HomeMy WebLinkAboutStaff Report 4.A 07/18/2005CITY of PETALU iA, CALIFORP L}A p
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AGENDA $ILL
Aeenda Title:
Proposal for Fiber Optic Network Services
July 18, 2005
Meetine Time: ® 3:00 PNI
❑ 7:00 PM
Cateeory (check one): ❑ Consent Calendar [_] Public Bearing X❑ New Business
❑ Unfinished Business ❑ Presentation
Department: Director: I Contact Person: Phone Number:
Admin Services I Steven Carmichael Tim Williamsen
778-4573
Cost of Proposal: Account Number:
$261,660 ($3115 per month over 84 months); a net increase of $0 3330-56140
Amount Budeeted: Name of Fund:
$261,660 Information Services
Attachments to Aeenda Packet Item;
SBC Proposal
Summary Statement:
SBC has provided a proposal to add fiber optic network services for the connection to the new Waste
Water Recycling Facility, and to replace the slower T-1 connections to the PD, Fire HW, Water Field
Office.
Staff recommends accepting the proposal, as without this proposed service, there would be no connection
to the new Waste Water Recycling Facility. The proposed service dramatically improves the connection
speed, reliability and manageability of the connections to the PD, Fire and Water Field Office. The
departments occupying those locations are currently under constant network bandwidth limitations which
would be alleviated with the proposed service.
Recommended City Council Action/Sueeested Motion:
Authorize the City Manager to sign the SBC proposal/agreement for seven years.
Reviewed by Admin. Svcs. Dir:
D te:
.day's Date:
Reviewed by City Attorney:
Date:
Revision # and Date Revised:
Aunroved by Cltv I anaeer:
Date:
File Code:
CITY OF PETALUMA, CALIFORNIA
JULY 18, 2005
AGENDA REPORT
FOR
Proposal for Fiber Optic Inter -office connections
EYECUTIVE SUMMARY:
The City has received a proposal from SBC to upgrade several of our inter -office connections to fiber optic
networking.
BACKGROUND:
SBC has been the provider of inter -office connections since 1999. The technology then installed is now being
strained in several locations.
The new Water Recycling Facility also requires a high quality, high bandwidth connection.
SBC has offered a proposal, based on County -obtained pricing and terms, to upgrade inter -office connections to
fiber-optic technology, thereby alleviating the strain on the existing connections, providing higher reliability
and improving the functions for the PD and for the Fire Department.
ALTERNATIVES:
Continue as is. This would continue to limit connection speed for the PD, Fire, the Water Field Office. This
would also relegate us to using inferior technology for the Water Recycling Facility.
Continuing would also require reliance on networking services being provided from the cable franchise
agreement. Such reliance is considered likely to produce unpredictable results, and the cable system does not
extend to the Wastewater Recycling Facility.
4. FINANCIAL IMPACTS:
The cost of the proposal represents an additional $2035 per month over the FY04-05 telephone budget. This
cost was added to the proposed budget for FY05-06 for cost center 3330 (Information Technology).
The cost is considered small compared to the savings in recovered staff time for computer uses.
5. CONCLUSION:
The SBC proposal for fiber optic networking services represents the most effective and efficient method
available of improving inter -office electronic communications.
6. OUTCOMES OR PERFORMANCE MEASUREMENTS THAT WILL IDENTIFY SUCCESS OR COMPLETION:
To be completed approximately 90 days after authorization to proceed is given to SBC.
Z
Offices will immediately experience improved network performance, less wait time involved in task
completion:
• File transfer (especially in maps and large reports).
• GIS system response time.
• Email system response time.
7. RECOMMENDATION:
Authorize the City Manager to sign and accept the proposal.
g:/farms/2005 agenda bill
3
RESOLUTION AUTHORIZING THE CITY NIANAGER TO SIGN AN AGREEMENT
FOR FIBER OPTIC NETWORKING SERVICES BY SBC
WHEREAS, the City regularly uses computers and computer networking services for
City business,
WHEREAS, the City desires to economically obtain, deploy, manage reliable nehvork
services,
WHEREAS, SBC is a regular provider of such services,
WHEREAS, SBC has provided a proposal/agreement for fiber optic network services,
WHEREAS, after reviewing the proposal/agreement, Staff recommends signing the
agreement/proposal to utilize services for seven years.
NOW, THEREFORE BE IT RESOLVED, that the City Council hereby authorizes the
City Manager to sign agreement.
SBC Master Agreement
This SBC Master Agreement (the "Agreement") is between SBC Global Services, Inc., a Delaware corporation with offices at
One SBC Plaza, Dallas, Texas 75202, an behalf of itself and those SBC Affiliates identified in those Addenda, Attachments,
Orders, and/or SOWS that may be entered Into from time to time and Incorporated by reference Into this Agreement
(individually and collectively, "SBC") and City of Petaluma ("Customer"), a California government agency, with offices at ti
English Street, Petaluma, California, 94952, is effective on the dale of last execution ("Effective Date"). SBC and Customer
are sometimes referred to herein collectively as the "Parties" or individually as a "Party."
References to "Agreement" refer to this Agreement, any applicable tariff or guidebook, and the documents listed in the
Addendum and Attachment List, including any Statement of Work ("SOW"). New or revised Addenda, Attachments, Orders,
and/or Statements of Work must be signed by Customer and SBC Affiliate. The following order of precedence applies to the
documents comprising an Agreement: (1) any applicable guidebook and tariff(s), (2) Addenda (and related SOWS and
Attachments), (3) this Agreement, and (4) Orders.
Notices from a Party concerning this Agreement must be written and delivered to the other Party at the address(es) below (1)
in person, (it) by certified mall, return receipt requested, (iii) by traceable overnight delivery, or (W) by facsimile, electronically
confirmed and followed'immediately by U.S. Mail. Notice will be effective upon delivery.
To Customer. City of Petaluma
11 English Street
Petaluma, California 94952
Attention: Tim Wllliamsen, IS Manager
To SBC: SBC Global Services, Inc.
6000 State Farm Drive, Room 15100
Rohner[ Park, California 94928
Attention: Account Team for City of Petaluma
SO AGREED by the Parties' respective authorized signatories:
SBC GLOBAL SERVICES, INC. ON BEHALF OF ITS
CITY OF PETALUMA AFFILIATES
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
CONFIDENTIAL INFORMATION
This Agreement Is for use by authorized employees of the parties hereto only and is not forgenerel distribution within or outside
theircompanies.
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SBC Master Agreement Terms and Conditions
DEFINITIONS
1.1 "Affiliate" means an entity that controls, Is controlled by, or is under common control with a Party.
1.2 "Confidential Information" means Ideas, know-how, trade secrets, computer programs, technical Information, and other
confidential information which is disclosed by a disclosing Party to a receiving Party under this Agreement. The terms
of this Agreement shall be deemed Confidential Information by the Parties.
1.3 "Cutover" occurs (except as otherwise described herein or in an Addendum/Attachment/SOW) (a) for a Service when
the Service Is first provisioned or otherwise available for Customer's use at any single Site; and/or (b) for Equipment
when the Equipment is delivered to the carrier for shipment, or if Installation by SBC is provided as part of the
Services, then upon SBC's installation of the Equipment.
1.4 "Equipment" means equipment that SBC sells or leases to Customer under this Agreement.
1.5 "Software" means computer programs and related object code licensed by SBC to Customer, including any software
licensed with or separately from Equipment.
1.6 "Normal Business Hours" means Monday through Friday, 8:00 a.m. to 5:00 p.m. (local lime), excluding SBC
recognized holidays.
1.7 "Order" means any purchase order for Equipment or Services that references this Agreement (or an Addendum).
1.8 "Service(s)" means any or all services provided by SBC, as further described in this Agreement or an Addendum.
1.9 "Site(s)" means Customer locations where SBC is to perform Services.
Il. SERVICE -SPECIFIC TERMS AND CONDITIONS
2.1 Limitation on Service: Aoolicablllty of Tariffs. Service Is offered subject to the availability and operational limitations of
the necessary systems, facilities, and equipment. Except as otherwise specified In an Addendum, regulated Services
(e.g., local or long distance telephone service) are subject to applicable tariffs and/or guidebooks (generally available
at www.sbc.com or from an SBC sales representative). Customer and any Customer end-user use of Service shall at
all times comply with applicable laws, regulations and any SBC written or electronic instructions for use.
2.2 Payment and 81111no. Customer will pay SBC (1) the monthly fees and nonrecurring charges set forth In the applicable
Addendum (or, in the case of regulated services, at the charges set forth In the applicable tariff and/or guidebook), and
(it) applicable taxes, surcharges, and recovery fees (Including universal service fees), and customs and duties. Except
as otherwise provided in the applicable Addendum or invoice, (1) billing commences on Cutover; (11) payment is due
within 30 days after the dale of Invoice; and (iii) payment is subject to SSC's credit requirements and SBC may require
a security deposit to ensure prompt payment. Customer will advise SBC of any billing dispute within 30 days after
receipt of invoice or the invoice shall be deemed correct. In addition to recovering attorneys' fees and costs of
collection, SBC may assess a late payment fee equal to the lesser of 1.5% per month or the maximum amount allowed
by law.
Ill. GENERAL TERMS AND CONDITIONS
3.1 Term and Termination. This Agreement will start on the Effective Date and remain in effect until terminated by either
Party as provided herein (the "Term'). Each Addendum is coterminous with this Agreement, unless the Addendum
specifies a different term. upon expiration of the term specified, each Addendum shall remain in effect on a month-to-
month basis at SBC's then current monthly pricing. Customer, and SBC (In the case of Services that are no longer
under a term commitment), may terminate this Agreement or an Addendum without cause and for convenience upon
30 days' prior written notice. If Customer terminates an Addendum with a specified term or term commitment,
Customer shall pay the termination liability (1) specified in the Addendum; or (Ii) if no termination liability Is specified, an
amount equal to (a) 50% of the remaining monthly recurring charges due under the Addendum; and (b) any charges
Imposed on SBC by any third party as a result of Customer's early termination. Customer may cancel an Order for
Equipment prior to Cutover, subject to payment of any non-recoverable restocking fees or costs incurred by SBC.
Customer may not cancel an Order for Equipment after Cutover.
3.2 Termination for Breach. This Agreement (or applicable Addendum) may be terminated Immediately by either Party or
SBC may suspend performance hereunder or thereunder, upon written notice to the other Party If the other Party (i) is
in material breach (including but not limited to failure to make timely undisputed payments) and such failure or breach
is not remedied within 30 days after the terminating Party provides written notice to the breaching Party specifically
describing such breach; (it) ceases to carry on business as a going concern, becomes the object of voluntary or
CONFIDENTIAL INFORMATION
This Agreement Is for use by authorized employees ofthe parties herald only and Is not forgenerat distribution within oroulside
their companies.
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involuntary bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of Its assets; (iii)
engages in fraud, criminal conduct, or willful misconduct; or (iv) breaches the confidentiality obligations under this
Agreement.
3.3 Force Maleure. Except In the case of payment of amounts due, neither Party will be liable to the other Party for any
failure of performance due to any cause beyond that Party's reasonable control, including acts of God, fire, explosion,
vandalism, terrorism, cable cut, storm, or other similar occurrence, any law, order, regulation, direction, action, or
request by any government, civil, or military authority, national emergencies, Insurrections, riots, wars, labor difficulties,
supplier failures, shortages, breaches, or delays, or preemption of existing Service to restore Service in compliance
with the regulatory rules and regulations, or, in the case of SBC, delays caused by Customer or Customer's service or
equipment vendors.
3.4 Assignment. Neither this Agreement nor any portion or interest in this Agreement may be assigned, sublet, or in any
manner transferred by a Party without the prior written consent of the other Party, which consent will not be
unreasonably withheld. Notwithstanding the foregoing, SBC may assign all or any part of this Agreement to an SBC
Affiliate or use subcontractors to perform Services.
3.5 Use of Confidential Information. During the Term, each Party may obtain Confidential Information from the other Party.
Written or other tangible Confidential Information must at the time of disclosure be Identified and labeled as
Confidential information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information
must be Identified as confidential at the time of the disclosure, with subsequent confirmation in writing within 15 days
after disclosure. Neither Party may during the Term and for 3 years thereafter disclose any of the other Party's
Confidential Information to any third party. Neither Party may use the other Party's Confidential Information except to
perform its duties under this Agreement. The Confidential Information restrictions will not apply to Confidential
Information that is (f) already known to the receiving Party, (it) becomes publicly available through no wrongful act of
the receiving Party, (iii) independently developed by the receiving Party without benefit of the disclosing Party's
Confidential Information, or (iv) disclosed by the disclosing Party to a third party without an obligation of confidentiality.
Upon termination of this Agreement or an applicable Addendum, each Party will return the other Party's Confidential
Information.
3.8 Customer Information: Access and Safe Working Environment., SBC may rely on any Information provided by
Customer and assumes no liability for any damages or costs that result from errors or omissions in such information.
Customer shall provide SBC with timely access to Customer information, facilities or equipment as SBC reasonably
requires to provide the Services and keep SBC informed on developments In Customer's business or operations that
may impact Service. BBC may share Customer information and Confidential Information (including billing and usage
information for Services purchased) with BBC Affiliates and inform Customer of other SBC productiserviee offerings.
Customer shalt maintain the Site in a suitable and safe working environment, free of Hazardous Materials. Customer
represents and warrants that the area of the Site where SBC performs Services Is free of Hazardous Materials. SBC
does not handle, remove or dispose of, nor does SBC accept any liability for, any Hazardous Materials at the Site.
Customer shall pay BBC for any damages, casts, fines or penalties SBC Incurs as result of the presence or release of
such Hazardous Materials. If SBC encounters any such Hazardous Materials, BBC may terminate this Agreement or
suspend performance until Customer removes and cleans up at its expense Hazardous Materials In accordance with
this Agreement and applicable law, For purposes hereof, "Hazardous Materials" means any substance whose use,
transport, storage, handling, disposal, or release is regulated to any law related to pollution, protection of air, water, or
soil, or health and safety.
3.7 Publicity. During the Term, SBC may refer to Customer, orally and in writing, as a customer of SBC and may publish a
press release announcing in general terms that SBC and Customer have entered into this Agreement and SBC may in
general terms describe the activities contemplated hereunder. Any other reference to one Party by the other Party
requires written consent of the first Party.
3.8 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION
DAMAGES RELATED TO LOST PROFITS, TOLL FRAUD, LOSS OF USE, AND LOSS OF DATA, OR FAILURE TO
REALIZE SAVINGS OR BENEFITS) ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH LOSS. EXCEPT AS OTHERWISE PROVIDED IN ANY APPLICABLE TARIFF OR
GUIDEBOOK, THE TOTAL AGGREGATE LIABILITY OF SBC, ITS SUPPLIERS, LICENSORS, AFFILIATES,
DIRECTORS, OFFICERS, ANDIOR EMPLOYEES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL
BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED AMOUNTS ACTUALLY PAID BY CUSTOMER
DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CIRCUMSTANCES GIVING
RISE TO THE FIRST CLAIM FOR DAMAGES UNDER THIS AGREEMENT,
3.9 Warrantles:'Dlsclaimer of Other Warranties. With respect to maintenance or professional Services, BBC warrants that
the Services will be performed In a professional and workmanlike manner. SBC further warrants that it has good title to
the Equipment and that the Equipment will perform in accordance with the manufacturers published specifications
during the warranty period set forth by such manufacturer and SBC will use commercially reasonable efforts to
CONFIDENTIAL INFORMATION
This Agreement is faruse by authorized employees ofthe parties hereto only and is not forgeneml distribution within or outside
theircompanles.
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subrogate any SBC claims or rights against the Equipment manufacturer to Customer. SBC makes no warranties and
assumes no liability for any defects or nonconformllles caused by non -SBC approved modifications or alterations;
misuse, accident or neglect', or Customer failure to comply with SBC or SBC vendor specifications or requirements for
use. These warranties do not cover and SBC has no responsibility for (a) Installation, maintenance or operation of
non -SBC provided equipment or software or impairment caused by such equipmentlsoftware; (b) compatibility of such
equipment/software with SBC -provided Equipment or Software; or (c) modifications, alternations or repairs to
Equipment or Software by persons other than SBC or Its authorized agents. EXCEPT FOR THE FOREGOING, OR AS
EXPRESSLY SET FORTH IN AN ADDENDUM, SBC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND WARRANTIES RELATED TO THE MATERIALS, SERVICE, EQUIPMENT OR SOFTWARE, ALL OF
WHICH ARE PROVIDED "AS IS" TO THE FULL EXTENT PERMITTED BY LAW.
3.10 Indemnities. Customer will Indemnify and defend SBC, Its directors, officers, employees, agents and their successors
("Agents") from and against any and all third party claims and related loss, liability, damage and expense, Including
attorneys' fees, (collectively "Damages") arising from Improper use of Services or Information or any content or data
transmitted over any SBC network or facilities. SBC will Indemnify and defend Customer and Its Agents from and
against any Damages finally awarded or paid in settlement based on a claim that any Service, or SBC -provided
Equipment and Software (collectively, "Materials"), Infringe a U.S, patent or copyright. If a final Injunction orjudgment
Is awarded against Customer prohibiting use of Service/Materials by reason of infringement of a U.S. patent or
copyright, SBC will at Its option and expense either (a) procure the right for Customer to continue using the
Service/Materials; (b) obtain and deliver equivalent non -infringing Service/Materials; or (c) terminale the infringing
Service/Materials and refund to Customer amounts paid for Infringing Service/Materials, less a reasonable charge for
use. An Indemnified Party shall provide the indemnifying Party with notice for any claim of indemnity and the
Indemnifying Party shall have complete authority to assume the sole defense and settlement of such claim. The
Indemnified Party may participate In the settlement or defense at its own expense and shall reasonably cooperate to
facilitate the defense and settlement of such claims.
3.11 Equipment To the extent that Customer purchases Equipment under an Addendum/Attachment/SOW, the following
additional terms apply: SBC will deliver the Equipment FOB shipping point, freight prepaid and charged and title to
Equipment and all risk of loss to the Equipment shall pass to Customer at Cutover. Upon Cutover, SBC hereby grants to
Customer a personal, nontransferable, non-exclusive license to use the Software on or with the corresponding Equipment
and SBC (or its licensors) shall retain and continue to own all right, title and Interest in any Software and all copies.
Customer will furnish any conduit, holes, wireways, wiring, plans, equipment, space, power/utilities, and all other items
reasonably required to perform installation and other Services related to the Equipment and obtain any necessary licenses,
permits and consents to do so. Customer has 30 days after Cutover to test the Equipment and provide SBC with written
notice If the Equipment Is defective and does not conform to manufacturer's specifications. SBC will repair or replace (at Its
option and expense) any such non -conformity and if the Equipment fails to conform after a reasonable number of attempts
to do so, SBC will (at Its option and expense) provide replacement Equipment or refund payments for non-conlorming
Equipment. SBC Is not responsible for and shall have no liability for, or any impairment caused by (a) any non -conformity
caused by Improper use or environmental or electrical conditions or attachment of non -SBC or manufacturer materials or
devices; or (b) Installation, operation or maintenance of non -SBC hardwarelsoftware. Customer is responsible for ensuring
that such non -SBC hardware/software is compatible with the Services, Equipment or Software. If Customer does not
deliver a written certificate of acceptance or written notice of non -conformity within 30 days after Cutover, the Equipment
shall be deemed accepted.
3.12 Non Aporooriation of Funds. If, after the first fiscal year In which a particular Service acquired hereunder Is Installed, funds
are not appropriated to continue paying for that particular Service In a subsequent fiscal year or universal service discounts
are not received'to enable Customer to pay for that particular Service in a subsequent fiscal year, [hen Customer may
terminale this Agreement as it relates to that particular Service as of the last day for which funds were appropriated or
universal service discounts were received ("Date of Termination'), without being subject to termination charges set forth in
the applicable Addendum; provided, however, that (1) Customer shall be obligated to pay all charges Incurred through the
Dale of Termination, plus any unrecovered nonrecurring charges which may be owed SBC California an the Date of
Termination, (11) Customer shall use Its best efforts to obtain funding or universal service discounts for the particular Service
provided hereunder, (iii) Customer agrees not to obtain substantially similar service and/or equipment to replace those
provided hereunder for a period equal to the remaining term on the Addendum as of the Termination Date, and (iv)
Customer may exercise such right to terminate upon delivery to SBC California of a 30 day written notice setting forth the
reason for termination and within 30 days following the delivery of such written notice, Customer shall provide SBC
California a legal opinion of counsel from Customer that no funds have been appropriated or otherwise made available for
payments due under this Agreement and funds have not been made available for the acquisition of substantially similarly
service and/or equipment to replace those provided hereunder.
CONFIDENTIAL INFORMATION
This Agreement Is for use by authorized employees of the parties herelo only and is not for general distribution within or outside
theircompanles.
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3.13 Miscellaneous. This Agreement sets forth the entire understanding of the Parties and supersedes any and all prior
agreements, representations, and understandings relating to the subject matter hereof. No modifications or
subsequent agreements concerning the subject matter of this Agreement will be effective unless made in writing and
signed by the Parties. SBC shall not be bound by any electronic or pre-printed terms additional to, or different from, those
in this Agreement that may appear in Customer's form documents, orders, acknowledgments or other communications.
Customer shall not resell any Services without SBC's written consent. Any legal action arising under this Agreement must
commence within 2 years after the cause of action arises. SBC, its employees, agents, and representatives are not
employees, servants, partners, orjoint venturers of or with Customer. SBC is an Independent contractor and will at all
times direct, control, and supervise all of Its employees. This Agreement will be governed by the laws of Texas, without
regard to Its conflicts of law rules. The Parties specifically disclaim the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information Transactions Act. If any provision of this
Agreement Is determined to be invalid or unenforceable, this Agreement will be construed as if it did not contain such
provision. The failure of a Party to Insist upon strict performance of any provision of this Agreement in any one or more
Instances will not be construed as a waiver or relinquishment of such provision and the same will remain in full force
and effect.
CONFIDENTIAL INFORMATION '
This Agreement is for use by authorized employees of the parties hereto only and Is not forgeneral distribution within or outside
theircompanies.
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Addendum and Attachment List
This Addendum and Attachment List to the Master Agreement (the "List") between SBC and Customer, current as of the Effective
Date, is incorporated into the Agreement by this reference. All Addenda and Attachments shall be attached to the Agreement.
Addendum No. 1 of the SBC Master Agreement between SBC Global Services, Inc and City of Petaluma
This List may he amended from time to time in writing and signed by the Parties.
CONFIDENTIAL INFORMATION
This Agreement Is for use by authorized employees of the parties hereto only and Is not for general distribution within or outside
theircompantes.
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10
Addendum No, 1 of the SRC Master Agraoment
Between SRC Gla but Services, Inc. and City of Petaluma
PREAMBLE
This Addendum No. 1 ("Addendum") is Incorporated by reference to the SBC Master Agreement between SBC Global
Services, Inc. and City of Petaluma (`Customer') {"Agreement"). This Addendum Is between Customer and Pacific
Bell Talephone Company dba SBC California VSSC Caiifomlar). This Addendum Is effective upon asecu0on
("Effective pale"). The term of this Addendum shall and seven (7) years from the Culover Date.
SCOPE AND LOCATIONS OF SERVICE
A. Store ofSamice
Customer elects to subscribe to and SSC California agrees to provide its service(s) as Indlealed herein (collectively
referred to as "Servica') for Custar ars use pursuant to the terms and conditions set forth in the Agreement, this
Addendum, and In SBC California's tariffs for the applicable service. In consideration far receiving the price discounts
set forth herein, Customer has agreed to subscribe to the Service and maintain a minimum quantity of Sarvice, as
described in Section III below, for a specl0ed term.
S. Locations of Sarvica
Subject to the availability of equipment and facilities (Including outside plant. cable, capacity and memory), SSC
California shall provide and Customer shall subscribe to Service at Customers locations within 513C Califarnio s
Fmncitlse territory In the Stale of California.
OPT -E -MAN Service shall he provided only at the follovdng locations:
Location 1:
11 English Street, Petaluma, CA
Location 2:
202 N. McDowell, Petaluma, CA
Location 3:
198 D Street, Petaluma, CA
Location 4:
4400 Lakeville Hwy., Petaluma, CA
Lacallon 5:
969 Petaluma Blvd. N, Petaluma, CA
III. SERVICE DESCRIPTION
A. General Descdntion of Servicn
OPT-E-MANs"t Selyke: OPT-E-MANr" Service Is an advanced service offering networking capabiillies utilizing
Optical Elhemel. Optical Ethernet is the use of Ethernet LAN packets running over apticol fibur within or as access to
a service providers network. OPT -E _N A% '1 provides an Integrated service consisting of fiber transport connected to
an Ethernet device capable of switching and routing. OPUS-MANS"'w11i provide, bandwidth ranging from 10 Mops to
1 Chis. Customers will connect to the service using a router, bridge or switch.
OPT-E-MANO` upports a logical point to point or point to muill-point conllgumlion and enables the customer to
connect locations within a Metropolitan Area Network (MAN) as if they were segments an the same Local Area
Network LAN).
OPT -E -MAN"' service Includes the transport from the customer's promises to the Ethernet network, a part an the
Ethernet network, and an assigned bandwidth usage which is inclusive or the Committed Information Rate (CIR) and
one Ethernet Virtual Connection (EVC).
Network Terminaling Equipment (NTE) will be placed at the custamers premises as part of the OPT-E-MANsu
Service. The NTE functions as a switching and routing device.
AIQ Gtulnd 041111
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11
IV,
V.
B. Dnscrinti in of Minimum Quantities of Service
OPT -E -MANS" Service
Quantity USOC
Description
4 PgFEX
Basic Connection, par location 101100 Mbps
2 RBEBB
CIR-10 Maps
2 RSEGB
CIR-40 Mbps
1 P9FGX
Basic Connection, per location 1 Blips
I RBELB
CIR-100 Mbps
3 EVNAB
Ethernet Virtual Connection 5.100 Mbps
DUAN€ITY OF SERVICE
Pursuant to this Addendum, Customer will be provided the minimum quantities set forth and described In Section
II1.8. above. SEC California will provide additional Service as further described in Section V.B. below,
PRICES
A. Pdce(st for Minimum Quantlly
OPT -E -MAN"' Service
Monthly Price $ 3,115.00
Customer has elected to Pay an a monthly basis for the term of this Addendum. The monthly price set forth above Is
for the minimum quantity of Service as set font' and descrlbod In Section III.B. above, The prlce Includes the monthly
service charge for the minimum quantities. The price also Includes the nomewrring charge to Initially provision and
Install the minimum quantities as set forth in Section 111.9. above.
if Customer elects to decrease the Service In less than the minimum quantities described In Section 111.8. above,
Customer will continue to pay the monthly price set forth above.
Except as specifically stated above, Customer will pay the prevailing tariff nonrecurring charge for all Installations,
adds, moves and changes of Ilia Service provided hereunder at the time of installation, add, move or change.
Ramo-up Period
Customer understands the quantities listed with monthly recurring charges In this Addendum shah be billed
throughout the term of this Addendum. Customer shall be given a Ramp -up Period of 6 months, slatting train the
Effective Date, during which Customer may order and Install the Services available at the following locations:
Location 1: 11 English Street, Petaluma
Location 2: 202 N. McDowell, Petaluma
Location 3: 199 D Street, Petaluma
Location 5: 969 Petaluma Boulevard, Palaluma.
Contract shall be effective upon execution, however, contract term begins after all of the above mentioned sites are
installed or and of more up period, whichever comes first, During this Ramp -up Period the Customer shall only be
charged far the Services Installed. Billing shall begin upon tum -up at each individual site at the following rates per
month per site:
Rate: $523.00 per site per month (5 sites).
Customer has 24 months from commencement of the contract term In Install Service at the following location:
Locallon 4: 4400 Lakeville Highway, Petaluma.
Upon completion of Installation of location 4 stated above, billing shall begin at ilia following rate per month per site:
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Rate: $623.00 per site per month (1 site).
If the above mentioned location is not installed within 24 months of the Contract term, the total contract monthly
reclining charge_ shaft be billed. In the event customer is unable to Install a0 of the Services henna, due to installation
delays caused solely by SBC, the Customer will not be charged the monthly recurring charges for the delayed Service
until the Service Is Installed.
C. Changes In Scone
In the event 1) SBC Caflfamla determines that additional equipment and facilities (such as outside plant, cable,
capacity or memory) are required; or 2) If Customer exceeds any Cable Route Mlle limitations which may he set forth
in Section II.B above; or 31 Customer requests additional Service or features which are not Included in this
Addendum; or,l) Customer requests a transition of the Servlce(s) provided hereunder to new or alternate
technologies offered by SBC California: or 5) Customer divests, significantly downsizes, or consolidates and the
Service provided hereunder is reduced and such reduction of Service is not caused, in whale or in pad, by
Customer's acquisition of equivalent services tram other telecommunications service providers, or if Customers use
or the Service Increases slgnilicantly, SBC California shall perform a full financial study and, if appropriate, the parties
shall execute a modi0cadon to this Addendum reflecting the change in Service and the agreed upon prices.
D. Taxes and Sumhames
The prices set forth above do not Include CPUC or FCC mandated surcharges or applicable taxes. Such surcharges
and applicable taxes shall he billed on a monthly basis.
E. Services Not included
Except as specifically stated herein, the Services set forth above do not include Simple Inside Wire, intrabuilding
network cable, repair service for such wire and cable, wiring associated with Customer -provided lenminal equipment,
ON -Premises station mlleage, WATS, 600 Service, usage associated wilh Foreign Exchange Service, Data Lines, or
Tie Lines.
Terms of Payment
SBC California's prices will be billed an a monthly basis and aha due upon recelpt of the bill. SBC California's Tariff
Schedule Cal. P.U.C. No. A2.1.9 imposes a late payment charge of 1.5% per month on an unpaid balance of twenty
dollars or mom named forward from one month's hill to the next. The backbiting limitations applicable to tariff
services set forth in Schedule Cal. P.U.C. A2.1.9 do not apply to this Addendum and the prices shall be due and
payable pursuant to the terms and conditions of this Addandum.
VL INSTALLATION AND ACCEPTANCE_
( Formatted: Indent: tett: 0"
Within thirty days of the Effective Date of this Addendum, Io the extent a new Service Installation or upgrade Is
required, SBC California wlii submit to Customer a specific Service implementation schedule that sets forth the
Installation lamina for the Service as agreed to by Customer and SBC California. SBC California shall also submit to
Customer a Service test plan which sets forth the funclanal and performance tests to be conduced an the SONIee.
Acceptance at the Service at each location will be made immediately following successful completion of the tests for
each location.
VII. WARRANTY AND MAINTENANCE
SBC California warrants that tis Service will be in good working order and that the Service will perform in accordance
with the requirements of this Addendum. SBC California will maintain and repair the Service nine additional charge
to Customer for the term of this Addendum. This warranty does not cover repairs far damage caused by an act or
omission of Customer or Its officers; aganis or employees.
Fur the term of thts Addandu nt, SSG California wiq perform such maintenance and repair serNces as may be required
by SBC Calirornla to keep the Service in good working order and to ensure that the Service performs In accordance
with the requirements. Such maintenance and repair services shall not unreasonably interfere with Customer's use of
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13
the Service. SSC California provides, at a minimum, the fallowing: (a) technicians during normal business hours of 0
a.m. to 5 p.m. Monday through Friday and technlCians when available outside of normal business hours; (b) dispatch
service; and (c) diagnostic service and network monitoring from SSC Caffonla's central office. In the event SSC
Califomla dispatches Its service technician to Cuslamefs premises and the service problem is found to be in
Customer's equipment, the maintenance charges set forth In SBC California's Tariffs will apply.
VIII. TERMINATION CHARGES
A. If this Addendum Is terminated or cancelled prior to the Effective pate, or if new Service is Installed, prior to
the Cutover Date, the termination charge shall be determined as follows:
SBC California's recurring and nonrecurring casts of labor, engineering, nomousable materials, Interest,
transportation, storage, manufacturer's cancellation charges ant any other costs incumad by SBC California or its
subcontractors prior to completion of Installation, Including those expanses Incurred In preparation for start of
installation.
S. If this Addendum is terminated at cancelled on at atter the Effective Cala, at if Installation nF Service Is
Included, after the Cutover Date, His tormination charge shall be determined as faila vs:
70% of the monthly price X the number of months remaining in the term of this
Addendum
Plus any unrecovered nonrecurring charges owed to SBC California an the date of tenninaliom
If Customer or SBC California terminates this Addendum and a termination charge Is due pursuant to the Agreement,
SSC Callkinda shall compute the farmmathm charges, as set forth above, and rander a bill to Customer. Customer
shall pay such bill pursuant to the leans of the Agreement.
C. The larmunatlun charges set forth above shall apply if this Addendum Is terminated by the Customer for
convenience or cancelled by SBC California for Cuslamer's default.
IX. LIMITATION OF LIABILITY
A. SBC Caulamia`s liability for errors or omissions in Its provision of Service Is governed by Schedule Cal.
P.U.C. No, A2.1, Rule 14. The relevant portion of that tariff Is set forth below. (The Utility means SBC California.)
i. The provisions of this rule do not apply to errors and omissions caused by willful misconduct,
fraudulent conduct or violations of law.
2. In the event an error or omission Is caused by the gross negligence of the Utlllty, the liability of the
Utility shall be dmiled to and In no event exceed the sum of S1 USES.
3. The Udllly will not provide a credit allowance for Interruptions of service caused by the Customer's
feeliitles, equipment, or systems.
4. Except as provided in A.1 and A.2 above, the liability of Uglily for damages arising out of mistakes,
omissions, interruptions, delays, errors or defects In any of the services or facilities famished by Utility up to
and Including Its local loop demarcation point, Including exchange, toll, private line, supplemental equipment,
alphabetical directory listings (excluding the use of hold face type) and all other servleas, shad in no event
exceed an amount equal to the pm rota charges to the customer for the period during which the services or
facilities are affected by the mistake, emission, Interruption, delay, error or defect provided, however, that
whom any mistake, omission, iniamupllon. delay, agar or defect in any one service or faculty affects or
diminishes the value of any other service said liability shall include such diminution, but In no event shall the
liability exceed the total amount of the charges to the customer for all services or facilities far the period
affected by the mistake, omission, inteoupuon, delay, aver or defect.
B. EXCEPT AS SET FORTH IN A. ABOVE, SSC CALIFORNIA SHALL NOT BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) DIRECTLY OR INDIRECTLY
RELATING TO OR ARISING OUT OF CUSTOMER'S INABILITY TO USE ANY OR ALL OF THE SERVICE OR
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RELATING TO OR ARISING OUT OF SBC CALIFORNIA'S PERFORMANCE OR NON-PERFORMANCE OF ITS
OBLIGATIONS AND RESPONSIBILITIES PURSUANT TO THIS ADDENDUM.
GENERAL
A. Customer requests that Its idenfily be kept confidential and not be publicly disclosed by SBC California or the
California Public Utilities Commission (`CPUC"), unless required by law.
B. This Addendum and any modifications is subject to the jurisdiction of the CPUC and shall at all times be
subject to such changes or modifications as the CPUC or Telecommunications Division of the CPUC may, from time
to time, direct in the exercise of Its jurisdiction.
C. Customer acknowledges and warrants that It lacks requisite regulatory authority such as Certificates of
Public Convenience and Necessity ('C PCN`) or other like authorization to resell services, and Customer is prohibited
from reselling the Service provided pursuant Io this Addendum to any othercustomers. However, Customer may
make the Services provided hereunder available to Its own subsidiaries or to legally affiliated enlllies. If Customer
obtains regulatory authadly to resell services and attempts to resell the Services provided hereunder, SBC California
may, on ten days written notice, terminate this Addendum.
D. This Addendum sets forth the entire discount price applicable to the SERIce(s) provided hereunder and no
other long discount plans or promotional prices shall apply.
E. "Cutover Dale" Is defined as the date that a Service provided hereunder is first Installed and available for
Customer's use at anyone location.
F. Based on FCC Rules and Regulations, the prices detailed are offered via the C.P.U.C. No. 175T Tadfis and
are based on Customer acknowledgement and certification to SBC Callramla that the total Interstate traffic (Including
Internet traffic) an the dreull(s) constitutes 1050 or less of the total traffic on the Service. By signing this Addendum,
Customer makes such acknowledgement and temptation.
G. This Addendum, the Agreement and SBC Czlifomla's Iamis set forth the entire understanding of the parties
and supersede any and all prior agreements, arrangements, representations or understandings relating to the subject
matter hereof. No subsequent agreement between Customer and SBC California concdming the subject matter of
this Addendum shall be effective or binding unless It Is made In wilting and signed by both parties. In the event of an
Inconsistency or conflict between the Agreement, this Addendum and SBC California's tariffs, lite governing order of
precedence shall be (1) this Addendum, (2) the Agreement, and (3) the applicable tariff. Notwithstanding Section 3.2
of the Agreement, the terns and conditions of this Addendum shall supercede the terms and conditions of the
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed on the dale shown below by
their respective duly authorized representatives.
CITY OF PETALUMA PACIFIC BELL TELEPHONE COMPANY dba SBC
CALIFORNIA
By:
Print Name:
By:
Print Name:
Title: Title:
Dale Signed: Date Signed:
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