Loading...
2003-246ORDINANCE NO. ~a~ AN ORDINANCE AWARDING A CONTRACT FOR THE PURCHASE OF WIRELESS COMMUNICATION SERVICES AS AWARDED BY THE STATE OF TEXAS BUILDING AND PROCUREMENT COMMISSION; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE (FILE 3063 TO NEXTEL COMMUNICATIONS IN THE ANNUAL ESTIMATED AMOUNT OF $99,600). WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services Commission has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the General Services Commission programs at less cost than the City would expend if bidding these items individually, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the numbered items in the following numbered file for materials, equipment, supplies, or services, shown in the "Purchase Orders" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR PRICE 3063 Nextel Communications $99,600 SECTION 2. That by the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the General Services Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the General Services Commission, and the purchase orders issued by the City. SECTION 3. That should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the General Services Commission, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the General Services Commission, quantities and specified sums contained in the City s purchase orders, and related documents herein approved and accepted. SECTION 4. That by the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 5. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of 2003. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: AP OVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: 3-ORD-File 3063 DIR-VPC-03-025 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES VOLUME PRICING CONTRACT NEXTEL OF TEXAS, INC. This VOLUME PRICING CONTRACT for the acquisition of Nextel products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources with its principal place of business at 300 West 15m Street, Suite 1300, Austin, Texas 78701, and Nextel of Texas, Inc., d/b/a Nextel Communications, on behalf of itself and its affiliates ("Nextel" or "Vendor") with its principal place of business at 111 Congress Avenue, Franklin Plaza, 7m Floor, Austin, TX 78701. 1. Contract Scope and Term This Contract sets forth the terms and conditions governing the acquisition of Nextel products and related services. The products and services available under this Contract are as set forth in Appendix C and Appendix D to the Contract. Terms used in this document shall have the meanings set forth below in Section 2, Definitions. This Contract is available for use by all Customers. The term of this Contract shall be two (2) years commencing on the last date of approval by the parties. Prior to expiration of the original term, the parties may renew this Contract, for up to two (2) optional one-year terms, upon mutual written agreement of the parties. Upon termination of this Contract, all rights and obligations set forth herein shall survive in accordance with their terms as to procurements made by Customers prior to such termination. 2. Definitions Terms used in this Contract shall have the following meanings: A. DIR - the Department of Information Resources. B. Customer - any Texas state agency and local government as defined in Section 2054.003, Texas Government Code (including institutions of higher education as defined in Texas Education Code, Section 61.003), and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code. C. Manufacturer - all equipment manufacturers referenced within Appendix C to the Contract. D. Product - any and all product items referenced in Appendix C to the Contract. E. Services - any value-added service that the Vendor may perform as related to products available under this Contract and referenced in Appendix C and Appendix D. F. State Contract Administrator - the individual as appointed by DIR to administer this Contract on behalf of the State of Texas and the Customers. G. Vendor Contract Administrator - the individual as appointed by the Vendor to administer this Contract on behalf of the Vendor. H. DIR. Administrative Fee - the fee used to defray DIR's cost of negotiating, executing and administering this Contract. L 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). J. Information Resources Technology (Technologies) - as defined in Texas Government Code §2054.003. DIR-VPC-03-025 K 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. L. State - refers to the State of Texas. M. Go DIRect Coordinator - refers to the individual appointed by DIR to administer and collect the Contract reporting data on behalf of the State and the authorized Customers. N. Vendor - shall mean Nextel. 0. Nextel Partners, Inc. (Partners) - refers to an affiliate of Nextel providing digital wireless communications services under the Nextel brand name in certain geographic areas of Texas. 3. Entire Agreement and Order of Precedence This Contract; Appendix A, Standard Clauses for Texas DIR Contracts; Appendix B, HUB Sub- contracting Plan; Appendix C, Product and Services; Appendix D, Additional Services; Nextel's response to the ITN-TMP-03-013; and the ITN constitute the entire agreement between the parties hereto. In the event of a conflict between the documents listed in this paragraph, the controlling document shall be this Contract, Appendix A, Appendix B, Appendix C, Appendix D, Vendor's Response to the ITN and the ITN. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained herein shall be binding or valid. This Contract shall not be changed, modified or altered in any manner except by an instrument in writing executed by both parties hereto, with the approval of DIR. The teams and conditions set forth herein shall govern all transactions by Customers under this Contract. Customers shall not have the authority to modify the terms of this Contract, except as to receive better terms or pricing for a particular procurement than those set forth herein. In such event, Vendor shall famish a copy of such better offerings to DIP, upon request. No additional term or condition of a purchase order issued by a Customer can weaken a term or condition of this Contract. In the event of a conflict between a Customer's purchase order and this Contract, the Contract term shall control. Partners provide Vendor Services in some geographic areas within the State. The Parties acknowledge and agree that Partners shall assume all of Vendor's obligations under this Agreement in addition to any obligations set forth in a Customer's Purchase Order where Customer executes a Purchase Order within Partner; territories. 4. Product and Service Offerings Products available under this Contract include any hrfomration Resource Technology item as set forth in Appendix C. Services include the services Vendor offers as set forth in Appendix C and Appendix D. A. Products Vendor will maintain a product list including pricing, product descriptions, and product specifications for all products offered under this Contract. The product list may be updated at any time during the term of this Contract to incorporate product model changes or product upgrades, addition of new products, and removal of obsolete or discontinued products that are within the scope of this Contract. B. Services Available services are set forth in Appendix C and Appendix D. Vendor will maintain a list including pricing and descriptions for all services offered within the scope of this Contract. The services list may be updated at any time during the term of this Contract to incorporate changes to the service offering so long as such changes are within the scope of the Contract. 2 DIR-VPC-03-025 C. Data Services. This Contract does not provide for data services, other than the limited services listed within Appendix D to this Contract. 5. Contract Administration DD2 and the Vendor will each provide a Contract administrator to support this Contract. Information regarding the Contract administrators will be posted on the Internet web site designated for this Contract. A. 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 this Contract, ii) advising DIR of Vendor's and Partners performance under the terms and conditions of this Contract, and iii) periodic verification of product and services pricing and monthly reports submitted by Vendor. B. 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 this Contract, ii) facilitating dispute resolution between Vendor and a Customer or Partners and a Customer, and iii) advising DIR of its performance and performance by Partners under the terms and conditions of this Contract. DIR reserves the right to require a change in Vendor's then-current contract administrator if the assigned administrator is not, in the opinion of DIR, adequately serving the needs of the State. 6. Pricing The price to the Customer under this Contract will be established by the Vendor and shall be the lowest price offered by Vendor to any Texas governmental entity for the same Product or Services. Any violation of this provision may result in this Contract being terminated. A. Customer Discount Based on a quantity of one (1), the Customer discount from the Vendor for products and services will be as set forth in Appendix C. Customer may negotiate more advantageous pricing for large volume purchases with Vendor. B. DIR Administrative fee The DIR administrative fee specified in Section 10, Reporting and Administrative Fees, shall be included in the Customer Discount set forth herein. The administrative fee shall not be broken out as a separate line item when pricing or invoice is provided to Customer. C. Shipping and Handling Fees The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be F.O.B. Customers destination. No additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited delivery, Customer will be responsible for any charges for expedited delivery. D. Discounts, Taxes and Telecommunications Fees 1) The discount rates set forth in this Agreement are intended as minimums for the term of the Agreement and may not be changed to be less except by Amendment to the DIR-VPC-03-025 Agreement; provided however, that nothing herein prevents Vendor from offering a higher discount to a Customer because of a large order. 2) The only applicable FCC authorized fees, surcharges and assessments in effect as of the date of this Agreement are the Federal Universal Service Fund charge, and the Telephone Relay Service charge. These fees may appear on billings to Customers. No other FCC or PUC authorized fee, surcharge or assessment may be imposed during the term of this Agreement, without the prior amendment to authorize such imposition under the Agreement. Vendor acknowledges that certain Customers, that are political subdivisions, are exempt from the imposition and collection of certain Texas telecommunications fees, including the Texas Universal Service Fund Charge and Texas Infrastructure Fund assessment. In addition, state agency-Customers have additional exemptions from Texas fees, including the 911 emergency service fee, 911 equalization surcharge, poison control surcharge, and late charges imposed under Section 55.010, Utilities Code. Vendor agrees to not bill for any items for which a Customer has an exemption and to promptly correct any incorrect billings that occur. 3) During the term of this Agreement, if any new tax, fee, surcharge or assessment ("Payment") is imposed on charges for Vendor's Services, such Payment shall require an Amendment in order to be effective against the State of Texas and Customers, unless Payment is required by law. If a Payment is required by law, Nextel will impose such Payment on the State without execution of an Amendment. However, the State shall have the right to cancel the Contract pursuant to Appendix A, Section 25 of this Agreement. . 4) Vendor acknowledges that Customers are exempt from state sales, use and excise taxes, Section 151.309, Texas Tax Code, and Federal Excise Tax, 26 USC Sections 4253 (i) and 6). Vendor further acknowledges that State agency- Customers are exempt from the assessment and collection of sales taxes imposed by political subdivisions. See Sections 321.208 (municipalities) and 323.207 (counties), Texas Tax Code. Customers shall issue a tax exemption certificate with each Purchase Order. E. Changes to Prices Vendor may change the price of any product or services at any time, based upon changes to the Vendor's National Promotion Price for products (handsets and accessories) or service plans, but discount levels shall remain consistent with the discount levels specified in Appendix C. Price decreases shall take effect automatically during this Contract tens and Vendor shall pass all price decreases on to the Customer. Within the scope of the products and services authorized to be purchased through this Contract, Vendor may make product model changes and add new products or service plans at any time and the pricing for the same shall incorporate comparable price discount levels as specified in Appendix C. 7. Order Processing and Payments All Customer purchase orders will be placed directly with the Vendor or Partners and should reference the DIR Contract number. Accurate purchase orders shall be effective and binding upon Vendor or Partner when accepted by Vendor or Partners prior to the termination of this Contract period. 4 DIR-VPC-03-025 Invoices shall be submitted by the Vendor or Partner directly to the Customer and shall be issued by the Vendor in compliance with Chapter 2251, Texas Government Code. All payments for products and/or services purchased under this Contract and any provision of acceptance of such products and/or services shall be made to the Vendor by the Customer. Invoices must be timely and accurate. Each invoice must match Customer's 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 order by the Customer. Customer(s) shall comply with Chapter 2251, Texas Government Code, in making payments to Vendor or Partner. Payment under this Contract shall not foreclose the right to recover wrongful payments. 8. Customer's Use of Service. Customers purchasing Services under this Contract are subject to compliance with the terms and conditions herein regarding the use of Service. Compliance with the use of Service terms and conditions is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Services. If DIR purchases Services for its own use under this Contract, it shall be responsible for its compliance with the service terms and conditions. A. Use of Service. (1) Customer will not use the Service for any unlawful purpose. Customer will not use the Service in aircraft or motor vehicles in violation of any applicable laws, regulations or local ordinances. Customer agrees to indemnify, defend, and hold Nextel harmless from any Customer violations of any statutes, ordinances, laws, rules or regulations of any local, state, or federal public authority. (2) If applicable, Nextel Wireless Web Services, consisting of certain applications such as email, data, information and other wireless Internet services (the "Applications") are part of the Services that can be obtained through Nextel. Certain Applications offered by Nextel or authorized third parties may be compatible with the equipment and/or the Service offered by Nextel. Customer shall acknowledge and agree that there is no guarantee or assurance that the Applications are compatible, or will continue to be compatible, with Nextel's System or any of its Equipment or Service offerings. Such compatibility or approval from Nextel of compatibility shall not be construed as an endorsement of a particular Application or a commitment on the part of Nextel that Application(s) will continue to be compatible with the System, Equipment or Service for any period of time. Nextel reserves the right, in its sole discretion, to disable or discontinue any Application for any reason. Use of Nextel Wireless Web Services requires a wireless Internet compatible phone, and is subject to any storage, memory or other equipment limitation. Only certain Internet sites may be accessed, and certain Nextel Wireless Web Services may not be available in all Nextel Service areas. (3) Customer shall acknowledge and agree that in most cases, the developer of an Application is responsible for providing Customer with care and Application support. In the event Customer contacts Nextel for care with a problem concerning the use of an Application, Customer may be referred to the Application developer's and Nextel shall have no obligation to support such Application. DIR-VPC-03-025 (4) If applicable, Nextel is not a publisher of third party content that Customer may from time to time access through Nextel Wireless Web Services; therefore Nextel is not responsible for the content provided by such third parties, including but not limited to statements, opinions, graphics, photos, music, services and other information C' Content'), and accessed by Customer through Nextel Wireless Web Services. Nextel gives no guarantee or assurance as to the currency, accuracy, completeness or utility of Content obtained through Nextel Wireless Web Services. Nextel, Content providers and others have proprietary interests in certain Content. Customer shall not, nor permit others to, reproduce, broadcast, distribute, sell, publish, commercially exploit or otherwise disseminate such Content in any manner without the prior written consent of Nextel, Content providers, or others with proprietary interests in such Content, as applicable. (5) Nextel reserves the right to interrupt Services if Customer's account (i) appears to have excessive charges; or (ii) shows any unusual calling patterns. Nextel will attempt to contact Customer before any such interruption. Such interruption may be done to protect Customer or Nextel as Nextel determines in its sole discretion. Nextel will make commercially reasonable efforts to give Customer notice prior to any interruptions of services under this section. (6) Local dispatch (Direct Connect), cellular calling, Nextel Wireless Web Services and respective coverage areas for these Services are subject to change at any time at the sole discretion of Nextel. (7) Nextel is not responsible for the installation, operation, quality of transmission, or, except as may be specified elsewhere in this Contract, maintenance of the Equipment. Nextel reserves the right to change or remove assigned codes and/or numbers when such change is reasonably necessary in the conduct of its business. Customer does not have any proprietary interest in such codes or numbers. Federal and state laws make it illegal for third patties to listen in on service; however, complete privacy cannot be guaranteed. B. Notice Reeardin¢ Use Of Service For 911 Or Other Emergency Calls (1) The Service provided hereunder does not interact with 911 and other emergency services in the same manner as landline telephone service. Depending on the caller's location and the circumstances of a particular call, the Service provided hereunder may not be able to identify Customer's telephone number or location to emergency services, and Customer may not always be connected to the appropriate emergency services provider. Nextel is actively deploying Enhanced 911 ("E911") service to help public safety authorities locate Nextel subscribers who make 911 calls. However, wireless E911 is not available in all areas, and even in those areas where it is implemented, inherent limitations in this advanced wireless technology prevent it from being 100% reliable. Accordingly, Nextel agrees to provide Customer with E911 service, where available, and Customer acknowledges that such service is not yet completely available or reliable. (2) Nextel may disclose Customer information (e.g., Customer name, address, telephone number, and location) to governmental and quasi-governmental institutions (e.g., emergency service providers and law enforcement agencies), where Nextel deems it necessary to respond to an exigent circumstance. 9. Internet Access to Contract and Pricing Information Access by Customers to Contract temu; and pricing information shall be made available and posted on the Internet. To that end, upon sixty (60) days from execution of the Contract, Vendor DIR-VPC-03-025 will be required to host the complete Contract product and service offerings, including pricing, at Vendor's Internet site. Internet access to this information will be provided including all subsequent changes to the product and services offerings and pricing during the term of this Contract at no cost to DIR, the State, and Customers. A. Accurate and Timely Contract Information Vendor warrants and represents that Contract and related information will be accurately and completely posted, maintained and displayed in an objective and timely manner which renders it clearly distinguishable from other, non-Contract offerings at Vendor's web site. Nextel will use commercially reasonable efforts to post, maintain and display the Contract and related information. However, certain services will be provided by means of Internet communications that are beyond Nextel's control and as such, Nextel does not warrant, except to the extent expressly within Nextel's control (a) that the services will be uninterrupted or error free, (b) as to the results that may be obtained from the use of the services and (c) as to the timeliness, sequence, accuracy, completeness, reliability or content of any information, service, or transaction-provided through the services or with respect to any software used to access the site and services. Further, to the extent allowed by Texas law and constitution, the State and Customer agree to hold harmless Nextel from all claims or losses of any kind arising out of or relating to automated transactions. B. Price Data Retention and Compliance Checks Periodic Compliance Checks of the information posted for this Contract on Vendor's web site will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that pricing listed upon this site is uniform with the Customer Discount as stated in Appendix C and in Appendix D. C. Web Site Changes Vendor hereby consents to a link from the DIR web site to Vendor's web site 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. D. Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing State Contract information, such data shall only be used internally by Vendor for the purpose of implementing or marketing the State Contract, and shall not be disseminated to third parties or used for other marketing purposes. This Contract constitutes a public document under the laws of the State and Vendor shall not restrict access to the Contract terms and conditions including pricing, i.e., through use of restrictive technology or passwords. E. Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's web site. 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. DIR also reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent this Contract. DIR-VPC-03-025 10. Reporting and Administrative Fees Vendor shall be responsible for reporting all products and services purchased under this Contract. The failure to file the monthly reports, subcontract reports, and pay the administrative fees on a timely basis will constitute grounds for suspension or termination of the Contract for cause. If Vendor submits three (3) consecutive monthly reports incorrectly, DIR reserves the right to suspend or terminate this Contract for cause. Vendor's liability for any breach of this section is limited to the amount of administrative fees owed to DIR by Vendor. DIR acknowledges that DIR must provide written/electronic notification following each incorrectly submitted report in order to be permitted to suspend or terminate this Contract for cause. 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. Any third parties acting on behalf or at the direction of DIP to review such Contract books shall be subject to the prior approval by Nextel and may be required to execute Nextel's standard Non-Disclosure agreement prior to examining, inspecting, copying or auditing Nextel's records. A. 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 this Contract for the previous month period. Reports shall be submitted to the DIR Go DIRect Coordinator. Reports are due on the fifteenth (15'h)) day after the close of the previous month period. The monthly report shall include each Customer name, order date, ship date, description, part numbers, manufacturer, quantity, unit price, extended price, Customer purchase order number, contact name, Customer's complete billing address, and other information as required by DIR. Each line item sale must contain all information listed above or the report will be rejected and returned to the Vendor for correction. B. Historically Underutilized Business Subcontract Reports Vendor shall electronically provide each Customer with their relevant Historically Underutilized Business Subcontracting Report, pursuant to this Contract, as required by Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR. Reports shall be due quarterly in compliance with the following schedule, or as requested by each ordering Customer: September - November: due by December 5 h December - February: due by March 5 h March - May: due June 5 h June - August: due September 5th C. DIR Administrative Fee An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of negotiating, executing, and administering this Contract. 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. Any change in the administrative fee shall be incorporated in the price to the Customer. Vendor will pay DIR, on the fifteenth (15'h) day after the close of the previous month period, a two percent (2%) DIR administrative fee based on the dollar value of all monthly access DIR-VPC-03-025 charges to Customers pursuant to this Contract. Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for monthly access charges totaling $100,000 shall be $2,000. 11. Notices All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to this 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. The parties may from time to time, specify any address in the United States as its address for purpose of notices under this Contract by giving fifteen (15) days written notice to the other party- If sent to the State: Patrick W. Hogan Department of Information Resources 300 W. 15m St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 Fax: (512) 475-4759 Email: patrickhogan(a).dinstate.tx.us If sent to the Vendor: Vice President and Assistant General Counsel Public Sector, Attn: Frank Ciavarella Nextel Communications, Inc. 2001 Edmund Halley Drive, Sm Floor Reston, VA 20191 Phone: (703) 433 -4000 Fax: (703) 433 -4037 Email: frank.ciavarella@nextel.com 12. Captions The captions contained in this Contract are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. 13. Choice of Law The law of the State of Texas shall govern the construction and interpretation of this Contract. Nothing herein shall be construed to waive the state's sovereign immunity. (Balance of this page intentionally left blank) DIR-VPC-03-025 IN WITNESS WHEREOF, the parties therefore hereby execute their mutual agreement to the terms of this Contract. This agreement shall be executed and shall be a binding Contract between the parties. Nextel of Texas, Inc. Authorized, By: Name: A IL&n l~e-r Title: / J'- 1 r&,1 4 Tc[p~e~lll~ D✓ Date: 11.301 'R ooz The State of Texas, acting by and through the Department of Information aationn Resources ^ Authorized ~C Nam e: Patrick W. Hoean Title: Director of Business Operations Date: Legal: 10 APPENDIX A STANDARD CLAUSES STATE OF TEXAS, DIR CONTRACTS Appendix A TABLE OF CONTENTS GENERAL 1. Indemnification Clause 2. Non-Assignment Clause 3. No Quantity Guarantees 4. Confidentiality Clause 5. Vendor Certifications 6. Equal Opportunity Compliance 7. Technology Access Clause 8. Commodity Software 9. Records 10. Ability to Conduct Business in Texas 11. Quotation, Warranty, and Return Policies 12. Invalid Term or Condition 13: Enforcement of Contract and Dispute Resolution 14. Entireties 15. Modiflcation of Contract Terms and/or Amendments 16. DIR Logo 17. Vendor Logo 18. Leasing Provision 19. Site Preparation 20. Training and Trade Show Participation 21. Orientation Meeting 22. Use of Subcontractors 23. Force Majeure 24. Termination for Non-Appropriation 25. Termination for Convenience 26. Termination for Cause 27. Customer Rights Under Termination 28. Vendor Rights Under Termination 29. Survival 30. Handling of Written Complaints STANDARD CLAUSES FOR TEXAS DIR CONTRACTS The parties to the attached Contract, amendment or other agreement of any kind (hereinafter, "this Contract") agree to be bound by the following clauses which are hereby made a part of this Contract. 1. INDEMNIFICATION CLAUSE. (a) Nextel does not assume and shall have no liability under the Agreement for (i) failure to deliver the Equipment within a specified time period; (ii) unavailability or delays in delivery of the Equipment; (iii) damage caused to the Equipment due directly or indirectly to causes beyond the control of Nextel, including, but not limited to acts of God, acts of the public enemy, acts of the government, acts or failure to net of Customer, its agents, employees or subcontractors, fires, floods, epidemics, quarantine restrictions, corrosive substances in the air or other hazardous environmental conditions, strikes, freight embargoes, inability to obtain materials or services, commotion, war, unusually severe weather conditions or default of Nextel's subcontractors due to any such causes; or (iv) the use of Nextel Online Services, including but not limited to the accuracy or utility of any information acquired from the Internet through Nextel Online Services; or Internet Services, Content or Applications whether or not supported by Nextel. WITHOUT LIMITING THE FOREGOING, THE VENDOR'S SOLE LIABILITY FOR SERVICE DISRUPTION, WHETHER CAUSED BY THE NEGLIGENCE OF THE VENDOR OR OTHERWISE, IS LIMITED TO A CREDIT ALLOWANCE NOT EXCEEDING AN AMOUNT EQUAL TO THE PROPORTIONATE CHARGE TO CUSTOMER FOR THE PERIOD OF SERVICE DISRUPTION. EXCEPT AS OTHERWISE SET FORTH IN THE PRECEDING SENTENCE, IN NO EVENT IS VENDOR LIABLE FOR ACTUAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES CAUSED BY ITS NEGLIGENCE OR OTHERWISE, NOR FOR ECONOMIC LOSS, PERSONAL INJURIES OR PROPERTY DAMAGES SUSTAINED BY CUSTOMER OR ANY THIRD PARTIES ARISING FROM OR RELATING TO SERVICE DISRUPTION. (b) Nextel will defend, indemnify and hold harmless Customer, and its officers, directors and employees (the "Indemnified Party(ies)") against all reasonable attorney's fees, costs and expenses of the Indettmified Party and all liability of the Indemnified Party to third parties arising from or in connection with any death, bodily injury or damage to tangible personal or real property caused or incurred by the physical acts of Nextel's employees or agents while upon the premises of or controlled by Customer, except where the death, bodily injury or damage to tangible personal or real property is directly attributable to the acts, omissions, or interruptions addressed in Subsection a above. (c) Nextel, at its own expense, will indemnify, defend and hold hamdess the Customer, its employees, representatives, agents and Affiliates against the full amount of any claim, suit, action or proceeding, including, without limitation, reasonable attorney's fees and expenses, reasonable out of pocket expenses and court costs, that the Customer may incur as a result of a claim brought by a third party related to or arising out of any claim that Services infringe in any manner any copyright, patent, maskwork right, trade secret, trademark or trade dress right. Nextel may at its option, conduct the defense in any such third party action arising as described herein and the Customer agrees to reasonably cooperate with such defense; provided, however, that Nextel will keep the Customer informed of and consult with the Customer in connection with the progress of such litigation or settlement. Notwithstanding the foregoing, the Customer may, at its own expense, assist in such defense if it so chooses, provided that Nextel will have the sole control over such defense and all negotiations relative to the settlement of any such claim Nextel may, at its sole option and expense: (a) procure for the Customer the right to use the infringing Service as provided herein; (b) replace the infringing Service with non-infringing, functionally equivalent Services; or (c) modify the infringing Service so that it is not infringing. If options (a), (b) or (c) are not available to Nextel through the use of commercially reasonable, diligent efforts, Customer will discontinue use of the Services upon Nextel's request, and Nextel will cease to provide the infringing Service. If requested by the Customer good faith, the parties will negotiate to reach a written agreement on what, if any, monetary damages are reasonably owed by Nextel to the Customer as a result of the Customer no longer having use of the Services, including but not limited to any billing credit then owed to the Customer. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATION OF VENDOR AND ANY OF ITS LICENSORS, AND THE EXCLUSIVE REMEDY OF THE CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SERVICES OR ANY PART THEREOF. 2. NON-ASSIGNMENT CLAUSE. This Contract shall be entered into and be binding upon the successors of the parties. Neither Party may assign this Contract or any rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that Nextel may assign this Contract to any parent, subsidiary or affiliate of Nextel upon written notification to DIR. 3. NO QUANTITY GUARANTEES. This Contract is not exclusive to the named Vendor. Customers may obtain Information Resources Technologies from other sources during the Contract term DIR makes no express or implied warranties whatsoever that any particular number of Purchase Orders will be issued or that any particular quantity or dollar amount of Information Resources Technologies will be procured through the Contract. 4. CONFIDENTIALITY CLAUSE. Vendor acknowledges that DUL is a government agency subject to the Texas Public Information Act. Vendor also acknowledges that DIR will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. Under the terms of this Contract, DIR may provide Vendor with information related to Customers. Vendor shall not re-sell or otherwise distribute or release to any party in any manner, Customer information, except as permitted in Section (8) (B) (2) in the attached Contract. 5. VENDOR CERTIFICATIONS. Vendor certifies (i) it has not given, offered to give, and does 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 this Contract; (ii) it is not currently delinquent in the payment of any franchise tax owed the State of Texas and is not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledges this Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither it, nor anyone acting for it, has 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) it has not received payment from DIE or any of its employees for participating in the preparation of this Contract; (v) it is not ineligible to receive this Contract under § 2155.004, Texas Government Code; (vi) it is in compliance with §618.003, Texas Government Code; (vii) it will comply with §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of this Contract; and (viii) to the best of the Vendor's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting the Vendor, which if determined adversely to the Vendor will have a material adverse effect on the ability of the Vendor to fulfill its obligations under this Contract 6. 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 this Contract. If Vendor is found to be not in compliance with these requirements during the term of this 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. 7. TECHNOLOGY ACCESS CLAUSE. AS REQUIRED BY 62157.005. TEXAS GOVERNMENT _CODE. (Aoolicable to State Aaencv Purchases Only) Vendor expressly acknowledges and agrees that State funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, the Vendor represents and warrants to DEL and each Customer purchasing products under this Contract that the technology provided hereunder is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology of (i) providing equivalent access for effective use by both visual and non- visual means; (ii) presenting information, including prompts used for interactive communications, in formats intended for non-visual use; and (iii) being integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. For the purposes of this section, the phrase "equivalent access means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans with Disabilities Act or similar state or federal laws. Examples, of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical display and customizable display appearance. 8. COMMODITY SOFTWARE. Texas Government Code, §2157.068 requires State agencies to buy commodity software in accordance with contracts developed by D1R, unless the agency obtains a waiver from DBL. Vendor shall agree to coordinate all agency commodity software sales made pursuant to this Contract through existing DER contracts, if available. Vendor represents it will not license through a signed or unsigned license agreement, volume licensing agreement or an order confirmation, the commodity software to state agencies unless the agency is able to provide a DIR granted waiver that the agency is able to purchase the commodity software outside the DIR Commodity Software contracts. The operating system software and institutions of higher education are not bound to this Code. 9. RECORDS. The Vendor shall maintain adequate records to establish compliance with this Contract until the later of a period of four years after termination of this Contract or following acceptance of final payment under the Contract Such records shall include identification of the procuring Customer, documentation of the Customer's ordering date, Customer Purchase Order number, order date of product or service, ship date or service delivery date, full invoice address, unit price, extended price, invoice number, record of procuring Customer payment and/or balance due, the calculations supporting. each administrative fee owed DIR under this Contract, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. Vendor shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of this Contract to DR the auditors designated by DIR, including auditors of the State Auditor' Office and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, auditing and/or copying such books and records Copies and printouts requested by DIR shall be provided by Vendor without charge. DIR shall provide Vendor ten (10) business days' notice prior to inspecting, auditing, and/or copying Vendor's records. Vendor's records, whether paper or electronic, shall be made available during regular office hours. Vendor personnel familiar with the Vendor's books and records shall be available to DIR staff and designees as needed. Vendor shall provide adequate office space to DIR staff during the performance of a compliance check Any third parties acting on behalf or at the direction of DIR shall be subject to the prior approval by Nextel and may be required to execute Nextel's standard Non-Disclosure agreement prior to examining, inspecting, copying or auditing Nextel's records. If any inspection or compliance check performed hereunder reveals an aggregate overcharge to a Customer of .5% or greater, or an aggregate underpayment to DIR of its administrative fee of .5% or greater, then the cost of such compliance check or inspection, including, but not limited to, the salary and associated overhead of DIR staff performing the compliance check or inspection, shall be reimbursed to DIR within thirty (30) days from receipt of an invoice from DIR reflecting the cost of the compliance check or inspection. For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, the volume of payments made to Vendor through the Texas Comptroller of Public Accounts and the administrative fee based thereon shall be presumed correct unless Vendor can demonstrate to DIR's satisfaction that Vendor's calculation of DIR's administrative fee is correct. 10. ABILITY TO CONDUCT BUSINESS IN TEXAS The Vendor is an entity authorized and validly existing under the laws of its state of organization, and is authorized to do business in the State of Texas. The Vendor is a "Qualified Information Systems Vendor" as defined in §2157.001, Texas Government Code. All products and services offered to Customers under this Contract are listed in Vendor's catalogue on file with the Texas Building and Procurement Commission. 11. QUOTATIONS. WARRANTY. AND RETURN POLICIES. Vendor will adhere to their then-currently published policies concerning quotations, warranties, and return policies. Warranty end return policies for Customers will not be more restrictive or more costly than those warranty and return policies maintained by Vendor for other similarly situated Customers for like products or services. Nextel does not manufacture equipment and offers no warranty on any equipment beyond the manufacturer's warranty provided directly from the manufacturer to the Customer upon receipt of the equipment Descriptions of service and repair plans are available on Nextel's corporate website at hft://www.nextel.com/support/servicerepair/indox.shtn1. Additionally, given the nature and structure of the network, Nextel does not warrant the network. NO WARRANTY (SERVICE): VENDOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO CUSTOMER IN CONNECTION WITH ITS USE OF THE SERVICE. THE CUSTOMER ACKNOWLEDGES THAT SERVICE DISRUPTIONS WILL OCCUR FROM TIME TO TIME AND, SUBJECT ONLY TO SECTION 1, AGREES TO HOLD VENDOR HARMLESS FOR ALL SUCH DISRUPTIONS. NO WARRANTY (EQUIPMENT): VENDOR MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, TO CUSTOMER OR TO ANY OTHER PURCHASER OF EQUIPMENT. VENDOR DOES NOT MANUFACTURE ANY EQUIPMENT. WITHOUT LIMITING THE FOREGOING, VENDOR SPECIFICALLY MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR ANY WARRANTIES THE CUSTOMER RECEIVES FROM THE EQUIPMENT MANUFACTURER, THE CUSTOMER HEREBY WAIVES ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS, OR LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE. IN NO EVENT SHALL. VENDOR BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES, WHETHER OR NOT OCCASIONED BY VENDOR NEGLIGENCE AND INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM THE INTERRUPTION OR FAILURE IN THE OPERATION OF ANY EQUIPMENT SOLD OR LEASED HEREUNDER EXCEPT FOR ANY WARRANTIES EXTENDED BY EQUIPMENT MANUFACTURERS DIRECTLY TO THE CUSTOMER, THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION CONTAINED THEREIN. IF THE EQUIPMENT PROVES DEFECTIVE, UNLESS OTHERWISE AGREED BY VENDOR, ANY COSTS OF NECESSARY SERVICING AND REPAIR WILL BE BORNE BY THE CUSTOMER. 12. INVALID TERM OR CONDITION If any term or condition of this Contract shall be held invalid or unenforceable, the remainder of this Contract shall not be affected and shall be valid and enforceable. 13. ENFORCEMENT OF CONTRACT AND DISPUTE RESOLUTION. Vendor and DIR agree to the following (i) a party's failure to require strict performance of any provision of this Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that ar any other provision; (ii) applicable to State agency purchases only, for disputes not resolved in the normal course of business, the disputer resolution process provided for in Chapter 2260, Texas Government Code, shall be used; (iii) the laws of the State of Texas shall govern this Contract; (iv) actions or proceedings arising from this Contract shall be heard in a court of competent jurisdiction in Travis County, Texas; and (v) nothing herein shall be construed to waive the State's sovereign immunity. 14. ENTIRETIES. The Contract supercedes all prior agreements, representations or promises, whether oral or written, made by the parties regarding the subject matter of this Contract. 15. MODIFICATION OF CONTRACT TERMS AND/OR AMENDMENTS. The terns and conditions set forth in the Contract shall govern all transactions by Customers under this Contract. The Contract may only be modified or amended upon mutual agreement of DD2 and Vendor. Additional Customer terms and conditions, which do not conflict with the Contract, may be added by a Purchase Order and given effect For individual Purchase Orders, however, the Vendor may offer Customers more advantageous pricing and/or payment options than those set forth in the Contract. In such event, Vendor shall furnish a copy of such better offerings to DIR upon request. 16. DIR LOGO. Vendor may use the DIR logo in the promotion of this Contract to Customers with the following stipulations; (i) the logo may not be modified in any way; (ii) when displayed, the size of the DD2 logo must be equal to or smaller than the Vendor logo; (iii) the DIR logo is only used to communicate the availability of products and services under this Contract to Customers; and (iv) any other use of the DIR logo requires prior written permission from DIR. 17. VENDOR LOGO. DIR may have the non-exclusive and nontransferable right to use the Vendor's name and logo in the promotion of this Contract to communicate the availability of Products under this Contract to Customers, following prior written Permission from Vendor. Following such permission, use of the logo may be on the DIR Web Site or on printed materials. Any use of Vendor's Logo by DIR must comply with and be solely related to the purposes of this Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in this Contract will give DIR any right, title, or interest in or to Vendor's trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Vendor. 18. LEASING PROVISION. The parties to this Contract may agree to provisions that allow leasing of information Resources Technologies in addition to purchase sales. 19. SITE PREPARATION. Customer(s) shall prepare and maintain its site in accordance with written instructions furnished by Vendor prior to the scheduled delivery date of any product or service and shall bear the costs associated with the site preparation. 20. TRAINING AND TRADE SHOW PARTICIPATION. Vendor may be required to provide product overview training to DIR at no cost The training will be held within the Austin, Texas area at times mutually acceptable to DIR and Vendor. Vendor understands and agrees that it must participate by providing a staffed booth display or similar presence at no less than two (2) We shows or similar functions sponsored by DIR Business Operations Division each calendar year at the Vendor's expense. Vendor and all participating DBt reserves the right to approve or disapprove of the location of the use of the DHt logo in or on the Vendor's booth. 21. ORIENTATION MEETING. Upon 60 days from execution of the Contract, DIR may require the Vendor to attend an orientation meeting to discuss the Contract content and procedures. The meeting will he held within the Austin, Texas area at a date and time mutually acceptable to DBt and the Vendor. DBI shall bear no cost in the time and travel of the Vendor for attendance at the meeting. 22. USE OF SUBCONTRACTORS. Vendor may subcontract installation, training, warranty, or maintenance services. However, Vendor shall remain solely responsible for the performance of its obligations under this Contract. If Vendor uses any subcontractors, Vendor shall satisfy DIR that it has complied and maintains compliance with the DIR HUB Subcontracting Plan. 23. FORCE MAJEURE. DIR, Customer, or Vendor may be excused from performance under this 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 Majeme. The party suffering an event of Force Majeure shall provide notice of the event to the other parties immediately. 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 Vendor will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 24. TERMINATION FOR NON-APPROPRIATION. Customer may terminate Purchase Orders and DIR may terminate this Contract if funds sufficient to pay obligations hereunder are not appropriated by the legislative body on behalf of local governments, or by the Texas legislature on behalf of state agencies. In the event of non-appropriation, Vendor will be provided ten (10) days written notice of intent to terminate. Customer will be responsible for fees and charges incurred for services provided prior to the date a Purchase Order is terminated for any such lack of allocable or appropriation of funds. 25. TERMINATION FOR CONVENIENCE. Either party may terminate this Contract, in whole or in part, by giving the other party thirty (30) days written notice. A Customer may terminate a Purchase Order if it is deterninod by the Customer that Vendor will not be able to deliver pooduct or services in a timely manner to meet the business needs of the Customer. 26. TERMINATION FOR CAUSE. 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 this Contract or a Purchase Order arising hereunder. The non-defaulting party shall give the defaulting party thirty (30) days from receipt of notice to cure saidl default. If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option end in addition to any other remedies it may have available, cancel and terminate this Contract Customers hereunder have no power to terminate this Contract for default. Customer's rights are exclusively based on their Purchase Order. 27. CUSTOMER RIGHTS UNDER TERMINATION. In the event this Contract expires or is terminated for any reason, a Customer shall retain its rights under die Purchase Order issued with respect to all products or services ordered and accepted prior to the effective termination date. 28. VENDOR RIGHTS UNDER TERMINATION. In the event this Contract expires or is terminated for any reason, a Customer shall pay all amounts due for products or services ordered prior to the effective termination date and ultimately accepted. 29. SURVIVAL. All warranty and/or service agreements that were entered into between Vendor and a Customer under the terra and conditions of this Contract shall survive the termination of this Contract. 30. HANDLING OF WRITTEN COMPLAINTS. In addition to other remedies contained in this Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Matt Kelly 300 W. 15° Street, Suite 1300 Austin, TX 78701 (512) 936.6550, voice (512) 475-4759, fax Email: matt.kellv(aldir.state.Mus. Appendix B Department of Information Resources HUB Subcontracting Plan Forms Historically Underutilized Businesses Subcontracting Plan (Form 1) This form Is required as part of the Historically Underutilized Businesses (HUB) Subcontracting Plan. Failure to include this form and the applicable forms specified herein will result in automatic disqualification of your response to the offering document. Vendor Company Name: Nextel of Texas. Inc. d/b/a Nextel Communications Vendor Identification Number: 74-1650557 Department of Information Resources Offering Document Number: DIR-VPC-03-025 1. The Department of Information Resources has determined that HUB subcontracting opportunities are probable. Is your company proposing to subcontract any portion of this Contract? (Xi Yes - Complete the following forms: Determination of Good Faith Effort (Form 2) Solicitation of HUB Subcontractors (Form 3) Selected Subcontractors (Form 4) What percentage of the proposed work is to be performed by your company? N/A* No - Complete the Statement of Intent (Form 5) 2. Is your company certified as a HUB by the State of Texas? ( ) Yes (X) No I have read and understand the Department of Information Resources' Policy on Utilization of HUBS. Frank Ga Authorized Representative Name Director Strategic Business Development Authorized Representative Title Authorized Representative Signature Date HUB Subcontracting Plan Determination of Good Faith Effort (Form 2) Vendor Company Name: Nextel of Texas. Inc. d/b/a Nextel Communications Department of hnformation Resources Offering Document Number: DIR-VPC-03-025 The potential vendor must make a good faith effort in development of the HUB Subcontracting Plan. Please provide answers to the questions below and provide necessary documentation to support the answers. The Department of Information Resources may review the supporting documentation to determine if a good faith effort was made in accordance with applicable 1 TAC rules and the Contract specifications. If it is determined that a good faith effort was not made, the vendor response to the offering document shall be rejected as a material failure to comply with advertised specifications. The reasons for rejection shall be recorded in the project file. 1. Did your company divide the contract work into reasonable portions in accordance with prudent industry practices? ( ) Yes ( ) No (7Q N/A 2. Did your company send notices containing adequate information about bonding, insurance, the plans, the specifcatiops, scope of work, and other requirements of the Contract to three or more qualified HUBS allowing five working days from receipt of notice for HUBs to participate effectively? ( ) Yes (I) No 3. Did your company advertise the subcontracting opportunities in general circulation, trade association, and/or other minority/women focused media? ( ) Yes (X) No 4. Did your company assist non-certified HUBs to become certified? (X) Yes ( ) No 5. Did your company negotiate in good faith with qualified HUBs, not rejecting qualified HUBs who were the best value responsive bidder? Yes No (X) N/A 6. Did your company document reasons for rejection or meet with rejected HUBS to discuss the rejection? ( ) Yes ( ) No (X) N/A Due to the Indefinite Delivery, Indefinite Quantity (IDIQ) nature of this Contract, Nextel cannot currently make informed decisions with regards to identifying specific HUBs to perform any portion of this Contract. Nertel does, and will continue to, encourage HUB participation as part of this Contract, and with many other opportunities. Due to the uncertainty surrounding the locations, scope, and timeframes of utilization of this procurement vehicle, it is not currently feasible for Nertel to complete Forms 2 - 4 at this time. APPENDIX D ADDITIONAL SERVICES ADDMONAL SERVICES The following is a list of Supplemental Nextel services covered under this Contract. This list includes the only data services permitted to be purchased off of this Contract.