AG 08-056 - SPRINT
RETURN TO:
CITY OF FEDERAL WAY LAW DEPARTMENT
REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP
1.
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ORIGINATINGDEPT./DIV: .]:,./-_/".._.{,'4.. I ~L~/P71f
ORIGINATING STAFF PERSON: !1t.,4 L $'o.-J.; EXT: ,J.,>s-i)
TYPE OF DOCUMENT REQUESTED (CHECK ONE)
o PROFESSIONAL SERVICE AGREEMENT
o MAINTENANCE/LABOR AGREEMENT
o PUBLIC WORKS CONTRACT
o SMALL PUBLIC WORKS CONTRACT
(LESS THAN $200,000)
o PURCHASE AGREEMENT)
(MATERIALS, SUPPLIES, EQUIPMENT)
o REAL ESTATE DOCUMENT
3. DATE REQ. BY: 1 ( (b ( i
o SECURITY DOCUMENT (E.G. AGREEMENT &
PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND)
o CONTRACTOR SELECTION DOCUMENT
(E.G., RFB, RFP, RFQ)
~CONTRACTAMENDMENT
o CDBG
o OTHER
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PROJECT NAME: /J,',../ec"
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TELEPHONE
TITLE
7. ATTACH ALL EXHIBITS AND CHECK BOXES )jJ SCOPE OF SERVICES 19 ALL EXHIBITS REFERENCED IN DOCUMENT
o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE
8.
9.
10.
NAME OF CONTRACTOR:
ADDRESS:
SIGNATURE NAME:
TERM: COMMENCEMENT DATE: ,). y~y.s COMPLETION DATE:
TOTAL COMPENSATION $ >D. pi" (iNCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED 0 YES 0 NO IF YES, $
D PURCHASING: PLEASE CHARGE TO:
CONTRACT REVIEW
~PROJECT MANAGER
lZ"'DIRECTOR
o RISK MANAGEMENT (iF APPLICABLE)
J1( LAW
11. CONTRACT SIGNATURE ROUTING
~LAW DEPARTMENT
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o CITY CLERK
2\ SIGN COPY BACK TO ORGINATING DEPT.
o ASSIGNEDAG# ()f' 'osC?
COMMENTS
07/05
PAID BY: 0 CONTRACTOR 0 CiTY
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INITIAL/DAT~LROVED
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INITIAL/DATE APPROVED
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CONVERGED 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 Federal
Way ("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: 2800 SW 320th Street Federal Way, WA 98023 (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 (COMA) 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 and access devices (taken together, "Active Units")
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") Exhibit B.
Project Name: Federal Way 2800 (WA) EMB
Project ID: EMBWA00496
Account Number(s): 400102318
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 vears ("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 less 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. Beginning 3 months after installation of the Equipment and continuing for the remainder of the Term,
Customer will maintain in a Service fee generating status, a minimum of: 65 Devices ("Purchase Commitment").
2.2 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 per
Exhibit A. 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 per Exhibit C.
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, 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.
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 any 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 and a T-1 telecommunications line, at the Premises during
Template #305982v1
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
Template Rev. Sept-O?
the Term. Sprint will be responsible for the monthly recurring cost of telecommunications service provided via any T-1
telecommunications lines required for the Equipment.
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. Customer will receive not less than 30 days prior written notice of any intended policy cancellation.
10. TERMINATION.
10.1 Sprint may terminate this Agreement as follows:
A. before or during installation of the Equipment with at least 10 days written notice, if Sprint encounters unanticipated
conditions that were not apparent during Sprint's site survey(s) of the Premises which have an adverse and material
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
Active Units under 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 inc\.lrred 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-
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
Template #305982v1
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
Template Rev. Sept-O?
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, 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 Service disruption.
13.2 To be indemnified, Customer must give Sprint timely written notice of the claim, give Sprint full and complete authority and
assistance for the claim's defense and settlement, and not materially prejudice Sprint's ability to 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 deposited in the U.S. mail, certified and postage prepaid, or sent via overnight
delivery. Notices to Sprint will be sent to: Sprint, VP - Custom Network Solutions, 2003 Edmund Halley Drive, Reston, VA
20191, with copies to: Sprint, legal Dept. - 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 other breach of the same or any other provision of this Agreement.
16. OFFER EXPIRATION. To become effective, this Agreement must be: (a) signed by an authorized Customer representative; (b)
delivered to Sprint on or before April 30. 2008; and (c) signed by a Sprint officer or authorized designee.
Each Party has caused this Agreement to be executed by its authorized representative.
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Template #305982v1
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
Template Rev. Sept-07
Exhibit A
Statement of Work
FEDERAL WAY
Section 1: BDA DAS Coverage Requirements
Total # of Buildin s
# of Users benefiting from coverage
(units)
loor 1
Coverage Area Square Footage
otal:
90,000
Section 2: BDA DAS Proposed Solution Description
Components of BDA Installation:
· Customer will coordinate and fund installation.
· Install Tri-band BDA inside
· Donor antenna will be mounted on roof to new wall mount.
· Customer will provide 120V AC power to amplifier location.
· Project will include 4 ceiling mount antennas.
· Is permitting required for this project - NO
Note: Equipment quantities may be adjusted during final design and installation activities.
Section 3: Sprint Responsibilities
Nextel will provide the following for the BDA DAS installation
· Project Management
· System Design
· All BDA and DAS equipment, coaxial cable, and antennas
· Any other design pertinent services or materials for the BDA DAS
· Quote assumes non-union labor and is based on work performed after reqular school hours (3:00PM to W:OOPM Monday-
Friday).
· Quote assumes no core drilling between floors and excludes electrical.
Section 4: Customer Responsibilities
Customer will provide the following for the BDA DAS installation:
· Full Access to areas of equipment and antenna placement. (includes escort if required)
· All wall and floor penetrations, roof penetration, and weather head
· Have dedicated 120V AC power available to proposed amplifier location(s).
· 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 #305982v1
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
Template Rev. Sept-O?
Section 5: Design
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Template #305982v1
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
Template Rev. Sept-O?
Exhibit B
Equipment List
FEDERAL WAY
Description
Job #: EMBW A00496
Section 1: Materials
Quantity
Site Name: FSD-Decatur HS 2800 Date:
Item Description Amount
BDA: Unit Tri Band BDA 1
BDA:HXF4RN-
50A 1/2" Plentum Coax 1000
BDA:L4TNM-PS N-Male Connector 36
BDA:TC400NM N-Male Connector 16
BDA:LMR-400 1/2" Plentum Coax 150
BDA:2-W A V 2-W A V Splitter/Combiner 10
BDA:Cellmax-O-
25 Dual-Band Indoor Antenna (CDMA+iDEN) 10
BDA: 806-960 11 11 dbi Vagi Antenna (iDEN) 1
BDA:1710-1990
10 10 dbi Vagi Antenna (CDMA) 1
Non-Penetrating Roof Mount w/Mat &
BDA: Ballast 2
BDA:RMH Misc. Install Hardware 1
Sub Total Materials
Install & commission BDA
Sub Total Labor
Template #305982v1
3/3/2008
Price Total Price
$7,540.00 $7,540.00
$3.17 $3,170.00
$27.95 $1,006.20
$10.08 $161.28
$1.50 $225.00
$137.80 $1,378.00
$71.50 $715.00
$110.50 $110.50
$208.00 $208.00
$195.00 $390.00
$130.00 $130.00
$15,033.98
$1,560.00
$1 ,560.00
Total Cost: $16,593.98
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
Template Rev. Sept-O?
MenCII Sad ri
Information Technology Director
City of Federal Way
PO Box 9718
33325 8th Ave S.
Federal Way WA 98063
~pril 3, 2008
Dear Mr. Sadri;
~ per our telephone conversation, this letter shall serve to grant the City of Federal
Nay and its Contractor access to Decatur High School located at 2800 SW 320th St,
=ederaJ Way, WA 98023 (premises) for the sole purpose of installing equipment
:>rovided by SprinVNextef to enhance the coverage of services currently provided at the
~ite.
rhe City and its Contractor shall use the premises in a manner that will not unreasonably
iisturb the District's occupancy. Every effort will be made to complete the work. during
10rmal business hours or at other times as agreed by all parties. Given that the month
)f April represents WASL testing for our students, all parties shall agree to the project
~mmencement of work and completion dates.
\s a condition of granting this access, the City and its Contractor further agree to comply
vith all applicable laws, ordinances, rules and regulations of any public authority who
las bearing on the safety of District persons, property and their protection from damage,
njury or loss. Understanding the concern for the safety of students and staff, the City
and its Contractor will be required to check in at Decatur's Main Office and wear a
risitor's identification badge when on District property. Badges must be prominently
lisplayed and attached to outer, upper garments at aU times.
~he.Di$trict sincerely appreciates the partnership of the City in bringing this project to
ruition, Your expertise and the level of professionalism of the City employees have
rlade this process enjoyable. We look forward to continuing our long-standing
elationShip.
k!st Wishes,
J!Juim~~
.iana l. Seeley. C.P.M.
~irector of Purchasing and Risk Management
Template #305982v1
SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
Template Rev. Sept.O?