICING & POLICIES
TERM. The pricing and discounts set forth in this Attachment will expire on the last day of Customer's last billing cycle ending 36
months from the date Customer signs the Agreement ("Pricing Term'). Following the expiration of the Pricing Term, Sprintwill continue
to provide wireline Products and Services to Customer under the pricing and discounts set forth in this Attachment, or, with advance
notice to Customer, at Schedule, Tariff or public price list rates, until either party provides 30 days' advance written notice to terminate
wireline Services. If a wireline Product or Service is subject to an Order Term as of the expiration of the Pricing Term, that Product
or Service will continue to receive the pricing and discounts set forth in the applicable Order until the earlier of the expiration of the
applicable Order Term or the termination of the wireline Product or Service.
2. MINIMUM SERVICE COMMITMENT.
2.1. Minimum Service Commitment Defined. Minimum Service Commitment ("MSC") is the amount of Services that Customer
commits to purchase during a specified time period. For purposes of this Attachment, Customer's MSC is in the form of a
Minimum Annual Commitment ("MAC"). During each billing month or Contract Year (defined as the 12 month billing period
commencing on the Effective Date and each successive 12 month billing period) of the Pricing Term, Customer's MAC is
$12.300.00. Amounts paid to satisfy early termination and shortfall liabilities will contribute to the MSC. Non -usage charges,
such as taxes, interest, and surcharges, do not contribute to the MSC.
2.2. MSC Contributory Services. All Services in this Attachment that are billed to Customer by Sprint contribute to Customer's
MSC ("MSC Contributory Services'). Usage charges for MSC Contributory Services are calculated after all available discounts
and credits have been applied.
2.3. MSC Shortfall Liability, If Customer fails to meet its MSC, Customer will pay Sprint, in addition to other applicable charges
for Products and Services provided, the difference between the MSC and Customer's actual usage charges for MSC
Contributory Services for each period in which Customer does not achieve the MSC. Customer is not liable for shortfall liability
that is directly caused by Sprint's material failure.
2.4. MSC Termination Liability. If Sprint terminates this Attachment or the Agreement due to Customer's material breach, or
Customer terminates this Attachment or the Agreement without cause, or ceases to use Products or Services to a material
extent (unless due to Sprint's material breach), Customer will pay Sprint, in addition to all other applicable charges, the MSC
divided by the number of months in the Pricing Term multiplied by the number of months remaining in the Pricing Term. If
Customer terminates Products or Services, unless due to Sprint's material breach, the Order Termination liabilities set forth
below will apply to the extent such liabilities exceed the MSC termination liability.
3. CHARGES
3.1. SPRINT DEDICATED INTERNET ACCESS
A. Sprint Dedicated Internet Access is always -on connectivity to the global Internet provided via dedicated ports connected
to Sprint's native IP backbone ("SprintLink"). Customer must comply with the Sprint Dedicated Internet Access Product
Annex posted in the "Product -specific Terms" section of the Rates and Conditions Website. Both dedicated local access
and Customer Premise Equipment ("CPE") are required for Sprint Dedicated Internet Access. Unless specifically stated
otherwise in this Sprint Dedicated Internet Access pricing section, dedicated local access and CPE are not included in
any of the rates in this section, and if Customer elects to purchase these components from Sprint, the pricing for these
components will be stated in a separate section of this Agreement or in a separate agreement with Sprint. The term "Net"
as used in this pricing section means that the associated charge is after any applicable discounts have been applied, but
before taxes, surcharges, and other charges otherwise outlined in the Agreement have been applied.
B. Transit IP connectivity allows Customer to send and receive IP traffic from sites connected directly to Sprint's Internet
network and sites that are connected to Sprint's peers. Non -Transit IP connectivity allows Customer to send and receive
IP traffic only from sites connected directly to Sprint's Internet network. Customer will not be able to directly send or
directly receive IP traffic from sites connected to other ISPs through its Non -Transit connection with Sprint.
C. Sprint provides Ethernet Port Services only at selected locations for Co -Location or Customer Provided Access.
Customers shall arrange and are responsible for all costs related to transport from customer premises to Sprint Ethernet
Location(s). For Sprint Provided Ethernet Access, Sprint provides Ethernet Port/Access Bundles, where available. Sprint
Provided Ethernet offers two types of access bundles; Dedicated and Shared. Shared Service is provided via shared
Ethernet Virtual Private Line (EVPL) access based on a local access "switched" network to a shared network interface to
the IP network while Dedicated Service is provided via Ethernet Private Line (EPL) access based on a local access
network to a dedicated network interface to the IP network.
D. Sprint Dedicated Internet Access Fixed Rate. Sprint will charge Customer a fixed Net MRC and fixed Net NRC in the
applicable amounts from the table below for each Domestic Sprint Dedicated Internet Access Port with an individual Order
Term of 3 years or longer, installed or in service during the Term.
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 8 of 10
No.: BSG1806-0432
Dedicated Internet Access Port Speed(s)
Domestic
NETMRC
List NRC
Net NRC
5M Fract 10M E
$176.19
$6,000.00
Term
(1) A value of $0.00 in the Net NRC column of the above table indicates that the NRC was "waived".
3.2. ACCESS
A. Generally. Unless otherwise specifically stated in this Attachment or in a Special Customer Arrangement Form (SCA
Form), Customer will receive the prices indicated in this Section for Sprint -provided access lines. Customer will
execute and provide to Sprint such other documents as are necessary for Sprint to perform its obligations under the
Agreement which may include the SCA Form.
B. Special Access Surcharge Application for Exemption
(1) Customer certifies that the circuit(s) herein are not interconnected to any other circuits interconnected with the
local exchange or to the local exchange through a Private Branch Exchange (PBX) or other device actually
capable of switching traffic to or from the local exchange. Therefore, these circuit(s) are exempted from the
Special Access Surcharge.
(2) Customer warrants the accuracy of this special access surcharge application for exemption and Customer will
indemnify and defend Sprint against any claims for damages, losses, liabilities or expenses, including
reasonable attorneys' fees, brought against Sprint arising from Sprint submitting this application for exemption.
C. Other Access Locations. Customer acknowledges that access for locations not priced below will be subject to the
(1) promotional or Tariff access rates in effect for the specific location, vendor and type of access at the time Customer
places the Order, and (2) same Order Term as the transport Service being ordered with the access line.
D. Access: Fixed Per Address (All Products, All Bandwidths, Ethernet & TDM). Sprint will charge Customer a fixed
MRC as set forth in the table below for each Sprint -provided local access line listed below that is installed or in service
during the Term of this Attachment. Each local access line listed below will be subject to the stated Order Term and
will not be eligible forany discounts that may be provided in the Schedules. All other configurations require the parties
to enter into a Special Customer Arrangement.
Access
Order
Address
I
Vendor
I
Net
Dedicated/Aggregated
Bandwidth
Term
I MRC
(Ethernet Only)
5M
3 Years
870 Santa Barbara Dr,
AT&T —
$251.00
Aggregated
Newport Beach, CA, 92660,
LEC
US
(1) Customer will keep in service each Sprint -provided local access line for the duration of the applicable Order
Term, If Customer disconnects a Sprint -provided local access line before the end of its applicable Order Term,
Customer will pay Sprint the applicable Order Term termination liability described in this Agreement, or if none,
then an amount equal to the MRC for that local access line, multiplied by the number of months remaining in the
Order Term.
4. ADDITIONAL PROVISIONS
4.1. Additional Terms and Conditions. Customer's use of wireline Products and Services is also governed by the Wireline
Services Product Annex posted in the "Product -specific Terms' section of the Rates and Conditions Website, and the
applicable Schedules and Tariffs, as each is posted at the https://www.spdnt.com/business/supporUratesWelcome.html.
Capitalized terms not otherwise defined in this Attachment will have the meaning assigned to such terms in the Wireline
Services Product Annex or the Agreement.
4.2. Rates and Charges. This Attachment's rates, charges and discounts are in lieu of any promotions or discounts that are
available under the Schedules or Tariffs. Rates, charges and discounts for call types, Service elements, features, and Services
not in this Attachment are in the applicable Schedule, Tariff or public price list. If pricing in this Attachment is stated only as a
percentage discount off of a Schedule or Tariff rate or list price, the percentage discount is fixed for the Term, but Sprint may
modify the underlying rate or list price to which the percentage discount is applied. Sprint may impose on Customer additional
charges or surcharges (A) for terminating a call to other wireless carriers, such as international mobile termination charges,
and (B) to recover increased access costs imposed on Sprint as a result of Customer's specific traffic patterns, network
configuration or routing protocol. The amount of the charges and surcharges imposed may vary.
4.3. Credits and Discounts. Customer must be in compliance with all material terms and conditions of the Agreement to be
eligible for any credits or discounts under this Attachment.
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 9 of 10
No.: BSG1806-0432
4.4. Early Order Term Termination Liability. Certain wireline Products and Services may be priced based on a minimum Order
Term, which may be identified as an "Order Term," or similar language. Product or Service terminations before the end of the
applicable Order Term, including due to the expiration or termination of this Attachment (unless the termination is due to
Sprint's material failure), will be subject to the following early termination charges, which represent Sprint's reasonable
liquidated damages and not a penalty:
A. Access Orders. A lump sum equal to (1) the applicable monthly charges for all bandwidth levels of Ethernet access and
TDM dedicated access, multiplied by the number of months remaining in the Order Term, plus (2) a pro rata amount of
any waived installation charges, based on the number of months remaining in the applicable minimum Order Term;
B. General Liability. A lump sum equal to (1) the applicable monthly charges for the Service multiplied by the number of
months remaining in the first year of the Order Term, plus (2) 50% of the applicable monthly charges multiplied by the
number of months remaining in the Order Term after the first year, plus (c) a pro rata amount of any waived installation
charges, based on the number of months remaining in the applicable Order Term; and
C. Third Party Liability. Any liabilities imposed on Sprint by third parties, such as a LEC (Local Exchange Carrier) , as a
result of Customer's early termination.
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Page 10 of 10
'N NV)
Sprint
August 17, 2018
Jonathan Stafford
City of Newport Beach
870 Santa Barbara Drive
Newport Beach, CA 92660
RE: Sprint Master Services Agreement for Newport Beach Police Department
Dear Mr. Stafford:
Please find enclosed the two signed originals of the Sprint Master Services Agreement
#BSG1806-0432 for the City of Newport Beach, Newport Beach Police Department. Please
have Sprint Agreement signed by the City Clerk and return one fully executed original to my
attention at the address noted below.
Sprint
Attn: Michaela Clairmonte
12502 Sunrise Valley Drive
Mailstop: VARESA0208-2D351
Reston, VA 20196
Should you have any questions or concerns regarding this matter, please do not hesitate to
contact me at 703-433-8581.
Michaela Clairmonte, CPCM
Manager, Contracts Negotiations
Sprint