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Home My WebLink AboutCAG1989-0026 - Original - US West Consumer Public Services - Public Telephone Service - 08/23/1989 Contr-ct No. PUBLIC TELEPHONE AGREEMENT THIS AGREEMENT is made and entered into by and between ys West Consumer Public services d.b.a. U S WEST COMMUNICATIONS (USWC) and City of Kent (Space Provider) , a partnership, sole proprietorship or corporation incorporated under the laws of the State of Washington 1 . TERM. Public Telephone service shall commence the 23 day of August , 19 89, and shall continue in effect for a period of three (3) years . This Agreement may be extended or renewed by mutual written agreement of the parties. In the event this Agreement is neither extended nor renewed, and service continues to be provided to Space Provider, this Agreement shall continue on a month-to-month basis under the same terms and conditions unless terminated by either party upon thirty (30) days written notice. 2. SCOPE OF AGREEMENT. Space Provider has a location or locations within USWC' s telecommunications service area which are or will be available during the term of this Agreement for the placement of public telephones . This Agreement applies to public telephones currently installed and to future installations . Contracts now existing between USWC and Space Provider are superseded by this Agreement. USWC retains the right to determine the type of public telephone provided and retains the right to establish rates for public telephone services . 3. RESPONSIBILITY OF USWC. USWC agrees to: 3. 1 . Install public telephones , associated equipment, wiring, hardware, and enclosures at locations mutually agreed upon by both parties . 3.2. Jointly determine with Space Provider the appropriate number and type of public telephones and enclosures to be installed at each location. 3.3. Service and repair public telephones and associated equipment at USWC' s expense, except as otherwise agreed upon herein. 3.4. Collect and count revenue from each public telephone installed. 3.5. Provide alphabetical and classified directories. 4. RESPONSIBILITY OF' SPACE PROVIDER. Space Provider agrees to: 4.1 . Provide adequate space for public telephones which is easily accessible to the general public during the normal operating hours of Space Provider. In the event Space Provider is not the owner of the premises , Space Provider shall , where necessary, obtain permission from the building owner or owner' s agent for the placement of USWC' s public telephones, and shall be responsible for any fees for use of required riser cable and elet tric power. PUBLIC TELEPHONE AGREEMENT PAGE 1 3781P (06/12/89) 4.2. Maintain the --ea around the public telephone nd enclosure and ensure safe and ready L ess by the public and USWC. 4.3. Allow USWC access to collect revenues or perform maintenance during Space Provider' s normal operating hours. 4.4 Exercise reasonable care to prevent the loss through theft of monies from the collecting device and any damage to the equipment from any source. 4.5. Space Provider may, at its option, purchase and provide enclosure(s) at their own expense for public telephone(s) . In the event Space Provider elects to provide enclosure(s) , Space Provider shall be responsible for installation and maintenance of said enclosure(s) . 5. OWNERSHIP. USWC is and shall remain the owner of the public telephones , associated equipment, wiring, hardware, and enclosures whether or not physically attached to real estate. 6. ADVERTISING. USWC shall have the sole and exclusive authority to utilize or lease space on its telephone equipment and enclosures for the display of information and/or advertising. The content of such information or advertising shall be subject to Space Provider' s prior written approval . 7. PUBLIC TELEPHONE LOCATIONS. All locations known at the time of execution of this Agreement are specifically set forth in Schedule C, attached hereto and incorporated herein by this reference. Upon mutual agreement of the parties , locations may be added at any time as need or desire may dictate. Any additions , regardless of date, during the term of this Agreement shall automatically expire on the same date as the expiration or termination date of this Agreement. 8. COMMISSION. USWC agrees to pay Space Provider a commission on USWC local and intraLATA revenue collected from each public telephone in accordance with Schedule A, attached hereto and incorporated herein by this reference. Payment shall be in the form of commission checks made payable to Space Provider covering all states within USWC' s serving area. 9. REMOVAL OF PUBLIC TELEPHONES. 9. 1 . USWC retains the right to remove any or all public telephones in the event that it is not financially feasible, at USWC'S sole discretion, to continue providing public telephones at Space Provider' s premises upon thirty (30) days written notice to Space Provider. If USWC removes public telephones under this paragraph, Space Provider shall not be liable for termination charges. Space Provider shall be entitled to receive any commissions earned before the USWC removal and the parties shall be relieved of all future obligations under this Agreement. 10. TERMINATION LIABILITY. If public telephones are removed by Space Provider, or this Agreement is terminated for any reasons other than those excused reasons set forth herein, Space Provider shall be liable to USWC for a termination charge as set forth in Schedule B, attached hereto and incorporated herein by this reference. PUBLIC TELEPHONE AGREEMENT PAGE 2 3781P (06/12/89) 11 . INDEMNIFICATION. is agreed by and between the parties that it is the responsibility of Space Provider to maintain the area around the public telephones and to maintain enclosures if provided by Space Provider. Space Provider specifically agrees to defend and indemnify USWC from any claims that may result from Space Provider' s failure to properly maintain the area or enclosure except to the extent that such failure is due to the negligence or willful acts of USWC' s employees or agents . USWC agrees to defend and indemnify Space Provider from any claims that result from USWC' s failure to properly maintain or service public telephones, except to the extent that the claim results from the negligence or willful acts of Space Provider' s employees or agents. 12. LIMITATION OF LIABILITY. The obligation of USWC in the event of a service interruption shall be limited to the use of reasonable diligence under the circumstances for restoration of service. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST STATION REVENUES, LOSS OF PROFITS OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION NEGLIGENT ' PERFORMANCE OR FAILURE TO PERFORM, EXCEPT AS SET FORTH UNDER THE TERMINATION LIABILITY PROVISION HEREIN. 13. NOTICES. Any notices or other communications to be given under this Agreement shall- be sent to the following persons : SPACE PROVIDER U S WEST COMMUNICATIONS CITY OF KENT Cpra Rrrmn ATTN: TelecomQnunications 300 S W 7th nu 220 220 4th Ave. So. , Kent, WA 98032 Renton. Wa 98055 Either party may change its address for communications by giving notice in writing. 14. REGULATORY. This Agreement is subject to USWC' s tariffs , catalogs or price lists , as filed with appropriate state and federal regulatory commissions. 15. LAWFULNESS OF AGREEMENT. This Agreement and the parties' actions under this Agreement shall comply with all applicable federal , state, and local laws, rules , regulations , court orders , and governmental agency orders . If a court or a governmental agency with proper jurisdiction determines that this Agreement, or a provision of this Agreement, is unlawful , this Agreement, or the unlawful provision, shall terminate. If a provision of this Agreement is so terminated but the parties legally, commercially, and practicably can continue this Agreement without the unlawful provision, the remainder of this Agreement shall continue in effect. 16. DEFAULT. If either party fails to perform its obligations under this Agreement, failure shall constitute default and, in such event, written notice shall be given to remedy such default. Should the defaulting party fail to PUBLIC TELEPHONE AGREEMENT PAGE 3 3781P (06/12/89) i'ecelpt, Ut sucll 110tlt-e, LAW remedy such default within ten (10) days from date of offended party shall ht the right, in addition to all _her rights and remedies available at law or in equity, to terminate this Agreement in whale or in part. 17. TERMINATION. In the event either party elects to terminate this Agreement in whole or in part under any provision of this Agreement, termination shall be effected by delivery of a Notice of Termination by "Certified" mail to the other party specifying the extent to which the Agreement is terminated, the reasons for such termination and the date upon which such termination becomes effective. The termination of this Agreement shall not affect the obligations of either party to the other under any then existing vested rights or causes of action which have accrued prior to the effective date of termination. 18. EXCUSED PERFORMANCE. Space Provider shall not be subject to Termination Liability if the cause of removal is directly related to the cessation of Space Provider' s business operations . Neither party shall be held liable for any delay or failure in performance of any part of this Agreement caused by circumstances beyond the reasonable control of the party affected, including, but not limited to, acts of the elements or natural disasters , strikes , power failures , civil or military emergencies or acts of legislative, judicial or other civil authorities . 19. CONFIDENTIALITY. The terms and conditions of this Agreement will not be disclosed to persons other than Space Provider or Space Provider' s agent, and will be kept confidential during the term of this Agreement. 20. NONWAIVER. The failure of either party to enforce strict performance of any provision of this Agreement shall not be construed as a waiver of its right to assert or rely upon such provision or any other provision of this Agreement. 21 . GOVERNING LAW. This Agreement shall be interpreted, construed and enforced in all aspects in accordance with the laws of the state in which the service is provided. 22. ENTIRE AGREEMENT. This Agreement, together with all Schedules and supplementary documents incorporated by reference, shall constitute the entire agreement between the parties with respect to the services and facilities to be provided and shall supersede all prior agreements, proposals, understandings, representations , correspondence or communications relating to the subject matter hereof. 23. SUCCESSORS AND ASSIGNS. This Agreement shall be fully binding upon, inure to the benefit of and be enforceable by each party and its successors and assigns. No assignment of any right or interest in this Agreement (whether by contract, operation of law or otherwise) shall release or relieve either party of any of its obligations or liabilities under this Agreement. PUBLIC TELEPHONE AGREEMENT PAGE 4 3781P (06/12/89) 24. ASSIGNMENT. Neit' party shall assign its right, or delegate its -duties under this Agreei,,it without the prior written consent of the other party; except, either party may assign this Agreement to a parent, subsidiary or affiliated company by providing thirty (30) days written notice to the other party. SPACE PROVIDER U S WEST COMMUNICATIONS .� B A By By � �' Q, Title Dan Kelleher, Mayor Ti tl e A 11�= Date 9 9 Date Tax ID Number: 91-6001254 Approv o 0 LL ti�Y Sandr llriscoll, City Attorney Witness: A'a Brenda Jacober, eputy City Clerk PUBLIC TELEPHONE AGREEMENT PAGE 5 3781P (06/12/89) SCHEDULE A COMMISSION SCHEDULE 10% of total US West revenue PUBLIC TELEPHONE AGREEMENT PAGE 6 3781P (06/12/89) SCHEDULE B TERMINATION LIABILITY The termination charge shall be $ ti-,-i - 47 for each telephone, reduced by $12 15 for each month the public telephone is in service after the installation date. In addition, the termination charge shall include the difference between the amount of premium commission paid under this Agreement and the amount of commission paid under USWC' s standard commission plan for each terminated public telephone. 1 . INVESTMENT: Net Unamortized Capital Thi G wniil d hp- rharjed in the event Y-Qu remva nnr phnnP for a yenclors during the CC .69 Installation Cost $ 216.50 Removal Cost $ 112-28 TOTAL TERMINATION LIABILITY $651-47 2. COMMISSION: Premium Commission I x Standard Commission COMMISSION DIFFERENCE If one or more public telephones are removed by Space Provider other than for those excused reasons provided herein, leaving one or more public telephones in place, USWC may change Space Provider' s commission from �_ to I - PUBLIC TELEPHONE AGREEMENT PAGE 7 3781P (06/12/89) RG 01-0089(3-89) SCHEDULE C PUBLIC TELEPHONE LOCATIONS Address cLity State Telephone Number 852-9790 395-9864 852-9805 852-9770 852-9822 852-9994 852-9861 859-9900 852-9807 852-9827 852-9955 859-9915 852-9923 859-9948 859-9949 859-9950 852-9762 859-6580 859-6581 859-6582 859-6583 859-6584 859-6585 859-6586 859-6587 859-6588