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R-12-06-28-G1 - 6/28/2012 RESOLUTION NO. R-12-06-28-G1 WHEREAS, the City of Round Rock ("City") wishes to enter into an agreement with Cellco Partnership d/b/a Verizon Wireless for wireless services and products,Now Therefore i BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, i E 4 That the Mayor is hereby authorized and directed to execute on behalf of the City DIR Contract i No. DIR-SDD-1779 / Verizon Wireless Customer Agreement with Cellco Partnership d/b/a Verizon Y Wireless, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. 1 The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was t open to the public as required by law at all times during which this Resolution and the subject matter F hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, t Chapter 551, Texas Government Code, as amended. RESOLVED this 28th day of June, 2012. r F. i- 5 ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: ' SARA L. WHITE, City Clerk { c; I 4 2 fi44 t`y 4 S 0:\wdox\SCCI nts\01 12\1204\M LYNICIPAL\00252470.DOC t DIR Contract No. DIR-SDD-1779 Verizon Wireless Customer Agreement This agreement is dated June S,2012 between Cellco Partnership d/b/a Verizon Wireless and its Related Entities("Verizon Wireless") r and The City of Round Rock('Customer"), a customer as defined in Appendix A in the Contract for Products and Related Services between the State of Texas Department of Information Resources(the"DIR)and Verizon Wireless, DIR Contract No. DIR-SDD-1779 (the'DIR Agreement")with an effective date of March 21,2012 and as amended. This Customer Agreement shall be governed by the terms and conditions of the DIR Agreement dated March 21,2012. A copy of the DIR Agreement is incorporated herein by reference and is available online at http://vrww.dir.texas.gov/DIR Contracts/DIR-SDD- 1779.pdf or upon request from your Account Manager. s Authorized Customer is eligible and desires to purchase wireless services and products from Verizon Wireless pursuant to the terms and conditions of the DIR Agreement,any and all amendments,addenda and schedules as the DIR may specify from time to time, as well as the terms and conditions of all calling plans activated under this Customer Agreement, which are incorporated herein by reference. DIR will only be responsible for services provided to DIR and will not be responsible for payments for services provided to any individual Customer. f The Authorized Customer hereby agrees that it is separately and solely liable for all obligations and payments for equipment and services provided hereunder. The Authorized Customer agrees to the terms and conditions of the DIR Agreement including the disclosure of limited account information as part of the contractual reporting requirements to DIR. t The undersigned represents and warrants that he/she has the power and authority to execute this Customer Agreement, bind the respective Authorized Customer, and that the execution and performance of this Customer Agreement has been duly authorized by all necessary Authorized Customer action. R The undersigned is duly authorized by the Authorized Customer to designate the following individual(s) (the'Authorized Contacts") who are authorized to take action with respect to the accq mL-yA Verizon Wireless to purchase equipment, add lines of service, cancel lines of service and make changes to the account that financially bind the Authorized Customer to the terms and conditions of this Customer Agreement,and the DIR Agreement. a FEIN Number. Existing Vendor Customer Account Number(s): 0620455585 Means of Contact Acceptable To/From Authorized User(e.g. fax, e-mail, etc.): Email,Fax,Phone ' Verizon Wireless Sales Representative Name: Donnie Avina and Wireless Phone Number:9563421983 and GID: Verizon Wireless Profile ID(s):624847 t s Authorized User has caused this User Agreement to be executed by its duly authorized representative to be effective as of this 22nd day of May ,2012 Customer Name: Verizon Wireless t' Authorized Signature Authorized Si ure I Printed Name: Printed Name: ©(fid; 1•�,�,y:u;9GZ Title: Title: 5!PC t e Date: Date: 6 q 70(Z 1 s DIR-SDD-1779 v032812 Verizon Wireless 1 EA BIT " 1 F g 3 f z Appendix A Standard Terms and Conditions For Product and Related Services Contracts Table of Contents—need to update when finalized € 3 1. Contract Scope....................................................................................................................... 1 f 2. No Quantity Guarantees......................................................................................................... 1 3. Definitions.................................................................................. 4. General Provisions.................................................................................................................2 i t A. Entire Agreement..........................................................................................................2 B. Modification of Contract Terms and/or Amendments..................................................2 C. Invalid Term or Condition............................................................................................2 D. Assignment...................................................................................................................3 E. Survival......................................................................................................................... 3 F. Choice of Law............................................................................................................... 3 t G. Limitation of Authority.................................................................................................3 5. Product Terms and Conditions............................................................................................... 3 F A. Electronic and Information Resources Accessibility Standards,As Required by 1 TAC Chapter 213 (Applicable to State Agency and Institution of Higher Education Purchases Only)............................................................................... 3 B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) ............................................................................................................................4 C. Purchase of Telecommunications Products and Services.............................................4 E E 6. Contract Fulfillment and Promotion A. Service, Sales and Support of the Contract...................................................................4 B. Use of Order Fulfillers.................................................................................................. 5 1) Designation of Order Fulfillers...............................................................................5 s 2) Changes in Order Fulfiller List............................................................................... 5 3) Order Fulfiller Pricing to Customer........................................................................ 5 C. Product Warranty and Return Policies..........................................................................5 D. Customer Site Preparation s E. Internet Access to Contract and Pricing Information 1) Vendor Website ......................................................................................................6 2) Accurate and Timely Contract Information............................................................6 3) Website Compliance Checks 4) Website Changes.....................................................................................................6 5) Use of Access Data Prohibited...............................................................................6 6) Responsibility for Content Y' F. DIR Logo...................................................................................................................... 7 G. Vendor and Order Fulfiller Logo..................................................................................7 } H. Trade Show Participation..............................................................................................7 I. Orientation Meeting......................................................................................................7 w s 07/13/11 i i i Appendix A Standard Terms and Conditions For Product and Related Services Contracts J. Performance Review Meetings..................................................................................... 8 K. DIR Cost Avoidance..................................................................................................... 8 7. Purchase Orders, Invoices, and Payments............................................................................. 8 A. Purchase Orders............................................................................................................ 8 B. Invoices......................................................................................................................... 8 C. Payments....................................................................................................................... 8 8. Contract Administration......................................................................................................... 8 k A. Contract Administrators................................................................................................ 8 1) State Contract Administrator.................................................................................. 9 2) Vendor Contract Administrator.............................................................................. 9 B. Reporting and CRF/Administrative Fees...................................................................... 9 1) Reporting Responsibility ........................................................................................9 f 2) Detailed Monthly Report 3) Historically Underutilized Businesses Subcontract Reports................................... 9 4) DIR CRF/Administrative Fee............................................................................... 10 5) Accurate and Timely Submission of Reports....................................................... 10 C. Records and Audit....................................................................................................... 10 D. Audit of Telecommunications Taxes, Fees and Surcharges, Customer Prices for Telecommunications Services............................................................................... 11 E. Contract Administration Notification =' 9. Vendor Responsibilities....................................................................................................... 12 P A. Indemnification........................................................................................................... 12 B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE........................ 13 C. Vendor Certifications.................................................................................................. 14 D. Ability to Conduct Business in Texas......................................................................... 15 E. Equal Opportunity Compliance .................................................................................. 15 s F. Use of Subcontractors................................................................................................. 15 G. Responsibility for Actions.......................................................................................... 16 H. Confidentiality I. Security of Premises, Equipment, Data and Personnel............................................... 16 J. Background and/or Criminal History Investigation.................................................... 16 t K. Limitation of Liability................................................................................................. 17 F L. Overcharges M. Prohibited Conduct N. Required Insurance Coverage f O. Use of State Property 18 P. Immigration................................................................................................................. 18 Q. Public Disclosure........................................................................................................ 19 R. Product and/or Services Substitutions ........................................................................ 19 i S. Deceptive Trade Practices; Unfair Business Practices 19 4 10. Contract Enforcement 19 A. Enforcement of Contract and Dispute Resolution...................................................... 19 07/13/11 ii � ' ^ � ` � ` � � � Appendix A � Standard Terms and Conditions For Product and Related Services Contracts � � B. Termination................................................................................................................. 19 � D Termination forNon-Appropriation..................................................................... l9 � 3\ Absolute Right......................................................................................................2U � 3\ Termination for Convenience...............................................................................20 { 4) Tero�b�u�uofor Cause-------------.—.—.--------------.—.---'2O � .' � o) Contract...........................................................................................................20 � hJ Purchase Order................................................................................................2l � 5) Customer Rights Under Termination....................................................................2l ) H) Vendor orOrder Fulfiller Rights Under Termination...........................................2l | C. Force Majeure.............................................................................................................2l ) � ll. Notdfioatioun..........................................................................................................................2l � A. Notices........................................................................................................................2l B. Handling ofWritten Complaints.................................................................................22 � l2- -..------------.---_--.-----------.--..---.------.—_----'22 � ^ � � / 1 � � , ` � � ' � � � � � ' ` � � � ' � � � � ` | ' / \ / / � ` ` / ` � 07/13/11 bj , ! & r: Appendix A Standard Terms and Conditions For Product and Related Services Contracts The following terms and conditions shall govern the conduct of DIR and Vendor during the term of the Contract. 1. Contract Scope The Vendor shall provide the products and related services specified in Section 3 of the Contract for purchase by qualifying Customers. In addition, DIR and Vendor may agree to provisions that allow Vendor and/or Order Fulfiller to lease the products offered under the Contract. Terms used in this document shall have the meanings set forth below in } Section 3. 2. No Quantity Guarantees The Contract is not exclusive to the Vendor. Customers may obtain products and related services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products and related services will be procured through the Contract. f 3. Definitions A. Customers - any Texas state agency, including each house of the legislature and legislative agencies, a unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, certain private institutions of higher education, as authorized under Section 2170.004 (5), Texas Government Code, and assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non-profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes f edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; 4) A group, including a faith-based group, that enters into a financial or non-financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; i 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and 07/13/11 Page 1 of 2422 l : 1 i i Appendix A Standard Terms and Conditions For Product and Related Services Contracts their families; and 9) A nonprofit organization that provides affordable housing. B. Compliance Check— an audit of Vendor's compliance with the Contract performed either by a third party auditor or DIR contract management staff. ' C. Contract — the document executed between DIR and Vendor into which this Appendix A is incorporated. f D. CPA—refers to the Texas Comptroller of Public Accounts. E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. r F. Order Fulfiller — the party, either Vendor or a party that may be designated by Vendor, who is fulfilling a Purchase Order pursuant to the Contract. G. Purchase Order - the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). w H. State—refers to the State of Texas. 4. General Provisions A. Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract,Appendices, or its Exhibits shall be binding or valid. B. Modification of Contract Terms and/or Amendments r 1) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. The Contract may only be modified or amended upon mutual written agreement of DIR and Vendor. P 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Order Fulfiller may be added in a Purchase Order and 3 given effect. No additional term or condition added in a Purchase Order issued by a Customer can weaken a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract,the Contract term shall control. f C. Invalid Term or Condition F r 1) To the extent any term or condition in the Contract conflicts with the applicable Texas and/or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of such term or condition and DIR does not waive the applicable Texas and/or United States law or regulation which conflicts with the Contract term or condition. 3 07/13/11 Page 2 of 2422 d I P Appendix A Standard Terms and Conditions For Product and Related Services Contracts 2) If one or more term or condition in the Contract, or the application of any term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative y Hearings or a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain valid and in full force and effect. D. Assignment DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest(for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require written notification by { the assigning party. Any other assignment by a party shall require the written consent of the other party. Each party agrees to cooperate to amend the Contract as necessary to maintain an accurate record of the contracting parties. E. Survival All applicable software license agreements, warranties or service agreements that were entered into between Vendor and Customers under the terms and conditions of the w Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Order Fulfiller shall survive expiration or termination of the Contract. F. Choice of Law The laws of the State of Texas shall govern the construction and interpretation of the Contract. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. G. Limitation of Authority Vendor shall have no authority to act for or on behalf of the Texas Department of Information Resources or the State of Texas except as expressly provided for in this Contract; no other authority,power or use is granted or implied. Contractor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas { or Texas Department of Information Resources. 5. Product Terms and Conditions a x A. Electronic and Information Resources Accessibility Standards,As Required by 1 TAC Chapter 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) 1) Effective September 1, 2006 state agencies and institutions of higher education ; shall procure products which comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in 1 TAC Chapter 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. t 07/13/11 Page 3 of 2422 s r l s: P s I t Appendix A Standard Terms and Conditions For Product and Related Services Contracts s 2) Vendor shall provide DIR with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is available from the General Services Administration "Buy Accessible Wizard" (http://www.buyaccessible.Qov). Vendors not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional ¢ information regarding the "Buy Accessible Wizard" or obtaining a copy of the VPAT is located at http://www.section508.gov/. B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) 1) Texas Government Code, §2157.068 requires State agencies to buy commodity } items, as defined in 5.13.2 below, in accordance with contracts developed by DIR, unless the agency obtains an exemption from DIR. z 2) Commodity items are commercially available software, hardware and technology services that are generally available to businesses or the public and for which DIR determines that a reasonable demand exists in two or more state agencies. Hardware is the physical technology used to process, manage, store, transmit, receive or deliver information. Software is the commercially available programs that operate hardware and includes all supporting documentation, media on which the software may be contained or stored, related materials, modifications, versions, upgrades, enhancements, updates or replacements. Technology services are the services, functions and activities that facilitate the design, implementation, creation, or use of software or hardware. Technology services include seat management, staffing augmentation, training, maintenance and subscription services. Technology services do not include telecommunications services. Seat management is services through which a state agency transfers its responsibilities to a vendor to manage its personal computing needs, including all necessary hardware, software and technology services. 3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of higher education are exempt from this Subsection 5.13. C. Purchase of Telecommunications Products and Services s Vendor agrees that it will sell telecommunications products and services available under this Contract only to the Telecommunications Customers as defined in Section 3 A. 6. Contract Fulfillment and Promotion r A. Service, Sales and Support of the Contract t Vendor shall provide service, sales and support resources to serve all Customers t throughout the State. It is the responsibility of the Vendor to sell, market, and promote products and services available under the Contract. Vendor shall use its best efforts to { ensure that potential Customers are made aware of the existence of the Contract. All sales to Customers for products and services available under the Contract shall be processed r 07/13/11 Page 4 of 2422 F t 6 4 Fd ' 3 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 3 through the Contract. g B. Use of Order Fulfillers DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service, sales and support resources to Customers. Such participation is subject to the following conditions: 1) Designation of Order Fulfillers a) Vendor may designate Order Fulfillers to act as the distributors for products and services available under the Contract. In designating Order Fulfillers, Vendor must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller participation or request that Vendor name additional Order Fulfillers should DIR determine it is in the best interest of the State. c) Vendor shall be fully liable for its Order Fulfillers' performance under and r' compliance with the terms and conditions of the Contract. Vendor shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent F with the terms and conditions of the Contract. d) Vendor shall have the right to qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Vendor's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all s Customers are supported under the different criteria. e) Vendor shall not prohibit Order Fulfiller from participating in other procurement opportunities offered through DIR. 2) Changes in Order Fulfiller List Vendor may add or delete Order Fulfillers throughout the term of the Contract upon written authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor must make a good faith effort in the revision of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. F Vendor shall provide DIR with its updated Subcontracting Plan and the Order Fulfiller information listed in Section 6.B.1.a above. 3) Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall comply with the applicable Customer r price as stated within Section 4 of the Contract. This pricing shall only be offered by Order Fulfillers to Customers for sales that pass through the Contract. d i C. Product Warranty and Return Policies Order Fulfiller will adhere to the Vendor's then-currently published policies concerning product warranties and returns. Product warranty and return policies for Customers will not be more restrictive or more costly than warranty and return policies for other r l 07/13/11 Page 5 of-2422 6 { f 3 1 i i Appendix A 3 Standard Terms and Conditions For Product and Related Services Contracts similarly situated Customers for like products. r D. Customer Site Preparation Customers shall prepare and maintain its site in accordance with written instructions furnished by Order Fulfiller prior to the scheduled delivery date of any product or service and shall bear the costs associated with the site preparation. E. Internet Access to Contract and Pricing Information 1) Vendor Website Within thirty days of the effective date of the Contract, Vendor will establish and maintain a website specific to the product and service offerings under the Contract which is clearly distinguishable from other, non-DIR Contract offerings at Vendor's website, and when appropriate to guide Customers, distinguish the products and services available by category - telecommunications and ICT separately. The website must include: the product and services offered, product and service specifications, Contract pricing, designated Order Fulfillers, contact information for Vendor and y designated Order Fulfillers, instructions for obtaining quotes and placing Purchase Orders, and warranty and return policies. The Vendor's website shall list the DIR Contract number, reference the DIR Information and Communications Technology r (ICT) Cooperative Contracts program, display the DIR logo in accordance with the requirements in paragraph F of this Section, and contain a link to the DIR website for the Contract. 2) Accurate and Timely Contract Information Vendor warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained and displayed in an objective and timely manner. Vendor, at its own expense, shall correct any non- conforming or inaccurate information posted at Vendor's website within ten (10) business days after written notification by DIR. 3) Website Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendor's f website will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that pricing listed upon this website is uniform with the E pricing as stated in Section 4 of the Contract. 4) Website Changes Vendor hereby consents to a link from the DIR website to Vendor's website in order a' to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. DIR reserves the right to terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link termination or removal. Vendor shall provide DIR with timely written notice of any change in URL or other information needed to access the site and/or maintain the link. E 5) Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the i 07/13/11 Page 6 of 2-4-22 i i Appendix A p Standard Terms and Conditions For Product and Related Services Contracts purpose of implementing or marketing the Contract, and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e., through use of restrictive technology or passwords. 6) Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract. F. DIR Logo Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed, the size of the DIR logo must be equal to or smaller than the Order Fulfiller logo, (iii) the DIR logo is only used to communicate the availability of products and x services under the Contract to Customers, and (iv) any other use of the DIR logo requires { prior written permission from DIR. G. Vendor and Order Fulfiller Logo DIR may use the Vendor's and Order Fulfiller's name and logo in the promotion of the Contract to communicate the availability of products and services under the Contract to 4 Customers. Use of the logos may be on the DIR website or on printed materials. Any 3 use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely ' related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or b interest in or to Vendor's or Order Fulfiller' trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Vendor and Order Fulfiller. H. Trade Show Participation `a At DIR's discretion, Vendor and Order Fulfillers may be required to participate in one or more DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at the Vendor's and Order Fulfiller's expense, includes providing a manned booth display or similar presence. DIR will provide four months advance notice of any required participation. Vendor and Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's or Order i Fulfiller's booth. I. Orientation Meeting ` Upon thirty (30) calendar days from execution of the Contract, Vendor and Order Fulfillers will be required to attend an orientation meeting to discuss the content and procedures of the Contract. The meeting will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for attendance at the meeting. 07/13/11 Page 7 of-2422 3 3 f Appendix A Standard Terms and Conditions For Product and Related Services Contracts J. Performance Review Meetings DIR will require the Vendor to attend periodic meetings to review the Vendor's 1 performance under the Contract. The meetings will be held within the Austin, Texas area i at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the time and travel of the Vendor for attendance at the meeting. z K. DIR Cost Avoidance As part of the performance measures reported to state leadership, DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, fi Vendor shall provide DIR with a detailed report of a representative sample of products sold under the Contract. The report shall contain: product part number, product description, list price, price to Customer under the Contract, and pricing from three (3) alternative sources under which DIR customers can procure the products. g 7. Purchase Orders,Invoices, and Payments A. Purchase Orders All Customer Purchase Orders will be placed directly with the Order Fulfiller. Accurate s Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by Order Fulfiller. B. Invoices 1) Invoices shall be submitted by the Order Fulfiller directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and/or services purchased under the Contract and any provision of acceptance of such products and/or services shall be made by the Customer to the Order Fulfiller. 2) Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to s products, prices and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the product or services by the Customer. C. Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Order Fulfiller. The statute states that payments for goods and services are due thirty (30) days after the goods are provided, the services completed, or a correctJI invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. s 8. Contract Administration Y A. Contract Administrators DIR and the Vendor will each provide a Contract Administrator to support the Contract. { Information regarding the Contract Administrators will be posted on the Internet website designated for the Contract. f 3- 07/13/11 Page 8 of 2+22 3 7 a I Appendix A Standard Terms and Conditions For Product and Related Services Contracts } 1) State Contract Administrator DIR shall provide a Contract Administrator whose duties shall include but not be f limited to: i) supporting the marketing and management of the Contract, ii) advising DIR of Vendor's performance under the terms and conditions of the Contract, and iii) periodic verification of product pricing and monthly reports submitted by Vendor. f 2) Vendor Contract Administrator Vendor shall provide a dedicated Contract Administrator whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) facilitating dispute resolution between a Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then-current Contract Administrator if the assigned Contract Administrator is not, in the opinion of DIR, adequately serving the needs of the State. } { B. Reporting and CRF/Administrative Fees 1) Reporting Responsibility a) Vendor shall be responsible for reporting all products and services purchased through Order Fulfillers under the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the applicable CRF/administrative fees in accordance with the due dates specified in this section. b) DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this section, including but not limited to, compliance checks of Vendor's applicable Contract books at DIR's expense. 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous month period, broken out by telecommunications sales and ICT sales. Reports for each type of sale shall be submitted to the DIR ICT Cooperative Contracts E-Mail Box at ict.sales@dir.texas.gov. Reports are due on the fifteenth 3 (15'h) calendar day after the close of the previous month period. It is the responsibility of Vendor to collect and compile all sales under the Contract from participating Order Fulfillers and submit one (1) monthly report, broken out by telecommunications and ICT sales. The monthly report, per category of telecommunications and ICT, shall include, per transaction: the detailed sales for the period, the Order Fulfiller's company name, if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, unit price, applicable CRF/adminstrative fee assessed, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, and other information as required by DIR. Each report must contain all information listed above per E transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. 3) Historically Underutilized Businesses Subcontract Reports a) Vendor shall electronically provide each Customer with their relevant Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall c 1 07/13/11 Page 9 of 2422 F i _ Appendix A Standard Terms and Conditions For Product and Related Services Contracts t also be submitted to DIR. b) Reports shall be due in accordance with the CPA rules. { 4) DIR CRF ' a) The applicable CRF/administrative fee shall be paid by Vendor to DIR to e defray the DIR costs of negotiating, executing, and administering the Contract and to recover costs of the telecommunications program. The CRF/ fee is as specified in Section 5 of the Contract. Payment of the CRF fee shall be due on the fifteenth (15`h) calendar day after the close of the previous month period. b) Vendor shall reference the DIR Contract number on all remittance instruments. 5) Accurate and Timely Submission of Reports a) The reports and payment of the applicable CRF/administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports or CRF/administrative fee payments within three (3) business days upon written notification by DIR. Vendor shall deliver any late 'reports or late CRF/administrative fee payments within three (3) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or CRF/administrative fee payments or deliver late reports and applicable fee payments within three (3) business days, Vendor must contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section, at DIR's expense. r' C. Records and Audit P 1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. A. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 1 2) Vendor and Order Fulfillers shall maintain adequate records to establish compliance with the Contract until the later of a period of four (4) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records 07/13/11 Page 10 of 2422 is P (3. I { Appendix A Standard Terms and Conditions For Product and Related Services Contracts shall include per transaction: the Order Fulfiller's company name if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each CRF owed DIR under the Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DR may request. 3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to DIR, including the compliance checks designated by DR, the State Auditor's Office and of the United States, and such €` other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and/or copying such books and records. Vendor and/or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and/or Order Fulfillers ten (10) business days' notice prior to inspecting, Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's records. Vendor's and/or Order Fulfillers records, whether paper or electronic, shall be made available during regular office hours. Vendor and/or Order Fulfiller personnel familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to DIR staff and designees as needed. Vendor and/or Order Fulfiller shall provide adequate office space to DIR staff during the performance of Compliance Check. If, as a result of any other audits E listed in Section 8(b) above, DIR determines that Vendor has overcharged the Customers, DR will notify Vendor in writing of the amount of such overcharge, and provide to the Vendor the work papers supporting such position. Vendor will promptly pay to DIR the undisputed amount of the overcharges, plus interest as calculated in accordance with Chapter 2251, Texas Government Code, for late payments, and the Parties will use good faith efforts to resolve any disputed amounts as soon as practicable. In the event such audit reveals an overcharge of 4 five percent (5%) or more to DIR Customers which is not disputed and is in excess of five percent (5%) of the total invoiced amounts for all products and services for such period, Vendor will reimburse DR for the reasonable cost of this audit. 4) For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, the volume of payments made to Order Fulfillers through the Texas Comptroller of Public Accounts and the CRF based thereon shall be presumed correct unless Vendor can demonstrate to DIR's satisfaction that Vendor's calculation of DIR's CRF/fee is correct. x D. Audit of Telecommunications Taxes, Fees and Surcharges, Customer Prices for Telecommunications Services. is (a) Vendor will provide, and will cause its agents and its Subcontractors to provide, to DIR and its designees access to such financial records and supporting documentation reasonably requested by DR to audit telecommunications taxes, F 1 07/13/11 Page 11 of 24-22 i i Appendix A Standard Terms and Conditions For Product and Related Services Contracts fees and surcharges, and Customer Prices for telecommunications Services pursuant to Appendix C, Pricing Index. (b) DIR may audit the applicable telecommunications taxes, fees and surcharges, and Customer Prices for telecommunications Services under Appendix C, Pricing Index to determine that such telecommunications taxes, fees and surcharges,and Customer Prices for telecommunications Services pursuant to Appendix C, t Pricing Index, are accurate and in accordance with this Contract. E. Contract Administration Notification 1) Upon execution of the Contract, Vendor shall provide DIR with written notification of the following: i) Vendor Contract Administrator name and contact , information, ii) Vendor sales representative name and contact information, and iii) name and contact information of Vendor personnel responsible for submitting reports and payment of administrative fees specified herein. 2) Upon execution of the Contract, DIR shall provide Vendor with written notification of the following: i) DIR Contract Administrator name and contact r information, and ii) DIR ICT Cooperative Contracts E-Mail Box information. s 9. Vendor Responsibilities f:. A. Indemnification r 1) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM AND AGAINST ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or j performance of the Contract and any Purchase Orders issued under the Contract G REGARDLESS OF THE NEGLIGENCE OF THE CUSTOMERS, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, I' CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES. VENDOR SHALL PAY € ALL COSTS OF DEFENSE INCLUDING ATTORNEYS FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCIES AND BY CUSTOMER'S LEGAL COUNSEL C FOR NON-STATE AGENCY CUSTOMERS. 2) Infringements a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES, from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection 3 with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND CUSTOMERS AGREE TO FURNISH TIMELY f 07/13/11 Page 12 of 21.22 t } s 3 i i Appendix A Standard Terms and Conditions For Product and Related Services Contracts WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure t for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with s functionally equivalent or superior product or service so that Customer's use is non- infringing. ' 3) Independent Contractor i VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, IT IS FURNISHING SERVICES IN THE CAPACITY.OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER, DIR OR THE STATE OF TEXAS. B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. VENDOR AGREES AND ACKNOWLEDGES THAT VENDOR ITS EMPLOYEES, REPRESENTATIVES, ' AGENTS OR SUBCONTRACTORS SHALL NOT BE ENTITLED TO ANY STATE BENEFIT OR BENEFIT OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. THE CUSTOMER AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE . PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT i INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, ' THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR 07/13/11 Page 13 of 2422 l s s Appendix A Standard Terms and Conditions For Product and Related Services Contracts g WORKERS' COMPENSATION OR EXPECTATIONS OF BENEFITS BY VENDOR, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS IN ITS PERFORMANCE UNDER THIS CONTRACT. g VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. C. Vendor Certifications Vendor certifies that it and its designated Order Fulfillers: (i) have not given, offered to give, and do not intend to.give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State of Texas and are not ineligible to receive payment X under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State is of Texas, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the x preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi)to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect >` on the ability to fulfill their obligations under the Contract; (vii) are not suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order#13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (x) Vendor agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xi) Vendor certifies that they are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xii) Vendor certifies for itself and its subcontractors that it has identified all current or former, within the last five years, employees of the State of Texas assigned to work on the DIR Contract 20% or more of their time and has disclosed them to DIR and has disclosed or does not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the name and other 07/13/11 Page 14 of 2422 i 3 Appendix A o- Standard Terms and Conditions For Product and Related Services Contracts F pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; (xiii) Vendor represents and warrants that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest and certifies that it will not reasonably create the appearance of impropriety, and, if these facts change during the course of the # Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the actual or potential conflict of interest and any circumstances which create the appearance of impropriety; (xiv) Vendor represents and warrants that the Customer's payment to f Vendor and Vendor's receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; (xv) under Section 2155.006, Government Code, Vendor certifies that the individual or business entity in this contract is not ineligible to receive the specified contract and acknowledges E that this contract may be terminated and payment withheld if this certification is inaccurate; and (xvi) Vendor certifies that it has complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures.. In addition, Vendor acknowledges the applicability of§2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. During the term of the Contract, Vendor shall, for itself and on behalf of its subcontractors, promptly disclose to DIR all changes that occur to.the foregoing certifications, representations and warranties. Vendor.covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties. D. Ability to Conduct Business in Texas Order Fulfiller shall be an entity authorized and validly existing under the laws of its state of organization, and shall be authorized to do business in the State of Texas. E. Equal Opportunity Compliance Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision-making authority. r F. Use of Subcontractors s< If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. A revised Subcontracting Plan shall be required before Vendor can engage additional 1 07/13/11 Page 15 of 2422 4; F i s Appendix A Standard Terms and Conditions For Product and Related Services Contracts subcontractors in the performance of this Contract. Vendor shall remain solely responsible for the performance of its obligations under the Contract. G. Responsibility for Actions 1) Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. 2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the disclosures under Item 18 of Appendix A to the RFO and/or Section 9.C. =e (xii) and (xiii), Vendor Certifications of this Appendix A to the Contract change. Vendor covenants to fully cooperate with DIR to update and amend the Contract to accurately disclose employment of current or former State employees and their relatives and/or the status of conflicts of interest. H. Confidentiality 1) Vendor acknowledges that DIR and Customers that are state agencies are government agencies subject to the Texas Public Information Act. Vendor also acknowledges that DIR and Customers that are state agencies will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract, DIR may provide Vendor with information E' related to Customers. Vendor shall not re-sell or otherwise distribute or release Customer information to any party in any manner. I. Security of Premises,Equipment, Data and Personnel Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as "Data") belonging to the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel,premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and/or l Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and E` its contents when such damage is caused by its employees or subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer's security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement. i J. Background and/or Criminal History Investigation f Prior to commencement of any services, background and/or criminal history investigation x of the Vendor and/or Order Fulfiller's employees and subcontractors who will be providing services to the Customer under the Contract may be performed by certain Customers having legislative authority to require such investigations. Should any employee or subcontractor of the Vendor and/or Order Fulfiller who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. 07/13/11 Page 16 of 2422 i 1 Appendix A Standard Terms and Conditions For Product and Related Services Contracts ti i K. Limitation of Liability For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State of Texas, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor's liability shall not apply to claims of patent, trademark, or copyright infringement. i L. Overcharges Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq. M. Prohibited Conduct Vendor represents and warrants that, to the best of its knowledge as of the date of this certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation or institution has: (1)violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the Request for Offer directly or indirectly to any competitor or any other person engaged in such line of business during the procurement for the Contract. N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises and/or t use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that are A+ financially rated and duly licensed, admitted, and ' authorized to do business in the State of Texas. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect e through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: z 1) Commercial General Liability k Commercial General Liability must include a combined single limit of$500,000 per occurrence for coverage A, B, & C including products/completed operations, where i k 07/13/11 Page 17 of 2422 q p F i i s E Appendix A Standard Terms and Conditions For Product and Related Services Contracts 4 appropriate, with a separate aggregate of $500,000. The policy shall contain the following provisions: a)Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; d) 30-day Notice of Termination in favor of DIR and/or Customer; and e) Waiver of Transfer Right of Recovery Against Others in favor of DIR and/or Customer. s t 2) Workers' Compensation Insurance Y Workers' Compensation Insurance and Employers' Liability coverage must include limits consistent with statutory benefits outlined in the Texas Workers' Compensation k Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for Employers' Liability of$250,000 bodily injury per accident, $500,000 bodily injury disease policy limit and $250,000 per disease per employee. z 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non-owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for k bodily injury and property damage. Alternative acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of DIR and/or Customer: a) Waiver of Subrogation; b) 30-day Notice of Termination; and c)Additional Insured. f O. Use of State Property '' Vendor is prohibited from using the Customer's equipment, the Customer's Location, or any other resources of the Customer or the State of Texas for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State of Texas long distance services. Any charges incurred by Vendor using the Customer's equipment for any purpose other thanperforming services under this Agreement must be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. ' Such use shall constitute breach of contract and may result in termination of the contract ' and other remedies available to DIR and Customer under the contract and applicable law. P. Immigration i Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any individual(s) hired on or after the effective date of the 1996 Act who will perform any labor or services under this Contract. Nothing herein is intended to exclude I 07/13/11 Page 18 of 2422 gg t F Appendix A Standard Terms and Conditions For Product and Related Services Contracts P compliance by Vendor with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. Q. Public Disclosure I No public disclosures or news releases pertaining to this contract shall be made without prior written approval of DIR. s R. Product and/or Services Substitutions Substitutions are not permitted without the written permission of DIR or Customer. a S. Deceptive Trade Practices; Unfair Business Practices (a) Vendor represents and warrants that neither Vendor nor any of its Subcontractors has =' been (i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations under Chapter 17, Texas Business & Commerce Code, or (ii) has outstanding allegations of any unfair business practice pending in k' any administrative hearing, litigation or other proceeding. (b) Vendor certifies that it has no officers who have served as officers of other entities f who (i) have been found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations or any other unfair business practices or (ii) have outstanding allegations of any unfair business practice pending in any administrative hearing, litigation or other proceeding. 10. Contract Enforcement : A. Enforcement of Contract and Dispute Resolution 1) Vendor and DIR agree to the following: (i) a party's failure to require strict performance of any provision of the Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Travis County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such k dispute unless DIR, Customer, and Vendor agree in writing. Notwithstanding the foregoing, Vendors intend to resolve all billing disputes with Customers in accordance with Chapter 2251, Texas Government Code. B. Termination 1) Termination for Non-Appropriation Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget P 07/13/11 Page 19 of-2422 g, l : it E Appendix A r Standard Terms and Conditions For Product and Related Services Contracts f execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non- appropriation, Vendor and/or Order Fulfiller will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. Assistance organizations 3 and private institutions of higher education do not have the right to terminate for non- appropriation. 2) Absolute Right DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit,. or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; or (iii) Vendor is found by DIR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section I1.A, Notices, of intent to terminate. s 3) Termination for Convenience s DIR or Vendor may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days written notice. A Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 4) Termination for Cause a) Contract Either DIR or Vendor may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, warranty or provision of the Contract, upon the following preconditions: first,the parties must comply with the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non-defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing products or services under the Contract have no power to terminate the 07/13/11 Page 20 of 2422 i s 1 i 1 t i i s Appendix A Standard Terms and Conditions For Product and Related Services Contracts i Contract for default. b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order in accordance with Section 4.13.2 above, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after p complying with Chapter 2260, Texas Government Code, and the dispute remains r unresolved, then the non-defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Purchase Order. 5) Customer Rights Under Termination In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and the Purchase Order issued prior to the termination or expiration of the Contract. The Purchase Order survives the expiration or termination of the Contract for its then effective term. 6) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts due for products or services ordered prior to the effective termination date and ultimately accepted, and 2) any applicable early termination fees agreed to in g' such Purchase Order. C. Force Majeure DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are s within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this provision, such non-performance shall not be deemed a default or aground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. r 11. Notification 3 A. Notices 1' All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to the Contract shall be in writing and shall be validly. given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by t registered or certified mail, or hand delivered, or (ii) three business days after being 1 mailed via United States Postal Service. All notices under the Contract shall be sent to a p 07/13/11 Page 21 of 2422 E s f Appendix A Standard Terms and Conditions For Product and Related Services Contracts E party at the respective address indicated in Section 6 of the Contract or to such other address as such party shall have notified the other party in writing. B. Handling of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: 1 Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15th Street, Suite 1300 Austin, Texas 78701 (512)475-4759, facsimile k 12. Captions The captions contained in the Contract, Appendices, and its Exhibits are intended for f` convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. s, d: 4 4 j' 33G t r f a- t 1 3; tli 3 07/13/11 Page 22 of 2422 f } i } F g e Appendix C f' c Historically Underutilized Business (HUB) Subcontracting Plan i 4; f� E fi f % is � 4*, f� 2 } 1p i E r xC�TEO,cc� HUB SUBCONTRACTING PLAN (HSP) In accor Gov't Code§2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore, respondents,including State of Texas certified Historically Underutilized Businesses(HUBs), must complete and submit a State of Texas HUB Subcontracting Plan (HSP)with their solicitation response. s NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Gov't Code i §2161.252(b). The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goals " is specified in the State of Texas Disparity Study. The HUB goals defined in 34 TAC§20.13 are: 11.9 percent for heavy construction other than building contracts, ) 261 percent for all building construction, including general contractors and operative builders contracts, 57.2 percent for all special trade construction . contracts,20 percent for professional services contracts,33 percent for all other services contracts,and 12.6 percent for commodities contracts. : --Agency Special Instructions/Additional Requirements -- For assistance contact the HUB Coordinator at bernadefte.davis(cDdir.state.tx.us.For additional help an instructional video on how to complete the HUB Subcontracting Plan is available on the Texas Comptroller of Public Accounts web site at: hftp://www window state tx us/procurement/grog/hub/hub-subcontracting-plan/ ) If you are not subcontracting any portion of the contract,the self performance justification statement must be completed. (section 9) I a If you are subcontracting,your supporting documentation of the good faith effort must be included with your response.(section 7)Please label the section that includes the supporting documentation. j Failure to comply may result in your response being rejected. • - RESPONDENT AND SOLICITATION INFORMATION a. Respondent(Company)Name: Cellco Partnership dlbla Verizon Wireless and its related entities on State of Texas VID M 1223723921000 Attachment 1 that provide service thereunder ; Point of Contact: Russ Brown Phone#: 210.347-1406 b. Is your company a State of Texas certified HUB? ❑-Yes ®-No c. Solicitation#: DIR-SDD-TMP-169 • - SUBCONTRACTING INTENTIONS After having divided the contract work into reasonable lots or portions to the extent consistent with prudent industry practices,the respondent must determine what portion(s)of work,including goods or services,will be subcontracted. Note:In accordance with 34 TAC§20.12.,a'Subcontractor means a person who contracts with a vendor to work,to supply commodities,or contribute toward completing work for a governmental entity. Check the appropriate box that identifies your subcontracting intentions: k ❑ Yes,I will be subcontracting portion(s)of the contract.. (If Yes,in the spaces provided below,list the portions of work you will be subcontracting,and go to page 2.) t ® No,I will not be subcontracting any portion of the contract,and will be fulfilling the entire contract with my own resources. (If No,complete SECTION 9 and 10.) Line Item#-Subcontracting Opportunity Description Line Item#-Subcontracting Opportunity Description ( #1) (#11) - (#2) (#12) - ( #3) (#13) - + ( 94) (#14) - ( #5) - (#15) - t i (#6) (#16) - ( #7) - (#17) - x (#8) (#18) - t f t F F. { (#10) - 1(#20) - *If you have more than twenty subcontracting opportunities, a continuation page is available at httn:llwww.window.state.tx.uslarocurementlproglhublhub- formslHUBSubcontractingPlanContinuationPagel.doc i i i 3 f i 1 I s I 3 i k s i 7 3 I } i ) Enter your company's name here: Verizon Wireless(as identified in Attachment 1) Solicitation#: DIR-SDD-TMP-169 IMPORTANT: You must complete a copy of this page for each of the subcontracting opportunities you listed in SECTION 2. You may photocopy this page or download copies at http•//www window state tx us/urocurement/prog/hub/hub-forms/HUBSubcontracdn_-qPlanContinuationPage2.doc. 1 • - SUBCONTRACTING OPPORTUNITY Enter the line item number and description of the subcontracting opportunity you listed in SECTION 2. Line Item# Description: • - MENTOR-PROTEGE PROGRAM If respondent is participating as a Mentor in a State of Texas Mentor Protege Program,submitting their Protege(Protege must be a State of Texas certified HUB)as a subcontractor to perform the portion of work(subcontracting opportunity)listed in SECTION 3,constitutes a good faith effort towards that specific portion of work. Will you be subcontracting the portion of work listed in SECTION 3 to your Protege? ❑-Yes(If Yes,complete SECTION 8 and 10.) ®-No I Not Applicable(If No or Not Applicable,go to SECTION 5.) • • PROFESSIONAL SERVICES CONTRACTS ONLY This section applies to Professional Services Contracts only. All other contracts go to SECTION 6. Does your HSP contain subcontracting of 20%or more with HUB(s)? ❑-Yes(If Yes,complete SECTION 8 and 10.) ®-No 1 Not Applicable(If No or Not Applicable,go to SECTION 6.) In accordance with Gov't Code§2254.004, 'Professional Services"means services:(A)within the scope of the practice, as defined by state law of accounting,architecture; landscape architecture;land surveying;medicine;optometry,•professional engineering;real estate appraising;or professional nursing,or(B)provided in connection with the professional employment or practice of a person who is licensed or registered as a certified public accountant;an architect;a landscape architect,a land surveyor,a physician, including a surgeon;an optometrist,a professional engineer,a state certified or state licensed real estate appraiser,or a registered nurse. • - NOTIFICATION OF SUBCONTRACTING OPPORTUNITY Complying with a,b and c of this section constitutes Good Faith Effort towards the portion of work listed in SECTION 3. After performing the requirements of this section,complete SECTION 7,8 and 10. a. Provide written notification of the subcontracting opportunity listed in SECTION 3 to three(3)or more HUBs. Use the State of Texas'Centralized Master Bidders List(CMBL), found at http://www2.cpa.state.tx.ustcmbYcmblhub.html, and its HUB Directory, found at htto:llwwwZcpa.state.tx.us/cmbyhubonlv.html, to identify available HUBs.Note:Attach supporting documentation(letters phone lops fax transmittals electronic mail etc.)demonstrating evidence of the good faith effort performed. b. Provide written notification of the subcontracting opportunity listed in SECTION 3 to a minority or women trade organization or development center to assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members/participants. A list of trade organizations and development centers may be accessed at http://www.window.state.tK.ustorocuremendprog/hub/mwb-links-1/. Note: Attach supportina documentation (letters, phone logs, fax transmittals electronic mail,etc.)demonstrating evidence of the good faith effort performed. c.Written notifications should include the scope of the work,information regarding the location to review plans and specifications,bonding and insurance requirements, required qualifications,and identify a contact person. Unless the contracting agency has specified a different time period,you must allow the HUBs no less than five (5) working days from their receipt of notice to respond, and provide notice of your subcontracting opportunity to a minority or women trade organization or development center no less than five(5)working days prior to the submission of your response to the contracting agency. • - HUB FIRMS CONTACTED FOR SUBCONTRACTING OPPORTUNITY List three(3)State of Texas certified HUBs you notified regarding the portion of work(subcontracting opportunity)listed in SECTION 3.Specify the vendor ID number, date you provided notice,and if you received a response. Note:Attach supporting documentation(letters phone logs fax transmittals electronic mail etc.) demonstrating evidence of the good faith effort performed. Company Name VID# Notice Date Was Response Received? (mmlddlyyyy) 1 1 ❑-Yes ❑-No 1 1 ❑-Yes ❑ No 1 1 0-Yes 0-No • - SUBCONTRACTOR SELECTION List the subcontractors)you selected to perform the portion of work(subcontracting opportunity)listed in SECTION 3. Also,specify the expected percentage of work to be subcontracted,the approximate dollar value of the work to be subcontracted,and indicate if the company is a Texas certified HUB. Expected% Approximate Texas Company Name 'AD# of Contract Dollar Amount Certified HUB? "�o $ 0-Yes 0-No* u E % $ ❑-Yes ❑-No* F *If the subcontractor(s)you selected is not a Texas certified HUB,provide written justification of your selection process below: : I i 3 I i j g: t k j Enter your company's name here: Solicitation#: DIR-SDD-TMP-169 • - SELF PERFORMANCE JUSTIFICATION (If you responded"No"to SECTION 2,you must complete SECTION 9 and 10.) j Does your response/proposal contain an explanation demonstrating how your company will fulfill the entire contract with its own resources? `i ®-Yes If Yes,in the space provided below,list the specific pagetsection of your proposal which identifies how your company will perform the entire contract with its own equipment,supplies,materials and/or employees. i 3 []-No If No,in the space provided below,explain how your company will perform the entire contract with its own equipment,supplies,materials, and/or employees. i I t Pease see attached Letter of Intent—HUB Utilization Plan i s i E {gi S S f • � - AFFIRMATION As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and supporting documentation submitted with the HSP are true and correct.Respondent understands and agrees that,if awarded any portion of the solicitation: a • The respondent must submit monthly compliance reports(Prime Contractor Progress Assessment Report—PAR)to the contracting agency,verifying their compliance with the HSP, including the use/expenditures they have made to subcontractors. (The PAR is available at http://www.window.state.tx.uslprocuremenbarop/hub/hub-formslprogressassessmentrpt xls). • The respondent must seek approval from the contracting agency prior to making any modifications to their HSP. If the HSP is modified without the contracting agency's prior approval,respondent may be subject to debarment pursuant to Gov't Code§2161.253(d). • The respondent must,upon request,allow the contracting agency to perform on-site reviews of the company's headquarters and/or work-site where services i are to be performed and must provide documents regarding staff and other resources. j i Executive Director- signature on file Todd Loccisano Enterprise&Govt Contracts Signature Printed Name Title Date t 4 I Verizon Wireless Pricing and Equipment Proposal Definitions: Attainment Tier: The range of total Government Subscriber voice and data lines,and M2M Line with a monthly access fee of$34.99 or higher,that i are activated under the resulting Agreement at any time,including the lines of participating parents and affiliates as per the"Purchases by Parents and Affiliates"section in the resulting Agreement. Customer's initial Attainment Tier is indicated in the checked box below. Government Subscriber: An employee of Customer utilizing Wireless Service whose account is set up in Customer's name and for which Customer bears payment responsibility. ° Equipment: Wireless telephones,data modems and similar devices and ancillary accessories used in conjunction with Wireless Service. Wireless Service: Each and every radio service provided directly or indirectly by Verizon Wireless. Eligible Plan(s): Any generally available Verizon Wireless voice, data or M2M plan with a monthly access fee of$34.99 or higher that does not prohibit discounts. Eligible Data Feature(s):Any generally available Verizon Wireless data feature with a monthly access fee of$24.99 or higher,added to an Eligible Calling Plan,that does not prohibit discounts. Machine to Machine Service("M2M Service"): M2M refers to use of the Wireless Service for the transmission of data between wireless devices and computer servers or other machines,or between wireless devices,with limited or no manual intervention or supervision. M2M Line(s): An individual line of M2M Service used under this Pricing and Equipment Proposal which is set up in Customer's name and for which Customer bears responsibility. Plans,Features, Rates and Charges: The voice, data or M2M plan and any options,features or applications that are selected by the Customer determine the applicable rates, charges, allowance of minutes or megabytes and Wireless Service coverage area for each line. Some plans may have restrictions on the type of Equipment that can be activated on them. Information about retail plans, options, features, and applications(i.e., those that Verizon Wireless makes generally available to consumers or business customers) and their terms and conditions may be obtained at Verizon Wireless stores, on verizonwireless.com or from Verizon Wireless business sales representatives. The voice, data or M2M plan monthly access fees and non-promotional allowance of minutes and/or megabytes for each line will not change during the Line Term as long as Customer does not change plans on that line. Other rates,charges and fees, including but not limited to charges for options,features, applications and 411 Connect,may be changed following 30 days'written notice. Verizon Wireless may discontinue any retail plans,options,features and applications for new activations without notice. If Customer changes or upgrades Equipment,Verizon Wireless may require it to change to a then-current plan that is compatible with the changed or upgraded Equipment. Customer may not activate Equipment purchase at a discount from Verizon Wireless on M2M Lines. Government discounts and pricing may not be available to purchases made through agents or at retail store locations. Attainment Tier and Discount Changes: If Customer does not achieve at least the lower end of its initial Attainment Tier within 180 days after the Effective Date of the Agreement or thereafter falls below the lower end of its Attainment Tier for 2 consecutive months,Verizon Wireless may adjust the monthly access fee discount for Government Subscribers and M2M Lines and other benefits under the Agreement,consistent with the applicable lower Attainment Tier. If Customer exceeds its Attainment Tier for at least 2 consecutive months, Verizon Wireless will adjust the Government Subscriber and M2M Line monthly access fee discount and other benefits under the Agreement, consistent with the applicable higher Attainment Tier if Customer so requests in writing to Verizon Wireless. Term of Lines("Line Term"): The term for each line(the"Line Term")begins on the date Wireless Service is activated for that line and continues for the period required by the calling plan or Equipment selected for that line(usually 1 year). Line Term extensions are required when Customer:(a) takes advantage of promotions or services that require a Line Term extension; or (b) purchases or upgrades Equipment except for ancillary accessories used in conjunction with Wireless Service. When the Line Term expires, Wireless Service continues on a month-to-month basis. Activation fees are waived for Government Subscribers on voice and data plans and for M2M Lines. Early Termination Fees("ETF"): ETFs are waived for Government Subscribes. M2M Management Center: The Machine-to-Machine Management Center ("M2M Management Center") provides Customer with the ability to remotely monitor and manage its M2M devices. If Customer desires to access and use the M2M Management Center,it must so request in writing, and Verizon Wireless shall provision the M2M Management Center on Customer's account. Applicable rates and charges,if any,shall be set forth in this Addendum.The M2M Management Center may be provided by Verizon Wireless'third party supplier nPhase. The set-up time is estimated to take four to six weeks. The rights granted to Customer herein for access to and use of the M2M Management Center are specific to Customer and may not be transferred to another party without Verizon Wireless' prior written consent. Verizon Wireless and nPhase retain full and exclusive ownership of all intellectual property rights associated with the M2M Management Center including any alterations,modifications,improvements and derivative works thereof.The limitation of liability,limitation of damages and disclaimer of warranties sections of the Agreement apply to nPhase and to services provided hereunder by nPhase. This Verizon Wireless offer supersedes all previous offers to the State of Texas,Department of Information Resources. Immill M-1 .1. 31 BRIT W. , REl-039TIFIRM 23% Version 08032011 November 30,2011 This offer is valid for 120 days from the date of subr>ission. Data Fumished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part ForAny Purpose OtwThan To Evaluate The Document Page 1 of 21 pEgpg f Nationwide • Calling Plans en available)and Nationwide for Business Calling Plans are eligible for monthly access fee discounts and promotions(wh Unlimit9 •• NationalMobile • Mobile No Domestic Roaming or Long Distance Charges Unlimited Text Messages for Talk&Text Plans ' nyt me Talk Talk&Text e " P Mo thlM mute Friends amityRa e�After t Voice Minutes ( p to 10 _ Allowances 450 $39.99 $59.99 Included w/Share* 900 $59.99 $79.99 1350 $79.99 $99.99 2000 $99.99 $119.99 $0.25 4000 $149.99 $169.99 Included* 6000 $199.99 $219.99 Share Option $5 additional monthly access per line Data Sent or Received $1.99/MB or per data package" Notes: Current coverage details can be found at www.verizonwireless.com. See attached Calling Plan and Feature Details for important information about calling plans,features and options. *Friends&Family eligibility varies on selected calling plan. **3G Smartphones and 3G Multimedia Phones require a data package.These plans are not eligible for discounts on month to month activations. Nationwide Calling Plans UnlimitedNationwide Calling Plans are eligible for monthly access fee discounts and promotions(when available)and include: National Mobileto Mobile No Domestic Roaming or Long Distance Charges Unlimited Text Messages for Talk&Text Plans Talk Talk & Text Frle ds& Peter- Monthly Family Minute An time Minutes .. 05 Rate A erg f 3 m rs Allowance: I 450 $39.99 $59.99 Not Included 900 $59.99 $79.99 $0.40 Unlimited** $69.99 $89.99 Included* N/A i Data Sent or Received $1.99/MB or per data package" Notes: Current coverage details can be found at www.vedzonwireless.com.See attached Calling Plan and Feature Details for important information about calling plans,features and options. *Friends&Family eligibility varies on selected calling plan. **3G Smartphones and 3G Multimedia Phones require a data package.These plans are not eligible for discounts on month to month activations. **Nationwide Unlimited Anytime Minute Plans are 6 not eligible for monthly access fee discounts. « i 3 « i f 1 i f i a i November 30,2011 This offer's vald for 120 days from the date dsubmission. ! Data Fumished In This Document Shall Not Be Duplicated,Used,Or Disdosed In whole Or In Part ForAny Purpose OlherThan To EvaluateThe Document Page 2 of 21 I i i Nationwide eligibleNationwide Small Business SharePlans are promotions (when available)and include:.MUM. - .. . Shared Mony Talk Talk & Text WART Maximumi# Per-flAmute aFam.ly An ime oVLRa (Upto10'� x: • ines Allowances x.oice Minutes: 700 $69.99 $99.99 5 $0.45 Not Included 1400 $89.99 $119.99 5 $0.40 2000 $99.99 $129.99 5 $0.35 3000 $149.99 $179.99 5 $0.25 4000 $199.99 $230.99 8 $0.25 6000 $274.99 $305.99 10 $0.25 Included' 7500 $424.99 $455.99 15 $0.25 10000 $544.99 $575.99 20 $0.25 15000 $804.99 $835.99 30 $0.25 20000 $1084.99 $1115.99 40 $0.25 30000 $1609.99 $1640.99 50 $0.25 Add a Line** $9.99 $9.99 or$15.99 Data Sent or Received $1.99/MB or per data packaget Notes: Current coverage details can be found at www.verizonwireless.com. See attached Calling Plan and Feature Details for important information about calling plans,features and options. Only primary lines are eligible for monthly access fee discounts.These plans are not eligible for discounts on month to month activations.Monthly Access Fees are for two lines of service.If the maximum number of lines associated with the Shared Monthly Anytime Minutes tier is exceeded, Customer will automatically be migrated to the lowest Shared Monthly Anytime Minutes tier that supports their number of lines. *Friends&Family eligibility varies on selected calling plan.**All additional lines on a Talk&Text Plan with a Shared Monthly Anytime Minute allowance for 3,000 minutes or less are $9.99 each, for 4,000 minutes or more adding a line is $15.99 each. t3G Smartphones and 3G Multimedia Phones require a data package. November 30,2011 This offer is valid for 120 days from the date of submwicn. Data Furnished In This Dccurnwt Shag Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 3 of 21 5 Custom of The suite of Custom State of Texas Plans are not available to any retail customers. Therefore,these plans are not shown with a percentage discount off of retail. However,these plans,custom built for the State of Texas,DIR RFO#DIR-SDD-TMP-089,have more included minutes for a much lower monthly access charge compared to the most similar plans available to our retail customers. These plans have very high effective savings when compared to our most similar retail plans that results in these plans presenting our best possible value to the State and eligible customers. l Custom State of Texas Calling Plans are not eligible for any other discounts or promotions. State of Texas Government Subscribers only Plan Description Texas Flat Rate Texas Texas 100 200 Standard Monthly Access Fee $3.99 $19.99 $21.99 Home Airtime Minutes 0 100 200 Night and Weekend Minutes $10 for 1000 minutes or Unlimited Included Unlimited Included $20 for Unlimited IN Calling Minutes $10 for 1000 minutes or Unlimited Included Unlimited Included $20 for Unlimited Push To Talk Unlimited One to One and Group Calling $10.00 additional monthly access fee per line Verizon Wireless Included Domestic Long Distances Included TXT Messages2 0 200 200 Access Discounts Do not apply. Per Minute Rate $0.08 $0.35 $0.35 over allowance Verizon Wireless Included for calls placed within the State of.Texas Long Distance Roam Rate3 $0.50(includes Verizon Wireless'Domestic Long Distance for calls made (per minute throughout the 50 states) Custom Regional Data Option4 $44.99 $44.99 $44.99 Regional Share Option4 NIA $3.00 $3.00 Note:These plans include a home airtime area that encompasses the Verizon Wireless America's Choice network in Texas. Our America's Choice network includes Verizon Wireless'network and the network of select roaming partners. Please see coverage map for more information. Please see Calling Plan Features for included and additional features; Verizon Wireless Calling Plan Terms and Conditions apply. 1-Applies to calls made when in the fifty U.S. states. 2-Text Messaging terms and conditions apply. 3-The Roam Rate applies while outside of the State of Texas home airtime rate area in United States and Canada. 4-Share Option: Sharing is available only among Government Subscribers on the Custom State of Texas Local calling plans choosing the Share Option. Sharing on these calling plans is for voice anytime minutes only. Customer must maintain a minimum of five(5) Government Subscriber lines, all choosing a qualifying plan with Share Option. Verizon Wireless reserves the right to remove the Share Option from all Subscribers if the 5 Subscriber minimum is not met at any time. Sharing may only be available among Subscribers activating Wireless Service in the same Verizon Wireless market or group of markets(geographic regions may contain multiple Verizon Wireless markets). Sharing may require all Subscribers to be on the same billing account.Each sharing Subscriber's unused anytime minutes will pass to other sharing Subscribers that have exceeded their anytime minutes during the same monthly billing period(IN Calling minutes and Night and Weekend minutes do not share). Each sharing Subscriber's Monthly Anytime Allowance Minutes apply first to that line.Unused Monthly Anytime Minutes are then shared with other sharing Subscribers that have exceeded their Monthly Anytime Allowance in order of highest usage. November 30,2011 This offer is valid for 120 days from the date of subrression. Data Furnished In This D=uient Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part ForAny Purpose OfherThan To Evaluate The Document Page 4 of 21 t D ; p4 9{ 1 i i Nationwide Flat Rate Calling Plans The Nationwide Flat Rate Ca • Plans are NOT eligiblefor • discounts and promotions i Monthly Anytime Voice Minutes Government Subscriber Monthly Access Fee 0 $11.99 Per Minute Rate $0.25 Data Sent or Received $1.99/MB or per data packaget Notes: Current coverage details can be found at www.vedzonwireless.com.See attached Calling Plan and Feature Details for important information about calling plans,features and options.13G Smart hones and 3G Multimedia Phones require a data package. I 3 i 3 1 S I i i i i f i i I i i a i i November 30,2011 This offer is valid for 120 days from the date of sub wion. Data Famished In This Document Shat Not Be Duplicated,Used,Or Dkbsed In Whole Or In Pad For Any Purpose Other Than To Evaluate The Document Page 5 of 21 1, Nationwide Plus Canada Calling Plans eligibleNationwide Calling Plans are . . . include:1000 National Mobile to Mobile Calling Minutes 1000 Night&Weekend Minutes No •. g or Long . Puertoand the U.S.(Including Rico) Monthly Anytime Voice Minutes Monthly Access Fee Friends B F mil Ar M�nuf�e R e numberszAfter�A(lowance 450 $59.99 Not Included $0.45 900 $79.99 $0.40 1350 $99.99 $0.35 { 2000 $119.99 Included' $0.25 4000 $169.99 $0.25 6000 $219.99 $0.20 Data Sent or Received $1.99/MB or per data packaget Notes: Current coverage details can be found at www.verizonWreless.com.Anytime minutes,Night and Weekend Minutes,and per minute rates are { for use from within the Nationwide Plus Canada rate and coverage area. Mobile to Mobile Calling Minutes are for use from within the Nationwide Plus Canada rate in coverage area in the U.S.and Puerto Rico.See attached Calling Plan and Feature Details for important information about calling plans, features and options. Roaming in Canada outside of the Nationwide Plus Canada Rate and Coverage Area is$0.69 per minute.'Friends&Family r eligibility varies on selected calling plan. In the Canadian Broadband and Canadian Enhanced Services Rate and Coverage areas, usage will be € charged at the rate of$0.002 per KB or$2.05 per MB.These plans are not eligible for discounts on month to month activations.13G Smartphones and 3G Multimedia Phones re uire a data package. Nationwide Plus Mexico Calling Plans MobileNationwide Calling Plans are eligible for monthly access fee discounts and promotions(when available)and include: Unlimited U.S. . Mobile Calling Minutes 1000 U.S. Night&Weekend Minutes . Domestic Roaming or Long Distance Charges to Mexico and the U.S.(Including Puerto Rico) Friends&Family Per Minute Ra e Monthly Anytime Voice Minutes Monthly Access Fee ', U oto 5;numbeis .�, Afte_r Allow_a.cep t t 450 $54.99 Not Included $0.45 900 $74.99 $0.40 1350 $94.99 $0.35 2000 $114.99 Included' $0.25 t 4000 $164.99 $0.25 g 6000 $214.99 F $0.20 Data Sent or Received $1.99/MB or per data package' Notes: Current coverage details can be found at www.vedzonwireless.com.Anytime minutes,Night and Weekend Minutes,and per minute rates are for use from within the Nationwide Plus Mexico rate and coverage area. Mobile to Mobile Calling Minutes are for use from within the Nationwide Plus Mexico rate in coverage area in the U.S.and Puerto Rico.See attached Calling Plan and Feature Details for important information about calling plans, features and options. Roaming in Mexico outside of the Nationwide Plus Mexico Rate and Coverage Area is $0.99 per minute. 'Friends& Family eligibility varies on selected calling plan In the Mexican Broadband and Mexican Enhanced Services Rate and Coverage areas,usage will be charged . at the rate of$0.005 per KB or$5.12 per MB.Verizon Wireless reserves the right to migrate subscribers on the Nationwide Plus Mexico service to the Nationwide for Business Calling Plan if subscribers have less than half of their usage on the Verizon Wireless Nationwide and National Mobile to Mobile Service Rate and Coverage Area over three consecutive billing cycles. These plans are not eligible for discounts on month to month activations.t3G Smart hones and 3G Multimedia Phones require a data package. ff i, 5 i i s e November 30,2011 This dler is valid for 120 days from the date c(submission. Data Fumshed In This Document Shall Not Be Duplicated,Used,Or Dsdosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 6 of 21 ) jg4 3 Data • Requirements The Data Packages • • •r monthly access fee discounts and promotions, Data for • and Smartphones Monthly Access Per Line when Optional Data Allowance Rate After Allowance Compatible wilh server based email .•• • to an eligiblevoice solutJons N/A -0- $1.99 per MB N/A $10.00 75 MB $10.00 per each additional 75 MB of N/A usage $30.00* 2 GB** $15.00 _ f $50.00 5 GB** $10.00 per each additional GB of Included s $80.00 10 GB** usage Included i Additional Data nce '•• • • Access .rr •. •. . .r. r r• ' '•• • i • • .Mobile Broadband r • Connect 2GB $10.00 per each additional GB of usa e Notes:Current coverage details can be found at www.verizonwireless.com. See attached Calling Plan and Feature Details for important information about calling plans, features and options. NationalAccess Roaming will be charged at$0.002 per KB(Canada)and$0.005 per KB(Mexico). *The $30.00/2GB data package is eligible for monthly access fee discounts when combined with select Business calling plans.**Smartphone Subscribers require a data package with a minimum allowance of 21313. Personal Email Feature is included with all data packages contained herein.These plans 4 are not eligible for discounts on month to month activations. 4G Mobile Broadband Plans for Internet browsing,email,or The 4G Mobile Broadband Plans are eligible for monthly access fee discounts. 413 Mobile Broadband Monthly Access Fee $50.00 $80.00 i I MB Allowance 5GB 10GB Overage Rate $10.00 per GB Notes: 4G and 313 Mobile Broadband coverage details can be found at www.verizonwireless.com. 4G service requires 413 equipment and 4G coverage. Typical 4G speeds: 5 to 12 Mbps download, 2 to 5 Mbps upload. When traveling in the 3G Coverage Area, you can expect download g speeds of 600 Kbps to 1.4 Mbps and upload speeds of 500 to 800 Kbps.When traveling in the Extended 313 Coverage Area,you can expect download speeds of 400 to 700 Kbps and upload speeds of 60 to 80 Kbps.Outside the Mobile Broadband Rate and Coverage Area,the NationalAccess network allows connections at typical speeds of 60 to 80 Kbps. See the Calling Plan and Feature Details in the Agreement or contact your Verizon Wireless sales rep for important information about calling plans, features and options. * Monthly Access Fee discounts on these Plans are available for Government Subscribers only. t ) t 3 i t f i 3 November 30,2011 This olfer is valid for 120 days from the date ofsubrrissicn. Data Fumished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 7 of 21 t k I Mobile • , • • . • Data Plans t promotions,when available. 4The Mobile .• • Data • •le for monthly access fee discounts Mobile Broadband Pricing for Tablets,•Netbooks,4G LTE Modems,3G&4G LTE Dedicated Mobile Hotspots r Monthly Access Fee $50.00 $80.00 Monthly Allowance 5 GB 10 GB Per GB Rate After Allowance $10.00 per each additional GB of usage NationalAccess Roaming $0.002 per KB Canada/$0.005 per KB Mexico F Per Minute Ratett $0.25 per minute Domestic Long Distance Included Notes: Current coverage details can be found at www.verizonwireless.com. See attached Calling Plan and Feature Details for important information about calling plans,features and options.4G and 3G Mobile Broadband coverage details can be found at www.verizonwireless.com. 4G service requires 4G equipment and 4G coverage.*The$30.00/2GB plan is not eligible for monthly access fee discounts.TThe$30.00 2GB plan i is not available with 4G LTE modems(USB and embedded Notebooks,and is not available with 3G and 4G LTE Dedicated Mobile Hotspots. ttPer Minute Rate applies to voice calls, IS-95 and other non-NationalAccess data usage in the United States. These plans are not eligible for discounts d' on month to month activations. Mobile Broadband Hotspot Data Plans The Mobile Broadband Hotspot Data Plans are eligible for monthly access fee discounts and promotions,when available. Mobile Dedicated Hotspot and Mobile Broadband Connect Plans PhonesAll Feature .p.••of •• •Broadband •nnect, Mobile Hotspotor both(includes Netbcok, 11 and Five Spot •b Monthly AccessFee $20.00 $50.00 $80.00 Monthly Allowance 2GB 5 GB 10 GB Per GB Rate After Allowance $10.00 NationalAccess Roaming $0.002per KB Canada/$0.005 per KB Mexico Per Minute Ratet $0.25 per minute a Domestic Long Distance IIncluded t; Notes:Current coverage details can be found at www.vedzonwireless.com.See attached Calling Plan and Feature Details for important information about calling plans, features and options. *Monthly Access Fee discounts on these Plans are available for Government Subscribers only. Mobile Broadband Connect is currently available on select voice and data devices, and provides Mobile Broadband/NationalAccess service utilizing the device as a modem. A mobile office kit,VZAccess Manager Software,a cable for tethering and/or a software update may be required. Bluetooth@ is not supported with Mobile Broadband Connect. tPer Minute Rate applies to voice calls, IS-95 and other non-NationalAccess data usage in the United States. These plans are not eligible for discounts on month to month activations. t z p• s E' a l S` e t. Nover ter30,2011 This offers valid for 120 days from the date of submission. Data Fumshed In This Document Shall Not Be Duplicated,Used,Or Dsdosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 8 of 21 r. j x Enterprise . • • Enterprise Messaging is NOT eligible for monthly access fee discounts. Mes�saging,Allowance Enterprise Messaging Monthly Access Fee -A'Per�M�ssage RatenAfter� : standard text messaging rates apply for recipients) 100,000 $200.00 $0.02 Unlimited $500.00 n/a i 1. ENTERPRISE MESSAGING: In order to protect its network and safeguard subscriber privacy from unsolicited (spam) or objectionable text € messaging, Verizon Wireless employs protective measures, including aggregate message volume limits, content filtering, and speed of service limitations on publicly accessible Internet messaging gateways. Verizon Wireless Enterprise Messaging service allows enterprise accounts to send t aggregate text messages to other Verizon Wireless subscribers while reducing potential delays related to these protective measures. 2.REQUIREMENTS AND RESTRICTIONS: Enterprise Messaging is only available to Customers with at least one hundred(100)active Government Subscribers. Verizon Wireless will provision a Pilot Mobile Phone(described below)and provide access to the Enterprise Messaging Access Gateway (EMAG)online portal to set up and manage the service. Enterprise Messaging can only be used to send messages to Verizon Wireless subscribers. Customer must (a) establish an opt-in process that effectively captures each subscriber's consent to receive Customer's messages, informs $ subscribers of the nature and scope of Customer's messaging campaigns and any financial obligations ("Standard Messaging Charges Apply") associated with the messaging; (b) maintain opt-in records for a minimum of six(6) months from the date of a subscriber's opt-in consent; and (c) I immediately complyi with subscriber opt-out requests such as STOP, END, CANCEL, UNSUBSCRIBE,or QUIT incompliance with Mobile Marketing Association (MMA) guidelines (www.mmaelobal.com). Customer can use compatible, properly configured SNPP, WCTP, XML, and SMTP messaging protocols,for which it is solely responsible,for maintaining facilities to monitor its messaging operations or the EMAG portal,to send up to fifteen(15)text messages per second to subscribers. Provision of the EMAG service does not obligate Verizon Wireless to support variations of these protocols,whether those variations are optional within the published protocols or are variations to the published protocols. Customer agrees that:(a) its messaging will comply with applicable industry guidelines (e.g., MMA's Best Practices and CTIA's Wireless Content Guidelines) and Verizon Wireless content standards(www.verizon.com/contentpolicy) as they may be updated from time to time;(b)it will not send messages containing executable files or links to other content or premium or similar messages that require a subscription or surcharge; (c)it will not install,deploy,or use any hardware;firmware,software,or other technology or technique to circumvent Verizon Wireless'messaging network operations protections except as granted under this agreement;and(d)it will not send any objectionable material via Enterprise Messaging or advertise, promote,distribute,or use objectionable material in connection with Enterprise Messaging(for purposes of this agreement,objectionable material includes,but is not limited to material that:(i)is prohibited by any applicable law,rule,or regulation;(ii)contains anything that is obscene or indecent or anything with strong sexual, g explicit,or erotic themes or that links to such content; (iii)contains hate speech; (iv)contains excessive violence;(v)contains extreme profanity; (vi) contains misleading or fraudulent claims;or(vii)promotes or glamorizes alcohol abuse, illegal drug use or use of tobacco products). Consistent with prevailing standards in other content distribution mediums,content in this category that does not satisfy the above may be distributed if included in the context of artistic,educational,medical,news,scientific,or sports material. Customer agrees that its use of Enterprise Messaging will comply with any i applicable local,state,national,and international laws and regulations. i 3.LIMITATIONS: Wireless phones use radio transmissions which by their nature do not permit the delivery of text messages when the wireless phone i is not in range of one of Verizon Wireless's transmission sites or a transmission site of another company that has agreed to carry the calls of Verizon Wireless customers,or if there is insufficient network capacity available to handle the message at that moment. Even within a coverage area,there are many factors that might interfere with the delivery of text messages, including the subscriber's equipment,terrain, proximity to buildings,foliage, and weather. Verizon Wireless also does not own or control all of the various facilities and communication lines between Customer's site and Verizon I Wireless Enterprise Messaging access point. Due to these natural and technological limitations and the limitation in the number of messages that can ¢ be sent(up to fifteen(15)per second), ENTERPRISE MESSAGING SHOULD NOT BE USED AS THE SOLE MEANS TO SEND MESSAGES THAT CONTAIN INFORMATION THAT IS ESSENTIAL TO THE PROTECTION OF LIFE OR PROPERTY, OR IS MISSION ESSENTIAL OR CRITICAL IN OTHER WAYS. 4. CUSTOMER'S ENTERPRISE MESSAGING CONTACT: Customer agrees to provide contact information including a phone number and email address to Verizon Wireless of an Enterprise Messaging contact or contacts,who shall be available during business hours and any other time period that Customer utilizes Enterprise Messaging for the purpose of assisting to resolve service matters and trouble shooting. Customer must provide j written notice of changes to contact information fourteen(14)days prior to such change(s). 5.PILOT MOBILE PHONE: Verizon Wireless shall provide Customer with one pilot mobile phone at no charge to manage password setup and resets. Customer should safeguard the pilot mobile phone in case password resets are needed as Verizon Wireless must rely on regular mail delivery of password resets if the phone is not available(password resets cannot be given over the phone or sent via email). This pilot mobile phone will not be capable of making any voice calls. Customer shall promptly notify Verizon Wireless if the pilot phone is lost, damaged, or stolen..Vedzon Wireless reserves the right to charge Customer for replacement phones. 6.IP ADDRESSES: Enterprise Messaging will be available for up to fifteen(15)public static IP addresses for each messaging protocol the Customer uses. Customer's Authorized Enterprise Messaging Contact shall provide the IP addresses and updates to the addresses in writing on a form provided to Customer by Verizon Wireless. Dynamic IP addresses and IP address ranges are not permitted. i 7.TERMINATION OF SERVICE: VERIZON WIRELESS CAN,WITHOUT NOTICE,LIMIT,SUSPEND,OR CANCEL CUSTOMER'S ACCESS TO OR USE OF THE ENTERPRISE MESSAGE SERVICE OR EMAG IF CUSTOMER VIOLATES THE RESTRICTIONS HEREIN OR FOR GOOD CAUSE which shall include,but is not limited to:(a)breaching the Agreement;(b)spamming or other abusive messaging;(c)using Enterprise Messaging in a way that adversely affects the Verizon Wireless network,its customers,or other customers; d allowing anyone to tamper with messaging applications November 30,2011 This fifer is valid for 120 days from the date of submission. j Data Fumished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 9 of 21 j a in a manner contrary to the terms set forth herein; (e) any governmental body of competent jurisdiction suspends or terminates your service or institutes a requirement,ruling,or regulation that conflicts with this Agreement;or(f)operational or governmental reasons. 8.DISCLAIMER AND LIMITATION OF LIABILITY: CUSTOMER AGREES THAT ENTERPRISE MESSAGING AND EMAG ARE PROVIDED ON AN $$ "AS IS"BASIS AND CUSTOMER'S USE OF ENTERPRISE MESSAGING AND EMAG IS ITS SOLE RESPONSIBILITY. VERIZON WIRELESS(AND ITS OFFICERS, EMPLOYEES, PARENTS, SUBSIDIARIES, AND AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS, VENDORS, AND a SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES FOR ENTERPRISE MESSAGING, EMAG OR TEXT MESSAGE DELIVERY, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. VERIZON WIRELESS DOES NOT WARRANT THAT ENTERPRISE MESSAGING OR EMAG WILL BE WITHOUT FAILURE,DELAY, INTERRUPTION,ERROR,OR LOSS OF CONTENT, DATA,OR INFORMATION. VERIZON WIRELESS SHALL NOT BE LIABLE FOR ANY FAILURE TO PROVIDE ENTERPRISE MESSAGING AND MAKES NO GUARANTEES THAT ANY TEXT MESSAGE WILL BE I DELIVERED. NEITHER PARTY,NOR ITS AGENTS OR VENDORS,SHALL BE LIABLE TO THE OTHER PARTY,ITS EMPLOYEES,AGENTS,OR ANY THIRD PARTY FOR ANY INDIRECT,SPECIAL,CONSEQUENTIAL,INCIDENTAL,OR PUNITIVE DAMAGES. 9. INDEMNIFICATION: Customer shall defend,indemnify,and save harmless Verizon Wireless and its successors,assigns,employees,and agents, and their heirs, legal representatives, and assigns from any and all claims or demands, including claims for bodily injury or death, or damage to property,arising from Customer's use of Enterprise Messaging or EMAG including reasonable counsel fees and costs. 11.SUBJECT TO CUSTOMER'S AGREEMENT: These terms supplement Customer's Agreement as it relates to Enterprise Messaging and EMAG and the terms of such Agreement, are applicable to Customer's use of Enterprise Message and EMAG. If there are any inconsistencies between these terms and Customer's Agreement,these terms shall control with respect to Enterprise Messaging. t t 3 ( f i k f= k 3 j' SiS F ip i 4 I November 30,2011 This offer is valid for 120 days from the date of subrr>ssion. sb$G Data Fumshed In Thr Document Shall Not Be Duplicated,Used,Or D&bsed In Whole Or In Part Forky Purpose 00wThan To Evaluate The Document Page 10 of 21 I i r r ( r j Static IP—Isolated Pool w/Fixed End System (FES) [Internet Restricted] Static IP—Isolated Pool w/Fixed End System(FES)[Internet Restricted]is NOT eligible for monthly access fee discounts. Per Account Level Set-Up One time fee $500.00 i Per Account New Connect Set-Up One time fee $1500.00 Public Safety Subscribers Account Set-Up:Verizon Wireless will waive all account set-up fees including both the$1500.00 connection fee and the$500.00 Static IP address fee for new Public Safety NationalAccess activations only. Note: Static IP is subject to the selected eligible calling plan. Subscribers that are placed into this pool will be limited to utilizing the Verizon Wireless Network for transport to and from their FES connections to the Verizon Wireless Network. In addition to providing an Internet restricted Static IP address customers will also gain the benefit of having mobile-to-mobile traffic denied. Utilization of the Static IP pool will permit the use of an Internet restricted IP address,thus minimizing Customers'risk and potential abuse of the network connection. 'Static IP addresses will be available on remote access, MB and Unlimited NationalAccess plans or features only.Static IP addresses are not available on MOU(Minutes of Use)Plans.2Fees may not apply in certain VPN environments. Fees are per account level(regardless of the number of IPs ordered)selecting Static IP and may apply in addition to$1500.00 Connect Fee in certain configurations. 3Applies to a connection set up that bypasses an existing facility to terminate in a new facility(new connection into the router). Offers an additional layer of security enabling the IP to be identified. Applicable if VZW handles any other dedicated circuit other than the public Internet Cloud (default) Port charge for routing to a new private or dedicated circuit(e.g.landline carrier,point to point DS1,Frame Relay or VPN to VPN Static IP: Static IP addresses will be available on remote access, MB and Unlimited NationalAccess plans or features only. Static IP addresses may be reserved and should be assigned to the mobile numbers within 90 days. De-activated Static IP addresses will go into an "ageing pool"for 24 hours. After 24 hours,these Static IP addresses will be returned to reserved status for the account. Reserved Static IP addresses will be shown at the account level and can be viewed from the billing system. Feature activations will be stored in the "data warehouse"database along with the Static IP Address for reporting. A Static IP address is associated with the device's MDN(Mobile Dialing Number). Each time the subscriber initiates a data session the Static IP address that is associated with their MDN is assigned to their device for each session. Subscribers completing an ESN Electronic Serial Number change will retain their Static IP address. s' i t k f. C S> u. I; I t. f. i, s 'r i t I I S' h November 30,2011 This dfer is valid for 120 days from the date of submission. Data Furnished In This Document Shall Nd Be Duplicated,Used,OrDisclosed In Whole Or In Part For-Any Purpose OlherThan To Evaluate The Document Page 11 of 21 t k: I 4 t Field Force Manager1 The • • Force Manager • of •the Field Force Manager • of 11 are eligible for Monthly Access Fee Discounts. jField Force • w Limited* no voice Monthly Access Fee per Basic Phone Basic* no voiceE $24.99 neruser $29.99 Field Force Manager Featurest Monthly Access Fee per Basic Phone or Smartphone Limited Basic Pro** $15.00 eruser data Ian required $20.00 ger user fdata plan required $25.00 per user data plan req { capableField Force Manager/Push to Talk Bundled Plan*** Monthly Access Fee per Push to Talk $45.00 per user Notes: Current coverage details can be found at www.vedzonWreless.com.See attached Calling Plan and Feature Details for important information I about calling plans,features and options. tField Force Manager("FFM") Features may only be added onto a calling plan with a monthly access fee of$34.99 or higher and the Nationwide Unlimited Push to Talk Calling Plan(monthly access fee discounts do not apply when added to the Nationwide Unlimited Push to Talk Calling Plan). They require a minimum $10.00/75 MB Data Package for Basic Phones and a minimum $30.00/2 GB Data Package for Smadphones. FFM is available on select devices only.*FFM Plans are only available on select Basic Phones and are not available on 3G Smartphones.**FFM Pro is not available on all devices.'Voice calls are blocked on the FFM Plans and FFM/Push to Talk Bundled Plan.If the Block Voice Feature is removed,a per minute rate of$0.25 shall apply for all voice calls.Downloading the FFM application requires approximately 2 MB(megabytes)of data. November 30,2011 This offer is valid for 120 days from the date of submission. Data Furrished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 12 of 21 x 8 Optional Server/Software BES(BlackBerry Enterprise Software)and CAL(Client Access License)sales are not eligible for discounts i Verizon Wireless Number of UsersSKUIPart# MSRP BES Trade-Up Key i Note:This item must be ordered. [NIA PRD-10452-016 $2,899.00 BlackBerry Enterprise Fm crosoft Exchange-20 users PRD-24256 001* $4,099.00 Server Version 5.0 IBM Lotus Domino-20 users PRD-24256-002* $4,099.00 Microsoft Exchange-20 users PRD-10452-001 $4,099.00 BlackBerry Enterprise IBM Lotus Domino-20 users [PRD-10452-003 $4,099.00 E Server Version 4.1 Novell Groupwise-20 users PRD-10452-005 $4,099.00 I crosoft Exchange-5 users PRD-10452-024 $599.00 Mi IBM Lotus Domino-5 users PRD-10452-025 $599.00 i BlackBerry.Professional Microsoft Exchange-10 users PRD-10452-027 $949.00 Software Version 4.1 IBM Lotus Domino-10 users PRD-10452-028 $949.00 1 user PRD-07599-017* $99.00 i 5 users PRD-07599-018* $429.00 10 users PRD-07599-019* $699.00 50 users PRD-07599-020* $3,299.00 BlackBerry Enterprise 100 users PRD-07599-021* $5,999.00 Server&BPS CALs 500 users PRD-07599-022* $27,499.00 1 user PRD-07599-043* $99.00 Small Business Edition(CALs) 5 users PRD-07599-044* $429.00 I *Select Blackberry Client Access Licenses available for purchase through My Business Account and the Verizon Enterprise Center. t I { fE f Y November 30,2011 This offer is valid for 120 days flan the date of submssion. DataFurnished In This Document Shat Not Be Duplicated,Used,OrDisclosed In Whole Or In Part ForAny Purpose Other Than To Evaluate The Document Page 13 of 21 i t Zipit Now . • • Solution 3MB Price Plan This plan has been discounted and is not eligible for any additional discounts or promotions. ZIp it Discounted Monthly Access Fee $15.00 Optional Feature Access Fee N/A ' Domestic MB Allowance 3 MB Overage Rate Per KB $0.005/KB National-Access Roaming N/A 5 Home Airtime/Min.Rate N/A Domestic Text Messages Standard Rate Domestic Long Distance' Included NOTE: Current coverage details can be found at www.verizonwireless.com. Subject to the NationalAccess/Mobile Broadband terms and conditions; additional terms and conditions apply to Unlimited,Megabyte(MB),PDA and BlackBerry Plans.BroadbandAccess is available only in specific markets; please see www.verizonwireless.com for current availability. NationalAccess is available in the National Enhanced Services rate and coverage area; o- see map for details. 'Roaming, toll, and long distance charges may apply when messaging outside of the NationalAccess home airtime rate and coverage area and in CDMA countries,see International Roaming terms and conditions. Data usage is rounded to next full kilobyte at end of each billing cycle. Any unused portion of the monthly megabyte allowance is lost. This plan is not eligible for pooling or sharing of the megabyte allowance. G eligibleMachine to Machine Plans Machine to Machine Plans with monthly access fees$34.99 or higher are Discounts. t Monthly Access Data Allowance Overage Rate per MB Share Option* Data Roaming per KB (Canada) $5.00 1 MB $7.00 5MB $3.00 per MB Tier 1:Lines on 1 MB through 50MB plans $0.002 $10.00 25MB may share data at no charge. I $15.00 50MB $25.00 250MB $0.03 per MB Tier 2:Lines on 250MB through 5GB plans $0.002 $50.00 5GB may share data at$10.00/line monthly fee. Note:Machine to Machine coverage included the Verizon Wireless 4G,3G and 3G Extended networks.Current data coverage details can be found at www.verizonwireless.com.*Customer must maintain a minimum of 5 lines on the Machine to Machine plans in order to share data.Sharing among M2M lines is available only among lines active on plans in the same sharing tier.Each sharing Line's unused KBs will pass to other sharing Lines that have exceeded their data allowance,during the same monthly bill cycle.Unused KBs will be distributed proportionally as a ratio of the KBs needed by each applicable M2M Line to the total KBs needed by all sharing M2M Lines. Some accounts may require special handling,which may take 1 to 2 bill cycles,before sharing is available.Plan changes may not take effect until the billing cycle following the change request. 2 k i a 1 Y t November 30,2011 This fifer is valid for 120 days from the dale of submission. Data Fum�hed In This Document Shall Not Be Duplicated,LW,Or DWosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 14 of 21 i t z ( OptionalVerizon Wireless Calling Plan Calling Plans and Associated Charges:Government Subscribers may activate email, (iii)Instant messages, and(iv)Text messages with customers of wireless Wireless Service on the calling plans included with this Agreement, as well as carriers in Canada,Mexico,and Puerto Rico.Messaging is subject to Text,Picture, eligible Verizon Wireless consumer/retail calling plans, subject to the terms of and Video Messaging Terms and conditions.Premium messages are not included. this Agreement. On Family SharePlan® calling plans, monthly access fee Messaging bundle benefits do not apply to international messages. discounts apply only to the primary line of service. Subscribers may take Friends & Family: Calls directed to and received from an account's listed advantage of promotions or purchase Equipment at government pricing,but this Friends & Family numbers shall not use Monthly Anytime Voice Minutes. For may require a Line Term extension after initial activation.Some calling plans or Nationwide Family SharePlans with 1400 minutes or more,subscribers can add monthly access price points may not be available in all markets. Subscribers up to ten(10)Friends&Family numbers. Only calls from Nationwide Coverage first partial and full month's access and any activation fees are payable in Area to designated domestic landline or wireless numbers (excluding Directory advance and will not be refunded after activation of the Wireless Service Assistance, 900 numbers, or customers own wireless or Voicemail access Charges for calls will be based on the cell sites used,which may be outside the numbers)may be added;all qualifying lines on an account share the same Friends calling plan coverage area even when the subscriber is physically within the & Family numbers, up to account's eligibility limits; My Verizon, My Business coverage area.Time of the call is based on the telephone switching office that Account or Verizon Enterprise Center is required to set up and manage Friends& carries the call, which may be different from the time of day shown on Family numbers. subscribers phone. Rates do not apply to credit card or operator-assisted calls, . • . Included which may be required in certain areas. Usage rounded up to the next full Call Waitin 2.7 Three Way Callin z7 minute. Unused minutes and/or Megabytes are lost.On outgoing calls,charges Call Forwardin 2.7 No Answer/Busy Transfer7 start when subscriber first presses SEND or the call connects to a network,and Caller ID3.7 Basic Voice Mai12A7 on incoming calls,when the call connects to a network(which may be before it 411 Search 5.7 Basic Text Messa in 6 rings).A call may end several seconds after subscriber presses END or the call Mobile Web 2,7.6 International Calling/Roamings otherwise disconnects. Calls made on the Verizon Wireless network are only +Not available in some areas. billed if they connect(which includes calls answered by machines). Billing for 2Alrtime charges apply to all calls simultaneously and to forwarded/transferred calls airtime and related charges may sometimes be delayed. Calls to "911' and even if the call is sent to another wireless phone. Voice mail boxes not initiated certain other emergency services are toll-free and airtime-free;however,airtime within 60 days of activation are cancelled. may be charged when dialing toll-free numbers.All features may not be available 3When making a call,subscribers MTN may be displayed to the receiving party in all Verizon Wireless markets. with Caller ID capable Equipment.Caller ID service may not be available outside Anytime Minutes:Anytime Minutes apply when making or receiving calls from a the rate and coverage areas, and may not be compatible with certain enhanced calling plan's rate and coverage area. Coverage information is available at features.Caller ID can be blocked for most calls by dialing*67 before each call,or www.verizonMreless.com. Airtime is rounded up to the next full minute. by ordering per-line call blocking where available.Calls to some numbers,such as Allowance minutes/Megabytes are not transferable except as may be available toll-free numbers,cannot be blocked. on calling plans with sharing. In order to gain access to coverage in newly 4Airtime charges apply to message retrieval. expanding markets, subscribers must periodically dial *226 to update roaming 5411 Search, directory assistance with automatic call completion is subject to a I information from voice or Smartphone devices;from the VZAccess Manager,go $1.99 per call fee plus airtime and text charges if applicable.Directory assistance into 'Options" and click "Activation,"while in the National Enhanced Services rates are subject to change. s Rate and Coverage Area every three months. This may alter the rate and 6Text Messaging offered at the prevailing rate, currently$0.20 per inbound and r coverage area. Automatic roaming may not be available in all areas and rates $0.20 per outbound message per address $0.25 for picture messages. Text may vary.Roaming charges may be delayed to a later bill. message charges are subject to change. I Long Distance: Unlimited domestic long distance is included when calling from 7Feature not included on NationalAccess and Mobile Broadband Plans at no the calling plan's rate and coverage area, unless otherwise specified in the charge,but are available at the prevailing Verizon Wireless rates. calling plan. 6Mobile Web Alerts are sent as Text Messages and are subject to Text Customer's Cell Phone Number and Caller ID: Verizon Wireless will assign one Messaging pricing, terms and conditions. Mobile web is not available on Mobile Telephone Number('MTN")to each subscriber line.Other than as required Smartphones or the Email and Web for BlackBerry Plans. Unless a Mobile TV = to port an MTN,Customer does not have any property right in the MTN and Verizon Select Package is subscribed to megabytes sent or received (including Wireless may change, reassign,or eliminate an MTN upon reasonable notice to advertising) will be aggregated each month, rounded up to the next full Customer under certain circumstances, including fraud prevention, area code megabyte, and billed at$1.99/MB. Complete terms and conditions for Mobile changes and regulatory or statutory law enforcement requirements. Web may be found at www.verizonvAreless.com. Unlimited Messaging: Unlimited Messaging is included with the Talk & Text 9lntemational Calling/Roaming prices start at$.49 a minute(plus airtime). For Plans,and is available in the National Enhanced Services rate and coverage area complete terms and conditions for International Calling/ Roaming please visit I in the United States.Messaging applies when sending and receiving(i)text,picture verizonwireless.comfintemational. and video messages to and from Verizon Wireless and Non-Verizon Wireless customers in the United States, (ii) Text picture, and video mess es sent via Calling Plan Optional Unlimited Mobile to Mobile Messaging Optional Feature Access Fee Additional Messages Overage Rate $10.00 500 $0.10 (Text,Picture,&Video Messaging) $20.00 5000 Per message/per address Visual Voice Mail $2.99 monthly charge Premium Voice Mail $1.99 monthly charge I Push to Talk $5.00/Monthly Access Fee* Text,Picture,&Video Messaging Optional Feature Access Fee Included Messages Overage Rate a $5.00 250 $0.10 per message/per address GSM International Roaming Rates are available at www.VerizonWireless.com Global Phone Verizon Wireless International Long Distance Value Plan $3.99 plus applicable airtime and long distance charges November 30,2D1 I This offer is valid for 120 days from the date of subm�sion. Data Furnished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part ForAny Purpose Other Than To Evaluate The Document Page 15 of 21 g d Verizon Falling Plm /tional Features Optional Feature rates and packages are subject to change. Other Optional Features may be available please see your Account Manager or visit www.vedzonwireless.com for information. *The Push to Talk Feature is available when combined with a calling plan with a monthly access fee of$34.99 or higher. Visual Voice Mail:Visual Voice Mail is only available in the national Enhanced Mobile to Mobile Messaging:Cannot be combined with any other package that Services Coverage Area and only on select devices.Basic Voice Mail required. includes a Text or Picture & Video message allowance. Mobile to Mobile Not compatible with Text Messaging Block. Data charges apply during Messaging applies only to Text/Picture/Video messages sent to and received application download and standard messaging rates apply for messages from other Verizon Wireless subscribers' wireless phones while both wireless initiated from the application. Accessing Voice Mail, Call Forwarding, Call subscribers are within the National Enhanced Services Rate and Coverage Area. Return, Personal Operator and other features are subject to airtime, long Additional messages apply to PIX Place, VTEXT/Text Alerts/getAleds, Instant distance,roaming charges and taxes and Mobile to Mobile Calling minutes do Messaging(IM),Email,Premium Text Services,and Text/PicturetVideo messages not apply. sent to non-Verizon Wireless customers, and these messages will be , Push to Talk:Push to Talk calls may only be made with other Verizon Wireless decremented from the subscriber's Additional Message allowance or billed as Push to Talk subscribers,and only from the National Enhanced Services Rate overage. Additional Messages may not be applied toward International Text and Coverage Areas. For optimal Push to Talk performance, all callers on a Messaging,which costs 25¢per message sent and 20¢per message received; Push to Talk session must have an EV-DO Rev. A capable device and be please see www.vtext.com for additional details and countries. receiving EV-DO service.A Push to Talk call is terminated by pressing END or Multi-Media Messaging (MMS): Multi-Media Messaging (MMS)includes picture will automatically time out after ten (10) seconds of inactivity. You cannot and video messaging and is only available within the National Enhanced Services prevent others who have your wireless phone number from entering you into Rate and Coverage Area.In addition,MMS messages are$0.25 per message,per their Push to Talk contact list.Only one person can speak at a time during Push address. In addition to the MMS per message charges, MMS uses calling plan to Talk calls. When using your phone keypad to make a Push to Talk call,you Anytime Minutes or kilobytes. Canceling an MMS message after pressing SEND must enter the ten-cligit phone number of the called party.Presence information may result in sent messages that contain only partial content. Subscriber will be may not be available for all Push to Talk contacts. The timeliness of presence charged for outgoing MMS message, even if not received by the intended information may be impacted by the network registration status of a Push to recipient,or even if only partial content is delivered.Subscriber will not be charged Talk contact.Your Push to Talk service cannot be used for any applications that for incoming MMS message unless received. An MMS message that cannot be tether your phone to computers or other devices for any purpose.Push to Talk- delivered within 5 days will be deleted. MMS is not available for use with a Mobile capable phone and feature required.Push to Talk subscribers cannot use Push Office Kit. Camera phones are prohibited in some places. Subscribers are solely to Talk or other data products and services (i.e. Picture Messaging, Mobile responsible for complying with all applicable laws, rules, regulations and policies Web, Get It Now, Mobile Broadband Connect, etc) while roaming on other regarding camera phone use. carriers'networks at this time. International Long Distance (I-DIAL): International Long Distance is available Mobile to Mobile Calling:Mobile to Mobile Calling minutes apply when making but may be subject to a 90-day payment history with Verizon Wireless. F calls directly to or receiving calls directly from another Verizon Wireless Intemational long distance rates will vary and do not apply to calls to Canada, i subscriber while in the Nationwide Rate and Coverage area. Mobile to Mobile Puerto Rico,the U.S.Virgin Islands and some U.S.Protectorates,or to credit card calls must originate and terminate while both Verizon Wireless subscribers are or operator-assisted calls. Current international long distance rates can be found within the Mobile to Mobile Calling area. Mobile to Mobile Calling is not at www.ve6zonwireless.com and are subject to change. available(i)to fixed wireless devices with usage substantially from a single cell Verizon Wireless International Long Distance Value Plan: I-DIAL required to site,(ii)for data usage including Push to Talk calls,Picture or Video Messaging call most countries.Value Plan feature is not available on all Calling Plans.Rates (iii)if Call Forwarding or No Answer/Busy Transfer features are activated, (iv) are subject to change without notice. Standard International Long Distance rates for calls to Verizon Wireless customers using any of the VZGlobal®services, apply only on calls made from the Verizon Wireless network. Rates and service (v)for calls to check Voice Mail,(vi)in those areas of Louisiana and Mississippi availability may vary when your phone's banner displays 'Extended Network.' where the users roaming indicator flashes,(vii)in Canada and Mexico and(viii) Value Plan rates apply only on calls made from your Calling Plan's Rate and to users whose current wireless exchange restricts the delivery of Caller ID or Coverage Area.If a subscriber's Calling Plan's Rate and Coverage Area includes Caller ID Block is initiated. Mobile to Mobile Calling minutes will be applied Canada,calls made from that area to Canadian phone numbers,as applicable,will before Anytime Minutes. be billed per the Calling Plan. For Value Plan subscribers,calls made from the Night and Weekend Minutes:Apply to calls made in a calling plan's rate and Verizon Wireless network to countries not included in the Value Plan will be billed coverage area only during the following hours:9:01pm Friday through 5:59am at standard International Long Distance rates. Additional surcharges may apply Monday and 9:01 pm to 5:59am Monday through Friday.* when calling,certain destinations, see www.vedzonwireless.com/international for *NOTE: If both Night and Weekend and Mobile to Mobile Calling minute details. allowances apply to a given call, Mobile to Mobile Calling minutes will apply International Roaming (Global Phone/ GlobalAccess/ GlobalEmail): before Night and Weekend minutes. However, if either allowance is unlimited, International roaming requires digital or tri-mode CDMA phone with current ' the unlimited allowance will always apply first. software. Global Phone requires CDMA/GSM- capable phones and compatible Text Messaging:Text Messaging includes Short Message Service(SMS up to SIM card. I-Dial required for GSM roaming, and for CDMA roaming in many 160 characters) and Enhanced Messaging Service (EMS up to 1120 destination.Rates,terms and conditions apply only when roaming on participating Y characters). Enhanced Text Messages sent to most SMS handsets will be GSM and CDMA networks in published destinations.Availability of service,calling delivered as multiple Text messages of up to 160 characters each.Subscribers features, and Text messaging varies by country and network and may be have the option to have text messages disabled entirely without affecting restricted without notice. Premium text messaging programs that are accessible ` voicemail or other related services. Text Messaging plans do not include domestically are also accessible when roaming internationally and charges will be Operator Assisted Messaging or International Messaging,which is available for in addition to text messaging roaming charges. Where available calls placed to 25¢per message sent and 20¢per message received;see www.vtext.com for directory assistance, entertainment lines and any third-party services are billed details and countries. Verizon Wireless is not responsible for information sent (along with applicable toll charges)in addition to roaming rates. Message waiting using Text Messaging or Enhanced Text Messaging. Verizon Wireless cannot indicator service is not available where text messaging is not available.Availability guarantee that messages will be received and is not responsible for messages of services and features, including the ability to make and receive international that are lost or misdirected. Messages not delivered after 5 days are calls,varies by serving carrier and location and may be restricted without notice. automatically deleted. Airtime charges do not apply to the sending or receiving See versionwireless.comfrntemafional for rates and destinations,which are subject of text messages. When sending messages from Equipment, the sender's to change without notice.Existing subscribers who purchase a Global Phone may MTN will always be sent to the destination,even if Caller ID is used to block have to set up a new voice mailbox and,if so,will lose access to previously stored voice calls. messages upon activation of Global Phone. Voice mail messages will be time- Novernber30,2011 This offer's valid for 120 days from the date of subrnission. Data Furnished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 16 of 21 t Verizon Wireless Calling Plan Optional stamped Eastern Time. Calls to voice mail will appear on the bill as calls to the MB of data. Data sent or received will be aggregated each month,rounded up to subscribers MTN or to 000-000-0086Taxes, surcharges and other regulatory the next megabyte and billed at$1.99/MB.Megabyte charges will not be incurred fees may apply and may vary by country. Billing for airtime used when for using the application after download to the device.FFM is available on select roaming may be delayed up to two billing cycles. By using Equipment outside devices only. the United States, subscriber is solely responsible for complying with all Data Plans and Feature applicable foreign laws, rules and regulations ("Foreign Laws"), including Data Plans and Features: Monthly Megabyte allowances apply only to Mobile g Foreign Laws regarding use of wireless phones while driving and use of Broadband data transmissions. Other data (Quick 2 Netsm or dial-up) wireless camera phones. Verizon Wireless is not liable for any damages that transmissions and voice calls will be billed at the per-minute overage rate may result from subscribers failure to comply with Foreign Laws. according to the plan. For optional data features, 'other data'will be billed as p Roaming in CDMA countries outside of the US: CDMA Roaming rates are Anytime Minutes or at the per-minute overage rate according to the underlying available at www.vedzonwireless.com. Roaming in CDMA countries is only calling plan. Mobile Broadband data sessions require Mobile Broadband capable available in"CDMA"mode where service is available. Where Text messaging Equipment and must be placed within Mobile Broadband service area.Subscriber is available,Customer will be charged$0.50 for each message sent and$0.05 MUST press or click END or DISCONNECT button to ensure that session t for each message received, and applies when roaming in most foreign disconnects and charges cease. Third-party applications may automatically ' countries.Text messaging rates are subject to change.An update to Equipment reinitiate data sessions without the subscriber pressing or clicking SEND or software is required to roam in S.Korea. CONNECT button. Customer must maintain virus protection when accessing the Roaming in GSM countries: CDMAIGSM Global Phone, activated in the service. € United States with compatible subscriber Identity Module(SIM)card required. Permitted Uses:Wireless Email and Data Plans and Features may be used for t, Rates, terms and conditions apply only when roaming on participating GSM accessing the Internet and for such uses as: (i)Internet browsing; (ii)email; (iii) networks in published Global Phone countries. Service may be available in intranet access (including accessing corporate intranets, email and individual additional countries,but airtime rates,availability of calling features,and ability productivity applications made available by your company); (iv) uploading, to receive incoming calls (including return calls from emergency services downloading and streaming of audio,video and games;and(v)Voice over Internet personnel)may be restricted.See www.veNzonWreless.com for coverage and Protocol(VoIP). j airtime rates. Service in certain countries may be blocked without prior notice. Data Plans and Features Prohibited Uses:You may not use our Data Plans Where Text messaging is available, Customer will be charged$0.50 for each and Feature for illegal purposes or purposes that infringe upon others' message sent and$0.05 for each message received.Text messaging rates are intellectual property rights,or in a manner that interferes with other users' subject to change.Text messages cannot exceed 140 characters and may be service, that violates trade and economic sanctions and prohibitions as sent only to MTNs of(i) Verizon Wireless customers, and (ii) customers of promulgated by the Departments of Commerce,Treasury or any other U.S. foreign wireless carriers that participate in international text messaging. Check government agency,.that interferes with network's ability to fairly allocate www.vtext.com for the most current list of participating foreign carriers. Text capacity among users,or that otherwise degrades service quality for other messages cannot be sent to e-mail addresses. users. Examples of prohibited usage include: (f) server devices or host Field Force Manager (FFM): FFM is only available within the National computer applications that are broadcast to multiple servers or recipients Enhanced Services Rate and Coverage Area. Activation may be subject to a such that they could enable "bots"or similar routines(as set forth in more twenty-four hour delay and billing begins 2 days after ordering this service. detail(fh)below)or otherwise denigrate network capacity or functionality;(fi) Monthly access includes unlimited data usage for Field Force Manager.Limited "auto-responders," "cancel-bots,"or similar automated or manual routines Monthly Access plan and Basic Monthly Access plan for advanced devices are that generate amounts of net traffic that could disrupt net user groups or e- not eligible for business discounts. FFM is available only to Government mail use by others; (iii) generating "spam" or unsolicited commercial or Subscribers is intended for authorized employees/users in the course of bulk e-mail(or activities that facilitate the dissemination of such e-mail);(iv) legitimate corporate business. Unauthorized or improper use could be a any activity that adversely affects the ability of other people or systems to violation of law and may carry civil and criminal penalties. By subscribing to use either Verizon Wireless' services or the Internet-based resources of and/or using this service Customer agrees,represents and warrants that:1)use others, including the generation of dissemination of viruses, malware, or " of FFM by its Government Subscribers will be solely for lawful use and for no "denial of service" attacks; (v) accessing or attempting to access without other purpose,2)Verizon Wireless is authorized to access,collect,gather,use authority,the information,accounts or devices of others,or to penetrate,or and disclose personal location information for all devices with FFM in order to attempt to penetrate Verizon Wireless' or another entity's network or deliver the services, and 3) all disclosures and/or consents from individual systems;or(vi)running software or other devices that maintain continuous Government Subscribers in possession of the devices being tracked and/or active Internet connections when a computer's connection would otherwise monitored will be obtained as required by applicable law, regulation or policy be idle or "any keep alive" functions, unless they adhere to Verizon (including but not limited to those relating to individual privacy rights). FFM Wireless"requirements for such usage,which may be changed from time to requires a supported GPS enabled wireless device, specified Calling Plan or time. Data Plan,downloadable application,valid e-mail address and Internet access Megabyte(MB)Data Plans:Megabyte allowance and charges for kilobytes over r for activation and use. Data usage for FFM is included in the monthly the monthly allowance apply to NationalAccess and Mobile Broadband data subscription fee. FFM may prevent use of other features and services; any sessions and are rounded to next full kilobyte at end of each billing cycle. Only jy incompatible features and services must be cancelled in order to use FFM. total of kilobytes transmitted above allowance each billing cycle may appear on Verizon Wireless does not guarantee the accuracy of information transmitted, bill. disclosed, displayed or otherwise conveyed or used. Service could be Data Roaming: In the Canadian Broadband and Canadian Enhanced Services interrupted or disrupted due to atmospheric conditions, inaccurate ephemeris Rate and Coverage Areas, usage will be charged at a rate of $0.002/KB or data and other factors associated with use of satellites and satellite data. $2.05/MB.In the Mexican Enhanced Services Rate and Coverage Area,usage will Always use caution when displaying and disseminating personally identifiable be charged at a rate of$0.005/KB or$5.12/MB. For more information on roaming information about yourself or your location to third parties. Do not attempt to in Canada and Mexico, visit verizonwireless.com/naroaming. In the Bermuda, enter or change information while driving. Please observe the Verizon Wireless China, Dominican Republic, Guam, India, Israel, Saipan and South Korea 'Drive Responsibly' policy, which can be found at www.verizonWreless.com. Enhanced Services Rate and Coverage Areas, usage will be billed at a rate of From time to time customers with Limited or Basic service may inadvertently be $0.02/KB or$20.48/MB. I-Dial is needed to roam in many destinations. Only the able to access,view and/or use certain features associated with Basic and/or Canadian Broadband Rate and Coverage Area supports EV-DO.IXRTT Roaming Premium features of FFM,in order to utilize these features on a regular and Feature:. When roaming domestically, Dynamic IP addresses will be assigned ongoing basis, fees associated with the Basic or Premium plan shall apply. when roaming. Usage rounded up to next full kilobyte. For information on where Downloading the Field Force Manager application will require approximately 2 1XRTT Roaming is available,see www.vedzonwireless.com. 1XRTT roaming is November 30,2011 This offer is valid for 120 days from the date of subrr&icn. Data Fumished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 17 of 21 s i : Verizon Wireless Calling Plan Optional Features 'k available(i)in the Canadian Broadband and Canadian Enhanced Service Rate and subscriber must safeguard security codes. Placing your GlobalEmail SIM in and Coverage Areas, and (ii) in the Mexican Enhanced Services Rate and any other non BlackBerry or Smadphone device could result in additional charges Coverage Areas. or termination of service. Upon termination of service, subscriber must destroy GlobalAccess:Global PC Card required for international use.Global PC Cards SIM Card. will not work in the United States or Canada and GlobalAccess subscribers will Share Option r need a NationalAccess or Mobile Broadband PC card for domestic use. The Share Option: Sharing is available only among Government Subscribers on domestic and Global PC Cards cannot be used at the same time. Prior to applicable calling plans choosing the Share Option. leaving the United States, subscribers must install GlobalAccess VZAccess Nationwide for Business: Sharing Option is for voice Anytime Minutes only. ManagersM and run the OTA wizard. GlobalAccess subscribers must activate Customer must maintain a minimum of five(5)Government Subscriber lines,all and update their Preferred Roaming lists while in the National Enhanced choosing a qualifying plan with Share Option.Verizon Wireless reserves the right Services Rate and Coverage Area every three months. Verizon Wireless to remove the Share Option from all subscribers if the 5 Government Subscriber reserves the right to terminate the service of any subscriber whose total usage minimum is not met at any time. Each sharing subscriber's unused Anytime is less than half on the Verizon Wireless National Enhanced Services Rate and Minutes will pass to other sharing subscribers that have exceeded their Anytime Coverage Area over three consecutive billing cycles. GlobalAccess intemet Minutes during the same monthly billing period(Mobile to Mobile Calling minutes browsing, email, or intranet access applies to Mobile Broadband and and Night and Weekend minutes do not share).Each sharing subscriber's Monthly NationalAccess usage within the United States and Canada as well as an Anytime Allowance Minutes apply first to that line. Unused Monthly Anytime ? allowance of 100MB ($0.005/KB overage rate) in Tier 1 Countries, and an Minutes are then shared with other sharing subscribers that have exceeded their allowance of OMB ($0.0301KB) in Tier 2 Countries. Subscribers to Monthly Anytime Allowance in order of highest usage. At the termination of the NationalAccess and Mobile Broadband Plans using Global PC Cards may also Agreement,Government Subscriber lines on Nationwide for Business with Share add GlobalAccess Pay-Per-Use at$0.002/KB in Canada,$0.020/KB in Tier 1 Option may be migrated onto applicable retail consumer pricing or government Countries,and$0.030/KB in Tier 2 Countries. pricing. Calling plan changes may not take effect until the billing cycle following s' GlobalEmail: GlobalEmail capable equipment required. Verizon Wireless the change request.Based on the geographic location of Customer's Government reserves the right to terminate the GlobalEmail service of subscribers that have Subscribers,some Customers may have to have sharing subscribers activated in less than half of their usage on the Verizon Wireless National Enhanced more than one Verizon Wireless billing system. Sharing among subscribers in Services Rate and Coverage Area over three consecutive billing cycles. multiple Verizon Wireless billing systems requires online invoicing or reporting, GlobalEmail subscribers must activate and update their Preferred Roaming lists and a minimum of one hundred(100) Government Subscribers all choosing the while in the National Enhanced Services Rate and Coverage Area every three Share Option. Unused minutes for cross billing system sharing will be distributed months. Text messaging billed at standard domestic and international Text proportionally as a ratio of the minutes needed by each sharing subscriber to the Messaging rates. Existing Verizon Wireless subscribers migrating to total minutes needed by all sharing subscribers. Accounts that share across GlobalEmail plans may be required to extend their Line Term. Verizon Wireless billing systems require set up that may take thirty(30)to sixty GlobalAccess and Global Email SIM Cards: SIM Cards are available for use (60)days. only with your Global PC Card,Global Smadphone,or Global Phone,and only for the purposes of speeds to a maximum of approximately 200 kbps. Verizon Wireless is not responsible for any unauthorized use of subscriber's SIM Cards i r F F E November 30,2011 This offer is valid for 120 days from the dale of submission. Data Furnished In This Doamient Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose OlherThan To Evaluate The Document Page 18 of 21 t s E t 4 t 3G M2M Data Plan Terms and Conditionst A data session is inactive when no data is being transferred, and may Roaming in CDMA countries outside of the US: Roaming in CDMA seem inactive while data is actively being transferred to a device, or countries is $0.69 per minute plus the servicing carrier's long distance seem active when actually cached and not transferring data. Customer charges, toll charges, surcharges and taxes,which are billed on a pass- must maintain virus protection when accessing the service and is through basis.Roaming rates in Canada and Mexico may vary.Roaming responsible for all data sent and received including"overhead"(data that in CDMA countries is only available in "CDMA" mode where service is is in addition to user-transmitted data, including control,operational and available. An update to Equipment software is required to roam in S. routing instructions,error-checking characters as well as retransmissions Korea. of user-data messages that are received in error) whether or not such Data Roaming: In the Canadian Broadband and Canadian Enhanced data is actually received.Verizon Wireless will not be liable for problems Services Rate and Coverage Areas, usage will be charged at a rate of receiving Service that result from Customer's device. $0.002/KB or $2.05/MB. In the Mexican Enhanced Services Rate and Megabyte (MB) Data Plans: M2M data usage is rounded to next full Coverage Area, usage will be charged at a rate of $0.005/KB or kilobyte at end of each billing cycle. Any unused portion of the megabyte $5.12/MB. For more information on roaming in Canada and Mexico,visit z allowance is lost. Equipment will not indicate kilobyte usage. vedzonvrireless.com/naroaming. In the Bermuda, China, Dominican fr NationalAccess Roaming Feature: Not for use with Mobile Office Kits. Republic, Guam, India, Israel, Saipan and South Korea Enhanced Dynamic IP addresses will be assigned when roaming. Usage rounded Services Rate and Coverage Areas, usage will be billed at a rate of f up to next full kilobyte. For information on where NationalAccess $0.021K13 or$20.48/MB. I-Dial is needed to roam in many destinations. Roaming is available,see www.vedzonvWreless.com. Only the Canadian Broadband Rate and Coverage Area supports EV- DO. y 1i t A. i November 30,2011 This dfer's valid for 120 days from icated,Used,Or DWosed In Whole Or In Part For Pu the date of submission. Data Furnished In Ths Document Shall Not Be Du pl y rpose Other Than To Evaluate The Document Page 19 of 21 i 4 • •11 1-flimadififfl.0 NMI• 1 111 • WIN11111-7111"1 114111 114 Manufacturer Br. ._ LA odeJ 1Q+000+ I c( reriBlrapd + = Model 10 000 Q Apple* iPhone4 UA $99.99 Samsun Intensity 11 U460 MD146LUA 9 tY ( ) $119.99 Apple* iPhone4 16GB(MC Droid ChS PP ' Charge( CH- a 676UA $149.99 Samsung g $199.99 1510 Apple' iPhone4 8UA 32GB(MC $199.99 Samsung Stratosphere(SCH4405) $199.99 Apple' iPhone4S 16GB $199.99 Samsun Droid Charge(SCH- MD276LUA 9 i510 $249.99 Apple' iPhone4S 32GB $299.99 Samsun Continuum SCH-1400 MD278LUA 9 ( ) $149.99 , Apple* iPhone4S 64GB MD208LUA $399.99 Samsung Convoy $50.00 Samsun Galaxy Tablm 10.1 16GB Samsung SCH-1905 $529.99 Samsung Convoy 2 $79.99 Samsung" Galaxy Tab TM 10.1 32GB $629.99 Samsung LTE Mobile Hot Spot $99.99 SCH-1905 SCH-LC11 Motorola*' XoomTm Tablet $499.99 Son X eria Play R800 MOTMZ600 y P y( ) $149.99 Motorola- LTE XOOMTm Tablet MOTMZ602 $499.99 VZW Home Phone Connect $0.00 Coma *' Mini CQ1-688NR-LTE $449.99 VZW UMW190 USB $54.99 HP*` Pavillion-dm-310-NR-LTE $599.99 VZW 4G Modem UML 290 $49.99 USB LG Cosmos 2 NV-251 $79.99 VZW USB760 $49.99 LG Cosmos Touch N-270 $99.99 VZW PC770 $99.99 f+ LG Octane(VN-530) $149.99 VZW 4G USB Modem $49.99 USB551 L LG Vortex all colors $129.99 VZW MIR 2200 $0.00 LG Revere(VN-150) $99.99 VZW MIR 4510L(4G LTE $99 99 { Hots of LG Revolution S910 $199.99 VZW Five Spot(AC30) $0.00 LG S700 Enlighten Incredible 2 ADR6350 $149.99 g (V ) $129.99 HTC Motorola Citrus(MOTWX445) $29.99HTC Thunderbolt $199.99 ADR6400L Motorola Barrage 860 $129.99 HTC Tro h MWP6985 $149.99 Motorola Droid Pro MOTXT610 $149.99 HTC Rhyme ADR6330 $149.99 Motorola Droid 2 Global(all colors) $199.99 HTC Rezound $249 99 ADR6425L Motorola Droid 3 MOTXT862 $149.99 Palm Pre 2 P141V $154.99 Motorola Droid X2 Mot MB870 $149.99 VZW 8975 $0.00 Motorola Droid Bionic MOTXT875 $199.99 Pantech Jest 2 XT8045 $129.99 4G USB Modem Motorola Droid RAZR(MOTXT912) $249.99 Pantch UML290VW-G $49.99 RIM 9330 Curve 3G $79.99 Pantech Hotshot CDM8992 $149.99 RIM 9550 Storm 2 $199.99 Pantech Breakout ADR8995 $149.99 RIM 9650 Bold $149.99 VZW KIN ONEm $19.99 RIM 9930 Bold $199.99 VZW KIN TWOm $49.99 Y RIM 9850(Torch) $199.99 Casio GZ1 Commando C771) $149.99 f Samsung Haven SCH-U320) $0.00 Casio GZ1 Ravine C751 $179.99 Samsung Gusto U360 $20.00 Casio GZ1 Ravine 2(C781) $179.99 'The Apple iPhone4 devices and Apple iPhone 4S devices are only available on twenty-four (24) month Line Terms. The Apple iPhone4 8G13 (MD146LUA)will be available for$99.99 per device on a twenty-four(24)month Line Term,the Apple iPhone4 16GB(MC676LUA)will be available for$149.99 per device on a twenty-four(24)month Line Term,and the Apple iPhone4 32GB(MC678LUA)will be available for$199.99 per device on a twenty-four(24) month Line Term. The Apple iPhone4S 16GB (MD276LUA)will be available for$199.99 per device on a twenty-four(24) month Line Term,the Apple iPhone4S 32GB(MC278LUA)will be available for$299.99 per device on a twenty-four(24)month Line Term, and the Apple iPhone4 64GB(MC208LUA)will be available for$399.99 per device on a twenty-four(24)month Line Term."The Samsung Galaxy TabTM'10.1 16GB (SCH-1905), the Samsung Galaxy Tab1m10.1 32GB (SCH-1905) the Motorola XoomTm Tablet (MOTMZ600), the Motorola LTE XoomT11 Tablet (MOTMZ602), the Compaq Mini CQ1-688NR-LTE, and the HP Pavillion-dm-310-NR-LTE are only available on twenty-four(24)month Line Terms. The Samsung Galaxy Tab"m 10.1 16GB (SCH-1905) will be available for$529.99 on a twenty four (24) month Line Term, the Samsung Galaxy TabTm10.1 32GB(SCH-1905)will be available for$629.99 on a twenty four(24)month Line Term,the Motorola Xoom TM Tablet(MOTMZ600)will be available for$499.99 on a twenty four(24)month Line Term,the Motorola LTE XoomTM'Tablet(MOTMZ602)will be available for$499.99 on a twenty four(24) month Line Term, the Compaq Mini C01-688NR-LTE will be available for$449.99 on a twenty four(24) month Line Term, and the HP Pavillion-dm-310-NR-LTE will be available for$599.99 on a twenty four 24 month Line Term.Forspecific product functionality and features as well as November 30,2011 This offer is valid for 120 days from the dale of subrrission. Data Fumshed In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part ForAny Purpose OtherThan To Evaluate The Document Page 20 of 21 s device and calling plan/feature compatibility see www.verizonwireless.com. All Equipment is subject to availability and Verizon Wireless reserves the right to add or discontinue models. The above Equipment prices are effective as of 11/14/2011 and are subject to change. Government Subscribers can purchase Equipment at Verizon Wireless'national retail prices if they become lower than this matrix provided the subscriber line meets the offer requirements. When available, Government Subscribers may take advantage of manufacturer sponsored rebates subject to the terms and conditions of such rebates, as applicable. All PC Card, USB Modem, notebooks with Mobile Broadband Built-In, Smartphone or BlackBerry device purchases must be combined with an eligible data plan. These Equipment prices are only available through Verizon Wireless'Business Sales Channel and not available through indirect agents and/or Verizon Wireless'retail store locations. Additionally, Government Subscriber Equipment Pricing listed in this matrix are not available for activations or upgrades on Verizon Wireless Telemetry plans.Camera phone use or possession may be prohibited in some locations based on privacy,security,or other restrictions.Get It Nowsm,Picture Messaging,and other information or Enhanced Services,are subject to terms of use. i t i i t E 3 3 a 's is k r. ti- 1 p k 4 i' l h R 3, F x' 1 } } t g: t e i. 1. t November 30,2011 This olfa s valid for 120 days from the date of submssion. Data Fumshed In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 21 of 21 z t r a ROUNDROCK,TEXAS City Council Agenda Summary Sheet PURPOSE PASSION.PROSPERITY. Agenda Item No. G1. Agenda Caption: Consider a resolution authorizing the Mayor to a Verizon Wireless Customer Agreement." Meeting Date: June 28, 2012 Department: Information Technology Staff Person making presentation: Brooks Bennett Chief Information Officer Item Summary: This will allow us to move our current Verizon data services from the current purchasing contract to the DIR Contract. This will cover all existing lines of services and will result in a cost reduction of$5.00 per line(total savings is about$15,600.00 per year over the entire contract.) Cost: Source of Funds: General& Utility Funds Date of Public Hearing(if required): N/A Recommended Action: Approval p s` E f f 5 i k, i S; 3 Z 4 Y' f t; R f S 4 i 4 t 1 JUN 1 4 2012 DIR Contract No. DIR-SDD-1779 Ve/'IZpIlwireless 3 - Verizon Wireless Customer Agreement x This agreement is dated June 13, 2012 between Cellco Partnership d/b/a Verizon Wireless and its Related Entities ("Verizon Wireless") and The City of Round Rock("Customer"), a customer as defined in Appendix A in the Contract for Products and Related Services between the State of Texas Department of Information Resources (the "DIR) and Verizon Wireless, DIR Contract No. DIR-SDD-1779 (the"DIR Agreement')with an effective date of March 21,2012 and as amended. 3 This Customer Agreement shall be governed by the terms and conditions of the DIR Agreement dated March 21, 2012. A copy of the DIR Agreement is incorporated herein by reference and is available online at http://www.dir.texas.gov/DIR Contracts/DIR-SDD- x 1779.pdf or upon request from your Account Manager. i Authorized Customer is eligible and desires to purchase wireless services and products from Verizon Wireless pursuant to the terms and conditions of the DIR Agreement, any and all amendments, addenda and schedules as the DIR may specify from time to time, as i well as the terms and conditions of all calling plans activated under this Customer Agreement, which are incorporated herein by t reference. t DIR will only be responsible for services provided to DIR and will not be responsible for payments for services provided to any individual Customer. The Authorized Customer hereby agrees that it is separately and solely liable for all obligations and payments for equipment and services provided hereunder. The Authorized Customer agrees to the terms and conditions of the DIR Agreement including the disclosure of limited account information as part of the contractual reporting requirements to DIR. The undersigned represents and warrants that he/she has the power and authority to execute this Customer Agreement, bind the i respective Authorized Customer, and that the execution and performance of this Customer Agreement has been duly authorized by all necessary Authorized Customer action. F The undersigned is duly authorized by the Authorized Customer to designate the following individual(s) (the"Authorized Contacts")who are authorized to take action with respect to the account with Verizon Wireless to purchase equipment, add lines of service,cancel lines of service and make changes to the account that financially bind the Authorized Customer to the terms and conditions of this Customer ' Agreement,and the DIR Agreement. FEIN Number: Existing Vendor Customer Account Number(s): 0620455585 Means of Contact Acceptable To/From Authorized User(e.g.fax, e-mail, etc.): Email, Fax, Phone Verizon Wireless Sales Representative Name: Donnie Avina and Wireless Phone Number: 9563421983 and GID: Verizon Wireless Profile ID(s):624847 Authorized User has caused this User Agreement to be executed by its duly authorized representative to be effective as of this 221�L day of AAey 2012 ne. Customer Name: Verizon Wireless Authorize.dVanature Authorized Sign ure Printed Name: Printed Name:©-- O Title: Title: ' `��N/N✓'�G Z Date: Date: 6. 2$•l2- Zo z DIR-SDD-1779 v032812 Verizon Wireless 1 Appendix A Standard Terms and Conditions For Product and Related Services Contracts Table of Contents—need to update when finalized 1. Contract Scope....................................................................................................................... 1 2. No Quantity Guarantees......................................................................................................... 1 3. Definitions.............................................................................................................................. 1 4. General Provisions.................................................................................................................2 A. Entire Agreement..........................................................................................................2 B. Modification of Contract Terms and/or Amendments..................................................2 C. Invalid Term or Condition............................................................................................2 D. Assignment................................................................................................................... 3 E. Survival.........................................................................................................................3 F. Choice of Law...............................................................................................................3 G. Limitation of Authority.................................................................................................3 5. Product Terms and Conditions...............................................................................................3 A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapter 213 (Applicable to State Agency and Institution of Higher Education Purchases Only)...............................................................................3 B. Purchase of Commodity Items (Applicable to State Agency Purchases Only).............................................................................................................................4 C. Purchase of Telecommunications Products and Services.............................................4 6. Contract Fulfillment and Promotion......................................................................................4 A. Service, Sales and Support of the Contract...................................................................4 B. Use of Order Fulfillers.................................................................................................. 5 1) Designation of Order Fulfillers............................................................................... 5 2) Changes in Order Fulfiller List............................................................................... 5 3) Order Fulfiller Pricing to Customer........................................................................ 5 C. Product Warranty and Return Policies..........................................................................5 D. Customer Site Preparation ............................................................................................ 6 E. Internet Access to Contract and Pricing Information ................................................... 6 1) Vendor Website ......................................................................................................6 2) Accurate and Timely Contract Information............................................................6 3) Website Compliance Checks ..................................................................................6 4) Website Changes.....................................................................................................6 5) Use of Access Data Prohibited ...............................................................................6 6) Responsibility for Content...................................................................................... 7 F. DIR Logo...................................................................................................................... 7 G. Vendor and Order Fulfiller Logo..................................................................................7 H. Trade Show Participation.............................................................................................. 7 I. Orientation Meeting...................................................................................................... 7 07/13/11 i Appendix A Standard Terms and Conditions For Product and Related Services Contracts J. Performance Review Meetings..................................................................................... 8 K. DIR Cost Avoidance..................................................................................................... 8 7. Purchase Orders, Invoices, and Payments ............................................................................. 8 A. Purchase Orders............................................................................................................ 8 B. Invoices......................................................................................................................... 8 C. Payments....................................................................................................................... 8 8. Contract Administration......................................................................................................... 8 A. Contract Administrators................................................................................................ 8 1) State Contract Administrator..................................................................................9 2) Vendor Contract Administrator.............................................................................. 9 B. Reporting and CRF/Administrative Fees......................................................................9 1) Reporting Responsibility ........................................................................................9 2) Detailed Monthly Report........................................................................................ 9 3) Historically Underutilized Businesses Subcontract Reports...................................9 4) DIR CRF/Administrative Fee............................................................................... 10 5) Accurate and Timely Submission of Reports ....................................................... 10 C. Records and Audit....................................................................................................... 10 D. Audit of Telecommunications Taxes, Fees and Surcharges, Customer Prices for Telecommunications Services............................................................................... 11 E. Contract Administration Notification......................................................................... 12 9. Vendor Responsibilities....................................................................................................... 12 A. Indemnification........................................................................................................... 12 B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE........................ 13 C. Vendor Certifications.................................................................................................. 14 D. Ability to Conduct Business in Texas......................................................................... 15 E. Equal Opportunity Compliance .................................................................................. 15 F. Use of Subcontractors................................................................................................. 15 G. Responsibility for Actions .......................................................................................... 16 H. Confidentiality............................................................................................................ 16 1. Security of Premises, Equipment, Data and Personnel............................................... 16 J. Background and/or Criminal History Investigation.................................................... 16 K. Limitation of Liability................................................................................................. 17 L. Overcharges ................................................................................................................ 17 M. Prohibited Conduct..................................................................................................... 17 N. Required Insurance Coverage..................................................................................... 17 O. Use of State Property.................................................................................................. 18 P. Immigration................................................................................................................. 18 Q. Public Disclosure........................................................................................................ 19 R. Product and/or Services Substitutions ........................................................................ 19 S. Deceptive Trade Practices; Unfair Business Practices ............................................... 19 10. Contract Enforcement.......................................................................................................... 19 A. Enforcement of Contract and Dispute Resolution...................................................... 19 07/13/11 ii Appendix A Standard Terms and Conditions For Product and Related Services Contracts B. Termination................................................................................................................. 19 1) Termination for Non-Appropriation..................................................................... 19 2) Absolute Right......................................................................................................20 3) Termination for Convenience...............................................................................20 4) Termination for Cause ..........................................................................................20 a) Contract...........................................................................................................20 b) Purchase Order................................................................................................21 5) Customer Rights Under Termination....................................................................21 6) Vendor or Order Fulfiller Rights Under Termination...........................................21 C. Force Majeure.............................................................................................................21 11. Notification..........................................................................................................................21 A. Notices........................................................................................................................21 B. Handling of Written Complaints.................................................................................22 12. Captions...............................................................................................................................22 07/13/11 iii Appendix A Standard Terms and Conditions For Product and Related Services Contracts The following terms and conditions shall govern the conduct of DIR and Vendor during the term of the Contract. 1. Contract Scope The Vendor shall provide the products and related services specified in Section 3 of the Contract for purchase by qualifying Customers. In addition, DIR and Vendor may agree to provisions that allow Vendor and/or Order Fulfiller to lease the products offered under the Contract. Terms used in this document shall have the meanings set forth below in Section 3. 2. No Quantity Guarantees The Contract is not exclusive to the Vendor. Customers may obtain products and related services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products and related services will be procured through the Contract. 3. Definitions A. Customers - any Texas state agency, including each house of the legislature and legislative agencies, a unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, certain private institutions of higher education, as authorized under Section 2170.004 (5), Texas Government Code, and assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non-profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; 4) A group, including a faith-based group, that enters into a financial or non-financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and 07/13/11 Page 1 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts their families; and 9) A nonprofit organization that provides affordable housing. B. Compliance Check— an audit of Vendor's compliance with the Contract performed either by a third party auditor or DIR contract management staff. C. Contract — the document executed between DIR and Vendor into which this Appendix A is incorporated. D. CPA—refers to the Texas Comptroller of Public Accounts. E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. F. Order Fulfiller — the party, either Vendor or a party that may be designated by Vendor,who is fulfilling a Purchase Order pursuant to the Contract. G. Purchase Order - the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). H. State—refers to the State of Texas. 4. General Provisions A. Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be binding or valid. B. Modification of Contract Terms and/or Amendments 1) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. The Contract may only be modified or amended upon mutual written agreement of DIR and Vendor. 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Order Fulfiller may be added in a Purchase Order and given effect. No additional term or condition added in a Purchase Order issued by a Customer can weaken a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. C. Invalid Term or Condition 1) To the extent any term or condition in the Contract conflicts with the applicable Texas and/or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of such term or condition and DIR does not waive the applicable Texas and/or United States law or regulation which conflicts with the Contract term or condition. 07/13/11 Page 2 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 2) If one or more term or condition in the Contract, or the application of any term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative Hearings or a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain valid and in full force and effect. D. Assignment DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require written notification by the assigning party. Any other assignment by a party shall require the written consent of the other party. Each party agrees to cooperate to amend the Contract as necessary to maintain an accurate record of the contracting parties. E. Survival All applicable software license agreements, warranties or service agreements that were entered into between Vendor and Customers under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Order Fulfiller shall survive expiration or termination of the Contract. F. Choice of Law The laws of the State of Texas shall govern the construction and interpretation of the Contract. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. G. Limitation of Authority Vendor shall have no authority to act for or on behalf of the Texas Department of Information Resources or the State of Texas except as expressly provided for in this Contract; no other authority,power or use is granted or implied. Contractor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas or Texas Department of Information Resources. 5. Product Terms and Conditions A. Electronic and Information Resources Accessibility Standards,As Required by 1 TAC Chapter 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) 1) Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in 1 TAC Chapter 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. 07/13/11 Page 3 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 2) Vendor shall provide DIR with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is available from the General Services Administration "Buy Accessible Wizard" (http://www.buyaccessible.gov). Vendors not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional information regarding the "Buy Accessible Wizard" or obtaining a copy of the VPAT is located at htt2://www.section508.gov/. B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) 1) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as defined in 5.13.2 below, in accordance with contracts developed by DIR, unless the agency obtains an exemption from DIR. 2) Commodity items are commercially available software, hardware and technology services that are generally available to businesses or the public and for which DIR determines that a reasonable demand exists in two or more state agencies. Hardware is the physical technology used to process, manage, store, transmit, receive or deliver information. Software is the commercially available programs that operate hardware and includes all supporting documentation, media on which the software may be contained or stored, related materials, modifications, versions, upgrades, enhancements, updates or replacements. Technology services are the services, functions and activities that facilitate the design, implementation, creation, or use of software or hardware. Technology services include seat management, staffing augmentation, training, maintenance and subscription services. Technology services do not include telecommunications services. Seat management is services through which a state agency transfers its responsibilities to a vendor to manage its personal computing needs, including all necessary hardware, software and technology services. 3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of higher education are exempt from this Subsection S.B. C. Purchase of Telecommunications Products and Services Vendor agrees that it will sell telecommunications products and services available under this Contract only to the Telecommunications Customers as defined in Section 3 A. 6. Contract Fulfillment and Promotion A. Service, Sales and Support of the Contract Vendor shall provide service, sales and support resources to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote products and services available under the Contract. Vendor shall use its best efforts to ensure that potential Customers are made aware of the existence of the Contract. All sales to Customers for products and services available under the Contract shall be processed 07/13/11 Page 4 of 2-4-22 Appendix A Standard Terms and Conditions For Product and Related Services Contracts through the Contract. B. Use of Order Fulfillers DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service, sales and support resources to Customers. Such participation is subject to the following conditions: 1) Designation of Order Fulfillers a) Vendor may designate Order Fulfillers to act as the distributors for products and services available under the Contract. In designating Order Fulfillers, Vendor must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller participation or request that Vendor name additional Order Fulfillers should DIR determine it is in the best interest of the State. c) Vendor shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of the Contract. Vendor shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of the Contract. d) Vendor shall have the right to qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Vendor's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the different criteria. e) Vendor shall not prohibit Order Fulfiller from participating in other procurement opportunities offered through DIR. 2) Changes in Order Fulfiller List Vendor may add or delete Order Fulfillers throughout the term of the Contract upon written authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor must make a good faith effort in the revision of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Vendor shall provide DIR with its updated Subcontracting Plan and the Order Fulfiller information listed in Section 6.13.La above. 3) Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall comply with the applicable Customer price as stated within Section 4 of the Contract. This pricing shall only be offered by Order Fulfillers to Customers for sales that pass through the Contract. C. Product Warranty and Return Policies Order Fulfiller will adhere to the Vendor's then-currently published policies concerning product warranties and returns. Product warranty and return policies for Customers will not be more restrictive or more costly than warranty and return policies for other 07/13/11 Page 5 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts similarly situated Customers for like products. D. Customer Site Preparation Customers shall prepare and maintain its site in accordance with written instructions furnished by Order Fulfiller prior to the scheduled delivery date of any product or service and shall bear the costs associated with the site preparation. E. Internet Access to Contract and Pricing Information 1) Vendor Website Within thirty days of the effective date of the Contract, Vendor will establish and maintain a website specific to the product and service offerings under the Contract which is clearly distinguishable from other, non-DIR Contract offerings at Vendor's website, and when appropriate to guide Customers, distinguish the products and services available by category - telecommunications and ICT separately. The website must include: the product and services offered, product and service specifications, Contract pricing, designated Order Fulfillers, contact information for Vendor and designated Order Fulfillers, instructions for obtaining quotes and placing Purchase Orders, and warranty and return policies. The Vendor's website shall list the DIR Contract number, reference the DIR Information and Communications Technology (ICT) Cooperative Contracts program, display the DIR logo in accordance with the requirements in paragraph F of this Section, and contain a link to the DIR website for the Contract. 2) Accurate and Timely Contract Information Vendor warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained and displayed in an objective and timely manner. Vendor, at its own expense, shall correct any non- conforming or inaccurate information posted at Vendor's website within ten (10) business days after written notification by DIR. 3) Website Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendor's website will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that pricing listed upon this website is uniform with the pricing as stated in Section 4 of the Contract. 4) Website Changes Vendor hereby consents to a link from the DIR website to Vendor's website in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. DIR reserves the right to terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link termination or removal. Vendor shall provide DIR with timely written notice of any change in URL or other information needed to access the site and/or maintain the link. 5) Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the 07/13/11 Page 6 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts purpose of implementing or marketing the Contract, and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e., through use of restrictive technology or passwords. 6) Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract. F. DIR Logo Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed, the size of the DIR logo must be equal to or smaller than the Order Fulfiller logo, (iii) the DIR logo is only used to communicate the availability of products and services under the Contract to Customers, and (iv) any other use of the DIR logo requires prior written permission from DIR. G. Vendor and Order Fulfiller Logo DIR may use the Vendor's and Order Fulfiller's name and logo in the promotion of the Contract to communicate the availability of products and services under the Contract to Customers. Use of the logos may be on the DIR website or on printed materials. Any use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor's or Order Fulfiller' trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Vendor and Order Fulfiller. H. Trade Show Participation At DIR's discretion, Vendor and Order Fulfillers may be required to participate in one or more DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at the Vendor's and Order Fulfiller's expense, includes providing a manned booth display or similar presence. DIR will provide four months advance notice of any required participation. Vendor and Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's or Order Fulfiller's booth. I. Orientation Meeting Upon thirty (30) calendar days from execution of the Contract, Vendor and Order Fulfillers will be required to attend an orientation meeting to discuss the content and procedures of the Contract. The meeting will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for attendance at the meeting. 07/13/11 Page 7 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts J. Performance Review Meetings DIR will require the Vendor to attend periodic meetings to review the Vendor's performance under the Contract. The meetings will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the time and travel of the Vendor for attendance at the meeting. K. DIR Cost Avoidance As part of the performance measures reported to state leadership, DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, Vendor shall provide DIR with a detailed report of a representative sample of products sold under the Contract. The report shall contain: product part number, product description, list price, price to Customer under the Contract, and pricing from three (3) alternative sources under which DIR customers can procure the products. 7. Purchase Orders,Invoices,and Payments A. Purchase Orders All Customer Purchase Orders will be placed directly with the Order Fulfiller. Accurate Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by Order Fulfiller. B. Invoices 1) Invoices shall be submitted by the Order Fulfiller directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and/or services purchased under the Contract and any provision of acceptance of such products and/or services shall be made by the Customer to the Order Fulfiller. 2) Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to products, prices and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the product or services by the Customer. C. Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Order Fulfiller. The statute states that payments for goods and services are due thirty (30) days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. 8. Contract Administration A. Contract Administrators DIR and the Vendor will each provide a Contract Administrator to support the Contract. Information regarding the Contract Administrators will be posted on the Internet website designated for the Contract. 07/13/11 Page 8 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts 1) State Contract Administrator DIR shall provide a Contract Administrator whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) advising DIR of Vendor's performance under the terms and conditions of the Contract, and iii) periodic verification of product pricing and monthly reports submitted by Vendor. 2) Vendor Contract Administrator Vendor shall provide a dedicated Contract Administrator whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) facilitating dispute resolution between a Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then-current Contract Administrator if the assigned Contract Administrator is not, in the opinion of DIR, adequately serving the needs of the State. B. Reporting and CRF/Administrative Fees 1) Reporting Responsibility a) Vendor shall be responsible for reporting all products and services purchased through Order Fulfillers under the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the applicable CRF/administrative fees in accordance with the due dates specified in this section. b) DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this section, including but not limited to, compliance checks of Vendor's applicable Contract books at DIR's expense. 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous month period, broken out by telecommunications sales and ICT sales. Reports for each type of sale shall be submitted to the DIR ICT Cooperative Contracts E-Mail Box at ict.salesgdir.texas.gov_. Reports are due on the fifteenth (15th) calendar day after the close of the previous month period. It is the responsibility of Vendor to collect and compile all sales under the Contract from participating Order Fulfillers and submit one (1) monthly report, broken out by telecommunications and ICT sales. The monthly report, per category of telecommunications and ICT, shall include, per transaction: the detailed sales for the period, the Order Fulfiller's company name, if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, unit price, applicable CRF/adminstrative fee assessed, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, and other information as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. 3) Historically Underutilized Businesses Subcontract Reports a) Vendor shall electronically provide each Customer with their relevant Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall 07/13/11 Page 9 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts also be submitted to DIR. b) Reports shall be due in accordance with the CPA rules. 4) DIR CRF a) The applicable CRF/administrative fee shall be paid by Vendor to DIR to defray the DIR costs of negotiating, executing, and administering the Contract and to recover costs of the telecommunications program. The CRF/ fee is as specified in Section 5 of the Contract. Payment of the CRF fee shall be due on the fifteenth (15th) calendar day after the close of the previous month period. b) Vendor shall reference the DIR Contract number on all remittance instruments. 5) Accurate and Timely Submission of Reports a) The reports and payment of the applicable CRF/administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports or CRF/administrative fee payments within three (3) business days upon written notification by DIR. Vendor shall deliver any late reports or late CRF/administrative fee payments within three (3) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or CRF/administrative fee payments or deliver late reports and applicable fee payments within three (3) business days, Vendor must contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section, at DIR's expense. C. Records and Audit 1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 2) Vendor and Order Fulfillers shall maintain adequate records to establish compliance with the Contract until the later of a period of four (4) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records 07/13/11 Page 10 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts shall include per transaction: the Order Fulfiller's company name if applicable, Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each CRF owed DIR under the Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. 3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to DIR, including the compliance checks designated by DIR, the State Auditor's Office and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and/or copying such books and records. Vendor and/or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and/or Order Fulfillers ten (10) business days' notice prior to inspecting, Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's records. Vendor's and/or Order Fulfillers records, whether paper or electronic, shall be made available during regular office hours. Vendor and/or Order Fulfiller personnel familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to DIR staff and designees as needed. Vendor and/or Order Fulfiller shall provide adequate office space to DIR staff during the performance of Compliance Check. If, as a result of any other audits listed in Section 8(b) above, DIR determines that Vendor has overcharged the Customers, DIR will notify Vendor in writing of the amount of such overcharge, and provide to the Vendor the work papers supporting such position. Vendor will promptly pay to DIR the undisputed amount of the overcharges, plus interest as calculated in accordance with Chapter 2251, Texas Government Code, for late payments, and the Parties will use good faith efforts to resolve any disputed amounts as soon as practicable. In the event such audit reveals an overcharge of five percent (5%) or more to DIR Customers which is not disputed and is in excess of five percent (5%) of the total invoiced amounts for all products and services for such period, Vendor will reimburse DIR for the reasonable cost of this audit. 4) For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, the volume of payments made to Order Fulfillers through the Texas Comptroller of Public Accounts and the CRF based thereon shall be presumed correct unless Vendor can demonstrate to DIR's satisfaction that Vendor's calculation of DIR's CRF/fee is correct. D. Audit of Telecommunications Taxes, Fees and Surcharges, Customer Prices for Telecommunications Services. (a) Vendor will provide, and will cause its agents and its Subcontractors to provide, to DIR and its designees access to such financial records and supporting documentation reasonably requested by DIR to audit telecommunications taxes, 07/13/11 Page 11 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts fees and surcharges, and Customer Prices for telecommunications Services pursuant to Appendix C, Pricing Index. (b) DIR may audit the applicable telecommunications taxes, fees and surcharges, and Customer Prices for telecommunications Services under Appendix C, Pricing Index to determine that such telecommunications taxes, fees and surcharges,and Customer Prices for telecommunications Services pursuant to Appendix C, Pricing Index, are accurate and in accordance with this Contract. E. Contract Administration Notification 1) Upon execution of the Contract, Vendor shall provide DIR with written notification of the following: i) Vendor Contract Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact information of Vendor personnel responsible for submitting reports and payment of administrative fees specified herein. 2) Upon execution of the Contract, DIR shall provide Vendor with written notification of the following: i) DIR Contract Administrator name and contact information, and ii) DIR ICT Cooperative Contracts E-Mail Box information. 9. Vendor Responsibilities A. Indemnification 1) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM AND AGAINST ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract REGARDLESS OF THE NEGLIGENCE OF THE CUSTOMERS, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES. VENDOR SHALL PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCIES AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. 2) Infringements a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES, from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND CUSTOMERS AGREE TO FURNISH TIMELY 07/13/11 Page 12 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non- infringing. 3) Independent Contractor VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT,IT IS FURNISHING SERVICES IN THE CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER, DIR OR THE STATE OF TEXAS. B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. VENDOR AGREES AND ACKNOWLEDGES THAT VENDOR ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS SHALL NOT BE ENTITLED TO ANY STATE BENEFIT OR BENEFIT OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. THE CUSTOMER AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR 07/13/11 Page 13 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts WORKERS' COMPENSATION OR EXPECTATIONS OF BENEFITS BY VENDOR, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS IN ITS PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. C. Vendor Certifications Vendor certifies that it and its designated Order Fulfillers: (i) have not given, offered to give, and do not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State of Texas and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State of Texas, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi)to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract; (vii) are not suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order#13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (x) Vendor agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xi) Vendor certifies that they are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xii) Vendor certifies for itself and its subcontractors that it has identified all current or former, within the last five years, employees of the State of Texas assigned to work on the DIR Contract 20% or more of their time and has disclosed them to DIR and has disclosed or does not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the name and other 07/13/11 Page 14 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; (xiii) Vendor represents and warrants that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest and certifies that it will not reasonably create the appearance of impropriety, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the actual or potential conflict of interest and any circumstances which create the appearance of impropriety; (xiv) Vendor represents and warrants that the Customer's payment to Vendor and Vendor's receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; (xv) under Section 2155.006, Government Code, Vendor certifies that the individual or business entity in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; and (xvi) Vendor certifies that it has complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures.. In addition, Vendor acknowledges the applicability of§2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. During the term of the Contract, Vendor shall, for itself and on behalf of its subcontractors, promptly disclose to DIR all changes that occur to the foregoing certifications, representations and warranties. Vendor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties. D. Ability to Conduct Business in Texas Order Fulfiller shall be an entity authorized and validly existing under the laws of its state of organization, and shall be authorized to do business in the State of Texas. E. Equal Opportunity Compliance Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision-making authority. F. Use of Subcontractors If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. A revised Subcontracting Plan shall be required before Vendor can engage additional 07/13/11 Page 15 of 2-4-22 Appendix A Standard Terms and Conditions For Product and Related Services Contracts subcontractors in the performance of this Contract. Vendor shall remain solely responsible for the performance of its obligations under the Contract. G. Responsibility for Actions 1) Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. 2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the disclosures under Item 18 of Appendix A to the RFO and/or Section 9.C. (xii) and (xiii), Vendor Certifications of this Appendix A to the Contract change. Vendor covenants to fully cooperate with DIR to update and amend the Contract to accurately disclose employment of current or former State employees and their relatives and/or the status of conflicts of interest. H. Confidentiality 1) Vendor acknowledges that DIR and Customers that are state agencies are government agencies subject to the Texas Public Information Act. Vendor also acknowledges that DIR and Customers that are state agencies will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract, DIR may provide Vendor with information related to Customers. Vendor shall not re-sell or otherwise distribute or release Customer information to any party in any manner. I. Security of Premises,Equipment,Data and Personnel Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as "Data") belonging to the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer's security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement. J. Background and/or Criminal History Investigation Prior to commencement of any services, background and/or criminal history investigation of the Vendor and/or Order Fulfiller's employees and subcontractors who will be providing services to the Customer under the Contract may be performed by certain Customers having legislative authority to require such investigations. Should any employee or subcontractor of the Vendor and/or Order Fulfiller who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. 07/13/11 Page 16 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts K. Limitation of Liability For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State of Texas, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor's liability shall not apply to claims of patent, trademark, or copyright infringement. L. Overcharges Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq. M. Prohibited Conduct Vendor represents and warrants that, to the best of its knowledge as of the date of this certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation or institution has: (1)violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the Request for Offer directly or indirectly to any competitor or any other person engaged in such line of business during the procurement for the Contract. N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises and/or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5)business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that are A+ financially rated and duly licensed, admitted, and authorized to do business in the State of Texas. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability Commercial General Liability must include a combined single limit of$500,000 per occurrence for coverage A, B, & C including products/completed operations, where 07/13/11 Page 17 of 2-4-22 Appendix A Standard Terms and Conditions For Product and Related Services Contracts appropriate, with a separate aggregate of $500,000. The policy shall contain the following provisions: a)Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; d) 30-day Notice of Termination in favor of DIR and/or Customer; and e) Waiver of Transfer Right of Recovery Against Others in favor of DIR and/or Customer. 2) Workers' Compensation Insurance Workers' Compensation Insurance and Employers' Liability coverage must include limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for Employers' Liability of$250,000 bodily injury per accident, $500,000 bodily injury disease policy limit and $250,000 per disease per employee. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non-owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternative acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of DIR and/or Customer: a) Waiver of Subrogation; b) 30-day Notice of Termination; and c)Additional Insured. O. Use of State Property Vendor is prohibited from using the Customer's equipment, the Customer's Location, or any other resources of the Customer or the State of Texas for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State of Texas long distance services. Any charges incurred by Vendor using the Customer's equipment for any purpose other than performing services under this Agreement must be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such use shall constitute breach of contract and may result in termination of the contract and other remedies available to DIR and Customer under the contract and applicable law. P. Immigration Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any individual(s) hired on or after the effective date of the 1996 Act who will perform any labor or services under this Contract. Nothing herein is intended to exclude 07/13/11 Page 18 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts compliance by Vendor with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. Q. Public Disclosure No public disclosures or news releases pertaining to this contract shall be made without prior written approval of DIR. R. Product and/or Services Substitutions Substitutions are not permitted without the written permission of DIR or Customer. S. Deceptive Trade Practices; Unfair Business Practices (a) Vendor represents and warrants that neither Vendor nor any of its Subcontractors has been (i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations under Chapter 17, Texas Business & Commerce Code, or (ii) has outstanding allegations of any unfair business practice pending in any administrative hearing, litigation or other proceeding. (b) Vendor certifies that it has no officers who have served as officers of other entities who (i) have been found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations or any other unfair business practices or (ii) have outstanding allegations of any unfair business practice pending in any administrative hearing, litigation or other proceeding. 10. Contract Enforcement A. Enforcement of Contract and Dispute Resolution 1) Vendor and DIR agree to the following: (i) a party's failure to require strict performance of any provision of the Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Travis County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Customer, and Vendor agree in writing. Notwithstanding the foregoing, Vendors intend to resolve all billing disputes with Customers in accordance with Chapter 2251, Texas Government Code. B. Termination 1) Termination for Non-Appropriation Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget 07/13/11 Page 19 of 2422 Appendix A Standard Terms and Conditions For Product and Related Services Contracts execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non- appropriation, Vendor and/or Order Fulfiller will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. Assistance organizations and private institutions of higher education do not have the right to terminate for non- appropriation. 2) Absolute Right DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224, 'Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; or (iii) Vendor is found by DIR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section 11.A, Notices, of intent to terminate. 3) Termination for Convenience DIR or Vendor may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days written notice. A Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 4) Termination for Cause a) Contract Either DIR or Vendor may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, warranty or provision of the Contract, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non-defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing products or services under the Contract have no power to terminate the 07/13/11 Page 20 of 2-4-22 Appendix A Standard Terms and Conditions For Product and Related Services Contracts Contract for default. b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order in accordance with Section 4.13.2 above, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non-defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Purchase Order. 5) Customer Rights Under Termination In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and the Purchase Order issued prior to the termination or expiration of the Contract. The Purchase Order survives the expiration or termination of the Contract for its then effective term. 6) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts due for products or services ordered prior to the effective termination date and ultimately accepted, and 2) any applicable early termination fees agreed to in such Purchase Order. C. Force Majeure DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this provision, such non-performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 11. Notification A. Notices All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or (ii) three business days after being mailed via United States Postal Service. All notices under the Contract shall be sent to a 07/13/11 Page 21 of 24.22 Appendix A Standard Terms and Conditions For Product and Related Services Contracts party at the respective address indicated in Section 6 of the Contract or to such other address as such party shall have notified the other party in writing. B. Handling of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15'h Street, Suite 1300 Austin, Texas 78701 (512)475-4759, facsimile 12. Captions The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. 07/13/11 Page 22 of 2422 Appendix C Historically Underutilized Business (HUB) Subcontracting Plan � ��,TEO,� HUB SUBCONTRACTING PLAN (HSP) In accor Gov't Code§2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore, respondents,including State of Texas certified Historically Underutilized Businesses(HUBS), must complete and submit a State of Texas HUB Subcontracting Plan (HSP)with their solicitation response. NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Gov't Code §2161.252(b). The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goals specified in the State of Texas Disparity Study. The HUB goals defined in 34 TAC§20.13 are: 11.9 percent for heavy construction other than building contracts, 26.1 percent for all building construction, including general contractors and operative builders contracts, 57.2 percent for all special trade construction contracts,20 percent for professional services contracts,33 percent for all other services contracts,and 12.6 percent for commodities contracts. --Agency Special Instructions/Additional Requirements-- For assistance contact the HUB Coordinator at bernadette.davis(cDdir.state.tx.us.For additional help an instructional video on how to complete the HUB Subcontracting Plan is available on the Texas Comptroller of Public Accounts web site at: hftp://www window state tx us/procuremenUprog/hub/hub-subcontracting-plan/ If you are not subcontracting any portion of the contract,the self performance justification statement must be completed. (section 9) If you are subcontracting,your supporting documentation of the good faith effort must be included with your response.(section 7)Please label the section that includes the supporting documentation. Failure to comply may result in your response being rejected. • - RESPONDENT AND SOLICITATION INFORMATION a. Respondent(Company)Name: Cellco Partnership d/b/a Verizon Wireless and its related entities on State of Texas VID#: 1223723921000 Attachment 1 that provide service thereunder Point of Contact: Russ Brown Phone#: 210-347.1406 b. Is your company a State of Texas certified HUB? ❑-Yes ®-No c. Solicitation#: DIR-SDD-TMP-169 • 'TING INTENTIONS After having divided the contract work into reasonable lots or portions to the extent consistent with prudent industry practices, the respondent must determine what portion(s)of work,including goods or services,will be subcontracted. Note:In accordance with 34 TAC§20.12.,a"Subcontractor'means a person who contracts with a vendor to work,to supply commodities,or contribute toward completing work for a governmental entity. Check the appropriate box that identifies your subcontracting intentions: ❑ Yes,I will be subcontracting portion(s)of the contract. (If Yes,in the spaces provided below,list the portions of work you will be subcontracting,and go to page 2.) ® No,I will not be subcontracting any portion of the contract,and will be fulfilling the entire contract with my own resources. (If No,complete SECTION 9 and 10.) Line Item#-Subcontracting Opportunity Description Line Item#-Subcontracting Opportunity Description ( #1) - (#11) - ( #2) (#12) ( #3) (#13) - ( #4) (#14) ( #5) (#15) - ( #6) - (#16) - ( #7) - (#17) - ( #8) - (#18) - ( #9) - (#19) - (#10) - (#20) If you have more than twenty subcontracting opportunities, a continuation page is available at http:llwww.window.state.tx.uslprocurementlproglhublhub- formslH UBSubcontracti ng Pla nConti n uation Pagel.doc Enter your company's name here: Verizon Wireless(as identified in Attachment 1) Solicitation#: DIR-SDD-TMP•169 IMPORTANT: You must complete a copy of this page for each of the subcontracting opportunities you listed in SECTION 2. You may photocopy this page or download copies at http://www.window.state.tx.us/arocuremenbprog/hub/hub-forms/HUBSubcontractin-qPlanContinuationPage2.doc. • - SUBCONTRACTING OPPORTUNITY Enter the line item number and description of the subcontracting opportunity you listed in SECTION 2. Line Item# Description: •M - MENTOR-PROTEGE PROGRAM If respondent is participating as a Mentor in a State of Texas Mentor Protege Program,submitting their Protege(Protege must be a State of Texas certified HUB)as a subcontractor to perform the portion of work(subcontracting opportunity)listed in SECTION 3,constitutes a good faith effort towards that specific portion of work. Will you be subcontracting the portion of work listed in SECTION 3 to your Protege? ❑-Yes(If Yes,complete SECTION 8 and 10.) ®-No 1 Not Applicable(If No or Not Applicable,go to SECTION 5.) • - PROFESSIONAL SERVICES CONTRACTS ONLY This section applies to Professional Services Contracts only. All other contracts go to SECTION 6. Does your HSP contain subcontracting of 20%or more with HUB(s)? ❑-Yes(If Yes,complete SECTION 8 and 10.) ®-No I Not Applicable(If No or Not Applicable,go to SECTION 6.) In accordance with Gov't Code§2254.004, "Professional Services"means services:(A) within the scope of the practice, as defined by state law of accounting;architecture; landscape architecture;land surveying;medicine;optometry;professional engineering;real estate appraising;or professional nursing;or(B)provided in connection with the professional employment or practice of a person who is licensed or registered as a certified public accountant;an architect;a landscape architect;a land surveyor;a physician, including a surgeon;an optometrist;a professional engineer,a state certified or state licensed real estate appraiser;or a registered nurse. • - NOTIFICATION OF SUBCONTRACTING OPPORTUNITY Complying with a,b and c of this section constitutes Good Faith Effort towards the portion of work listed in SECTION 3. After performing the requirements of this section,complete SECTION 7,8 and 10. a. Provide written notification of the subcontracting opportunity listed in SECTION 3 to three(3)or more HUBs. Use the State of Texas'Centralized Master Bidders List (CMBL), found at http://www2.cpa.state.ix.us/cmbUcmblhub.html, and its HUB Directory, found at http://www2.cpa.state.ix.uslcmbyhubonly.html, to identify available HUBs.Note:Attach supporting documentation(letters,phone logs,fax transmittals,electronic mail,etc.)demonstrating evidence of the good faith effort performed. b. Provide written notification of the subcontracting opportunity listed in SECTION 3 to a minority or women trade organization or development center to assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members/participants. A list of trade organizations and development centers may be accessed at http://www.window.state.tx.us/procurementlproalhublmwb-links-1/. Note: Attach supporting documentation (letters, phone logs, fax transmittals,electronic mail,etc.)demonstrating evidence of the good faith effort performed. c.Written notifications should include the scope of the work,information regarding the location to review plans and specifications,bonding and insurance requirements, required qualifications,and identify a contact person. Unless the contracting agency has specified a different time period,you must allow the HUBs no less than five (5)working days from their receipt of notice to respond, and provide notice of your subcontracting opportunity to a minority or women trade organization or development center no less than five(5)working days prior to the submission of your response to the contracting agency. • - HUB FIRMS CONTACTED FOR SUBCONTRACTING OPPORTUNITY List three(3)State of Texas certified HUBs you notified regarding the portion of work(subcontracting opportunity)listed in SECTION 3.Specify the vendor ID number, date you provided notice, and if you received a response. Note:Attach supporting documentation(letters,phone logs,fax transmittals,electronic mail,etc.) demonstrating evidence of the good faith effort performed. Company Name VID# Notice Date Was Response Received? (mmlddlyyyy) 1 I ❑-Yes []-No 1 1 ❑-Yes []-No I I ❑-Yes [J-No • • SUBCONTRACTOR SELECTION List the subcontractor(s)you selected to perform the portion of work(subcontracting opportunity)listed in SECTION 3. Also,specify the expected percentage of work to be subcontracted,the approximate dollar value of the work to be subcontracted,and indicate if the company is a Texas certified HUB. Expected% Approximate Texas Company Name VID# of Contract Dollar Amount Certified HUB? % $ 0-Yes 0-No' % $ ❑-Yes ❑-No* If the subcontractor(s)you selected is not a Texas certified HUB,provide written justification of your selection process below: Enter your company's name here: Solicitation#: DIR-SDD-TMP-169 • - SELF PERFORMANCE JUSTIFICATION (If you responded"No"to SECTION 2,you must complete SECTION 9 and 10.) Does your response/proposal contain an explanation demonstrating how your company will fulfill the entire contract with its own resources? ®-Yes If Yes,in the space provided below,list the specific page/section of your proposal which identifies how your company will perform the entire contract with its own equipment,supplies,materials and/or employees. El-No If No,in the space provided below,explain how your company will perform the entire contract with its own equipment,supplies,materials, and/or employees. Pease see attached Letter of Intent—HUB Utilization Plan • � • AFFIRMATION As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and supporting documentation submitted with the HSP are true and correct.Respondent understands and agrees that,if awarded any portion of the solicitation: • The respondent must submit monthly compliance reports(Prime Contractor Progress Assessment Report—PAR)to the contracting agency,verifying their compliance with the HSP, including the use/expenditures they have made to subcontractors. (The PAR is available at http://www.window.state.txus/arocuremenbnrocVhub/hub-forms/arovressassessmentrnt xls1. • The respondent must seek approval from the contracting agency prior to making any modifications to their HSP. If the HSP is modified without the contracting agency's prior approval,respondent may be subject to debarment pursuant to Gov't Code§2161.253(d). • The respondent must,upon request,allow the contracting agency to perform on-site reviews of the company's headquarters and/or work-site where services are to be performed and must provide documents regarding staff and other resources. Executive Director- sionature on file Todd Loccisano Enterprise&Govt Contracts Signature Printed Name Title Date Verizon Wireless Pricing and Equipment Proposal _ Definitions: Attainment Tier: The range of total Government Subscriber voice and data lines,and M2M Line with a monthly access fee of$34.99 or higher,that are activated under the resulting Agreement at any time, including the lines of participating parents and affiliates as per the"Purchases by Parents and Affiliates"section in the resulting Agreement. Customer's initial Attainment Tier is indicated in the checked box below. Government Subscriber: An employee of Customer utilizing Wireless Service whose account is set up in Customer's name and for which Customer bears payment responsibility. Equipment: Wireless telephones,data modems and similar devices and ancillary accessories used in conjunction with Wireless Service. Wireless Service: Each and every radio service provided directly or indirectly by Verizon Wireless. Eligible Plan(s): Any generally available Verizon Wireless voice, data or M2M plan with a monthly access fee of$34.99 or higher that does not prohibit discounts. Eligible Data Feature(s):Any generally available Verizon Wireless data feature with a monthly access fee of$24.99 or higher,added to an Eligible Calling Plan,that does not prohibit discounts. Machine to Machine Service("M2M Service"): M2M refers to use of the Wireless Service for the transmission of data between wireless devices and computer servers or other machines,or between wireless devices,with limited or no manual intervention or supervision. M2M Line(s): An individual line of M2M Service used under this Pricing and Equipment Proposal which is set up in Customer's name and for which Customer bears responsibility. Plans, Features, Rates and Charges: The voice, data or M2M plan and any options,features or applications that are selected by the Customer determine the applicable rates, charges, allowance of minutes or megabytes and Wireless Service coverage area for each line. Some plans may have restrictions on the type of Equipment that can be activated on them. Information about retail plans, options, features, and applications(i.e., those that Verizon Wireless makes generally available to consumers or business customers) and their terms and conditions may be obtained at Verizon Wireless stores, on verizonwireless.com or from Verizon Wireless business sales representatives. The voice, data or M2M plan monthly access fees and non-promotional allowance of minutes and/or megabytes for each line will not change during the Line Term as long as Customer does not change plans on that line. Other rates,charges and fees, including but not limited to charges for options,features, applications and 411 Connect,may be changed following 30 days'written notice. Verizon Wireless may discontinue any retail plans,options,features and applications for new activations without notice. If Customer changes or upgrades Equipment,Verizon Wireless may require it to change to a then-current plan that is compatible with the changed or upgraded Equipment. Customer may not activate Equipment purchase at a discount from Verizon Wireless on M2M Lines. Government discounts and pricing may not be available to purchases made through agents or at retail store locations. Attainment Tier and Discount Changes: If Customer does not achieve at least the lower end of its initial Attainment Tier within 180 days after the Effective Date of the Agreement or thereafter falls below the lower end of its Attainment Tier for 2 consecutive months,Verizon Wireless may adjust the monthly access fee discount for Government Subscribers and M2M Lines and other benefits under the Agreement,consistent with the applicable lower Attainment Tier. If Customer exceeds its Attainment Tier for at least 2 consecutive months, Verizon Wireless will adjust the Government Subscriber and M2M Line monthly access fee discount and other benefits under the Agreement, consistent with the applicable higher Attainment Tier if Customer so requests in writing to Verizon Wireless. Term of Lines("Line Term"): The term for each line(the"Line Term")begins on the date Wireless Service is activated for that line and continues for the period required by the calling plan or Equipment selected for that line(usually 1 year). Line Term extensions are required when Customer:(a) takes advantage of promotions or services that require a Line Term extension; or (b) purchases or upgrades Equipment except for ancillary accessories used in conjunction with Wireless Service. When the Line Term expires, Wireless Service continues on a month-to-month basis. Activation fees are waived for Government Subscribers on voice and data plans and for M2M Lines. Early Termination Fees("ETF"): ETFs are waived for Government Subscribes. M2M Management Center: The Machine-to-Machine Management Center ("M2M Management Center") provides Customer with the ability to remotely monitor and manage its M2M devices. If Customer desires to access and use the M2M Management Center,it must so request in writing, and Verizon Wireless shall provision the M2M Management Center on Customer's account. Applicable rates and charges,if any,shall be set forth in this Addendum.The M2M Management Center may be provided by Verizon Wireless'third party supplier nPhase. The set-up time is estimated to take four to six weeks. The rights granted to Customer herein for access to and use of the M2M Management Center are specific to Customer and may not be transferred to another party without Verizon Wireless' prior written consent. Verizon Wireless and nPhase retain full and exclusive ownership of all intellectual property rights associated with the M2M Management Center including any alterations,modifications,improvements and derivative works thereof.The limitation of liability,limitation of damages and disclaimer of warranties sections of the Agreement apply to nPhase and to services provided hereunder by nPhase. This Verizon Wireless offer supersedes all previous offers to the State of Texas,Department of Information Resources, Attainment Tier and Monthly Access Fee Discount on Eligible Plans and Eligible Data Features 23% Version 08032011 November 30,2011 This offer's valid for 120 days from the dace of subrrmion. Data Fumshed In This Doaxnent Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose 01fierThan To Evaluate The Document Page 1 of 21 Nationwide • Business • Plans UnlimitedNationwide for Business Calling Plans are eligible for monthly access fee discounts and promotions(when available)and National Mobileto Mobile No Domestic Roaming or Long Distance Charges Unlimited Text Messages for Talk&Text Plans 7777777 Talk i Talk&Text777 • nthly Access Fee 10"A 0 _ 450 $39.99 _ $59.99 Included w/Sh _ are* 9.99 ; 900 .............. —_..... i $59.99_ _ $7 -- 1350 _ -_ $79.99 . I $99.99 i ! 2000 ._..t......... ..-- ___.._.._ _._._......_. $99.99 i _- $119,99 �� .........—._ _�........._. _..._� _..._..., i $0.2525Included* 4000 $149.99 $169.99 —�—.... 6000 j $199.99 Share 0 tion $219 99 $5 additional monthly access per line --...._ _._....._ .._._.._ _.......... Data Sent or Received ___$1.99/MB or per data package" _ Notes: Current coverage details can be found at www.verizonwireless.com. See attached CallingPlan and Feature Details for important information about calling plans, features and options. *Friends&Family eligibility varies on selected calling plan. **3G Smartphones and 3G Multimedia Phones require a data package.These plans are not eligible for discounts on month to month activations. Nationwide Calling Plans UnlimitedNationwide Calling Plans are eligible for monthly access fee discounts and promotions (when available)and include: National Mobileto Mobile No Domestic Roaming or Long Distance Charges i Unlimited Text Messages for Talk&Text Plans 777 Talk � Talk 8• Text Monthly Access Fee 450 $39.99— _---$59.99 _—_ Not.I.n._c lude d $$00..4405 900 $59.99 $79'99 - .._ Unlimited"" $69.99 Included* $89.99 _ N/A 1 Data Sent or Received _ per package" — _ i ...... MB or r data — Notes: Current coverage details can be found at www.verizonwireless.com. See attached Calling Plan and Feature Details for important informatr n about calling plans, features and options. *Friends&Family eligibility varies on selected calling plan. **3G Smartphones and 3G Multimedia Phones require a data package. These plans are not eligible for discounts on month to month activations. ++Nationwide Unlimited Anytime Minute Plans are I not eligible for monthly access fee discounts. i i November 30,2011 This offer is valid fur 120 days from the dale of submission. Data Furnished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 2 of 21 f Nationwide • UnlimitedNationwide Small Business SharePlans are eligible for monthly access fee discounts and promotions (when available)and National Mobileto Mobile No Domestic Roaming or Long Distance Charges Unlimited Text Messages for Talk&Text Plans i Talk Talk & Text 700 $69.99 5 i $99.99 1 $0.45 i Not Included �---- --... - -- I 1400 $89.99 _.__....__.__ $119.995 $0.40 --- 2000 j $99.99 - .-._._. - _ --........_. i $129.99 5 -r__._$0.35 3000 _ G $149.99 -�-- $179.99 5 $0.25 - 4000 -...j $199.99 -........-r ..........- - ....__ 6000 ..........- _.......$230.99 __. -_......8 j $0.25 _... --_$274.99 ..............-!--.............. $305.99 - �__ ! $0.25 7500 $424.99 j $455.99 Included 10000 _._._....._. .... ... - r--._......... ..._...-- j $544.99 $0.25 i -- ' $575.99 _..._ -...30 ' _. 15000 .......... ._.-.-._ _$804.99 _- ; $835.99 0.25 �_... 20000 _............ -. $1084.99 --- $1115.99 _...-.._...--_......40 $0.25 j 30000 $1609.99 - ^$1640.99 50 -- $0.25 _...._ _.._...-_ i Add a Line" $9.99 $9.99 or$15.99 - $199/MB or per data package' ( Data Sent or Received i . � Notes Current coverage details can be found at www.verizonwireless.com. See attached Calling Plan and Feature Details for important information about calling plans,features and options. Only primary lines are eligible for monthly access fee discounts. These plans are not eligible for discounts on month to month activations.Monthly Access Fees are for two lines of service. If the maximum number of lines associated with the Shared Monthly Anytime Minutes tier is exceeded, Customer will automatically be migrated to the lowest Shared Monthly Anytime Minutes tier that supports their number of lines. =Friends&Family eligibility varies on selected calling plan."All additional lines on a Talk&Text Plan with a Shared Monthly Anytime Minute allowance for 3,000 minutes or less are $9.99 each, for 4,000 minutes or more adding a line is $15.99 each. 13G Smartphones and 3G j Multimedia Phones require a data package. November 30,2011 This offer is vafd for 120 days from the date of subrr esion. Data Fumished In This Doarnent Shan Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Ofher Than To Evaluate The Document. Page 3 of 21 Custom of • The suite of Custom State of Texas Plans are not available to any retail customers. Therefore,these plans are not shown with a percentage discount off of retail. However,these plans,custom built for the State of Texas, DIR RFO#DIR-SDD-TMP-089,have more included minutes for a much lower monthly access charge compared to the most similar plans available to our retail customers. These plans have very high effective savings when compared to our most similar retail plans that results in these plans presenting our best possible value to the State and eligible customers. Custom State of Texas Calling Plans are not eligible for any other discounts or promotions. �_._ .........._ ... _......._..—_. ---.............. ... State of Texas Government Subscribers only _._............__.._..� _._............. _..._......... — I Plan Description ! Texas Flat Rate Texas Texas _... _....� --_---------- .. — --.........._.... 100 200 Standard Monthly Access Fee $3.99 -..—........ $19.99 $21.99 — -...._ Home Airtime Minutes 0 100 — 200 $10 for 1000 minutes Night and Weekend Minutes es oUnlimited Included Unlimited Included $20 for Unlimited _ _— -— ........... .._.... ..._ _ IN Calling Minutes ! $10 for 1000 minutes or I 9 I Unlimited Included Unlimited Included $20 for Unlimited { Push To Talk I Unlimited One to One and Group Callin. $10.00 additional monthly access fee per line) _I Verizon Wireless I Domestic Long Distances j Included --._...__..........� ............. _.._...--- _............. I Included TXT Messages2 0 ! 200 200 _ _...... ---..._.� - -.........— --...-....._ -.......... Access Discounts Do not apply. _ — —' j Per Minute Rate $0.08 $0.35 $0.35 j (over allowance) ; _...._._.__..._ _......_ __---_---------------.-- -------- ..—� Verizon Wireless r Included for calls placed within the State of Texas Long Distance ......4.._. ._._.._.-- ........... _._9.-- I Roam Rate3 $0.50(includes Verizon Wireless'Domestic Lon Distance for calls made per minute) throughout the 50 states) Custom Regional Data Option4 $44.99 ! $44.99 $44.99 Regional Share Option4 N/A j $3.00 $3.00 i Note:These plans include a home airtime area that encompasses the Verizon Wireless America's Choice network in Texas. Our America's Choice network I includes Verizon Wireless'network and the network of select roaming partners. Please see coverage map for more information. Please see Calling Plan Features for included and additional features; Verizon Wireless Calling Plan Terms and Conditions apply. 1-Applies to calls made when in the fifty U.S. I states. 2-Text Messaging terms and conditions apply. 3-The Roam Rate applies while outside of the State of Texas home airtime rate area in United States j and Canada. 4-Share Option: Sharing is available only among Government Subscribers on the Custom State of Texas Local calling plans choosing the I Share Option. Sharing on these calling plans is for voice anytime minutes only. Customer must maintain a minimum of five (5) Government Subscriber lines, all choosing a qualifying plan with Share Option. Verizon Wireless reserves the right to remove the Share Option from all Subscribers if the 5 I Subscriber minimum is not met at any time. Sharing may only be available among Subscribers activating Wireless Service in the same Verizon Wireless market or group of markets(geographic regions may contain multiple Verizon Wireless markets). Sharing may require all Subscribers to be on the same billing account.Each sharing Subscriber's unused anytime minutes will pass to other sharing Subscribers that have exceeded their anytime minutes during j the same monthly billing period(IN Calling minutes and Night and Weekend minutes do not share). Each sharing Subscriber's Monthly Anytime Allowance i Minutes apply first to that line.Unused Monthly Anytime Minutes are then shared with other sharing Subscribers that have exceeded their Monthly Anytime Allowance in order of highest usage. November 30,2011 This offer is vaid for 120 days from the dale of submission. Data Fumshed In This Document Shal Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 4 of 21 Nationwide Flat Rate Calling Plans The Nationwide Flat Rate Calling Plans are NOT eligible for monthly access fee discounts and promotions No Domestic Roaming or Long Distance Charges _Monthly Anytime Voice Minutes Government Subscriber Month Access Fee ...... ......... 0 $11.99 ............ .................................................. Per Minute Rate .25 .......... ....... Data Sent or Received ........... $0$1.99/MB or per datWD�,_k_q_q I Notes: Current coverage details can be found at www.verizonwireless.com. See attached Calling Plan and Feature Details for important inGWati_ about calling plans,features and options. 13G Smartphones and 3G Multimedia Phones require a data package: .................................... November 30,2011 This offers valid for 120 days from the dab of sulwisun. Data Famished In This Doarmt Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose 01fe Than To Evaluate The Document. Page 5 of 21 Nationwide Canada • Plans Nationwide Calling Plans are eligible for monthly access fee discounts and promotions(when available)and include: 111 National Mobileto Mobile Calling Minutes 1000 Night&Weekend Minutes No Domestic Roaming or Long Distance Charges to Canada • the U.S.(Including PuertoRico) Monthly Anytime Voice Minutes Monthly Access Fee I-- — _............ ........... 450 - $59.99 _ Not Included i $0.45 900 $79.99 —_� $0.40 1350 _.-._. _.......__ .99$99 ------ _._._ i � $0.35 i I ,. 2000 -. ......_--, $119.99 _ Included $0.25 4000 $169.99 $0.25 ........_—�—_.._........... 6000 _.....� $219.99 $0.20 Data Sent or Received _ $1.99/MB or per data Notes: Current coverage details can be found at www.verizonWreless.com.Anytime minutes, Night and Weekend Minutes,and per minute rates are i for use from within the Nationwide Plus Canada rate and coverage area. Mobile to Mobile Calling Minutes are for use from within the Nationwide Plus Canada rate in coverage area in the U.S.and Puerto Rico.See attached Calling Plan and Feature Details for important information about calling plans, features and options. Roaming in Canada outside of the Nationwide Plus Canada Rate and Coverage Area is$0.69 per minute. 'Friends& Family eligibility varies on selected calling plan. In the Canadian Broadband and Canadian Enhanced Services Rate and Coverage areas, usage will be charged at the rate of$0.002 per KB or$2.05 per MB.These plans are not eligible for discounts on month to month activations. r3G Smartphones and I 3G Multimedia Phones require a data Dackage. Nationwide Plus Mexico Calling Plans UnlimitedNationwide Calling Plans are eligible for monthly access fee discounts and promotions(when available)and include: U.S. Mobile . Mobile Calling Minutes 1000 U.S. Night&Weekend Minutes No Domestic Roaming or Long Distance Charges to Mexico and the U.S. (including j Puerto Monthly Anytime Voice Minutes Monthly Access Fee ........ 450 $54.99— Not Included $0.45 $74.99 ' 900 _?"__.— _..._._... - ----- , _t_.._....... �.........._ �I —_� __.__..._._. —�—.._..._........ _.......__ $94.99 _......-- ...._ .351350 $0 -........_ 2000 _ _.._ $114.99 ...... ........... Included* I $0.25 .. -- 4000 $164.99 __ 1 $0.25 6000 —� __... $214.99 -- I _ $0.20 Data Sent or Received _ $1.99/MB orper data packager I Notes: Current coverage details can be found at www.verizonWreless.com.Anytime minutes, Night and Weekend Minutes,and per minute rates are for use from within the Nationwide Plus Mexico rate and coverage area. Mobile to Mobile Calling Minutes are for use from within the Nationwide Plus j I Mexico rate in coverage area in the U.S.and Puerto Rico.See attached Calling Plan and Feature Details for important information about calling plans, features and options. Roaming in Mexico outside of the Nationwide Plus Mexico Rate and Coverage Area is $0.99 per minute. 'Friends & Family i eligibility varies on selected calling plan In the Mexican Broadband and Mexican Enhanced Services Rate and Coverage areas, usage will be charged at the rate of$0.005 per KB or$5.12 per MB.Verizon Wireless reserves the right to migrate subscribers on the Nationwide Plus Mexico service to the j Nationwide for Business Calling Plan if subscribers have less than half of their usage on the Verizon Wireless Nationwide and National Mobile to Mobile Service Rate and Coverage Area over three consecutive billing cycles. These plans are not eligible for discounts on month to month activations.r3G Smart hones and 3G Multimedia Phones require a datapackage. P 4 .- ---._..... ..__....... Novernber 30,2011 This offer's valid for 120 days from the data of subm'ssion. Data Famished In This Downent Shat Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose OlherThan To Evaluahe The Document Page 6 of 21 Data Package • The Data Packages are eligible for monthly access fee discounts and promotions,when available* Data •r Feature Phones and Smartphones MonthlyAccess Per Line when Optional eature Data Allowance • Allowance •• • to an eligiblevoice soluficris N/A 0 $1.99 per MB ----, j $10.00 75 MB $10.00 per each additional 75 MB of 1 N/A - -- -........._.. use $30.00* �._....._. -- I 2GB** _ $50.00 T- 5 GB** $10.00 per each additional GB of I $15.00 $80.00 10 GB** i usage ___.. Included I Included j Additional Data Allowance applies to all data usage including Per GB Rate After Additional Additional Monthly Access Fee hotspot and Mobile BroadbandAllowance Connect $20.002GB $10.00 per each additional GB of — ........................ L_......... Notes:Current coverage details can be found at www.verizonwireless.com. See attached Calling Plan and Feature Details for important information 1 about calling plans, features and options. NationalAccess Roaming will be charged at$0.002 per KB (Canada) and$0.005 per KB (Mexico). *The 1 $30.00/2GB data package is eligible for monthly access fee discounts when combined with select Business calling plans. **Smartphone Subscribers j require a data package with a minimum allowance of 2GB. Personal Email Feature is included with all data packages contained herein.These plans are not eligible for discounts on month to month activations. i 4G Mobile Broadband Plans for Internet browsing,email,or intranet access The 4G Mobile Broadband Plans are eligible for monthly access fee discounts. ........._.— 4G Mobile Broadband I Monthly Access Fee $50.00 i $80.00 MB Allowance 5GB 10G6 —........_..-- _..... 1 Overage Rate __.__..._ $10.00 per GB _ —._. .........._._. ........ Notes: 4G and 3G Mobile Broadband coverage details can be found at www.verizonwireless.com. 4G service requires 4G equipment and 4G coverage. Typical 4G speeds: 5 to 12 Mops download, 2 to 5 Mbps upload. When traveling in the 3G Coverage Area, you can expect download speeds of 600 Kbps to 1.4 Mbps and upload speeds of 500 to 800 Kbps.When traveling in the Extended 3G Coverage Area,you can expect download I speeds of 400 to 700 Kbps and upload speeds of 60 to 80 Kbps.Outside the Mobile Broadband Rate and Coverage Area,the Nation alAccess network I allows connections at typical speeds of 60 to 80 Kbps. See the Calling Plan and Feature Details in the Agreement or contact your Verizon Wireless sales rep for important information about calling plans, features and options. * Monthly Access Fee discounts on these Plans are available for Government Subscribers only. x November 30,2011 This offer is vald fbr 120 days from the dale otsubrrwssion. Data Fumished In This Document Shal Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose OlherThan To Evaluale The Document Page 7 of 21 Mobile Broadband Data Plans The Mobile Broadband Data Plans are eligible for monthly access fee discounts and promotions,when available. 1 Mobile Broadband Pricing for Tablets,Netbooll 4G LTE Modems,3G&413 I-Tt Dedicated Mobile Hotspots ............ -- Monthly Access Fee $50.00 $80.00 Monthly ........ ........ ItAllowance 5 GB -------- ........... 10 GB Per GB Rate After Allowance........ $10.00 per each additional GB of usaqe ............... NationalAccess Roaming $0.002 Per KB(Canada)/$0.005 Mexico) 25 per minute ........... Per Minute Ratett _.!��er KB . ................ ................ Domestic Long Distance Included ............. Notes: Current coverage details can be found at www.verizonwireless.com, See attached Calling Plan and Feature Details for importanti i information about calling plans,features and options.4G and 3G Mobile Broadband coverage details can be found at www.verizonwireless.com. 4G service requires 4G equipment and 4G coverage. *The$30.00/2GB plan is not eligible for monthly access fee discounts.ItThe$30.00 2l i is not available with 4G LTE modems(USB and embedded Notebooks,and is not available with 3G and 4G LTE Dedicated Mobile Hotspots. ttPer Minute Rate applies to voice calls, IS-95 and other non-NationalAccess data usage in the United States. These plans are not eligible for discounts on month to month activations. Mobile Broadband Hotspot Data Plans The Mobile Broadband Hotspot Data Plans are eligible for monthly access fee discounts and promotions,when available. Mobile Dedicated Hotspot and Mobile Broadband Connect Plans All Feature Phones that are capable of Moblle Broadband Connect `,lobile Hotspot or both(lnClUdes Netbook.Notebook 'AFl 2200 and Five Spot Mobile) Monthly Access Fee 11 $20000 $50.00 $80.00 —2 Monthly Allowance GB 5GB --------- 10 GB Per GB Rate After Allowance I -------.................. $10.00 NationalAccess Roaming $0.002Mexico——--------------- _p�r K ....�anad!o/ q.005 per KB ................... Per Minute Ratet $0.25 per minute Domestic Long Distance Included Notes:Current coverage details can be�f6n-d-iit www.verizonwireless.com.See attached Calling Plan and Feature—Dli ---——------- important informition about calling plans, features and options. *Month)y Access Fee discounts on these Plans are available for Government Subscribers only. Mobile Broadband Connect is currently available on select voice and data devices, and provides Mobile Broadband/NationalAccess service utilizing the 1 1 device as a modem. A mobile office kit,VZAccess Manager Software,a cable for tethering and/or a software update may be required. Bluetooth® 1 is not supported with Mobile Broadband Connect. tPer Minute Rate applies to voice calls, IS-95 and other non-NationalAccess data usage in the United States. These plans are not eligible for discounts on month to month activations. ............. ............ November 3Q This offer is valid for 120 days Imm the dale of submission. Data Fumished In This Document Shall Not Be Duplicated,Llsel:1,Or Disdol In Whole Or In Part For Any Purpose Ober Than To Evaluate The Document Page 8 of 21 Enterprise . • Enterprise Messaging is NOT eligible for monthly access fee discounts. Enterprise Messaging Monthly Access Fee standard text messaging r _ 100,000 - $200.00 .......... _._......._..._ Unlimited $500.00 j n/a _ _.— _ 1. ENTERPRISE MESSAGING: In order to protect its network and safeguard subscriber privacy from unsolicited (spam) or objectionable text i messaging, Verizon Wireless employs protective measures, including aggregate message volume limits, content filtering, and speed of service limitations on publicly accessible Internet messaging gateways. Verizon Wireless Enterprise Messaging service allows enterprise accounts to send aggregate text messages to other Verizon Wireless subscribers while reducing potential delays related to these protective measures. 2.REQUIREMENTS AND RESTRICTIONS: Enterprise Messaging is only available to Customers with at least one hundred(100)active Government Subscribers. Verizon Wireless will provision a Pilot Mobile Phone(described below)and provide access to the Enterprise Messaging Access Gateway (EMAG)online portal to set up and manage the service. Enterprise Messaging can only be used to send messages to Verizon Wireless subscribers. Customer must (a) establish an opt-in process that effectively captures each subscriber's consent to receive Customer's messages, informs subscribers of the nature and scope of Customer's messaging campaigns and any financial obligations ("Standard Messaging Charges Apply") j associated with the messaging; (b) maintain opt-in records for a minimum of six (6) months from the date of a subscriber's opt-in consent; and (c) immediately complyi with subscriber opt-out requests such as STOP, END, CANCEL, UNSUBSCRIBE, or QUIT in compliance with Mobile Marketing Association (MMA) guidelines (www.mmaglobal.com). Customer can use compatible, properly configured SNPP, WCTP, XML, and SMTP messaging protocols,for which it is solely responsible,for maintaining facilities to monitor its messaging operations or the EMAG portal,to send up to i fifteen(15)text messages per second to subscribers. Provision of the EMAG service does not obligate Verizon Wireless to support variations of these protocols,whether those variations are optional within the published protocols or are variations to the published protocols. Customer agrees that:(a) ! its messaging will comply with applicable industry guidelines (e.g., MMA's Best Practices and CTIA's Wireless Content Guidelines) and Verizon Wireless content standards(www.verizon.com/contentpolicy) as they may be updated from time to time; (b)it will not send messages containing I executable files or links to other content or premium or similar messages that require a subscription or surcharge; (c)it will not install, deploy,or use i any hardware,firmware,software,or other technology or technique to circumvent Verizon Wireless'messaging network operations protections except as granted under this agreement;and(d)it will not send any objectionable material via Enterprise Messaging or advertise, promote,distribute,or use objectionable material in connection with Enterprise Messaging (for purposes of this agreement, objectionable material includes, but is not limited to material that:(i)is prohibited by any applicable law,rule,or regulation;(ii)contains anything that is obscene or indecent or anything with strong sexual, explicit, or erotic themes or that links to such content; (iii)contains hate speech; (iv)contains excessive violence; (v)contains extreme profanity; (vi) contains misleading or fraudulent claims;or(vii)promotes or glamorizes alcohol abuse, illegal drug use or use of tobacco products). Consistent with prevailing standards in other content distribution mediums,content in this category that does not satisfy the above may be distributed if included in the j context of artistic,educational,medical,news,scientific,or sports material. Customer agrees that its use of Enterprise Messaging will comply with any applicable local,state,national,and international laws and regulations. ? 3.LIMITATIONS: Wireless phones use radio transmissions which by their nature do not permit the delivery of text messages when the wireless phone I I is not in range of one of Verizon Wireless's transmission sites or a transmission site of another company that has agreed to carry the calls of Verizon Wireless customers, or if there is insufficient network capacity available to handle the message at that moment. Even within a coverage area,there j are many factors that might interfere with the delivery of text messages, including the subscriber's equipment, terrain, proximity to buildings, foliage, and weather. Verizon Wireless also does not own or control all of the various facilities and communication lines between Customer's site and Verizon ! Wireless Enterprise Messaging access point. Due to these natural and technological limitations and the limitation in the number of messages that can be sent(up to fifteen(15)per second), ENTERPRISE MESSAGING SHOULD NOT BE USED AS THE SOLE MEANS TO SEND MESSAGES THAT j CONTAIN INFORMATION THAT IS ESSENTIAL TO THE PROTECTION OF LIFE OR PROPERTY, OR IS MISSION ESSENTIAL OR CRITICAL IN l OTHER WAYS. 4. CUSTOMER'S ENTERPRISE MESSAGING CONTACT: Customer agrees to provide contact information including a phone number and email address to Verizon Wireless of an Enterprise Messaging contact or contacts, who shall be available during business hours and any other time period that Customer utilizes Enterprise Messaging for the purpose of assisting to resolve service matters and trouble shooting. Customer must provide written notice of changes to contact information fourteen(14)days prior to such change(s). i 5.PILOT MOBILE PHONE: Verizon Wireless shall provide Customer with one pilot mobile phone at no charge to manage password setup and resets. Customer should safeguard the pilot mobile phone in case password resets are needed as Verizon Wireless must rely on regular mail delivery of password resets if the phone is not available(password resets cannot be given over the phone or sent via email). This pilot mobile phone will not be j capable of making any voice calls. Customer shall promptly notify Verizon Wireless if the pilot phone is lost, damaged, or stolen..Verizon Wireless reserves the right to charge Customer for replacement phones. 6.IP ADDRESSES: Enterprise Messaging will be available for up to fifteen (15)public static IP addresses for each messaging protocol the Customer uses. Customer's Authorized Enterprise Messaging Contact shall provide the IP addresses and updates to the addresses in writing on a form provided to Customer by Verizon Wireless. Dynamic IP addresses and IP address ranges are not permitted. 7.TERMINATION OF SERVICE: VERIZON WIRELESS CAN,WITHOUT NOTICE,LIMIT, SUSPEND,OR CANCEL CUSTOMER'S ACCESS TO OR USE OF THE ENTERPRISE MESSAGE SERVICE OR EMAG IF CUSTOMER VIOLATES THE RESTRICTIONS HEREIN OR FOR GOOD CAUSE which shall include,but is not limited to:(a)breaching the Agreement; (b)spamming or other abusive messaging; (c)using Enterprise Messaging in a way that adversely affects the Verizon Wireless network,its customers,or other customers allowing anyone to tamper with messa in a plications Noverrber 30,2011 This offer is vaid fa 120 days from the die of submission. Data Furnished In This Doaxnent Shall Not Be Duplicated,Used,Or Dklosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 9 of 21 in a manner contra to the terms set forth herein; a an �� -contrary to ( ) y governmental body of competent jurisdiction suspends or terminates your service or institutes a requirement,ruling,or regulation that conflicts with this Agreement;or(f)operational or governmental reasons. 8.DISCLAIMER AND LIMITATION OF LIABILITY: CUSTOMER AGREES THAT ENTERPRISE MESSAGING AND EMAG ARE PROVIDED ON AN "AS IS"BASIS AND CUSTOMER'S USE OF ENTERPRISE MESSAGING AND EMAG IS ITS SOLE RESPONSIBILITY. VERIZON WIRELESS(AND ITS OFFICERS, EMPLOYEES, PARENTS, SUBSIDIARIES, AND AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS, VENDORS, AND SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES FOR ENTERPRISE MESSAGING, EMAG OR TEXT MESSAGE DELIVERY, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF j TRADE, OR ARISING UNDER STATUTE. VERIZON WIRELESS DOES NOT WARRANT THAT ENTERPRISE MESSAGING OR EMAG WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, OR LOSS OF CONTENT, DATA, OR INFORMATION. VERIZON WIRELESS SHALL NOT BE LIABLE FOR ANY FAILURE TO PROVIDE ENTERPRISE MESSAGING AND MAKES NO GUARANTEES THAT ANY TEXT MESSAGE WILL BE DELIVERED. NEITHER PARTY, NOR ITS AGENTS OR VENDORS, SHALL BE LIABLE TO THE OTHER PARTY, ITS EMPLOYEES,AGENTS,OR I ANY THIRD PARTY FOR ANY INDIRECT,SPECIAL,CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. 9. INDEMNIFICATION: Customer shall defend, indemnify,and save harmless Verizon Wireless and its successors,assigns,employees,and agents, and their heirs, legal representatives, and assigns from any and all claims or demands, including claims for bodily injury or death, or damage to j property,arising from Customer's use of Enterprise Messaging or EMAG including reasonable counsel fees and costs. 11.SUBJECT TO CUSTOMER'S AGREEMENT: These terms supplement Customer's Agreement as it relates to Enterprise Messaging and EMAG and the terms of such Agreement, are applicable to Customer's use of Enterprise Message and EMAG. If there are any inconsistencies between these terms and Customer's Agreement,these terms shall control with resect to Enterprise Messa in . _ r f i November 30,2011 This offer's valid for 120 days frau the date of submission. Data Fumished In T%Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Otter Than To Evaluate The Document. Page 10 of 21 i. Static IP— Isolated Pool w/Fixed End System (FES) [Internet Restricted] Static IP—Isolated Pool w/Fixed End System(FES)[Internet Restricted] is NOT eligible for monthly access fee discounts. Per Account Level Set-Up One time fee $500.00 Per Account New Connect Set-Up One time fee $1500.00 Public Safety Subscribers Account Set-Up:Verizon Wireless will waive all account set-up fees including both the$1500.00 connection fee and the$500.00 Static IP address fee for new Public Safety NationalAccess activations only. Note: Static IP is subject to the selected eligible calling plan. Subscribers that are placed into this pool will be limited to utilizing the Verizon Wireless Network for transport to and from their FES connections to the Verizon Wireless Network. In addition to providing an Internet restricted Static IP address customers will also gain the benefit of having mobile-to-mobile traffic denied. Utilization of the Static IP pool will permit the use of an Internet restricted IP address, thus minimizing Customers' risk and potential abuse of the network connection. 'Static IP addresses will be available on remote access, MB and Unlimited NationalAccess plans or features only. Static IP addresses are not available on MOU(Minutes of Use)Plans. 'Fees may not apply in certain VPN environments. Fees are per account level(regardless of the number of IPs ordered)selecting Static IP and may apply in addition to$1500.00 Connect Fee in certain configurations. 3Applies to a connection set up that bypasses an existing facility to terminate in a new facility(new connection into the router). Offers an additional layer of security enabling the IP to be identified. Applicable if VZW handles any other dedicated circuit other than the public Internet Cloud (default) Port charge for routing to a new private or dedicated circuit(e.g.landline carrier,point to point DS1,Frame Relay or VPN to VPN Static IP: Static IP addresses will be available on remote access, MB and Unlimited NationalAccess plans or features only. Static IP addresses may be reserved and should be assigned to the mobile numbers within 90 days. De-activated Static IP addresses will go into an "ageing pool"for 24 hours. After 24 hours, these Static IP addresses will be returned to reserved status for the account. Reserved Static IP addresses will be shown at the account level and can be viewed from the billing system. Feature activations will be stored in the "data warehouse"database along with the Static IP Address for reporting. A Static IP address is associated with the device's MDN(Mobile Dialing Number). Each time the subscriber initiates a data session the Static IP address that is associated with their MDN is assigned to their device for each session. Subscribers completing an ESN Electronic Serial Number change will retain their Static IP address. i 3 i 3 i s i n November 30,2011 This offer is valid for 120 days from the date of subrr s . i s Data Furnished In This Document Shap Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 11 of 21 i t e Field Force • and The Field • .•-r Plan with a monthly access fee of ' • •the Field Force Manager • of II are eligible for FieldMonthly Access Fee Discounts. Force • Monthlyper Basic Limited*(no voice) _ Basic* no voiceI $24.99 Deruser $29.99 Field Force Manager Monthly Access Fee per Basic Phone or . . Limited Basic Pro** $15.00 er user data plan req $20.00 Ur user faWlan r uired $25.00 ner user data planMonthly Access Fee per Push to Talk r uired capableField Force Manager/Push to Talk Bundled Plan*** $45.00 per user N eot s: Current coverage details can be found at www.vedzonWreless.com. See attached Calling Plan and Feature Details for important information about calling plans,features and options. TField Force Manager("FFM") Features may only be added onto a calling plan with a monthly access fee of$34.99 or higher and the Nationwide Unlimited Push to Talk Calling Plan(monthly access fee discounts do not apply when added to the Nationwide Unlimited Push to Talk Calling Plan). They require a minimum $10.00/75 MB Data Package for Basic Phones and a minimum $30.00/2 GB Data Package for Smartphones. FFM is available on select devices only. *FFM Plans are only available on select Basic Phones and are not available on 313 Smartphones. **FFM Pro is not available on all devices.***Voice calls are blocked on the FFM Plans and FFM/Push to Talk Bundled Plan. If the Block Voice Feature is removed,a i per minute rate of$0.25 shall apply for.all voice calls.Downloading the FFM application requires approximately 2 MB(megabytes)of data. November 30,2011 This offer is vafd for 120 days from the date of submission. Data Funished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Pat For Any Purpose Other Than To Evaluate The Document Page 12 of 21 Optional Software)BES(BlackBerry Enterprise • CAL(Client Access License)sales are not eligible for discounts r---�----°-° N�ber of Users Y SKU�eri*ParonYOwwireless MSRP BES.'Trade�tlp Key - _.__ Note:This#fele mus#be ordered. I N/A PRD-10452-016 $2,899.00 BlackBerryfnterprise j Microsoft Exchange-20 users PRD 24256-001` $4,099.00 Sert►sr`VersW 5.0 1 IBM Lotus Domino-20 users :PRD-24256 002 $4,099.00 Microsoft Exchange-20 users PRD-1045�� P 2-001 $4,099.00 ' SlacklIS",Enterprise i IBM Lotus Domino-20 users PRD-10452-003 $4,099.00 ServerVersion 4.1 F Novell Grou wise-20 usersPRD-10452-005 $4,099.00 _ Microsoft Exchange-5 users PRD-10452-024 $599.00 IBM Lotus Domino-5 users PRD-10452-025 $599.00 j Microsoft Exchange-10 users PRD-10452-027 $949 00 BlackBerryProfessionat __. _. i Software Version 4.1 I M Lotus Domino-10 users PRD-10452-028 $949.00 1 user PRD-07599-017' ;$99.00 5 users PRD-07599-018" $429.00 I 10 users PRD-07599-019` $699.00 I b0 users PRD-07599-020' $3,299.00 ' PRD-07599-021 i BlackSOny Enterprise , 100 users $5,999.00 Server BPS CAL.s 1500 users PRD-07599-022* $27,499.00 1 user PRD-07599-043' $99.00 Small Business Edition(CALs) 5 users PRD-07599-044` ,$429.00 "Select Blackberry Client Access Licenses available for purchase through My Business Account and the Verizon Enterprise Center. t SSk F November 30,2011 This offer's valid for 120 days torn the date ofsubrrrssion. Data Furnished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 13 of 21 i • Now • • Solution This plan has been discounted and is not eligible for any additional discounts of promotions. Zipit Discounted Monthly Access Fee $15.00 Optional Feature Access Fee N/A Domestic MB Allowance 3 MB Overage Rate Per KB $0.005/KB National-Access Roaming N/A Home AirtimelMin.Rate N/A Domestic Text Messages Standard Rate Domestic Long Distance' Included NOTE: Current coverage details can be found at www.verizonwireless.com, Subject to the NationalAccess/Mobile Broadband terms and conditions; additional terms and conditions apply to Unlimited,Megabyte(MB),PDA and BlackBery Plans. BroadbandAccess is available only in specific markets; please see www.verizonwireless.com for current availability. NationalAccess is available in the National Enhanced Services rate and coverage area; see map for details. 'Roaming, toll, and long distance charges may apply when messaging outside of the NationalAccess home airtime rate and coverage area and in CDMA countries, see International Roaming terms and conditions. Data usage is rounded to next full kilobyte at end of each billing cycle. Any unused portion of the monthly megabyte allowance is lost. This plan is not eligible for pooling or sharing of the megabyte allowance. Machine to Machine Plans Machine to Machine Plans with monthly access fees$34.99 or higher are eligible Monthly Access Data Allowance Overage Rate per MB Share Option* Data Roaming per KB �-- — ....._. 1M6 --....— -- ---... t-..... ............... --._...__.._ i _...__._ (Canada) .._..__ $5.00 _....... ; $7.00 5MB $3.00 per MB Tier 1:Lines on 1 MB through 50MB plans ' $10.00 $0.002 may share data at no charge. l $0.002 $15.00 i 50M6 — j ...... l _............._ .------- _.._ $25.00 I 250MB — — j i-.....— $0.03 r MB Tier 2:Lines on 250MB through 5GB plans —._ i per $0.002 j $50.00 5GB i monthly fi may share data at$10.00/line my ee. _ _. _........_ NI ote- Machine to Machine coverage included the Verizon Wireless 4G,3G and 3G Extended networks. Current data coverage details can be found at j www.verizonwireless.com,*Customer must maintain a minimum of 5 lines on the Machine to Machine plans in order to share data.Sharing among M2M lines is available only among lines active on plans in the same sharing tier. Each sharing Line's unused KBs will pass to other sharing Lines that have exceeded their data allowance,during the same monthly bill cycle.Unused KBs will be distributed proportionally as a ratio of the KBs needed by ' t each applicable M2M Line to the total KBs needed by all sharing M2M Lines. Some accounts may require special handling,which may take 1 to 2 bill cycles,before sharing is available.Plan changes may not take effect until the billing cycle following the change request. r t F i t A t r 4 2 S w I Novanber 30,2011 This offer is valid for 120 days from the dale of sutxnisssion. Data Fu nshed In This Document Shat Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose OlherThan To Evaluate The Document Page 14 of 21 Verizon " Plan Optional Calling Plans and Associated Charges:Government Subscribers may activate email, (iii) Instant messages, and (iv)Text messages with customers of wireless Wireless Service on the calling plans included with this Agreement, as well as carriers in Canada,Mexico,and Puerto Rico.Messaging is subject to Text,Picture, eligible Verizon Wireless consumer/retail calling plans, subject to the terms of and Video Messaging Terms and conditions.Premium messages are not included. this Agreement. On Family SharePlan° calling plans, monthly access fee Messaging bundle benefits do not apply to international messages. discounts apply only to the primary line of service. Subscribers may take Friends & Family: Calls directed to and received from an account's listed advantage of promotions or purchase Equipment at government pricing, but this Friends & Family numbers shall not use Monthly Anytime Voice Minutes. For may require a Line Term extension after initial activation. Some calling plans or Nationwide Family SharePlans with 1400 minutes or more,subscribers can add monthly access price points may not be available in all markets. Subscriber's up to ten (10)Friends&Family numbers. Only calls from Nationwide Coverage first partial and full month's access and any activation fees are payable in Area to designated domestic landline or wireless numbers (excluding Directory advance and will not be refunded after activation of the Wireless Service Assistance, 900 numbers, or customer's own wireless or Voicemail access Charges for calls will be based on the cell sites used,which may be outside the numbers)may be added;all qualifying lines on an account share the same Friends calling plan coverage area even when the subscriber is physically within the & Family numbers, up to account's eligibility limits; My Verizon, My Business coverage area. Time of the call is based on the telephone switching office that Account or Verizon Enterprise Center is required to set up and manage Friends& carries the call, which may be different from the time of day shown on Famil numbers. subscriber's phone. Rates do not apply to credit card or operator-assisted calls, Verizon Wireless Calling . . n Included Features' which may be required in certain areas. Usage rounded up to the next fullCall Waitin s.� Three WayCall in 2,7 minute. Unused minutes and/or Megabytes are lost. On outgoing calls,charges Call Forwardin z, No Answer/Busy Transfer7 start when subscriber first presses SEND or the call connects to a network, and Caller ID3,7 Basic Voice Mail2,4,7 on incoming calls,when the call connects to a network(which may be before it 411 Search 5,7 Basic Text Messaging6 rings).A call may end several seconds after subscriber presses END or the call Mobile Web 2,7,8 International Calling/Roamings otherwise disconnects. Calls made on the Verizon Wireless network are only 1 Not available in some areas. billed if they connect (which includes calls answered by machines). Billing for 2Airtime charges apply to all calls simultaneously and to forwarded/transferred calls airtime and related charges may sometimes be delayed. Calls to "911" and even if the call is sent to another wireless phone. Voice mail boxes not initiated certain other emergency services are toll-free and airtime-free; however, airtime within f0 days of activation are cancelled. may be charged when dialing toll-free numbers.All features may not be available 3When making a call, subscriber's MTN may be displayed to the receiving party in all Verizon Wireless markets. with Caller ID capable Equipment. Caller ID service may not be available outside Anytime Minutes:Anytime Minutes apply when making or receiving calls from a the rate and coverage areas, and may not be compatible with certain enhanced calling plan's rate and coverage area. Coverage information is available at features.Caller ID can be blocked for most calls by dialing*67 before each call,or www.verizonwireless.com. Airtime is rounded up to the next full minute. by ordering per-line call blocking where available.Calls to some numbers,such as Allowance minutes/Megabytes are not transferable except as may be available toll-free numbers,cannot be blocked. on calling plans with sharing. In order to gain access to coverage in newly ^Airtime charges apply to message retrieval. expanding markets, subscribers must periodically dial *228 to update roaming 5411 Search, directory assistance with automatic call completion is subject to a information from voice or Smartphone devices;from the VZAccess Manager,go $1.99 per call fee plus airtime and text charges 9 applicable. Directory assistance into "Options" and click "Activation," while in the National Enhanced Services rates are subject to change. Rate and Coverage Area every three months. This may alter the rate and 6Text Messaging offered at the prevailing rate, currently$0.20 per inbound and I coverage area. Automatic roaming may not be available in all areas and rates $0.20 per outbound message per address $0.25 for picture messages. Text F may vary.Roaming charges may be delayed to a later bill. message charges are subject to change. } Long Distance: Unlimited domestic long distance is included when calling from 7Feature not included on NationalAccess and Mobile Broadband Plans at no the calling plan's rate and coverage area, unless otherwise specified in the charge,but are available at the prevailing Verizon Wireless rates. calling plan. 8Mobile Web Alerts are sent as Text Messages and are subject to Text Customer's Cell Phone Number and Caller ID: Verizon Wireless will assign one Messaging pricing, terms and conditions. Mobile web is not available on € Mobile Telephone Number("MTN')to each subscriber line.Other than as required Smartphones or the Email and Web for BlackBerry Plans. Unless a Mobile TV to port an MTN,Customer does not have any property right in the MTN and Verizon Select Package is subscribed to megabytes sent or received (including ) Wireless may change, reassign, or eliminate an MTN upon reasonable notice to advertising) will be aggregated each month, rounded up to the next full Customer under certain circumstances, including fraud prevention, area code megabyte, and billed at$1.99/ MB. Complete terms and conditions for Mobile changes and regulatory or statutory law enforcement requirements. Web may be found at www.verizonwireless.com. Unlimited Messaging: Unlimited Messaging is included with the Talk & Text 9lnternational Calling/Roaming prices start at$.49 a minute(plus airtime). For Plans,and is available in the National Enhanced Services rate and coverage area complete terms and conditions for International Calling/ Roaming please visit # in the United States.Messaging applies when sending and receiving(i)text,picture verizonWreless.com/intemational. and video messages to and from Verizon Wireless and Non-Verizon Wireless customers in the United States, (ii) Text picture, and video messaoes sent via Calling Plan Optional Features F ORbonal Feature Access Fee Additional Messages ; Overage Rate E Unlimited Mobile to Mobile Messaging —. _,...____._ —; (Text,Picture,&Video Messaging) $10.00 -_ 500 0.1 $20.00 5000 Per message/per address ' Visual Voice Mail ! $2.99 month) charge a Premium Voice Mail _� $1.99 monthly charge _ _. Push to Talk $5.00/MonthIAy ccess Fee* I Text,Picture,&Video Messaging C_..._Optional Feature Access Fee Included Messages Overage Rate ..._ �. $5.00 250 GSM International Roaming $0.10 per messa�el per address Global Phone Rates are available at www.VerizonWireless.com F Verizon Wireless International Long Distance Value Plan $3.99 plus applicable airtime and long distance charges Nmwter 30,2011 This offer is valid for 120 days from the date of submission. Data Furnished In This Document Shat Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 15 of 21 i t • MW FRIN • •• Optional Feature rates and packages are subject to change. Other Optional Features may be available please see your Account Manager or visit I www.verizonwireless.com for information. "The Push to Talk Feature is available when combined with a calling plan with a monthly access fee of$34.99 or hi her. --- _ Visual Voice Mail:Visual Voice Mail is only available in the national Enhanced Mobile to Mobile Messaging:Cannot be combined with any other package that Services Coverage Area and only on select devices.Basic Voice Mail required. includes a Text or Picture & Video message allowance. Mobile to Mobile Not compatible with Text Messaging Block. Data charges apply during Messaging applies only to Text/ Picture/ Video messages sent to and received application download and standard messaging rates apply for messages from other Verizon Wireless subscribers' wireless phones while both wireless initiated from the application. Accessing Voice Mail, Call Forwarding, Call subscribers are within the National Enhanced Services Rate and Coverage Area. Return, Personal Operator and other features are subject to airtime, long Additional messages apply to PIX Place, VTEXT/Text Alerts/getAlerts, Instant distance, roaming charges and taxes and Mobile to Mobile Calling minutes do Messaging(IM), Email,Premium Text Services,and Text/Picture/Video messages not apply. sent to non-Verizon Wireless customers, and these messages will be Push to Talk:Push to Talk calls may only be made with other Verizon Wireless decremented from the subscriber's Additional Message allowance or billed as Push to Talk subscribers, and only from the National Enhanced Services Rate overage. Additional Messages may not be applied toward International Text and Coverage Areas. For optimal Push to Talk performance, all callers on a Messaging, which costs 25 250 per message sent and 20¢ per message received; Push to Talk session must have an EV-DO Rev. A capable device and be please see www.vtext.com for additional details and countries. receiving EV-DO service.A Push to Talk call is terminated by pressing END or Multi-Media Messaging (MMS): Multi-Media Messaging (MMS) incudes picture will automatically time out after ten (10) seconds of inactivity. You cannot and video messaging and is only available within the National Enhanced Services prevent others who have your wireless phone number from entering you into Rate and Coverage Area.In addition,MMS messages are$0.25 per message,per their Push to Talk contact list.Only one person can speak at a time during Push address. In addition to the MMS per message charges, MMS uses calling plan to Talk calls. When using your phone keypad to make a Push to Talk call,you Anytime Minutes or kilobytes. Canceling an MMS message after pressing SEND must enter the ten-digit phone number of the called party.Presence information may result in sent messages that contain only partial content. Subscriber will be may not be available for all Push to Talk contacts. The timeliness of presence charged for outgoing MMS message, even if not received by the intended information may be impacted by the network registration status of a Push to recipient,or even if only partial content is delivered.Subscriber will not be charged a Talk contact.Your Push to Talk service cannot be used for any applications that for incoming MMS message unless received. An MMS message that cannot be tether your phone to computers or other devices for any purpose.Push to Talk- delivered within 5 days will be deleted. MMS is not available for use with a Mobile capable phone and feature required. Push to Talk subscribers cannot use Push Office Kit. Camera phones are prohibited in some places. Subscribers are solely t to Talk or other data products and services (i.e. Picture Messaging, Mobile responsible for complying with all applicable laws, rules, regulations and policies s Web, Get It Now, Mobile Broadband Connect, etc) while roaming on other regarding camera phone use. carriers'networks at this time. International Long Distance (I-DIAL): International Long Distance is available Mobile to Mobile Calling:Mobile to Mobile Calling minutes apply when making but may be subject to a 90-day payment history with Verizon Wireless. calls directly to or receiving calls directly from another Verizon Wireless International long distance rates will vary and do not apply to calls to Canada, subscriber while in the Nationwide Rate and Coverage area. Mobile to Mobile Puerto Rico,the U.S.Virgin Islands and some U.S.Protectorates,or to credit card calls must originate and terminate while both Verizon Wireless subscribers are or operator-assisted calls. Current international long distance rates can be found within the Mobile to Mobile Calling area. Mobile to Mobile Calling is not at www,verizonwireless.com and are subject to change. available(i)to fixed wireless devices with usage substantially from a single cell Verizon Wireless International Long Distance Value Plan: I-DIAL required to site,(ii)for data usage including Push to Talk calls,Picture or Video Messaging call most countries.Value Plan feature is not available on all Calling Plans.Rates (iii)if Call Forwarding or No Answer/Busy Transfer features are activated, (iv) are subject to change without notice. Standard International Long Distance rates for calls to Verizon Wireless customers using any of the VZGlobal®services, apply only on calls made from the Verizon Wireless network. Rates and service (v)for calls to check Voice Mail,(vi)in those areas of Louisiana and Mississippi availability may vary when your phone's banner displays "Extended Network." where the users roaming indicator flashes,(vii)in Canada and Mexico and(viii) Value Plan rates apply only on calls made from your Calling Plan's Rate and to users whose current wireless exchange restricts the delivery of Caller ID or Coverage Area. If a subscriber's Calling Plan's Rate and Coverage Area includes Caller ID Block is initiated. Mobile to Mobile Calling minutes will be applied Canada,calls made from that area to Canadian phone numbers,as applicable,will before Anytime Minutes. be billed per the Calling Plan. For Value Plan subscribers, calls made from the Night and Weekend Minutes:Apply to calls made in a calling plan's rate and Verizon Wireless network to countries not included in the Value Plan will be billed coverage area only during the following hours: 9:01pm Friday through 5:59am at standard International Long Distance rates. Additional surcharges may apply Monday and 9:01pm to 5:59am Monday through Friday.* when calling certain destinations, see www.verizonwireless.com/international for r *NOTE: If both Night and Weekend and Mobile to Mobile Calling minute details. allowances apply to a given call, Mobile to Mobile Calling minutes will apply International Roaming (Global Phone/ GlobalAccessl GlobalEmail): before Night and Weekend minutes. However, if either allowance is unlimited, International roaming requires digital or tri-mode CDMA phone with current the unlimited allowance will always apply first. software. Global Phone requires CDMA/GSM- capable phones and compatible e Text Messaging:Text Messaging includes Short Message Service(SMS up to SIM card. I-Dial required for GSM roaming, and for CDMA roaming in many 160 characters) and Enhanced Messaging Service (EMS up to 1120 destination. Rates,terms and conditions apply only when roaming on participating characters). Enhanced Text Messages sent to most SMS handsets will be GSM and CDMA networks in published destinations.Availability of service,calling s' delivered as multiple Text messages of up to 160 characters each.Subscribers features, and Text messaging varies by country and network and may be (` have the option to have text messages disabled entirely without affecting restricted without notice. Premium text messaging programs that are accessible ' voicemail or other related services. Text Messaging plans do not include domestically are also accessible when roaming internationally and charges will be r` Operator Assisted Messaging or International Messaging,which is available for in addition to text messaging roaming charges. Where available calls placed to 25¢per message sent and 20¢per message received;see www.vtext.com for directory assistance, entertainment lines and any third-party services are billed details and countries. Verizon Wireless is not responsible for information sent (along with applicable toll charges)in addition to roaming rates. Message waiting using Text Messaging or Enhanced Text Messaging. Verizon Wireless cannot indicator service is not available where text messaging is not available.Availability guarantee that messages will be received and is not responsible for messages of services and features, including the ability to make and receive international s that are lost or misdirected. Messages not delivered after 5 days are calls, varies by serving carrier and location and may be restricted without notice. automatically deleted. Airtime charges do not apply to the sending or receiving See versionwireless.com/intemational for rates and destinations,which are subject of text messages. When sending messages from Equipment, the sender's to change without notice.Existing subscribers who purchase a Global Phone may MTN will always be sent to the destination, even if Caller ID is used to block have to set up a new voice mailbox and,if so,will lose access to previously stored voice calls. messages upon activation of Global Phone. Voice mail messages will be time- t November 30,2011 This offers valid for 120 days from the date of submission. Data Furnished In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evalualle The Document. Page 16 of 21 f t Verizon • Plan Optional stamped Eastern Time. Calls to voice mail will appear on the bill as calls to the MB of data. Data sent or received will be aggregated each month, rounded up to subscriber's MTN or to 000-000-0086Taxes, surcharges and other regulatory the next megabyte and billed at$1.99/MB. Megabyte charges will not be incurred fees may apply and may vary by country. Billing for airtime used when for using the application after download to the device. FFM is available on select roaming may be delayed up to two billing cycles. By using Equipment outside devices only. the United States, subscriber is solely responsible for complying with all Data Plans applicable foreign laws, rules and regulations ("Foreign Laws"), including Data Plans and Features: Monthly Megabyte allowances apply only to Mobile Foreign Laws regarding use of wireless phones while driving and use of Broadband data transmissions. Other data (Quick 2 Nets"" or dial-up) wireless camera phones. Verizon Wireless is not liable for any damages that transmissions and voice calls will be billed at the per-minute overage rate may result from subscriber's failure to comply with Foreign Laws. according to the plan. For optional data features, "other data"will be billed as Roaming in CDMA countries outside of the US: CDMA Roaming rates are Anytime Minutes or at the per-minute overage rate according to the underlying available at www.verizonwireless.com. Roaming in CDMA countries is only calling plan. Mobile Broadband data sessions require Mobile Broadband capable available in"CDMA"mode where service is available. Where Text messaging Equipment and must be placed within Mobile Broadband service area.Subscriber is available,Customer will be charged$0.50 for each message sent and$0.05 MUST press or click END or DISCONNECT button to ensure that session for each message received, and applies when roaming in most foreign disconnects and charges cease. Third-party applications may automatically countries.Text messaging rates are subject to change.An update to Equipment reinitiate data sessions without the subscriber pressing or clicking SEND or software is required to roam in S.Korea. CONNECT button. Customer must maintain virus protection when accessing the Roaming in GSM countries: CDMA/GSM Global Phone, activated in the service. United States with compatible subscriber Identity Module(SIM)card required. Permitted Uses: Wireless Email and Data Plans and Features may be used for Rates, terms and conditions apply only when roaming on participating GSM accessing the Internet and for such uses as: (i) Internet browsing; (ii)email; (iii) networks in published Global Phone countries. Service may be available in intranet access (including accessing corporate intranets, email and individual additional countries,but airtime rates,availability of calling features,and ability productivity applications made available by your company); (iv) uploading, to receive incoming calls (including return calls from emergency services downloading and streaming of audio,video and games;and(v)Voice over Internet personnel)may be restricted. See www.verizonwireless.com for coverage and Protocol(VoIP). airtime rates. Service in certain countries may be blocked without prior notice. Data Plans and Features Prohibited Uses:You may not use our Data Plans Where Text messaging is available, Customer will be charged $0.50 for each and Feature for illegal purposes or purposes that infringe upon others' message sent and$0.05 for each message received.Text messaging rates are intellectual property rights,or in a manner that interferes with other users' subject to change.Text messages cannot exceed 140 characters and may be service, that violates trade and economic sanctions and prohibitions as sent only to MTNs of (i) Verizon Wireless customers, and (ii) customers of promulgated by the Departments of Commerce,Treasury or any other U.S. foreign wireless carriers that participate in international text messaging. Check government agency, that interferes with network's ability to fairly allocate www.vtext.com for the most current list of participating foreign carriers. Text capacity among users,or that otherwise degrades service quality for other messages cannot be sent to e-mail addresses. users. Examples of prohibited usage include: (i) server devices or host Field Force Manager (FFM): FFM is only available within the National computer applications that are broadcast to multiple servers or recipients Enhanced Services Rate and Coverage Area. Activation may be subject to a such that they could enable "bots"or similar routines(as set forth in more twenty-four hour delay and billing begins 2 days after ordering this service. detail(ii)below)or otherwise denigrate network capacity or functionality;(ii) Monthly access includes unlimited data usage for Field Force Manager. Limited "auto-responders," "cancel-bots,"or similar automated or manual routines Monthly Access plan and Basic Monthly Access plan for advanced devices are that generate amounts of net traffic that could disrupt net user groups or e- not eligible for business discounts. FFM is available only to Government mail use by others; (iii) generating "spam" or unsolicited commercial or Subscribers is intended for authorized employees/users in the course of bulk e-mail(or activities that facilitate the dissemination of such e-mail);(iv) legitimate corporate business. Unauthorized or improper use could be a any activity that adversely affects the ability of other people or systems to violation of law and may carry civil and criminal penalties. By subscribing to use either Verizon Wireless' services or the Intemet•based resources of and/or using this service Customer agrees,represents and warrants that:1)use others, including the generation of dissemination of viruses, malware, or of FFM by its Government Subscribers will be solely for lawful use and for no "denial of service" attacks; (v) accessing or attempting to access without other purpose,2)Verizon Wireless is authorized to access,collect,gather,use authority,the information,accounts or devices of others,or to penetrate,or and disclose personal location information for all devices with FFM in order to attempt to penetrate Verizon Wireless' or another entity's network or deliver the services, and 3) all disclosures and/or consents from individual systems;or(vi)running software or other devices that maintain continuous Government Subscribers in possession of the devices being tracked and/or active Internet connections when a computer's connection would otherwise monitored will be obtained as required by applicable law, regulation or policy be idle or "any keep alive" functions, unless they adhere to Verizon (including but not limited to those relating to individual privacy rights). FFM Wireless"requirements for such usage,which may be changed from time to requires a supported GPS enabled wireless device, specked Calling Plan or time. Data Plan,downloadable application,valid e-mail address and Internet access Megabyte(MB)Data Plans: Megabyte allowance and charges for kilobytes over for activation and use. Data usage for FFM is included in the monthly the monthly allowance apply to NationalAccess and Mobile Broadband data subscription fee. FFM may prevent use of other features and services; any sessions and are rounded to next full kilobyte at end of each billing cycle. Only incompatible features and services must be cancelled in order to use FFM. total of kilobytes transmitted above allowance each billing cycle may appear on Verizon Wireless does not guarantee the accuracy of information transmitted, bill. i disclosed, displayed or otherwise conveyed or used. Service could be Data Roaming: In the Canadian Broadband and Canadian Enhanced Services interrupted or disrupted due to atmospheric conditions, inaccurate ephemeris Rate and Coverage Areas, usage will be charged at a rate of $0.002/KB or data and other factors associated with use of satellites and satellite data. $2.05/MB.In the Mexican Enhanced Services Rate and Coverage Area,usage will Always use caution when displaying and disseminating personally identifiable be charged at a rate of$0.005/KB or$5.12/MB. For more information on roaming information about yourself or your location to third parties. Do not attempt to in Canada and Mexico, visit verizonwireless.com/naroaming. In the Bermuda, enter or change information while driving. Please observe the Verizon Wireless China, Dominican Republic, Guam, India, Israel, Saipan and South Korea "Drive Responsibly" policy, which can be found at www.verizonwireless.com. Enhanced Services Rate and Coverage Areas, usage will be billed at a rate of From time to time customers with Limited or Basic service may inadvertently be $0.02/KB or$20.48/MB. I-Dial is needed to roam in many destinations. Only the able to access, view and/or use certain features associated with Basic and/or Canadian Broadband Rate and Coverage Area supports EV-DO.1XRTT Roaming Premium features of FFM,in order to utilize these features on a regular and Feature:. When roaming domestically, Dynamic IP addresses will be assigned ongoing basis, fees associated with the Basic or Premium plan shall apply. when roaming. Usage rounded up to next full kilobyte. For information on where ' Downloading the Field Force Manager application will require approximately 2 1XRTT Roaming is available, see www.verizonwireless.com. 1XRTT roaming is Novenber 30,2011 This offer's valid for 120 days from the dahe of submission. Data Fumshed In This Doaxnent Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 17 of 21 z t S Verizon • Plan Optional available(i)in the Canadian Broadband and Canadian Enhanced Service Rate and subscriber must safeguard security codes. Placing your GlobalEmail SIM in and Coverage Areas, and (ii) in the Mexican Enhanced Services Rate and any other non BlackBerry or Smartphone device could result in additional charges Coverage Areas. or termination of service. Upon termination of service, subscriber must destroy GlobalAccess:Global PC Card required for international use.Global PC Cards SIM Card. will not work in the United States or Canada and GlobalAccess subscribers will Share Option need a NationalAccess or Mobile Broadband PC card for domestic use. The Share Option: Sharing is available only among Government Subscribers on domestic and Global PC Cards cannot be used at the same time. Prior to applicable calling plans choosing the Share Option. leaving the United States, subscribers must install GlobalAccess VZAccess Nationwide for Business: Sharing Option is for voice Anytime Minutes only. ManagersM and run the OTA wizard. GlobalAccess subscribers must activate Customer must maintain a minimum of five(5)Government Subscriber lines, all and update their Preferred Roaming lists while in the National Enhanced choosing a qualifying plan with Share Option. Verizon Wireless reserves the right Services Rate and Coverage Area every three months. Verizon Wireless to remove the Share Option from all subscribers if the 5 Government Subscriber reserves the right to terminate the service of any subscriber whose total usage minimum is not met at any time. Each sharing subscriber's unused Anytime is less than half on the Verizon Wireless National Enhanced Services Rate and Minutes will pass to other sharing subscribers that have exceeded their Anytime Coverage Area over three consecutive billing cycles. GlobalAccess internet Minutes during the same monthly billing period(Mobile to Mobile Calling minutes browsing, email, or intranet access applies to Mobile Broadband and and Night and Weekend minutes do not share).Each sharing subscriber's Monthly NationalAccess usage within the United States and Canada as well as an Anytime Allowance Minutes apply first to that line. Unused Monthly Anytime allowance of 100MB ($0.005/KB overage rate) in Tier 1 Countries, and an Minutes are then shared with other sharing subscribers that have exceeded their allowance of OMB ($0.030/KB) in Tier 2 Countries. Subscribers to Monthly Anytime Allowance in order of highest usage. At the termination of the NationalAccess and Mobile Broadband Plans using Global PC Cards may also Agreement, Government Subscriber lines on Nationwide for Business with Share add GlobalAccess Pay-Per-Use at$0.002/KB in Canada, $0.020/KB in Tier 1 Option may be migrated onto applicable retail consumer pricing or government Countries,and$0.030/KB in Tier 2 Countries. pricing. Calling plan changes may not take effect until the billing cycle following GlobalEmail: GlobalEmail capable equipment required. Verizon Wireless the change request.Based on the geographic location of Customers Government reserves the right to terminate the GlobalEmail service of subscribers that have Subscribers,some Customers may have to have sharing subscribers activated in less than half of their usage on the Verizon Wireless National Enhanced more than one Verizon Wireless billing system. Sharing among subscribers in Services Rate and Coverage Area over three consecutive billing cycles. multiple Verizon Wireless billing systems requires online invoicing or reporting, GlobalEmail subscribers must activate and update their Preferred Roaming lists and a minimum of one hundred (100) Government Subscribers all choosing the while in the National Enhanced Services Rate and Coverage Area every three Share Option. Unused minutes for cross billing system sharing will be distributed months. Text messaging billed at standard domestic and international Text proportionally as a ratio of the minutes needed by each sharing subscriber to the Messaging rates. Existing Verizon Wireless subscribers migrating to total minutes needed by all sharing subscribers. Accounts that share across GlobalEmail plans may be required to extend their Line Term. Verizon Wireless billing systems require set up that may take thirty(30)to sixty GlobalAccess and Global Email SIM Cards: SIM Cards are available for use (60)days. only with your Global PC Card,Global Smartphone,or Global Phone,and only for the purposes of speeds to a maximum of approximately 200 kbps. Verizon a Wireless is not responsible for any unauthorized use of subscriber's SIM Cards 1 f i t Y f. E s T K I 4 November 30,2011 This offer is valid for 120 days from the date of submission. Data Funshed In This Document Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Other Than To Evaluate The Document Page 18 of 21 E; I•VU Fri R • • • • A data session is inactive when no data is being transferred, and may Roaming in CDMA countries outside of the US: Roaming in CDMA seem inactive while data is actively being transferred to a device, or countries is $0.69 per minute plus the servicing carrier's long distance seem active when actually cached and not transferring data. Customer charges, toll charges, surcharges and taxes, which are billed on a pass- must maintain virus protection when accessing the service and is through basis.Roaming rates in Canada and Mexico may vary. Roaming responsible for all data sent and received including"overhead"(data that in CDMA countries is only available in "CDMA" mode where service is is in addition to user-transmitted data, including control,operational and available. An update to Equipment software is required to roam in S. routing instructions,error-checking characters as well as retransmissions Korea, of user-data messages that are received in error) whether or not such Data Roaming: In the Canadian Broadband and Canadian Enhanced data is actually received.Verizon Wireless will not be liable for problems Services Rate and Coverage Areas, usage will be charged at a rate of receiving Service that result from Customer's device. $0.002/KB or $2.05/MB. In the Mexican Enhanced Services Rate and Megabyte (MB) Data Plans: M2M data usage is rounded to next full Coverage Area, usage will be charged at a rate of $0.005/KB or kilobyte at end of each billing cycle. Any unused portion of the megabyte $5.12/MB. For more information on roaming in Canada and Mexico,visit allowance is lost. Equipment will not indicate kilobyte usage. verizonwireless.com/naroaming. In the Bermuda, China, Dominican NationalAccess Roaming Feature: Not for use with Mobile Office Kits. Republic, Guam, India, Israel, Saipan and South Korea Enhanced Dynamic IP addresses will be assigned when roaming. Usage rounded Services Rate and Coverage Areas, usage will be billed at a rate of up to next full kilobyte. For information on where NationalAccess $0.02/KB or$20.48/MB. I-Dial is needed to roam in many destinations. Roaming is available,see www.vedzonwireless.com. Only the Canadian Broadband Rate and Coverage Area supports EV- DO. i t } k 'F Y 3. k k November 30,2011 This offer is vaid for 120 days from the date of sutxnesan. Data Fumished In This Downent Shall Not Be Duplicated,Used,Or Dkdosed In Whole Or In Pat For Any Purpose Olher Than To Evaluate The Doounv t. Page 19 of 21 Iff"M FIRM I Apple I iPhone4 8GB 1 $99.99 (MD146LUA) Samsung I Intensity 11(U460) $119.99 --------------- iPhone4 16GB(MC Apple- 9.99 $1 Samsung 67611A) $199.99 1 i5lp) ............._+ iPhone4 32GB(MC i ....... 1 Apple* $199.99 Samsung 678UA) Stratosphere(SCH4405) --_$19-9.99 Apple* iPhone4S 16GB i._..... _Dr6id__Charge(SCH- $199.99 Samsung (MD276LUA) 1 i5l $249.99 Apple* Phone4S 32GB $299.99 Samsung Continuum(SCH4400) 1 (MD278LUA) $149.99 - iPhone4S 64 ----------- ...................... i Apple* (MD208LUA) $399.99 Samsung Convoy $50.00 -da-laxyTab- 'fd_1-166 1 .............. _4......... ---------------._......_._Samsung l Samsung -B I (SCH-1905) $529.99 Samsung Convoy 2 $79.99 Galaxy Tablm Samsung 10. B $629.99 Samsung LTE Mobile Hot Spot-- "--------- (SCH-1 905) $99.99 T Motorola XoomTm Tablet $499.99 Sony Xperia Play(R800) (MOTMZ600) i $149.99 ............ ..........-1..................... XOOMT ................... Motorola** LTE Tablet $499.99 Vzvv $0.00 Coma 1 (MOTMZ602) Home Phone Connect Mini CQ1-688NR-LTE .99 VZW i UMVV1 90(USB) HP VzW ............ Pavillion-dm-310-NR-LTE 1 $599.99 1 4G Modem UML 290 1 $49.99 LG ........... ....... ........ _$_79.99 '_TVZW_ USB760 LG --------- _ f Cosmos Touch(VN-.270) 1 $99.99 VZW ......... -r-$49 96 PC770 ................... $99.99 1 LG Octane(VN-530) $149.99VzW 4G USB Modem US6551 Q $49.99 LG �_l 2 9 9-9 -vortex(all colors) VzW MiFi 2200 ........... ............ $0.00 LG Revere(VN-150) Vzvv ______f_iP_�,'�i_45_10L(4G LfE-.. $99.99 $99.99 1 Hot§p .......-...LG LRevolution(VS91_f_ $199.9_-9 Five-'S ot(AC30) $0.00 VzW LG Enlighten(VS700) $129.99 HTC I Incredible 2 i $149.99 .......----------............. 1 (ADR6350WV) Motorola Citrus(MOTVVX445) $29.99 HTC i Thunderbolt $199.99 ........ ------------ _L,�DR640MM Motorola Barrage(V860) 1 $129.99 HTC Motorola Trophy(MWP6985yn. 0, ............ Droid Pro(MOTXT610) $149.99 Al HTC 1 Rhyme(ADR6330 $149.99 Motorola I-Droid 2 Global(all colors) Rezound $199.99 HTC I $249.99 I (ADR642KVM Motorola ........ Motorola Droid (MOTXT862) i $149.99 Palm Pre 2(P141VZVV) $154.99 Droid X2(Mot MB870) 1 $149.99 VzW 8975 __--'----1 $0.00 Motorola Droid Bionic(MOTXT875) $199.99 Pantech i Jest 2(TXT8045VVo $129.99 Motorola4G USB Modem Droid RAZR(MOTXT912) $249.99 1 Pantch $49.99 (UML290VW-G) RIM 9330(Curve 3G) Pantech T I Hotshot(CDM8 RIM 9550(Storm 2 $199.99 Pantech $149.9 RIM 9650 Bold Breakout(ADR 995YM $149.99 $149.99 VzW KIN ONEM s19.99............... 1 RIM 9930(Bold) $199.99 1 ,9850 Torch Vzvv KIN TWOm $49.99 RIM --------------- N i $199.99 Casio GZ1 Commando(C771) I $149.99 Sams (__Haven(SC -dasio......... Samsung ... H-U320) $0.00 GZ1 Ravine(C751) $17999 Samsung Gusto(U360) ...... LGZI.Ravine 2(C781) *The Apple iPhone4 devices and Apple Phone 4S devices are only available on twenty-four (24) month Line Terms. The Apple iPhone4 8'GB i (MD146LUA)will be available for$99.99 per device on a twenty-four(24) month Line Term,the Apple iPhone4 16GB (MC676LUA)will be available for$149.99 per device on a twenty-four(24)month Line Term,and the Apple iPhone4 32GB(MC678LUA)will be available for$199.99 per device on a twenty-four(24) month Line Term. The Apple iPhone4S 16GB (MD276LUA) will be available for$199.99 per device on a twenty-four(24) month i Line Term, the Apple iPhone4S 32GB (MC278LUA)will be available for$299.99 per device on a twenty-four(24) month Line Term, and the Apple 1 iPhone4 64GB(MC208LUA)will be available for$399.99 per device on a twenty-four(24)month Line Term."The Samsung Galaxy TabTm 10.1 16GB (SCH-1905), the Samsung Galaxy Tabr"10.1 32GB (SCH-1905) the Motorola XoomTM' Tablet (MOTMZ600), the Motorola LTE XoomTM' Tablet (MOTMZ602), the Compaq Mini CQ1-688NR-LTE, and the HP Pavillion-dm-310-NR-LTE are only available on twenty-four(24) month Line Terms. The Samsung Galaxy Tab TM 10.1 16GB (SCH-1905) will be available for$529.99 on a twenty four (24) month Line Term, the Samsung Galaxy TabTm10.1 32GB(SCH-1905)will be available for$629.99 on a twenty four(24)month Line Term,the Motorola XOOMTm Tablet(MOTMZ600)will e available for$499.99 on a twenty four(24)month Line Term, the Motorola LTE XoomTM Tablet(MOTMZ602)411 be available for$499.99 on a twenty four (24) month Line Term, the Compaq Mini CQ1-688NR-LTE will be available for$449.99 on a twenty four (24) month Line Term, and the HP Pavillion-dm-310-NR-LTE will be available for$599.99 on a twenty four(24)month Line Term.For specific Product functionality s as well as ........... .......q!��nd feature NmemberX,2011 This offer is valid for 120 days from the dale of subrrmion. Data Furnished In This Doarnent Shall Not Be Duplicated,Used,Or D&&,ed In Whole Or In Part For Any Purpose Other Than To Evjuaje The Document Page 20 of 21 . _ -- i device and calling plan/feature compatibility see www.verizonwireless.com. All Equipment is subject to availability and Verizon Wireless reserves e right to add or discontinue models. The above Equipment prices are effective as of 11/14/2011 and are subject to change. Government Subscribers 1 can purchase Equipment at Verizon Wireless'national retail prices if they become lower than this matrix provided the subscriber line meets the offer 1 requirements. When available,Government Subscribers may take advantage of manufacturer sponsored rebates subject to the terms and conditions of such rebates, as applicable. All PC Card, USB Modem, notebooks with Mobile Broadband Built-In, Smartphone or BlackBerry device purchases must be combined with an eligible data plan. These Equipment prices are only available through Verizon Wireless'Business Sales Channel and not available through indirect agents and/or Verizon Wireless'retail store locations. Additionally, Government Subscriber Equipment Pricing listed in this 1 I matrix are not available for activations or upgrades on Verizon Wireless Telemetry plans.Camera phone use or possession may be prohibited in some locations based on privacy,security,or other restrictions. Get It Nowsm,Picture Messaging,and other information or Enhanced Services,are subject to 1 terms of use. 3 f r' j' J v 6 r F; g 1 E t e' R s z i F' p i" f a f z j: i! e d z` Novt rrber 30,2011 This offer's valid for 120 days from the date of subrn son. Data Furnished In This Do=Txo Shall Not Be Duplicated,Used,Or Disclosed In Whole Or In Part For Any Purpose Olher Than To Evaluate The Document Page 21 of 21