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HomeMy WebLinkAboutRegulated Svs Volume Terms Agmt BBMA Agreement No. FL03.E591-DO Regulated Services Agreement FL03.E591.10 BELLSOUTH BUSINESSsM MASTER AGREEMENT FOR REGULATED SERVICES AND VOLUME & TERM AGREEMENT City of Miami Beach This BellSouth BusinessSM Master Agreement for Regulated Services and Volume & Term Agreement (" Agreement") is between City of Miami Beach ('Customer") and BellSouth Telecommunications, Inc. ("BSr) and applies to Orders for the purchase of Regulated Services from BST. This Agreement is or may be, a Contract Service Arrangement ("CSA") with respect to regulated BellSouth Services. REGULATED SERVICES 1. Regulatory and Other Contractual Considerations. 1.1 Customer recognizes and agrees that this Agreement is subject to and controlled by BST's tariffs including. but not limited to. the General Subscriber Services Tariff and the Private Line Services Tariff and all such revisions to said tariffs as may be made from time to time, and are not intended to replace or supersede existing tariffs. All Services included under this Agreement will be purchased in accordance with such approved tariffs in effect in each state. The rates, charges and provisions of such tariffs applicable to the Services will apply unless and except to the extent this Agreement contain express rates, charges and provisions specifically in conflict therewith (in which case the express rates, charges. and provisions of this Agreement will control to the extent permitted by applicable law.) BST agrees Customer will be provided any appropriate tariff decreases for any rate element. 1.2 Customer acknowledges that BST may be required in certain states to file and obtain approval of this Agreement when used in conjunction with a Contract Service Arrangement ("CSA") or Special Service Arrangement ("SSA") prior to the implementation of this Agreement. BST agrees to begin any necessary filings within thirty (30) calendar days after the Effective Date of the Order Attachment for the CSA or SSA. In the event the CSA or SSA is denied by a regulatory agency in any state or by another regulatory body with jurisdiction over this matter. this Attachment and any CSA or SSA shall be null and void and of no effect in that state. 2. Order Attachment(s). Customer may order Regulated Services by using the BST Order Attachment ("Order Attachment") at the recurring and non-recurring rates and charges agreed to by the Parties in accordance with the terms and conditions described in the applicable tariffs and Order Attachment. Customer may order additional existing or new Regulated Services by submitting an appropriate Order Attachment properly authorized and submitted in accordance with BST's procedures. Rates for additional andlor new Regulated Services will be in accordance with the applicable tariff rates in effect at the time the Order Attachment is accepted by BST or as otherwise stated in the appropriate Order Attachment. Customer agrees to pay for the Regulated Services included in all Order Attachments. 3. Cancellation. If Customer cancels a Service ordered pursuant to an Order Attachment prior to the completed installation of the Regulated Service, but after the execution of the Order Attachment, Customer will pay all reasonable costs incurred in the implementation of the cancelled Regulated Service. not to exceed all costs that could apply if the work in the implementation of the Order Attachment had been completed. 4. Termination. 4.1 If Customer cancels a service ordered pursuant to an Order Attachment at any time prior to the expiration of the service period set forth in the appropriate Order Attachments(s). Customer shall be responsible for all termination charges unless otherwise specified. Termination charges are defined as all reasonable charges due or remaining as a result of the minimum service period agreed to by BellSouth and Customer as set forth in the Order Attachment(s). 4.2. Customer acknowledges it has options for its telecommunications services from service providers other than BST and it has chosen BST to provide the Regulated Services specified in each Order Attachment. Customer. therefore, agrees that in the event it terminates Regulated Services provided pursuant to an Order Attachment of any kind whether it is a CSA or SSA, at any time prior to the minimum service period set forth in the Order Attachment. Customer will pay Termination Charges, except where a certified reseller of BST local service resells this Agreement to Customer and agrees in writing to assume all of Customer's obligations to BST under this Agreement. 5. Service Period. 5.1. The Service Period for Regulated Services ordered under an Order Attachment shall be as specified in the applicable Order Attachment and shall commence on the date installation is completed. 5.2. At the expiration of the Service Period for any Regulated Service available pursuant to the tariff. Customer may continue the Regulated Service according to renewal options provided under the tariff. If Customer does not elect an additional service period, or does not request discontinuance of service, the Regulated Service will be provided at the month-to-month rate currently in effect. At the expiration of the Service Period for any CSA or SSA, Customer may convert to an available tariff offering for the specific service or may request a new CSA or SSA. VOLUME AND TERM PROVISIONS. 6. Definitions. As used in this Agreement. the following words or phrases have the following meanings. If not otherwise defined herein. all capitalized words and phrases have the meaning set forth elsewhere in the Agreement. 6.1 'Annual Revenue Commitment" - the agreed-upon amount of billing each year to Customer for BST Regulated Services that Customer agrees to achieve for purposes of this Agreement. 6.2 "Baseline" - in Contract Year 1. the annualized monthly billing to Customer for BST Regulated Services during each year that is used to calculate the Annual Revenue Commitment. Baseline in subsequent years is the aggregate billing for the previous twelve (12)-month period prior to the application of any Reward. 10f4 <€8HrI8E?JTI:.h ~RQPRIET'...R ~ HaT foR BI3Et8SUItE eUfSIEle 8ELL35tJfPf ~ I t nOu 1 n.,j f f~H P ~n3JI61 ~ "l ~ ~~."O~ BBMA Agreement No. FL03-E591-o0 Regulated Services Agreement FL03-E591-10 6.3 'Contract Year" _ the twelve (12)-month period during the term of this Agreement beginning on the first day of the month in which both Parties have signed this Agreement ("Effective Date-), or any subsequent twelve (12)-month period that begins on the anniversary of the Effective Date. 6.4 'Reward . or "Reward Level" _ the percentage reduction, exclusive of taxes and fees. that is applied to the monthly billed revenue for the BST Regulated Services that are Reward Eligible and for which billing has occurred or will occur during the current billing period. 6.5 'Reward Eligible Services' _ all BST local and intraLATA services purchased by Customer that are appropriate for a percentage reduction of the existing monthly billed revenue. exclusive of taxes and fees. as mutually agreed to by Customer and BST. The Reward Eligible Services are listed in Appendix 1 to this Agreement. 6.6 'Expiration Date' - the date on which the term of this Agreement expires. 6.7 "Term' _ the number of Contract Years or the number of months the Volume and Term provisions of this Agreement are effective. The Term of this Agreement is 4 Contract Years. 6.8 "V&T Eligible Services' _ all Regulated Services purchased by Customer whose billing is used to calculate Baseline. Non-recurring charges. taxes, and publicly imposed surcharges are not used to calculate the Baseline and are not considered V& T Eligible. 7. Annual Revenue Commitment t(,S S' ti>O 7.1 Customer and BST agree to an Annual Revenue Commitment in the first Contract Year of this Agreement Of~OO. The Annual Revenue Commitment represents one hundred percent (100%) of Customer's Baseline billing. 7.2 Customer and BST agree that all recurring charges for V& T Eligible Services billed by BST to Customer during each year of this Agreement will be applied toward the Annual Revenue Commitment. Customer's progress toward meeting the Annual Revenue Commitment will be tracked by BST and measured in pre-reward billed dollars. 7.3 Customer and BST agree to determine Customer's Annual Revenue Commitment at the beginning of each Contract Year. The Annual Revenue Commitment for each Contract Year will be expressed as one hundred percent (100%) of the Baseline billing for the Contract Year. 7.4 In the event the Annual Revenue Commitment is adjusted due to a Business Change. Higher Order of Service. or Tariff Change, as defined herein, Customer will be permitted to reduce its Annual Revenue Commitment levels by an amount equal to the adjustment made during the V&T Annual True-Up (as defined herein). 8. Reward Level 8.1 BST will apply a Reward that is a percentage reduction of the monthly billed revenue. exclusive of taxes and fees. for the total billed revenue associated with the Reward Eligible Services at the beginning of the Contract Year. The Reward Level will be effective on the first day of the month in which this Agreement was signed by both Parties. 8.2 Charges billed pursuant to the Federal or State Access Services tariffs, billing for taxes or publicly imposed surcharges. including but not limited to. the surcharges for 911 or dual party relay services. Local Usage, CSAs, SSAs, WATSSaver. and End User Common Line Charges, are not eligible for the application of the Reward. Billing associated with certain services may not be eligible for the application of a Reward in order to comply with applicable regulatory and legal requirements. 8.3 Charges billed pursuant to other BST promotions or offers are not eligible for the application of the Reward. 8.4 Charges billed for V&T Eligible Services for which Customer has not paid will not be counted toward the Annual Revenue Commitment, or toward the amounts set forth in Appendix 1, for purposes of determining a Reward Level attained by Customer. 8.5 Customer and BST will be jointly responsible for the identification of Customer accounts with V& T Eligible Services. Customer and BST agree that BST will not be responsible for failure to apply a Reward to a V& T Eligible Service if such failure resu~s from Customer's failure to identify the relevant account. Additional V&T Eligible Service accounts may be added only by mutual agreement of the Parties. 9. Annual Growth Incentive Award ("AGIA"). If Customer exceeds its Baseline by more than 5.0 percent (5.0%) during any Contract Year. Customer will receive an additional AGIA credit. The AGIA will equal 10.0 percent (10.0%) of the billed charges for V&T Eligible Services less the current Contract Year's Baseline. The AGIA. not to exceed $15,000.00. will be calculated and applied at the time of the V&T Annual True-Up. AGIA credits resulting from Annual True-Up will be applied towards Reward Eligible Services only and will be applied within thirty (30) days of the completion of Annual True-Up. 10. Annual Revenue Commitment and Reward Level. The Customer's initial Annual Revenue Commitment and Reward requirements are set forth in Appendix 1. The Annual Revenue Commitment and Reward Level for future contract years will be mutually agreed to in writing. 11. Commitment Shortfall. Customer agrees if it fails to meet its Annual Revenue Commitment during a given Contract Year, except as provided in Sections 14. 15. and 16. to the extent permitted by applicable law and regulation, BST will bill and Customer agrees to pay the difference between the actual billed revenue for the current Contract Year and tts Annual Revenue Commitment ("Commitment Shortfall"). 12. Provision for Obtaining Rewards for Additional and New RegUlated Services. For purposes of this Agreement an 'Additional Service' is an intraLA TA service that is tariffed by BST on the Effective Date of this Agreement and is not considered an intraLA TA Reward Eligible Service. A "New Service" is an intraLATA service that has been tariffed by BST after the Effective Date of this Agreement. Customer may submit a request to BST to obtain a Reward on an Additional or New Service under this Agreement. 13. Acquisition of New Businesses. In the event Customer acquires a new business or operation within the BST service area during the term of this Agreement. the Regulated Services at these locations may be included under this Agreement upon the mutual agreement of BST and Customer. Should such an agreement be reached. BST and Customer will amend this Agreement, including the Annual Revenue Commitment level in Appendix 1. as appropriate to include such Regulated Services. Any revisions due to acquisition will be made during the V&T Annual True-Up at the end of the year in which the acquisition occurred, and will affect the Annual Revenue Commitment for Mure years. 20f4 e011YI8EIJTI.'J~..TR':"11'.lCl/"\1'\.1 !1ST FelR. BIiJete~u~ vu 1 ~1ue .,eLUlVU 1 n VV 11nCltT'!' "M'l"fffil n':I~~I\'>'>lV1q ~~ ~"\.'1\D" BBMA Agreement No. FL03-E591.Q0 Regulated Services Agreement FL03-E591-10 V&T Eligible Services included in this Agreement as the result of an acquisition will be used in the calculation of an AGIA in the Contract Year in which the acquisition occurred. 14. Business Change. In the event of a divest~ure of a significant part of Customer's business, a business downturn beyond Customer's control, a decision by Customer to close or consolidate locations that is based on events beyond Customer's reasonable control, or a network optimization using other BST services. (collectively, "Business Change"). any of which significantly reduces the volume of network Regulated Services required by Customer. with the result that Customer is unable to meet its Annual Revenue Commitment under this Agreement (notwithstanding Customer's best efforts to avoid such a shortfall), BST and Customer will cooperate to reduce Customer's Annual Revenue Commitment to the extent of any shortfall resulting from the Business Change. This provision does not apply to a change resulting from a decision by Customer: (a) to reduce its overall use of telecommunications; or (b) to transfer portions of its traffic or projected growth to providers other than BST. Customer must provide BST written notice of the conditions it believes will require the application of this provision and will describe such conditions with particularity. This provision does not constitute a waiver of any charges, including shortfall charges, incurred by Customer prior to the time the Parties mutually agree to amend this Agreement. This provision does not affect the application of termination charges pursuant to the tariff or other agreements. 15. Higher Order of Service. BST may offer Customer new technological features and capabilities that will provide additional value to Customer with higher functionality and increased capacity ("Higher Order of Service'). In the event Customer elects to incorporate such a Higher Order of Service into its network design, and the use of such Higher Order of Service results in Customer's being unable to meet its Annual Revenue Commitment under this Agreement. then, subject to all applicable regulatory requirements, BST agrees to reduce Customer's Annual Revenue Commitment to the extent of any shortfall resutting from the migration to a Higher Order of Service. 16. Tariff Changes. If during the term of this Agreement, BST requests and receives regulatory approval for price reductions on tariff services purchased by Customer and such price reductions cause Customer to be unable to meet its Annual Revenue Commitment under this Agreement. then subject to applicable regulatory requirements, BST agrees to reduce Customer's Annual Revenue Comm~ment to the extent of the shortfall resulting from the price reduction(s). 17. Annual True-Up. 17.1 Within gO days of the end of each Contract Year. BST will conduct a review of Customer's revenue to determine if Customer achieved its Annual Revenue Commitment ("Annual True-Up"). During the Annual True-Up. BST will calculate any Commitment Shortfall in accordance with Section 11 and determine Customer's Baseline billing for the following year in accordance with Section 6.2. During the Annual True-Up, BST can also propose any adjustments to the Annual Revenue Commitment. Finally, during the Annual True-Up, BST and Customer will determine the Annual Revenue Commitment for the new Contract Year in accordance with Section 7. 17.2 Customer and BST agree that any credit resulting from the Annual True-Up will be applied as a credit on the BST bill for local and intra LATA services. Further, any debit resulting from the Annual True-Up for failure to meet the Annual Revenue Commitment or Termination Liability will be billed directly to Customer and Customer agrees to assume responsibility for all outstanding amounts. 18. Taxes. Applicable taxes and fees will be based on full tariffed prices for all BST Regulated Services, and no taxes or fees will be added to the amount of any Reward or AGIA given to Customer under this Agreement. 19. Termination Liability. 19.1 If Customer desires to terminate the Volume and Term Provisions prior to their expiration. Customer must provide written notice of such termination 60 days prior to the effective date of termination. BST will bill Customer the following termination charges: (a) The amount of Rewards received for the life of this Agreement or for the previous 12 months. whichever is less and (b) The prorated portion of the Agreement implementation and tracking costs, calculated as follows: Prorated Implementation and Tracking Costs = $14,134.00 times the (Contract Months Remaining divided by the Total Contract Months). 19.2 The application of termination charges pursuant to this section shall not affect the application of termination charges pursuant to the tariff or any other agreement. 20. Miscellaneous Provisions 20.1 Offer Expiration. This offer shall expire on October 23. 2003. 20.2 This Agreement shall be interpreted in accordance with the laws of the State of Florida without regard to its choice of law provisions. 20.3 Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when received and shall be sufficient if given in writing, delivered by hand. facsimile. overnight mail delivery. or United States Mail, postage prepaid. addressed to the appropriate party at the address set forth below. Either party hereto may change the name and address to whom all notices or other documents required under this Agreement must be sent at any time by giving written notice to the other party. Current addresses are: BellSouth BellSouth Business Systems. Inc. Attn: Director of Contract Management 2180 Lake Blvd.. 7th Floor Atlanta, GA 30319 Customer City of Miami Beach 1100 Washington Avenue Miami Beach. FL 33139 20.4 In the event that one or more of the provisions of this Agreement shall be invalid. illegal. or unenforceable in any respect under any statute. regulatory requirement. or rule of law. then such provisions shall be considered inoperative to the extent of such invalidity. illegality. or unenforceability. and the remainder of this Agreement shall continue in full force and effect. 30f4 CaHflf>"Bl ffI/.b.'PR.8PRltiT" RY l191'rSR. BISe.:t63mtE otrfJIeE 5BLLJOtf'f'II nrflIaUT yJlRI]Xf8J PENtI~iIQ~l ~1\O't BBMA Agreement No. FL03-E591.o0 Regulated Service!! Agreement FL03-E591-10 20.5 Each party agrees to submit to the other party, all advertising, sales promotion. press release, and other publicity matters relating to this Agreement or to the services provided under this Agreement wherein corporate or trade names, logos, trademarks. or service marks of the other company or any of its affiliated companies are mentioned or wherein there is language from which a connection to said names or marks may be inferred. Each party further agrees not to publish or use such advertising, sales promotions, press releases. or publicity matters without the other party's written approval. 20.6 Customer may not assign its rights or obligations under this Agreement without the express prior written consent of BST. Such consent shall not be unreasonably withheld. 20.7 Extension of Term. The tenn of this Agreement may be extended for two additional one-year periods upon the mutual agreement of the Parties. Customer shall provide BST written notice of its intent to renew at least 60 days before the beginning of each one-year renewal period. Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by its terms and conditions. Customer further agrees that this Agreement, and any Orders, constitute the complete and exclusive statement of the agreement between the Parties, superseding all proposals, representations, and/or prior agreements, oral or written, between the Parties relating to the subject matter of the Agreement. Acceptance of any Order by BellSouth is subject to BellSouth credit and other approvals. This Agreement Is not binding upon BellSouth until executed by an authorized employee, partner, or agent of Customer and BellSouth. The undersigned warrant and represent that they have the authority to bind Customer and BellSouth to this Agreement. This Agreement may not be modified, amended, or superseded other than by a written instrument executed by both parties. The undersigned warrant and represent that they have the authority to bind Customer and BellSouth to this Agreem t. CUST By: BELLSOUTH TELECOMMUNICATIONS. INC. By: BELfBtOUTH EWSINES~ S'T~ By: ~W ~ _ n (Signatur~) By: O"'''''.hVl w' ~~k, (Printed Name and Title) Oate:21 "2.., / 0'" By: David Dermer, Mayor (P~ ~e and Title) 9 10 03 I I Date: ATTEST: ~(p~ Robert Parcher, City Clerk APPROVED AS 10 FORM & LANGUAGE! & FOR EXECUTION ~~ "J:- )-3-(1 ':1 Date 40f4 oounbl~HTtADl'll6rR.IET All J. lIST feR BIB€JL63{jItf: etffSIBI! fi"EtLJBtffIl ~.'I.7ITII8~T WRiTIEtJ PI!R1Hi'i'IQN Nt"- \)~ H '"1.\'t...,\0 BBMA Agreement No. FL03-E591-00 Regulated Services Agreement FL03-E591-1 0 Appendix 1 to Regulated Services Agreement 1. Customer: City of Miami Beach 2. Term: 48 months Volume and Term Provisions A. Annual Revenue Commitment: B. Baseline (First Year): Reward Level $685,000.00 $793.000.00 C. % A 10.0% D. Growth Percentage 5.00% E. Annual Growth Incentive Award: 10.0% (not to exceed $15,000.00) F. Reward Eligible Services A A A A A A A A A A A A A A A TOUCHSTAR CUSTOM CALLING FLAT RATE BUSINESS MSGIMEAS RATE BUS OFF PREM EXT (OPX) TIE LINES ANALOG DATA SERVICE ALARM & CONTROL CKT FCO & FX SERVICES VOICE GO NON-DATA DIR. WHITE PAGE SVCS REMOTE CALL FWD CRISISLlNK (ST-UP) BUSINESS ISDN MESSAGING CNS FEATURES 1 of 1 CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION