CM-07-11-233CUSTOM NETWORK SOLUTIONS BASIC AGREEMENT
(Government Customer Version)
This Custom Network Solutions Basic Agreement ("Agreement") is made between Sprint Solutions, Inc., as contracting agent on behalf
of the applicable Sprint affiliated entities providing wireless telecommunications equipment and services ("Sprint") and City of Round
Rock ("Customer").
BACKGROUND
A. Customer owns, leases, subleases, licenses or uses real property including all or a portion of the building(s) located at the
following address: 1991 Rawhide, ROUND ROCK, TX 78664 (the "Premises").
B. Customer is a state or local government entity or agency. Sprint defines "government entities and agencies" as those entities that
receive their primary funding support through the allocation of appropriated public funds and are entitled to exercise sovereign
rights and privileges.
C. Sprint, through its affiliates, operates the Sprint (CDMA) National Network and the Nextel (iDEN) National Network to provide
wireless telecommunications services in certain geographic areas of the United States (the "Services").
D. Customer is a party to, or is otherwise authorized to purchase Sprint Services under, one or more Sprint wireless agreements
(collectively, the "Service Agreement").
E. Customer desires that Sprint install, operate and maintain certain in -building wireless distribution equipment to enhance the
coverage of Services at the Premises (the "Equipment").
Project Name: City of Round Rock 1991 (TX)
Project ID: EMBTX01752
Account Number: 197260316
AGREEMENT
1. TERM. The initial term of this Agreement will begin on the date the Agreement is signed by both parties (the "Effective Date") and
continue for 2 years ("Initial Term"). Thereafter, this Agreement will automatically renew for successive renewal terms of 12
months (each a "Renewal Term") unless either party provides written notice to the other no Tess than 120 days before the
expiration of the then -current Term of its intent not to enter into a Renewal Term. The Initial Term and all Renewal Terms make up
the "Term."
2. RESPONSIBILITIES OF CUSTOMER.
2.1 Commitment and Shortfall. Beginning 3 months after installation of the Equipment and continuing for the remainder of
the Term, Customer will purchase, activate and maintain in a Service fee generating status, a minimum of: 37 Devices
("Purchase Commitment") of which 0 Devices will be purchased after the Effective Date. For each month Customer fails to
satisfy the Purchase Commitment, Customer will pay Sprint a monthly shortfall fee equal to the number of Devices subject to
the Purchase Commitment Tess the number of active Devices, multiplied by $40.00 (the "Monthly Shortfall Fee").
2.2 Capital Recovery. If this Agreement is terminated before the end of the Term for Customer's convenience under Section
10.2.A, for signal interference under Section 8.2 and 10.1.B, or for Customer's default under Section 10.1.E, Customer will
pay a fee equal to (A) the number of Devices in the Purchase Commitment; (B) multiplied by $40.00, (C) multiplied by the
number of months otherwise remaining in the then -current Term after the date of termination (the "Capital Recovery Fee").
2.3 Engineering and Connection. Customer will pay Sprint an engineering and connection fee of $0.00 within 30 days
following the Effective Date.
3. LICENSE AND USE. Customer grants Sprint a license to install, operate, maintain and remove the Equipment at the Premises.
Sprint may replace, modify and upgrade the Equipment as appropriate. Sprint will use the Premises in a manner that will not
unreasonably disturb Customer's occupancy. Customer will provide Sprint with escorted access to the Premises during Customer's
normal business hours and at other times as agreed by the parties. Customer will provide Sprint with a contact telephone number
to call 24 hours a day, 7 days a week to arrange for emergency access to the Premises. Sprint will retain exclusive ownership of
the Equipment at all times. Sprint will have no obligation to install, operate or maintain the Equipment at any Customer facilities
other than the Premises.
4. CUSTOMER REPRESENTATIONS. Customer has the right to enter into this Agreement and the authority to grant Sprint the
access and license to use the Premises. Customer has obtained or will obtain all necessary permission, consent and approvals
required for installation, operation and maintenance of the Equipment. Customer represents that the Premises and all
improvements are in substantial compliance with building, life/safety, disability and other laws, codes and regulations of applicable
governmental authorities applicable to Customer's and Sprint's use of the Premises.
5. RIGHT TO REMOVE EQUIPMENT.
5.1 Within 60 days following the expiration or termination of this Agreement, unless otherwise agreed to in writing by the parties,
or as otherwise required by applicable law or regulation, Sprint may enter the Premises without recourse to legal
proceedings, and remove and take possession of the Equipment. Sprint may, at its option, during business hours remove
any cabling that is connected to or a part of the Equipment. Upon removal of the Equipment, Sprint will restore the
Premises to substantially its original condition at the beginning of this Agreement, except for ordinary wear and tear.
Template #287969v1
a‘fi•
� /.
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. May -07
5.2 Customer will give Sprint at least 90 days advance written notice of Customer's intent to vacate the Premises and Sprint
will have the right to remove the Equipment at mutually agreed time following receipt of Customer's notice.
6. ASSIGNMENT. Each party may assign this Agreement to its subsidiaries, affiliates,
successor legal entities, or to any entity
acquiring all or substantially all of its assets. This Agreement may not otherwise be assigned by either party without the other
party's prior written consent, which consent may not be unreasonably conditioned, withheld or delayed.
7. UTILITIES. Customer, at its expense, will provide Sprint with electrical service for immediate hook-up as required for installation
and operation of the Equipment. Customer agrees that Sprint's obligation to install, operate and maintain the Equipment is
contingent on access to appropriate utilities, including electrical service, at the Premises during the Term.
8. INTERFERENCE.
8.1 Sprint will use commercially reasonable efforts to prevent and resolve interference with Customer's equipment and
systems in operation at the Premises as of the Effective Date to the extent the interference is caused by the Equipment.
Sprint may discontinue operation of the Equipment until the interference is corrected or eliminated.
8.2 After installation of the Equipment, if other equipment is installed with Customer's knowledge and consent that causes
interference with the Service or the Equipment or operations, the parties will negotiate in good faith to develop and
implement commercially reasonable means to mitigate and eliminate the interference. If the parties are unable to agree on
and implement a commercially reasonable solution, Sprint may terminate this Agreement and Customer will be liable for
the Capital Recovery Fee. Sprint is not liable for Service interruptions due to interference created by Customer's or any
third party's equipment. Customer will continue to be liable for Service charges during the period of interference -based
Service interruptions.
9. INSURANCE. During the Term, Sprint will obtain and maintain General Liability Insurance (Broad Form Liability Endorsement) on
an occurrence basis with a minimum combined single limit for Personal Injury, Property Loss and Damage, Contractual and
Independent Contractor of not less than $1,000,000.00 per occurrence. The policies for the General Liability insurance coverage
will be primary and noncontributory to any similar insurance and/or self-insurance that Sprint maintains and will name Customer as
an additional insured. All insurance policies shall be issued by companies licensed or authorized to transact business in the state
where the Premises is located and who hold a current rating of not less than A-, VII according to A.M. Best. Sprint will provide
Customer with certificates of insurance or such other documentary evidence of insurance coverage, such as an Internet accessible
Memorandum of Insurance. Sprint will provide that Customer be given not less than 30 days prior written notice of any intended
cancellation of the policies.
10. TERMINATION.
10.1 Sprint may terminate this Agreement as follows:
A. before or during installation of the Equipment with at least 60 days written notice, if Sprint encounters unanticipated
site conditions that were not apparent during Sprint's site survey(s) of the Premises which result in a material
increase in the installation cost to Sprint or have an adverse impact on Sprint's cost or ability to install, operate and
maintain the Equipment;
B. by sending written notice to Customer if the Equipment causes signal interference in accordance with Section 8 that
cannot be cured through the use of commercially reasonable efforts;
C. if Sprint is unable to access and use the Equipment or the Premises due to an action of the FCC or, if after commercially
reasonable efforts, Sprint cannot obtain or maintain any license, permit or other approval required for Sprint's installation,
operation and maintenance of the Equipment;
D. for its convenience with 60 days advance written notice to Customer; or
E. if Customer materially defaults in the performance of any duties or obligations under this Agreement and such default is
not cured within 30 days after Customer's receipt of Sprint's written notice specifying such default.
10.2 Customer may terminate this Agreement as follows:
A. for its convenience with at least 60 days advance written notice to Sprint;
B. if Sprint materially defaults in the performance of any of its duties or obligations under this Agreement, and such default is
not substantially cured within 30 days after Sprint's receipt of written notice specifying such default; or
C. if Customer cannot fulfill the Purchase Commitment due solely to a lack or loss of sufficient annual appropriations for the
Service Agreement.
11. MAINTENANCE. Sprint will repair and maintain the Equipment and any other improvements installed by Sprint at the Premises in
a good operating and reasonably safe condition; provided, however, if any repair or maintenance is required due to the negligent or
intentional acts or omissions of Customer, its agents or employees or contractors, Customer will promptly reimburse Sprint for the
reasonable costs incurred by Sprint to restore the damaged Equipment to operational condition. Customer will maintain and repair
all other portions of the Premises in proper operating and safe condition.
12. LIMITATIONS AND CONDITION OF LIABILITY.
12.1 Sprint does not assume and will have no liability under this Agreement for failure to install the Equipment within a
specified time period or for unavailability or non -operation of the Equipment.
12.2 SPRINT'S SOLE LIABILITY FOR SERVICE DISRUPTION RESULTING FROM THE UNAVAILABILITY OR NON -
Template #287969v1
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. May -07
OPERATION OF THE EQUIPMENT, REGARDLESS OF CAUSE , IS LIMITED TO THE APPLICABLE REMEDIES AND
SUBJECT TO LIMITATIONS PROVIDED UNDER THE SERVICE AGREEMENT.
12.3 IN NO EVENT IS EITHER PARTY LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR
OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ECONOMIC LOSS, COST OF COVER, LOSS OF
USE OF EQUIPMENT OR FACILITIES, OR COST OF REPROCUREMENT.
12.4 NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT, SPRINT'S CUMULATIVE LIABILITY FOR ANY
CLAIMS OR LIABILITIES ARISING FROM, OR CAUSED BY, ANY CASUALTY OR HAZARD SUBJECT TO SPRINT'S
REQUIRED INSURANCE POLICIES WILL NOT EXCEED THE MINIMUM COVERAGES STATED IN THIS
AGREEMENT. SPRINT'S CUMULATIVE MONETARY LIABILITY FOR ALL OTHER CLAIMS ARISING UNDER OR
RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $50,000.00.
13. INDEMNITY.
13.1 Sprint will indemnify and defend Customer, its directors, officers, employees, agents and their successors against all third
party claims for damages, losses, liabilities or expenses, including reasonable attorney's fees ("Claims") arising directly from
the performance of this Agreement and relating to personal injury, death, or damage to real or tangible personal property
that is alleged to have resulted, in whole or in part, from the negligence or willful misconduct of Sprint or its
subcontractors, directors, officers, employees or authorized agents, but excluding Claims arising from or relating to
disruption of the Services.
13.2 To be indemnified, Customer must give Sprint timely written notice of the claim, give Sprint full and complete authority,
information and assistance for the claim's defense and settlement, and not materially prejudice Sprint's ability to
satisfactorily defend or settle the claim. Sprint will retain the right, at its option, to settle or defend the claim, at its own
expense and with its own counsel. Customer will have the right, at its option, to participate in the settlement or defense of
the claim, with its own counsel and at its own expense, but Sprint will retain sole control of the claim's settlement or
defense.
14. NOTICES. All notices must be in writing and are effective only when deposited in the U.S. mail, certified and postage prepaid or
when sent via overnight delivery. Notices to Sprint will be sent to: Sprint Solutions, Inc., c/o Vice President Custom Network
Solutions, 2003 Edmund Halley Drive, Reston, VA 20191, with copies to: Sprint Solutions, Inc., Legal Department c/o Director —
Public Sector, 2001 Edmund Halley Drive, Va 20191. Notices to Customer will be sent to the Customer representative below.
Notice addresses may be changed by giving notice as provided in this Section.
15. MISCELLANEOUS. This Agreement is governed by the laws of the state in which the Premises are located, without regard to its
choice of law principles. This Agreement, including any Exhibits, constitutes the entire agreement between the Parties with respect
to the Equipment and supersedes all prior written and verbal agreements, representations, promises or understandings between
the Parties regarding the Equipment. Any amendments to this Agreement must be in writing and executed by both Parties. If any
provision of this Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application
of that provision to persons other than those as to whom it is held invalid or unenforceable, will not be affected and each provision
of this Agreement will be valid and enforceable to the fullest extent permitted by law. No waiver by either Party of any breach of any
provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other
provision of this Agreement.
Each Party has caused this Agreement to be executed by its authorized representative.
SPRINT SOLUTIONS, INC.
(3/lo
Date
Template #287969v1
City of Round Rock
Name
Title
(i,,, 1 Grt.. tr
Date
Address for Notices
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. May -07
Custom Network Solutions
BDA DAS
Statement of Work For: City of Round Rock Fire Station 3, Round Rock, TX. Sprint ID: EMBTX01 752
1) pion
Total # of Buildings
Section 1: BDA DAS Coverage Requirements
# of Users benefiting from coverage
(units)
Quantity
1
1
Square Footage
5,450
C+ vena r Locations
Square Footage
1st floor
5,450
Coverage Area Square Footage
Total:
5,450
Section 2: BDA DAS Proposed Solution Description
Station no. 3 is a one -storied building with administrative office, break and sleep areas for firemen, and a truck area. We need to
provide both iDEN and CDMA coverage.
1 omni antenna would have been adequate for covering this building. However, due to hard ceiling it will be difficult to mount omni
antenna and run cable. We are, therefore, proposing two directional antennas in a coaxial system with a CDMA (M1P), and an iDEN
amplifier.
Section 3: Sprint Responsibilities
Nextel will provide the following for the BDA DAS installation
• Project Management
• System Design
• All BDA and DAS equipment, CAT -5, fiber optic and coaxial cable, and antennas
• Any other design pertinent services or materials for the BDA DAS
• Quote assumes non-union labor; however charges are based on work performed during normal.
• Quote assumes no core drilling
Section 3: Customer Responsibilities
Customer will provide the following for the BDA DAS installation:
• Access to equipment
• All wall and floor penetrations, roof penetration, and weather head
• Install 110Vac power to all proposed amplifier locations.
• Special environmental studies and remediation as applicable
• A project manager/point of contact to facilitate the following:
o Document approvals
o Dissemination of project information within customer organization
Template #287969v1
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
Template Rev. May -07
DATE: November 2, 2007, 2007
SUBJECT: City Manager Approval, November 9, 2007
ITEM: Request that the City Manager signs the attached Custom Network Solutions Basic
Agreement between Sprint and City of Round Rock.
Department: Fire Department
Staff Person: Larry Hodge, Fire Chief
Justification: The signing of this agreement will allow Sprint to perform the work as stated in
the Statement of Work For: City of Round Rock Fire Station #3, Round Rock, TX. Sprint ID:
EMBTX01752.
Funding:
Cost: None
Source of funds: N/A
Outside Resources: N/A
Background Information: Currently the reception for NEXTELs used at Fire Station #3 is
poor to nonexistent. The installation of the two omni antennas and one directional antenna
with a coaxial based system. The coaxial system will have one CDMA (MIP), and one iDEM
repeater. This will greatly enhance the NEXTELs reception at the Central Fire Station. The 37
devices mentions in paragraph 2.1 at a cost of $40.00 a month are currently being used by the
City.
Public Comment: N/A
Mo 7-//-33