HomeMy WebLinkAboutContract 52027 •. CITY SECRETARY
Frontier CONTRACTNO. 5�a� FRONTIER SERVICES AGREEMENT
COMMUNICATIONS TERMS AND CONDITIONS
Frontier Confidential
This Frontier Services Agreement("FSA")is effective as of November 28,2018 may be agreed to by Frontier,act as Customer's agent for ordering facilities
by and between Frontier Communications of America,Inc.on behalf of itself provided by other carriers to allow such connection of Customers locations to
and its affiliates which provide Equipment and Services identified in the Frontiers Network or to the network of an underlying carrier or service.
Schedules("Frontier"),and City of Fort Worth,whose primary address is 200
Texas Street,Fort Worth,TX 76102("Customer"). g. Customer is responsible for all charges billed by other carriers or
third parties. Frontier shall not be responsible for the installation,operation,
repair or tntenance or performance of are or
service not provided directly by Frontier. Customer is responsible to provide
equipment compatible with the Service or Equipment and Frontier's Network,
1. Provision of Services and Equipment and any wiring required to extend a communications termination and/or
demarcation at the Customer premises.Customer will provide suitable building
a. Frontier will provide and the Customer agrees to pay for the facilities for the provision of Services in accordance with local codes,including
communications,installation and maintenance services(collectively"Service'), but not limited to ducting, conduit, structural borings, etc. for cable and
and/or purchase or lease equipment ("Equipment"), including as previously conductors in floors,ceilings and walls;electrical service with suitable terminals
provided and / or as described in this FSA and Schedules executed by and power surge protection devices;and metallic grounds with sufficient slack
Customer.This includes Services and Equipment provided by Frontier prior to in the equipment room, installed in conformity with the National Electrical
the effective date hereof. Code and local codes,and Frontier's installation standards.
b. Customer acknowledges that certain Services may be governed by h. Customer is solely responsible for the selection, implementation
tariff or price schedule filed with the Federal Communications Commission and maintenance of security features for protection against unauthorized or
and/or the state public utilities commission.In the event of any inconsistencies fraudulent use of the Services and Equipment.Customer is solely responsible
between this FSA and an applicable tariff,the tariff shall control except with for(a)ensuring that all of Customer's data is adequately secured,documented
respect to pricing,early termination charges or cancellation charges for which and backed-up at all times and(b)reimbursing Frontier for costs incurred by
this FSA shall control. Frontier related thereto. Frontier and its contractors are not responsible or
C. Frontier will provide, maintain and repair the Frontier owned liable for data loss and/or unauthorized or fraudulent use of Customer Services
facilities and equipment used to provide the Services('Frontier('s)Network"), or Equipment for any reason and Customer agrees to reimburse Frontier for
up to and including the point at which Frontier's Network is made available for costs incurred by Frontier related thereto.
interconnection to Customers premises equipment or inside wiring. Customer 1. Frontier will manage the Frontier Network in Frontier's sole
shall provide Frontier reasonable access to Customers premises during normal discretion, and reserves the right to substitute, change or rearrange any
business hours for the purpose of installing, inspecting,testing, rearranging, equipment or facilities used in delivering Services or provisioning the
repairing or removing any Frontier Network components,including obtaining Equipment. Frontier will endeavor to provide reasonable notice prior to any
approvals, permits or licenses from third parties as necessary. Customer will scheduled maintenance,planned enhancements or upgrades,which may result
cooperate in good faith and provide all reasonable information and in a degradation or disruption in Service. Frontier reserves the right to suspend
authorizations required by Frontier for the purpose of installing Services and/or Service for emergency maintenance to Frontier's Network without notice to
Equipment, performing routine network grooming, maintenance, upgrades, Customer. Customer shall designate a primary contact for receipt of such
and addressing emergencies,including but not limited to design layout records notice.
of any Customer or third party network elements to be connected to the
Services and Letters of Agency allowing Frontier to act on the Customers J. Customer represents and warrants that its use of the Service and
behalf related to the Services and auxiliary third party services. Equipment will comply and conform with all applicable federal,state and local
laws, administrative and regulatory requirements and any other authorities
d. Only authorized agents and representatives of Frontier may perform having jurisdiction over the subject matter of this FSA and Customer will be
maintenance work with respect to Frontier's Network. Any repair,alteration, responsible for applying for, obtaining and maintaining all registrations and
configuration or servicing of Frontiers Network, Services or Equipment by certifications which may be required by such authorities with respect to such
Customer or third parties without the written consent of Frontier is a material
use.
breach of this FSA and cause for termination at Frontier's option.
k. Except as expressly identified in a Schedule, Customer and its
If Frontier is unable to commence performance hereunder due to employees shall be the only permitted end-user of the Services and leased
circumstances within Customer's control, any related costs incurred by Equipment. Customer shall not resell or bundle the Services or leased
Frontier,including but not limited to travel at normal rate and overtime labor Equipment, nor permit any third party to access the Services or leased
rate expenses, will be reimbursed by Customer. Customer will reimburse Equipment in exchange for compensation of any kind.
Frontier for all costs incurred for installation, maintenance and repair if: (i)
Frontier's Network is altered,maintained or repaired by any party other than 2. Term
Frontier, without Frontier prior written consent, (ti) the malfunction of the
Service or Equipment is the result of mishandling, abuse, misuse, improper The term of this FSA will commence as of the date identified in the introductory
operation, improper storage, or improper installation by anyone other than paragraph above and will continue through the Service Term with respect to
Frontier (including use in conjunction with equipment electrically or any Service or Equipment provided pursuant to this FSA. Customer will
mechanically Incompatible); (iii) if the problem originated from a source purchase the Services,or lease Equipment,identified in each Schedule for the
unrelated to Frontiers Network; or performance is hindered while under period of time stated in the Schedule even if arising heretofore(the"Service
Customers control. Term"). Unless otherwise stated in the Schedule,the Service Term and billing
for the Service, will begin upon the earlier of (i) Customers use of the
e. Customer will provide (t) suitable building facilities (including but applicable Service(s) or Equipment or (ti) five (5) days following Frontier's
not limited to space,circuitry,power,backup power,and surge protectors)for installation of such Service(s) or Equipment, and such date Is deemed the
the Installation, operation, and maintenance of Frontier's Network in commencement of the applicable Service Term. if neither party provides the
accordance with manufacturer's documentation and Frontier's installation other with written notice of its intent to terminate a Service at least sixty(60)
standards, more fully described in the applicable Schedule; and (ii) a well- days prior to expiration, the Service Term of each Service will automatically
lighted and safe working area that complies with all local safety standards and renew for additional one-year periods,subject to the terms and conditions of
regulations. this FSA and at the then applicable one-year term rate,excluding promotional
rates.If the parties agree to negotiated renewal terms,such terms will not be
411- The Services or Equipment may be connected with the services or effective unless and until documented in writing-and .tQs by
FfacIftes of other carriers. Frontier may,when authorized by Customer and as �+
R 9re`r.'2 18 .pp�D Page 1 of 5 I:tb®R®
10,F .. SECRETARY
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Frontier FRONTIER SERVICES AGREEMENT
COMMUNICATIONS TERMS AND CONDITIONS
Frontier Confidential
Customer for any reason other than breach by Frontier or by Frontier due to
Fiscal Funding Out.In the event no funds or insufficient funds are.appropriated Customer's breach, then Customer shall pay Frontier a termination charge
by Customer in any fiscal period for any payments due hereunder,Customer equal to the applicable MRC and all related taxes and surcharges multiplied by
will notify Frontier of such occurrence and this FSA shall terminate on the last the number of months remaining in the Service Term. Partial months shall be
day of the fiscal period for which appropriations were received without penalty prorated.
or expense to the Customer of any kind whatsoever,except as to the portions C. Customer agrees that Frontier's damages in the event of early
of the payments herein agreed upon for which funds have been appropriated. termination will be difficult or impossible to ascertain, and that the charges
identified in this Section are intended, therefore, to establish liquidated
Duties and Obligations of the Parties. in the event that this FSA is terminated damages in the event of termination and are not intended as a penalty. Upon
prior to the Expiration Date,Customer shall pay Frontier for services actually termination of this FSA for any reason, Frontier shall provide Customer with
rendered up to the effective date of termination and Frontier shall continue to copies of all completed or partially completed documents prepared under this
provide Customer with services requested by Customer and in accordance with FSA.In the event Frontier has received access to Customer information or data
this FSA up to the effective date of termination.. as a requirement to perform services hereunder, Frontier shall return all
3. Payment Customer provided data to Customer in a machine readable format or other
format deemed acceptable to Customer or provide a certificate as to the
a. Customer shall pay all charges set forth in the Schedules and in destruction thereof.
applicable tariffs during the Service Term. Frontier will invoice Customer any
non-recurring charges("NRC"),monthly recurring charges('MRC"),and usage S. Limitation of Liability and Warranty Provisions
based charges.
b. In addition to the applicable charges set forth in the tariffs and a• The liability of Frontier and its affiliates related to this FSA or the
Schedules,Customer shall pay all applicable federal,state or local sales,use, Service or Equipment provided under this FSA, shall in no event exceed the
privilege,gross receipts,utility,value added,excise or other taxes(excluding limitations of liability set forth in the applicable tariffs, or regulatory rule or
taxes based on Frontier's net income),or any charges in lieu thereof,and any order.If there is no applicable tariff,regulatory rule or order,the total amount
applicable surcharges or fees, whether government mandated or Frontier Paid for the applicable Service or Equipment during the prior 12 months. In
initiated including but not limited to Primary Interexchange Carrier Charge, cases of an Outage,Frontier's liability shall be limited to 1/720 of the MRC for
Federal Pre-Subscribed Line Charge, Carrier Cost Recovery Surcharge, E-911, each hour after Frontier is notified of the Outage. An "Outage" is an
and Universal Service and Local Number Portability,in the amounts applicable interruption in Service or use of the Equipment caused by a failure of Frontier's
at the time of billing. Customer shall also be responsible for third party charges Network, excluding degradation or disruption due to planned or emergency
maintenance or an event outside Frontier's direct control. Notwithstanding the
and penalties incurred as a result Customers use of the Services or above, Frontier will not be liable to Customer for interruptions in Services or
Equipment and/or unauthorized or fraudulent use thereof due to Customers Equipment caused by failure of hardware or software, failure of
conduct.
communications services,power outages,or other interruptions not within the
c.All payments shall be due within thirty(30) days of the invoice date complete control of Frontier. In addition,there will be no credits,reductions or
and,in addition to and not in lieu of any other remedies Frontier may have set-offs against charges for Services or Equipment, or for interruptions of
hereunder or under the law as a result of Customers failure to pay, late Services or Equipment,except as expressly set forth herein.
payments shall be subject to a late payment fee of the lesser of one and one-
half percent(1.5%)per month or the maximum allowed by law. In the event b. IN NO EVENT WILL FRONTIER OR ITS AFFILIATES BE LIABLE FOR ANY
Customer disputes any invoiced amount, Customer will pay all charges not LOST PROFITS OR BUSINESS OPPORTUNITIES, OR FOR ANY OTHER SPECIAL,
disputed,and notify Frontier of the dispute in writing,providing an explanation INCIDENTAL,INDIRECT,EXEMPLARY,PUNITIVE OR CONSEQUENTIAL DAMAGES,
of the basis for the dispute. If Frontier does not receive notice of a payment EVEN IF ADVISED OF THE POSSIBILITY THEREOF. FRONTIER AND ITS AFFILIATES
dispute by Customer within ninety (90) calendar days after the date of an SHALL NOT BE LIABLE FOR ANY LOSS,LOSS OF USE,COST,CLAIM OR EXPENSE
invoice,such invoice will be final and not subject to further challenge. For the EXPERIENCED OR INCURRED BY CUSTOMER OR THIRD PARTIES RESULTING
purpose of computing partial month charges,a month will consist of thirty(30) FROM THE USE OF THE SERVICES OR EQUIPMENT PROVIDED HEREUNDER,
calendar days.Frontier reserves the right to immediately suspend or terminate INCLUDING BUT NOT LIMITED TO DAMAGE, LOSS OR LOSS OF USE OF
any or all Services or the installation or lease of any or all Equipment if CUSTOMER DATA OR FRAUD BY THIRD PARTIES.
Customer is overdue more than thirty(30)days for payments that have not C. Frontier warrants that Frontiers Network will be maintained in good
been disputed in good faith. working order. if any Service does not function substantially in accordance
d. In compliance with Article 11 4 5 of the Texas Constitution,it is with applicable Service specifications as a result of Frontiers failure to maintain
understood and agreed that all obligations of Customer hereunder are subject Frontiers Network(excluding degradation related to the acts or omissions of
to the availability of funds. if such funds are not appropriate or become Customer or anyone using the Services,a force majeure event,or scheduled
unavailable, Customer shall have the right to terminate this FSA except for maintenance), Frontiers sale obligation is to repair the affected Service at
those portions of funds which have been appropriated prior to termination. Frontiers expense. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, AND FRONTIER DISCLAIMS ALL OTHER
4. Cancellation and Early Termination Charges WARRANTIES WITH RESPECT TO FRONTIER'S NETWORK, SERVICES OR
a. If Customer cancels any Service or Equipment prior to delivery of EQUIPMENT PROVIDED PURSANT TO THESE TERMS INCLUDING, WITHOUT
any Equipment or installation of the Service or Equipment,Customer shall pay LIMITATION,ANY WARRANTY OF NON-INFRINGEMENT,MERCHANTABILITY OR
a cancellation charge equal to the NRC and one (1) month of MRC for the FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION. FRONTIER DOES NOT
Service, plus the total costs and expenditures of Frontier in connection with WARRANT THAT THE SERVICES OR EQUIPMENT OR ACCESS OR OPERATION OF
establishing the Service prior to Frontiers receipt of notice of cancellation, THE SERVICES OR EQUIPMENT WILL MEET CUSTOMER'S NEEDS, OR WILL BE
including but not limited to any Equipment restocking fees. UNINTERRUPTED,ERROR-FREE,OR SECURE.
b. Following installation, Customer may terminate a Service or d. This FSA shall not be construed as granting a license with respect to
Equipment by providing at least thirty(30)days prior written notice to Frontier. any patent,copyright,trade name,trademark, service mark,trade secret or
All unpaid amounts shall be due upon termination of any Service identified in a any other intellectual property, now or hereafter owned, controlled or
Schedule for any reason.In addition,and unless otherwise specifically provided licensable by Frontier. Customer agrees that Frontier has not made,and that
in the applicable Schedule, if any Service or Equipment is terminated by there does not exist, any warranty, express or implied, that the use by
Customer of Frontiers Services and/or the Equipment provided under this FSA
Ver.2018.08 Page 2 of 5
Frontier
FRONTIER SERVICES AGREEMENT
COMMUNICATIONS TERMS AND CONDITIONS
Frontier Confidential
will not give rise to a claim of infringement,misuse,or misappropriation of any Frontier's services,provided Frontier does not make any representation with
intellectual property right. respect to Customer and does not attribute any endorsements to Customer,
without Customer's prior written consent. In addition, Frontier may publicly
e. Customer agrees that the Services and Equipment, and Frontier's identify Customer as a new customer of Frontier or an existing customer
performance hereunder are subject to the terms, conditions and restrictions obtaining expanded or additional services from Frontier,as the case may be.
contained in any applicable agreements (including software or other
intellectual property license agreements) between Frontier and Frontier's S.Breach
vendors.
a. If either party commits a material breach of this FSA, the non-
f. No action, regardless of form, arising out of this FSA or the breaching Party must give written notice to the breaching party that describes
Schedules may be brought more than two(2)years after the cause of action the breach in reasonable detail. The breaching party must cure the breach
has arisen or charges have been billed whichever is earlier. The parties hereby thirty(30)calendar dayt after receipt of notice from the non-breaching party,
waive the right to invoke any different limitation on the bringing of actions or other time frame as agreed to by the parties.If the breaching party fails to
provided under applicable law. cure the breach within the stated period of time,the non-breaching party may,
in its sole discretion,and without prejudice to any other right under this FSA,
6. Indemnification
law,or equity,immediately terminate this FSA as its exclusive remedy by giving
Customer shall indemnify,defend and hold Frontier and its affiliates,and their written notice to the breaching party.
respective directors, officers, employees, successors, assigns and agents,
harmless from and against any and all claims,loss,damage,cost or expense b. Breach by Customer: If Customer fails to make any payment when
(including reasonable attorneys'fees)to the extent arising out or relating to due and such failure continues for five(5)days after notice,or Customer fails
any claim, action or proceeding brought by any third party based upon: to comply with any other term or condition of this FSA or any Schedule and
(i)Customer's breach of this FSA; (ii)Customer's negligence or willful such failure continues for thirty(30)days after notice,then Frontier may either
misconduct in the performance of its obligations under this FSA;(iii)use of the suspend the applicable Schedule (or any portion thereof) until the breach Is
Equipment or Services, including but not limited to the content of remedied, terminate the applicable Schedule (or any portion thereof), or
communications transmitted thereby; (iv)any infringement of intellectual terminate this FSA and all Schedules. Notwithstanding the foregoing,Frontier
property or misappropriation of any patent,copyright,trademark,trade secret may immediately suspend Services and,after giving notice to Customer with an
or other proprietary right arising from Customer's or any other person's use of opportunity to respond appropriate to the circumstances and Customer's
the Equipment or Services,any combination of the Equipment or Services with failure to respond,Frontier may terminate any or all Services,retrieve Frontier
other products or services not provided by Frontier,or any modification of the Network elements from the service location and Equipment for which title has
Equipment or Services by anyone other than Frontier, (v)any bodily Injury not transferred to Customer,in the following circumstances: (i)in the event of
(including illness or death)or property damage caused by Customer or anyone unauthorized,unlawful or improper use or abuse of the Frontier Network or
within its control. The obligations under this Section 6 are independent of any Service;(ii)if,in the reasonable judgment of Frontier,Customer's use of the
other obligation under this FSA. Frontier Network or Service has or will damage or have an adverse effect on
Frontier's Network, its personnel, property or service; (iii) such action is
7. Confidentiality necessary to meet the exigencies of an emergency; or(iv) a court or other
a. Customer is a government entity under the laws of the State of governmental authority having jurisdiction issues an order prohibiting Frontier
Texas. As such,both parties agree that all terms and conditions set forth in this from furnishing the Equipment or Services to Customer.
FSA shall be considered confidential,and that details of the terms of this FSA, 9. Force Majeure
shall not be disclosed to third parties,other than affiliates,employees,agents
or contractors who have a need to know such information in the scope of their In no event will Frontier or its affiliates be liable for any delay in performance
employment or engagement,without the prior written consent of the other directly or indirectly caused by events beyond their control,including,but not
party,unless required by law and subject to disclosure under the Texas Public limited to:acts or omissions of Customer,its agents,employees or contractors;
Information Act. acts of God;acts of the public enemy;acts of the United States,a state or other
political subdivision; fire, Floods or other natural disasters; accidents; wars;
b. Customer and Frontier may disclose to each other information that terrorism; cyber security events;labor disputes or shortages;and inability to
is confidential in nature. In order to receive confidential treatment,all such obtain material,power,equipment or transportation.
information (hereafter "Information") shall be either (i) clearly marked as
confidential if written, or clearly identified as confidential if oral or (ii) 30.Assignment
reasonably understood by the recipient, based on the nature of the This FSA may not be assigned by either party without the other party's prior
Information or the circumstances of disclosure, to be confidential or written consent,which consent shall not be unreasonably withheld or delayed,
proprietary to the discloser. Except as required by law or regulation,Customer except that Frontier may assign this FSA to any successor to the business of
and Frontier agree not to disclose any Information to any third party and to Frontier by merger, consolidation or sale of assets or to any corporation
keep Information in a secure place available only to employees, affiliates, controlling,controlled by or under common control with Frontier. Frontier may
contractors or agents who are subject to obligations of confidentiality no less subcontract portions of the work to be performed hereunder to provision the
restrictive than those set forth herein,and who need to know the Information Services or Equipment.
for purposes of the business dealing between Customer and Frontier,and to
use Information only in connection with such business dealings.This Section is 11. Work Site Conditions
enforceable by injunction. Disputes on disclosure reasons will be decided by
the Office of the Attorney General of the State of Texas or by a court of a. If asbestos,or material containing asbestos,or any other hazardous
competent jurisdiction. or toxic materials are discovered during work pursuant to this FSA,Frontier will
suspend its work for a reasonable period of time to permit Customer to engage
C. Information will lose its confidential status if obtained legitimately a qualified firm to remove and dispose of the asbestos or other toxic or
from a third party without restriction or upon the expiration of five(5)years hazardous materials from the site. Such suspension may result in an equitable
from delivery of each item of Information. Information shall remain the adjustment to the charges identified in the related Schedule, based on any
property of the disclosing party and shall be returned to such party on request increase in costs incurred by Frontier.
or upon termination of the business dealing between Customer and Frontier. b. Customer agrees to release,indemnify, defend and hold harmless
Notwithstanding anything herein to the contrary,Frontier shall have the Frontier from and against any damages, losses, claims, demands or lawsuits
right to include Customer's name in a public list of current customers who use arising out of or relating to the presence, removal or disposal of asbestos or
Ver.2018.08 Page 3 of 5
Fron}'pr FRONTIER SERVICES AGREEMENT
COMMUNICATIONS TERMS AND CONDITIONS
Frontier Confidential
any other hazardous or toxic material from the Customers premises or location certified US Mail),or on the next day after the sending of the notice if sent
where Services or Equipment will be installed. overnight mail,or three(3)days after mailing if by regular mail to the address
12. Title and Risk of Loss of the party designated to receive such notice.
a. Risk of loss or damage for Frontier Network elements installed at a 19. Independent Relationship
Customer designated service location shall pass to Customer at time of delivery Each party understands and agrees that it and its personnel are not employees
to Customer. of the other party,and that each party is an independent contractor hereunder
b. Any Frontier Network elements or Equipment installed at for all purposes and at all times.
Customer's premises or location where Services or Equipment will be installed 20. Dispute Resolution
(which is leased or for which title has not transferred to Customer)remain the
personal property of Frontier or Frontiers assignee, notwithstanding that it Except as otherwise specifically provided in or permitted by this FSA, all
may be or become attached to or embedded in realty,and upon termination of disputes arising in connection with this FSA shall first be resolved through good
this FSA or any Schedule (in whole or in part),all Frontier property shall be faith negotiation. If,after negotiating in good faith for a period of ninety(90)
returned to Frontier in the same condition as installed,normal wear and tear calendar days or any agreed further period,the parties are unable to resolve
excepted. Customer will not tamper with, remove or conceal any Frontier the dispute,then each party may seek resolution by exercising any rights or
identifying plates,tags or labels.In the event Frontier roe remedies available at law or in equity.
fy g p g property rty is not returned
to Frontier in accordance with this Section,Customer will be billed for and pay
to Frontier an amount equal to the retail value of the Frontier property,except 21. Authorization and Entire Agreement.
to the extent such failure is caused by the negligence or willful misconduct of
Frontier or its agents.
13. Competition
Customer recognizes the availability of competitive alternatives for receiving
the Services and Equipment provided under this FSA,and has freely elected to
enter into this FSA in order to receive the benefits it offers.
14. Government Regulation
To the extent that any Service(s) provided hereunder are subject to the
jurisdiction of the Federal Communications Commission ("FCC") or any state
public utilities commission or other regulatory agency,this FSA shall at all times
be subject to changes, modifications, orders and rulings by the FCC and/or
state public utilities commission or other regulatory agency. Frontier reserves
the right to suspend,modify or terminate any Service without liability where
any statute, regulation and/or ruling, including modifications thereto, by any
regulatory agency(including the FCC),legislative body or court of competent
jurisdiction, (i) prohibits, restricts or otherwise prevents Frontier from
furnishing such Service, or (ii) has a material negative impact on Frontier's
performance hereunder or the benefits provided by this FSA.If provision of any
Service pursuant to this FSA is subject to advance approval of the FCC and/or
any state public utilities commission,this FSA shall not become effective with
respect to such Service until after receipt by Frontier of written notice of such
approval.
15. Governing Law
The FSA and the rights and obligations of the parties hereto shall be governed
by,and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought
under this FSA shall be in a court of competent jurisdiction in Tarrant County,
Texas.
16. No Waiver
If either parry fails,at any time,to enforce any right or remedy available to it
under this FSA,that failure shall not be construed to be a waiver of the right or
remedy with respect to any other breach or failure by the other party.
17. Severability
A declaration by any court,or other binding legal source,that any provision of
this FSA or any Schedule is illegal and void, will not affect the legality and
enforceability of any other provisions of this FSA, unless the provisions are
mutually dependent.
18. Notice
All notices provided pursuant to this FSA will be in writing and delivered by
registered or certified US Mail, postage prepaid,or by commercial overnight
delivery service, or by facsimile, or by regular mail and shall be deemed
delivered either on the date of return receipt acknowledgment(in the case of
Ver.2018.08 Page 4 of 5
• �f
Frontier FRONTIER SERVICES AGREEMENT
COMMUNICATIONS TERMS AND CONDITIONS
Frontier Confidential
Each party represents that the person executing this FSA is authorized to enter H. No Boycott of Israel. Frontier acknowledges that in accordance with
into this FSA on its behalf.This FSA and any Schedules executed by the parties Chapter 2270 of the Texas Government Code, Customer is prohibited
constitute the entire agreement between the parties pertaining to the subject from entering into a contract with a company for goods or services unless
matter herein and supersedes all prior oral and written proposals, the contract contains a written verification from the company that it:(1)
correspondence and memoranda with respect thereto.This FSA may not be does not boycott Israel;and(2)will not boycott Israel during the term of
modified,amended or supplemented except by written agreement signed by the contract. The terms "boycott Israel" and "company'shall have the
an authorized representative of each party. Notwithstanding anything meanings ascribed to those terms in Section 808.001 of the Texas
otherwise stated, a Customer purchase order document (whether signed by Government Code. By signing this FSA, Frontier certifies that Frontier's
one or both parties) shall be construed solely as evidence of Customer's signature provides written verification to Customer that Frontier:(1)does
internal business processes,and the terms and conditions contained thereon not boycott Israel;and (2)will not boycott Israel during the term of this
shall be void and of no effect or application toward this FSA. FSA.
22. Additional Provisions.
i.Right to Audit. Frontier agrees that Customer shall,until the expiration
of three(3)years after final payment under this FSA,the right to conduct
a. Reserved: one (1) audit provided Frontier receives written notice no later than
ninety (90) days in advance and that for such audit (a) reasonable
b. Sovereign Immunity. Nothing herein constitutes a waiver of accommodations and relevant documentation will be made available
Customer's sovereign immunity. during normal working hours, (b)Customer will have access to and the
right to examine any directly pertinent books, documents, papers and
records of Frontier involving transactions relating to this FSA,(b)Frontier
C. Reserved, agrees that Customer shall have access during normal working hours to all
necessary Frontier facilities and shall be provided adequate and
appropriate workspace in order to conduct same in compliance with the
d. Reserved provisions of this section. Customer shall give Frontier reasonable
advance notice thereof.
e. Reserved
f. Reserved.
g. Immigration Nationality Act. Customer actively supports the
Immigration&Nationality Act(INA)which includes provisions addressing
employment eligibility, employment verification, and nondiscrimination.
Frontier shall verify the identity and employment eligibility of all
employees who perform work under this FSA.Frontier shall complete the
Employment Eligibility Verification Form(1-9),maintain photocopies of all
supporting employment eligibility and identity documentation for all
employees, and upon request, provide Customer with copies of all 1-9 Q`; •.,�j
forms and supporting eligibility documentation for each employee who -�a,:' ''•:��
performs,at the Customer's premises,work under this FSA.Frontier shall 11
�}� ,�
establish appropriate procedures and controls so that no services will be A61f�i U L (�
performed by any employee who is not legally eligible to perform such -
services.Frontier shall provide Customer with a certification letter that it
has complied with the verification requirements required by this FSA.
Frontier shall indemnify Customer from any penalties or liabilities due to A,i g• V �, !'rl �reCre
violations of this provision.Customer shall have the right to immediately 1Y1 J !, l.. OA�• M',
terminate this FSA for violations of this provision by Frontier.
Frontier Communications of America,Inc. CRy of Fort Worth
f
Signature: �/A�%r-mow l./ wZ;t1elA Signature: a —
Chad Winkle �(�✓:�..�1.1�
Printed Name: Printed Name: San 9}`anis
Title: SVP Commercial Sales Title: Assistant City Manager
Date: 2/2812019 Date: 31 KJ q
Contractual Notice: Contractual Notice: City of Fort Worth
Frontier Communications 200 Texas Street
111 Field Street Fort Worth,TX N102
Rochester,NY 14620 Attn: A sista ty Manager
Attn:Legal Department
®FFICIAI.RECORD —
Ver.2018.08 CITY�> TARY D, S67& sistant City Attorney
FT. WVOwRn7H.TX
Frontier Communications Services Agreement
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
S eve Streif ert
Assistant Director,IT Solutions Department
OFFICIAL RECOR
CITY SECRETARY
FT.WORTH,''y,