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HomeMy WebLinkAboutContract 1834 TDS Metrocom Customer Service Agreement SERVICE ADDENDUM [:g] Minnesota D North Dakota D Local Service Only D Internet Service Only D Long Distance Service Only D Local & Long Distance Services This Addendum supplements and amends the Customer Service Agreement between City of Columbia Heights ("Customer") and TDS Metrocom, hIC. - dba - as TDS Metrocom ("TDS Metrocom") dated March 28, 2005. Customer agrees to purchase and TDS Metrocom agrees to provide the communication services ("Service") identified above, for the Minimum Service Period, at the rates identified in the Service Agreement. This Addendum for Service includes and is subject to the attached General TemIS and Conditions of Service. Minimum Service Period: Customer agrees to a 6O-month commitment (the "Minimum Service Period") for the Service. The Minimum Service Period will begin in March 29, 2005 and end in March 28, 2010. This Addendum authorizes the following modifications to the Customer Service Agreement: (1) If Customer receives a tennination penalty from Owest for Services moved from Owest to TDS Metrocom, TDS Metrocom will work with the Customer to ensure any penalties assessed will be credited to the Customer. (2) Customer mav use the services of a qualified Interexchange Carrier (rxC) for dedicated long distance or data services as long as TDS Metrocom provisions all switched local service and TDS Metrocom has the ability to submit proposals on future requested dedicated services. (3) Customer may disconnect Services with TDS Metrocom prior to the end of the Minimum Service Period due to changes in the Customer's business without being responsible for applicable Early Termination Fees, as long as the Customer does not convert disconnected Services to a Competitive Local Exchange Carrier or the RBOC (Owest). (4) Customer may terminate this Agreement prior to the end of the Minimum Service Period without receiving an Early Tennination Fee if the Customer moves the business to a location that cannot be served by Owest. (5) If another company acquires Customer's business, the acquiring company will be responsible for continuing the use of TDS Metrocom Services and for the payment of Early Termination Fees assessed if the acquiring 888 LINK 2 US SA-ADD02A-ORIG Page 1 of 2 Revised ,01/17/05 company should disconnect Service prior to the expiration of the Minimum Service Period as stated in the Service Agreement. (6) Customer may terminate Service with TDS Metrocom without the liability of Early Termination Fees due to severe and repetitive Service issues as long as Customer has notified TDS Metrocom's Repair department of all Service difficulties and the Customer has allowed TDS Metrocom a minimum of thirty (30) days to respond to the reported problem( s). If the problem relates to documented unresponsiveness of a third party provider (Owest, hardware vendor, etc.) the Customer will work with TDS Metrocom to complete requirements for the regulatory complaint process and/or submit a letter to the appropriate Better Business Bureau (EBB) office. As a member in good standin~, of a Chamber of Commerce or Association that endorses the services r vided b US Link / TDS Metrocom hlC. customer shall be ntitled to disconnect service without an arly Termination Fee after satisfaction of a minimum oftwelve (12) months of service. TIllS waiver is only applicable to sixty (60) month service agreements. The following Terms and Conditions of this Addendum apply in addition to the Terms and Conditions identified in the original Service Agreement. · This Addendum must accompany the Service Agreement, if a new Customer. · The Terms and Conditions of Customer's Service Agreement with TDS Metrocom apply to this Addendum. · Customer will receive the applicable Monthly Discount on Services identified in this Addendum as provided in the Service Agreement. · If prior to the expiration of the Minimum Service Period Customer tenninates all or part of the Service identified in this Addendum, or this Addendum is terminated as a result of Customer's default, Customer shall pay early termination charges determined as described in the Service Agreement. · This Addendum may be renewed for an additional Minimum Service Period, as provided in the Service Agreement. If Customer does not renew the Minimum Service Period for Services identified in this Addendum at the expiration of the Minimum Service Period, the discount described in the Service Agreement will no longer apply to this Addendum. The undersigned has read this Addendum, including the attached General Tenns and Conditions, and by his/her signature acknowledges receipt of a copy of this Addendum and agrees to the terms and conditions stated herein. Customer Customer Name City of Columbia Heights Address 590 40th Ave NE City Columbia Heights State/Zip MN 55421 County Hennepin ~" // Authorized Si.f(l1ature .c:;;;:. -' ..?~J~ Title c' 7'" ~-//r""'/ TDS Metrocom Sales Executive Paul Henning Billing No Date Sales MW1{[Rement 888 LINK 2 US SA-ADD02A-ORIG Page 2 of 2 Revised, 01/17/05 Telecommunications Service Agreement Date:3-28-05 Customer Information Ordered By/Title Paul Business Name City of Columbia Heights Physical Location 590 40th Ave NE City, State, Zip Columbia Heights MN 55421 PO Number Phone Fax Type of Business Main Yellow Pages Heading Billing Information Bill To Billing Name same Street same Phone City, State, Zip same Fax Special Billing Requirements D Y [3J N If yes, attach separate page with description. Service Information [3JNew Install DMove DAdd DDisconnect DReplace DContract Renewal Product Type D Local Switched [3J Dedicated D Data D IntraLata D Interstate D Other Comments Service Contacts Physical Address: Room/Floor St;eet 590 40th Ave Ne City Name Phone BusHrs Requested Install (D/T) Other Telephone Service Providers Equipment Vendor Vendor Telephone Columbia Heights State Zip Test TurnUp Pager # Bldg Access Pager # Current Local Provider Current LD Provider Toll Free Provider Quantity Description of Term Monthlv Recurrin~ Char~e Non-Recurrin~ Char~e Ordered Services/Equipment Unit Total Unit Total 1 PRI 60 $440 $440 1 Pri Install $630 $630 1 PR Install (waived) ($630) ($630) I OU t-bolJ/V'l IOl\t..l~JtwL XS . 0561a' 1'\' \ l\llbov~ \oilC,J.I'S.~ Xu .Ota P(S"'fV\~ "- *If the number of voice lines at XData locations falls below 5 lines, XData will be canceled and cancellation charges will apply to that location. **FCC/911/LNP/USF/Federal and State taxes and Additional Directorv Listinq charqes applv. Local usaqe charqes applv if applicable. Total: $440 Total: $0 BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOUR TDS METROCOM TELEPHONE SERVICE ORDER IS AS STATED ABOVE AND THAT YOU HAVE READ AND AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT INCLUDING THE BACK PAGE HEREOF AND IN ANY APPLICABLE TARIFFS. SUBJECT TO THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT, THE PERSON OR ENTITY NAMED ABOVE ("CUSTOMER") HEREBY COVENANTS AND AGREES TO RETAIN TDS METROCOM, LLC. ("TDS METROCOM") TO PROVIDE TELECOMMUNICATION SERVICES DESCRIBED HEREIN (COLLECTIVELY THE "SERVICE"). EXCEPT AS PROVIDED HEREIN, THIS AGREEMENT IS NONCANCELLABLE. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES THE PROVISIONS OF ANY PURCHASE ORDER OR ANY OTHER DOCUMENT. Customer responsible for cancellation of current long distance carrier service. Customer initials TDS METROCOM, LLC. By: Authorized Representative Name: Title: Date: TELECOMMUNICATION SERVICES AGREEMENT 1. AGREEMENT. During the term of this Agreement, TDS METROCOM, LLC. agrees to provide the Service to Customer and Customer agrees to purchase the Service subject to the terms and conditions of this Agreement and in TDS METROCOM's general and special tariffs filed with the applicabie state pubiic service commission as modified from time to time as well as any general and special tariffs of other carriers in which TDS METROCOM concurs. 2. COMMENCEMENT AND TERM OF SERVICE. This Agreement shall become effective upon execution by authorized representatives of TDS METROCOM and Customer. TDS METROCOM reserves the right to terminate this Agreement with or without cause at any time prior to the commencement of Service. In the event that any installation or other non- recurring charge incurred in connection with the Service requested by Customer is higher than the estimated charge quoted Customer on the front page hereof, Customer shall have the right to terminate this Agreement within 10 days of notice by TDS METROCOM of the amount of such charge. The term of this Agreement shall begin on the latter of the requested service date or the day following the date in which TDS METROCOM notifies Customer that the Service is ready for use (the "Service Commencement Date") and shall continue untii the expiration of the appiicabie term for the Service ordered. At the expiration of the term, this Agreement shall continue in effect with respect to the Service on a month-to-month base until canceled by either party on 30 days written notice; provided, however, that the charge for Service during such renewal period shall be at the then current monthly rate charged by TDS METROCOM for such Service. In the event that any action taken by any legislative, judicial or regulatory body directly or indirectly causes a reduction in revenue or an increase in expenses with respect to the provision of the Service, TDS METROCOM shall have the right to increase the amount of Recurring Service Charges set forth on the front page of this Agreement upon 30 days notice. Customer shall have the right to terminate this Agreement within 30 days of notice of the change in such Recurring Service Charges ~I'/ 3. INSTALLATION AND CUSTOMER RESPONSIBILITIES. TDS METROCOM shall only be responsible for bringing the iines ordered by Customer to the Customer designated demarcation point at Customer's premises where TDS METROCOM's equipment terminates. In no event shall TDS METROCOM be responsible for connecting, instaliing or wiring past the demarcation point. Customer agrees and acknowledges that it shall be Customer's sole responsibility to provide and arrange for all necessary wiring and equipment required to extend dial tone including phone system programming and any other related wiring or work required to implement the Service. Customer agrees to (i) prOVide full and unrestricted access to premises of Customer by personnel of TDS METROCOM for all installation, maintenance and repair services, if any, to be provided under this Agreement; and (ii) to prOVide TDS METROCOM electrical power to operate Service and adequate space in Customer's premises to house any equipment used in connection with provision of the Service. 4. PAYMENT. Customer agrees to timely pay TDS METROCOM throughout term of this Agreement the Service Charge together with installation and fees set forth on the front page hereof. Customer also agrees to pay any appiicable tariffed rates for Services. The first monthly Service Charge shall be prorated from the Service Commencement Date through the end of the calendar month in which the Service Commencement Date occurs. Nonrecurring charges are payable with the first Service Charge. TDS METROCOM shall submit monthly invoices to Customer and payment of all charges thereon shall be due at the address shown on the invoice no later than 20 days after invoice date. Any amounts not paid within 22 days of the invoice date will be subject to a late charge of 1.5% per month or at the maximum lawful rate, whichever is lower. Any applicable surcharge, federal, state, local, use, excise or sales tax or similar levy chargeable to or against TDS METROCOM because of the service provided to Customer shall be charged to and paid by Customer in addition to the Service Charge and other charges in this Agreement. If payment of a check is returned due to insufficient funds, Customer will be in immediate default and subject to a return check charge of $25.00. 5. INTERRUPTION OF SERVICE. For any interruption of Service that is not due to negiigence or non-compiiance with any term or condition of this Agreement by Customer or the failure of operation or malfunction of facilities, power or equipment provided by the Customer, Customer will be entitled to a credit against the monthly Service Charge. Service will be deemed to be interrupted from the time TDS METROCOM receives notice from Customer that the Service is not working until the time the Service is working. Unless provided otherwise by law or tariff, credits shall be calculated on the basis of a 30-day month and shall be credited upon Customer request against the monthly Service Charge as follows: First 30 minutes: none 30 minutes to 3 hours: 1/10 day Each additional 3 hour period (or fraction thereof): 1/5 day If the duration of the outage is more than 24 hours but less than five days than the credit shall be the pro rated amount of the Customer's monthly Service Charge. If the duration of the outage is five days or longer than the credit shall be the pro rated amount of the Customer's monthly Service Charge for the first four days of the outage and $5.00 per day for each day thereafter in an aggregate amount not to exceed the monthly Service Charge. 6. DISCLAIMER OF WARRANTIES. TOS METROCOM MAKES NO WARRANTY AS TO THE CONTINUOUS OPERATION OF THE SERVICE OR ANY SPECIFIC FEATURE OF THE SERVICE. ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. 7. LIMITATION ON DAMAGES/CLAIM PERIOD. TDS METROCOM SHALL NOT BE LIABLE IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF THE USE OF THE SERVICE, LOSS OF DATA, CUSTOMER'S INABILITY TO USE THE SERVICE, INTERRUPTIONS OR CLAIMS BY THIRD PARTIES. THE PARTIES AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, TOS METROCOM LIMITS LIABILITY RELATED TO THE PROVISION OF SERVICES AS FOLLOWS: FOR DIRECT DAMAGE TDS METROCOM'S LIABILITY IS LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR SERVICES GIVING RISE TO, OR WHICH ARE THE SUBJECT OF, THE CLAIM WHETHER SUCH CLAIM ALLEGES BREACH OF CONTRACT, OR TORTUOUS CONDUCT INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR ANY OTHER THEORY. NO ACTION REGARDLESS OF FORM ARISING OUT OF THE SERVICE OR PERFORMANCE BY TOS METROCOM UNDER THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. TOS METROCOM SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO CUSTOMER FOR ANY OMISSION OR ERROR WITH RESPECT TO CUSTOMER'S TELEPHONE DIRECTORY LISTINGS. 8. SUBSEQUENT LINE ADDITIONSIDELETIONS TO THIS AGREEMENT WILL BE AS FOLLOWS: a.) Subsequent additions will be rated under a new Agreement or added to the existing Agreement, based upon the remaining period of the initial Agreement. For each new iine added to this Agreement after a 60 day grace period, an installation charge will be appiicable. The charge includes an account service order charge of $15.00 per account, plus a iine charge of $20.00 per iine. b) Subsequent feature additions or changes, after a 60 day grace period, will be assessed a service fee, including an account service order charge of $15.00 per account, plus a Change fee of $5.00 per order request. c) If Customer does not maintain at least 75% of the quantity of iines under the initial Agreement over the iife of this agreement, Customer shall be liable for a termination charge under paragraph 9 on all iines cancelled. _In'I,/9. CANCELLATION: If Customer cancels this Agreement or reduces the number of iines below the minimum commitment levels stated above, prior to expiration of the respective term for such service, Customer shall pay TDS METROCOM a cancellation charge. The cancellation charge will be calculated as; (a) the difference between the amount billed Customer under this agreement for the services up to the date of cancellation, and the amount that would have been billed had the customer been billed at the rate appiicable an agreement which had a term equal to the term between the effective date of this Agreement and the termination date; plus (b) any installation and service fees that have been previously waived. If there is a partial cancellation, any volume discounts going forward will be appiied based only on the remaining volume. Either party may cancel this Agreement without iiabiiity in the event TDS METROCOM is prohibited from providing service or if any material rate or term contained herein is substantially changed by final order of a court, administrative agency other body of competent jurisdiction. Termination charges will not apply if the Customer replaces the Service with a new contract with a term equal to or greater than the original term with a minimum commitment equal to at least 75% of the original commitment level under this Agreement. Each Service designation is deemed a separate service and cancellation of any single service shall not affect the other services ordered by Customer in this Agreement. 1 O. DEFAULT. An event of default ("Event of Default") shall occur upon the occurrence of all or anyone of the following events: (a) the Customer does not pay when due any invoice; (b) the Customer files, or has filed against it, a petition in bankruptcy or for its reorganization, arrangement, composition or readjustment under the federal bankruptcy code or any state insolvency law or the Customer liquidates all or a substantial part of its assets not in the ordinary course of its business, dissolves or takes other similar action; or (c) the Customer shall default in the performance of any of its obiigations to TDS METROCOM or any assignee arising under this Agreement or any applicable tariff or any other agreement between the Customer and TDS METROCOM. Page 2 of 3 TDS METROCOM Sept, 2004 11. REMEDIES/TERMINA TION OF SERVICE. Upon the occurrence of an Event of Default, TDS METROCOM may, at its option and without notice or demand, exercise all or anyone or more of the following remedies: (a) declare immediately due and payable all invoices and all other sums due or to become due hereunder or under any other agreement between the Customer and TDS METROCOM; (b) terminate or suspend all of its obligations arising under this Agreement including Service, and any other agreement between the Customer and TDS METROCOM; (c) enter the premises where any of TDS METROCOM equipment is located and repossess all or any part of the equipment; or (d) exercise all other legal and equitable remedies which TDS METROCOM may have. The foregoing remedies shall be deemed cumulative and may be exercised successively or concurrently as permitted by law. The Customer will reimburse TDS METROCOM for all fees, costs and expenses, including all attorney's fees, costs and expenses, incurred by TOS METROCOM to enforce all or any of its rights arising hereunder. 12. REPRESENTATIONS AND WARRANTIES OF CUSTOMER. Customer warrants and represents to TOS METROCOM that (i) Customer is to use the Service solely for business purposes; (Ii) Customer has the right, power and authority to enter into and perform its obligations under this Agreement; (Iii) Customer has taken all the requisite legal action to approve the execution, delivery and performance of this Agreement; (iv) this Agreement constitutes a binding obligation enforceable against Customer in accordance with its terms; and (v) the individual executing this Agreement is either the Customer individually or is a duiy appointed officer or agent of Customer with the authority to execute this Agreement on behalf of Customer. 13. MISCELLANEOUS. Obligations of TDS METROCOM are subject to force majeure and TDS METROCOM shall not be in default under this Agreement if any failure or delay in performance is caused by strike, power failure, accidents, acts of God, fire, flood, adverse weather, lack of transportation, condemnation or exercise of rights of eminent domain, war or civli disorder, or any other cause beyond the reasonable control of TDS METROCOM. Any assignment, in whole or in part, by Customer of any right or obligation or of any interest hereunder without written consent of TDS METROCOM shall be void. Customer acknowledges certain duties and obligations of TDS METROCOM under this Agreement may be performed by certain affiliates of TOS METROCOM. Notwithstanding expiration or termination of this Agreement, the provisions of the Agreement which by their nature or context are required or intended to survive shall survive and remain in full force and effect. All notices or requests which may be given by any party to the other party shall be in writing and shall be deemed to have been duly given on the date delivered in person or via express service or on the date deposited, postage prepaid in the United States mail via Certified Mail, return receipt requested, to the Customer at the address set forth on front page hereof and to TDS METROCOM at 525 Junction Road, Suite 6000, Madison, WI 53717, Attention: Contract Administrator. This Agreement together with any applicable tariff sets forth the entire agreement, and supersedes any and all prior agreements between parties with respect to transactions set forth herein. No change, amendment or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by both parties to this Agreement. Page 3 of 3 TOS METROCOM Sept, 2004 TODA V'S DATE: 03/28/05 '"This form a customer Twin Cities North Chamber ROUTING # RefCrral ,{r;C111 Nallle ReFerral Agenl Sales Numher Referral Lead Number UST LOCATION/ACCOUNT HERE: I I ETN ACCOUNT TYPE -_....._- -- (List Location/Account Above) This is location of o SWITCH o Perm R>esale o BUS. ~- o UNEP ORES. 656 Local ... o Temp Resale/SWITCItit - -------- -------- -- --------.--- ~ ~ o GOV. S.u AC# BCC# CCR# LD '" o Temp Resale/UNEP If 5 1:::1 ';:: ~ TOTAL: $ - ~ ACCOUNT # BILLING INFORMATION ~i!y()!~o~l!!lllJia Heigi!ts Billil/g Nume 590 40th Ave NE Columbia Heig].!t MN 55421 City ,S'tLlle Zil' Bi/liug Addrcss LSD COl/laL'! Persol/ o Telephone # Change 0 Name Change CREDIT INFORMATION - COl/lucl Phol/e # !!eIl':l~I!!Il_ COUI//v Bi/ling Telcphonc # o Address Change OWNERSHIP TYPE: o Corporation 0 Propietorship o partnership 0 Residential ~ Government Acct. Yrs ill Busilless Fed ID# . _YJ:JeQQ5QJ?V/ o Name Change Only / No Ownership Change o Ownership Change Effective Dmte PRINCIPLE OFFICERS, PARTNERS OR INDIVIDUALS ^ tv<>i It.. L~? ~L___ ;5.___~_;lf- -,8..g"'-:Je~ Name TItle Social Security # * -Requiredfor Pal'llerships & Sole Proeprielorships Address City SJtate Zip I--~--------------------------------------------------_I~------- Name Title Social Security # Address City 5'l:iate Zip ____AI"_________________.________________________________________.1'_.1' BANK REFERENCE Nanle~__N~X-r~~t...B~ Phone Fax x CUy Account # Save-A-C DYES State Zip If YES, please attach appropriate authorization andlor Tax Exemption Form/s. Credit Card Pymts If YES, please attach CC,Auth Form The undersigned has read this b?formation and by his/her signature acknowleges receipt of a copy of this Account Information FOf(7J11 and agrees to the terms and conditions contained herein. I hereby authorize USLink to make inquiries concerning my credit worthiness and hermby authorize financial institutions, vendors, Gnd others to disclose credit b?formation to USLink. CUST(jMER N,'ME & Tl L'. 1 u;:.~ -. __I .L ;f,L ~"'-" "J-e.":.. CUSTOMER SIGNATURE ~4/ ACCOUNT ~XECUTIVK ~R.'ll Henning LETTER OF AGENCY TO DAY'S DATE 3/28/2005 Customer Name Address City City Of Columbia Heights 590 40th Ave NE Columbia Heights State & ZIP MN 55421 Account # SERVICE TYPES , Outbound InterLATA Long Distance Service Local Service Inbound 800/888/500/877* Customer required next to each service type <;on Outbound IntraLATA Long Distance Service ~ ''Attach additioilal Numbers 0/1 II separate LOA. Please indude the Customer fin' tllose /lumbers. TELEPHONE NUMBERlS TO BE CONVERTED INBOUND (800/888/866/877/500) rings into - rings into - ~.. .... ...~.. . ................... ............................. rings into- ._~~ ........ ...... "Customer lIIust iutilll lIl!tlwri;;atiulI ~jlpe ~ This letter authorizes TDS Metrocom to act as our communications representative/agent and/or represent the above- mentioned customer and indicated telephone numbers to obtain information and/or copies of all our network services identified below. I understand that depending on my situation, the local telephone company may impose a charge for this and subsequent selections. o CHECK HERE Customer has additiol/al Inbound TN, to COli vert and IIseoarate IO.j is included. This letter authorizes TDS Metrocom to obtain information and/or copies of all network services for the above-mentioned customer. The authorization shall remain in effect until canceled by us in writing. This Letter of Agency rescinds any other letter of agency previously entered by the above-mentioned customer. This letter also authorizes the use of a facsimile copy to be used as a valid and binding authorization. '4.-1/1 G-yOS~ Date: 3/28/05 Customer Authorized Representative (print name) Title: ~S %c::.J.. "I.'e-;<::......