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HomeMy WebLinkAboutAT&T Enterprises, LLC - NPPGOV Participation AgreementAT&T City of Yakima NPPGOV PARTICIPATION AGREEMENT NPPGOV PARTICIPATION AGREEMENT COVER PAGE SELLER: AT&T Enterprises, LLC. CONTRACT NUMBER: PS20255 AT&T MasterAGID: 9145742 NPPGov Member ID Number: PS20255 Location ID: 93170260085 AT&T Agreement ID:87670967 509-576-6678 Customer Legal Name ("Participating Agency" or "Customer") D/B/A Main Telephone Number 129 N 2nd Street Yakima WA 98901 Street Address City Christina Payer Christina.Payer@yakimawa.gov State Zip Code 509-576-6678 Primary Contact Name and Email Address Primary Contact Telephone Number Agreement. This ParticipationAgreement between Partiapating Agency, on behalf ofitsef and AT&T Enterprises, LLC. (AT&T" a"Seller"), on behalf of itself and is service providing Affiliates, consists of (a) this Participation Agreement Cover Page, (b) the attached Paridpaticn Agreement Standard Terns, (c) applicable Pricing Schedule(s) attached as sub -Exhibits In Exhibit A to the Master Price Agreement(Section4-Table 4), (d) applicable terms and condtiens pcsted or incorporated by reference on the AT&T NPPGov Program Website and the relevant Sales Information and (e) all AT&T materials incorporated by reference in the foregoing, including applicable Attadxmentsfoundatthe Service Publication identified in the selected Pricing Schedules and the Sales Information including, without limitation those documents referenced in §§3(ii) and (iii) (collectively, the 'Participation Agreement"). In the event of a conflict or inconsstency between the terms of the Participation Agreement and the terms contained in the Pricing Schedule, the terms of the Pricing Schedule in Section 4- Table 4 shall prevail. By signing below, the parties agree to b e bound by th eterms an d conditions of t he Participation Agreement, effective as of the last date written below (the "Participation Agreement Effective Date"). Customer (by its au + represen . By: Name: Title: Date: City of Yakima NPP PA Jw8001 061024 SR 388608 rrTy CONTRACT NO: /"- t4 -.1 ( ( :OLUTION NO: N. /A AT&T and Customer Confidential Information AT&T Enterprises, LLC. (by its authorized representative) Jack By: Name: Wilderrnuth Digitally signed by Jack Wildermuth Date. 2924.06,1 Z t5:13:03 -07'Q0' Title: Senior Contract Manager Date: nppgov_participalion_agreement NPPGOV PARTICIPATION AGREEMENT 1. Address forNotices. All notices, requests, demands and othercommunications to Participating Agencyrequired or permitted underthis ParticipationAgreementshall be provided to the address set forth below: Name Address Telephone Number Fax Number Attention Federal fax ID 2. Recitals. City of Yakima 129 N 2nd Street Yakima 98901 509-576-6678 Christina Payer 1-60001293 2.1 AT&T and League of Oregon Cities ("LOC") entered into that certain Master Price Agreement dated November 18, 2015, as amended (the "Master Price Agreement') (at times, the Master Price Agreement and the Participation Agreement are referred to colactkely as the "Agreement'). 2.2 Participating Agency is a governmentalagency and a "Participating Agency' as defined under the Agreement that wants boobtain Service from AT&T in connection with the Master Price Agreement. 3. Agreement. In conside a n of the redtals set forth in §2 above, which are hereby re -stated and agr by the parties, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, AT&T aid Participating Agen cy hereby ag ree to the terms and oonditions of (i) the Master Price Agreement; (ii) the Pricing SchediIe(s) attahed as sub -Exhibits to Exhibit A to the Master Price Agreement that Partidpating Agency has selected in §4—Pridng Sdiedubsimmediately below, which such selected Pridng Schedules are incorporated herein by this reference, (iii) applicable terms and conditions posted or incorporated by reference on the AT&T NPPGov Program Webste and the relevant Sales Information for such selected Services that Participating Agency has selected, which such terms and conditions are incorporated herein by this reference, and (iv) the AT&T/Partidpating Agency Product and Service Agreement Terms attached as Exhibit C to the Master Price Agreement and incorporated herein by this reference (Exhibit C, at times, referred to herein as the "Product and Service Agreement Terms'). Access tothe Master Price Agreement including Exhibit A and Exhibit C is available at www.NPP born. Unless otherwise defined, capitalized terms in this Participation Agreement have the meanings ascribed 10 them in the Agreement or an attachment thereto, asapplicable. City of Yakima NPP PA Jw8001 061024 SR 388608 AT&T and Customer Confidential' Information nppgov_participation_agreement AT&T NPPGOV PARTICIPATION AGREEMENT 4. Pricing Schedules. Please Check SelePricing Schedule TABLE4 PRICING SCHEDULES Pricing Schedule Sub -Exhibit A-1: tobtiity Ser Customer Initials 5. Adoption of Agreement. Participating Agency acknowledges and agrees that it is participating pursuant to the Agreement and that LOC and AT&T may modify the Agreement at any time. Participating Agency acknowledges and agreesthat it has no right whatsoever to modify the Agreement induding, without limitation, the Pricing Schedule(s) thereto. 6. Service. AT&T agrees toprovide Service to Participating Agency and as applicable monthly reoccurring rates for all voice services including FirstNet Rapid Response and Push to Talk Service pursuant to the terms and conditions of the Agreement By signing this Participation Agreement, Participating Agency acknowledges and agrees that it is liable for all charges incurred hereunder by Partidpating Agency. 7. Purchased Equipment Payment Options. AT&T offers installment payment options for certain Purchased Equipment that require its customers bexecute a corresponding Installment payment agreement. In the event Participating Agency opts b use one of these installment payment options, then: (a) Participating Agency wit be required to execute such an installment payment agreement, and (b) Participating Agency represents, warrants, and covenants that(? tspartidpation in the installment payment option doesnot and will not violate any applicable procurement rules in effect as of the effective date(s) of the purchase(s) of Purchased Equipment in connection with any installment payment option; (ii) is participation in the instalment payment option does not and will not disqualify AT&T from, or otherwise impair AT&T's participation in, any future procurements with the Participating Agency, and (iii) Participating Agency hasfully appropriated fundsb pay the total amount charged over the complete term of the installment payment agreement. 8. Representations and Warranties, Participating Agency hereby represents and warrants that (i) it is a memberin goodstandngof NPPGovand will provide AT&T wih verification of such membership upon reasonable request, and/or (ii) it is a governmental agency and will provide AT&T with verificatonof such status upon reasonable request. Partidpating Agency whereby represents and warrants that it is not a non-profit entity as that term is defined by United States Tax Code, provided however, that Volunteer Fire Departments organized and established pursuantto all applicable stale and local laws and regulatiensand wih all applicable orders issued by courts or other governmental bodies of competentjurisdiction are eligible to receive Products and Services under this Participation Agreement and shall be treated as Participating Agencies for all purposes herein. 9. Term. The term of this Participation Agreement will run concurrently with the termof the Pricing Schedi,tes identified in Section 4 above. In the event the Master Price Agreement is terminated prior bthe expiration of the Pricing Schedules, the term of each Pricing Schedule shall continue through the term identified in that Pricing Schedule. Any Services identified on the AT&T NPPGov Program Website which, by their terms, are bexist for a specific period of time,wili survive any termination or expiration of this Participation Agreement 10. Reserved. City of Yakima NPP PA Jw8001 061024 SR 388608 AT&T andCustomer Confidential , Information 3 p ov_partici patio n_agree ment NPPGOV PARTICIPATION AGREEMENT 11. Default and Termination of Participation Agreement. 11.1 Participating Agency Default; Termination by AT&T. Participating Agency agrees that it will be an event of default hereunder t. Participating Agency is no longer a Participating Agency under the Agreement or otherwise fails to perform or comply with any term or condition of the Agreement. 12. Liability. See Product and Service Agreement Terms. 13. Infringement. See Product and Service Agreement Terms. 14. Financial Responsibility. Participating Agency must pay for all charges incurred under the Participation Agreement. 15. Invoicing Options. See the Pricing Schedule and the Product and Service Agreement Terms. 16. Term inationlCancellation Fee. See the Pricing Schedule and the Product and Service Agreement Terms. 17. Good Faith Cooperation. MI respect to all marketing responsibilities set forth herein, Participating Agency and AT&T agree b cooperate in good faith bassist AT&T in achieving its Service marketing goals, including but not limited bmaking Participating Agency's employees aware of the available discounts offered under this Participation Agreement. 18. Resale and Other Prohibited Uses. Participating Agency is not permitted brew( reproduce, retransmit, or disseminate Service or any other program components bthid parties whether directly or indirectly including, without limitation, through machine to machine transmissions. 19. C o nsent to Discbsure. Participating Agency consents to the disdosure by AT&T b LOC of information regarding Participating Agency's involvement and Services under this Participation Agreement, the amountof revenue received by AT&T as a result of Participating Agency's participation under theAgreement, and such similar information arising in connection with the Agreement. City of Yakima NPP PA Jw8001 061024 SR 388608 AT&T and Customer Confidential Information nppgov_partici patio n_agree men t NPPGOV PARTICIPATION AGREEMENT 20„ Custom Offers, Provided Partidgating Agency remains in full compliance with the terms and conditions of the Participation Agreement and sub° to allcorresponding resaictions set forth in this §20 including all sub -sections and Table 20, AT&T will provide Participating Agency and its eligible CRUs the custom mobility plan offer described in Table 20 herein (the 'Custom Plan Offer', and any dollar amount of ssories and equipment specific to the Custom Plan Offer and the Siyata SD7, For the Custom Plan Offer, the corresponding CRU must be eligible to a ° e Ser '04 on the tmderlying, non - customized version of the Platt or offec The Custom Plan Offer is not available to IRUs„ in - ***Mance with the Agreement, the Custom Plan Offer is subject to its =responding Sales irformation, which is incorporated herein by reference. FirstNet Rapid Response Standard PTT for Feature Phones Table 20 Cast= Plan • -r List Price Effective Price $29.00 Sales Information See Sales Information found at: httpsliwwwwirelessatt corn/husine commitment period) contracts/she- adetSservice-and-eouipmeneterrns„g $16.99 (out of device commitment period or customer owned device $24.99 (within device City of Yakima NPP PA dvv8001 061024 SR 388608 AT&T and Customer Confidential Information 5 nppgov_partici pito n_agree m en t Su! - 4i 19,4- 1-1: IM boom 1-1� s (-vi C4 DocuSign Envelope ID: 83622703-12BD-4D0B-84F3-52AB20F119C7 AT&T AT&T Mobility Pricing Schedule AT&T Master Agreement No. Location Account ID: Customer ("Customer") AT&T ("AT&T") League of Oregon Cities 1201 Court St NE Suite 200 Salem, OR 97301 , AT&T Corp. Customer Contact(for Notices) (for Notices) Account. AT&T Contact Name: Mike Cully Rep: Susan Margheim Title: Executive Director Title: Lead Development Manager Telephone: 503-588-6550 Telephone: 972-816-6562 Email: ss3725@att.com m E-mail: mcully@orcities.org Street Address: 208 S.Akard St. Address for notices, if different from above City: Dallas State: TX Zip Code: 75202 Street Address With a copy to: City AT&T Corp. State Zip Code One AT&T Way, Bedminster, NJ 07921-0752 Attn: Master USA Agreement Support Team Customer Account Number or Master Account Number: E-mail: masttattcom AT&T Solution Provider or Representative Information (if applicable) 0 Name: Company Name: Agent Street Address: City: State: Zip Code: Country: Telephone: Fax: Email: Agent Code This Pricing Schedule is part of the Master Price Agreement ("Agreement") between AT&T and Customer referenced above, in the event of a conflict or inconsistency between the terms of this Agreement and the terms contained (i) in the 'Optional Products, Services, Equipment and Programs" section of the Service Guide and associated Sales Information for an Optional Program selected by Customer or a CRU (collectively, the Optional Program Terms) or (ii) in the Sales Information for any Service not provided under a Business Plan selected by Customer or a CRU , the Optional Program Terms and the Sales Information will prevail but only with respect to such Optional Program or other Service, as applicable. Services under this Pricing Schedule will become available to Participating Agencies upon execution of a Participation Agreement, in the form of Exhibit B to the Agreement, and in which the Participating Agency affirmatively selects this Pricing Schedule. As used in this Pricing Schedule, "Customer' shall include Participating Agencies when the reference is used in connection with the receiving of services under this Pricing Schedule as opposed to the administration of this Pricing Schedule by AT&T and Public Procurement Authority. Customer (by its authorized represe By: -tom— 7 c�— Name: Mike cu11y Title: Executive Di rector Date: 6/15/2020 AT&T (by its authorized r, By: en e Name: Jack Wildermuth Title: Senior Contract Manager Date: 6/15/2020 * Jw8001 061120 1-D8YB94S AT&T and Customer Confidential Information Page 1 of 4 UA — acda_ps_45_mac_2yr_03-11-20 v13-A - sa DocuSign Envelope ID: 83622703-12BD-4D0B-84F3-52AB20F119C7 1. SERVICES AND SERVICE PUBLICATIONS 1.1. Services and Service Publications Services AT&T Mobile Services • Business Plans identified in Service Guide • All other AT&T Mobile Services Equipment, Optional Programs and Supplemental Services * Incorporated by reference into this Pricing Schedule 1.2. Service Publication Locations AT&T Mobility Pricing Schedule Service Publications* AT&T Mobile Services Service Guide ("Service Guide") and Terms of Service Service Guide and Sales Information Service Guide and Sales information Service Publications Service Publication Locations URL Service Guide Terms of Service Sales Information 2. ACCEPTABLE USE POLICY 3. PRICIN Enterprise Customers: Additional Service and Equipment Related Terms • Terms of Service +► Product -specific product briefs, rate brochures, service guides, ordering documents or acknowledgments, or other marketing materials provided to Customer. SCHEDULE TERM AND EFFECTIVE DATES Pricing Schedule Term Pricing Schedule Term Start Date http://servicequidenew.att.com/sq flashPlayerPage/MS, www.att.com/abs-addtl-terms Available upon request and/or at www.atIcom/ab -addtl- terms, at www.wireless.atLcom/businesscenter, or at such other site determined by AT&T 2 years Effective Date of this Pricing Schedule Participating Agencies can select services under the Pricing Schedule at any time during the Pricing Schedule Term by executing a Participation Agreement in the form of Exhibit B to the Agreement in which the Participating Agency affirmatively selects this Pricing Schedule (or utilizing a State specific Participation Agreement in the form of Exhibit B-1) 4. DISCOUNTS 4.1. Service Discounts Service Discount. Subject to the restrictions set forth in this Section, AT&T will provide Customer with the following Service Discount: Twenty Five percent (25%) for CRUs; Seventeen percent (17%) for Employee IRUs. AT&T may restrict certain Plans or certain other discount programs from qualifying for the Service Discount. AT&T will advise Customer when such restrictions apply. AT&T will only apply the Service Discount to the Monthly Service Charge of eligible Plans. It may take several billing cycles for the Service Discount to be applied. Applicable only to the Monthly Service Charge of Voice Service and Wireless Data Service Plans identified as discount eligible in the Service Publication. Service Discount for CRUs 25% Service Discount for IRUs 17% 4.2. Equipment Discount Applicable only with Service activation to Equipment and pricing identified as discount eligible in the Service Guide. The Equipment Discount will only apply to eligible upgrade purchases as defined in Section 9.28 below and may not be combined with any other offer. Accessories discount is available to CRU eligible entities only. This discount is not available to IRU entities. Not all accessories are eligible for the discount. Mobility Devices may be found at the following URL https:I/www.wireless.att.com/businesscenterllegal-contracts/cda.jsp Jw8001 061120 1-D8YB94S AT&T and Customer Confidential Information Page 2 of 4 UA — acda_ps_45_mac_2yr_03-11-20 v13-A - a DocuSign Envelope ID: 83622703-12BD-4D0B-84F3-52AB20F119C7 AT&T Mobility Pricing Schedule Subject to the restrictions set forth in this §4.2, AT&T will provide Customer with an Equipment Discount on select Equipment found at the "Equipment" page of the Program Website, as may be modified by AT&T from time to time. AT&T will apply the Equipment Discount only to the prices set forth on the above -referenced Program Website page. AT&T will only provide Equipment with Service activated. The Equipment Discount only applies with new activations or eligible upgrades and may not be combined with any other equipment offer. Title to and risk of loss of Equipment pass to Customer upon delivery of the Equipment to the address specified in the order. Discount (CRU Only) 50% off National Contract Reference Price where Eligible 4.3 Accessory Discount Accessories Discount Subject to the restrictions set forth in this §4.3, AT&T will provide Customer with a thirty (30%) discount on select Accessories purchased by Customer andlor its CRUs through Customer's Premier website (the "Accessory Discount"). The discount off accessories is not available to Customer for orders placed through any other method. For purposes of this Agreement, the term "Accessories" means supplementary parts (e.g.,, batteries, chargers, cases and ear buds) for use with Equipment found at the "Equipment" page of the Program Website from time to time. Accessory selection is subject to availability limitations. The Accessory Discount will not apply to Accessories purchased for use with data -centric Equipment such as modems, replacement SIM cards and car kits or to Apple -branded Accessories, and the Accessory Discount may not be combined with any other promotional pricing or offer. 5. SERVICE WITHDRAWAL No lc ion Required for AT&T to withdraw from market and terminate a Servlee or Service Component 30 days Optional Programs All other Services None 6. ADDITIONAL SURCHARGES AND RECOVERY FEES. In addition to applicable monthly charges, taxes, shipping charges and other charges described in the Agreement, AT&T may assess, and Customer WHl pay, various monthly surcharges and recovery fees described in the Agreement, including without limitation, a Regulatory Cost Recovery Charge of up to $1.25 to help defray AT&T's costs incurred in complying with obligations and charges imposed by state and federal telecom regulation. These surcharges and recovery fees are not taxes or govemment-required charges. Customer and its CRUs should visit att.comiadditional charges to view estimates of such discretionary charges for a CRU's locale 7. CANCELLATION FEE In the event AT&T and Customer elects to purchase Equipment with a service commitment, the service commitment begins either on the date (a) the Equipment is activated with a new CRU line of Service or (b) an existing CRU line under the Agreement is upgraded to new Equipment; Cancellation Fees otherwise known as Early Termination Fees are not applicable for the term of the Agreement. 8. ADDITIONAL SURCHARGES AND RECOVERY FEES In addition to applicable monthly charges, taxes, shipping charges and other charges described in the Agreement, AT&T may assess, and Customer will pay, various monthly surcharges and recovery fees described in the Agreement, including without limitation, a Regulatory Cost Recovery Charge to help defray AT&T's costs incurred in complying with obligations and charges imposed by state and federal telecom regulation. These surcharges and recovery fees are not taxes or government -required charges. See www.attcomlmobilityfees for more detail on the applicable discretionary charges. 9. ADDITIONAL TERMS AND CONDITIONS 9.1. CRUs and IRUs CRUs and IRUs must be Employees of Customer and must qualify for chosen Services. Customer is responsible for CRUs' use of the Services. Each IRU, not Customer, is responsible for the IRU's use of Services. Each IRU must enter into a separate wireless service agreement with AT&T, cooperate with the validation process, as modified by AT&T from time to time, for establishing that the IRU is an Employee of Customer and pay any applicable enrollment fees. 9.2. Sponsorship Program Marketing Assistance Customer will assist AT&T in obtaining Employees' participation in the Sponsorship Program described in the Service Guide as follows: • Posting and maintaining a hypertink from Customer's intranet site for Employee -related benefits to the att.com landing page established for Customer's IRUs; • Posting AT&T -provided Sponsorship Program flyers or digital signage in break room(s) and/or other Employee common area(s) of Customer's main campus at least once per calendar quarter; • Permitting AT&T sales representatives to participate in 2 "onsite events" per year at the Customer's main campus, the date and time of which shall be UA — acda_ps_45_mac_2yr_03-11-20 v13-A - sa Jw8001 061120 1-D 8YB94S AT&T and Customer Confidential Information Page 3 of 4 DocuSign Envelope ID: 83622703-12BD-4D0B-84F3-52AB20F119C7 AT&T Mobility Pricing Schedule mutually agreed upon by the parties; and • Any other mutually agreed upon marketing efforts, which shall be documented in a writing signed by both parties. 9.3. Liability AT&T SHALL HAVE NO LIABILITY FOR ANY SERVICE INTERRUPTIONS, DELAYS, ERRORS OR DEFECTS THAT LAST LESS THAN 24 HOURS. 9.4. Infringement AT&T WILL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS CUSTOMER FROM AND AGAINST ANY SETTLEMENTS, DAMAGES, COSTS AND OTHER AMOUNTS INCURRED BY CUSTOMER ARISING FROM THE ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY BASED ON EQUIPMENT AND/OR SUPPLEMENTAL SERVICES FURNISHED UNDER THIS ACDA PRICING SCHEDULE. 9.5. Prohibited Uses Prohibited Uses are described in the applicable Service Publication. If a CRU fails to comply with the Offnet Usage restrictions, AT&T may, at its option, terminate the CRU's Services, deny access to Services, deny the CRU continued use of other carriers' coverage, or change the CRU's Plan (e.g., to one that imposes usage charges for Offnet Usage or reduces the off -net data usage speed). AT&T will provide notice that it intends to take any of the above actions, and, unless AT&T has already done so, Customer may terminate the CRU's Services. In addition, AT&T reserves the right to (i) deny, disconnect, modify and/or terminate Service, without notice, to any CRU it believes is using the Service in any manner prohibited or whose usage adversely impacts its wireless network or service levels or hinders access to its wireless network, including without limitation, after a significant period of inactivity or after sessions of excessive usage, and (ii) otherwise protect its wireless network from harm, compromised capacity or degradation in performance, which may impact legitimate data flows. Customer may be assessed any applicable Cancellation Fees as a result of any termination by AT&T or Customer pursuant to this Section. Similar termination and other rights also may be included in an applicable Service Publication. 10. Custom Offers Provided Customer remains in full compliance with the terms and conditions of the Agreement, and subject to all corresponding restrictions set forth in this §10 (including all sub -sections and Tables), AT&T will provide Customer and its eligible CRUs the following custom offers. the corresponding Plan's Monthly Service Charge will appear on the invoice at the standard price set forth in the Sales Information, but the customized net monthly price set forth in the corresponding table will be achieved via application of a modifier also reflected on the invoice. Calling Plan Enhanced Push to Talk - Add on Enhanced Push to Talk -Standalone (No voice plan) AT&T Mobile Select Unlimited Talk; Text, Data — Subsidized Device AT&T Mobile Select - Unlimited Talk, Text, Data — Unsubsidized Device AT&T Mobile Select Pooled Plan for Feature Phones 100MB DataConnect Plans Unlimited Tablet/Pad Data -with throttle Net Price $3.00 $18.99 $49.99 $31.24 $39.99 10.1 Waiver of Activation Fees During the initial term of this Agreement, AT&T will waive the start of service charge (also known as the "Activation Fee") with respect to Customer's eligible CRUs activating new Service. 10.2 Waiver of Shipping Fees During the initial term of this Agreement, AT&T will waive standard shipping fees with respect to Customer's Equipment purchases for CRUs. The shipping carrier used will be at AT&T's sole discretion. 10.3 Waiver of Upgrade Fees AT&T will waive Upgrade Fees and provide Equipment Discounts to CRUs on Equipment upgrades if that CRU: (a) is currently active on Service; and (b) has been active on Service for the previous eighteen (18) consecutive months. CRUs are eligible to upgrade a second time if they remain active on service for an additional eighteen (18) months after the first upgrade. AT&T will only ship Equipment with active Service. No other rebates or promotions apply. Equipment Upgrade are not available to IRUs. Jw8001 061120 1-D8YB94S AT&T and Customer Confidential Information Page4of4 UA — acda_ps_45_mac_2yr_03-11-20 v13-A - sa