VENDOR SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
T-MOBILE USA, INC.
This Vendor Services Agreement (“Agreement”) is made and entered into as of October 15, 2025 (“Effective Date”), by and between the City of San Bernardino (a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401) (“City”), and T-Mobile USA, Inc. (a Delaware Corporation with its principal place of business at 12920 SE 38th Street, Bellevue, Washington 98006) (“Contractor”). City and Contractor are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties”.
RECITALS
A. Contractor and State of Utah entered into a Cooperative Contract #MA176 for National Association of State Procurement Officials value point wireless data, voice, and accessories dated July 1, 2019 (which was amended on February 12, 2024 , by Amendment #9 to extend the contract’s expiration date to August 11, 2029) (“NASPO Agreement”), located at Portfolio Contractor - NASPO ValuePoint (including any future amendments); and
B. Contractor and the State of Cali fornia Department of Technology entered into a Participating A ddendum #PA-2022-WDV-TMUS dated January 26, 2022 (“State Agreement”), located at Portfolio Contractor - NASPO ValuePoint (including any future amendments); authorizing the State to participate in the NASPO Agreement; and
C. City is a public agency of the State of California and is in need of wireless data, voice, and related accessory services (“Project”); and D. Contractor is duly licensed and has the necessary qualifications to provide such services pursuant to the Project; and
E. The Parties desire by this Agreement to authorize the City to participate in the State Agreement, and establish the terms for City to retain Contractor to provide the services described herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
1. Incorporation of Recitals. The recitals above are true and correct , and are hereby incorporated herein by this reference.
2. Services. Contractor shall provide the City with the services and/or products described in the NASPO Agreement. These services shall be procured under Docusign Envelope ID: 43EBDE44-1C2B-417F-A35D-32DEAF344A36
the pricing and general terms established in the NASPO Agreement and State Agreement; provided however that the terms and conditions of this Agreement, State Agreement, or NASPO Agreement will not be modified or superseded by any terms and conditions in a C ity-generated purchase order. Purchase orders will have no force or effect other than to denote the quantity, products , or services purchased ; delivery destinations; requested delivery dates ; and any other information required by this Agreement, State Agreement, or NASPO Agreement.
3. Vendor Practices. All vendor services to be provided by Contractor pursuant to this Agreement shall be provided by personnel in a manner consistent with the NASPO Agreement and State Agreement . Contractor represents that Contractor is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Contractor’s performance of this Agreement.
4. Compensation
a. Subject to paragraph 4b below, the City shall pay for such services in accordance with the NASPO Agreement, State Agreement , and any order submitted by City and accepted by Contractor. Subject to Section 2 above, City’s initial order under this Agreement will be in accordance with Contractor’s Quote dated February 18, 2025, attached hereto as Exhibit A and incorporated by reference.
b. In no event shall the total amount paid for services rendered by Contractor under this Agreement exceed the sum of $1,696,728.00 dollars, and the payment of such services will be in accordance with Section 16 (Payment) of the NASPO Agreement and Section 11 ( Invoicing) to Appendix A of the State Agreement. The Parties may amend this Agreement from time to time pursuant to Section 30 below for the purpose of accommodating additional purchases hereunder.
5. Additional Work and Adjustments. Additional work and adjustments will be in accordance with Section 52 (Charges) to Appendix A-1 of the State Agreement.
6. Term. This Agreement shall commence on the Effective Date and shall be coterminous with the term of the State Agreement (“Term”). In the event the NASPO Agreement or State Agreement is terminated or expires, this Agreement shall terminate as of the date of such termination or expiration of the NASPO Agreement or State Agreement.
7. Maintenance of Records; Audits. Maintenance of records and audits will be in accordance with Section 37 (Examination and Audit) to Appendix A -1 of the State Agreement.
8. Time of Performance. Contractor shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the Docusign Envelope ID: 43EBDE44-1C2B-417F-A35D-32DEAF344A36
City to proceed. Contractor shall complete the services required hereunder within Term, except as otherwise required by the NASPO Agreement or State Agreement.
9. Delays in Performance . Delays in performance will be in accordance with Section 14 (Activations/Terminations/Suspensions and Account Changes) to Appendix A and Section 20 (Termination for Default) to Appendix A-1 of the State Agreement.
10. Compliance with Law. If required for Contractor’s provision of services, each Party shall reasonably assist the other (as reasonably requested) in obtaining and maintaining all permits required of Contractor by Federal, state , and local regulatory agencies.
11. Standard of Care . Contractor’s services will be performed in accordance with generally accepted practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the industry currently practicing under similar conditions. Contractor’s performance shall conform in all material respects to the requirements of the scope of services provided under the NASPO Agreement and State Agreement.
12. City Business Certificate . Contractor shall (prior to execution of this Agreement) obtain and maintain du ring the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Contractor to practice his/her profession, skill, or business.
13. Assignment and Subconsultant . Contractor shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City (which may not be unreasonably withheld). Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Nothing contained herein shall prevent Contractor from employing independent associates and subconsultants as Contractor may deem appropriate to assist in the performance of services hereunder.
14. Insurance. Contractor shall not commence work for the City until it has , upon City’s written request, provided evidence satisfactory to the City it has secured all insurance required under this section ; and such insurance will be in accordance with Section 20 (Insurance) of the NASPO Agreement and Section 18 (Insurance) to Appendix A-1 of the State Agreement. Contractor’s use of subcontractors will be in accordance with Section 60 (Subcontractors) to Appendix A-1 of the State Agreement.
a. Additional Insured. The City (its officials, officers, employees, agents, and volunteers ) shall be included as additional insureds on Contractor’s General Commercial Liability policies.
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15. Indemnification. Indemnification will be in accordance with Section 32 (Indemnification) of the NASPO Agreement, and Section 22 (Limitation of Liability) and Section 27 (Indemnification) to Appendix A-1 of the State Agreement.
16. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or Federal court situated in the County of San Bernardino, State of California.
17. Termination. Termination will be in accordance Section 19 (Termination for Convenience) and Section 20 ( Termination for Default ) to Appendix A-1 of the State Agreement.
18. Responsibility for Errors . Contractor shall be responsible for its work and results under this Agreement. Contractor (when requested ) shall furnish commercially reasonable clarification and/or explanation as may be required by the City’s representative regarding any services rendered under this Agreement at no additional cost to City (subject to applicable law and/or Contractor’s confidentiality requirements). In the event that an error or wrongful omission attributable solely to Contractor’s services occurs, Contractor shall (at no cost to City) provide all other services in accordance with the NASPO Agreement and State Agreement necessary to rectify and correct the matter to the reasonable satisfaction of the City ; and will exercise commercially reasonable efforts to participate in any meeting required with regard to the correction.
19. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement , and in the performance of its obligations hereunder except as expressly provided herein.
20. Limitation of Agreement. This Agreement is limited to and includes only the work included in Exhibit A.
21. Equal Opportunity Employment . Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age , or other interests protected by the State or Federal Constitutions. Such non -discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
22. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of a ny provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence o r event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
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23. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:
CITY:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: Acting City Manager
With Copy To:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONTRACTOR:
T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Attn: David Bezzant
Vice President, T-Mobile for Government
With Copy To:
Legal Department – Sales and
Distribution
T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
24. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the Parties.
25. Entire Agreement ; Order of Precedence . This Agreement, including the Exhibits, represents the entire understanding of the Parties as to those matters contained herein; and supersedes and cancels any prior or contemporaneous oral or written understanding, promises , or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein ; and that any other agreements shall be void. This is an integrated Agreement. In the event of a conflict b etween the terms and conditions of this Agreement, State Agreement, and NASPO Agreement, the following order of precedence will apply: (a) this Agreement; (b) the State Agreement; and (c) the NASPO Agreement.
26. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof o r of the offending provision in any other circumstance ; and the remaining provisions of this Agreement shall remain in full force and effect.
27. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, admi nistrators, and assigns of each Party to this Agreement.
28. Time of Essence . Time is of the essence for each and every provision of this Agreement.
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29. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof; and shall not in any way affect the meaning or interpretation of this Agreement.
30. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. This section is not in any way intended to restrict or otherwise modify Contractor’s rights to amend the NASPO Agreement or State Agreement in accordance with their terms.
31. City’s Right to Employ Other Consultants . City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.
33. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.
34. Electronic Signatures . Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE
FOR
VENDOR SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
T-MOBILE USA, INC.
IN WITNESS WHEREOF , the Parties have executed this Agreement as of the Effective Date.
CITY OF SAN BERNARDINO
APPROVED BY:
Eric Levitt
City Manager
ATTESTED BY:
Telicia Lopez, CMC
Acting City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
T-MOBILE USA, INC.
APPROVED BY:
David Bezzant
Vice President – T-Mobile for Government
APPROVED AS TO FORM:
_____________________________
T-Mobile USA, Inc.
Legal Representative
CLM 3549315
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EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE OF CHARGES
1. SCOPE OF SERVICES
Contractor, T-Mobile USA, Inc., shall provide the following services to the City under this Agreement:
1.1 Wireless Data and Voice Services
• Provide cellular data and voice plans for mobile devices, including smartphones, tablets, and hotspots.
• Plans shall include options for unlimited talk, text, and data as selected by the City.
1.2 Accessories
• Provide wireless accessories, including but not limited to chargers, cases, and other device-related products as requested by the City.
1.3 Device Procurement and Activation
• Supply mobile devices such as smartphones, tablets, and hotspots. • Activate devices upon request and ensure compatibility with the City’s selected plans.
1.4 Account Management
• Assign a dedicated account manager to oversee the City’s account, assist with billing inquiries, and resolve service issues.
1.5 Reporting
• Provide detailed usage and billing reports upon request. • Comply with reporting obligations under the NASPO MA#176 and California Participating Addendum.
1.6 Support Services
• Offer 24/7 customer support for technical and billing issues. • Provide replacement devices for defective or damaged units in a timely manner.
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2. SCHEDULE OF CHARGES
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