00-1152r� -- ,
Council File # �O • tlSc.�.'-
Green Sheet # 107105
Presented By:
RESOLUTION
OF SAINT PAUL, MINNESOTA
Referred To: Committee:Date:
1 BE I'I' RESOLVED, that the Saint Paul Police Department is authorized to enter into an agreement,
2 which includes an indemnification clause, with AT&T Wireless Services. A copy of said agreement is
3 to be kept on file and on record in the Office of Financial Services.
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Yeas lvays nbsent Requested by Dep�ynent of:
By:
by City
By: � �
Approved by
�
By. - ., Z�
� —
�
��
."� -c'3�
Approvri Mayor for $ubm to Council:
By: �i�lL a �,Crc.`
at&twirelessserva gree-idemnificatioo-cr
Adoption Certified by Council Secretary:
i �
s' '
DEP0.RTMENTI FFICElCOUNCIL DA7E INITIATED
Police �ziaioo GREEN SHEET No. 107105
COMACT PERSON 8 PHONE INfMUDA INrtIAVDATE
W ll118E1F1I�tl� 292-3588 � OEPARTYFMqRERO 4 C011NCIL
MUST BE ON COUNGIL AGENDA BY (DATE) � O"��S �
qsqp �annnow�v �ttERK
���
❑FVW1OPLfiERVICE501R_ �F4iONC�FLSERYfAUTG
�YOR(ORA595TAM) �R�TS
TOTAL # OF SIGNATURE PAGES 7 (CLIP ALL LOCATIONS FOR SIGNATURE)
CTION RE4UESTED
Signatures requested on the attached council resolution authorizing the St. Paul Police Depazlment
to enter into an a�reement, which includes an indemnification clause, with AT&.T Wireless Senrices.
RECAMMENDATION AppfOVe (A) oI Rej2Cf (R) PERSONAL SERVICE GONTRACTS MUST ANSWER THE FOLLOWING Ql1ESTIONS:
7. Has this perso�rm ever worked under a contrect for this department?
PLANNING COMMISSION YES NO
CIB COMMITTEE 2. Has this persoNfirm ever been a city employee? ,
CIV1L SERVICE COMMISSION YES NO
3. Does Ihis personffrm possess a skill not normally possessed by any current aty emDloyee�
YES NO
4. Is this perso�rm a targeted vendo/?
YES NO
Explain all yes answers on separate sheet and atlach to green sheet
INI7IATING PROBLEM ISSUE, OPPORTUNITV (WHO, WHAT, WHEN, WHERE, WHY)
The AT&T Wireless Connectivity Option provides a frame relay data link between Department-owned
equipment and the AT&T network. This link is critical to mobile data communications. The agreement
contains an indemnificalion clause.
ADVANTAGESIFAPPROVED
Mobile devices will be capable of wmmunicating over the Departrnent network.
DISADVANTAGESIPAPPROVED
None
DISADVANTAGES IF NOT APPROVED
Wireless data wiil not be available Yo mobile users.
TOTAL AMOUNT OF TRANSACTION S see agreement COST/REVENUE BUDGEfED (GIRCLE ONE) YES NO
FUNDING SOURCE COPS More 1996 Grant ACTNITY NUMBER 436-34153-0219
FINANCIAL INFORMATION EXPLAIN
at&lwirelessservagreaindemnif cation
a o ��S>
Wireless Connectiviri� Ontion Aareement
This �Vireless Connectivity Option Agreement (the "Connectivity Ab eement") by and
beriveen AWS National Accounts, LLC, a Delaware corporation for itself and as agent for its
operating subsidiaries ("AWS") and ("Customer") is effective
as of the _ day of , 2000 ( Effective Date").
The parties agree as follows:
1. Tncorporation of Exhibits. The following Exhibits are attached hereto and incorporated
herein by this reference: Exhibit A- Definitions; Exhibit B- Charges, Exhibit C-Installation
Locations.
2, Wireless Connectivity Option
2.1 AWS Responsibilities. AWS will provide the installation of a frame relay
nerivork port, a digital local access link and a permanent virtual connection ("PVC") (hereinafter
collectively referred to as the "Wireless Connectivity Option") which will connect Customer's
router to the terminaring router on the AT&T W ireless Network.
2,2 CustomerResponsibilities. Customershallinstall,atCustomer'ssoleexpense: (1)
a 56 kilobits per second ("kbps") router or Tl router and Channel Service UniUData Service Unit
(° CSL3lDSU"); and (2) the inside wiring between the demarcation point of the private line termination
to the Customer's CSU/DSU at its premises prior to the Order Due Date provided to Customer by
AW S. Customer must provide AWS and local access providers access to its premises for testing and
required visits prior to the Order Due Date. If the router and CSU/DSU are not installed and
configured by the Order Due Date and/or if Customer's premises are not made available to AW S and
the local access provider prior to the Order Due Date, the Order Due Date Delay Charge set forth in
Exhibit B will be assessed against Customer. AW S is notresponsible for the configuration or support
of the Customer router and(or CSU/DSU.
2.3 Connectivity Requirements. The Wireless Connectivity Option can only be used
by Customer to connect to the AWS Network and must be used in conjunction with the provision
of an identified service application or content to be provided by or through AWS, subject to the
terms and conditions set forth in a separate Connectivity Agreement. Nothing herein modifies or
amends the terms or conditions of the applicable agreements under which such applications and/or
services are provided.
2.4 Use of Service and Equipment. Customer agrees not to use the Wireless
Connectivity Option for any unlawful or abusrve purpose or in any way that damages AWS
properry or interferes with or disrupts AW S's Net�work, system or other users. Customer will
comply with all applicable laws while using the Wireless Connecti�'ity Option and will not transmit
any communication which would violate any laws, court order, or regulation, or would likely be
offensive to the recipient. Customer is responsible for all content transmitted. Customer shall not
resell the Wireless Connectivity Option and shatl use the Wireless Connectivity Option only in
conjunction with eligible AWS services.
2.5 Location of Wireless Connectivity Option. The Wireless Connectivrty Option
will be installed at the location(s) listed in Exhibit C. The connectivity speed for each location is
H:\docs�Iew Folder\St. Paul Wireless Connectivity Agreement 112800.doc 051800 1
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identified in Exhibit C. Customer understands and agrees that the Monthly Recurring Charge and
the other charges identified in Section 4 belo�v will be due and payable on a per location basis.
Customer will pay the applicable charges, includin� the recuning monthly charges, for each
location.
3. Term. The initial term of this Connectivity Ab eement begins on the Activation Date and
conrinues throughout the term of the applicable agreement for the service, application or content
for which the Wireless Connectivity Option is used. After the initial term this Connectivity
Agreement will automatically continue from month to month until: (a) terminated by either party
upon thirty (30) days written notice to the other party; or, (b) the applicable agreement for the
service, application or content, for which the Wireless Connectivity Option is used, is terminated.
If Customer terminates within six (6) months of the Activation Date, Customer must pay the Early
Termination Charge set forth in Section 4.4.
4. Charges/Payments
4.1 Generally. The monthly charge for the Wireless Connectivity Option is set forth
in Exhibit B. Customer is responsible for paying all charges to Customer's account for the
Wireless Connectivity Option, including any taxes, surcharges, fees, assessments or recoveries
imposed from time to time on Customer or AWS as a result of Customer's use of the Wireless
Connectivity Option.
4.2 Billing and Payment. Payment of all charges is due upon receipt of invoice.
Billing cycle end dates may change from time to time. When a billing cycle covers less than or
more than a full month, AWS may make reasonable adjustments and prorations. There are no
installation charges for the Wireless Connectivrty Option. Customers will generaliy receive a
separate monthly invoice for the W ireless Connectivity Option, however, one monthly invoice will
be provided for Wireless IP and the Wireless Connectivity Option.
4.3 Late Payments. Customer shall pay AWS as a late payment fee an amount equal
to the lesser of one and one-half percent (1.5%) per inonth (prorated daily) of any amount not paid
�vithin thirty (30) days of the due date, or the highest amount allowed by applicable state law or
tariff. The fee will not be compounded monthly.
4.4 Eariy Terminat9on Chnrge. If the Wireless Connectivity Oprion is terminated
within six (6) months of the Activation Date for any reason, other than a breach by AWS,
Customer shall pay to AWS all charges incurred as of the termination date due under this
Connectivity Agreement, plus an early termination charge ("Early Termination Charge") equal to
$825 for the 56 kbps Wireless Connectivity Ophon and $1025 for the 128 kbps Wireless
Commectivity Option. The first day is counted as the Activation Date and the last day is counted as
the same date in the sixth month of activation.
q.5 Order Cancellation Charge. If Customer cancels its order for the Wireless
Connectivity Option BEFORE the Order Due Date, Customer must pay a one-time fee for
cancellation of the order as set forth in Exhibit B.
4.6 Order Due Date Delay Charge. If Customer requests a delay in the Order Due
Date for the completion of their order for the Wireless Connectivity Option or if Customer has not
met its responsibilities under Section 2.2 of this Connectivity Ageement, AWS will assess an
H:\docs�New Folder\St. Paul Wireless Comiectivity Agreement 112800.doc 051800 2
CO-\lS a,
Order Due Date Delay charge as set forth in Exhibit B. If the Due Date Delay is due to a non-
Customer generated activity, then the Customer will not incur the charge.
4.7 Expedited Order Due Date Charge. If Customer requests that their Order Due
Date be expedited and the Order Due Date is expedited, Customer must pay an Expedited Order
Due Date Charge as set forth in Exhibii B. Not aSl Order Due Dates can be expedited. Customer
and AWS will work together to determine if the Order Due Date can be expedited.
4.8 Connectivity Upgrade Charge. Customer must pay the charge set forth in
Exhibit B if Customer upgrades its connectivity speed from 56 kbps to 128 kbps after initially
selecting the 56 kbps speed ("Upgrade Charge").
5. Access. Customer hereby grants AWS access during normal business hours to install,
inspect, maintain, repair, remove, or otherwise deal with any components between the Customer's
router and AWS's router, including without limitation, the frame relay port, the digital local loop,
the PVC (hereinafter "Components") necessary to provide the Wireless Connectivity Option.
Customer authorizes AWS or its designee to make connections and perform other tasks that are
necessary or desirable to enable AWS to provide the Wireless Connectivity Option including
connecting and making necessary attachments to Customer's router and/or CSU/DSU.
6. Support. AWS will provide Customer support through a toll free number to the
applicable Customer Care representative twenty-four (24) hours per day, seven (7) days a week.
7. O�vnership. AWS owns all the Wireless Connectivity Option Components and Customer
has no ownership rights to the Components, including software. All Components installed or
provided by AWS are and shall remain the property of AWS, and may be removed by AWS at any
time the Wireless Connectivity Option or the assomated service or appiication is disconnected, or at
any reasonable time AWS desires to make an exchange or modification of such components or
sofiware. All components installed or provided by Customer shall remain the property of
Customer.
8. Limitations
8.1 Service Failures. AWS' liaUility for any service failure of the Wireless
Connectivity Option of greater than twenty-four (24) hours shall in no event exceed the recurring
monthly charges during the affected period prorated for the duration of the service failure of the
Wireless Connectivity Option. In no event shail AWS be hable to Customer for any damages or
reimbursement for any service failure less than twenty-four (24) hours. Customer aclrnowledges
and agrees that the service is subject to transmission limitation or intemtption, as well as
interruprions resulting from any nonpayment of charges by Customer.
8.2 Limitation of Liability. In no event shall AWS be liable to Customer for any
tort, incidental, consequential special or indirect damages (including, without limitation, lost
profits, loss of goodwill, business interruption, loss of information) arising out of or relating to this
Connectivity Agreement or the perforznance or breach hereof, regardless of whether AWS has been
informed of the possibility of such damages. AWS is not liable for (1) any acts or omissions of
any other service provider, (2) component or sofrivare defects, failure, or modification, (3) any
intenuption, delay in service or damage due to causes beyond AWS' control, (4) injury to persons
H:\docs�New Folder\St. Paul Wireless Connectivrty Agreement 112800.doc 051800
ao -��sa.
or properry arising from installation of the components or use of the service or components unless
caused by the sole and/or gross negligence of AWS, or (5) installation or repair of the components
by any parties who are not A�V"S employees.
$.3 No Warranties. AWS makes no e�:press wananties regarding the Wireless
Connectivity Oprion and disclaims any and all implied wasanties, including, without limitation,
any wasanties of inerchantability or fitness for a particular putpose. This paragraph shall surcive
termination of this Connectivity Agreement.
9. Indemnification. To the extent allowed by law, and in accordance with the provisions of
the Minnesota Torts Claims Act, AWS and Customer aa ee to defend, indemnify and hold each
other harmless from and against any damages, liabilities, claims, costs and expenses (including
reasonable attomeys' fees) related to the sole negligence or willful misconduct of the indemnifying
party arising from this agreement. If the indemnifying party shall, within thirty (30) days after
notice, fail to accept defense, the party seeking indemnification shall have the right, but not the
obligation, to undertake the defense of, and to compromise or settle any claims on behalf of, for the
account of, and at the risk of the indemnifying party. If the claims cannot by their nature be
defended solely by one party, the other party shall make available all information and assistance
that may reasonably be requested, regardless of any obligations to indemnify hereunder. This
indemnification shall not be construed as a waiver of the municipal tort liability limits set forth in
Minn. Stat. §466.01 et seq (2000).
10. CPNI. Under Federal law, Customer has the right, and AW S has the duty, to protect the
confidentiality of information about the amount, type and destination of Customer's wireless usage
("CPNI"). Customer consents to AWS sharing such CPNI with AT&T, its Affitiates and its
contractors, to develop or bring to Customer's attention any products and services and to enable
AWS to perform its obligations under and related to this Connectivity Agreement. This consent
survives the terminarion of Customer's Service and is valid until removed by Customer. To
remove this consent at any time, Customer shall notify AWS in writing at:
AT&T Wireless Services, Inc.
Attention: CPNI
P. O. Box 97061
Redmond, WA 98073-9761
Customer shall provide company contact name, address, business telephone number and
service account number.
ll. Entire Agreement. This Connectivity Agreement is the entire agreement between the
parties with respect to the Wireless Connectivity Option and supersedes all prior aa eements,
proposals, representations, statements, or understandings, whether written or oral with regard to
the Wireless Connectivity Option. No change, modification or waiver of any of the terms of this
Connectivity Agreement shall be binding unless inade in writing signed by both parties. If the
terms contained in this Connectivity Agreement conflict or are inconsistent with the terms of any
purchase order or other document provided by Customer, the tercns of this Connectivity Agreement
shall control. This Connectivity Agreement does not change, alter, modify or amend the terms and
conditions of any agreements related to the provision of CDPD, WOS and/or SMS.
H:\docs�lVew Folder\St. Paul Wireless Comiectivity Agreement 112800.doc 051800
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12. Miscellaneous.
12.1 Publicity and Advertising. Neither party shall publish or use any advertising,
sales promorions, press releases or other publicity which use the other party's name, logo,
trademarks or service marks without the prior written app*oval of the other parry.
12.2 Privacy. AWS is not liable for any lack of privacy that may be experienced by
Customer with regard to the Wireless Connectivity Option. AWS has the right to intercept and
disclose any transmissions over its facilities in order to protect the rights or property of AWS.
Although AWS uses encryption technology and the law generally prohibits third parties from
monitoring transmissions, AWS cannot guarantee security with respect to the Wireless
Connectivity Option.
12.3 Severability. If any portion of this Connectivity Agreement is found to be
unenforceable, the remaining portions shall remain in effect and the parties will begin negotiations
for a replacement of the invand or unenforceable portion.
12.4 Assignment. This Connectivity Agreement may not be assigned by either party
without the prior written consent of the other and such consent shall not be unreasonably withheld.
However, either party may, without other party's consent, assign this Connectivity Agreement to
an Affiliate or to any entity that acquires substantially all of the parry's business or stock and
AWS may assign its right to receive payments hereunder. Subject to the foregoing, this
Connectiviry Agreement shall be binding upon the assignees of the respective parties.
12.5 Third Party Beneficiaries. Other than as expressly set forth herein, this
Connectivity Agreement shall not be deemed to prov�de third parties, with any remedy, claim, right
of action, or other right.
12.6 Force Majeure. AWS shall have no liability for damages or delays due to fire,
explosion, lightning, pest damage, power surge or failures, strikes or labor disputes, water, acts of
God, the elements, war, civ�l disturbances, acts of civil or military authorities or the public enemy,
inability to secure raw materials, products, or transportation facilities, fuel or energy shortages,
acts or omissions of other communications camers, or other causes beyond control whether or not
similar to the foregoing.
12.7 Notices. All notices, requests, demands and other communications required or
permitted under this Connectivity Ageement shall be in writing and shall be deemed to have been
duly made and received when personally served or delivered by facsimile with a confirmation
report, or when mailed by ovemight delivery service or certified mail, postage prepaid, return
receipt requested, to the addresses indicated below. The parties may change the addresses on thirty
(30) days' written notice.
If to AWS (via overnight delivery ser��ice):
AT&T Wireless Services, Inc.
7277 — 164"' Avenue N.E.
Redmond, WA 98052
Attn: Business Marketing
With a copy to: AWS Legal
H:\docs�lVew Folder\St. Pau] Wireless Com�ectivity Agreement 112800.doc 0� 1800
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If to AWS (via certified mail):
AT&T Wireless Services, Inc.
P.O. Box 97061
Redmond, WA 98073
Attn: Business Marketing
With a copy to: AWS Legal
If to Customer:
Attn:
12.8 Governing Laws. This Connectivity Agreement is governed by the laws of the
state where the Customer is located, without regard to that state's choice of law rules. This
Connectivity Agreement is subject to applicable federai laws, federal or state tariffs, if any, and
applicable state laws. Where the terms and conditions of the Wireless Connectivity Option are
regulated by a state agency or the FCC, the regulations are available for your inspection; if there is
any inconsistency between this Connectivity AgreeSnent and those regulahons, this Connectivity
Agreement shall be deemed amended as necessary to conform to such regulations. Subject to the
foregoing, this Connectivity Agreement may not be amended or modified without the prior written
approval of AWS.
AWS National Accounts, LLC
` i �u�
J
By:
�
Name: � � Sd��r✓a✓l
Tifle: ,y(�+ur� � �`/��
City of Saint Paul, for itself
Customer Affiliates
By:
Name:
Title:
City of Saint Paul, for
Customer Affiliates
By:
Name:
for City of Saint Paul, for itself and as agent for
Customer Affiliates
�
Title:
as agent for
� �,� �� �1��'1074?'�0
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H:\docs�New Folder\5t. Paul Wireless Connectivity Agreement 112800.doc Oi 1800
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Exhibit A
Definitions
a. "Activation Date" means five (5) business days after the Order Due Date.
b. "Order Aue Date" means thirty (30) calendar days after AT&T places the order and writes it to
the AISE Order Writer System.
H:\docs�New Folder\St. Paul Wireless Connectivity Agreement 112800.doc 051800
O O '�1.5 �
Exhibit B
RECURRi\G CIIARGES
H:\docs�lVew Folder\St. Paul Wireless Connectivity Agreement 112800.doc 0� 1800
NON-RECURRING CHARGES
5 �
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Exhibit C
I\STALLATIO\ LOCATIO\TS
1. Location:
Connectivity Speed. Customer elects a connectivity speed as set forth below:
56 kbps
128 kbps
2. Location:
Connectivity Speed. Customer elects a connectiviry speed as set forth below:
56 kbps
128 kbps
3. Location:
Connectivity Speed. Customer elects a connectivity speed as set forth below:
56 kbps
128 kbps
H:\docs�New Folder\St. Paul Wireless Connectivity Agreement 112800.doc 051800 9
r� -- ,
Council File # �O • tlSc.�.'-
Green Sheet # 107105
Presented By:
RESOLUTION
OF SAINT PAUL, MINNESOTA
Referred To: Committee:Date:
1 BE I'I' RESOLVED, that the Saint Paul Police Department is authorized to enter into an agreement,
2 which includes an indemnification clause, with AT&T Wireless Services. A copy of said agreement is
3 to be kept on file and on record in the Office of Financial Services.
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
Yeas lvays nbsent Requested by Dep�ynent of:
By:
by City
By: � �
Approved by
�
By. - ., Z�
� —
�
��
."� -c'3�
Approvri Mayor for $ubm to Council:
By: �i�lL a �,Crc.`
at&twirelessserva gree-idemnificatioo-cr
Adoption Certified by Council Secretary:
i �
s' '
DEP0.RTMENTI FFICElCOUNCIL DA7E INITIATED
Police �ziaioo GREEN SHEET No. 107105
COMACT PERSON 8 PHONE INfMUDA INrtIAVDATE
W ll118E1F1I�tl� 292-3588 � OEPARTYFMqRERO 4 C011NCIL
MUST BE ON COUNGIL AGENDA BY (DATE) � O"��S �
qsqp �annnow�v �ttERK
���
❑FVW1OPLfiERVICE501R_ �F4iONC�FLSERYfAUTG
�YOR(ORA595TAM) �R�TS
TOTAL # OF SIGNATURE PAGES 7 (CLIP ALL LOCATIONS FOR SIGNATURE)
CTION RE4UESTED
Signatures requested on the attached council resolution authorizing the St. Paul Police Depazlment
to enter into an a�reement, which includes an indemnification clause, with AT&.T Wireless Senrices.
RECAMMENDATION AppfOVe (A) oI Rej2Cf (R) PERSONAL SERVICE GONTRACTS MUST ANSWER THE FOLLOWING Ql1ESTIONS:
7. Has this perso�rm ever worked under a contrect for this department?
PLANNING COMMISSION YES NO
CIB COMMITTEE 2. Has this persoNfirm ever been a city employee? ,
CIV1L SERVICE COMMISSION YES NO
3. Does Ihis personffrm possess a skill not normally possessed by any current aty emDloyee�
YES NO
4. Is this perso�rm a targeted vendo/?
YES NO
Explain all yes answers on separate sheet and atlach to green sheet
INI7IATING PROBLEM ISSUE, OPPORTUNITV (WHO, WHAT, WHEN, WHERE, WHY)
The AT&T Wireless Connectivity Option provides a frame relay data link between Department-owned
equipment and the AT&T network. This link is critical to mobile data communications. The agreement
contains an indemnificalion clause.
ADVANTAGESIFAPPROVED
Mobile devices will be capable of wmmunicating over the Departrnent network.
DISADVANTAGESIPAPPROVED
None
DISADVANTAGES IF NOT APPROVED
Wireless data wiil not be available Yo mobile users.
TOTAL AMOUNT OF TRANSACTION S see agreement COST/REVENUE BUDGEfED (GIRCLE ONE) YES NO
FUNDING SOURCE COPS More 1996 Grant ACTNITY NUMBER 436-34153-0219
FINANCIAL INFORMATION EXPLAIN
at&lwirelessservagreaindemnif cation
a o ��S>
Wireless Connectiviri� Ontion Aareement
This �Vireless Connectivity Option Agreement (the "Connectivity Ab eement") by and
beriveen AWS National Accounts, LLC, a Delaware corporation for itself and as agent for its
operating subsidiaries ("AWS") and ("Customer") is effective
as of the _ day of , 2000 ( Effective Date").
The parties agree as follows:
1. Tncorporation of Exhibits. The following Exhibits are attached hereto and incorporated
herein by this reference: Exhibit A- Definitions; Exhibit B- Charges, Exhibit C-Installation
Locations.
2, Wireless Connectivity Option
2.1 AWS Responsibilities. AWS will provide the installation of a frame relay
nerivork port, a digital local access link and a permanent virtual connection ("PVC") (hereinafter
collectively referred to as the "Wireless Connectivity Option") which will connect Customer's
router to the terminaring router on the AT&T W ireless Network.
2,2 CustomerResponsibilities. Customershallinstall,atCustomer'ssoleexpense: (1)
a 56 kilobits per second ("kbps") router or Tl router and Channel Service UniUData Service Unit
(° CSL3lDSU"); and (2) the inside wiring between the demarcation point of the private line termination
to the Customer's CSU/DSU at its premises prior to the Order Due Date provided to Customer by
AW S. Customer must provide AWS and local access providers access to its premises for testing and
required visits prior to the Order Due Date. If the router and CSU/DSU are not installed and
configured by the Order Due Date and/or if Customer's premises are not made available to AW S and
the local access provider prior to the Order Due Date, the Order Due Date Delay Charge set forth in
Exhibit B will be assessed against Customer. AW S is notresponsible for the configuration or support
of the Customer router and(or CSU/DSU.
2.3 Connectivity Requirements. The Wireless Connectivity Option can only be used
by Customer to connect to the AWS Network and must be used in conjunction with the provision
of an identified service application or content to be provided by or through AWS, subject to the
terms and conditions set forth in a separate Connectivity Agreement. Nothing herein modifies or
amends the terms or conditions of the applicable agreements under which such applications and/or
services are provided.
2.4 Use of Service and Equipment. Customer agrees not to use the Wireless
Connectivity Option for any unlawful or abusrve purpose or in any way that damages AWS
properry or interferes with or disrupts AW S's Net�work, system or other users. Customer will
comply with all applicable laws while using the Wireless Connecti�'ity Option and will not transmit
any communication which would violate any laws, court order, or regulation, or would likely be
offensive to the recipient. Customer is responsible for all content transmitted. Customer shall not
resell the Wireless Connectivity Option and shatl use the Wireless Connectivity Option only in
conjunction with eligible AWS services.
2.5 Location of Wireless Connectivity Option. The Wireless Connectivrty Option
will be installed at the location(s) listed in Exhibit C. The connectivity speed for each location is
H:\docs�Iew Folder\St. Paul Wireless Connectivity Agreement 112800.doc 051800 1
oo-��sa
identified in Exhibit C. Customer understands and agrees that the Monthly Recurring Charge and
the other charges identified in Section 4 belo�v will be due and payable on a per location basis.
Customer will pay the applicable charges, includin� the recuning monthly charges, for each
location.
3. Term. The initial term of this Connectivity Ab eement begins on the Activation Date and
conrinues throughout the term of the applicable agreement for the service, application or content
for which the Wireless Connectivity Option is used. After the initial term this Connectivity
Agreement will automatically continue from month to month until: (a) terminated by either party
upon thirty (30) days written notice to the other party; or, (b) the applicable agreement for the
service, application or content, for which the Wireless Connectivity Option is used, is terminated.
If Customer terminates within six (6) months of the Activation Date, Customer must pay the Early
Termination Charge set forth in Section 4.4.
4. Charges/Payments
4.1 Generally. The monthly charge for the Wireless Connectivity Option is set forth
in Exhibit B. Customer is responsible for paying all charges to Customer's account for the
Wireless Connectivity Option, including any taxes, surcharges, fees, assessments or recoveries
imposed from time to time on Customer or AWS as a result of Customer's use of the Wireless
Connectivity Option.
4.2 Billing and Payment. Payment of all charges is due upon receipt of invoice.
Billing cycle end dates may change from time to time. When a billing cycle covers less than or
more than a full month, AWS may make reasonable adjustments and prorations. There are no
installation charges for the Wireless Connectivrty Option. Customers will generaliy receive a
separate monthly invoice for the W ireless Connectivity Option, however, one monthly invoice will
be provided for Wireless IP and the Wireless Connectivity Option.
4.3 Late Payments. Customer shall pay AWS as a late payment fee an amount equal
to the lesser of one and one-half percent (1.5%) per inonth (prorated daily) of any amount not paid
�vithin thirty (30) days of the due date, or the highest amount allowed by applicable state law or
tariff. The fee will not be compounded monthly.
4.4 Eariy Terminat9on Chnrge. If the Wireless Connectivity Oprion is terminated
within six (6) months of the Activation Date for any reason, other than a breach by AWS,
Customer shall pay to AWS all charges incurred as of the termination date due under this
Connectivity Agreement, plus an early termination charge ("Early Termination Charge") equal to
$825 for the 56 kbps Wireless Connectivity Ophon and $1025 for the 128 kbps Wireless
Commectivity Option. The first day is counted as the Activation Date and the last day is counted as
the same date in the sixth month of activation.
q.5 Order Cancellation Charge. If Customer cancels its order for the Wireless
Connectivity Option BEFORE the Order Due Date, Customer must pay a one-time fee for
cancellation of the order as set forth in Exhibit B.
4.6 Order Due Date Delay Charge. If Customer requests a delay in the Order Due
Date for the completion of their order for the Wireless Connectivity Option or if Customer has not
met its responsibilities under Section 2.2 of this Connectivity Ageement, AWS will assess an
H:\docs�New Folder\St. Paul Wireless Comiectivity Agreement 112800.doc 051800 2
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Order Due Date Delay charge as set forth in Exhibit B. If the Due Date Delay is due to a non-
Customer generated activity, then the Customer will not incur the charge.
4.7 Expedited Order Due Date Charge. If Customer requests that their Order Due
Date be expedited and the Order Due Date is expedited, Customer must pay an Expedited Order
Due Date Charge as set forth in Exhibii B. Not aSl Order Due Dates can be expedited. Customer
and AWS will work together to determine if the Order Due Date can be expedited.
4.8 Connectivity Upgrade Charge. Customer must pay the charge set forth in
Exhibit B if Customer upgrades its connectivity speed from 56 kbps to 128 kbps after initially
selecting the 56 kbps speed ("Upgrade Charge").
5. Access. Customer hereby grants AWS access during normal business hours to install,
inspect, maintain, repair, remove, or otherwise deal with any components between the Customer's
router and AWS's router, including without limitation, the frame relay port, the digital local loop,
the PVC (hereinafter "Components") necessary to provide the Wireless Connectivity Option.
Customer authorizes AWS or its designee to make connections and perform other tasks that are
necessary or desirable to enable AWS to provide the Wireless Connectivity Option including
connecting and making necessary attachments to Customer's router and/or CSU/DSU.
6. Support. AWS will provide Customer support through a toll free number to the
applicable Customer Care representative twenty-four (24) hours per day, seven (7) days a week.
7. O�vnership. AWS owns all the Wireless Connectivity Option Components and Customer
has no ownership rights to the Components, including software. All Components installed or
provided by AWS are and shall remain the property of AWS, and may be removed by AWS at any
time the Wireless Connectivity Option or the assomated service or appiication is disconnected, or at
any reasonable time AWS desires to make an exchange or modification of such components or
sofiware. All components installed or provided by Customer shall remain the property of
Customer.
8. Limitations
8.1 Service Failures. AWS' liaUility for any service failure of the Wireless
Connectivity Option of greater than twenty-four (24) hours shall in no event exceed the recurring
monthly charges during the affected period prorated for the duration of the service failure of the
Wireless Connectivity Option. In no event shail AWS be hable to Customer for any damages or
reimbursement for any service failure less than twenty-four (24) hours. Customer aclrnowledges
and agrees that the service is subject to transmission limitation or intemtption, as well as
interruprions resulting from any nonpayment of charges by Customer.
8.2 Limitation of Liability. In no event shall AWS be liable to Customer for any
tort, incidental, consequential special or indirect damages (including, without limitation, lost
profits, loss of goodwill, business interruption, loss of information) arising out of or relating to this
Connectivity Agreement or the perforznance or breach hereof, regardless of whether AWS has been
informed of the possibility of such damages. AWS is not liable for (1) any acts or omissions of
any other service provider, (2) component or sofrivare defects, failure, or modification, (3) any
intenuption, delay in service or damage due to causes beyond AWS' control, (4) injury to persons
H:\docs�New Folder\St. Paul Wireless Connectivrty Agreement 112800.doc 051800
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or properry arising from installation of the components or use of the service or components unless
caused by the sole and/or gross negligence of AWS, or (5) installation or repair of the components
by any parties who are not A�V"S employees.
$.3 No Warranties. AWS makes no e�:press wananties regarding the Wireless
Connectivity Oprion and disclaims any and all implied wasanties, including, without limitation,
any wasanties of inerchantability or fitness for a particular putpose. This paragraph shall surcive
termination of this Connectivity Agreement.
9. Indemnification. To the extent allowed by law, and in accordance with the provisions of
the Minnesota Torts Claims Act, AWS and Customer aa ee to defend, indemnify and hold each
other harmless from and against any damages, liabilities, claims, costs and expenses (including
reasonable attomeys' fees) related to the sole negligence or willful misconduct of the indemnifying
party arising from this agreement. If the indemnifying party shall, within thirty (30) days after
notice, fail to accept defense, the party seeking indemnification shall have the right, but not the
obligation, to undertake the defense of, and to compromise or settle any claims on behalf of, for the
account of, and at the risk of the indemnifying party. If the claims cannot by their nature be
defended solely by one party, the other party shall make available all information and assistance
that may reasonably be requested, regardless of any obligations to indemnify hereunder. This
indemnification shall not be construed as a waiver of the municipal tort liability limits set forth in
Minn. Stat. §466.01 et seq (2000).
10. CPNI. Under Federal law, Customer has the right, and AW S has the duty, to protect the
confidentiality of information about the amount, type and destination of Customer's wireless usage
("CPNI"). Customer consents to AWS sharing such CPNI with AT&T, its Affitiates and its
contractors, to develop or bring to Customer's attention any products and services and to enable
AWS to perform its obligations under and related to this Connectivity Agreement. This consent
survives the terminarion of Customer's Service and is valid until removed by Customer. To
remove this consent at any time, Customer shall notify AWS in writing at:
AT&T Wireless Services, Inc.
Attention: CPNI
P. O. Box 97061
Redmond, WA 98073-9761
Customer shall provide company contact name, address, business telephone number and
service account number.
ll. Entire Agreement. This Connectivity Agreement is the entire agreement between the
parties with respect to the Wireless Connectivity Option and supersedes all prior aa eements,
proposals, representations, statements, or understandings, whether written or oral with regard to
the Wireless Connectivity Option. No change, modification or waiver of any of the terms of this
Connectivity Agreement shall be binding unless inade in writing signed by both parties. If the
terms contained in this Connectivity Agreement conflict or are inconsistent with the terms of any
purchase order or other document provided by Customer, the tercns of this Connectivity Agreement
shall control. This Connectivity Agreement does not change, alter, modify or amend the terms and
conditions of any agreements related to the provision of CDPD, WOS and/or SMS.
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12. Miscellaneous.
12.1 Publicity and Advertising. Neither party shall publish or use any advertising,
sales promorions, press releases or other publicity which use the other party's name, logo,
trademarks or service marks without the prior written app*oval of the other parry.
12.2 Privacy. AWS is not liable for any lack of privacy that may be experienced by
Customer with regard to the Wireless Connectivity Option. AWS has the right to intercept and
disclose any transmissions over its facilities in order to protect the rights or property of AWS.
Although AWS uses encryption technology and the law generally prohibits third parties from
monitoring transmissions, AWS cannot guarantee security with respect to the Wireless
Connectivity Option.
12.3 Severability. If any portion of this Connectivity Agreement is found to be
unenforceable, the remaining portions shall remain in effect and the parties will begin negotiations
for a replacement of the invand or unenforceable portion.
12.4 Assignment. This Connectivity Agreement may not be assigned by either party
without the prior written consent of the other and such consent shall not be unreasonably withheld.
However, either party may, without other party's consent, assign this Connectivity Agreement to
an Affiliate or to any entity that acquires substantially all of the parry's business or stock and
AWS may assign its right to receive payments hereunder. Subject to the foregoing, this
Connectiviry Agreement shall be binding upon the assignees of the respective parties.
12.5 Third Party Beneficiaries. Other than as expressly set forth herein, this
Connectivity Agreement shall not be deemed to prov�de third parties, with any remedy, claim, right
of action, or other right.
12.6 Force Majeure. AWS shall have no liability for damages or delays due to fire,
explosion, lightning, pest damage, power surge or failures, strikes or labor disputes, water, acts of
God, the elements, war, civ�l disturbances, acts of civil or military authorities or the public enemy,
inability to secure raw materials, products, or transportation facilities, fuel or energy shortages,
acts or omissions of other communications camers, or other causes beyond control whether or not
similar to the foregoing.
12.7 Notices. All notices, requests, demands and other communications required or
permitted under this Connectivity Ageement shall be in writing and shall be deemed to have been
duly made and received when personally served or delivered by facsimile with a confirmation
report, or when mailed by ovemight delivery service or certified mail, postage prepaid, return
receipt requested, to the addresses indicated below. The parties may change the addresses on thirty
(30) days' written notice.
If to AWS (via overnight delivery ser��ice):
AT&T Wireless Services, Inc.
7277 — 164"' Avenue N.E.
Redmond, WA 98052
Attn: Business Marketing
With a copy to: AWS Legal
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If to AWS (via certified mail):
AT&T Wireless Services, Inc.
P.O. Box 97061
Redmond, WA 98073
Attn: Business Marketing
With a copy to: AWS Legal
If to Customer:
Attn:
12.8 Governing Laws. This Connectivity Agreement is governed by the laws of the
state where the Customer is located, without regard to that state's choice of law rules. This
Connectivity Agreement is subject to applicable federai laws, federal or state tariffs, if any, and
applicable state laws. Where the terms and conditions of the Wireless Connectivity Option are
regulated by a state agency or the FCC, the regulations are available for your inspection; if there is
any inconsistency between this Connectivity AgreeSnent and those regulahons, this Connectivity
Agreement shall be deemed amended as necessary to conform to such regulations. Subject to the
foregoing, this Connectivity Agreement may not be amended or modified without the prior written
approval of AWS.
AWS National Accounts, LLC
` i �u�
J
By:
�
Name: � � Sd��r✓a✓l
Tifle: ,y(�+ur� � �`/��
City of Saint Paul, for itself
Customer Affiliates
By:
Name:
Title:
City of Saint Paul, for
Customer Affiliates
By:
Name:
for City of Saint Paul, for itself and as agent for
Customer Affiliates
�
Title:
as agent for
� �,� �� �1��'1074?'�0
�,�c� ��' y;,qn°�''`'✓�; �ci�i!E°j � 9
H:\docs�New Folder\5t. Paul Wireless Connectivity Agreement 112800.doc Oi 1800
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Exhibit A
Definitions
a. "Activation Date" means five (5) business days after the Order Due Date.
b. "Order Aue Date" means thirty (30) calendar days after AT&T places the order and writes it to
the AISE Order Writer System.
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Exhibit B
RECURRi\G CIIARGES
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NON-RECURRING CHARGES
5 �
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Exhibit C
I\STALLATIO\ LOCATIO\TS
1. Location:
Connectivity Speed. Customer elects a connectivity speed as set forth below:
56 kbps
128 kbps
2. Location:
Connectivity Speed. Customer elects a connectiviry speed as set forth below:
56 kbps
128 kbps
3. Location:
Connectivity Speed. Customer elects a connectivity speed as set forth below:
56 kbps
128 kbps
H:\docs�New Folder\St. Paul Wireless Connectivity Agreement 112800.doc 051800 9
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Council File # �O • tlSc.�.'-
Green Sheet # 107105
Presented By:
RESOLUTION
OF SAINT PAUL, MINNESOTA
Referred To: Committee:Date:
1 BE I'I' RESOLVED, that the Saint Paul Police Department is authorized to enter into an agreement,
2 which includes an indemnification clause, with AT&T Wireless Services. A copy of said agreement is
3 to be kept on file and on record in the Office of Financial Services.
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
Yeas lvays nbsent Requested by Dep�ynent of:
By:
by City
By: � �
Approved by
�
By. - ., Z�
� —
�
��
."� -c'3�
Approvri Mayor for $ubm to Council:
By: �i�lL a �,Crc.`
at&twirelessserva gree-idemnificatioo-cr
Adoption Certified by Council Secretary:
i �
s' '
DEP0.RTMENTI FFICElCOUNCIL DA7E INITIATED
Police �ziaioo GREEN SHEET No. 107105
COMACT PERSON 8 PHONE INfMUDA INrtIAVDATE
W ll118E1F1I�tl� 292-3588 � OEPARTYFMqRERO 4 C011NCIL
MUST BE ON COUNGIL AGENDA BY (DATE) � O"��S �
qsqp �annnow�v �ttERK
���
❑FVW1OPLfiERVICE501R_ �F4iONC�FLSERYfAUTG
�YOR(ORA595TAM) �R�TS
TOTAL # OF SIGNATURE PAGES 7 (CLIP ALL LOCATIONS FOR SIGNATURE)
CTION RE4UESTED
Signatures requested on the attached council resolution authorizing the St. Paul Police Depazlment
to enter into an a�reement, which includes an indemnification clause, with AT&.T Wireless Senrices.
RECAMMENDATION AppfOVe (A) oI Rej2Cf (R) PERSONAL SERVICE GONTRACTS MUST ANSWER THE FOLLOWING Ql1ESTIONS:
7. Has this perso�rm ever worked under a contrect for this department?
PLANNING COMMISSION YES NO
CIB COMMITTEE 2. Has this persoNfirm ever been a city employee? ,
CIV1L SERVICE COMMISSION YES NO
3. Does Ihis personffrm possess a skill not normally possessed by any current aty emDloyee�
YES NO
4. Is this perso�rm a targeted vendo/?
YES NO
Explain all yes answers on separate sheet and atlach to green sheet
INI7IATING PROBLEM ISSUE, OPPORTUNITV (WHO, WHAT, WHEN, WHERE, WHY)
The AT&T Wireless Connectivity Option provides a frame relay data link between Department-owned
equipment and the AT&T network. This link is critical to mobile data communications. The agreement
contains an indemnificalion clause.
ADVANTAGESIFAPPROVED
Mobile devices will be capable of wmmunicating over the Departrnent network.
DISADVANTAGESIPAPPROVED
None
DISADVANTAGES IF NOT APPROVED
Wireless data wiil not be available Yo mobile users.
TOTAL AMOUNT OF TRANSACTION S see agreement COST/REVENUE BUDGEfED (GIRCLE ONE) YES NO
FUNDING SOURCE COPS More 1996 Grant ACTNITY NUMBER 436-34153-0219
FINANCIAL INFORMATION EXPLAIN
at&lwirelessservagreaindemnif cation
a o ��S>
Wireless Connectiviri� Ontion Aareement
This �Vireless Connectivity Option Agreement (the "Connectivity Ab eement") by and
beriveen AWS National Accounts, LLC, a Delaware corporation for itself and as agent for its
operating subsidiaries ("AWS") and ("Customer") is effective
as of the _ day of , 2000 ( Effective Date").
The parties agree as follows:
1. Tncorporation of Exhibits. The following Exhibits are attached hereto and incorporated
herein by this reference: Exhibit A- Definitions; Exhibit B- Charges, Exhibit C-Installation
Locations.
2, Wireless Connectivity Option
2.1 AWS Responsibilities. AWS will provide the installation of a frame relay
nerivork port, a digital local access link and a permanent virtual connection ("PVC") (hereinafter
collectively referred to as the "Wireless Connectivity Option") which will connect Customer's
router to the terminaring router on the AT&T W ireless Network.
2,2 CustomerResponsibilities. Customershallinstall,atCustomer'ssoleexpense: (1)
a 56 kilobits per second ("kbps") router or Tl router and Channel Service UniUData Service Unit
(° CSL3lDSU"); and (2) the inside wiring between the demarcation point of the private line termination
to the Customer's CSU/DSU at its premises prior to the Order Due Date provided to Customer by
AW S. Customer must provide AWS and local access providers access to its premises for testing and
required visits prior to the Order Due Date. If the router and CSU/DSU are not installed and
configured by the Order Due Date and/or if Customer's premises are not made available to AW S and
the local access provider prior to the Order Due Date, the Order Due Date Delay Charge set forth in
Exhibit B will be assessed against Customer. AW S is notresponsible for the configuration or support
of the Customer router and(or CSU/DSU.
2.3 Connectivity Requirements. The Wireless Connectivity Option can only be used
by Customer to connect to the AWS Network and must be used in conjunction with the provision
of an identified service application or content to be provided by or through AWS, subject to the
terms and conditions set forth in a separate Connectivity Agreement. Nothing herein modifies or
amends the terms or conditions of the applicable agreements under which such applications and/or
services are provided.
2.4 Use of Service and Equipment. Customer agrees not to use the Wireless
Connectivity Option for any unlawful or abusrve purpose or in any way that damages AWS
properry or interferes with or disrupts AW S's Net�work, system or other users. Customer will
comply with all applicable laws while using the Wireless Connecti�'ity Option and will not transmit
any communication which would violate any laws, court order, or regulation, or would likely be
offensive to the recipient. Customer is responsible for all content transmitted. Customer shall not
resell the Wireless Connectivity Option and shatl use the Wireless Connectivity Option only in
conjunction with eligible AWS services.
2.5 Location of Wireless Connectivity Option. The Wireless Connectivrty Option
will be installed at the location(s) listed in Exhibit C. The connectivity speed for each location is
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identified in Exhibit C. Customer understands and agrees that the Monthly Recurring Charge and
the other charges identified in Section 4 belo�v will be due and payable on a per location basis.
Customer will pay the applicable charges, includin� the recuning monthly charges, for each
location.
3. Term. The initial term of this Connectivity Ab eement begins on the Activation Date and
conrinues throughout the term of the applicable agreement for the service, application or content
for which the Wireless Connectivity Option is used. After the initial term this Connectivity
Agreement will automatically continue from month to month until: (a) terminated by either party
upon thirty (30) days written notice to the other party; or, (b) the applicable agreement for the
service, application or content, for which the Wireless Connectivity Option is used, is terminated.
If Customer terminates within six (6) months of the Activation Date, Customer must pay the Early
Termination Charge set forth in Section 4.4.
4. Charges/Payments
4.1 Generally. The monthly charge for the Wireless Connectivity Option is set forth
in Exhibit B. Customer is responsible for paying all charges to Customer's account for the
Wireless Connectivity Option, including any taxes, surcharges, fees, assessments or recoveries
imposed from time to time on Customer or AWS as a result of Customer's use of the Wireless
Connectivity Option.
4.2 Billing and Payment. Payment of all charges is due upon receipt of invoice.
Billing cycle end dates may change from time to time. When a billing cycle covers less than or
more than a full month, AWS may make reasonable adjustments and prorations. There are no
installation charges for the Wireless Connectivrty Option. Customers will generaliy receive a
separate monthly invoice for the W ireless Connectivity Option, however, one monthly invoice will
be provided for Wireless IP and the Wireless Connectivity Option.
4.3 Late Payments. Customer shall pay AWS as a late payment fee an amount equal
to the lesser of one and one-half percent (1.5%) per inonth (prorated daily) of any amount not paid
�vithin thirty (30) days of the due date, or the highest amount allowed by applicable state law or
tariff. The fee will not be compounded monthly.
4.4 Eariy Terminat9on Chnrge. If the Wireless Connectivity Oprion is terminated
within six (6) months of the Activation Date for any reason, other than a breach by AWS,
Customer shall pay to AWS all charges incurred as of the termination date due under this
Connectivity Agreement, plus an early termination charge ("Early Termination Charge") equal to
$825 for the 56 kbps Wireless Connectivity Ophon and $1025 for the 128 kbps Wireless
Commectivity Option. The first day is counted as the Activation Date and the last day is counted as
the same date in the sixth month of activation.
q.5 Order Cancellation Charge. If Customer cancels its order for the Wireless
Connectivity Option BEFORE the Order Due Date, Customer must pay a one-time fee for
cancellation of the order as set forth in Exhibit B.
4.6 Order Due Date Delay Charge. If Customer requests a delay in the Order Due
Date for the completion of their order for the Wireless Connectivity Option or if Customer has not
met its responsibilities under Section 2.2 of this Connectivity Ageement, AWS will assess an
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Order Due Date Delay charge as set forth in Exhibit B. If the Due Date Delay is due to a non-
Customer generated activity, then the Customer will not incur the charge.
4.7 Expedited Order Due Date Charge. If Customer requests that their Order Due
Date be expedited and the Order Due Date is expedited, Customer must pay an Expedited Order
Due Date Charge as set forth in Exhibii B. Not aSl Order Due Dates can be expedited. Customer
and AWS will work together to determine if the Order Due Date can be expedited.
4.8 Connectivity Upgrade Charge. Customer must pay the charge set forth in
Exhibit B if Customer upgrades its connectivity speed from 56 kbps to 128 kbps after initially
selecting the 56 kbps speed ("Upgrade Charge").
5. Access. Customer hereby grants AWS access during normal business hours to install,
inspect, maintain, repair, remove, or otherwise deal with any components between the Customer's
router and AWS's router, including without limitation, the frame relay port, the digital local loop,
the PVC (hereinafter "Components") necessary to provide the Wireless Connectivity Option.
Customer authorizes AWS or its designee to make connections and perform other tasks that are
necessary or desirable to enable AWS to provide the Wireless Connectivity Option including
connecting and making necessary attachments to Customer's router and/or CSU/DSU.
6. Support. AWS will provide Customer support through a toll free number to the
applicable Customer Care representative twenty-four (24) hours per day, seven (7) days a week.
7. O�vnership. AWS owns all the Wireless Connectivity Option Components and Customer
has no ownership rights to the Components, including software. All Components installed or
provided by AWS are and shall remain the property of AWS, and may be removed by AWS at any
time the Wireless Connectivity Option or the assomated service or appiication is disconnected, or at
any reasonable time AWS desires to make an exchange or modification of such components or
sofiware. All components installed or provided by Customer shall remain the property of
Customer.
8. Limitations
8.1 Service Failures. AWS' liaUility for any service failure of the Wireless
Connectivity Option of greater than twenty-four (24) hours shall in no event exceed the recurring
monthly charges during the affected period prorated for the duration of the service failure of the
Wireless Connectivity Option. In no event shail AWS be hable to Customer for any damages or
reimbursement for any service failure less than twenty-four (24) hours. Customer aclrnowledges
and agrees that the service is subject to transmission limitation or intemtption, as well as
interruprions resulting from any nonpayment of charges by Customer.
8.2 Limitation of Liability. In no event shall AWS be liable to Customer for any
tort, incidental, consequential special or indirect damages (including, without limitation, lost
profits, loss of goodwill, business interruption, loss of information) arising out of or relating to this
Connectivity Agreement or the perforznance or breach hereof, regardless of whether AWS has been
informed of the possibility of such damages. AWS is not liable for (1) any acts or omissions of
any other service provider, (2) component or sofrivare defects, failure, or modification, (3) any
intenuption, delay in service or damage due to causes beyond AWS' control, (4) injury to persons
H:\docs�New Folder\St. Paul Wireless Connectivrty Agreement 112800.doc 051800
ao -��sa.
or properry arising from installation of the components or use of the service or components unless
caused by the sole and/or gross negligence of AWS, or (5) installation or repair of the components
by any parties who are not A�V"S employees.
$.3 No Warranties. AWS makes no e�:press wananties regarding the Wireless
Connectivity Oprion and disclaims any and all implied wasanties, including, without limitation,
any wasanties of inerchantability or fitness for a particular putpose. This paragraph shall surcive
termination of this Connectivity Agreement.
9. Indemnification. To the extent allowed by law, and in accordance with the provisions of
the Minnesota Torts Claims Act, AWS and Customer aa ee to defend, indemnify and hold each
other harmless from and against any damages, liabilities, claims, costs and expenses (including
reasonable attomeys' fees) related to the sole negligence or willful misconduct of the indemnifying
party arising from this agreement. If the indemnifying party shall, within thirty (30) days after
notice, fail to accept defense, the party seeking indemnification shall have the right, but not the
obligation, to undertake the defense of, and to compromise or settle any claims on behalf of, for the
account of, and at the risk of the indemnifying party. If the claims cannot by their nature be
defended solely by one party, the other party shall make available all information and assistance
that may reasonably be requested, regardless of any obligations to indemnify hereunder. This
indemnification shall not be construed as a waiver of the municipal tort liability limits set forth in
Minn. Stat. §466.01 et seq (2000).
10. CPNI. Under Federal law, Customer has the right, and AW S has the duty, to protect the
confidentiality of information about the amount, type and destination of Customer's wireless usage
("CPNI"). Customer consents to AWS sharing such CPNI with AT&T, its Affitiates and its
contractors, to develop or bring to Customer's attention any products and services and to enable
AWS to perform its obligations under and related to this Connectivity Agreement. This consent
survives the terminarion of Customer's Service and is valid until removed by Customer. To
remove this consent at any time, Customer shall notify AWS in writing at:
AT&T Wireless Services, Inc.
Attention: CPNI
P. O. Box 97061
Redmond, WA 98073-9761
Customer shall provide company contact name, address, business telephone number and
service account number.
ll. Entire Agreement. This Connectivity Agreement is the entire agreement between the
parties with respect to the Wireless Connectivity Option and supersedes all prior aa eements,
proposals, representations, statements, or understandings, whether written or oral with regard to
the Wireless Connectivity Option. No change, modification or waiver of any of the terms of this
Connectivity Agreement shall be binding unless inade in writing signed by both parties. If the
terms contained in this Connectivity Agreement conflict or are inconsistent with the terms of any
purchase order or other document provided by Customer, the tercns of this Connectivity Agreement
shall control. This Connectivity Agreement does not change, alter, modify or amend the terms and
conditions of any agreements related to the provision of CDPD, WOS and/or SMS.
H:\docs�lVew Folder\St. Paul Wireless Comiectivity Agreement 112800.doc 051800
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12. Miscellaneous.
12.1 Publicity and Advertising. Neither party shall publish or use any advertising,
sales promorions, press releases or other publicity which use the other party's name, logo,
trademarks or service marks without the prior written app*oval of the other parry.
12.2 Privacy. AWS is not liable for any lack of privacy that may be experienced by
Customer with regard to the Wireless Connectivity Option. AWS has the right to intercept and
disclose any transmissions over its facilities in order to protect the rights or property of AWS.
Although AWS uses encryption technology and the law generally prohibits third parties from
monitoring transmissions, AWS cannot guarantee security with respect to the Wireless
Connectivity Option.
12.3 Severability. If any portion of this Connectivity Agreement is found to be
unenforceable, the remaining portions shall remain in effect and the parties will begin negotiations
for a replacement of the invand or unenforceable portion.
12.4 Assignment. This Connectivity Agreement may not be assigned by either party
without the prior written consent of the other and such consent shall not be unreasonably withheld.
However, either party may, without other party's consent, assign this Connectivity Agreement to
an Affiliate or to any entity that acquires substantially all of the parry's business or stock and
AWS may assign its right to receive payments hereunder. Subject to the foregoing, this
Connectiviry Agreement shall be binding upon the assignees of the respective parties.
12.5 Third Party Beneficiaries. Other than as expressly set forth herein, this
Connectivity Agreement shall not be deemed to prov�de third parties, with any remedy, claim, right
of action, or other right.
12.6 Force Majeure. AWS shall have no liability for damages or delays due to fire,
explosion, lightning, pest damage, power surge or failures, strikes or labor disputes, water, acts of
God, the elements, war, civ�l disturbances, acts of civil or military authorities or the public enemy,
inability to secure raw materials, products, or transportation facilities, fuel or energy shortages,
acts or omissions of other communications camers, or other causes beyond control whether or not
similar to the foregoing.
12.7 Notices. All notices, requests, demands and other communications required or
permitted under this Connectivity Ageement shall be in writing and shall be deemed to have been
duly made and received when personally served or delivered by facsimile with a confirmation
report, or when mailed by ovemight delivery service or certified mail, postage prepaid, return
receipt requested, to the addresses indicated below. The parties may change the addresses on thirty
(30) days' written notice.
If to AWS (via overnight delivery ser��ice):
AT&T Wireless Services, Inc.
7277 — 164"' Avenue N.E.
Redmond, WA 98052
Attn: Business Marketing
With a copy to: AWS Legal
H:\docs�lVew Folder\St. Pau] Wireless Com�ectivity Agreement 112800.doc 0� 1800
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If to AWS (via certified mail):
AT&T Wireless Services, Inc.
P.O. Box 97061
Redmond, WA 98073
Attn: Business Marketing
With a copy to: AWS Legal
If to Customer:
Attn:
12.8 Governing Laws. This Connectivity Agreement is governed by the laws of the
state where the Customer is located, without regard to that state's choice of law rules. This
Connectivity Agreement is subject to applicable federai laws, federal or state tariffs, if any, and
applicable state laws. Where the terms and conditions of the Wireless Connectivity Option are
regulated by a state agency or the FCC, the regulations are available for your inspection; if there is
any inconsistency between this Connectivity AgreeSnent and those regulahons, this Connectivity
Agreement shall be deemed amended as necessary to conform to such regulations. Subject to the
foregoing, this Connectivity Agreement may not be amended or modified without the prior written
approval of AWS.
AWS National Accounts, LLC
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City of Saint Paul, for itself
Customer Affiliates
By:
Name:
Title:
City of Saint Paul, for
Customer Affiliates
By:
Name:
for City of Saint Paul, for itself and as agent for
Customer Affiliates
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Title:
as agent for
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H:\docs�New Folder\5t. Paul Wireless Connectivity Agreement 112800.doc Oi 1800
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Exhibit A
Definitions
a. "Activation Date" means five (5) business days after the Order Due Date.
b. "Order Aue Date" means thirty (30) calendar days after AT&T places the order and writes it to
the AISE Order Writer System.
H:\docs�New Folder\St. Paul Wireless Connectivity Agreement 112800.doc 051800
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Exhibit B
RECURRi\G CIIARGES
H:\docs�lVew Folder\St. Paul Wireless Connectivity Agreement 112800.doc 0� 1800
NON-RECURRING CHARGES
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Exhibit C
I\STALLATIO\ LOCATIO\TS
1. Location:
Connectivity Speed. Customer elects a connectivity speed as set forth below:
56 kbps
128 kbps
2. Location:
Connectivity Speed. Customer elects a connectiviry speed as set forth below:
56 kbps
128 kbps
3. Location:
Connectivity Speed. Customer elects a connectivity speed as set forth below:
56 kbps
128 kbps
H:\docs�New Folder\St. Paul Wireless Connectivity Agreement 112800.doc 051800 9