Ordinance No. 5,578900712 -4
ORDINANCE NO. 5578
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A CENTRANET
SERVICE AGREEMENT WITH GTE SOUTHWEST INCORPORATED; AND
• PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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WHEREAS, the City of Baytown desires to change its telephone
switching system to a system operated from the phone company
central office, such as the Centranet Service; and
WHEREAS, TEX.LOC.GOV'T.CODE ANN. section 252.022 provides
that when the functional requirements of the City can only be
satisfied by one source, the requirement for competitive bids is
not applicable; and
WHEREAS, the procurement of a phone switching system as
described can be satisfied by only one source, GTE Southwest,
Inc.; NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section l: That the City Council of the City of Baytown,
Texas, hereby declares that only one source can satisfy the needs
of the City for a telephone switching system operated from the
phone company central office.
Section 2: That the City Council of the City of Baytown,
Texas, hereby authorizes and directs the Mayor and City Clerk of
the City of Baytown to execute and attest to a Centranet Service
Agreement with GTE Southwest Incorporated. A copy of said
agreement is attached hereto, marked Exhibit "A," and made a part
hereof for all intents and purposes.
Section 3: This ordinance shall take effect immediately
from and after its passage by the City Council of the City of
Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the
City Council of the City of Baytown, this the 12th day of July,
1990.
TT O. HUTTO, Mayor
ATTEST:
EILEEN P. hA L, City Clerk
RANDALL B. STRONG, Attorney
C:1:48:12
AGREEMENT FOR THE PROVISION
OF CENTRANET's SERVICE
This Agreement is made between GTE Southwest
incorporated (hereinafter "Seller ") and City of Baytown (herein-
after "Buyer), with its principal place of business located
at Baytown, TX and its Billing address of 2401 Market Street
for the provision of CentraNet® Service (hereinafter 'CentraNet®
Service').
1. Seller will install and maintain a minimum of 267
lines of CentraNet® Service at 2401 Market Street
Seller agrees to provide service for a term of 60 months
commencing on the date testing by Seller is complete and the
Service is available for use by the Buyer. The provision of
service is subject to regulatory approval. Seller will give
Buyer at least fifteen ( 15 ) days advance written notice of
the test date.
2. (a) Buyer agrees to pay Seller, during the above term. a
monthly recurring charge of $ 13.75 per line. This charge
is based upon the minimum 267 lines of CentraNete
Service to be installed under this Agreement and is subject
to the provisions of paragraph 7 of this agreement. Buyer
also agrees to pay Seller, during the above term. a monthly
recurring charge of t 6,635.30 , and a one time nonrecurring
charge of S 1 ,807.00
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:7
These rates shall not be subject to Seller- initiated
increases for a period of sixty (60) months. However, the
rates will be subject to any order of the Federal
Communications Commission (FCC), State regulatory
commissions. or any other applicable regulatory authority.
(b) In the event that the CentraNet® Service is cancelled
by the Buyer prior to the end of the term of this Agreement,
Buyer agrees to pay Seller liquidated damages. Liquidated
damages are computed as follows:
Liquidated damages =
(= of months remaining) x (monthly recurring X ( 267
on term) charge based on lines)
267 lines)
(c) Buyer can cancel this ,Agreement with thirty (30) days
written notice to Seller.
(d) If either party refuses or fails in any material
respect to perform its obligations under this Agreement,
such refusal, failure or violation shall constitute a
default. In such event, the non - defaulting party may so
notify the other party in writing of the default and allow
that party thirty (30) calendar days to cure such default.
If the defaulting party does not cure such default within
said thirty (30) calendar days, the non - defaulting party
shall have the right to terminate this Agreement upon
written notice to the other party and still seek all legal
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• remedies that are available at law or provided for in this
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Agreement. The prevailing party in a lawsuit over a default
of this Agreement shall be entitled to recover reasonable
attorneys' fees and costs of court.
3. Seller will use its best effort to test and install the
Service within a 120 -day period commencing when this
contract is approved and signed by both the Seller and
Buyer. The service date is subject to regulatory approval.
4. No subsequent agreement between Buyer and Seller concerning
the CentraNet® Service shall be effective or binding unless
it is made in writing and executed by both parties. No
representation, promise, inducement or statement of
intention has been made by either party which is not
embodied within this Agreement.
5. Notices under this Agreement shall be addressed as follows:
Buyer: City of Baytown
2401 Market Street
Baytown. TX 77520
Seller: GTE Southwest Incorporated
290 E. Carpenter Frwy.
P.O. Box 152013
Irving, TX 75015 -2013
Attn: Area Director - Major Accounts
MC 9749
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• The effective date of any notice under this Agreement shall
be three days from the date of mailing, first class postage
paid, to the above - listed address.
6. The failure of either party to give notice of default, or to
strictly enforce or insist upon compliance with any of the
terms or conditions of this Agreement, the waiver of any
term or condition of this Agreement, or the granting of an
extension of time for performance. shall not constitute the
permanent waiver of any term or condition of this Agreement.
This Agreement and each of its provisions shall remain at
all times in full force until modified by the parties in
writing.
7. This Agreement is subject and subordinate to the rules and
regulations of any applicable regulatory authority. The
terms and conditions of this agreement along with the rates
stated in 2 above must be approved by the Public Utility
Commission of Texas. The rates are likewise subject to
modification by a regulatory authority. GTE Southwest
Incorporated will file these rates for approval upon
execution of this Agreement.
8. Neither party shall be liable to the other or any third
parties, claiming through or for such pazty, for any
indirect, incidental. special. or consequential damages even
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• if advised of the possibility of such damages and in no
event shall the liability of Seller be greater than that
specified in its tariffs.
U
9. Buyer may not assign this Agreement without Sellers prior
written content.
10. Buyer and Seller agree to submit to each other all
advertising, sales promotion, press releases and other
publicity matters relating to the CentraNet® Service
provided under this Agreement wherein Buyer's and /or
Sellers names or marks are mentioned or language from which
the connection of said names or marks may be inferred or im-
plied. Buyer and Seller agree not to publish or use such
advertising, sales promotion, press release, or publicity
matters without the other party's written approval, which
approval shall not be unreasonably withheld, delayed or
conditioned.
11. This Agreement shall be effective as of the date of
execution and acceptance by the Seller.
12. This Agreement shall be governed and construed under the
laws of the State of Texas.
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• 13. Any provision of this Agreement prohibited by law shall be
ineffective to the extent of such provision, without
invalidating the remaining portions of this Agreement,
unless the general intent of the Agreement would be altered.
14. This Agreement sets forth the entire understanding of the
parties and—supersedes all prig: agreements, arrangements or
understandings relating to CentraNetO Service. Any
provisions contained in Buyer's purchase order or other
similar document which would vary Seller's obligations or
rights under this Agreement shall be inapplicable except to
the extent such terms are specifically agreed to in writing
by Seller. No representations. understandings. agreements
or warranties, express or implied, have been made or relied
upon in the making of this Agreement other than those
specifically set forth herein.
The parties have caused this Agreement to be
executed by their duly authorized representative.
Agreed to and Executed for
Accepted and Executed for
GTE SOUTHWEST INCORPORATED
(Buyer) (Seller)
By: d By:
Tit e: Title-
0 Date: Date:
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Before 0 STATE OF TEXAS
undersigned authority, on this day personally . r. - #,
o after being by
"I, , am mayor for the City of Baytown, and
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LJ
SUBSCRIBED AND SWORN TO BEFORE ME this day of ,
0, A ..i
AFFIDAVIT OF CITY OF BAYTOWN
0
STATE OF TEXAS
COUNTY OF
Before me the undersigned authority, on this day personally appeared
, who, after being by me duly sworn, stated as follows:
III, , am a mayor for City of Baytown and am authorized
to make this affidavit. My responsibilities include the installation of
telecommunications systems for facilities. I have reviewed the
GTE Southwest Incorporated CentraNetsm service offering of 267 lines for
installation at 2401 Market Street, Baytown. The trunk /station ratio of
6:1 provided in this CentraNetsm service offering is adequate to provide the
level of service at this location."
SUBSCRIBED AND SWORN TO BEFORE ME this day of ,
1990.
commission expires:
0
Notary Public, State of Texas
July 13, 1990
Mr. Kent Mitchell
City of Baytown
2401 Market Street
Baytown, TX 77520
Dear Mr. Mitchell:
8988 Kirby Drive
Houston, TX 77054
Reply To
Houston, TX
Subject: MONTHLY PRICING - CENTRANETSm SERVICES
This letter is to clarify the monthly pricing for GTE's CENTRANETSm
services as stated in the contract.
The total monthly charge for 267 CENTRANETsm lines is $6,635.30. The
one time non -re- occurring charge is $1,807.00.
The $13.75 is a per line cost, and is included in the above figures.
GTE is pleased to be working with the City of Baytown on updating their
communication system.
Sincerely yours,
ze
Sarah Weaver
Account Executive
SW: n jb