HomeMy WebLinkAboutAGMT - GTE Leasing Corporation (Norstar Equipment) AGREEMENT
This Agreement is entered into between GTE California Incorporated in its
capacity as an incumbent local exchange carrier (GTE), located at One GTE
Place, Thousand Oaks, California 91362 -3811, and City of Seal Beach
(Customer) located at 211 Eighth Street, Seal Beach, Califomia 90740. GTE and
the Customer are each individually referred to as "a Party" and collectively
referred to as "the Parties ".
In consideration of the mutual covenants and promises contained herein, the
Parties hereto agree as follows:
1. Services. GTE shall provide to Customer IntraLATA Toll, CentraNet®
and CentraNet® Voicemail Box Services (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 GTE under
this, Agreement shall remain the property of GTE.
2. Term. The term period shall be for one (1) year from the in- service date.
If Customer indicates to GTE 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 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 30 days prior to the end of the original
termination date.
3. Effective Date. This Agreement shall be effective when executed by both
Parties and will be filed with the California Public Utilities Commission
(Commission).
4. In- Service Date. The in- service date for the Service shall be the date,
after the Effective date, on which GTE's provisioning has been completed and
Service is available for use by the Customer at one of the Customer's locations.
5. Commission/Tariffs /Other 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.
This Agreement is subject to allowable federal, state and local surcharges
and taxes.
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This Agreement is governed by and subject to the terms and conditions
contained in applicable GTE tariffs, including GTE'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.
6. Payment. 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 for services provided. Any back billing limitations applicable to
GTE's tariffed services (including, but not limited to, those currently contained in
Rules 10 and 11, Schedule Cal. P.U.C. No. D &R) do not apply to this Agreement.
7. Access. GTE 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 violates any other provision of this Agreement, and if such default
or violation is not cured within thirty (30) days after notice thereof from GTE, GTE
may terminate this Agreement forthwith without any liability of the part of GTE,
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. If GTE materially defaults with
respect to the provision of the Service under this Agreement and such default or
violation is not cured within thirty (30) days after written notice of default from
Customer, then Customer may terminate this Agreement without application of
the Basic Termination Liability as set out in Attachments A and B. If Customer
terminates this Agreement due to GTE's failure to timely cure a material default,
Customer shall remain liable to GTE for the payment of charges due and owing
for Service provided prior to termination of the Agreement.
9. Limitation of Liability. The liability of GTE for any losses or damages
arising out of the Services or this Agreement, including but not limited to defects,
errors, delays, 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. GTE 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. GTE's performance under this Agreement, or any
obligation hereunder, shall be excused if said performance or obligation is
prevented, restricted or interfered with due to any cause(s) beyond the
reasonable control of GTE or by reason of acts of God, war, revolution, civil
commotion, acts of public enemy, embargo, fire, explosion, vandalism, cut cable,
inclement weather, earthquake, acts of the Government in its sovereign capacity,
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labor difficulties, including without limitation, strikes, slowdowns, picketing or
boycotts, unavailability of facilities or equipment. GTE shall not be liable for any
delay or failure in its performance during the occurrence of such circumstances.
11. Customer Indemnification. Customer shall indemnify, defend and hold
harmless GTE 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.
12. Notice. Any notice given or required to be given by one Party to the other
pursuant to this Agreement shall be in writing and shall be served by one or more
of the 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:
Dan Dorsey
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Facsimile: 562 431 -4067
With a copy to:
Quinn M. Barrow
City Attorney
City of Seal Beach
333 South Hope Street, 38 Floor
Los Angeles, CA 90071 -1469
Facsimile: 213 626 -0078
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If to GTE:
Michael A. Sherburn
GTE California Incorporated
12501 E. Imperial Highway, CAU16RP
Norwalk, CA 90650
Facsimile: 562 483 -6126
With a copy to:
Assistant General Counsel West Region Field Operations
GTE California Incorporated
One GTE Place, CA500LB
Thousand Oaks, CA 91362 -3811
Facsimile: 805 373 -7515
13. Modification/Waiver. Any changes or modifications to this Agreement
must be in writing and executed by both Parties, and shall only become effective
upon Commission approval. 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.
14. Assignment. Neither this Agreement nor any interest herein of Customer
may be assigned, or in any manner transferred by Customer without the prior
written consent of GTE. Any attempted assignment or transfer in contravention
of the preceding sentence shall be null and void.
15. Resale. Customer shall not under any circumstances resell the Service
provided under this Agreement.
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.
17. Construction. This Agreement and the provisions contained in it, shall
not be 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. Goveminq Law. This Agreement shall at all times be governed by the
laws of the State of California, excluding its choice of law rules, and by the
regulations of the Commission.
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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 regarding the subject matter of this Agreement and supersedes all
prior negotiations, representations and agreements, either oral or written, or
made to any employee, officer, or agent of any Party. This Agreement and the
provisions contained herein shall not be 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.
20. Authority. 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 GTE or the Commission, unless required by law.
22. Public Contract Code. GTE (1) is aware of, and acknowledges the State
of California's policy concerning enforcement of child and family support
obligations as set out in Section 7110(a) of the Public Contract Code; (2) to the
best of GTE's knowledge, it is fully complying with earnings assignment orders of
all employees; and (3) to the best of GTE's knowledge, GTE is providing the
names of all new employees to the Illinois State New Hire Registry pursuant to
42 U.S.C. §653a(b)(1)(B) and California Unemployment Insurance Code
§1088.5(d)(3).
GTE CALIFORNIA INCORPORATED CITY •F SEAL BEACH
By 11..E V ! By `
nof
Name MI .S AEE43 U.2.14 Name _. 1 iE / y ,�1
Title V P - k3 2A Title AS 1'1 tom 1 % . 1 AP/440
Date , — 2 -2000 Date /b 5 J 6 ,OW) l
Approved
as to
Form
By:
Date: 9 de
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ATTACHMENT A
GTE shall provide IntraLATA Toll Service to Customer pursuant to this
Agreement at the following rates, terms and conditions:
Location of IntraLATA Toll Service: IntraLATA Toll Service shall be provided to
Customer's Designated Locations in Califomia set out in Exhibit 1 to Attachment
A.
Customer may add Customer Locations for IntraLATA Toll Service during
the term of this Agreement, provided that such other Customer Locations are
within GTE's franchise service territory.
Description of IntraLATA Toll Service:
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) operated 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, GTE pay
station, residential, lines with Handicap discount, Zone Usage Measurement
(ZUM) Zone 3, and Local Usage Zones 1 and 2 are not applicable under this
Agreement. Credit or calling card calls (0 +) must be placed using a GTE 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.
Operator surcharges (0 +, 0 -, third number - billed and collect calls) shall not
be waived or discounted under this Agreement.
For purposes of meeting the annual minimum set forth below, the minutes
of use for GTE 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 Toll Service as
allowed in this Attachment A) shall be included. However, GTE Business Line 800
minutes shall be charged for at the published Tariff rates.
All calls shall originate within one of the Local Access and Transport Areas
( "LATAs ") or Market Serving Areas ( "MSAs ") within the State of California, and
terminate within the same LATA or MSA.
BTNs and GTE usage covered by this Attachment A are not eligible for
other GTE discount plans or promotional discounts.
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IntraLATA Toll Carrier Selection:
Customer is responsible for taking any necessary action to select GTE as
its intraLATA toll carrier for all lines Customer wants covered under this
Agreement. If Customer has not selected GTE as its intraLATA toll 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 GTE 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: $0.0150 $ 0.0050
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.
Minimum Commitment:
This Agreement shall be for a minimum amount of one hundred thirteen
thousand eight hundred eighteen (113,818) 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, GTE shall determine the total number of
minutes actually billed to the Customer for that year ( "Actual Minutes ").
If the Actual Minutes are less than the Minimum Minutes, GTE shall
determine the difference by subtracting Actual Minutes from Minimum Minutes.
This difference will then be multiplied by $0.050 and billed to the Customer in
addition to charges billed to Customer based on Actual Minutes.
Minimum Minutes
- Actual Minutes
Difference
x $ 0.050
Reconciliation Amount Billed to Customer
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Basic Termination Liability
In the event Customer elects an early termination of this Agreement,
Customer shall be charged the difference between the Actual Minutes billed and
the Minimum Minutes commitment for the year of termination, plus forty (40 %)
percent 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 Parties but prior to the in- service date, in addition to the
termination liability set forth above, Customer shall pay to GTE all costs incurred
by GTE for service preparation.
Adiustments and Credits:
Contract year -end adjustments, charges or credits, shall be separately
billed to Customer within ninety (90) calendar days of the end of the contract year
and shall be payable within thirty (30) calendar days of the date shown on the bill.
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ATTACHMENT B
GTE shall provide CentraNet® Service to Customer pursuant to this
Agreement at the following rates, terms and conditions:
Description of CentraNet® and CentraNet® Voicemail Box Services:
CentraNet® Service is an arrangement whereby certain basic and optional
features are provided from central office switching equipment located on GTE's
property. Customer must maintain a minimum of two (2) CentraNet® Service
lines for each customer group location per serving GTE central office.
CentraNet® Voicemail Box Service is a communication system located in a GTE
central office allowing users to have calls answered when their line is busy or not
answered. They can then retrieve messages from anywhere and process by
saving, forward to another GTE voicemail user, or erasing.
Location of CentraNet® and CentraNet® Voicemail Box Services:
CentraNet® and CentraNet® Voicemail Box Services shall be provided at the
BTNs and locations identified in Exhibit 1 to this Attachment B.
Customer may add Customer Locations for CentraNet® and CentraNet®
Voicemail Box Services during the term of this Agreement, provided that such
other Customer Locations are within GTE's franchise service territory.
Charges:
Monthly Recurring Charges
Initial Order
Quantity Monthly Recurring Charge Items Per Line Charge
153 CENTRANET® LINE $10.50
153 FEATURE PAK 1000 $ 2.25
19 CENTRANET® VOICEMAIL BOX $ 4.75
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.
Charges shown for Additional Features are taken from GTE's Tariff, and
are subject to change with that Tariff.
Non - Recurring Charges:
Rates for initial installation, moves, and changes, including line additions
will be assessed from the applicable tariff.
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Basic Termination Liability Charges:
Should Customer terminate the Agreement before the expiration date,
Customer shall pay twenty -five (25 %) percent 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:
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
GTE all costs incurred by GTE for service preparation.
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Exhibit 1 to Attachment A
IntraLATA Toll
BILLING NUMBER NAME STREET ADDRESS CITY
562 431 -1122 SEAL BEACH CITY OF SEAL BEACH
562 799 -0137 SEAL BEACH CITY OF PD 12433 SEAL BEACH BLVD SEAL BEACH
562 431 -2513 SEAL BEACH CITY OF 151 MARINA DR SEAL BEACH
562 598 -7453 SEAL BEACH COMM SWIM POOL 1698 BOLSA AVE SEAL BEACH
562 430 -9612 SEAL BEACH COMM SWIM POOL 1698 BOLSA AVE SEAL BEACH
562 430 -5478 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 431 -6405 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 431 -4067 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 431 -2527 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 493 -0301 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 594 -9814 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 598 -5735 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 431 -7842 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 430 -6497 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 430 -6079 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 596 -9990 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 598 -0724 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 598 -9564 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -0737 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -1383 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -1518 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -3368 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -3567 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 799 -4100 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
562 431 -7298 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
562 431 -2541 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
562 598 -6280 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
562 431 -0248 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
562 598 -6408 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
562 795 -5410 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
562 431 -9759 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
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Exhibit 1 to Attachment B
CentraNet®
BILLING NUMBER NAME STREET ADDRESS CITY
562 799 -0137 SEAL BEACH CITY OF PD 12433 SEAL BEACH BLVD SEAL BEACH
562 431 -7842 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 430 -6497 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 431 -2527 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 430 -5478 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 431 -4067 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 493 -0301 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 596 -9990 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 598 -5735 SEAL BEACH CITY OF 211 8TH ST SEAL BEACH
562 598 -0724 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -3368 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 598 -9564 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -1518 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -1383 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -0737 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 431 -3567 SEAL BEACH CITY OF 888 OCEAN AVE SEAL BEACH
562 799 -4100 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
562 795 -5410 SEAL BEACH POLICE DEPT 911 SEAL BEACH BLVD SEAL BEACH
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