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HomeMy WebLinkAbout2829 ORIGINAL 1 RESOLUTION NO 2 8 2 9 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN 4 AGREEMENT FOR TELEPHONE SERVICES BETWEEN THE CITY OF AUBURN 5 AND U S WEST COMMUNICATIONS FOR THE PURPOSE OF MAINTAINING THE CITY' S TELEPHONE SYSTEM 6 7 8 THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A 9 REGULAR MEETING, DULY ASSEMBLED, HEREWITH RESOLVES AS FOLLOWS 10 Section 1 The Mayor and City Clerk of the City of 11 Auburn are hereby authorized to execute an Agreement for 12 13 Telephone Services between the City and U S WEST 14 COMMUNICATIONS for the purpose of maintaining the City' s 15 telephone system in an amount not to exceed $22 , 000 00 A 16 copy of said Agreement is attached hereto, designated as 17 Exhibit "A" and incorporated by reference in this Resolution 18 19 Section 2 . The Mayor is hereby authorized to implement 20 such administrative procedures as may be necessary to carry 21 out the directives of this legislation 22 23 24 25 26 Resolution No 2829 February 24, 1997 Page 1 1 DATED and SIGNED this 3rd day of March, 1997 2 3 CITY OF AUBURN 4 5 2 CHARLES A BOOTH 7 Mayor 8 9 10 ATTEST 11 12 13 elL1/4419,10aliat Robin Wohlhueter, 14 City Clerk 15 16 17 APPROVED AS TO FORM 18 19 20 ■ Ivu� 21 Michael J Reynolds, City Attorney 22 23 24 25 26 Resolution No 2829 February 24, 1997 Page 2 11-MAR-97 01:54 PM OMBILSHP PAGE 1 Ship-to addresses by BILNO Data definition (OM BILSHP) Bit! To Customer no: 23110292 2311029201 2311029202 2311029203 CITY OF AUBURN CITY OF AUBURN CITY OF AUBURN 25 W MAIN FIRESTATION # 31 FIRESTATION # 32 AUBURN, WA 98002 1101 D STREET NE 1951 R STREET SE Attn: PAM PEDERSON AUBURN, WA 98002 AUBURN, WA 98002 Attn: PAM PEDERSON Attn: PAM PEDERSON 2311029204 2311029205 2311029206 CITY OF AUBURN CITY OF AUBURN CITY OF AUBURN MAINTENANCE SHOP PUBLIC LIBRARY SENIOR CENTER 1305 C STREET SW 808 9TH STREET SE 910 9TH STREET SE AUBURN, WA 98002 AUBURN, WA 98002 AUBURN, WA 98002 Attn: PAM PEDERSON Attn: PAM PEDERSON Attn: PAM PEDERSON 2311029207 2311029208 CITY OF AUBURN CITY OF AUBURN MALL PRECINCT FIRESTATION # 33 1301 SUPERMALL WAY 2815 C STREET SW (GSA) AUBURN, WA 98002 AUBURN, WA 98002 Attn: PAM PEDERSON Attn: PAM PEDERSON Agreement No. USW-CS Job No._ Customer Number 2311029201 MAINTENANCE AGREEMENT This Agreement is entered into as of this 1st day of March , 19 97 , by and between U S WEST Communications Services. Inc. ("USW-CS") and City of Auburn ("Customer") for the work and equipment described below City of Auburn See Locations Listed Below Ouantitv Euuipment Maintained Exception Product YSTEM LOCATION ADDRE, S SYSTEM TYPE PRICE/YEAR MAIN 25 W Main Street OPTION 61 $11 403 75 SENIOR CENTER 910 9th Street SE NORSTAR 6X16 $324.00 MALL PRECINCT 1301 Supermall Way NORSTAR 6X16 $432.00 FIRESTATION #31 1101 D Street NE NORSTAR 8X24 $2,479.20 FIRESTATION #32 1951 R Street NORSTAR 6X16 $360.00 FIRESTATION #33 2815 C Street SW (GSA) NORSTAR 6X16 $960.00 LIBRARY 808 9th Street SE NORSTAR 6X16 $540.00 MAINTENANCE SHOP 1305 C Street SW NORSTAR 8X24 $2,174.40 Additional Equipment Schedules? Yes _ No Standard Service Hours Extended Service Hours Annual Maintenance Charge $18.673.35 Annual Maintenance Charge Sales Tax 8.2% 1.531,21 Sales Tax Total Annual Maintenance Charge $20,204.56 Total Annual Maintenance Charge THE TERMS AND CONDITIONS IN THIS MAINTENANCE AGREEMENT INCLUDING THOSE ON PAGES 2 & 3 OF THIS MAINTENANCE AGREEMENT AND THE GENERAL TERMS AND CONDITIONS INCORPORATED BY THIS REFERENCE TOGETHER WITH ANY OTHER REFERENCED OR INCORPORATED SCHEDULES,SHALL GOVERN THIS TRANSACTION. CUSTOMER U S WEST COM UNICATION/ SERVICES, INC. Lhar(� Q . c-L nature bnature of & isOutith Name (Typed or Printed) Printed Name (Typed or Printed) 96(o 951— 3/01// Telephone Number USW-CS Maintenance Telephone Number u)S 771-464-)r ;atillAJ Address Address Exhibit "A" Resolution No. 2829 Adopted 3/3/97 I MAINTENANCE SERVICES PROVIDED In return for Customer's payment of the specified charges, USW-CS agrees to maintain the listed equipment ("Equipment'), including any embedded software, in accordance with the manufacturer's specifications. USW-CS will provide all necessary labor, tools and materials, and will repair or replace, at its option, any necessary parts. All parts and materials shall be of at least equal quality to the original. and may be new or used with equivalent-to-new performance characteristics. EXCEPT FOR THE FOREGOING, USW-CS MAKES NO OTHER WARRANTIES. EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 2.PROCEDURE UPON FAILURE OR MALFUNCTION OF EOUIPMENT CUSTOMER agrees to notify the USW-CS Service Center of failure or malfunction of the Equipment by telephoning the USW-CS' Telephone Number listed on the front page of this Agreement. A. Emergency Procedure (Exception Products Excluded) An "Emergency" is defined as a major malfunction, which shall consist of one or more of the following conditions (I) Complete failure of the system; a. No incoming or outgoing communication to or from Customer's premise; or b. No internal communications within the system. (2) Failure of a critical subsystem; a. Inoperative attendant console; b. Inoperative Message Accounting system; c. 40% of all telephones out-of-service; or d. 20% of all trunk circuits out-of-service. When notice of an Emergency is received during USW-CS Standard Service Hours, USW-CS agrees to make every reasonable effort to have maintenance personnel respond within two (2) hours of said notice. If Customer has selected Extended Service Hours, when notice of an Emergency is received during hours other than USW-CS Standard Service Hours, USW-CS agrees to make every reasonable effort to have maintenance personnel respond within four (4) hours of said notice, twenty-four (24) hours per day seven (7) days a week. USW-CS Standard Service Hours are defined for the purpose of this Agreement as 8:00 a.m. to 5:00 p.m. Monday through Friday local time, except USW-CS observed holidays. B Non-Emergency Procedure (Exception Products Excluded) "Non-Emergency" is defined as a minor malfunction consisting of any failure other than a major malfunction as defined above. USW-CS agrees to make every reasonable effort to have maintenance personnel respond within twenty-four (24) hours of notice of a Non-Emergency malfunction or next workday when notice precedes a weekend or holiday C Exception Products Exception Products are those products designated as such on the reverse side of the Agreement. USW-CS will respond on a reasonable efforts basis to failures of Exception Product equipment. Exhibit "A" Resolution No. 2829 Adopted 3/3/97 3.EXCLUSIONS Maintenance excludes all services not specifically agreed to in writing by USW-CS including, but not limited to: a. Work on any equipment that is not located at the address specified in this Agreement or equipment which has been altered by anyone other than USW-CS, b. Making Customer specified changes or adding or removing accessories, attachments or other devices; c. Moving or relocating the Equipment; d. Repair or replacement of lost or stolen parts or materials, or repair or replacement of parts, materials or software damaged through accident, negligence, abuse, misuse, connection with incompatible equipment. failure of electrical power air conditioning or humidity control, riot or other civil disturbance, strike or other labor trouble, sabotage, fire, flood, severe electric storms or acts of God. Customer agrees to maintain a clean, dust-free ventilated environment with a maximum 76 degrees Fahrenheit and 30%-50% relative humidity or such other environment that the manufacturer may specify e. Failure or malfunction of attached, related, collateral or ancillary equipment not covered by this Agreement. f. Work on equipment not listed in this Agreement. g. Problems resulting from work done by others during the term of this Agreement. h. Maintenance of head sets. I. Battery replacement. 4 PAYMENT The Maintenance charges set forth in this Agreement are calculated on a monthly basis, but shall be billed and payable on an annual basis. The first annual payment will be due in full the date this Agreement is signed. Subsequent payments are due in full at the beginning of each subsequent year throughout the term of this Agreement. Multiple year agreement prices will be adjusted annually on the anniversary date of the Agreement based on the CPI or 10% whichever is less and on past year growth. 5.TERM This Agreement will remain in effect for a period of twelve (t2) months from its effective date or if selected, will automatically renew for an additional term of one year at USW-CS's then current prices (which will be submitted sixty (60) days in advance of scheduled renewal of this Agreement) unless either party gives the other written notice of termination at least thirty (30) days in advance of any scheduled renewal. Automatic Renewal YES NO Customer Initials e°A 3o0'tQ Exhibit "A" Resolution No 2829 Adopted 3/3/97 r 1 r „ I - Agreement No. Customer No. Z5// 0 Z4 7 of U S WEST COMMUNICATIONS SERVICES, INC. GENERAL TERMS AND CONDITIONS These General Terms and Conditions, when incorporated into an executed agreement between C i t y of A u b u r n ("Customer") and U S WEST Communications Services, Inc. ("USW-CS") (the Agreement"), will govern the relationship between the parties for goods and/or services supplied by USW-CS. 1. Payment Terms. All payments are due and payable within thirty (30) days following the invoice date. Late payment charges may be assessed on past due amounts at 1 1/2%percent per month, or the highest lawful rate, whichever is less. 2. Risk of Loss and Security Interest. Risk of loss for purchased equipment will pass to Customer upon delivery, except for damage caused by USW-CS, its employees, agents or subcontractors. Until full payment to USW-CS, Customer grants to USW-CS a continuing security interest in the equipment, including additions, replacements and proceeds, and authorizes USW-CS to file a financing statement with or without Customer's signature. 3. Uncontrollable Conditions. USW-CS shall not be responsible for any damages, delay in performance or failure to perform if caused by acts or occurrences beyond its reasonable control, including but not limited to, strikes or other labor disputes, embar- goes, government regulations or requirements (executive, legislative, judicial, military or otherwise), power failure, electrical surges or current fluctuations, lightning, earthquake, flood, war, water the elements, or other forces of nature, delays or failures of trans- portation, equipment shortages, suppliers' failures, or acts or omissions of telecommunications common carriers (whether or not affiliated with USW-CS). 4. Health and Safety Compliance.. USW-CS and Customer will adhere to all applicable health, safety and environmental laws, rules and regulations, including the Occupational Safety and Health Administration's ("OSHA") and the Environmental Protection Agency's ("EPA') rules and regulations (collectively, "Safety Regulations"). Unless specified in the Agreement, USW-CS will not work in any area where a Hazardous Substance is present. "Hazardous Substance" means a substance regulated by any Safety SRegulation and includes, but is not limited to, asbestos. USW-CS may work in an area containing non-friable asbestos if USW-CS determines in its sole judgement that the work will not disturb or cause the asbestos to become friable. -'I' Customer is responsible for informing USW-CS of the existence, location and condition of any Hazardous Substances that may be in or around the USW-CS work area. Customer indemnifies and holds USW-CS harmless for any fines or other liability of USW-CS arising from Customer's failure to inform USW-CS of Hazardous Substances of which Customer knew or should have known. USW-CS may, without affecting Customer's informational duties and indemnification, suspend work from the time it reasonably iden- tifies areas where Hazardous Substances may be present until the work area is in compliance with then-constituted Safety Regulations. Any such suspension is not a default of the Agreement, and any delays from the suspension may result in a similar delay in work completion, without penalty to USW-CS. If the parties cannot agree whether USW-CS's work can be performed through completion without a violation of Safety Regulations, or cannot agreeito payment of added costs, if any either party may terminate the Agreement without penalty Such termination shall not effect Customer's obligation to:pay for equipment, software and services provided by USW-CS prior to the effective date of termination. " bt I U 1 I 5. Limitation of Liabilities. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDI- RECT OR SPECIAL DAMAGES, INCLUDING COMMERCIAL LOSS, HOWEVER CAUSED AND REGARDLESS OF LEGAL THE- ORY OR FORESEEABILITY, WHICH DIRECTLY OR INDIRECTLY ARISES FROM THE SERVICES, EQUIPMENT OR SOFT- WARE PROVIDED BY USW-CS. t.. EACH PARTY IS RESPONSIBLE TO THE OTHER FOR ACTUAL, PHYSICAL DAMAGES DIRECTLY CAUSED IN THE COURSE OF ITS PERFORMANCE UNDER THE AGREEMENT, BUT LIMITED TO DAMAGES FOR PERSONAL INJURY OR DEATH, OR TO TANGIBLE PROPERTY ARISING IN EACH CASE FROM ITS NEGLIGENT ACTS OR OMISSIONS. 6. Fraudulent U . request f e `tourer,\USW-CS may provide information relative to equip tit °o ration and features, an s for eo'i y safeg arding the equipment against toll fraud and unauthorized a f sm v� uet der is solel responsible f tiq\s��ec��ri���1y',,�`Rgf it w ommunications equipment and services, aut orizatio \codes, routing assignments, systems a re ' , voice fff'aif Welt dire inward system access (DISA), and internal �sW 'r d perijfigns.ZUSB- �r�/1 ifs affiliates are not responsible for dams es r lating to unauthorized long distance charges, unauthorized Pad et or usage c arees, ,4 unauthorized access or other misuro er's equipment and/or services by Customer its employees arf�l e is any � �N ) . third parties. ��((\\��\\ �,(�(� � / \7. Patent Indemnity. USW-CS will defend,.at_its own expense, aannyy antfdn orou Fit ac inst Ct�stL'm�F to the;ekte{nttN he actiioon claims that any equipment or software supplied by USW-CNinfr t9i g\JUiSi $ates patent or copyright. USW-CS will pay finally Rev 6-14.93 UUU i'�W USWCS-999 CUSTOMER C CITY OF AUBURN INTEROFFICE MEMORANDUM TO Pam Pedersen, Computer Syst. Specialist FROM Robin Wohlhueter, City Clerk g it" SUBJECT US West Maintenance Agreement DATE. March 5, 1997 Per your request, attached are two original Maintenance Agreements and one four part US West Communications Services, Inc. General Terms and Conditions Agreement that were adopted by the City Council on March 3, 1997 and approved by the Mayor pursuant to Resolution No 2829 Each agreement has been signed by the Mayor and now require the signature of US West Communication Services, Inc. Once you have obtained the necessary signatures on each Agreement, please return a fully executed original for each Agreement to me for filing with Resolution No 2829 Thank you. cc: Diane Supler, Finance Director File Telephones, Maintenance -JJ J�J (303) 799-4646 Agreement No. Customer No. U S WEST COMMUNICATIONS SERVICES, INC. GENERAL TERMS AND CONDITIONS These General Terms and Conditions, when incorporated into an executed agreement between C i t y of A u o u r n ("Customer") and U S WEST Communications Services, Inc. ("USW-CS") (the "Agreement"), will govern the relationship between the parties for goods and/or services supplied by USW-CS. 1. Payment Terms. All payments are due and payable within thirty (30) days following the invoice date. Late payment charges may be assessed on past due amounts at 1 1/2%percent per month, or the highest lawful rate,whichever is less. 2. Risk of Loss and Security Interest. Risk of loss for purchased equipment will pass to Customer upon delivery except for damage caused by USW-CS, its employees, agents or subcontractors. Until full payment to USW-CS, Customer grants to USW-CS a continuing security interest in the equipment, including additions, replacements and proceeds, and authorizes USW-CS to file a financing statement with or without Customer's signature. 3. Uncontrollable Conditions. USW-CS shall not be responsible for any damages, delay in performance or failure to perform if caused by acts or occurrences beyond its reasonable control, including but not limited to, strikes or other labor disputes, embar goes, government regulations or requirements (executive, legislative, judicial, military or otherwise), power failure, electrical surges or current fluctuations, lightning, earthquake flood, war water the elements, or other forces of nature, delays or failures of trans- portation, equipment shortages, suppliers failures, or acts or omissions of telecommunications common carriers (whether or not affiliated with USW-CS). 4. Health and Safety Compliance. USW-CS and Customer will adhere to all applicable health, safety and environmental laws, rules and regulations, including the Occupational Safety and Health Administration's ("OSHA") and the Environmental Protection Agency's ("EPA") rules and regulations (collectively "Safety Regulations'). Unless specified in the Agreement, USW-CS will not work in any area where a Hazardous Substance is present. "Hazardous Substance" means a substance regulated by any Safety Regulation and includes, but is not limited to, asbestos USW-CS may work in an area containing non-friable asbestos if USW-CS determines in its sole judgement that the work will not disturb or cause the asbestos to become friable. Customer is responsible for informing USW-CS of the existence, location and condition of any Hazardous Substances that may be in or around the USW-CS work area. Customer indemnifies and holds USW-05 harmless for any fines or other liability of USW-CS ansing from Customer's failure to inform USW-CS of Hazardous Substances of which Customer knew or should have known. USW-CS may, without affecting Customer's informational duties and indemnification, suspend work from the time it reasonably iden- tifies areas where Hazardous Substances may be present until the work area is in compliance with then-constituted Safety Regulations. Any such suspension is not a default of the Agreement, and any delays from the suspension may result in a similar delay in work completion, without penalty to USW-CS. If the parties cannot agree whether USW-CS's work can be performed through completion without a violation of Safety Regulations, or cannot agree to payment of added costs, if any, either party may terminate the Agreement without penalty Such termination shall not effect Customer's obligation to pay for equipment, software and services provided by USW-CS prior to the effective date of termination. 5. Limitation of Liabilities. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDI- RECT OR SPECIAL DAMAGES, INCLUDING COMMERCIAL LOSS, HOWEVER CAUSED AND REGARDLESS OF LEGAL THE ORY OR FORESEEABILITY, WHICH DIRECTLY OR INDIRECTLY ARISES FROM THE SERVICES, EQUIPMENT OR SOFT WARE PROVIDED BY USW-CS. EACH PARTY IS RESPONSIBLE TO THE OTHER FOR ACTUAL, PHYSICAL DAMAGES DIRECTLY CAUSED IN THE COURSE OF ITS PERFORMANCE UNDER THE AGREEMENT, BUT LIMITED TO DAMAGES FOR PERSONAL INJURY OR DEATH, OR TO TANGIBLE PROPERTY ARISING IN EACH CASE FROM ITS NEGLIGENT ACTS OR OMISSIONS. 6. Fraudulent Use. Upon request of the Customer USW-CS may provide information relative to equipment operation and features, and recommendations for reasonably safeguarding the equipment against toll fraud and unauthorized access. However Customer is solely responsible for the security of its own communications equipment and services, authorization codes, routing assignments, systems addressing, voice mail boxes, direct inward system access (DISA), and internal systems and operations. USW-CS and its affiliates are not responsible for damages relating to unauthorized long distance charges, unauthorized packet or usage charges, unauthorized access or other misuse of Customer's equipment and/or services by Customer, its employees and agents, or by any third parties. 7. Patent Indemnity. USW-CS will defend, at its own expense, any action brought against Customer to the extent the action claims that any equipment or software swooned by USW-CS infringes a United States patent or copyright. USW-CS will pay finally U S WEST Communications Services, Inc. U.S Bank Centre 1420 Filth Avenue, Suite 1600 Seattle,Washington 98101 (206)623-8800 Business&Government Services COMMUNICATIONS February 24 1997 Pam Pederson City of Auburn 25 West Main Auburn, WA 98002 Dear Pam. Attached is the Maintenance Agreement we discussed earlier today for City of Auburn s Nortel voice systems. All eight locations are covered under this agreement as they are listed on the front page of the document. You have selected standard service hours and the term of the agreement is for one year If everything appears to be in order please sign both originals and return them to my attention at 1420 Fifth Avenue, Suite 1600, Seattle, WA 98101 Also, please sign and enclose the General Terms and Conditions document. I will return one original copy to you after the agreement has been entered into our computer data base and an agreement number has been assigned. Pam, in advance I would like to thank you for choosing U S WEST as your telecommunications vendor of choice. I am looking forward to working with you. If you have any questions please call me at 206-224-5524 or you can send me an E-mail at dtrimbl@uswest.com. Sincerely, Dan Trimble Account Manager Business and Government Services • Agreement No. USW-CS Job No Customer Number 2311029201 MAINTENANCE AGREEMENT This Agreement is entered into as of this 1st day of March , 19 97 , by and between U S WEST Communications Services, Inc. ("USW-CS") and City of Auburn ("Customer") for the work and equipment described below City of Auburn See Locations Listed Below Quantity Equipment Maintained Exception Product SYSTEM LOCATION ADDRESS SYSTEM TYPE PRICE/YEAR MAIN 25 W Main Street OPTION 61 $11,403 75 SENIOR CENTER 910 9th Street SE NORSTAR 6X16 $324.00 MALL PRECINCT 1301 Supermall Way NORSTAR 6X16 $432.00 FIRESTATION #31 1101 D Street NE NORSTAR 8X24 $2,479.20 FIRESTATION #32 1951 R Street NORSTAR 6X16 $360.00 FIRESTATION #33 2815 C Street SW (GSA) NORSTAR 6X16 $960.00 LIBRARY 808 9th Street SE NORSTAR 6X16 $540.00 MAINTENANCE SHOP 1305 C Street SW NORSTAR 8X24 $2,174.40 Additional Equipment Schedules? Yes _ No _ Standard Service Hours Extended Service Hours Annual Maintenance Charge $18.673.35 Annual Maintenance Charge Sales Tax 8.2% 1.531.21. Sales Tax Total Annual Maintenance Charge $20.204.56 Total Annual Maintenance Charge THE TERMS AND CONDITIONS IN THIS MAINTENANCE AGREEMENT, INCLUDING THOSE ON PAGES 2 & 3 OF THIS MAINTENANCE AGREEMENT AND THE GENERAL TERMS AND CONDITIONS INCORPORATED BY THIS REFERENCE TOGETHER WITH ANY OTHER REFERENCED OR INCORPORATED SCHEDULES,SHALL GOVERN THIS TRANSACTION. CUSTOMER U S WEST COMMUNICATIONS SERVICES, INC. a Signature Signature ChOALO a P -CLtn Na (Typed or Printed) Printed Name (Typed or Printed) me. / 62 ) 9V- - Telephone Number USW-CS Maintenance Telephone Number (9S /W4,i 9J 11i-tllitalv Address Address Exhibit "A" Resolution No. 2829 Adopted 3/3/97 • 1.MAINTENANCE SERVICES PROVIDE' In return for Customers payment of the specified charges, USW-CS agrees to maintain the listed equipment ("Equipment"), including any embedded software, in accordance with the manufacturer's specifications. USW-CS will provide all necessary labor tools and materials, and will repair or replace, at its option, any necessary parts. All parts and materials shall be of at least equal quality to the original. and may be new or used with equivalent-to-new performance characteristics. EXCEPT FOR THE FOREGOING, USW-CS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 2. PROCEDURE UPON FAILURE OR MALFUNCTION OF EOUIPMENT CUSTOMER agrees to notify the USW-CS Service Center of failure or malfunction of the Equipment by telephoning the USW-CS' Telephone Number listed on the front page of this Agreement. A. Emergency Procedure (Exception Products Excluded) An "Emergency" is defined as a major malfunction, which shall consist of one or more of the following conditions (1) Complete failure of the system; a. No incoming or outgoing communication to or from Customers premise; or b. No internal communications within the system. (2) Failure of a critical subsystem; a. Inoperative attendant console; b. Inoperative Message Accounting system; c. 40% of all telephones out-of-service; or d. 20% of all trunk circuits out-of-service. When notice of an Emergency is received during USW-CS Standard Service Hours, USW-CS agrees to make every reasonable effort to have maintenance personnel respond within two (2) hours of said notice. If Customer has selected Extended Service Hours, when notice of an Emergency is received during hours other than USW-CS Standard Service Hours, USW-CS agrees to make every reasonable effort to have maintenance personnel respond within four (4) hours of said notice, twenty-four (24) hours per day, seven (7) days a week. USW-CS Standard Service Hours are defined for the purpose of this Agreement as 8:00 a.m. to 5:00 p.m., Monday through Friday, local time, except USW-CS observed holidays. B. Non-Emergency Procedure (Exception Products Excluded) "Non-Emergency" is defined as a minor malfunction consisting of any failure other than a major malfunction as defined above. USW-CS agrees to make every reasonable effort to have maintenance personnel respond within twenty-four (24) hours of notice of a Non-Emergency malfunction or next workday when notice precedes a weekend or holiday C. Exception Products Exception Products are those products designated as such on the reverse side of the Agreement. USW-CS will respond on a reasonable efforts basis to failures of Exception Product equipment. Exhibit "A" Resolution No. 2829 Adopted 3/3/97 3.FXCT I rSIONS Maintenance excludes all services not specifically agreed to in writing by USW-CS including, but not limited to: a. Work on any equipment that is not located at the address specified in this Agreement or equipment which has been altered by anyone other than USW-CS, b Making Customer specified changes or adding or removing accessories, attachments or other devices, c. Moving or relocating the Equipment; d. Repair or replacement of lost or stolen parts or materials, or repair or replacement of parts, materials or. software damaged through accident, negligence, abuse, misuse, connection with incompatible equipment, failure of electrical power, air conditioning or humidity control, riot or other civil disturbance, strike or other labor trouble, sabotage, fire, flood, severe electric storms or acts of God. Customer agrees to maintain a clean, dust-free ventilated environment with a maximum 76 degrees Fahrenheit and 30%-50% relative humidity or such other environment that the manufacturer may specify e. Failure or malfunction of attached, related, collateral or ancillary equipment not covered by this Agreement. f. Work on equipment not listed in this Agreement. g. Problems resulting from work done by others during the term of this Agreement. h. Maintenance of head sets. I. Battery replacement. 4. PAYMENT The Maintenance charges set forth in this Agreement are calculated on a monthly basis, but shall be billed and payable on an annual basis. The first annual payment will be due in full the date this Agreement is signed. Subsequent payments are due in full at the beginning of each subsequent year throughout the term of this Agreement. Multiple year agreement prices will be adjusted annually on the anniversary date of the Agreement based on the CPI or 10% whichever is less and on past year growth. 5.TERM This Agreement will remain in effect for a period of twelve (12) months from its effective date or if selected, will automatically renew for an additional term of one year at USW-CS's then current prices (which will be submitted sixty (60) days in advance of scheduled renewal of this Agreement) unless either party gives the other written notice of termination at least thirty (30) days in advance of any scheduled renewal. Automatic Renewal YES NO J( Customer InitialsFaC Exhibit "A" Resolution No. 2829 Adopted 3/3/97 CAY op CHARLES A. LF::J\BOOTH,MAYOR AUBURN CITY CLERK Robin Wohlhueter,City Clerk 25 West Main, Auburn,WA 98001 Dam Daskam, Deputy City Clerk City Clerk:(206)931-3039 Tamie Bothell, Records/License Clerk /Business Registration:(206)931-3007 Fax:(206)931 3053 ashing�� STATE OF WASHINGTON) ss. COUNTY OF KING ) I, Robin Wohlhueter, the duly appointed, qualified City Clerk of the City of Auburn, a Municipal Corporation and Code City, situate in the County of King, State of Washington, do hereby certify that the foregoing is a full, true and correct copy of Resolution No 2829 of the resolutions of the City of Auburn, entitled "RESOLUTION NO 2829 " I certify that said Resolution No 2829 was duly passed by the Council and approved by the Mayor of the said City of Auburn on the 3rd day of March, 1997. Witness my hand and the seal of the City of Auburn this 26th day of March, 1997 Robin Wohlhueter City Clerk City of Auburn