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HomeMy WebLinkAboutContract 29710 Cr'y SECRETARY CCINTRACT NO. CONVERGENT BILL AGREEMENT ADDENDUM This Convergent Bill ("Agreement") is entered into as of the date of the last signature hereto (the "Effective Date") between SBC Global Services, Inc., on behalf of Ameritech Illinois, Ameritech Indiana, Ameritech Michigan, Ameritech Ohio, Wisconsin Bell d/b/a Ameritech Wisconsin, Pacific Bell Telephone Company,Nevada Bell Telephone Company, Southwestern Bell Telephone Company, and The Southern New England Telephone Company, (collectively herein referred to as "SBC"), and the City of Fort Worth. ("Customer"). 1. Service Description SBC will provide customer with a Convergent Bill that is a monthly summary only invoice that combines the charges incurred by Customer across all participating SBC telephone companies. The Customer can select the quantity of Convergent Bills it would like to receive, and label up to five (5) levels of hierarchy, which will be used for sorting charges within the Convergent Bill. Customer will still receive regional invoices from the participating SBC telephone companies, but these invoices will be marked "do not pay" because their balance due amounts will have been transferred to the Convergent Bill. Customer Billed Telephone Numbers ("BTNs") and Billing Account Numbers ("BANs") that will NOT be billed using the Convergent Bill are set forth in Schedule A to this Agreement. The Convergent Bill is being offered to Customer, because Customer receives one hundred or more individual bills from SBC and Customer desires to receive one bill. 2. Term The term of this Agreement shall be five years or the term of Customers' other written Agreement with SBC, to which this is an Addendum, whichever is less, unless one party provides ninety (90) days notice of its intent to terminate. 3. Customer Obligations: a) Customer agrees that it is financially responsible for all Convergent Bills prepared under this Agreement, regardless of the bill payer named on the individual Convenient Account. b) Subject to current regulations governing SBC: 1) Customer agrees to pay the Convergent Bill balance due no later than twenty-four (24) days from the date of the Convergent Bill; Customer agrees to pay a Late Payment Charge per the schedules as approved by the states in which the Customer has services, calculated against the Convergent Bill current balance due, less any pending claims, in the event Customer payment is not received within twenty-four (24) days; and, Customer agrees to pay a dishonored check fee in the amount of$10.00 per dishonored check, per payment, in the event that a Customer payment is returned to SBC in the form of a dishonored check. `` Ulm 8/15/02 1 CITY SECRETARY CONTRACT No. Term Pricing Plan for Governmental Entities M190.04-3081 TPPGE Contract TERM PRICING PLAN FOR GOVERNMENTAL ENTITIES-TEXAS CONTRACT OF SERVICE AGREEMENT This agreement, between Southwestern Bell Telephone, L.P. (SWBT) and the City of Fort Worth, Texas (the "City"), authorizes SWBT to make the services fdand in Section 49 of the General Exchange Tariff-Texas available to the City under a term pricing arrangement. SWBT offers these services pursuant to the provisions of SWBT's tariffs and under SWBT's Texas Agency Network (TEXAN) 2000 Contract with the State of Texas General Services Commission ("GSC"), TEXAN 2000 Contract Number TEXAN 2000-SWB-LS, and such contract, rules and regulations are hereby made a part of this Agreement. By purchasing such services under SWBT's TEXAN 2000 Contract with GSC, the City satisfies any state law requiring the City to seek competitive bids for the purchase of such services, as provided in Subchapter D, Chapter 271, of the Texas Local Government Code. SWBT shall make the services found in Section 49 of the General Exchange Tariff-Texas available to the City at the location(s), quantities, and rates described on Schedule 1, attached hereto and incorporated herein by reference, and in City Purchase Orders issued by the City to SWBT under the procedures prescribed by GSC at the TEX-AN 2000 website (www.tex an.net). The charges set forth in Schedule 1 are exclusive of charges for service features other than the rate elements included in Section 49 of the General Exchange Tariff, such as end user common line charges, touch-tone, optional calling features and other special features and services. 1) The City agrees to a Service Term of two (2) consecutive years. This Agreement shall become effective on the date it is last signed and shall expire two (2) calendar years from the effective date. 2) The City may choose to terminate this Agreement before it expires and request a new Agreement for services under General Exchange Tariff Section 49 for a term that is equal to or greater than the previous Agreement at a quantity and monthly rate equal to or exceeding the rate hereunder. The City may also change the existing service to other services provided by SWBT under another Agreement provided the new Agreement is for a service term of at least as long as the term remaining on the original Agreement at a quantity and monthly rate equal to or exceeding the rate hereunder. Service rates covered under the Term Pricing Plan are not subject to rate increases initiated by SWBT during the course of this Agreement. 3) This Agreement shall be subject to all applicable federal, state, and local laws, ordinances, and regulations, and shall be construed in accordance with the laws of the state in which services are furnished. In the event of a conflict between this Agreement and the terms of an applicable tariff, the tariff shall control. If applicable lawprohibits a customer from executing ai U � l i-1 PTH, YE'L Term Pricing Plan for Governmental Entities M190.04-3081 for more than a one (1) year term, then the term of this agreement shall be deemed to be one (1) year. The rates and charges, terms aryl conditions of this Agreement are subject to the review and/or approval by the regulatory authorities of the state in which the services are furnished. In the event that it is determined by an administrative agency or court of law that this Agreement violates any of the above laws, ordinances or regulations, SWBT shall have the option of terminating this Agreement with no further obligation to the City, and the City shall have no further obligation except to pay for services received up to the date of termination. 4) If the City disconnects any or all services prior to the expiration of the service term, the City agrees on the next monthly bill to pay the termination charges in the lesser amount of (a) the difference between the Term Pricing Plan Agreement Service Term rates and the rates for the actual Service Term times the months actually completed plus interest charges based on the approved cost of money in effect at the time of termination or (b) the monthly payments remaining on the Term Pricing Plan Ageement. However, this charge will be waived if the City, contemporaneously with the disconnection of such services, moves its contracted service to another SWBT served location, if the service terms continue at the new locations, and the City pays the irstallation charges associated with month to month service. However, the parties recognize that the City has not allocated any money to pay termination charges and that the City's liability for such termination charges, if any, shall not exceed the allocated funds remaining under this Agreement in the City's fiscal year (running from October 1 of a calendar year through September 30 of the following calendar year) in which termination occurs. 5) In the event no funds or insufficient funds are appropriatedand budgeted by the City in any Fiscal Year period for any payments due hereunder, the City will notify the Vendor of such occurrence as soon as possible and this Contract shall terminate on the last day of the fiscal period for which appropriations were received, without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated and budgeted. 6) This Agreement and the applicable tariff(s), including anyattachment(s), constitute the entire Agreement of the parties for the provision and use of the services. 7Neither this Agreement nor any interest herein of the City may be assigned, sublet, or in any manner transferred by the City without the prig- written consent of SWBT. Any attempted assignment or transfer in contravention of the preceding sentence shall be void. Term Pricing Plan for Governmental Entities M190.04-3081 IN WITNESS WHEREOF, the foregoing Agreement has been executed by the parties hereto, as of the date of countersignature set forth below. SOUTHWESTERN BELL TELEPHONE, L.P. I /-Signed on the b� day of ``Y �p ) 2004. By: `- Printe aerie: Title: C CITY OF FORT WORTH, TEXAS Signed on the )7& day of� '�i _ ) 2004. By: - ATTESTED BY Printed NameO1 'Y' [P- T)D-,-)U)U I , Title: �' (\ }� APPROVED AS TO FORM AND LEGALITY Contract hu horiz tion BY: Assistant City Attorney Date DATE: CITY SECRETARYO MASTER AGREEMENT CONTRACT NO. Agreement No. This Master Agreement ("Agreement") between SBC Global Services, Inc., a Delaware corporation, with a place of business at One SBC Plaza, Dallas, Texas 75202, on behalf of certain SBC Affiliates' (individually and collectively, "SBC"), and the City of Fort Worth ("Customer"), a Texas municipal corporation, with a place of business-at 1000 Throckmorton Street, Fort Worth, Texas 76102, is effective as of the date last signed below ("Effective Date"). This Agreement consists of this signature page, the Master Agreement Terms and Conditions, the documents listed in the Addendum and Attachment List, and any documents subsequently signed by SBC and Customer (each individually a "Party"; collectively, the"Parties")and incorporated by reference into this Agreement: 1. Master Agreement Terms and Conditions 2. Addendum and Attachment List The Master Agreement Terms and Conditions shall apply to all Addenda, Attachments, and Orders. Only Customer and the SBC Affiliate that are the named Parties to an Addendum, Attachment, and/or Order have the rights and responsibilities stated therein. No Service or Materials will be provided under this Agreement until the applicable Addendum is in effect. After the Effective Date, any new or revised Addenda, Attachments and/or Orders must be signed by the Parties to be valid and enforceable. Notices and similar communications from a Party concerning this Agreement ("Notice") shall be in writing and shall be delivered to the other Party (i) in person, (ii) by certified mail, return receipt requested, (iii) by traceable overnight delivery, or (iv) by facsimile, electronically confirmed and followed immediately by U.S. Mail. Notice shall be delivered to the addresses set forth below or to such other address as either Party may hereafter establish by Notice. Notice shall be deemed given upon delivery. To Customer: The City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: James Burris To SBC: SBC Global Services or Affiiate 1116 Houston Street, Rm 606 SBC Address Attention: Michael Boaz SO AGREED by the Parties' respective authorized signatories: CUSTOMER NAME: SBC GLOBAL SERVICES, INC. THE CITY OF FORT WORTH ON t1ALF OF ITS AFFILIATES By: _�d -t JP�f Bw,-� Name: l`� 11�.Y le Name: Title: Date: cn I o4 Date: 2/1 u ' "SBC" refers to, individually and collectively: The Ohio Bell Telephone Company, an Ohio corporation, Indiana Bell Telephone Company Incorporated, an Indiana corporation, Illinois Bell Telephone Company,an Illinois corporation, Michigan Bell Telephone Company, a Michigan corporation, Wisconsin Bell, Inc., a Wisconsin corporation (individually and collectively "Ameritech"); Pacific Bell Telephone Company, a California corporation, Nevada Bell Telephone Company, a Nevada corporation (individually and collectively "PacBell"); Southwestern Bell Telephone, L.P., a Texas limited partnership ("SWBT"); The Southern New England Telephone Company, a Connecticut corporation ("SNET"); SBC Internet Services, a registered d/b/a of:Ameritech Interactive Media Services, Inc., a corporation in Illinois, Indiana, Michigan and Ohio, Pacific Bell Internet Services, a corporation in California and Nevada, SNET Diversified Group, Inc., a Connecticut corporation, and Southwestern Bell Internet Services, a corporation in Arkansas, Missouri, Oklahoma and Texas, and a business name in Kansas (by Kansas PUC order) (individually and collectively, "SBC-IS"); SBC DataComm, Inc., a Delaware corporation, and SBC DataComm, a registered d/b/a of SWBT and PacBell (individually and collectively, "SBC DataComm"); (i) SBC Advanced Solutions, Inc., a Delaware corporation and (ii) Ameritech Advanced Data Services of Illinois, Inc., Ameritech Advanced Data Services of Indiana, Inc., Ameritech Advanced Data Services of Michigan, Inc., Ameritech Advanced Data Services of Ohio, Inc., and Ameritech Advanced Data Services of Wisconsin, Inc., all Delaware corporations and all using the name SBC Advanced Solutions i(i) and (ii) individually and collectively "SBC- ASI"]; SBC Long Distance, a registered d/b/a of Southwestern Bell Communications Services, Inc., a Delaware corporation; and SNET America, Inc.,a Connecticut corporation. Master Agreement, Rev. 08/09/02 1 �I I r:. rp 07)-17-04PG4 09 P,CUI) fil I MASTER AGREEMENT Agreement No. MASTER AGREEMENT TERMS AND CONDITIONS I. DEFINITIONS. With respect to regulated Service, 1.15"Price(s)" or "Pricing" means (i) the prices for Materials capitalized terms not defined below shall have the meanings set and/or Professional Services as set forth in Bill(s) of Materials forth in the applicable state Tariffs or interstate Guidebooks. and/or Statement(s)of Work;or(ii)the Service rates and charges Otherwise, the following terms shall have the following meanings set forth in the applicable Tariffs, Guidebooks, and/or Addenda in this Agreement: attached hereto. 1.16"Professional Service(s)" means the services and/or work to 1.1 "Affiliate" means a general or limited partnership, be performed by SBC pursuant to this Agreement in connection corporation, trust, joint venture, unincorporated organization, with the provision of Service and/or the sale or license of limited liability entity, or other entity (each a "Person") that Materials. controls, is controlled by, or is under common control with such 1.17"PSC/PUC" means the state regulatory authority that Person.As used here,"control"means the possession,directly or regulates telephone companies and the communications indirectly,whether through ownership of voting securities or other industry, specifically the state Public Service Commission, Public interests, by contract or otherwise. Utility Commission,or a similar state agency. 1.2 "Blocking" means a temporary condition that may be 1.18"Service" means any or all services provided pursuant to a initiated so that Customer cannot utilize Service. state Tariff or interstate Guidebook. 1.3 "Cancellation" occurs when a Party ends any Materials or 1.19"Statement of Work" or "SOW" means the attached Professional Services Order(s) for breach by the other Party. Its statement(s) of work and/or other ordering documents that effect is the same as that of Termination, except as otherwise describe Materials and Professional Services to be provided provided for herein, and the canceling Party retains any remedy pursuant to this Agreement, entitled Statement Of Work (SOW), for breach of the whole Agreement or any unperformed balance. Scope Of Work(SCOW), or Pre-Installation Guide(PIG). 1.4 "Confirmation of Service Order"or"CSO"means an order to 1.20"Tariff' means public documents filed by a regulated purchase regulated Service under the terms and conditions of a telephone company with a PSC/PUC detailing services, Tariff. CSOs shall not be considered Orders under this equipment, rates, and charges offered by such regulated Agreement. telephone company to potential customers. 1.5 "Cutover" for Equipment and/or Licensed Software occurs 1.21 "Termination" occurs when a Party, pursuant to this when it has been delivered and installed(if installation is ordered) Agreement or applicable laws and regulations, puts an end to this and operates in accordance with specifications stated in the Agreement, an Addendum, and/or Materials or Professional applicable Addendum and/or SOW. "Cutover" for a regulated Services Order(s)for any reason other than breach. Service, however, occurs when the Service is made substantially 1.22"Warranty Period"means the period of time that Equipment, available to Customer. Licensed Software, or Professional Services are warranted as 1.6 "Equipment" means equipment that SBC sells or leases to stated in an applicable Addendum (or, if not specified in the Customer or for which SBC provides Professional Services as Addendum, SBC's published warranty period or the applicable provided hereunder. vendor's warranty at the time of purchase). 1.7 "FCC" means the Federal Communications Commission or any successor agency. It. TERMS AND CONDITIONS FOR SERVICE. 1.8 "Guidebook(s)" means either or both the Voice Product Reference and Pricing Guidebook or Data Product Reference and 2.1 Limitation on Service. Service is offered subject to the Pricing Guidebook found at availability of the necessary systems, facilities, and equipment. www.sbc.com/r)ublic affairs/long distance news. SBC may decline applications for Service to or from a location 1.9 "Hazardous Substance" means any substance or material where the necessary systems, facilities, or equipment do not that is classified as a hazardous material, hazardous chemical, exist. SBC may discontinue furnishing Service in accordance with hazardous substance, pollutant, contaminant, or toxic substance the terms of the applicable Tariffs and/or Guidebooks. under any federal, state, or local law, regulation, or ordinance 2.2 Use of Service/Assignment. The Service is authorized for related to the pollution or protection of air, ground or surface Customer's use only. Customer may use the Service for any water, soil, or other environmental media, occupational health lawful purpose, and Customer shall defend, indemnify, and hold and safety, or any other environmental or safety hazard, harmless SBC from any unlawful use of the Service by Customer 1.10"Information" means ideas, discoveries, concepts, know- or its users, as provided in the applicable Tariffs or Guidebooks. how, trade secrets,techniques, designs, specifications,drawings, The Service provided under this Agreement is directly or sketches, models, manuals, samples, tools, computer programs, indirectly controlled by SBC, and Customer may not transfer or technical information, and other confidential business, customer, assign the use of Service without the express prior written or personal information, whether provided orally, in writing, consent of SBC. electronically,or otherwise. 2.3 Discontinuance of Service. Service continues to be provided 1.11 "Licensed Software" means computer programs licensed by until canceled by Customer or SBC, as set forth in the applicable SBC, including but not limited to any hardwired logic instructions, Tariffs or Guidebooks. When Customer cancels Service, micro code, and other computer instructions licensed with or Customer shall be liable for the charges and costs set forth in the separately from Equipment. applicable Tariffs or Guidebooks. 1.12"Materials" means Equipment and Licensed Software, 2.3 Customer's Creditworthiness. SBC reserves the right to modifications, derivative works, updates, and upgrades thereto, require Customer to establish and maintain creditworthiness to and custom programming and documentation for the Materials. SBC's reasonable satisfaction, as provided in the applicable 1.13"Order(s)" means a written or electronically transmitted Tariffs or Guidebooks. purchase order for Equipment, Licensed Software, or 2.4 Usage Proiections. Prior to Cutover, Customer shall provide Professional Services that references this Agreement, is signed SBC 12 months' usage projections setting forth Customer's by Customer's authorized representative, and is accepted by anticipated usage by type of Service. In the event that Customer SBC. fails to provide such projections and, in SBC's opinion, 1.14"Premises" means a facility or location where Materials will Customer's traffic patterns and flows exceed normal limits for a be installed or provided, or Professional Services will be particular Service or in the event Customer does provide such performed. projections and Customer's traffic patterns and flows vary from fi^ Master Agreement, Rev. 08/09/02 2 =.Sp', ;�'•;�P�' ', MASTER AGREEMENT Agreement No. such projections by more than 10%, SBC shall be entitled to also provides an exemption procedure (i.e. an exemption- adjust the Pricing for such Service hereunder upon notice to certificate requirement) and Customer complies with such Customer. procedure, SBC shall not collect such tax during the effective period of such exemption. Such exemption shall be effective III. TERMS AND CONDITIONS FOR MATERIALS AND upon receipt by SBC of the exemption certificate or affidavit PROFESSIONAL SERVICES. confirming exemption. 3.6 Title and Risk of Loss. SBC shall deliver Materials FOB 3.1 Orders/Changes to Orders. Purchases shall be made shipping point, freight prepaid and charged. Title to Equipment pursuant to Orders and sent to the address specified by SBC. only, and all risk of loss to Materials, shall pass to Customer at Customer may submit a written request to change an Order the time of delivery to the common carrier for shipment. SBC ("Change Request") that SBC has previously accepted. In shall retain all right, title, and interest in Licensed Software and response to a Change Request,SBC shall provide Customer with copies thereof. If any Materials arrive at Customer's destination in written quotations, including but not limited to any changes to a damaged condition or if the quantity or type of item shipped is prices, fees, shipping dates, Cutover dates, and other terms.The not what was ordered, Customer shall immediately notify both the changes agreed upon by the Parties shall be documented in a common carrier and SBC in writing. Shipping dates shall be Change Order with a revised Bill of Materials and/or revised established by SBC as accurately as conditions permit, but in no Statement of Work, as applicable. A Change Order shall be event shall SBC be liable for or assume any obligation for any treated as a separate Order. Customer may use a Change delays or damage which may occur in delivery or shipment. Request to request that SBC suspend its performance under an 3.7 SBC Responsibilities. SBC personnel shall comply with Order until such time as an alternative remedy or course of Customer's reasonable site and security requirements of which performance is secured or agreed upon in writing by the Parties. SBC has received written notice prior to arrival at the Premises. SBC may, however, at its discretion, terminate the applicable In connection with the installation of Materials and performance of Order and/or Addendum when such suspension lasts longer than Professional Services at the Premises, SBC will maintain its work 30 days, and may recover from Customer the costs associated areas at the Premises in a neat and orderly condition. SBC shall with such delay or inability to perform. rely on all information provided by Customer and shall not be 3.2 Invoicing and Terms of Payment. Prices and charges for responsible or held liable for any damages or costs that result each Order shall be set forth in the applicable Addendum or firm from errors or omissions in such information regarding the price quote or, if not set forth in one of those, in the SBC price list Premises. SBC will furnish all labor, tools, transportation, in effect on the day of the Order. All prices and charges are materials, and supplies specified in an Order, except any items based on SBC's standard, published intervals for shipping, specifically listed in the Order and/or this Agreement as being planning,or completion.All firm price quotes shall incorporate the furnished by Customer or others. terms and conditions of this Agreement, including the applicable 3.8 Customer Responsibilities. Customer shall allow SBC Addendum. Provided that a firm price quote is signed by an access to the Premises and prepare Premises as necessary for authorized representative of each Party, any provision of a firm SBC to perform its obligations. If access to Premises is denied or price quote that conflicts with this Agreement shall supersede the not available or Premises are not prepared, standard time and comparable provisions of this Agreement. material charges will apply. SBC shall not be liable for delays in 3.3 Invoices. SBC shall invoice Customer all amounts due performance or for costs incurred by Customer due to (including transportation and taxes) for Materials upon shipment. Customer's failure to provide access to or prepare Premises. SBC shall invoice Customer all amounts due for Professional SBC and/or its designated subcontractors may store a Services upon completion, unless such Professional Services are reasonable amount of materials,tools, and other items necessary recurring, in which case SBC shall issue a monthly invoice in for the performance of an Order on the Premises or in such other advance of performing the Professional Service. Unless secure location(s) as Customer may designate, at no charge to otherwise required by law or state PSC/PUC, Customer shall pay SBC. Customer shall take reasonable precautions to protect and all invoiced amounts for receipt by SBC within 30 days after the maintain the integrity of any such items and shall accept delivery invoice date. of such items delivered to Customer's Premises when SBC 3.4 Billing Disputes. Customer will advise SBC of any billing personnel are not available to accept delivery and place or direct discrepancies or disputes about an invoice within 15 business the placement of such items on the Premises or other secure days after receiving the invoice or the amount of invoice shall be location(s). Customer shall provide the proper electrical and deemed due and payable. Overdue payments are subject to a telecommunications connections for the Equipment as specified late payment fee of 1 '% % per month (but not to exceed the by SBC and the manufacturer's specifications. Customer shall be maximum lawful amount). If Customer fails to pay billed charges responsible for the configuration and operation of all Customer- on time, SBC reserves the right to bill outstanding sums as an owned equipment required for connection of the Equipment advance payment, progress payment, or other form of security. (including installation of Licensed Software). Except where specifically prohibited by law or regulation, SBC 3.9 Hazardous Substances. Customer shall provide a suitable may suspend or discontinue providing Professional Services and and safe environment for SBC work at the Premises. Prior to the Materials if charges billed for them are not paid on time,and may commencement of Services, Customer shall advise SBC of the demand deposits or prepayments for future business. presence on Customer's Premises of any Hazardous Additionally,SBC may assign unpaid late balances to a collection Substances. Customer understands and agrees that SBC does agency for appropriate action. If legal action is taken to collect on not handle, remove, or dispose of, nor does SBC accept any balances due, Customer agrees to reimburse SBC for all liability for, Hazardous Substances on the Premises. If,during its expenses incurred to recover sums due, including attorneys'fees, performance of Professional Services, SBC's employees, other legal expenses, and costs and expenses incurred upon subcontractors, or agents encounter a Hazardous Substance or appeal. other environmental or safety hazard, SBC may suspend 3.5 Taxes. Customer shall pay and indemnify SBC against performance under this Agreement until Customer, at its own sales, use, and other taxes (excluding income and franchise expense, completes the clean up and removal of the Hazardous taxes), including any applicable customs and duties, interest, and Substance in accordance with applicable laws or removes the penalties imposed upon and paid by SBC by reason of its hazard to SBC's satisfaction. Customer's failure to abate a assembly, sale, delivery, installation, or other provision of Hazardous Substance or other hazard within 30 days of SBC's Materials or Professional Services under this Agreement. If suspension of performance pursuant to this clause shall applicable law exempts a purchase from a tax, and if such law constitute a material breach for which S cel this ��• h5li1Jh;�a �- p� Master Agreement 3 v Y 'a-'�:Jfr4 Jri . Ftlf pv MASTER AGREEMENT Agreement No. Agreement or the applicable Order. Customer shall pay SBC for of the Order attributed to the delayed installation deemed any costs, expenses, fines, or penalties incurred by SBC as a cancelled. Customer may reschedule such installation services result of the presence of the Hazardous Substance or other by submitting a new-Order. hazard and its suspension of performance. 3.13 Grant of License. Upon delivery of Licensed Software, and 3.10 Coordination. Customer shall obtain at its own expense all subject to the provisions of this Agreement, SBC grants necessary licenses, easements, permits, and consents(including Customer a personal, nontransferable, non-exclusive license to landlord's or mortgagee's consents) in connection with the use the Licensed Software on or with the corresponding installation of Materials and performance of Professional Equipment (on which Licensed Software was loaded or Services, except for permits SBC must have in the ordinary designated by SBC to be loaded, as designated in the Order or course. Customer will schedule and coordinate the work of any SOW) for Customer's own internal operations in the United suppliers and contractors working or present at a project location States. If the Equipment on which the Licensed Software is to be in a manner that will not interfere with SBC's performance within loaded becomes inoperative or is disabled for maintenance by the time period specified in the applicable Order. If Customer fails SBC, Customer may use the Licensed Software temporarily on a to prepare the Premises, provide SBC reasonable access to the backup processor until the original processor is restored. Premises, obtain applicable permits, or provide the applicable Customer shall not reverse engineer, decompile, or disassemble information, support, or assistance as described herein, SBC Licensed Software furnished as object code or attempt to shall be excused from performing its obligations until Customer generate corresponding source code, nor shall Customer fulfills such requirements. Relocation of Materials under sublicense or distribute the Licensed Software. Customer shall maintenance service is the sole responsibility of Customer and not copy Licensed Software, except for the number of copies may result in adjustments to response times and the price for permitted by SBC for backup and archival purposes. Such Professional Services. permitted copies shall be include SBC's (or its licensor's) 3.11 Acceptance. Materials ordered without installation shall be copyright and proprietary notices. Customer shall keep written deemed accepted on the 101h business day after delivery to records of the number and location of such copies and shall Customer or Customer's agent. Customer may reject any portion provide a copy of such records to SBC, at SBC's written request. of a shipment that does not conform to manufacturer's SBC may, at its discretion, audit Licensed Software to verify specifications within this period, but Customer must give written compliance with the license provisions of this Agreement. If notice of nonconformity to SBC specifying the reason for Customer's license is cancelled or terminated, or when Customer rejection. SBC shall cure such nonconformity promptly, in no longer uses the Licensed Software, Customer shall return or accordance with the warranty. For Materials ordered with destroy the Licensed Software and all copies and certify in writing installation, Customer shall have 10 business days after to SBC that it has done so. If the terms of this Agreement differ installation completion (as defined by the Parties in an Order or from the terms of any license agreement packaged with Licensed SOW)to test the Materials and deliver to SBC a signed certificate Software, the terms of the license agreement in the packaged of acceptance or, alternatively, a written notification clearly Licensed Software shall govern with respect to that Licensed describing the Materials' failure to meet identified specifications. Software. SBC's licensors shall be third-party beneficiaries of this If Customer does not deliver a certificate of acceptance or written Section with respect to the Licensed Software. notice of nonconformity within such time period, the Materials 3.14 Warranties. During the Warranty Period, Licensed Software shall be deemed accepted on the 101h business day after developed by SBC shall be free from defects that materially affect installation. In any event, if Customer places Materials into performance in accordance with specifications and Professional commercial service, whether or not revenue is generated, Services shall be performed in a workmanlike and professional Customer shall be deemed to have accepted Materials as well as manner in conformance with good industry practice in the any related Professional Services. Service regulated by a community in which the Professional Services are provided and PSC/PUC shall be deemed accepted on the date of Cutover. All in accordance with the requirements of any applicable Tariffs. other Professional Services shall be deemed accepted on the With respect to Equipment and Licensed Software or partially 10th business day after completion (with the definition of assembled Equipment furnished by SBC but manufactured by its completion stated in an Order or SOW), unless Customer has, vendors, SBC hereby assigns to Customer, to the extent prior to the expiration of such 10-day period, notified SBC in permitted, the warranties given to SBC by such vendor. The writing that the Professional Services did not conform to Warranty Period for Professional Services begins on the date of specifications. Upon receipt of such notice, SBC shall promptly Cutover. If Professional Services prove not to be performed as correct the nonconformity and notify Customer in writing that the warranted during the applicable Warranty Period, SBC, at its nonconformity has been corrected. option, either will correct or re-perform the Professional Services 3.12 Installation. Prior to beginning installation or an upgrade, or render a credit for the defective or nonconforming portion SBC will submit a service confirmation to Customer stating the thereof.SBC warrants that Service regulated by a PSC/PUC shall installation start date, Cutover date(s), if applicable, and any perform materially in conformance with the specifications in the project milestones. Notification of any delays affecting installation applicable Tariff. SBC, for the term of the applicable Addendum, must be communicated in writing as soon as practical between will perform such maintenance and repair as may be required by the Parties. Installation costs exceeding the installation charges SBC to keep Customer's network Service in good working order in the Order and/or SOW that are incurred due to circumstances and ensure that the network Service operates in accordance with beyond SBC's control, such as acts or omissions of Customer's specifications. Such maintenance and repairs shall not employees and agents, a Force Majeure event, or due to unreasonably interfere with Customer's use of the Service. SBC Customer's failure to meet its obligations hereunder, shall be will provide: (a) technicians during business hours 8 a.m. to 5 borne by Customer. If SBC is unable to begin installation on p.m. Monday through Friday local time and technicians, when schedule due to Customer's request to delay installation or available, outside of normal business hours; (b)dispatch service; Customer's failure to meet the requirements of this Article 111, and (c) diagnostic service and network monitoring from SEC's then SBC may extend the installation completion date and/or central office. In the event SBC dispatches its service technician Cutover date for a reasonable period of time, at least equal to the to Customer's Premises to respond to a trouble report regarding period of such delay, with no liability. If SBC is unable to begin regulated Service and the Service problem is found to be in installation within 30 days of the scheduled installation start date, Customer's equipment, the maintenance charges set forth in the applicable Order may, at SBC's discretion, be deemed applicable Tariffs will be charged. converted to an Order only for the Materials and associated 3.15 Disclaimers. SBC makes no warranty with respect to Professional Services that have been performed,with the portion defective conditions or nonconformities r rj from any-of the rj qj I I S Master Agreement 4 � � MASTER A( Agreement No. following: Customer's (or Customer's officers, agents, or infringement claim to the extent that it: (i) arises from adherence employees) modifications, misuse, neglect, accident, or abuse; to design modifications, specifications, drawings, or written use of consumables; failure of Customer to apply previously instructions that SBC is directed by Customer to follow; (ii)arises provided, applicable modifications or corrections; or use in a from adherence to instructions to apply Customer's trademark, manner not in accordance with SBC's or its vendors' trade name, or other company identification; (iii) resides in specifications. SBC does not warrant that the Equipment or products or software not of SBC origin and furnished by Licensed Software (including security software) shall be Customer to SBC for use under this Agreement; (iv) relates to a uninterrupted or error free in its operation or shall prevent third modification made by Customer of any Materials; or(v)relates to party hacking or access to Customer's networks. In addition, SBC uses of any Materials provided by SBC in combination with any makes no warranty with respect to Customer's database errors. other item not furnished directly by SBC. In the foregoing cases THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN numbered (i) through (v), Customer agrees to defend and save LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES SBC harmless in the manner provided above for Customer. SBC (WHETHER WRITTEN, ORAL, STATUTORY, OR OTHERWISE) shall indemnify Customer against any claim or threat of claim INCLUDING BUT NOT LIMITED TO THE IMPLIED brought by a third party on account of injury to or death of any WARRANTIES OF MERCHANTABILITY OR FITNESS FOR person or damage to tangible personal or real property caused PARTICULAR PURPOSE. CUSTOMER'S SOLE AND solely by SBC's gross negligence or willful misconduct in the EXCLUSIVE REMEDY AND SEC'S SOLE OBLIGATION course of SBC's performance under this Agreement. Likewise, HEREUNDER FOR ANY LOSS, FAILURE, COST, OR DAMAGE Customer shall indemnify SBC, its employees, and CAUSED BY OR ARISING FROM ANY MATERIALS OR subcontractors against any claim or threat of claim brought by a SERVICES, WHETHER IN CONTRACT OR IN TORT, SHALL third party on account of injury to or death of any person or BE REPAIR, REPLACEMENT, OR CREDIT AS SET FORTH damage to tangible personal or real property caused solely by ABOVE. Customer's gross negligence or willful misconduct in the course 3.16 Limitation of Liability. Each Party's entire liability to the other of Customer's performance under this Agreement. Party, and the exclusive remedy for damages under this 3.18 Notice of Claims for Indemnitv. Each Party shall give the Agreement,shall be as follows:for infringement,the remedies set other prompt written notice of any infringement claims and/or forth in Section 3.17, "Indemnity"; for non-performance of other third party claims as described in Section 3.17, above. The Materials or Professional Services performed during the Warranty indemnifying Party shall have complete authority to assume the Period, the remedies stated in Section 3.14, "Warranties'; for sole defense of such claims, including appeals, and to settle tangible property damage or for bodily injury or death to a person them. The indemnified Party shall, upon the indemnifying Party's proximately caused by a Party's negligence or willful misconduct, request and at the indemnifying Party's expense, furnish all the amount of proven, direct damages; and for any other claims, information and assistance available to the indemnifying Party liability shall be limited to direct damages that are proven, in an and cooperate in every reasonable way to facilitate the defense amount not to exceed the amount of the charges to Customer for or settlement of such claims, the Professional Services and/or Materials provided to Customer 3.19 Cancellation of Orders. No Order may be suspended or during the period affected by the mistake, omission, error, delay, canceled by a Party unless: (i) the other Party is in material interruption, or defect. Except for damages for personal injury or breach of or default under such Order,and such breach or default death or damages to or loss of personal property (excluding loss continues for a period of 30 days after written Notice by the non- of data or programming) caused by SBC, SBC's aggregate breaching Party; or (ii) any federal, state, or local governmental liability for all direct damages shall not exceed the total amount agency or regulatory body or a court or tribunal of competent paid by Customer under this Article III or, when the liability arises jurisdiction renders or enters an order, regulation, or judgment out of one or more particular Orders or SOWs, the total amount that restricts or prohibits either Party from continuing or makes paid by Customer under those particular Orders or SOWS. IN NO impractical or unduly expensive either Party's performance. If an EVENT SHALL SBC, ITS AFFILIATES, DIRECTORS, Order is cancelled, Customer agrees to pay SBC for any OFFICERS, AND EMPLOYEES BE LIABLE FOR ANY Materials provided and Professional Services performed by SBC INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR up to and on the effective date of Order Cancellation, plus any CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED costs or expenses(including restocking fees) incurred by SBC as TO LOST PROFITS, TOLL FRAUD, LOSS OF USE, AND LOSS a result of Order Cancellation. Additionally, if Customer cancels a OF DATA, OR FAILURE TO REALIZE SAVINGS OR BENEFITS) Service during installation, Customer will pay all costs, fees, and ARISING OUT OF THE PERFORMANCE OR expenses incurred by SBC in connection with the site preparation NONPERFORMANCE OF OBLIGATIONS UNDER THIS for installation and providing the Service, including, but not limited AGREEMENT, EVEN IF SBC HAS BEEN ADVISED OF THE to, fees paid to subcontractors and other third party vendors in POSSIBILITY OF SUCH LOSS. direct relation to the cancelled Service. 3.17 Indemnitv. In the event of any U.S. patent or copyright 3.20 Termination. Either Party may terminate this Agreement or infringement claim, SBC, at its expense, will defend Customer, any Addendum, in whole or in part, by giving the other Party at will reimburse Customer for any costs, expenses, or attorneys' least 30 days' prior written notice. Either Party may terminate an fees incurred at SBC's written request or authorization, and will Order by giving the other Party written notice prior to Cutover. In indemnify Customer against any liability assessed against the event Customer terminates an Order prior to Cutover, then Customer in a final judgment. If Customer's use is enjoined, or in Customer shall be liable for all expenses incurred by SBC under SBC's opinion, is likely to be enjoined or become subject to an that Order. In the event Customer terminates a Service regulated infringement claim, SBC will, at its expense and option, replace by the PSC/PUC after Cutover, then Customer shall be liable for the subject Materials with a suitable substitute, will modify the termination charges as set forth in the Order. Upon any other Materials so that they are free of the infringement, or will procure Termination, Customer agrees to pay SBC all amounts due for(i) for Customer a license or other right to use the Materials. If none Professional Services and Materials provided by SBC up to and of the foregoing options are practical, SBC will remove the including the effective date of Termination; (ii) non-recoverable enjoined Materials and refund to Customer any amounts paid to costs including, but not limited to,those amounts paid or due and SBC for them, less a reasonable charge for any actual period of payable to third parties as incurred by SBC directly in connection use by Customer. In no event, however, shall the liability of SBC with the provisioning of such Materials and Professional Services to repair, replace, or modify hereunder exceed the amounts paid for Customer; (iii)any restocking fees, in the event that SBC, at it by Customer to SBC for the Materials that are the subject of the option, accepts any Materials for return and restocking; and (iv) infringement claim. SBC shall not be responsible or liable for any any applicable early termination charges. Pay en Q, _ Master Agreement 5 MASTER AGREEMENT Agreement No. amounts due shall constitute full and complete discharge of 4.4 Cancellation for Cross-Default. If Customer is in default of Customer's payment obligations upon Termination. any other binding legal agreement between Customer and an 3:21 Security Interest. SBC reserves a purchase money security -SBC Affiliate (including, but not limited to, default of payment interest in all Materials, and any proceeds thereof (the obligations) and the SBC Affiliate serves or has served notice of "Collateral") until any and all moneys due SBC under this default required under the applicable agreement, then SBC may, Agreement are paid in full, including, without limitation, fees for at its sole discretion,consider such default as a default under this Professional Services, taxes, and shipping. Customer shall sign Agreement and may provide Customer with written notice of appropriate financing statements and furnish further assurances, Cancellation of this Agreement. as SBC deems reasonably necessary to establish and perfect a 4.5 Force Maieure. SBC shall not be liable for any failure of security interest. SBC may at any time and without notice to performance hereunder, if such failure is due to any cause or Customer, file in any state or local jurisdiction such financing causes beyond SBC's reasonable control. Such causes shall statements to perfect its security interest in the Collateral. This include,without limitation, acts of God, fire,explosion,vandalism, Agreement shall constitute a security agreement,a copy of which terrorism, cable cut, storm, or other similar occurrence, any law SBC may file in any jurisdiction in lieu of a financing statement. order, regulation, direction, action, or request by the U.S. Customer hereby authorizes and irrevocably appoints SBC as its government or of any other government,civil,or military authority, agent and attorney-in-fact to execute and file such financing national emergencies, insurrections, riots, wars, strikes, lockouts, statements and other documents prepared by SBC or SBC's work stoppages, or other labor difficulties, supplier failures, designated agent to perfect its security interest. Customer shortages, breaches, or delays, or preemption of existing Service warrants that its legal name, the address of its principal place of to restore Service in compliance with the FCC's Rules and business, and its state of incorporation are as set forth in the first Regulations. SBC shall not be liable for interruptions, delays, unnumbered paragraph of this Agreement. Customer shall errors, or defects in transMission, or for any injury, caused by promptly notify SBC of any change in this information. Customer, Customer's agents, users, or facilities or equipment 3.22 Export. The transfer and use of Materials and performance provided by Customer ("Force Majeure"). To the extent a Force of Professional Services are subject to U.S. export control laws Majeure event interferes with SBC's performance of this and regulations. Customer agrees not to use, distribute, transmit, Agreement, SBC will be excused from performance during the or transfer Materials or technical materials (even if incorporated period of such interference, provided that SBC uses all into other products)except in compliance with U.S. export control reasonable efforts available to SBC to avoid such Force Majeure laws and regulations. Customer agrees to sign written event. If a delaying condition continues more than 45 business assurances and other export-related documents as may be days, Customer or SBC may terminate the affected Addendum required for SBC to comply with U.S. export control laws and or, if all Addenda are affected, this Agreement. This Section shall regulations. not operate to excuse the payment of money. 4.6 Arbitration. A Party alleging a material breach (the "Moving IV. GENERAL TERMS AND CONDITIONS Party") of this Agreement may initiate arbitration by giving the other Party a written Notice of Intent to Submit to Arbitration such 4.1 Term. This Agreement shall commence on the Effective claim or breach. The Parties shall not enter into arbitration Date and continue for a period of 2 years from that date. If the proceedings without the written consent of an authorized term of any Addendum extends beyond the Term of this representative of both Parties. In the event that the Parties agree Agreement,then the terms and conditions of this Agreement shall to submit any such breach to arbitration, the parties shall jointly survive with respect to that Addendum until that Addendum select a single arbitrator who is knowledgeable of the general expires or is otherwise terminated. Termination or expiration of subject matter. If the Parties are unable to agree upon an this Agreement shall not excuse a Party from meeting payment or arbitrator within 30 business days of the Notice of Intent to other obligations that have not been fully performed for an Submit to Arbitration, the Moving Party may request that the accepted Order. American Arbitration Association ("AAA") appoint an arbitrator, 4.2 Order of Precedence/Regulatory Requirements. In the case with the appointment to be made by the AAA within 15 days of of an inconsistency or conflict between the terms and conditions such application. Arbitration of the dispute shall commence no of an applicable Tariff or Guidebook, this Agreement, and an later than 90 days after appointment of the arbitrator and shall be Addendum, the governing order of precedence shall be (1) the conducted in a location agreed by the Parties, according to the applicable Tariff or Guidebook, except as to individual case basis Commercial Arbitration Rules of the AAA, except as modified (ICB) Pricing and ICB Addenda for regulated Service (as herein. The arbitrator may set time and other limits for the identified in the applicable Addendum), (2) this Agreement, and presentation of each Party's case, memoranda, and other (3) the applicable Addendum (unless the Addendum specifically submissions, and shall issue a written decision supported by law states that Addendum terms shall supersede the terms and and substantial evidence as promptly as circumstances demand conditions of this Agreement). This Agreement may be filed, to and permit.The arbitrator shall have no authority in excess of the the extent required by law, with the appropriate PSC/PUC and/or authority of a court having jurisdiction over the matter. the FCC. This Agreement shall at all times be subject to such Additionally, the arbitrator shall not alter, revoke, or suspend any modifications as a PSC/PUC and/or the FCC may, from time to provision of this Agreement. The arbitration award shall be time, require under their respective jurisdictions. binding and deemed enforceable in any court of competent 4.3 Cancellation for Breach. This Agreement may be ended jurisdiction. Each Party acknowledges that if it opts to resolve any immediately by either Party upon written notice to the other Party dispute or claim or breach through arbitration, it is giving up if the other Party (i) ceases to carry on business as a going judicial rights to a jury trial, discovery, and most grounds for concern, becomes the object of voluntary or involuntary appeal under this Section, except any rights the Party has to bankruptcy or liquidation, or a receiver is appointed with respect lawfully appeal the award of the arbitrator. Prior to appointing an to a substantial part of its assets, (ii) engages in fraud, criminal arbitrator, either Party may seek one or more temporary conduct, or willful misconduct, (iii) breaches Section 4.8, "Use of restraining orders (TROs) in order to preserve and protect the Confidential Information" or Section 4.9, "Nondisclosure and status quo. Neither the request for, nor denial of, such TRO shall Publicity", or (iv) fails to perform or observe a material term or be deemed a waiver of the Parties' obligation to arbitrate. The condition of this Agreement and such failure is not remedied arbitrator may dissolve, continue, or modify such TRO, which within 30 days after the terminating Party has provided written shall remain in effect until it expires or is dissolved by the notice to the breaching Party specifically describing the material arbitrator, whichever occurs first. No provision of this Section breach. shall limit a Party's right to setoff. The exercise of a remedy does %< �• Master Agreement 6 MASTER AGREEMENT Agreement No. not waive the right of arbitration. During dispute resolution protective order or other confidential treatment and limit proceedings, including arbitration, the Parties shall continue to disclosure to portions of the document necessary to comply. perform their obligations under this Agreement, except for -Neither Party shall publish or use advertising, sales, promotion, obligations directly related to the dispute. Any request for or publicity materials in which the other Party's name, language, arbitration or for legal action arising in connection with this signs, markings, or symbols are used, without obtaining that Agreement must begin within 2 years after the cause of action Party's prior written approval. Notwithstanding anything herein to arises. Except to the extent required by law or to enforce any the contrary,with respect to Service regulated by the Public Utility award, the Parties and their respective officers, directors, Commission of Ohio, SBC shall not restrict Customer's ability to employees, agents, and other representatives shall hold the disclose the existence of an applicable Order or any terms in this existence, content, and result of any mediation or arbitration in Agreement applicable to such an Order. confidence in accordance with Section 4.8, "Use of Confidential 4.10 Conflict of Interest. Each Party represents and warrants that Information"and Section 4.9,"Nondisclosure and Publicity". it shall provide no officer, director, employee, or agent of the 4.7 Assignment. Neither this Agreement (including any other Party with employment, fees, or any other direct or indirect Addendum) nor any interest therein may be assigned, sublet, or personal compensation or consideration outside the terms of this in any manner transferred by either Party without the prior written Agreement in connection with or in contemplation of this consent of the other Party. Any action in contravention of the Agreement or any Order. preceding sentence will be void. Notwithstanding the foregoing, 4.11 Independent Contractor. SBC, its employees, agents, and SBC may subcontract any portion its obligations to be performed representatives are not employees, servants, partners, or joint hereunder and may assign its rights and/or obligations to an SBC venturers of or with Customer. SBC is an independent contractor Affiliate without Customer's prior written approval. and will at all times direct, control, and supervise all of its 4.8 Use of Confidential Information. During the Term, each employees. Customer will not require any SBC employee or Party may obtain Information from the other Party. Written or representative to waive any personal rights in connection with other tangible Information shall at the time of disclosure be their presence on Customer's Premises. identified and labeled as confidential belonging to the disclosing 4.12 Governing Law. This Agreement shall be governed by and Party. When disclosed orally or visually, Information shall be construed in accordance with the laws of the state where the identified as confidential at the time of the disclosure, with Service, Materials, and/or Professional Services are to be subsequent confirmation in writing within 15 days after disclosure. delivered, and if delivery is to be in more than one state, then in Neither Party shall at any time during this Agreement and for a accordance with the laws of the State of Texas,without regard to period of 3 years after its expiration, publish, disclose, or the governing state's rules on conflicts of law. The Parties otherwise divulge any of the other Party's Information to any third specifically disclaim the United Nations Convention on Contracts party without the prior written consent of the disclosing Party. for the International Sale of Goods. Neither Party shall use the other Party's Information except in the 4.13 General. Headings in this Agreement and Addenda are for course of performing its duties under this Agreement. However, reference purposes only and shall not affect the meaning or SBC may disclose Customer's Information to subcontractors, interpretation of this Agreement or any Addendum. If any regulatory authorities, and others as necessary to meet SBC's provision of this Agreement is determined invalid or obligations under this Agreement. The Information restrictions unenforceable, this Agreement will be construed as if it did not shall not apply to Information that is (i) already known to the contain such provision and the rights and obligations of the receiving Party, (ii) becomes publicly available through no Parties will be enforced accordingly. The failure of a Party to wrongful act of the receiving Party, (iii) independently developed insist upon strict performance of any provision of this Agreement by the receiving Party without benefit of the disclosing Party's in any one or more instances shall not be construed as a waiver Information, (iv) received from a third party without similar or relinquishment of such provision, and the same shall remain in restriction and without breach of this Agreement, (v)disclosed by full force and effect. Any obligation arising under this Agreement the disclosing Party to a third party without an obligation of that by its nature will continue beyond the Termination, confidentiality; or (vi) required to be disclosed to any Cancellation or expiration hereof shall survive such Termination, governmental agency or court of competent jurisdiction by written Cancellation, or expiration until all relevant obligations have been order; provided, however, that the disclosing Party is provided fulfilled. with the opportunity to obtain an appropriate protective order or 4.14 Entire Agreement. This Agreement sets forth the entire otherwise challenge such disclosure. understanding of the Parties and supersedes any and all prior 4.9 Nondisclosure and Publicity. Notwithstanding Section 4.8, agreements, representations, and understandings relating to the "Use of Confidential Information", and except to the extent subject matter hereof. No modifications or subsequent required by law or regulation and as reasonably necessary for agreements concerning the subject matter of this Agreement each Party to perform its obligations hereunder, each Party shall shall be effective or binding unless made in writing and signed by keep this Agreement, and any Orders issued hereunder, the Parties. Neither Party shall be bound by any pre-printed terms confidential.When disclosure is required by law or regulation,the additional to, or different from, those in this Agreement that may disclosing Party shall promptly inform the other Party and will, appear in the other Party's form documents, orders, proposals, prior to making disclosure,make all reasonable efforts to obtain a quotations,acknowledgments,invoices,or other communications. END OF MASTER AGREEMENT TERMS AND CONDITIONS Master Agreement 79 '` ?� 1 � � MASTER AGREEMENT Agreement No. ADDENDUM AND ATTACHMENT LIST TO MASTER AGREEMENT This Addendum and Attachment List to the Master Agreement (the "List") between SBC and Customer, effective on the date last signed, is incorporated into the Agreement by this reference. All Addenda and Attachments shall be attached to the Agreement. 1. Term Price Plan for Governmental Entity(TPPGE) 2. 3. 4. This List may be amended from time to time in writing and signed by the Parties. Master Agreement, Rev. 08/09/02 8 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 2/24/2004 - As Amended DATE: Tuesday, February 24, 2004 LOG NAME: 13P03-0224A REFERENCE NO.: P-9924 SUBJECT: Amend Purchase Agreement for Local Telephone Service with Southwestern Bell Communications (SBC) for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to amend the purchase agreement with Southwestern Bell Communica- tions (SBC) to include non-Plexar local telephone services using State of Texas (TEX-AN 2000) pricing for the period April 1, 2004, through March 31, 2006; and 2. Confirm payments for local telephone service (February and March 2004) with SBC under this agreement for an estimated amount of$450,000. DISCUSSION: On April 8, 2003 (M&C P-9779), the City Council approved a 12-month purchase agreement with SBC for local telephone service. On September 23, 2003 (M&C P-9857), the City Council approved an amendment to the agreement. The Mayor and Council Communication (M&C) in April, as approved by the City Council, was based on a Request for Proposal (RFP) for local telephone service. The approval by the City Council was for Customer Plexar Service for a one-year period, with two one-year options to renew. After the April M&C was approved, it was determined that not all local services were included in the approved purchase agreement. Components of local service that were not included were: ISDN lines, T1 lines, DS3 circuits, business/residential lines and DSL services. The circuits are infrastructure for the City's communication network. The business/residential lines and DSL lines are primarily used in remote locations where use of Plexar service is not a viable solution. In September 2003 (M&C P-9857), the City Council approved a new solicitation of pricing to ensure that all elements of local service were included. The aforementioned local service components pricing can be obtained through an agreement with the State of Texas Department of Information Resources (DIR). Local telephone service pricing is established under the Texas Agency Network (TEX-AN 2000) contract. The purchase of service under the TEX-AN 2000 contract satisfies state law requiring the City to seek competitive bids for the purchase of such services. It is recommended that the Customer Plexar Service portion of the agreement remain in place for the two remaining option years, and that the City enter into an agreement for pricing on all other local service as established by the TEX-AN 2000 contract. For both the Customer Plexar Services and the other local telephone service procured through the TEX-AN contract, the estimated annual expenditure for the first year is $2,700,000. The annual expenditures for Plexar lines will continue to diminish as the City converts to the 392 PBX system. The recommendation for confirmation of payments to SBC is because the previous M&Cs, as written, did appropriate the necessary authorized funds to pay for a full twelve months for local telephone service. Loj�name: 13P03-0224A Page t of 2 4 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. BQN\03-0224A\LGS TO Fund/Account/Centers FROM Fund/Account/Centers P168 535080 0046010 $1.226,000.00 Submitted for City Manager's Office by: Richard Zavala (Acting) (6183) Originating Department Head: Jim Keyes (8517) Additional Information Contact: Robert Combs (8357) Kate Yarhouse (8465) Lo--name: 13P03-0224A