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HomeMy WebLinkAboutContract 37234 � e -MAy 'i 3 ZOOS 2 0 0 8- 0 518 - O tct O CITY SECRETARY �� AT&T MA Reference No. 48192 cat&t CONTRACT NO. AT&T Comprehensive Service Order Attachment for MA IX or X Customer Entity("Customer") AT&T Entity("AT&T") City of Fort Worth AT&T Corp. Customer Address AT&T Address 1000 Throckmorton One AT&T Way Fort Worth,TX Bedminster,New Jersey 07921-0752 76102 Customer Contact AT&T Contact Name:Hugo Carbajal Master Agreement Support Team Title: Email: mast@att.com Telephone: 817-392-8863 Fax: Email:hugo.carbajal@fortworthgov.org This AT&T Comprehensive Service Order Attachment is a Service Order Attachment to the Agreement between AT&T and Customer referenced above. AGREED: Customer AGREED: AT&T By: BA (Auth ize en or Representative) (Authorized Agent or Representative) 4A C 1 (Typed or Printed Name) (Typed or Printed Natn b '�rNp-b'nR (Title) (Title) (Date) (Date) APPROVED AS�� TO Attested By. �- - FORM ANP LEGALITY- :,tarty Hendr ASSIST-ANY CITY ATTORNEY Cipy S�ret�rr Contract huthoaslaat IOX Comprehensive Service Order Attachment v.IX or X 09/23/06 R AT&T AND CUSTOMER CONFIDENTIAL Page 1 of 5 �'•.�/KA��`- 0805 s108331-63ENOS 05/07/08 s10833 AT&T MA Reference No.48192 AT&T Comprehensive Service Order Attachment for MA Vill or Earlier 1. SERVICE Schedule that Customer agrees to satisfy during a Pricing A. AT&T will provide the AT&T Services to Customer Schedule Term. as identified in the applicable Pricing Schedules. "MARC-Eligible Charges" means, unless the B. The pricing, service descriptions and other provisions applicable Pricing Schedule indicates otherwise, the relating to the Services will be as set forth in: (i) this recurring and usage charges, after applicable discounts Attachment (including, the Pricing Schedules and any Addenda to this Attachment); (ii) the Agreement's and credits, incurred by Customer for the Services General Terms and Conditions; and (iii) the appropriate identified in the applicable Pricing Schedule as MARC- section of the Service Guide or the Applicable Tariffs. contributing. Notwithstanding anything set forth in a C. This Attachment shall remain in effect until no Pricing Schedule, the following charges shall not be Service Component provided under this Attachment deemed MARC Eligible Charges: (a) charges for or in connection with Purchased Equipment; (b)charges for remains in service. outsourcing services; (c) taxes, and (d) charges imposed 2. DEFINITIONS in connection with governmentally imposed costs or fees "Applicable Tariffs" consist of the standard AT&T (such as USF, PICC, payphone service provider service descriptions, pricing and other provisions compensation,E911 and deaf relay charges). filed by AT&T or any of its Affiliates with the "Pricing Schedule" means a pricing schedule to this appropriate regulatory commission having Attachment, either appended hereto or subsequently jurisdiction respecting a Service,as revised from time signed by the parties referencing this Agreement. to time. In the event an Applicable Tariff is "Pricing Schedule Term"is the period of time stated in withdrawn by AT&T or tariffing is no longer the applicable Pricing Schedule. permitted or required by the appropriate regulatory commission,references to the Applicable Tariff shall "Purchased Equipment" means equipment sold under be deemed to refer to the corresponding applicable this Attachment by AT&T to Customer. Purchased provisions of the Service Guide. Equipment includes any internal code required to operate "AT&T CPE" means equipment provided under this such Equipment. Attachment by AT&T or its suppliers and located at a "Service" means collectively all of the Service Site. AT&T CPE includes any internal code required Components Customer orders under a Pricing Schedule. to operate such Equipment. AT&T CPE does not include Customer Equipment or Purchased "Service Guide" means the standard AT&T service Equipment. descriptions, pricing and other provisions, as revised by AT&T from time to time, relating to Services offered "AUP" means AT&T's Acceptable Use Policy, as under this Attachment (if there is no Applicable Tariff). revised by AT&T from time to time, located at The Service Guide is located at http://www.ipservices.att.com//pohcy.html or such http://www.serviceguide.att.com/ABS/ext, other AT&T-designated location. http://www.att.com/abs/serviceauide or such other "Customer Equipment"means equipment owned by AT&T designated location. Customer. Customer Equipment includes any "Software" means all software and associated written internal code required to operate such Equipment. and electronic documentation and data licensed by "Effective Date"of a Pricing Schedule is the date on AT&T to Customer in connection with a Service. which the last party signs this Attachment or, fora Software does not include software that is not furnished to Customer. subsequently added Pricing Schedule, the date on which the last party signs the Pricing Schedule. If the "Service Component"means the individual components rules of a regulatory authority having jurisdiction of a Service that Customer orders under a Pricing respecting a Service would require a later date, the Schedule. Effective Date of the applicable Pricing Schedule shall be in accordance with such rules. "Site" means a Customer physical location, including a Customer co-location space on AT&T premises, where "Equipment" means "AT&T CPE" "Customer AT&T installs or provides a Service. Equipment"and"Purchased Equipment." "Third-Party Software" means Software that AT&T "MARC (Minimum Annual Revenue licenses from a third party. Commitment)" means an annual revenue commitment set forth in an applicable Pricing Comprehensive Service Order Attachment v.IX or X 09/23/06 AT&T AND CUSTOMER CONFIDENTIAL Page 2 of 5 0805 s108331-63ENOS 05/07/08 s10833 AT&T MA Reference No.48192 AT&T Comprehensive Service Order Attachment for MA VIII or Earlier "Termination Charges" means the charges 4. MINIMUM COMMITMENTS/CHARGES identified in Sections 3.3 and 3.4 below, payable by If, on any anniversary of a Pricing Schedule Term start date, Customer in certain termination circumstances. the Customer has failed to satisfy the MARC for the 3. TERMINATION preceding 12 month period, the Customer will be billed a shortfall charge in an amount equal to the difference between. 3.1 If a Service or a Service Component is terminated, the MARC and the total of the applicable MARC-Eligible Customer must pay all charges incurred as of the effective Charges incurred during the 12 month period. In such a case, date of termination. Customer shall not be entitled to receive promotional, 3.2 If Customer terminates a Service or a Service compliance or other credits until Customer pays the shortfall Component for material breach, Customer shall not be charge. liable for any Termination Charges. 5. PRICING 3.3 If Customer terminates a Service Component other 5.1 Pricing Schedule than as set out under Section 3.2 above or AT&T Unless otherwise stated in a Pricing Schedule, the rates and terminates a Service or a Service Component for material charges stated in the Pricing Schedule are stabilized until the breach, Customer must pay: (i)any credits, waived end of the Pricing Schedule Term and apply in lieu of the charges or unpaid amortized charges if the Service corresponding rates and charges set forth in the Service Guide Component is terminated prior to the end of an applicable or the Applicable Tariffs. Pricing for any Service minimum retention period (specified in the Pricing Components that are not listed in a Pricing Schedule will be Schedule, the Service Guide or the Applicable Tariffs); as described in the Service Guide or the Applicable Tariffs or (ii)the applicable amount of recurring charges for the as agreed on an individual case basis. Unless otherwise stated terminated Service Component multiplied by the number in a Pricing Schedule, after the end of the Pricing Schedule of months remaining in an applicable minimum payment Term AT&T may modify the rates, charges, terms and period (specified in the Pricing Schedule, the Service conditions applicable to the Service covered by such Pricing Guide or the Applicable Tariffs); and (iii)any access Schedule on thirty(30)days'prior notice. facilities cancellation charges and other third-party charges incurred by AT&T due to the termination. The 5.2 Discounts charges set forth in (i) and (ii) above will not apply if a The discounts set forth or referenced in a Pricing Schedule terminated .Service Component is replaced with an are the only discounts applicable to the Services and will be upgraded like Service Component at the same Site(s), applied to the applicable rates and charges in the manner and provided the applicable minimum period and associated to the extent specified in the applicable sections of the charge for the replacement Service Component are each Service Guide or the Applicable Tariffs. equal to or greater than the applicable period and charge 5.3 Promotions/Credits/Waivers for the terminated Service Component. Customer is eligible only for promotions, credits or waivers 3.4 In the event of a termination of a Pricing Schedule identified in the applicable Pricing Schedule. Unless either by Customer other than as set out in Section 3.2 otherwise stated in the applicable Pricing Schedule, any above or by AT&T for material breach, Customer must additional promotions, credits or waivers set out in the pay subject to applicable law: (i)a Termination Charge Service Guide or an Applicable Tariff will not apply. equal to 50% of the unsatisfied MARC for the year of the 5.4 Charges Pricing Schedule Term in which the Pricing Schedule is Regardless of any stabilization of rates or charges that may terminated plus 50% of the MARC for each year appear in this Attachment or in a Pricing Schedule, AT&T remaining in the Pricing Schedule Term; and (ii)the reserves the right to increase charges as a result of. (i) amounts set forth in Section 3.3,above. expenses incurred by AT&T reasonably relating to regulatory assessments stemming from an order,rule or regulation of the Federal Communications Commission or other regulatory authority or court having competent jurisdiction (including but not limited to payphone, PICC and USF related expenses and E911 and deaf relay charges); or (ii)in the case of local exchange Services and voice over Internet protocol applications and Services, the price or availability of network elements used in the provision of the Services, amounts other carriers are required to pay to AT&T or the amount AT&T is required to pay to other carriers in connection with the Comprehensive Service Order Attachment v.IX or X 09/23/06 AT&T AND CUSTOMER CONFIDENTIAL Page 3 of 5 0805 s108331-63ENOS O5/07/08 s10833 AT&T MA Reference No.48192 AT&T Comprehensive Service Order Attachment for MA VIII or Earlier provision of the Services to Customer under an applicable 10. ACCESS Pricing Schedule. Customer grants AT&T access rights to the property and premises that Customer controls. Customer shall cooperate 6. COMMISSION JURISDICTION with AT&T's efforts to procure such access rights for the If a Pricing Schedule is subject to the jurisdiction of a portions of the property not under Customer's control. regulatory commission, each such Pricing Schedule will Access rights include (i) the right to construct, install, repair, be subject to changes or modifications as the controlling maintain, replace and remove access lines and network commission may direct from time to time in the exercise facilities, as well as the use of ancillary equipment space of its jurisdiction. Therefore, for this purpose, each such within the building, for the connection of customer to Pricing Schedule will be deemed to be a separate AT&T's network using AT&T-owned or AT&T-leased agreement with respect to the Services offered in a facilities; and (ii) 24 hours a day, 7 day a week access to the particular jurisdiction. access lines and network facilities on the property. 7. ELIGIBILITY/OTHER REQUIREMENTS 11. RESALE PROHIBITED If a Pricing Schedule providing regulated Unless applicable local law or regulation mandates otherwise, telecommunications services that are subject to the Customer may not resell any portion of a Service to third jurisdiction of a United-States-based regulatory authority parties. is available to other potential purchasers of the service, it will be available to such purchasers who execute an 12. NETWORK SECURITY identical Pricing Schedule only once, either by the AT&T DOES NOT GUARANTEE NETWORK purchaser or any Affiliate of the purchasing entity. SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS 8. AUP SENT, BACKED UP, STORED OR SUBJECT TO LOAD If a Service is provided over or includes access to the BALANCING, OR THAT AT&T'S SECURITY Internet, Customer and its Users shall comply with the PROCEDURES WILL PREVENT THE LOSS OF, AUP. If Customer fails to rectify a violation of the AUP ALTERATION OF, OR IMPROPER ACCESS TO, within five (5) days after receiving notice thereof from CUSTOMER DATA AND INFORMATION. AT&T, then AT&T may suspend the applicable portions of the Service. AT&T reserves the right, however, to act 13. EQUIPMENT immediately and without notice to suspend or terminate 13.1 AT&T shall retain all right, title or interest in AT&T service in response to a court order or government notice CPE and no ownership rights in AT&T CPE shall transfer to that certain conduct must be stopped or when AT&T Customer. Customer shall provide a suitable and secure reasonably determines: (i) that it may be exposed to environment free from environmental hazards and electric sanctions or prosecution; (ii) that such violation may power for AT&T CPE and shall keep the AT&T CPE free cause harm to or interfere with the integrity or normal from all liens, charges, and encumbrances. Customer shall operations or security of AT&T's network or networks bear the risk of loss of or 'damage to AT&T CPE (ordinary with which AT&T is interconnected or interfere with wear and tear excepted) from any cause except to the extent another customers use of AT&T Services or the Internet; caused by AT&T or its suppliers. AT&T CPE shall not be or (iii) that such violation otherwise presents imminent risk of harm to AT&T or AT&T's customers or their removed, relocated, modified, interfered with, or attached to non-AT&T equipment by Customer without prior written respective employees. authorization from AT&T. 9. IP ADDRESSES, DOMAIN NAMES AND 13.2 Title to and risk of loss of Purchased Equipment will TELEPHONE NUMBERS pass to Customer as of delivery, upon which date AT&T will Except for IP addresses, domain names and telephone have no further obligations of any kind with respect to that numbers expressly registered in Customer's name, all IP addresses, AT&T-based domain names and telephone Purchased Equipment, except as set forth in an applicable Attachment,Pricing Schedule or Service Guide. If Customer numbers shall remain, at all times,property of AT&T and shall be nontransferable and Customer shall have no right does not accept the Equipment, the Equipment should be returned to the manufacturer. AT&T will obtain from the to use such IP addresses, AT&T-based domain names or telephone numbers upon termination or expiration of the manufacturer and forward to Customer a Return Material applicable Pricing Schedule. Authorization. AT&T retains a purchase money security interest in each item of Purchased Equipment until Customer pays for it in full; Customer appoints AT&T as Customer's Comprehensive Service Order Attachment v.IX or X 09/23/06 AT&T AND CUSTOMER CONFIDENTIAL Page 4 of 5 0805 s108331-63ENOS 05/07/08 s10833 AT&T MA Reference No.48192 AT&T Comprehensive Service Order Attachment for MA VIII or Earlier agent to sign and file a financing statement to perfect AT&T's security interest. 15. CHARGES Charges will be quoted and invoices shall be paid in the 13.3 All Purchased Equipment provided under this currency specified in the invoice. Attachment is provided on an "AS IS" basis, except that AT&T will pass through to Customer any warranties 16. ASSIGNMENT available from its Purchased Equipment suppliers, to the In countries in which AT&T does not have an Affiliate to extent that AT&T is permitted to do so under its contracts provide Service, AT&T may assign its rights and obligations with those suppliers. related to a Service provided in such a country to the local service provider; provided however, that AT&T shall be 13.4 All ownership interest in a party's facilities and responsible to Customer for such obligations. In some such associated Equipment used in connection with the countries, Customer may be required to contract directly with Services shall at all times remain with that party. If any the local service provider. Customer Equipment is used to provide the Service, Customer grants AT&T a non-transferable and non- 17. GOVERNING LAW/VENUE exclusive license to use such Customer Equipment in the manner necessary to provide the Service. This Agreement shall be governed by the laws of the state of Texas. If any action,whether real or asserted,at law or in 14. INTELLECTUAL PROPERTY equity,is brought on the basis of this Agreement,venue for All intellectual property in the Services shall be the sole such action shall lie in state courts located in Dallas,Texas. and exclusive property of AT&T or its suppliers. Comprehensive Service Order Attachment v.IX or X 09/23/06 AT&T AND CUSTOMER CONFIDENTIAL Page 5 of 5 0805 s108331-63ENOS 05/07/08 s10833 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 4/11/2006 DATE: Tuesday, April 11, 2006 LOG NAME: 13P06-0063 REFERENCE NO.: **P-10357 SUBJECT: Authorize a Purchase Agreement With AT&T (SBC) for Local Telephone Services for the Information Technology Services Department RECOMMENDATION: It is recommended that the City Council: 1. Authorize a purchase agreement with AT&T (SBC) for local telephone services for the Information Technology Solutions (IT Solutions) Department; and 2. Authorize use of the amended State of Texas Department of Information Resources (DIR) Texan 2000- SWB-LS contract terms and conditions to begin April 11, 2006, and expire on August 31, 2009. DISCUSSION: IT Solutions will use a State of Texas DIR contract to procure local telephone services from AT&T (SBC) for the City. Local services include items such as flat rate business lines, voice services, analog/digital trunk services, disaster routing service, extended metropolitan service, digital subscriber service (DSL) and Plexar services. All of these locally related telephone services are covered with the existing DIR Texas Agency Network (TEX-AN 2000) contract. The contract is designed so that local entities may enter into agreements directly with the vendor. Additionally, the DIR contract for Plexar Service allows for Individual Customized Bids (ICB). Plexar Service for large users is generally customized to meet customer needs. The City still has about 30% of its phones on the Plexar System. Over the next few years, use of Plexar service will continue to diminish as the City changes to Public Branch Exchange (PBX) service. The DIR contract is the result of a public procurement process conducted in compliance with applicable Texas law. The contract has been amended and one of the amendments allowed an extension of the contract period. DIR and SBC signed the Fourth Amendment to TEX-AN 2000-SWB-LS to extend the contract period through August 31, 2009. DIR is authorized to offer the cooperative purchasing program to state agencies, public institutions of higher learning, public school districts and local governments. Pursuant to Government Code Section 791.025, a local government that purchases goods and services under the Interlocal Cooperation Act satisfies otherwise applicable competitive bidding requirements. Over the last year approximately $2.9 million was spent with SBC on services that are considered within the scope of local telephone services. M/WBE - A M/WBE goal is not assigned when making a purchase agreement from an approved purchasing cooperative or other public entity. Logname: 13P06-0063 Page 1 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. BQN106-00631LGS TO Fund/Account/Centers FROM Fund/Account/Centers P168 535080 0046010 $1 400 000.00 Submitted for City Manager's Office b1c Richard Zavala (Acting) (6222) Originating Department Head: Jim Keyes (8517) Additional Information Contact: Robert Combs (8357) Pete Anderson (8781) T xwmnme- 1 W06-M63 Paae?. of 7.