HomeMy WebLinkAboutresolution.council.009-94 RESOLUTION NO. ~
(Series of 1994)
A RESOLUTION APPROVING A SERVICE AGREEMENT BETWEEN U. S. WEST AND
THE CITY OF ASPEN, COLORADO, FOR THE PROVISION OF TELEPHONE SERVICES
AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON
BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a service agreement
between U. S. West and the City of Aspen, a true and accurate copy of which is
attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves that service
agreement between U. S. West and the City of Aspen, a copy of which is annexed
hereto and incorporated herein, and does hereby authorize the City Manager of the City
of Aspen to execute said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen
onthe ~' dayof '~~ 1994. ~ ~, ~~
John S. Bennett, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen,
Colorado, at a meeting held x ~ ,--~/ /~.,/~
Kathryn S.)~och~ City Clerk
Billing Number~' ~D-~-~O 0
Agreement Number ~O3 ~
U S WEST NETWORK SERVICE AGREEMENT
GENERAL TERMS
Intrastate
This is an agreement between Aspen city Government
("CUSTOMER") and U S WEST communications, Inc. ("USWC"), for the
provision of the U S WEST Service defined on Attachment 1
("Service"), which is incorporated herein by this reference. Where
Attachment 1 conflicts with these General Terms, Attachment 1 will
prevail.
1. SCOPE. Under this Agreement, USWC ,shall furnish and
CUSTOMER shall pay for Service as defined on Attachment 1. USWC
shall provide Service up to the Standard Network Interface ("SNI")
at CUSTOMER's premises. The SNI is that location where USWC's
protected network facilities end and CUSTOMeR's inside wire or
network begins. USWC provides Service in accordance with the
applicable Tariff, Price List, and/or Catalog ("Tariff") which
governs Service in the state Service is provided, incorporated
herein by this reference.
2. TERM. This Agreement will commence on the latest signature
date, provided mandatory filing requirements are met. The term of
this Agreement will expire sixty (60) months from the date of
Should USWC continue to provide Service after this term without a
further agreement, the Service charges will convert to the
applicable month-to-month rate under the terms and conditions of
the applicable Tariff, or, in its absence, this Agreement.
3. CHARGES AND BILLINS. CUSTOMER agrees to pay the charges for
Service as specified on Attachment 1. These charges do not include
applicable taxes imposed by law. CUSTOMER shall pay each bill in
full by the payment due date on each bill. Where permitted by law,
late payment charges shall be assessed according to Tariff, or law.
4. TERMINATION. Either party may terminate this Agreement for
cause provided written notice specifying the cause for termination
and requesting correction within thirty (30) days is given the
other party and such cause is not corrected within such thirty (30)
day period. Cause is any material breach of the terms of this
Agreement. If USWC terminates this Agreement for cause, or ;if
CUSTOMER terminates this Agreement WITHOUT cause, CUSTOMER shall
pay discontinuance charges. If termination is prior to
installation of Service, discontinuance charges shall be those
reasonable costs incurred by USWC through the date of termination.
Termination Charges for Service discontinued after installation are
defined on Attachment 1.
JANUARY 21, 1994/CAM/ASPEN CITY GOVERNMENT
DEN-940121-0009/E 1
5. NON-APPROPRIATION. In accord with the Colorado
Constitution, performance of the City's obligations under this
Agreement are expressly subject to appropriation of funds by City
Council. In the event that funds are not appropriated in whole or
in part sufficient for the performance of the City's obligations
under this Agreement, or appropriated funds may not be expended due
to City Charter spending limitations, then city may terminate this
Agreement without compensation to USWC.
6. INTERRUPTIONS TO SERVICE. Tariff specifies the credit
allowance due CUSTOMER, if any, for interruptions to Service which
are not caused by CUSTOMER's negligence.
7. PERSONAL INJURY; PROPERTY DAMAGE. To the extent authorized
by law, each party shall be responsible for any actual physical
damages it directly causes to the other in 'the course of its
performance under this Agreement, limited to damages resulting from
personal injuries, death, or property damage arising from negligent
acts or omissions; PROVIDED HOWEVER, THAT NEITHER PARTY SHALL BE
LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR
SPECIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOSS
OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT.
8. LIMITATION OF LIABILITY. USWC SHALL NOT BE LIABLE TO
CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE,
LOSS OF BUSINESS, OR LOSS OF PROFIT. EXCEPT AS PROVIDED IN SECTION
7, ANY USWC LIABILITY TO CUSTOMER FOR ANY DAMAGES OF ANY KIND UNDER
THIS AGREEMENT SHALL NOT EXCEED, IN AMOUNT, A SUM EQUIVALENT TO THE
APPLICABLE CREDIT FOR INTERRUPTIONS TO SERVICE UNDER THIS
AGREEMENT. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVEAND LIMITED
TO THOSE EXPRESSLY DESCRIBED IN THIS AGREEMENT.
9. NO WARRANTIES. THERE ARE NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
10. UNCONTROLLABLE CIRCUMSTANCES. Neither party shall be
deemed in violation of this Agreement if it is prevented from
performing any of the obligations under this Agreement by reason of
severe weather and storms; earthquakes or other natural
occurrences; strikes or other labor unrest; power failures; nuclear
or other civil or military emergencies; acts of legislative,
judicial, executive or administrative authorities; or any other
circumstances which are not within its reasonable control.
11. LAWFULNESS. This Agreement and the parties' actions under
this Agreement shall comply with all applicable federal, state, and
local laws, rules, regulations, court orders, and governmental
agency orders including the Modification of Final Judgment
as issued in United States v. Western Electric Co., et al., Civil
Action No. 82-0192, U.S. District Court for the District of
Columbia, and all subsequent orders issued in or related to that
proceeding. This Agreement shall be governed by the laws of the
JANUARY 21, 1994/CAM/ASPEN CITY GOVERNMENT
DEN-940121-0009/E 2
state where Service is provided. Any change in rates, charges or
regulations authorized by the legally constituted authorities will
act as a modification of any contract to that extent withoUt
further notice.
12. SEVERABILIT¥. In the event that a court, governmental
agency, or regulatory agency with proper jurisdiction determines
that this Agreement or a provision of this Agreement is unlawful,
this Agreement, or that provision of the Agreement to the extent it
is unlawful, shall terminate. Further, if USWC determines that
this Agreement or a provision of this Agreement is inconsistent
with the MFJ, this Agreement or that provision shall terminate upon
written notice to the CUSTOMER to that effect. If a provision of
this Agreement is terminated but the parties can legally,
commercially and practicably continue without the terminated
provision, the remainder of this Agreement .shall continue in
effect.
13, GENERAL PROVISIONS.
13.1. Failure or delay by either party to exercise any right,
power, or privilege hereunder, shall not operate as a waiver
hereto.
13.2. This Agreement shall not be assignable by CUSTOMER without
the express written consent of USWC.
13.3. This Agreement benefits CUSTOMER and USWC. There are no
third party beneficiaries.
13.4. This Agreement constitutes the entire understanding between
CUSTOMER and USWC with respect to Service provided herein and
supersedes any prior agreements or understandings.
The parties hereby execute and authorize this Agreement as of the
latest date shown below:
Aspen City Government U S WEST Communications~ Inc.
zed natur
Name ~yped Or Printed
Name Typed Or Printed
Title Title
Date Date
Address for Notices Address for Notices
JANUARY 21, lg94/CAM/ASPEN CETY GOVERNMENT
DEN-940121-0009/E 3
ATTACHMENT 1
U S WEST CUSTOM CENTRON RATE STABILIZED SERVICE
1. SCOPE.
1.1. Service is an intrastate, intraLATA, USWC central office-based
lo=al exchange telecommunications service that includes
1) transport of CUSTOMER's communications between CUSTOMER's
location(s) covered by this Agreement and USWC's serving central
office; 2) intercommunication, that is, intraCUSTOMER calling
capability; 3) use of related telecommunications service features;
and 4) Exchange/Network Access provided by Network Access
Registers. Service is provided by means of Main Station Lines and
central office switching equipment. The specific elements of
Service provided to CUSTOMER under this Agreement and the
associated custom-priced rates and charges a~e as set forth in
Attachment iA, incorporated by reference.
1.2. USWC's State and/or FCC Tariffs, Catalogs, and/or Price Lists
govern other matters that are not custo~-priced under this
Agreement, but may apply to CUSTOMER's use of Service. (For
example, certain Service locations, features, equipment, network or
exchange access charges, Customer Access Line Charges and/or End
User Common Line Charges.) This Agreement incorporates by
reference, all applicable provisions of such Tariffs, Catalogs,
and/or Price Lists.
1.3. The methods, procedures, equipment,
software,
and
facilities
used by USWC to provide Service to CUSTOMER are matters subject to
USWC's sole discretion. USWC may replace existing central office
equipment with updated technology when it decides that the
replacement may be in its best interest. There will be no changes
in the Service charges as a result of such replacements. However,
should CUSTOMER add new features available as a result of such
technology updates, additional monthly and/or non-recurring charges
may be applicable. In the event that CUSTOMER requests that USWC
replace its existing central office equipment with updated
technology, CUSTOMER may be required to pay an extraordinary
charge.
2. USWC's RESPONSIBILITIES. USWC shall:
2.1. Provide Service to CUSTOMER on a twenty-four (24) hour per
day, seven (7) day per week basis during the term of this
Agreement.
2.2. Provide Service to CUSTOMER's primary premises location at
130 S. Galena, Aspen, Colorado and associated secondary locations.
Each contracted location address and the associated Main Station
Line charges are listed in Attachment lA, Part One.
3. CUSTOMER's RESPONSIBILITIES. CUSTOMER shall arrange for
placement, maintenance, repair, operation, and replacement of all
inside wire (including riser cable), not owned by USWC, and
JANUARY 21, 1994/CAM/ASPEN CITY GOVERNMENT
DEN-940121-0009/E 4
Customer Premises Equipment (CPE) that CUSTOMER uses in connection
with Service. Premises wiring and CPE must be compatible with
USWC's provision of Service.
4. TERM.
4.1. CUSTOMER has the option to renew and extend Service at any
time during the term of this Agreement provided that 1) USWC
commercially offers Service; 2) the extension period is for not
less than three (3) years and the resulting new term does not
exceed seven (7) years; 3) CUSTOMER and USWC reach Agreement on the
recalculated Service rates and charges; and 4) CUSTOMER and USWC
execute a written renewal agreement.
4.2. CUSTOMER understands that the Colorado Public Utilities
Commission has issued a proposed ruling under Docket 92S-229T which
may limit the effective term period of this Agreement. If and when
the Docket becomes effective, existing Custom Centron agreements
would be allowed to continue in effect for up to one year following
the final Commission decision or until expiration of the term of
the agreement whichever comes first, at the customer's discretion.
USWC has requested reconsideration of this proposed ruling but
there is no guarantee that the request will be successful.
5. MOVESt CHANGES.
5.1. CUSTOMER may add Main Station Lines and Associated Service
Elements and Features at the locations and charges specified in
Attachment lA provided 1) USWC offers such additions; and 2)
necessary facilities are available. CUSTOMER may also add more
locations, or different Service Elements and Features, provided 1)
USWC offers such additions; 2) necessary facilities are available;
and 3) the parties execute written Supplements to this Agreement
covering such additions and the associated charges.
5.2. CUSTOMER may substitute the CENTRON Service governed by this
Agreement with another USWC service that functionally supplants
CENTRON Service and provides equivalent or greater feature
functionality ("Upgraded Service"), i.e., Integrated Services
Digital Network (ISDN) Service, provided that 1) the parties
negotiate a new agreement for the Upgraded Service with a service
term that is at least equivalent to the remaining term of this
Agreement; 2) the Upgraded Service is legally, technically, and
commercially available; and 3) CUSTOMER pays all charges assessed
for the upgrade of Service including, but not limited to, all
non-recoverable costs for equipment and facilities and all
non-recurring charges incurred in the provision of Service under
this Agreement but not yet recovered. In the event that Service
provided under this Agreement is substituted with an Upgraded
Service, the termination charge under section 6 below shall not
apply.
5.3. CUSTOMER may request a transfer ("move") of Service from the
CUSTOMER premises location(s) listed in Attachment IA, Part Two, to
JANUARY 21, 1994/CAM/ASPEN CITY GOVERNMENT
DEN-940121-0009/E 5
other CUSTOMER premises location(s) within USWC~s fourteen (14)
state service area. USWC shall grant CUSTOMER's request if
1) necessary facilities are available; 2) CUSTOMER pays all
uncollected costs associated with the original premises location(s)
including, but not limited to, stranded facilities costs,
installation costs, labor costs, engineering costs, and service
order charges; 3) CUSTOMER agrees to pay the recalculated monthly
Service charges and non-recurring charges for the new location(s);
4) the move results in CUSTOMER retaining in total the same or a
greater number of Main Station Lines; 5) Service is connected at
the new location(s) within thirty (30) days of the disconnect date
at the old location(s); and 6) USWC and CUSTOMER execute a written
Supplement to this Agreement or a new agreement, as is appropriate,
with a term that is at least equal to the remaining term of this
Agreement. If the move results in CUSTOMER retaining in total
fewer Main Station Lines or if Service is not connected at the new
location(s) within thirty (30) days of the disconnect date at the
old location(s); the termination charge under section 6 below may
apply.
6. TERMINATION.
6.1. If CUSTOMER removes in whole or in part 1) Main Station Lines
to a level that is less than eighty percent (80%) of the initial
combined total number of Main Station Lines stated in Attachment
iA, Part One; and/or 2) any Associated Service Elements and
Features to a level that is less than eighty percent (80%) of the
initial quantity stated in Attachment lA, Part Two, on or after the
date of installation of Service and prior to expiration of the term
of this Agreement, a termination charge shall apply. The
termination charge will be calculated as follows:
1) Monthly Charges for Service Terminated, multiplied by 2)
50%, multiplied by 3) Annuity Factor*, plus 4) Ail Billed but
Unpaid Recurring and Ail Outstanding Nonrecurring Charges
* The annuity factor will be determined by a standard annuity table
based on; 1) an effective percentage rate that reflects the then
current USWC composite cost of money; and 2) the number of months
remaining in the term of this Agreement.
6.2. If the amount of any termination charges calculated in
accordance with this Agreement exceeds the maximum amount allowed
by law, the maximum lawful amount shall apply.
7. CHARGES. CUSTOMER shall pay all charges billed by USWC
that are 1) specified in Attachment iA, and 2) not specified in
Attachment iA but are applicable to Service under USWC State and/or
Federal Communications Commission (FCC) Tariffs, Catalogs, and/or
Price Lists.
JANUARY 21, 1994/CAM/ASPEN CITY GOVERNMENT
DEN-940121-0009/E 6
ATTACHMENT lA TO
WEST CUSTOM CENTRON RATE STABILIZED SERVICE ATTACHMENT
CUSTOM-PRICED SERVICE ELEMENTS
PART ONE= MAIN STATION LINES
CUSTOMER receives Service over an initial combined total of
five hundred and twenty (520) Main Station Lines at locations and
charges listed below.
Monthly
Initial Recurring
Address(es) Quantity usoc, Charqe Each
0076 Service Center Dr. 17 EEA $16.09
0223 Airport Rd 13 EEA $16.09
0275 Castle Creek Rd 1 EEA' $16.09
0405 Castle Creek Rd 52 EEA $6.45
0100 Lone Pine Rd 1 EEA $16.09
1080 Power Plant Rd 6 EEA $16.09
130 S. Galena 112 EEA $6.45
219 Puppy Smith 2 EEA $16.09
233 W. Hyman Ave 9 EEA $16 09
3 Ajax Mountain 1 EEA $16 09
39551 Hwy 82 1 EEA $16 09
429 Rio Grande P1 1 EEA $16 09
0450 Maroon Creek Rd 3 EEA $16 09
500 Doolittle Dr 12 EEA $16 09
506 E. Main 115 EEA $6 45
515 E. Bleeker 20 EEA $16 09
530 E Main 89 EEA $6 45
585 Cemetery Ct 10 EEA $16 09
630 W. Main 1' EEA $16 09
37275 Highway 82 5 EEA $16.09
0077 Airport Rd 3 EEA $16.09
320 E. Hyman 46 EEA $6.45
PART TWO: ASSOCIATED SERVICE ELEMENTS AND FEATURES
Initial Monthly Recurring Nonrecurring
Description Quantity USOC Charqe Each Charqe Each
Common
Equipment: 1 ERC $42.82 -0-
JANUARY 21, 1994/CAM/ASPEN CITY GOVERNMENT
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