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HomeMy WebLinkAbout20-1221 Comcast Cable CommunicationsDocuSign Envelope ID: 08678F34-ECOC-46F1-8B13-AD77DO4D7B63 PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this ::/ uay of I.0 2020, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Comcast Cable Communications Management, LLC, a Delaware limited liability company, (hereinafter referred to as "Comcast" or "Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and Comcast shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A. 3. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Comcast hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and Comcast agrees that service by first class U.S. mail to The Corporation Company, 600 S. 2nd St., Suite 104, Springfield, Illinois 62704 shall constitute effective service. Both parties hereto waive any rights to a jury. 4. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 5. MERGER. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 6. INTEREST. Comcast hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 50511, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 7. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. 8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, Comcast shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum DocuSign Envelope ID: 08678F34-ECOC-46F1-8B13-AD77D04D7B63 wage, workplace safety and legal status of employees. Without limiting the foregoing, Comcast hereby certifies, represents and warrants to the City that all of Comcast's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. Comcast shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of Comcast to determine Comcast's compliance with the provisions of this section. In the event the City proceeds with such an audit, Comcast shall make available to the City Comcast's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 9. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any parry on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either parry any fax or e-mail copy of this agreement shall be re -executed by the parties in an original form. No parry to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 10. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement shall supersede and control; specifically, and not as a limitation the terms and provisions of this purchase agreement and this paragraph in particular, notwithstanding anything to the contrary and any attachments hereto the terms and provisions of this agreement shall supersede and control Paragraph 1 of Attachment A. Additionally, the term "Amendments" referenced in Paragraph 1 of Attachment A shall be construed as applying, and is intended to apply to this agreement document. 11. PAYMENT. City shall a monthly service fee as provided for in Attachment A of this agreement within thirty (30) days of delivery or city's receipt of invoice, whichever is later. The aforemention' d total sum is inclusive of all applicak'11 taxes. 12. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 13. INDEMNIFICATION. To the fullest extent permitted by law, Comcast agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Comcast or Comcast's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its 2 DocuSign Envelope ID: 08678F34-ECOC-46F1-8B13-AD77DO4D7B63 officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 14. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto. 15. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 16. LIMITATION OF ACTIONS. Comcast shall not be entitled to, and hereby waives, any and all rights that it might have to. file suit. or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after two (2) years from the date of this Agreement. 17. NO OTHER AGREEMENTS. This Agreement is the only agreement between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral, written or implied, between the parties hereto regarding the subject matter hereof. This Agreement may only be altered or modified by written instrument signed by both parties. The person signing this Agreement certifies that s/he has been authorized by the Seller to commit the Seller contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written. COMCAST CABLE COMMUNICATIONS CITY OF ELGIN MANAGEMENT, LLC Jeffrey Cobb Print Name Docusigned by: JA Slg 'VA1 F59755403... VP SMB sales Title Richard G. Koza , City Manager Attest: 4City Clerk F:1Lega1 Dept\AgreementTomcast Purchase Agr for Service 10-16-20.docx DocuSign Envelope ID: 08678F34-ECOC-46F1-8B13-AD77DO4D7B63 ATTACHMENT A COMCAST COMCAST BUSINESS SERVICE ORDER BUSINESS Company Name: City of Elgin Order # 26234434 Service Location: Billing Location: Address 1 45 SYMPHONY WAY Address 1 45 SYMPHONY WAY Address 2 Address 2 City ELGIN City ELGIN State IL State IL Zip 60120 Zip 60120 Primary Contact Name Patrick Raddatz Billing Contact Name Patrick Raddatz Primary Contact Phone .:847' 931-5590 Billing Contact Phone (847) 931-5590 Primary Contact Email radda1Z_p9cityofelgin.orq Billing Contact Email raddatz_p@cityofelgin.org Tax Exempt Yes Service Term 24 Promo Code: Package Code: $250DataPackage_BI1G_2yr Package & Promotion Details Data Package for discounted rate of $250 for months 1-12, increasing to $270 for months 13-24, increasing to then regular rate in month 25. Package includes Business Internet 1 G/35 Mbps. 2 year term agreement required. All products in the package must be maintained to sustain the package rate. Additional $10 MRC discount with enrollment in EcoBill paperless billing and automatic payments through Comcasfs self-service online tool via https://business.comcast.com/myaccount within 30 days of service installation. If either EcoBill paperless billing or automatic payment service is cancelled during the promo, the monthly service charge automatically increases by $10.00. Equipment, installation, taxes and fees, including Broadcast TV Fee, Regional Sports Fee, regulatory recovery fee and other applicable charges extra and subject to change. Package Monthly Service Package Non -Recurring Package Services Included MY Charge' Charge? Business Internet 1 Gb 1 Data Package $ 250.00 $ 0.0' Equipment and Additional Service(s) Qty Additional Monthly Additional Non- Service Charge Recurring Charge 2 Equipment Fee Package Equipment Fee 1 $ 18.45 Additional Fees Standard Installation Fee 1 $ 99.95 Total Additional Charge S 18.45 $ 99.95 Monthly Service I Non -Recurring Charge2 Total Charge for Service Order $ 2658.451 $ 99.95 OrderForm Version v1 Page 1 of 3 DocuSign Envelope ID: 08678F34-EC0C-46F1-8B13-AD7713041371363 COMCAST COMCAST BUSINESS SERVICE ORDER BUSINESS Company Name: City of Elgin Order # 26234434 1 Charges identified in the Service Order Agreement are exclusive of maintenance and repair charges, and applicable federal, state, and local taxes, fees, surcharges and recoupments (however designated). z Non -Recurring Charges in the Service Order Agreement reflect activation and installation fees for this order. This excludes any custom installation fees. General Special Instructions AGREEMENT 1. This Comcast Business Service Order Agreement sets forth the terms and conditions under which Comcast Cable Communications Management, LLC and its operating affiliates ("Comcast") will provide the Services to Customer. This Comcast Business Service Order Agreement consists of this document ("SOA"), the standard Comcast Business Terms and Conditions ('Terms and Conditions"), and any jointly executed amendments ("Amendments") entered under the Agreement. In the event of inconsistency among these documents, precedence will be as follows: (1) Amendments, (2) Terms and Conditions, and (3) this SOA. The Agreement shall terminate as set forth in the Terms and Conditions (http://business.comcast.com/terms-conditions/index.aspx). All capitalized terms not defined in this SOA shall reflect the definitions given to them in the Terms and Conditions. Use of the Services is also subject to the then current High -Speed Internet for Business Acceptable Use Policy located at http://business.comcast.comlterms-canditionstindex.aspx (or any successor URL), and the then current High -Speed Internet for Business Privacy Policy located at http://business.comcasL.comlterms-conditions/index.aspx (or any successor URL), both of which Comcast may update from time to time. 2. Each Comcast Business Service ("Service") carries a 30 day money back guarantee. If within the first thirty days following Service activation Customer is not completely satisfied. Customer may cancel Service and Comcast will issue a refund for Service charges actually paid by Customer, custom installation, voice usage charges, and optional service fees excluded. In order to be eligible for the refund, Customer must cancel Service within thirty days of activation and return any Comcast-provided equipment in good working order. In no event shall the refund exceed $500.00. If you use the service in the first 30 days, you will be refunded your subscription fees, but charged the applicable one-time fee. 3. Modifications: All modifications to the Agreement, if any, must be captured in a written Amendment, executed by an authorized Comcast Senior Vice President and the Customer. All other attempts to modify the Agreement shall be void and non -binding on Comcast. Customer by signing below, agrees and accepts the Terms and Conditions of this Agreement. CUSTOMER SIGNATURE By signing below, Customer agrees and accepts the Terms and Conditions this Agreement. General Terms and Conditions can be found at FOR COMCAST USE ONLY Sales Representative Nelson Ortiz Sales Representative Code Sales Manager Name Edgar Garcia Sales Manager Approval Division Central SmartOfflce License Number OrderForm Version v1 Page 2 of 3 DocuSign Envelope ID:08678F34-ECOC-46F1-8B13-AD77DO4D7B63 COMCAST CONICAST BUSINESS SERVICE ORDER Company Name: Cit. of El Iin Order # 26234434 BUSINESS INTERNET CONFIGURATION DETAILS Transfer Existing Comcast.net No Equipment . DOCSIS 3.1 Device Number of Static Ips 0 Business Web No OrderForm Version v1 Page 3 of 3