AG 97-015 - U S WEST
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CITY OF FEDERAL WAY LAW DEPARTMENT
CONTRACT PREPARATION/DOCUMENT REVIEW/5IGNATURE ROUTING SLIP
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2. ORIGINATING STAF"F" PERSON: f'l.Lh J.... &kEXT:~3. DATE REI¡!. By:
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4. TYPE OF" DOCUMENT REQUESTED (CHECK ONE):
)( PROF"ESSIONAL SERVICES AGREEMENT
0 MAINTENANCE/LABOR AmREEMENT
0 PUBL'C WORKS CONTRACT
0 SMALL PUBCIC WORKS CONTRACT
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0 PURCHASE AGREEMENT
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0 CDNTRACTOR SELECTION OOCUMENT
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6. NAME OF CONTRACTOR: /.).. . 5. We-ç.'¡
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TYPE OF" PERSON OR ENTITY (CHECK ONE):
0 INDIV'OUAC
0 PARTNERSHIP
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0 CORPDRATION
SIGNATURE NAME:
7, SCOPE OF WORK: ATTACH EXHIBIT A - A COMPCETE AND DETAICED DESCRIPTION OF" THE SERVICES OR SCOPE OF'
WORK, INCCUOING COMPCEnON DATES F"OR EACH PHASE OF" WORK AND CO CATION OF" WORK,
B. TERM: COMMENCEMENT DATE:
COMPCEnON DATE:
REIMBURSABCE EXPENSES:
0 YES
9. TOTAL COMPENSATION: $ IINCCUDES EXPENSEB AND SACES TAX, IF" ANY)
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10. SELECTION PROCESS USED (CHECK ONE):
0 REQUEST mp BIDS
0 REQUEST mR PRDPOSACS
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Billing Number 206 T31-0161 & 206 T31-0170
Agreement Number SEA-961231-2601
U S WEST NETWORK SERVICE AGREEMENT
GENERAL TERMS
Intrastate
This is an agreement between City of Federal Way ("CUSTOMER") and US WEST
Communications, Inc. «lUSWC"), for the provision of the USWC Service defined on Attachment I
("Service"), which is incorporated herein by this reference. Where Attachment I conflicts with these
General Terms, Attachment I will prevail.
1. SCOPE. Under this Agreement, USWC shall furnish and CUSTOMER shall pay for
Service as defined on Attachment 1. USWC shall provide Service up to the Standard Network Interface
("SNI") at CUSTOMER's premises. The SNI is that location where USWC's protected network facilities
end and CUSTOMER's inside wire or network begins. USWC provides Service in accordance with the
applicable Tariff, Price List, and/or Catalog ("Tariff") which governs Service in the state Service is
provided, incorporated herein by this reference.
2. TERM. This Agreement will commence on the latest signature date, provided mandatory
filing requirements are met. Service shall be provided on a month-to-month basis.
3. CHARGES AND BILLING. CUSTOMER agrees to pay the charges for Service as
specified on Attachment I. These charges do not include applicable taxes imposed by law.
CUSTOMER shall pay each bill in full by the payment due date on each bill. Where permitted by law,
late payment charges shall be assessed according to Tariff, or law. The charges for Services under this
Agreement, including any and all discounts to which CUSTOMER may be entitled, will be offered and
charged to CUSTOMER independently from and regardless of the CUSTOMER's purchase of any
customer premises equipment or enhanced services from USWC.
with or without
4. TERMINATION. Either party may terminate this Agreement fcrrl cause provided
written notice specifying-the--etIuse-fuIo--!ermfltation--ftftt!.."C< tIeSflBg---eof'l'ðOtÌÐfl-wit. ¡HHfti~~~ is
given the other party~e-is-,,**-eeff-eeteè within SllGh-thirty (30) day period. Cause is any
material breach ofthe terms of this Agreement.
5. INTERRUPTIONS TO SERVICE. Tariff specifies the credit allowance due
CUSTOMER, if any, for interruptions to Service which are not caused by CUSTOMER's negligence.
6. PERSONAL INJURY; PROPERTY DAMAGE. Each party shall be responsible for
any actual physical damages it directly causes to the other in the course of its performance under this
Agreement, limited to damages resulting from personal injuries, death, or property damage arising from
negligent acts or omissions; PROVIDED HOWEVER, THAT NEITHER PARTY SHALL BE LIABLE
TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL
DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF
BUSINESS, OR LOSS OF PROFIT.
7. LIMITATION OF LIABILITY. USWC SHALL NOT BE LIABLE TO CUSTOMER
FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS
Janu8J)'9, 1997ÆJWIFEDWAY
SEA-961231.260l/G
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OF PROFIT. EXCEPT AS PROVIDED UNDER "PERSONAL INJURY; PROPERTY DAMAGE"
ABOVE, ANY USWC LIABILITY TO CUSTOMER FOR ANY DAMAGES OF ANY KIND UNDER
THIS AGREEMENT SHALL NOT EXCEED, IN AMOUNT, A SUM EQUIVALENT TO THE
APPLICABLE CREDIT FOR INTERRUPTIONS TO SERVICE UNDER THIS AGREEMENT.
REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE
EXPRESSLY DESCRIBED IN THIS AGREEMENT.
8. NO WARRANTIES. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
9. UNCONTROLLABLE CmCUMSTANCES. Neither party shall be deemed in
violation of this Agreement if it is prevented from performing any of the obligations under this
Agreement by reason of severe weather and storms; earthquakes or other natural occurrences; strikes or
other labor unrest; power failures; nuclear or other civil or military emergencies; acts of legislative,
judicial, executive or administrative authorities; or any other circumstances which are not within its
reasonable control.
10.
DISPUTE RESOLUTION.
10.1. Other than those claims over which a regulatory agency has exclusive jurisdiction, all claims,
regardless of legal theory, whenever brought and whether between the parties or between one of the
parties to this Agreement and the employees, agents or affiliated businesses of the other party, shall be
resolved by arbitration. A single arbitrator engaged in the practice of law and knowledgeable about
telecommunications law shall conduct the arbitration in accordance with the then current rules of the
American Arbitration Association ("AAA").
10.2. All expedited procedures prescribed by the AAA shall apply. The arbitrator's decision shall be
final and binding and judgment may be entered in any court having jurisdiction thereof.
10.3. Other than the determination of those claims over which a regulatory agency has exclusive
jurisdiction, federal law (including the provisions of the Federal Arbitration Act, 9 U.S.C. Sections 1-16)
shall govern and control with respect to any issue relating to the validity of this Agreement to arbitrate
and the arbitrability of the claims.
10.4. If any party files a judicial or administrative action asserting claims subject to arbitration, and
another party successfully stays such action and/or compels arbitration of such claims, the party filing
the action shall pay the other party's costs and expenses incurred in seeking such stay or compelling
arbitration, including reasonable attorney's fees,
11. LAWFULNESS. This Agreement and the parties' actions under this Agreement shall
comply with all applicable federal, state, and local laws, rules, regulations, court orders, and
governmental agency orders. Any change in rates, charges or regulations mandated by the legally
constituted authorities will act as a modification of any contract to that extent without further notice.
This Agreement shall be governed by the laws ofthe state where Service is provided.
12. SEVERABILITY. In the event that a court, governmental agency, or regulatory agency
with proper jurisdiction determines that this Agreement or a provision of this Agreement is unlawful, this
Agreement, or that provision of the Agreement to the extent it is unlawful, shall terminate. If a provision
January 9, 1997IEJWIFEDWAY
SEA-961231-260IlG
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of this Agreement is tenninated but the parties can legally, commercially and practicably continue
without the tenninated provision, the remainder of this Agreement shall continue in effect.
13.
GENERAL PROVISIONS.
13,1. Failure or delay by either party to exercise any right, power, or privilege hereunder, shall not
operate as a waiver hereto.
13.2. This Agreement shall not be assignable by CUSTOMER without the express written consent of
USWC.
13.3.
This Agreement benefits CUSTOMER and USWC. There are no third party beneficiaries.
13.4. This Agreement constitutes the entire understanding between CUSTOMER and USWC with
respect to Service provided herein and supersedes any prior agreements or understandings.
The parties hereby execute and authorize this Agreement as of the latest date shown below:
City of Federal Way
-Jf!Æ ¡) ~t~
Aut oriz d Signa re
US WEST Communications, Inc. / -\
~"'/J~J~~
Authorized Signature
f' Kenneth E. Nyberg
Name Typed or Printed
2~,,+L.I.:.M A. &.¿T...eA-d
Name Typed or Printed
City Manager
Title
Æ~dr ~¿~~
Title
c9/?! 97
Date
/~ ¥.-97
Date
Address for Notices
Address for Notices
January 9, 1997/EJWIFEDWAY
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ATTACHMENT 1
US WEST PRIVATE SWITCH/AUTOMATIC LOCATION IDENTIFICATION SERVICE
1.
SCOPE.
1.1. Service allows customers using a private telephone switch such as a Private Branch Exchange
(PBX), Cellular or other telephone service switch located on a customer premises to forward Automatic
Number Identification (ANI) infonnation, identifYing the individual station line to a 911 system, via
dedicated Service transport facilities. Service is also available to Centrex/Centron customers who wish to
provide the 911 system with more specific location and routing infonnation. Service is employed to allow
for the storage and retrieval of Automatic Location Identification (ALl on a 911 call, and/or for selectively
routing that call to the appropriate Public Safety Answering Point (PSAP». The accuracy of the data base
records for ALl and Selective Routing is established based on the infonnation provided by CUSTOMER to
USWC. USWC cannot guarantee or confinn the accuracy of CUSTOMER-provided infonnation.
CUSTOMER's private switch main locations to be include in this agreement are found in Attachment lA,
incorporated by reference.
1.2. USWC may provide certain other services to CUSTOMER in conjunction with Service (such as
exchange access), which are not included in this Agreement. USWC and CUSTOMER shall be responsible
for any other services in accordance with existing Tariffs, including payment of applicable charges.
Nothing in this Agreement is intended to waive, limit, or alter those Tariffs.
Féð¿u,l4f¿ý :;1.1-
1.3. The estimated installation date for Service is Jlkuu=y 19,1997; however, USWC will not be liable
for delays in the installation of Service regardless of the reason.
2.
CUSTOMER's RESPONSmILITIES.
2.1. CUSTOMER must provide a single point of contact as well as written documentation to USWC
and the Public 911 jurisdiction stating that the affected PSAPs are able to accept and dispatch calls for those
private switch stations, and to identifY area boundaries and to provide any Master Street Address Guide
("MSAG") additions or modifications that are required.
2,2. CUSTOMER's private switch must provide a full seven-digit numbering system and the associated
ANI for every station within the private switch. This infonnation must be approved by USWC prior to
implementation to assure that no conflict exists between the private switch numbering plan and the USWC
overall numbering plan.
2.3. If the seven-digit number is not dialable, CUSTOMER is responsible to identifY the associated call
back number to be populated in the database in a standard fonnat as provided by USWC.
2.4. CUSTOMER must also maintain and provide to USWC complete and current telephone number
and address data in the agreed-upon fonnat and within the time schedules required to maintain the ALl data.
2.5. CUSTOMER's private switch must be capable of recognizing the "911" or "9911" code as a
complete dialing sequence and routing those calls to the Service trunk group.
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2.6. CUSTOMER agrees that it will develop and establish methods and procedures to prevent the use or
misuse of the voice grade trunks for other than 911 service.
2.7. CUSTOMER shall be fully liable for the USe or misuse of the voice grade trunks in the event its
methods and procedures faiL USWC shall have the right to terminate this Agreement as a result of USe or
misuse of the voice grade trunks for other than 911 service.
2.8. For each private switch location listed in Attachment lA, where the private switch resides on
CUSTOMER's premises, CUSTOMER agrees to order a minimum of two Service trunks between the main
private switch location and the 911 system. The number of Service trunks employed should be adequate to
allow for a P.O 1 grade of service for each location.
2.9. CUSTOMER must develop, validate and install PC hardware (or equivalent) and software for
ongoing CUSTOMER record update programs and processes. CUSTOMER is responsible for any data
base corrections identified by USWC.
2.10. CUSTOMER must meet USWC hardware, software and file specification requirements as deemed
in the USWC PS/ALI Specification and Installation Guide.
2.11. CUSTOMER agrees to provide updates or positive acknowledgment of zero updates to USWc.
CUSTOMER may choose the frequency of the updates (daily, weekly, or monthly) and shall advise USWC
in writing of the frequency chosen. CUSTOMER may change the frequency of its updates by written notice
to USWC,
3.
USWC's RESPONSffiILITIES.
3.1. USWC will provide a minimum of two Service trunks for each main location listed in Attachment
lA, where the private switch resides on CUSTOMER's premises to the 911 system and will suggest and
provide trunks to maintain a P.O 1 grade of service for CUSTOMER.
3.2. USWC will provide to CUSTOMER the information required to order the private switch interface
specifications, Service data file format specifications, and the USWC custom Service Order Transfer
System ("SOTS") file software including software installation and file transfer instructions.
3.3.
USWC shall maintain the 911 database using updates as provided by CUSTOMER.
3.4.
USWC shall retain CUSTOMER's update file for seven (7) days for back-up and/or recovery
purposes.
4. MOVES, CHANGES. Any changes to this Agreement may be made only by written
amendment signed by both parties hereto.
5. TERMINATION. Either party may terminate this Agreement by providing the other
party thirty (30) days written notice of termination.
6. CHARGES. CUSTOMER shall pay charges for Service as stated in Attachment IB,
incorporated by reference.
Januwy9,1997ÆJWIFEDWAY
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7.
CONFIDENTIAL INFORMATION.
7,1. USWC may receive or have access to written or oral records and infonnation which CUSTOMER
considers to be confidential and proprietary, including but not limited to, technical infonnation such as
specifications, drawings, guidelines, models and other types of infonnation which relate to CUSTOMER's
present and future development of business activities. Such infonnation shall be designated by
CUSTOMER as confidential and/or proprietary and USWC shall hold such confidential or proprietary
infonnation in trust and confidence for CUSTOMER; shall use it only for the purposes pennitted
hereunder; and shall deliver to CUSTOMER all such records and infonnation, in written or graphic fonn,
upon expiration or tennination of this Agreement.
7.2. CUSTOMER infonnation contains names, addresses and telephone numbers of CUSTOMER's
subscribers, including subscribers having non-published and non-listed telephone service. CUSTOMER
understands and agrees that there are certain duties and responsibilities imposed by this Agreement and by
law or Tariffwith regard to the confidential and private nature of the infonnation.
7.3. Nothing in this paragraph shall be construed to limit the use of or dissemination by USWC of such
infonnation as is previously known to USWC or is publicly disclosed by CUSTOMER either prior to or
subsequent to USWC's receipt of such infonnation from CUSTOMER. ¡nfonnation shall not be deemed to
be in the public domain or in USWC's possession or knowledge merely because such infonnation is
embraced by more general infonnation in the public domain or in USWC's possession or knowledge.
January 9. 1997IEJWIFEDWAY
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ATIACHMENTIA
TO
US WEST PRIVATE SWITCWAUTOMATIC LOCATION IDENTIFICATION SERVICE
PRIVATE SWITCH LOCA nON:
33530 1st Wy S
Federal Way, W A
206661-4000
SERVING CENTRAL OFFICE:
Tacoma Waverly
911 CONTROL OFFICE:
SITL W A06CG3
911 SYSTEM:
Seattle
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ATTACHMENT 1B
TO
US WEST PRIVATE SWITCH/AUTOMATIC LOCATION IDENTIFICATION SERVICE
These charges are based on USWC receiving updates from one single location for the Private
Switch listed on Attachment IA. The updates will be in separate "account files," one for each 911 system.
USWC will not accept updates on a call-in basis. Any scheduled updates missed by CUSTOMER will wait
and occur at the next scheduled update time.
1. Service Feature: Unit Price! Unit Price! Total Price! Total Price!
Combined Automatic Recurring! Nonrecurring! Recurring Nonrecurring
Location Identification
(ALl) and Selective
Routing (SR)
Per 1,000 records. $51.94 $373.42 $51.94 $373.42
Per incoming trunk"" $40.92 $409.14 $81.84 $8 I 8.28
2. Transport:
Service Provisioning
First Circuit $0.00 $299.67 $0.00 $299.67
Each Additional $0.00 $114.27 $0.00 $114.27
Network Access Channel $7,84 $0.00 $15.68 $0.00
Channel Performance $4.69 $II8.01 $9.38 $236,02
Transport Mileage
Fixed: $20.90 $71.32 $41.80 $142.64
Per Mile: $0.14 $0.00 $6.44 $0.00
Total: $207.08 $1,984.30
" Rounded up to the nearest 1,000.
"" Minimum of two. Does not apply if Service Feature is ALl only,
Janu"1'9,1997/EJWIFEDWAY
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U S WEST CommunicatIons Services, Inc,
U.S. Bank Cenlre
1420 Fmh Avenue, Suite 1400
Seattle, Washington 98101
Business & Governmenl Services
U.l-WEST
COMMUN/CATfONS@
January 17, 1997
Mehdi Sadri
Information Systems
City of Federal Way
33520 1ST Way South
Federal Way, Washington
98003
Dear Mehdi:
Here are the revised PS ALl contracts for your signature. Please sign and keep
one set for your files and mail the other set to me at 1420 5th Avenue, Suite
1400, Seattle, Washington 98101.
If you have any questions, please call me on (206) 224-1062.
Sincerely
~
Lina Beltran
Account Consultant