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Western States Contracting

Alliance

Wireless Voice Service, Wireless Broadband

Service, Accessories and

Equipment

RFP #1907

TECHNICAL PROPOSAL

April 4, 2011

Tab I Title Page A. Part I A– Technical Proposal for: “Wireless Voice Service, Wireless Broadband Service,

Accessories and Equipment”

B. Band of Service: Wireless Voice Service, Wireless Broadband Service, and Accessories and Equipment (Separate Tabs for Each Band per Amendment 2, Question #34)

C. RFP No: 1907

D. Sprint Solutions, Inc. 12502 Sunrise Valley Drive Reston, VA 20196

E. Proposal Opening Date: March 28, 2011 April 4, 2011

F. Proposal Opening Time: 2:00 PM

12502 Sunrise Valley Drive Reston, VA 20196

March 29, 2011 Teri Smith State of Nevada, Purchasing Division 515 E. Musser Street, Suite 300 Carson City, NV 89701

Dear Ms. Smith: Sprint Solutions, Inc. (“Sprint”) has reviewed the State of Nevada Purchasing Division’s Request for Proposals (“RFP”) for Wireless Voice Service, Wireless Broadband Service, Accessories and Equipment. We understand that the State of Nevada is acting as the lead state for the Western States Contracting Alliance (“WSCA”). We have a long standing relationship with WSCA and a proven track record of providing services to your members nationwide. Sprint is eager to continue to build on our long-standing partnership and have provided this document in response to your need for Wireless Voice Service (Band 1), Wireless Broadband Service (Band 2), and Accessories and Equipment (Band 3). Separate Tabs for each Band are included in this proposal per Amendment 2, Question #34.

By selecting Sprint, it will enable your WSCA members to benefit from a committed provider for voice, wireless and Internet services that offers a package of tailored solutions and innovations such as 4G service. Sprint has a strong history of providing services to the public sector. We will continually work to improve the degree of coverage, provide the highest caliber of service, and support newly emerging data and technologies to present cost advantages and deliver better value to WSCA members.

The foundation of a Sprint wireless program is a powerful combination of the Nextel National Network and the all-digital Nationwide Sprint Network, through which we offer a portfolio of superior high-speed wireless solutions that provides a robust, scalable broadband infrastructure that enhances connectivity, communication, interactivity and collaboration for the public sector.

Our innovative wireless solutions help public sector agencies to increase flexibility, collaboration and productivity and enable them to provide economic and social growth potential for their communities.

♦ State and Local Government Agencies – Improve public services and fiscal accountability with accurate mobile data capture by utilizing the latest mobile technology to maintain local infrastructure for constituents while balancing budgets

♦ Continuity of Government - Utilize the latest in mobile technology to resume business after a disruptive event

♦ Law Enforcement/Emergency Response – Heighten emergency readiness, safety and security with the ability to easily capture, access, and compare relevant data to make fast, informed decisions in time of crisis

Sprint offers a robust suite of wireless productivity-enhancing technologies, such as wireless voice, Mobile Broadband, E-mail/PIM, Mobile Business Applications and IP Convergence to empower WSCA members to work securely and quickly from any location. WSCA members will continue to benefit from comprehensive communication services through Sprint, leveraging our integrated wireless platforms and applications.

Our current 3G network, which is launched in 99% of our network areas, coupled with the launching 4G network will provide WSCA members with superior connection speeds. Sprint 4G Services promises to bring faster speeds (up to five times faster than current 3G wireless devices) and greater mobile Internet convenience to customers. It will enable a completely new range of devices,

applications and uses for our customers. What this means is new interactive communications, high-speed Internet browsing, social networking tools, local and location-centric services and multimedia services including music, video, mobile TV and on-demand products through the Internet.

Please contact your Client Executive, Gray Sigler at 775.450.2916 or via e-mail at [email protected] if you have any questions. Sprint welcomes the opportunity to provide additional information to WSCA regarding the products and services discussed within this document.

Sincerely,

Paget Alves President, Business Markets Group Sprint Solutions, Inc.

Western States Contracting Alliance

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Tab II Table of Contents

Table of Contents

TAB I TITLE PAGE ................................................................................................ I TAB II TABLE OF CONTENTS ................................................................................... I TAB III VENDOR INFORMATION SHEET ..................................................................... 1 TAB IV STATE DOCUMENTS .................................................................................... 2 TAB V ATTACHMENT B-1 ...................................................................................... 4 TAB VI SECTION 3 SCOPE OF WORK ..................................................................... 39

3.1 GENERAL REQUIREMENTS ......................................................................................... 39 3.2 ADMINISTRATION OF CONTRACT(S) ............................................................................ 40 3.3 REPORTING ............................................................................................................... 42 3.4 CONTRACT MANAGEMENT .......................................................................................... 48 3.5 VOICE SERVICES AND SUPPORT (BAND 1) .................................................................. 51 3.6 BROADBAND SUPPORT SERVICES (BAND 2) ................................................................ 77 3.7 ACCESSORIES/EQUIPMENT/DEVICES (BAND 3) ........................................................... 99

TAB VII SECTION 4 COMPANY BACKGROUND AND REFERENCES ........................... 107 4.1 VENDOR INFORMATION ............................................................................................ 107 4.2 SUBCONTRACTOR INFORMATION .............................................................................. 112 4.3 BUSINESS REFERENCES .......................................................................................... 112 4.4 VENDOR STAFF RESUMES ....................................................................................... 116

TAB VIII OTHER INFORMATIONAL MATERIAL .......................................................... 118 COVERAGE MAPS............................................................................................................... 118 CNS .................................................................................................................................. 119 ERT .................................................................................................................................. 125 SPRINT RAPID DEPLOYMENT SOLUTIONS ............................................................................ 127 ENVIRONMENTAL RESPONSIBILITY ...................................................................................... 130 M2M EMBEDDED MOBILE COMPUTING SOLUTIONS ............................................................. 134 MOBILE LEARNING SOLUTIONS ........................................................................................... 140 SPRINT BIZ APP MARKETPLACE .......................................................................................... 143

APPENDIX I CONTRACTOR’S ADDITIONAL TERMS ................................................... 145


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Page 1

Tab III Vendor Information Sheet Sprint has provided the completed Vendor Information Sheet following this page.

Wireless Services, Accessories and Equipment RFP No. 1907 Page 2 of 52

VENDOR INFORMATION SHEET FOR RFP NO: 1907 Vendor Must:

A) Provide all requested information in the space provided next to each numbered question. The information provided in Sections V1 through V6 will be used for development of the contract;

B) Type or print responses; and C) Include this Vendor Information Sheet in Tab III, State Documents of the Technical Proposal.

V1 Firm Name Sprint Solutions, Inc.

V2 Street Address 12502 Sunrise Valley Drive

V3 City, State, ZIP Reston, VA 20196

V4 Telephone Number Area Code: Number: 775-450-2916 (Gray Sigler) Extension:

V5 Facsimile Number Area Code: Number: 704-732-6526 (Gray Sigler) Extension:

V6 Toll Free Number Area Code: Number: Extension:

V7

Contact Person for Questions / Contract Negotiations, including address if different than above

Name: Michaela Clairmonte Title: Manager, Contract Negotiations & Management Address: 12502 Sunrise Valley Dr., Reston, VA 20196 Email Address: [email protected]

V8 Telephone Number for Contact Person Area Code: 703 Number: 433-8581 Extension:

V9 Facsimile Number for Contact Person Area Code: 866 Number: 515-0932 Extension:

V10 Name of Individual Authorized to Bind the Organization

Name: Paget Alves Title: President, Business Markets Group

V11 Signature (Individual must be legally authorized to bind the vendor per NRS 333.337)

Signature: Date: March 30, 2011


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Tab IV State Documents The State documents tab must include the following:

A. The signature page from all amendments with an original signature by an individual authorized to bind the organization.

Sprint has read and understands. Sprint has provided signed amendments as requested above.

B. Attachment A – Confidentiality of Proposal and Certification of Indemnification with an original signature by an individual authorized to bind the organization.

Sprint has provided a signed copy of Attachment A at the end of Tab IV.

C. Attachment C1 – Vendor Certifications with an original signature by an individual authorized to bind the organization.

Sprint has provided a signed copy of Attachment C at the end of Tab IV.

D. A copy of vendor’s Certificate of Insurance identifying the coverages and minimum limits currently in effect.

Sprint has provided a copy of our Certificate of Liability Insurance and our Memorandum of Insurance at the end of Tab IV.

E. Copies of any vendor licensing agreements and/or hardware and software maintenance agreements, if applicable.

Sprint is licensed to provide wireless service in all 50 states, Puerto Rico and the U.S. Virgin Islands. Sprint holds numerous renewable licenses, with varying expiration dates, and intends to renew all its PCS licenses according to FCC rules and procedures. Sprint does not anticipate license expiration dates will affect services proposed. Sprint is willing to provide additional information regarding licenses if necessary.

F. Copies of applicable certifications and/or licenses.

Copies of these licenses can be obtained through the FCC’s website, http://wireless.fcc.gov/uls/index.htm?job=home. Sprint holds approximately 55,000 FCC licenses nationwide.

State of Nevada Brian Sandoval

Department of Administration Governor

Purchasing Division

515 E. Musser Street, Suite 300 Greg Smith

Carson City, NV 89701 Administrator

Amendment 1 RFP 1907 Page 1

SUBJECT: Amendment No. 1 to Request for Proposal No. 1907

DATE OF AMENDMENT: February 7, 2011

DATE OF RFP RELEASE: February 3, 2011

DATE AND TIME OF OPENING: March 28, 2011 @ 2:00 P.M.

AGENCY CONTACT: Teri Smith, Purchasing Officer

The following shall be a part of RFP No. 1907 for Wireless Voice Service, Wireless Broadband

Service, Accessories and Equipment (WSCA). If a vendor has already returned a proposal and

any of the information provided below changes that proposal, please submit the changes along

with this amendment. You need not re-submit an entire proposal prior to the opening date and

time.

The last paragraph of section 1.1 of RFP 1907 currently states:

The contract term will be for a four (4) year period beginning November 1, 2012 through

October 31, 2015, with the option to extend for an additional two (2) years beyond the initial

contract term at the discretion of the lead State or as determined in the best interest of the lead

State and WSCA, subject to mutual written acceptance. It is anticipated that this procurement

will result in multiple awards.

The paragraph shall be replaced in its entirety with the following:

The contract term will be for a four (4) year period beginning November 1, 2012 through

October 31, 2016, with the option to extend for an additional two (2) years beyond the initial

contract term at the discretion of the lead State or as determined in the best interest of the lead

State and WSCA, subject to mutual written acceptance. It is anticipated that this procurement

will result in multiple awards.

In section 8 of RFP 1907, RFP Timeline, the Deadline for submittal of Reference Questionnaires

is changed to the following: No later than 4:30 PM on March 25, 2011.

Please note that the deadline on the Reference Questionnaire is correct.

Amendment 1 RFP 1907 Page 2

This document must be submitted in the “State

Documents” section/tab of vendors’ technical proposal

ALL ELSE REMAINS THE SAME FOR RFP 1907.

Vendor shall sign and return this amendment with proposal submitted.

NAME OF VENDOR ___________________________________________________________

AUTHORIZED SIGNATURE ____________________________________________________

TITLE __________________________________ DATE _____________________________

RFP 1907 Amendment #1

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Sprint Solutions, Inc.

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Paget Alves, President, Business Markets Group

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March 30, 2011

Amendment 2 RFP 1907 Page 1 of 9

State of Nevada

Brian Sandoval Department of Administration Governor Purchasing Division 515 E. Musser Street, Suite 300 Greg Smith Carson City, NV 89701 Administrator

SUBJECT: Amendment No. 2 to Request for Proposal No. 1907

DATE OF AMENDMENT: March 22, 2011

DATE OF RFP RELEASE: February 3, 2011

DATE AND TIME OF OPENING: March 28, 2011 @ 2:00 p.m. April 4, 2011 @ 2:00 p.m.

AGENCY CONTACT: Teri Smith, Purchasing Officer The following shall be a part of RFP No. 1907 for Wireless Voice Service, Wireless Broadband Service, Accessories and Equipment (WSCA). If a vendor has already returned a proposal and any of the information provided below changes that proposal, please submit the changes along with this amendment. You need not re-submit an entire proposal prior to the opening date and time. The opening date and time will be extended until Monday, April 4, 2011 @ 2:00 P.M. (PST). The deadline for submittal of Reference Questionnaires will be extended until 4:30 P.M. Friday, April 1, 2011. The following definition shall be added to Section 2 of RFP 1907: Participating Entity shall be any Department, Division or Agency of the State of Nevada, participating NASPO/WSCA states, and authorized local entities. The following states’ unique Terms and Conditions shall be added to Attachment K of RFP 1907:

Utah Terms and Conditions.doc

Arizona Terms and Conditions.doc

Arizona Uniform Terms and Conditions

QUESTIONS AND ANSWERS: 1. What type of devices will the Wireless services be supporting? Smart Phones, Satellite

systems etc.

Wireless devices such as cell phones, notebooks, netbooks, etc. Satellite systems do not fall within the scope of this RFP.


2. Will carriers who only provide service in only a single state be considered for potential contract award? I represent a company based in Alaska. We provide telecommunications services, including wireless voice and wireless broadband, throughout the state of Alaska. We are potentially interested in the RFP no 1907 as the State of Alaska is a participating member of WSCA. If we are to submit a proposal, it would contain the limitation of Alaska only. No other WSCA member State would be able to purchase from us. The intention is to provide a competitive purchasing vehicle for those eligible agencies in Alaska only. Would this limitation disqualify us?

This limitation does not disqualify your company.

3. On the previous WSCA Agreement, pricing was defined as a percentage discount off standard retail rates. The current RFP and associated pricing worksheets do not include this type of pricing. Are vendors allowed to propose a percentage discount off standard retail rates?

Vendors can propose a percentage discount off standard retail rates, but must also provide pricing as requested.

4. Are vendors required to include exceptions to States Unique Terms & Conditions (Oregon & Montana, Attachment K) as part of our response or will these State Unique Terms and Condition be addressed between the awarded bidders and the individual States upon notification of award?

Vendors should include exceptions to those unique terms and conditions as a part of their proposal, clearly stating which state’s terms and conditions the exceptions apply to. These exceptions will not necessarily be considered during the evaluation process. Exceptions to a State’s unique terms and conditions will be addressed between the awarded vendor(s) and the individual participating entity.

5. Section 3.2.2 states that “All changes/reductions to current agreement pricing shall be

formalized by an Agreement Amendment…” To clarify, is this section requiring an amendment for all ongoing changes in rate plans, products and services that are regular adjustments and updates to a vendor’s portfolio? Or is the intent of Section 3.2.2 to formalize by written amendment changes in contractual language in the Master Agreement including, but not limited to, changes in the percentage discount offered on services, a change in the scope of products offered under the contract and/or introduction of new technologies with additional product terms.

The intent of this section is to formalize by written amendment changes in contractual language in the Master Agreement including, but not limited to: changes in the percentage discount offered on services; a change in the scope of products offered under the contract; and/or introduction of new technologies with additional product terms. When new technologies are introduced, the discount structure that applies to the new technology must be approved.

6. Existing statewide and local agency Participating Addendums (PA) under the existing WSCA Master Price Agreement #1523 expire on 10/31/2012. Is WSCA contemplating a transition period during which new Participating Addendums (or amendments to existing


Participating Addendums) can be executed under the new WSCA Master Agreement awarded as a result of RFP No. 1907?

The intent is to award new contracts as of October 31, 2011. This will allow for any awarded current vendors to transition existing customers to the new contract, and will also allow for any new vendors to begin executing Participating Addendums immediately, with all executions completed by October 31, 2012.

7. Are vendors permitted to submit their own W-9 form in lieu of the W-9 included in the

RFP, Attachment F?

Yes. In addition, when a participating entity executes a Participating Addendum, vendors may be required to register within that State and provide and additional W-9 for each Participating Addendum executed.

8. Regarding Section 4.3, are subcontractors required to submit business references?

Yes. Please see Section 4.2.1.3 of the RFP.

9. Will this Bid allow a vendor to submit a bid for replacement aftermarket batteries (Non-OEM) as the only line items bid?

Yes, as long as warranties meet the requirements of the RFP.

10. Section 1 Project Overview Section; Participation by 50 states is listed, but District of Columbia is not mentioned. Will District of Columbia be allowed to participate? Yes.

11. Section 3.2.3 Administrative Fee Payment Schedule and Attachment G. In this section the administrative fee is to be paid within 60 days after the end of the quarter, but in Schedule G the schedule for payment is the 15 day of the second calendar month after the end of the quarter. Please explain the difference.

Schedule G is correct. “Quarterly sales reports are sent by 15th day of second calendar month after end of calendar quarter (the same schedule outlined below for the admin fee checks)”). This schedule applies only to the WSCA administrative fee. Schedules for any administrative fees payable to any individual participating entities will be agreed upon by the awarded vendor and the participating entity.

12. Section 4.2.1.4 Subcontractor Information Appears that some words were deleted at the

end of this requirement. Please clarify and provide the requirement in its entirety.

Section 4.2.1.5 shall be added and shall read: Vendor must notify the participating entity of the intended use of any subcontractors not identified within their original proposal response and provide the information originally requested in the RFP in Section 4.2, Subcontractor Information. The vendor must receive participating entity approval prior to subcontractor commencing work.

13. 9.1.5 and 9.2.2.6 General Submission Requirements and Tab VI-Section 3-Scope of

Work. Please clarify that the vendor can submit responses in a different style/format of


their choosing than the RFP requirement. Section 9.1.5 basically states that this is acceptable; however, Section 9.2.6 states that responses are to be in bold/italics. Responses in bold/italics will be very difficult for the proposal reviewers and evaluators to read.

Vendor responses must be presented in a style/format that is easily distinguishable from RFP language. For consistency purposes, bold/italics is preferred. Exceptions/assumptions to this will be considered during the evaluation process.

14. Attachment B1 Certification of Compliance with T&C of RFP. If we have a few exceptions to we respond and we have noted those exceptions on this attachment would we respond that we comply with the terms & conditions in the RFP or that we do not comply with the terms & conditions of the RFP.

Vendor response must indicate non-compliance with the terms and conditions of the RFP and propose alternate language.

15. Attachment D WSCA MSA Contract Form. New Attachment D is more similar to the existing “Independent Contract for Services” than the existing Attachment DD. The vendors need a true, customer facing contract document that spells out the terms and conditions applicable to the relationship. This Attachment D appears to be Nevada-specific (again, much like last round’s Independent Contract). We believe that the existence of a set of terms and conditions that are Nevada-specific creates significant confusion that can be avoided by having Nevada sign its own, separate PA. That PA would incorporate the more broad terms and conditions, much like Attachment DD today. Please clarify.

The terms and conditions contained in Attachment D are not intended to be Nevada specific; however, the solicitation is required to be done under the lead state’s statutes, and therefore, Nevada Revised Statutes are cited. Nevada will sign a separate Participating Addendum once the contracts have been executed.

16. Section 2 Definitions. Certain definitions require some clarification. Under the existing contract, there is WSCA, Participants (entities that execute a PA), Participating Entities (entities that participate under a PA signed by a separate Participant), and End Users (the CRUs and IRUs, collectively, for a Participating Entity). Under the new RFP, you have defined Customer, State, Subscriber and User, but not all the terms referenced above. There is a certain amount of overlap between these various definitions and we believe it is important to clearly define these roles (for example “State” means Nevada “and any agency identified herein”. Does that mean Nevada agency or ANY agency? Can WSCA provide this clarification?

Definitions in this RFP are the only definitions to be considered. The definitions for Customer, State, Subscriber and User shall mean any department, division, agency of participating NASPO/WSCA states, authorized local entities, and authorized employees thereof, where applicable.

17. Sections 3.5.9 and 3.5.15 Detailed coverage maps. Will certain elements of our response,

particularly our detailed network maps and technology migration plans, be kept confidential?


If this information is considered a trade secret as defined by NRS §333.020(5)(a), it should be included in the vendor’s confidential technical response. Please see Section 9.3 of the RFP.

18. Section 3.6.15 Please clarify what is meant by “the ability to provide wireless data services for any equipment that has wireless voice capability.” Cell phones that are capable of sending and receiving data. On reconsideration, we will accept devices that can provide either (i.e. Netbooks with no voice; cell phones with no data) but this must be delineated when presented to participating entities.

19. Section 3.5.14 Please clarify what is meant by this section, particularly with respect to the clause “additional charges or fees”. Is WSCA expecting that trial programs be provided free of charge? Or are the vendors allowed to charge their standard, contractual charges as applicable?

WSCA is requesting a free trial period from vendors.

20. In regards to the E-Rate pricing that is requested in the proposal. What is the average E-Rate percentage that needs to be calculated across all sites that are comprised in the State of Nevada network?

This is unknown.

21. Which companies are the current providers of the State of Nevada voice, internet, cell phone and broadband services at this present time?

The State of Nevada participates on the current WSCA Wireless contracts with AT&T Mobility, Sprint Solutions, T-Mobile, and Verizon Wireless.

22. How many voices lines are comprised on the State of Nevada network ? What is the current delivery type of the voices services (POTS, PBX,Internet)?

This is unknown.

23. What is the estimated number (+or-) Wireless Broadband lines currently or anticipated for the State of Nevada network? Will this be the first implementation of wireless broadband for the State of Nevada network?

This is unknown.

24. What is the estimated number of State of Nevada employees in 2011? What is the current policy for providing cell phone to State of Nevada employees?

There are roughly 16,000 state employees in Nevada. Each department/agency writes their own policy for providing cell phones to employees and their usage. This will also vary from participating entity to participating entity throughout the states.


25. In regards to customer care support. What level of customer service support is the State of Nevada seeking Tier 1, Tier 2 or Tier 3. What hours and days per week should the vendor be prepared to provide to the State of Nevada?

It is expected that all levels of customer service support are available to all participating entities. It is also expected that some level, but not necessarily all levels, of support be available 24/7. Vendors should clearly define the levels of support each tier constitutes within their response.

26. In regards to current voice and broadband network design. Are any of the services currently terminated within a data centers? If so are the data centers owned by the State of Nevada or leased space from major carriers such as Level 3, Quest or NAP's like Switch?

This is unknown.

27. How many voicemail boxes are being requested for network?

This is unknown.

28. Is the State of Nevada looking for improvement in network security to be implemented on network with these requested changes?

This is unknown.

29. In attempting to estimate administrative fees to be paid to Western States. What is the current monthly billing amount for each category of existing voice and wireless broadband services? The information provided in Attachment J of the RFP is the most current and complete information that can be provided.

30. At section 4.1.4, can you please confirm what licensing would be required? besides my business license, and certificate of insurance.

It is the proposing vendor’s responsibility to research and comply with license that is required of a vendor to provide the services/equipment contemplated within RFP 1907.

31. For the accessories (band3) the pricing sheet and cost analysis ask for discount percent off. Is this off of MSRP or off vendor current pricing? Each vendor's current pricing is already going to be a different percent off MSRP. In order to make comparisons of percent off on an equal basis, is it possible that vendors list Discount Percent off for MSRP & current pricing (to be listed as MSRP / current pricing) so that evaluators can see how much vendor's pricing is off of MSRP.

Yes.

32. Reference 3.1.4- It appears that the E-rate program would apply to vendors providing wireless service, but it does not appear that it would apply to vendors providing


accessories (band 3). Are vendors participating in only Band 3 be required to commit to participate in this program as well? The E-Rate program provides discounts to assist most schools and libraries to obtain affordable telecommunications and internet access. It is not believed to be intended for accessories.

33. Reference 3.2.3 - This section refers to administrative fees required by WSCA or non-

WSCA states in addition to the WSCA administrative fee. It states that "The Contractor(s) may adjust SES (Service Equipment Schedule) pricing accordingly for purchases made by procuring agencies within jurisdiction of the state." Question- For vendors participating in Band 3 for Accessories and Equipment only, we don't necessarily have a SES. Can these vendors adjust pricing as specified in our pricing sheet accordingly as is being allowed for service providers?

Yes, but this should be clearly defined.

34. In accordance with section 3.1.1 Scope of Work Vendors may choose to submit a

proposal on any or all listed services and/or equipment. Vendor must submit separate binders identifying compliance with each band. For Vendors proposing multiple bands this requirement could amount to 84+ binders being provided to WSCA for review. In accordance with section 9.1.6 and the State of Nevada's continuing efforts to reduce solid waste and further recycling efforts, would WSCA accept one Technical Section containing the appropriate Tabs for each band, One Cost Section containing the appropriate Tabs for each band and one Confidential Financial binder in order to reduce environmental impacts and support Vendor green initiative objectives if a Vendor should choose to respond to multiple bands.

Yes.

35. It was stated at the 2/23 pre-proposal meeting that Public Sector Associations or other cooperatives with members are allowed to sign a PA with Wireless Contractors. 1.a Please describe the type of Association or Cooperative that is eligible to sign a WSCA PA. 1.b Is the intent that the Associations would be able to purchase on a CL and IL basis for their Association and/or members use? 1.c Would WSCA allow wireless contractors to customize Terms & Conditions and/or pricing for specific entities, such as non-profit organizations? For example, removal of early termination fee waivers.

This will vary by State and must be addressed on a case by case basis.

36. It was stated at the 2/23 pre-proposal meeting that Contractors can sign PA’s directly with non-profits in States that do not prohibit such a practice. .a Assuming there is no State law prohibition, is there any limitation on the type of non-profits that will be eligible to sign a PA? Will WSCA allow Wireless Contractors to restrict certain types of non-profits? b Do eligible non-profit entities have the same right to sign PA’s as a local governments (e.g., City or County) in States that have a State level PA but do not define non-profits as eligible or in States without a State level PA?

This will vary by participating entity and must be addressed on a case by case basis.


37. It was stated at the 2/23 pre-proposal meeting that WSCA will consider accommodating contract survivability for the purpose of E-Rate funding. Will WSCA allow Wireless Contractors to sign PA’s and/or E-Rate agreements under the terms of the WSCA Master Agreement with termination dates that are coterminous with the E-Rate funding years (July 1 – June 30) up to eight months beyond the then effective termination date of the WSCA Master Agreement?

If the Participating Addendum is signed prior to current contract termination, it will survive.

38. Section 3.5 How do you specifically wish for us to showcase our coverage offering? Will % of area covered, % of population covered, Total pops covered or type of service that covers each state suffice? (3.5.7)

Offerings should provide complete and detailed information in as clear and straightforward format as possible.

39. Section 3.5.8 states no roaming/in-network voice services; where there are no roaming charges and rely on partner network to offer the best user experience can we show total coverage mapping (company owned and partner) for each State?

Yes.

40. Please elaborate on specifically what is needed for section 3.5.12, nationwide, states, etc?

Provide detailed plans and timelines of what your company is doing to improve coverage in any area where you currently have 50% or less coverage.

41. For section 3.5.13 the ask is to identify “basic” equipment provided for standard operations; would it be appropriate to offer a “basic” / “preferred” option, or “good”, “better”, “best”, so long as it’s clearly identified and articulated appropriately?

Yes. All warranty requirements will apply.

42. Section 3.5.25: Please confirm you are looking for specific detail and pricing on how we will augment in-building coverage (product solution and/or services based).

Correct.

43. Section 3.6: This section has all the same questions as 3.5 only for data. Is it imperative we assume this needs to be separated within our response?

Correct.

44. In section 3.6.20, please elaborate. Is the need to truly define all devices not supported on our network or if we should highlight a few key related devices not support or devices which we don’t stock or have access through partner networks, etc. Please highlight a few key related devices not supported or devices which you don’t stock or have access through partner networks, etc.


This document must be submitted in the “State Documents” section/tab of vendors’ technical proposal

45. Attachment H pricing documents. Do you want all three of the BANS cost pricing in

one pricing document or would you like separate voice, broadband and accessories pricing documents; if we will be proposing a bid for all three BANS. We would prefer one for each band.

46. Reporting Due to CPNI issues may we create a separate IL report for the Individual Liable lines on the WSCA contract showing the gross Lines, gross Minutes, gross spend for each quarter? Due to CPNI limitations we are unable to provide information on IL lines such as customer name, address, mobile number etc?

WSCA does not require customer information on IL accounts; reports on these accounts should include spend only.

47. What information do you want in the following columns in the line and equipment reports?

Column # 22 28 29 30 31 32

Field Size 8 30 1 1 60 60

Vendor Name

UNSPSC Commodity

VAR/Reseller/ Distributor

Name Recycling

Optional – Category Description

Optional-Class Detail

These can be left blank and will be addressed with awarded vendor(s) in the future. The

column should be left, but can be blank where no information is available. ALL ELSE REMAINS THE SAME FOR RFP 1907.

Vendor shall sign and return this amendment with proposal submitted. NAME OF VENDOR AUTHORIZED SIGNATURE

TITLE DATE

RFP 1907 Amendment 2

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March 30, 2011


ATTACHMENT A CONFIDENTIALITY OF PROPOSALS AND CERTIFICATION OF INDEMNIFICATION

Submitted proposals, which are marked “confidential” in their entirety, or those in which a significant portion of the submitted proposal is marked “confidential” will not be accepted by the State of Nevada. Pursuant to NRS 333.333, only specific parts of the proposal may be labeled a “trade secret” as defined in NRS 600A.030(5). All proposals are confidential until the contract is awarded; at which time, both successful and unsuccessful vendors’ technical and cost proposals become public information. In accordance with the Submittal Instructions of this RFP, vendors are requested to submit confidential information in separate binders marked “Part I B Confidential Technical” and “Part III Confidential Financial”. The State will not be responsible for any information contained within the proposal should vendors not comply with the labeling and packing requirements, proposals will be released as submitted. In the event a governing board acts as the final authority, there may be public discussion regarding the submitted proposals that will be in an open meeting format, the proposals will remain confidential. By signing below, I understand it is my responsibility as the vendor to act in protection of the labeled information and agree to defend and indemnify the State of Nevada for honoring such designation. I duly realize failure to so act will constitute a complete waiver and all submitted information will become public information; additionally, failure to label any information that is released by the State shall constitute a complete waiver of any and all claims for damages caused by the release of the information. This proposal contains Confidential Information, Trade Secrets and/or Proprietary information as defined in Section 2 “ACRONYMS/DEFINITIONS.” Please initial the appropriate response in the boxes below and provide the justification for confidential status.

Part I B – Confidential Technical Information YES NO

Proposal Section & Page # Justification for Confidential Status

Part III – Confidential Financial Information

YES NO Justification for Confidential Status

Company Name

Signature Print Name Date

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ATTACHMENT C - VENDOR CERTIFICATIONS Vendor agrees and will comply with the following:

(1) Any and all prices that may be charged under the terms of the contract do not and will not violate any existing federal, State or municipal laws or regulations concerning discrimination and/or price fixing. The vendor agrees to indemnify, exonerate and hold the State harmless from liability for any such violation now and throughout the term of the contract.

(2) All proposed capabilities can be demonstrated by the vendor. (3) The price(s) and amount of this proposal have been arrived at independently and without consultation, communication,

agreement or disclosure with or to any other contractor, vendor or potential vendor. (4) All proposal terms, including prices, will remain in effect for a minimum of 180 days after the proposal due date. In the

case of the awarded vendor, all proposal terms, including prices, will remain in effect throughout the contract negotiation process.

(5) No attempt has been made at any time to induce any firm or person to refrain from proposing or to submit a proposal

higher than this proposal, or to submit any intentionally high or noncompetitive proposal. All proposals must be made in good faith and without collusion.

(6) All conditions and provisions of this RFP are deemed to be accepted by the vendor and incorporated by reference in the

proposal, except such conditions and provisions that the vendor expressly excludes in the proposal. Any exclusion must be in writing and included in the proposal at the time of submission.

(7) Each vendor must disclose any existing or potential conflict of interest relative to the performance of the contractual

services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict should be disclosed. By submitting a proposal in response to this RFP, vendors affirm that they have not given, nor intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant or any employee or representative of same, in connection with this procurement. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest will automatically result in the disqualification of a vendor’s proposal. An award will not be made where a conflict of interest exists. The State will determine whether a conflict of interest exists and whether it may reflect negatively on the State’s selection of a vendor. The State reserves the right to disqualify any vendor on the grounds of actual or apparent conflict of interest.

(8) All employees assigned to the project are authorized to work in this country. (9) The company has a written equal opportunity policy that does not discriminate in employment practices with regard to

race, color, national origin, physical condition, creed, religion, age, sex, marital status, sexual orientation, developmental disability or handicap.

(10) The company has a written policy regarding compliance for maintaining a drug-free workplace. (11) Vendor understands and acknowledges that the representations within their proposal response are material and important,

and will be relied on by the State in evaluation of the proposal. Any vendor misrepresentations shall be treated as fraudulent concealment from the State of the true facts relating to the proposal.

(12) Vendor must certify that any and all subcontractors comply with Sections 7, 8, 9, and 10, above. (13) The proposal must be signed by the individual(s) legally authorized to bind the vendor per NRS 333.337.

Company Name Signature Print Name Date

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* Sprint certifies, to the best of Sprint's actual knowledge, that there is no existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. However, Sprint is a publicly traded company with approximately 40,000 employees, and Sprint has no mechanism to track whether any employees or officials of the State (or their family members) are shareholders of Sprint or whether any Sprint director, officer or employee has a family relationship with employees or officials of the State. Ownership of Sprint's publicly traded stock changes daily, and, therefore, it is not commercially feasible to ascertain the ownership percentage of individual owners.


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Tab V Attachment B-1 The Technical Proposal Certification of Compliance with Terms and Conditions of RFP with an original signature by an individual authorized to bind the organization must be included in this tab.

In order for any exceptions and/or assumptions to be considered they MUST be documented in detail in the tables in Attachment B1. The State will not accept additional exceptions and/or assumptions if submitted after the proposal submission deadline. Vendors must be specific. Nonspecific exceptions or assumptions may not be considered. If the exception or assumption requires a change in the terms or wording of the contract, the scope of work, or any incorporated documents, vendors must provide the specific language that is being proposed in Attachment B1.

Sprint has provided a signed copy of Attachment B-1 following this page.


ATTACHMENT B1 TECHNICAL PROPOSAL CERTIFICATION OF COMPLIANCE

WITH TERMS AND CONDITIONS OF RFP I have read, understand and agree to comply with the terms and conditions specified in this Request for Proposal.

YES I agree to comply with the terms and conditions specified in this RFP.

NO I do not agree to comply with the terms and conditions specified in this RFP.

In order for any exceptions and/or assumptions to be considered they MUST be documented in detail in the tables below. The State will not accept additional exceptions and/or assumptions if submitted after the proposal submission deadline. Vendors must be specific. Nonspecific exceptions or assumptions may not be considered. If the exception or assumption requires a change in the terms or wording of the contract, the scope of work, or any incorporated documents, vendors must provide the specific language that is being proposed in the tables below. Company Name

Signature Print Name Date

Vendors MUST use the following format. Attach additional sheets if necessary.

EXCEPTION SUMMARY FORM

RFP SECTION NUMBER

RFP PAGE NUMBER

EXCEPTION (Complete detail regarding exceptions must be identified)

ASSUMPTION SUMMARY FORM

RFP SECTION NUMBER

RFP PAGE NUMBER

ASSUMPTION (Complete detail regarding assumptions must be identified)

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March 22, 2011

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Please see page following this form.

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*Please see the page following this form and specific responses, exceptions, assumptions and clarifications to the RFP provisions as set forth in Sprint's proposal.


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To the extent Sprint has clarified or taken exception to a RFP term or proposed additional terms not addressed in the RFP, such comments have been included only after careful consideration of the RFP requirements, Sprint’s corporate policies, and applicable law. Sprint has made a good faith effort to respond to all RFP terms and requirements to the best of its ability and knowledge. The absence of a response in relations to a particular provision indicates our acceptance of that provision as it appears in the RFP. If Sprint is awarded the contract, Sprint will negotiate in good faith to execute a definitive agreement for the products and services contemplated by the RFP that will incorporate elements of the RFP, Sprint’s RFP responses, and any additional commercially reasonable terms and conditions negotiated by the parties.

EXCEPTION SUMMARY FORM

RFP Section Number

RFP Page Number

Exception (Complete detail regarding exceptions must be provided)

2 5 CL Account: Sprint respectfully takes exception to the definition of “CL Account”. Sprint proposes the following revised definition in its place: CL Accounts are accounts activated by Customer for Customer’s end use, (b) enrolled in a wireless service plan intended for business customers, and (c) for which Customer is financially liable.

2 6 Coverage: Sprint respectfully proposes the following clarification to this definition: Wireless services do not perform in precisely the same manner as non-wireless landline telephone services. Accordingly, Sprint does not guarantee coverage in any specific area at any specific time. Coverage shown on the coverage maps is a general prediction of outdoor coverage, and does not guarantee that coverage will be available at all covered geographic areas at all times. Wireless coverage is impacted by, among other things, terrain, weather, antenna location, system modification, foliage and man-made structures (such as buildings), and therefore cannot be predicted precisely at all times.

2 6 Customer: Sprint has read and understands, and respectfully proposes the following clarification to this definition: “Customer” Department, Division or Agency of the State of Nevada, participating NASPO/WSCA states, and authorized local entities, including Eligible Non-Profit Entities. The terms “Customer” and “Participating Entity” shall be interchangeable in this RFP.

2 6 Equipment: Sprint respectfully takes exception to this definition as being overly broad and proposes the following alternative: Equipment includes equipment, hardware, software, cabling or other materials sold or leased to Customer by or through Contractor as a separate item from, or bundled with, a service.

2 6 IL Account: Sprint respectfully takes exception to the definition of “IL Account”. Sprint proposes the following revised definition in its place: IL Accounts are accounts activated by an employee of Customer and for which the employee is financially responsible.

2 8 Subcontractor: Sprint respectfully proposes the following additional clarifications regarding this definition: As additional clarification, Sprint does not consider local exchange carriers to be Sprint subcontractors and will not be responsible for the actions or inactions of access providers. In addition, Sprint does not consider the State’s/Customer’s subcontractor requirements set forth in the RFP or any resulting contract to be applicable to any agreements, subcontracts or other business arrangements between Sprint and its Affiliates, roaming partners, suppliers, subcontractors or any third-parties relating to the provision of any Products or Services purchased or used by the State/Customer (collectively, “General Supply & Support Agreements”) where such General


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Supply and Support Agreements were entered into for the purpose of providing Products and Services to Sprint customers generally (as opposed to specifically for the State).

3.1.2 9 Sprint respectfully takes exception to the definition of “Wireless Spend” as being overly broad and inclusive of items not customarily considered in the wireless industry to be part of this type of calculation. Sprint proposes the following revised terms and definitions in its place:

‐ “Total Wireless Spend” The total dollar value of wireless services, data and Equipment as invoiced by Contractor that are either (a) paid by Customer on Customer’s CL Accounts; or (b) paid by end user employees pursuant to IL Accounts in the Customer’s employee program. Total Wireless Spend does not include amounts invoiced by Contractor for: (i) taxes; and (ii) additional regulatory fees, administrative charges; and charges, fees or surcharges for the costs Sprint incurs in complying with governmental programs; and (iii) credits and refunds. In addition, Total Wireless Spend will be calculated after all discounts are taken into account and shall not include monthly recurring charges or other charges which are not actually paid by Customers or end users. The Total Wireless Spend calculation will not include CL Accounts or IL Accounts that are in default for non-payment.

‐ “CL Wireless Spend” The total dollar value of wireless services,

data and Equipment as invoiced by Contractor that are paid by Customer on Customer’s CL Accounts. CL Wireless Spend does not include amounts invoiced by Contractor for: (i) taxes; and (ii) additional regulatory fees, administrative charges; and charges, fees or surcharges for the costs Sprint incurs in complying with governmental programs; and (iii) credits and refunds. In addition, CL Wireless Spend will be calculated after all discounts are taken into account and shall not include monthly recurring charges or other charges which are not actually paid by Customers or end users. The CL Wireless Spend calculation will not include CL Accounts that are in default for non-payment.

‐ “IL Wireless Spend” The total dollar value of wireless services, data and Equipment as invoiced by Contractor that are paid by end user employees pursuant to IL Accounts in the Customer’s employee program. IL Wireless Spend does not include amounts invoiced by Contractor for: (i) taxes; and (ii) additional regulatory fees, administrative charges; and charges, fees or surcharges for the costs Sprint incurs in complying with governmental programs; and (iii) credits and refunds. In addition, IL Wireless Spend will be calculated after all discounts are taken into account and shall not include monthly recurring charges or other charges which are not actually paid by end users. The IL Wireless Spend calculation will not include IL Accounts that are in default for non-payment.

3.2.1-3.2.2 10 Sprint respectfully takes exception to these provisions to the extent it requires Sprint to provide Most Favored Customer pricing. Sprint recognizes State’s/Customer’s buying power and strives to provide the most competitive pricing available. However, offering true most favored customer pricing presents several challenges for Sprint: (i) as a common carrier, Sprint is prohibited by law from unreasonably discriminating between similarly situated customers; (ii) offering such pricing may trigger provisions in other Sprint


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agreements compelling Sprint to provide credits or rebates to other customers or categories of customers, which may not be commercially feasible, thereby placing Sprint in breach or default; and (iii) providing most favored customer pricing is against Sprint corporate policy. Sprint will continue to offer highly competitive pricing and discounts for its services in a manner in which the prices Sprint charges its customers for the same services are not unreasonably dissimilar for similarly situated customers with like traffic patterns, volumes, commitment levels and the like.

3.2.3 10 Sprint respectfully takes exception to the eligibility and methodology of administrative fees for WSCA and non-WSCA States, and Sprint proposes the following alternative structure: 3.2.3.1 The Contractor(s) shall report contract utilization and pay an

administrative fee of 1/10th of 1% (one-tenth of one percent) of the Ttotal Wwireless Sspend to WSCA (“WSCA Admin Fee”), paid quarterly. The WSCA directors approved the level of the WSCA administration fee, and the fee is not negotiable. The WSCA administrative fee is to be paid quarterly within 60 days of the end of the quarter (See Attachment G for Reporting Schedule). If Contractor overpays the WSCA admin fee for any quarter, then Contractor shall be permitted to reduce any future WSCA admin fee payments by the incorrect amount. Contractor’s obligation to pay the WSCA administrative fee terminates upon the expiration or earlier termination of the WSCA Agreement.

3.2.3.2 In addition to the WSCA administrative fee, some WSCA and non-

WSCA states may require that a fee (“State Admin Fee”) be paid directly to the state on a percentage of CL Wireless Spend purchases made by procuring entities within that state pursuant to such state’s Participating Addendum. Any such State Admin Fee shall be related to a State’s administrative expenses in administering the Participating Addendum and shall not be deemed a discount or rebate. For all such requests, the percentage fee level (which in no event shall exceed 1% of CL Wireless Spend), payment method and schedule for such reports and payments shall be incorporated in a Participating Addendum that is made a part of the contracts. The Contractor(s) may reduce adjust the CL service discounts SES pricing accordingly by the State Admin Fee percentage for purchases made by procuring agencies within the jurisdiction of the state. Any such CL service discount price reduction adjustment shall not exceed the State Admin Fee percentage dollar value of the additional fee. If Contractor overpays the State Admin Fee for any quarter, then Contractor shall be permitted to reduce any future State Admin Fee payments by the incorrect amount. Contractor’s obligation to pay a State Admin Fee terminates if: (1) the Participating Addendum has expired; or (2) the Participating Addendum has been terminated (before expiration) by either party. All such agreements shall have no effect whatsoever on the WSCA fee or on the prices paid by the procuring agencies outside the jurisdiction of the state requesting the additional fee.

3.2.3.3 At Contractor’s discretion, administrative fees may be permitted

for participating government entities/government Customers that are not States (“Local Government Admin Fee”) that sign a Participating Addendum, subject to the requirements of this Section 3.1.2, on a percentage of CL Wireless Spend made by procuring


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entities within that local government entity’s jurisdiction pursuant to such local government entity’s Participating Addendum. Any such Local Government Admin Fee shall be related to a local government entity’s administrative expenses in administering the Participating Addendum and shall not be deemed a discount or rebate. For all such requests, the fee level percentage (which in no event shall exceed 1% of CL Wireless Spend), payment method and schedule for such reports and payments shall be incorporated in a Participating Addendum. The Contractor(s) may reduceadjust the CL service discountsSES pricing accordingly by the State Admin Fee percentage for purchases made by procuring agencies within the jurisdiction of the Local Government entity. Any such CL service discountprice reductionadjustment shall not exceed the Local Government Admin Fee percentagedollar value of the additional fee. If Contractor overpays the Local Government Admin Fee for any quarter, then Contractor shall be permitted to reduce any future Local Government Admin Fee payments by the incorrect amount. Contractor’s obligation to pay a Local Government Admin Fee terminates if: (1) the Participating Addendum has expired; or (2) the Participating Addendum has been terminated (before expiration) by either party. All such agreements shall have no effect whatsoever on the WSCA fee or on the prices paid by the procuring agencies outside the jurisdiction of the state requesting the additional fee.

3.2.4 10 Sprint respectfully takes exception to the term “rebated” and requests that it be deleted and replaced with the word “paid.” The administration fees are not discounts or rebates.

3.2.5 10 Sprint respectfully takes exception to the last sentence of this provision and, based on Sprint’s proposed edits/clarifications to Section 3.2.3, proposes the following revised language: “IL Wireless Spend will be subject to reporting requirements and to the required WSCA administrative fee of one tenth (1/10) of one percent, and will be reported as outlined in this RFP.”

3.2.7 11 Sprint has read, understands and will comply, subject to the following clarifications: - Contractor agrees that the relevant books, records (written, electronic, computer related or otherwise), including, without limitation, relevant accounting procedures and practices of Contractor or its subcontractors, financial statements and supporting documentation, and documentation related to the work product shall be subject, during Contractor’s normal business hours, to inspection, examination, review, audit, and copying at any office or location of Contractor where such records may be found, upon reasonable prior written notice by WSCA, the United States Government, the State Auditor or its contracted examiners, the Department of Administration, Budget Division, the Nevada State Attorney General's Office or its Fraud Control Units, the State Legislative Auditor, and with regard to any federal funding, the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of the Inspector General, or any of their authorized representatives (collectively, “Auditors”). All subcontracts shall reflect requirements of this paragraph. Further, due to the highly sensitive and proprietary nature of Contractor’s records, any third party auditor acting on behalf of one or more of the Auditors shall be subject to prior approval by Contractor and may be required at Contractor’s sole discretion to execute Contractor’s standard non-disclosure agreement prior to examining, inspecting, copying or


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auditing Contractor’s records. Lead State and Participating Entities may request an audit once during every contract year.

3.3.4 12 Sprint respectfully proposes the following clarifications regarding additional, modified or custom reporting requests or formats: - Sprint requests 60 day notification of any format changes to reporting that has been previously agreed upon with State/Customer. Sprint reserves the right to not deliver retroactive reporting in formats later agreed upon by Sprint and the State/Customer. Notwithstanding anything in the RFP or Sprint’s Proposal to the contrary, Sprint shall not be obligated to provide any custom reports that Sprint determines in its discretion are impractical or unduly burdensome to Sprint from an operational, financial or system limitation basis. Sprint can provide equipment purchase summaries to specific entities. Fields, such as “Order Number”, “Customer PO Number”, “Order Type”, and “PO Date” may not be available at the account level, as we have thousands of WSCA member accounts. Not all eligible entities have the same fields populated on their invoices due to system limitations of eligible entities and/or internal procedures of the respective parties. The following fields require further clarification as to what information is required before we can provide feedback on their availability at the PA level and account level: “UNSPSC Commodity”, “VAR/Reseller/Distributor NAME”, and “Recycling”. The following fields are only available at the PA level: “CRU Minutes”, “CRU Lines”, “CRU Gross Sales”, “IRU Minutes”, and “IRU Lines”. Each Member’s Sprint Account Team will work with them to identify any requested changes from the current reporting we currently provide them today or new reporting needed for new members.

3.3.5, 3.3.6, 3.3.7

12 Sprint respectfully proposes the following clarifications regarding additional, modified or custom reporting requests or formats: - Sprint requests 60 day notification of any format changes to reporting that has been previously agreed upon with State/Customer. Sprint reserves the right to not deliver retroactive reporting in formats later agreed upon by Sprint and the State/Customer. Notwithstanding anything in the RFP or Sprint’s Proposal to the contrary, Sprint shall not be obligated to provide any custom reports that Sprint determines in its discretion are impractical or unduly burdensome to Sprint from an operational, financial or system limitation basis.

3.5.1 12 Sprint respectfully takes exception to this requirement to the extent it requires Sprint to provide Most Favored Customer pricing. Sprint has offered pricing that it believes meets State’s/Customer's requirements; however, Sprint does not offer Most Favored Customer clauses in its contracts. Sprint believes its response is competitive now and will be for the term of any contract resulting from this proposal. Sprint will continue to offer highly competitive pricing and discounts for its services in a manner in which the prices Sprint charges its customers for the same services are not unreasonably dissimilar for similarly situated customers with like traffic patterns, volumes, commitment levels and the like.

3.5.6-3.5.12 13 Sprint respectfully proposes the following clarification relating to coverage: Wireless services do not perform in precisely the same manner as non-wireless landline telephone services. Accordingly, Sprint does not guarantee coverage in any specific area at any specific time. Coverage shown on the coverage maps is a general prediction of outdoor coverage, and does not guarantee that coverage will be available at all covered geographic areas at all times. Wireless coverage is impacted by, among other things, terrain, weather, antenna location, system modification, foliage and man-made structures (such as buildings), and therefore cannot be predicted precisely at all times. Any custom in-building or on-campus coverage solutions provided by our Custom Network Solutions


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(CNS) group will require a separate agreement outside of the WSCA Master Agreement.

3.5.11 13 Sprint respectfully takes exception to this requirement. In the event of scheduled network maintenance, Sprint shall make commercially reasonable efforts to notify Customer in advance of the area(s) that could be potentially affected by such maintenance. Sprint does not guarantee that network maintenance or other environmental conditions necessitating maintenance will be known or are knowable in advance and, therefore, Sprint cannot guarantee that Customer will be notified within twenty-four (24) hours of such maintenance. Sprint shall make commercially reasonable efforts to provide Customer with advance notification of major planned network element maintenance.

3.5.15 14 Sprint respectfully provides the following additional clarification regarding this Section: Sprint, as determined in its sole discretion, may discontinue any Product or Service. Sprint shall provide Customer with at least six (6) months prior notice of its intention to discontinue any such Products or Services.

3.5.17 14 Sprint does not manufacture equipment and offers no warranty on any equipment beyond the manufacturer’s warranty provided directly from the manufacturer to the Customer upon receipt of the equipment. Sprint products and services are provided “as is.” Sprint disclaims all express or implied warranties and in particular disclaims all warranties of merchantability, fitness for a particular purpose, and warranties related to equipment, material, services, or software.

4.1.6 19 Sprint certifies, to the best of Sprint’s actual knowledge, that none of vendor’s employees is employed by the State of Nevada any of its political subdivisions or by any other government involved in the performance of the contractual services resulting from this RFP. However, Sprint is a publicly traded company with approximately 40,000 employees, and Sprint has no mechanism to accurately or effectively track such information.

4.1.7 20 As a publicly traded company that is party to thousands of commercial, consumer and government contracts with its customers, suppliers and competitors, Sprint is involved in litigation, investigations and contract disputes at all times due to the number of its customers, suppliers and competitors, and the nature of the services it provides. Consequently, State’s request for Sprint to compile a list or provide details regarding prior or ongoing contract failures, contract breaches, civil or criminal litigation or investigations, ongoing or occurring during the past six years, is an extremely arduous, burdensome and time-consuming task, and Sprint has no mechanism to track some of the requested information. Although Sprint is unable to provide such information, Sprint can declare that: (i) during the past six years it has not had a termination for default under a contract with a government entity; (ii) Sprint is not currently suspended or debarred by any government agency nor has it been during the past six years; and (iii) Sprint is not aware of any past or ongoing action that would, if successful, have a material adverse impact on Sprint’s ability to perform under the terms of the RFP. As a public corporation, Sprint is required to fully disclose material data and relevant information that may influence investment decisions to all investors at the same time. Sprint does not provide detailed information on litigation except through its securities filings. Please refer to Sprint's Annual Report on Form 10-K/A, available on http://investors.sprint.com/phoenix.zhtml?c=127149&p=irol-sec for a description of certain litigation or claims.

6.1 22 Sprint respectfully takes exception to this requirement and proposes the following alternative: - Payment for completion of a contract is normally made within thirty (30)


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days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After forty-five (45) days the Contractor may assess overdue account charges up to a maximum rate of one (1) percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a Participating State’s “Purchasing Card.” (a) Invoicing. A. Commencement of Invoicing. Sprint may begin invoicing Customer in full for non-recurring and recurring charges on the date the Products or Services are installed or delivered and made available. B. Delays. If Sprint cannot install or make available the Product or Service by the delivery date specified in the Order due to a Customer-caused delay, Sprint may bill Customer as of the delivery date specified in the Order, or if no date is specified, any time 30 days or more after the Effective Date. C. Timing. In general, for recurring Services, Sprint bills fixed recurring Service charges in advance and usage-based charges in arrears. (b) Payment Terms. Sprint will invoice Customer, and Customer will pay Sprint, in United States dollars (USD), unless otherwise mutually agreed in writing by the parties. Payment terms are net 30 days from the date of invoice receipt. Invoices are deemed to have been received within 5 days of the invoice date. If Customer fails to make payment within 15 days of receiving Sprint’s written notice of nonpayment, Sprint reserves the right to charge a late fee (up to the maximum allowed by law) or take other action to compel payment of past due amounts, including suspension or termination of Service, unless prohibited by applicable law. Customer may not offset credits owed to Customer on one account against payments due on the same or another account without Sprint’s written consent. Sprint’s acceptance of late or partial payments is not a waiver of its right to collect the full amount due. Customer’s payment obligations include late charges and third party collection costs incurred by Sprint, including but not limited to reasonable attorneys’ fees, if Customer fails to cure its breach of these payment terms. If Customer elects to participate in the Preferred Pay Program, Customer will remit payment using cash, check, or electronic funds transfer. (c) Disputed Charges. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer (A) makes timely payment of all undisputed charges; and (B) within 30 days of the due date, provides Sprint with a written explanation of Customer’s reasons for disputing the charge. Customer must cooperate with Sprint to resolve promptly any disputed charge. If Sprint determines, in good faith, that the disputed charge is valid, Sprint will notify Customer and, within 5 business days of receiving notice, Customer must pay the charge or invoke the dispute resolution process in this Agreement. If Sprint determines in good faith, that the disputed charge is invalid, Sprint will credit Customer for the invalid charge. (d) Repayment of Credits or Waived Charges. If, before the end of the Term, Sprint terminates an Order, a Service or the Agreement due to Customer’s material breach, or Customer terminates a Service or the Agreement (unless due to Sprint’s material breach), Customer will repay Sprint a pro rata portion of any credits issued or charges waived, based upon the number of months remaining in the Term at the time of termination.

10.2 33 Sprint respectfully takes exception to the requirement that the evaluation committee be permitted to contact any current users of a vendor’s services as this requirement is overly-broad. Sprint respectfully requests that the


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committee limit the right to contact Sprint’s customers to the list of reference clients provided by Sprint in its Proposal. Sprint is a publicly traded company and is party to thousands of commercial, consumer and government contracts with its customers, suppliers and competitors. Sprint contracts may prohibit or restrict disclosure of Sprint’s relationship with certain customer and may prohibit or restrict contacts by third parties. The committee may contact any of Sprint’s listed reference customers.

10.3 33 As a publicly traded company that is party to thousands of commercial, consumer and government contracts with its customers, suppliers and competitors, Sprint is involved in litigation, investigations and contract disputes at all times due to the number of its customers, suppliers and competitors, and the nature of the services it provides. Consequently, State’s request for Sprint to compile a list or provide details regarding prior or ongoing contract failures, contract breaches, civil or criminal litigation or investigations, ongoing or occurring during the past six years, is an extremely arduous, burdensome and time-consuming task, and Sprint has no mechanism to track some of the requested information. Although Sprint is unable to provide such information, Sprint can declare that: (i) during the past six years it has not had a termination for default under a contract with a government entity; (ii) Sprint is not currently suspended or debarred by any government agency nor has it been during the past six years; and (iii) Sprint is not aware of any past or ongoing action that would, if successful, have a material adverse impact on Sprint’s ability to perform under the terms of the RFP. As a public corporation, Sprint is required to fully disclose material data and relevant information that may influence investment decisions to all investors at the same time. Sprint does not provide detailed information on litigation except through its securities filings. Please refer to Sprint's Annual Report on Form 10-K/A, available on http://investors.sprint.com/phoenix.zhtml?c=127149&p=irol-sec for a description of certain litigation or claims.

11.1.15 35 Sprint respectfully takes exception to the first sentence of this sentence as not being an accurate statement regarding Sprint’s proposed discounts and pricing. The rates and discounts identified in the pricing Schedules in Attachment BB will remain fixed for the Term (unless stated otherwise in the applicable Schedule or elsewhere in Sprint’s Response). Rates and discounts not fixed in the pricing Schedules will be based on the then-current list price at the time of purchase, less the Service Pricing Discount. The percentage discount is fixed for the term of the Contract, but Contractor may modify the underlying rate or list price to which the percentage discount is applied on no less than one day’s notice. Service Pricing Discounts are subject to the terms and conditions in Sprint’s Response and Sprint’s Additional Terms and Conditions contained the proposed Attachment CC to the Statewide Master Service Agreement, and may be subject to adjustment due to Administrative Fees in accordance with Contractor’s response in Section 3.2.3 of Sprint’s Response.

11.1.17 35 Sprint respectfully takes exception to the first sentence of this Section and proposes the following clarification: Sprint’s proposal may contain information marked as “Sprint Proprietary and Confidential Information.” Such Confidential Information may include, but is not limited to, products, materials, tools, and methodologies that are proprietary to Sprint. Such Confidential Information may constitute “trade secrets” within the meaning of the applicable law. The State shall protect such Confidential Information to the fullest extent possible pursuant to such applicable law and shall not publish, duplicate, use and disclose such Confidential information except as may be required by law. The State shall use such Confidential Information only for the evaluation of Sprint’s proposal and for no other purpose. All intellectual property rights in Sprint’s proposal materials or accompanying documentation remain in and/or


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are assigned to Sprint. 11.2 35 We have provided our exceptions to contract terms & conditions on the page

following this under “Attachment D” on page 12. 11.2.5 36 Sprint will recognize and honor all validly and properly issued and executed tax

exemption certificates delivered by the State/Customer and will not bill the State/Customer for any such exempted taxes. Sprint's rates and charges for products and services do not include taxes. The State/Customer will pay all applicable taxes for which it does not hold a valid tax exemption, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, State/Customer, national taxes or assessments imposed on or based upon the provision, sale or use of products and services. Notwithstanding any other provision of the Agreement, if the State/Customer's jurisdiction requires the State/Customer to deduct or withhold separate taxes from any amount due to Sprint, the State/Customer must notify Sprint in writing. Sprint will then increase the gross amount of the State/Customer's invoice so that, after the State/Customer's deduction or withholding for taxes, the net amount paid to Sprint will not be less than the amount Sprint would have received but for the deduction or withholding.

11.2.8 36 Sprint has read and understands, and respectfully proposes the following clarification to this provision: All Participating Entities, including, but not limited to, “Local Governments,” are intended third party beneficiaries of any contract resulting from this RFP.

11.3.2.1 37 Sprint respectfully provides the following additional clarification regarding this Section: Sprint, as determined in its sole discretion, may discontinue any Product or Service. Sprint shall provide Customer with at least six (6) months prior notice of its intention to discontinue any such Products or Services.

11.3.4 38 Sprint respectfully takes exception this provision in its entirety. Inspection shall be in accordance with the terms of the WSCA MSA Contract Form, as modified by Sprint’s proposed exceptions.

Attachment D 44 To the extent Sprint has clarified or taken exception to a RFP term or proposed additional terms not addressed in the RFP, such comments have been included only after careful consideration of the RFP requirements, Sprint’s corporate policies, and applicable law. Sprint has made a good faith effort to respond to all RFP terms and requirements to the best of its ability and knowledge. The absence of a response in relations to a particular provision indicates our acceptance of that provision as it appears in the RFP. If Sprint is awarded the contract, Sprint will negotiate in good faith to execute a definitive agreement for the products and services contemplated by the RFP that will incorporate elements of the RFP, Sprint’s RFP responses, and any additional commercially reasonable terms and conditions negotiated by the parties. Independent Contractor entity name: - Sprint’s contracting name shall be as follows:

Sprint Solutions, Inc., as contracting agent for the affiliated Sprint and Nextel entities providing the

Products and Services 12502 Sunrise Valley Drive

Reston, VA 20196

Preamble/2nd paragraph Sprint respectfully proposes adding the following sentence at the end of this section for the purpose of clarifying that in addition to participation by political subdivisions of WSCA Participating States, Eligible Non-Profit Entities may participate in the WSCA cooperative group contracting


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consortium. “WSCA also allows participation by Eligible Non-Profit Entities, subject to the terms and conditions herein.” 2. DEFINITIONS. Sprint respectfully takes exception to the definition of “Buyer” and proposes the following alternative definition: “Buyer” means any Participating Entity (including the Lead State, any WSCA agency or political subdivision or any Eligible Non-profit Entity participating under this contract, either by signing a Participating Addendum or by being an authorized purchaser under another entity’s Participating Addendum. Sprint also proposes the following definition of “Eligible Non-Profit Entity”: “Eligible Non-Profit Entity(ies)” means an entity that receives funding support through the allocation of appropriated funds, and whose primary source of funding is not through fee-based services, that is : (i) a non-profit private primary or secondary education entity (K-12); (ii) a non-profit healthcare entity; or (iii) a public safety entity that provides a governmental function or service. Notwithstanding the foregoing, participation by non-profit entities under a state or local government’s Participating Addendum shall be subject to applicable state law, which may expand or narrow (or bar completely) the use of the applicable Participating Addendum by non-profit entities. In such situations, in the event this definition of Eligible Non-Profit Entity conflicts with applicable state law, the state law definition and/or eligibility standards for use of the Participating Addendum shall control. 4. CANCELLATION OF CONTRACT; NOTICE. – Sprint respectfully proposes clarifying this heading by inserting the words “FOR CONVENIENCE” after the word “CONTRACT” to reflect that this cancellation clause only applies to termination of the contract for convenience and not terminations due to a party’s default or other contingencies, which are addressed in Section 21 of the Contract. 4. CANCELLATION OF CONTRACT; NOTICE. – Sprint respectfully requests that the following edits be made to this Section to clarify the parties’ respective rights, to reflect that a separate termination section (21) exists and to add the missing Notice provision. In addition, Sprint does not agree that the Contract can be canceled in part. (a) Cancellation. Unless otherwise stated in the special terms and conditions, any contract entered into as a result of the Solicitation may be canceled by either party upon written notice sixty (60) days prior to the effective date of the cancellation. Further, any Participating State may cancel its participation upon thirty (30) days written notice, unless otherwise limited or stated in the special terms and conditions of the Solicitation. Cancellation may be in whole or in part. Any cancellation under this provision shall not effect the rights and obligations attending orders outstanding at the time of cancellation, including any right of any Participating EntityState to indemnification by the Contractor, Contractor’s rights of payment for goods/services delivered and accepted, and each party’s rights attending any warranty or default in performance in association with any order. Cancellation of the contract due to Contractor default shall be in accordance with Section 21 hereinmay be immediate. (b) Notice. All notices must be in writing Notices required under this Agreement must be submitted in writing to the party’s address for notice listed in this Agreement or an Order and, in the case of a dispute, notices


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must also be sent to:

5. INCORPORATED DOCUMENTS. – Sprint respectfully requests the addition of the words “after the Contract” be added after the word “precedence” in order to clarify that the Contract will be first in order of precedence. 5. INCORPORATED DOCUMENTS. – Sprint respectfully requests the addition of the following additional Attachments to the Contract: ATTACHMENT CC: CONTRACTOR’S ADDITIONAL TERMS ATTACHMENT DD: CONTRACTOR’S PRODUCT/SERVICE ANNEXES 6. COMMENT TO LEAD STATE: There is no Section 6 in the Contract. 8. BID SPECIFICATIONS. – If Sprint’s Proposal is accepted by the State, it is appropriate for Sprint’s Proposal to take precedence over the original RFP to the extent that Sprint’s Proposal contains any clarifications, additional details or variations from the RFP requirements. Accordingly, Sprint respectfully proposes the following language be inserted after the end of the first sentence of this provision: “To the extent such deviations are contained in Attachment BB, such deviations in Attachment BB shall control in the event of a conflict with the specifications in Attachment AA.” 9. ACCEPTANCE OR REJECTION OF BIDS, AND AWARD – Sprint respectfully requests that this provision be deleted in its entirety as not being applicable to the Contract. This provision is more appropriate as an RFP requirement and ceases to be relevant once the Contract between the parties is executed. 10. BID SAMPLES – Sprint respectfully requests that this provision be deleted in its entirety as not being applicable to the Contract. This provision is more appropriate as an RFP requirement and ceases to be relevant once the Contract between the parties is executed. Terms and conditions relating to demonstration and test Products are addressed in Attachment BB. 11. CONSIDERATION (first sentence)– Sprint respectfully takes exception to the first sentence and requests that it be deleted in its entirety. Sprint proposes the following alternative as a new section 11(a) and 11(b) in its place: (a) The parties agree that Contractor will provide the services specified in paragraph (5) at a cost to Buyers calculated as follows:

(i) 25% CL Discount: The CL Discount is a percentage discount off the eligible monthly recurring charges (“MRCs”) charged for CL Account Active Units (as defined in Attachment BB and Attachment CC). (ii) 18% IL Discount: The IL Discount is a percentage discount off

Sprint: Attn: Legal Dept. – Public Sector 12502 Sunrise Valley Drive Reston, VA 20196

Customer: _____________________ _____________________ _____________________ _____________________


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the eligible monthly recurring charges (“MRCs”) charged for IL Accounts (as defined in Attachment BB and Attachment CC). The CL Discount and the IL Discount are collectively referred to as the “Service Pricing Discounts.” IL Account eligibility shall be in accordance with Attachment BB and CC. (iii) How Calculated. Unless otherwise noted, Service Pricing Discounts apply to eligible monthly recurring charges (“MRC”) before taxes and surcharges and after application of credits, other discounts, and rebates. Overage, usage-based, and third party applications and services, certain business plan, add-ons, and other charges (including certain network specific products and services), are not eligible for Service Pricing Discounts. Service Pricing Discounts may apply to the MRC of certain promotional rate plans which Sprint may offer on a limited time basis, at Contractor’s discretion. Service Pricing Discounts are subject to the terms and conditions in Attachment BB and Attachment CC, and may be subject to adjustment due to Administrative Fees in accordance with Contractor’s response in Section 3.2.3 of Attachment BB. (iv) CL Account Eligibility. Only CL Account Active Units (defined as an active piece of wireless Product that Customer enrolls in a Business Plan under the Contract) that are included in Buyer’s account hierarchy with Contractor are eligible for the Service Pricing Discounts. It may take up to 2 invoicing cycles to move pre-existing CL Account Active Units to the same invoicing cycle in order to start receiving the Service Pricing Discounts. Buyer’s contractors, suppliers, and any non-government, non-authorized agencies working with Customer are not eligible for the Service Pricing Discounts. (v) Wireless Device Discount. New CL Accounts are eligible for a discount device price. The discount device is at least 39% discount off the 1 year net price, defined as the suggested retail price less $75.00 (“Flat Rate Price”). The devices offered with this discounted price may change at any time in Sprint’s sole discretion. This discounted device offer may not be available in all sales channels. (vi) Upgrade Terms. Existing CL Account Active Units may be upgraded or replaced after 12 months of continuous service at the Flat Rate Price unless otherwise noted. (vii) Accessory Equipment. The accessory discount of 20% applies to the national retail price for Nextel Device and Sprint Device accessories purchased for CL Accounts under this Agreement. (viii) Fixed Rates. The rates and discounts identified in the pricing Schedules in Attachment BB will remain fixed for the Term (unless stated otherwise in the applicable Schedule or elsewhere in Attachment BB).

(ix) Percentage Discounts. Rates and discounts not fixed in the pricing Schedules in Attachment BB will be based on the then-current list price at the time of purchase, less the Service Pricing Discount if applicable. The percentage discount is fixed for the Term, but Contractor may modify the underlying rate or list price to which the percentage discount is applied on no less than one day’s notice .

b) Rate Adjustments. Contractor may impose on Buyers additional regulatory fees, administrative charges; and charges, fees or surcharges for


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the costs Contractor incurs in complying with governmental programs. These fees, charges or surcharges include, but are not limited to, state and federal Carrier Universal Service Charges (“CUSC”) or Gross Receipts surcharges. If the Federal Communications Commission (“FCC”) requires that Contractor contribute to the Universal Service Fund (“USF”) based on interstate revenues derived from services that Contractor in good faith has treated as exempt, including but not limited to, information services, Contractor will invoice Buyer the CUSC for such Services beginning on the date established by the FCC as the date such Services became subject to USF contributions. The amount of the fees and charges imposed may vary. 11. CONSIDERATION (2nd sentence [“Unless otherwise stated . . .”) – Sprint respectfully takes exception to the second sentence and requests that it be deleted in its entirety as not being applicable to the Contract. This provision is more appropriate as an RFP requirement and ceases to be relevant once the Contract between the parties is executed. 11. CONSIDERATION (3rd and 4th sentences) – Sprint respectfully takes exception to these sentences to the extent it requires Sprint to provide Most Favored Customer pricing. Sprint recognizes WSCA’s and the Buyers’ buying power and strives to provide the most competitive pricing available. However, offering true most favored customer pricing presents several challenges for Sprint: (i) as a common carrier, Sprint is prohibited by law from unreasonably discriminating between similarly situated customers; (ii) offering such pricing may trigger provisions in other Sprint agreements compelling Sprint to provide credits or rebates to other customers or categories of customers, which may not be commercially feasible, thereby placing Sprint in breach or default; and (iii) providing most favored customer pricing is against Sprint corporate policy. Sprint will continue to offer highly competitive pricing and discounts for its services in a manner in which the prices Sprint charges its customers for the same services are not unreasonably dissimilar for similarly situated customers with like traffic patterns, volumes, commitment levels and the like.

- See Sprint’s explanation of fixed rates and discounts in proposed paragraphs 11(a) and 11(b).

11. CONSIDERATION (5th sentence [“Bid prices must remain firm . . .”) – Sprint respectfully takes exception to the 5th sentence and requests that it be deleted in its entirety as not adequately explaining Sprint’s discount and price structure. See Sprint’s explanation of fixed rates and discounts in proposed paragraphs 11(a) and 11(b and Attachment BB.

11. CONSIDERATION (6th sentence [“In the case of error . . .”) – Sprint respectfully takes exception to the 6th sentence and requests that it be deleted in its entirety as not adequately explaining Sprint’s discount and price structure. See Sprint’s explanation of fixed rates and discounts in proposed paragraphs 11(a) and 11(b) and Attachment BB. 11. CONSIDERATION (9th , 10th, and 11th sentences [“Unless otherwise stated . . . ; Bid prices must . . . ; In the case of error . . .”) – Sprint respectfully takes exception to the 9th, 10th and 11th sentences of this section and requests that they be deleted in their entirety as unnecessary repetitions of sentences earlier in the paragraph. See Sprint’s explanation of fixed rates and discounts in proposed paragraphs 11(a) and 11(b) and Attachment BB. 11. CONSIDERATION (13th sentence) - Sprint respectfully proposes the following clarification be added to the 13th sentence: “The date from which


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early payment discount time is calculated shall be the date a correct invoice is received or receipt of shipment, whichever is later; except that if testing is performed, the date shall be the date of acceptance of the merchandise.” It is Sprint’s understanding that this sentence is only intended to apply to cash discounts based upon early payment. 13. TAXES (2nd) – Sprint respectfully proposes the following clarification to the second sentence: Insert the words “or Buyer” after the words “Where a Participating State . . .” 13. TAXES (3rd and 4th sentences) – Sprint respectfully takes exception to the third and fourth sentences and requests that they be deleted in their entirety. Taxes shall be in accordance with Sprint’s proposed language in new Sections 3(b), 3(c) and 3(d) below. NRS 361.157 and NRS 361.159 are not applicable to the Products and Services being offered by Sprint. The performance of this Contract does not involve use of the Lead State’ real or personal property, therefore Sprint does not accept liability for any change in the tax exempt status of such property. 13. TAXES (5th sentence) – Sprint respectfully proposes the following clarifying language be added to the 5th sentence: Insert “owed to Lead State or a Buyer that are” between the words “obligation” and “not”. 13. TAXES – Sprint respectfully proposes adding the following new paragraphs (b), (c) and (d) at the end of this section to clarify the parties’ respective obligations regarding taxes: (b) Taxes Not Included. Contractor’s rates and charges for Products and Services do not include taxes. Buyer will pay all taxes, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, or national taxes or charges imposed on, or based upon, the provision, sale or use of Products or Services. Additional information on the taxes, fees, charges, and surcharges collected by Contractor is posted on the Rates and Conditions Website (http://www.sprint.com/ratesandconditions). (c) Withholding Taxes. Notwithstanding any other provision of this Agreement, if a jurisdiction in which Buyer conducts business requires Buyer to deduct or withhold separate taxes from any amount due to Contractor, Buyer must notify Contractor in writing. Contractor will then increase the gross amount of Buyer’s invoice so that, after Buyer’s deduction or withholding for taxes, the net amount paid to Contractor will not be less than the amount Contractor would have received without the required deduction or withholding. (d) Tax Exemptions and Exclusions. Contractor will recognize and honor all validly and properly issued and executed tax exemption certificates delivered by Buyer and statutory exemptions and will not bill Buyer for any such exempted taxes. Buyer will not be responsible for payment of Contractor’s direct income and employment taxes. 14. FINANCIAL OBLIGATIONS OF PARTICIPATING STATES (1st sentence and heading) – Sprint respectfully proposes the following clarifications to the heading and first sentence of this Section: Insert the words “and Buyers” after the words “Participating States” in order clarify that these requirements are applicable to all Participating Entities. 14. FINANCIAL OBLIGATIONS OF PARTICIPATING STATES (2nd sentence) – Sprint respectfully takes exception to the second sentence and


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requests the deletion of this sentence in its entirety. This sentence is more appropriate as an RFP requirement and ceases to be relevant once the Contract between the parties is executed. 17. DELIVERY (1st sentence) - Sprint respectfully proposes the following clarification to the first sentence: Delete the words “WSCA state agency or political subdivision” and replace with word “Buyer” to clarify that this provision is applicable to all Participating Entities. 17. DELIVERY (4th sentence) Sprint respectfully proposes the following clarification to the fourth sentence. Delete the words “special terms and conditions” and replace with “Attachment BB” since any minimum shipment amounts will be set forth in Contractor’s Response. “Special terms and conditions” is not a defined term and it is not clear what terms and conditions it is intended to reference. 19. INSPECTIONS (2nd sentence) – Sprint respectfully takes exception to certain language in the second sentence and requests that it be modified as follows: “If the Buyer finds goods furnished to be incomplete or in non-compliance with bid specifications, the Buyer may reject the goods and require Contractor to either correct them without charge or deliver them at a reduced price which is equitable under the circumstances.” Equitable adjustment is not an appropriate remedy for the types of goods that Sprint is providing. Buyers have adequate remedies elsewhere under this Contract. 19. INSPECTIONS (last sentence) – Sprint respectfully takes exception to the last sentence of this section and requests that it be deleted in its entirety. The remedies under the Uniform Commercial Code are superseded by the terms and conditions of this Contract and are not applicable. 20(b) Inspection & Audit - Sprint respectfully proposes the following clarifications/modifications to this provision to make this provision consistent with what the parties agreed to in the existing 1523 contract and to provide a reasonable limit on the frequency of audits:

20(b) Inspection & Audit - Contractor agrees that the relevant books, records (written, electronic, computer related or otherwise), including, without limitation, relevant accounting procedures and practices of Contractor or its subcontractors, financial statements and supporting documentation, and documentation related to the work product shall be subject, during Contractor’s normal business hoursat any reasonable time, to inspection, examination, review, audit, and copying at any office or location of Contractor where such records may be found, upon reasonable prior written notice with or without notice by WSCA; the United States Government; the State Auditor or its contracted examiners, the Department of Administration, Budget Division, the Nevada State Attorney General's Office or its Fraud Control Units, the State Legislative Auditor, and with regard to any federal funding, the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of the Inspector General, or any of their authorized representatives (collectively, “Auditors”). All subcontracts shall reflect requirements of this paragraph. Further, due to the highly sensitive and proprietary nature of Contractor’s records, any third party auditor acting on behalf of one or more of the Auditors shall be subject to prior approval by Contractor and may be required at Contractor’s sole discretion to execute Contractor’s standard non-disclosure agreement prior to examining, inspecting, copying or auditing Contractor’s records. Lead State may request an audit once


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during every contract year. 20(c) Period of Retention - Sprint respectfully proposes the following clarifications/modifications to this provision in order to provide Sprint reasonable notice of either the use of Federal funds or the existence of an audit or litigation. c. Period of Retention All books, records, reports, and statements relevant to this contract must be retained a minimum four (4) years after the contract terminates or or until all audits initiated within the four (4) years have been completed, whichever is later, and for five (5) years if any federal funds are used in the contract and Contractor has been provide prior written notice of the use of such Federal funds. The retention period runs from the date of payment for the relevant goods or services by the State, or from the date of termination of the Contract, whichever is later. Retention time shall be extended when Contractor has been provide written notice that an audit is scheduled or in progress for a period reasonably necessary to complete an audit and/or to complete any administrative and judicial litigation which may ensue. 21. CONTRACT TERMINATION. – Sprint respectfully takes exception to the first paragraph of this section and requests that it be deleted in its entirety. Sprint requests a specified cure period, mutual default rights and additional detail regarding different default scenarios.

Any of the following events shall constitute cause for WSCA to declare Contractor in default of the contract: (1) nonperformance of contractual requirements; and/or (2) a material breach of any term or condition of this contract. WSCA shall issue a written notice of default providing a period in which Contractor shall have an opportunity to cure. Time allowed for cure shall not diminish or eliminate Contractor’s liability for liquidated or other damages. If the default remains, after Contractor has been provided the opportunity to cure, WSCA may do one or more of the following: (1) exercise any remedy provided by law; (2). terminate this contract and any related contracts or portions thereof; (3) impose liquidated damages; and/or (4) suspend Contractor from receiving future bid solicitations. Sprint respectfully proposes the following alternative language which

is consistent with what the parties’ agreed to in the existing contract 1523. a. Termination Without Cause. Any discretionary or vested right of renewal notwithstanding, this Contract may be terminated as between Contractor and any individual Buyer upon written notice by mutual consent of both parties, or unilaterally by either party without cause, in accordance with Section 4 of this Contract. b. State Termination for Non-appropriation. The continuation of this Contract beyond the then current contract year is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the applicable State or local legislature and/or federal sources. The Buyer may terminate this Contract as between Contractor and such Buyer, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Buyer’s funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired. The termination right under this subparagraph (b) shall not be applicable to any Eligible Non-Profit Participating Entities and may not be utilized by such non-profit entities. c. Cause Termination for Default or Breach. A default or breach may be declared with or without termination. This Contract may be terminated by


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either party upon written notice of default or breach to the other party as follows:

i. If Contractor fails to provide or satisfactorily perform any of the conditions, work, deliverables, goods, or services called for by this Contract within the time requirements specified in this Contract or within any granted extension of those time requirements; or ii. If any state, county, city or federal license, authorization, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract is for any reason denied, revoked, debarred, excluded, terminated, suspended, lapsed, or not renewed; or iii. If the Buyer materially breaches any material duty under this Contract and any such breach impairs Contractor's ability to perform; or iv. If it is found by the Buyer that any quid pro quo or gratuities in the form of money, services, entertainment, gifts, or otherwise were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of the State of Nevada with a view toward securing a contract or securing favorable treatment with respect to awarding, extending, amending, or making any determination with respect to the performing of such contract; or v. If it is found by the State that Contractor has failed to disclose any material conflict of interest relative to the performance of this Contract.

d. Time to Correct. Termination upon a declared default or breach may be exercised only after service of formal written notice as specified in paragraph four (4), and the subsequent failure of the defaulting party within thirty (30) calendar days of receipt of that notice to provide evidence, satisfactory to the aggrieved party, showing that the declared default or breach has been corrected. 23. LIMITED LIABILITY – Sprint respectfully proposes the following modifications and clarifications, the majority of which are consistent with existing Contract 1523 and other recent contracts between Sprint and Lead State. Sprint also seeks to clarify and make the language consistent with Sprint’s current risk management policies. 23. LIMITED LIABILITY. Nevada will not waive and intends to assert available NRS chapter 41 liability limitations in all cases. Contract liability of both parties shall not be subject to punitive damages. Liquidated damages shall not apply unless otherwise specified in the incorporated attachments. Damages for any breach by the Lead State shall never exceed the amount of funds appropriated for payment under this contract, but not yet paid to Contractor, for the fiscal year budget in existence at the time of the breach. Damages for any Contractor breach shall not exceed 150125% of the contract maximum “not to exceed” value between Contractor and the applicable individual Buyer; provided, however, that if no “not to exceed” value is specified than Contractor’s maximum liability shall be one million dollars ($1,000,000). Contractor’s tort liability shall be limited to 100% of the contract maximum “not to exceed” value between Contractor and the applicable individual Buyer; provided, however, that if no “not to exceed” value is specified than Contractor’s maximum liability shall be one million dollars ($1,000,000). not be limited As further clarification, Contractor’s tort liability shall not be limited as it relates to Contractor’s


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indemnification obligations under this Contract and for any damages related to death or serious bodily injury. Notwithstanding anything in this Contract to the contrary, and in addition to the preceding limitations referenced above, Contractor’s liability shall be limited as follows:

i. For any claims whatsoever arising from or related to service disruption, regardless of the causes (“Service Disruption”), Contractor’s sole liability is limited to a credit allowance equal to the proportionate charge to the Buyer for the period of the Service Disruption. Service Disruptions do not include unavailability of the Service during periods of scheduled or unscheduled network maintenance. ii. In no event is Contractor liable for any consequential, special, incidental, indirect, exemplary or punitive damages, nor for lost profits, loss of business, loss of data, loss of use, or lost savings or increased cost of operations, sustained by a Buyer or any third parties in connection with this contract.

24. FORCE MAJEURE – Sprint respectfully takes exception to the last sentence of this section and requests that it be deleted. An excusable delay (such as Force Majeure) should not be a separate basis for termination. Buyers are adequately protected by the other termination rights in Section 21. 25. INDEMNIFICATION – Sprint respectfully proposes the following modifications and clarifications, the majority of which are consistent with existing Contract 1523 and other recent contracts between Sprint and Lead State. Sprint also seeks to clarify and make the language consistent with Sprint’s current risk management policies. In addition, the last sentence of this Section is redundant and inconsistent with the preceding portions of the section. 25. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless and defend, not excluding the State's or applicable Buyer’s right to participate, Nevada or the applicable Buyer from and against all third party claims for liability, claims, actions, damages, losses, and expenses, including, without limitation, reasonable attorneys' fees and costs, arising directly from Contractor’s performance of the Contract and relating to personal injury, death or damage o tangible personal property that is alleged to have resulted, in whole or in part, from the gross negligence or willful misconduct out of any alleged negligent or willful acts or omissions of Contractor, its officers, employees and authorized agents. The Contractor shall release, protect, indemnify and hold WSCA and the respective states and their officers, agencies, employees, harmless from and against any damage, cost or liability, including reasonable attorney’s fees for any or all injuries to persons, property or claims for money damages arising from acts or omissions of the contractor, his employees or subcontractors or volunteers. 26. INSURANCE – Sprint respectfully takes exception and requires the following modifications to the insurance requirements in order to comply with the requirements and practices of Sprint’s insurers and the requirements of Sprint’s internal risk management policies. Sprint is not able to provide notice of termination or non-renewal prior to the date of such occurrence. Sprint does not maintain policies that cover Title VII actions. Sprint cannot give WSCA or any other customer or collection of customers approval rights over deductibles or retention amounts. There is no definition of material change in any insurance policy form, therefore Sprint and its insurers cannot agree to give notice upon the occurrence of such a contingency. Accordingly, Sprint requests the


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following modifications to this section:

“Until such time as the insurance is no longer required by the Lead State, Contractor shall provide the Lead State with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration or replacement of the required insurance.”

2) Coverage shall be on an occurrence basis and shall be at least as broad as ISO 1996 form CG 00 01 (or a substitute form providing equivalent coverage); and shall cover liability arising from premises, operations, independent contractors, completed operations, personal injury, products, civil lawsuits, Title VII actions and liability assumed under an insured contract (including the tort liability of another assumed in a business contract).

d. Deductibles and Self-Insured Retentions: Insurance maintained by Contractor shall apply on a first dollar basis without application of a deductible or self insured retention unless otherwise specifically agreed to by the Lead State or Participating States. Such approval shall not relieve Contractor from the obligation to pay any deductible or self insured retention. Any deductible or self-insured retention shall not exceed five thousand dollars ($5,000.00) per occurrence, unless otherwise approved. e. Policy Cancellation: Except for ten (10) days notice for non-payment of premium, each insurance policy shall be endorsed to state that; without thirty (30) days prior written notice to the Lead State, the policy shall not be canceled, or non-renewed or coverage and /or limits reduced or materially altered, and shall provide that notices required by this paragraph shall be sent by certified regular mailed to the address identified on page 1 of the contract. 27. COMPLIANCE WITH LEGAL OBLIGATIONS – Sprint respectfully requests the following clarification be inserted into the last sentence of this provision since the cited statute is Nevada-specific: “The Lead State may set-off against consideration due any delinquent government obligation owed to the Lead State in accordance with NRS 353C.190.” 30. ASSIGNMENT – Sprint proposes the following modifications and clarifications, the majority of which are consistent with existing Contract 1523 and other recent contracts between Sprint and Lead State. 30. ASSIGNMENT/DELEGATION. To the extent that any assignment of any right under this contract changes the duty of either party, increases the burden or risk involved, impairs the chances of obtaining the performance of this contract, attempts to operate as a novation, or includes a waiver or abrogation of any defense to payment by State, such offending portion of the assignment shall be void, and shall be a breach of this contract. Contractor Neither party shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of the other partyWSCA Contract Administrator, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Contractor may assign this contract to any parent, subsidiary or affiliate of Contractor or to any purchaser of all or substantially of Contractor’s assets upon written notice to the other party. 31. OWNERSHIP OF PROPRIETARY INFORMATION – Sprint respectfully takes exception and proposes the following modifications and clarifications based on the fact that Sprint is not creating any "works for hire" for WSCA or the Buyers, and Sprint must retain all rights in Sprint’s (and its contractor’s)


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intellectual property utilized in contract performance. WSCA should provide a specific listing of "works for hire" for Sprint’ review that are being created or otherwise identify the exact intellectual property that it believes should be transferred from Sprint to WSCA or Buyers under the Contract. Certain of Sprint’s modifications and clarifications are also consistent with existing Contract 1523. 31. OWNERSHIP OF PROPRIETARY INFORMATION. Any report or other documents, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under the contract and specifically identified as a deliverable in Attachment [__] to the Contract), or any other documents or drawings, prepared or in the course of preparation by Contractor (or its subcontractors) in performance of its obligations under this contract shall be the exclusive property of WSCA and all such materials shall be delivered into WSCA possession by Contractor upon completion, termination, or cancellation of this contract; provided, however, that Contractor shall retain a non-exclusive perpetual license to utilize such reports and documents for its business purposes. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than performance of Contractor's obligations under this contract without the prior written consent of WSCA. Notwithstanding the foregoing, WSCA shall have no proprietary interest in any materials licensed for use that are subject to patent, trademark or copyright protection. Contractor shall retain ownership rights on any documents prepared specifically for the any Buyer that include Contractor’s proprietary or confidential information, which will include, but not be limited to, invoicing and records. All intellectual property rights in the Products and Services remain in and/or are assigned to Contractor. In no event shall Contractor be precluded from developing for itself, or for others, products, services or materials that are competitive with, or similar to, the Products and Services provided under this Contract. In addition, Contractor shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how and techniques within the scope of its business practices that are used in the course of providing the Products and Services to the Customer. 32. PATENTS, COPYRIGHTS, ETC. – Sprint proposes the following modifications and clarifications, which are generally consistent with existing Contract 1523 between Sprint and Lead State and required by Sprint’s current risk management policies. 32. PATENTS, COPYRIGHTS, ETC. The Contractor shall release, indemnify and defendhold WSCA, the State, and Participating States and their officers, agents and employees against third party claims enforceable in the United States alleging that Services as provided infringe any third party United States patent or copyright or contain misappropriated third party trade secrets. Contractor’s obligations under this section will not apply to the extent that the infringement or violation is caused by (i) functional or other specifications that were provided by or requested by the applicable indemnified party; or (ii) the indemnified party’s continued use of infringing Services after Contractor provides reasonable notice to the indemnified party of the infringement. For any third party claim that Contractor receives, or to minimize the potential for a claim, Contractor may, at its option and expense, either: (A) procure the right for indemnified party to continue using the Services; (B) replace or modify the Services with comparable Services; or (C) terminate the Services. The


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provisions of this Section state the entire liability and obligations of Contractor and any of its affiliates or licensors, and the exclusive remedy of the indemnified parties, with respect to any actual or alleged infringement in whole or in part, of any patent, copyright, trade secret, trademark or other intellectual property right by the Services. harmless from liability of any kind or nature, including the Contractor’s use of any copyrighted or un-copyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in the performance of this contract. 34. CONFIDENTIALITY. – Sprint respectfully proposes the following clarifications and modifications, which are generally accepted exceptions to the definition of confidential information. 34. CONFIDENTIALITY. Contractor shall keep confidential all information, in whatever form, produced, prepared, observed or received by Contractor to the extent that such information is confidential by law or otherwise required by this contract. otherwise designated in writing as such. The foregoing restrictions on use and disclosure of confidential information do not apply to information that: (a) is in the possession of Contractor at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the Contractor; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the Contractor without reference to the confidential information; or (e) is require to be disclosed by law, regulation, or court or government order. 35. NONDISCRIMINATION. – Sprint respectfully proposes the following typographical correction to the last sentence of this section: “Contractor must include this provision in everyvery subcontract relating to purchases by the States to insure that subcontractors and vendors are bound by this provision.” 39. WARRANTIES. – Sprint respectfully takes exception to these warranty provisions and proposes the following alternative below, which is generally consistent with existing Contract 1523 between Sprint and Lead State. Sprint is not the manufacturer of the Equipment and is not in a position to offer its own independent warranties on the equipment. As a provider of telecommunications “Service”, rather than a purchased “System”, most RFP warranty requirements do not apply. Wireless services do not perform in precisely the same manner as non-wireless landline telephone services. Accordingly, Sprint does not guarantee coverage in any specific area at any specific time. Coverage shown on a coverage map is a general prediction of coverage, and does not guarantee that coverage will be available at all covered geographic areas at all times. Wireless coverage is impacted by, among other things, terrain, weather, antenna location, system modification, foliage and man-made structures (such as buildings), and therefore cannot be predicted precisely at all times. 39. WARRANTIES. Contractor does not manufacture Products and offers no warranty on any Products beyond the manufacturer’s warranty provided directly from the manufacturer to the Buyer upon receipt of the Products. Except as, and then only to the extent, expressly provided in this Contract, Products and Services are provided “as is.” Contractor disclaims all express or implied warranties and in particular disclaims all warranties of merchantability, fitness for a particular purpose, and warranties related to equipment, material, services, or software.


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a. Uniform Commercial Code. The Contractor acknowledges that the Uniform Commercial Code applies to this contract. In general, the contractor warrants that: (a) the product will do what the salesperson said it would do, (b) the product will live up to all specific claims that the manufacturer makes in their advertisements, (c) the product will be suitable for the ordinary purposes for which such product is used, (d) the product will be suitable for any special purposes that the Buyer has relied on the Contractor’s skill or judgment to consider. b. General Warranty. Contractor warrants that all services, deliverables, and/or work product under this contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry; shall conform to or exceed the specifications set forth in the incorporated attachments; and shall be fit for ordinary use, of good quality, with no material defects. c. System Compliance. Contractor warrants that any information system application(s) shall not experience abnormally ending and/or invalid and/or incorrect results from the application(s) in the operating and testing of the business of the State. This warranty includes, without limitation, century recognition, calculations that accommodate same century and multicentury formulas and data values and date data interface values that reflect the century.

42. POLITICAL SUBDIVISION PARTICIPATION - Sprint respectfully proposes the follow clarifications and modifications to this section for the purpose of clarifying that in addition to participation by political subdivisions of WSCA Participating States, eligible political subdivisions and Eligible Non-Profit Entities may sign their own Participating Addendums.

42. POLITICAL SUBDIVISION PARTICIPATION. Participation under this contract by eligible Buyers (including, but not limited to, political subdivisions (i.e., colleges, school districts, counties, cites, etc.,) of the WSCA Participating States)) shall be voluntarily determined by the political subdivision. The Contractor agrees to supply the political subdivisions based upon the same terms, conditions and prices.

This Contract is entered into by the Lead State on its own behalf and at the request of and for the benefit of: (i) WSCA; (ii) the Participating State(s); and (iii) all other eligible entities, including, but not limited to, Eligible Non-Profit Entities that qualify as “Buyers” under this Contract, whether by executing a Participating Addendum or by purchasing under another Buyer’s existing Participating Addendum where authorized to do so. Each of the entities above is referred to herein individual as an "Participating Entity” or collectively as the “Participating Entities.”

44. GOVERNING LAW; JURISDICTION. - Sprint respectfully proposes the follow clarifications and modifications to this section for the purpose of clarifying that in addition to participation by political subdivisions of WSCA Participating States, eligible political subdivisions and Eligible Non-Profit Entities may sign their own Participating Addendums. 44. GOVERNING LAW; JURISDICTION. This contract and the rights and obligations of the parties hereto shall be governed and construed in accordance with the laws of the state of Nevada, without giving effect to any principle of conflict-of-law that would require the application of the law of any other


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jurisdiction. The parties consent to the exclusive jurisdiction of the First Judicial District Court, Carson City, Nevada for enforcement of this contract. The construction and effect of any Participating Addendum or order against the contract(s) shall be governed by and construed in accordance with the laws of the Participating State or the laws of the State in which the applicable Participating Entity is located if such entity is not a State. Venue for any claim, dispute or action concerning an order placed against the contract(s) or the effect of a Participating Addendum or shall be in the Purchasing State or in the State in which the applicable Participating Entity is located if such entity is not a State.

Attachment I 49 Sprint has read and understands that additional states and eligible participating entities may be added with the consent of the Contractor through execution of a Participating Addendum. It is Sprint’s understanding that Attachment I – Model Participating Addendum is an optional use, sample template and that Contractor may in its discretion develop a unique Contractor Participating Addendum template.

Attachment J 50 Sprint respectfully takes exception to the statement in the third sentence of the Attachment J cover page to the extent it requires the Lead State’s consent or approval of individual Participating Addendums signed between Contractor and other eligible entities. The Lead State’s consent or approval of individual Participating Addendums is neither necessary nor practical given the expected high volume of Participating Addendum’s to be executed. Accordingly, the words “and Lead State” should be deleted from this sentence. In addition, Sprint requests that it be clarified that additional states “and other eligible participating entities” may be added with the consent of the Contractor through execution of a Participating Addendum. Finally, Sprint also would like to clarify that the numerous local government entities currently participate in the current contract through individual Participating Addendums and that the list of current states should not be considered an inclusive list of all currently participating entities that have signed Participating Addendums.

Attachment K 51 To the extent Sprint has clarified or taken exception to a term in the Participating Addendum or proposed additional State terms and conditions, such comments have been included only after careful consideration of the WSCA 1907 RFP requirements, Sprint’s corporate policies, and applicable law. The absence of a response in relations to a particular provision indicates our present acceptance of that provision as it appears in the States Unique Terms and Conditions section of WSCA 1907 RFP; provided, however, that as noted in Amendment No. 2 to the RFP, there may be a significant time lag between the WSCA RFP 1907 due date and the date that Sprint and the individual participating states begin discussing the terms of the new Participating Addendums. In addition, Sprint’ acceptance or rejection of certain proposed State-specific terms and conditions may be conditioned upon the ultimate outcome of Sprint’s negotiations with WSCA of the proposed WSCA Statewide Master Service Agreement For Services of Independent Contractor, as modified by Sprint’s Response (“Proposed WSCA MSA”). Accordingly, Sprint reserves the right to raise additional exceptions in its negotiations with individual Participating States based on intervening circumstances. Sprint has made a good faith effort to respond to all the States Unique Terms and Conditions to the best of its ability and present knowledge. If Sprint is awarded the WSCA contract, Sprint will negotiate in good faith to execute a definitive Participating Addendum with each of the Participating States for the products and services contemplated by the WSCA 1907 RFP that will incorporate elements of the WSCA 1907 RFP, Sprint’s RFP responses, the Proposed WSCA MSA, and any additional commercially reasonable terms and conditions negotiated by the


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parties.

STATE OF MONTANA ACCESS AND RETENTION OF RECORDS: - Sprint’s access policies and retention of billing records shall be in accordance with State law, subject to the terms and conditions of the Proposed WSCA MSA, which Sprint believes adequately addresses the State’s requirements. ASSIGNMENT, TRANSFER AND SUBCONTRACTING: - Assignment, Transfer and Subcontracting shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to this requirement. CONTRACT TERMINATION: Reduction of Funding. – Sprint has read, understands and will comply, subject to the notice requirements of the Proposed WSCA MSA.

STATE OF OREGON 1. Scope: (1st bullet) – Sprint respectfully takes exception to this requirement. Sprint offers priority service plans/programs to certain public safety customers, which the State may elect to participate in. In addition, Federal law may in certain circumstances require that priority be given to certain Federal agencies. (3rd Bullet) – Sprint respectfully takes exception to this requirement due to the intent of the requirement not being clear. Sprint is willing to discuss and attempt to address the State’s concerns on this issue once Sprint receives additional clarification from the State. 5. Subcontractors: - Subcontracting is addressed in the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to this requirement. Sprint is willing to discuss and attempt to address the State’s concerns on this issue once Sprint receives additional clarification from the State regarding the State’s definition of subcontractors and requirements related to subcontractors under the Participating Addendum. -– Since Sprint agrees that it will assume all responsibility for its subcontractors, Sprint does not agree with State’s right to approve or reject Sprint subcontractors or subcontractor personnel, nor does Sprint agree to provide details of the terms and conditions of the agreement between it and subcontractors. As prime vendor, Sprint is responsible for overall service performance and requires the ability to manage its subcontractors as necessary to fulfill the overall service performance if and when a subcontractor is required. - As additional clarification, Sprint does not consider local exchange carriers to be Sprint subcontractors and will not be responsible for the actions or inactions of access providers. In addition, Sprint does not consider the State’s subcontractor approval rights or other subcontractor requirements set forth in an RFP or any resulting contract to be applicable to any agreements, subcontracts or other business arrangements between Sprint and its Affiliates, roaming partners, suppliers, subcontractors or any third-parties relating to the provision of any Products or Services purchased or used by the State (collectively, “General Supply & Support Agreements”) where such General Supply and Support Agreements were entered into for the purpose of providing Products and Services to Sprint customers generally (as opposed to specifically for the State).


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8. Order of Precedence: - Sprint respectfully takes exception to this provision. Sprint requires that the Proposed WSCA MSA be first in the contract order of precedence. - Sprint respectfully takes exception to the Paragraph (b) of this section and requests that it be deleted as not necessary and potentially confusing as to the future interpretation of the Participating Addendum and Proposed WSCA MSA. 9. Vendor Collected Administration Fee: _____ % - Sprint is unable to agree or take exception to this requirement without knowing the proposed amount of the Vendor Administration Fee. Any Vendor Administrative Fee shall be calculated in accordance with the methodology in the Proposed WSCA MSA, and shall be subject to the terms and conditions of the Proposed WSCA MSA. OREGON EXHIBIT No. 1 Participating State Modifications or Additions to Master Agreement No. _______ 2.3 Verification of Purchasing Entities. – Sprint has read, understands and will comply, subject to the following: Contractor’s verification obligations are limited to confirming eligibility of Purchasing Entities against the specified websites. Contractor shall not be liable to State or deemed in breach of the Participating Addendum if Contractor provides Goods and Services to an ineligible entity based on errors or omissions in the specified on-line databases. 3. Goods and Services. - Sprint respectfully takes exception to Section 3.1 and 3.2 in their entirety and requests that they be deleted. All warranty and service level guarantees and standards, if any, shall be in accordance with the Proposed WSCA MSA. - Sprint does not manufacture equipment and offers no warranty on any equipment beyond the manufacturer’s warranty provided directly from the manufacturer to Customer upon receipt of the equipment. Except as, and then only to the extent, expressly provided in the Proposed WSCA MSA, Sprint products and services are provided “as is.” Sprint disclaims all express or implied warranties and in particular disclaims all warranties of merchantability, fitness for a particular purpose, and warranties related to equipment, material, services, or software. -Wireless services do not perform in precisely the same manner as non-wireless landline telephone services. Accordingly, Sprint does not guarantee coverage in any specific area at any specific time. Coverage shown on a coverage map is a general prediction of coverage, and does not guarantee that coverage will be available at all covered geographic areas at all times. Wireless coverage is impacted by, among other things, terrain, weather, antenna location, system modification, foliage and man-made structures (such as buildings), and therefore cannot be predicted precisely at all times. Sprint’s sole liability arising from or related to Service disruption, regardless of the cause, is limited to a credit allowance equal to the proportionate charge to Customer for the period of the Service disruption. Service disruptions do not include unavailability of the Service during periods of scheduled or unscheduled network maintenance. 4. Payment Provisions. – Payment, invoices, disputes, taxes and surcharges are addressed in the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to this section its entirety. Sprint is willing to discuss and attempt to address any State invoicing specifics; provided, however, that Sprint shall not be obligated to provide any custom invoicing that Sprint determines in its


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discretion are impractical or unduly burdensome to Sprint from an operational, financial or system limitation basis. 6. Volume Sales Reports (VSRs) and Vendor Collected Administrative Fee (VCAF). 6.1 Volume Sales Reports (VSRs). – Sprint respectfully takes exception to any reporting requirements that differ from Sprint’s existing reporting to the State under the parties’ existing Participating Addendum. Notwithstanding anything in the State’s requirements to the contrary, Sprint shall not be obligated to provide any custom reports that Sprint determines in its discretion are impractical or unduly burdensome to Sprint from an operational, financial or system limitation basis 6.2 Vendor Collected Administrative Fee (VCAF). - Sprint has read, understands and will comply, subject to the Administrative Fee being calculated in accordance with the methodology in the Proposed WSCA MSA, and being subject to the terms and conditions of the Proposed WSCA MSA. Sprint respectfully takes exception to any reporting requirements that differ from Sprint’s existing reporting to the State under the parties’ existing Participating Addendum. Notwithstanding anything in the State’s requirements to the contrary, Sprint shall not be obligated to provide any custom reports that Sprint determines in its discretion are impractical or unduly burdensome to Sprint from an operational, financial or system limitation basis 6.3 Audit. – Audits shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to this requirement. 7. Warranties. Warranties, if any, shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to these requirements in their entirety. 8. Indemnities. Indemnities shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to these requirements in their entirety. 9. Term and Termination of Participating Addendum. 9.2 Termination. – Sprint has read, understands and will comply, subject to the applicable notice and cure requirements for termination as set forth in Proposed WSCA MSA. 10. Termination of Individual Purchase Orders. – Sprint has read, understands and will comply, subject to the applicable notice and cure requirements for termination as set forth in Proposed WSCA MSA. 14. Notices. – Sprint respectfully takes exception to the use of facsimile for official notices. 21. Access to Records. – Access to records and audits shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to this requirement. 24. Insurance. / Exhibit 2 – Sprint respectfully takes general exception to the insurance requirements since of the required boxes are checked and Sprint is not certain whether some, all or none of the insurance requirements would apply. - Sprint respectfully takes exception to the phrase “and that are acceptable to


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DAS SPO” in the last sentence of the first Paragraph of Exhibit 2. This is an unreasonably vague requirement. Sprint is not able to switch insurers based on the State’s demand. Sprint will agree that its insurers will have an A.M. Best rating of A-, VII or better. - ii. Professional Liability: Sprint respectfully takes exception to this requirement. Sprint does not maintain professional liability coverage and such coverage is not applicable to the products and services Sprint is offering to the State. - v. Pollution Liability: Sprint respectfully takes exception to this requirement. Sprint does not maintain pollution liability coverage and such coverage is not applicable to the products and services Sprint is offering to the State. - Sprint respectfully takes exception to the “Per occurrence limit for multiple claimants” requirements for CGL and Auto. Sprint’s CGL and Auto policies have a $2,000,000 per occurrence limit. - D. Notice of Cancellation or Change: Sprint respectfully takes exception to the phrase “material change, potential exhaustion of aggregate limits or non-renewal” due to the fact that these are not defined terms under Sprint’s policy forms. Sprint’s insurer will only provide notice of cancellation. Exhibit No. 3 – Taxes, Fees and Surcharges – Sprint respectfully takes exception to this provision and proposes the following alternative: Sprint will recognize and honor all validly and properly issued and executed tax exemption certificates delivered by the State and will not bill the State for any such exempted taxes. Sprint's rates and charges for products and services do not include taxes. The State will pay all applicable taxes for which it does not hold a valid tax exemption, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, national taxes or assessments imposed on or based upon the provision, sale or use of products and services. Notwithstanding any other provision of the Agreement, if the State’s jurisdiction requires the State to deduct or withhold separate taxes from any amount due to Sprint, the State must notify Sprint in writing. Sprint will then increase the gross amount of the State's invoice so that, after the State’s deduction or withholding for taxes, the net amount paid to Sprint will not be less than the amount Sprint would have received but for the deduction or withholding.

STATE OF UTAH 3) Records Administration - Access to records and audits shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to this requirement. - Sprint also respectfully takes exception to the “monitoring of services” requirement as such a requirement is not applicable to the products and services being offered by Sprint. Sprint own and/or operate various facilities at numerous locations nationwide to provide telecommunications services throughout the United States. Therefore, it is unclear to Sprint what facilities the State contemplates inspecting and/or monitoring pursuant to this provision. Accordingly, Sprint shall comply by making its facilities available for inspection at reasonable times in the ordinary course of business subject to the following: (a) the State shall identify the facilities that may be subject to inspection under the contract; (b) such inspections shall be reasonably limited in geographic scope and shall only pertain to facilities which are directly related to Sprint’s performance of this contract; (c) the State shall provide reasonable prior written notice of any inspections; and (d) Sprint reserves the right to pre-


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approve and require any designees or representatives who are not employees of the State to enter into a confidentiality agreement as a condition of access to and inspection of such facilities. 4.1 Status Verification System: Sprint has read, understands and will comply, subject to the following clarification: - Sprint does not consider local exchange carriers to be Sprint subcontractors and will not be responsible for the actions or inactions of access providers. In addition, Sprint does not consider the State’s referenced subcontractor requirements to be applicable to any agreements, subcontracts or other business arrangements between Sprint and its Affiliates, roaming partners, suppliers, subcontractors or any third-parties relating to the provision of any Products or Services purchased or used by the State (collectively, “General Supply & Support Agreements”) where such General Supply and Support Agreements were entered into for the purpose of providing Products and Services to Sprint customers generally (as opposed to specifically for the State). 7) TERMINATION: Termination shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to this requirement. 9) TAXES: – Sprint respectfully takes exception to this provision and proposes the following alternative: Sprint will recognize and honor all validly and properly issued and executed tax exemption certificates delivered by the State and will not bill the State for any such exempted taxes. Sprint's rates and charges for products and services do not include taxes. The State will pay all applicable taxes for which it does not hold a valid tax exemption, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, national taxes or assessments imposed on or based upon the provision, sale or use of products and services. Notwithstanding any other provision of the Agreement, if the State’s jurisdiction requires the State to deduct or withhold separate taxes from any amount due to Sprint, the State must notify Sprint in writing. Sprint will then increase the gross amount of the State's invoice so that, after the State’s deduction or withholding for taxes, the net amount paid to Sprint will not be less than the amount Sprint would have received but for the deduction or withholding. 12) REPORTS AND FEES: Sprint has read, understands and will comply, subject to the Administrative Fee being calculated in accordance with the methodology in the Proposed WSCA MSA, and being subject to the terms and conditions of the Proposed WSCA MSA. Sprint respectfully takes exception to any reporting requirements that differ from Sprint’s existing reporting to the State under the parties’ existing Participating Addendum. Notwithstanding anything in the State’s requirements to the contrary, Sprint shall not be obligated to provide any custom reports that Sprint determines in its discretion are impractical or unduly burdensome to Sprint from an operational, financial or system limitation basis 15) PUBLIC INFORMATION: Sprint respectfully takes exception to the last sentence of this provision. The State shall protect properly identified confidential and proprietary information to the fullest extent possible pursuant to such applicable law and shall not publish, duplicate, use and disclose such information except as may be required by law. “have ten (10) days thereafter to correct the cited reporting or record


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keeping practice deficiencies.” - Sprint respectfully takes exception to this language and assumes it is a

typo since it does not appear to be connected to a particular provision. 19) CONTRACTOR ACCESS TO SECURE STATE FACILITIES / CRIMINAL CONVICTION INFORMATION / FORMER FELONS: Sprint respectfully takes exception to this provision as not being applicable to the Products and Services being proposed by Sprint. Sprint is not bidding on construction, alteration, maintenance or repair services; and therefore Sprint employees will have limited or no unescorted access to secure premises. 20) CONFIDENTIALITY – Sprint respectfully takes exception to this language and proposes the following alternative:

Commencing on the Effective Date of the contract between the parties and continuing for a period of three (3) years from the termination of the contract, each party shall protect as confidential, and shall not disclose to any third party, any Confidential Information received from the disclosing party or otherwise discovered by the receiving party during the Term of this contract, including but not limited to, the pricing and terms of the contract, and any information relating to the disclosing party’s technology, business affairs, and marketing or sales plans (collectively the “Confidential Information”). The parties shall use Confidential Information only for the purpose of this contract. Confidential Information must be clearly identified. Written Confidential Information must be clearly marked in a conspicuous place with an appropriate legend identifying the information as confidential. Confidential Information that is oral and not written must be identified as Confidential Information at the time of disclosure and confirmed in writing delivered to Recipient within 15 days following its disclosure. The protections of this Agreement will apply during those 15 days.

The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the Confidential Information; or (e) is require to be disclosed by law, regulation, or court or government order. 21) SECURE PROTECTION AND HANDLING OF DATA Network Security: - Sprint respectfully takes exception to these requirements as not being applicable to the products and services being offered by Sprint. Sprint’s network security and data protection measures meet or exceed industry standards. Sprint is willing to negotiate in good faith regarding commercially reasonable requirements the State may have. 22) NOTIFICATION AND DATA BREACHES – Sprint respectfully takes exception to the indemnification requirements of this provision. Indemnification and limitation of liability shall be in accordance with the Proposed WSCA MSA.

STATE OF ARIZONA Arizona provisions for WSCA Wireless Contracts (rev 3-3)


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1.1. Integration with the TEM. Sprint respectfully takes exception to this requirement and reserves the right to determine as the time of Participating Addendum negotiation whether its billing systems are compatible with the TEM system. 2.2. Statewide Pooled Plans. Sprint respectfully takes exception and reserves the right to negotiate directly with the State regarding any Pooled Plans. 2.3. Further Discounts and Volume Tiers. Sprint respectfully takes exception to this requirement. Discounts shall be in accordance with the Proposed WSCA MSA. Sprint also respectfully takes exception to this provision to the extent it requires Sprint to provide Most Favored Customer pricing. Sprint recognizes the State’s buying power and strives to provide the most competitive pricing available. However, offering true most favored customer pricing presents several challenges for Sprint: (i) as a common carrier, Sprint is prohibited by law from unreasonably discriminating between similarly situated customers; (ii) offering such pricing may trigger provisions in other Sprint agreements compelling Sprint to provide credits or rebates to other customers or categories of customers, which may not be commercially feasible, thereby placing Sprint in breach or default; and (iii) providing most favored customer pricing is against Sprint corporate policy. Sprint will continue to offer highly competitive pricing and discounts for its services in a manner in which the prices Sprint charges its customers for the same services are not unreasonably dissimilar for similarly situated customers with like traffic patterns, volumes, commitment levels and the like. ARIZONA UNIFORM TERMS AND CONDITIONS version 8 Definition of Terms 1.2: Contract: Sprint respectfully takes exception to this definition as it does not include the Proposed WSCA MSA, which is the basis of the Participating Addendum. Sprint requires that the Proposed WSCA MSA be include in the definition of contract and be first in the contract order of precedence. 1.11 Subcontract: Sprint has read, understands and will comply, subject to the following clarification: - Sprint does not consider local exchange carriers to be Sprint subcontractors and will not be responsible for the actions or inactions of access providers. In addition, Sprint does not consider the State’s referenced subcontractor requirements to be applicable to any agreements, subcontracts or other business arrangements between Sprint and its Affiliates, roaming partners, suppliers, subcontractors or any third-parties relating to the provision of any Products or Services purchased or used by the State (collectively, “General Supply & Support Agreements”) where such General Supply and Support Agreements were entered into for the purpose of providing Products and Services to Sprint customers generally (as opposed to specifically for the State). 2.1: Arizona Law: - Sprint respectfully takes exception to inclusion of the Uniform Commercial Code as being part of the applicable law governing the contract. The Proposed WSCA MSA and the terms and conditions negotiated between the parties shall take precedence over the UCC. 2.3: Contract Order of Precedence: Sprint respectfully takes exception to this definition as it does not include the Proposed WSCA MSA , which is the basis of the Participating Addendum. Sprint requires that the Proposed WSCA MSA be include in the definition of contract and be first in the contract order of precedence.


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3.1 Records - - Sprint’s access policies and retention of billing records shall be in accordance with State law, subject to the terms and conditions of the Proposed WSCA MSA, which Sprint believes adequately addresses the State’s requirements. 3.3 Audit - Sprint’s audit policies and retention of billing records shall be in accordance with State law, subject to the terms and conditions of the Proposed WSCA MSA, which Sprint believes adequately addresses the State’s requirements. 3.4 Facilities Inspection and Materials Testing - Sprint owns and/or operates various facilities at numerous locations nationwide to provide digital mobile wireless telecommunications services throughout the United States. Sprint does not manufacture any equipment. Therefore, it is unclear to Sprint what facilities the State contemplates inspecting pursuant to this provision. Accordingly, Sprint shall comply by making its facilities available for inspection at reasonable times in the ordinary course of business subject to the following: (a) State shall identify the facilities that may be subject to inspection under the contract; (b) such inspections shall be reasonably limited in geographic scope and shall only pertain to facilities which are directly related to Sprint’s performance of this contract; (c) State shall provide reasonable prior written notice of any inspections; and (d) Sprint reserves the right to pre-approve and require any designees or representatives who are not employees of State to enter into a confidentiality agreement as a condition of access to and inspection of such facilities. - Sprint respectfully takes exception to the last sentence of this requirement. The State, not Sprint, shall be responsible for the State’s costs of inspection and testing. 3.7 Property of the State – Sprint respectfully takes exception to these requirements as not being applicable to the products and services being offered by Sprint.

(a) The State’s rights in the products and services provided under this contract shall be for purposes of the State’s internal business only (which includes use by third parties doing business with the State, to the extent contemplated in the Proposed WSCA MSA and any applicable RFP) during the term of the agreement. All other intellectual property rights in the products and services remain in and/or are assigned to Sprint. Ownership of the underlying copyright in any such documents or materials used or created by Sprint in performance of the contract shall remain with Sprint, Sprint’s licensor or other third party licensor. In no event does the Customer obtain any ownership rights in the copyright to any materials, documents, recommendations, studies, plans, drawings, screen designs, screen outputs, and deliverables or to any third party software embedded in the Product and any elements of any software proprietary to Sprint.

(b) Where software is provided with a Product or Service, Customer is granted a non-exclusive and non-transferable license or sublicense to use the software, including any related documentation, solely to enable Customer to use the Products and Services in accordance with the applicable licensing requirements. Software licensing terms and conditions of Sprint’s software vendors are provided through click and use screens, shrink-wrap notices, physical copies delivered at the time of Product or Service installation, or copies posted by Sprint on its rates and conditions website


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(http://www.sprint.com/ratesandconditions). Sprint may suspend, block or terminate Customer’s use of any software if Customer fails to comply with any applicable licensing requirement.

(c) The parties shall cooperate with each other and execute such documents as may be deemed reasonably necessary to achieve the objectives of this provision. In no event shall Sprint be precluded from developing for itself, or for others, products, services, or materials that are competitive with, or similar to, the Products and services provided under this contract. In addition, Sprint shall be free to use its general knowledge, skills, and experience, and any ideas, concepts, know-how, and techniques within the scope of its business practices that are used in the course of providing the Products and services to the State.

3.8 Ownership of Intellectual Property – Sprint respectfully takes exception to these requirements as not being applicable to the products and services being offered by Sprint.

(a) The State’s rights in the products and services provided under this contract shall be for purposes of the State’s internal business only (which includes use by third parties doing business with the State, to the extent contemplated in the Proposed WSCA MSA and any applicable RFP) during the term of the agreement. All other intellectual property rights in the products and services remain in and/or are assigned to Sprint. Ownership of the underlying copyright in any such documents or materials used or created by Sprint in performance of the contract shall remain with Sprint, Sprint’s licensor or other third party licensor. In no event does the Customer obtain any ownership rights in the copyright to any materials, documents, recommendations, studies, plans, drawings, screen designs, screen outputs, and deliverables or to any third party software embedded in the Product and any elements of any software proprietary to Sprint.

(b) Where software is provided with a Product or Service, Customer is granted a non-exclusive and non-transferable license or sublicense to use the software, including any related documentation, solely to enable Customer to use the Products and Services in accordance with the applicable licensing requirements. Software licensing terms and conditions of Sprint’s software vendors are provided through click and use screens, shrink-wrap notices, physical copies delivered at the time of Product or Service installation, or copies posted by Sprint on its rates and conditions website (http://www.sprint.com/ratesandconditions). Sprint may suspend, block or terminate Customer’s use of any software if Customer fails to comply with any applicable licensing requirement.

(c) The parties shall cooperate with each other and execute such documents as may be deemed reasonably necessary to achieve the objectives of this provision. In no event shall Sprint be precluded from developing for itself, or for others, products, services, or materials that are competitive with, or similar to, the Products and services provided under this contract. In addition, Sprint shall be free to use its general knowledge, skills, and experience, and any ideas, concepts, know-how, and techniques within the scope of its business practices that are used in the course of providing the Products and services to the State.

3.12 Offshore Performance of Work Prohibited. Sprint is not in a position to agree that all employees and subcontractors who may perform services in support of Arizona will be located in the United States or will be U.S. citizens or provide any certification to that effect. However, Sprint is willing to


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negotiate in good faith regarding commercially reasonable personnel security provisions to be included in a final agreement with Arizona. 4.2 Delivery - Delivery shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to this requirement. 4.3 Applicable Taxes – Sprint respectfully takes exception to this provision and proposes the following alternative: Sprint will recognize and honor all validly and properly issued and executed tax exemption certificates delivered by the State and will not bill the State for any such exempted taxes. Sprint's rates and charges for products and services do not include taxes. The State will pay all applicable taxes for which it does not hold a valid tax exemption, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, national taxes or assessments imposed on or based upon the provision, sale or use of products and services. Notwithstanding any other provision of the Agreement, if the State’s jurisdiction requires the State to deduct or withhold separate taxes from any amount due to Sprint, the State must notify Sprint in writing. Sprint will then increase the gross amount of the State's invoice so that, after the State’s deduction or withholding for taxes, the net amount paid to Sprint will not be less than the amount Sprint would have received but for the deduction or withholding. 5.2 Subcontracts – Sprint respectfully takes exception to this provision. Since Sprint agrees that it will assume all responsibility for its subcontractors, Sprint does not agree with State’s right to approve or reject Sprint subcontractors or subcontractor personnel, nor does Sprint agree to provide details of the terms and conditions of the agreement between it and subcontractors. As prime vendor, Sprint is responsible for overall service performance and requires the ability to manage its subcontractors as necessary to fulfill the overall service performance if and when a subcontractor is required. As additional clarification, Sprint does not consider local exchange carriers to be Sprint subcontractors and will not be responsible for the actions or inactions of access providers. In addition, Sprint does not consider the State’s subcontractor approval rights or other subcontractor requirements set forth in an RFP or any resulting contract to be applicable to any agreements, subcontracts or other business arrangements between Sprint and its Affiliates, roaming partners, suppliers, subcontractors or any third-parties relating to the provision of any Products or Services purchased or used by the State (collectively, “General Supply & Support Agreements”) where such General Supply and Support Agreements were entered into for the purpose of providing Products and Services to Sprint customers generally (as opposed to specifically for the State). 6. Risk and Liability – Risk and liability shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to these requirements. 7. Warranties – Warranties, if any, shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to these requirements. 8.2 Stop Work Order – Sprint respectfully takes exception to these requirements as not being applicable to the products and services being offered by Sprint.


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Sprint is not proposing construction, maintenance or repair work related to State property. 8.4 Nonconforming Tender – Sprint respectfully takes exception to this requirement. Termination and remedies shall be in accordance with the Proposed WSCA MSA. - Sprint also respectfully takes exception to inclusion of the Uniform Commercial Code as being part of the applicable law governing the contract. The Proposed WSCA MSA and the terms and conditions negotiated between the parties shall take precedence over the UCC. 9.4 Termination for Convenience – Sprint has read, understands and will comply, subject to the notice requirements under the Proposed WSCA MSA relating to terminations for convenience. 9.4 Termination for Default – Termination for default, shall be in accordance with the Proposed WSCA MSA. Accordingly, Sprint respectfully takes exception to these requirements.

Amendment #2

1 Sprint has read and understands, and respectfully proposes the following clarification to this definition: “Participating Entity” shall be any Department, Division or Agency of the State of Nevada, participating NASPO/WSCA states, and authorized local entities, including Eligible Non-Profit Entities. The terms “Customer” and “Participating Entity” shall be interchangeable in this RFP.

ASSUMPTION SUMMARY FORM

RFP Section Number

RFP Page Number

Assumption (Complete detail regarding assumptions must be provided)

2 8 Roaming Agreement: Sprint assumes “us” is intended to be “use” in this definition.

3.3 11 Sprint is currently providing reporting required by WSCA to the Lead State of Nevada for each Participating Addendum executed by a Participating Entity. Sprint assumes that the required reporting by WSCA will continue to be compiled at the Participating Addendum level. Should WSCA require reporting at the billing account level, Sprint will meet with WSCA to discuss mutually agreed upon reporting data and formats.


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Tab VI Section 3 Scope of Work As requested in the RFP, we have responded to the requirements in RFP Section 3 Scope of Work in bold/italics. The WSCA RFP requirements are provided in regular font in this section.

3.1 General Requirements 3.1.1 Vendors may choose to submit a proposal on any or all listed services and/or equipment; each

band of service and/or equipment proposed upon must be submitted as a standalone proposal, i.e., a vendor that provides wireless voice service, broadband service, and equipment must submit three separate proposals, each clearly identifying compliance with each service band. A vendor proposing upon accessories/equipment/devices would submit only one proposal for that specific band of services. Each proposal will be evaluated individually as submitted for the specific band of services.

Sprint has read and understands. Per Amendment 2, #34, we have provided bids for each bands of service in one proposal. We have separated Band 1, Band 2 and Band 3 into separate tabs for easy evaluation.

3.1.2 Provide quality wireless voice services, wireless broadband services, equipment and accessories at the lowest cost available in a timely and efficient manner.

Sprint has been providing wireless services since 1993 and has provided these services to WSCA for over six years. We provide WSCA with aggressive service discounts, custom rate plans unique to WSCA, deep equipment discounts and an employee purchase program. We look forward to continuing our long standing relationship with WSCA.

Please see Attachment B1 in Tab V for Sprint’s additional exception to this requirement.

3.1.3 Provide secure online access for each participating entity representative to manage accounts and order services/accessories/equipment. Only the participating entity representative shall be allowed to manage accounts and service/equipment/accessory ordering. Vendor is responsible to keep the list of participating entity representatives current.

The WSCA online catalog can be found at: www.wscawireless.com, which is managed by our Business Solution Partner, Manage Mobility. They provide a customized eProcurement & Asset Management website designed to help WSCA members better manage and maximize their wireless portfolio. The portal provides real-time access to ordering, billing, account details, user data and other key information. WSCA members benefit from increased productivity and reduction in costs.

In addition to the WSCA portal, Manage Mobility also provides a toll free number (877)444-WSCA for end users and Sprint personnel to use for care support and device helpdesk services. Inquiries can also be submitted through our centralized email box ([email protected]) and a response is sent within two (2) business hours by email or by a dedicated Account Manager. We provide full support M-F, 8am-8pm EST and 24 hour on call support for issue escalation.

Manage Mobility also has a dedicated Program Manager for WSCA to ensure proper use of the contract. That person ensures proper funding documents are collected, approved and electronically stored as well as correct discounts are applied before the orders are submitted and all orders personnel is trained on proper WSCA policies. Quoting support is also given


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when needed. This person also updates process documents and makes sure all pricing and contract details are up to date.

“Mobile Device Compliance” (MDC) support is handled at Manage Mobility’s 19,000 sq. foot facility to ensure each device is kitted, staged and compliant with the end customers wireless policy pack. They charge all batteries, load and test applications, prepare customer specific labels and sponsor promotions such as free car chargers with new and upgraded devices.

Manage Mobility provides customized Wireless Manager tools (City manager, County Manager, State Manager, etc.) for each customer built to the specific needs of the customer to more effectively manage their accounts and track assets. We also provide Telecom Expense Management (TEM/WMM) services if needed to further optimize WSCA members’ cost savings.

Nationwide service delivery support is also given to help deploy large orders with ports, swaps, phone book transfers, device set up training and user training. Manage Mobility has a team of Business Development Managers in key Sprint markets to help support this process.

3.1.4 Vendors must commit to participate in the Federal Communications Commission’s E- Rate discount program established under authority of the Federal Telecommunications Commission Act of 1996. Participation in, and implementation of this program will be provided without the addition of any service or administration fee by the vendor. A statement of commitment is required.

Sprint has participated in the Federal Communications Commission’s (FCC) E-Rate program since its inception. Although Sprint provides a large menu of services within a single wireless handset, the eligibility of each service for E-Rate funding is dependent upon the evaluation and decision of the Schools and Libraries Division (“SLD”). The costs of cellular, Direct Connect, messaging and wireless data services are eligible for funding but the cost of equipment and the associated maintenance of that equipment are ineligible for E-Rate funding. Please note a separate application is required for Wireless Data Services. The specific technology deployed is not a factor in determining eligibility.

Customers seeking funds through the Universal Service Schools and Libraries E-Rate Program are subject to the Schools and Libraries Funding Programs Annex posted on Sprint’s Rates and Conditions website at http://www.sprint.com/ratesandconditions.

3.1.5 Use of these contracts is permissive.

Sprint has read and understands.

3.2 Administration of Contract(s) The following requirements apply to all contracts awarded as a result of this solicitation, regardless of whether a proposing vendor is awarded any one or all listed services and/or equipment.


3.2.1 Meet with lead States’ Purchasing Department representative on a semi-annual basis (once every six months) to evaluate and review:


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• Pricing/rates relative to prevailing full market pricing/promotions/solicitations;

• Actual billed charges relative to prevailing available full market pricing;

• Adjustments to maintain the original discount offered to the then prevailing available full market pricing; and

• Any other significant issue (service, billing or otherwise) that may need to be addressed.

Your Sprint Account Team will meet with WSCA every six months to evaluate the contract, newly available technologies and plans, and any other account issues.

Please see Attachment B1 in Tab V for Sprint’s exception to this requirement.

3.2.2 Complete the evaluation and review within twenty (20) business days. All changes/reductions to current agreement pricing shall be formalized by an Agreement Amendment to existing agreement. Agreement shall be retroactive to the date of the review.

It is Sprint’s understanding that Agreement amendments are only required for material changes, as they are today. For example, a written amendment would be required for contractual language in the Master Agreement including, but not limited to, changes in the percentage discount offered on services, a change in the scope of products offered under the Master Agreement and/or introduction of new technologies with additional product terms.

3.2.3 The Contractor(s) shall report contract utilization and pay an administrative fee of 1/10th of 1% (one-tenth of one percent) of the total wireless spend to WSCA, paid quarterly. The WSCA directors approved the level of the administration fee, and the fee is not negotiable. The administrative fee is to be paid quarterly within 60 days of the end of the quarter (See Attachment G for Reporting Schedule). In addition to the WSCA administrative fee, some WSCA and non-WSCA states may require that a fee be paid directly to the state on purchases made by procuring entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments shall be incorporated in a Participating Addendum that is made a part of the contracts. The Contractor(s) may adjust SES pricing accordingly for purchases made by procuring agencies within the jurisdiction of the state. Any such price adjustment shall not exceed the dollar value of the additional fee. All such agreements shall have no affect whatsoever on the WSCA fee or on the prices paid by the procuring agencies outside the jurisdiction of the state requesting the additional fee.

Please see Attachment B1 in Tab V for Sprint’s exception and clarifications to this requirement.

3.2.4 Administration fee checks will be made payable to WSCA, 3643 Solutions Center, Chicago, Il 60677-3006, and sent in accordance with quarterly reports, Attachment G. Contractor(s) will provide a report indicating the amounts rebated to each using entity.

It is read and understood by Sprint that administration fee checks will be made payable to WSCA, 3643 Solutions Center, Chicago, Il 60677-3006.

Please see Attachment B1 in Tab V for Sprint’s additional exception and clarification to this requirement.


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3.2.5 Unless otherwise prohibited by provision in a participating addendum, Contractor may, at the sole discretion of the Contractor, offer discounted wireless services and equipment, broadband services and equipment, or accessories to employees of WSCA participating entities as Individual Liable (IL) accounts (“employee program”), within the jurisdiction of the entity completing the participating addendum, with the understanding that the entity completing the participating addendum has no liability whatsoever concerning the equipment or for payment of services. All such employees must be validated in order to participate in the employee program, and that employees not so validated will not receive discounted wireless services and equipment, broadband services and equipment, or accessories under this agreement.

Each IL participating in the employee program must (a) enter into, and be individually responsible for complying with a selected service agreement including, without limitation, the corresponding obligations to comply with all of the terms and conditions of the chosen plan, and to pay all charges incurred under the service agreement; and (b) must follow the activation, validation, migration, upgrade and related policies, procedures and processes established by Contractor from time to time. Any wireless spend resulting from employee’s purchasing under the employee program of this contract will be subject to reporting requirements and to the required WSCA administrative fee of one tenth (1/10) of one percent, and report these sales as outlined in this RFP. Please see Attachment B1 in Tab V for Sprint’s exception and clarifications to this requirement.

3.2.6 Maintain detailed records pertaining to the cost of services rendered and products delivered for a period of three years from the date of acceptance of each purchase order.

All billing data is stored for 7 years from the invoice date. Paper invoice reprints can be obtained for any periods within that timeframe.

3.2.7 Make records subject to billing audits either before or after payment. Assist participating entities with detail account information required by the participating entity or auditor anytime during the contract period.

Please see Attachment B1 in Tab V for Sprint’s clarification to this requirement.

3.3 Reporting The following requirements apply to all contracts awarded as a result of this solicitation, regardless of whether a proposing vendor is awarded any one or all listed services and/or equipment.


3.3.1 Reporting shall be provided in the format required by WSCA (Attachment G), with hard copies available upon request.

Sprint is currently providing reporting required by WSCA to the Lead State of Nevada for each Participating Addendum executed by a Participating Entity. Sprint assumes that the required reporting by WSCA will continue to be compiled at the Participating Addendum level. Should WSCA require reporting at the billing account level, Sprint will meet with WSCA to discuss mutually agreed upon reporting data and formats. If we are required to provide reporting at the billing account level, some of the fields listed in Attachment G may not be available. Fields, such as “Order Number”, “Customer PO Number”, “Order Type”,


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and “PO Date” will not be available at the account level, as we have thousands of WSCA member accounts. Not all WSCA members have the same fields populated on their invoices.

The following fields require further clarification as to what information is required before we can provide feedback on their availability at the PA level and account level: “UNSPSC Commodity”, “VAR/Reseller/Distributor NAME”, and “Recycling”.

The following fields are only available at the PA level: “CRU Minutes”, “CRU Lines”, “CRU Gross Sales”, “IRU Minutes”, and “IRU Lines”.

Your Sprint Account Team will work with WSCA to identify any requested changes from the current reporting we provide to WSCA and discuss any mutually agreed upon changes that may be required.

3.3.2 The following usage reports shall be submitted for the respective quarter:

3.3.2.1 Usage and purchases under the contract.

Sprint will provide the contract usage and purchasing reports on a quarterly basis.

3.3.2.2 Quarterly optimization report for each wireless/broadband service subscriber and orders placed for accessories. The goal of the optimization reports is to ensure that each subscriber is utilizing the most appropriate plan. This includes identifying subscribers that may be consistently incurring overage charges, and therefore should move to a more cost effective plan or subscribers consistently under-utilizing a plan, and therefore should move to a lower cost plan.

Sprint’s reporting team will work with the WSCA Account Team to provide contract information in order for the Account Team to build a quarterly optimization report.

3.3.2.3 Voice, data, and combined voice/data related reports upon request.

Sprint will provide the voice, data and combined voice/data reports upon request or on a quarterly basis.

3.3.3 Provide equipment sales report. A quarterly summary of equipment sold. Reports are to be submitted to the lead State in the format required by WSCA (Attachment G), with hard copies available upon request.

Sprint will provide the equipment sales report at the PA level on a quarterly basis.

3.3.4 Individual participating entities may request specific equipment sales summaries, which shall be provided at no cost. Reports shall include report elements as seen in Attachment G.

Sprint can provide equipment purchase summaries to specific entities. Fields, such as “Order Number”, “Customer PO Number”, “Order Type”, and “PO Date” may not be available at the billing account level, as we have thousands of WSCA member accounts. Not all eligible entities have the same fields populated on their invoices due to system limitations of eligible entities and/or internal procedures of the respective parties.

The following fields require further clarification as to what information is required before we can provide feedback on their availability at the Participating Addendum level and


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account level: “UNSPSC Commodity”, “VAR/Reseller/Distributor NAME”, and “Recycling”.

The following fields are only available at the PA level: “CRU Minutes”, “CRU Lines”, “CRU Gross Sales”, “IRU Minutes”, and “IRU Lines”.

Each WSCA Member’s Sprint Account Team will work with the WSCA Member to identify any requested changes from the current reporting Sprint currently provides today or new reporting needed for new WSCA members and discuss any mutually agreed upon changes that may be required.

3.3.5 Upon request, provide reporting elements and/or management reports related to usage for services that are available and would optimize the participating entity’s ability to assess utilization and cost.

Each WSCA member may utilize any of our account management, billing and reporting tools for no extra charge. Sprint Electronic Billing offers another effective way for WSCA members to manage your corporate-sponsored lines. These value-added services provide the information you need to track and analyze employees’ wireless usage in a convenient electronic format. You can then format the information in ways most beneficial to your business requirements.

There are four types of Sprint Electronic Billing:

♦ eBilling and Analysis, a web-based tool to view usage and charges. ♦ Smart CD Online, billing data in a Microsoft Access database with a front-end

Graphic User Interface. ♦ Data Direct, a “flat-file” format of billing data ♦ Electronic Data Interchange (EDI), which provides raw, static data in an 811

format.

Once you have decided Sprint Electronic Billing is appropriate for your company, the Sprint Specialized Billing team will work with your IT department to answer any questions. You will also receive an electronic user’s guide with a mapping tool which shows how to work with the data.

Timely Data Delivery All electronic billing products provide 30 days of billing data. Data is organized by fields and can include data such as employee ID number, cost center, and business unit. Delivery methods vary based on the product, however most are delivered electronically, through online file pickup, or are viewable through a web page within 10 days of your last invoice cycle or billing date of the month.

Customizable Reports The billing data you receive can be integrated into your company’s system and organized according to your company’s standards. For example, it can be sorted to determine total charges by product for each subscriber. You can also generate customizable reports which detail how your Sprint Services are being utilized.

The eight standard reports offered by our eBilling & Analysis products are:


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♦ Cost by User Name: Provides total cost for a billing period for each subscriber in the folder. Report output is customizable.

♦ Cost by Folder: Provides total cost for a billing period for the selected folder and its subfolders. Report output is customizable.

♦ Subscriber Summary (show all columns): Provides summary information for each subscriber selected for the report. Information includes: name, minutes in plan, minutes used, roaming minutes used, total cost, etc. Report output is customizable.

♦ Subscriber Summary (show only dollar columns): Provides summary information for each subscriber selected for the report. Information is limited to general and dollar columns only. Report output is customizable.

♦ Subscriber Summary (show only usage columns): Provides summary information for each subscriber selected for the report. Information is limited to general and minute/usage columns only. Report output is customizable.

♦ Summary of Account Level Charges: Provides account level charges for a selected folder and its liable subfolders. This report is not available at any level below a liable account.

♦ Folder Summary: Provide summarized costs for a selected folder and billing period in a matrix format. The report includes information such as monthly recurring charges, additional airtime charges, and roaming.

♦ Trend Report: Provides current charges for the last three months for a subscriber or a selected folder and its subfolders. Report output is customizable.

If the WSCA member requires reports which are not included in the list of standard reports, your administrator can export data (Tab, Comma Separated Value format) from standard reports to Excel or Access and run reports based on specific reporting requirements. The administrator has rights to grant different levels of access to individuals, such as Editing Manager or Reporting Manager to help manage reporting and analysis. In addition to standard reports, we also have ad hoc reporting capabilities.

Nine standard reports offered by our SMART CD Online web based management tool are detailed as follows:

1.) The Remittance Slip Report allows the member to print a Remittance Slip to include with your payment to Sprint. This is the payment mechanism of the SMART CD Online:

♦ Update the desired payment amount for each Billing Account Number (BAN) in the “Amount Paid” section of this report.

♦ Ensure the method of payment matches the amount totaled above the “Amount Paid” section.

♦ Submit the entire report with payment to the address specified on the report. This report cannot be delivered to any retail store for remittance.

2.) The UAD Report View is to highlight the Shared Usage Credits, but the report also displays current charges for each BAN. The report output is comprised of three tabs.

♦ Account Level tab: Displays Account-level charges and pooling credits ♦ DAC Level tab: Displays the Department Account Code level charges, aggregate

minutes of use for each service and pooling credits ♦ Unit Level tab: Displays Unit-level charges, aggregate minutes of use for each

service and pooling credits


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3.) The Usage by User Report lists the aggregate cellular minutes, Direct Connect minutes, number of messages and online kilobytes of data for each user within the SMART CD Online accrued during the current reporting period.

4.) The Invoice Summary Report by Segment details the data at either the BAN, or the Department Account Code (DAC) level, in the same manner you would see the standard paper invoice. The advantage of this report is that the user can export the report and forward it to various departments for re-billing internally.

5.) The Payment Activity Report documents all the payment activity during the last reporting period. The report references the Billing Account Number, the method of payment, and the date of payment.

6.) The Equipment Report details any equipment charges incurred during the current reporting period segregated by Billing Account number and Order number. The report currently details items ordered, device technology and total amount of the entire order.

7.) The Subscriber Summary Report provides a breakdown of wireless charges at the unit level for the current reporting period. The user can view this report by selected groupings of subscribers, ALL/By Account/By DAC /By Unit options. The report also lists accumulated usage for each applicable service to each unit as well as a display of minutes and charges in and out of the rate plan. An important feature of this report is it is exportable (as all reports listed) and can be used to perform internal billing to the subscriber level.

8.) Charges Over/Under Report is used for group the Subscriber Summary Report for the Specified Dollar amount. The user can specify certain dollar amount and generate a grouping of the report including the units have “New Charges” over the specified dollar amount or under the specified dollar amount.

9.) Call Detail Report highlights the specific Call Detail Records for each applicable call type (cellular, dispatch, etc.) of each user within the SMART CD Online. User can generate a call detail report by selecting the Options for all units within the SMART CD Online, only units with in a specific BAN, by individual services as specified by PTN/UFMI/IP values for service related call detail records or by Subscriber Number for all applicable types of usage for a given unit. This report is provided in an easy to use format that identifies the number that received the call, the time period of the call and applied charges for each call.

3.3.6 Be able to provide custom reports as may be requested by individual participating entities. Describe in general, the level of sophistication and complexity, custom usage report data that you can provide to the participating entities. Vendors should provide a sample report with their proposal.

Sprint provides a variety of standard reports through our Specialized Billing Support group. These reports, depending upon data sources and data availability, are either a current snapshot of activity or activity during the most current complete billing cycle. The following reports are available:


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♦ Account Details - Contains account details such as Business Account Number (BAN), company name, corporate ID, root ID, root name, contact name, account type/subtype, submarket, dealer, aging, establish date, account status, address information, and active, inactive and suspended subscriber.

♦ Billed Adjustments - Contains billed adjustment activity details such as BAN, subscriber name, Personal Telephone Number (PTN), IP address (IPID), Memo ID, adjustment category, adjustment reason, amount, date, feature code, and bill cycle per month and per year.

♦ Collection Aging Balances - Provides BAN-level collection balance information with current, 00-day, 30-day, 60-day, 90-day, and 90-plus day buckets.

♦ Early Termination Fees - Contains a list of units with termination fees and their reversal adjustments.

♦ Equipment and Purchase Order - Contains equipment purchase order detail at any one of 3 levels: o Order Level - Contains details such as order ID, purchase order, BAN,

company name, sale date, order amount, dealer. o Order Detail Level - Contains details such as order ID, purchase order, BAN,

company name, sale date, amount, dealer, equipment type and quantity, unit price, extended price, and taxes.

o Unit Order Detail - Contains phone model order information such as order ID, purchase order, BAN, company name, sale date, dealer, equipment type, unit name, phone number, Urban/Fleet/Member ID (UFMI-Direct Connect Identifier), and Electronic Serial Numbers for CDMA devices (IMEI/SIM).

♦ Future Dated Deactivations - Contains subscriber information on units that are future dated for deactivation.

♦ Market Penetration - Shows a breakdown of the account structure divided up by region and corporate ID (CORP ID). The total subscribers are shown for each region and a breakdown of each region shows the number of subscribers on each CORP ID.

♦ Payments - Contains payment activity information such as BAN, company name, corporate ID, root ID, root name, payment date, payment method, payment amount, and check number for a given period.

♦ Service and Repair - Contains subscriber level details of billed services and repairs. ♦ Subscriber Information - Contains all identification aspects of the Subscriber

Details report, plus contract start/end date and length, and less rate plan. ♦ Subscriber Feature - Contains a list of current feature descriptions and feature

rates per subscriber. ♦ Subscriber Talk Group Report - Contains a list of subscribers and their talk group

by BAN. ♦ Unit Adjustment and Discount2 (UAD) - Onetime/One Month Only - A Microsoft

Excel report shows the main invoice level charges for the BAN, Department Account Code (DAC), and subscriber. Requesting this report will give you the last full month of data.

♦ Unit Adjustment Discount 2 - Monthly Recurring - Same as previous; however we will schedule the report in our automated system to be sent once a month approximately seven days after the bill cycle.

♦ Unit Activity - Contains a detail and summary level of monthly unit gross adds, deactivations, and reactivations. This report does not contain call detail records.


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♦ Usage and Charges - Contains breakouts of usage and charges at one of three levels: BAN usage and charges, DAC level usage and charges, or subscriber usage and charges. You can request 12 months’ worth of usage and charges per request. You can also choose whether you would like all levels.

♦ Adhoc/Custom - Customized reports required to meet specific reporting/customer needs. Turnaround time for these reports are at least 10 business days.

3.3.7 Upon request, provide subscribers with usage reports which include full itemization of call details (such as the information on the Contractor’s standard bill for consumer accounts) to enable verification of usage including: (1) call date, call number call length, call time, and (2) plan cost, per minute charges, overage cost, additional features charges and other fees, etc.

Sprint can provide historical billing data for the WSCA members’ accounts. Two means are available for obtaining this data:

♦ Smart CD Online ♦ Reprints of paper invoices

If the WSCA member uses the Smart CD Online electronic billing product, complete historical data is available in the Microsoft Access databases provided by that product. As long as the member has maintained a copy of the database for the desired time period, you can obtain the desired historical data from that database.

If the member does not use Smart CD Online, or if historical data is desired for a period for which you do not have a Smart CD Online database, Sprint Customer Solutions can usually provide invoice reprints within 7 days of the request.

All billing data is stored for 7 years from the invoice date. Paper invoice reprints can be obtained for any periods within that timeframe.

3.4 Contract Management The following requirements apply to all contracts awarded as a result of this solicitation, regardless of whether a proposing vendor is awarded any one or all listed services and/or equipment.


3.4.1 Assign a Contract Manager to manage the WSCA account, who shall be responsible for:

3.4.1.1 The contract’s overall performance requirements, ongoing unresolved issues, overall customer service.

WSCA has both a Client Executive and Program Manager assigned from Sprint to support you and your members. Gray Sigler has been Sprint’s WSCA Client Executive since 2004. He oversees sales execution, operations and internal/external communications.

Your Program Manager, Jamie Karakas, began supporting WSCA in May 2010. She is responsible for overseeing operational processes of the WSCA Agreement. She provides training on processes and procedures, internal Agreement communications, driving individual-liable awareness and partnering with our pricing department to keep the Agreement competitive.


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3.4.1.2 Providing any additional documentation necessary, as requested by the State for performance audits conducted periodically to evaluate areas of service required by this RFP (i.e. deliver, fill rate, variance reports, customer representatives)

Your Sprint Account Team will provide documentation as needed, provided it is not deemed proprietary.

3.4.1.3 Meet with the lead State every six (6) months or as otherwise specified, to maintain the partnership between the State and the Contractor. Meetings may involve, but not be limited to:

• Contractor performance;

• Problem resolution;

• Mandatory and custom reports; and

• Improvement opportunities (i.e. cost savings opportunities, use of enhanced service features, etc.

The WSCA Sprint Account Team will meet with WSCA every six months to discuss performance, address and problems, discuss reporting and any possible areas of improvement. We will keep WSCA abreast of any new technologies, products and services.


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3.5 Voice Services and Support (Band 1) 3.5.1 Provide quality wireless voice services at the lowest cost available in a timely and efficient

manner.

Sprint has been providing wireless services since 1993. At the end of the fourth quarter of 2010, Sprint served more than 49.9 million customers. Sprint provides industry-leading mobile data services, leading prepaid brands including Virgin Mobile USA, Boost Mobile, Common Cents Mobile, Assurance Wireless and PayLo, and instant national and international push-to-talk capabilities. Sprint’s Global IP Network, a global Tier 1 Internet backbone, provides industry-leading IP/MPLS services to customers in 165 countries. With a suite of IP Convergence products, Sprint is clearly committed to its mission to be Number 1 in providing a simple, instant, enriching and productive customer experience.

WSCA members can be confident Sprint wireless, wireline and converged communications solutions are designed to meet your business objectives. The following key differentiators make Sprint the clear choice for dependable, reliable, and comprehensive solutions:

♦ Customer Experience ♦ Environmental Stewardship ♦ IP Convergence ♦ Wireless 4G Leadership ♦ Wireless Network Coverage and Data Leadership ♦ Nextel Direct Connect

Sprint can offer WSCA and participating members several cost savings opportunities. Sprint offers several cost reduction opportunities of which WSCA members can take advantage:

♦ Pooling Plans – Maximize the number of subscribers on the same pooling plan (Sprint Business Advantage Plan) and on a single account to virtually eliminate the risk of overage charges.

♦ Custom Rate Plans – Deeply discounted custom plans unique to WSCA subscribers ♦ Unlimited Calling – Take advantage of the unique unlimited calling options within

Business Advantage: Mobile to Mobile, 7 p.m. Nights and Weekends, Direct Connect & Group Connect.

♦ Cut the Cord – Sprint phones today can be the only phone you need, particularly for your mobile workforce.

♦ Electronic Billing – Take advantage of the convenient billing tools to help you understand and manage employee usage.

♦ Maximize Discounts by having corporate-liable (CL) subscribers rather than reimbursing individual-liable subscribers.


3.5.2 Establish and provide a set of “standard” plans for voice services.

WSCA corporate-liable users on CL Accounts will receive a 25% service pricing discount on all standard retail rates on Sprint service plans and will also be able to subscribe to any of the proposed WSCA custom plans described in the Cost Proposal. The 25% service pricing discount is subject to the specific responses to RFP


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provisions as set forth in Sprint’s proposal and Sprint’s proposed contract terms and conditions. The discount percentage may be reduced in Sprint’s discretion in accordance with Section 3.2.3 (and Sprint’s proposed modifications thereto) to net out Administrative Fees to Participating Entities.

3.5.3 Detail standard features such as voicemail, call waiting, call back and in-plan minutes or megabytes included in the proposed services.

All Sprint cellular plans include voicemail, caller ID, 3-way calling and call waiting for no additional charge.

The Business Essentials rate plans include anytime cellular minutes pooled with other Business Essentials, Custom BlackBerry and Custom Pro Pack Plan users. The Business Essentials rate plans also benefit from unlimited Direct Connect and Group Connect minutes (with compatible handsets), unlimited night and weekends starting at 7pm, unlimited mobile-to-mobile to other Sprint & Nextel users, nationwide long distance and domestic roaming.

The Custom Bundled BlackBerry and Pro Pack users will benefit from the same features above, as well as email and web access. Some of these custom plans include unlimited nights and weekends at 7pm. Depending on the plan selected, subscribers may also have the option to include 1,000 or Unlimited Text Messaging.

Specific plan information is provided in Cost Proposal.

3.5.4 Activate service on new equipment within 72 hours of request or shipping.

Devices will typically arrive within 2-3 business days after receipt of order. All devices will arrive active and provisioned. If the device is a replacement or upgrade for an existing device, the user can contact Public Sector Customer Care 24 hours a day, seven days a week for immediate activation.

3.5.5 Provide the following services at no extra charge. This list is not meant to be all inclusive and vendors may, at their discretion, add other services.

3.5.5.1 Per line caller ID blocking;

To protect the privacy of mobile phone users, the FCC Caller ID requires carriers to offer free, simple and uniform per-call and per-line blocking and unblocking processes, which includes concealing the caller’s name. The FCC does not regulate blocking and unblocking of intrastate calls.

Sprint subscribers can block their Sprint phone number from being delivered on outgoing calls on a per-call basis by dialing *67, then entering in the number and on all calls by contacting Sprint Customer Service and requesting Caller ID blocking.

Caller ID blocking services are not available when using data or wireless web services.

3.5.5.2 Upgrades or downgrades to service plans as needed, with no limits;


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WSCA members on CL accounts may change rate plans at any time without penalty fees.

3.5.5.3 Cancellation of service without early termination fees; and

WSCA members may deactivate corporate-liable (CL Account) devices at any time without facing early termination fees.

3.5.5.4 Provide LNP with no penalty.

No Sprint customer will incur a Sprint rendered fee for porting a number from another carrier.

3.5.6 Provide information regarding coverage across the U.S.; include listing and total % of coverage.

The Nationwide Sprint Network is built on a single, digital technology, allowing WSCA members to expect the same features and consistent service levels almost anywhere they travel on our nationwide network. Nearly this entire network now provides 3G data service.

Including roaming and partner networks, Sprint’s wireless voice and data coverage is currently available to over 278 million people in the United States, including Puerto Rico and the U.S. Virgin Islands. 277 million of these people can enjoy 3G data speeds in their home location. Across the country, the Sprint 3G Network reaches 19,682 cities and 1,960 airports.

The following map of the continental U.S. shows Sprint coverage across the country and whether the coverage is provided by Sprint or a roaming partner. It also shows where the data coverage is 3G, 4G, other data coverage. 4G areas also have 3G coverage. In addition to the 4G areas noted below, we very recently launched 4G coverage in San Francisco and Los Angeles.

=


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Nationwide Sprint Network Coverage

Sprint also owns and operates the Nextel National Network, which currently serves over 278 million people, all of the Top 100 markets and 297 of the Top 300 metropolitan areas across the country. Sprint provides all-digital wireless voice and data services over the proprietary iDEN network to millions of Direct Connect customers, making it the largest push-to-talk service in the industry. Due to the uniqueness of iDEN technology the Nextel National Network does not roam onto other carriers’ networks, so subscribers using iDEN never incur roaming charges.

While Sprint does not guarantee coverage in any specific area at any specific time, the performance of the Nextel National Network has been outstanding, exceeding 99.5% availability since the beginning of 2002. Coverage shown on the coverage maps is a general prediction of outdoor coverage, and does not guarantee wireless service will be available at all covered geographic areas at all times. Wireless coverage is impacted by, among other things, terrain, weather, antenna location, system modification, foliage and man-made structures (such as buildings), and therefore cannot be predicted precisely at all times.

Coverage maps have been provided in Tab VIII. Coverage maps for each state have been provided on CD and in a separate binder due to the size of the files.

3.5.7 Define your statewide and national Voice Services coverage by each state.

The proposed plans provide nationwide long distance for no extra charge and domestic roaming. Coverage maps have been provided in Tab VIII.

3.5.8 Provide detailed in-network (no roaming) voice services coverage (including available coverage maps) for States, with an overlay of counties and major highways. Coverage maps must correspond to the basic no cost handsets provided (i.e., the basic handset must be able to


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access the internetwork areas defined in the coverage maps without incurring any roaming charges when calling within the calling plan locations).

The proposed rate plans include nationwide long distance and domestic roaming for no additional charge. Coverage maps for each state have been provided in Tab VIII.

CDMA handsets will operate on the Nationwide Sprint Network and iDEN handsets will operate on the Nextel National Network. WSCA corporate-liable users will benefit from deep discounts on handsets. Both the WSCA equipment prices and Flat Rate Equipment Price change periodically at Sprint’s sole discretion. When pricing changes, the WSCA Ordering Portal is updated. Sprint typically offers no cost or low cost handsets. Offer & Eligibility: WSCA device pricing is for WSCA corporate-liable (CL Account) users and is for new CL activations or devices that are eligible for upgrade only. Specific device pricing is provided in Cost Proposal.

After 12 months of continuous service, CL users may replace or upgrade their devices and receive the Flat Rate Equipment Price (or WSCA Equipment Price if lower than Flat Rate).

3.5.9 Provide detailed national in-network (no roaming) voice services coverage national maps, with an overlay of states, counties and major highways. Coverage must correspond to the basic no cost handsets provided (i.e., the basic handset must be able to access the internetwork areas defined in the coverage maps without incurring any roaming charges when calling within the calling plan locations).

The coverage maps provided in Tab VIII depict coverage for each state and include county lines and major highways.

CDMA handsets will operate on the Nationwide Sprint Network and iDEN handsets will operate on the Nextel National Network. WSCA corporate-liable users will benefit from deep discounts on handsets. Both the WSCA equipment prices and Flat Rate Equipment Price change periodically at Sprint’s sole discretion. When pricing changes, the WSCA Ordering Portal is updated. Sprint typically offers no cost or low cost handsets. Offer & Eligibility: WSCA device pricing is for WSCA corporate-liable (CL Account) users and is for new CL activations or devices that are eligible for upgrade only. Specific device pricing is provided in Cost Proposal.

The proposed rate plans include domestic roaming for no additional charge.

3.5.10 Provide updated coverage maps as described above upon request.

Sprint will provide updated coverage maps upon request.

3.5.11 Notify each State’s designated key contact at least five days in advance of any planned service outages and/or scheduled maintenance. This notification must include impacted coverage areas and an estimate of the outage timeframe.

Please see Attachment B1 in Tab V for Sprint’s exception to this requirement.

Sprint plans downtime for both wireless and wireline networks when it would least affect WSCA members’ service. For IP services, Sprint schedules maintenance identified as “customer impacting” on Monday between 1 A.M. and 5 A.M. local time for U.S. customers and on Saturday between 12 A.M. and 6 A.M. for international customers.


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Wireless and wireline maintenance takes place 11 P.M. – 6 A.M. Sunday through Thursday. Customer impacting from 1 a.m. to 5 a.m. Maintenance activities not expected to affect WSCA members are scheduled between 11 p.m.-6 a.m. local time. For, IP based services including MPLS the standard maintenance window is Monday between 12 a.m. – 6 a.m. and 12 a.m. – 6 a.m. on Sunday for International locations.

Customer impacting activities are changes that cause:

♦ Degradation to voice services ♦ Degradation to provisioning ♦ Degradation to data services ♦ Planned Downtime Customer Notification**

To ensure the impact is minimal, Sprint notifies customers at least 14 days before any scheduled wireless and wireline network maintenance that could affect WSCA members’ service.

Occasionally, it is necessary to perform demand or emergency maintenance to prevent an outage condition. Sprint performs demand maintenance during the next available scheduled maintenance window and emergency maintenance is performed immediately.

Unplanned Downtime Customer Notification** To partner better with WSCA, Sprint sends notification within 45 minutes of realizing a wireless or wireline network event has occurred. Sprint sends a message to each appropriate state contact at the onset of the event. This message includes event type, start and end dates and times, areas and platforms affected, and customer impact.

**To receive notifications, each state contact must be subscribed to the Customer Notification Service. Each WSCA member’s representative can work with their Sprint Account Team to subscribe.

What States Can Do to Ensure Customer Notification Each WSCA member can request to enroll for the customer notification service via our online notification service for no additional cost. With Customer Notification, states can receive timely notifications via e-mail and/or text messages to wireless devices (U.S. only), or both, depending on preference. This service provides alerts on ticket events, network events and scheduled maintenance.

Customer Notification supports:

♦ All wireless voice and data products ♦ IP Products (dedicated IP, MPLS, SprintLink Frame)

Up to 100 employees from each member agency can receive Customer Notifications. Each WSCA member may choose to receive Customer Notification for specific times or days of the week; select notification messages for specific locations; and/or designate geographic regions for which wireless notifications messages may be sent.

Customer Notification is sent via our Enterprise Notification System (ENS) for planned and unplanned downtime on the Sprint Wireless Network.


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3.5.12 Describe an ongoing process to improve coverage for areas that are having inadequate or less than 50% coverage. Provide timeline of anticipated improvements.

Sprint’s current expansion plans for the Nationwide Sprint Network (CDMA) and Nextel National Network (iDEN) focus on addressing any capacity issues or coverage gaps at the market level. Much of the current focus is on upgrading our few remaining CDMA 1x data sites to EVDO rev A. Sprint also continues to add cellular voice and data carriers as warranted by our capacity analysis in existing coverage areas or as market conditions suggest desirable new coverage locations. However, most of Sprint’s current wireless expansion plans are focused on Sprint 4G.

Should any WSCA member encounter a situation where they lack in-building or on-campus coverage, our Custom Network Solutions (CNS) group can provide custom coverage solutions for that member. The CNS group extends Nationwide Sprint and Nextel National Networks and Sprint 3G and 4G into buildings and onto campuses to deliver the power, productivity and efficiency of Sprint’s voice and data communications wherever WSCA members need it. Before other carriers even considered in-building services and solutions, Sprint created the CNS group to meet businesses increasing needs for mobility, and the group has had the same commitment to in-building and campus-wide convergence services for more than nine years.

The coverage solution shall be subject to a separate CNS agreement with separate terms, conditions and fees, including but not limited to capital contributions and/or purchase commitments. Additional information about our CNS capabilities has been provided in Tab VIII.

3.5.13 Identify all basic equipment provided as necessary for vendor’s standard operation within Contractor’s wireless voice network for all subscribers (new activation or regular contract term subscribers). This shall include, but may not be exclusive to, voice handset, AC power charger/adapters and compatible hands-free accessory(s).

WSCA members may continue to utilize any existing wireless devices in order to continue Sprint service. New users will require the purchase of a new wireless device. Each handset comes with a battery, battery cover and standard wall charger. Some devices include holsters, hands-free ear buds and/or USB cords. All current devices, their features, included accessories and pricing has been provided in Cost Proposal.

3.5.14 Allow for a designated trial period for testing/evaluating equipment without additional charges or fees. Designate the timeframe for the ‘trial period’ and procedures for implementing this policy.

Sprint will provide a predetermined number of demo units for a predetermined length of time for WSCA members. The number of demo units and length of time will depend on the local market availability and types of services requested from the WSCA member. For wireless handsets, the typical length of time is two weeks to 30 days. Other types of devices will vary.

3.5.15 Indicate if Contractor is anticipating migration to new or different technology. If so, identify the changes that subscribers shall anticipate proposed timeline and plans to ensure a smooth transition to the new technology.


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4G NETWORK FEATURES

♦ WiMAX has been tried and tested for two years

♦ Already providing service to over 1 million users in over 70 markets

♦ Provides clear migration plan from 3G infrastructure

♦ Higher bandwidth with lower latency

♦ Already supports many handsets, connection cards and embedded devices, such as netbooks and tablets

The next generation of mobile broadband, Sprint 4G network, offers turbocharged speeds, higher capacity and reduced network latencies compared to 3G networks. Sprint 4G represents a shift in the way people use mobile broadband. Businesses, consumers and local governments can extend their full Internet experience beyond home or office use with average speeds of 3-6 Mbps downlink and 350-500 Kbps uplink (peak speeds up to 12 Mbps downlink and 5 Mbps uplink). These speeds, combined with latencies of approximately 80 to 100 milliseconds, enable many higher-bandwidth and latency-sensitive applications that are poorly served by 3G networks.

Sprint 4G is rapidly being deployed across the nation, with current coverage in over 70 markets. Today, the Sprint 4G network is powered by WiMAX. With WiMAX and its global ecosystem, a clear spectrum advantage and a comprehensive migration plan to evolve from our current 3G infrastructure, all the pieces to drive the global evolution of wireless broadband are in place years ahead of the competition.

In addition to performance, benefits of Sprint 4G include:

♦ Cost Savings. Tremendous cost advantages can be realized from the low-complexity design, all-IP foundation and economies of scale.

♦ Embedded Devices. Low cost chipsets embedded into laptops and other consumer devices will help expansion into consumer electronics and drive the next wave of broadband applications.

♦ Dual-mode 3G/4G Mobile Devices. Devices that offer the coverage of the Sprint 3G network while harnessing the turbocharged speeds on the new Sprint 4G network

As the first national wireless carrier to offer customers 4G service and to offer access to both Sprint 3G and 4G networks on one device, Sprint will continue to lead in mobile broadband deployment. Wherever WSCA members are traveling, chances are they can leverage Sprint 3G and 4G networks to conduct their duties.

Sprint’s Network Vision Network Vision is a multi-year initiative to provide an enhanced network experience and reduce operating inefficiencies. Network Vision will create network flexibility, reduce operating costs, and improving environmental sustainability, all while improving voice coverage, providing faster data speeds, and insulating Sprint and its customers from technology change:

♦ New innovations and technologies (particularly, multi-modal base stations) permit repurposing of spectrum, resulting in better coverage, elimination of multiple base stations at cell sites, and reduction in the total number of cell sites, resulting in both enhanced coverage and reduced operating costs.

♦ Improved coverage and next-generation backhaul solutions can reduce roaming and access costs, and reliance on competitor’s networks.


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♦ The Network Vision plan can strengthen Sprint’s reputation as a leader in environmental responsibility through a reduction in network equipment, power needs, and smaller carbon footprint.

Key Elements of Network Vision

Improved Customer Experience In addition to significantly reduced operating costs for Sprint, Network Vision is expected to result in a variety of direct benefits to WSCA members. To be sure, the overriding objective of Network Vision is Improved Customer Experience.

Customer Benefits of Network Vision As a direct result of Network Vision, WSCA members can expect:


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♦ Greater PTT choices and capabilities ♦ Multi-mode devices capable of selecting the optimal network for the location and

application ♦ Improved coverage, quality, and speeds ♦ Continued access to 4G services, regardless of technology choice ♦ A provider with a reputation as a leader in environmental sustainability

The following sections describe these benefits in more detail.

Next-Generation PTT Sprint is committed to maintaining PTT leadership as the provider of the “gold standard” in instant communications: Nextel Direct Connect.

♦ By end of year 2011, Sprint plans to launch the next generation of Nextel Direct Connect on CDMA, offering an additional option for PTT with high-bandwidth data services.

♦ As the shifting to more broadband-centric PTT applications on the CDMA network occurs and Sprint successfully demonstrates performance, it is expected that iDEN cell sites will be phased out. This phase out is expected to begin in 2013.

♦ Customers can choose traditional iDEN Direct Connect service, or next-generation Direct Connect service (CDMA) with high-speed data capabilities and potential 4G capabilities.

Improved Device Capabilities ♦ A multi-mode platform enables the use of integrated

device chipsets allowing the devices to communicate over varying spectrum bands (i.e. 800MHz, 1.9 GHz, etc.).

♦ Devices with integrated chipsets provide greater simplicity, as the device and network automatically choose the best spectrum or frequency band for the customer.

♦ Sprint expects to continue offering an attractive portfolio of PTT devices, both on iDEN and CDMA, including competitively priced, full-featured smartphones and ruggedized devices.

♦ The smartphone—faster processors, advanced cameras, multimedia—revolution with demand for high-bandwidth services is expected to continue and only networks and device portfolios like Sprint’s multimode approach can support this tremendous growth.

Improved Coverage and Quality ♦ The Network Vision plan includes deployment of

next-generation CDMA technology, CDMA 1X Advanced, which is expected to provide significant customer benefits: o Landline quality voice service o Data speeds 30-40% faster than existing 1xRTT

speeds


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o Improved reach and overall performance of CDMA radio signals ♦ The multi-mode technology is expected to improve network coverage because of the

ability to deploy multiple spectrum bands across existing technologies. This enables customers to seamlessly carry a call through the entire network, with a 20-30% improvement in the number of dropped calls.

♦ A portion of available iDEN spectrum (800 MHz) can be repurposed for CDMA services, giving customers the benefit of improved in-building coverage associated with 800 MHz spectrum.

Access to 4G Services ♦ Sprint continues to be committed to WiMAX as its

4G strategy. ♦ Sprint expects to continue offering innovative

products and services that leverage the nation’s first 4G network. To date, Sprint has launched twelve 4G devices including handsets, routers, hotspots, etc.

♦ Sprint can be positioned to take advantage of alternative 4G technologies, if and when they make sense, assuring customers that Sprint maintains its 4G leadership position.

♦ As part of the Network Vision deployment, multi-mode base stations can provide Sprint the maximum flexibility to utilize its various spectrum assets in providing 4G services.

Environmental Sustainability ♦ Sprint is committed to being a corporate leader in

environmental responsibility. ♦ Today, Sprint leads the industry through its

commitment to absolutely reduce greenhouse gas emissions, deployment of renewable energy, and its aggressive cell-phone recycling efforts.

♦ The implementation of Network Vision can further Sprint’s reputation as a leader in environmental responsibility through a reduction in network equipment deployment and a smaller carbon footprint.

♦ Network Vision strengthens our position with business customers who consider environmental sustainability a major consideration in the vendor selection process.

♦ Network Vision further validates Sprint’s position as #6 in Newsweek’s 2010 Green Rankings and one of the 20 “Most Responsible” companies as cited by Forbes Magazine in conjunction with Governance Metrics International, 8/3/10.

How Network Vision Works The key to the Network Vision is a new multimode Base Transceiver Station (BTS), commonly referred to as a “base station.” The base station, tower, and antennae array are the primary components of a standard cell site.

Currently, production base stations are capable of supporting only a single wireless technology and a single transmission frequency. As a result, Sprint currently operates three different base stations for a given coverage area to support its three networks (800 MHz iDEN, 1.9 GHz CDMA, and 2.5 GHz WiMAX) if all three networks are available in that area.


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Following implementation of Network Vision, Sprint will be able to broadcast any or all of its available technologies on any or all available frequencies from a single base station. This will result in substantial savings in electricity and facility costs, and create flexibility to allow Sprint to fine tune its broadcast from a particular site to meet the ever changing usage and technology demands of our customers.

Perhaps even more importantly, changes to the frequencies and technologies being broadcast from a given base station will be changeable at relatively modest expense—often with only a software change. This flexibility will ensure that not only can Sprint more efficiently use its resources to meet changing customer demands, but that Sprint will be able to offer new technologies without a wholesale replacement of equipment.


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Implementation Sprint is already in the process of implementing Network Vision. Sprint has selected Alcatel-Lucent, Ericsson and Samsung to provide network hardware, software and services enabling the aggregation of multiple spectrum bands on single, multi-mode base stations throughout Sprint coverage areas. The full rollout will take place over the next several years, but customers will begin coverage improvements and new product options in 2011.

Cost Savings While offering dramatic improvements in coverage and signal strength and added flexibility in adapting to changing technologies, Network Vision offers Sprint the opportunity to dramatically reduce its network operation expenses.

The reduction in facility and power costs, combined with the more efficient use of our existing assets enabled by Network Vision is estimated to provide a net financial benefit to Sprint over a seven-year period of between $10 billion and $11 billion. This cost savings is in addition to the savings used to offset the estimated incremental cost of between $4 billion and $5 billion to build out the Network Vision program over the deployment period.

Please see Attachment B1 in Tab V for Sprint’s additional clarification regarding Section 3.5.15.

3.5.16 Describe repair/replacement procedures/processes in detail for the following situations (including description of forms and information required):

WSCA members can protect their wireless assets with Sprint’s options for device replacement and repair. Below, we have provided an overview of each of our repair options.

Total Equipment Protection The best value for WSCA members to protect their equipment is Sprint’s Total Equipment Protection. This coverage combines the protection offered in the Equipment Replacement Program and the Equipment Service and Repair Program for devices active on the Sprint account at the time of the incident.


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Total Equipment Protection provides insurance coverage for active Sprint devices from loss, theft, physical or liquid damage, plus provides service contract repair or replacement for mechanical or electrical problems, normal wear and tear and routine maintenance. Customers are allowed three Equipment Replacement Program insurance replacements in any 12-month period, with a non-refundable deductible for advanced wireless devices, for each approved request. Repairs or replacement under the Equipment Service and Repair Program are at no additional charge. Replacement of equipment will be of the same or a comparable model. Replacement equipment may be reconditioned.

TEP Key Benefits for Businesses ♦ All phone issues are covered for a predictable monthly expense. Corporate-liable

(CL) customers may receive a discount per enrolled device, depending on volume. ♦ CL customers who want to enroll 10+ lines can do so at anytime – the 30-day

enrollment restriction is waived. ♦ TEP enables employees covered by CL accounts to resolve issues without going

through their company administrator – they can visit a store or contact Care to resolve their issues directly.

♦ Sprint has service locations throughout the country to support repairs; subscribers can access service conveniently and not risk being without their phone and losing contacts and other content.

♦ The loss, theft or physical claim process is fast and convenient on www.phoneclaim.com, with instant claim approval and email notification. Phones are replaced quickly to lessen the impact of missed business opportunities. Replacement phones are delivered the next day if the claim is filed by 10:00 pm CT.

♦ Specific high-risk or high-cost devices can be protected – not all phones on the business account must be covered.

Replacement and Repair Programs Either of the two programs included in Total Equipment Protection are available separately:

♦ Equipment Replacement Program. The Equipment Replacement Program, underwritten by Continental Casualty Company, covers the replacement of your Sprint or Nextel device in the event of loss, theft, physical or liquid damage. Subscribers are allowed 3 replacements under this program in any 12-month period. A non-refundable for advanced wireless devices, applies for each approved replacement.

♦ Equipment Service & Repair Program. The Equipment Service and Repair Program covers the service and repair or replacement of your Sprint or Nextel device for mechanical or electrical problems, normal wear and tear and routine maintenance. The malfunctioning device must be turned in at the time of replacement.

Individual Service Options Service and Repair Centers, conveniently located around the U.S., provide programs for equipment repairs. The following table describes service and repair options and related charges if you choose not to enroll in one of the Equipment Protection Programs.

Option Turnaround Price Sprint Phone Repair Center Service 1-3 business days Without TEP or ESRP, a per-


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Visit one of 400 Sprint Phone Repair Centers for face-to-face service. For the nearest location, visit www.sprint.com/storelocator

Not all phones are eligible incident service will be charged for both in-warranty and out of warranty service.*

Customer Care Call Customer Care for self service and request a replacement for a defective or non-working phone.

1-3 business days All devices ship standard overnight

Without TEP or ESRP, a per-incident service fee will be charged for both in-warranty and out of warranty service.*

*Service Fee covers devices with mechanical or electrical failure due to defect, normal wear and tear, missing components, cracked housing/LCD, or broken hinges/ports/lenses.

Not Covered: Lost or stolen devices, liquid damage or corrosion, battery, accessories and damage beyond repair.

Repaired or replaced equipment is covered from hardware or software failure for 30 days. Customers will receive a repaired or replaced unit at no charge if the equipment exhibits software or hardware failure within 30 days from time of original repair. The Service Center determines whether the equipment is repaired or replaced. The customer must return to the original repair location for this policy to apply.

3.5.16.1 Repair of equipment with new standard parts or parts of equal performance to new parts;

Our service and repair options are described above. New or equal performance parts will be utilized for repair.

3.5.16.2 Repair/replacement parts for all equipment covered under warranty;

All Sprint Nextel devices and accessories come with a limited one year manufacturer’s warranty. The manufacturer warranty begins when the Sprint or Nextel device, Sprint Mobile Broadband Connection Device, or accessory is activated. Warranty details are provided in the device packaging and are available at www.sprint.com for download. Warranties are exclusive to the manufacturer and are submitted directly to the manufacturer by the customer. To be considered for in-warranty coverage, it must meet all of the following three criteria:

1. Phone is within the first 12 months of ‘Original Activation Date’.

2. The issue is a mechanical or electrical failure of the phone.

3. The phone shows no signs of liquid damage, customer abuse and/or other physical damage.

Alternatively, customers can receive warranty service at more than 400 Service and Repair locations nationwide for a convenience fee.

In addition to the warranty provided by the manufacturer, Sprint offers optional plans to cover equipment for non-warranty claims. Total Equipment Protection (TEP), a combination of the Equipment Service and Repair Program (ESRP) and the Equipment Replacement Program (ERP), covers all handset- related issues except fraud and intentional abuse. TEP is the best value; however, both ESRP


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and ERP are available separately. The repair fee is waived if enrolled in these programs.

ESRP includes coverage for mechanical or electrical failure, routine maintenance or failure from normal wear and tear. ERP includes insurance for loss, theft, physical damage, liquid damage or corrosion. TEP, ESRP or ERP may be added to your line within 30 days of activating or upgrading your device, at the time of a paid repair or at any time when enrolling 10 or more lines on the same account.

3.5.16.3 Detail all situations where States may/will incur cost of repairs/replacement for equipment, i.e., shipping, gross neglect of equipment by subscriber, etc.;

The service and repair plan options provide the requested information above. Related pricing is provided in Cost Proposal.

3.5.16.4 Repairs for out of warranty equipment (i.e., discounted pricing for repairs);

Our service and repair options provide options for both in-warranty and out-of-warranty repair options are described above.

3.5.16.5 Repairs/replacements/loaner equipment in which replacement equipment will be new or factory refurbished; and

Repairs and replacements will utilize new or like new equipment. Loaner devices are not part of the service and repair options described above.

3.5.16.6 Walk-in repairs at retail stores.

Information regarding the walk-in repair option is provided above.

3.5.17 Enclose all warranty information with all equipment at the time of delivery/shipment, and provide additional warranty information as requested by the subscriber.

All device shipments will contain warranty information. Additional information can be found on sprint.com or requested from each WSCA member’s Sprint Account Team. Sprint does not manufacture equipment and offers no warranty on any equipment beyond the manufacturer’s warranty provided directly from the manufacturer to the WSCA member upon receipt of the equipment. Sprint products and services are provided “as is.” Sprint disclaims all express or implied warranties and in particular disclaims all warranties of merchantability, fitness for a particular purpose, and warranties related to equipment, material, services, or software.

3.5.18 Submit full listing of walk-in service/repair center locations in each respective state, with qualified personnel to repair the equipment on site that will manage all service and repairs under agreement.

Sprint has over 400 service and repair centers around the country. We have provided this information on CD due to the size of the file.

3.5.19 Provide priority voice service to State employees with critical job duties that are responsible for responding to disaster/emergency event.


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Reliable, state-of-the-art public safety communications is critical to the security of our communities and our nation. As we strengthen our national networks to better serve public safety, we look forward to building a partnership with public safety and government organizations. Our goal is to create a unique-to-government solution, customized for emergency response.

Nextel Direct Connect, our long-range two-way radio service has become an invaluable tool for local, state and federal public safety agencies. Sprint is the only nationwide, commercial wireless service provider to offer Priority Connect Push-to-Talk and Priority Access for cellular calls. Additionally, we offer our Public Sector subscribers secure voice and data service, ruthless preemption for Push-to-Talk services, premium customer care and customized data applications designed to meet emergency management and law enforcement needs.

Nextel Direct Connect service is built on a separate technology layer from the cellular network and is not dependent on the public switched telephone system (PSTN) which often becomes overloaded in emergencies causing system blocking for most cellular providers. In order to best serve our many government and public safety contracts, our service provides a high degree of reliability and every cellular tower we operate is backed up with battery power. In many instances, users as being the only communications platform that remained operable during emergency or disaster situation have cited Nextel Direct Connect.

Priority Access and Emergency Group Connect

5

4

3

2

1 Executive Leadership and Policy Makers Disaster Response andMilitary Command and Control

Public Health, Safety,and Law Enforcement

Public Services, Utilities,and Public Welfare

Disaster Recovery

Lower priority

Higher priority

Priority Connect Feature Gives the “Right of Way” to Emergency Communications and is Compatible with National Communications System (NCS) Escalation

Categories

Sprint offers advanced Public Safety services to provide agencies with supplemental system features which will enhance their ability to effectively respond to emergencies, as well as improve continuing operations. Sprint’s services are referred to as Priority Connect and Emergency Group Connect, and are supported by Premium Public Safety Customer Care.


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Priority Connect Sprint’s dispatch Priority Connect is a feature that provides subscribers with priority access to the Nextel National Network and its resources during times of congestion. At these times, such as in an emergency, calls from those who subscribe to the Priority Connect service are queued in order of precedence, increasing the likelihood their Nextel Direct Connect calls will be completed. The Priority Connect feature is available only for Direct Connect calls, not for cellular calls.

The priority queuing capability allows Nextel’s National Network to have multiple priority levels. These levels determine which calls receive access when all Direct Connect channels are busy, and which calls are assignable on an individual basis. Higher-level priority users will automatically be placed higher in the call back queue than lower level users. Users within the same priority level will be assigned channels on a First-In-First-Out (FIFO) basis. When a channel becomes available and there are active call requests in the queue, the system automatically assigns the first available channel to the top of the call back queue and notifies the call initiator with an audible tone.

Wireless Priority Service Wireless Priority Service (“WPS”) allows authorized National Security and Emergency Preparedness (“NS/EP”) personnel to make cellular calls during an emergency when channels may be congested. WPS is the interconnect complement to Sprint’s own Priority Connect service.

National Communications System (“NCS”) a division of the Department of Homeland Security oversees WPS. WPS was developed to meet a directive from the White House. NCS executes the program on behalf of the Executive Office of the President.

Only individuals in NS/EP positions are authorized to use of WPS. Five categories have been established in order to identify critical NS/EP leadership functions and determine eligibility. The NCS will be the decision maker on those subscribers that are and are not eligible for WPS service.

A. Executive Leadership and Policy Makers B. Disaster Response/Military Command and Control C. Public Health, Safety and Law Enforcement Command D. Public Services/Utilities and Public Welfare E. Disaster Recovery

WPS is invoked by dialing *272 prior to the destination number:

♦ WPS is an enhancement to basic cellular service that allows NS/EP calls to queue for the next available service channel

♦ IOC provides queuing on the origination of the cellular call ♦ FOC will provide handling from origination, through the network, to the called

destination

Customers must have leadership roles in NS/EP to use WPS. Key requirements are as follows:

♦ Customer must be a Sprint subscriber ♦ Customer must request WPS service at http://wps.ncs.gov/ or call 1-866-NCS-CALL

to apply


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♦ NCS will inform Sprint of those subscribers approved for WPS and at what Priority Level

♦ Sprint cannot add, delete or modify a WPS subscription without NCS consent

Emergency Group Connect Emergency Group Connect, also known as “ruthless preemption,” provides network resources to specific subscribers during times of congestion. When Emergency Group Connect is initiated, all other Direct Connect calls occupying the channel are preempted to allow for the call to be completed. The emergency calls are initiated from handsets equipped with an emergency button. The emergency transmission is prioritized to a priority level of 0 and sent over the active channel, preempting all other calls that would have otherwise prevented its transmission. All active members of the user’s talkgroup (including the dispatcher) immediately switch into a special emergency talkgroup and the Emergency Group Connect session begins. Emergency Group Connect is available on all iDEN handsets; however, the i325IS is the only handset that can initiate the call.

Talkgroup Scan The Talkgroup Scan feature of the Public Safety Package allows subscribers to listen on their handset for communication on more than one talkgroup at a time. Talkgroup Scan is a per subscriber feature that requires use of the i325IS handset. Any handset may be a member of the talkgroup the user is scanning. Talkgroup Scan is fundamentally an extension of Group Connect.

Group scanning is accomplished by setting up “Scan groups” – groupings of up to 4 talkgroups. Customers initiate scanning by pressing the mode key on the handset. The Talkgroup Scan feature will enable public safety personnel, such as supervisors and dispatchers who need to monitor the communications of several groups, to meet their job responsibilities.

Premium Public Safety Customer Care Sprint has employed a Tier-2 customer care team, trained to meet the specific needs of our public safety customers. The team is staffed 24x365, with a goal of providing “One Call Resolution” – i.e. one source for service, billing and technical support questions. To qualify for Premium Care, the customer must be classified as a First Responder (i.e., Police, Fire, EMT, or Federal Protective Services) or purchase either Priority Connect or Emergency Group Connect. There is no additional charge for the service; however, the customer is required to maintain a Tier-1 in-house Care group.

3.5.20 Able to activate equipment and wireless voice service within 24 hours after request in the event of a State disaster/emergency.

Sprint can provide immediate activations during disasters/emergencies. Additional information about our emergency response capabilities is provided in Tab VIII.

3.5.21 Detail procedures required applying for and initiating priority status service.

The National Communication Systems (NCS), a division of the Department of Homeland Security developed Wireless Priority Services (WPS) to meet a directive from the White House to enable authorized National Security (NS) and Emergency Preparedness (EP) personnel to make cellular calls during the event of an emergency or disaster when


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channels might otherwise be congested. WPS is invoked by authorized users on a call-by-call basis by dialing *272 + Dialed Number.

WPS provides priority network access at the originating cell site, which is accomplished through call queuing for radio traffic channels, and High Probability of Completion (HPC) capabilities that enable end-to-end priority treatment. Critical HPC features include:

♦ SS7 IAM enhancements that ‘mark’ and prioritize WPS calls; call marking enables priority treatment to be forward to subsequent nodes and networks that have HPC capabilities

♦ Trunk queuing at the originating and terminating mobile switch ♦ Priority radio channel queuing at the originating and terminating cell site ♦ Call routing enhancements ♦ Glare handling enhancements ♦ Priority treatment of Government Emergency Telecommunications Service (GETS)

calls

WPS is available only for authorized NS/EP users. NCS has established five categories to identify critical NS/EP leadership functions and determine eligibility. Those categories include:

1. Executive Leadership and Policy Makers Users who qualify for the Executive Leadership and Policy Makers priority will be assigned priority one. A limited number of wireless service technicians who are essential to restoring the wireless service networks shall also receive this highest priority treatment. Examples of those eligible include:

♦ The President of the United States, the Secretary of Defense, selected military leaders, and the minimum number of senior staff necessary to support these officials

♦ State governors, lieutenant governors, cabinet-level officials responsible for public safety and health, and the minimum number of senior staff necessary to support these officials

♦ Mayors, county commissioners, and the minimum number of senior staff to support these officials

2. Disaster Response/Military Command and Control Users who qualify for the Disaster Response/Military Command and Control priority will be assigned priority two. Individuals eligible for this priority include personnel key to managing the initial response to an emergency at the local, state, regional and federal levels. Personnel selected for this priority should be responsible for ensuring the viability or reconstruction of the basic infrastructure in an emergency area. In addition, personnel essential to continuity of government and national security functions (such as the conduct of international affairs and intelligence activities) are also included in this priority. Examples of those eligible include:

♦ Federal emergency operations center coordinators, e.g., Manager, National Coordinating Center for Telecommunications, National Interagency Fire Center, Federal Coordinating Officer, Federal Emergency Communications Coordinator, Director of Military Support


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♦ State emergency services director, National Guard Leadership, State and Federal Damage Assessment Team Leaders

♦ Federal, state and local personnel with continuity of government responsibilities ♦ Incident Command Center Managers, local emergency managers, other state and

local elected public safety officials ♦ Federal personnel with intelligence and diplomatic responsibilities

3. Public Health, Safety and Law Enforcement Command Users who qualify for the Public Health, Safety and Law Enforcement Command priority will be assigned priority three. Eligible for this priority are individuals who direct operations critical to life, property and maintenance of law and order immediately following an event. Examples of those eligible include:

♦ Federal law enforcement command ♦ State police leadership ♦ Local fire and law enforcement command ♦ Emergency medical service leaders ♦ Search and rescue team leaders ♦ Emergency communications coordinators

4. Public Services/Utilities and Public Welfare Users who qualify for the Public Services/Utilities and Public Welfare priority will be assigned priority four. Eligible for this priority are those users whose responsibilities include managing public works and utility infrastructure damage assessment and restoration efforts and transportation to accomplish emergency response activities. Examples of those eligible include:

♦ Army Corps of Engineers leadership ♦ Power, water and sewage and telecommunications utilities ♦ Transportation leadership

5. Disaster Recovery Users who qualify for the Disaster Recovery priority will be assigned priority five. Individuals eligible for this priority are responsible for managing a variety of recovery operations after the initial response has been accomplished. These functions may include managing medical resources such as supplies, personnel or patients in medical facilities. Other activities such as coordination to establish and stock shelters, to obtain detailed damage assessments, or to support key disaster field office personnel may be included. Examples of those eligible include:

♦ Medical recovery operations leadership ♦ Detailed damage assessment leadership ♦ Disaster shelter coordination and management ♦ Critical Disaster Field Office support personnel

Requesting access for WPS (Nextel only) WSCA members can request wireless priority service (WPS) at http://wps.ncs.gov/ or by calling 866-NCS-CALL (866-627-2255), select Option “2” to apply. The National Communications Systems (NCS) informs Sprint of companies approved for WPS and at what Priority Level. Once notified of approval status, Sprint provisions WPS for you.


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WPS for CDMA CDMA standards bodies approved the technical solution for implementing Wireless Priority Service (WPS) for CDMA networks. Sprint, in concert with other CDMA carriers, equipment manufacturers, and government agencies developed these standards. All lab and field testing has been completed and Sprint now offers WPS on CDMA to all Nortel and Lucent markets deployed.

From an infrastructure standpoint, Sprint’s CDMA wireless technology allows increased capacity over other wireless technologies and minimizes capacity issues. CDMA often enables our wireless network to perform better in emergencies than networks based on inferior technologies. Additionally, our Network Operations Control Center proactively monitors our network to identify potential capacity issues and solve them as quickly as possible. Sprint’s General Disaster Recovery Plan provides a rigid, market-specific process to minimize downtime in the case of a natural or man-made disaster.

3.5.22 List all airtime or fees associated with priority service.

Fees for priority services are provided in the Cost Proposal as an optional service.

3.5.23 Describe whether you will be using partners or resellers for this contract. If so, provide any necessary certification with response, and a list of recommended resellers. Are users of this contract able to use your retail stores? If so, define the process.

Sprint has agreements with thousands of Authorized Indirect Dealers throughout the country that offer customer support through sales offices, repair centers and retail store locations.

To find a Sprint store near you, visit www.sprint.com/storelocator. WSCA members may visit any Sprint Authorized Dealer for support.

3.5.24 Define any value-add services as part of your offering in your response. This may include, but not necessarily be limited to:

• Satellite capabilities;

Sprint does not currently offer satellite services.

• Push-to-talk;

For 17 years, Sprint has been offering the industry leading Nextel Direct Connect, our digital, long-range push-to-talk (PTT) service available anywhere on the Nextel National Network and compatible Sprint phones on the Nationwide Sprint Network where available.

With calls averaging less than 36 seconds and call setup time occurring in less than a second, versus call setup time in five seconds or more for a cellular call, Nextel Direct Connect is essentially the voice equivalent of Instant Messaging. Nextel Direct Connect captures the richness of voice conversation that is otherwise lost in text-based messages, while giving WSCA members a direct “hotline” to their work community ensuring efficiency and responsiveness.


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EMERGENCY RESPONSE TEAM BENEFITS

♦ Provides an easily deployable and

scalable set of voice, video and data equipment

♦ Seamlessly augment government communication structures

♦ Provides programming, training and technical support

♦ Infrastructure Leasing (mobile cell sites)

♦ Backup communications during T1 or Dispatch failures

♦ Professional services, including pre-implementation help, training, on-site support, and network support

DIRECT CONNECT BENEFITS

♦ Many of the proposed WSCA member plans include Unlimited Direct Connect & Group Connect for no extra charge

♦ 18 years of push-to-talk experience ♦ Cost and time efficient ♦ Only carrier that offers the fastest

Direct Connect latency (with guaranteed talk permit -GTP)

♦ Supports over 11M subscribers ♦ No reliance on the Public Switched

Telephone Network (PSTN) ♦ Interoperability with first responders

In 2010, Sprint expanded our PTT capabilities with an aggressive roadmap of new capabilities, devices and applications. Today, Sprint users can instantly connect with any Nextel Direct Connect subscriber on the Nationwide Sprint Network where available. Sprint is the only national carrier where direct connect users can instantly connect with another direct connect users on another network. Additionally, customers can use Nextel Direct Connect in and between up to six countries, including Argentina, Brazil, Canada, Chile, Mexico and Peru. In addition, customers can use Nextel Direct Connect from the U.S to these six countries.

Many of our proposed rate plans include unlimited Direct Connect minutes. Please see Cost Proposal for specific plan information. The majority of the proposed rate plans include unlimited Direct Connect minutes.

• Emergency services;

In 2002, Sprint formed an Emergency Response Team (ERT) to provide critical communications and personnel to assist first responders and corporations with relief efforts.

Sprint’s ERT is an experienced, cross-functional group that provides wireless telecommunications equipment, infrastructure and personnel operations support to military, federal, state and local public safety, law enforcement agencies and private corporations during Presidential Declared Disasters/Emergencies, Field Training Exercises, Agency-Specific Events and National Special Security Events. The ERT designs and implements the internal policies and procedures necessary to enable timely and effective deployments of Sprint’s products and services. The ERT utilizes existing products and services in partnership with public safety agencies to provide a secure, stable wireless communications platform that augments the capabilities of their existing network and provides interoperability among other private radio networks during a crisis or short-term event.

ERT core members combine wide-ranging military and federal law enforcement experience with extensive technical communications expertise, in conjunction with certifications in Business Continuity, Homeland Security, HAZWOPER and Project Management. ERT core members encompass the following:


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♦ Public Safety & Military Experience: ERT members have served in a variety of operational positions as diverse as Psychological Operations, Communications and Federal Investigations in the Army, Navy, Marine Corps, Air Force, Police, Fire, and EMS.

♦ Security Clearances: ERT members hold security clearances, up to Top Secret, with the Department of Defense and Department of Justice.

♦ Technical Communications Experience: ERT members have extensive experience working on a variety of communications systems including 800MHz, VHF, UHF, Satellite and IPoS. Additionally, the diversity of experience in communications extends to Field Operations, Network Operations, Audio Cross Connect Switch Deployment, System Performance and Radio Frequency Design.

ERT has deployed in support of over 700 federal, state and local Public Safety, Law Enforcement and Military organizations in over 3800 deployments throughout the United States. The four types of deployments that Sprint’s ERT has supported include Disaster Support, Field Training Exercises, Agency Specific Event Support and National Special Security Event support.

These services may require WSCA members to sign separate terms and conditions outside of the WSCA Master Agreement.

Please see Tab VIII for detailed information about our emergency services.

• Green initiatives; and

Sprint believes it is essential to engage with its employees on the full spectrum of its CR priorities. There will always be employees who are personal champions of sustainability, as well as those who will remain skeptics. The most interesting opportunity is those that fall in the middle. We need to increase their engagement and participation in our sustainability efforts. Ultimately, we believe this will lead to increased employee satisfaction, loyalty to the company, and even an increase in their environmentally friendly behaviors in their personal lives.

♦ In April 2009, Sprint launched an employee environmental awareness campaign “5 Green Things” that outlines five fundamental steps Sprint employees can take to begin to reduce their environmental impact at work, and to ultimately help the company achieve its environmental goals. The program encourages employees to: manage energy usage; minimize trash; commute smarter; print less; and recycle electronics.

♦ For the past ten years, Sprint has held an annual Earth Day celebration. The biggest event is held on the Sprint headquarters campus where more than 50 exhibitors, both internal and external, participate with information booths. Attendance has increased year over year with this now being one of the most popular employee events on campus. The event has featured “green” cars, free tree seedlings, free CFL light bulbs, education about composting and rain barrels, EPA program and park conservation officials, state and local government officials, and more. In 2010, the event was partnered with “bring your child to work day” so that employees’ children could participate in the celebration as well.


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♦ Starting in 2008, Sprint has been participating in the World Wildlife Fund’s Earth Hour for climate change awareness. Thousands of businesses around the work participate by turning off portions of their power for 60 minutes to draw attention to climate change. We promoted the program and the significance of it through our employee website and our sustainability newsletter. Our iconic clock tower on campus went dark for the event and employees were encouraged to participate personally as well.

♦ Sprint joined the EPA “Change-a-Light” for energy conservation effort in 2009. Through our employee website, we asked employees to make a “pledge” to change out at least one incandescent bulb to a more energy efficient CFL.

♦ In the first quarter of 2010, we expanded the distribution of our sustainability newsletter, Sprint Re:source, to all employees. The newsletter includes an executive perspective on Sprint sustainability efforts, an employee perspective, and deep dives on corporate-sustainability topics such as device recycling, hydrogen fuel cells, and paper-management issues.

♦ Sprint has a broad range of other employee engagement efforts for sustainability such as personal-document shredding days, e-waste collection drives, environmental-volunteerism events and recycling for batteries. We also have a dedicated employee website, ECOnnect, where employees can learn more about corporate-sustainability efforts and efforts they can adopt at home to live a more environmentally responsible lifestyle.

Additional information about our environmental initiatives has been provided in Tab VIII.

• Buyback programs.

Since 2001, Sprint has collected more than 20 million mobile phones for reuse and recycling through our Sprint Re:cycle programs. Sprint is the first and only wireless carrier to announce a long-term goal for collections. Our target is to collect nine phones for reuse and recycling for every 10 we sell by 2017, a 90% collection rate. We plan to accomplish this goal by employing innovative collection strategies and offering incentives to our consumers who participate in our Sprint Re:cycle programs. Currently, we offer participating customers two options: get paid through Sprint Buyback or “pay it forward” through Sprint Project Connect.

Sprint Buyback An October 2009 ABI Research Brief on “Green Handsets” found that of 1,000 people surveyed who had not yet recycled a handset, 98 percent were prepared to return handsets to an operator's store, to a charity, to a refurbishing company or to the manufacturer – but only in return for some compensation, either cash, store credit or a tax deduction. The Sprint Buyback program offers financial incentive to current and new Sprint subscribers who turn in up to three eligible wireless devices, per active line of service, per year. Sprint Buyback accepts all eligible wireless devices, regardless of manufacturer or carrier, through its program, so customers who have an old phone from a Sprint competitor can still be rewarded for doing the right thing. Customers can take their unwanted phones to one of the Sprint stores nationwide, participate via the


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program’s Web site (www.sprintbuyback.com), or call the toll-free hotline (866-364-5680). Shipping is free.

Sprint Project Connect Project Connect is a free service that is available to anyone. It accepts all retired wireless phones, batteries, accessories and data cards, regardless of carrier or condition. All equipment collected through the program is either sold for reuse or recycled if the phone is obsolete or non-functional. Participation is easy and convenient. Free postage-paid envelopes are available at any of the Sprint stores in the U.S. and in the box with most of the new devices that Sprint sells, including data cards. In addition, free postage-paid mailing labels can be printed through our Project Connect website: www.sprint.com/responsibility/communities_across/project_connect.html?ECID=vanity:projectconnect

All net proceeds generated from the sale of equipment collected through Sprint Project Connect go to fund and promote free Internet safety resources for kids, parents and educators. Charitable partners include the National Center for Missing & Exploited Children, Boys & Girls Clubs of America, the NEA Health Information Network, and the Family Online Safety Institute. To learn more about Sprint's 4NetSafety program and how we’re helping kids to make safer, more informed decisions when using technology to connect with others, go to our website at www.sprint.com/4netsafety/.

Sprint Re:cycle Operations Rather than rely on other vendors to manage all of the back-office operations of its reuse and recycling programs, Sprint has put in place environmentally rigorous operations to support its Sprint Re:cycle efforts. Our objectives are to maximize reuse, extract the maximum salvageable material from collected devices, ensure that no e-waste enters the general waste stream, and protect the personal data of wireless users through effective data removal.

3.5.25 Define how you will improve coverage to using entity offices (buildings/facilities/sub-ground level offices, etc.) that experience inadequate wireless voice service. Identify all basic equipment provided as necessary for your standard operation within your wireless network. Provide in your cost proposal, any hourly rates or other associated costs for on-site installations that may be necessary.


The coverage solution shall be subject to a separate CNS agreement with separate terms, conditions and fees, including but not limited to capital contributions and/or purchase commitments.

Additional information about our CNS capabilities has been provided in Tab VIII.


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4G NETWORK FEATURES

♦ WiMAX has been tried and tested for two years

♦ Already providing service to over 1 million users in over 70 markets

♦ Provides clear migration plan from 3G infrastructure

♦ Higher bandwidth with lower latency

♦ Already supports many handsets, connection cards and embedded devices, such as netbooks and tablets

3.6 Broadband Support Services (Band 2) 3.6.1 Provide quality wireless broadband services at the lowest cost available in a timely and

efficient manner.

The Sprint Mobile Broadband Network (inclusive of data roaming) reaches more than 272 million people, 18,701 cities and 1,846 airports. In October 2006, Sprint became the first carrier to deploy its mobile broadband network with faster, third-generation Evolution - Data Optimized Revision A (3G EV-DO Rev. A) technology commercially. Today, the vast majority of the Sprint Mobile Broadband Network has been upgraded to faster EV-DO Rev A technology. Sprint is the only carrier to offer wireless SLAs, and we’ve never had to pay out on them. Sprint tested as the most reliable 3G network among US carriers in a recent 13-city 3G performance test conducted by PC World. Sprint’s data network performed more reliably than AT&T’s in every region of the country and in every city within each region.

Sprint 4G Services promises to bring faster speeds (up to five times faster than current third-wireless devices) and greater mobile Internet convenience to customers. It will enable a completely new range of devices, applications and uses for our customers. What this means is a new interactive communications, high-speed Internet browsing, social networking tools, local and location-centric services and multimedia services including music, video, mobile TV and on-demand products through the Internet.

To meet the challenge of wirelessly connecting to corporate LANs, Sprint offers Sprint Mobile Access Solutions, a set of complete and truly integrated, transport-agnostic mobility solutions that take advantage of our Sprint 3G and 4G1 networks and our industry-leading Tier 1 Global IP backbone to provide carrier-grade connectivity solutions to WSCA employees and remote offices.

Sprint Mobile Access Solutions can help WSCA increase staff productivity and customer satisfaction by enabling your employees to access information for customers faster than ever and from wherever they are. Through a comprehensive portfolio of products and services, Sprint Mobile Access Solutions can meet your growing and diverse needs to do business wherever you are.

Components of Sprint’s Mobile Access Solutions include:

Sprint SmartView Sprint SmartView is a single software connectivity solution for securely connecting to your corporate LAN or other networks using a remote device client – via multiple Internet access types. With Sprint SmartView, WSCA employees can access and/or manage your corporate network environment via Sprint 3G and 4G, Wi-Fi and Sprint International GSM roaming2 networks.

1 Where available 2 For compatible devices


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Sprint SmartView works across Windows platforms (including XP, Vista and 7) and Apple platforms (including Mac OS X – Tiger, Leopard and Snow Leopard) and also supports GPS, multiple VPNs and additional applications that can be customized to meet WSCA specific needs.

Sprint SmartView

Sprint Data Link and Wireless WAN Sprint Data Link and Wireless WAN - Sprint Wireless WAN represents a flexible, low-cost solution that can provide WSCA with a competitive advantage

o As a primary access solution o Reduce costs – more cost effective when compared to traditional circuit

based solutions such as Frame Relay o Improve cash flow and decrease risk– support credit card transactions in

remote locations and become less reliant on cash transactions o Flexibility – reduces time-to-market and increases market penetration

o As a back-up solution o Cost effective – a low cost back-up to wireline access compared to ISDN o Reduce risks – backs up mission critical applications required to drive cash

flow and serve customers

Managed Wireless WAN Sprint’s Managed Wireless WAN is an extension of our Wireless WAN solution, an alternative to traditional “wired” access services to the corporate WAN for WSCA remote locations. With Managed Wireless WAN, Sprint’s Managed Network Services (MNS) team can manage the Wireless WAN routers and antennae at your remote office locations, providing a complete solution that requires no maintenance by WSCA IT staff.


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Static IP Managing the remote devices on the wireless network is made simple by adding Static IP, which enables access from the corporate enterprise for maintenance, software updates and monitoring. A static IP address also allows for added security for creation of IP-SEC Tunnels, firewalls rules and access lists that can be created specifically for your application and access needs. Static IP is useful for applications that require two-way communications, such as meter readers, video cameras, electronic billboards, tracking devices, routers and Web servers. By adding Static IP to a phone or data device, WSCA can enable such applications.

Phone-as-Modem (PAM) Connectivity Solution With Sprint’s Phone-as-Modem Connectivity Solution, WSCA mobile workers can tether their smartphone to their laptop to enable Internet access where wireless hotspots are not available. Using a 3G single-mode or 3G/4G dual-mode smartphone as a modem is an easy process via the USB cable that is included with the phone. Newer models can share the wireless connection via WiFi, effectively functioning as a small-scale wireless hotspot. A PAM-supported service plan is required.


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Sprint Connection Card By plugging your Sprint Connection Card into your computer, WSCA mobile employees can download large files or conduct/participate in video conferences without the lag time normally experienced on slower networks. With access to the ultra-fast speeds, easy step up and compatibility with Windows and Mac operating systems, it’s a perfect portable solution for both personal and business use.

Embedded Mobile Computing Solutions Sprint has partnered with leading manufacturers to build mobile broadband components directly into powerful, cutting-edge devices. Our embedded mobile computing solutions extend Sprint’s wireless portfolio beyond handsets and other connection devices designed for human-machine interaction to offer a broad range of wireless solutions that include machine-to-machine interaction (M2M). Sprint’s Embedded Mobile Computing Solutions combine the following three elements:

♦ Devices – Sprint works with leading Original Equipment Manufacturers (OEMs) to bring to market the highest quality equipment.

♦ Wireless Network – Sprint is the first carrier able to offer both 3G and 4G networks

♦ Software Infrastructure – Through our relationships with Industry Solution (IS) Partners, Application Partner Programs (APPs) and Technology Partners, Sprint brings to market mobile applications designed to meet the unique needs of several strategic verticals.

Sprint M2M Services3 Sprint M2M Services are high-speed wireless connectivity solutions where one or both ends of a connection are devices whose primary function is the transfer of real-time wireless data through embedded wireless, local or wide-area networking. Applications of M2M include Fleet Management, Asset Tracking, Metering, Security, Vending, Remote Monitoring, Emergency, Public Transport and more.

Mobile Router Solutions With Sprint Mobile Router Solutions, WSCA users can create a secure Wi-Fi network for multiple users to access the Internet. Routers run off a single mobile device to share the 3G or 4G wireless data signal, via Wi-Fi or Ethernet. The Wireless Router, an activated 3G single-mode or 3G/4G dual-mode modem and a Sprint data plan are all you need to create instant Wi-Fi hotspots anywhere you need to access the Internet.

Sprint Personal Hotspot PHS300S Sprint Personal Hotspot PHS300S brings Sprint 3G and 4G networks to a wealth of Wi-Fi devices that were not able to use it before, including Apple’s iPhone, iPod Touch, Roku Digital Video Player, Apple TV, Wi-Fi enabled smart phones, laptop computers, netbooks, PDAs, portable gaming systems and consoles, and digital cameras. Sprint Personal Hotspot PHS300S allows 4

3 Sprint M2M is not available on Sprint 4G Network


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Simultaneous Connections and supports the Sprint U301 and 250U by Sierra Wireless for 3G and 4G. It works with over 30 Sprint 3G Enabled Devices and is completely portable and upgradeable for future enhancements.

Cradlepoint MBR1200 Broadband Router The Cradlepoint MBR1200 Failsafe Gigabit N Router is a robust Wi-Fi (802.11n) router with 3G and 4G failover capabilities. Built for home, small business, branch offices, temporary and remote environments seeking to implement continuous, always-on connectivity. With its failover/failback capability, the MBR1200 automatically switches to a secondary connection (either wired or wireless) when the primary service is interrupted. Once the primary service is restored, the MBR1200 will automatically return to the primary connection – keeping the WSCA employees online with minimal interruption.

Why Sprint Mobile Access Solutions? Sprint is committed to pursuing multiple technology solutions that enhance and expand the experience of our customers. Sprint Mobile Access Solutions are not only interoperable with existing network architectures but also enable opportunities for future scalability requirements with a clear migration path to emerging converged wireless and wireline technologies.

WSCA can take advantage of our capacity to provide a complete solution. As a recognized leader in nationwide 3G wireless, the first national carrier providing 4G wireless services, a major global carrier of wireline IP traffic, and the country’s premier provider of push-to-talk, Sprint proudly delivers it all. Add to this an array of converged IP products, mobile phone GPS services, and an array of application partners, and Sprint is ideally suited to stay ahead of the curve. In addition, WSCA members can realize the cost effectiveness of integrating both wireless and wireline service and support from a single provider. Our integrated wireless and wireline service and support allow WSCA members to steer clear of the traditional patchwork of networks and providers that all-too-often invites security concerns, compatibly issues, and management challenges. A better breed of truly integrated access: that is the power of Sprint Mobile Access Solutions.


3.6.2 Establish and provide a set of “standard” plans for broadband services.

WSCA members will be able to select from tiered Connection Card plans. Sprint is proposing a 3G Unlimited Broadband Connection Card Plan, a 3G 5 GB / 4G Unlimited Connection Card Plan, a 5GB Embedded Device Plan (netbooks) and a 3G Table Plan (2GB). Pricing is provided in the Cost Proposal.

3.6.3 Define your statewide and national Broadband Services coverage by each state.

The Nationwide Sprint Network is built on a single, digital technology, allowing WSCA members to expect the same features and consistent service levels almost anywhere they travel on our nationwide network. Nearly this entire network now provides 3G data service.

Including roaming and partner networks, Sprint’s wireless voice and data coverage is currently available to over 276 million people in the United States, including Puerto Rico and the U.S. Virgin Islands. 277 million of these people can enjoy 3G data speeds in their


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home location. Across the country, the Sprint 3G Network reaches 19,682 cities and 1,960 airports.

The following map of the continental U.S. shows Sprint coverage across the country and whether the coverage is provided by Sprint or a roaming partner. It also shows where the data coverage is 3G, 4G, other data coverage. 4G areas also have 3G coverage.

=


State coverage maps have been provided on CD and in hard copy in a separate binder due to the size of the files.

3.6.4 Provide detailed in-network (no roaming) data services coverage (including available coverage maps) for States, with an overlay of counties and major highways. Coverage maps must correspond to the basic no cost handsets provided (i.e., the basic handset must be able to access the internetwork areas defined in the coverage maps without incurring any roaming charges when calling within the calling plan locations).

Sprint does not charge for domestic roaming for broadband services. The maps provided on CD and in hard copy depict each state’s coverage, including roaming, as well as county lines and major highways.

3.6.5 Provide detailed national in-network (no roaming) data services coverage national maps, with an overlay of states, counties and major highways. Coverage must correspond to the basic no cost handsets provided (i.e., the basic handset must be able to access the internetwork areas defined in the coverage maps without incurring any roaming charges when calling within the calling plan locations).

Sprint does not charge for domestic roaming for broadband services. The maps provided on CD and in hard copy depict the Nation’s and each state’s coverage, including roaming, as well as county lines and major highways.


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3.6.6 Provide updated coverage maps as described above upon request.

Sprint will provide updated coverage maps upon request.

3.6.7 Notify each State’s designated key contact at least five days in advance of any planned service outages and/or scheduled maintenance. This notification must include impacted coverage areas and an estimate of the outage timeframe.

Please see Attachment B1 in Tab V for Sprint’s additional exception and clarification to this requirement. Sprint plans downtime for both wireless and wireline networks when it would least affect WSCA members’ service. For IP services, Sprint schedules maintenance identified as “customer impacting” on Monday between 1 A.M. and 5 A.M. local time for U.S. customers and on Saturday between 12 A.M. and 6 A.M. for international customers. Wireless and wireline maintenance takes place 11 P.M. – 6 A.M. Sunday through Thursday. Customer impacting from 1 a.m. to 5 a.m. Maintenance activities not expected to affect WSCA members are scheduled between 11 p.m.-6 a.m. local time. For, IP based services including MPLS the standard maintenance window is Monday between 12 a.m. – 6 a.m. and 12 a.m. – 6 a.m. on Sunday for International locations.

Customer impacting activities are changes that cause:

♦ Degradation to voice services ♦ Degradation to provisioning ♦ Degradation to data services ♦ Planned Downtime Customer Notification**

To ensure the impact is minimal, Sprint notifies customers at least 14 days before any scheduled wireless and wireline network maintenance that could affect WSCA members’ service.

Occasionally, it is necessary to perform demand or emergency maintenance to prevent an outage condition. Sprint performs demand maintenance during the next available scheduled maintenance window and emergency maintenance is performed immediately.

Unplanned Downtime Customer Notification** To partner better with WSCA, Sprint sends notification within 45 minutes of realizing a wireless or wireline network event has occurred. Sprint sends a message to each appropriate state contact at the onset of the event. This message includes event type, start and end dates and times, areas and platforms affected, and customer impact.

**To receive notifications, each state contact must be subscribed to the Customer Notification Service. Each WSCA member’s representative can work with their Sprint Account Team to subscribe.

What States Can Do to Ensure Customer Notification Each WSCA member can request to enroll for the customer notification service via our online notification service for no additional cost. With Customer Notification, states can


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receive timely notifications via e-mail and/or text messages to wireless devices (U.S. only), or both, depending on preference. This service provides alerts on ticket events, network events and scheduled maintenance.

Customer Notification supports:

♦ All wireless voice and data products ♦ IP Products (dedicated IP, MPLS, SprintLink Frame)

Up to 100 employees from each member agency can receive Customer Notifications. Each WSCA member may choose to receive Customer Notification for specific times or days of the week; select notification messages for specific locations; and/or designate geographic regions for which wireless notifications messages may be sent.

Customer Notification is sent via our Enterprise Notification System (ENS) for planned and unplanned downtime on the Sprint Wireless Network.

3.6.8 Describe an ongoing process to improve coverage for areas that are having inadequate or less than 50% coverage. Provide timeline of anticipated improvements.

Sprint’s current expansion plans for the Nationwide Sprint Network (CDMA) and Nextel National Network (iDEN) focus on addressing any capacity issues or coverage gaps at the market level. Much of the current focus is on upgrading our few remaining CDMA 1x data sites to EVDO rev A.

Sprint also continues to add cellular voice and data carriers as warranted by our capacity analysis in existing coverage areas or as market conditions suggest desirable new coverage locations. However, most of Sprint’s current wireless expansion plans are focused on Sprint 4G.



3.6.9 Identify all basic equipment provided as necessary for vendor’s standard operation within Contractor’s wireless data network for all subscribers (new activation or regular contract term subscribers). This shall include, but may not be exclusive to, voice handset, AC power charger/adapters and compatible hands-free accessory(s).

WSCA members may continue to utilize any existing Sprint wireless devices in order to continue Sprint service. All current devices, their features, included accessories and pricing has been provided in Cost Proposal.


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3.6.10 Allow for a designated trial period for testing/evaluating equipment without additional charges or fees. Designate the timeframe for the ‘trial period’ and procedures for implementing this policy.

Sprint will provide a predetermined number of demo units for a predetermined length of time for WSCA members. The number of demo units and length of time will depend on the local market availability and types of services requested from the WSCA member. For wireless handsets, the typical length of time is two weeks to 30 days. Other types of devices will vary.

3.6.11 Indicate if Contractor is anticipating migration to new or different technology. If so, identify the changes that subscribers shall anticipate proposed timeline and plans to ensure a smooth transition to the new technology.

The next generation of mobile broadband, Sprint 4G network, offers turbocharged speeds, higher capacity and reduced network latencies compared to 3G networks. Sprint 4G represents a shift in the way people use mobile broadband. Businesses, consumers and local governments can extend their full Internet experience beyond home or office use with average speeds of 3-6 Mbps downlink and 350-500 Kbps uplink (peak speeds up to 12 Mbps downlink and 5 Mbps uplink). These speeds, combined with latencies of approximately 80 to 100 milliseconds, enable many higher-bandwidth and latency-sensitive applications that are poorly served by 3G networks.

Sprint 4G is rapidly being deployed across the nation, with current coverage in over 70 markets. Today, the Sprint 4G network is powered by WiMAX. With WiMAX and its global ecosystem, a clear spectrum advantage and a comprehensive migration plan to evolve from our current 3G infrastructure, all the pieces to drive the global evolution of wireless broadband are in place years ahead of the competition.

In addition to performance, benefits of Sprint 4G include:

♦ Cost Savings. Tremendous cost advantages can be realized from the low-complexity design, all-IP foundation and economies of scale.

♦ Embedded Devices. Low cost chipsets embedded into laptops and other consumer devices will help expansion into consumer electronics and drive the next wave of broadband applications.

♦ Dual-mode 3G/4G Mobile Devices. Devices that offer the coverage of the Sprint 3G network while harnessing the turbocharged speeds on the new Sprint 4G network

As the first national wireless carrier to offer customers 4G service and to offer access to both Sprint 3G and 4G networks on one device, Sprint will continue to lead in mobile broadband deployment. Wherever WSCA members are traveling, chances are they can leverage Sprint 3G and 4G networks to conduct their duties.

Sprint takes pride in its ability to balance customers’ needs for innovative services and a network free of service disruptions often associated with integrating new feature sets. Sprint’s approach to new technologies is focused on leveraging our integrated network, performing “behind-the-scenes” upgrades, and employing gradual migrations when necessary to implement our most sophisticated new technologies.


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One of the advantages of Sprint over other nationwide wireless providers is the integration of our voice and data networks. Users do not need frequent handset replacements or risk reduced coverage whenever enhancements are added to equipment or services. Our tight integration typically results in fewer necessary major upgrades in each subscriber market to implement sophisticated new features. For instance, our data services are not reliant upon complex network overlays to provide our diverse array of data services such as two-way messaging, Java applications, and other online features. Rather, our cell sites, switching centers, and other network elements work in unison to offer fully integrated services to our customers.

Because of our network architecture, many of our mobile technology upgrades are accomplished without disrupting our customers’ experience. Many carriers require an upgrade program to protect their customers against devices becoming obsolete due to changes in technology. Sprint devices are “backward compatible” - with feature and capability upgrades predominately network-based. Current Sprint devices will continue to function seamlessly as network upgrades are performed (some will require a software upgrade to the handset, completed at Sprint’s retail stores nationwide at no cost or Over-The-Air on most devices.)

Connection Cards will automatically download software and firmware upgrades. As Sprint upgrades network elements, new packages are loaded to Sprint’s auto-update server. The subscriber’s laptop software occasionally checks this server and the subscriber is prompted to download and install the upgrade(s).

Regardless of any future technology integrations requiring customer action, Sprint will coordinate with our customers to help eliminate service disrupting events, which would lessen our subscribers’ overall wireless communications experience.

Please see Attachment B1 in Tab V for Sprint’s additional clarification regarding Section 3.6.11.

3.6.12 Describe repair/replacement procedures/processes in detail for the following situations (including description of forms and information required):

WSCA members can protect their wireless assets with Sprint’s options for device replacement and repair. Below, we have provided an overview of each of our repair options.

Total Equipment Protection The best value for WSCA members to protect their equipment is Sprint’s Total Equipment Protection. This coverage combines the protection offered in the Equipment Replacement Program and the Equipment Service and Repair Program for devices active on the Sprint account at the time of the incident.

Total Equipment Protection provides insurance coverage for active Sprint devices from loss, theft, physical or liquid damage, plus provides service contract repair or replacement for mechanical or electrical problems, normal wear and tear and routine maintenance. Customers are allowed three Equipment Replacement Program insurance replacements in any 12-month period, with a non-refundable deductible for advanced wireless devices, for each approved request. Repairs or replacement under the Equipment Service and Repair Program are at no additional charge. Replacement of equipment will be of the same or a comparable model. Replacement equipment may be reconditioned.


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TEP Key Benefits for Businesses ♦ All phone issues are covered for a predictable monthly expense. Corporate-liable

(CL) customers may receive a discount per enrolled device, depending on volume. ♦ CL customers who want to enroll 10+ lines can do so at anytime – the 30-day

enrollment restriction is waived. ♦ TEP enables employees covered by CL accounts to resolve issues without going

through their company administrator – they can visit a store or contact Care to resolve their issues directly.

♦ Sprint has service locations throughout the country to support repairs; subscribers can access service conveniently and not risk being without their phone and losing contacts and other content.

♦ The loss, theft or physical claim process is fast and convenient on www.phoneclaim.com, with instant claim approval and email notification. Phones are replaced quickly to lessen the impact of missed business opportunities. Replacement phones are delivered the next day if the claim is filed by 10:00 pm CT.

♦ Specific high-risk or high-cost devices can be protected – not all phones on the business account must be covered.

Replacement and Repair Programs Either of the two programs included in Total Equipment Protection are available separately:

♦ Equipment Replacement Program. The Equipment Replacement Program, underwritten by Continental Casualty Company, covers the replacement of your Sprint or Nextel device in the event of loss, theft, physical or liquid damage. Subscribers are allowed 3 replacements under this program in any 12-month period. A non-refundable for advanced wireless devices, applies for each approved replacement.

♦ Equipment Service & Repair Program. The Equipment Service and Repair Program covers the service and repair or replacement of your Sprint or Nextel device for mechanical or electrical problems, normal wear and tear and routine maintenance. The malfunctioning device must be turned in at the time of replacement.

Individual Service Options Service and Repair Centers, conveniently located around the U.S., provide programs for equipment repairs. The following table describes service and repair options and related charges if you choose not to enroll in one of the Equipment Protection Programs.

Option Turnaround Price Sprint Phone Repair Center Service Visit one of 400 Sprint Phone Repair Centers for face-to-face service. For the nearest location, visit www.sprint.com/storelocator

1-3 business days Not all phones are eligible

Without TEP or ESRP, a per-incident service will be charged for both in-warranty and out of warranty service.*

Customer Care Call Customer Care for self service and request a replacement for a defective or non-working phone.

1-3 business days All devices ship standard overnight

Without TEP or ESRP, a per-incident service fee will be charged for both in-warranty and out of warranty service.*

*Service Fee covers devices with mechanical or electrical failure due to defect, normal wear and tear, missing components, cracked housing/LCD, or broken hinges/ports/lenses.


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Not Covered: Lost or stolen devices, liquid damage or corrosion, battery, accessories and damage beyond repair.

Repaired or replaced equipment is covered from hardware or software failure for 30 days. Customers will receive a repaired or replaced unit at no charge if the equipment exhibits software or hardware failure within 30 days from time of original repair. The Service Center determines whether the equipment is repaired or replaced. The customer must return to the original repair location for this policy to apply.

3.6.12.1 Provide in detail, the length and terms of the warranty/maintenance and service provided with piece of equipment/device/accessory;





Alternatively, customers can receive warranty service at more than 400 Service and Repair locations nationwide for a convenience fee.

In addition to the warranty provided by the manufacturer, Sprint offers optional plans to cover WSCA equipment for non-warranty claims. Total Equipment Protection (TEP), a combination of the Equipment Service and Repair Program (ESRP) and the Equipment Replacement Program (ERP), covers all handset- related issues except fraud and intentional abuse. TEP is the best value; however, both ESRP and ERP are available separately. The repair fee is waived if enrolled in these programs.

ESRP includes coverage for mechanical or electrical failure, routine maintenance or failure from normal wear and tear. ERP includes insurance for loss, theft, physical damage, liquid damage or corrosion. TEP, ESRP or ERP may be added to your line within 30 days of activating or upgrading your device, at the time of a paid repair or at any time when enrolling 10 or more lines on the same account.

3.6.12.2 Repair of equipment with new standard parts or parts of equal performance to new parts;

Our service and repair options are described above. New or equal performance parts will be utilized for repair.

3.6.12.3 Repair/replacement parts for all equipment covered under warranty;


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All Sprint Nextel devices and accessories come with a limited one year manufacturer’s warranty. The manufacturer warranty begins when the Sprint or Nextel device, Sprint Mobile Broadband Connection Device, or accessory is activated. Warranty details are provided in the device packaging and are available at www.sprint.com for download. Warranties are exclusive to the manufacturer and are submitted directly to the manufacturer by the customer.

3.6.12.4 Detail all situations where States may/will incur cost of repairs/replacement for equipment, i.e., shipping, gross neglect of equipment by subscriber, etc.;

The service and repair plan options provide the requested information above. Related pricing is provided in Cost Proposal.

3.6.12.5 Repairs for out of warranty equipment (i.e., discounted pricing for repairs);

Our service and repair options provide options for both in-warranty and out-of-warranty repair options are described above.

3.6.12.6 Repairs/replacements/loaner equipment in which replacement equipment will be new or factory refurbished; and

Repairs and replacements will utilize new or like new equipment. Loaner devices are not part of the service and repair options described above.

3.6.12.7 Walk-in repairs at retail stores.

Information regarding the walk-in repair option is provided above.

3.6.13 Enclose all warranty information with all equipment at the time of delivery/shipment, and provide additional warranty information as requested by the subscriber.

All device shipments will contain warranty information. Additional information can be found on sprint.com or requested from each member’s Sprint Account Team. Sprint does not manufacture equipment and offers no warranty on any equipment beyond the manufacturer’s warranty provided directly from the manufacturer to the Customer upon receipt of the equipment. Sprint products and services are provided “as is.” Sprint disclaims all express or implied warranties and in particular disclaims all warranties of merchantability, fitness for a particular purpose, and warranties related to equipment, material, services, or software.

3.6.14 For each of equipment/device/accessory, submit a full listing of walk-in service/repair center locations in each respective state, with qualified personnel to repair the equipment on site that will manage all service and repairs under agreement. Include contact name and phone number for each location.

Sprint has over 400 service and repair centers around the country. We have provided this information on CD due to the size of the file.

3.6.15 Have the ability to provide wireless data services for any equipment that has wireless voice service capability. List the equipment supported by your company and the supporting wireless data services; include a brief description of all services.


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Sprint offers several Mobile Broadband Connection devices to help mobile workers get the data they need no matter where they are - Now. Combined with Sprint Mobile Broadband Plans, employees can wirelessly access their e-mail, the corporate network, and the Internet on the Nationwide Sprint CDMA Network. In areas where Sprint Mobile Broadband Service (EVDO) is not yet available, connection cards run at speeds averaging 50-70 kbps (peak speeds of 144 kbps).

With Sprint’s Phone-as-Modem Connectivity Solution, WSCA members’ mobile workers can tether their smartphone to their laptop to enable Internet access where wireless hotspots are not available. Using a 3G single-mode or 3G/4G dual-mode smartphone as a modem is an easy process via the USB cable that is included with the phone. Newer models can share the wireless connection via Bluetooth, effectively functioning as a small-scale wireless hotspot. A PAM-supported service plan is required.

Currently available Sprint Mobile Broadband devices:

Connection Cards Features

Sprint 3G/4G USB U600

♦ Sprint 3G & 4G compatible ♦ Built-in Antenna, External Ports ♦ Sprint SmartView ♦ 270-degree rotating USB connector makes it easy to plug into

any USB port. ♦ AutoConnect (NDIS) ♦ Compatible with Windows 7 in compatibility mode, Windows

Vista, Windows XP, and Mac OS 10.5, 10.6 w/Intel Platform ♦ Frequency: CDMA Dual Band 800/1900 MHz, GPS 1.5GHz L-

Band, WiMAX 2.5 GHz ♦ GPS-Enabled ♦ Hands free activation

Sierra 250U 3G/4G Dual Mode

♦ Access to 3G and 4G (where available) Networks Chipset (Qualcomm): MSM6800 130 nm

♦ MBB Solution- Can be paired with router for fixed home/biz internet solution

♦ Operating System- Compatible with Windows 7/Vista/XP/MAC 10.5, 10.6

♦ Windows vista/XP/2000 ♦ Sprint Location Services, GPS enabled ♦ Built-in antenna

Sprint 4G USB U1901

♦ Sprint 4G compatible ♦ Easy installation and activation ♦ Supports Window 7, Window Vista, Windows XP, Mac OS X,

including Snow Leopard ♦ Sprint SmartView ♦ External antenna ports ♦ Equipped with two external ports that plug into the Sprint 4G

USB Performance Dock for an increase in signal strength - Dock sold separately

Included Accessories ♦ USB port adapter, Get Started Poster, CD w/SSV 2.40


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Connection Cards Features

Sierra 598U

♦ Sprint 3G Network compatible ♦ Integrated microSD slot – up to 32GB (sold separately) ♦ Easy installation and activation ♦ Sprint Location Services, GPS enabled ♦ Security - CDMA wireless technology authentication and

identification system ♦ High performance built-in antenna ♦ Supports “suspend” and “resume”, “always on” and “auto-

connect” ♦ Compatible with Windows Vista/XP and Mac OS X Included Accessories ♦ Laptop clip with USB connection cable

Ovation U760 by Novatel Wireless

♦ EVDO Rev A Mobile Broadband ♦ Compatibility with Windows Vista/2000/XP, Mac OS X version

10.4.11 or higher and Linux ♦ Security - CDMA wireless technology authentication and

identification system ♦ High performance built-in antenna, external antenna jack ♦ Supports “Always On”, Auto-Connect, faster connection time

and Intelligent Data Traffic Routing Included Accessories ♦ Carrying pouch, Keychain/Lanyard, USB Extension Cable

4G USB U1901

♦ Fastest speeds —Get 4G speeds up to 10 times faster than 3G speeds where available

♦ 4G single mode value — Take advantage of attractively-priced 4G-only service plan

♦ Operating system compatibility — Supports Windows & MAC operating systems

♦ Easy to use — Small, transportable device with a flip-up USB connector to easily plug into USB ports

♦ External antenna ports — Equipped with two external antenna ports

♦ Easy installation of Sprint SmartView software on a CD for Windows and Mac OS

♦ Supports Hands-Free Activation Included Accessories ♦ USB port adapter, Get Started Poster, CD w/SSV 2.40

Novatel Merlin C777

♦ 2-in-1 design fits PC Card and ExpressCard slots ♦ Wireless EV-DO Rev A ♦ Compatible with Windows Vista 32, 64, XP, 2000; Macintosh OX

X 10.4 x through 10.5x; Linux OS (e.g. Ubuntu 6.x, 7.10) ♦ GPS Receiver ♦ Antenna - built in, External Antenna Port

Mobile Hotspots and Computing Sprint also offers two mobile hotspots, the Sierra Overdrive operating on both the Sprint 3G and 4G networks and the Novatel MiFi 2200 hotspot operating on the Sprint 3G network. Both hotspots offer Wi-Fi connectivity for up to five Wi-Fi enabled devices for flexible and convenient connections for multiple PCs or Wi-Fi devices for remote and in the field productivity. The following table includes Sprint’s current mobile hotspot devices.


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Connection Cards Features Overdrive 3G/4G Mobile

Hotspot by Sierra Wireless

♦ 3G Sprint Mobile Broadband Network and Sprint 4G Network-capable hotspot, Supports up to 3 simultaneous users

♦ Unique LCD screen displays signal strength, battery level and network connection type

♦ GPS Navigation enabled ♦ Web browsing capable ♦ Memory card slot ♦ Accelerated, WiFi-like speeds on the 4G Network ♦ Improves in-building wireless signal Included Accessories ♦ Wall charger, USB to microUSB cable

Sprint 4G Desktop Modem CPEi25150 by

Motorola

♦ Sprint 4G compatible ♦ WiMax Forum Certified ♦ Compact design ♦ Dual integrated antennas ♦ Best in Class Radio Performance ♦ Reliable indoor coverage ♦ High throughput ♦ Easy detection and authentication ♦ Robust security Included Accessories ♦ Get Started Guide, Power Supply, Ethernet Cable

Airave

♦ A unique and ultra-small CDMA base station device that connects to a mobile network through an existing broadband connection and designed to provide enhanced coverage on the Nationwide Sprint Network for the home.

♦ Much more than a signal boosting solution; Airave is a full functioning, FCC-licensed cell tower that provides CDMA wireless coverage for up to 3 CDMA handsets in a home.

♦ Increases cell reception over an area of about 5,000 square feet and hooks into the user’s existing broadband connection, sending inbound and outbound calls over the Internet instead of over the Nationwide Sprint Network.

Airave 2.0 Access Point

♦ Sprint Branded Femtocell product designed to create a dedicated CDMA signal within the home or office through the customer’s broadband Internet connection

♦ Works with any Sprint device ♦ Auto setup/Plug-N-Play ♦ Active handoff coming from the AIRAVE and going to the

Sprint 3G and Nationwide Sprint networks ♦ Private Home Designation allows the customer to control who

can use their AIRAVE Access Point. ♦ Analog Telephone Adapter port (ATA)-provides VoIP calling

from the home or small office. ♦ Customers can use their existing home phone equipment with

AIRAVE Access Point ♦ Support for EVDO/Rev A data-AIRAVE Access Point will

support EVDO/Rev A data speeds when in range of AIRAVE 2.0 ♦ Increased number of simultaneous users to 6; ♦ Voice and Data Quality of Service (QoS)-built-in router

prioritizes voice traffic above data traffic. Included Accessories ♦ Power supply, External GPS antenna, Cat 5 Ethernet Cable 7'


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Dell Inspiron Mini 10 (1012)

♦ 3G - Mobile Broadband EVDO Rev A capable / Qualcomm Gobi 2000

♦ 4G - Mobile Broadand WiMAX capable / Intel Kilmer Peak ♦ Intel Atom Processor N450 ♦ OS = Windows® 7 Starter – 32 bit ♦ SSV 2.50.38 ♦ 10.1” Widescreen Display (1024x600) ♦ 1 GB Memory 250GB Hard Drive ♦ Intel Graphics Media Accelerator 3150 Video Card ♦ Standard Li-Ion Battery – 6 Cell ♦ Built-in 1.3MP webcam ♦ 3-in-1 Flash memory reader supporting

SD/MMC/MS/MSPro/SDHC Included Accessories ♦ Battery, Power Charger for Dell Inspiron Mini 10 (1012), User

Guide(s) (paper & CD’s)

Dell Inspiron 11z

♦ Access to 4G speeds that are up to 10x faster than 3G ♦ Dual-mode 3G/4G device, access to dependable 3G speeds and

accelerated 4G speeds where available ♦ 2GB Memory, expandable to 4GB, 250 GB hard drive ♦ 3G speeds where available ♦ Genuine Windows 7 Home Premium - 64-bit ♦ Intel Core i3-330UM Processor ♦ Web browsing with Flash ♦ Music capable ♦ GPS Navigation enabled ♦ Web browsing capable ♦ Email capable ♦ Camera ♦ Memory card slot Included Accessories ♦ 6 Cell Battery, Power Cord, User Guide

Galaxy Tab

♦ Portable 7-inch Touchscreen ♦ Full HTML web browser with Google Search and Flash Support

(Adobe 10.1) ♦ Android 2.2 with enhanced user interface- Touch Wiz ♦ Samsung Media Hub – delivering movies for purchase and

rental ♦ Dual Cameras- 1.3 MP Front facing and 3.2 MP Rear facing ♦ Mobile Hotspot -Connect up to 5 WiFi-enabled devices ♦ WiFi and GPS Capable ♦ Supports Hands-Free Activation via OMA-DM ♦ Stereo Bluetooth Wireless technology (2.1) ♦ 4000mAh Lithium Battery for up to 13 hours of continuous use Included Accessories ♦ Standard Li-Ion Battery 4000mAh, Travel Charger (Combo with

USB cable), 16 GB microSD card & adapter ZTE PEEL

♦ Connect your Apple iPod Touch to the Internet no matter where you are

♦ Supports iPod Touch 2 & 3 generation ♦ 3G Internet access wirelessly ♦ WiFi enabled- up to 2 devices ♦ Advanced security through WPA,WPA2,WE ♦ No software installation required ♦ Internal Antenna Included Accessories ♦ AC Charger, Headset Adapter


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3.6.16 Provide priority data service to State employees with critical job duties that are responsible for

responding to disaster/emergency event.

Sprint does not currently offer priority data service.

3.6.17 Able to activate equipment and wireless data service within 24 hours after request in the event of a State disaster/emergency.

Sprint can provide immediate activations during disasters/emergencies. Additional information about our emergency response capabilities is provided in Tab VIII.

3.6.18 Detail procedures required applying for and initiating priority status service.


3.6.19 List all fees associated with priority service.


3.6.20 Have the ability to provide wireless data services that have wireless voice service capability. List the equipment that is not supported by your company and the supporting wireless data services; include a brief description of all services.

Our equipment has been listed in 3.6.15, above. Sprint can support any Sprint or Nextel device, or embedded devices that have carrier agnostic chipsets. For those embedded devices we cannot support (i.e.: have carrier-specific chipset), we can offer Sprint Connection Cards. Devices that do not support CDMA or WiMax mobile broadband connectivity would not be compatible with Sprint’s Mobile Broadband networks.

3.6.21 Describe whether you will be using partners or resellers for this contract. If so, provide any necessary certification with response, and a list of recommended resellers.

Sprint has agreements with thousands of Authorized Indirect Dealers throughout the country that offer customer support through sales offices, repair centers and retail store locations.

To find a Sprint store near you, visit www.sprint.com/storelocator. WSCA members may visit any Sprint Authorized Dealer for support.

3.6.22 Define any value-add services as part of your offering in your response. This may include, but not necessarily be limited to:

• Satellite capabilities;

Sprint does not currently offer satellite services.

• Emergency services;

In 2002, Sprint formed an Emergency Response Team (ERT) to provide critical communications and personnel to assist first responders and corporations with relief efforts.


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EMERGENCY RESPONSE TEAM BENEFITS

♦ Provides an easily deployable and

scalable set of voice, video and data equipment

♦ Seamlessly augment government communication structures

♦ Provides programming, training and technical support

♦ Infrastructure Leasing (mobile cell sites)

♦ Backup communications during T1 or Dispatch failures

♦ Professional services, including pre-implementation help, training, on-site support, and network support

♦ 24 hour customer service

Sprint’s ERT is an experienced, cross-functional group that provides wireless telecommunications equipment, infrastructure and personnel operations support to military, federal, state and local public safety, law enforcement agencies and private corporations during Presidential Declared Disasters/Emergencies, Field Training Exercises, Agency-Specific Events and National Special Security Events. The ERT designs and implements the internal policies and procedures necessary to enable timely and effective deployments of Sprint’s products and services. The ERT utilizes existing products and services in partnership with public safety agencies to provide a secure, stable wireless communications platform that augments the capabilities of their existing network and provides interoperability among other private radio networks during a crisis or short-term event.

ERT core members combine wide-ranging military and federal law enforcement experience with extensive technical communications expertise, in conjunction with certifications in Business Continuity, Homeland Security, HAZWOPER and Project Management. ERT core members encompass the following:

♦ Public Safety & Military Experience: ERT members have served in a variety of operational positions as diverse as Psychological Operations, Communications and Federal Investigations in the Army, Navy, Marine Corps, Air Force, Police, Fire, and EMS.

♦ Security Clearances: ERT members hold security clearances, up to Top Secret, with the Department of Defense and Department of Justice.

♦ Technical Communications Experience: ERT members have extensive experience working on a variety of communications systems including 800MHz, VHF, UHF, Satellite and IPoS. Additionally, the diversity of experience in communications extends to Field Operations, Network Operations, Audio Cross Connect Switch Deployment, System Performance and Radio Frequency Design.

ERT has deployed in support of over 700 federal, state and local Public Safety, Law Enforcement and Military organizations in over 3800 deployments throughout the United States. The four types of deployments that Sprint’s ERT has supported include Disaster Support, Field Training Exercises, Agency Specific Event Support and National Special Security Event support.

These services may require WSCA members to sign separate terms and conditions outside of the WSCA Master Agreement.

Please see Tab VIII for detailed information about our emergency services.


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• Green initiatives; and

Sprint believes it is essential to engage with its employees on the full spectrum of its CR priorities. There will always be employees who are personal champions of sustainability, as well as those who will remain skeptics. The most interesting opportunity is those that fall in the middle. We need to increase their engagement and participation in our sustainability efforts. Ultimately, we believe this will lead to increased employee satisfaction, loyalty to the company, and even an increase in their environmentally friendly behaviors in their personal lives.

♦ In April 2009, Sprint launched an employee environmental awareness campaign “5 Green Things” that outlines five fundamental steps Sprint employees can take to begin to reduce their environmental impact at work, and to ultimately help the company achieve its environmental goals. The program encourages employees to: manage energy usage; minimize trash; commute smarter; print less; and recycle electronics.

♦ For the past ten years, Sprint has held an annual Earth Day celebration. The biggest event is held on the Sprint headquarters campus where more than 50 exhibitors, both internal and external, participate with information booths. Attendance has increased year over year with this now being one of the most popular employee events on campus. The event has featured “green” cars, free tree seedlings, free CFL light bulbs, education about composting and rain barrels, EPA program and park conservation officials, state and local government officials, and more. In 2010, the event was partnered with “bring your child to work day” so that employees’ children could participate in the celebration as well.

♦ Starting in 2008, Sprint has been participating in the World Wildlife Fund’s Earth Hour for climate change awareness. Thousands of businesses around the work participate by turning off portions of their power for 60 minutes to draw attention to climate change. We promoted the program and the significance of it through our employee website and our sustainability newsletter. Our iconic clock tower on campus went dark for the event and employees were encouraged to participate personally as well.

♦ Sprint joined the EPA “Change-a-Light” for energy conservation effort in 2009. Through our employee website, we asked employees to make a “pledge” to change out at least one incandescent bulb to a more energy efficient CFL.

♦ In the first quarter of 2010, we expanded the distribution of our sustainability newsletter, Sprint Re:source, to all employees. The newsletter includes an executive perspective on Sprint sustainability efforts, an employee perspective, and deep dives on corporate-sustainability topics such as device recycling, hydrogen fuel cells, and paper-management issues.

♦ Sprint has a broad range of other employee engagement efforts for sustainability such as personal-document shredding days, e-waste collection drives, environmental-volunteerism events and recycling for batteries. We also have a dedicated employee website, ECOnnect, where employees can learn more


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about corporate-sustainability efforts and efforts they can adopt at home to live a more environmentally responsible lifestyle.

Additional information about our environmental initiatives has been provided in Tab VIII.

• Buyback programs.

Since 2001, Sprint has collected more than 20 million mobile phones for reuse and recycling through our Sprint Re:cycle programs. Sprint is the first and only wireless carrier to announce a long-term goal for collections. Our target is to collect nine phones for reuse and recycling for every 10 we sell by 2017, a 90% collection rate. We plan to accomplish this goal by employing innovative collection strategies and offering incentives to our consumers who participate in our Sprint Re:cycle programs. Currently, we offer participating customers two options: get paid through Sprint Buyback or “pay it forward” through Sprint Project Connect.

Sprint Buyback An October 2009 ABI Research Brief on “Green Handsets” found that of 1,000 people surveyed who had not yet recycled a handset, 98 percent were prepared to return handsets to an operator's store, to a charity, to a refurbishing company or to the manufacturer – but only in return for some compensation, either cash, store credit or a tax deduction. The Sprint Buyback program offers financial incentive to current and new Sprint subscribers who turn in up to three eligible wireless devices, per active line of service, per year. Sprint Buyback accepts all eligible wireless devices, regardless of manufacturer or carrier, through its program, so customers who have an old phone from a Sprint competitor can still be rewarded for doing the right thing. Customers can take their unwanted phones to one of the more than 2,400 participating Sprint stores nationwide, participate via the program’s Web site (www.sprintbuyback.com), or call the toll-free hotline (866-364-5680). Shipping is free.

Sprint Project Connect Project Connect is a free service that is available to anyone. It accepts all retired wireless phones, batteries, accessories and data cards, regardless of carrier or condition. All equipment collected through the program is either sold for reuse or recycled if the phone is obsolete or non-functional. Participation is easy and convenient. Free postage-paid envelopes are available at any of the more than 2,400 Sprint stores in the U.S. and in the box with most of the new devices that Sprint sells, including data cards. In addition, free postage-paid mailing labels can be printed through our Project Connect website: www.sprint.com/responsibility/communities_across/project_connect.html?ECID=vanity:projectconnect

All net proceeds generated from the sale of equipment collected through Sprint Project Connect go to fund and promote free Internet safety resources for kids, parents and educators. Charitable partners include the National Center for Missing & Exploited Children, Boys & Girls Clubs of America, the NEA Health Information Network, and


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the Family Online Safety Institute. To learn more about Sprint's 4NetSafety program and how we’re helping kids to make safer, more informed decisions when using technology to connect with others, go to our website at www.sprint.com/4netsafety/.

Sprint Re:cycle Operations Rather than rely on other vendors to manage all of the back-office operations of its reuse and recycling programs, Sprint has put in place environmentally rigorous operations to support its Sprint Re:cycle efforts. Our objectives are to maximize reuse, extract the maximum salvageable material from collected devices, ensure that no e-waste enters the general waste stream, and protect the personal data of wireless users through effective data removal.

3.6.23 Define how you will improve coverage to using entity offices (buildings/facilities/sub-ground level offices, etc.) that experience inadequate wireless voice service. Identify all basic equipment provided as necessary for your standard operation within your wireless network. Provide in your cost proposal, any hourly rates or other associated costs for on-site installations that may be necessary.


The coverage solution shall be subject to a separate CNS agreement with separate terms, conditions and fees, including but not limited to capital contributions and/or purchase commitments.



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3.7 Accessories/Equipment/Devices (Band 3) 3.7.1 All accessories must be new, of current design and function, and unused. Discontinued or

used items will not be accepted.

All accessory purchases will be fulfilled with new equipment.

3.7.2 In addition to the items specifically listed herein, purchasing entities will be allowed to order from the successful vendor’s regular product line for delivery F.O.B. destination to any point within the using states. Provide with your response, a link to your on-line catalog.

Sprint does not charge WSCA members for standard shipping for corporate-liable equipment on CL Accounts. Our online catalog can be found at: www.wscawireless.com. The WSCA Online Portal is managed by our Business Solution Partner, Manage Mobility. They provide a customized website designed to help WSCA members better manage and maximize their wireless portfolio. The portal provides real-time access to ordering, billing, account details, user data and other key information. WSCA members benefit from increased productivity and reduction in costs.

3.7.3 At vendor’s expense, vendor shall arrange for pick up of products returned because of quality problems, duplicated shipments, outdated products, etc., within five (5) business days after notification with no restocking charge and replaced with specified products or the using entity shall be credited or refunded for the full purchase price. Standard stock products ordered in error by using entities must be returned for credit within fifteen (15) days of receipt. Products must be in resalable condition and in original container, unused.

Sprint offers customers a 30-day guarantee to try out the benefits of new phones, plans or services without worry. Customers not completely satisfied with their device, plan or service, can return the device and deactivate service within 30 days of activation. Sprint will refund any activation fee, waive early termination fees, and only bill for access and airtime charges accrued on the account through the deactivation date.

New Sprint customers who discover they are not completely satisfied with their new device, plan or service, may return the device to the original place of purchase (unless otherwise specified) and deactivate service within 30-days of activation, or 30-days from date of purchase if the device was never activated. Sprint will refund any activation fees, waive early termination fees and only bill for access and airtime charges accrued on the account through the activation date.

Existing customers not satisfied with an updated device or new service offer can also take advantage of this guarantee. Customers can contact Sprint within 30 days of the new contract or activation of the new device, whichever came first, to be restored to the previous contract. The terms and conditions applicable to the previous contract with Sprint will apply, and if the contract is terminated before the end of the term, early termination fees would apply.

Note, a restocking fee applies to all individual liable (IL) customers unless the item is defective or damaged when received from Sprint, the wrong item was received (Sprint error), or the fee is prohibited by law in your location. The restocking fee does not apply to corporate liable (CL) accounts.

If you would like to exchange or return a Sprint device or accessory within the 30 days of activation, please contact your Sprint account representative for specific instructions.


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We will provide a shipping label for devices meeting the above requirements.

3.7.4 Define distribution capabilities. Prices for all items associated with this contract are to be F.O.B. destination to anywhere within the participating entities.

Sprint maintains multiple distribution centers located in Louisville, KY for wireless devices. These distribution centers perform standard warehousing functions as well as provisioning, software upgrades, specialty kitting, and returns processing for our various sales channels. The specific number of distribution centers and the specific functions performed within each distribution center are fluid and flexible. Any changes involving distribution center architecture or functionality are managed with a seamless impact to our customers.

Equipment typically arrives within 2-3 business days after receipt of order. Sprint does not charge WSCA members for standard shipping for corporate-liable equipment purchases on CL Accounts.

3.7.5 Define ARO (After Receipt of Order) lead times. The preferred delivery time is not more than five (5) calendar days.

Equipment typically arrives within 2-3 business days after receipt of order.

3.7.6 Provide detailed warranty information.





Alternatively, customers can receive warranty service at more than 1,400 Service and Repair locations nationwide for a convenience fee.

In addition to the warranty provided by the manufacturer, Sprint offers optional plans to cover WSCA members equipment for non-warranty claims. Total Equipment Protection (TEP), a combination of the Equipment Service and Repair Program (ESRP) and the Equipment Replacement Program (ERP), covers all handset-related issues except fraud and intentional abuse. TEP is the best value; however, both ESRP and ERP are available separately. The repair fee is waived if enrolled in these programs.

ESRP includes coverage for mechanical or electrical failure, routine maintenance or failure from normal wear and tear. ERP includes insurance for loss, theft, physical damage, liquid damage or corrosion. TEP, ESRP or ERP may be added to your line within


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30 days of activating or upgrading your device, at the time of a paid repair or at any time when enrolling 10 or more lines on the same account.

Sprint does not manufacture equipment and offers no warranty on any equipment beyond the manufacturer’s warranty provided directly from the manufacturer to the Customer upon receipt of the equipment. Sprint products and services are provided “as is.” Sprint disclaims all express or implied warranties and in particular disclaims all warranties of merchantability, fitness for a particular purpose, and warranties related to equipment, material, services, or software.

3.7.7 Provide in your cost proposal, pricing for OEM and Aftermarket (if available) products. Products may include, but are not necessarily limited to:

We have provided the cost of the items below in Cost Proposal.

• Cell phone antennas and signal boosters;

Sprint Personal Hotspot PHS300S brings Sprint 3G and 4G networks to a wealth of Wi-Fi devices that were not able to use it before, including Apple’s iPhone, iPod Touch, Roku Digital Video Player, Apple TV, Wi-Fi enabled smart phones, laptop computers, netbooks, PDAs, portable gaming systems and consoles, and digital cameras. Sprint Personal Hotspot PHS300S allows 4 Simultaneous Connections and supports the Sprint U301 and 250U by Sierra Wireless for 3G and 4G. It works with over 30 Sprint 3G Enabled Devices and is completely portable and upgradeable for future enhancements.

• Cell phone batteries;

All Sprint handsets include a battery with purchase. We sell extra batteries and extended life batteries as accessory options.

• Cell phone chargers;

All Sprint handsets include standard wall chargers and some, such as Blackberry devices, include USB cords that will also charge the device. We sell vehicle charges as an accessory option.

Sprint offers additional charger options for your devices. The Powermat 2-position Wireless Charging Mat allows you to wirelessly charge two Powermat-enabled devices at the same time. The set includes the Powermat, Powercube and 2 Powercube tips which work with most devices with a miniUSB or microUSB connector.

Sprint’s environmental initiatives also support the Solio Mono Hybrid Charger that stores power from the sun or an outlet so you can recharge your mobile phone anywhere, anytime.


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These accessories give you choices for charging your devices, in addition to the standard chargers that are included when you purchase your device. Sprint also offers extra batteries for most devices to give you additional flexibility.

• Cell phone hands-free (not including Bluetooth);

Many devices include hands-free equipment. Our current devices that include accessories are provided below. We offer a variety of headsets in many colors and styles to fit your device and your personality. Please check headset availability for your specific device. Headset features may include:

♦ Behind-the-ear design for maximum comfort. ♦ Noise cancellation and wind reduction microphone. ♦ Built-in controls for answer/end, volume and mute. ♦ Color selection. ♦ Boom microphone for optimal voice pick-up. ♦ Desk stand and portable case. ♦ Headset controls for last number redial, call hold, and call rejection.

• Cell phone kits (define what is included);

All devices include a standard battery, battery cover and standard wall charger. Below, we have provided a list of current devices and which accessories are included. Updated device lists will be provided by your Account Team.

Device Included Accessories PRO-700 by Sanyo Standard Lithium Ion Battery, Holster, AC Phone Charger PRO-200 by Sanyo Standard Lithium Ion Battery, Holster, AC Phone Charger

Motorola v950e

Extended Battery, Extended Battery Cover, Charger, Holster, MicroSD memory card

Curve 8350i by BlackBerry

Standard Lithium Ion (Li-Ion) Battery, Folding Blade Micro-Charger, Swivel Holster, MicroSD Card, 1GB (inserted), USB Cable, Stereo Headset, SIM Card

Motorola i1 Standard Lithium Ion (Li-Ion) Battery, AC Charger i9 Stature by Motorola 920mAH Battery, Rapid Wall Mount Charger, 128K SIM Card

i890 by Motorola Standard Lithium Ion Battery, 128K SIM card, Battery Door, AC Travel Charger

i886 by Motorola

1380 mAh Li-Ion battery, Battery Door, Micro-USB Travel Charger, MicroSD Card - 2GB included, 128K SIM Card

i856 Debut by Motorola

1140 mAh Standard Lithium Ion Battery, 128K SIM card, Battery Door, AC Travel Charger

BRUTE i686 by Motorola Maximum Capacity Li-Ion Battery, Battery Door, Mid-rate wall charger, Holster with clip

i576 by Motorola

Motorola Maximum Capacity Li-Ion Battery, Motorola Rapid Charger, SIM Card, Holster

i576s by Motorola Motorola Maximum Capacity Li-Ion Battery, Motorola Rapid Charger, SIM Card, Holster

i465 Clutch by Motorola Battery, Charger, SIM Card i335 by Motorola Standard Lithium Ion (Li-Ion) Battery, Mini USB AC Charger i365 by Motorola

Motorola Max Cap Intrinsically Safe Battery, Motorola Rapid charger, SIM Card

i365IS by Motorola Motorola Max Cap Intrinsically Safe Battery, Motorola Rapid charger, SIM Card

r765IS by Motorola

Intrinsically Safe Encased Battery, 128K SIM card, Motorola Carry Holster, Desktop Charger, Holster & Dust Cover, Whip Antenna


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Device Included Accessories EVO by HTC

1500 mAh Standard Battery, Charger, USB Cable, MicroSD Card – 8GB included

HTC EVO Shift

Standard Lithium Ion Battery(1500 mAh), Wall charger Micro USB Cable, MicroSD Card - 2GB included

Touch PRO2 by HTC

Standard Lithium Ion (Li-Ion) Battery, AC Charger, Carrying case, USB Cable (charging), Mini USB stereo headphones, 1GB MicroSD Card, Screen Protector, 4-in-1 adapter

BlackBerry Style 9670

Standard Lithium Ion Battery, AC Charger, USB Cable, Stereo Headset, MicroSD Card - 8GB included

BlackBerry Bold 9650 by RIM

Standard Battery, AC Charger, USB Cable, 3.5mm Stereo, Headset, Pouch, 2 GB MicroSD card included.

BlackBerry 9330 Curve 3G

Standard Lithium Ion Battery, Battery Door, AC Charger, USB Cable, Stereo Headset, Micro SD card 2GB

BlackBerry Curve 8530 by RIM

Standard Li-Ion 1150 mAh, AC Travel Charger, Wired Stereo Headset, 1GB MicroSD Card, USB Data Cable

Motorola ES400 Standard charger, battery Intrepid

by Samsung Standard Lithium Ion Battery, USB Sync Cable, SIM Card, AC Charger, 3.5mm Stereo Headset, Additional Stylus

Palm Pre

Standard Battery, AC Charger, USB Cable, 3.5mm Stereo, Headset, Pouch

Palm Pixi

Standard Lithium Ion (Li-Ion) Battery, AC Travel Charger, USB Cable

HTC Hero with Google

Standard Lithium Ion (Li-Ion) Battery, AC Charger, USB Sync Cable, MicroSD Card 2GB

LG Optimus Battery, standard charger, MicroSD card Samsung Intercept

Standard Lithium Ion (Li-Ion) Battery, AC Phone Charger, USB Sync Cable, microSDTM Memory Card (Installed), microSDTM Adapter

Samsung Transform

Standard Li-Ion Polymer Battery 1500 mAh, Battery cover, MicroUSB AC Phone Charger

Sanyo Zio

Standard Li-Ion Battery(1130 mAh), Battery cover, MicroUSB AC adapter, MicroSD Card - 2GB included

Samsung Epic 4G

Standard Li-Ion 1500 mAh Battery, AC Charger, SanDisk 16GB Mobile Ultra MicroSD Card w/reader, MicroUSB Cable

Lotus LX Elite by LG

Standard Battery, Micro USB Cable and Charger, Fashion hand strap, 1GB microSD™ and adapter

LG Rumor Touch 1200 mAh Li-Polymer Battery, Travel Charger, 1GB Micro USB card and adapter

Sanyo Incognito

Standard Lithium Ion Battery, AC Phone Charger, 1GB microSD™ and adapter

Sanyo Innuendo

Standard Li-Ion Battery(820 mAh), Standard Battery Door, Standard AC Adapter, Micro SD card adapter, Micro SD memory card 1GB

Sanyo Taho

1050 mAh Li-Ion battery Wall charger 1GB MicroSD Card

Samsung Reclaim

Samsung M560 Handset, Standard Battery, Charger, Micro USB card and adapter

Samsung Restore

Standard Lithium Ion (Li-Ion) Battery, AC Phone Charger, microSD Memory Card (Installed) & Adapter

Samsung Instinct HD

Standard Li-Ion Battery package, AC Phone Charger, MicroSD Memory Card (4GB inserted in phone), USB Cable (charging), Stereo Headset

LG Remarq Standard Battery, Micro USB Energy Star Qualified charger M240 by Samsung Standard Li-Ion Battery, AC Charger

Samsung Seek Standard Lithium Ion Battery, AC Charger

Samsung M360 Samsung M360, Standard Lithium, Ion (Li-Ion) Battery, AC Phone Charger


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Device Included Accessories Sanyo Vero Standard Lithium Ion Battery, AC Phone Charger

Mobile Broadband Devices

Connection Cards Included Accessories Sprint 4G USB U1901 USB port adapter, Get Started Poster, CD w/SSV 2.40

Sierra 598U Laptop clip with USB connection cable

Ovation U760 by Novatel Wireless

Carrying pouch, Keychain/Lanyard, USB Extension Cable

4G USB U1901 USB port adapter, Get Started Poster, CD w/SSV 2.40

Mobile Hotspots and Computing Connection Cards Included Accessories

Overdrive 3G/4G Mobile Hotspot by Sierra Wireless Wall charger, USB to microUSB cable

Sprint 4G Desktop Modem CPEi25150 by Motorola Get Started Guide, Power Supply, Ethernet Cable

Airave 2.0 Access Point Power supply, External GPS antenna, Cat 5 Ethernet Cable 7' Dell Inspiron Mini 10

(1012) Battery, Power Charger for Dell Inspiron Mini 10 (1012), User Guide(s) (paper & CD’s)

Dell Inspiron 11z 6 Cell Battery, Power Cord, User Guide

Galaxy Tab Standard Li-Ion Battery 4000mAh, Travel Charger (Combo with USB cable), 16 GB microSD card & adapter

ZTE PEEL AC Charger, Headset Adapter

• Cell phone cases and covers;

Sprint offers various types of cases and covers for optional purchase. Get all the necessities you need for your device to carry and protect it including:

♦ Universal Screen Protectors ♦ Belt Clips and Holsters ♦ Carrying Cases and Pouches in nylon, leather and eco-friendly options

• Cell phone data cables;

Smartphones include a USB data cable.


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• Cell phone memory;

Cell phone memory varies by device. Our current devices and their features are provided in Cost Proposal. Additional MicroSD cards are available for purchase.

• ADA/Assistive cell phone devices and accessories;

Sprint exemplifies its commitment to improving the quality of life for individuals with disabilities. As an innovator, Sprint understands technology can greatly enhance the lives of people with disabilities, so we’re always working on ways to make it easier for everyone to communicate more effectively. We offer the following technologies and services for all abilities:

♦ Sprint WebCapTel – A free web-based service that allows a person who can speak, but has challenges hearing over the phone, to read word-for-word captions of their calls on a web browser. This service is expected to help an estimated 23 million Americans with hearing loss, who may face challenges hearing over the telephone. During a call, users can log on to www.sprintcaptel.com and read written captions that appear virtually at the same time as the person speaks. Calls can be made and received in the following ways: o On the customer’s own phone o On a cell phone o On land-line phone o On an amplified phone

♦ Easy-to-use wireless phone features – Sprint works with phone manufacturers to obtain wireless devices that incorporate easy-to-use features helpful to people with disabilities. Examples of accessibility features include: o Voice-activated dialing o Adjustable contrast screens o TTY compatibility o Larger font displays o Identifiable “5” key o Text-to-speech capabilities o One- and two-touch dialing o Ring tones with varying frequencies o Tactile and tonal feedback from keys o Voice Note voice recorder


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♦ Flexible Messaging – Sprint’s suite of messaging services are particularly useful for people that are deaf, hard-of-hearing or speech-impaired. SMS text messaging is a very popular way to send messages to friends, family and business associates via Sprint PCS phones. Text messages may also be sent from a personal computer to a Sprint phone via www.sprint.com.

♦ 711 Access to Telecommunications Relay Service (TRS) – This service allows users to access TRS 24x7 by dialing 711 on a Sprint wireless phone. Specially trained TRS Communications Assistants can also provide Teletypewriter (TTY) and Speech-to-Speech (STS) services. Sprint is the world’s leading provider of TRS.

♦ Teletypewriter (TTY)-compatible wireless phones – A TTY allows persons with hearing and/or speech loss to make or receive telephone calls by typing their conversations, via two-way text. Sprint devices widely available today are TTY-compatible. Using a cable, TTY users attach their Sprint device to a TTY device, which looks like a small typewriter with an LCD display. After their calls connect, they can transmit and receive TTY text messages. There are no extra fees for the service; users pay only standard airtime charges.

♦ CapTel, developed by Ultratec, Inc., provided by Sprint – It could be a parent, a friend or a loved one – those who are hard-of-hearing or who have experienced hearing loss later in life can take advantage of CapTel (captioned telephone), an innovative technology to ease communication over the phone for the estimated 24 million Americans with hearing difficulties. Captions are displayed on the CapTel phone’s built-in screen so the user can read the words while listening to the voice of the other party. Conversations flow naturally, with normal dialogue and expressed emotions.

♦ Hearing Aid Compatibility – Sprint provides a number of wireless phones that have been measured and rated for use with hearing aid devices. These ratings have been developed to assist hearing aid device users in finding phones that may be compatible with their particular hearing aid devices.

♦ Braille and large print materials are provided for all vision-impaired customers.

• Cell phone replacement parts;

All current accessories are provided in Cost Proposal.

• Cell phone keyboards; and

Several devices include QWERTY keyboards, including our BlackBerry devices and the EVO Shift. All devices and their features are provided in Cost Proposal. We also offer BlueTooth keyboards. Pricing is provided in Cost Proposal.

• Bluetooth headsets and car kits (define what is included).

Several devices include Bluetooth headsets with purchase. Current devices and their included accessories are provided earlier in this subsection.

3.7.8 The participating entities reserve the right to request samples of items when applicable.

Sprint will provide a predetermined number of demo devices for a predetermined length of time at the WSCA member’s request if units are locally available. This will be handled on a case by case basis dependent on the number of demo units requested.


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Tab VII Section 4 Company Background and References Vendors must place their written response(s) in bold/italics immediately following the applicable RFP question, statement and/or section. This section must also include the requested information in Section 4.2, Subcontractor Information, if applicable.

As requested in the RFP, Sprint has responded to the RFP Section 4 Company Background and References requirements in bold/italics. The WSCA Section 4 RFP requirements are provided in regular font in this section.

4.1 Vendor Information 4.1.1 Vendors must provide a company profile in the table format below.

Question Response Company name: Sprint Solutions, Inc. (Sprint) Ownership (sole proprietor, partnership, etc.): Wholly owned subsidiary of Sprint Nextel

Corporation, which is a publicly-traded corporation.

State of incorporation: Delaware Date of incorporation: 2002 (Sprint Solutions, Inc., which is the

contracting agent for the affiliated Sprint and Nextel entities providing the products and services). Sprint Nextel Corporation was incorporated in 1938 under the name United Utilities, Incorporated and filed an amendment in 2005 to change our name to Sprint Nextel Corporation.

# of years in business: Since 1899 (as Brown Telephone Company) List of top officers: Reporting to President and Chief Executive

Office Daniel Hesse are: Chief Financial Officer – Bob Brust Business Markets Group – Paget Alves Integrated Solutions Group – Danny Bowman 4G – Matt Carter Strategy & Corporate Initiatives – Keith CowanNetwork Operations & Wholesale – Steve Elfman Chief Service Officer – Bob L. Johnson CDMA Business Unit – Bob H. Johnson Corporate Marketing – Bill Morgan Human Resources – Sandy Price Prepaid Group – Bob H. Johnson Corporate Communications – Bill White Sprint Wholesale Solutions – TBD General Counsel and Corporate Secretary – Charlie Wunsch

Location of company headquarters: 6200 Sprint Parkway Overland Park, KS 66251

Location(s) of the company offices: Sprint has offices across the U.S. Location(s) of the office that will provide the services described in this RFP:

All Sprint offices support WSCA members throughout the U.S.

Number of employees locally with the expertise to support the requirements identified in this RFP:

Being that WSCA is a nationally available contract, our entire Public Sector sales force is familiar with the contract vehicle. All of our


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Public Sector sales professionals are trained and ready to continue supporting existing and new WSCA members.

Number of employees nationally with the expertise to support the requirements in this RFP:

Sprint Nextel Corporation employs approximately 40,000 people worldwide. This includes employees outside the United States dedicated to the operation and support of the Sprint global infrastructure and services. Sprint believes the primary reason for distributing people worldwide is direct customer facing activities, account management and onsite network support of services in Sprint facilities and as liaison with Sprint local partners who represent the interests of our customers.

Location(s) from which employees will be assigned for this project:

Sprint has employees nationwide supporting WSCA members.

4.1.2 Please be advised, pursuant to NRS §80.010, companies organized or incorporated under the

laws of another state, territory, District of Columbia, or foreign country must register with the State of Nevada, Secretary of State’s Office as a foreign corporation before a contract can be executed between the State of Nevada and the awarded vendor, unless specifically exempted by NRS §80.015.

Sprint has read, understands and has complied.

4.1.3 The selected vendor, prior to doing business in the State of Nevada, must be appropriately licensed by the State of Nevada, Secretary of State’s Office pursuant to NRS §76. Information regarding the Nevada Business License can be located at http://sos.state.nv.us.

Question Response Nevada Business License Number NV19971058950 Legal Entity Name Sprint Telephony PCS, L.P.

Question Response Nevada Business License Number NV19941079887 Legal Entity Name Nextel of California, Inc.

Is “Legal Entity Name” the same name as vendor is doing business as?

Yes X No

If “No”, provide explanation.

4.1.4 Vendors are cautioned that some services may contain licensing requirement(s). It is the vendor’s responsibility to verify these requirements prior to proposal submittal. Proposals that do not contain the requisite licensure may be deemed non-responsive.


4.1.5 Has the vendor ever been engaged under contract by any State of Nevada agency?

Yes X No


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If “Yes”, complete the following table for each State agency for whom the work was performed. Table can be duplicated for each contract being identified.

Question Response Name of State agency: Western States Contracting Alliance - State of

Nevada State agency contact name: Teri Smith Dates when services were performed: 2006 to present Type of duties performed: Wireless services Total dollar value of the contract: Approximately $1.45M Name of State agency: State of Nevada - Department of Health and

Human Services, Division of Disability Services State agency contact name: Gail Burchett Dates when services were performed: 2009 to present Type of duties performed: TRS and CapTel services Total dollar value of the contract: Approximately $4M 4.1.6 Is the vendor or any of the vendor’s employees employed by the State of Nevada, any of its

political subdivisions or by any other government?

Yes No X* If “Yes”, is the employee planning to render services while on annual leave, compensatory time, sick leave, or on his own time? * Sprint certifies, to the best of Sprint’s actual knowledge, that none of vendor’s employees is employed by the State of Nevada any of its political subdivisions or by any other government involved in the performance of the contractual services resulting from this RFP. However, Sprint is a publicly traded company with approximately 40,000 employees, and Sprint has no mechanism to accurately or effectively track such information.

4.1.7 Disclosure of all alleged prior or ongoing contract failures, contract breaches, any civil or criminal litigation or investigation pending which involves the vendor or in which the vendor has been judged guilty or liable within the past six (6) years.

Yes X* No * As a publicly traded company that is party to thousands of commercial, consumer and government contracts with its customers, suppliers and competitors, Sprint is involved in litigation, investigations and contract disputes at all times due to the number of its customers, suppliers and competitors, and the nature of the services it provides. Consequently, State’s request for Sprint to compile a list or provide details regarding prior or ongoing contract failures, contract breaches, civil or criminal litigation or investigations, ongoing or occurring during the past six years, is an extremely arduous, burdensome and time-consuming task, and Sprint has no mechanism to track some of the requested information. Although Sprint is unable to provide such information, Sprint can declare that: (i) during the past six years it has not had a termination for default under a contract with a government entity; (ii) Sprint is not currently suspended or debarred by any government agency nor has it been during the past six years; and (iii) Sprint is not aware of any past or ongoing action that would, if successful, have a material adverse impact on Sprint’s ability to perform under the terms of the RFP. As a public corporation, Sprint is required to fully disclose material data and relevant information that may influence


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investment decisions to all investors at the same time. Sprint does not provide detailed information on litigation except through its securities filings. Please refer to Sprint's Annual Report on Form 10-K/A, available on http://investors.sprint.com/phoenix.zhtml?c=127149&p=irol-sec for a description of certain litigation or claims.

If “Yes”, please provide the following information. Table can be duplicated for each issue being identified.

Question Response Date of alleged contract failure or breach: Please see above. Parties involved: Description of the contract failure, contract breach, litigation, or investigation, including the products or services involved:

Amount in controversy: Resolution or current status of the dispute: If the matter has resulted in a court case: Court Case Number

Status of the litigation: 4.1.8 Company background/history and why vendor is qualified to provide the services described in

this RFP.

For over 100 years, Sprint has been a game-changing force in creating and delivering groundbreaking IP and wireless technologies and mobility solutions. Embracing the bold approach Sprint founder Cleyson Brown showed in 1899, when the Brown Telephone Company successfully went toe-to-toe with the Bell monopoly in Abilene, Kansas, the company became the nation’s largest independent local telephone provider in the mid-1970s.

In the 1980s and 1990s, Sprint charged ahead with pacesetting moves for both consumers and businesses. Sprint seized the opportunity to lead all U.S. telecom companies by completing the first nationwide, 100% all-digital, fiber-optic network. At the same time, the company was a pioneer in data communications, establishing the world’s third largest commercial packet data network in 1980. The company gave America pin-drop clarity and became a global leader in voice and data services in the 1990s, and emerged in 1993 as a new kind of telecom company by providing a unique offering of local, wireless and long distance services. In 1993, the former Nextel began offering wireless services on the iDEN network while Sprint took its wireless strategy a big step further in the late ‘90s by building the only nationwide PCS network in the U.S., offering wireless services on this network since 1996.

As a company focused on developing innovative products while caring, serving and creating value for our customers, Sprint has consistently pushed technology; achieving many “firsts” in the telecommunications industry. As our business strategy is built upon forward looking, advanced technologies such as IP and wireless data, our most notable milestones in our combined Sprint and Nextel corporate history include leading the market with technical innovation.


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Sprint is committed to bringing advanced technology solutions to our customers that enhance their lives and solve business challenges.

4.1.9 Length of time vendor has been providing services described in this RFP to the public and/or private sector. Please provide a brief description.

Sprint has been providing wireless services to the public and private sectors since 1993. Nextel began offering wireless solutions in 1993 and Sprint PCS began in 1996.

4.1.10 Financial information and documentation to be included in Part III, Confidential Financial of vendor’s response in accordance with Section 9.5, Part III – Confidential Financial.

4.1.10.1 Dun and Bradstreet number

Assigned in February 2003, the Duns Number for Sprint Nextel Corporation is 00-694-2395. WSCA may request a comprehensive credit profile for Sprint using this number. Other Sprint subsidiaries may also be requested underneath this Domestic Parent number by requesting a Global Interactive Family Tree report.

Sprint Nextel Corporation is currently rated 5A3.

4.1.10.2 Federal Tax Identification Number

Sprint Solutions, Inc.’s federal tax number is 47-0882463.

4.1.10.3 The last two - (2) years and current year interim:

A. Profit and Loss Statement

B. Balance Statement

We have provided our Annual Reports on CD due to their size.


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4.2 Subcontractor Information 4.2.1 Does this proposal include the use of subcontractors? Check the appropriate response in the

table below.

Yes No X

If “Yes”, vendor must:

Sprint is not currently proposing any subcontractors.

4.2.1.1 Identify specific subcontractors and the specific requirements of this RFP for which each proposed subcontractor will perform services.

Not applicable.

4.2.1.2 Provide the same information for any proposed subcontractors as requested in Section 4.1, Vendor Information.

Not applicable.

4.2.1.3 Business references as specified in Section 4.3, Business References must be provided for any proposed subcontractors.

Not applicable.

4.2.1.4 Vendor shall not allow any subcontractor to commence work until all insurance required of the subcontractor is provided to the vendor; and

Not applicable.

4.3 Business References 4.3.1 Vendors should provide a minimum of three (3) business references from similar projects

performed for private, state and/or large local government clients within the last three (3) years.

Sprint has provided three references below.

4.3.2 Vendors must provide the following information of every business reference provided by the vendor and/or subcontractor.

The “Company Name” must be the name of the proposing vendor or the vendor’s proposed subcontractor.

Reference #: 1

Company Name: Sprint Solutions, Inc. (Sprint) Identify role company will have for this RFP project (check one): X Vendor Subcontractor

Project Name: State of Connecticut

Primary Contact Information Name: Bernard O’Donnell


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Street Address: 101 East River Drive City, State, Zip: East Hartford, CT 06108 Phone, including area code: (860) 622-2444 Facsimile, including area code: Email address: [email protected]

Alternate Contact Information Name: Nancy Pierce Street Address: 101 East River Drive City, State, Zip: East Hartford, CT 06108 Phone, including area code: (860) 622-2446 Facsimile, including area code: Email address: [email protected]

Project Information Brief description of the project / contract and description of services performed, including technical environment (i.e., software applications, data communications, etc.), if applicable.

Sprint is the sole provider for all wireless services, including Blackberry devices, air cards, Airave, Datalink and several M2M solutions.

Original Project/Contract Start Date: 2003 Original Project/Contract End Date: Nov. 6, 2011 (contract expiration) Original Project/Contract Value: $1M Final Project/Contract Date: Nov. 2011 (contract expiration) Was project/contract completed in time originally allotted, and if not, why not?

Yes

Was project/contract completed within or under the original budget/cost proposal, and if not, why not?

Yes

Reference #: 2


Project Name: Gwinnett County

Primary Contact Information Name: Michelle Waits Street Address: 75 Langley Drive City, State, Zip: Lawrenceville, GA 30043 Phone, including area code: (770) 822-7067 Facsimile, including area code: (770) 822-8000 Email address: [email protected]

Alternate Contact Information Name: Nick Neal Street Address: 75 Langley Dr City, State, Zip: Lawrenceville, GA 30042 Phone, including area code: (770) 822-8393 Facsimile, including area code: (770) 822-8000 Email address: [email protected]

Project Information Brief description of the project / contract and description of services performed, including technical environment (i.e., software

Wireless voice, data and email solutions. Push to talk, mobile data, mobile video conferencing


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applications, data communications, etc.), if applicable. Original Project/Contract Start Date: 8/1998 Original Project/Contract End Date: Present Original Project/Contract Value: 700k Final Project/Contract Date: 950k Was project/contract completed in time originally allotted, and if not, why not?

Yes


Yes

Reference #: 3


Project Name: California Wireless Contract Department of Justice

Primary Contact Information Name: Anne Hassey Street Address: DOJ-Executive

1300 I Street, #820

City, State, Zip: Sacramento, CA 95814 Phone, including area code: 916-327-6753 Facsimile, including area code: 916-324-5033 Email address: [email protected]

Alternate Contact Information Name: N/AStreet Address: City, State, Zip: Phone, including area code: Facsimile, including area code: Email address:


Providing cellular and a broadband telecommunications -equipment and services through the California Wireless Contract/State of California WSCA Participating Addendum.

Original Project/Contract Start Date: Jan, 2006 Original Project/Contract End Date: Continuous Original Project/Contract Value: Purchased under the California Wireless

Contract (CWC)/State of California WSCA Participating Addendum $60M+ total annual contract value

Final Project/Contract Date: In negotiations Was project/contract completed in time originally allotted, and if not, why not?

YES


YES


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Reference #: 4


Project Name: California Wireless Contract (CWC)

Office of Systems Integration (OSI) Primary Contact Information

Name: Kim Turner Street Address: 2525 Natomas Park Dr., Suite 200 City, State, Zip: Sacramento, CA 95833 Phone, including area code: (916) 263-3291 Facsimile, including area code: (916) 263-3245

Email address: [email protected]

Alternate Contact Information Name: Kim Turner Street Address: 2525 Natomas Park Dr., Suite 200 City, State, Zip: Sacramento, CA 95833 Phone, including area code: (916) 263-3291 Facsimile, including area code: (916) 263-3245

Email address: [email protected]


Providing cellular and a broadband telecommunications -equipment and services through the California Wireless Contract/State of California WSCA Participating Addendum.

Original Project/Contract Start Date: Jan, 2006 Original Project/Contract End Date: Continuous Original Project/Contract Value: Purchased under the California Wireless

Contract (CWC)/State of California WSCA Participating Addendum $60M+ total annual contract value

Final Project/Contract Date: In negotiations Was project/contract completed in time originally allotted, and if not, why not?

YES


YES

4.3.3 Vendors must also submit Attachment E, Reference Questionnaire to the business references

that are identified in Section 4.3.2.

Sprint has complied by having a minimum of three of our references submit the required questionnaires.

4.3.4 The company identified as the business reference must submit the Reference Questionnaire directly to the Purchasing Division.


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4.3.5 It is the vendor’s responsibility to ensure that completed forms are received by the Purchasing Division on or before the deadline as specified in Section 8, RFP Timeline for inclusion in the evaluation process. Reference Questionnaires not received, or not complete, may adversely affect the vendor’s score in the evaluation process.


4.3.6 The State reserves the right to contact and verify any and all references listed regarding the quality and the degree of satisfaction for such performance.

Sprint had read and understands.

4.4 Vendor Staff Resumes Vendors must include in their proposal response resumes for key personnel/staff to be responsible for performance of any contract resulting from this RFP.

Sprint firmly believes local account support is critical to customer service success and when necessary, a formal escalation process. Sprint promotes quality customer support with frequent professional interaction, formal information updates on products and services, and a proactive perspective on resolving customer issues. Additionally, Sprint’s Government support teams have received specialized training to understand and recognize the needs of the Public Sector.

Your WSCA Client Executive, Gray Sigler, has been the Sprint WSCA contract since 2004. He oversees sales execution, operations and communication both internal and externally. Gray brings over 21 years of telecom management and account management experience to your WSCA Team. He has held sales and sales management positions in Enterprise, Carrier and Public Sector verticals, with Qwest, Global Crossing and Sprint. The last eight years at Sprint have been in the State and Local market managing government wireline and wireless accounts.

Jamie Karakas accepted the position of WSCA Program Manager in May 2010, with the responsibility of overseeing the operational processes of the Sprint WSCA Master Agreement. Her specific responsibilities include: training all levels of the organization on processes & procedures, communicating contract updates internally, driving individual-liable program awareness and partnering with pricing to keep the contract competitive. Jamie came to Sprint in October, 2000. She has been working with the Public Sector for the past eight years and has been an ERT reservist for the past four years.

In addition to the account support team resources traditionally available, Sprint has a Data Solutions group, which supports Sprint’s customized mobile data solutions. The group uses a comprehensive project management methodology in conjunction with exacting internal standards and standard industry procedures to efficiently implement your solution. Your WSCA Solution Engineer (SE), Ira Morales, will assist in defining your wireless data requirements and developing a solution, which meets those requirements. Ira coordinates with internal Sprint departments to help ensure a successful implementation of your solution. He brings nearly 15 years of wireless communications experience to the WSCA team. He joined Sprint Nextel in 2000 and has supported the public sector for nearly 11 years.

Each WSCA member will have their own local account team assigned depending on their location. A general overview of our public sector account teams is provided below.


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Leading the each Public Sector Account Team is a Public Sector Account Manager (PSAM). The PSAM is the WSCA member’s point of contact for contract negotiation, pre-sales needs assessment, implementation and post-sales account management. The PSAM also oversees product and sales support and facilitates problem solving of technical, training, billing, service, and other issues.

Assisting the PSAM during the selling process with sales support activities is the Development Manager (DM). The DM collaborates in pre-sales needs assessment and synchronizes the daily efforts of the PSAM, local sales team and other departments within Sprint for WSCA members. Recommendations for account structures, billing/delivery options are also the DM’s responsibility as well as developing ad hoc and standard reports. The DM also acts as an additional point of contact for account management helping to maintain a high level of customer satisfaction within the WSCA member’s account.

On a local level, there is a Public Sector Representative (P Rep) assigned to assist WSCA members with their sales needs. P Rep provides new equipment and service order entry support as well as equipment training and general account assistance.

In addition to the local account support team resources traditionally available, Sprint has a Data Solutions group, which supports Sprint’s customized mobile data solutions. The group uses a comprehensive project management methodology in conjunction with exacting internal standards and standard industry procedures to efficiently implement your solution. If requested, the Solution Engineer (SE) will assist in defining WSCA members wireless data requirements and developing a solution, which meets those requirements. The data solution engineer coordinates with internal Sprint departments to help ensure a successful implementation of your solution.

The Dedicated Care Specialist (DCS) assigned to WSCA members will be responsible for post-sales support with the responsibility for ongoing billing maintenance and customer service. The DCS is responsible for customer training on account management tools such as Electronic Billing and Analysis (eBA), Enhanced Account Management and Smart CD Online and can provide on-site handset and feature training for qualified customers. Additionally, your DCS will participate in quarterly sales reviews and rate plan analyses and will handle customer service and billing related escalations.

The Custom Network Solutions (CNS) group may play an integral role in the success of your wireless program. Any enhancements for in-building coverage will be provided by the CNS group. CNS services include coverage analysis, capacity analysis, in building solutions, Mobile Extension PBX integration and Enhanced Account Management. These resources will work closely with the local account team on structuring and implementing each solution.

Finally, Sprint’s Public Sector Customer Care organization is dedicated to providing customers with one source for all service, technical, operation and billing support. The Customer Care Center is available 24x7 at 800-390-7545 for WCS members’ wireless questions and issues.


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Tab VIII Other Informational Material In this section, Sprint has included national coverage maps as well as optional services that Sprint believes will benefit various WSCA members. The optional services presented after the coverage maps may require WSCA members to sign separate terms and conditions outside of the WSCA Master Agreement. During the term of the WSCA Master Agreement, Sprint may add to the Agreement new service plans required for new wireless solutions that are not currently available as of the effective date of the WSCA Master Agreement, provided that: (i) such rate plans will be available to all Participating Entities; and (ii) the new wireless solutions are within the scope of the WSCA RFP #1907.

Coverage Maps The Nationwide Sprint Network is built on a single, digital technology, allowing WSCA employees to expect the same features and consistent service levels almost anywhere they travel on our nationwide network. Nearly this entire network now provides 3G data service.

Including roaming and partner networks, Sprint’s wireless voice and data coverage is currently available to over 278 million people in the United States, including Puerto Rico and the U.S. Virgin Islands. Across the country, the Sprint 3G Network reaches 19,682 cities and 1,960 airports.

The following map of the continental U.S. shows Sprint coverage across the country and whether the coverage is provided by Sprint or a roaming partner. It also shows where the data coverage is 3G, 4G, other data coverage. 4G areas also have 3G coverage. In addition to the 4G areas covered below, Sprint very recently launched 4G coverage in San Francisco and Los Angeles. All 4G coverage maps are provided in the separate Coverage Maps binder and on CD.

=


Coverage maps for locations of specific interest to WSCA are available on CD and in a separate binder due to their size. Sprint’s Impact tool is also available at http://coverage.sprintpcs.com/IMPACT.jsp to permit you to generate maps of locations of your choice at any time.


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Sprint owns and operates the Nextel National Network, which currently serves over 278 million people, all of the Top 100 markets and 297 of the Top 300 metropolitan areas across the country. Sprint provides all-digital wireless voice and data services over the proprietary iDEN network to millions of Direct Connect customers, making it the largest push-to-talk service in the industry. Due to the uniqueness of iDEN technology the Nextel National Network does not roam onto other carriers’ networks, so subscribers using iDEN never incur roaming charges.

While Sprint does not guarantee coverage in any specific area at any specific time, the performance of the Nextel National Network has been outstanding, exceeding 99.5% availability since the beginning of 2002. Coverage shown on the coverage maps is a general prediction of outdoor coverage, and does not guarantee wireless service will be available at all covered geographic areas at all times. Wireless coverage is impacted by, among other things, terrain, weather, antenna location, system modification, foliage and man-made structures (such as buildings), and therefore cannot be predicted precisely at all times.

CNS Sprint Custom Network Solutions implemented by our Custom Network Solutions (CNS) group extends Nationwide Sprint and Nextel National Networks and Sprint 3G and 4G into buildings and onto campuses to deliver the power, productivity and efficiency of Sprint’s voice and data communications wherever you need it. Before other carriers even considered in-building services and solutions, Sprint created the CNS group to meet businesses increasing needs for mobility, and the group has had the same commitment to in-building and campus-wide convergence services for more than nine years.

Components of a Custom Network Solution CNS combines the latest in wireless/wireline technologies and integrated services to offer WSCA a wide range of communication options. Our portfolio of innovative communication services, robust security options and industry-leading devices is unmatched by any other major carrier today. CNS


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understands your need to ensure critical business operations recovery and our network engineers are ready to conduct proactive contingency planning with you to address any potential areas of vulnerability within your network and implement the appropriate disaster recovery options. Out-tasking to the CNS group can provide many benefits to WSCA for improving efficiency and reducing costs. CNS is your single point of contact for comprehensive transport-independent, end-to-end network management services that include all aspects of your communication needs.

Sprint delivers custom network solutions through a consultative, turnkey approach in which WSCA business objectives are analyzed to assess how improved workplace communication can help you achieve them, and determine what wireless services you need. The solution design team consists of a CNS Solutions Engineer, a CNS Program/Project Manager, local engineers and assigned project personnel from WSCA. Subsequently, within 14-21 business days, CNS will design a solution according to customer requirements and design walk findings. The design walk requires a detailed walk around of the campus(s) and all adjacent locations, and typically takes one day. We then design and deploy a network that supports mobility and produces the performance and results you expect. The system design utilizes a combination of system architectures to provide in-building and on-campus coverage. CNS offers two levels of solutions:

♦ Basic Network Solutions: Implemented in cases where enhanced coverage for a small area is required (on 1 or 2 floors of a building, for example) and where there are less than 200 units involved

♦ Full-Scale Network Solutions: Covering a broader area (such as a full building or campus of buildings impacting more than 200 units); Full-Scale Network Solutions enable Advanced Mobility Solutions including Private Radio Solutions, WLAN Infrastructure and Fixed Mobile Convergence and the creation of Wireless Ecosystems

The primary solution may include a macro-base station design with external rooftop antennas, which CNS designs to provide adequate radio frequency (RF) penetration to the majority of the campus. In areas requiring further coverage enhancement, Sprint may design and install a distributed antenna system with internal antennas placed throughout the required spaces. CNS installs, monitors and maintains the wireless networks on-site allowing IT departments to reduce costs and focus on other priorities. Depending on WSCA requirements, a CNS solution will include many or all of the following components:

Sprint Services ♦ Cellular ♦ Two-way messaging

♦ SMR/Direct Connect ♦ Data Applications


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Nextel &Sprint Devices ♦ Handsets ♦ Data Cards

♦ BlackBerry Devices ♦ Single mode and dual mode Smart

Devices

CNS Infrastructure ♦ Distributed Antenna system ♦ Bi-directional Amplifier

♦ Enhanced Base Transceiver System

CNS Applications ♦ PBX Integration ♦ Console Integration ♦ Web-based account management

CNS Network Services ♦ Requirements Analysis ♦ Site Survey ♦ Network Design

♦ Project Management ♦ Installation ♦ Provisioning ♦ Training

The coverage solution required by the WSCA member shall be subject to a separate CNS agreement with separate terms, conditions and fees, including but not limited to capital contributions and/or purchase commitments.

Sprint Multi-Carrier Solutions: In Sprint’s standard Multi-Carrier solution, Sprint installs and manages the RF Source which connects to the Multi-Carrier Distributed Antenna System (DAS). The DAS itself is then installed and maintained by a Sprint-approved DAS vendor/integrator. Upon System Acceptance, ownership of the DAS is transferred to the Customer, who will sign and maintain a Maintenance Agreement for the DAS.

♦ Multi-Carrier/Multi-Operator--System(s) designed to provide RF coverage for several wireless carriers/mobile operators (Sprint, Verizon, T-Mobile, etc.) and if needed such services as WiFi, public safety LMR and telemetry

♦ Neutral Host/Plug-In -- System designed and installed by a 3rd party with intent that various carriers will want to “plug-in” to the system. System may be owned by facility owner that wants to provide good cell coverage to patrons.

Network Overview The Custom Network Solutions Group (CNS) product and service components include:

From the beginning to the end of the customer’s lifecycle, CNS will own and support the customer’s needs

Sprint currently operates two cellular systems: the Nextel National Network and the Nationwide Sprint Network. Every CNS full-scale solution is an extension of one or both of these two networks. This enables seamless mobility for the employees of WSCA when roaming on or off the campus/building.


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As is the case with other cellular networks, Sprint’s macro networks are designed to provide reliable outdoor macro coverage to our customer base. In many instances, this design goal and geographic proximity to nearby cell-sites allows the employees of WSCA to enjoy strong in-building coverage as well. However, for a variety of reasons, which can include but are not limited to dense building construction, heavily tinted window glass, uneven terrain, dense foliage or significant distance from nearby cell-sites, there are times where strong in-building coverage is not available. In other instances, high user capacity demands at a specific location may create the need to provide dedicated and scalable capacity and coverage to a particular site. .

To understand how a CNS solution fits within the broader Sprint macro network, it is important to understand the basic elements of the system. Three key elements comprise the macro network: (1) the Mobile Switching Office (MSO) (2) the “cell-site” (Enhanced Base Transceiver System or EBTS for iDEN and Base Transceiver Station or BTS for CDMA) and (3) the Sprint/Nextel device.

As shown in the graphic below, the MSO acts as the “hub” for multiple cell site locations within a geographic region. The MSO routes interconnect and Direct Connect calls internally or to the Public Switched Telephone Network (PSTN) depending on the nature of the intended recipient. All EBTS locations are networked to the MSO via dedicated T-1 circuits. In turn, the EBTS locations transmit and receive radio frequencies (RFs) to devices within the geographical footprint of the site. RF is a segment of the electromagnetic spectrum used as the medium for transmitting information over the air. As a whole, this architecture provides the communication path for a call to or from a mobile handset. The building depicted in the following graphic depicts a distributed antenna system driven by an EBTS.

CNS Architecture

RF Source Every CNS solution must have an RF source that provides connectivity to the broader macro-layer network. For locations with lower user capacity demands or for “spot” enhancement needs, a bi-


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directional amplifier (BDA) for iDEN or a repeater for CDMA may be a suitable choice. Rather than transmitting and receiving its own RF, the BDA/repeater is configured to receive and amplify the signals of an adjacent macro layer cell site. The BDA/repeater is connected to a distribution system within the WSCA premises. The RF distribution system broadcasts the wireless signal in locations where users will be using their handsets.

RF Sources: EBTS and BDA

For locations with higher capacity demands, an enhanced Base Transceiver System (EBTS) for iDEN or a Base Transceiver System (BTS) for CDMA configuration is often most appropriate. CNS EBTS/BTS configurations utilize the same equipment as used in the macro-layer network. Dedicated space, sufficient power, environmental controls and proximity to a telecom demarcation point are all requirements for an EBTS/BTS-based solution

Radio Frequency Distribution CNS installations must distribute signals from the RF source to locations where users intend to use their devices. In very specific campus circumstances, it may be appropriate to install exterior antennas similar to those used in the overall macro-layer network. Most often, however, the CNS group installs a distributed antenna system (DAS) within the building(s) to transport RF from the source to the areas where users have communications requirements. Various cabling techniques and equipment may be used (coaxial cable, fiber optic cable, CAT-5) depending on the size and scope of a particular solution, but the overall principle remains constant. The RF distribution system will transport signal from the RF source to antenna points positioned strategically to provide enhanced coverage and capacity to the intended areas.

Land Mobile Radio (LMR) Solutions Sprint offers Land Mobile Radio (LMR) solutions that help WSCA overcome the challenge of replacing private radio systems with cost-effective, reliable, high capacity digital radio systems. Our LMR solutions are ideal for any agency that communicates with large groups of mobile workers,


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PRIVATE RADIO SOLUTION (LMR) BENEFITS

♦ Augment or replace private radio

systems ♦ Interoperability between existing

LMR systems and the Nextel National Network

♦ Industry specialists in communication solutions

♦ Cost effective, scalable, high capacity & reliable

including those in public safety, transportation and utilities. In addition, Sprint’s LMR Interoperability Solutions can help WSCA:

♦ Reduce the costs associated with expanding LMR systems for more effective use of budget dollars.

♦ Free up capacity on the radio network by moving certain user groups to the Push to Talk service.

♦ Implement a back-up solution in case of an LMR system outage.

Sprint LMR solutions are based on PC-based dispatch consoles capable of interconnecting private radio networks with the Nextel National Network. Once integrated, the console operator controls communications between Nextel and disparate two-way radio, public telephone and paging systems. This consolidation of multiple telecommunication connections simplifies a complex combination of services into a single, integrated system.

Console solutions are compatible with private radio systems including P25, ASTRO, SmartNet, SmartZone, EDACS and many other proprietary communications systems and networks. An integrated LMR solution provides interoperable communications between virtually any LMR and a Nextel handset. Console systems supported include Motorola, Zetron, Telex, Avtec, Microvoice, Positron / IPC (formerly Orbacom) and many others.

Sprint Nextel interoperability solutions complement existing private radio systems by minimizing the operational challenges faced every day, allowing WSCA to utilize their existing investment and simply build upon it.

Key capabilities of Sprint private radio dispatch solutions include:

♦ User Friendly Graphical User Interface to assist the dispatcher

♦ Database Management – Capable of storing thousands of alias names for Nextel IDs, radio IDs and telephone numbers

♦ Simul-Select – Simultaneously transmit to multiple individuals or Talkgroups

♦ Voice Patching – Bridging two or more individual or Talkgroups together

♦ Activity logging – Audio recording using standard Voice Logging Recordings

♦ Telephone Interconnect – telephone calls can be made, received, patched and recorded

♦ Facility monitoring and control ♦ Economical, scalable LAN based architecture

Land Mobile Radio (LMR) Solution Architecture


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Operational Efficiencies Putting Nextel dispatch services in the hands of less critical personnel effectively conserves a very limited resource – private radio system frequencies. The overall result of conserving these frequencies is increased private and group call capacity and in expansion of dispatch operations.

A single Nextel control station can be used to communication with multiple Talkgroups or individuals. If more than one Nextel Talkgroup or individual needs to be contacted simultaneously, multiple Nextel control stations can be employed. For console systems that don’t offer full support of the Nextel radio protocol, the Nextel control stations can be connected using the console’s basic conventional “local control” interface.

The combination of Nextel and a Private Radio Network delivers an integrated and interoperable system, while maintaining each individual network’s unique strengths. Service as the ideal supplemental or complementary system, the Nextel National Network delivers the interoperability, coverage, capacity and reliability that organizations need now and well into the future.

ERT Whether it is a natural disaster or a man-made emergency, being ready to go on a moment’s notice can save billions of dollars and sometimes lives. With Sprint’s Rapid Deployment Solution the ERT Go-Kit from Sprint’s Emergency Response Team, companies can keep a cache of active, ready-to deploy wireless devices, accessories and 3G Mobile Broadband connection cards, that when deployed are ready for quick communication during an emergency, preparedness training drill or planned event. Simply purchase iDEN and/or CDMA devices, 3G cards and accessories and pay a low monthly service cost to keep them ready for deployment and then pay for the service only when you use the phones.

For WSCA emergency response units, Sprint Nextel recommends our Emergency Response Team (ERT) Go-Kit. With the ERT Go-Kit, public safety agencies, like WSCA, can keep a cache of phones on-hand and ready to be deployed quickly for communication during emergencies, preparedness drills or pre-planned events. WSCA will need to simply purchase phones and accessories. WSCA pays a very low monthly ERT Plan to maintain the units in an active, “ready to go” state. Wireless service charges for airtime only accrue when the phones are deployed and in use.

ERT Go-Kits make it easy for WSCA to be prepared for any emergency. Simply do the following:

♦ Choose from a variety of iDEN and CDMA phones, 3G wireless air cards and accessories. Including multi-bay battery chargers

♦ Specify the quantity and configuration of your rugged, shatter-resistant Stormcase™ cargo containers

♦ The ERT will inventory, package, program, label, test and charge your phones prior to you receiving your ERT Go-Kit

♦ Manage your phones with our label printing program and the easy-to-follow directions in our ERT Go-Kit Handbook

Customize WSCA can choose from a variety of iDEN and CDMA devices, 3G Mobile Broadband Cards and accessories. Simply specify the quantity and configuration of your rugged, shatter-resistant Stormcase cargo containers.

Manage ♦ WSCA can reserve your phone and Direct Connect numbers with a low monthly fee so that

you can publish your ERT Go-Kit phone numbers in your Emergency Planning Documents,


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Contacts and Distribution lists. This low monthly ERT Number Reservation Fee also ensures that your units are maintained in an always active and ready to deploy state (no calling into the ERT Hotline to activate/deactivate your units).

♦ As part of the ERT Go-Kit Service, WSCA members will also receive 24x7x365 Live Support through our ERT Agency Hotline and a Dedicated ERT Deployment Manager

♦ WSCA will receive your devices inventoried, packaged, programmed, labeled, fully charged and call tested.

♦ WSCA can manage your devices with our label-printing CD (included with your kit) and the easy-to-follow directions in your ERT Go-Kit Handbook.

The Sprint Nextel Emergency Response Team Go-Kit

ERT Professional Services4: A critical component of Sprint’s rapid deployment solutions is our Emergency Response Team (ERT), which includes a team of communications professionals experienced in multiagency operations, military combat situations and more than 3,800 deployments. In addition to being ready for deployment as needed by emergency managers, ERT provides a wide variety of professional services including Program Design for development of Response Teams, Pre-Implementation Services and consulting on technical communications design and impacts, On-site Technical Support for remote or short-term deployments and Network Support.

♦ Pre-Implementation Services from ERT provide high-level technical expertise on a variety of wireless communication topics. Sprint ERT Pre-Implementation fees are charged a per hour rate per ERT member plus Travel & Lodging (if applicable).

♦ Training: Field training exercise scenarios, planning and services, and field operations ♦ On-Site Field Technical Support from ERT provides experienced personnel on remote

deployments of temporary infrastructure and entails the following: o Full-time Sprint ERT member that will provide availability in the immediate vicinity of

the deployment on a 24x7 basis for SatCOLT, COW or IPoS remote deployments ♦ Network Support - Full-time Sprint member will provide availability for network monitoring

of temporary infrastructure for SatCOLT, COW or IPoS remote deployments.

WSCA member’s use of the Sprint Emergency Response Team Go-Kit shall be governed by the ERT Go Kit Product Annex as posted at http://www.sprint.com/ratesandconditions.

4 ERT services, product availability and pricing are subject to change at Sprint’s sole discretion. Additional terms and conditions may apply.


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Sprint Rapid Deployment Solutions5 Sprint’s Emergency Response Team (ERT) specializes in short-term, rapidly deployable, highly mobile and self-sustaining solutions that provide critical communication and connectivity virtually anywhere, anytime. Our innovative Rapid Deployment Solutions provide an easily deployable and scalable set of voice, video and data equipment to government agencies, public safety, the military, first responder community and private corporations. When an emergency or planned event happens, Sprint’s Rapid Deployment Solutions enables ERT to seamlessly augment existing government or corporate communication infrastructures, work hand-in-hand with agency personnel and allow emergency personnel to concentrate on vital operations instead of technical shortcomings. Our Rapid Deployment Solutions also offers WSCA members programming, training and technical support in a number of areas such as emergency talkgroup configuration, and device training.

Our Rapid Deployment Solutions provide a comprehensive response to WSCA members’ emergency communications requirements and include:

ERT Infrastructure Leasing (SatCOLT and COWs) In areas where Sprint’s existing network is unable to provide voice and data services, ERT can provide rapidly deployable, highly mobile and self-sustaining cell sites that extend our standard network coverage area. Sprint can deploy Satellite Cells on Light Trucks (SatCOLTs) and Temporary Cell Sites on Wheels (COWs) in both urban and rural areas, which we linked to nearby permanent Sprint cell sites via microwave or T-1 facilities. This linkage allows the transmission of voice and data services from a subscriber’s handset to the network and subsequently the rest of the Public Switched Telephone Network (PSTN). Sprint has deployed thousands of SatCOLTS and COWs, some of which have been in heavy use for several months.

Sprint bases the criteria for SatCOLTS or COW deployment during network outages on the magnitude of the outage and the potential benefits gained by deploying the SatCOLT or COW. If SatCOLT or COW deployment is a realistic resolution for a disaster (such as the World Trade Center), it can be deployed in as little as three days, although this requires a great deal of cooperation with the local telephone company. The newer COW model “Super COWs” have microwaves, which significantly decrease set up time.

Sprint can deploy SatCOLTs and COWs in both urban and rural areas, which we linked to nearby permanent Sprint cell sites via microwave or T-1 facilities. This linkage allows the transmission of voice and data services from a subscriber’s handset to the network and subsequently the rest of the Public Switched Telephone Network (PSTN). Sprint has deployed thousands of SatCOLTS and COWs, some of which have been in heavy use for several months.

SatCOLTs provide the same voice and data traffic transmission capabilities as the standards COWs, but use a Geostationary Earth Orbit (GEO) satellite operating in the Ku Band instead of a T-1 or microwave connection to transmit to the permanent Sprint network and the PSTN. SatCOLTs can support up to four T-1 lines, only one of which is needed for the SatCOLT’s backhaul to the network.

Sprint may use the other T-1 lines to support additional data transmission, up to and including video in limited situations. SatCOLTs are most valuable in areas where a T-1 backhaul connection is not 5 ERT services, product availability and pricing are subject to change at Sprint’s sole discretion. Additional terms and conditions may apply.


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available or prohibited due to time constraints, geographic location, legal restrictions or the specific conditions of an emergency. SatCOLTs employ the same type of satellite and frequency as commercial satellite television providers such DirecTV and the Dish Network.

Deploying SatCOLTs and COWs for Non-Emergency Events There is a separate process for WSCA members to request a SatCOLT or COW to fulfill a marketing need (partner event, large business request, or major event like the Super Bowl). First, WSCA members must contact your Sprint Account Representative and request a SatCOLT or COW. The account representative will then forward your request to our corporate headquarters, who will evaluate the economic value of deploying a SatCOLT or COW. Because our SatCOLTs and COWs need to be available for emergency network outages and large sales marketing events, our network will need at least two months’ notice for WSCA members to use a COW due to leasing, zoning and FAA requirements.

ERT Infrastructure Leasing (IPoS): The ERT Satellite IP Trailer is a self-contained box trailer that can be towed by any midsized or larger vehicle. It provides fast, secure satellite communications via its KuBand satellite dish to provide quick access to Data, Voice over IP (VoIP) and video teleconferencing at almost any location in the United States. Type 1 encryption is offered as an additional feature. No commercial power is required, as an on-going generator can power up internal and external equipment. The Auto-Acquiring VSAT

system allows satellite network connectivity in less than 15 minutes. The Satellite IP trailer is available as a gas generator and as a diesel generator. PBX equipment can support either Cisco or Nortel.

Sprint Isolated Site Operations Sprint Isolated Site Operations (ISO) solutions utilize the “satellite global telecommunications technology” that enables a back-up communication option for WSCA members in the event of a T1 or Dispatch Application Processor (DAP) failures. ISO is a cost-effective, simple communication-redundancy software feature that is implemented in the Nextel National Network specifically for businesses that have an enhanced coverage solution at their location to enable intra-site communication across designated (Talkgroup/scangroups) and available for use with Advanced Feature Unit (AFU) handsets. In addition to T1 diversity and satellite back-up and because the system activates in approximately 10 seconds of a T1 outage or DAP failure, our ISO solutions provides WSCA members another layer of communication reliability that can be used in conjunction with WSCA members’ comprehensive disaster recovery plan for voice, push-to-talk and data services.

Because our ISO solution uses WSCA members’ dedicated coverage-uses existing cell site to provide service, WSCA members users will not be aware of the alternate transport method in a failover situation because all mission critical services such as Group Talk and Direct Talk will function normally. While there is a nominal charge for the software feature, there is no additional charge for hardware and all inbound and outbound “Interconnect Calls” will be billed as normal during the failover situation.

ERT Go-Kits: The ERT Go-Kit component of the rapid deployment solution contains a cache of iDEN and CDMA phones and 3G Mobile Broadband Connection Cards that are active and can be deployed quickly for emergencies, drills and exercises.


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Activating the Sprint Emergency Response Team Go-Kit Activation takes three rapid and simple steps:

♦ Call ERT’s 24x7/365 Support Hotline to initiate activation (1-888-639-0020 or GETS users 254-295-2220)

♦ The Organization’s equipment will be activated to specifications ♦ Once activated, equipment is ready to use

WSCA member’s use of the Sprint Emergency Response Team Go-Kit shall be governed by the ERT Go Kit Product Annex as posted at http://www.sprint.com/ratesandconditions.

ERT Equipment Rentals: ERT has an inventory of over 30,000 iDEN and CDMA/EVDO rental devices to deploy for clients requiring temporary, short-term voice and data solutions. All Sprint Nextel wireless services can be supported including standard domestic cellular, Direct Connect (group and private), packet data (EVDO 3G air card and handsets), Priority Services (Wireless Priority Services and Priority Connect – when requested and authorized). ERT provides custom programming and technical support/distribution services for clients requiring additional support levels.

ERT Customer Service Center Sprint is offering a toll free phone number (1-800-390-7545) and is operational 24x7x365 for the purpose of reporting equipment problems and malfunctions or customer questions regarding their services.

Nextel Direct Connect Priority Services Nextel Direct Connect, our long-range two-way radio service has become an invaluable tool for local, state and federal public safety agencies. Sprint is the only nationwide, commercial wireless service provider to offer Priority Connect Push-to-Talk and Priority Access for cellular calls. Additionally, we offer our Public Sector subscribers secure voice and data service, ruthless preemption for Push-to-Talk services, premium customer care and customized data applications designed to meet emergency management and law enforcement needs.

Nextel Direct Connect service is built on a separate technology layer from the cellular network and is not dependent on the public switched telephone system (PSTN) which often becomes overloaded in emergencies causing system blocking for most cellular providers. In order to best serve our many government and public safety contracts, our service provides a high degree of reliability and every cellular tower we operate is backed up with battery power.

Wireless Priority Services (WPS) The National Communication Systems (NCS), a division of the Department of Homeland Security developed Wireless Priority Services (WPS) to meet a directive from the White House to enable authorized National Security (NS) and Emergency Preparedness (EP) personnel to make cellular calls during the event of an emergency or disaster when channels might otherwise be congested. WPS is invoked by authorized users on a call-by-call basis by dialing *272 + Dialed Number.

WPS provides priority network access at the originating cell site, which is accomplished through call queuing for radio traffic channels, and High Probability of Completion (HPC) capabilities that enable end-to-end priority treatment. Critical HPC features include:

♦ SS7 IAM enhancements that ‘mark’ and prioritize WPS calls; call marking enables priority treatment to be forward to subsequent nodes and networks that have HPC capabilities


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♦ Trunk queuing at the originating and terminating mobile switch ♦ Priority radio channel queuing at the originating and terminating cell site ♦ Call routing enhancements ♦ Glare handling enhancements ♦ Priority treatment of Government Emergency Telecommunications Service (GETS) calls

WPS is available only for authorized NS/EP users. NCS has established five categories to identify critical NS/EP leadership functions and determine eligibility.

Environmental Responsibility Sprint is committed to being a corporate leader in environmental responsibility. In 2008, Sprint became the first United States wireless provider to establish a clear environmental vision by publishing a set of long-term environmental goals. Sprint already leads the industry through its commitment to absolutely reduce greenhouse gas emissions, deployment of renewable energy, and its aggressive cell-phone recycling efforts. These efforts are bolstered by environmentally responsible building practices, “green” IT, waste-reduction efforts, e-billing practices, environmentally beneficial products and services, and a strong environmental employee-engagement program, to name just a few. Please read on to learn about our long-term environmental goals and the critical environmental initiatives we have under way.

Sprint leads the U.S. telecommunications industry in “going green.”

♦ 24% of corporate office electrical power sourced from wind, which includes 80% of our headquarters campus electrical power

♦ We’ve collected more than 20 million wireless phones for reuse and recycling, including 3.7 million in 2009 alone.

♦ Named #6 on Newsweek’s Green Rankings 2010. ♦ Sprint was named as one of the world’s 53 leading companies in the 2010 Carbon Disclosure

project’s “Carbon Disclosure Leadership Index.”

Sprint’s Long-Term Environmental Goals 1. We will reduce our greenhouse gas emissions by 15 percent by 2017.

2. We will secure 10 percent of Sprint’s energy from renewable sources by 2017.

3. We will recycle 50 percent of our operational waste from our commercial facilities by 2017.

4. We will send for reuse or recycle 95 percent of our Network and IT e-waste by 2017.

5. We will ensure that 90 percent of our suppliers comply with our environmental standards by 2017.

6. We will achieve a 90 percent device collection rate (measured as the number of total devices collected divided by the number of devices sold), by 2017.

Climate Change Sprint understands that climate change is a critical issue and that reducing greenhouse gas (GHG emissions) is an important goal. As a large corporation with thousands of locations throughout the United States, Sprint has a role to play in the reduction of harmful greenhouse gas emissions, and is actively engaged in making a difference. Sprint has committed to absolutely reduce its GHG


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emissions by 15% by 2017 and to increase its use of renewable energy to 10% by 2017. The majority of Sprint’s GHG emissions come from energy use in Sprint’s network and facilities. Sprint has been actively working to reduce its energy impact for the past several years, as evidenced by our large purchases of renewable energy, investments in alternative energy research, and development of an energy-conservation program.

EPA Climate Leaders Sprint recognized the need for a baseline study to effectively measure our emissions and the potential benefit of working with other corporations to reduce total emissions. In the fall of 2007, Sprint became the first wireless provider to join the Environmental Protection Agency’s (EPA’s) Climate Leaders Program. Climate Leaders is an industry-government partnership aimed at developing long-term comprehensive corporate climate-change strategies. As a partner in this program, Sprint completed a GHG baseline study and announced a goal to reduce its GHG emissions by 15 percent over 10 years, based on a 2007 baseline of 2.2 million metric tons. Sprint is the only U.S.-based wireless telecom to have a published absolute GHG reduction target. In just its first year of measurement and reporting, Sprint achieved a 6.8% reduction moving from 2.18M metric tons of GHG emissions to 2.03M metric tons.

Carbon Disclosure Project Sprint also participates in the Carbon Disclosure Project (CDP). CDP is a non-profit organization that is led by institutional investors in partnership with government and non-government organizations. This group’s goal is to encourage companies to report GHG emissions and disclose climate change risks and opportunities to investors. In CDP’s 2009 Global report, Sprint was ranked the highest among US wireless providers for its 2008 disclosure.

Energy Use and Conservation The majority of Sprint’s scope 1 and scope 2 greenhouse gas emissions, 96%Sprint has an energy-management program for all of its enterprise real estate facilities. Each commercial facility has been audited, and measures to reduce energy use have been evaluated and put in place. These measures include installing building automation systems, web-based meter information systems and demand response capabilities. Sprint’s energy-management program has resulted in reducing energy use by an average of more than 9 percent each year for over 6 six years and saved nearly 23 million kWh nationally in 2008 alone.

So, our energy reduction in 2008 equates to 21,400 tons of CO2, or:

♦ Taking 3,918 passenger cars off the road for one year ♦ Reducing oil use by 49,744 barrels per year ♦ Saving the electricity used in 2,967 households each year ♦ Preserving 149 acres of forest.

Sprint believes that energy conservation is the most important action it can take to reduce its emissions. Power management was highlighted as one of the 5 green things employees could do to help Sprint achieve its GHG reduction goals. They were provided with facts about PC and monitor energy consumption, encouraged to turn off all lights and equipment when not in use, and put in power strips to facilitate nightly shutoff. Sprint is proud of the efforts employees are making to help reduce overall GHG emissions globally.

Green Energy Sprint leads the wireless industry within the U.S. in terms of actual renewable energy in use. Sprint’s green energy initiatives include wind, solar, hydrogen, and geothermal power. We began testing wind


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energy in 2004 when we started purchasing Green-e wind energy certificates for one of our headquarters buildings in Overland Park, Kan. In two years, Sprint prevented approximately 1,000 tons of carbon dioxide from entering the atmosphere with these purchases.

In April 2006, Sprint Nextel expanded its commitment to green power use, announcing a five-year agreement with Kansas City Power & Light (KCP&L) that facilitated the building of the Spearville (Kan.) Wind Farm.

As part of that agreement, Sprint agreed to purchase 87M kilowatt hours per year for its 200-acre Overland Park, Kan., headquarters campus from Kansas City Power & Light via the Spearville, Kan. wind farm. In 2008, this accounted for 80% of Sprint’s campus energy needs. This purchase provided a reduction of 87,519 metric tons of C02 equivalents in 2008) emissions each year and is the equivalent of:

♦ Taking 16,029 passenger cars off the road for one year ♦ Producing 203,533 fewer barrels of oil a year ♦ The electricity used in 12,139 households each year, or, ♦ Preserving 610 acres of forest.

Sprint plans to continue to expand its use of green power and currently ranks in the top 25 purchasers of green power in EPA’s Green Power Partnership Fortune 500 registry.

Energy Research In addition to energy efficiencies in its commercial facilities, Sprint also has efforts under way to “green” the power used in its networks, including a partnership with the Department of Energy to conduct alternative energy research. Sprint currently works with two national laboratories – Sandia in Albuquerque, N.M., and National Renewable Energy Lab (NREL) in Golden, Colo. Their projects include energy storage and photovoltaic panel research.

In an effort to produce green backup power during commercial power outages, Sprint has already deployed more than 250 hydrogen fuel cells at cell sites, with more installations planned. Sprint is also using solar-powered energy at cell sites in California and New York. The photovoltaic panels capture solar energy and power the site using sunlight during the day then switch back to commercial utility at night.

In addition, Sprint is exploring geothermal systems as a way to reduce electricity use by improving cooling efficiency and improving reliability by avoiding high heat equipment shutdowns. In these systems, the heat from a cell site is transferred to a heat exchange system and cooled through wells drilled in the ground.

In April 2007, Sprint installed a small wind turbine on its Overland Park, Kan. campus to test use of wind as primary power for cell sites. The turbine was the first of its kind in the community and continues to provide excellent data for our energy researchers. It is also iconic of Sprint’s commitment to alternative energy.

Sprint’s most exciting new achievement on green network energy is the $7.2M United States Department of Energy grant it received for hydrogen fuel cells. Sprint had expanded its own fuel cell


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deployment. Sprint’s solution for hydrogen fuel cells with more extended run-time will be of use in many industries.

Green Building Sprint’s Operational Headquarters in Overland Park, Kan., has received a Leadership in Energy and Environmental Design (LEED) Certification from the U.S. Green Building Council (USGBC) for one of its buildings, and is in the process of certification for others. LEED Certification is a nationally accepted program for the design, construction and operation of high-performance green buildings. In constructing the facility, Sprint implemented practices to ensure future construction will have minimal environmental impacts.

Some of the eco-friendly features highlights of the 200-acre Overland Park, KS, campus include:

♦ Capture of site run-off water to use for landscape irrigation (no city water is used)

♦ Restoration of wetlands and natural landscape ♦ Plantings of more than 6,000 trees; use of landscaping for shade ♦ Dedicating 60 percent of the campus to green space ♦ Regional extraction of 81 percent of campus construction materials, reducing transportation

emissions ♦ Use of PETA-certified border collie program for migratory-bird control ♦ A comprehensive composting program that takes food waste and other compostable waste

such as cardboard, and turns it into useful by-products ♦ Use of solar power for signage ♦ Preferred parking for drivers of hybrids or carpoolers to encourage reduction of employee

GHG emissions ♦ A "Smart Commute" program to help employees find and use alternative transportation

options

Sprint began participating in the LEED for Retail pilot program in 2008 and in 2009 was the first telecom to receive LEED certification for a retail store. Sprint will use this store as a model for future retail store remodeling projects. In late 2009, approximately 500 stores were remodeled using many of the key LEED elements from the pilot store experience. Sprint also received its first energy-star rating for a retail store in 2009.

Recycling Operational Waste Sprint expects to achieve its initial 10-year goal to recycle 50% of its operational waste. This baseline measure is nearly complete and actions have already been implemented to include the eliminations of Styrofoam cups throughout the company. We have also implemented:

♦ Broad employee recycling programs at large employee centers ♦ Reduced our paper use by 75% from February to November 2008, from 8.9M sheets per

month to just 2.2M

Sprint’s Overland Park campus is a waste management showcase with a strong composting program, weekly employee shred program, cardboard recycling programs at loading docks, eco-friendly cleaning products, motion sensing hand dryers and faucets, water recapture system, landscape waste program, and use of electric and hybrid vehicles for maintenance and safety.


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Our efforts also extend beyond the Sprint campus, to Sprint retail stores that already have a Zero e-waste policy in place.

Sprint Certifications Sprint belongs to or has been recognized by the following organizations for its green efforts.

M2M Embedded Mobile Computing Solutions Sprint has partnered with leading manufacturers to build modules embedded with Sprint 3G and 4G microchips, enabling the transformation of a variety of electronic devices into powerful digital communications solutions. Using these embedded modules, Original Equipment Manufacturers (OEMs) can cost effectively integrate digital voice, broadband data communications and GPS functionality into devices to make them compatible with Sprint 3G and 4G6 networks. Moreover, the modules’ small form factor is ideal for compact laptops, modems, meters, call boxes, mobile terminals, mobile productivity and location and navigation solutions in the transportation, field service, public safety and utility industries.

With a growing number of manufacturers incorporating wireless embedded modules into their mobile computing and M2M equipment offerings, Sprint is able to extend our wireless portfolio beyond handsets and data cards to offer a broad range of wireless solutions that include a variety of laptop and notebook computers as well as a variety of machine-to-machine (M2M) devices7 to support applications such as:

♦ Asset and People Tracking ♦ Digital Signage ♦ Fleet and telematics ♦ ATM/Point of Sale ♦ Remote securing and monitoring ♦ Smart Grid

Sprint’s Mobile Computing Solutions combine the following three elements:

6 Where available 7 4G modules are currently available for select laptop and notebook computers only. To date, only 3G modules are available in other devices.


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♦ Devices – Sprint works with leading OEMs to bring to market the highest quality equipment. ♦ Wireless Network – Sprint is the first carrier to offer both 3G and 4G networks ♦ Software Infrastructure – Through our relationships with Industry Solution (IS) Partners,

Application Partner Programs (APPs) and Technology Partners, Sprint brings to market mobile applications designed to meet the unique needs of several strategic verticals.

With Sprint Mobile Computing Solutions WSCA members can experience:

♦ Additional Options to access the Sprint 3G and 4G network ♦ Increased durability reducing the risk of lost or damaged external devices ♦ Improved connection due to tighter integration with hardware and connection software ♦ Consolidation with pre-installed equipment simplifying assets and increasing end-user and IT

staff productivity ♦ Low cost through reduced deployment time from IT staff and lower device failure rates ♦ Protection for data and devices through inherently secure Nationwide Sprint Network and

application security features ♦ Cutting edge technology being used throughout multiple industries ♦ Rugged designs guaranteed to military standards ♦ Same convenient, easy monthly pricing structure as the connection card

The following is a simplified diagram showing the major components of the Sprint 3G and 4G networks as used in a call between two wireless modems or between a wireless modem and the Enterprise Network. The components at the network edge (PDSNs, Mobile Switching Centers, Base Stations, etc.) are duplicated in hundreds of locations nationwide. The dotted line indicates call paths when a modem is away from its home PDSN.


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Asset & People Tracking Sprint has partnered with leading manufacturers to offer an expansive range of location-enabled wireless devices and applications utilizing technology that can tell you exactly where WSCA members’ workers and your assets are, in real time, almost anywhere on the Sprint 3G network and 4G networks, where available. These applications are making a huge impact in personal safety by helping parents, caretakers and authorities monitor children, patients and workers as well as new services that redefine the standard for on-time order delivery and asset-loss prevention.

Solution Solution DescriptionAnyData APT-210D

Revolutionary pocket-watch size, personal care device for each member of your family including your pet. Type: M2M Device Solution Name AnyData APT-210D Solution Provider/Partner AnyDATA Solution URL http://www.anydata.com

Sendum

Sendum's Package Tracker PT200 is a very small wireless package tracking device specifically designed to meet the demanding needs of shippers who need to be able to track high-dollar packages/cargo. Unlike other solutions, our PT200 product is specifically designed for tracking packages which require a small size, low cost and a long battery life.

OmniLink

Through a combination of easily integrated, location-enabled wireless devices and all types of location networks, the Omnilink solution is capable of tracking assets whether they are inside a dense building, traveling in a truck or train, or sitting at a remote work site. The Omnilink applications provide peace of mind by continuously reporting the location of valuable assets, providing 24/7 monitoring, and tailored response procedures if assets are lost or stolen.

Digital Signage Thanks to the digital signage industry, WSCA members can now instantly deliver real-time information across your entire business or to just one location. With intelligent-screen costs down and ubiquitous wireless connectivity, the key to success is delivering robust personalized messaging anytime…anywhere.

Sprint is the only national carrier that gives you network bandwidth with Sprint 3G and 4G, networks (4G where available), plus low-cost chipsets and traffic, so you can deliver richer content to more screens.

We have partnership agreements in place to help WSCA members reduce installation costs, expand your number of channels and increase your signage footprint with minimal effort. Whether you're seeking to provide in-store marketing to promote products, to create video messaging (narrow/broadcasting), to deliver up-to-the-minute updates, or to launch mobile advertisements, Sprint has the next-generation network and solutions you need.

Solution Solution DescriptionMediaTile

MediaTile is an award-winning digital signage innovator and solution provider. Their products and services significantly reduce the effort and expense of deploying and operating OOH networks while maximizing viewer impact. MediaTile has deployed more cellular-connected digital signs than any other vendor in the world. Their unique cellular approach eliminates the need for on-site networking, and our web-based SaaS (software as a service) media delivery and management system simplifies network operation and content programming..


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ICG

I.C.G. offers an end-to-end wireless solution that delivers High Definition audio/video transmission, anytime, anywhere. I.C.G.’s unique business model harnesses the power of the web, wireless networks, social media and services that enable, enhance and streamline the overall sales and marketing efforts for businesses of all sizes. I.C.G.’s self-contained wireless digital media solution (MobileMedia System, ViFi Adapter, ICMedia Applications, and ICNet/ICPro services) provides cost-effective, out-of-the-box functionality that help companies increase Brand awareness, enhance customer experience, and streamline communication through POP, Web and WAP to and from a variety of devices such as flat panel displays, cameras, cell phones, etc. By supplying I.C.G.’s complete, turn-key business solutions to advertisers, retailers, venue operators and more; each are provided the affordability, scalability, and mobility required to stay ahead in today’s ever-changing marketplace. Type M2M Device Integrator (Partner Solution) Solution Name Digital Signage in a Box Solution Model MobileMedia System and ViFi Adapter Solution Provider/Partner Internet Connectivity Group, Inc.

Intel Embedded Digital signs with Intel vPro technology inside deliver rich multimedia content while enabling remote management, advanced security, energy savings, and lower TCO. Intel Core processors with AVA enable digital signs to measure marketing ROI by capturing audience data and deploy targeted ads based on demographics (age and gender). AVA can: ♦ Track how many viewers and how long they viewed ♦ Gauge audience interest ♦ Correlate advertising to purchases

Fleet & Telematics Many leading companies look to Sprint for superior fleet-tracking and telematics solutions because we’re the nation's number one provider of GPS solutions with more than 10 years of experience and an extensive base of B2B clients. We’re continually evolving the industry by bringing you the first wireless network from a national carrier and partnering to launch the world's latest SMART Cars and Trucks, with technology that puts unrivaled connectivity in the cab. We can connect WSCA members to an extensive array of best-in-class OEM embedded-hardware vendors. And with 3G embedded-module costs lining up with GSM module pricing, the number of fleet management devices and solutions will be ramping up even more.

Sprint solutions offer a superior way to remotely locate, navigate and track the location of vehicles almost anytime, virtually anywhere. We can improve overall fleet management and customer service and can provide latest in remote technology to help you monitor vehicle performance, maintain vehicle health, minimize out-of-service-time and improve driver safety.

Solution Solution DescriptionXATA

XATANET is a driver-centric software solution that helps companies optimize their large truck-fleet operations. XATANET's software-as-a-service (SaaS) applications assist our customers in making the right calls on cost reduction, streamlining safety and compliance, while differentiating their fleet operations. By leveraging commercially-available products, including a wide variety of in-cab and handheld displays and devices, XATANET responds to the ever-changing needs of our trucking customers and the industry. XATANET enables a complete end-to-end information truck-fleet operations system by integrating with the industry-leading logistics providers to run an efficient and successful trucking operation in today’s competitive and tough economic environment. With XATA’s fleet performance management tools, our customers are can monitor


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and manage their entire fleet operations, allowing them to track key performance indicators (KPIs) and spot trends before they have a negative impact on operations. Capabilities include: -- Electronic driver logs for DOT HOS reporting -- State fuel tax reporting -- Asset tracking -- In-cab messaging -- Truck navigation -- Speed management -- Refrigerated trailer management -- Route optimization -- Exception reporting on operational events outside user-defined limits -- Delivery status and OS&D reporting -- Time and distance between stops -- Idle time reporting -- Pre- and post-trip reporting Type Partner Solution Application Solution Name XATANET Solution Provider/Partner XATA Corporation

DriveCam

DriveCam dramatically reduces fuel expenses and claims costs – while saving lives – by improving the way people drive. By combining sight and sound, expert analysis and driver coaching, DriveCam has reduced vehicle damages, workers' compensation and personal injury costs by more than 50 percent and fuel consumption by up to 10% in over 130,000 commercial vehicles. Type M2M Device (Partner Solution) Solution Name DriveCam Solution Provider/Partner DriveCam

Qualcomm

Mobile Computing Platform 200 Series transforms your trucks into mobile operations centers and your fleet into a network of terminals. Working with your drivers is transparent and efficient, like they were across the hall instead of across the country. The result is increased productivity, better customer service, and more loaded miles. In two words: more revenue.

ATM/Point-of-Sale Using today's technology, any merchant can instantaneously process payments virtually anywhere inside and outside the four walls of a storefront - everything from credit cards and debit cards to checks, smart chip cards and electronic benefits transfers (EBTs).

The benefits are obvious: bring the payment process to the customer and you greatly increase efficiency, flexibility and service. However, a key concern among retailers is data security, which is just one of many reasons so many retailers rely on Sprint - with Sprint, WSCA members gain the renowned security of our 3G and 4G networks (where available). Our solutions also give you the ability to drill into detailed analysis on any particular wireless transaction.

Solution Solution Description

Elavon

VeriFone’s Vx 610 wireless terminal delivers reliable, high-speed performance, advanced functionality, extended coverage and exceptional ease of use. Using the Sprint 3G and 4G networks (where available), the Vx 610 allows transactions to be processed just about anywhere, at any time. New points of payment can be set up wherever you like! This is a great advantage for anyone who needs to offer payment in a temporary location or a business that’s on the go. Plus, the Vx 610’s battery-powered, all-in-one design totally eliminates the need for cords and charging bases, giving you more mobility and hassle-free performance than ever before. The Vx 610’s intuitive ATM-style interface and compact ergonomic design provides a familiar experience for users. With all this to offer, it’s no wonder the Vx 610 is known as the “portable powerhouse.”

Remote Monitoring & Control Today, more than ever, it is critical for organizations to have real-time data and control over critical infrastructure and remote assets. Since the early inception of telemetry, Sprint has given professionals


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the power to know exactly how their equipment is performing, from oil wells and waste-water valve controls, to electric utility grid switches and any other type of asset connected to a Remote Terminal Unit (RTU).

With Sprint, not only will WSCA members know if your equipment is functioning as designed, if there is a problem you'll be instantly alerted, thereby improving security, minimizing downtime and mitigating risk. And with today's advanced solutions, you have more power than ever to monitor commodities in real time and adjust pricing or supply accordingly.

Sprint has industry-leading solutions for SCADA, building automation, remote diagnostics and asset management. And our relationship with Clearwire means that we can provide an open, M2M IEEE standard that allows developers to create low-cost, high-speed 3G/4G applications with a substantial shelf life.

Solution Solution DescriptionEncore Networks Encore Networks addresses today’s cellular data networking requirements and

challenges with the BANDIT line of environmentally hardened (rugged) routers. The BANDIT includes the features required for secure business applications like firewall, VPN encryption, and DHCP server capabilities and provides fully featured routing which supports VoIP, Internet and Intranet access for remote and mobile offices. For cellular data networking, the BANDIT™ integrates a hardened modem which can withstand a wide range of temperatures found in many M2M applications such as utility service providers (electric, gas and water), Smart Grid, automated meter reading (AMR), construction sites, industrial environments, lottery terminals, ATM machines and point-of-sale locations. The BANDIT offers legacy M2M protocol conversion such as DNP, Conitel, PGE and CDC. By converting legacy protocols locally for encrypted IP transport, the data packet is more efficient and can carry more data in the packet payload which greatly reduces the effect of network latency. Encore’s central site solution, the VSR 1200, supports multiple host sites for redundancy which further reduces latency and increases network reliability. Solution Provider/Partner Feeney Wireless

Sixnet Sixnet's rugged Ethernet switches, automation devices, gateways and routers combine enterprise-class performance with rugged reliability to provide a "best of both worlds" solution for harsh, outdoor and remote industrial applications

SmartGrid America is on a mission to transform the way we manage energy consumption - and Sprint is helping to lead the way. Thanks in part to the American Recovery and Reinvestment Act, our nation is saying goodbye to inefficient utility control systems plagued by slow reaction speeds, incompatibility and isolation. Instead, we're working to implement SmartGrid and automated-meter applications for electric, water and natural gas utilities using both our Nextel National Network and Nationwide Sprint Network.

Thanks to Sprint, SmartGrid solutions and smart meters, a real-time, automated, meter-reading infrastructure (AMI) is being rolled out across the country. This means consumers and utilities will have unprecedented visibility into their power consumption. Utilities will be able to better predict and meet demand using the most cost-efficient power, and there will be greater flexibility in deploying renewable power into the grid.

Sprint has a legacy of working with utilities and technology developers in an open ecosystem. And in the effort to connect and revolutionize our nation's energy management, Sprint, along with Clearwire, is bringing 4G to America - a global standard for the Institute of Electrical and Electronics Engineers.


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Solution Solution DescriptionSilver Springs

Networks Gathering real-time data from intelligent endpoints provides the brainpower that drives the smart grid. Silver Spring outfits a variety of intelligent endpoints with its Communications Module to gather and relay this information. The Silver Spring Communications Modules support two connections – one into the utility’s smart grid network and one into the consumer’s home area network. Silver Spring has partnered with a variety of vendors to deploy Communications Module within their electricity meters to enable advanced metering. We’ve also designed our Communications Module into our Gas IMU vendors, delivering an extremely power-efficient, battery-based product for long field life. Distribution Automation (DA) devices, such as switches and reclosers, require instantaneous communications to quickly isolate and route around power failures. The Silver Spring Bridge family installs within those devices to provide the utility with real-time communications about the status of the distribution network.

Mobile Learning Solutions The adoption of online learning and virtual schools is steadily increasing to meet the changing demand for education. With the help of mobile and other digital technologies, educators can limit geographical barriers to learning and enhance classroom instruction. However, implementing an online learning program requires an infrastructure that is flexible, easy to maintain, and capable of accommodating future technical changes.

Sprint Mobile Learning technology enables K-12 teachers and students to address these challenges:

♦ Enable mobile productivity – Allows students to check grades, course updates, write speech presentations, design graphic models or work with statistics.

♦ Encourage collaboration – Provides a forum for teachers and students to communicate or for students to share documents with classmates.

♦ Enhance the learning experience – Gives students and teachers interactive and innovative tools to dive deeper into curriculum and subject matter.

Whether you are developing or expanding your e-Learning program, Sprint can help. Sprint teams up with cutting-edge industry partners to provide mobile learning applications to the K-12 community.

K-12 Mobile Learning Partners Sprint teams up with three key industry-leading partners to provide mobile learning tools and applications to the K-12 community:

♦ BlackBoard Mobile Learn – A product that allows students and teachers to access teaching and learning wherever and whenever they want through two-way interactions on BlackBerry and Sprint Android devices.

♦ Project K-Nect – A pilot project using HTC Touch Pro and HTC Touch Pro2 applications to allow students to share content, complete assignments, collaborate with teachers and students outside the classroom, take quizzes and improve language skills.

♦ Go Know – Interactive and engaging applications allowing teachers to create coordinated, curriculum-based learning opportunities and students to read e-books, exchange and share documents and take photographs of research projects.

Sprint’s Mobile Learning solutions allow WSCA members to launch new education technology programs. Our Mobile Learning solutions enable student access to learning materials in the classroom, at home or on the go. With E-Learning, schools extend learning time and increase student engagement.


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A Mobile Learning solution from Sprint includes best-in-class networking, conferencing, computing, and storage services, as well as mobile learning powered by the nation’s fastest mobile broadband network. Sprint Mobile Learning solutions enable you to deliver:

♦ Rich multimedia & interactive content ♦ Inter-classroom collaboration online ♦ Web-based tutoring on demand ♦ 24/7 accessibility to student information systems

Sprint offers Mobile Learning solutions to enable large-scale netbook, tablet and smartphone deployments for mobile learning programs. In particular, Sprint offers security solutions to assist with the Children’s Internet Protection Act (CIPA) compliance, large-scale deployment processes that allow a school district to implement and track thousands of devices across a school district or campus, custom device configurations, free nationwide Wi-Fi access and the nation’s fastest 3G and 4G networks.

Sprint E-Learning solutions include:

Fastest Hardware/Fastest Network

Our Netbooks support the fastest 3G and 4G networks – providing the best experience even on bandwidth intensive applications like video, web conferencing, and large file transfer.

Content Filtering to Protect Your Users

Sprint offers web security applications that enforce acceptable use policies, ensuring a safe mobile experience and auditable compliance. These web security applications can help with CIPA compliance.

Wireless Virtual Private Network

With Sprint Data Link, WSCA members can establish standards-based connectivity between your Wide Area Network (WAN) and the Sprint wireless network so your netbooks appear as one remote location on your WAN.

Hardware to Meet Your Needs Sprint works with the best names in computing on our embedded solutions portfolio. We have the largest device selection from leading manufacturers including custom options that run on the nation’s fastest and largest 3G network and 4G networks.

Benefits Integrating a mobile learning platform into a K-12 community presents benefits to both teachers and students:

♦ Encourages one-to-one learning – Keeps students engaged and working at their own pace, while allowing teachers to assist students on a one-to-one basis.

♦ Improves student performance – Studies have concluded that students learn best with tools, technologies and applications that fit their daily lifestyles.

♦ Lowers the technology gap – Allows students without home Internet access to familiarize and become comfortable with daily use of technology.

♦ Increases security – Secure mobile devices ensure there are no distractions, misuse or safety issues, so students can better concentrate on exploring, enhancing and engaging in educational experiences around them

♦ Decreases costs and budgets - Affordable implementation and less reliance on paper-based books or materials lowers material cost over time

Blackboard Mobile Learn Overview Sprint and Blackboard Inc., a global leader in education technology, have teamed up to launch Blackboard Mobile Learn, a learning


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management system that enables students and faculty to teach and learn on select Sprint smartphones whenever and wherever they want on the Sprint 3G and 4G8 networks at no extra costs to WSCA members. Through this partnership, Sprint and Blackboard are making it easy for you to get started fast, without having to worry about startup costs that might otherwise delay progress in this important area of mass online communication.

Sprint has long been committed to enhancing the learning environment for higher education institutions across the nation by providing students with innovative mobile applications that enable instant communication, enhance student safety on or off campus and offer continuous communications amongst faculty, staff and students. By teaming with Blackboard and launching this application, Sprint and the Blackboard Mobile Learn platform can be your foundation for engaging and assessing today’s learners in and beyond the classroom.

Sprint - Leader in Higher Education Solutions

Because of its open architecture, Blackboard Mobile Learn easily integrates with existing WSCA members systems and gives you the flexibility and freedom to shape and extend the platform to meet your unique needs. WSCA members can select platform features that either allow students to download applications of their choosing or features that enable limited access to sensitive information and ensure each student receives information from only the courses in which he or she is registered.

With Blackboard Mobile Learn, Release 9.1 WSCA members can:

♦ Foster Student Engagement. New social learning and teaching tools transform WSCA members classrooms into communities where students remain connected to their educational experience 24 hours a day.

♦ Support Educational Efficiency. Instructional productivity tools give WSCA members’ faculty the freedom to spend less time on administrative details and more time on student success, achievement and retention.

♦ Deliver Open and Extensible Learning. Free access to partner technologies ♦ Connect Student Instruction with Institutional Improvement. Align WSCA members’

course objectives and learning goals to your program and institutional goals.

8 Where available


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Installing Mobile Building Block WSCA members can prepare for Blackboard Mobile Learning by installing the free Blackboard Mobile Web Services Building Block. This software enables your Blackboard Mobile Learn deployment to power the native Blackboard Mobile Learn applications on the most popular Sprint mobile platforms, available now with Windows Mobile, BlackBerry and Android --all at no cost to WSCA members. Software support is available via phone or e-mail.

Device Compatibility Blackboard Mobile Learn is compatible with the following Sprint devices:

♦ BB Curve 8530, BB Pearl, BB Tour 9630, BB 8350i ♦ HTC Hero ♦ Samsung Moment ♦ HTC EVO 4G ♦ Overdrive 3G/4G Mobile Hotspot by Sierra

Sprint Biz App Marketplace In 2011, Sprint will be launching the Sprint Biz App Marketplace, an on online portal where customers can easily purchase and add solutions from a variety of 3rd party solution providers. The Sprint Biz App Marketplace will also simplify the onboarding of these 3rd party applications, allowing this expanded set of solutions to be on the Sprint bill. The solutions are selected by Sprint and the provider must meet a standard set of customer support requirements.


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Appendix I Contractor’s Additional Terms Due to the fact that the RFP did not include many terms and conditions deemed material by Sprint in providing its equipment and services, Sprint respectfully requests that the following additional terms and conditions (“Contractor’s Additional Terms”), which are expressly incorporated into and form a part of Sprint’s offer, be incorporated into any resulting contract between Sprint and the Lead State. Sprint respectfully requests the Lead State’s consideration of the following Additional Terms and Conditions, which represent Sprint’s collective experience in government contracting as well as the commercially reasonable expectations Sprint has for all its customer relationships.

CONTRACTOR’S ADDITONAL TERMS

1. GENERAL.

1.1 For the purposes of this Attachment CC and any Product and Service Annexes incorporated into the Contract pursuant to Section 1.3 below or Attachment DD to the Contract, “Sprint” means Sprint Solutions, Inc., as contracting agent for the affiliated Sprint and Nextel entities providing the Products and Services ("Sprint"), and “Customer” means the applicable Participating Entity which is a Buyer under an Order.

1.2 Eligibility. The terms and conditions of this Agreement have been customized for federal, state, and local government entities and agencies. Sprint defines “government entities and agencies” as those entities that receive their primary funding support through the allocation of appropriated public funds and are entitled to exercise sovereign rights and privileges. Sprint recognizes that under certain circumstances, non-governmental entities may be permitted to purchase Products and Services under this Agreement. For non-governmental entities, Sprint may limit the applicability of any contractual provisions specifically based on governmental rights and privileges.

1.3 Rates and Conditions Website. Customer’s use of Sprint Products or Services is also governed by the applicable Product and Service annexes attached to this Agreement and posted at http://www.sprint.com/ratesandconditions.

1.4 Resale. Customer acknowledges and agrees that this is a retail purchase agreement for use only by Customer and its other Sprint-authorized end users as set forth in this Agreement. Customer may not resell or lease wireless Products and Services under this Agreement. Notwithstanding the foregoing, Customer may participate in the Sprint Wireless Recycling Program.

2. ORDERS AND CHARGES.

2.1 Orders.

A. Rates. During the Term, Customer will pay Sprint the rates and charges for Products or Services as set forth in this Agreement.

B. Issuance and Acceptance. Only persons authorized by Customer will issue Orders under the Agreement. Sprint may accept an Order by (1) signing and returning a copy of the Order to Customer; (2) delivering any of the Products or Services ordered; (3) informing Customer of the commencement of performance; or (4) returning an acknowledgment of the Order to Customer.

C. Cancellation or Rejection. Customer may cancel an Order at any time before Sprint ships the Order or begins performance, but Customer must pay any actual costs incurred by Sprint due to Customer’s cancellation. Sprint may reject or cancel an Order for any reason, including Customer’s negative payment history with Sprint, failure to meet Sprint’s ongoing credit approval, or limited availability of the Product or Service ordered. Sprint will notify Customer of rejected or canceled Orders.

D. Customer Purchase Orders. Customer purchase orders are binding only upon acceptance in writing by Sprint. The terms and conditions in any Customer-issued purchase order accepted by Sprint will have no force or effect other than to denote quantity, the Products or Services purchased, delivery destinations, requested delivery dates and any other information required by this Agreement.


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3. BILLING AND PAYMENT.

3.1 Invoicing.

A. Commencement of Invoicing. Sprint may begin invoicing Customer in full for non-recurring and recurring charges on the date the Products or Services are installed or delivered and made available.

B. Delays. If Sprint cannot install or make available the Product or Service by the delivery date specified in the Order due to a Customer-caused delay, Sprint may bill Customer as of the delivery date specified in the Order, or if no date is specified, any time 30 days or more after the Order Effective Date.

C. Timing. In general, for recurring Services, Sprint bills fixed recurring Service charges in advance and usage-based charges in arrears.

3.2 Payment Terms. Sprint will invoice Customer, and Customer will pay Sprint, in United States dollars (USD), unless otherwise mutually agreed in writing by the parties. Payment terms are net 30 days from the date of invoice receipt. Invoices are deemed to have been received within 5 days of the invoice date. If Customer fails to make payment within 15 days of receiving Sprint’s written notice of nonpayment, Sprint reserves the right to charge a late fee (up to the maximum allowed by law) or take other action to compel payment of past due amounts, including suspension or termination of Service, unless prohibited by applicable law. Customer may not offset credits owed to Customer on one account against payments due on the same or another account without Sprint’s written consent. Sprint’s acceptance of late or partial payments is not a waiver of its right to collect the full amount due. Customer’s payment obligations include late charges and third party collection costs incurred by Sprint, including but not limited to reasonable attorneys’ fees, if Customer fails to cure its breach of these payment terms. If Customer elects to participate in the Preferred Pay Program, Customer will remit payment using cash, check, or electronic funds transfer.

3.3 Disputed Charges. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer (A) makes timely payment of all undisputed charges; and (B) within 30 days of the due date, provides Sprint with a written explanation of Customer’s reasons for disputing the charge. Customer must cooperate with Sprint to resolve promptly any disputed charge. If Sprint determines, in good faith, that the disputed charge is valid, Sprint will notify Customer and, within 5 business days of receiving notice, Customer must pay the charge or invoke the dispute resolution process in this Agreement. If Sprint determines in good faith, that the disputed charge is invalid, Sprint will credit Customer for the invalid charge.

3.4 Repayment of Credits or Waived Charges. If, before the end of the Term, Sprint terminates an Order, a Service or the Agreement due to Customer’s material breach, or Customer terminates a Service or the Agreement (unless due to Sprint’s material breach), Customer will repay Sprint a pro rata portion of any credits issued or charges waived, based upon the number of months remaining in the Term at the time of termination.

4. CREDIT APPROVAL FOR NON-GOVERNMENTAL ENTITIES. Sprint’s provision of Products and Services to non-governmental entities is subject to Sprint credit approval. If a non-governmental entity’s financial circumstances or payment history becomes reasonably unacceptable to Sprint during the Term, Sprint may require adequate assurance of future payment as a condition of continuing Service. Sprint may provide Customer’s payment history or other billing/charge information to any credit reporting agency or industry clearinghouse.

5. WARRANTIES. EXCEPT AS, AND ONLY TO THE EXTENT, EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE APPLICABLE SERVICE LEVEL AGREEMENT, PRODUCTS AND SERVICES ARE PROVIDED “AS IS.” SPRINT DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND IN PARTICULAR DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES RELATED TO EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE.

6. EQUIPMENT AND SOFTWARE.

6.1 Third Party Equipment or Software. Customer is responsible for any items not provided by Sprint (including but not limited to equipment or software) that impair Product or Service quality. Upon notice from Sprint of an impairment, Customer will promptly cure the problem. Customer will continue to pay Sprint for Products and Services during such impairment or related suspension. If the impairment interferes with the use of the Sprint’s network by Sprint or third parties, Sprint, in its reasonable discretion, may suspend or disconnect the affected Products and Services without advance notice to Customer, although Sprint will provide advance notice where practical. At


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Customer’s request, Sprint will troubleshoot the impairment at Sprint’s then-current time and materials rates. Sprint is not liable if a commercially reasonable change in Products or Services causes equipment or software not provided by Sprint to become obsolete, require alteration, or perform at lower levels.

6.2 Products. Sprint does not manufacture Products and, except as provided in this Agreement, is not responsible for the acts or omissions of the original equipment manufacturer.

6.3 Software License.

A. Licensing Requirements. Where software is provided with a Product or Service, Customer is granted a non-exclusive and non-transferable license or sublicense to use the software, including any related documentation, solely to enable Customer to use the Products and Services in accordance with the applicable licensing requirements. Software licensing terms and conditions of Sprint’s software vendors are provided by Sprint or posted at www.sprint.com/ratesandconditions or otherwise provided to Customer through click or shrinkwrap agreements. Sprint may suspend, block or terminate Customer’s use of any software if Customer fails to comply with any applicable licensing requirement.

B. Prohibitions. Customer is not granted any right to use any software on behalf of third parties or for time share or service bureau activities. No rights are granted to source code and Customer may not reverse engineer, decompile, modify, or enhance any software. Subject to the terms and conditions in the licensing requirements subsection above, Sprint or its suppliers retain title and property rights to Sprint-provided software. Upon termination or expiration of this Agreement or the applicable Service, any applicable software license will terminate and Customer will surrender and immediately return the Sprint-provided software to Sprint; provided that Customer is not required to return the software embedded in Products sold to Customer under this Agreement.

6.4 Title to Equipment. Sprint or its suppliers retain title and property rights to Sprint-provided equipment (excluding equipment sold to Customer under this Agreement). Upon termination or expiration of the Agreement or the applicable Service, Customer will surrender and immediately return the Sprint-provided software to Sprint; provided that Customer is not required to return the software embedded in Products sold to Customer under this Agreement.

7. USE OF NAME, SERVICE MARKS, TRADEMARKS. Neither party will use the name, service marks, trademarks, or carrier identification code of the other party or any of its Affiliates for any purpose without the other party’s prior written consent. Notwithstanding the foregoing and subject to Customer's written consent with respect to each use, Sprint may use the Customer's name and contact information as a customer reference and may illustrate in a press release, advertising or written or video testimonial the applications and corresponding business benefit of the solution delivered by Sprint.

8. CUSTOMER RESPONSIBILITIES.

8.1 Installation. For Products or Services requiring on-site installations, Customer will reasonably cooperate with Sprint or Sprint’s agents to enable Sprint or its agents to install the Products or Services. Customer is responsible for damage to Sprint-owned Products and Services located on Customer premises, excluding reasonable wear and tear or damage caused by Sprint.

8.2 Use of Products and Services

A. Acceptable Use Policy. If Customer purchases Products or Services, Customer must conform to the acceptable use policy posted at http://www.sprint.com/legal/agreement.html, as reasonably amended from time to time by Sprint.

B. Abuse and Fraud. Customer will not use Products or Services: (1) for fraudulent, unlawful or destructive purposes, including, but not limited to, unauthorized or attempted unauthorized access to, or alteration, abuse, or destruction of information; or (2) in any manner that causes interference with Sprint’s or another’s use of the Sprint network. Customer will cooperate promptly with Sprint to prevent third parties from gaining unauthorized access to the Products and Services via Customer’s facilities.

C. Permits, Licenses and Consents. Customer will obtain, all required permits, licenses, or consents that Customer is required to obtain to enable Sprint to provide (e.g., landlord permissions, tax exemption certificates, software licenses, or local construction licenses) the


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Products and Services. This provision does not include permits, licenses, or consents related to Sprint’s general qualification to conduct business.

9. PRIVACY, CONFIDENTIAL INFORMATION AND DISCLOSURE.

9.1 Nondisclosure. Neither party will disclose the other party’s Confidential Information to any third party except as expressly permitted in this Agreement. This obligation will continue until 2 years after this Agreement expires or terminates. The Recipient may disclose Confidential Information to its Affiliates, agents and consultants with a need to know, if they are not competitors of Discloser and are subject to a confidentiality agreement at least as protective of the Discloser’s rights as this provision. In addition, either party may disclose this Agreement to an entity that is an Affiliate of Customer on the Order Effective Date, provided that the Affiliate has signed a non-disclosure agreement reasonably acceptable to Sprint and Customer. The parties will use Confidential Information only for the purpose of performing under this Agreement or for the provision of other Sprint services. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (A) is in the possession of the Recipient at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (B) is or becomes publicly known, through no wrongful act or omission of the Recipient; (C) is received without restriction from a third party free to disclose it without obligation to the Discloser; (D) is developed independently by the Recipient without reference to the Confidential Information; (E) is required to be disclosed by law, regulation, or court or governmental order (subject to FOIA section of this Agreement); or (F) is disclosed with the prior written consent of the Discloser.

9.2 Injunction. The parties acknowledge that Recipient’s unauthorized disclosure or use of Confidential Information may result in irreparable harm. If there is a breach or threatened breach of this Agreement, the Discloser may seek a temporary restraining order and injunction to protect its Confidential Information. This provision does not limit any other remedies available to either party. The party who has breached or threatened to breach its nondisclosure obligations under this Agreement will not raise the defense of any adequate remedy at law.

9.3 Customer Proprietary Network Information. As Sprint provides Products and Services to Customer, Sprint develops information about the quantity, technical configuration, type and destination of Products and Services Customer uses, and other information found on Customer’s bill (“Customer Proprietary Network Information” or “CPNI”). Under federal law, Customer has a right, and Sprint has a duty, to protect the confidentiality of CPNI. For example, Sprint implements safeguards that are designed to protect Customer’s CPNI, including using authentication procedures when Customer contacts Sprint. For some business accounts with a dedicated Sprint representative, Sprint may replace standard authentication measures with a pre-established point of contact for Customer.

9.4 Privacy. Sprint’s privacy policy, as amended from time to time, is available at www.sprint.com/legal/privacy.html. The privacy policy includes information about Sprint’s customer information practices and applies to the provisioning of the Products and Services.

9.5 FOIA. Sprint acknowledges that the Agreement and the Confidential Information may be subject to disclosure in whole or in part under applicable Freedom of Information, Open Records, or Sunshine laws and regulations (collectively “FOIA”). Customer will provide Sprint with prompt notice of any FOIA requests or intended disclosures, citations to or copies of applicable FOIA for review, and an appropriate opportunity to seek protection of Sprint Confidential Information.

10. LIMITATIONS OF LIABILITY.

10.1 Unauthorized Access / Hacking. Sprint is not responsible for unauthorized third party access to, or alteration, theft, or destruction of, Customer’s data, programs or other information through accident, wrongful means or any other cause while such information is stored on or transmitted across Sprint network transmission facilities or Customer premise equipment.

10.2 Content. Sprint is not responsible or liable for the content of any information transmitted, accessed or received by Customer through Sprint’s provision of the Products and Services, excluding content originating from Sprint.

10.3 Sprint Disclaimers. Sprint is not responsible for any loss, liability, damage, or expense, including attorney’s fees, resulting from any third party claims alleged to arise in any way from :


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A. Coverage and wireless Service quality problems caused by atmospheric, geographic or topographic conditions or other conditions beyond Sprint’s control including the failure of other service providers;

B. Interruption and unavailability of wireless Services due to coverage, capacity, Product failure or other limitations that may occur in the transmission or attempted transmission of wireless Services;

C. Outages or wireless Service disruptions occurring as a result of a public safety emergency;

D. The content of any information transmitted by, accessed, or received through, Sprint’s provision of the Products and Services to Customer, including, but not limited to, claims: (A) for libel, slander, invasion of privacy, infringement of copyright, and invasion or alteration of private records or data; (B) for infringement of patents arising from the use of equipment, hardware or software not provided by Sprint; or (C) based on transmission and uploading of information that contains viruses, worms, or other destructive media or other unlawful content;

E. Customer’s breach of the licensing requirements in the Software License section;

F. Customer’s failure to comply with any provision of the Use of Products and Services section; or

G. Sprint’s failure to pay any tax based on Customer’s claim of a legitimate exemption under applicable law.

11. INDEMNIFICATION (ELIGIBLE NON-PROFIT ENTITIES). As between Sprint and any Eligible Non-Profit Entities only, the indemnification clauses in the Contract between the parties shall not be applicable, and the following indemnification provisions shall control:

11.1 Mutual Indemnification for Personal Injury, Death or Damage to Personal Property. Each party will indemnify and defend the other party, its directors, officers, employees, agents and their successors against all third party claims for damages, losses, liabilities or expenses, including reasonable attorneys’ fees, arising directly from the performance of this Agreement and relating to personal injury, death, or damage to tangible personal property that is alleged to have resulted, in whole or in part, from the negligence or willful misconduct of the indemnifying party or its subcontractors, directors, officers, employees or authorized agents.

11.2 Customer Indemnification. Customer will indemnify and defend Sprint, Sprint’s directors, officers, employees, agents and their successors, against all third party claims for damages, losses, liabilities or expenses, including reasonable attorneys’ fees, arising out of:

A. Customer’s failure to obtain permits, licenses, or consents that Customer is required to obtain to

enable Sprint to provide the Products or Services (e.g., landlord permissions or local construction licenses). This provision does not include permits, licenses, or consents related to Sprint’s general qualification to conduct business;

B. Customer’s transmission of, or transmissions by those authorized by Customer to use the

Services of, information, data or messages over the Sprint network, including, but not limited to, claims: (A) for libel, slander, invasion of privacy, infringement of copyright, and invasion or alteration of private records or data; (B) for infringement of patents arising from the use of equipment, hardware or software not provided by Sprint; or (C) based on transmission and uploading of information that contains viruses, worms, or other destructive media or other unlawful content;

C. Customer’s breach of the licensing requirements in the Software License section;

D. Customer’s failure to comply with any provision of the Use of Products and Services section; or

E. Sprint’s failure to pay any tax based on Customer’s claim of a legitimate exemption under

applicable law.

11.3 Sprint Indemnification. Sprint will indemnify and defend Customer, Customer’s directors, officers, employees, agents and their successors against third party claims enforceable in the United States alleging that Services as provided infringe any third party United States patent or copyright or contain misappropriated third party trade secrets. Sprint’s obligations under this section will not apply to the extent that the infringement or violation is caused by (i) functional or other specifications that were provided or requested by Customer, or (ii) Customer’s continued use of infringing Services


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after Sprint provides reasonable notice to Customer of the infringement. For any third party claim that Sprint receives, or to minimize the potential for a claim, Sprint may, at its option and expense, either:

A. procure the right for Customer to continue using the Services; B. replace or modify the Services with comparable Services; or C. terminate the Services.

11.4 Rights of Indemnified Party. To be indemnified, the party seeking indemnification must (i) give the

other party timely written notice of the claim (unless the other party already has notice of the claim), (ii) give the indemnifying party full and complete authority, information and assistance for the claim’s defense and settlement, and (iii) not, by any act, admission or acknowledgement, materially prejudice the indemnifying party’s ability to satisfactorily defend or settle the claim. The indemnifying party will retain the right, at its option, to settle or defend the claim, at its own expense and with its own counsel. The indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim’s settlement or defense.

11.5 Exclusive Remedies. The provisions of this Indemnification section state the entire liability and

obligations of the indemnifying party and any of its Affiliates or licensors, and the exclusive remedy of the indemnified party, with respect to any of the claims identified in this section.

12. .TERMINATION OF INDIVIDUAL PARTICIPATING ENTITIES.

12.1 Participating Entities. Sprint may suspend or terminate the right to purchase and use Products or Services or this Agreement immediately as to a Participating Entity if Participating Entity fails to cure any material breach of this Agreement within 30 days after receiving Sprint’s written notice of such breach; or if Participating Entity fails to comply with applicable law or regulation and Participating Entity noncompliance prevents Sprint’s performance under the Agreement. Participating Entity material failure does not include a failure caused by Sprint or a failure identified in the “Force Majeure” section.

12.2 Effects of Termination of Participating Entity.

A. Service Charges. Participating Entity remains obligated to pay all Service charges incurred up to the effective date of termination for each terminated Customer Liable Active Unit of the applicable Participating Entity, whether or not invoiced by the termination date. .

B. Repayment of Credits. If, before the end of the Term, 1) Sprint terminates an Order due to Participating Entity’s material breach or 2) a Participating Entity terminates an Order for its convenience, Participating Entity will repay Sprint a pro rata portion of all credits issued, installation charges or initialization fees waived, and other amounts to recoup Sprint’s up-front expenses in providing Products and Services that had been amortized over the entire Order Term, based upon the number of months remaining in the Order Term at the time of termination. This provision does not apply to service level credits issued for Service outages.

C. Individual Liable. Individual Liable Active Units are subject to the order term requirements and other obligations in the separate subscriber agreement between Sprint and the Employee.

12.3 Effects of Termination.

A. Individual Liable. Individual Liable Active Units are subject to the order term requirements and other obligations in the separate subscriber agreement between Sprint and the Employee.

13. DISCOUNT PROGRAM.

13.1 Effective Date of Discounts. For new “Active Units” (defined as an active piece of wireless Product that Customer enrolls in a Business Plan under the Agreement), the Service Pricing Discounts apply as of the Order Commencement Date. For CL Account Active Units activated prior to the Order Commencement Date under pre-existing agreement(s) between Sprint and Customer, Sprint will apply the discounts below no later than 60 days after the Order Commencement Date. IL Account Active Units activated prior to the Order Commencement Date are eligible for the discounts below by contacting a Sprint representative and subject to the eligibility requirements herein.


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14. EMPLOYEE DISCOUNT PROGRAM.

14.1 Eligible Employees. Subject to and conditioned upon (1) the Employee signing Sprint’s consumer subscriber agreement; (2) the Employee providing to Sprint satisfactory evidence of employment with Customer; and (3) the Employee complying with Sprint’s current terms regarding discounts, new and existing Customer Employee (or Individual-Liable) Active Units may receive the IL Discount for eligible service charges and plans. Customer and Sprint will agree on methods for employment verification. Upon termination of this Agreement for any reason, or upon the Employee’s termination of employment with Customer, Sprint may cease applying the IL Discount. Except for the IL Discount and the conditions set forth, IL Account Active Units are governed exclusively by the terms and conditions in the consumer subscriber agreement.

14.2 Communications. Sprint and Customer’s employee benefits group will develop and agree to a communications plan to present discounts and to sell to Employees within 60 days of the Order Effective Date. Communications may include new hire materials, benefits enrollment materials, e-mail, payroll stuffers, newsletters, or Internet and intranet links, chair drops, or other mutually agreed to methods.

15. ELECTRONIC BILLING PRODUCTS

15.1 Except for the Consolidated Invoice product, the following electronic billing products provide CL Account Active Unit call detail record information:

ELECTRONIC BILLING PRODUCTS Invoice Data Summary Data

Minimum CL Account

Active Units eBilling & Analysis 3 months 12 months 50

Data Direct 1 month Not available 100 Electronic Data Interchange (EDI) 1 month Not available 100

Smart CD+ 1 month Not available 100 Consolidated Invoice 1 month Not available 100

A. For Data Direct, Electronic Data Interchange, Smart CD+, and Consolidated Invoice, data is provided for current billing cycles. Archived data is available for as long as the account numbers are enrolled in the electronic billing product.

15.2 Customer may choose any combination of electronic billing products. Sprint reserves the right, upon 60 days’ prior written notice, to migrate Customer to an updated or successor version of the selected electronic billing product if available or to an entirely new electronic billing product.

15.3 There are no charges associated with the electronic billing products listed above.

15.4 Customer must comply with the Electronic Invoice Reporting and Analytics Product Annex, which is incorporated into this Agreement as posted to the Rates and Conditions Website as of the date Customer signs the Agreement.

16. ADDITIONAL BUSINESS PLANS AND SPECIAL OFFERS

16.1 Additional Business Plans. If Customer is eligible for and selects a Business Plan that is not specified in the Agreement, Customer’s Service Pricing Discounts set forth above will apply to the Business Plan unless otherwise stated in the Business Plan, and the terms and conditions of the Business Plan will apply in addition to, and control over, any conflicting terms or conditions in the Agreement.

16.2 Business Plans and Features. Certain wireless Products require specific Business Plans for operation on the Sprint Networks or the Sprint 4G Network. Certain Business Plans, features and equipment discounts may not be available on all wireless devices. More information is available by contacting Customer’s Sprint Account Representative.

16.3 Promotions. Sprint promotional discounts may not be available with certain Business Plans, as indicated in the promotional offer. If Customer purchases a promotional wireless Product or Service, the promotional terms will control over any conflicting terms in the Agreement for that wireless Product or Service until the promotion expires or Customer selects a different Business Plan for the CL Account Active Unit enrolled in the promotion.


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16.4 Trial Offers. If Customer receives a wireless Service or Service option for a limited trial period at a reduced cost, upon expiration of the trial period, Customer will continue to receive the wireless Service or Service option at full price. If Customer wishes to avoid being billed in full for the promotional wireless Service or Service option, Customer must contact Sprint before the end of the trial period to discontinue the wireless Service or Service option.

17. ADDITIONAL TERMS. Customer must comply with the Wireless Services Product Annex, which is incorporated into this Agreement as posted to the Rates and Conditions Website as of the date Customer signs this Agreement.

18. SHIPPING FEES. Sprint will waive Ground or 2-Day shipping fees for CL Account Active Units. Additional charges may apply for overnight shipping.

19. ACTIVATION FEES. Sprint will waive the nonrefundable activation fee of $36 that applies to each CL

Account billing account that is created during the Term. Additionally, Sprint will waive the nonrefundable activation fee of $36 that applies to each IL Account billing account that is created during the Term.

20. THIRD PARTY AGENTS. Unless expressly stated otherwise, the pricing terms in this Attachment, including its sub-attachments, may not be available if an indirect sales agent is involved in the transaction.

21. SPRINT SERVICE PROVIDER AFFILIATE MARKET LIMITATIONS. Some portions of the Nationwide Sprint Network are owned and operated by Sprint Service Provider Affiliates under management agreements with Sprint. Certain Business Plans, add-ons and Products are not available or are modified in Sprint Service Provider Affiliate Markets. Notwithstanding anything to the contrary in this Attachment, Sprint reserves the right, with 30 days’ prior written notice, to (i) port any Active Unit activated in a Sprint Service Provider Affiliate Market to the Sprint Service Provider Affiliate or a successor serving that Market; or, if porting is not possible, (ii) terminate Services to such Active Units.

22. DEFINITIONS.

22.1 “Agreement” and “Contract” shall both be deemed to refer to the Master Service Agreement (RFP/Contract #1907) for Services of Independent Contract between Sprint and the Western States Contracting Alliance, acting by and through the State of Nevada.

22.2 “Affiliate” is a legal entity that directly or indirectly controls, is controlled by, or is under common control with the party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or other similar voting rights. For purpose of this Agreement, Clearwire Corporation is not included as an Affiliate of Sprint.

22.3 “Confidential Information” means nonpublic information (A) about Discloser’s business, (B) given to the Recipient in any tangible or intangible form for Recipient’s use in connection with this Agreement, and (C) that Recipient knows or reasonably should know is confidential because of its legends and markings, the circumstances of its disclosure, or the nature of the information. Confidential Information includes but is not limited to: trade secrets; financial information; technical information including research, development, procedures, algorithms, data, designs, and know-how; business information including operations, planning, marketing plans, and products; and the pricing and terms of the Agreement including related discussions, negotiations, and proposals.

22.4 “Customer-Liable” and “CL Account” shall be deemed to refer to the same type of account and shall have the meaning set forth in the Contract and Sprint’s Wireless Services Product Annex.

22.5 “Discloser” means the party disclosing Confidential Information.

22.6 “Domestic” means the 48 contiguous states of the United States and the District of Columbia, unless otherwise defined for a particular Product or Service in the applicable Product specific Terms.

22.7 “Individual-Liable” and “IL Account” shall be deemed to refer to the same type of account and shall have the meaning set forth in the Contract and Sprint’s Wireless Services Product Annex.

22.8 “Network” or “Networks” means the wireless and wireline transmission facilities owned and operated by Sprint or on Sprint’s behalf by third parties under management agreements with Sprint.

22.9 “Order” or “Purchase Order” means a written or electronic order, or purchase order, submitted or confirmed by Customer and accepted by Sprint, which identifies specific Products and Services, and the quantity ordered. Verbal Orders are deemed confirmed upon Customer’s written acknowledgement, or use, of Products or Services.


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22.10 “Order Commencement Date” is the first day of the first bill cycle in which Sprint bills monthly recurring charges or usage charges for an Order.

22.11 “Order Effective Date” is the date an Order is received by (placed with???) Sprint.

22.12 “Order Term” means the term designated for an individual Order.

22.13 “Preferred Pay Program” provides a discount to Sprint customers for remitting payment using cash, check or electronic funds transfer. Customer must contact its assigned Sprint representative for further information, including eligibility requirements.

22.14 “Product(s)” includes equipment, hardware, software, cabling or other materials sold or leased to Customer by or through Sprint as a separate item from, or bundled with, a Service.

22.15 “Product-specific Terms” means to separate descriptions, terms and conditions for certain non-regulated Products and Services.

22.16 “Rates and Conditions Website” means the website found at http://www.sprint.com/ratesandconditions/.

22.17 “Recipient” means the party receiving Confidential Information.

22.18 “Service(s)” means wireline and wireless business communications services, including basic or telecommunications services, information or other enhanced services, and non-regulated professional services provided to Customer by or through Sprint under this Agreement, excluding Products.

22.19 “Sprint Wireless Recycling Program” - provides two options for recycling used wireless devices, including accessories: (1) the Sprint buyback program provides Sprint customers with an account credit for returning to Sprint certain previously sold Sprint or Nextel wireless devices, and (2) the Sprint project connect program accepts any wireless device and uses the net proceeds that result from those devices to fund community-based initiatives such as Sprint’s 4NetSafety Program. The 4NetSafety Program promotes Internet safety for children. For more information on the Sprint Wireless Recycling Program, including wireless devices eligible for the Sprint buyback program, go to Sprint.com/recycle.

23. MISCELLANEOUS.

23.1 Independent Contractor. This Agreement does not create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or Affiliates.

23.2 Technology Information. Sprint, as determined in its sole discretion, may discontinue any Product or Service. Sprint shall provide Customer with at least six (6) months prior notice of its intention to discontinue any such Products or Services.

23.3 Severability. If any provision of this Agreement is found to be unenforceable, this Agreement’s unaffected provisions will remain in effect and the parties will negotiate a mutually acceptable replacement provision consistent with the parties’ original intent.

23.4 URLs and Successor URLs. References to Uniform Resource Locators (URLs) in this Agreement include any successor URLs designated by Sprint.

23.5 Survivability. The terms and conditions of this Agreement regarding confidentiality, indemnification, warranties, nonappropriations, payment and all others that by their sense and context are intended to survive the expiration of the Agreement will survive.