HomeMy WebLinkAboutC2008-218 - 6/18/2008 - NAGrand¢
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TELECOMMUNICATIONS SERVICES
AGREEMENT
THIS AGREEMENT IS ENTERED INTO BY AND
BETWEEN Grande Communications Networks,
Inc., ("Grande") and [he following "Customer":
Customer Name
Contact Name ~AV1c~T~VI~nO) MTS
Billing Address ~ o~ b ( ~DGt?/1 S
321-dohm-3ffi[ain-St., Corpus Christi, 1TX 78401
1. Services. Subject to the terms and conditions
contained herein, Grande agrees to provide to
Customer, and Customer agrees to purchase from
Grande, [he telecommunications service(s)
identified in the accepted Service Request Forms
attached hereto and incorporated herein
(collectively, the "Service").
2. Term. The term of this Agreement with respect to
each accepted Service Request Form shall
commence on the Requested Service Date (as
specified in an accepted Service Request Form) or
the date upon which the Service first becomes
available, whichever is later (the "Service
Commencement Date"). Unless specifically
provided otherwise in the Service Request Form,
Service is for a period of thirty-six (36) months
from the Service Commencement Date. Unless
canceled in writing by either party at least thirty (30)
days prior to expiration, Service will automatically
continue on a month-to-month basis upon the same
terms and conditions. The term of the Service
under this paragraph is hereinafter referred to as
the "Service Commitment Period."
3. Tariff Applicability. If the Service provided
hereunder is subject to the rates, terms and
conditions contained in Grande's tariffs ("Tariffs")
on file with the Federal Communications
Commission (FCC) or on file with the Public Utility
Commission of Texas ("PUCT"), this Agreement
shall be subject to changes, modifications, orders
and rulings by the FCC or the PUCT. In the event
of a conflict between the terms of the applicable
Tariffs and this Agreement, the terms of the Tariffs
2008-218
06/18/08
shall control and supersede the terms of this
Agreement. If Tariffs do not govern the Service,
this Agreement and its rates, terms and conditions
set forth herein shall fully control. If during the term
of this Agreement the Tariffs covering the Service
are withdrawn pursuant to statutory changes or
orders from the FCC, or other governmental or
judicial authority, this Agreement shall continue in
full force and effect and the rates, terms and
conditions se[ forth herein shall fully control.
4. Charges. For the Service provided pursuant to
this Agreement, Customer shall pay Grande the
rates and charges set forth in the applicable
Service Request Form. Customer shall also pay all
applicable federal, state and/or local taxes, fees
and surcharges that may be required under
applicable law, regulation or tariffs in connection
with the Service. Such taxes, fees and/or
surcharges are subject to change without notice to
Customer. Charges for ancillary services, including
but not limited to, charges for installation and
change orders, used by Customer will be imposed
at Grande's current rates and such charges are
also subject to change without notice to Customer.
5. Pavment of Charces: Payment for installation
and other non-recurring charges shall be due on
the first day of the month following the month in
which the Service was provided. Thereafter,
payment for monthly recurring charges shall be
made in advance of the month for which Service
shall be provided, and shall be due before the first
day of such month. In the even[ Customer fails to
pay Grande's invoice in full or remit payment to the
proper address on or before ten (10) days after the
due date, Customer shall also pay a late payment
charge of 1.5% per month or the maximum rate
permitted by law, whichever is low, on all overdue
amounts until Customer's account is current.
Should Customer have a billing dispute, Customer
must provide notice to Grande in writing within thirty
(30) days of the invoice date with a detailed
explanation of the disputed invoiced amount, and
Customer shall pay the undisputed portion as and
when due. If Grande determines that a disputed
charge was billed correctly, payment shall be due
from Customer with five (5) days after Grande
advises Customer that the dispute is denied.
6. Credit ChecWDeoosit. Customer's credit history
is subject to review by Grande. In conformity with
Grande's established policies, if Customer's
financial condition cannot be verified or is otherwise
unacceptable to Grande, Grande may establish
certain credit measures including but noT limited to
setting toll usage limitations and requiring deposits
or irrevocable letters of credit as a condition to
providing Service. The provisions of this Section 6
are independent of, and in addition to, such other
rights and remedies as Grande may have at law or
in equity or otherwise for any breach of this
Agreement by Customer.
Grande Communications
7. Unauthorized Use. Grande does not warrant or
guarantee that it can prevent unauthorized use or
misuse. Grande shall not be liable for any
damages, including charges for service under this
Agreement, that Customer may incur as a result of
unauthorized use or misuse of the Service by
Customer's employees, contractors and agents,
other third parties or the public. Customer will
remain responsible for all charges.
8. Limited Warranty. GRANDE WILL USE
COMMERCIALLY REASONABLE EFFORTS TO
PROVIDE THE SERVICE SUBSTANTIALLY IN
ACCORDANCE WITH SERVICE DESCRIPTIONS.
GRANDE DOES NOT WARRANT THE SERVICE
WILL BE PROVIDED WITHOUT INTERRUPTION.
IF THE SERVICE DOES NOT FUNCTION
SUBSTANTIALLY IN ACCORDANCE WITH SUCH
SERVICE DESCRIPTIONS THROUGH NO FAULT
OF CUSTOMER OR ITS AGENTS, OR DUE TO
SCHEDULED MAINTENANCE, GRANDE WILL
REPAIR THE SERVICE AND ANY CREDITS FOR
THE AFFECTED SERVICE WILL BE ISSUED IN
ACCORDANCE WITH GRANDE'S THEN
CURRENT POLICIES. THIS LIMITED
WARRANTY IS EXCLUSIVE OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF
MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE.
9. Limitation of Liability. GRANDE WILL NOT BE
LIABLE FOR CONSEQUENTIAL, INCIDENTAL,
INDIRECT, OR SPECIAL DAMAGES, INCLUDING,
BUT NOT LIMITED T0, LOSS OF BUSINESS,
PROFITS, INFORMATION OR OTHER
COMMERCIAL OR ECONOMIC LOSS, WHETHER
SUCH DAMAGES ARE BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE
OR OTHERWISE) EVEN IF GRANDE HAS BEEN
NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES. GRANDE'S LIABILITY TO
CUSTOMER FOR ANY OTHER DAMAGES DUE
TO FAILURES IN THE SERVICE ARISING FROM
ITS NEGLIGENCE OR BREACH OF THE
AGREEMENT SHALL BE LIMITED TO THE
CHARGES FOR THE SERVICE AFFECTED BY
THE FAILURE FOR THE PERIOD OF SUCH
FAILURE.
10. Default. In addition to any other rights and
remedies specified herein, or available to Grande at
law or in equity, Grande shall have the following
suspension and/or termination rights: (a) Grande
may, upon three (3) days' prior written notice,
immediately suspend all or any portion of the
Service to Customer and/or terminate this
Agreement without liability, if any Customer invoice
is more than ten (10) business days past due; (b)
Grande may, upon seven (7) days' prior written
notice, immediately suspend all or any portion of
the Service to Customer and/or terminate this
Agreement without liability, in the event Customer
shall fail to cure any material breach of this
Agreement; and (c) Grande may immediately
suspend all or any portion of [he Service to
Customer and/or terminate this Agreement without
liability, if Customer files a bankruptcy or
reorganization or fails to discharge an involuntary
petition within thirty (30) days after such filing, or if
Customer otherwise becomes insolvent.
11. Termination: The rates and charges for Service
set forth on the applicable Service Request Form
are established, in part, in consideration of
Customer's agreement to purchase Service for a
specified term. After a Service Request Form is
accepted by Grande, Customer may cancel all or
any portion of the Service prior to the expiration of
the Service Commitment Period (an "Early
Termination") by providing Grande with written
notice of such Early Termination at least thirty (30)
days prior to the effective date thereof. In the event
of any Early Termination, or a termination by
Grande in accordance with Section 10 herein
("Section 10 Default"), Customer shall remain liable
for and pay to Grande, within ten (10) days after the
effective date of the Early Termination or the
Section 10 Default, and without any right of off-set
against pre-paid non-recurring Charges, an amount
equal to: (1) all non-recurring Service charges
applicable to the cancelled Service remaining
unpaid as of the effective date of the Early
Termination or the Section 10 Defaulh plus (2) all
accrued and unpaid monthly service charges for the
cancelled Service through the effective date of the
Early Termination or [he Section 10 Default; plus
(3) as liquidated damages, a Termination Fee equal
to: (a) the remaining balance of all monthly service
charges for the cancelled Service far the remainder
of the Service Commitment Period if the Service
Commitment Period is one (1) year or less; or (b) if
the Service Commitment Period is longer than one
(1) year, the remaining balance of all monthly
service charges for the cancelled Service for the
remainder of the firs[ year of the Service
Commitment Period, plus an amount equal to
twenty percent (20%) of the balance of all monthly
service changes for the terminated Service for the
remainder of the Service Commitment Period. The
parties agree that the Termination Fee is not a
penalty, but rather, the parties' best estimate of the
actual losses to be incurred by Grande as a result
of such Early Termination by Customer or Section
10 Default by Grande, as applicable, the actual
losses being difficult or impossible to calculate or
ascertain. In the event of an Early Termination or a
Section 10 Default, Customer shall not be entitled
to any refund of all or any portion of any non-
Recurring service charges paid by Customer prior
to the effective date of the Early Termination or the
Section 10 Default. In the event of any cancellation
described in Section 10 or Section 11 herein,
Customer shall also pay Grande an amount equal
to any termination charges, expenses, fees or
penalties incurred by Grande due to cancellation of
relevant local access procured and administered by
Grande on behalf of Customer plus any other
reasonable costs, expenses or additional charges
incurred as a result thereof.
12. Restrictions on Service.
(a) Customer use of any Service provided under
this Agreement is subject to applicable state and
federal laws, rules and regulations. Notwithstanding
anything to the contrary contained herein or
elsewhere in any agreement between the parties,
upon thirty (30) days prior written notice, Grande or
Customer shall have the right, without liability, to
cancel an affected portion of the Service, if any
material rate or term contained herein and relevant
to the Service is substantially changed by order of
the highest court of competent jurisdiction to which
the matter is appealed, the Federal
Communications Commission or other local, state
or federal government authority, or due to a
material change or termination of a relevant third-
party contract of Grande affecting the terms and
conditions, including, without limitation, pricing,
contained herein (e.g., an underlying provider).
(b). Any service utilizing a dynamic integrated
access device requires customer supplied power. A
power supply failure will interrupt this service,
including the ability to access emergency response
services such as police, fire and 911
(c) For telephone trunk based services, Grande
shall utilize [he Billing Telephone Number (BTN),
the Customer name, and the Service Address of
the telephone product specified on the Service
Request Form for 911 and E-911 notification. If
Customer desires all assigned outbound numbers
to be reported to 911 and E-911, Customer must
enter into a separate "PBX Agreement" with the
local Public Safety Answering Point ("PSAP") and
provide an executed copy to Grande. Within a
commercially reasonable time after receipt of such
executed copy of such a PBX Agreement, Grande
shall enable all assigned outbound numbers to be
transmitted for 911 and E-911 connection.
Customer shall remain solely responsible far
access to emergency response services such as
police, fire and 911 for any private distribution of
telephone numbers to service locations other than
that listed as the BTN Service Address on the
Service Request Form.
13. Force Majeure. If Grande's performance of this
Agreement or any obligation hereunder is
prevented, restricted or interfered with by causes
beyond its reasonable control, including but not
limited to, acts of God, fire, explosion, vandalism,
cable cut, storm or other similar occurrence, any
law, order, regulation, direction, action or request of
the United States government or state or local
governments, any instrumentality of any one or
more said governments, or of any civil or military
authority, or by national emergencies, insurrections,
riots, wars, strikes, lockouts or work stoppages or
other labor difficulties, supplier failures, shortages,
breaches or delays, Grande shall not be liable for
any such failure of performance.
14. General Provisions:
(a) Customer accepts the responsibility for
providing Grande with any tax or special access
surcharge exemption forms as may be required by
local exchange telephone companies.
(b) The provision of the Service will not create a
partnership or joint venture between the parties or
result in a joint service offering to third parties.
(c) This Agreement shall be governed by the laws
of the State of Texas, without reference to its
principles of conflict of laws. In the event suit is
brought or an attorney is retained by Grande to
enforce the terms of this Agreement or to collect
any money(s) due hereunder or to collect money
damages for breach hereof, Grande shall be
entitled to recover, in addition to any other remedy,
reimbursement for reasonable attorneys' fees, court
costs, costs of investigation and other related
expenses incurred in connection therewith.
(d) This Agreement shall be binding upon and inure
to the benefit of both parties hereto and their
respective successors or permitted assigns,
provided, however, that Customer shall not assign
or transfer its rights or obligations under this
Agreement without the prior written consent of
Grande, which consent shall not be unreasonably
withheld, and further provided that any assignment
or transfer without such consent shall entitle
Grande to terminate the Service provided
hereunder at its options upon ten (10) days prior
written notice. Grande may assign this Agreement
without consent to any affiliated entity or to any
successor in interest whether by merger,
reorganization or transfer of all or substantially all of
its assets or otherwise.
(e) If any part of any provision of this Agreement
shall be invalid or unenforceable under applicable
law, said part shall be ineffective to the extent of
such invalidity only, without in any way affecting the
remaining parts of said provision or the remaining
provisions of this Agreement and Customer and
Grande hereby agree to negotiate in good faith with
respect to any such invalid or unenforceable part to
the eMent necessary to render such part valid and
enforceable. Either Party's failure to enforce any of
the provisions of this Agreement or to exercise any
right or option is not a waiver of any such provision,
right or option, and shall not affect the validity of the
Agreement. Any waiver must be written and signed
by the Parties.
(f) Any notice or other communication required or
permitted under this Agreement shall be in writing
and shall be deemed given when delivered by hand
or three (3) days after being deposited in the United
States mail, registered or certified mail, return
receipt requested, postage prepaid, and addressed
to the applicable "Business Address" shown below.
Either party hereto may change its address for
notification purposes by giving the other party prior
written notice as aforesaid specifying the new
address and the date upon which it shall become
effective.
(g) The Parties hereto hereby knowingly,
irrevocably, voluntarily and intentionally waive any
rights to a trial by jury in respect of any action,
proceeding or counterclaim based on this
Agreement or arising out of, under, or in connection
with [his Agreement or any document or instrument
executed in connection with this Agreement, or any
course of conduct, course of dealing, statements
(whether verbal or written) or action of any Party
hereto.
(h) This Agreement may be executed
simultaneously in any number of counterparts, each
of which counterparts will be deemed to be an
original, and such counterparts will constitute but
one and the same instrument.
(i) Neither Party will disclose the terms of this
Agreement to any other person without the prior
written consent of [he other Party, except as may
be necessary to comply with applicable laws and
regulations.
GRANDE COMMUNICATIONS NETWORKS, INC.
Printed Name: Jfrr Q/tt.~wR~
Title: S ~• //°
a6 ?u he 0
(j) This Agreement, including the relevant
Schedules and Supplements thereto represents the
entire understanding between the Parties in relation
to the matters herein and supersedes all previous
agreements whether oral or written made between
the Parties in relation to the subject matter hereof.
Except as otherwise agreed herein, this Agreement
may only be modified by a writing signed by
authorized representatives of both Parties. The
headings in this Agreement are tar convenience of
reference and shall not affect its construction or
interpretation.
(k) The covenants and agreements contained in
this Agreement with respect to payment of amounts
due, confidentiality, liability, and indemnification
shall survive termination of this Agreement,
regardless of the reason for termination. The rights
and obligations under this Agreement shall survive
any merger or sale of either party and shall be
binding upon the successors and permitted assigns
of each party.
(I) Each signatory to this Agreement does hereby
represent and warrant that he has the authority to
execute this Agreement on behalf of the party to
this Agreement for whom he is executing this
Agreement.
IN WITNESS WHEREOF, the parties have
executed this Agreement on the date set forth
below.
CUSTOMER
By: //'~
Prime Name: l~Co/L1~i K Nr7~
Title: ~ 1''1~V1~Cl~/
Date: ,~ U 1\L ~ B ~ 2 ~~
" ti~A D~ AT(E$1-:
Business Address: 6 BunsineLSS Address /+_ /qn ~~~ ~- ~-
401 Carlson Circle lit"1 f~ o~ lN~l C/YU'i S~,
San Marcos, TX 78666 ~~~. ~av~ d Tv'el,;v,o,~ /M Z~
ATTN: Legal Department ~n~l _ C~r iS~ ~ i` ~t~ ~O~
Telephone Number: (512) 878-4000 Telephone Number: ~ 3~(~ So~L-.31S~
~Grand¢
CONMUNICA110 Nf~ SERVICE REQUEST FORM ~rGrand¢
iON MVNISAtI ONS~
Quote Date: 6/5/2008 3:54:29 PM
fuflM6f.SONTIOMf SUfINffS.fOiVSIONS
m n Al;count Acct Grouo lax Fxemot Tax ID
CITY OF CORPUS CHRISTI 118434 ENTPRS WHOLESALE
Billing Address Suite # SllJt State ZIQ Acd Sales Reo Phone
321 JOHN SARTAIN ST ~ S TX 78401 O 940-465-1149
CHR ST A
COUNT
Contact Name Phone Alt. Phone ~~
V~AV~d~i~¢viytp 3u $2(, 3'I 2b ~1~ -~-yiZVlvtO CG'~¢Iru 3. ~
r r # Configuration Service Address
1087656 GMAN -100 321 JOHN SARTAIN ST, CORPUS CHRISTI, TX 78401
Service Address Configuration Pricing Descri to ion Quantity Non-Recurring Recurring
321 JOHN SARTAIN ST, CORPUS
CHRISTI, TX 78401 GMAN -100 - 3 YR Dediceted Intemat Access Mbps 15 $750.00
Dedicated lntemet Access Service 1 $0.00
Enterpdse Service Base Rate 1 $375.00
Installation 1 $0.00
Totals $O.OD $7,125.00
Service Comments:
Pricing is valid 30 calendar days from date of quote.
Grande acceptance subject to final engineering and construction assessment. In limited cases, an additional Construction Surcharge may apply.
Customer hereby agrees to all terms and conditions of the Telecommunications Services Agreement and of the state and federal tariffs of Grande
Communications (Grande) as the same exists and may be amended in the future, Including limitations of Grande liabilities, applicable to the service(s)
and options hereby requested.
/~ c
Authorized Signature Name ~ ~ Title / I ~/~ ,~ ate ~ , ~ OeJ . 0~!
Grande Acceptance ~~~~~ Name -r~~ ~KNKaN Title l./~S-r1.1vlP Date
SIC 1-~6- 08
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