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Home My WebLink AboutContract 20167 CITY CONTRACT NO SECRETARY STATE OF TEXAS 50 COUNTY OF TARRANT This Agreement is entered into between AT&T Communications, Inc. , a Delaware Corporation acting on behalf of the Interstate Division of the American Telephone and Telegraph Company and the AT&T communications interexchange companies (hereinafter "AT&T") and the City of Fort Worth, a home city acting by and through its duly authorized Assistant City Manager, Charles Boswell, hereinafter referred to as "City". WHEREAS, City is responsible for the placement- of public telephones on the premises listed in Attachment A hereto and has arranged for the placement on such premises of public telephones owned and operated by a local exchange telephone company (11LEC11) , the parties agree as follows: 1. City represents and warrants that it is authorized to make decisions concerning public telephone. service at the locations listed in Attachment A, including the right, to select the primary interexchange carrier for operator assisted (110+11) interLATA telephone calls placed from those locations. 2 . City must inform AT&T of the telephone line numbers for each of the LEC public telephones at the its designated locations listed in Attachment A ("locations") and all changes or additions to those numbers. City may direct the appropriate LEC to provide AT&T with such information, but AT&T is not obligated to pay commissions unless and until it has been provided with correct line numbers for the LEC public telephones. OFFICNAL RECORD 3 . City will use its best efforts to retain the Slacement o4 the 'LEC public telephones ' at the locat I IRV Attachment A during the term of this Agreement. If th number of LEC public telephones covered bULAIRWN J ,4904 decreases substantially, AT&T has the rig -t-ro-t-arminate this Agreement. 4. To the extent that applicable rules or regulations permit City to select the interexchange carrier for all 110+11 dialed interLATA calls, City must make arrangements so that all 110+11 interLATA calls from the LEC public telephones at the locations listed in Attachment A are routed to AT&T. City's duty to make such arrangements will continue during and after implementation of a presubscription plan for LEC public telephones, subject to the terms of paragraph 6 of this Agreement. if applicable rules and regulations change so that City is no longer able to select the interexchange carrier for all 110+11 dialed interLATa calls, City's duty to route such calls to AT&T will end, and AT&T will not have any obligation to pay commissions to City. 5. AT&T agrees to pay City a commission as described in Attachment B on the billed revenues for Non-Sent Paid (i.e. , collect, credit card and billed to third number) AT&T calls placed from the LEC public telephones at the locations listed in Attachment A, provided that: a. City complies with all of the requirements in paragraphs 1-4 above. b. City will provide AT&T or its designee with reasonable access to City's records relating to this Agreement. 6. This Agreement began on July 16, 1993 and will expire on July 15, 1994; provided, however, that AT&T may terminate this Agreement with respect to any or all of the locations listed in Attachment A by sending written notice to City if 'the Federal Communications Commission, a State Public Utilities Commission or a court of competent jurisdiction issues an order or ruling which contains terms or conditions that materially and adversely affect this Agreement, its profitability to AT&T, or the ability of AT&T or City to perform its obligations as set forth herein. AT&T has the same right to terminate this Agreement if a LEC implements an equal access plan for its public telephones that does not permit City to select the interexchange carrier for all 110+" dialed interLATA calls. Termination of this Agreement under this paragraph will not give City any right to seek damages from AT&T as long as AT&T complies with its obligations to City up to the date of termination. 7. Except in cases involving willful or wanton conduct, AT&T's liability to City is limited to its obligations to pay commissions as described above. AT&T SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT AT&T HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE) , BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. 8. Any technical or business information or data disclosed or furnished to City by AT&T ("information") , including all information relating to AT&T calls, remains the property of AT&T. When in tangible form, this information must be returned upon request. All such information must be kept confidential by City and be used -2- only in City's performance under this Agreement, unless the information was previously known to City without any obligation of confidentiality or is made public by AT&T. 9. City appoints AT&T to act in City's name to handle all arrangements with LEC's to select AT&T as the 110+" carrier for all current and any future LEC public telephones installed in all locations under City's control. It is understood that only one 110+" long distance company may be selected for a LEC public telephone, and that the selection of more than one 110+" long distance company for a LEC public telephone may invalidate any choice. It is further understood that there may be a charge by the LEC(s) for each public telephone line if there is a charge in choice of 110+" long distance companies following the initial selection. 10. Any notices, invoices, current statements or commission checks required under this agreement shall be conclusively determined to have been delivered to either party at the time same is determined to have been delivered to such party at the time same is deposited in the Untied States mail, in a sealed envelope with sufficient postage attached, addressed to such party at the address listed below: City of Fort Worth Attn: Superintendent, Electronics Services Division City of Fort Worth 1515 11th Avenue Fort Worth, Texas 76102 AT&T Communications Inc. , Attn: Account Executive for City of Fort Worth 5501 L.B.J. Freeway, Room 226 Dallas, Texas 75240 11. AT&T shall perform all work and services hereunder as an independent contractor and not as an officer, agent, servant or employee of City. AT&T shall have the exclusive control of, and exclusive right to control, the details of its work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and ommissions of its officers, agents, servants, employees, contractors and subcontractors. The doctrine of respondeat superior shall not apply as between City Trustee and AT&T, its officers, agents, employees, contractors and subcontractors. Nothing herein shall be construed as creating a partnership or a joint enterprise between City and AT&T, its officers, agents, employees, contractors and subcontractors. -3- 12 . Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance, or non-performance of this agreement, venue for said action shall lie in Tarrant County, Texas. This agreement and any action in connection herewith is and shall be governed, construed and enforced by the laws of the State of Texas. 13 . The failure of City or AT&T to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of the rights of City and AT&T to assert or rely upon any such term or right on any future occasion. 14. In case any one or more of the provisions contained in this agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 15. Neither AT&T or City may assign any or all of its rights under this agreement without the express written consent of the other, which consent shall not be unreasonably withheld or delayed. This agreement shall be binding upon the parties, their successors and assigns. 16. This Agreement and any attachments hereto constitute the entire understanding between the parties. They supersede all prior understandings, oral or written representations•, statements, negotiations, proposals and undertakings with respect to the subject matter hereof. All amendments to this Agreement must be in writing, must refer specifically to this Agreement and must be signed by authorized representatives of the parties. -4- IN WITNESS WHEREOF, the partite a eto have exec a this agreement in multiples in this c�' day of , 1994 to be effective as of July 16, 1993 . AT&T COMMUNICATIONS, INC. THE CITY OF FORT WORTH By• �� - By: �- Title: JOANNE PRUPOROWSKI Title: &j." �� aTiorrs-P 181 tage Address: nn Address: .!E56 Z L-.8 1 2 0 1000 Throckmorton Fort Worth, Texas 76102 APPROVED AS TO FORM AND ATTEST: LEGALITY: By: Senior Attorney ity Secretary Date: D, /gF APPROVED AS TO' FORM AND l T/ LEGALITY: Contract Authorization � Zee �. Date City Attorney Date: f -S -5- 9 - y �uataua��y MST V n NMQOQnNt f) -+tAO•-aMi'1ffi:-, L+Mu� InNMInNOaO�anOn0000�+NmON v �nnn 0000000000 T T T T T T T T 00 T T T T I I I I i I• I I I I I I I I I I I I I I I I I N�NIt 1t!')Nlfilill!')N .•+ -+ �NtA�tAN v 'c' nnnn - f`1 l"')CriMMMMMMMM V"G V 00 000 ,O1001 O 1 1 1 1 1 1 1 f i i 1 1 1 1 I I I I I I I i l l 1.4 1-4 r�nnnnnnn maommmmmmmaammmmmmmmma,mmmm lJJ rMVrtOFIntYGfJ�al• WMtp M'1.1mVrONmV.. 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The commission rate payable to City for the location listed in Attachment A and the term of the is Agreement are set forth below: Total Number of Public Telephones Commission Rate At a Location Routing 110+11 On Billed Revenues for InterLATA Calls to AT&T Non-Sent Per Attachement A Paid AT&T Calls From LEC Public Phones 147 22% 2 . AT&T Non-Sent Paid Revenues will be calculated based on a monthly period beginning on the 16th day of each calendar month and ending on the 15th day -of the following month. AT&T reserves the right to pay commissions on a quarterly or semi-annual basis. -7- City of Fort Worth, Texas Mayor and Couizcil Communwation DATE REFERENCE NUMBER LOG NAME PAGE 01/04/94 **C-1412`7 12TELE 1 of 1 SUBJECT CONTRACT FOR PUBLIC LONG DISTANCE SERVICE FOR THE CITY OF FORT WORTH PUBLIC TELEPHONES RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a contract with AT&T'Coirirr�unications�, Inc for a twenty-two percent (22%) commission payable to the City of Fort Worth for public long distance service on public telephones on City property. DISCUSSION: Since 1989, the City of Fort Worth has been receiving payment under a contract with AT&T Communications, Inc., for public long distance service on public telephones on City property. The current contract with AT&T Communications, Inc., which paid the City of Fort Worth an eighteen percent (18%) commission, automatically renewed on June 15, 1993. AT&T has offered the City of Fort Worth a new contract under which the City would receive a twenty-two percent (22%) commission. The term of the new contract would run from July 16, 1993 to July 15, 1994 and renew for successive one-year periods unless, terminated by either party thirty (30) days prior to the expiration of the contract term. The City of Fort Worth could expect an estimated revenue of Twenty-four Thousand dollars ($24,000) under the new contract. It is anticipated that upon expiration of the new contract, the City will solicit bids from all long-distance carriers who desire to become the provider of public long distance service on public telephones on City property. FISCAL INFORMATION/CERTIFICATION: The Director of Fiscal Services certifies that the Department of Information Systems and Services, Electronic Services Division, is responsible for collecting revenue due the City under this contract. CB:m r , r //5 .��iL�/ T N �, GV�c./"�(/--"i/'✓'C.``G'�/7 L/ t �.7-/r GrV` /d/..-[x" 1�,.�C..G� ,r/�i/J"�2.f Submitted for City Manager's FUND I ACCOUNT,/ CENTER AMOUNT CITY SECRETARY Office by: (to) APPROVED Charles R.Boswell 8500 PI68 422022 0046002 CITY COUNCIL Originating Department Head: JAN 4 Wade Adkins 7623 (from) /A EM`.I p For Additional Information city secra??ar'G otf the Contact: City of Fort Worth,"fexas Wade Adkins 7623 ®�Printed on recycled paper