Loading...
HomeMy WebLinkAboutContract 39632Native LAN Service Order Form 0 Select Order Activity Customer Name Service Address City, County, State, Zip Procurement Contact Billing Contact Main Tech Contact Maintenance Contact CITY SECRETgRy CONTRACT NO. 'In:a Customer Information New 4& Status of Contract City of Fort Worth 818 Missouri Avenue Fort Worth, TX 76104-3618 Sean Malone Sean Malone Sean TWTC Standard Terms and Conditions TWTC Master Service Agreement Account Number 312672 Billing Address telecom - Date tiled? 10/21/09 WA 1000 Tmockmorton St, City, County, State, Zip Fort Worth, TX 76102 Phone 817-392-6068 Fax Phone Phone Phone 817-392-6068 817-392-6068 Native LAN Service Information (1) Product Name Enterprise SNLAN (2) Bandwidth l (3) Configuration Point -to -Point (4) VLAN Tag Service (5) # of ONePorts �10M Port F�l100M Port F2 110o0M Port Pricin Total Monthly Recurring Charge Total Non -Recurring Charge Contract Term (Mo) Percentage of Interstate Usage (PIU) and Charge Summar $ 3,500.00 $ 1,000.00 36 Months 0% emarks Charge Total Change/Record Deposit Amount Deposit Receipt Date Number ICB Fax Fax Shared Unlimited Tagged Service (UTS) STAR-7XPRRA Standard Maintenance Windows: TWTC may perform routine network maintenance between 12:01 AM and 6:00 AM local time, Monday through Sunday. TWTC may extend or schedule additional windows if necessary. Customer approves and accepts this Native LAN/Extended NLAN/Regional Ethernet Service Order, which fully incorporates the associated TWTC Standard Terms and Conditions or the Master Service WAN referred to on Main page and the AN Tag Service Order, Desired Installation Date for each order is subject to TWTC internal provisioning intervals, which are specific to service type, quantity, location and availability. Provisioning interval begins after receipt of signed order and any other required documentation. The TWTC account person will provide a firm due date to customer upon receipt of all required information. Customer acknowledges that the individual executing this Order on Customer's behalf has full and complete authority to bind Customer. Signature: Name: Title: Date: Salesperson: tw telecom holdings inc. srepnen i arr Customer: Signature: Name: Title: Date: City of Fort Worth t7 Version 4.5 Revised 10-20-09 tw telecom -Confidential Native LAN Service Order Form Enterprise SNLAN Jtelecom. Native LAN Location Information City Name Ft. Worth Ft, Worth Select City Select City Port Loc & Onnet/offnet Location # 1 On -Net Location # 2 On -Net Location # 1 On -Net ? Location # 2 OnNet ? Interface Type Optical Optical Electrical Electrical Port Size & Bandwidth 1000 M Port 1000 Mbps 1000 M Port 1000 Mbps Select Port Size Select BW Select Port Size Select BW Local Port Connectivity Enterprise SNLAN Enterprise SNLAN Enterprise SNLAN Enterprise SNLAN Physical Address 1000 Throckmorton St 818 Missouri Ave. City, County Fort Worth, Tarrant Fort Worth, Tarrant State, ZIP TX, 76102 TX, 76104 Demarc/Rm/Flr City Hall Data center, Room L49A First Floor, Room TRl Off -Net LSO CLLI FTWOTXED FTWOTXED Location CLLI FTWO48AI FTWO48AJ Offnet Service Provider (OSP) AT&T AT&T Municipality Fort Worth Fort Worth Building Name Fort Worth City Hall ty of Fort Worth Hazel Harvey Peace Cen Site Contact Sean Malone Sean Malone Site Phone No. 8173926068 8173926068 Hours of Access Standard Standard Methods of Access Contact Site Contact Contact Site Contact NPA/NXX 682730 682730 Circuit ID TWTC Equipment ME 340OG ME 340OG Customer Premise Equipment Type of Hand -Off from CPE OPTICAL(SM or MM) OPTICAL(SM or MM) PORT MRC $ 476.00 $ 476.00 $ $ - Service / Bandwidth MRC $ 1,274.00 $ 19274,00 $ - $ - Bandwidth NRC $ 500,00 $ 500,00 $ $ Type 2 MRC $ $ - $ $ - Type 2 NRC $ $ - $ $ Change Charge $ $ $ $ City Name Select City Select City Select City Select City Port Loc & Onnet/offnet Location # 3 On -Net ? Location # 4 On -Net ? Location # 5 On -Net ? Location # 6 On -Net ? Interface Type Electrical Electrical Electrical Electrical - - Port Size & Bandwidth Select Port Size Select BW Select Port Size T Select BW Select Port Size Select BW Select Port Size Selec_tBW Local Port Connectivity Enterprise SNLAN Enterprise SNLAN Enterprise SNLAN Enterprise SNLAN Physical Address City, County State, ZIP Demarc/Rm/Flr Off -Net LSO CLLI Location CLLI Offnet Service Provider (OSP) Municipality Building Name Site Contact Site Phone No. Hours of Access Methods of Access NPA/NXX Circuit ID TWTC Equipment Customer Premise Equipment Type of Hand -Off from CPE PORT MRC $ - $ $ - $ - Service / Bandwidth MRC $ - $ - $ - $ Bandwidth NRC $ $ $ $ Type 2 MRC $- Type 2 NRC $ Change Charge $ $ $ $ R E M A R may perform routine network maintenance additional windows if necessary. Need More Locations ? local No Sunday. TWTC may extend or schedule Customer approves and accepts this Native LAN(Extended NLAN/Regional Ethernet Service Order, which fully incorporates the associated TWTC Standard Terms and Conditions or the Master Service Agreement referred to on Main page and the VLAN Tag Service Order. Desired Installation Date for each order is subject to TWTC intecifi rnal provisioning intervals, which are spec to service type, qua t' to d -lily, Pr. 'nterval begins after receipt of signed order and any other required documentation. The TWTC account person will provide a firm due date to customer upo receipt of all required information. Custo er acknowledges that the individual executing this Order on Customer's behalf has full and com lete authority to bind Customer. OFFICIAL RECORD I �% TWTC K Customer Gat' oex CITY SECRETARY I � Go Back to Main Initial Initial X&isifdfORTHt T^ I twlelecom- Confidential Page 1 of i Jtelecom. Switched NLAN Service Addendum General Terms: Customer acknowledges and agrees to all of the special terms and conditions herein relating to TWTC's Switched Native LAN Service, Customer also agrees to TWTC's Standard Terms and Conditions or the Master Service Agreement attached hereto and incorporated by this reference. Service: The Swttched NLAN (SNLAN) service is a switched Ethernet service that incorporates data switching technology into the product through the use of Ethernet switches in the TWTC network. This is a best -effort service that allows multiple Customers to access a shared, oversubscribed metro Ethernet infrastructure through Ethernet ports that are unique to each individual Customer and its locations. The SNLAN service will accept and carry both (1) Tagged and (2) Untagged Ethernet traffic from the Customer. If the TWTC Individual Tag Service (ITS) is required by the Customer, the Customer agrees to the Individual Tag numbers (VLAN IDs) assigned by TWTC to be carried across the TWTC network. These tags are identified and ordered through completion of the NLAN VLAN Tag Order form. Service Configuration: The primary TWTC deployment involves placing an Ethernet switch in TWTC's Central Office (CO) with Ethernet switches located at each Customer location. The CO Ethernet switch and the switches deployed on the Customer premises are interconnected using fiber Gigabit Ethernet links. In some instances, Customer end -user ports may be offered from transport (SONET-based) equipment. These corresponding connections are carried over the SONET infrastructure to the TWTC CO Ethernet switch, where they interconnect to the switched Ethernet network with other locations. Maintenance: TWTC manages ail TWTC SNLAN equipment remotely from the TWTC Network Operations Center (NOC). If Customer experiences service issues, the Customer must call the NOC in Greenwood Village, Colorado and describe the service issue. Problem identification, troubleshooting, and resolution are performed remotely by TWTC NOG personnel. In selected cases, service issue resolution may involve the NOC contacting the City Operations for assistance and/or dispatch of a technician. TWTC Responsibilities: (1) TWTC will install and maintain the Ethernet switch equipment necessary for the SNLAN service. (2) Equipment deployed for backup power at Customer locations is owned and managed by TWTC unless otherwise stated per agreement with the Customer and/or said equipment is deployed and owned by the Customer. Customer Responsibilities: (1) Customer is responsible for providing a secure environment in which to locate the equipment. (2) Customer is responsible for providing primary power for the SNLAN equipment. If a service issue results from Customer not meeting the responsibilities set forth above, Customer will continue to be billed for the service and in addition will pay any applicable charges associated with service resolution. Remarks TWTC Initial GO BACK to Main Customer Initial ASSIS ANT CITY ATTORNEY OFFICIAL RECORD CITY SECRETARY FT: WORTH, TX Version 4.5 Revised 10-20-09 tw telecom - Confidential Page 1 of 1 tw telecom Standard Terms and Conditions This Agreement is by and between tw telecom holdings Inc., a Delaware corporation, by and through its wholly owned subsidiaries that are certified to provide the sery ces being ordered hereunder, (collectively 'TWTC') and The City of Fort Worth ('Customer), a Texas governmental entity and is effective upon execution both by Customer and PNTC ('Effective Date"). Customer and TWTC may be referred to individually as a 'Party' or collectively as the 'Parties'. TWTC will remain responsible for the performance of its subsidiaries under this Agreement, which own and operate the telecommunications facilities. 1. Service Orders: Customer may submit service orders [o PNTC to purchase telecommunication and related services under this Agreement ('Service Orders'). The Service Orders describe the telecommunication and related services that are available for purchase ('Services'). When fully executed by both Parties, the Service Orders and these Standard Terms and Conditions form the final written agreement between the Parties ("Agreement'). The Agreement can only be amended or modified in a written document that is signed by both Parties. All Services are offered subject to availability, and TWTC has the right not to accept a Service Order submitted by Customer. If a Service Order has been accepted by TWTC, TWTC will provide Services for the term agreed to in such Service Order ('Service Term'). 2. Term: The term ('Tenn") of this Agreement is _36 Months_commencing on the Effective Date. The Term will automatically renew for successive month to month periods unless terminated by either Party upon written notice given at least thirty days prior to expiration of the then existing Term. Upon expiration of a Service Term for a particular Service, the Service Term will automatically renew for successive month to month terms unless terminated by either Party upon written notice delivered in accordance with Section 20 below at least thirty days prior to expiration of the then existing Service Term. When the Tenn of this Agreement expires, existing Services continue in effect for the remainder of their respective Service Terms and will continue to be governed by this Agreement. 3. Cancellation, Modification or Expedition of Orders 'Cancellation', 'Modification' and 'Expedite Charges' referenced hereunder are posted to the TWTC Website (www.twtelecom.com) and are subject to modification by TWTC effective upon posting to the TWTC Website. (a) Cancellation. Customer may cancel a Service Orders) if the request is received in writing by TWTC prior to the planned installation date, and TWTC shall have the right to assess a Cancellation Charge (a Service Order can only be cancelled one time; the execution of anew Service Order restarts the cancellation process). If the request to cancel is received after installation has begun, Customer must pay full termination liability as set forth in Section 14 below. (b) Modification. Customer may request in writing the modification of any Service Orders). Such request shall result in a Modification Charge. If TWTC receives a written modification request for delay of installation less than 3 days prior to the planned installation date, Customer must pay, in addition to the Modification Charge, the monthly recurr ng charge ("MRC') applicable to the delayed Service for the shorter of one billing month or the period from the original due date to the requested installation date. TWTC reserves the right to limit the number of requests to delay the planned installation date. (c) Expedite. Customer may request an expedited installation date. If TWTC accepts the expedited installation date, Customer must pay an Expedite Charge. (d) Third Party Charges. In addition to the charges set forth in (a), (b) and (c) above. TWTC may bill Customer for any third parry charges it incurs in order to complete Customers request to cancel, modify, or expedite the Service Orders). 4. TWTC Network, Access and Interconnection: (a) Responsibilities. TWTC will own and control the telecommunications equipment, cable and facilities installed and operated by TWTC for provision of the Services to Customer ("TWTC Network'). The TWTC Network will remain TWTC's personal property regardless of where located or attached. TWTC has the right to upgrade, replace or remove the TWTC Network in whole or in part, regardless of where located, so long as the Services continue to perform. TWTC has the right to limit the manner in which any portion of the TWTC Network is used to protect the technical integrity of the Network. Customer may not alter, move or disconnect any parts of the TWTC Network and is responsible for any damage to, or loss of, the PNTC Network caused by Customers (or its end users) breach of this provision, negligence or willful misconduct. PNTC has no obligation to install, maintain or repair any equipment owned or provided by Customer, unless otherwise agreed to in a writing executed by the Parties. If Customers equipment is incompatible with the Service, Customer is responsible for any special interface equipment or facilities necessary to achieve compatibility. (b) Access. TWTC may require access to Customers premises to install and maintain the Services and the TWTC Network. Customer must provide TWTC with a contact and/or help desk number that can be reached 24 hours per day/7 days per week. Customer also must provide reasonable access rights and/or rights of way From third parties, space, power and environmental conditioning as may be required For the installation and maintenance of the PNTC Network at Customers premises. (c) Letter of Authorization /Carrier Facility Assignment, If Customer intends to connect the Services to facilities that neither it nor PNTC owns, fi must provide TWTC with and maintain (for the Service Tenn) a current letter of authorization and carder facility assignment, as applicable. 5. Installation and Maintenance: (a) Installation. TWTC will notify Customer when the Service has been successfully installed and is available for Customers use ('Service Date'). Unless Customer notifies PNTC by the close of business on the Service Date that the Service is not operational, the Service Term will commence. If Customer so notifies PNTC. the Service Date will occur and the Service Term will commence .vhen the Service is operational. The Service Date will not be delayed or postponed due to problems with Customers equipment or Customers lack of readiness to accept or use Service. (b) Maintenance: (i) Scheduled Maintenance. PNTC will morntor PNTC's Network 24 hours per day. 7 days per Neek. Scheduled hlaintenance will be performed between the hours of midnight and 6:00 a.m. (local time where the maintenance is being performed) unless another time is agreed to by the Parties for the particular circumstance. PNTC will endeavor to provide Customer .wth at least five business days notice before performing Scheduled tilaintenance unless a shorter notice period �s required under the circumstances. pi) Emergency Maintenance. If PP/TC has to perform maintenance outside of the Scheduled Maintenance window set forth in Section 5(bl(il above, then PNTC will provide as much prior notice to Customer as is practicable under the circumstances. OFFICIAL REDORD CITY SECRETARY FT WORTH, TX '/ersion 1 1 Rev o-26-09 tw telecom Conlitlenhal Page 2 of 5 6. Charges, Billing, Taxes and Payment: (a) Servicas are billed on a monthly basis commencing with the Service Date. Services are invoiced in advance, but usage charges are invoiced in arrears. Any installation or other non- recurring charges, which are non-refundable, will appear on the first monthly invoice. (b) TWTC may require a deposit prior to the provision of any new Service. also may require a deposit as a condition to its obligation to continue to provide Services) if Customer has failed to timely pay for Service(s) on two occasions during any six month period. (c) Taxes, as defined below. will be invoiced as aline item charge separate from the fv1RCs for the Services. Customer will bq liable for Taxes which were assessed by or paid to an appropriate taxing authority within the applicable statute of limitations period. If Customer fails to pay any Taxes property billed, then as between TWTC and Customer, Customer will be solely responsible for payment of the Taxes, and penalty and interest. Tax' or Taxes' mean any federal, state or local excise, gross receipts, value added, sales, use or other similar tax, fee, tax -like fee or surcharge of whatever nature and however designated, imposed, or sought to be imposed, on or with respect to purchases by Customer from TWTC for consideration under this Agreement or for TNTC's use of public streets or rights of way, which TWTC is required or permitted by law or a tariff to collect from Customer, provided, however, that the term "Tax" will not include any tax on TWTC's corporate existence, status, income, corporate property or payroll taxes. If either Party is audited by a taxing or other governmental authority, the other Party agrees to cooperate reasonably by responding to the audit inquiries in a proper, complete and timely manner. TWTC will cooperate, at Customers expense, with reasonable requests of Customer in connection with any Tax contest or refund claim. The Customer will ensure that no lien is attached to or allowed to remain on any asset of TWTC as a result of any Tax contest. To the extent permitted by applicable law, Customer will indemnify and hold TWTC harmless against any liabilities, damages, losses, costs or expenses arising out of such Tax proceedings, including without limitation any additional Taxes, interest, penalties and attorney's fees. If Customer claims an exemption for any Taxes, Customer must provide TWTC with a proper tax exemption certificate as authorized by the appropriate taxing authority. Customer must pay all applicable Taxes to TWTC until it provides TWTC with a valid tax exemption certificate. If applicable law exempts a purchase of Services under this Agreement from a Tax, but does not also provide an exemption procedure, then TWTC will not collect such Tax if Customer provides TWTC with a letter signed by one of its officers: (i) claiming a right to the exemption; (ii) identifying the applicable law that allows such exemption and does not require an exemption certificate; and (iii) agreeing to indemnify and hold TWTC harmless from any tax, interest, penalties, loss, cost or expense asserted against TWTC as a result of its not collecting the Taxes from Customer. (d) Payment for all undisputed amounts must be received by TWTC on or before the due date specfed on the bill ("Due Date"). Any payment or portion thereof not received by the Due Date is subject to a late charge on the unpaid amount at the lesser of 1.5% per month or the maximum rate permitted by taw. 7. Disputes:Customerinay dispute charges invoiced by TWTC by lagging onto TWTC's online customer portal at https://customerportal.twtelecom.com/and completing a dispute formI or by contacting TWTC's dispute telephone line at 1-800-829-0420. All disputes must be submitted to TWTC in the manner specified above within 120 calendar days of the date of the invoice associated with the disputed charges, or the invoice shall be deemed correct and all rights to dispute such charges are waived. Withheld disputed amounts determined in favor of TWTC must be paid by Customer within rive (5) business days following written, electronic or telephonic notice of the resolution, and will bear interest at the lesser of 1.5% per month or the maximum rate allowed by law from the Due Date unfit the date paid. 8. Service Levels /Service Outage Credits: (a) Service Level Agreement ('SLA'). The SLA for a particular Service, which specifies the applicable performance metrics and outage credit schedule, is contained in each Service Order. If no SLA is included with a Service Order, then credits for Service Outages (defined below) will be issued at 1/1440 of the applicable tvIRC per 30 minute outage for up to a 24- hour period, but if a Service Outage lasts greater than 24 hours, at 1/144 of the applicable IvIRC per 3 hour period. Credits issued during any calendar month will not exceed the MRC associated with the affected Service that experienced the Service Outage(s). (b) Service Outage Definition, A'Service Outage' is defined as either. (a) material non-compliance with a specific performance metric in a service level agreement and such non- compliance is caused by TWTC's Network; or (b) a complete loss of transmission or reception capability for a Service caused by TWTC's Network. (c) Reporting and Tracking of Service Outages. If there is a Service Outage, Customer must contact TNTC's Customer Network Reliability Center ("CNRC') at 800-829-0420, and TWTC will open a trouble ticket and provide Customer with a trouble ticket number for tracking purposes. (d) Duration of Service Outage and Application of Credits. For the purpose of calculating applicable credits, a Service Outage begins when Customer reports the Service Outage to TWTC's CNRC, and ends when the Service is restored. The duration of the Service Outage only includes outages that are caused by TNTC's Network and does not include outages caused by the equipment, acts or omissions of Customer, third parties, Force fvlajeure events, or outages occurring during scheduled or emergency maintenance. The duration of a Service Outage also does not include any time during which TWTC is not allowed access to the premises necessary to restore the Service. Credits for Service Outages are only issued if requested by Customer, and such requests must be submitted to TWTC within 120 days from the date Service is restored. (e) Chronic Trouble Services. If two Service Outages have occurred on a particular Service during a 30-day period, and a third Service Outage occurs within thirty days following the second Service Outage, Customer may terminate the applicable Service without early termination liability provided that Customer supplies TWTC with a written termination notice no later than thirty days following the third Service Outage. (f) Remedies. Notwithstanding anything to the contrary in this Agreement, the remedies set forth in the service level agreement and Sections 8(a) and 8(e) of this Agreement constitute Customer s sole and exclusive remedy for Service Outages. (g) Service Outages Not Caused by TNTC's Network. If TWTC responds to a service call initiated by Customer, and TNTC reasonably determines that the cause of the problem is not due to TN/TC's Network, but is due to Customers equipment or facilities. or a third party. Customer must compensate TNTC for the service call at TWTC's then prevailing rates. 9. Governmental Regulation -Changes: (aj This Agreement is subject to all applicable federal, state and total taws, rules and regulations, and each Party must comply with them in performing its obligations hereunder. To the extent any provision herein conflicts with any applicable law. rule or regulation. such law. rule or regulation will supersede the conFlicting provision. (b) TNTC may discontinue or impose additional requirements to the provision of Service, upon 15 days written notice, if necessary to meet regulatory requirements or if such requirements have a material, adverse impact on the economic feasibility of TWTC providing the Service. Customer is not responsible for the termination liability set forth in Section 14 below if T�/TC discontinues the Service under this subsection. 10. Indemnification: To the extent permitted by applicable law. each Party ('Indemnitor) shall indemnify, defend and hold hornless the other Party ("Indemnitee') from all losses or damages arising from or related to bodily injury or physical damage to tangible property caused by the negligence or willful misconduct of Indemnitor. To the extent permitted by applicable law. Customer shall indemnify, defend and hold TWTC harmless from all losses or damages arising from Customer's violation of thud party intellectual property rights, all claims of any kind by Customer's an users. or any act or omission of Customer associated with any Service. 11. Limitation of Liability: Except for the Parties respective obligations set forth in Section 14 herein. neither Party is liable to the other for indirect, consequential, special. incidental, or punitive damages of any kind or nature 'whatsoever (including without limitation lost profits, lost revenues, lost savings, lost opportunity or harm to business), whether or not foreseeable, whether or not the Party had or should have had any knowledge, actual or constructive, that such damages might be incurred, and regardless of the form of action, nature of the claim asserted or the frustration of either Partys purpose. Indirect damages include, but are not limited to. damages of the kinds specif ed in th� rMelifr nc 4 TCCflu i CITY SECRETARY I •/ersion l.1 Rev o-2rr�FJ tw telecom - Confidential FT Y V QRTH TXPaqeI3 of 5 1 are incurred by a third party and are asserted against a Party (including attorneysfees and expenses). Except for bodily injury or physical damage to tangible property caused by TWTC's negligence or willful misconduct, TWTC's liability to Customer for direct damages may not exceed one month's calculation of the applicable MRCS regardless of the form of action, nature of the claim asserted or the frustration of either Party's purpose. TNTC has no liability for the content of information that Customer passes through TWTC's Network, 12. Termination by TWTC: (a) Termination With Notice. TWTC may disconnect all Services) associated with a delinquent account upon ten it10) days written notice for Customer's failure to pay amounts due under this Agreement which remain uncured at the end of the notice period; or upon thirty (30) days written notice for (i) Customers breach of a non -economic, material provision of this Agreement or any law, rule or regulation governing the Services which remains uncured at the end of the notice period; (ii) Customers insolvency, bankruptcy, assignment for benefit of creditors, appointment of trustee or receiver; and/or (iii) any governmental prohibition or required alteration of the Services. (b) Termination Without Notice. TNTC may terminate or suspend Services without notice iF: (i) necessary to protect PNTC's Network; (ii) TVVTC has reasonable evidence of Customers llegal, improper or unauthorized use of Services; or (iii) required by legal or regulatory authority. (c) Post Termination. Any termination or disconnection shall not relieve Customer of any liability incurted prior to such termination or disconnection, or for payment of unaffected Services. TWTC retains the right to pursue all available legal remedies if d terminates this Agreement or disconnects Service(s) in accordance with this Section. All terms and conditions of this Agreement shall continue to apply to any Services not so terminated, regardless of the termination of this Agreement. If TWTC terminates Service in accordance with this Section, and Customer wants to restore such Service, Customer first must pay all past due charges, a reconnection charge and a deposit equal to 2 months' recurring charges. All requests by Customer for disconnection of On -Net Services will be processed by TWTC in 30 days or less, and for disconnection of long haul Off -Net Services in 45 days or less, following delivery of the written notice. Customer must pay for Services until such disconnection actually occurs. Customer must submit requests to disconnect or terminate Services to TWTC's Order Entry department in accordance with Section 20 below. 13. Termination by Customer. Customer may terminate this Agreement and/or any Service Order hereunder upon thirty (30) days prior written notice, without incurring termination liability, for TWTC's (i) breach of any material provision of this Agreement, or any law, rule or regulation that affects Customers use of Service(s), which remains uncured at the end of the notice period and/or (ii) insolvency, bankruptcy, assignment for the benefit of creditors, appointment of trustee or receiver or similar event. 14. Termination Liability: If TWTC terminates this Agreement or any Service Orders) pursuant to Section 12 above (other than subsections a(iii) andlor b(iii)), or rf Customer terminates this Agreement or any Service Orders) for any reason other than as set forth in Section 13 above, all MRCS associated with the terminated Service(s) for the balance of the applicable Service Term shall become immediately due and payable. 14.1 Annual Appropriations: Notwithstanding the foregoing, TWTC acknowledges that funding to pay for Services ordered under this Agreement is subject to annual appropriations by the appropriate governing body, and in the event adequate sums are not appropriated in any fiscal year to fund Customers use of telecommunications services ordered hereunder, Customer may terminate the affected Service Orders upon no less than 45 days prior written notice. Such termination will not affect Customers obligations with respect to payment for the terminated Services during any prior period. If Customer exercises this termination right, it may not during the unexpired original term of the terminated Services obtain like services from another provider; and if funds are re -appropriated for a later fiscal year during the unexpired Service Term, Customer will notify TWTC and reinstate the terminated Services. Customer represents and warrants, however, that Customer will include sufficient funding to cover charges for all Services ordered under this Agreement in each Customer budget submitted for approval, and will actively support the appropriation of such funding, during the term of this Agreement. 15, Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, not to be unreasonably conditioned, withheld or delayed, except that: (1) TWTC may assign its rights and/or obligations hereunder (a) to its parent, affiliates or subsidiaries, (b) pursuant to any merger, acquisition, reorganization, sale or Vansfer of all or substantially all its assets, or (c) for purposes of financing; and (2) Customer may assign its rights and/or obligations hereunder (a) to its parent, affiliates or subsidiaries, or (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets, provided that any assignment by Customer pursuant to this exception is subject to the following conditions: (i) the proposed assignee satisfies TWTC's credit and deposit standards; (ii) Customer has fully paid for all Services through the date of assignment; and (iii) the proposed assignee agrees in writing to be bound by all provisions of this Agreement. 16. Entire Agreement: This Agreement, together with the Service Orders) and applicable tariffs set forth the entire agreement with respect to the subject matter hereof, and supersede all prior agreements, promises, representations, and negotiations between the Parties. If there is a conFlict the Service Order shall prevail over this Agreement and any applicable tariff shall prevail over both. Modifications, amendments, supplements to or waivers of this Agreement must be in writing and executed by both Parties. 17. Force tufajeure: Either Party shall be excused From performance if inability to perform is due to a cause or causes beyond such Party's reasonable control, including without limitation, acts of God, fire, explosion, vandalism, acts of tertorism, cable cuts caused by a third party, adverse weather conditions, labor strikes and governmental action ("Foroe Majeure'1. If such inability to perform continues For sixty days or longer, the other Party may terminate the affected Services. Customer s invocation of this clause does not relieve Customer of its obligation to pay for Services actually received. 18. Governing Law -Litigation: The interpretation of the rights and duties of the Parties and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and subject to the laws of the State of Texas, excluding ds principles of conFlicts of law. If either Party commences litigation under this Agreement, each Parry shall be responsible for its own costs and attorneys' fees. 19. Headings: Headings herein are for convenience only and are not intended to have substantive significance in interpreting this Agreement. ZU. Notices: Any notice regwred untler lhls Agreement must be In wnllng antl be delivered to the receiving Harty at the atltlresses listed below (l) in person, (ii) by certified mall with return receipt requested, or (iii) by overnight courier. A notice is deemed given (i) when delivered, if personally delivered, (ii) at the time indicated on the return receipt, if delivered by certified mail, or (iii) at the time the party or its representative executes the delivery receipt, if delivered via courier. TWTC must provide such notice to Customers billing address, and Customer must provide such notice to TWTC at _301 Commerce Street, Suite 1310, Ft, Worth, TX 76102_, Attn: General Manager. except that if Customer is disconnecting Services for any reason, it must deliver notice to TWTC either by facsimile to 303-803-9638 or by email to 4CustomerCare@twtelecom.com- Notice by facsimile or email is deemed given when delivered. 21. No Waiver. Either Party's failure to enforce any provision or term of this Agreement shall not be construed as a future or continuing waiver of such provision or term of this Agreement. 22. Public Releases, Use of Name: Neither Party may issue a news release, public announcement, advertisement or other form of publicity regarding this Agreement or the Services provided hereunder without the prior written consent of the other Party Customer may not use TNTC's name, Togo or service mark without PNTC's prior written consent. TNTC may not use Customers name and logo in materials presented to analysts and investors nithout prior,vritten consent. 23. Representations and Warranties: Each Party represents and warrants that it, and the person signing on its behalf. is Fully authorized to enter into this Agreement. TNTC represents and warrants that the Services will be performed by qualified and trained personnel in accordance with industry standards. TWTC -aces -not guarantee_, represent or warrant that the Servicetst will be without interruption. TNTC MAKES NO OTHER REPRESENTATIONS OR 'NARRANTIES. EXPRESS OR 1(vIPLIED. EpI�TqHER IN FACT OR/B�Y OPERATION OF LAW. AND DISCLAIfvIS ANY AND ALL 'NARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR ORDINARY p -1AL REC<yRD CITY SECRETARY FT. WORTH, TX version J 1 Rev o-26-09 tw telecom Confidential 4 of 5 24. Severability If any provision hereunder is declared or held invalid, illegal or unenforceable. this Agreement will be revised only to the extent necessary to make such provisions) egal and enforceable. or if impossible, the unaffected portions of this Agreement shall remain in full force and effect so long as the Agreement remains consistent with the Parties' original intent. 25. Survival: The terms and conditions of this Agreement will survive the expiration or termination of this Agreement to the extent necessary for their enforcement and for the realization of the benefit thereof by the Party in whose favor they operate. 26. Relationship of Parties: No Third Parry 9enefic ar es: The Parties are ndependent contractors, and nothing herein creates or implies an agency. jeinl venture or partnership relationship between the Parties. This Agreement shall bind and inure to the benefit of TINTC, Customer, and permitted successors and assigns. The Parties do not intend to create any rights for the benefit of any third parties. 27. Confidenlialih/' Each Parf� may disclose confidential information to the other Party in connection with this Agreement. Confidential information includes any mformatien that is marked confidential or bears a marking of like import. or that the Party disclosing such information states is confidential and then confirms such confidentiality in writing within ten (10) days ('Confidential Information'). Confidential Information may only be used in connection with performance under this Agreement. Confidential Information may not be disclosed except to those employees or affiliates of the receiving Party who have a need to know, or to consultants or subcontractors of the receiving Party who agree to be bound by this Section. Confidential Information does not include information that is generally available to the public through no wrongful act of the receiving Party or is independently developed by the receiving Party. Upon termination or expiration of this Agreement, the receiving Party will return the Confidential Information or destroy it. The obligations of this provision will survive for five years after the termination or expiration of this Agreement. �' ► 4 ASSIS%NT :ITY ATT�7R[�4F OFFICIAL. RECORD CITY SECRETARY F� WORTH, TX v ersinn I t ?ev 3-26-•i9 tw telecom .:ontiaeneal M&C Review COUNC`IML ACTION: Approved on 12/15i2009 �. �P. _��_ _ ��,_,� .. _ �,.�. �. �,�,.� � _a ti, DATE: 12/15/2009 REFERENCE NO.: C-23993 LOG NAME: 04TW TELECOM HOLDINGS02 CODE: C TYPE: NON -CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Execution of a Contract with TW Telecom Holdings, Inc., to Provide Telecommunications Services at the Hazel Harvey Peace Center for Neighborhoods Located at 818 Missouri Avenue for the Information Technology Solutions Department Using a General Services Administration Contract at an Annual Cost of $42,000.00 and a One Time Installation Fee of $1,000.00 ,� �n, �a �� . �,.�:. .��,� � U�u.�� _,, _ o . _ � , RECOMMENDATION: It is recommended that the City Council authorize the execution of a contract with TW Telecom Holdings, Inc., to provide telecommunications services at the Hazel Harvey Peace Center for Neighborhoods located at 818 Missouri Avenue for the Information Technology Solutions Department using General Services Administration Contract No. GS-35F-0426R at an annual cost of $42,000.00 and a one time installation fee of $1,000�00. DISCUSSION• Employees at most City of Fort Worth sites are provided access to information systems and resources via the City's data network. This network provides the connectivity required for computers and workstations at remote sites to access computing systems in the City Hall data center. At most sites outside the downtown area, a key component of this connectivity is one or more telecommunications circuits provided by a public carrier. This Contract will provide for a high speed optical fiber telecommunications circuit from City Hall to the Hazel Harvey Peace Center for Neighborhoods facility. This link will enable network connectivity into the City's existing telecommunications infrastructure, Internet access as well as adequate capacity for video and other similar emerging technologies. The E-Government Act of 2002 authorized General Services Administration (GSA) sales of technology products and services to State and local Governments. Procuring goods and services through this cooperative purchasing program satisfies otherwise applicable bidding requirements. M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the Information Technology Solutions Department and approved by the M/WBE Office because the purchase of goods and services is from sources where subcontracting or supplier opportunities are negligible. RENEWAL OPTIONS — If GSA renews its contract with TW Telecom Holdings, Inc., this Agreement may be renewed in accordance with the terms of the GSA Contract. Should GSA elect to exercise the renewal options, the City will do the same. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the city's obligation during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. http://apps.cfwnet.org/council packet/mc_review.asp?ID=12857&councildate=l2/15/2009 (1 of 2) [12/15/2009 4:55:01 PM] M&C Review • • • - - kil Submitted for City Manager's Office bY: Additional Information Contact: ATTACHMENTS P168 535080 0046002 Karen Montgomery (6222) Peter Anderson (8781I Steve Streiffert (2221) 43 000.00 http://apps.cfwnet.org/council packet/mc_review.asp?ID=12857&councildate=l2/15/2009 (2 of 2) [12/15/2009 4:55:01 PM]