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Telepacific Comm/Phone Service 06ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Addendum to Telecommunications Account Agreement ("Addendum") is made as 01 of the'?-q day of k.L , 2006, by and between U.S. TelePacific Corp., a California corporation, dba, TelePacific Communications, 515 S. Flower Street, 47`h Floor, Los Angeles, CA 90071-2201 ("TelePacific") and City of La Quinta, a California municipal corporation, 78-495 Calle Tampico, La Quinta, CA 92253 ("Customer"). This Addendum amends and modifies that certain Telecommunications Account Agreement between TelePacific and Customer signed by Customer on the2'f day of 3U , 2006, ("Agreement"), as follows: 1. Based on the volume of Services ordered by the Customer and the competitive conditions in the marketplace for telecommunications services, TelePacific hereby agrees to provide Services under the Agreement to Customer for a three (3) year Initial Term subject to the Terms and Conditions as modified by this Addendum as set forth below, subject to the authorization of the California Public Utilities Commission ("CPUC"), as set forth below. 2. Notwithstanding any other provisions of the Agreement to the contrary in Paragraphs 2 (b) and 4 (a) of the Terms and Conditions applicable to the Agreement, TelePacific and Customer agree that, at the end of the Initial Term, the Term of this Agreement shall renew only on a month -to -month basis unless either party notifies the other party in writing at least thirty (30) days prior to the end of the then -current term of the intent not to allow the Agreement to renew. 3. TelePacific and Customer further agree that, notwithstanding any provision in the Terms and Conditions applicable to the Agreement to the contrary, Customer shall not be required to indemnify TelePacific against any third -party claims that arise solely our of service outages that are not caused by Customer's equipment or the actions or failures to act by Customer, its agents and representatives. 4. TelePacific and Customer further agree that the Telecommunications Account Agreement as amended by this Addendum shall not become effective until authorization of the CPUC is first obtained. TelePacific will promptly file for such approval after both (THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.) parties have executed the Agreement and this Addendum. The Agreement shall at all times be subject to such changes or modifications by the CPUC as the CPUC may, from time to time, direct in the exercise of its jurisdiction. U.S. TelePacific Corp., a California corporation By: NametD� 1nW"D Title: S)IXS "%�t City of La Quinta, a Ca ' to unicipal core t' 2� Name:/IZJ.zi4'S`✓�C7�/C�C' Sc` Title: Tel airM Service Agreementf-" [OM,M fIX J i'AT! O!Y! meaYFe�. Telecommunications Account Agreement Number (for internal purposes only) (1) Service Information City of La Quinta Company Legal Name (Customer) Doing Business As (DBA) Mason Lord Informational Services Analyst Mlord@la-guinta.org Contact Name Title Email 760-777-7114 Telephone Number Fax Number 78-495 Callo Tampico La Quinta CA 92253 Serv4 A6dress: Street State Zip Agreed By, Customer Signature Print Name Date (2) TelePacific Services TelePacific will provide Customer with the specified type and amount of services at the rates, and terms and conditions listed All usage rates are set forth in Exhibit A (attached). Monthly MRC Total Set-up NRC Total Account', QTY Recurring Charge Description of Services Term Charge (NRC) (Yrs) (MRC) Basic Business Line (P) 3 24 $10.28 $246.72 $25.00 $600.00 Voice Only PRI (P) 3 2 ' ;................_..........__........._................................._... $414.12 $828.24 $500.00 $1,000.00 ............ .... _..................._.............. ................._._......._........................ .._..........._..........__..................... _..........._.......................................... 100% Installation Waiver Promotion ........................ 3 1 $0.00 -.......... $0.00, ...__...___.........................._......................................... ;$1,600.00) ($1,600.00) Trunk TKO Promotion 3 1 ($124.24) ($124.24) $0.00 $0.00 Trunk TKO Promotion- 10k Minute Bundles Per Trunk 3 1 ! $240.00 $240.00, $0.00 $0.00 Network Redundancy Package 2 3 1 $115.00 $115.00 $100.00 $100.00 Business Line Custom 6 Remote Call Forward 6 Call Forward Outside Switch 1 T1 Card Credit 3 2 $0.00 $0.00' $0.00 $0.00 Sub Totals: Other Charges and Fees ( LDAC, EUCLC, and LNP ) special Promo Code Special Promo Description $1,305.72 $100.00 $449.66 41920-060806 Page 1 of 1 T-1 CARD SERVICE ADDENDUM GT.-.e--.I.e-. PlNJ�r�°cC ATt 0 FM This addendum (the "Addendum"), dated thisZp day of 1,T 200 &, amends the Telecommunications ccount Agreement (the "TAA"), dated T1pr.9 Zg , 200f—.-, entered into by and between ritq wnJ"- ("Customer") and U.S. TelePacific Corp. ("TelePacific"). As amended by this Addendum, the TAA will remain in full force and effect. Capitalized terms used but not defined herein shall have the meaning given such terms in the TAA. WHEREAS, Customer has entered into a TAA with TelePacific for a Digital T-1 transport service ("Service") at the rates and subject to the terms and conditions contained in the TAA. The term of the TAA is set forth below in Section 2. WHEREAS, in order for TelePacific to install the Service, Customer must purchase and install one or more Digital Trunk Interface card(s) ("T-1 Card(s)") to provide access to its customer premises equipment ("CPE") at a location acceptable to TelePacific and in order for Customer to be entitled to the Credit set forth below, Customer must have selected and must maintain TelePacific as Customer's Primary Interexchange Carrier ("PIC") for the entire Term of the TAA. WHEREAS, TelePacific is willing to provide Customer with an equipment purchase credit ("Credit") to reimburse Customer, at least in part, for the cost of the T-1 Card (s) required for the interconnection of TelePacific's Service with Customer's CPE. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TelePacific and Customer hereby agree as follows: T-1 Connection. TelePacific will connect the Service to Customer's CPE at the Point of Demarcation. Customer shall connect or arrange for the interconnection (at Customer's sole expense) of the Service with Customer's T-1 Card(s). 2. Equipment Credit. TelePacific will reimburse Customer through the Credit for all or part of the cost of each T-1 Card purchased and installed in order to receive the Service. The total amount of the Credit, per card, shall be equal to the amount actually paid by Customer for the T-1 Card(s) but shall not to exceed $1,600.00 if Customer selects and initials Option 1, below or $2,400.00 if Customer selects and initials Option 2, below. (Initial only one.) Option 1: Credit applied in four (4) equal monthly credits. Option 2: Credit applied in twelve (12) equal monthly credits. The maximum amount of the Credit available to Customer based on the T-1 Cards required and the term of the TAA is as follows: Card Quantity TAA Term 21 5 Year(s) TelePacific shall have no obligation to give Customer any part of the Credit until Customer provides, within 30 days after installation of the T-1 Card(s), documentation, acceptable to TelePacific, that proves Customer has purchased and accepted the T-1 Card(s) from Customer's vendor, including the original, unaltered, invoice from Customer's vendor with the vendor's name and address printed thereon and a copy of the front of Customer's check to the vendor in payment of that invoice ("Proof'). Customer shall return to TelePacific the T-1 Card Rebate Checklist that TelePacific has provided along with the Proof. 3. Application of the Credit. TelePacific shall apply the Credit against the charges on Customer's monthly invoices beginning with the invoice for the next service billing cycle after activation and acceptance by Customer of the Service and receipt by TelePacific of the T-1 Card Rebate Checklist and Proof. The monthly Credit applied on any given invoice shall not exceed $400.00 per T-1 Card for Option 1 or $200.00 per T-1 Card for Option 2 and shall be applied against the invoices for no more than the number of months corresponding to the Option initialed by the Customer, above. Customer shall not, under any circumstances, be entitled to receive cash in lieu of the Credit nor shall any Credit be applied toward any rcastillo-1224 Page 1 of 2 termination charges owed by Customer under the terms of the TAA. Customer shall not withhold any payments on TelePacific invoices in anticipation of the application of any Credit(s). 4. Addendum Term. This Addendum shall become effective on the date first set forth above and shall remain in effect for the term of the TAA unless terminated earlier pursuant to the terms of this Addendum or the TAA. Covenants of the Customer. The Customer represents, warrants and covenants that: a) Customer will install, the T-1 Card(s), at its expense, within 30 days after the date of this Addendum and shall provide the T-1 Card Rebate Checklist and Proof within 30 days after installation b) It shall constitute a material breach of this Addendum if Customer fails to pay its Equipment vendor for the T-1 card(s) and, if applicable, installation and programming prior to submitting the invoice to TelePacific. Customer may not assign its right to receive a Credit pursuant to this Addendum. c) Customer, or its designee, shall manage and maintain all of its CPE. Customer agrees to look solely to its Equipment vendor if the T-1 Card(s) is defective or there was faulty installation and/or programming of the T-1 Card(s), and hereby agrees to defend, indemnify and hold harmless TelePacific, its officers, directors, affiliates, employees, agents and contractors from any claims or liability relating to Customer's purchase, installation, or programming of the T-1 Card(s) or Customer's inability to use the Service as the result of a defect in or the faulty installation or programming of the T-1 Card(s). d) Customer acknowledges that TelePacific has no responsibility of any kind for the maintenance or repair of the CPE and Customer shall not be relieved of any of its obligations under this Addendum or the TSA to pay for the Service based on problems experienced with Customer's CPE. 6. Termination; Repayment of the Credit. If Customer terminates the TAA or fails to designate or maintain TelePacific as Customer's PIC prior to the expiration of the Term of the TAA for any reason other than a material breach by TelePacific of the TAA, Customer will, within thirty (30) days following such termination, repay TelePacific the full amount of the Credit provided to Customer pursuant to Section 2 hereof plus interest from the date the credit was given to Customer by TelePacific until the full amount of the credit is repaid at the lesser of (i) 1.5% per calendar month or any portion of a calendar month, or (ii) the maximum rate permitted by law. f �,_-_�MER � ' ,, U.S. TELEPACIFIC CORP. By: Y»� ?f aI a..� By: Name: Title: (�Ty / / �%1/�C� EyZ Title: &04 r' NA-b�-- ,T- Please submit a copy of your original T-1 Card(s) invoice along with the T1 Card Checklist and Proof of payment for Equipment credit directly to the T1 Program Manager, Customer Care Department at TelePacific Communications at 515 S. Flower St., 47`, Floor, Los Angeles, CA 90071-2201 within 30 days after installation of the T-1 Card(s). For credit purposes, the envelope containing your checklist, the related invoice and Proof of payment must be postmarked within 30 days after installation of the T- 1 Card(s). Customer Equipment Vendor (T-1Card) name, address and phone number: rcastillo-1224 Page 2 of 2 Telecommunications Account Agreement 1 of 2' This Telecommunications Account Agreement ("Agreement") is made by and between U.S. TelePacific Corp., a California corporation, dba, TelePacific Communications ("TelePacific"), having its principal place of business at 515 S. Flower Street, 47th Floor, Los Angeles, CA 90071-2201 and the Customer described below ("Customer"). This includes any contracted services at the locations contained on the Service Agreement (attached) and any subsequent changes as long as those changes meet TelePacific's minimum requirements. (1) Company Information Cit of La uinta Company Legal Name (Customer) Business Type Doing Business As (DBA) Mason Lord Mlord@la- uinta.or Service Contact Name Email 760-777-7114 Telephone Number Fax Number 78495 Calle Tampico La Quinta CA 92253 Billing Address: Street City State Zip Mason Lord 760-777-7114 Miord@la-guinta.org Billing Contact, if different from above Telephone Number Email (2) Credit Information The information below is warranted to be true and correct by the above named Customer and is given for the purpose of obtaining credit from TelePacific. Customer authorizes TelePacific to conduct a routine credit check in connection with its application for service. TelePacific will keep such information confidential and only use it for the purpose of evaluating Customer's credit in connection with Customer's application for service. This application for credit shall be construed in accordance with the laws of the State of California. ,v1 El ❑Sole ❑General El El L i UN' Ll QMi"r/1`q Proprietorship Partnership Leg Compositi : ease Check One State in Which Organized O Officer/Owners, Nam S.S.I. OfficorlOwners, Name S.S.I. . ri�R-LCaz-c�A•- zrNl. Federal Tax ID # Tax Exempt ❑ Yes No Sales Tax Information: Please Check One Tax Exempt Number Dun and Bradstreet # (D&B) 'SLICL B nk References, Bank Name AccoLwt # Contact # L S T-Jt t�C' d u q I S Z 8 2 ` % 2- L/ Bank Reference , Bunk Name Accou tt # Contact # Carrier References: Current Carrier Name Account Number Phone Number Length of Service Carrier References: Current Carrier Name Account Number Phone Number Length of Service ❑ Yes ❑ No Estimated Monthly Usage Estimated International Usage International Block: Please Check One At Pres nt Location Since Date If Less Than Five (5) Years, Prior Address rcastillo-1224 Page 1 of 2 Date: 12/6/2004 >K Telecommunications Account Agreement 2 of 2'° ___Tele tawwtrwarA roaow (3) Order Information All 3rd party vendor charges are the responsibility of Customer to pay. Customer is also responsible for the disconnection of related services with its current carrier(s) and any charges imposed by the carrier(s) in connection with said disconnection. Customer hereby acknowledges that it is the customer's responsibility to adequately secure its computer network, circuits, and customer premise equipment from unauthorized access by 3rd parties. This contract is subject to credit approval by TelePacific. A security deposit may be required and/or this contract may be terminated by either TelePacific or Customer if TelePacific's credit requirements are not met. (4) Term Commitment When applicable, services provided under this Telecommunications Account Agreement will be at the rate level for the term commitment indicated below including any additional services ordered under this Agreement from time to time. 0 1 Year Term 2 Year Term 3 Year Term (5) Acceptance I understand that this agreement includes all of the terms and conditions provided. TelePacific agrees to provide, and Customer agrees to receive and pay for, those services set forth on the Service Agreement (attached). This agreement shall become a binding contract upon execution by Customer and TelePacific. Desired D e to X f 46 Agreed By, Customer Signature Date Mason Lord Informational Services Analyst ustq ame Cus er Title TelePa ' ' es Re five (�► . J�V Date r tv A reed B Sates M r Signature Date rcastillo-1224 Page 2 of 2 12/6/2004 Letter Of Agency TeleP oeMe ram ar ON lc A r If am (1) Customer and Carrier Identification Current Carriers Mason Lord Informational Services Analyst Contact Name City of La Quinta Title Company Legal Name (Customer) 78-495 Calle Tampico La uinta CA 92253 Service Address 1: Service Address 2: City: State: Zip: Other Company Names (DBA) (2) Billing Telephone Numbers This authorization covers all customer numbers associated with the Billing Telephone #s listed below: Customer Service Records (3) Approval o: Current Carrier(s) Listed Above. Subject: The Customer identified above hereby authorizes TelePacific to act as its agent in dealing with local companies listed above for the purpose of generating a proposal for TelePacific products and services. This authorization covers all of the activities listed below: 1. Obtain and review current customer account, billing information, and service configurations for all services. 2. Analyze and compare services and prepare a proposal for TelePacific products and services. Service Change I, the undersigned, act on behalf of the company with respect to the telephone number(s) listed above. I authorize TelePacific to act as our agent to change our telecommunications carrier from our current carrier(s) to TelePacific Communications for the following services (choose all that apply): Local Service `r f. ,20� IntraLata Toll: Carrier V InterLata Long Distance Service: Carrier I /J or I want to retain my existing LD carrier on some or all of my telephone numbers. Specify Intra and InterLata PIC for each telephone number on attachment. I understand that only one telecommunications carrier may be designated as my primary interexchange carrier for any one ❑telephone number for each (a) IntraLATA Toll and (b) InterLATA long distance services. I also understand that if I select no primary interexchange carrier (NO PIC), I will be unable to make IntraLATA Toll and/or InterLATA long distance calls except by using casual dialing. I understand that any change in my primary carrier selection may involve a charge to my account for making the change. (4) Agreement Co t Name /� Title Customer Signature Date rcastillo-1224 Terms and Conditions Tele~,Mc _....... ca w wtf A°D c A ria ow 1. General (a) Services offered under this Agreement include Services offered by U.S. TelePacific Corp. and/or its affiliated companies (collectively referred to as `TelePacific"), pursuant to Tariffs filed with state regulatory agencies having jurisdiction over the Services, and the Federal Communications Commission (FCC) ("Tariffed Services"), as well as Services offered on a non-Tariffed basis. Tariffed Services shall be provided in accordance with the provisions of TelePacific's Tariffs, which are incorporated herein by reference. Tariffed Services, and all other services provided under this Agreement, as they may be ordered by Customer from time to time, are collectively referred to as the "Services." In the event that the rates, terms and conditions set forth in this Agreement, as amended by new orders and change orders authorized by Customer and accepted by TelePacific, conflict at any time with those set forth in TelePacific's federal and/or state Tariffs applicable to the Services, rates, terms and conditions of the Tariffs shall control. The rates, terms and conditions of tariffed Services may change, subject to the approval of the applicable regulatory agency. If the Tariffs for any Services are cancelled as a result of regulatory action during the term of this Agreement, TelePacific will publish a Price List on its Web site (www.telepacific.com) setting forth the rates previously contained in such Tariffs along with any terms and conditions applicable thereto, which shall become part of this Agreement. (b) TelePacific may increase the rates set forth in this Agreement for non-Tariffed Services to pass through any price increases imposed on it by the providers of the underlying facilities used to provide the Services or, in the case of long distance services, by its wholesale providers of such services. TelePacific may also change the terms and conditions (but not the rates) applicable to non-Tariffed Services by giving the Customer at least 30 days prior written notice of the changes. If TelePacific materially changes the terms and conditions applicable to any of its non-Tariffed Services, Customer may cancel the affected Services provided the Customer notifies TelePacific in writing prior to the effective date of the changes. If Customer exercises its right to cancel any of the Services, it will only be liable for the charges for those cancelled Service(s) incurred up to and including the cancellation date. If Customer does not cancel the affected Service(s) prior to the effective date of the changes, Customer will be deemed to have consented to the changes and to a continuation of the Services. 2. Term, Billing, and Payment (a) Effective Date. This Agreement shall become binding upon Customer when it has been signed by both parties and upon TelePacific's approval of Customer's credit application and the suitability of Customer's premises for the Services. If these conditions are met to TelePacific's satisfaction, TelePacific will commence as soon as practicable the installation, connection and testing of the lines and/or equipment necessary to provide the Services. Additional Services and Services to additional locations ("Service Locations") may be ordered by Customer, subject to TelePacific's acceptance, from time to time. (b) Term. The initial term of this Agreement ("Initial Term") will commence upon the date TelePacific provides notice to Customer that the Services are available for use by Customer. The Agreement, including any additional Services ordered under it from time to time for existing locations, shall continue in effect for the entire Term as set forth on page 2 of this Agreement and shall automatically renew for successive periods of one (1) year each thereafter ("Renewal Term"), unless terminated as provided in Section 4. Additional Services ordered for additional Service Locations from time to time will commence as set forth immediately above, shall continue in effect for the entire Term set forth on the applicable Service Agreement and shall automatically renew for successive periods on one (1) year each thereafter ("Renewal Term"), unless terminated as provided in Section 4. The Terms and Conditions of the Agreement shall extend automatically, following termination, to cover the remaining Term of any additional Services at additional Service Locations that may have been ordered under it. (c) Billing. TelePacific will begin invoicing Customer for the Services after giving notice to Customer that the Services are available for Customer's use, and shall continue invoicing Customer on a monthly basis until the Agreement is terminated. TelePacific will bill usage charges in arrears, and monthly recurring rcastillo-1224 Page 1 of 5 v060605 charges in advance. Customer shall be responsible for all sales, gross receipts, use, excise, and other federal, state and local taxes, charges and assessments based on Customer's use of the Services, which will be separately listed on each invoice along with any fees or surcharges applicable to the Services. TelePacific may require, in its sole discretion, that Customer provide a deposit or other assurance of payment before the Services are provided. Any required deposit shall not bear interest unless required by law. If Customer unilaterally delays acceptance of the Services after receiving notice from TelePacific that they are available, TelePacific, may, in its sole discretion, begin charging Customer for the ordered Services. If Customer's actions or lack of action prevent TelePacific from providing the ordered Services for more than 60 days after the date the Services are available, Customer will have materially breached the Agreement, and TelePacific will be entitled to terminate the Agreement without further notice and to pursue the remedies set forth in paragraph 4 hereof. (d) Payment. Invoices are due and payable upon presentation, and become past due after the Pay By date printed on the invoice. If Customer has a bonafide dispute with any of the amounts on the invoice ("Disputed Amount"), Customer shall pay all amounts not in dispute by the Pay By date and provide TelePacific with a written request for a billing adjustment, together with all supporting documentation, within 45 days from the Pay By date or Customer's right to any billing adjustment shall be waived. If TelePacific agrees to adjust all or a portion of the disputed charges on the invoice, Customer shall not be obligated to pay interest or TelePacific's late payment charge on the adjusted amount. If Customer fails to pay all non -Disputed charges on TelePacific's invoice by the Pay By date, TelePacific may impose a late payment charge of 1.5% per month or the maximum rate allowed by law, whichever is less, on the unpaid balance until the amount is paid. TelePacific may also suspend Customer's services until all delinquent amounts, including late payment charges, are paid in full. An additional charge of $25.00 will apply to all returned checks. 3. Customer Obligations (a) TelePacific's Property. Any equipment installed by TelePacific at Customer's premises remains the personal property of TelePacific, and nothing contained in this Agreement shall give or convey to Customer any right, title or interest whatsoever in such equipment. Customer agrees not to interfere with or damage the equipment, and further agrees to reimburse TelePacific for any loss or damage thereto that is caused by the intentional or negligent acts of Customer, its agents, employees, authorized users or representatives. Customer will allow TelePacific to promptly remove the equipment from Customer's premises upon termination of the Services for which the equipment was installed. (b) Responsibility for Message Content. Customer shall be solely responsible for all content that Customer makes available on or through any Services provided by TelePacific. Customer warrants that all such content will not infringe on, or contain any content that infringes on, or otherwise violates any copyright, patent or any other right held by a third -party, and shall not violate any applicable law, rule, regulation or industry standard. (c) Network Security. Customer hereby acknowledges that it is the Customer's responsibility to take whatever actions it deems necessary to adequately make its computer and voice network and circuits adequately secure from unauthorized access. Customer further acknowledges that TelePacific is only the provider of the telecommunications services and equipment to Customer and that it is not responsible for the security of Customer's own network and circuits from third parties, or for any damages that may result from any unauthorized access to Customer's network. TelePacific urges Customer to seek independent advice with respect to products, equipment (including configurations thereof), and services available to make Customer's computer network and circuits more secure from third parties. CUSTOMER FURTHER ACKNOWLEDGES THAT NO TELEPACIFIC EMPLOYEE, AGENT, REPRESENTATIVE OR SUBCONTRACTOR HAS MADE, AND THEY DO NOT HAVE THE AUTHORITY TO MAKE, ANY REPRESENTATIONS CONCERNING THE SECURITY OF CUSTOMER'S NETWORK OR THE SERVICES PROVIDED BY TELEPACIFIC HEREIN THAT ARE INCONSISTENT WITH THE STATEMENTS CONTAINED IN THE PRECEDING PARAGRAPH. rcastillo-1224 Page 2 of 5 v060605 4. Termination (a) This Agreement and any orders for Services submitted under it, shall remain in effect until terminated as set forth in this Section. After the Initial Term, this Agreement will automatically renew for successive periods of one year each at TelePacific's rates then in effect for the Services to the Customer unless either party notifies the other in writing within the last sixty (60) days of the then -current Term of the intent not to allow the Agreement to renew for a successive Term, thereafter. Even after termination, the Terms and Conditions of the Agreement shall automatically extend to cover any remaining Terms of any additional Services to additional Service Locations ordered by the Customer which have not expired. The Term of any such additional Services shall be subject to the same automatic renewal and termination notice provisions as the Agreement. If either party notifies the other party in writing during that sixty (60) day period of a decision not to allow the Agreement or the Term of any additional Services to additional Service Locations to renew at the expiration of a Term, actual termination of Services will not occur until the later of the end of the then -current Term or thirty (30) days after receipt of that notification. If Customer elects to terminate the Agreement or any orders for Services prior to the installation of the Services, Customer shall pay to TelePacific as a termination charge and not as a penalty, an amount equal to: (1) the tariffed non -recurring charges applicable to the Services, even if initially waived, unless those charges have already been paid, and (2), if the Agreement is for a Term of one year, an amount equal to three times the one month recurring charges, or in the case of an Agreement with a Term of more than one year, an amount equal to six times the one month recurring charges. (b) Either party may terminate this Agreement upon 30 days notice if the other party materially breaches the terms and conditions of this Agreement, including, but no limited to, Customers' failure to pay TelePacific's invoices for the Services by the Due Date, and the other party fails to cure the default within the 30 day period. If Customer terminates this Agreement after TelePacific's material breach, then Customer will be responsible only for charges accrued prior to the date of termination. If, however, TelePacific terminates this Agreement as a result of Customer's material breach, or Customer terminates the Agreement or any Services provided thereunder for any reason other than TelePacific's material breach, Customer shall pay to TelePacific as a termination charge, and not as a penalty the following amounts: (1) The tariffed non -recurring charges for the terminated Services, even if those charges had been initially waived; (2) the difference between the monthly recurring charges (MRC) actually paid for the Services based on the length of the Agreement and the MRC's that would have applied if the Agreement term had been for the shorter time period the Agreement was actually in effect ("Default MRC") [for example, if Customer terminates a three year Agreement in the 13'h month of the term, the Default MRC will be the difference between the MRC actually paid based on the three-year term, and the MRC applicable to the Agreement assuming a two-year contract term ("Revised Alternate Term)]; and (3) 100% of the Default MRC for the terminated Services multiplied by the number of months, if any, remaining in the Revised Alternative Term. If the original Agreement has expired and the Services are being provided pursuant to a Renewal Term, Customer shall be liable for an amount equal to 100% of the MRC's applicable to the remaining months of the Renewal Term. In addition, TelePacific shall be entitled to recover from Customer all of the costs it incurs (including court costs and reasonable attorney's fees) to collect any delinquent charges owed by Customer along with all other damages it incurs as a result of Customer's breach of this Agreement. Paragraphs 4 and 5 of this Agreement, inclusive of subparagraphs, shall survive any termination or expiration of this Agreement. 5. Warranty, Disclaimer, Limitation of Liability and Indemnity (a) WARRANTY DISCLAIMER. WITHOUT LIMITING ANY EXPRESS FINANCIAL OR LIABILITY PROVISIONS PROVIDED FOR IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES HEREUNDER (INCLUDING ANY SERVICE IMPLEMENTATION DELAYS/FAILURES), UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE rcastillo-1224 Page 3 of 5 v060605 POSSIBILITY OF SUCH DAMAGES. TELEPACIFIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SERVICE PROVISIONED HEREUNDER. TELEPACIFIC SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR INFRINGEMENT OF THIRD PARTY RIGHTS. (b) TelePacific shall not be liable for any act, omission of any other entity furnishing Customer with facilities or equipment used with the Services, nor shall TelePacific be liable for any damages or losses due in whole or in part to the fault or negligence of Customer or due in whole or in part to the failure of Customer -provided equipment or facilities. (c) LIMITATION OF LIABILITY. NOTWITHSTANDING THE PROVISIONS OF SUBPARAGRAPH (A), TELEPACIFIC'S TOTAL LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED THE LESSER OF (1) CUSTOMER'S PROVEN DIRECT DAMAGES; (2) THE AMOUNTS PAID BY CUSTOMER TO TELEPACIFIC FOR THE SERVICES DURING THE PERIOD IN WHICH ANY SERVICE -RELATED PROBLEMS WERE EXPERIENCED, OR (3) IN THE CASE OF TARIFFED SERVICES, THE CREDITS AVAILABLE TO CUSTOMER UNDER TELEPACIFIC'S THEN STANDARD TARIFFED LIMITATION OF LIABILITY. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. (d) Indemnification. Customer will defend, indemnify and hold harmless TelePacific (including its officers, directors, employees, agents, and contractors) from any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees and costs), arising out of or relating to Customer's use of the Services. This indemnity will not be available if the damage or loss is due to TelePacific's willful or reckless acts or omissions. Subject to the limitation of liability set forth in subparagraph (c) of this Section, TelePacific will defend, indemnify and hold harmless Customer (including its officers, directors, employees, agents, licensees or contractors) from any claims, liabilities, losses damages and expenses (including reasonable attorneys' fees and court costs), arising out of or relating to TelePacific's delivery of the Services to Customer. This indemnity will not be available if the damage or loss is due to Customer's willful or reckless acts of omissions. 6. Miscellaneous Provisions (a) Assignment and Succession. Customer may not assign or transfer this Agreement without TelePacific's prior written consent, which shall not be unreasonably withheld. Any unauthorized assignment or transfer shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successor and authorized assigns. (b) Governing Law. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California without regard to the conflicts of law provisions thereof. (c) Force Majeure. TelePacific shall not be liable for any failure of performance of the Services due to causes beyond its control, including, but not limited to, fire, flood, electric power interruptions, national emergencies, civil disorder, acts of terrorists, riots, strikes, lockouts, work stoppages, Acts of God, or any law, regulation, directive, or order of the United States government, or any other governmental agency, including state and local governments having jurisdiction over TelePacific or the Services provided hereunder. (d) Arbitration. If the parties cannot resolve between themselves any dispute arising under this Agreement, the parties shall promptly submit the dispute to binding arbitration at the office of the American Arbitration Association ("AAA") located in the City or County of the state where the services are provided, or if there is no AAA office at that location, then at the AAA office closest to where the services are provided ("Arbitration Site"). The arbitration will be held in accordance with the commercial arbitration rules of the AAA. Either party may initiate arbitration by providing written demand for arbitration (with a rcastillo-1224 Page 4 of 5 v060605 copy to the other party), a copy of this Agreement and the administrative fee required by the AAA rules to the AAA office located at the Arbitration Site. The remaining cost of the arbitration shall be shared equally by the parties unless the arbitration award provides otherwise. Each party shall bear the cost of preparing and presenting its case. The parties agree to undertake all reasonable steps to expedite the arbitration process. One arbitrator will be appointed in accordance with the AAA rules within 30 calendar days of the submission of the demand for arbitration. The arbitrator will designate the time and place for the Arbitration within 30 days of appointment. TelePacific and Customer agree that the arbitrator's authority to grant relief shall be subject to the provisions of this Agreement, TelePacific's applicable tariffs, if any, and any other applicable law. The arbitrator shall not be entitled to award, nor shall either party be entitled to receive, punitive, incidental, exemplary, consequential, reliance or special damages, including damages for lost profits. The arbitrator's decision shall follow the plain meaning of this Agreement and shall be final; binding and enforceable in a court of competent jurisdiction. (e) Entire Agreement and Modifications. This Agreement and all other documents specifically referred to herein constitute the entire and final agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements relating to such subject matter, which are of no further force or effect. The exhibits referred to herein are integral parts of this Agreement and are hereby made a part of this Agreement. This Agreement may only be modified or supplemented by an instrument in writing executed by a duly authorized representative of each party. (f) Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court or administrative agency with jurisdiction over the Services, such provision shall be deemed amended to the minimum extent necessary to render it enforceable. (g) Headings. The headings used in this Agreement are for convenience only and do not in any way limit or otherwise affect the meaning of any of the terms contained herein. (h) Waiver. Under no circumstances shall the failure of TelePacific to enforce any provision of this Agreement in any particular instance be construed as a waiver of that provision. 7. Service Guarantee Notwithstanding anything to the contrary contained in this Agreement, Customer may terminate this Agreement without any further obligation if the Services provided by TelePacific are not substantially performing up to industry standards during the first 90 days the Services are available for Customer's use. If Customer elects to terminate the Agreement pursuant to this guarantee, TelePacific will reimburse Customer for all reasonable costs incurred by Customer to re-establish service with its previous service provider not to exceed the amount that Customer paid to TelePacific for installation of the Services. This Service Guarantee only applies if (a) the cause of the Service deficiency was within TelePacific's reasonable control; (b) Customer ordered at least the amount of Services recommended by TelePacific to meet Customer's traffic volumes; and (c) TelePacific fails to correct the Service deficiency within 15 days after receiving written notice from the Customer of the deficiency given during the 90 day period. rcastillo-1224 Page 5 of 5 v060605 TelePacifAt caMMuNrcaT101VS MAKiNrx BUSINESS PERSONAL 515 S Flower St &h Floor Los Angeles, CA 90071 Phone: 213-213-3000 Customer Care: 1-877487-8722 August 5, 2006 Mason Lord 78-495 Calle Tampico La Quinta, CA 92253 Dear Mason; Enclosed are copies of the signed documents for your records. ® Addendum to the Telecommunications Account Agreement ❑ Net MPLS Private IP Addendum ❑ OneNet Addendum ❑ Plus Connection Service Addendum ❑ Responsible Organization Change Authorization ® Service Agreement / Service Change Acknowledgement ® T 1 Card Service Addendum ® Telecommunications Account Agreement ❑ VPN Addendum We appreciate your business. Regards, Donna Ellis Executive Assistant TelePacific Communications 515 S Flower St Los Angeles, CA 90071 07/06/2006 THU 11:18 FAX 760 777 7105 City of la Quinta Telecommunications Account Agreement 1 of 2�� C 41Y JItl Nl CM 71sNe This Telsoommunications Account Agreement ('Agreement') is made by and between U.S. TelePacifio Corp, a California corporation, dba, TelePacifie Communications (relePack ), braving its principal place of business at 515 S. !lower Street, 471 h Floor, Lee Angete% CA %071-2201 and the Customer described below f Customee) This includes any contracted aervrcas at the locations contained on the Service Agreement (attached) and any subsequent changes as long as arose changes meet TelePadAda mirirunn requirements (1) Company Information CRT OfLaQunnta----.-_-- Company Legal Name (Customer) — Business Type Doing Business As (DBA) +Talon Lend Service Contact Name Billing Address: Street Jason Lord Billing Contact, if different from _—,�_—_�_• Fax Number _...... .._._..-- — L%0and&—,- CA _ 922S City state ZIP _760-777-7114 Mlord0ls-guint on Telephone Number Email -- -- - (2) Credit Information The information below Is warrmhled 10 be true and correct by the above named Custarner and Is given for the purpose of obtairing credit from Teleft tte. Customer authorizes TelePacific to conduct a routine credit check in connection with its application for service. TeleFecirro will keep such Information eonfidental anti only use d for the purpose of evaluating Customer's credit in eorxection with Customer's appicaton for service This application foi credit shall be construed in accordance Win Me laps of The State of Wfomia f i] Corpomllon n Sole [] General [] LLP ❑ LLG DC tlltivf•cipaA r-f j Proprietorship Partnership g Legal Cc i' Pe C One i State in Which Org2nized _ ` J,t.i7i- cA _ Officer/ Name -- —S,st kOV't%6 s G�lr►nh� s� Cl �r t�tikei es Namef'� _ S— IIH13 '-•=---��,�C.iThfe�'�—� _ ter29. e�rf✓' Federal Tax ID # Tax Eimmpt ❑ Yes M No Sales Tax Information: Please Check One 7CTax rprthpt Number —._._ Dun and Bradstreet # (D813) — — — —Ban Referent Na Account tf Co tact . Bank Referenn•crres,Bank Name Account# ,Contact* _ ewr er R feren Current Carrier Name Account Number Phone Number Length of Service Carrier References Current Carrier Name Account NUMber, Phone i tub ❑ Noer Length of Service _ — ' __ ...... - -- ---- OR _.... Myles — -- Estim ted Monthly Usage Estimated International Usage Intemational Block: Please Check One 13 vl t r.5._--- At Present L6caffon Since Date fi Lela Than Five (5) Years, Prior Address reastllfo-1224 Page i of 2 Date 1XV2004 0 012/015 Zz34 07/06/2006 TBU 11:19 FAX 700 777 7105 City of La Quinta Telecommunications Account Agreement 2 of 2� e �I iw xu,r�r.r �l uar .+Wr w.._.__._._._ (3)Order information - Alt 3rd party vendor charges are the responsibility of Customer to pay. Customer is also responsible for the disconnection of related services with its currant carrier(s) and any charges imposed by the camer(s) in connection YM said discourrecdon WCustomer hereby admW edges that it Is the oustomer's responsibility to adequately secure Its computer network, circuits, and customer premise equipment from unauthorized access by 3rd parties ( This contract is subject to credit approval by TelePacifte. A security deposit m ay be required andlor fits contract may be terminated by either TelePacific or Customer if Telel's"s creme requirements 2116 not met (4) Term Cfmsmitrnent When applicable, services provded under this Telecommunications Account Agreement wit be at the rate level for the term commitment Indleated below including any addhtonal services ordered under thie Agreement from lime to time -- -1 YearTetln -- - - -2 Year Term 3 Year Term - -- (5) Acceptance-- f I understand that this agreement includes all of the terms and conditions provided T i agrees to proMe, and Customer agrees to receive and pay for, those seryll ss set forth.on the Service Agreement (attached) This agreement shall become a binding contract upon execution by Customer and TelePacific Desiredlu to y.p��V-_-------��._—�_• ---._...._._..___.._._.._.....— XI Agreed By, Customer Signature -_ Date Mason Lord _ __ _ %formational Services AnalYSt ` er Name - -- -- - sta„er Title B . Safe Slanature Date rcastlHo-1224 Page 2 of 2 121612004 fa013/023 07/06/2006 THU 11:16 FAX 750 777 7105 City of La Qulnta T-1 CARD SERVICE ADDENDUM pCNatLYlCATltlAf Ibis addendum (the "Addendum), dated lhisWday oi200& amends the r e catio o=t Agreement (the "TAA"), dated .. , 2000'P entered into by and between C Customet") and U.S. TeleParafw Corp ("1'elePacific") As amended by this Addan um. the TAA will retrain in furl force and effect Capitalized terms used but not defined herein shall have the meaning given such terms im the TAA WHEREAS, Customer has tittered into a IAA with IelePacific for a Digital T-1 transport service ("Service") at the rates and subject to the terms and conditions contained in tins TAA The term of the TAA is set forth below m Section 2. WHfi12EA S, in order for IekPacific to install the Service, Customer must purchase and install one or more Digital rnmk Interface card(s) ('I=1 Card(s)") to provide access to its customer premises equipment C CPE') at a locculon acceptable to TelePacific and in order for Customer to be entitled to the Credit set forth below, Customer must have selected and [trust maintain TelePacific as Customer's Primary Imerexc1mge Carrier CTIC') for the entire Term of the TAA WIIERBAS, IelePacific is willing to provide Customer with an equipment purchase credit (' Credit") to reirdbtase Customer, at least in pact for the cost of the T-1 Card (s) required for the interconnection of TelePacific's Service with Customer's CPE NOW Tfl13WORE, in consideration of the nntual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TelePacific and Customer hereby agree as follows: I-1 Connectioa. IelePacific will connect the Service to Customers CPE at the Point of Demarcation Customer shalt connect or arrange for the interconnection (at Customer's sole expense) of the Service with Customer's T-1 Card(s) Bquriomem Credit IelePaciftc will reimburse Customer through the Credit for all or part of the cost of each T 1 Card purchased and installed in order to receive the Service. Ile total amount of the Credit, per card, shall be equal to the amount actually paid by Customer for the 7-1 Card(s) but shall not to exceed S 1,600 00 if Customer selects and initials Option 1, below or $2,400 00 if Customer selects and initials Option 2, below (initial only one) ___ Option 1: Credit applied in four (4) equal monthly credits _ X. Opt;on 2: Credit applied in twelve (12) equal monthly credits The maximum amount of the Credit available to Customer based on the I-1 Cards required and the term of the'rAA is as fellows: Card Quantity TAA Tenn r� 17 I —Years) TelcPacifrc shall have no obligation to give Customer any pan of the Credit until Customer provides, within 30 days after installation of the T• 1 Card(s;, documentation, acceptable to relePaciftc, that proves Customer has purchased and accepted the T-1 Card(s) from Customer's vendor, including the original, unaltered, invoice from Customer's vendor with the vendor's name and address printed thereon and a copy of the front of Custarmer's check to the vendor in payment of that invoice ("Proof') Customer shall return to TelePaditc the T-1 Card Rebate Checklist that TelePacific has provided along with the Proof Application of the Credit. TelePacific shall apply the Credit against the charges on Customer's monthly invoices beginning with the invoice for the next service billing cycle after activation and acceptance by Customer of the Service and receipt by TelePacific of the T. 1 Card Rebate Checklist and Proof The monthly Credit applied on any given invoice shall not exceed $400.00 per T-1 Card for Option 1 ov S200.00 per T-1 Card for Option.2 and shall be applied against the invoices for no more than the number of months corresponding to the Option initialed by the Customer, above. Customer shall not, under any circumstances, be entitled to receive cash in lieu of the Credit nor shah any Credit be applied toward any rcasdllo-1224 Page 1 of 2 @ 010/015 07/06/2006 IHU 11:17 FAX 700 777 7105 City of La Quinta terminatim charges owed by Customer under the terms of the IAA Customer shall not withhold any payments on TelePacific invoices in anticipation of the application of any Credits) Addendum Term This Addendum shall become effective on the date first set forth above and shall remain in effect for the term of the TAA unless terminated earlier pursuant to the terms of this Addendum or the TAA Covenants of the Customer. The Customer represents, warrants and covenants that: a) Customer will install, the 1-I Card(s), at its expense, within 30 days after the the of this Addendum and shall provide the T-1 Card Rebate Checklist and Proof within 30 days after installation b) It shall constitute a material breach of this Addendum if Customer fails to pay its Equipment vendor for the T-1 card(s) and, if applicable, installation and programming prior to submitting the invoice to TelePacific. Customer may not assign its right to receive a Credit ptusaant to this Addendum c) Customer, or its designee, shall manage and maintain all of its CPE Customer agrees to look solely to its Equipment vendor if the T-1 Card(s) is defective or there was faulty installation and/or programming of the T-1 Card(s), and hereby agrees to defend, indemnify and hold harmless Tekfacife, its officers, directors, affiliates, employees, agents and contractors from any claims or liabilityre]atfng to Customer's purchase, insmilation, or programming of the T-1 Card(s) or Customer's inability to use the Service as the result of a defect in or the faulty Installation or programming of the 17-1 Card(s). d) Customer ardmowledges that TelePacific has no responsibility of any kind for the maintenance or repair of the CPB and Customer shall not be relieved of any of its obligations under this Addendum or the TSA to pay for the Service based on problems experienced with Customer's CPE Tuninatbon; Iteuayment of the Credit If Customer terminates the IAA or fails to designate or maintain TelePacific as Customer's PIC prior to the expiration of the Term of ft TAA for any reason other than a material breach by TelePacific of the TAA, Customer will, within thirty (30) days following such termination, repay TelePacific the full amount of the Credit provided to Customer pursuanr to Section 2 bereof plus interest from the date the credit was given to Customer by lelePacifrc until the full amount of the credit is repaid at the lesser of (i)1 5% per calendar month or any portion of a calendar month, or (ii) the maximum rate permitted by law T 2NLIt /� US TELEPACIFIC CORP By: 4VW2400/' By: — Name: '/40n L"- f. t�C�i>1/d'iLe�' Name: Title: -..ram/ Title.. S�wJ Nt'I��L Please submit a copy of yea original T-1 Card(s) invoice along with the 11 Card Checklist and Proof of payment for Equipment credit directly to the Il Program Manager, Custom Care Department at TclePecific Communications at 315 S Flower St, 476 Floor, Los Angeles, CA 90071-2201 within 30 days after installation ct the T•] Card(s). For ctedit purposes, the cnvektpe containing your cbecklist, this related invoice and Proof of payment must be postmarked within 30 days after installation of the I- 1 Cards} Customer Equipment Vendor (T•l Card) name, address and phone manber: Feno%/:f/, D01P 4_��7� : 9pLJ7� rcastutc 1224 Pape 2 of 2 Q oll/o1S 07/05/2006 7HU 11:13 FAX 760 777 7105 City of La Quanta 9 007/015 ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Addendum to Telecommunications Account Agreement ("Addendum"} is made as ofthe24 day of ' VkpC 2006, by and between U.S.. TelePaciiic Corp., a California corporation, dba, TelePaeifie Communications, 515 S Flower Street, 47' Floor, Los Angeles, CA 90071-2201 (" 1 elePacific") and City of'La Quints, a California municipal corporation, 78-495 Calie Iampico, La Quinta, CA 92253 ("Customer"). This Addendum amends and modifies that certain Telecommunications Account A ent between T elePacific and Customer signed by Customer on the t day of .2006, ("Agreement"), as follows: 1. Based on the volume of Services ordered by the Customer and the competitive conditions in the marketplace for telecommunications services, lelePacific hereby agrees to provide Services under the Agieement to Customer for a three (3) year Initial Tetm subject to the Terms and Conditions as modified by this Addendum as set forth below, subject to the authorization of the California Public Utilities Commission ("CPUC"), as set forth below 2. Notwithstanding any other provisions of the Agreement to the contrary in Paragraphs 2 (b) and 4 (a) of the Terms and Conditions applicable to the Agreement, TelePacific and Customer agree that; at the end of the Initial Term, the Term of this Agreement shall renew only on a month -to -month basis unless eithet party notifies the other patty in writing at least thirty (30) days prior to the end of the then -current term of time intent not to allow the Agreement to renew Once the installation of the Services has occurred, Customer shall not be subject to a termination charge as defined in Section 4(a) of the Terms and Conditions, but will be subject to a termination charge as defined in Section 4(b) of the Terms and Conditions, if Customer chooses to terminate the Agreement, or any Services thereunder, prior to the end of the Initial Ierm, 3. TelePacific and Customer further agree that, notwithstanding any provision in the Terms and Conditions applicable to the Agreement to the contrary, Customer shall not be required to indemnify IelePacifie against any third -patty claims that arise solely out of E service outages that are not caused by Customer`s equipment or the actions or failures to act by Customer, its agents and represetrtatives, 4 TelePacific and Customer further agree that the'Ieleconmmunications Account Agreement as amended by this Addendum shall not become effective until authorization of the CPUC is first obtained IelePaeifrc will promptly file for such approval after both (THE REMAINDER OF IRIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK) 07/06/2006 FHU 11:14 FAX 760 117 7105 City of La Quints parties have executed the Agreement and this Addendum the Agreement shall at all times be subject to such changes or modifications by the CPUC as the CPUC may, from time to time, direct in the exercise of its jurisdiction. U S TolePacific Corp., a California corporation By: 2� Name: Title: ve- 2 City of La Quinta, a Califorru'amunicipal cor oraiio By. Nance. ' DdE Ztle:%/1�I�t�_ Q 008/015 07/06/2006 THU 11;15 PAX 76D 777 7105 MY of la Quinta Service Agreement TWeconanunications Account Agmexnent Number (for internal purposes only) (I I Service Infnimnifirin MY of La Quints Company Lev N— (Customer) Doing Business As (E)BA) Mason Lord btormationalgavice*Analyst Mord@la-Quinta.;xx Contact Name TRIO Emall 760-777-7114 Telephone Number Fax Number C Ann= La Quinta . ......... CA 9M eMVMpAddfesx Skeet CM'I 8 falp, Agreed By Customer Sigrialm Print Name Da* 91009/015 (2) TeIsPaciffe Services Telefteffic will provide Customer with the specified type and amount of services at the rates, and lenno and conditions listed All usage rates are set forth in Exhibit A (attached) I Montbly Accourrt (",t Recurring MRC TOM Setup I Charlie HRC Total Dmrfpvm of services Term i Charlie (NRC) Basic Business Lho (P) 3 24 $1028 $246 72; -$�00 ­ $Wo. 00 V06 Only Pifl f), - 3 i $414 12 $823 - 24r- i666 66- iioilo 60 I . 00—%, Installation Waiver Promotion 3 1 $000 $o 66 it. 1,W000) ($I,BM 00) 7n nkTKO Promotion g 1 ($12414) ($124 M. 50.00 $000 Trunk TKO Promotion - 10k Vinute Bundles Per Trunk 3 F—1 $240 Oo $000 ow Network Redundancy Pack2p 2 3 1 1 $115.00 $115 00i $10000 $10000 Business Ur;e Custom 6 Ftemote, Call Forward 6 Call Forward Outside I*fth I TI Card Credit 3 2 i $0.00 som i $000 $000 Sub Totals: $1,30572 $10000 Other Charges and Fees (ILDAC, EUCL.C, and LNP): $44966 Special Promo Code. S ecial Promo Description 41920-060506 Page 1 of 1 ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Addendum to Telecommunications Account Agreement ("Addendum") is made as of the day of �.4 4 2000 by and between U.S. TelePacific Corp., a California corporation, dba, TelePacific Communications, 515 S. Flower Street, 471h Floor, Los Angeles, CA 90071-2201 ("TelePacific") and City of La Quinta, 78495 Calle Tampico, La Quinta, CA 92253 ("Customer"). This Addendum amends and modifies that certain Telecommunications Account Agreement between TelePacific and Customer signed by Customer on theZf day of 3 k , ( 20 V L, ("Agreement"), as follows: WHEREAS, TelePacific, as part of the Services requested by Customer and provided under the terms of the Agreement, may be required to provide call-back and location information to Public Safety Answering Points ("PSAPs") when processing calls for emergency response services ("E- 911 Calls")' WHEREAS, Customer intends to use the Services that would not ordinarily allow TelePacific to identify and report the location of each telephone set used in conjunction with the Services ("Remote Telephone") such that TelePacific may not have the information necessary to provide accurate call-back and location information to PSAPs in response to E-911 Calls and, WHEREAS, TelePacific would not have entered into the Agreement with Customer without having the undertaking of Customer to provide and maintain accurate, timely, and up-to-date information that is transmitted in a mutually agreeable format to TelePacific on the correct location of each Remote Telephone Customer uses with the Services and an indemnity from Customer against loss or damage, including defense costs and reasonable attorney fees, claimed by any person who uses one of Customer's Remote Telephones to place a call to a PSAP for emergency assistance if Customer has not provided such call-back and location information to TelePacific. NOW, THEREFORE, in consideration of TelePacific's agreement to provide Services to Customer under the aforesaid circumstances and the promises recited herein, the Terms and Conditions of the Agreement are modified and supplemented as set forth below, which is different from those Terms and Conditions tariffed and/or usually used for those same Services with others, subject to the approval of the California Public Utilities Commission as set forth below: 1. Customer hereby agrees to provide TelePacific with accurate, timely, and up-to-date information that Customer shall transmit to TelePacific in a mutually agreeable format on the location of each Remote Telephone that Customer uses in conjunction with the Services and will maintain that information on a current and accurate basis so that TelePacific may provide such information to PSAPs upon the receipt of an E-911 emergency call from one of those Remote Telephones. Customer represents and warrants that any Remote Telephone will only be used at locations within the same rate center where the Customer's PRI service is provisioned ("Customer's Rate Center"). If Customer either: (a) moves Remote Telephone to a location outside Customer's Rate Center, or (b) fails to provide TelePacific with accurate, timely and up- to -date information as required in this Paragraph 1, a User of Customer's Remote Telephone may not be able to reach emergency personnel when dialing 911. Under either (a) or (b) above, even if such a User reaches emergency personnel, the User may not be reaching emergency personnel near the actual location of Remote Telephone and/or emergency personnel may not be able to transfer Customer's Remote Telephone 911 call or respond to User's emergency and Customer shall fully indemnify TelePacific for all costs, loss or damage resulting from any such breach of such representation and warranty. 2. TelePacific and Customer hereby agree that the first and second sentences of paragraph (d) of Section 5 of the Terms and Conditions applicable to the Agreement are deleted and the following is substituted therefor: "The Customer shall indemnify TelePacific for any and all damages, liabilities, obligations, losses, injuries, demands, penalties, costs and expenses arising out of any claim arising out of any act or omission by the Customer or the Customer's employees; or brought by any third party against TelePacific as a result of or in connection with the provision by TelePacific of the Services in accordance with this Agreement, and will pay all damages and costs awarded by a court arising out of such claims, except for any such claim identified above which arises out of the active negligence, sole negligence or willful misconduct of TelePacific, its officers, employees, agents or volunteers, provided that TelePacific: (i) provide the Customer with prompt notice of such claim, (ii) give the Customer the authorization to act on TelePacific's behalf in and the sole control over the defense and settlement of such claim, (iii) make available to the Customer all information and assistance as it may have available to it in the defense of such claim and, (iv) has not in any way compromised or settled any portion of such claim prior to bringing it to the attention of the Customer. This indemnity shall survive the Termination of this Agreement." 3. In addition, in the event that the Terms and Conditions contained in this Addendum are found to be unenforceable for any reason as between Customer and TelePacific, Customer, nevertheless, shall, on its own motion and without any action on the part of TelePacific, seek to intervene as a Defendant in any lawsuit making such a claim against TelePacific, shall seek to have any judgment in any such lawsuit rendered against only Customer and not against TelePacific and shall satisfy such judgment without any claim for contribution against TelePacific. 4. TelePacific and Customer hereby agree that the following is added after the last sentence of paragraph (d) of Section 5 of the Terms and Conditions applicable to the Agreement: "TelePacific will also specifically protect, defend and hold harmless the Customer, its officers, employees, agents and volunteers against any action brought against them based on any claim that any software used by TelePacific in providing the Services infringed a United States patent, copyright, trademark or service mark, provided that (i) the Customer promptly notify TelePacific in writing of any notice of such claim, (ii) TelePacific shall have control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided, however, that TelePacific shall not have any authority to negotiate any judgments for liability against the Customer, and (iii) the Customer shall permit TelePacific, at TelePacific's option and expense, either to procure for the Customer the right to continue using the software or to modify the software so that it becomes non -infringing." 5. TelePacific and Customer hereby agree that the following is added before the first sentence of paragraph (d) of Section 6 of the Terms and Conditions applicable to the Agreement: "Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file for arbitration or a legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be shared equally by the parties. If a mediated settlement is reached, neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs." 6. This Addendum shall remain in effect so long as TelePacific provides Services to Customer. This Addendum shall be coterminous with the Agreement for Services between Customer and TelePacific. 7. TelePacific and Customer agree that the Telecommunications Account Agreement as amended by this Addendum shall not become effective until authorization of the Public Utilities Commission of the State of California ("PUC") is first obtained. TelePacific will promptly file for such approval after both parties have executed the Agreement and this Addendum. The Agreement shall at all times be subject to such changes or modifications by the PUC as the PUC may, from time to time, direct in the exercise of its jurisdiction. U.S. TelePacific Corp., a California corporation, d/b/a TelePacific Communications By: _ Name: /l % /art/ 4i Title: City of La Quinta Name: Title: YL Y Z Z Z Z Z Z m m m m m m rn rn rn rn rn O O O O O M v V V V O V V V -1 A V V V V N -4 �4 w 00 w w w w wCv.rnu,a V V V V W 0D OD OD OD Oo CD W W OD D D D D D D > > > > > EL a n a n a N N N pl N N 0 0 0 0 0 0 > > :3> > > N N N N N N 3 3 3 3 3 3 m v m m v d D1 D) N N SU N Q p O A D p N N d N Dl d N N d N N N m d v w m v 3 c c c c c c c c c m m m m m m c c c c c c 3 3 3 3 3 3 ns O c c cc� vmz� m x m 0 0 0 m 3 CD 33 CD CDm !? S m m m R a g o m m z ' a a m 3 _ 2 A N CD NA CD A N l N 'D _2 N CD z. n N m a o o Q ' OCD N ID D) N N 2 COD Q r00� c-CD m a� o n m c 9 � � m � N b. W O o Q M 1Z O S 0 CD N n 0 C 0 3 (D 1 S tU v, CD a C N N N CL O S D) N C CD v m g; S .. m 0 o N CD N a ro co o oGo Fr CD Te%Pacirl C O M M tl N I C A r I O N i ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Addendum to Telecommunications Account Agreement ("Addendum') is made as of the L 7 day of 2008, by and between U.S. TelePacific Corp., a California corporation, dba, TelePacific mmunications, 515 S. Flower Street, 47'" Floor, Los Angeles, CA 90071-2201 ('"TelePacific") and City of La Quinta, 78106 Francis Hack Lane, La Quinta, CA 92253 ("Customer"). This Addendum amends and modifies that certain Telecommunications Account Agreement between TelePacific and Customer signed by Customer on the Z 7 day of 1P7 4N , 20 d , ("Agreement"), as follows: WHEREAS, TelePacific, as part of the Services requested by Customer and provided under the terms of the Agreement, may be required to provide call-back and location information to Public Safety Answering Points ("PSAPs") when processing calls for emergency response services (" E- 911 Calls'), WHEREAS, Customer intends to use the Services that would not ordinarily allow TelePacific to identify and report the location of each telephone set used in conjunction with the Services ("Remote Telephone") such that TelePacific may not have the information necessary to provide accurate call-back and location information to PSAPs in response to E-911 Calls and, WHEREAS, TelePacific would not have entered into the Agreement with Customer without having the undertaking of Customer to provide and maintain accurate, timely, and up-to-date information that is transmitted in a mutually agreeable format to TelePacific on the correct location of each Remote Telephone Customer uses with the Services and an indemnity from Customer against loss or damage, including defense costs and reasonable attorney fees, claimed by any person who uses one of Customer's Remote Telephones to place a call to a PSAP for emergency assistance if Customer has not provided such call-back and location information to TelePacific. NOW, THEREFORE, in consideration of TelePacific's agreement to provide Services to Customer under the aforesaid circumstances and the promises recited herein, the Terms and Conditions of the Agreement are modified and supplemented as set forth below, which is different from those Terms and Conditions tariffed and/or usually used for those same Services with others, subject to the approval of the California Public Utilities Commission as set forth below: 1. Customer hereby agrees to provide TelePacific with accurate, timely, and up-to-date information that Customer shall transmit to TelePacific in a mutually agreeable format on the location of each Remote Telephone that Customer uses in conjunction with the Services and will maintain that information on a current and accurate basis so that TelePacific may provide such information to PSAPs upon the receipt of an E-911 emergency call from one of those Remote Telephones. Customer represents and warrants that any Remote Telephone will only be used at locations within the same rate center where the Customer's PRI service is provisioned ("Customer's Rate Center"). If Customer either: (a) moves Remote Telephone to a location outside Customer's Rate Center, or (b) fails to provide TelePacific with accurate, timely and up- to -date information as required in this Paragraph 1, a User of Customer's Remote Telephone may not be able to reach emergency personnel when dialing 911. Under either (a) or (b) above, even if such a User reaches emergency personnel, the User may not be reaching emergency personnel near the actual location of Remote Telephone and/or emergency personnel may not be able to transfer Customer's Remote Telephone 911 call or respond to User's emergency and Customer shall fully indemnify TelePacific for all costs, loss or damage resulting from any such breach of such representation and warranty. 2. TelePacific and Customer hereby agree that the first and second sentences of paragraph (d) of Section 5 of the Terms and Conditions applicable to the Agreement are deleted and the following is substituted therefor: "The Customer shall indemnify TelePacific for any and all damages, liabilities, obligations, losses, injuries, demands, penalties, costs and expenses arising out of any claim arising out of any act or omission by the Customer or the Customer's employees; or brought by any third party against TelePacific as a result of or in connection with the provision by TelePacific of the Services in accordance with this Agreement, and will pay all damages and costs awarded by a court arising out of such claims, except for any such claim identified above which arises out of the active negligence, sole negligence or willful misconduct of TelePacific, its officers, employees, agents or volunteers, provided that TelePacific: (i) provide the Customer with prompt notice of such claim, (ii) give the Customer the authorization to act on TelePacific's behalf in and the sole control over the defense and settlement of such claim, (iii) make available to the Customer all information and assistance as it may have available to it in the defense of such claim and, (iv) has not in any way compromised or settled any portion of such claim prior to bringing it to the attention of the Customer. This indemnity shall survive the Termination of this Agreement." 3. In addition, in the event that the Terms and Conditions contained in this Addendum are found to be unenforceable for any reason as between Customer and TelePacific, Customer, nevertheless, shall, on its own motion and without any action on the part of TelePacific, seek to intervene as a Defendant in any lawsuit making such a claim against TelePacific, shall seek to have any judgment in any such lawsuit rendered against only Customer and not against TelePacific and shall satisfy such judgment without any claim for contribution against TelePacific. 4. TelePacific and Customer hereby agree that the following is added after the last sentence of paragraph (d) of Section 5 of the Terms and Conditions applicable to the Agreement: "TelePacific will also specifically protect, defend and hold harmless the Customer, its officers, employees, agents and volunteers against any action brought against them based on any claim that any software used by TelePacific in providing the Services infringed a United States patent, copyright, trademark or service mark, provided that (i) the Customer promptly notify TelePacific in writing of any notice of such claim, (ii) TelePacific shall have control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided, however, that TelePacific shall not have any authority to negotiate any judgments for liability against the Customer, and (iii) the Customer shall permit TelePacific, at TelePacifmc's option and expense, either to procure for the Customer the right to continue using the software or to modify the software so that it becomes non -infringing." 5. TelePacific and Customer hereby agree that the following is added before the first sentence of paragraph (d) of Section 6 of the Terns and Conditions applicable to the Agreement: "Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file for arbitration or a legal action without first meeting in mediation and maldng a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be shared equally by the parties. If a mediated settlement is reached, neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs." 6. This Addendum shall remain in effect so long as TelePacific provides Services to Customer. This Addendum shall be coterminous with the Agreement for Services between Customer and TelePacific. 7. TelePacific and Customer agree that the Telecommunications Account Agreement as amended by this Addendum shall not become effective until authorization of the Public Utilities Commission of the State of California ("PUC") is first obtained. TelePacific will promptly file for such approval after both parties have executed the Agreement and this Addendum. The Agreement shall at all times be subject to such changes or modifications by the PUC as the PUC may, from time to time, direct in the exercise of its jurisdiction. U.S. TelePacific Corp., a California corporation, d/b/a TelePacific Communications By: Name: Title: City of La Quints By: /` Name•. %//��/ D A.s ���NC� ilCsSc� Title: of q6-2 r—� � ! EeEEEE {&{\\\\\ \\\\\\\\ § , 000000 k , ]uu-iuu k L i : a k \\\\a0 ca E ■EEEEE Lp \\\\\\ zi0 f+7f7c )Jfƒf> ■ § rlPkk/§ ca « o `� E k�U� �`° °, §//}//) ® f-\ k�)]( der= r o 2[[[[[/ )\}D | $ z | |,{�■ ; /{{{ «000 0 0 0 o|JIX 2 &eaaecu aa §§J ) _ Lu w u E k LU � E E ;a2 a flu;a $$�I k)zk@) L] j J ! MEMORANDUM TO: THOMAS P. GENOVESE, City Manager FROM: VERONICA J. MONTECINO, City Cler DATE: October 10, 2008 SUBJECT: Addendum to Telecommunications Account Agreement Attached are two Addendums to the TelePacific Agreement that were processed in June, 2008. Since the City never received a fully executed Addendum, we requested they reissue signed documents. Please sign both Addendums and return to my office for processing. Thank you.