HomeMy WebLinkAboutContract 1488-1 C L �!'
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AGREEMENT
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This Agreement Is entered into between Verizon Caffomis Inc. in its capacity as an
incumbent local exchange carrier (Verizon), located at 112 Lakeview Canyon Road,
CA501 LB, Thousand Oaks, California 91362, and City of Cathedral City (Customer)
located at 6 8-700 Avenida Lalo Guerrero, Cathedral City, CA 92223. Verizon and the
Customer are each individually referred to as "a Party" and collectively referred to as
"the Parties ". 3
In consideration of the mutual covenants and promises contained herein, the Parties '
hereto agree as follows:
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I. S ervices. Verizon shall provide to Customer IntraLATA Toll Service and
CentraNe* Service (the Service) at the rates, charges and terms set forth in this
Agreement and in Attachments A and B, which are collectively referred to as "this
Agreement ". All facilities furnished by Verizon under this Agreement shall remain the i
Property of Verizon.
2. Term. The terns period shall be for three (3) years from the in- service date.
Unless notified by Customer to cease delivery of Service upon expiration of this
Agreement, the Service will revert to tariffed rates, if there is a tarlffed rate available, i
and no new contract for the Service has been executed by the Parties. Service will be
disconnected as of the expiration date of this Agreement if there is no tariffed rate
available.
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If Customer indicates to Verizon in writing that it desires to negotiate a new
contract to continue the services provided for herein, this Agreement shall automatically
be extended for a period not to exceed sixty (60) days from the end of the initial term to
allow the Parties to finalize a new Agreement. Written notice must be provided by
Customer at least thirty (30) days prior to the and of the original termination date. F
3. Effective Date This Agreement shall be effective when executed by both
Parties and will be filed with the California Public Utilities Commission (Commission).
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4. In- Service iDate The in- service date for the Service shall be June 16, 2007,
provided that this Agreement is fully executed and effective as of that date. If the
Agreement is not fully executed by June 16, 2007, the in- service date for the Services t
shall be the date following the Effective Date on which one of the Services is avallable
for Customer's use at one of Customer's locations.
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5. Commission/Tariff L%her Applicable Charges This Agreement shall at all
times be subject to such changes or modifications by the Commission as the
Commission may from time to time direct in the exercise of its lawful jurisdiction. I
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This Agreement is subject to allowable federal, state and local surcharges and
taxes.
This Agreement is governed by and subject to the terms and conditions i
contained in applicable Verizon tariffs, including Verizon's tariff rules on late payment
charges, unless such tariffs are expressly inconsistent with the express terms of this
Agreement, in which case the terms of this Agreement shall apply.
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6. Pa Customer shall be responsible for payment of all rates and charges
from the in- service date of the Service notwithstanding any delay in the issuance of bills 3
for services provided. Any back billing limitations applicable to Verizon's tariffed
services (ncluding, but not limited to, those currently contained in Rules 10 and 11,
Schedule Cal. P.U.C. No. MR) do not apply to this Agreement. If
7. Access Verizon and its authorized employees and contractors shall have the
right of ingress to and egress from the Customer's premises where its facilities are
installed in order to provide the Service, in accordance with Customer's reasonable
security procedures.
8. Default If Customer defaults in the payment of any amounts due hereunder, or f
violates any other provision of this Agreement, and rt such default or violation is not g'
cured within thirty (30) days after notice thereof from Verizon, Verizon may terminate
this Agreement forthwith without any liability on the part of Verizon, and Customer shall
be liable for any unpaid charges for the service incurred up to the time of the
termination, plus any applicable basic termination liability charges as set forth in
Attachments A and B.
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9. Limitation of Liabilitt. The liability of Verizon for any losses or damages arising
out of the Services or this Agreement, including but not limited to defects, errors, delays, i
mistakes, omissions, or interruptions shall in all instances be limited to the pro rata
charges to Customer for the periods during which the Service is so affected. Verizon
shall in no instance be liable to Customer for any general compensatory, consequential,
Indirect, incidental, special or punitive damages, including but not limited to revenues or
lost profits.
10. Force Maieure Verizon's performance under this Agreement, or any obligation
hereunder, shall be excused if said performance or obligation is prevented, restricted or g
interfered with due to any cause(s) beyond the reasonable control of Verizon or by s
reason of acts of God, war, revolution, civil commotion, acts of public enemy, embargo, {
tire, explosion, vandalism, cut cable, inclement weather, earthquake, acts of the
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Government in its sovereign capacity, labor difficulties, including without limitation,
strikes, slowdowns, picketing or boycotts, unavailability of facilities or equipment.
Verizon shall not be liable for any delay or failure in its performance during the
occurrence of such circumstances. I
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11. Customer Indemnification Customer shall indemnify, defend and hold
harmless Verizon against any claim, suit or dispute for libel, slander, infringement of
patent, copyright or unauthorized use of any trademark, trade name or service mark
arising out of the material, data, information or other content transmitted pursuant to the
Service. I
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12. Notice Any notice given or required to be given by one Party to the other M
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pursuant to this Agreement shall be in writing and shall be served by one or more of the t
following methods: 1) by personal service, receipt of which shall be deemed to be on
the date personally delivered; 2) by certified or registered Mail, or by a courier or
overnight delivery service, receipt of which shall be deemed to be on the date such
notice is acknowledged in writing by the receiving Party; or 3) by facsimile, receipt of
which shall be deemed to be on the next Business day (defined as a day on which the
United States Mail is delivered) after transmission if sent by facsimile. The transmitting
Party shall retain the facsimile transmission confirmation record. Said notice shall be
sent or delivered to the Parties to their respective authorized representatives and to the
addresses designated below, unless modified by giving notice pursuant to this Section:
If to Customer:
Attn: Jan Deguzman s
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92223
Facsimile: (760) 202 -2524
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if to Verizon:
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Verizon Enterprise Sales Gontract Repository
700 Hidden Ridge, HQW021-25
Irving, TX 75038
Facsimile. 972 71 8-5893
With a copy to:
Legal Department '
Verizon Corporate Services Group
112 Lakeview Canyon Road, CA501 LB i
Thousand Oaks, CA 91362
Facsimile: 805 373 -7515
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13. Modification/Waiver. Any changes or modifications to this Agreement must be
in writing and executed by both Parties, and shall be filed with the Commission. The
terms and conditions contained on a Customer purchase order document (whether
signed by one or both Parties) shall not serve to modify the terms and conditions of this
Agreement. The waiver of any term or condition under this Agreement by either Party is
not a waiver of any other term or waiver of the same term at any other time. Any waiver
must be written and signed by the Parties and shall be filed with the Commission.
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14. Assignment. Neither this Agreement nor any interest herein of Customer may
be assigned, or' n any manner transferred by Customer without the prior written consent
of Verizon. Any attempted assignment or transfer in contravention of the preceding
sentence shall be null and void.
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15. Resale. Customer shall not under any circumstances resell the Service provided
under this Agreement.
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16. Captions/Headings Section or paragraph headings contained in this
Agreement or any addendum are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement or any addendum.
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17. Construction. This Agreement and the provisions contained in it, shall not be 3
construed or interpreted for or against any party hereto because that party drafted or
caused that party's legal representative to draft any of its provisions.
18. Governing haw This Agreement shall at all times be governed by the laws of
the State of Califomia, excluding Its choice of law rules, and by the regulations of the
Commission.
19. Entire Agreement Except for written amendments, supplements or
modifications made after the execution of this Agreement in accordance with Paragraph
13 hereof, this Agreement represents the entire agreement between the Parties I
regarding the subject matter of this Agreement and supersedes all prior negotiations, 1
representations and agreements, either oral or written, or made by or to any employee,
officer, or agent of any Party. s
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20. Authori . The persons signing this Agreement on behalf of the Parties,
represent and warrant to have the respective Party's authority to enter into and execute
this Agreement, and shall indemnify the other Party for any lack of such authority.
21. Confidentiality Customer requests that its identity be kept confidential and not {
publicly disclosed by Verizon or the Commission, unless required by law.
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Customer must sign and date this Agreement on or before June 30, 2007 or the
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proposed Service arrangement and price will no longer be available. Pricing as set forth e
under Attachment A shall be valid unless changes are necessary pursuant to regulatory
requirements. This Agreement will not be considered fully executed until signed by both
Customer and Verizon.
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CITY OF CATHEDRAL CITY VERIZON BUSINESS NETWORK
SERVICES INC. on behalf of VERIZON
CALIFORNIA INC,
Y 6 By A &
Name A'h> �u Name Suleiman Hcssami
VP Pricing/Contract Management —
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ATTACHMENT A_
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Verizon shall provide Intral-ATA Toll Service to Customer pursuant to this s
Agreement at the following rates, terms and conditions:
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Location of Intmi -ATA Toll Service
Intral-ATA Toll Service shall be provided to Customer's Designated Locations in
California set out in Exhibit 1 to Attachment A.
Customer may add Customer Locations for Intral-ATA Toll Service during the
term of this Agreement, provided that such other Customer Locations are within
Verizon's franchise service territory.
Description of IntraLATA Toll Service i
This Agreement covers all calls originating on the lines at the locations and under
the billing telephone numbers (BTNs) of the Customer included In Exhibit 1 to
Attachment A on either a(n) (a) direct dialed or (b) operator assisted basis.
For purposes of this Agreement, direct dialed calls shall include those dialed on a
1+ or 0+ basis and operator - assisted calls shall include those dialed on a 0- basis. Wide
Area Telephone Service (WATS), mobile service, Verizon pay staton, residential, lines
with Handicap discount, Zone Usage Measurement (ZUM) Zone 3, and Local Usage I
Zones 1 and 2 are not applicable under this Agreement. Credit or calling card calls (0 +)
must be placed using a Verizon calling or credit card. Operator assisted calls (0 -, third
number billed or collect) shall be only those calls billed to a line or BTN set forth in Exhibit
1 to Attachment A.
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Operator surcharges (0 +, 0 -, third number billed and collect calls) shall not be
waived or discounted under this Agreement. l
For purposes of meeting the annual minimum set forth below, the minutes of use
for Verizon Business Line 800 calls terminating to a line number or BTN set forth in Exhibit
1 to Attachment A (or such other locations added for Intral-ATA Toll Service as allowed in
this Attachment A) shall be included. However, Verizon Business Line 80o minutes shall
be charged for at the published Tariff rates. t
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All calls shall originate within one of the Local Access and Transport Areas
( "LATAs ") or Market Searing Areas ("MSAs ") within the State of California, and terminate
within the same LATA or MSA_
BTNs and Verizon usage covered by this Attachment A are not eligible for other
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Verizon discount plans or promotional discounts.
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IntraLATA Tall Carrier Selection: i
Customer is responsible for taking any necessary action to select Verizon as its
IntraLATA Toll carrier for all lines Customer wants covered under this Agreement. If
Customer has not selected Verizon as its IntraLATA Toil. carrier, all such calls will be
handled by Customer's selected carrier at the carrier's prevailing rates and charges, the
rates and benefits of this Agreement will not be available for such calls, and Verizon
cannot apply the call usage toward the Customer's annual minimum minutes commitment
set out in this Agreement.
Charges
The following rates apply to minutes of use covered under this Agreement, as set
forth above:
Initial 18 Seconds Each Additional Six Seconds
Day/Evening/Night Rate: $0.0162 $ 0.0054
The above charges do not include Federally mandated end user common line
charges, any applicable local, state, or federal fees, taxes, surcharges, or other applicable
tariffed charges.
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Minimum Commitment:
This Agreement shall be for a minimum amount of five thousand (5,000) minutes
of use per contract year ("Minimum Minutes "). All minutes of use associated with calls,
as set forth above shall apply towards the Customer's total Minimum Minutes.
A contract year shall be the three hundred and sixty-five (365) day period
beginning with the in- service date, as set forth in Section. 4, and ending the day prior to
the anniversary of the in- service date.
At the end of each contract year, Verizon shall determine the total number of f
minutes actually billed to the Customer for that year ( "Actual Minutes"),
If the Actual Minutes are less than the Minimum Minutes, Verizon shall determine
the difference by subtracting Actual Minutes from Minimum Minutes. This difference will
then be multiplied by $L.054 and billed to the Customer in addition to charges billed to I
Customer based on Actual Minutes.
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Minimum Minutes
Actual Minutes
Difference
x 0.054
Reconciliation Amount Billed to Customer
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basic Termination Liabili
If for any reason the Customer terminates or discontinues the Service prior to the
expiration of the term, at the time of discontinuance or termination of Service, Customer I
shall be charged the difference between the Actual Minutes billed and the Minimum
Minutes commitment for the year of termination, plus forty percent (40 %) of the annual
Minimum Minutes commitment for each additional year of the term remaining unfulfilled.
If Customer terminates this Agreement subsequent to the execution of this
Agreement by the Pardes but prior to the in- service date, Customer shall pay to Verizon
all costs incurred by Verizon for contract and service preparation.
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ments and Credits:
Contract year -end adjustments, charges or credits, shall be separately billed to
Customer and shall be payable within thirty (30) calendar days of the date shown on the
bill.
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ATTACHMENT B
Verizon shall provide CentraNeW Service(s) to Customer pursuant to this
Agreement at the following rates, terms and conditions:
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Description of CentraNeW Service(s)
Ce ntraNett® Service is an arrangement whereby certain basic and Qptional
features are provided from central office switching equipment located on Verizon's
property. Customer must maintain a minimum of two (2) CentraNete Service lines for
each customer group location per serving Verizon central office. A CentraNet® station i
line cannot be used in lieu of a DID -DOD trunk or PBX trunk.
Location of CentraNeffi) Service(s):
CentraNett Services shall be provided at the Billing Telephone Numbers (BTNs)
and locations identified in Exhibit 1 to Attachment B. i
Customer may add Customer Locations for CentraNeW Service(s) during the
term of this Agreement, provided that such other Customer Locations are within
Verizon's franchise service territory.
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Ch_ arags.
A. Monthhr Recurring Charges MCI:
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Initlal Order
Q Monthly Recurring Charge Items Per line Charge
115 CENTRANETO LINE $ 8.50
115 FEATURE PAK 1000 $ 2.00
0 FEATURE PAK 2000 $ 3.00
0 FEATURE PAK 3000 $ 3.75
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The above charges do not include Federally mandated and user common line E
charges, any applicable local,' state, or federal fees, taxes, surcharges, or other
applicable tariffed charges. {
Charges for any other additional features ordered by Customer are taken from
Verizon's Tariff, and are subject to change with that Tariff.
B. Non - Recurring Charges (NRC)
Rates for initial Installation, moves, and changes, including line additions will be
assessed from the applicable tariff. k
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Basic Termination Liability Charges (BTL)
If for any reason Customer terminates or discontinues the Service prior to the
expiration of the term, at the time of discontinuance or termination, Customer shall pay
twenty -five percent (25 %) of the rates and charges, set forth above, for the Initial Order
Quantities set forth for the remaining life of the contract. See formula below:
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Termination Liability = 25% X # of lines X $ (monthly line rate) X # of months
remaining at the time of termination.
If Customer terminates this Agreement subsequent to the execution of this
Agreement by the Parties but prior to the in- service date, Customer shall pay to Verizzon
all costs incurred by Vernon for contract and service preparation.
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Exhibit 1 to Attachments A and B
BTN Addmmu. State Zvi
(760) 2024471 35325 DATE PALM DR CATHEDRAL CITY CA 92234
(760) 322.8659 27610 LANDAU BLVD CATHEDRAL CTY CA 92234
(760) 8647223 27610 LANDAU BLVD CATHEDRAL CTY CA 92234
(760) 322 -2272 28905 AVENIDA MARAVILLA CATHEDRAL CTY CA 92234
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(760) 202. 2655 30372 PAULINE AVE CATHEDRAL CTY CA 92234
(760) 202- 1490 32100 DESERT VISTA RD CATHEDRAL CTY CA 92234
(760) 321 -2674 32100 DESERT VISTA RD CATHEDRAL CTY CA 92234
(760) 770 -8200 32100 DESERT VISTA RD CATHEDRAL CTY CA 92234
(760) 202. 1028 34445 CORREGIDOR DR CATHEDRAL CTY CA 92234
(760) 324 -2041 34445 CORREGIDOR DR CATHEDRAL CTY CA 92234
(760) 202 - 1475 34481 DATE PALM DR CATHEDRAL CTY CA 92234
(760) 202 -2643 35200 CATHEDRAL CANYON DR CATHEDRAL CTY CA 92234
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(760) 202- 0415 35602 DATE PALM DR CATHEDRAL CTY CA 92234
(760) 326-2222 36913 DATE PALM DR CATHEDRAL CTY CA 92234 4
(760) 202- 1492 36913 DATE PALM DR CATHEDRAL CTY CA 92234'
(760) 3245684 37161 GLENN AVE CATHEDRAL CTY CA 92234
(760) 321 - 0887 38073 CHRIS DR CATHEDRAL CTY CA 92234
(760) 324 - 3999 68385 KIELEY RD CATHEDRAL CTY CA 92234
(760) 202- 1287 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
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(760) 202 -1485 66700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 202 -1487 68700 AVENIDA LALO GUERRERO CATHEDRAL, CTY CA 92234
(760) 202 -1489 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 202- 1491 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 202- 1494 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 321 -0111 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 321 -4011 68TOO AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 321 - 7470 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(780) 321.8512 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 324 -2694 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(750) 3243608 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 324 -8388 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 328-0916 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 328 - 2529 68700 AVENIDA LALO GUERRERO CATHEDRAL CTY CA 92234
(760) 3242582 68727 E PALM CANYON DR CATHEDRAL CTY CA 92234
(760)32&1219 66727 E PALM CANYON DR CATHEDRAL CTY CA 92234
(760) 321- 1548 68727 E PALM CANYON DR CATHEDRAL CTY CA 92234
(760) 324 - 2493 88752 BUDDY ROGERS AVE CATHEDRAL CTY CA 92234
(760) 328.8912 68999 E PALM CANYON DR CATHEDRAL CTY CA 92234
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