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7474 - Amendment 1 ExecutedCity of Denton _____________________________________________________________________________________ INFORMATION SHEET DEPARTMENT: Procurement & Compliance DATE: May 24, 2021 SUBJECT Adoption of contract through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-TSO-3416 with T-Mobile USA, Inc., for the acquisition of services and products for the Solid Waste Department on September 30, 2020, in the not-to-exceed amount of $30,000; said first amendment to provide additional service until the DIR-TSO-3416 expires on October 30, 2021; providing for expenditures of funds therefor; and providing and effective date (File 7474 – providing for an additional first amendment expenditure amount not-to-exceed $15,000, with the total contract amount not- to-exceed $45,000). BACKGROUND Chapter 271.102 of the Local Government Code authorizes local governments to participate in a cooperative purchasing program with another local government or local cooperative organization. In lieu of competitive bidding, items and services may be purchased through such agreements as the agreements have already been bid by the sponsoring entity or agency. Pricing obtained through the Department of Information Resources (DIR) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. The original contract was awarded on September 30, 2020 not-to-exceed $30,000 with T-Mobile for products and services related to DIR-TSO-3416. RECOMMENDATION To provide an additional not-to-exceed amount $15,000 with this First Amendment for an aggregate not- to-exceed amount of $45,000. ESTIMATED SCHEDULE OF PROJECT DIR-TSO-3416 with a contract expiration date of 10/30/2021. FISCAL INFORMATION This service and products will be used by the Solid Waste Department. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B EXHIBITS Exhibit 1: Information Sheet Exhibit 2: Contract DIR-TSO-3416 and pricing sheet Exhibit 3: DIR-TSO-3416 Amendment Respectfully submitted: Crystal Westbrook Procurement and Compliance DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B DIR Contract No. DIR-TSO-3416 Vendor Contract No. ________________ 1 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES T-MOBILE USA, INC. 1. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter “DIR”) with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and T-Mobile USA, Inc. (hereinafter “Vendor”), with its principal place of business at 12920 SE 38th Street, Bellevue, Washington 98006. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State Business Daily, Request for Offer (RFO) DIR-TSO-TMP-234, on December 9, 2015, for Hardware, Software and Services for Wireless Voice, Data, Pagers and Mobile Satellite Voice. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-234 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence For purchase transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor’s Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Exhibit 1, Vendor’s Response to RFO DIR-TSO-TMP-234, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-234, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term of this Contract shall be two (2) years commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to two (2) optional one-year terms. Additionally, the parties by mutual agreement may extend the term for up to ninety (90) EXHIBIT 2DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B DIR Contract No. DIR-TSO-3416 Vendor Contract No. ________________ 2 additional calendar days. 3. Product and Service Offerings A. Products Products available under this Contract are limited to Wireless Voice and Data Products required for services offered in B. below as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.B above. Vendor may not add a manufacturer’s product line which was not included in the Vendor’s response to the solicitation described in Section 1.B above. B. Services Services available under this Contract are limited to Wireless Voice and Data Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 1.B above. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. 5. DIR Administrative Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is two percent (2%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $2,000. B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Shannon Kelley, CTPM, CTCM Manager, Contract and Vendor Management Department of Information Resources 300 W. 15th St., Suite 1300 Austin, Texas 78701 Phone: (512) 936-2233 Facsimile: (512) 475-4759 DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B DIR Contract No. DIR-TSO-3416 Vendor Contract No. ________________ 3 Email: shannon.kelley@dir.texas.gov If sent to the Vendor: T-Mobile USA, Inc. Attn: Vice President, Business and Government Sales 12920 SE 38th Street Bellevue, WA 98006 With a copy to: T-Mobile USA, Inc. Attn: Legal Department 12920 SE 38th Street Bellevue, WA 98006 7. Software License and Service Agreement A. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer’s responsibility to read the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. 8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. No exceptions have been agreed to by DIR and Vendor. {remainder of page intentionally left blank} DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B DIR Contract No. DIR-TSO-3416 Vendor Contract No. ________________ 4 This Contract is executed to be effective as of the date of last signature. T-Mobile USA, Inc. Authorized By: __Signature on File________ Name: _Matt Millen___________________ Title: _VP T-Mobile____________________ Date: ___4/27/2016___________________ The State of Texas, acting by and through the Department of Information Resources Authorized By: _Signature on File__________ Name: _ Wayne Egeler_______________ Title: __CTS Director_ ________ Date: ___5/3/2016_____________ _ __ Office of General Counsel: __Initials on File___ _ DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Contract DIR-TSO-3416, Amendment 3 Page 1 Amendment Number 3 to Contract Number DIR-TSO-3416 between State of Texas, acting by and through the Department of Information Resources and T-Mobile USA, Inc. This Amendment Number 3 to Contract Number DIR-TSO-3416 (“Contract”) is between the Department of Information Resources (“DIR”) and T-Mobile USA, Inc.,(“Vendor”). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 2. Term of Contract is hereby amended by adding the following: DIR and Vendor hereby agree to extend the term of the Contract for one (1) year through May 3, 2021, or until terminated sooner pursuant to the termination clauses contained in the Contract. Additionally, the parties by mutual agreement may extend the term for up to one hundred eighty (180) additional calendar days to ensure business continuity and transfer of service to a successor contract. 2. Appendix A, Standard Terms and Conditions for Wireless Telecom Product and Related Services Contracts, Section 10, C. Vendor Certifications, (xix), is hereby amended and restated as follows: (xix) represent and warrant that in accordance with Section 2271.002 of the Texas Government Code, by signature hereon, Vendor does not boycott Israel and will not boycott Israel during the term of this Contract; and 3. Appendix A, Standard Terms and Conditions for Wireless Telecom Product and Related Services Contracts, Section 10, C. Vendor Certifications, is hereby amended by adding the following: (xxii) represent and warrant with Section 2155.0061, Government Code, the vendor certifies that the individual or business entity named 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. 4. Appendix A, Standard Terms and Conditions for Wireless Telecom Product and Related Services Contracts, Section 10, Vendor Responsibilities, is hereby amended by adding the following: X. Cybersecurity Training Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED In accordance with Section 2054.5192, Texas Government Code, for any contract with a state agency, if Vendor, or a subcontractor, officer, or employee of Vendor, will have access to a state                  DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Contract DIR-TSO-3416, Amendment 3 Page 2 computer system or database, then such officer, employee, or subcontractor shall complete a cybersecurity training program certified under Section 2054.519, Texas Government Code, as selected by Customer state agency. The cybersecurity training program must be completed by such officer, employee, or subcontractor during the term of the contract and during any renewal period. Each such officer, employee, or subcontractor shall verify completion of the program to the Customer state agency. All other terms and conditions of the Contract as amended, not specifically modified herein, shall remain in full force and effect. In the event of conflict among the provisions, the order of precedence shall be this Amendment 3, Amendment 2, Amendment 1, and then the Contract. {Remainder of page intentionally left blank}                  DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Contract DIR-TSO-3416, Amendment 3 Page 3 IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of last signature, but in all events, no later than May 3, 2020. T-Mobile USA, Inc. Legal Approved By: Name: Odette Polintan Title: Director, Legal Affairs Date: T-Mobile USA, Inc. Authorized By: Name: Derek Casebolt Title: Regional Director Date: The State of Texas, acting by and through the Department of Information Resources Authorized By: Name: Wayne Egeler Title: Director CTS Date: Office of General Counsel:                                  ͬ^ŝŐŶĂƚƵƌĞŽŶ&ŝůĞͬ  ͬ^ŝŐŶĂƚƵƌĞŽŶ&ŝůĞͬ ͬ^ŝŐŶĂƚƵƌĞŽŶ&ŝůĞͬ DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Contract Discount 17% Service or Feature Description Commercially Available Price per Line/Month Monthly Recurring Cost/Line (After Eligible Contract Discount) Government Unlimited Talk & Text (No Data) Unlimited talk and text. Includes Simple Global text and calling options. (20 Line Minimum) Unlimited Messaging in 210+ countries & destinations, Flat voice Rate of $0.20 per minute, and Free International Messaging from the US to mobile numbers in ANY country where texting is available (Not available to certain countries). $10.00 $10.00 Simple Choice Unlimited Talk, Text, and Data w/2GB LTE Data Unlimited talk, text & data; Simple Global; Stateside International Unlimited Texting; Mobile Without Borders; Domestic data roaming (Requires minimum of 12 lines for each account) $15.00 $12.45 Government Unlimited for Phones Unlimited talk, text, & 4G LTE data; Unlimited domestic roaming; Optimized video streaming at 480p; 11GB of 4G LTE Smartphone Mobile Hotspot (Unlimited 3G after the bucket is used); Stateside International Unlimited Texting; Simple Global; Mobile Without Borders; Gogo in-flight 1 hour (unlimited flights) $29.00 $24.07 Government Unlimited for Phones w/Device Subsidy Level 1 Unlimited talk, text, & 4G LTE data; Unlimited domestic roaming; optimized video streaming at 480p; 11GB of 4G LTE Smartphone Mobile Hotspot (Unlimited 3G after the bucket is used); Stateside International Unlimited Texting; Simple Global; Mobile Without Borders; Gogo in-flight 1 hour (unlimited flights) $41.00 $34.03 Government Unlimited for Phones w/Device Subsidy Level 2 Unlimited talk, text, & 4G LTE data; Unlimited domestic roaming; optimized video streaming at 480p; 11GB of 4G LTE Smartphone Mobile Hotspot (Unlimited 3G after the bucket is used); Stateside International Unlimited Texting; Simple Global; Mobile Without Borders (No cap); Gogo in-flight 1 hour (unlimited flights) $53.00 $43.99 Government Unlimited for Phones w/Device Subsidy Level 3 Unlimited talk, text, & 4G LTE data; Unlimited domestic roaming; optimized video streaming at 480p; 11GB of 4G LTE Smartphone Mobile Hotspot (Unlimited 3G after the bucket is used); Stateside International Unlimited Texting; Simple Global; Mobile Without Borders; Gogo in-flight 1 hour (unlimited flights) $64.00 $53.12 Government Unlimited for Phones Data Feature w/21GB Hotspot Unlimited 4G LTE Data feature with 21GB Hotspot $10.00 $8.30 Government Unlimited for Phones Data Feature w/31GB Hotspot Unlimited 4G LTE Data feature with 31GB Hotspot $15.00 $12.45 Government Unlimited for Phones Data Feature w/41GB Hotspot Unlimited 4G LTE Data feature with 41GB Hotspot $25.00 $20.75 Simple Choice Unlimited Mobile Internet Data for Government w/2GB 4G LTE Data Unlimited Data w/2GB 4G LTE Data, Mobile Hotspot (speeds slow at 2GB); unlimited domestic messaging; Domestic data roaming; Simple global; Stateside International unlimited texting; Mobile without Borders $10.00 $10.00 Government Unlimited 4G LTE Mobile Internet Data Unlimited 4G LTE High-speed Mobile Internet Data; Unlimited domestic messaging; Domestic data roaming; Simple Global; Stateside International Unlimited Texting; For use with Tablets/Hotspots/Routers/Modems $35.00 $29.05 Government Unlimited Mobile Internet for Tablets w/11GB Hotspot Unlimited 4G LTE high-speed data, Unlimited Messaging - 11GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used) - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $23.50 $19.51 Government Unlimited Mobile Internet for Tablets w/21GB Hotspot Unlimited 4G LTE high-speed data, Unlimited Messaging - 21GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used) - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $35.00 $29.05 Government Unlimited Mobile Internet for Tablets w/31GB Hotspot Unlimited 4G LTE high-speed data, Unlimited Messaging - 31GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used) - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $40.50 $33.62 Mobile Internet Plans Texas DIR Contract DIR-TSO-3416 Updated: August 3, 2020 Voice Only Plans Voice & Data Plans DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Government Unlimited Mobile Internet for Tablets w/41GB Hotspot Unlimited 4G LTE high-speed data, Unlimited Messaging - 41GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used) - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $52.50 $43.58 Government Unlimited Mobile Internet for Tablets w/11GB Hotspot; Device Subsidy Level 1 Unlimited 4G LTE high-speed data, Unlimited Messaging - 11GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL1 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $35 $29.05 Government Unlimited Mobile Internet for Tablets w/11GB Hotspot; Device Subsidy Level 2 Unlimited 4G LTE high-speed data, Unlimited Messaging - 11GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL2 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $47 $39.01 Government Unlimited Mobile Internet for Tablets w/11GB Hotspot; Device Subsidy Level 3 Unlimited 4G LTE high-speed data, Unlimited Messaging - 11GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL3 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $59 $48.97 Government Unlimited Mobile Internet for Tablets w/21GB Hotspot; Device Subsidy Level 1 Unlimited 4G LTE high-speed data, Unlimited Messaging - 21GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL1 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $47 $39.01 Government Unlimited Mobile Internet for Tablets w/21GB Hotspot; Device Subsidy Level 2 Unlimited 4G LTE high-speed data, Unlimited Messaging - 21GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL2 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $59 $48.97 Government Unlimited Mobile Internet for Tablets w/21GB Hotspot; Device Subsidy Level 3 Unlimited 4G LTE high-speed data, Unlimited Messaging - 21GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL3 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $71 $58.93 Government Unlimited Mobile Internet for Tablets w/31GB Hotspot; Device Subsidy Level 1 Unlimited 4G LTE high-speed data, Unlimited Messaging - 31GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL1 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $53 $43.99 Government Unlimited Mobile Internet for Tablets w/31GB Hotspot; Device Subsidy Level 2 Unlimited 4G LTE high-speed data, Unlimited Messaging - 31GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL2- Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $65 $53.95 Government Unlimited Mobile Internet for Tablets w/31GB Hotspot; Device Subsidy Level 3 Unlimited 4G LTE high-speed data, Unlimited Messaging - 31GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used) DSL3- Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $76 $63.08 Government Unlimited Mobile Internet for Tablets w/41GB Hotspot; Device Subsidy Level 1 Unlimited 4G LTE high-speed data, Unlimited Messaging - 41GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL1 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $65 $53.95 Government Unlimited Mobile Internet for Tablets w/41GB Hotspot; Device Subsidy Level 2 Unlimited 4G LTE high-speed data, Unlimited Messaging - 41GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL2 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $76 $63.08 Government Unlimited Mobile Internet for Tablets w/41GB Hotspot; Device Subsidy Level 3 Unlimited 4G LTE high-speed data, Unlimited Messaging - 41GB of 4G LTE Smartphone Mobile Hotspot (reduced to 3G after the bucket is used)DSL3 - Simple Global - Optimized video streaming at 480p - Stateside International Unlimited Texting - Mobile Without Borders - Domestic data roaming; For use with tablets/iPads only $88 $73.04 Geotab Fleet Management Base Plan GPS location, VIN, Driver ID, and basic IOX support worldwide $15.00 $12.45 Geotab Fleet Management Regulatory Plan Hours of Service, IFTA and Temperature Monitoring functionality over the Base plan. Geared toward assisting fleets in meeting a range of compliance regulations in the USA and Canada $23.50 $19.51 Geotab Fleet Management for Government Plans DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Geotab Fleet Management Pro Plan The functionality of the Regulatory plan and support for engine and accelerometer data worldwide $29.00 $24.07 Geotab Fleet Management Pro Plus Plan The ProPlus plan offers the greatest functionality, including Active Tracking, a lifetime warranty, and premium services including EV data worldwide $21.47 $17.82 Machine to Machine Unlimited Data (128kbps) w/Text Voice barred; Unlimited domestic data roaming; 500 SMS; 200mb domestic data roaming $5.00 $5.00 Machine to Machine Unlimited Data (512kbps) w/text Voice barred; Unlimited domestic data roaming; 500 SMS; 200mb domestic data roaming $10.00 $10.00 EmpowerED Program 2GB Mobile Internet Unlimited data (speeds slow at 2GB); Unlimited messaging; Smartphone Mobile Hotspot (speeds slow at 2GB); Binge On; Domestic data roaming; Simple Global; Stateside International Unlimited Texting; Mobile Without Borders; Music Freedom; All recurring taxes and fees included in MRC $0.00 $0.00 EmpowerED Program 2GB Mobile Internet Unlimited data (speeds slow at 2GB); Unlimited messaging; Smartphone Mobile Hotspot (speeds slow at 2GB); Binge On; Domestic data roaming; Simple Global; Stateside International Unlimited Texting; Mobile Without Borders; Music Freedom; All recurring taxes and fees included in MRC $10.00 $10.00 EmpowerED Program Unlimited 4G LTE Mobile Internet Unlimited 4G LTE Data; Unlimited Messaging; Binge On; Domestic data roaming; Simple Global; Stateside International Unlimited Texting; Mobile Without Borders; Music Freedom; All recurring taxes and fees included in MRC $20.00 $20.00 Gov Edu Web Filtering CIPA Compliant Web Filtering for Government $0.00 $0.00 Business EDU Web Filtering CIPA Compliant Web Filtering for Business & Government $1.00 $1.00 1) For the Subsidy to be effective, Customer will activate a line of Service under its Master Account. Each line of Service must be activated and maintained for at least 24 months from the 6) Customer’s account with T-Mobile must be in good standing to receive the subsidy. 3) Each line of Service must be activated in accordance with the terms of the Agreement; 4) Each line of Service which is activated under the Master Account can only qualify once for a device subsidy during the Initial Term; Machine to Machine Unlimited Data EmpowerED Program Plans *Requirements for the Government Unlimited Rate Plan with Subsidy Allowance On all T-Mobile plans, for the small fraction of customers using >50GB/mo., primary data usage must be on smartphone or tablet. Smartphone and tablet usage is prioritized over Mobile Hotspot Service (tethering) usage, which may result in higher speeds for data used on smartphones and tablets. Not all features available on all devices. Unlimited talk & text features for direct communications between 2 people. Not for extended international use; you must reside in the U.S. and primary usage must occur on our network. Device must register on our network before international use. T-Mobile One General Terms: Capable device required for some features. U.S. roaming and on-network data allotments differ: includes 200MB roaming. Unlimited talk & text features for direct communications between 2 people; others (e.g., conference & chat lines, etc.) may cost extra. T-Mobile ONE not available for hotspots and some other data-first devices. Video streams at up to 1.5Mbps unless you have an HD Day Pass. Optimization may affect speed of video downloads; does not apply to video uploads. For best performance, leave any video streaming applications at their default automatic resolution setting. Tethering: Tethering at max 3G. Service may be terminated or restricted for excessive roaming. Simple Global: Usage may be taxed in some countries. Calls from Simple Global countries over Wi-Fi are $.20/min. (no charge for Wi-Fi calls to US, Mexico and Canada). Standard speeds approx. 128Kbps without Plus; with Plus approx. 256 Kbps. See http://www.t-mobile.com/optional-services/roaming.html for included countries and destinations. The list is subject to change at T-Mobile’s discretion. Stateside Int’l Talk: Calls must originate on T-Mobile’s U.S. network or in Canada/Mexico. Rates and included countries vary and may change. On-network and U.S. roaming data allotments differ; includes 200 MB domestic roaming. Partial megabytes rounded up. Select companion smartphone and separate qualifying service on each device required. Simple Choice North America General Terms: Additional usage taxed in some countries. Charges apply for calls to other countries. Call forwarding only to U.S. numbers. Partial minutes/megabytes rounded up. Full speeds available up to monthly allotment, including tethering (Unlimited on-smartphone 4G LTE data option includes 14 GB of tethering); then, slowed to up to 2G speeds through bill cycle. Certain uses, e.g., some speed test apps, may not count against high-speed data allotment or have speeds reduced after allotment reached. U.S. roaming and on-network data allotments differ; see your selected service for details. Data Stash: Up to 20 GB of on-network data from past 12 months carries over to next billing cycle for as long as you maintain qualifying service. Coverage not available in some areas; we are not responsible for our partners’ networks. Network Management: Service may be slowed, suspended, terminated, or restricted for misuse, abnormal use, interference with our network or ability to provide quality service to other users, or significant roaming. See T-Mobile.com/OpenInternet for data management details. 5) The subsidy cannot be combined with any other discounts, credits or promotional offers; and 2) Each line of Service must remain active, without suspension, for a 90-day period following the activation (“Minimum Activations Period”); Minimum Activation Period/Termination. If any line of Service that received a Subsidy or any other future credit that T-Mobile may agree to provide to Customer is terminated prior to the end of the Subsidy Term, then Customer agrees to pay or reimburse T-Mobile the pro rata portion of the Subsidy that has been credited by T-Mobile to the Customer for each terminated line of Service (for purposes of illustration only, if Customer terminates the applicable line 12 months following activation, and if T-Mobile has issued a subsidy of $150 for such line, then Customer will reimburse T-Mobile $75 (i.e. 50% [12/24 months] X $150) for such terminated line). Customer may either (i) pay T-Mobile the aggregate amount of issued subsidy for terminated lines of Service which are terminated before the end of the Subsidy Term within 30 days of termination of the affected lines of Service; or (ii) T-Mobile may charge Customer for the Activation Credits issued for each terminated lines of Service and Customer agrees to pay T-Mobile for the Subsidy issued to Customer for the terminated lines within 30 days of issuance of notice by T-Mobile. General Rate Plan Terms and Conditions DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Appendix C – Pricing Index DIR Contract Number DIR-TSO-3416 Tier 1 Description Line Requirement Monthly Recurring Charge/per line Tier 1 Enterprise Static IP 25-200 $4.00 Tier 1 Enterprise Static IP Managed 25-200 $7.00 Tier 1 Ent. Static IP MI 25-200 $4.00 Tier 1 Ent. Static IP MI Managed 25-200 $7.00 Tier 1 Enterprise Static IP No AVD 25-200 $4.00 Tier 1 Ent. Static IP Managed No AVD 25-200 $7.00 Tier 2 Enterprise Static IP 201-300 $3.00 Tier 2 Enterprise Static IP Managed 201-300 $5.00 Tier 2 Ent. Static IP MI 201-300 $3.00 Tier 2 Ent. Static IP MI Managed 201-300 $5.00 Tier 2 Enterprise Static IP No AVD 201-300 $3.00 Tier 2 Ent. Static IP Managed No AVD 201-300 $5.00 Tier 3 Enterprise Static IP 301+ $2.00 Tier 3 Enterprise Static IP Managed 301+ $3.00 Tier 3 Ent. Static IP MI 301+ $2.00 Tier 3 Ent. Static IP MI Managed 301+ $3.00 Tier 3 Enterprise Static IP No AVD 301+ $2.00 Tier 3 Ent. Static IP Managed No AVD 301+ $3.00 Tier SOC Description Line Requirement Monthly Recurring Charge/per line Tier 1 Ent. Private APN 25-500 $5.00 Tier 2 Ent. Private APN 501+ $2.00 Tier 1 Ent. Private APN Managed 25-500 >$7.00 Tier 2 Ent. Private APN Managed 501+ $3.00 Tier 1 Ent. Private APN MI 25-500 $5.00 Tier 2 IEnt. Private APN MI 501+ $2.00 Tier 1 Ent. Private APN MI Managed 25-500 $7.00 Tier 2 Ent. Private APN MI Managed 501+ $3.00 Tier 1 Ent. Private APN No AVD 25-500 $5.00 Tier 2 Ent. Private APN No AVD 501+ $2.00 Tier 1 Ent Private APN Managed NoAVD 25-500 $7.00 Tier 2 Ent Private APN Managed NoAVD 501+ $3.00 Static IP (Public or Private) * *Initial $500 one-time setup fee required for Static IP Private APN ** **Initial $2500 one-time setup fee required for Private APN DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Item - Tax/Fee/Surcharge Amount - $ or % Description Federal Universal Service Fund (FUSF)$0.00 State Universal Service Fund (SUSF)$0.00 County 9-1-1 $0.00 State 9-1-1 $0.50/month per line (rate varies) Regulatory Programs Fee $0.00 Utility Use $0.00 State and Local Sales Taxes $0.19 / month (Taxes vary based on billing location of end user) T-Mobile charges DIR end users all appropriate taxes, fees, and/or surcharges specified in this Appendix C, Pricing Index. For waiver of any taxes, DIR Customers must provide legal documentation and certification of tax exempt status. Quoted prices do not include taxes, fees, and/or surcharges. Specific pricing varies depending on the location of the end user. Telecommunicaitons Taxes, Fees and Surcharges DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Amendment 4 Contract DIR-TSO-3416 rev. 05/2020 Page 1 Amendment Number 4 to Contract Number DIR-TSO-3416 between State of Texas, acting by and through the Department of Information Resources and T-Mobile USA, Inc. This Amendment Number 4 to Contract Number DIR-TSO-3416 (“Contract”) is between the Department of Information Resources (“DIR”) and T-Mobile USA, Inc., (“Vendor”). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1.Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for up to one hundred and eighty (180) calendar days through October 30, 2021, or until terminated sooner pursuant to the termination clauses contained in the Contract. Additionally, the parties agree that if the Vendor is awarded a contract for the same services, the contract will terminate immediately upon execution of the new contract and the Vendor will migrate existing customers to the new contract. 2.Contract, Section 6. Notification, is hereby amended by revising the DIR Contract information as follows: If sent to the Vendor: Attn: Vice President, T-Mobile for Government T-Mobile USA, Inc. 12920 SE 38th Street Bellevue, WA 98006 All other terms and conditions of the Contract, not expressly amended herein, shall remain in full force and effect. In the event of conflict among the provisions, the order of precedence shall be this Amendment 4, then Amendment 3, then Amendment Number 2, then Amendment Number 1, and then the Contract. DocuSign Envelope ID: 57E80453-D490-4D49-80FF-3FBC1E64BBDBDocuSign Envelope ID: 6120202F-1F75-4099-8E05-9590FB9A6B61DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Amendment 4 Contract DIR-TSO-3416 rev. 05/2020 Page 2 IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature, but in all events, no later than 5/03/2021. T-Mobile USA, Inc. Authorized By: Name: David Bezzant Title: Vice President Date: Approved by: Sprint Solutions, Inc. Legal Dept. The State of Texas, acting by and through the Department of Information Resources Authorized By: Name: Wayne Egeler Title: Director, CTS Date: Office of General Counsel: DocuSign Envelope ID: 57E80453-D490-4D49-80FF-3FBC1E64BBDB 3/26/2021 | 8:29 AM PDT 3/26/2021 | 8:41 AM PDT DocuSign Envelope ID: 6120202F-1F75-4099-8E05-9590FB9A6B61 4/1/2021 | 4:22 PM CDT 4/5/2021 | 8:42 AM CDT /Signature on File/ /Signature on File/ /Signature on File/ M.H DocuSign Envelope ID: BC0141F3-7CE8-4C34-AA6F-969B2707934B Certificate Of Completion Envelope Id: BC0141F37CE84C34AA6F969B2707934B Status: Completed Subject: ***Purchasing Approval*** 7474-T Mobile--Amendment 1 Source Envelope: Document Pages: 16 Signatures: 0 Envelope Originator: Certificate Pages: 2 Initials: 2 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/25/2021 10:09:58 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/25/2021 10:11:38 AM Viewed: 5/25/2021 10:12:10 AM Signed: 5/25/2021 10:12:18 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 198.49.140.104 Sent: 5/25/2021 10:12:19 AM Viewed: 5/25/2021 3:52:17 PM Signed: 5/25/2021 3:52:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp James Tips james.tips@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/25/2021 3:52:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/25/2021 10:11:38 AM Certified Delivered Security Checked 5/25/2021 3:52:17 PM Signing Complete Security Checked 5/25/2021 3:52:24 PM Completed Security Checked 5/25/2021 3:52:25 PM Payment Events Status Timestamps