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HomeMy WebLinkAboutR-2005-008 Web United (T1 Line) 2005 RESOLUTION NO. 2005-008 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA APPROVING THE RENEWAL OF A ONE YEAR AGREEMENT WITH WEBUNITED, FOR THE PURCHASE OF SUPPLIES, SERVICES, EQUIPMENT AND MATERIALS FOR A MONTHLY FEE OF $499.00 WITH THE SOLE PROVIDER, WEBUNITED; AUTHORIZING THE AGREEMENT TO PROVIDE WIRELESS NETWORK SERVICES THROUGH A "T-l" LINE TO PROVIDE INTERNET ACCESS FOR THE CITY'S COMPUTER SYSTEMS IN ACCORDANCE WITH RESOLUTION NUMBER 2003-277; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Resolution number 2003-277 authorized the City Manager to execute an agreement between the City of Dania Beach and WebUnited, attached as Exhibit "A"; and WHEREAS, the agreement was for a one year time period with two additional one year extensions; and WHEREAS, the City Manager has determined that it is in the best interest of the City to continue services with WebUnited in the amount of$499.00 per month; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the City Manager is authorized to execute the agreement between the City of Dania Beach and WebUnited, a copy of which is attached as Exhibit`B". Section 2. That the City Manager is authorized to pay $499.00 per month over a one year period from the Information Services Budget to WebUnited, for the purchase of wireless network services to provide internet access for the City's computer systems. Section 3. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. • Section 4. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on January 11, 2005. C.K. M ELY A MAYOR-COMMISSIONER ATTEST: ROLL CALL: - COMMISSIONER ANTON- YES ` COMMISSIONER CHUNN- YES COMMISSIONER FLURY- YES LOUISE STILSON VICE-MAYOR MIKES- YES .CITY CLERK MAYOR MCELYEA- YES APPROVED AS TO FORM AND CORRECTNESS: BY: T O AS .'ANSBRO CITY ATTORNEY is 2 RESOLUTION 42005-008 .....WehUnited WEBUNITED SERVICES AND EQUIPMENT CONTRACT AGREEMENT This Agreement is made and entered into this date: (Contract Initiation Date)between: City of Dania Beach CiberLvnx, Inc. d/b/a WebUnited «W U„ : 100 W. Dania Beach Boulevard A Florida Corporation, Dania Beach, FL 33004 And 550 Fairway Drive, Suite 210 and sets forth the terms and conditions entered into by both parties: Deerfield Beach,FL 33441 Customer Representation: WU Contract Representation: Chuck Cook (Name) Ross Krisel (Name) (954)924-3737 (Phone#) (954)246-0112 (Phone#) ccookrr)ci.dania-beach.fl_us (E-mail) rossCwebunited.net (E-mail) Customer FEI#: 1) Service-WU shall provide services as described and specified in the Services Section. The CONTRACT SIGNING DATE shall be defined as the date of execution(signing)of this contract WITH receipt of full initial payment required from customer. The CONTRACT EFFECTIVE DATE shall be dependent upon the date of service(s)installation(s)and DEFINED as the date of full connection of all services. The CONTRACT TERM (number of months)and CONTRACT BILLING will begin from the Contract Effective Date. a)Initial Payment- An Initial Set-Up and License fee of: S0.00,plus First Monthly Payment of: $499.00,plus Equipment charges of: $0.00 Refundable Deposit, resulting in: A Total Amount of: S499.00 Initial Payment amount is due upon execution of this Agreement. Failure of Customer to make Initial Payment defers the Contract Initiation Date and WILL DELAY the Contract Effective Date. b)Installation of Service(s)-WU shall contact Customer upon receiving a Firm Order Commitment(FOC)date for installation at the customer location(s)by the local loop or circuit provider or other third party provider. At this time,Customer shall agree to a firm date for which installation of service and connection will be made and agrees to have: 1) Customer location/facility in ready state for install, 2) Provide Customer Premise Equipment(CPE)as required, 3) Maintain relevant personnel as necessary for the installation ofservice(s). Following phvsical installation of the circuit at customer location(s),full connection of services shall be deemed to occur after final release by circuit provider and validation by WU signifying completed circuit testing and full connection of services. In the event,for any reason whatsoever,Customer fails to meet(above)customer obligations at the agreed upon firm date for installation andior changes installation date,Customer is solely responsible and liable for all costs incurred by WU in connection with Customer service(s)from the original agreed-upon Installation date. These cost(s)may include,but are not limited to,service charges, additional wiring,date change fees,equipment charges,cancellation fees AND the recurring payment of circuit charges,regardless of' whether Customer is fully installed or not. Such charges will be promptly assessed and submitted by WU with payment due by Customer immediately upon receipt of billing. 2) Pavment—Invoicing is to occur on a monthly basis and Customer agrees to make payment whereby all payment is due prior to the first day that services are to be provided(i.e.,the month billing period). Customarily,WU will originate invoices on the 10"day of each month proceeding the calendar month billing period for services,with tams Net 20 days. Invoicing shall be made by c-mail and constitute the formal billing submittal. Failure of Customer to make monthly payment when due and within a five(5)day grace period thereafter,shall constitute a default by Customer and shall entitle WU to suspend and/or discontinue service without further notice. In addition,the maximum rate of interest allowable by law on any overdue payments,partial payments and/or unpaid balances will be assessed to Customer. Charges for returned and/or Non-sufficient funds(TTS F) checks will be made in the amount of S50.00 by WU to customer,but in any event,shall not limit those remedies available under Florida law for said returned or NSF checks. As applicable and required by statute,in>`oicine shall include all requisite taxes(e. .,Communications Sales and any othera� livable 6�x) fr i which Customer is responsible,and to which W'U is obligated to assess and collect on behalf of the government(s). Any calculation en ors in ) assessment and/ur tax rate changes requiring adjusted tax computations by WIJ,as necessary(potentially to a retroactive tax basis period)toic cur ately and properly collect taxes does not relieve Customer of its respousibility to remit tax paymcnt(s)fuliv and timcly. 3) Network Connection-The Network connection provided by WU is for utilization by the directors,officers and emplovices of Customer,Customer may not sell_lease licenserent nr assign the connection or any part of the connection in this Agreement without the expressed written consent of'WU. a) Acceptable Use—Customer is prohibited from transmittmic any communication where the intention of the message,or its transmission or distribution,would violate any U S.Federal State or Local law-regulations. Customer is prohibited from transmittmg any communication where its distribution would likely be unwanted or offensireio the recipient thereof. "Bulk Messaging"or"Spammine'or transmission of any unwanted,or unsolicited email,is expressly prohibited under this Agreement. Customer shall assure that its use of the WU network services shall not disrupt W'U its associated networks,equiprnent(s), or any component part of the WU system. Use of the WU connection in violation ofany of the above mentioned or other like manners may result in immediate unilateral cancellation of service by WU. Such event will constitute breach of contract by Customer,require immediate payment of any past.clue payment amounts and entitle WU to liquidated damages b) Domain Name Service-WU will provide primary Domain Name Service(DNS)for one(1)Domain. Customer must purchascadditional DNS domains. c) Software Ownership—No ownership rights are granted to Customer for any and all sofhvare provided or fumished to Customerbv Wli Linder this Agreement No right is granted for Customer to replicate,produce,copy,alter,distribute,rent,lease,lend,supply or market the software,and/or de-compile,disassemble or reverse-engineer the software. 4) Equipment Usage/Lease/Installment Sale-In the event Customer uses and/or leases(installment sale)equipment(s)from WU,the following provisions will apply: a) Title—All equipment provided by WU shall be titled to WU at all times and for all purposes,marked and identified as property of WU which markings and identification shall not be removed or altered by Customer. In the unlikely event that the Customer(City)defaults on this contract,Lessor(WU)is authorized to remove any and all leased equipment. Customer will not cause create or suffer any claims including but not limited to any liens charges,encumbrances or securi interests in on or to the cquipment(s)and will indemnify and hold WU harmless from and against any loss,expense,or liability front such actions. h) Usage—Customer shall utilize eguipment(s)solely for the purpose as originally intended in the network connection/configuration and protect tite equipmengs)from any damage or loss of any kind. Failure to return cguipment(s)when due and/or upon demand by.WU will result in an immediate payment by Customer for the full Fair Market Value(FMV)of said equipment(s)as determined by WU. c) Insurance—During the term of such equipment(s)usage,Customer agrees to keen the equipment fully insured against damage and loss naming VVLJ as the loss payee under a general liability insurance policy,to which Customer agrees to provide W U evidence of such insurance. If Customer does not maintain its own policy,W U has the right to obtain such insurance in which Customer agrees to pay for associated cost. d) Full Payment—All provisions referenced above shall cease in the event and upon full payment for equipment(s)by Customer and with applicable transfer of title by WU. 5) Indemnification/Limited Liability— • a) Indemnification—Customer shall indemnify and hold WU harmless from and against all liabilities,claims,damages,causes ofactions, losses,expenses and judgments(including attomcy's fees)arising out of,or in connection with,the services to be provided under thi s Agreement. b) No Expressed or Implied Warranties-Customer acknowledges that WU has made no expressed or implied warranties(whether oral or written),including those of merchantability or furless,for any particular purpose with respect to the services contemplated by the Agreement and that all services are provided as is. c) Disclaimer for damages—WU specifically disclaims any liability for actual consequential or indirect damages suffered by Customer as a result of the operation,or malfunction of the service,or delay in implementation,reconfiguration,or repair of the service. d) No Warrant against interrupted operations of service—Specifically,WU does not warrant against interrupted operations of service. Notwithstanding the forgoing,WU cannot be held responsible from performing its obligation when its services arc delayed or hindered by war,riots,embargoes strikes,acts of God,or actions or inactions of third parties(including interruption of phone services)and in the event such performance is delayed by such occurrence,WU shall have no liability to the Customer 6) Remedies-Customer's remedy for any failure or nonperformance of`VU connection service shall consist of full restoration of Service by WU. In any event and against any claim and/or circumstance,regardless of the form of action,WU's maximum liability for damage s to Customer,or its authorized users shall he limited to the amount of char es aid b Customer for use of the Service under this Agreement duringthe four months period preceding the date ofsuch breach defined below: WU's remedy for any failure,nonperformance,or breach of this Agreement by Customer shall consist of liquidated damagcs as Liquidated damages—Customer acknowledges that the Terms Conditions and Pricing of this Agreement have been established based and dependent upon the complete fulfillment of the entire contractual term len th(number of months)of the Agreement. The unauthorized termination or default b•Customer that does not allow for enable or satisfy the complete fulfillment of the entire contractual term length results in liquidated damages sustained by WU Customer acknowledges that under utauthorized termination a default by Customer,that WU is rightfully entitled to the full contract value. If Scrvice(s)have not been performed by WU at the time of the unauthorized termination or default(i.e.after Contract Initiation Date but prior to Contract Effective Date),at a minimum liquidated damages will consist of (1)cancellation fee assessments,and(2)Forfeiture of Customer Initial Payment. 7) Termination-WU may terminate this Agreement,in its sole discretion,in whole or in part,or suspend the Service at any time upon: (a)any failure of Customer to pay any amount as due hereunder,(b)any Customer breach of-any material part of this agreement,(c)any insolvency,bankruptcy, assignment for benefit of creditors,reorganization,liquidation,or proceeding or similar events with respect to Customer,or(d)any governmental or other regulation,that require alterations of the Services provided hereunder,or any violation of applicable law,rule or regulation. No such to rmination shall relieve Customer of its obligation under this Agreement. The rights and obligations of the parties shall survive such termination or othe it cancellations of this Agreement. Customer maintains the right to terminate this agreement and be solely liable for forty five(45)days of additional service up on: a. any insolvency,bankruptcy,assignment for benefit of creditors,liquidation or proceeding of similar events with respec Ito WcbUnited; 2 b. any governmental or other regulation that require si gnificant alterations of the Services provided hereunder,or signitieant violation of applicable law,rule or regulations.or: C. in the event Web United: i. within its'direct management,operating;processing control(s)and solo responsibility, ii. and outside ofany thud-parry andur carrier orientation. customer location,andor customer cquipmenti.o processes circumstances, • d. continuously and consistently delivers interruptible serviee(s)levels ofa systematic,deleterious and numerous erentnature over any running thirty(30)day running period and without reasonable resolution. Such indications MUST be imnudiatdy identified by customer,formalized and validated through the WcbUnited CallTrack system at the"start"time ol'such occurrences so as to allow WebUnited timely alert and reasonable notification for resolution. 8) Customer Statement Issues-In the event Customer believes there is an error in their billing statement,a credit is due to their account,and'or maintains any other concern,Customer must make a written request to the Accounts Receivables Department via email at:billingLL t_ehunaed.net,or via U.S.mail and copy the request to their Account Executive. Such communication to WU must occur no later than-lj days after the date which the error or problem occurred otherwise Customer relinquishes the right to any credit. 9) Disputes-If any dispute or controversy arises in connection with this Agreement,whether such dispute arises before,or after the Closing.and the parties hereto are unable to settle the dispute or controversy themselves.WU may choose to: a) Settle such dispute or controversy by a panel of arbitrators in Ft.Lauderdale,Florida. This is pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrators shall be tinaI,binding,may not be appealed and shall include a provision for costs and attorney's fees. ---or--- b) Proceed to litigate its claim in a Court of Law with the parties agreeing that venue andjurisdiction shall be proper in Broward County, Florida. 10) Term-. This contract will expire one(1)year after the Date of Circuit Installation. 1 1) Assignment-This Agreement may not be assigned or transferred by Customer without the prior written consent of WU. 12) Entire Agreement-WU and Customer hereby agree and stipulate that this contract,along with its attachments and/or addendums,represent the entire agreement between the parties hereto,and it supersedes all prior written and/or oral communications that are applicable to the same service. 13) Services Section- Services to be Provided: MRC NRC Atteh Term # Full Point to Point T-1 to the Internet, 12 Mo $499.00 $0.00 Local Loop and Port Access Included • TOTAL CHARGES:Excludes all applicable tuxes,s A K. $499.00 $0.00 IN WITNESS WHEREOF.the parties hereto are authorized officers or directors of the companies and have caused this Agreement to be duly executed as of the first day and year written above: Citv of Dan' each bUnited: ,>ho ed Signature Date Author e Iunature Date IVAN PATO CITY MANAGER Printed Name Title Printed Name Title ATTEST: i LOUISE STILSON, CITY CLERK 3 _ # ; Agenda Request Form City of Dania Beach r= Agenda Item. Date of Commission meeting: 1/11/2005 Description of Agenda Item: Approval of renewal of a One Year agreement with WebUnited Commission action being requested: Adopt Resolution or Ordinance © Expenditure ❑ Award BID/ RFP ❑ Presentation ❑ General approval of item ❑ Continued from meeting Other(Please explain)' Summary explanation and background Under Resolution number 2003-277 the Commission authorized the City Manager to enter into an _ agreement with WebUnited for one year with two additional one year extensions. Staff requests Commission approval to renew a one year agreement with WebUnited for a monthly fee of$499.00 Attached`ex bits and additional backup materials(Please list): For purchasing requests ONLY Department: Information Services Amount: $5,988.00 Fund: General: ❑ Water: ❑ Sewer: ❑ Stormwater: ❑ Grants: ❑ Capital: ❑ Account Name: Professional Services Account Number: 001-1202-512.31-10 Submitted by: btemchuk Date: 1/3/2005 Department Director: btemchuk Date: 1/3/2005 Admin. Services Director. Date: Finance Director: Patricia Varney Date: 1/4/2005 • City Manager: Ivan Pato Date: 1/4/2005