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HomeMy WebLinkAboutbocc.con.072.258.4.22 CDD Contract Number: Project Name: Contractor: Budget Line Item:12541150.574000 41056150.574000 !#BUDGET#! - - Procurement Method: Type: Contract Effective Date: Contract End Date: Contract Type: Retainage/Bonding: County Representative:Drew Petersen County Rep. Phone #:(970) 920-5395 Department: Provide a brief description of the Contract or Change Order: $ 89,007.00 $ - $ - $ 89,007.00 072.25 Pitkin County Contract Cover Sheet Outside Agency Services/Maintenance 5/5/2025 12/30/2025 New Contract Please fully allocate New Contract Total if there are multiple codes $ 44,503.50 $ - $ - $ 89,007.00 If this is a new Vendor, please enter the New Vendor information into Munis for workflow approval and include a complete W-9. Contact Information for Pitkin County Contract/Project Lead: Contract Information Translator/Radio Upgrade of the existing Nokia NSP network monitoring platform on our locally-hosted server to a new dedicated Nokia NSP server including firmware updates, full network integration/server provisioning and field deployment/installation. Original Contract Amount: Previous Change Order/Amendment Amount(s): This Change order/Amendment Amount: Contract Total: Contract Value Summary: No Nokia NSP Upgrade Mobile Communications America, Inc. $ 44,503.50 Rev. 2022.08.04 CDD OUTSIDE AGENCY/COOPERATIVE BID MEMORANDUM TO: File FROM: Drew Petersen, Telecommunications Manager RE: Nokia NSP Upgrade DATE: May 5th, 2025 OUTSIDE AGENCY and/or COOPERATIVE BID At the procurement officer’s discretion, a contract may be awarded for a property, service, or construction item on the terms and to the contractor that has been selected under the State of Colorado's or other governmental jurisdiction’s competitive procurement process. The other jurisdiction’s process must maintain the spirit of the County’s procurement standards in order for the proposal to be accepted by the County (Pitkin County Procurement Code section 3-106.) Contract #: 072.25 Budget: $89,007.00 Description of Project: Upgrade of the existing Nokia NSP network monitoring platform on our locally-hosted server to a new dedicated Nokia NSP server including firmware updates, full network integration/server provisioning and field deployment/installation. Outside Agency/Cooperative Procurement process used: (Include a copy of the outside agency bid with the Contract file.): Sourcewell Contract #020624 Vendor Name: Mobile Communications America, Inc. _________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date COUNTY MANAGER: ________________________________________________ !#COUNTY MANAGER#! Date May-15-2025 Telecommunications Director Jeff Krueger Rich Englehart May-19-2025 Deputy County Manager March 10, 2025 128-D Talbert Rd Mooresville, NC 28117 Pitkin_County NSP MCA Quote # 429002621 Prepared by: Rafael Casellas Phone Number: (303) 898-3005 E-Mail: rafaelcasellas@callmc.com FAX PO to 866-902-8289 and reference the MCA Quote # above. Notes: Terms and Conditions are based upon the Sourcewell Contract #020624-MCA 1. Radio equipment lead time is 16 weeks or Sooner After Receipt of Order with valid frequencies for radio equipment. Other Equipment delivery is typically 8 weeks After Receipt of Order. 2. MCA standard terms and conditions of sale shall govern this quote unless a supply agreement exists between the parties. Standard terms and conditions of sale available upon request. 3. Prices are based on the information supplied to MCA by the requestor. Prices may be subject to equitable adjustment in the event of revisions to the requirements and/or the implementation of the resulting system. Such changes include, but are not limited to, FCC licensing requirements, site and/or path survey findings and other unforeseeable legal, physical or esthetic conditions that may arise. 4. Quote is budgetary. A firm price quote will be provided after the site and path survey information is reviewed and installation schedules are determined. 5 This quote is valid for 90 days from the date of this quote. 6 All material shipping charges are included unless other shipping arrangements, such as direct billing, arrangements are made in advance of any shipments. 7 If Engineering, testing, installation material, or labor requirements outside the scope of these quoted activities are requested, additional charges will be incurred. 8 Network testing services include a 2 hour BER and RFC2544 Testing, unless otherwise specified 9 If delays to scheduled MCA work/completion dates are customer caused, additional charges may be incurred. 10 This quote does not establish or guarantee an installation schedule. The installation schedule will be established upon receipt of Customer Order. 11 Travel costs are estimated. If current prevailing industry airline rates increase significantly by time of installation, additional costs will be incurred. 12 Assumes non-union labor 13 Assumes installation within 12 months of the date of this quote. MCA Pricing Summary Customer: Project: Quote #: Date: Revision: Description Undistributed Total Equipment . Network Services Platform (NSP) Network Manager $38,057 $38,057 Freight $250 $250 Equipment Subtotal: $38,307 $38,307 . Services . Project Management $7,700 $7,700 Network Management System Services $43,000 $43,000 Services Subtotal: $50,700 $50,700 . Equipment / Services Total: $89,007 $89,007 Additional Miscellaneous Options Undistributed Total Maintenance . NFM-P Maintenance for 3 Years $3,196 $3,196 Customer: Project: NSP Quote #: 429002621 Date: 3/10/2025 Revision: 003 Site: Undistributed Unit Price QTY QTY Extended Price PROJECT MANAGEMENT SERVICES . Project Manager (per man day) $1,100 7 7 $7,700 PROJECT MANAGEMENT SERVICES SUBTOTAL .$7,700 . NETWORK MANAGER SYSTEM SERVICES . NSP Design $7,500 1 1 $7,500 NSP Additonal Node Discovery and Adding License Points $6,500 1 1 $6,500 NSP Integration, & Testing $20,000 1 1 $20,000 Network Manager Travel & Living $3,000 1 1 $3,000 NSP Technician Level 3 $6,000 1 1 $6,000 NETWORK MANAGER SYSTEM SERVICES SUBTOTAL .$43,000 . PROJECT SERVICES TOTAL 10 $50,700 MCA Services Pricing Description Part/Catalog Number Pitkin_County Project Total Customer: Project: NSP Quote #: 429002621 Date: 3/10/2025 Revision: 003 Site: Year 1 Year 2 Year 3 Unit Price QTY QTY QTY NOKIA MAINTENANCE . . Simplex FM OEM Comp HP Base with DMR (NBD) - 3HE15371AA 1 $1,044 $1,076 $1,076 . $3,196 NFM-P MAINTENANCE SUBTOTAL . $3,196 . PROJECT MAINTENANCE TOTAL $1,044 $1,076 $1,076 . $3,196 Nokia Maintenance Pricing Pitkin_County Description Qty Paths/Nodes Project Total Extended Price Customer: Project: NSP Quote #: 429002621 Date: 3/10/2025 Revision: 003 Site: Undistributed Unit Price QTY QTY Extended Price NSP 24.8 APPLIANCE BROWNFIELD SIMPLEX 3HE15893NA $38,057 1 1 $38,057 Project NSP Total $38,057 $1 $38,057 Nokia NFM-P (5620 SAM) Pricing Pitkin_County Description Part/Catalog Number Project Total Infinity Technology Solutions Confidential STATEMENT OF WORK DOCUMENTATION FOR PITKIN COUNTY NOKIA WAVENCE MICROWAVE & 7705 SAR MPLS NETWORK Revision 03 Date: 04/02/2025 Infinity Technology Solutions Confidential Infinity Technology Solutions Confidential 1. INTRODUCTION ............................................................................................... 1 2. ABOUT INFINITY TECHNOLOGY SOLUTIONS ...................................................... 1 3. SYSTEM DESCRIPTION ...................................................................................... 1 3.1 MICROWAVE AND MPLS NETWORK DESCRIPTION ............................................................... 1 4. PROJECT MANAGEMENT .................................................................................. 1 5. EQUIPMENT .................................................................................................... 2 5.1 MICROWAVE AND MPLS NETWORK MANAGEMENT SYSTEMS (NMS) EQUIPMENT ...................... 2 6. FIELD INSTALLATION AND TESTING ................................................................... 3 6.1 NETWORK MANAGEMENT SYSTEMS INSTALLATION AND TESTING ............................................. 3 7. SYSTEM ACCEPTANCE PROCEDURES ................................................................. 4 8. EQUIPMENT WARRANTY AND POST INSTALLATION SUPPORT ............................ 5 9. GENERAL 6 Infinity Technology Solutions Confidential 1. Introduction This Statement of Work ("SOW") outlines the services that are to be performed by Infinity Technology Solutions, LLC. (“Infinity”), a division of Mobile Communications America, Inc. (MCA) in support of the NSP Upgrade (the “project”) for Pitkin County (“the customer”) 2. About Infinity Technology Solutions Infinity Technology Solutions, LLC., a division of Mobile Communications America, Inc. (MCA) is the Nokia master distributor for the United States specializing in microwave, MPLS, optical technology, fixed wireless, and SCADA solutions. We employ experienced and highly trained staff of system engineers, project managers and technicians to cover a wide range of channel partner needs from complex custom solutions to turn-key system implementations. Infinity is dedicated to supporting channel partners throughout the entire system planning and implementation process. Our range of services includes microwave path design, site and path surveys, equipment selection on and pricing, FCC frequency coordination and licensing, project management, layer 2 and layer 3 network design, and Multi-Protocol Label Switch (MPLS) network design. Infinity offers a wide range of installation and testing services for existing and new backhaul and transport system. Infinity supports a diverse portfolio of channel partners and resellers including but not limited to transportation, energy, public safety, and enterprise. See more on our website www.infinitytdc.com. Infinity Technology Solutions Confidential Infinity Technology Solutions is located in a 16,000 square foot facility just north of Charlotte, NC with easy access to major highways and an international airport. In addition to our corporate offices, Infinity also has a new state of the art training facility. Our state-of-the-art staging and demo lab allows us to stage all networks and run an extensive amount of provisioning and testing before shipping the systems to the field. Infinity Technology Solutions Confidential Infinity Technology Solutions Confidential 3. System Description 3.1 Microwave and MPLS Network Description This Scope of Work (SOW) outlines the installation of the Nokia Network Manager, Network Services Platform (NSP), designed to provide alarm management and monitoring capabilities for Nokia equipment. The Pitkin County NSP Project includes one NSP Appliance brownfield Server Simplex, Software Installation services and system integration services. o Infinity will order and receive the server. o Infinity will install the NSP Software Package. o Infinity will install all necessary licenses and software. o Infinity will work with Pitkin County to establish a network plan, based on the existing NSP server. o Infinity will deliver the server to the customer chosen location o Infinity will provide on-site support as necessary during field integration. o Infinity will discover existing network elements.  Provided the initial configuration remains consistent. Infinity Technology Solutions Confidential 4. Project Management Project Management INF I N I T Y CU S T O M E R Provide project management (PM) services for the duration of the project for Infinity’s deliverables only. The PM will function as single point of contact (SPOC) and coordinate project activities through final delivery of all contracted tasks and deliverables. X Develop a baseline project management plan and project schedule that includes critical tasks and milestones. X Develop a communications management plan to include project status meeting locations and frequency. The plan will also include exception reporting and escalations. X Develop a change management plan which is a change control system of formal documented procedures that define how project deliverables are controlled, revised, and approved. X Manage and allocate staff and resources. X Manage close-out activities before any necessary resources are released. Verify that all activities within the scope of Infinity’s responsibility have been completed. X Prepare project close-out documentation and provide to the customer. X Place timely purchase orders for all equipment and services included in the project. X X Comply with the terms and conditions of the project and purchase order(s). X X Infinity Technology Solutions Confidential 5. Equipment 5.1 Microwave and MPLS Network Management Systems (NMS) Equipment Network Management Systems (NMS) Equipment INF I N I T Y CU S T O M E R Infinity to provide network management system server hardware. Server will be rack-mountable with minimum specifications to support network management system software. Customer to provide rack specifications. X Provide monitor, keyboard and mouse. X Provide network management system application software and any applicable licenses. X Provide any required network management systems operating software and licenses such as Microsoft Windows or Red Hat. X If the network management system is installed on a virtual machine, provide required VMware software and licenses. X Infinity Technology Solutions Confidential 6. Field Installation and Testing 6.1 Network Management Systems Installation and Testing Network Management System Installation and Testing INF I N I T Y CU S T O M E R Deliver all network management system equipment to the required site. X Install all network management system hardware components at their required location. X Provide remote access to the network management system server. X X Load the operating system software on each network management system component. This may include Microsoft Windows, Red Hat, and VMWare. X Load and configure the network management system application software onto each required component. X Perform discovery of all network elements. X Verify that all required network elements are properly discovered and reporting to the network management system. X X Develop and Execute the network management system acceptance test plan. X 7. Deliverables 7.1 Project Deliverables Network Management System Deliverables INF I N I T Y CU S T O M E R Baseline Project Management Plan and Project Schedule X Communications Management Plan X Change Management Plan X Infinity Technology Solutions Confidential Acceptance Test Plan X Close-out Document Package “As-Built” (, final system design, installation photos, and testing results) X 8. System Acceptance Procedures 8.1 Infinity will notify the Customer of work completion and system ready for the Customer Acceptance. 8.2 Infinity will complete a site walk through with the Customer to inspect the installation work. A punch list of reasonable deficiencies will be prepared and agreed to by both Infinity and the Customer. Punch list items affecting Customer traffic will be listed as critical. 8.3 Within reasonable time frames Infinity will work to clear the punch list items concentrating on critical items first. 8.4 If deemed necessary by the Customer or Infinity, a final walk through will be completed to verify completion of the punch list items. 8.5 Infinity will generate a close-out document package including but not limited to the results of surveys, final system design, installation photos, and testing results. 8.6 Final system acceptance occurs when all of the following items have been completed: Infinity Technology Solutions Confidential  Installation, test, and turn-up of equipment is complete at all contracted sites.  Successful completion of all contractually and mutually defined acceptance and validation tests  Punch list items have been addressed. 9. Equipment Warranty and Post Installation Support 9.1 Nokia warrants its Wavence products, for a period of eighteen (18) months from shipment from Nokia when installed by Infinity, that radio equipment will be free from defects in materials and workmanship and perform in accordance with its specifications. If Infinity does not perform the installation work, the applicable warranty period commences on the date of shipment from Nokia for a period of fourteen (14) months. 9.2 During the warranty period, Nokia will repair or replace any Nokia Product that does not substantially conform to Product specifications. Customer is responsible for obtaining a Return Material Authorization (RMA) number from Infinity and ship the unit to Infinity’s facility in Mooresville, NC. Infinity will return the unit to the Customer as promptly as practicable. Typical turnaround time is thirty (30) Business Days from the time of receipt. Advance Replacement and Emergency Replacement Services are available only for an additional charge at Nokia's then-current rates. At time of System Acceptance Infinity will provide customer with RMA procedures for repair or replace of sold products. 9.3 Any Non-Nokia Product sold by Infinity shall pass to the reseller with the OEM warranty provided by manufacturer of the Product. 9.4 Infinity’s Standard Warranty for the Nokia Hardware shall be limited to either the Repair or replacement - at its sole option - of any defective Part during the Standard Product Warranty Period, provided that such defects can be shown to be due to defective materials or workmanship. Infinity has no obligation to repair or replace any Hardware arising from: (i) normal wear and tear; (ii) the consequences of improper or negligent use, storage, or handling; (iii) repair or modification without prior written authorization from Infinity; (iv) use or installation in connection with other products that do not fit the Specifications of the Product or have not been approved by Nokia/Infinity; (v) use or installation in a manner that does not comply with the technical Specifications of the Product; or (vi) any damage to the Product by power failure, fire, explosion, or any act of God or any other cause beyond Infinity’s control. 9.5 Nokia offers Customer Technical Assistance Center (CTAC) remote support for an additional charge during warranty and post-warranty maintenance period. Nokia CTAC will use reasonable commercial efforts to provide effective telephone assistance which results in timely answers to technical questions involving applications, operations and Infinity Technology Solutions Confidential maintenance of Nokia equipment. This involves defining, isolating and reproducing system problems. All calls to Nokia CTAC are logged and tracked. Infinity will quote CTAC prices upon Customer’s request. 9.6 Nokia and Infinity offer the Customer the resources of fully staffed Technical Training Centers to provide initial and ongoing Product training. Skilled, qualified instructors offer hands-on experience in the use of every Nokia Product group that goes beyond textbook learning. This service is available only for an additional charge. Infinity will quote training prices upon Customer’s request. 10. General 10.1 Infinity will not be obligated to perform any addition, deletion, or change to the scope of work that has a cost impact unless the addition, deletion or change has been documented in a writing and signed by Infinity and the customer. 10.2 Infinity and the customer will document any delays or lost time due to lack of coordination between the customer and its contractors, other interfacing companies, or facilities that impair Infinity’s efforts as soon as the delays or lost time occur or are anticipated to occur. Infinity will take reasonable efforts to minimize the impact of the delays and lost time to the overall project schedule. 10.3 All service pricing is based on a continuous work effort. 10.4 Infinity’s quote anticipates the use of industry standard materials and performance of the work during normal Infinity business hours, which are between 8:00 AM and 5:00 PM at the job site on Infinity's standard business days. Business days consist of nine hours per day, Monday through Friday excluding all Infinity observed holidays. 10.5 Infinity is not responsible for the condition of the customer's existing equipment or the deficiencies of non-Infinity work related items. If the project requires equipment and services in addition to the equipment and services provided by Infinity, then the customer bears the sole responsibility of acquiring that equipment and those services. 10.6 The Infinity proposal to the customer in support of this project includes the equipment and services discussed in this document. The services outlined under this scope of work are what has been assumed in order to provide the customer a price in accordance with generally accepted industry standards. Infinity and the customer will undertake the responsibilities assigned to them, respectively, in this scope of work. Infinity Technology Solutions Confidential 020624-MCA Rev. 3/2022 1 Solicitation Number: RFP #020624 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Mobile Communications America, Inc., 135 North Church Street, Suite 310, Spartanburg, SC 29306 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Private Wireless Services with Related Solutions from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires May 3, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 020624-MCA Rev. 3/2022 2 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. 020624-MCA Rev. 3/2022 3 A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within 10 business days at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products within 10 business days after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: 020624-MCA Rev. 3/2022 4 Identify the applicable Sourcewell contract number; Clearly specify the requested change; Provide sufficient detail to justify the requested change; Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and 020624-MCA Rev. 3/2022 5 Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 020624-MCA Rev. 3/2022 6 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: Maintenance and management of this Contract; Timely response to all Sourcewell and Participating Entity inquiries; and Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: Participating Entity Name (e.g., City of Staples Highway Department); Participating Entity Physical Street Address; Participating Entity City; Participating Entity State/Province; Participating Entity Zip/Postal Code; Participating Entity Contact Name; Participating Entity Contact Email Address; Participating Entity Contact Telephone Number; Sourcewell Assigned Entity/Participating Entity Number; Item Purchased Description; Item Purchased Price; Sourcewell Administrative Fee Applied; and Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and 020624-MCA Rev. 3/2022 7 Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. 020624-MCA Rev. 3/2022 8 C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1.Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and 020624-MCA Rev. 3/2022 9 promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell. 2.Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 020624-MCA Rev. 3/2022 10 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. 020624-MCA Rev. 3/2022 11 The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: Exercise any remedy provided by law or equity, or Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 020624-MCA Rev. 3/2022 12 no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4.Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier’s professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 – annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. 020624-MCA Rev. 3/2022 13 Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. 020624-MCA Rev. 3/2022 14 Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with 020624-MCA Rev. 3/2022 15 the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 020624-MCA Rev. 3/2022 16 Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and 020624-MCA Rev. 3/2022 17 records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. 020624-MCA Rev. 3/2022 18 R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Mobile Communications America, Inc. By: __________________________ By: __________________________ Jeremy Schwartz Dave Walton Title: Chief Procurement Officer Title: President Date: ________________________ Date: ________________________ Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. 110 Design and Installation Services: Yes No Yes, 3GPP and CBRS compliant, using Certified Professional Installers (CPI) as required by FCC regulations. 111 RF Design Yes No We use iBWave and have many full-time engineers certified and using it daily. * 112 System Design Yes No We use industry standard best practices for system design.* 113 Radio Installation Yes No We install to Motorola R56 standards.* 114 Core Installation Yes No Applies to the edge-core appliance for an optional private network layer to address operational use cases (IOT, video surveillance, push-to-talk, mobility, automation, etc). The neutral host service is handled by a fully cloud- based MOCN gateway. * 115 System integration and testing Yes No For neutral host, all required carrier testing is performed. For private network layer, full integration and testing of agreed-upon use cases would be included. * 116 Application integration support Yes No For private network layer, full integration and testing of agreed-upon applications would be included. * 11 Network slicing Yes No For private network layer on future 5G-NR, network slicing would be available. * 118 Operations, Maintenance and Administrative Services: Yes No Yes, 3GPP, MNO and CBRS compliant. 119 Spectrum Access System Yes No Yes, 3GPP and CBRS compliant. 120 Network monitoring Yes No Yes, 3GPP, MNO and CBRS compliant. Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. Bid Number: RFP 020624 Vendor Name: Mobile Communications America, Inc. ☐ ☐ ☐ ☐ ☐ CONTRACT AMENDMENT PRICE AND PRODUCT CHANGE REQUEST FORM Supplier Name: _Mobile Communi_cations America Sourcewell Contract Number: 020624-MCA (Contract) Instructions A request for product or service changes, additions, or deletions to the Contract will be considered at any time throughout the Contract term. All modifications must be within the scope of the original RFP and be in the best interests of Sourcewell and Sourcewell Participating Entities. If approved, the request will be incorporated into the above- referenced contract; however, no changes will be binding unless the request is approved by the Manager of Supplier Development and this request is signed by Sourcewell’s Chief Procurement Officer. Additions: New products and related services may be added to the contract if they are within the scope of the original RFP. Deletions: Products and related services may be deleted from the contract if they are no longer available. Price increases: Price increase requests must provide sufficient justification for the change (e.g., recently imposed tariffs or significant petroleum cost increases), not merely generalized statements requesting the increase. Price decreases: Price decreases are accepted at any time. Submit this request to the assigned Sourcewell Supplier Development Administrator. ______________________________________________________________________________________________ Request Check all that apply ✔ Adding Products/Services Deleting Products/Services Price Increase Price Decrease Other Detailed Justification for Changes 1. Changed Product List List the products and/or services that are changing from the previous contract price list, along with the percentage change for each item or category. Attach a separate sheet if a large number of changes are included in this request. Adding the Nokia product family featuring cellular/wifi radios and base band units (AirScale), switching and routing platforms (SAR), fronthaul/backhaul (Wavence), and related network management systems. Adding the Druid Software Raemis Private 5G Core solution. The discount is consistent with the current pricing at 15% off list. 1 DocuSign Envelope ID: EF0C4EAA-8650-43BE-9A00-41CD7ADF0B23 2. Justification for Changes Provide justification and documentation explaining the requested changes (e.g., add a product because of technology advances in new model of equipment, increased raw material costs, add a Hot List of products). Include the percentage range of increase. This is a product addition only with no change in discounts. Sourcewell members will benefit from this change as it expands the MCA private wireless offer beyond the Neutral Host as a Service to private wireless systems that are strictly for internal operations. 3. Product additions only Describe how the product additions fit within the scope of the original RFP. The Nokia product family creates an end-to-end, private wireless network. The Druid Private 5G core software acts as a central controller to operate a private wireless system. 4. Price changes or product/service additions only State how the requested pricing is consistent with current Sourcewell contract pricing. The 15% discount is consistent with current pricing for other products on the MCA contract. Complete Restatement of Pricing Submitted I understand that a complete restatement of pricing must be attached with this request or it will not be processed. Approvals Supplier Offer: This Price and Product Change Request has been submitted for review to be considered as an amendment to the above referenced Contract. By: 6/20/2024 Supplier Authorized Signature Date Dave Walton, President _ Print Name and Title of Authorized Signer Sourcewell Acceptance: Sourcewell accepts Supplier’s offer in this Price and Product Change Request. By Sourcewell’s signature below, this document becomes an amendment to the above referenced Contract and incorporates all referenced attachments into this Amendment. By: Jeremy Schwartz Sourcewell Chief Procurement Officer Date 2 DocuSign Envelope ID: EF0C4EAA-8650-43BE-9A00-41CD7ADF0B23 6/27/2024 | 9:09 AM CDT Private Wireless NHaaS Pricing MCA Unit List Sourcewell Unit Price (15% Discount) MCA Coverage Unit $ Bundled unit cost for initial setup that includes: - Radio Nodes (ceiling mounted) - POE++ Switches (rack mounted) - PTP Timing Units (roof mounted) - Software Licensing - Engineering (coverage design and network routing services) - Installation of Switches, Radios and Cabling MCA Service Unit $ MCA-InfiniG annual neutral host service unit cost that includes: - One (1) year of service - Annual support and maintenance for on- premise neutral-host equipment (8x5 M-F, Tier 2/3 Remote Support) - Standard monitoring and technical support - Spectrum access and MNO connectivity (AT&T and T-Mobile approved; Verizon ready*) Private Wireless Networks Pricing Nokia Private Wireless Related Equipment & Software - AirScale Radios/BBU's (4G/5G) - Wavence Microwave Backhaul/Fronthaul - IP/MPLS Routers - Network Management Platforms - Software Licensing 18,750 1,563 $ $ 15% off list 15,938 1,328 Druid Software (Raemis Private 5G Core) 15% off list NHaaS Price Notes: Private Wireless Networks Price Notes: - Minimum five (5) year commitment - Final unit quantities per building depend on building construction, geometry and user capacity requirements. - Final design and building pricing will be determined by MCA. - Onsite support negotiated on a per project basis. - NHaaS works with AT&T and TMobile devices that are CBRS compatible. No changes are required on the end user device. * NHaaS solution was tested and certified by InfiniG with Verizon at Meta (Facebook) but is not yet generally approved by Verizon for new locations. - Services and support quoted and discounted on a per project basis. - Ancillary materials (eg, antennas, mounts, etc) for installation quoted and discounted on a per project basis. - Discounts subject to change based upon manufacturer pricebook changes. NHaaS Pricing examples by building density: 100k Sq Ft Bldg Coverage Units One-time Cost Service Units Annual Cost Building density enabling 4100 sq ft coverage per radio 12 $ 191,250 40 $ 53,125 150k Sq Ft Bldg Coverage Units One-time Cost Service Units Annual Cost Building density enabling 8300 sq ft coverage per radio 10 $ 159,375 18 $ 23,906 DocuSign Envelope ID: EF0C4EAA-8650-43BE-9A00-41CD7ADF0B23 Manufacturer Certification Form Technology Bid 25-04-0222 This form is to be completed for all manufacturers in which your company is bidding. Vendor (Bidder): Mobile Communications America, Inc PLEASE NOTE: This certification form must be executed by an authorized employee of the manufacturer ONLY. Dealers/Representatives are not authorized to, execute this certification form on behalf of the manufacturer. The manufacturer must execute this certification form even if they are offering their own products. Failure to submit this certification form with your response as required shall result in the disqualification of the response. The section below is to be completed by the manufacturer representative. This is to certify that the above vendor/bidder is the manufacturer and/or a manufacturer's authorized dealer for the following manufacturer in the State of North Carolina. Manufacturer Name: Nokia Address: 3201 Olympus Blvd City, State, Zip: Dallas, Texas, 75019 Contact Information of Representative: Office Phone:-----------Mobile Phone: 972 266 1303 . alexander.van overveld@nokia.com E-ma,1: - Signature of Manufacturer Representative: Alexander van Overveld ;::, Head of Partner Sales Title: 02-20-2024 Printed Name of Manufacturer Representative: Date: Note: Signatures must be physical or timestamped. DocuSign Envelope ID: EF0C4EAA-8650-43BE-9A00-41CD7ADF0B23 ____________ Manufacturer Certification Form Private Wireless Solution At Minneapolis-St. Paul Airport This form is to be completed for all manufacturers in which your company is bidding. Vendor (Bidder): Mobile Communications America, Inc PLEASE NOTE: This certification form must be executed by an authorized employee of the manufacturer ONLY. Dealers/Representatives are not authorized to execute this certification form on behalf of the manufacturer. The manufacturer must execute this certification form even if they are offering their own products. Failure to submit this certification form with your response as required shall result in the disqualification of the response. The section below is to be completed by the manufacturer representative. This is to certify that the above vendor/bidder is the manufacturer and/or a manufacturer’s authorized dealer for the following manufacturer in the State of Minnesota. Manufacturer Name: Druid Software Address: 2nd Floor, Block D, Bray Civic Centre City, State, Zip: Bray, County Wicklow, Ireland Contact Information of Representative: Office Phone: _+353 1 201 4752 Mobile Phone: +1 (949) 235 -0993 E-mail: agreig@druidsoftware.com Signature of Manufacturer Representative: Title: _President, N.A. 18-Jun-2024 Printed Name of Manufacturer Representative: Date: Andrew Greig Note: Signatures must be physical or timestamped. DocuSign Envelope ID: EF0C4EAA-8650-43BE-9A00-41CD7ADF0B23 Certificate Of Completion Envelope Id: 6F5BFB19-CFE5-4910-9B6E-2B493DFC85CC Status: Completed Subject: Mobile Communications America (Nokia)| Pitkin County Contract 072.25 for Review and Signature Source Envelope: Document Pages: 62 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 1 Pitkin County Procurement AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 530 East Main Street Suite 203 Aspen, CO 81611 Procurement@PitkinCounty.com IP Address: 65.38.144.66 Record Tracking Status: Original 5/15/2025 1:03:32 PM Holder: Pitkin County Procurement Procurement@PitkinCounty.com Location: DocuSign Signer Events Signature Timestamp Connie Baker connie.baker@pitkincounty.com Budget Director Pitkin County Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 65.38.144.66 Sent: 5/15/2025 1:07:01 PM Viewed: 5/15/2025 1:52:57 PM Signed: 5/15/2025 1:54:14 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Jeff Krueger jeff.krueger@pitkincounty.com Telecommunications Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 98.245.84.4 Sent: 5/15/2025 1:54:18 PM Viewed: 5/15/2025 2:23:26 PM Signed: 5/15/2025 2:24:53 PM Electronic Record and Signature Disclosure: Accepted: 5/15/2025 2:23:26 PM ID: 63b1e277-e90a-40a0-9498-1281270b124f Company Name: Pitkin County, Colorado Rich Englehart rich.englehart@pitkincounty.com Deputy County Manager Pitkin County Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.103.36.129 Sent: 5/16/2025 2:35:16 PM Viewed: 5/19/2025 8:40:11 AM Signed: 5/19/2025 8:40:27 AM 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 Jon Peacock jon.peacock@pitkincounty.com Rich Englehart rich.englehart@pitkincounty.com Kara Silbernagel kara.silbernagel@pitkincounty.com Deputy County Manager Pitkin County Colorado Signing Group: County Manager Group Security Level: Email, Account Authentication (None) Sent: 5/16/2025 2:35:20 PM Viewed: 5/19/2025 4:40:50 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Pitkin County Procurement procurement@pitkincounty.com Procurement Specialist Pitkin County Security Level: Email, Account Authentication (None) Sent: 5/19/2025 8:40:31 AM Resent: 5/19/2025 8:40:40 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Accounts Payable AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email, Account Authentication (None) Sent: 5/19/2025 8:40:31 AM Viewed: 5/19/2025 8:45:53 AM 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 5/15/2025 1:07:01 PM Certified Delivered Security Checked 5/19/2025 8:40:11 AM Signing Complete Security Checked 5/19/2025 8:40:27 AM Completed Security Checked 5/19/2025 8:40:31 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. 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