Ordinance No. 5,784910228 -3
ORDINANCE NO. 5784
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN AMENDED
CENTRANET SERVICE AGREEMENT WITH GTE SOUTHWEST
INCORPORATED; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
WHEREAS, the City Council of the City of Baytown on the 12th
day of July, 1990, pursuant to Ordinance No. 5578, authorized and
directed the Mayor and City Clerk of the City of Baytown to
execute and attest to a Centranet Service Agreement with GTE
Southwest Incorporated; and
WHEREAS, it has become necessary to amend the Centranet
Agreement due to the rejection of the quarter mile line change by
the Public Utility Commission; NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOVuN,
TEXAS:
Section 1: 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 an amended 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 2: 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 28th day of
February, 1991.
*...
ETT-6'-.'1HNUTTO, Mayor
ATTEST:
EILEEN P. HA L, City Clerk
CIO RAMIREZ, SR. s.istant City Attorney
C :1 :16 :21
AGREEMENT FOR THE PROVISION
OF CENTRANETO 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 and its Billing address of 2401 Market
for the provision of CentraNet® Service (hereinafter "CentraNet®
Service ").
1. Seller will install and maintain a minimum of 243
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 243
lines
of CentraNet
Service to be installed under this Agreement and is subject .
to the provisions of paragraph 7 of thip agreement. Buyer
also agrees to pay Seller, during the above term, a monthly
recurring charge of $ 6,837.62 , and a one time nonrecurring
charge of $ 1,554.00
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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
0 of months remaining) x (monthly recurring X ( 241
on term) charge based on lines)
24'1 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
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
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.
b. 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 party, 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.
9. Buyer may not assign this Agreement without Seller's prior
written consent.
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
Seller's 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 CentraNet® 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
CITY OF BAYTOWN
(Buyer)
By:
Title: Mayor
Date:
Accepted and Executed for
GTE SOUTHWEST INCORPORATED
(Seller)
By:
Title:
Date:
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ADDENDUM TO AGREEMENT
FOR THE PROVISION OF CENTRANETR SERVICE
This addendum is made to the Agreement for the Provision of CENTRANET
R
Service entered between GTE Southwest Incorporated ( "Seller ") and the
City of Baytown ( "Buyer ") entered on July 17, 1990. The parties hereby
agree to amend their agreement as follows:
1. Buyer agrees to pay Seller, during the agreed upon term, a
monthly charge of $6,837.62. This recurring charge is broken down as
follows:
CENTRANETR Subscription Charge $ 400.00
243 CENTRANETR Line Charge @ 13.75 3,341.25
243 CENTRANETR Subscriber Line Charge @ .60 145.80
1,432 CENTRANETR Mileage Charges @ 1.16 1,661.12
8
FCO Mileage @ 2.50 (1st 1/4 Mile)
20.00
148
Add'l FCO Mileage @ 1.25
185.00
7
OPX 1/4 Mile @ 1.85 (Animal Control)
12.95
1
Universal Night Answer
10.00
15
Add'l Network Accesses @ 56.10
841.50
1
Data Link Console Interface
90.00
1
Add'l Console Number
90.00.
Paging /Paging Address
30.00
1
Music on Hold
10.00
TOTAL MONTHLY CENTRANETR CHARGES
$ 6,837.62
2. Buyer also agrees to pay Seller a nonrecurring charge of $1,807.00
'(no change from original agreement), which is broken down as follows:
1 CENTRANETR Installation Charge $ 215.00
243 Line Connect Charge @ 2.50 607.50
1 Service Order Charge 31.50
Premise Visits
1 Data Link Console Interface 210.00
1 Add'l Console Number 185.00
1 Paging /Public Address 140.00
1 Universal Night Answer 65.00
1 Predetermine Night Answer 25.00
1 Listed Directory Number 25.00
1 Music on Hold 50.00
TOTAL NONRECURRING CHARGES $ 1,554.00