HomeMy WebLinkAboutWORLDCOM/UUNET (2) -20001.0!iANCC NO-PkRE UWIWMED
ACRE` --HENT BETWEEN THE CITY OF SANTA ANA WORK MAY PROCEED
AND
UUNET TECHNOLOGIES, INC.
CLERK OF COUNCIL
DATE, 3- L_p1 C_
THIS AGREEMENT, is made and entered into this 21 st day of November, 2000, by and
between the City of Santa Ana, a charter city and municipal corporation duly organized and
existing under the Constitution and laws of the State of California ("City") and UUNET
Technologies, Inc. ("Consultant").
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of
internet access and related service.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant Linder this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. Terms and Conditions
The term of this Agreement shall be for a period of one year, beginning on November 3,
2000, and ending on November 2, 2001. This is the first of three optional renewals to the original
agreement, as granted by Council approval in October 4, 1999.
All terms and conditions more fully set forth in the following shall have full force and
effect in this Agreement:
a. UUDirect Service Agreement - Government Promotion (Exhibit A)
b. General Terms and Conditions (Exhibit B)
Said terms and conditions are attached hereto as Exhibits A and B, which are
incorporated herein by reference.
2. Scope of Services
The Consultant shall provide internet access services as defined in Exhibits A and B .
3. Compensation
The City will pay to Consultant total compensation under this Agreement which shall not
exceed Twenty Three Thousand Five Hundred Dollars ($23,500.00).
Payment by City shall be made within thirty (30) days following receipt of proper invoice
evidencing work performed, subject to City accounting procedures. Payment need not be made
for work that fails to meet the standards of performance set forth in the Recitals which may
rensonably be expected by City.
4. Insurance
Insurance is not rewired due to the services being provided, Consultant will never enter
City property; all services are provided off-site and/or via telephone lines/cables.
S. Independent Contractor
Consultant agrees that Consultant is an independent contractor and not an employee of
the City and all Consultant's personnel shall be employees of Consultant and not employees of
the City. Consultant shall pay all salaries and wages, employer's social security taxes.
unemployment insurance and similar razes relating to employees and shall be responsible for all
applicable withholding taxes.
6. Cancellation
Either party may terminate this Agreement for any reason upon sixty (60) calendar days
written notice to the other party. Written notice shall be given personally or sent through the U.S.
Mail, first class, certified, return receipt requested. Written notice is effective five days after
mailing.
7. Assignment
Inasmuch as this Agreement is intended to secure the specialized services of the
Consultant, Consultant may not assign, transfer, delegate, or sublet any interest therein without
the prior written consent of the City and any such assignment, transfer, delegation or sublease
without the City's prior written consent shall be considered null and void. Such consent, on the
part of the City, shall not be unreasonably withheld.
Nothing in this Agreement shall be construed to Iimit the City's ability to have any of the
services which are the subject of this Agreement performed by City personnel or by other
Consultants retained by the City.
8. Conflict of Interest Clause
Consultant covenants that it presently has no interest and shall not have interests, direct
or indirect, which would conflict in any manner with the performance of the services specified
under this Agreement.
9. Certification of Nondiscrimination
By signing this Agreement, Consultant certifies that it does not discriminate in hiring or
treatment on the basis of race, color, creed, religion, sex, sexual orientation, age, marital status,
national origin, ancestry, physical handicap or medical condition.
2 ora
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
Palricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
CITY ATTORNEY
Lisa E. Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
] ma, Executive Director
Finance and P,�Ianagement Services Agency
3 of 3
CITY OF SANTA ANA
a municipal corporation of the
State ofCalifornia _
A. Pulido
APPROVED AS TO CONTENT:
David N. Ream
City Manager
UUNET Technolo ies, Inc.
Name: e
Title : S°ae.s
Employer ID #
[UUNET
A WorldCom Company
UUNET Technologies, Inc. +1 800 258-9689 (voice)
22001 Loudoun County Parkway +1 703 886-5999 (voice)
Ashburn, VA 20147 +1 703 886-0650 (fax)
http://www.uu,net govt@uu.net
UUNET is a registered trademark of UUNET Technologies, Inc.,
and the UUNET logo design is a trademark,
All other trademarks acknowledged.
UUDIRECTSM SERVICE AGREEMENT- GOVERNMENT PROMOTION
This promotion is available to federal, state &local government entities, pubic universities, and other qualified educational institutions that order service '...
'.. before September 30, 2001. UUNET's Internet services qualify as "commercial items" under the Federal Acquisition Regulation ("FAR") and this '..
'.. promotion is extended solely on that basis. Terms and conditions contained in any Customer purchase order or similar documentation that are in
addition or contrary to FAR 52.212-4 (MAY1999)and the commercial terms herein shall not apply. Upon written request faxed to (703) 886-5807,
UUNET will provide Customer with a copy of its Federal Commercial Items Representations and Certifications (FAR 52.212-3 (OCT 1999)).
Prices above are for service in the contiguous United States and do not include any telco line charges, equipment costs,6 or
network applications fees.?
Payment if Purchase Order is required, return PO with this form and provide PO#:
Billing Preference ❑ Bill my existing UUNET account number: O Bill to a new account number
Please sign this Agreement on the reverse.
I While Custorner can resell Internet connectivity, Customer cannot resell the service in its entirety to another person or entity without the express prior written
consent of UUNET. If Customer resells Internet connectivity to end users, Customer is responsible for: (1) providing the first point of contact for end user
support inquiries; (11) providing software fulfillment to end users; (iii) running its own primary and secondary domain name service ("DNS") for and users; (iv)
registering end users' domain names; (v) using BGP routing to the UUNET Network, if requested by UUNET; (vi) collecting route additions and changes, and
providing them to UUNET; and (vii) registering with the appropriate agency all Ile addresses provided by UUNET to Customer that are allocated to end users.
2 To ensure proper installation, UUNET will order all telco lines. A $500 surcharge applies to Customer -ordered lines. Installation may be scheduled between
the hours of 8AM and 7PM ET Monday through Friday (excluding holidays). If Customer requires installation outside of these hours, UUNET will charge an
additional $500 fee.
a When Customer completes 12 consecutive months of service, Customer shall be entitled to request in writing the Year 2 pricing. When Customer completes
24 consecutive months of service, Customer shall be entitled to request in writing the Year 3 pricing.
° Shadow service is available only if Customer orders primary (JUdirect service from UUNET. The Term of Shadow service will be the same as the Term of
Customers primary connection. Shadow service requires that the Shadow connection not exceed a 16 Kbps (T1) or 500 Kbps (T3) sustained use love[ (95th
percentile traffic sampling rate) while the primary connection is available. If the 16 Kbies1500 Kbps sustained use level is exceeded at any time while the
primary connection Is available, UUNET will bill Customer an excess usage charge of UUNET's Promotional Monthly Fee for Full T1/Full T3 service.
Customer will be billed at these rates until the sustained use of the Shadow connection in a month decreases below 16 Kbps/500 Kbps. If the primary
connection is unavailable (as defined in the SLA set forth at www.uu.net/terms), sustained use of the Shadow connection in excess of 16 Kbps/500 Kbps will
not be subject to excess usage charges.
s Customer must provide 60 days' prior written notice to UUNET before downgrading service to a lower tier.
s UUNET is acting only as a reseller with respect to the hardware and software offered under this Agreement ("Equipment"), which was manufactured by a third
party ("Manufacturer'). UUNET will provide first -level support for Equipment, but will not repair or replace Equipment. Customer's use of the Equipment is
subject to the terms and conditions of the Manufacturer's end user agreement. Should Customer purchase Equipment from UUNET, UUNET will ship the
current UUNET -tested version of the Equipment to the Customer.
Descriptions of the domain name, mail, news services, and other network applications available In connection with this service, and the pricing and additional
terms applicable to these services, are set forth in the Network Applications Fee Schedule available at www.uu.netnerms. UUNET reserves the right to
change the Network Applications Fee Schedule from time to time, effective upon posting of the changes to that URL or other notice to Customer.
UUOIRECT GOVERNMENT PROMO -IM/00
Standard
Promotional
Start-up
Start-up
Standard
Promotional
Monthly
Fees
Service4
Charge
Char 02
Monthly Fee
Year 7
Year 2
Year 3
D 56 Kbps Leased Line
$_%6
$
300
$-595
$
320
$
275
$
200
>Full T1 (1.5 Mbps port)
$--2400
$
1,000
$1,,795
$
1,050
$)( 905
$
660
❑Diverse T""
$--5,909
$
2,000
$--3,500
$
2,150
$
1,825
$
1,325
❑Double Tam .4
$--6:990
$
2,000
$---3,599
$
2,150
$
1,825
$
1,325
O Shadow Tl
$--3,009
$
1,000
$---359
$
300
$
275
$
250
❑ T3 nereds
O 3 Mops port
$-6,090
$
2,500
$---6,900
$
4,675
$
3,950
$
3,625
❑ 6 Mops port
$--G,099
$
2,500
$--8;999
$
6,225
$
5,275
$
4,825
❑ 9 Mops port
$--0;090
$
2,500
$- 49,009
$
7,800
$
6,575
$
6,025
0 12 Mbps port
$-6800
$
2,500
$-12,000
$
9,350
$
7,900
$
7,250
O 15 Mbps port
$--6;000
$
2,500
$-14009
$
10,900
$
9,200
$
8,450
❑ 18 Mbps port
$--6,000
$
2,500
$-X7;900
$
13,225
$
11,175
$
10,250
Ll 21 Mbps port
$----6,000
$
2,500
$ 1&000
$
14,775
$
12,475
$
11,450
❑ 24 Mbps port
$--61000
$
2,500
$--2.2,000
$
17,125
$
14,450
$
13,250
❑ 27 Mbps port
$---6,090
$
2,500
$--26800
$
20,225
$
17,075
$
15,675
U 30 Mbps port
$--6,000
$
2,500
$-49,009
$
22,575
$
19,050
$
17,475
❑ Full T3 (45 Mbps port)
$-6;000
$
2,500
$--25;900
$
27,225
$
22,975
$
21,075
❑ Shadow T34
$--5;090
$
2,000
$--41900
$
2,400
$
2,100
$
2,000
Prices above are for service in the contiguous United States and do not include any telco line charges, equipment costs,6 or
network applications fees.?
Payment if Purchase Order is required, return PO with this form and provide PO#:
Billing Preference ❑ Bill my existing UUNET account number: O Bill to a new account number
Please sign this Agreement on the reverse.
I While Custorner can resell Internet connectivity, Customer cannot resell the service in its entirety to another person or entity without the express prior written
consent of UUNET. If Customer resells Internet connectivity to end users, Customer is responsible for: (1) providing the first point of contact for end user
support inquiries; (11) providing software fulfillment to end users; (iii) running its own primary and secondary domain name service ("DNS") for and users; (iv)
registering end users' domain names; (v) using BGP routing to the UUNET Network, if requested by UUNET; (vi) collecting route additions and changes, and
providing them to UUNET; and (vii) registering with the appropriate agency all Ile addresses provided by UUNET to Customer that are allocated to end users.
2 To ensure proper installation, UUNET will order all telco lines. A $500 surcharge applies to Customer -ordered lines. Installation may be scheduled between
the hours of 8AM and 7PM ET Monday through Friday (excluding holidays). If Customer requires installation outside of these hours, UUNET will charge an
additional $500 fee.
a When Customer completes 12 consecutive months of service, Customer shall be entitled to request in writing the Year 2 pricing. When Customer completes
24 consecutive months of service, Customer shall be entitled to request in writing the Year 3 pricing.
° Shadow service is available only if Customer orders primary (JUdirect service from UUNET. The Term of Shadow service will be the same as the Term of
Customers primary connection. Shadow service requires that the Shadow connection not exceed a 16 Kbps (T1) or 500 Kbps (T3) sustained use love[ (95th
percentile traffic sampling rate) while the primary connection is available. If the 16 Kbies1500 Kbps sustained use level is exceeded at any time while the
primary connection Is available, UUNET will bill Customer an excess usage charge of UUNET's Promotional Monthly Fee for Full T1/Full T3 service.
Customer will be billed at these rates until the sustained use of the Shadow connection in a month decreases below 16 Kbps/500 Kbps. If the primary
connection is unavailable (as defined in the SLA set forth at www.uu.net/terms), sustained use of the Shadow connection in excess of 16 Kbps/500 Kbps will
not be subject to excess usage charges.
s Customer must provide 60 days' prior written notice to UUNET before downgrading service to a lower tier.
s UUNET is acting only as a reseller with respect to the hardware and software offered under this Agreement ("Equipment"), which was manufactured by a third
party ("Manufacturer'). UUNET will provide first -level support for Equipment, but will not repair or replace Equipment. Customer's use of the Equipment is
subject to the terms and conditions of the Manufacturer's end user agreement. Should Customer purchase Equipment from UUNET, UUNET will ship the
current UUNET -tested version of the Equipment to the Customer.
Descriptions of the domain name, mail, news services, and other network applications available In connection with this service, and the pricing and additional
terms applicable to these services, are set forth in the Network Applications Fee Schedule available at www.uu.netnerms. UUNET reserves the right to
change the Network Applications Fee Schedule from time to time, effective upon posting of the changes to that URL or other notice to Customer.
UUOIRECT GOVERNMENT PROMO -IM/00
GENERAL TERMS AND CONDITIONS
1. UUNET Technologies, Inc. ("UUNET") exercises no control over, and accepts no responsibility for, the content of the information passing through UUNET's host
computers, network hubs and points of presence (the "UUNET Network'). EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 BELOW, UUNET (a) MAKES
NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES AND EQUIPMENT IT IS PROVIDING, AND (b) DISCLAIMS
ANY WARRANTY OF TITLE, MERCHANTABILITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Use of any information obtained
via the UUNET Network is at Customer's own risk. UUNET specifically denies any responsibility for the accuracy or quality of information obtained through its
services. UUNET shall not be liable for any delay or failure in performance due to Force Majeure, which shall include without limitation acts of God, earthquake,
labor disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures,
transportation difficulties, or other occurrences which are beyond UUNET's reasonable control,
2. All use of the UUNET Network and the service must comply with the then -current version of the UUNET Acceptable Use Policy ("Policy") which is made a part of
this Agreement and is available at the following URL: www.uu.neVterms, UUNET reserves the right to amend the Policy from time to time, effective upon
posting of the revised Policy at the URL or other notice to Customer. UUNET reserves the right to suspend the service or terminate this Agreement effective
upon one (1) days' notice for a violation of the Policy. Customer agrees that UUNET shall not be liable for any losses, damages, costs or expenses resulting
from any third party claim or allegation ("Claim") arising out of or relating to use of a service, including any Claim which, if true, would constitute a violation of the
Policy.
3. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF
OR RELATE TO THIS AGREEMENT OR THE SERVICE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGES FOR LOSS
OF DATA RESULTING FROM DELAYS, NON -DELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS,
4. Any Internet Protocol numbers ("IP Numbers') assigned to Customer by UUNET in connection with the service shall be used only in connection with the service.
In the event Customer discontinues use of a service for any reason, or this Agreement expires or is terminated for any reason, Customers right to use the IP
Numbers shall terminale.
5. Except otherwise noted herein, payment and invoicing shall be pursuant to FAR 52.212-4 (MAY 1999). Accounts unpaid 60 days after payment is due may
have service interrupted or terminated. Such interruption does not relieve Customer of the obligation to pay the Monthly Fee. Only a written request to terminate
Customers service relieves Customer of the obligation to pay the Monthly Fee. Prices are exclusive of any taxes which may be levied or assessed upon the
Equipment or services provided hereunder. Any such taxes shall be paid by Customer. If Customer is exempt from otherwise applicable taxes, Customer must
' submit Its lax identification number and exemption certificate at the same time it submits this Agreement.
6. Billing for UUNET service will commence when a UUNET hub and a functioning telephone circuit are prepared to route IP packets to Customer's site ('Service
Activation Date"), The Start-up Charge is invoiced upon acceptance of this Agreement by UUNET. Charges for Equipment shall be Invoiced upon shipment.
Service is invoiced monthly in advance, and may be canceled upon delivery of written notice to UUNET specifying a termination date; provided that Customer
pays the following cancellation charges: 60+ days' notice (no charge); 3059 days' notice (one month's telco line charges); less than 30 days' notice (two
months' telco line charges). UUNET may increase Customers telco line charge at any time if the telco line provider increases its rates.
7. The Service Level Agreement ("SLA") for this service, which is made a part of this Agreement, is set forth at www.uu.netlterms. UUNET reserves the right to
amend the SLA from time to time effective upon posting of the revised SLA to the URL or other notice to Customer; provided, that in the event of any
amendment resulting in a material reduction of the SLA's service levels or credits, Customer may terminate this Agreement without penalty by providing UUNET
written notice of termination during the 30 days following notice of such amendment. The SLA sets forth Customer's sole remedies for any claim relating to this
service or the UUNET Network, including any failure to meet any guarantee set forth in the SLA. UUNET's records and data shall be the basis for all SLA
calculations and determinations. Notwithstanding anything to the contrary, the maximum amount of credit in any calendar month under the SLA shall not exceed
the Monthly Fee and/or Start-up Charge which, absent the credit, would have been charged for UUNET service that month (collectively the "UUNET Fees");
provided, that the maximum amount of credit for failure to meet the Availability Guarantee shall not exceed the sum of (a) the UUNET Fees, plus (b) the telco
line charge which, absent the credit, would have been charged for such month.
8. Neither party may use the other party's name, trademarks, tradenames, or other proprietary identifying symbols without the prior written approval of the other
party. Neither party may assign or transfer any of its rights or obligations under this Agreement without the express, prior written consent of the other party;
provided, that either party may assign or transfer this Agreement to any affiliate of such party upon advance written notice to the other party No failure on the
part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial
exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.
9. WorldCom, Inc. or its affiliates or subcontractors may perform some or all of UUNET's duties and/or obligations hereunder.
10. UUNET warrants that the UUNET Network and the service provided hereunder shall be in compliance with all applicable laws, rules, and regulations.
Customers sole and exclusive remedy for any failure to comply with this Section shall be to terminate this Agreement without penalty upon written notice to
UUNET.
11. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under applicable federal laws and procurement regulations
(for federal government entities), or applicable laws and procurement regulations of the state in which service is provided (for state & local government or
educational entities), without application of conflicts of laws principles.
12. This Agreement supersedes all previous and contemporaneous written and oral representations, understandings, or agreements related to the subject matter
herein and shall prevail notwithstanding any variance with terms and conditions of any order submitted. Activation of service shall indicate UUNET's acceptance
of this Agreement. Use of the UUNET Network constitutes acceptance of this Agreement.
AGREED AND ACCEPTED BY CUSTOMER:
Signature:
Printed Name:
Title:
Organization
Telephone: Fax:
UUOIRECT GOVERNMENT PROMO -10/6/00
REQUEST FOR
COUNCIL ACTION
Educaeion lar
CITY COUNCIL MEETING DATE:
CLERK OF COUNCIL USE ONLY:
November 20, 2000
TITLE:
APPROVED
❑ As Recommended
AGREEMENT RENEWAL WITH UUNET
❑ As Amended s
El Ordinance on1 Reading
TECHNOLOGIES, INC. FOR
❑ Ordinance on 2ntl Reading
INTERNET SERVICE
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
f —�f
FILE NUMBER Iri
RECOMMENDED ACTION
Direct the City Attorney to prepare and the Clerk of the Council to
execute an agreement with UUNET Technologies, Inc. for a second one-year
period out of the provision for three one-year renewals for Internet
Service in an amount not to exceed $23,500.
In February 1999, staff from Information Services evaluated Internet
Service provider proposals based on level of service, cost, size of
Internet backbone, speed of data transmission, and downtime. UUNET was
rated highest on these criteria. In October 4 1999, the City Council
approved a one-year contract with three one-year renewals to UUNET
Technologies, Inc. for Internet Service.
UUNET has provided quality service in accordance with all provisions of
its agreement with the City. Especially important to City operations has
been the much improved circuit reliability over the previous service
provider. Staff recommends that the first one-year renewal for Internet
Service from UUNET Technologies, Inc. be approved.
FISCAL IMPACT
Funds are available in the internal service fund, Citywide Information
Service Strategic Plan, Other Contractual Services account (no. 79-179-
6291 work order 33025).
Rod Coloma
Executive Director
Finance & Management Services Agency
Page 141 2 5. i .