1 (Final Template v061723) - Amendment to EmpowerEd 2.0 Agreement CLM 2495497 legal draft 011224_akl
AMENDMENT TO T-MOBILE FOR EDUCATION EMPOWERED AGREEMENT (WITH DEVICE SUBSIDY) This Amendment (“Amendment”), which will be effective as of the date the second Party signs this Amendment below (the “Amendment Effective Date”), is made by and between T-Mobile USA, Inc., a Delaware corporation (“T-Mobile” or “Contractor”) and City of Gonzales, CA, a California municipality, with its principal place of business at 147 Fourth Street, Gonzales, CA 93926 (“Customer”). Customer and T-Mobile are referred to herein individually as a “Party” and collectively as the “Parties.”
R E C I T A L S
A. Customer and T-Mobile are Parties to that certain T-Mobile for Education EmpowerED Agreement (with Device Subsidy) dated June 10, 2022 (T-Mobile CLM #1375991) (the “Original Agreement”).
B. Customer and T-Mobile are Parties to the following previous amendment(s) to the Agreement (the “Previous Amendments”):
There are no Previous Amendments to the Original Agreement.
C. The Parties desire to amend the Original Agreement as described in this Amendment.
In consideration of the mutual covenants in this Amendment, the Parties amend the Original Agreement as follows:
1. The Parties agree that the Service Period for the Original Agreement represents the Service Period for:
450 of the 1,745 lines of Service. Customer is now reducing its number of active lines of Service beginning January 1, 2024 and ending June 30, 2024.
2. Notwithstanding the foregoing, neither the Term nor any Service Period for a line of Service under the Original Agreement may or will extend beyond June 30, 2024 under this Amendment.
3. The Parties acknowledge and agree that within Section 4 (Total Order) of the Agreement, the “Total Customer Commitment” is hereby amended to reflect the Total Service Charge for the Service Period beginning January 1, 2024 through June 30, 2024 (and still is calculated based on the applicable Rate Plan price (including any applicable credits) under the Original Agreement).
4. As a result of this Amendment, Section 4 (Total Order) is deleted and replaced in its entirety with a new Section 4 (Total Order) as follows:
“Total Order. Customer agrees to order the following lines of Service and, if applicable, Devices. Amounts below do not include any applicable taxes and surcharges:
Total # of
Lines of
Service 1
Rate Plan Service
Period
Length
Total Service
Charge for
Service
Period
Pre
Subsidy
Cost per
Device
Total
Pre-Subsidy
Cost of
Devices2
Total Subsidy
Amount to
Customer under
TMobile
EmpowerED
Program (Subsidy
from Section 3 x
# of Lines)3
Total Customer
Commitment
for Service and
Device for
Service Period4
450 $15.17
SOC:
GEEDMI15
6 months
January 1, 2024
– June 30, 2024
$40,959 $90 $157,050
(1,745 Devices
under Original
Agreement)
$157,050
(1,745 Devices
under Original
Agreement)
$40, 959 (minus
a one-time credit
of $1,696.50) =
Total Service
Commitment of
$39,262.50
2 (Final Template v061723) - Amendment to EmpowerEd 2.0 Agreement CLM 2495497 legal draft 011224_akl
1 As of January 1, 2024, Customer is reducing its “Total # of Lines of Service” from 1,745 lines activated on/around October 1, 2019 on billing account numbers #967822590 and #967822032 to 450 lines of Service. 2Customer and T-Mobile acknowledge that Customer purchased/received 1,745 Devices under the Original Agreement. No replacement Devices are being provided to Customer under this Amendment. 3T-Mobile is waiving the clawback repayment amount of the Device Discount/Subsidy for those lines of Service terminated (1,295 lines of Service) prior to the end of the applicable Service Period set forth in the Original Agreement. 4“Total Customer Commitment for Service and Device for Service Period” is equal to (i) the “Total Service Charge for Term,” plus (ii) the “Total Pre-Discount/Subsidy Cost of Device,” minus (iii) the “Total Subsidy Amount to Customer under T-Mobile EmpowerED Program.” T-Mobile will issue Customer a one-time credit of $1,696.50 (450 lines of Service x $3.77 per line of Service) within a reasonable amount of time after the end of the Service Period.”
5. Unless otherwise defined herein, capitalized terms used in this Amendment will have the meaning given to them in the Agreement.
6. Except as contained in this Amendment, all terms and conditions of the Original Agreement will remain in full force and effect.
7. In the event of any inconsistency between the Original Agreement and the terms of this Amendment, the terms of this Amendment will control.
The Parties have caused this Amendment to be executed by their duly authorized representatives effective as of the Amendment Effective Date.
Customer: City of Gonzales Contractor: T-Mobile USA, Inc.
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
Legal Approved by:
________________________________
T-Mobile USA, Inc.