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HomeMy WebLinkAboutVerizon - Purchasing Entity Agreement Wireless, Data, Voice and AccessoriesvZw 777333 | N�����K�x��� | ��` ���hU�A�K��~ K���~��-��~ /~ ��N��K-�UYU vi vv^, rizo o n | NASPOValuePoint PURCHASING ENTITY AGREEMENT WIRELESS, DATA, VOICE AND ACCESSORIES Led bythe state ofUtah Master Agreement #:MA15J Contractor: CELLCO PARTNERBH|p,[/B/A VERIZON#V|RELESS Purchasing Entity: ,^xzwm rwFomwArzom sysTsws 1. Scope: Verizon VVi,e|eoo ("Contractor") and the State of Utah, for itself and on behalf of NASPQ Va|uePoint ("NA59O Va|uePo|nt" and/or "Customer"), have entered into a Master Agreement #PNA1SZ with an effective date of August 12, 2019 (together with any amendments and addenda the "Master Agreement"). The, State of Washington ("Participating State") has entered into a Participating Addendum ("PA") with Contractor pursuant tothe Master Agreement, allowing certain state agencies, political subdivisions, and other eligible entities tomake purchases under the PA. This Purchasing Entity Agreement applies to the purchase and use of Products (e.g. wireless service, software and other services) by the Purchasing Entity under the PA. Contractor reserves the right to terminate this Agreement if at any time it is determined that Purchasing Entity ionot eligible to purchase under the PA. All capitalized terms not defined in this Purchasing Entity Agreement will have the same meaning provided inthe Master Agreement, asmodified bythe PA. I Participation: By executing this Purchasing Entity Agreement, the Purchasing Entity certifies that it has all approvals required by law, regulation or otherwise to complete purchases under the PA, and further represents and agrees as follows: 2.1. It is eligible to complete purchases under the PA' will provide documentation substantiating its eligibility as may be requested by Contractor from time totime, and will immediately notify Contractor ofany change in its eligibility to purchase under the PA; Z.Z. All purchases are governed by the terms of the Master Agreement and PA' and Purchasing Entity specifically agrees to these terms. To the extent the Purchasing Entity purchases any Verizon's Smart Communities products, services and solutions, those purchases are governed by the supplemental terms set forth at:hups://ence/pris*.verizon.com/W|utivns/puh||c-sector/uate-|om| ; 2.3. It consents to the release of its account information to NASPO ValuePoint and the Participating State for the purpose of Contractor meeting its contractual reporting requirements, as further described in the Master Agreement and the PA; 2.4. It will ensure that this Purchasing Entity Agreement will only be used in support of government, not for profit and private education business; and J.S. The contact person listed below ("Authorized Contact") is authorized to act on behalf of, and otherwise bind Purchasing Entity, on account matters, including purchase equipment, add and cancel lines of service. 3. The undersigned represents and ",a,,ams that he or she is fully authorized to execute this Purchasing Entity Agreement on behalf ofthe Purchasing Entity, and that the delivery and execution ofthis Purchasing Entity Agreement has been approved by all required organizational action. 5tnaptAddres : I29 North znd street I Authorized Contact Phone number: 509-575-6040 Authorized Contact Email address: bob.harrison@yakimawa.gov Authorized Signature: r_c�"��by! CITY CONTRACT NO: wUQfRAMSOV,RESOLUTION NO: f ' PrintNaMe: Robert Harrison Title: city manager Date: I1/I//ZUZ0 | 1U:2U AM PST Version nuOa/03/20u PARTICIPATING ADDENDUM – NO. MA 152: 04718 Page 1 (Rev. 2019-10-01) PARTICIPATING ADDENDUM NASPO VALUEPOINT WIRELESS DATA, VOICE, AND ACCESSORIES Administered by the State of Utah (hereinafter “Lead State”) MASTER AGREEMENT Master Agreement No: MA 152 Cellco Partnership d/b/a Verizon Wireless (hereinafter “Contractor”) and State of Washington (hereinafter “Participating State”) WASHINGTON MASTER CONTRACT NO.: 04718 This Participating Addendum for the above referenced Master Agreement (“Participating Addendum”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and Cellco Partnership, a Delaware Partnership, d/b/a/ Verizon Wireless (“Contractor”) and is dated and effective as of July 1, 2020. R E C I T A L S A. Pursuant to Legislative authorization codified in RCW 39.26.060, Enterprise Services, on behalf of the State of Washington, is authorized to participate in cooperative purchasing agreement to develop master agreements to procure goods and/or services and to make such competitively solicited and awarded contracts available to Washington state agencies and designated eligible purchasers consistent with terms and conditions set forth by Enterprise Services. B. Enterprise Services timely provided public notice of the competitive solicitation process conducted by the above-referenced lead state through Washington’s Electronic Business Solutions (WEBS) System. C. The above-referenced lead state, as part of its competitive solicitation process, evaluated all responses to its procurement and identified Contractor as an apparent successful bidder and awarded a Master Agreement to Contractor. D. Enterprise Services has determined that participating in this Master Agreement is in the best interest of the State of Washington. E. The purpose of this Participating Addendum is to enable eligible purchasers, as defined herein, to utilize the Master Agreement as conditioned by this Participating Addendum. DocuSign Envelope ID: 9E090363-AA36-498B-8074-D96764C3BC14 PARTICIPATING ADDENDUM – NO. MA 152: 04718 Page 2 (Rev. 2019-10-01) A G R E E M E N T NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. SCOPE: This Participating Addendum covers the following Wireless Data, Voice and Accessories contract categories led by the State of Utah for use by state agencies and other entities located in the Participating State authorized by the state’s statutes to utilize state contracts with the prior approval of the Participating State’s chief procurement official:  Category 1 - Cellular Wireless Services: This category includes the basic cellular wireless transport service for voice, data and messaging, as well as any new basic transport services that may be introduce for applications like those defined for internet of things (IoT) applications.  Category 2 - Equipment and Accessories: This category includes any equipment or accessories operating over cellular carrier provided network services or intended for use with cellular connected devices as set forth in the Master Agreement.  Category 3 -Turnkey Wireless and IoT Solutions: This category includes any of the wireless or IoT solutions or applications being offered as a complete product by the cellular wireless carriers or any other contractors. A. Fleet Management B. Mobile Device Management/Enterprise Mobility C. Mobile Integration/Mobile Substitution Solutions D. Workforce Management E. Field Service Management F. Mobile Data Collection/Mobile Forms G. Traffic Management and Intelligent Transport Systems I. Public Safety Systems J. IoT Management M. Enterprise Management N. Secure LAN Access 2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political subdivisions and other entities (including cooperatives) authorized by an individual state’s statutes to use state contracts are subject to the prior approval of the respective State chief procurement official. Issues of interpretation and eligibility for participation are solely within the authority of the State chief procurement official. Pursuant to this Participating Addendum, the Master Agreement may be utilized by the following (“Purchasing Entities” or “Purchasers”): (a) WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions. (b) WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following specific institutions of higher education in Washington:  State universities – i.e., University of Washington & Washington State University;  Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University  Evergreen State College; DocuSign Envelope ID: 9E090363-AA36-498B-8074-D96764C3BC14 PARTICIPATING ADDENDUM – NO. MA 152: 04718 Page 3 (Rev. 2019-10-01)  Community colleges; and  Technical colleges. (c) MCUA PARTIES. The Master Agreement also may be utilized by any of the following types of entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise Services:  Political subdivisions (e.g., counties, cities, school districts, public utility districts, ports) in the State of Washington;  Federal governmental agencies or entities;  Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and  Federally-recognized Indian Tribes located in the State of Washington; By placing an order under this Participating Addendum, each Purchasing Entity agrees to be bound by the terms and conditions of this Participating Addendum, including the Master Agreement. Each Purchasing Entity shall be responsible for its compliance with such terms and conditions. It will be the responsibility of the Purchasing Entity to comply with any legal or regulatory provisions applicable to the Purchasing Entity. By utilizing this Participating Addendum, the Purchasing Entity certifies that they have obtained all of the acknowledgements and approvals required by state or local law or regulation. 3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT: 3.1. WASHINGTON’S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of execution of this Participating Addendum, Contractor shall register in the Washington State Department of Enterprise Services’ Electronic Business Solutions (WEBS) System at WEBS. Contractor shall ensure that all of its information therein is current and accurate and that, throughout the term of the Master Agreement, Contractor shall maintain an accurate profile in WEBS. 3.2. WASHINGTON’S STATEWIDE PAYEE DESK: To be paid for contract sales, Contractors must register with Washington’s Statewide Payee Desk. Washington state agencies cannot make payments to a contractor until it is registered. Registration materials are available here: Receiving Payment from the State. 3.3. PARTICIPATING ADDENDUM SALES REPORTING: Contractor shall report total Participating Addendum sales quarterly to Enterprise Services, as set forth below. (a) REPORTING. Contractor shall report quarterly Participating Addendum sales in Enterprise Services’ Contract Sales Reporting System. Enterprise Services will provide Contractor with a login password and a vendor number. (b) DATA. Each sales report must identify every authorized Purchasing Entity by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The “Miscellaneous” option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasing Entities specified herein during the term of this Participating Addendum. Refer sales reporting questions to the Primary Contact set forth below. If there are no Participating Addendum sales during the reporting DocuSign Envelope ID: 9E090363-AA36-498B-8074-D96764C3BC14 PARTICIPATING ADDENDUM – NO. MA 152: 04718 Page 4 (Rev. 2019-10-01) period, Contractor must report zero sales. (c) DUE DATES FOR SALES REPORTING. Quarterly Participating Addendum Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter: For Calendar Quarter Ending Contract Sales Report Due March 31 April 30 June 30 July 31 September 30 October 31 December 31 January 31 3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management fee (“VMF”) of one-percent (1%) on the purchase price for all Corporate/Government Responsible (CRU) accounts Participating Addendum sales (the purchase price is the total invoice price less applicable sales tax). (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: Amount owed to Enterprise Services = Total CRU contract sales invoiced (not including sales tax) x .0100. (b) The VMF must be rolled into Contractor’s current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (c) Enterprise Services will invoice Contractor quarterly based on Participating Addendum sales reported by Contractor. Contractor shall not remit payment until it receives an invoice from Enterprise Services. Contractor’s VMF payment to Enterprise Services must reference the following:  This Washington Master Contract No.: 04718  The NASPO Master Agreement No.: MA 152  The year and quarter for which the VMF is being remitted, and  Contractor’s name as set forth in this Contract, if not already included on the face of the check. (d) Contractor’s failure to accurately and timely report total net sales, submit usage reports, or remit payment of the VMF to Enterprise Services, may be cause for suspension or termination of this Participating Addendum or the exercise of any other remedies as provided by law. Any increase, decrease, or other change to the VMF must be mutually agreed to by the Parties. (e) For purposes of the VMF, the parties agree that the initial management fee is included in the pricing. Therefore, any increase or reduction of the management fee must be reflected in contract pricing commensurate with the adjustment. 3.5. CONTRACTOR REPRESENTATIONS AND WARRANTIES: Contractor makes each of the following representations and warranties as of the effective date of this Participating Addendum and at the time any order is placed pursuant to the Participating Addendum. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor DocuSign Envelope ID: 9E090363-AA36-498B-8074-D96764C3BC14 PARTICIPATING ADDENDUM – NO. MA 152: 04718 Page 5 (Rev. 2019-10-01) shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. (a) WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Master Contract and the three (3) year period immediately preceding the award of the Master Contract, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. (b) PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Participating Addendum and Master Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Master Contract and/or any agreement entered into pursuant to this Participating Addendum. (c) EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS (MANDATORY INDIVIDUAL ARBITRATION). Contractor represents and warrants, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Master Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. (d) Prior to final execution of a Washington State Agency’s Order with the Contractor, the Contractor’s Product(s), as implemented by the Washington State Agency, may be subject to a Security Design Review (as defined below) performed by Washington Consolidated Technology Services to ensure compliance with OCIO Policy 141.10 - Securing Information Technology Assets Standards. Security Design Review means a general review of the Products for compatibility with OCIO Standards, and shall only be used to determine what Products State of Washington Agencies may purchase. Contractor shall not be required to make any changes to the Products as a result of a Security Design Review or its findings. The parties agree that in the event any confidential information is required to comply with or is otherwise provided in DocuSign Envelope ID: 9E090363-AA36-498B-8074-D96764C3BC14 PARTICIPATING ADDENDUM – NO. MA 152: 04718 Page 6 (Rev. 2019-10-01) furtherance of the Security Design Review requirements, Contractor and the Purchasing Entity shall negotiate a nondisclosure agreement that addresses the nature of any confidential information to be disclosed and mutually agreeable procedures to be followed with respect to such information. The Security Design Review shall have no application on Purchasing Entities that are not State of Washington Agencies, and the purchase of Products by a State of Washington Agency shall mean that the Products have been deemed compliant with OCIO Standards. 3.6. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with all applicable law. Prior to making any sales hereunder, if Contractor is not already registered, Contractor shall register to conduct business in the State of Washington and promptly acquire and maintain all necessary licenses and registrations and pay all applicable taxes and fees. In addition, for all sales to Purchasers in the State of Washington, if Contractor does not currently do so, Contractor shall calculate, collect, and remit, as appropriate, the applicable state and local sales tax on all invoices. 3.7. CONTRACTOR’S SALES AUTHORITY; PURCHASE ORDERS; & INVOICES (a) CONTRACTOR’S SALES AUTHORITY. Pursuant to this Participating Addendum, Contractor is authorized to provide only those Products set forth in the Master Agreement as conditioned by this Participating Addendum. Contractor shall not represent to any Purchasing Entity hereunder that it has any authority to sell any other materials, supplies, services and/or equipment. Invoices must be prominently annotated by the Contractor with all applicable volume discount(s). 3.8. PCB-FREE PRODUCTS NOTICE: Polychlorinated biphenyls, commonly known as PCBs, have adverse effects on human health and the environment. Accordingly, the State of Washington, through its procurements of goods, is trying to minimize the purchase of products with PCBs and to incentive its vendors to sell products and products - in - packaging without them. 4. LEASE AGREEMENTS: Leasing or renting of equipment is not allowed through the term of the Participating Addendum for Washington State Agencies. DocuSign Envelope ID: 9E090363-AA36-498B-8074-D96764C3BC14 PARTICIPATING ADDENDUM – NO. MA 152: 04718 Page 7 (Rev. 2019-10-01) 5. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor Participating State Cellco Partnership d/b/a Verizon Wireless One Verizon Way____________ Basking Ridge, NJ 07920______________ ________________ State of Washington Department of Enterprise Services Contracts & Procurement Division P.O. Box 41411 Olympia, WA 98504-1411 Attn: Doug Robertson_______________ Tel: (949) 246-8700_______ Email: Doug.Robertson@vzw.com___ Attn: Marci Disken Tel: (360) 407-9405 Email: marci.disken@des.wa.gov 6. ORDERS: Unless the parties to the Order agree in writing that another contract or agreement applies to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions of) the Master Agreement as conditioned by this Participating Addendum. (a) Contractor and the Participating Entity (together the “Parties”) acknowledge and agree that orders submitted to Contractor from a Purchasing Entity through the Purchasing Entity’s Business Procurement Card are authorized Purchase Orders under the Master Agreement. (b) All Purchase Orders issued by Purchasing Entities under this Participating Addendum shall include a reference to this Participating Addendum and the Master Agreement, number MA152 or Washington State Participating Addendum 04718. 7. GENERAL: (a) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement, together with its exhibits, set forth the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. This Participating Addendum may not be modified except in writing signed by the Parties. (b) AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Participating Addendum and that its execution, delivery, and performance of this Participating Addendum has been fully authorized and approved, and that no further approvals or consents are required to bind such party. (c) ELECTRONIC SIGNATURES. A signed copy of this Participating Addendum or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Participating Addendum or such other ancillary agreement for all purposes. DocuSign Envelope ID: 9E090363-AA36-498B-8074-D96764C3BC14 PARTICIPATING ADDENDUM – NO. MA 152: 04718 Page 8 (Rev. 2019-10-01) (d) COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Participating Addendum at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Participating Addendum. EXECUTED as of the date and year first above written. STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES CELLCO PARTNERSHIP, A DELAWARE PARTNERSHIP, D/B/A VERIZON WIRELESS By: _______________________________ By: _______________________________ Corinna Cooper Todd Loccisano Its: _______________________________ Its: VP- Contract Management ________ DocuSign Envelope ID: 9E090363-AA36-498B-8074-D96764C3BC14 Signature: Email: Enterprise Procurement Manager corinna.cooper@des.wa.gov Corinna Cooper Verizon WA PA-VZ 3-27-20 Final Audit Report 2020-03-27 Created:2020-03-27 By:Marci Disken (marci.disken@des.wa.gov) Status:Signed Transaction ID:CBJCHBCAABAA0jJrlWJTs62V0peuJlT_UcqsVPHqJGc2 "Verizon WA PA-VZ 3-27-20" History Document digitally presigned by DocuSign\, Inc. (techops@docusign.com) 2020-03-27 - 6:53:35 PM GMT- IP address: 198.238.242.30 Document created by Marci Disken (marci.disken@des.wa.gov) 2020-03-27 - 8:04:44 PM GMT- IP address: 198.238.242.30 Document emailed to Corinna Cooper (corinna.cooper@des.wa.gov) for signature 2020-03-27 - 8:05:45 PM GMT Email viewed by Corinna Cooper (corinna.cooper@des.wa.gov) 2020-03-27 - 8:08:22 PM GMT- IP address: 198.238.242.30 Document e-signed by Corinna Cooper (corinna.cooper@des.wa.gov) Signature Date: 2020-03-27 - 8:26:31 PM GMT - Time Source: server- IP address: 198.238.242.30 Signed document emailed to Marci Disken (marci.disken@des.wa.gov) and Corinna Cooper (corinna.cooper@des.wa.gov) 2020-03-27 - 8:26:31 PM GMT