1990-0132879L
ORDINANCE NO. 7Q OZ 3
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BE-
TWEEN THE CITY OF DENTON AND BUSINESS PHONE SYSTEMS, A DIVISION
OF GTE SOUTHWEST INCORPORATED FOR THE PURCHASE OF TELECOMMUNI-
CATIONS EQUIPMENT; AND PROVIDING AN EFFECTIVE DATE:
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the Mayor
agreement between the City of
a division of GTE Southwest
telecommunications equipment,
contained in the agreement, a
and made a part hereof.
is hereby authorized to execute an
Denton and Business Phone Systems,
Incorporated for the purchase of
under the terms and conditions
copy of which is attached hereto
SECTION II. That the City Council hereby authorizes the
expenditure o funds not to exceed Three Hundred Eighty-One
Thousand Four Hundred and Sixty-Three ($381,463) Dollars.
SECTION III. That this ordinance shall become effective
immediately upon its passage and appr~o~vaal.
PASSED AND APPROVED this the /~lp d y of , 1990.
RAY ST HF S, r,- YOR
l
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY : (144110_1h'I~
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY:C'~
2876L
TELECOMMUNICATIONS PURCHASE AGREEMENT
BETWEEN BUSINESS PHONE SYSTEMS,
A DIVISION OF GTE SOUTHWEST
INCORPORATED AND CITY OF DENTON
BUSINESS PHONE SYSTEMS ("Seller"), a division of GTE SOUTHWEST
INCORPORATED, whose mailing address is 290 E. Carpenter Freeway,
P. 0. Box 152013, Irving, Texas 75015-2013, and the CITY OF DENTON,
TEXAS, a Texas municipal corporation ("Buyer"), whose mailing
address is 215 E. McKinney, Denton, Texas 76201, Attention
Mr. Gary Collins, enter into this Telecommunications Purchase
Agreement on the terms and conditions herein set out.
1. GENERAL. Seller sells to Buyer and Buyer purchases from
the Seller the telecommunications equipment system which is more
particularly set out in the Equipment Schedule attached hereto and
incorporated herein, as Exhibit A. Seller shall comply with all
provisions, conditions and representations set forth in its
response to the Request for Proposal (RFP), and amendments thereto.
2. PURCHASE PRICE.
(a) The total purchase price of the system is $381,463.
The purchase price shall be payable by Buyer as follows:
25% within 10 days of invoice after delivery of equipment
25% within 10 days of invoice after installation of
equipment
30% within 10 days of invoice after Cutover
20% within 30 days of invoice after acceptance
(b) Payments shall be mailed to GTE, Business Phone
Systems, 290 E. Carpenter Freeway, P.O. Box 152013, Irving, Texas
75015-2013, and be received within thirty (30) days of the issuance
of the invoice. For payments received after the stated 30 day
period, there will be a late pay service charge of 5% of the total
amount due applied immediately upon default. Acceptance of this
service charge by the Seller shall not be deemed a waiver of any
rights the Seller may have by reason of nonpayment by the Buyer.
(c) The Cash purchase price referred to in this Agreement
is based on quantities and types of equipment specified in Item 2
of the RFP and subsequent amendments. Modification of pricing
based on revised quantities will be at pre-cutover prices and will
not be subject to restocking charges. However, in the event
deletions of equipment are required by Buyer after installation by
Seller and prior to Cutover, Seller reserves the right to take
possession of the deleted telecommunications equipment. Restocking
charges become effective 45 days after Cutover.
3. ACCEPTANCE OF EQUIPMENT. Buyer shall, after installation
is complete and all the telephone equipment is operational,
execute and deliver to Seller a completed Certificate of
Acceptance, which will be acceptable to both Seller and Buyer, 10
days after Cutover and after satisfaction of acceptance test.
Title to all telecommunications equipment shall at all times
remain with Seller until such time as the cash purchase price is
paid to Seller as specified under the terms of this Agreement.
4. LOCATION OF EQUIPMENT. The telephone equipment shall be
delivered to and located at the premises of Buyer. If Buyer wants
to move the equipment during the warranty period or while subse-
quent maintenance coverage is provided by Seller, the move will be
performed by Seller at Seller's then prevailing rates, except that
Buyer may relocate telephone instruments. All items of the tele-
phone equipment shall at all times be and remain personal property
notwithstanding that any of such telephone equipment may be affixed
to real property.
5. DEFAULT. If any of the Buyer's payments to Seller are not
remitted promptly when due or if Buyer materially breaches any
other provision of the Agreement, Buyer shall be in default. In
the event any such default continues, after written notice from
Seller, all sums unpaid by Buyer shall, at Seller's option, become
immediately due and payable and Seller shall have the right to
withhold delivery of all further Equipment and services, and to
retain all payments made, and to take possession of Equipment or
remove Equipment from service. Upon default, Seller shall have
all the rights and remedies provided under applicable state or
federal law. No remedy of Seller shall be exclusive of any other
remedy provided herein or by law, but they shall be cumulative.
Buyer shall reimburse Seller for all expenses including but not
limited to reasonable attorneys' fees as may be allowed by law and
costs of repossession incurred by Seller in enforcing this
Agreement or its rights hereunder.
6. SELLER'S DEFAULT. Should Seller breach any of the provi-
sions of this Agreement, Seller shall be in default. In the event
any such default continues, after written notice from Seller Buyer
shall have the right to withhold payment as well as all rights and
remedies provided by law. No remedy of Buyer shall be exclusive
of any other remedy provided by law, but they shall be cumulative.
SELLER shall reimburse Buyer for all expenses, including court
costs and reasonable attorneys' fees as may be allowed by law in-
curred by Buyer in enforcing this Agreement.
7. WAIVER OF DEFAULT. Any waiver by Seller or Buyer of a de-
fault by the other party shall not be considered a waiver of any
other default hereunder.
PAGE 2
8. MISCELLANEOUS. This agreement shall be construed in
accordance with the substantive laws of the State of Texas, and
any legal action, for venue purposes, shall be deemed to have
accrued and shall be brought in Denton County, Texas.
9. DESIGNATION OF PROJECT COORDINATOR. Within five (5) days
of the execution date of the Agreement, and before performance of
the provisions of this Agreement commences, Seller will designate
an experienced, competent and knowledgeable full-time employee as
Seller's Project Coordinator for the design, installation, testing
and Cutover of the System, and shall notify the Buyer as to the
identity of the individual designated. Seller shall use its best
efforts to retain the same individual as Project Coordinator
throughout the project unless his/her employment with Seller ter-
minates or a substitute is requested by the City of Denton. No
change in Project Coordinator shall be effective until notice of
such change is given to Buyer, and Buyer approves in writing of
the change.
10. PROJECT SCHEDULE. Within ten (10) days of the execution
date of this agreement, Seller will prepare and submit to the
Buyer a proposed schedule ("Schedule") for design, installation
and testing of the System. Such Schedule shall provide that the
System be completed and ready for use not later than April 30,
1990. Seller will exercise its best efforts to ensure that an
earlier Cutover date is established. Such Schedule shall in detail
itemize all material events and items necessary to the successful
and timely installation and Cutover of the System. If the system
is not completed and ready for use by the deadline specified
above, Seller shall pay Buyer liquidated damages in the amount of
$2,000.00 per day not to exceed $25,000.00 total. Liquidated
damages shall not be applicable if Cutover is delayed at Buyer's
request.
11. WEEKLY REPORTS. Beginning one (1) week after designation
of a Project Coordinator and each week thereafter, Seller will
furnish to Buyer a written progress report ("Weekly Report") as to
the status of all items on the Schedule. Seller shall identify in
the Weekly Report any matters identified by Seller being existing
or potential future problem areas which could cause slippage of
any dates in the Schedule.
12. BI-WEEKLY STATUS MEETING. Seller shall schedule bi-weekly
status meetings at the office of Buyer. These meetings will be
attended by Seller's Project Coordinator and staff, as required,
representative of the Buyer and Doug Arnold Ltd. ("DEN")
("Consultant") representative. All aspects of the project shall
be reviewed at these meetings. Also, any change in the project
schedule to be discussed and approved at these meetings.
PAGE 3
13. SYSTEM DESIGN AND CONFIGURATION. Seller shall be respon-
sible for preparing the design and configuration of the System,
and submitting the same to the Buyer and to Buyer's Consultant for
their approval, which approval shall not be unreasonably withheld.
Notwithstanding such approvals, it shall remain Seller's obliga-
tion to design, install and make operable the System. Seller
shall perform such inspection of the Equipment during construction
thereof by the manufacturers as is customary in the telephone
industry. Seller shall submit proposed standard testing procedures
to the Buyer. Buyer may visit the place of manufacture of the
System of Equipment. Any such visit will be at Buyer's own
expense. Failure of Buyer to make such visit shall not waive any
of its rights hereunder in the event of System failure to perform
in accordance with the terms hereof.
14. SHIPMENT. Seller shall be responsible for selecting
appropriate means for transporting the Equipment to the Site and
for payment of all transportation charges involved. The Buyer
shall either (i) provide, at no charge to Seller, suitable inter-
mediate storage facilities for the temporary storage of the Equip-
ment during the interval between date of receipt by Seller of the
Equipment and date that the Site is available for installation of
the Equipment, or (ii) so coordinate shipments from manufacturers
with the Site construction and availability that shipments of the
Equipment may be received by Seller at the Site directly from the
manufacturers.
15. DELIVERY. Seller shall arrange for and coordinate with
the Buyer as necessary for the delivery of all Equipment, hardware
and installation materials to the Site. Seller shall receive, un-
crate, inspect, inventory and position or store in the Buyer
provided secure storage areas at the Site all equipment, hardware
and installation materials so as to prevent loss or damage thereto
during such storage and subsequent installation. Seller shall
determine when the storage area(s) are environmentally sufficient
and secure to prevent damage to or loss of the System and the
Equipment, hardware and installation materials and shall not take
delivery at the Site until making such determination.
16. FACILITIES AND ENVIRONMENT. The Buyer will be responsible
generally to provide adequate facilities for the System to include:
heating, air conditioning, lighting, adequate floor space and
access to the building as required for Seller to properly install
and maintain the System. Seller will review with the Buyer the
environmental designs for the Site to determine that the Site
facilities will be sufficient to permit the System to operate
properly on a 24 hour per day, 7 day per week basis. Seller will
advise the Buyer immediately if Seller determines that the Site
environment requires modification to permit such operation.
PAGE 4
17. POWER REQUIREMENTS. The Buyer will be responsible for
providing power to the system and the facilities based upon
Seller's recommendation for adequate power requirements. Seller
will test the adequacy of power supplied to the Buyer and notify
the Buyer of any exceptions in required power supply. Any correc-
tions to the power requirements shall be at Buyer's expense.
18. DATA & INFORMATION. Seller shall be responsible for
providing adequate trained staff members to interview the various
departments in the City and gather the basic data base infor-
mation along with the locations and type of instruments to be
used. This information will be reviewed with and approved by
Buyer and the Consultant prior to submission to manufacturer.
19. INSTALLATION OF EQUIPMENT AND CABLES. Seller shall be
responsible for installation of the Equipment and all cables and
wiring for the System in a good and workmanlike manner in keeping
with accepted telephone industry standards of installation and all
applicable building and fire codes. Except as provided in Seller's
Responses to the RFP, Seller shall be responsible for providing
all wire and cable, terminal blocks and connections, outlets, and
other parts and hardware necessary for proper installation of the
System.
20. TIME. Time is of the essence of this Agreement. Seller
shall be responsible for supplying all personnel necessary for the
proper installation of the System by Seller. Such installations
to be completed in accordance with the Schedule. Except as pro-
vided in Item 21 hereof, if, at any time, installation work falls
behind that is called for by the Schedule, Seller, shall, at
Seller's expense, assign additional personnel on the job, authorize
overtime work by Seller's personnel to the job, or take such other
steps as may be required to assure completion of the installation
as required by the Schedule.
21. EXTENSION OF SCHEDULE DATES. In the event of either
party's being rendered unable, wholly or in part, by force
majeure, to complete its obligation regarding installation of the
system in accordance with the Schedule, upon that party's giving
notice of such force majeure to the other party, stating reason-
able full particulars thereof, then the obligation of the party
giving such notice, to the extent that such force majeure would
require delays in completing installation of the System as pro-
vided in the Schedule, shall be suspended for the continuance of
any inability so caused, and the dates stated in the Schedule
extended for such period, but no longer, and the cause of such
force majeure shall, as far as possible, be remedied with all
reasonable dispatch. For purposes of this section, the term force
majeure shall include but not be limited to acts of God, govern-
PAGE 5
mental action, fire or failure of the Buyer to make the Site
available on the dates originally agreed upon by the parties in
fixing the Schedule.
22. TERMINATION FOR DELAY. Notwithstanding the provisions of
Item 21 or any other provision hereof, in the event that any delay
in completion of any item on the Schedule shall exceed thirty (30)
days, Buyer shall have the right to cancel this Agreement. In the
event of such termination, Buyer shall have all the rights and
remedies provided under applicable law. No remedy of Buyer shall
be exclusive of any other remedy provided for herein or by law,
but they shall be cumulative. Buyer shall also have the right to
purchase from Seller such Equipment, installation and hardware and
wiring installed at the Site as the Buyer shall select, at the
item prices stated herein, or if not, stated herein, at a
reasonable value, giving credit to Buyer for all nonrecoverable
labor and material costs paid or due from Buyer associated
herewith.
23. SUBCONTRACTORS. Seller shall not use subcontractors in
connection with the design, installation, testing, Cutover or
maintenance or the System unless such subcontractors are by name
authorized elsewhere herein or prior written approval therefore is
given by the Buyer.
24. RISK OF LOSS. Prior to acceptance of the System, Seller
shall bear the risk of loss or damage to the Equipment and System
from any and all causes, other than loss or damage resulting from
the gross negligence or willful misconduct of the Buyer. Notwith-
standing the obligation of the Buyer to provide secure storage
areas for the Equipment and System pursuant to Item 15 hereof,
Buyer will not be responsible for any loss or damage thereto while
stored by Seller at the Site except if caused by the gross negli-
gence or willful misconduct by Buyer or its agents, employees, or
representatives. If Seller shall, at any time prior to Cutover,
determine that the storage area supplied by the Buyer is or has
become unsecure, Seller shall give Buyer prompt notice thereof,
specifying the security changes required, and the notice thereof,
specifying the security changes required, and the Buyer shall
implement such security changes as may be mutually agreed upon.
Buyer shall bear all risk of loss after acceptance.
25. SELLER'S INSURANCE. Seller shall carry, and shall require
that any subcontractor who performs work at the site, shall sepa-
rately carry, with an insurer of recognized responsibility, (a)
comprehensive public liability and property damage insurance
covering acts of omissions by Seller, its contractors, subcon-
tractors and suppliers and their employees in an amount of not
less than ONE MILLION DOLLARS ($1,000,000.00) for each occurrence,
(b) Worker's Compensation Insurance covering employees of Seller,
PAGE 6
its contractors and subcontractors in an amount not less than
required by law, and (c) Employer's Liability Insurance covering
employees of Seller, its contractors and subcontractors in an
amount not less than ONE MILLION DOLLARS ($1,000,000.00) for each
accident, and shall cause and require all subcontractors to carry
like insurance. Seller shall submit to the Buyer certificates
from all such insurers evidencing such insurance in the format
specified in the RFP.
26. INDEMNITY. To the extent not covered by the insurance
specified in Item 25 hereof, Seller agrees to indemnify and hold
the Buyer, its employees and agents harmless from and against any
and all claims, demands, costs, causes of action, liabilities and
damages for injury to or death of persons and damage to or disrup-
tion of property asserted against Buyer, its employees, agents, by
any person or entity, growing out of or related to work performed
by Seller pursuant to this contract except to the extent caused by
the negligence or intentional acts or omissions of Buyer or its
agents, employees, or representatives.
27. DOCUMENTATION OF HARDWARE. For each item of Equipment,
Seller shall furnish the Buyer a Systems Hardware map, Station
user and attendant console user manuals, which will include in-
formation and instructions for the day-to-day use and management
of the Equipment, and a complete cable record identifying all
cable by location, port assignment and key station, as well as an
itemization of the station equipment installed at Cutover.
28. SOFTWARE DOCUMENTATION. Seller shall furnish the Buyer
with complete documentation, including System software map, and
any other information necessary so that qualified personnel can
operate and change feature assignments in the Software without
assistance from Seller should it be required at some future date,
provided that Buyer's personnel have been trained in the operation
of the System Software parameters. Seller reserves the right to
invoice the Buyer, at Seller's then current time and materials
rates, to restore the Systems Software if Buyer makes modifications
prior to being trained by the equipment manufacturer.
29. DESIGN CHANGES BY SELLER. Seller may incorporate design
changes into the Equipment or Software, provided that such changes
shall be reported in writing to the Buyer, shall be at no addi-
tional expense to the Buyer, shall cause no delay in performance
by Seller, shall impose no additional burdens upon the Buyer for
installation, and shall provide System performance which is equal
to or better than that set forth in the specifications which have
been previously established. No design changes shall be made by
Seller under this section which would result in a substitution of
Equipment or materials from that specified elsewhere herein unless
Seller receives written approval therefore from the Buyer.
PAGE 7
30. CHANGES REQUESTED BY THE BUYER. The Buyer may request
additions to, deletions from and changes in the configuration of
the System, the type, the number of items of Equipment, the loca-
tion or method of installation, the performance of additional
work, or the omission of work previously required at any time until
thirty (30) days prior to Cutover of the entire System. The price
applicable to such changes shall be at the pre-cutover price stated
in the proposal and amendments; provided, however, that, if no
price is stated therein for the change requested, the price
therefore shall be determined by agreement of the parties, not to
exceed fair market value applicable to such charge. If the change
requested does not cause any increase in the contract price or the
time for performance, Seller will notify the Buyer within ten (10)
days and will proceed with such change only after written confir-
mation. No modification will be deemed effective unless such
modification is requested in writing and signed by the Buyer. The
price applicable to all such changes shall be added to or sub-
tracted from, as appropriate, the base price, as provided in the
proposal and amendments hereof.
31. TESTING BEFORE CUTOVER. Upon completion of the installa-
tion of the System, Seller will notify the Buyer that Seller is
ready to perform the functional testing required to insure the
System is ready for Cutover. During this period, one week prior
to System Cutover, all tests specified by the Manufacturer will be
performed by Seller, and Buyer shall have the right to witness and
confirm the results of all tests. Seller shall promptly repair or
replace any portion of the System that does not successfully pass
such tests, and such tests applicable thereto shall be repeated
until successful.
32. SCHEDULING CUTOVER. Upon successful completion of the
above tests, Seller and Buyer shall schedule the Cutover of the
System so as not to interfere with the on-going business opera-
tions of the Buyer.
33. POST CUTOVER INSPECTION. On or before ten (10) working
days following the Cutover of the System, the Buyer shall inspect
the entire System and inventory all equipment to insure the System
is functioning properly and all equipment has been installed as
required by the design, plans and specifications herein.
34. SUBSTITUTION FOLLOWING FAILURE. If, during the thirty
(30) day period after Cutover, the System, or any defective
portion thereof, cannot be repaired or replaced by Seller to the
satisfaction of Buyer in accordance with specifications, the Buyer
may require Seller to install other telecommunications equipment
which meets or exceeds the requirements of the original System and
PAGE 8
Buyer shall not be obligated to make any further payments to Seller
until a system is installed and working in accordance with the
original specifications. In any event, Buyer shall not be liable
to Seller for cost incurred by Seller in making such replacement,
beyond the contract prices stated herein.
35. TRAINING. On or before the Cutover date, Seller shall
establish and have completed, in coordination with Buyer, hands-on
operational training, programming training, user training, console
attendant training and operational assistance, and shall supply,
in connection with such assistance and training, owner-user docu-
mentation and instructions so that all operators and users will be
functionally literate in use and operation of the System and
capable of using the System for the routine communications
purposes of Buyer. Such training shall be performed using the
actual System or a functional substitute therefore and shall be
performed at the Site or an alternative location acceptable to
Buyer. During the year following acceptance, Seller shall make
available to the Buyer additional operational assistance, hands-on
operational user training, console training and programming train-
ing and assistance as may be reasonably requested by Buyer.
36. WARRANTY/AND MAINTENANCE. For a period of one (1) year
after the acceptance date, Seller warrants the Equipment against
defective parts and workmanship and that the system and all Equip-
ment and materials relating thereto will perform in accordance
with the design and specifications. Upon notification of a defect,
Seller shall have the option of repair or replacement of any
defective parts. All expenses incidental to repair, maintenance
or replacement under warranty, including all labor and material,
shall be borne by Seller. All replaced parts will become the
property of Buyer.
SELLER DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO EQUIPMENT,
EITHER EXPRESS OR IMPLIED, EXCEPT AS PROVIDED IN THIS AGREEMENT.
IF ANY LABOR, REPAIR OR PARTS REPLACEMENT IS REQUIRED BECAUSE OF
ACCIDENT, NEGLIGENCE, MISUSE, THEFT, VANDALISM, FIRE, WATER OR
PERIL; OR BECAUSE OF CONDITIONS OUTSIDE OF SPECIFICATIONS, IN-
CLUDING BUT NOT LIMITED TO ELECTRICAL POWER, TEMPERATURE, HUMID-
ITY OR DUST; OR BY MOVING, REPAIR, RELOCATION, OR ALTERATION NOT
PERFORMED BY SELLER; OR BY ANY CAUSE OTHER THAN NORMAL USE, THE
WARRANTIES AND MAINTENANCE OBLIGATIONS OTHERWISE PROVIDED HEREIN
SHALL NOT APPLY. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY
CONSEQUENTIAL DAMAGES.
Seller shall at all times during the warranty period and during
any subsequent period in which a maintenance contract is in
effect, adhere to a two (2) hour response time for major outages
and a response time of less than 24 hours for minor outages.
Major and minor outages are as specified in paragraph 4.34 of
Seller's Response to RFP.
PAGE 9
37. MAINTENANCE CONTRACT. Buyer shall have the option to
purchase from Seller maintenance for the system for the second and
subsequent years of use of the system at a price not to exceed
that set forth in Seller's Response to RFP. However, should Buyer
become dissatisfied with the maintenance services being provided
by Seller, Buyer shall have the right to notify Seller, in writing,
of the areas of dissatisfaction and to discontinue the maintenance
contract with sixty (60) days notice. Terms and conditions of
maintenance for the second and subsequent years of the System's
operation are stated herein in the proposal and amendments hereto.
38. PATENTS, COPYRIGHTS, AND RELATED WARRANTIES.
(a) Seller agrees to defend, indemnify, and hold harmless
Buyer from and against any claim, suit, demand or action
alleging that the Equipment or any component or software
thereof infringes a United States patent or copyright, or
any trade secret, or any other proprietary rights of any
third party of that Seller failed to mark or brand the
Equipment or any component thereof, unless such mark or
brand was omitted at Buyer's request, and Seller shall
indemnify Buyer against all costs, expenses, and damages,
including reasonable attorneys' fees as may be allowed by
law, arising from any such claim, suit, demand, action, or
proceeding; provided that Buyer shall have given Seller
written notice of such action and all prior claims
relating thereto and that Seller shall have sole control
of the defense of such action and all negotiations for its
settlement or compromise.
(b) If any temporary or final injunction is obtained against
Buyer s use of the Equipment or any component or software
thereof by reason of an infringement of a United States
patent, copyright, or any trade secret or other
proprietary right, Seller shall, at its option and expense:
1. Procure for Buyer the right to continue using the
Equipment;
2. Replace or modify for Buyer the Equipment or any
component or software thereof so it no longer infringes
such patent, copyright, trade secret, or other
proprietary right, so long as the utility or perform-
ance of the Equipment is not degraded by such replace-
ment or modification and the Equipment continues to
comply with the Equipment Specifications; or
3. Accept Buyer's return of the Equipment and reimburse to
Buyer the undepreciated portion of the Purchase Price
PAGE 10
of the Purchase Price of the Equipment at the expense
of said Seller plus the costs of System removal.
39. MAINTENANCE AND SUPPORT OF SOFTWARE. Buyer has the option
to purchase the functionality of turning on message waiting lights
at the remote sites and centralized call detail recording. The
Seller will provide the software features, updates, modifications
or changes at a price not to exceed $30,000 installed. This price
will be adjusted and based upon Seller's actual cost in software
right to use fees and labor to install said fees, Seller to provide
documentation in a form acceptable to Buyer and Seller with the
understanding that this information is proprietary. Seller will
also provide Buyer upgrades or modifications to Generic 14 to
correct any software faults discovered during normal operation at
no cost to Buyer.
40. NOTICES. Any r
Agreement shall be in
delivered in person or
prepaid, and addressed as
If to Buyer:
City of Denton
Mr. Gary Collins
215 E. McKinney
Denton, Texas 76201
If to Consultant:
notice required or permitted by this
writing and shall be effective when
when mailed, certified mail, postage
follows:
If to Seller:
Business Phone Systems
Ms. Teresa Coles
5550 Esters Boulevard
Irving, Texas 75063
Mr. Mel Horne
Doug Arnold, Ltd.
15330 L.B.J. Freeway, Suite 301
Mesquite, Texas 75150
provided however, that any notice may be given orally between
Project Coordinator and Purchaser Representative and shall be
effective when given if it is promptly reduced to writing and
transmitted as described above. Reports and routine communi-
cations required or permitted under this Agreement can be sent by
regular mail.
41. CANCELLATION. Either party shall have the right to
cancel this Agreement without penalty in the event the other party
becomes insolvent, bankrupt or makes an arrangement for the
benefit of creditors, or consents to the appointment of a trustee
or receiver, or in the event a trustee or receiver is appointed
for part or all of the properties of the other party without its
consent and is not discharged within (30) days. No such cancel-
lation shall prejudice the terminating party's rights arising
prior to such cancellation or shall limit in any way other rights
or remedies available to the terminating party.
PAGE 11
42. INFORTEXT. Seller agrees that the INFORTEXT call
detail recording equipment will be completely programmed and
operational prior to Cutover. Seller further agrees that said
INFORTEXT will properly track, record and report all toll traffic
from all the switches on the network as specified in the RFP and
Seller's response.
43. EXHIBITS. The following documents are attached hereto
as Exhibits and are if expressly set forth herein made part of
this agreement, as
EXHIBIT
A Equipment Schedule
B DENTON'S Request for Proposal
C DENTON'S Amendment #1 to RFP
D GTE'S Proposal
E GTE'S Revised Response to RFP
F DENTON'S Amendment #2 to RFP
G GTE'S Response to Amendment #2
August 7, 1989
August 14, 1989
September 5, 1989
September 29, 1989
October 17, 1989
October 20, 1989
44. TRANSPARENCY. The system provided by Seller shall
include complete network transparency between the switches to the
hardware and software to the extent available on the SL-1 from
Northern Telecom. Seller represents that the System is data
ready for all stations, i.e. each station is data terminated in
the switch, to the extent specified in Seller's Response To RFP,
and that adequate network (loops and junctor) equipment is
provided in each switch to prevent network blockage to meet the
CCS requirement as specified in Seller's Response to the RFP.
45. VOICE MAIL. Total system acceptance is predicated on
acceptance of the Voice Mail system. Software programming for
Voice Mail will be performed within 30 to 60 days after System
Acceptance.
46. MANUALS. Seller shall provide one complete set of
Northern Telecom installation manuals and software and
maintenance manuals for each installation site.
47. JACKS. All jacks on the proposed system shall be
numbered clearly on the faceplate of each jack. There shall be
separate consecutive numbers for voice and separate consecutive
numbers for data jacks. Each numbering scheme shall be separated
by individual building location with adequate separation of
number blocks to account for growth. No number shall be repeated
anywhere in the system. The connection blocks shall be clearly
labeled with the appropriate jack number so as to show which jack
is connected to which connected block terminal lugs.
PAGE 12
48. ENTIRE AGREEMENT. This Agreement and the documents re-
ferred to in Section 43 contain the entire agreement between
parties and cannot be modified, amended, supplemented or
rescinded except in a written instrument signed by both parties.
However, at the time of installation, this Agreement may be
amended by the addition or deletions of items or equipment the
value of which may not exceed 10% of the purchase price of the
telephone equipment indicated on the Equipment Schedule. The
payment will be adjusted accordingly and Buyer agrees to pay such
adjusted payment. This agreement shall inure to the benefit of
and be binding upon Seller, its successors and assigns, and shall
be binding upon Buyer, its successors and assigns.
49. MISCELLANEOUS.
(a) By execution hereof, the parties hereby mutually certify
that they have read this Agreement, and that they are
duly authorized to execute same on behalf of Buyer and
Seller.
(b) If any paragraph, section or subsection of this Agreement
shall be void or voidable by a party as the result of its
being contrary to federal, state or local law, regulation
or ordinance, or if any such section or subsection shall
be finally declared void or unenforceable by any court or
agency of competent jurisdiction, the remainder of this
Agreement shall continue in full force and effect.
(c) No assignment shall be made by either party without prior
written consent of the other.
(d) Headings are for convenience only and shall not be used
in any manner to construe this Agreement.
(e) This Agreement, any variation or modification of this
Agreement, any waiver of any of its provisions or
conditions or changes to schedules shall not be valid
unless in writing and signed by an authorized officer or
manager of Seller and Buyer.
50. INTER-BUILDING CONNECTIONS. The Microwave System, Conduit-
Power Plant, and Conduit-City Hall are deleted from the Base Bid
and addendum number 2. Buyer shall provide to Seller a dmarc
point at a DS-1 level for the provision of TI service.
CITY OF DENTON, TEXAS, BUYER
RAY S P,HENS, MAYOR
PAGE 13
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY: Zcm')
BUSINESS PHONE SYSTEMS, A
DIVISION OF GTE SOUTHWEST
INCORPORATED, SELLER
BY:
Title: PAGE 14