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AG 97-015 .:s. CITY OF FEDERAL WAY LAW DEPARTMENT CONTRACT PREPARATION/DOCUMENT REVIEW/5IGNATURE ROUTING SLIP ., , - c?t';þi.;¡.^~~\fpEPT./DIV.: /-15 ~~.s . 2. ORIGINATING STAF"F" PERSON: f'l.Lh J.... &kEXT:~3. DATE REI¡!. By: ;¿/ S' /C/7 , . 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 'LU. THAN .'.,DDD' 0 PURCHASE AGREEMENT 'M4TEO,^~. BU'PUE., .'U'PMENTI 0 SECURITY DOCUMENT IE.... A.OEEMENT . P.o'/MAON BOND, A..'.NMENT 0' 'UNO. 'N LIEU 0' BOHO' 0 CDNTRACTOR SELECTION OOCUMENT IE..., R'B, R'P, RF"D' 0 CDNTRACT AMENDMENT AG#: 0 EASEMENT 0 OTHER 0 REAL ESTATE PURCHASE & SALES AGREEMENT 'RrN'-'/- e.-1I I ('I y /a $ 5. PRO..oECT NAME: ()c./j 6. NAME OF CONTRACTOR: /.).. . 5. We-ç.'¡ ADDRESS: j;/ OF>' p/JJ#te.~ PHONE: TAX 10#/SS#: TITCE: TYPE OF" PERSON OR ENTITY (CHECK ONE): 0 INDIV'OUAC 0 PARTNERSHIP 0 SOLE PRDPRIETORSHIP STATE: 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) '" OALCULATEO OH HOUOLT ~.OO OHAO.. . AmOH 'CHEOULU 0' EMPLOYE" TOTL£8 AND HOUOLT RATn' Is SACES TAX OWED? 0 YES 10. SELECTION PROCESS USED (CHECK ONE): 0 REQUEST mp BIDS 0 REQUEST mR PRDPOSACS 1 1. CONTRACT REVIEW ~'PECTDR , CAW (ALL CONTRACTS) 'AL: ::'~:~:T~':~:E:T AMEHOMENTO, COHTOAOTOO 8£LECTOON DOCUMENT' 1 2.1~::::B:I:NATURE ROUTING 'J5Z:.w OEPARTMENT ~ C'TY MANAGER ~CERK ONo IF' YES, MAXIMUM OOCLAR AMOUNT: $ 0 No IF" YES, $ 0 CONTRACTOR PAID BY: OCITY 0 REQUEST F"DR QUDTES 0 REQUEST F"OR QUALlF"lCATIDNS 0 ARCHITECT & ENG'NEER CIST 0 SMACL WDRKS RDSTER INITIAUDATE ApPROVED ~ ~'~'74- ))¿;'J ~-' '-. ;Z . /()~<'? r~c f//L (1/ z -No 77 ( ð~ e . 0 SIGNED CDPY BACK 1¡° DPIGINAT'NG DEPT. 0 ASSIGNEDAG# 7'¡5 /Z~t I 0 PURCHAS'NG: PLEAS~H;;;~' ~ ~ -.r-O /é'd/. ¿-Q~'> ~ ) i ::::ENTS 1/'5 ctJ"l,..od' ¿..¡,.(( cY(O~~~()'YI(Ã.?-- 'our G-9¡( o.JJ.r-a~t-> I I ~J: r,,(p.JM.v, (L5-I,JO;,.f---Þ.ûmbu""), rt!ifJOnS; J,f~ G.í E-9fj {).J.l~!>\ aÞ I WH'TE - OO'G'NAL om. W'TH OOHTOAGT CANART - GLG., TC 'Tm .'NK - LAW 0,",. GOLOENRao - O.'.'NATONG moo LO'O' 'R.. .'oso AS ql-15 , 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 , 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 Page 2 \ 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 SEA-96J231-260I/G Page 3 \ 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. January 9, 1997ÆJWIFEDWAY SEA-961231.260I/G Page 4 \. 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 SEA-961231-260IlG Page 5 , 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 SEA-961231-260IlG Page 6 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 Januazy9, 1997IEJWIFEDWAY SEA-961231.2601lG Page 7 \ 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 SEA-961231.2601IG Page 8 , 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