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Home My WebLink About3746 RESOLUTION NO. 3746 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT FOR TELEPHONE TRUNK LINE SERVICES BETWEEN THE CITY OF AUBURN AND QWEST BUSINESS AND GOVERNMENT SERVICES FOR THE PURPOSE OF MAINTAINING THE CITY'S TELEPHONE TRUNK LINE SYSTEM. THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING, DULY ASSEMBLED, HEREWITH RESOLVES AS FOLLOWS: Section 1. The Mayor and City Clerk of the City of Auburn are hereby authorized to execute an Agreement for Telephone Trunk Line Services between the City and Qwest Business and Government Services for the purpose of maintaining the City's telephone trunk line system. A copy of said Agreement is attached hereto, designated as Exhibit "A" and incorporated by reference in this Resolution. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. This Resolution shall be in full force and effect upon passage and signatures hereon. Resolution No. 3746 July 13. 2004 Page 1 of 2 DATED AND SIGNED this ATTEST: 1#t&'d~ . Da elle Daskam City Clerk A(j1j;lf O,"'el B. Held ~ City Attorney Resolution No. 3746 July 13, 2004 Page 2 of 2 ?r--cL day of August 2004. CITY OF AUBURN ~~ -=-~ PETER B. LEWIS MAYOR MAY 26 2005 21 :50 FR QWEST BGS MARKETING206 224 8994 TO 1145 P.01 AUG 25 2004 17:06 FR QWEST EG5 206 224 1148 TO S1612SZ95~eZ P.ii1Z " . Agreement Number: WA!5()192 QWEST ISDN PRS, AND/OR DliS ADVANCED AND/OR UAS BULK RATED AGREEMENT This is an Agreement by imd between CITY OF AUBURN ("CuiWmw") Ilnd awest Corporation ('Qwe\lt") for the provision of QNest Bulk Rated Integrated Service! Digital Network PrImary RIlle Service ("ISDN PRS') Md/er Bulk Rated DIgllll1 Swilch!!d Service Advanced ("DSS Advaneed") andlor Bulk Rated Uniform Acceas SOlution Service ('UAS') (indiVidually and collectively referred to IIIl 'Servlce'). 1, Scope. 1.1 L"DN PRS. If Customer purchases ISDN PRS. QweGI shall provide digitllllntraLArA, intrastate, switched local exchange tllle<::ommunication8 service uUlizlng ISDN F'RS teehnology that hn81l0m and distributes voice, dati. Image, and/or facsimile communiaaUons separatety or simultaneously over the pubio. sw!tl:hed, local exohange netwo~, ISDN PRS componenli include a OS1 tacml)', an ISDN PRS service configul"!lllon, and trunks as indk:ated on Exhibit 1. Which Is incorporated herein by this reference, ISDN PRS operates at 1.544 megabili per lI800nd (Mbps), ISDN f'RS" may be ooofigul'81:las 23 B channels and one 0 channel, 24 B channels only (248), or 23 B channels and one back-l.lp 0 cl1Mnel (23B+BUO). Each B channellransmlts voice Dr dillll at 64 kilobits per Gecond (Kbps), Thl!: 0 channel carries slgnalln9 Information at 64 Kbps. 1.2 IsnN PRS.UAS. If Customer purchases ISDN PRS, CUstomar may also select Uniform Aceels SOlution service as an optional feature as that service Is defined In the Tariff (defined In Section 1.5) under Primary Rllll'l Service. ISDN PRS-UAS Is digital Gervice with slngJe.number route indeXing, which Inc:ludes a OS1 facility with QOmmon equipment, and a network connection which provides for local exchangl!l, loll netwo~ access, Each OS1 facility utilizes the channels configured as: (a) In-only trunklng; or (b) Two-way trunklng. ,..-. 1.3 DSS Advanced. If Customer purchases DSS Advanced, Owest shall provide Customer with the use of (a) a dig~al 081 facility, as indicated on Exhibit 1; (b) common equipment to interconnect with Qwesfs local exchange swllehlng office; and (c) lIdvaneed, flat usage lI'unks end DID lrullk tennination for eeeess 10 the local exchallge and toll networks. OSS Advanced operatell 011 a. maximum speed of 1.544 Mbps. 1.4 UAS. It Customer purchases UAS, OWesl shall provide Cu..tomer with dlgltel servtce with single-number route Indexing. which includes a DS1 facjl~y with common equipment, ~i indio$l8d on Exhlb~ 1. and a netwo~ connei:ltlon which provides for loeal exch~nge. loll netWork access. Each DS1 tilcility ulili%es the channels configured aa: (a) IrKlnly lrunking: or (b) Two-way trunkln;. 1.5 Qwest shall provide Servioe In acccrdance wlth the appUcable Stale Tariff, Price List, lind/or Catalog ('Tarifl") which governs Servicfil in the state Service ji provided. and which Tarlff(s) Is incorporated herein by this reference. In stales where Owest ill required to offer Service per Terifr, any conflIct between the Tariff end Ihi! Agreement shall be resolved in favor 0' the Tariff, 1.6 Customer r&fjresents and warrenta that It Is not a provider of Voice ovsr Intemel Protocol ("VoIP") services, If et any time during the Term of this Agreement thIs representatiOll and wa.rranly Is no longer accurate, Customer agrees to notify Owesl and execute a new agreement 2. Tarm. 2,1 This Agreement shall bec;ome effeellve on the dale on whioh it is executed by Owe!t following Customer's execution of this Agreement ("Effective Dale') and shell expire ( 36) months from the dats Service Is available to Customer under this Agreement. as evlde!"lC8d by Owest records ("Tenn'). The Minimum Servtce Period for Service is twelve (1.:2) months ('Minimum Sllrvice Period'). Any Service installed for twfillvfil (12) eonseCUllv8 monlhs prior to the Effective Date of this Agreement shall be deemed to have met the Minimum Service Period, 2.2 Should Qwesl continue to provide Service lifter this Term without a further agreement. the service ch"rgtOs will oonverl to the applicable month-Io-month rate under the ti'rms and conditions of tM applicable Tariff. or in its ebsence, this Agreement. .--- , 3. Service ProvidBd. 3.1 Owes! wm provide and maintain the Service allhe 10Clilliena and In the Quantities specified in exhibit 1. Coll)ll'ighl @ 2004 QweS\. All Flights ReeeNed. Papel v1.051704 PRSIUASIOSS . BU~K MAY 26 2005 21:51 FR QWEST BGS MARKETING206 224 8994 TO 1145 P.02 AUG 25 2004 17:07 F~ QWEST BG5 206 224 1148 TO 818128295382 P.1!J3 r-.. r- 3.2 Qweat shall notify Cu5tomer of the dale 8eNfea is available for use. In the event Custol'ner informs Owest that It is unable or unwilling to ~~t Ssrvlce at suoll Ume, the subjKl Service wJII be held available for CUstomer for a period not to exceed thirty (30) bUsiness doys from auch date ('Grace Peried'). If after the Grace Period, Customer sUII has not llQCepted Service, Owest may either: (a) comm ance with regular monthly billing for the subio:et Service; or (b) terminate the subject S/lrvlel> and invoice Cualomer for any applicable charges pursuant to Section 6.2. Including the entire NRCs. 4. Charges and Billing, 4,1 C1JstomBl' shall pay the total monthly reCUrring charges iMRC'l end nonrecurring charges ('NFtC') specllled In exhibit 1. Customer shall ~ each bill in fuM by the payment due dala on each bnl ('Oue Oat...), My M'Iount owed and not received by Owes! by tha Due "ate shall bt considered past due and iUbJect to a late charges a8 speoltled by Tariff, and If there Is no such rate specllled by Tariff, the lall Charge shaM be equllllO one and one half pen:ent C1}i~) pet monlh or the maximum a110Wllf.1 by law. whichever is less, 4.2 In addition to the MRC and NRC, CulltOmer Is responsible for an taxes, surcharges and similar type charges ....seued on Customer's S'Irvice ("Taxes'), Owest may modify the payment lenns or require other reasonab18 assurance of payment if Qwest reasonably deems it&elf InseOllre with respect to CUatomer's ability to pay, 4,3 The charges for Service under this Agreement. ineludlng any and ell discounts to which Cuslomer may be anliUed. will be otIered and oherged to Customer independenUy from and regarclleee of 1he CUslomer's purchase of any CUlitomer premises equipment of enhanced eeMcee from Qwesl 4.4 If Service is 1'01 e\tlllWlllble in CustQme~s swild'l, InIt!toffice m~aaglll "'RCe and NFtCs for \rilnsport between twitches shall apply, &. Service Chang.. 5.1 ~. Customer mey movlll the physical location of all or part of Service to another location within a Qwest serving Brea, provided ths following rondlt1ons for the movI are met; (a) Service moved to tl'le n_locatlon . is provided to Customer by Qwest; (b) Customer advises Qwnllhal Service at the new IOOiltion rePlaces Ixlsllng Service; (0) Customer's requests for Il'le disconnection of the eXisting Service and thl installation of Servioe at the new locetion ere received by Oweet On the same date; Cd) Customer requests that Qwest inGtal11l'le Servo at tile new looetion on or prior to the dilicooneetion date of the existing Service: (e) Customer agref;l$ to ex8QJ1e a written amendment evidencing the move; and (I) Customer agreali to pay all applicable rate and chargaa for the reQlI98lecl move end Service at the new location. 5,2 Additions to Service, Service InllY be added up 10 twelve (12) months prior to the explretion dlto af thi. Agreemen~ at the rates in effec:t at ttJe time of such addition. awe.t will SUpply such additions to Customer, subject to the following conditions: (a) Cuslomer executes an appropriate amendment for such service; (b) OwGet commen:ially offers such additiorn; and n!lClll8s8ry facUlties are technically and praQl1cebly available; and (0) a new Minimum $eNioA Perlod Is established for each new addition to Service, ........, , 5.3 NolWltllstanding Section 5.2, SllVIoe may be added during thll twelve (12) mont/'is prior to the expiration detlll of Inls Agreement. under the following cfrcumstances: (i) Cuslomer and Qwesl renegotiate and execute a new agreernent that would Include existing Service plus the addlUonal Service; (ii) Service Is ordered pursuant to a nllW and separate agreement, or (ill) Servioe is ordered under the montl1-to-month tariff rates then in effect. 6. . Termlnaticm Liability. 6.1 Owest may (8) Immediately suspend all or any pert of the Service, and/or Cb) terminate tl'lis AgI'MrTlent (effective after the applicable nodce period): (i) for Cau8e or (II) upon '/WItten notice jf Customer becomf;l$ or is declared insolvent or bankrupt or is the subject of any proceedings rellltlild to liS liquidation. insolvency or for the appointment of a receiver or similar offlcer for it. 'Cause' means the failure of a party to perform a material obligation under this Agreement whioh failure Is not remedied, if curable, upon thirty (:30) calendw days written notice. Customer may terminate this Agreement for Cause. If Customer terminates thie Agreement for Cause prior 10 Ine conclu!ion of the Tenn, then Customer shall remain liable for cI'larges acx:rued but unpaid as of the termlnaUon detll, 6.2 If, prior to the conclusion of the Term, this Agreement i8 lerminaled either: (a) by Customer for any reason other than Cause, or (I)) by awest pursuant to Seelion ij,1, then Customer shall be liable for: (I) any termination charge; and (ii) a....rued and unpaId charges for Service provided Ihrough lI'le effectIVe date of such termination. CQpyriS1'll1O 2004 Qwest. All Rlghls Reserved. Pago 2 vl.001704 PRSIUAS/OSS - euuc MAY 26 2005 21:52 FR QWEST BGS MARKETING206 224 8994 TO 1145 P.03 AUG 25 2004 17:07 FR QWE5T BGS 206 224 1148 TO 81612S2S5~82 P,il4 ,.-.. "Termination Charge' means an early termination charge that Is Imposed If the Agteement Is terminated prior to the eonelusion of the Term. 6.3 If such terminallon Is prior 10 the date Service is availllble for use, Termination Charges shall be those I'8lUonable expenses incurred by Owelt thtough the date ofwrminlltion. 6.4 If durin" the Minimum S...rvil;o Pe~od, Customer terminates this Agreement, or any potIlon of Service, for Bny rellson other tl\lln Cause or QweSI terminates this Agl'lemllnl under Section 6.1, Cuetomer shaD pay a Termination Charge of one hundred percent (100%) of the tdRC (or th41 applicable fraction thereof) muJdpUed by the number of montlls remainIng In the Minimum Service Period, Illus a Termination Charge of fd'ly pal'Ctnt (50%) of the MRC (or the allpllcable fraction thereof) multiplieg by the number of months remaining In the Term after the MInimum Service Period. 8.5 If after the Minimum Service Period, Customer terminates this A~reement, Dr any portion of Service, fer MY rll1l80n other than Causa or Qwest terminates thlo Agrl!ement under Sedlon 6.1. CUMOmer shall pay a Termination Chllrge of fifty percent (50%) af the MRC (or the applicable fraction thereof) multiplied by the number of months remaining In the Term. 6.6 A Termination Charge will be _wed when all of tho fallowing conditions are met: (II) Custcmer diswntinuea Service and signs iI new service agreemenl(s) for any other Owest provided servloe(s); (b) the new serviClil i1greement(s) have a lo1al value equal to or greater than one hundred fifteen percent (116%) of the remaining prQrated value of the existing ,greemen~s) (excluding any special construction charges, aplllloable nonre<:ulTing charges, or previously billed but unpaid recurring and/or nonreOOrrlng charges); (c;) Customer pll~ the orders to discontin\le Servlee and establish new service at the same time (within thlrt)' (30) calendar days of eaen other if serviQe io in New Mexico); (d) thll new Servlee(s) installation must ~e completed within thirty (3C1) calender de)'! of the disconnection of Service, unless such Inslllllation delay is ceused by Owest; and (e) a new ,........ minimum service period, If applicable, goes into effect when the new serviclI agreemenl term begins. The waiver does not apply to ohllnses between regulated and unreoulaled or enhanced products and services. 7. Out.Of-S.lVlce Credit If Qwe!l causes a Service InterTUption, lin out-ef.servlce eredit will b!il ~culated under the sliltolocel exchange Tilritf, If there Is no applleable tariff and thl intartUption last\; for more than twenty- four (24) consElOUtlve hours after Qwast receives notice of it, Owe$! will give Customet aedit calculat!ild by: (e) dividing tha monthly rate for the affected Service by thirty (30) days; and than (b) multiplying that dally rate by the number of days, or major fraction. that Service W38 Interrupted. 8, DisGlaimer of Warranties. THE SERVICE IS PROVlOEO WlrHOUT WAR!'tANtIES OF ~Y KINO. EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION. WARRANTIES OF TITLE, NONINFRINGEMENT. MERCHANTABILITY OR FITNESS FOR A PARTICUlAR PURPOSE, NO ADVICE OR INFORMATION GIVEN BY OWEST. ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. 9. Limitation of Uablllty. NEITHER PARTY. ITS AFFILIATES OR CONTRACTORS SHALL B~ LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL. RELIANCE, PUNITIVE OR CONSEQUENTIAl. DAMAGES OR I:'OR AAY LOST PROFITS OR R~VI':NUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICE OR THIS AGREEMENT, REGAROLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. CUSTOMER'S EXCLUSIVE REMEOIES FOR ClAIMS RELATED TO THE SERVICE SHALL BE LIMITED TO THE APPLICABLE OUT-OF-SERVICE CREOrr{S), IF ANY. ClWEsrs TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATE~ TO THIS AGREEMENT SHALL NOT EXCEE~ THE 'TOTAL MRC PAID BY CUSTOMER TO aWEST PURSUANT TO THIS AGREEMENT IN THE MONTH IMMEDIATELY PRI':CE~ING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. NOlWlTHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY IN THIS S!!CTION SHALL NOT APPI.Y TO CUSTOMER'S PAYMENT ANI:) INDEMNIFICATION OBLIGATIONS. r"' 10, Force Majeure. Neither party wiU be liable for any delay or failure to perform its obJlgatlons hereunder If 6uch delay or fa.~re is ~a~8,d by an unforeseeable event (other than a failure to comply With payment obligations) beyond the reasonable CQntrol of B Pllrty, Including wlthout limitation; a<;:t of God; fi....: flood; labor strike; sabotage; fiber out; material shortages or unevall!lllliny or other delay in delivery not resulting from the responsible party's failure to timely place order> thersfor; lack of or delay In tranSPorlation; govemmenl codes, ordinances. laws, rules, COp)'Tlght <1:12004 QwNt. AN R1ghllJ Resorvod. ~sg. 3 v1.051704 PRSllJAS108S. BULK MAY 26 2005 21:5~ FR QWEST BGS MARKETING206 224 8994 TO 1145 P.04 AUG 25 2084 17:08 FR QWEST BGs 206 224 1148 TO 916126295382 P.05 ".-.-., , regulations or restriclion$: war or civil dlSOl'der. or failures of suppliers of goods and SliJrvloe$ ('Force Majeure Event"). 11. Dlepute ~BSol\ltion. Any dispute arising out of. or relatlnlillo, this Agreement shall be tetlIeCI tly arbitration to be eonducle<l in accordance with the Judicial Mitratlon and Me<llation Services ('JAMS") Comprehensive Arbitration Rules. The Federal Arblln;ltlon Act 9 U.S.C, Sections 1-111, not slat... law, Ihall govern the "rbitrabUlly of the dispute. The costs of the arbitraUon, Including the artitrator'e feea, shall be shared eq\.lli!lly by the pllrties: provided. however. that each party shall bear ll'le ClOst of preparlllQ and presenting its QWIl claims end/or deflillMli (including its own attorneys fees). The arbitration will be held In Denver. Colorado. The arbilrator has no aull'lority to award any Indirect, incidental, special, reliance, punitive. or eonsequenfial damages, including damages for lost prof"lts. The arbitrator's deciBion shall be final, binding, and enforceable in a court of competent Jurisdiction. If a party iG required to enforce eomplianC& witt, this Section (including nonpayment of an award), tl1fn till non- complying party shall reimburse all of the eosts and expenses incurred by the party seeking such enforcemenl (Including reesonable attorneys' fees). ' 12. LGwflllnesa. This Agreement and the partiet' actionlil under this Allreemenl shall comply with all applicabl.. federal, state, and local laws. rules, regulationG, MUM orders, and governmental aglilllC)' orders. MY ohange in rates. charges or regUlations mandated by thelegelly oonstltuled authoritiea will eel as a modification of any agreement to that ex1li1nt without further notice. 13. Publicity. Neither patty shail, without the prior wtitten consent 01 the other part)'. Issue any press release or public announoement regarding this Agreement or UN lhe name or marks of the other peuty or Its affiliates. SUch oonsent may only be given on Dehalf of Owest by its Legsl Department 14. Notioee:. Except as otherwise provided herein, all required nOllce. shall be in writing. lient to awest .1 1801 California SIreoeI, $u~e 900, Denver, Colorado 80202; Facsimile #; (303) 29S~973; Altention; Luge! Departmen~ and to Customer at Qwesl's then ourrl!nt address of reeord for Customer: Attention: General Counsel or other persOl1 designated for notica$. Except as otherwfse noted herein, all noticn Will be considered glven when ei!her delivered: (a) In person to the l'l!lciplent designated for notices or (b) via overnight courier mail or vilI registered. certI11ed, prepaid U.S. Mall. Custome~s ~rrent adclrese, faMimile number and per!on daaignatad for no~oes L.or--.t....Q...~ <;>.... (J.'I.rI,.!o::::.~tov(.. are: ~1..0"&J- \\.\o..Vl ","", Wt:\ 9"'OC::Ol ~lC- ~73-"5"lD~'900 15. Generel Proviaions. 1!.1 This Ageemenl shall be governed by the laws of thl;l state where Service Is provided, without l'l!lgard to its choic;e Of law prlr1(liples; provided however. that Service may also be subject to the Communications Act 011934, as amended. r 15.2 Neitller p!lrty'! failure to insist upon SlriOt performanoe of any provision of this Agreement shall be construed as a waiver of any of its rights hereunder. 15.3 If any term of INs Agreement is held to be unenforceable, the unenforceable term shall be canslrue<l ilS nearly as possible to reflect the original intent of the parties and the remaining terms 8hall remain In effect. 15,4 All terms of this Ag-eemant wIlict, should by their nature survive the tlilrminalion Of thlll Agreement shall so survive. 15.5 Customer may not assigrJ this Agreement or eny of Its rights or obligations hereunder without the prior written consent of Qwe,t. wnich eonsent will not be unlOlasonably witht,eld. Customer may not assign to a reseller or a telecommunications oanier under any circumstances. 15.6 This Agreement is intended solely for OWest and lis affiliates and Customer and It shall not benefit or be enlorcea~le by any other person or enllly. 15,7 This Agreement and any exhibits hereunder con!titutetne entit<'l agreement between Customer and Oweit ~ with respect to ll'le subJeet matter hereof, and superssd.. BJI prior agreements or underslandings, whetller oral or written. relllling to the subject mailer hareof. Excapl for Sef\llca and Tariff modifications inniatl/d by QweGt. air amendment8 to this Agreement shall be in writinQ and lignlld by !he parties' authorized representatives, Copyr'Jght 0 2004 OweS!. All Rights Reserved. ~sg.4 v1.05110& F''''SI\.IA!.'O~~ - 5ULK MAY 26 2005 21 :54 FR QWEST BGS MARKETING206 224 8994 TO 1145 P.05 AUG 25 zee4 17:08 FR QWEST gGS 206 224 1148 TO 81S1282SS~e2 p.es /" ' ThIll parties have read, undllf'8land and agree to all of the above tenTlll end conditions of thiG Agrwmlll1t and hereby execute and auth~e thla Agreem ant. ~ Ignall.lre (f~ L, G-f-ell-~ l\lIImG Typed or rinted Sel'\.i~. 'fJA-M Tiue~ Dale CITY OF A~R9 r:::::::> __ ~-:s.~ . f Authorjzed Signature Q.~ e, I ....W~c::, Name Typed or Printed TIUe ;'Y\ ~o Y'" Date ~US1- Z, ~~ " ,---.. ~ Copyright@ 2004 Qweot. All R1gMrs R"9erved. Pege5 ".051704 FRSlVAmss. SULK MAY 26 2005 21 :54 FR QWEST BGS MARKETING206 224 8994 TO 1145 AUG 25 2004 17:08 FR QWEST 8GB 206 224 1148 TO S16126295~e2 P.06 P.07 , ,r-', Agreement Number: WA60192 EXHIBIT 1 QWEST ISDN PRS, AND/OR DSS ADVANCI!D. AND/OR UAS BULK RATED AGREEMENT CITY OF AUBURN Cu!tomer Customer Address: 25 WEST MAIN Clreult ID or BTN : Total MRC : $ 12()O,OO f' " COpyriQIlt@2004 0weB!. All Rig"le Reaervad. . pag"a v1 .051 7114 PfUlllJA8IO&I;l- BUlK ** TOTAL PAGE.0? **