Exhibit 10.7
CONTRACT
BETWEEN
COUNTY OF LANCASTER
AND
DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY
FOR FURNISHING
ENHANCED 9-1-1- SERVICES
LANCO-93-P-0201
MAY 5, 1994
CONTENTS
Contract
Contract Attachments
Request For Proposal as Amended Attachment #1
Best and Final Offer, April 28, 1994 Attachment #2
Clarifications to RFP Attachment #3
Lancaster County Resolution #00, Xxxxxxxxx 00, 0000 Xxxxxxxxxx #0
Xxxxxxxxx Xxxxxx Resolution #32, May 5, 1994 Attachment #5
Addenda, Errata, Bulletins to Contract Documents Attachment #6
Facility Lease Attachment #7
Tariffed Local Exchange Carrier Services Attachment #8
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AGREEMENT FOR THE PROVISION OF ENHANCED 9-1-1 SERVICES
THIS AGREEMENT ("Agreement") is made this 4th day of May, 1994, by and
between DENVER AND EPHRATA TELEPHONE AND TELEGRAPH COMPANY, a corporation
organized and existing under the laws of the Commonwealth of Pennsylvania, with
offices at 000 Xxxx Xxxx Xxxxxx, P. O. Xxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000
("Denver and Ephrata Telephone"), and the COUNTY OF LANCASTER, Lancaster,
Pennsylvania, a municipality existing under the laws of the Commonwealth of
Pennsylvania, with offices at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx
00000 ("County").
WHEREAS, the County of Lancaster, in its desire to make provision for the
establishment of Enhanced 9-1-1- Services ("E 9-1-1"), has issued a Request for
Proposals, Lanco 93-P-0201 (the "RFP") for the provision of such services, the
furnishing of a facility for use with the services and/or the performance of
facility security services for the facility used with E 9-1-1;
WHEREAS, Denver and Ephrata Telephone has submitted a response to the RFP
by which it has proposed to provide the services, equipment and facility
necessary for the establishment of an E 9-1-1 system (the "System");
WHEREAS, the County has agreed to allow Denver and Ephrata Telephone to
perform the services;
WHEREAS, the County and Denver and Ephrata Telephone desire to enter into a
formal "Contract," as the term is defined in the RFP, for the provision of E
9-1-1 Services to the County of Lancaster.
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, and for good and valuable consideration, receipt of which is hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:
1. Contract Documents. This Agreement consists of all of the "Contract
Documents" referred to in the RFP including the RFP, (the Instructions to
Proposers, the Schedule (Special Instructions, Special Terms and Conditions,
Scope of Work and Price Schedule), the Terms and Conditions, the Technical
Specifications and Addendum #1, dated April 2, 1993), attached hereto as
Attachment #1 and incorporated by reference herein, Denver and Ephrata
Telephone's Best and Final Offer, dated April 28, 1994 (the "Offer"), attached
hereto as Attachment #2 and incorporated by reference herein, the clarifications
to the RFP, attached hereto as Attachment #3 and incorporated by reference
herein, Lancaster County Resolution #74, dated September 22, 1993, attached
hereto as Attachment #4, and Lancaster County Resolution #32, dated May 4, 1994,
attached hereto as Attachment #5, and any and all addenda, errata, and bulletins
with respect to the Contract Documents issued prior to execution of this
Agreement, all of which are attached hereto as Attachment #6 and incorporated by
reference herein, and which constitute the "Contract" defined in the RFP. To the
extent that the terms and conditions contained in this Agreement vary from or
conflict with the Contract Documents, then this Agreement shall supersede the
aforementioned documents and the terms contained in this Agreement shall govern
and control. The terms and conditions of the Offer shall supersede the terms and
conditions of the RFP only to the extent any such
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term or condition of the Offer is specifically referenced therein as superseding
a specific provision of the RFP, and only with respect to such provision of the
RFP so referenced in the Offer. Any term or condition set forth in the Special
Instructions or Special Terms and Conditions included in the Schedule to the RFP
shall control over any conflicting provision otherwise set forth in the RFP to
the extent of such conflict. In no event shall Denver and Ephrata Telephone's
initial response, or any portion thereof be considered a "Contract Document."
2. Facility Lease. The terms and conditions of the Facility Lease, attached
hereto as Attachment #7 (the "Facility Lease"), are hereby incorporated by
reference herein.
3. Term and Termination.
(a) The contract period shall begin on the date this Agreement is
formally approved by the Pennsylvania Public Utility Commission ("PUC") or
deemed approved in accordance with the provisions of the Pennsylvania Public
Utility Code and shall continue until July 31, 2004 unless otherwise terminated
or extended in accordance with the terms of this Agreement or the Contract
Documents.
(b) In the event the Facility Lease is terminated for any reason in
accordance with the terms thereof, the County may terminate this Agreement: (i)
on the date of such termination of the Facility Lease or (ii) upon such date
specified by the County during the term of this Agreement.
4. Performance of Services. During the term of this Agreement and any
extension or renewal thereof, Denver and Ephrata Telephone agrees to perform the
services set forth herein and in the Contract Documents in accordance with the
Time Line included in the Offer.
5. Single Point Accountability. Denver and Ephrata Telephone agrees to be
responsible for all Services (as defined in the RFP) and for the operation of
the System and all equipment set forth in the Offer and related to System
operation and use (whether or not such equipment is provided by the County,
Denver and Ephrata Telephone, or a third party).
6. Regulated Services. Services provided by local exchange carriers are
subject to tariff rates, terms, and conditions approved by the PUC and any such
charges will be passed on and billed to the County pursuant to this Agreement. A
list of tariffed local exchange carrier services is provided in Attachment #8
hereto.
7. Single Billing Arrangement. Denver and Ephrata Telephone will provide a
Single Billing Arrangement whereby the County receives a "single xxxx" per month
for all E 9-1-1 services furnished by the various telephone companies and
vendors under this Agreement.
(a) The services provided by Denver and Ephrata Telephone under the
Single Billing Arrangement will include:
(i) Rendering a single monthly xxxx which includes the billed
charges of the various telephone companies and vendors furnishing E 9-1-1-
services under this contract.
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(ii) Receipt, processing and timely payment of invoices from the
various telephone companies and vendors.
(iii) Verification of unit quantities in service, applicable
rates, and an arithmetic computation of billed charges.
(iv) Single point of contact for billing inquiries.
(v) Application and recording of payments credited and
adjustments authorized.
(b) The administrative charge for the single Billing Arrangement is as
follows:
(i) A one-time charge of Nine Thousand Seven Hundred and 00/100
Dollars ($9,700.00) for the initial setup of the Single Billing Arrangement,
payable in accordance with Term 56 of the RFP, as modified by the Offer.
(ii) A recurring charge of $2,000.00 per month, commencing on the
date the first "single xxxx" is provided by Denver and Ephrata Telephone to the
County.
8. Grant of Title.
(a) Pursuant to "Ownership/Title" under the Special Terms and
Conditions: Schedule of the RFP, "Work" shall mean (i) any materials created or
provided to the County by Denver and Ephrata Telephone in connection with the
creation, modification or upgrading of the System (including but not limited to
any computer data bases, software, specifications (technical or other) manuals
or documentation), (ii) any inventions or discoveries conceived or actually or
constructively reduced to practice in the performance, the creation,
modification or updating of the System, and (iii) the copyright, patent, trade
secret or other proprietary rights therein, except to the extent that third
parties not affiliated with Denver and Ephrata Telephone own the proprietary
rights in such materials, inventions or discoveries.
(b) Denver and Ephrata Telephone acknowledges and agrees that it has
been engaged by the County for the purpose of inventing and creating
confidential and/or proprietary materials for the County. Denver and Ephrata
Telephone agrees that all Work arising from Denver and Ephrata Telephone's
services to the County shall be deemed "works made for hire" for the County
within the meaning of the copyright law of the United States and any similar or
analogous law of any other jurisdiction. Accordingly, the County shall be the
sole and exclusive owner of all such Work for all purposes. Should any court of
competent jurisdiction ever hold that any such Work does not constitute a "work
made for hire," Denver and Ephrata Telephone hereby irrevocably assigns to the
County, and agrees that the County shall be the sole and exclusive owner of, all
right, title and interest in and to such Work.
(c) Denver and Ephrata Telephone agrees to disclose promptly to the
County all inventions or discoveries conceived or actually or constructively
reduced to practice in connection with the performance of services to the County
hereunder. Denver and Ephrata Telephone hereby irrevocably assigns to the
County, and agrees that the County shall be the sole and exclusive owner of, all
right, title and interest in and to any such inventions or discoveries and the
patent, trade secret and other proprietary rights therein.
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(d) Denver and Ephrata Telephone agrees to cooperate with all lawful
efforts of the County to protect its rights in and to all Work and the System.
At the request of the County, Denver and Ephrata Telephone agrees to execute any
instrument or documents in order to register, establish, acquire, prosecute,
maintain, perfect or defend the County's rights in and to the Work and the
System.
(e) In the event Denver and Ephrata Telephone should later desire to
utilize any Work on its own behalf or for a third party, the County and Denver
and Ephrata Telephone may request, and the County may approve, in its sole and
absolute discretion, the use and/or license, and the terms thereof, of all or
any portion of the Work or the System. In consideration of such use and/or
license Denver and Ephrata Telephone shall pay to the County a fee or royalty to
be specified, determined and agreed upon by the County and Denver and Ephrata
Telephone prior to the commencement of such use and/or license.
9. General.
(a) Notices. All notices and other communications required or
permitted to be given under or by reason of this Agreement shall be in writing
and shall be deemed to have been properly given when delivered in person to the
person to whom the notice is directed, or one business day after deposit with an
overnight delivery service, or three business days after deposit in the United
States mail, certified mail, return receipt requested (addressee only), first
class postage prepaid, to the parties addressed as follows:
If to the County: Lancaster County-Wide Communication
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
If to Denver and Ephrata
Telephone: Denver and Ephrata Telephone
and Telegraph Company
Vice President
000 Xxxx Xxxx Xxxxxx
P. O. Xxx 000
Xxxxxxx, XX 00000
(b) Remedies Cumulative. All rights and remedies of the parties
evidenced herein or available under applicable law shall be cumulative. In the
event either party hereto shall on any occasion fail to perform any term of this
Agreement, and the other party shall not enforce that term, the failure to
enforce on such occasion shall not prevent enforcement on any other occasion.
(c) Severability. In the event that any part of this Agreement is
unenforceable under applicable law, such unenforceability shall not affect any
other provision, and this Agreement shall be construed as if such unenforceable
provisions had never been contained herein.
(d) Headings. The headings in this Agreement are for convenience only
and shall not be construed to define or limit any of the terms herein or affect
the meanings or interpretation of this Agreement.
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(e) Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first set forth above.
COUNTY OF LANCASTER, Denver and Ephrata Telephone and
PENNSYLVANIA Telegraph Company
By: /S/ Xxxxx X. Xxxxx By: /S/ Xxxx X. Xxxxxxxx
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By: /S/ Xxxxx Xxxxxxxx Title: President
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By: /S/ Xxxx Xxxxxxx
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Commissioners
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