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HomeMy WebLinkAbout10-118 - Qwest Corporation - Private Switch / Automatic Location Identification for Enhanced 911 r -+1 QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE 10-118 Council Approval N/A Agreement Number Billing Number This Qwest Corporation Private Switch /Automatic Location Identification Service Agreement "Agreement is between City of Tukwila "Customer and Qwest Corporation, "Qwest 1. Scope. 1 1 Qwest will provide, and Customer will purchase, the Qwest Private Switch /Automatic Location Identification service provided under this Agreement "Service 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 information, identifying an individual station line to a 911 system. Service is employed to allow Customer to establish and maintain a record identifying the location associated with each station line that will be used for the retrieval of Automatic Location Identification "ALI on a 911 call, and /or for selectively routing that call to the appropriate Public Safety Answering Point "PSAP The accuracy of the records for ALI and Selective Routing is established based on the information provided by Customer to Qwest. Qwest cannot guarantee or confirm the accuracy of Customer provided information. Customer's private switch main locations to be included in this agreement are found in Attachment 1, incorporated by reference. Service is also available to Centrex/Centron customers who wish to provide the 911 system with more specific location and routing information. 1.2 Any Qwest tariff, price list, price schedule, administrative guideline, catalog, and other rate and term schedules (hereinafter, whether individually or together, "Tariff') applicable to the Service is incorporated into the Agreement by reference and made a part of the Agreement. The Service will be governed by: (a) the Tariff applicable to the Service; and (b) to the extent a comparable Tariff term or condition does not apply to the Service, the terms and conditions set forth in this Agreement. Qwest reserves the right to amend, change, withdraw, or file additional Tariffs in its sole discretion, with such updated Tariffs effective upon posting or upon fulfillment of any necessary regulatory requirements. Qwest may provide certain other services to Customer in conjunction with Service (such as exchange access), which are not included in this Agreement. Qwest and Customer will 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. 2. Term. This Agreement will commence on the latest signature date, provided mandatory filing requirements are met. Service will be provided on a month -to -month basis. 3 Installation. The estimated installation date for Service is however, Qwest will not be liable for delays in the installation of Service regardless of the reason. 4. Payment. Customer agrees to pay the charges for Service as specified on Attachment 1A incorporated by this reference. Customer must pay Qwest all charges by the date on the invoice. Any amount not paid when due will be subject to a late charge as specified by the Tariff, or if there is no such late charge specified in the Tariff, the amount due will be subject to late interest at the lesser of 1'/2% per month or the highest rate permitted by applicable law. Customer must also pay Qwest any applicable federal, state, and local taxes, surcharges, and other similar charges "Taxes assessed in connection with Customer's Service. Taxes are subject to change. Qwest may reasonably modify the payment terms or require other assurance of payment based on Customer's payment history or a material and adverse change in Customer's financial condition Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act (or ARRA) or other similar stimulus grants or loans that would obligate Qwest to provide certain information or perform certain functions unless each of those functions and obligations is explicitly identified and agreed to by the parties in this Agreement or in an amendment to this Agreement. 5. Customer's Responsibilities. 5.1 Customer must provide a single point of contact as well as written documentation to Qwest and the Public 911 jurisdiction stating that the affected PSAPs are able to accept and dispatch calls for those records established for the private switch, and to identify area boundaries and to provide any Master Street Address Guide "MSAG additions or modifications that are required 5.2 Customer's private switch must provide a full seven -digit or ten -digit numbering system (whichever is applicable) and the associated ANI for each within the private switch for which a record has been established. This information must be approved by Qwest prior to implementation to assure that no conflict exists between the private switch numbering plan and the Qwest overall numbering plan. 5.3 Customer is responsible for configuring its private switch to forward the associated ANI of each station line within the private switch to the 911 system in accordance with Qwest Technical Publication 77338, Qwest Enhanced 911 for Private Switched /Automatic Location Identification Service Network Interface Specifications." Customer further agrees to maintain a valid address location record associated with each station line presented to Qwest. 5.4 If Customer elects to use Integrated Services Digital Network Primary Rate Service "ISDN PRS transport, which is a separate service and not provided under this Agreement, in association with this Service, Customer understands and acknowledges the possibility that a private switch's main number ANI information may be forwarded to a PSAP instead of the intended station line's ANI information. Customer hereby agrees to release Qwest from any liability if an incorrect telephone number is forwarded to a PSAP as a result of private switch and /or ISDN PRS translations made by Customer, a third party, or by Qwest. go t S 1 AZ WY /MTM/WOT Page 1 Copyright Qwest. All Rights Reserved CONFIDENTIAL v1 090710 QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE 5.5 If the seven -digit or ten -digit number is not dialable (is not capable of receiving incoming calls), Customer is responsible to identify the associated call back number to be populated in the database in a standard format as provided by Qwest. The use of non dialable numbers must be approved in writing by Qwest prior to implementation. 5 6 Customer must also maintain and provide to Qwest complete and current telephone number and address data in the agreed upon format and within the required time schedule Customer will be notified of telephone number and address data errors that are identified during the ALI database processing phase or by the PSAP, such as misroutes and No Record Found "NRF telephone numbers. Customer is responsible for issuing a correction to the ALI database within one business day of being notified Until these errors are corrected, the affected telephone number(s) and associated addresses may not be available in the ALI database. Customer accepts any liability for the absence or inaccuracy of this information. 5 7 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. 5.8 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 Qwest. 5.9 Customer must meet Qwest hardware, software and file specification requirements as defined in the Qwest PS /ALI Specification and Installation Guide. 5 10 Customer agrees to provide updates or positive acknowledgment of zero updates to Qwest. Customer may choose the frequency of the updates (daily, weekly, or monthly) and will advise Qwest in writing of the frequency chosen Customer may change the frequency of its updates by written notice to Qwest. 6. Qwest's Responsibilities. 6.1 Qwest will provide to Customer the information required to order the private switch interface specifications, Service data file format specifications, and the Qwest custom Service Order Transfer System "SOTS file software including software installation and file transfer instructions. 6.2 Qwest will maintain the 911 database using updates as provided by Customer 6.3 Qwest will retain Customer's update file for seven days for back -up and /or recovery purposes. 7. Moves, Changes. Any changes to this Agreement may be made only by written amendment signed by both parties hereto 8. Termination. Either party may terminate this Agreement by providing the other party 30 days written notice of termination. 9. Confidentiality; Publicity. Neither party will, without the prior written consent of the other party: (a) disclose any of the terms of the Agreement or use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. Qwest's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. "Confidential Information" means any information that is not generally available to the public, whether of a technical, business or other nature and that: (c) the receiving party knows or has reason to know is confidential, proprietary or trade secret information of the disclosing party; and /or (d) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect such information against unrestricted disclosure Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receiving party or is already known or is independently developed by the receiving party. Subscriber information contains names, addresses and telephone numbers of telecommunication service subscribers, including non published and non listed telephone service, and the parties understand and agree that there are certain duties and responsibilities imposed by this Agreement and by law or Tariff with regard to the use and distribution of such information 10. Interruptions to Service. Tariff specifies the credit allowance due Customer, if any, for interruptions to Service which are not caused by Customer's negligence. In the event Service is provided where there is no Tariff, the provisions of the F.C.C.1 Access Service Tariff will apply with respect to credit allowances due Customer 11. Personal Injury, Death, and Property Damage. Each party will be responsible for the actual, physical damages it directly causes to the other party in the course of its performance under the Agreement, limited to damages resulting from personal injury or death to a party's employees and loss or damage to a party's personal tangible property arising from the negligent acts or omissions of the liable party; PROVIDED, HOWEVER, THAT NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER. 12. Indemnification. Except as prohibited or limited by law, Customer will defend and indemnify Qwest, its Affiliates, agents, and contractors against all third party claims, liabilities, costs, expenses, and reasonable attorneys' fees, arising from or related to the use, modification, or resale of the Service by Customer or End Users, including, without limitation, any claim for invasion of privacy AZ WY /MTM/WOT Page 2 Copyright Qwest. All Rights Reserved. CONFIDENTIAL v1 090710 QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE "End User" means Customer's members, end users, customers, or any other third parties who use or access the Service or the Qwest network via the Service. "Affiliate" means any entity controlled by, controlling, or under common control with a party 13. Limitation of Liability. NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICE OR THE AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED WITH REGARD TO ANY SERVICE RELATED CLAIM BY CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES FOR SUCH CLAIM WILL BE LIMITED TO THE APPLICABLE OUT -OF- SERVICE CREDITS, IF ANY This limitation of liability will not apply to a party's indemnification obligations or Customer's payment obligation for charges under the Agreement, (e.g Service charges, Taxes, interest, and termination or cancellation charges). 14. No Warranties. QWEST DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES WILL CREATE ANY WARRANTY CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE 15. Governing Law; Dispute Resolution. 15.1 Governing Law; Forum This Agreement will be governed by the laws of the state of Colorado, except with regard to matters which are within the exclusive jurisdiction of the state or federal regulatory agency Those matters alone will be governed by the laws of the appropriate jurisdiction Any legal proceeding relating to this Agreement will be brought in a U S. District Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in the location of the party to this Agreement not initiating the action, as indicated in the Notices section. But Qwest may, at its discretion, initiate proceedings in Denver, Colorado to collect undisputed amounts billed. This provision is not intended to deprive a small claims court or state agency of lawful jurisdiction that would otherwise exist over a claim or controversy between the parties. 15.2 Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a jury trial and any right to pursue any claim or action relating to this Agreement on a class or consolidated basis or in a representative capacity 16. Notices. Unless otherwise provided herein, all required notices to Qwest must be in writing, sent to 1801 California St., #900, Denver, CO 80202; Fax 888 778 -0054, Attn.: Legal Dep't., and to Customer at its then current address as reflected in Qwest's records, Attn General Counsel or other person designated for notices. Unless otherwise provided herein, all notices will be deemed given (a) when delivered in person to the recipient named above, (b) three business days after mailed via regular U.S. Mail; (c) when delivered via overnight courier mail; or (d) when delivered by fax if duplicate notice is also sent by regular U S Mail. 17. General. Customer may not assign the Agreement or any of its rights or obligations under the Agreement without the prior written consent of Qwest, which consent will not be unreasonably withheld. Customer may not assign to a reseller or telecommunications carrier under any circumstances and represents that it will not resell the Service The Agreement is intended solely for Qwest and Customer and not to benefit any other person or entity, (e.g End Users) If any term of the Agreement is held unenforceable, such term will be construed as nearly as possible to reflect the original intent of the parties and the remaining terms will remain in effect. Neither party's failure to insist upon strict performance of any provision of the Agreement will be construed as a waiver of any of its rights hereunder All terms of the Agreement that should by their nature survive the termination of the Agreement will so survive In the event of a conflict in any term or condition of any documents that govern the provision of the Service hereunder, the following order of precedence will apply in descending order of control: the Tariff, this Agreement, and Qwest records. Neither party will be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by a Force Majeure Event. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, flood, labor strike, sabotage, fiber cuts, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. Except for Tariff or Service modifications initiated by Qwest, all amendments to the Agreement must be in writing and signed by the parties' authorized representatives However, 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. Each party reserves the right at any time to reject any handwritten change to the Agreement. AZ WY /MTM/WOT Page 3 Copyright Qwest. All Rights Reserved CONFIDENTIAL v1 090710 QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE 18. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Qwest and supersedes '..nor oral or written agreements or understandings relating to this subject matter. Electronic signatures on this Agreement will be accep, only in the form and manner prescribed by Qwest. City of Tukwila Qwest Corporation Authorized Signature Authorized Signature Jim Haggerton Name Typed or Printed Name Typed or Printed Mayor Title Title Date Date Customer Address: City of Tukwila 6200 Southcenter Blvd Tukwila, WA 98188 AZ- WY /MTM/WOT Page 4 Copyright Qwest. All Rights Reserved. CONFIDENTIAL v1 090710 QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE ATTACHMENT 1 TO QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE PRIVATE SWITCH LOCATION 6200 Southcenter Blvd, Tukwila, WA SERVING CENTRAL OFFICE: "Cherry" STTLWACH 911 CONTROL OFFICE. STTLWA0657T 911 SYSTEM: King County Sheriff AZ WY /MTM/WOT Page 1 Copyright Qwest. All Rights Reserved CONFIDENTIAL v1 090710 QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE ATTACHMENT 1A TO QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE (For Minnesota, Oregon, and Utah only) These charges are based on Qwest receiving updates from one single location for the Private Switch listed on Attachment 1 The updates will be in separate "account files," one for each 911 system. Qwest 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/ Recurring/ Nonrecurring/ Recurring Nonrecurring Per 1,000 records* Rounded up to the nearest 1,000 AZ WY /MTMNVOT Page 1 Copyright Qwest. All Rights Reserved CONFIDENTIAL v1.090710 QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE ATTACHMENT 1A TO QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE (For Arizona, Iowa, and New Mexico only) These charges are based on Qwest receiving updates from one single location for the Private Switch listed on Attachment 1. The updates will be in separate "account files," one for each 911 system. Qwest 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/ Recurring/ Nonrecurring/ Recurring Nonrecurring Per 1,000 records* Rounded to the nearest 1,000. AZ- WY /MTM/WOT Page 1 Copyright Qwest. All Rights Reserved CONFIDENTIAL v1 090710 QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE ATTACHMENT 1A TO QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE (For Washington only) These charges are based on Qwest receiving updates from one single location for the Private Switch listed on Attachment 1 The updates will be in separate "account files," one for each 911 system Qwest 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/ Recurring/ Nonrecurring/ Recurring Nonrecurring Per 100 records* 6.32 0.46 37.92 2.76 Set Up Charge per System 1,447 74 1,447 74 Rounded up to the nearest 100. AZ- WY /MTM/WOT Page 1 Copyright Qwest. All Rights Reserved. CONFIDENTIAL v1 090710 QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE ATTACHMENT 1A TO QWEST PRIVATE SWITCH /AUTOMATIC LOCATION IDENTIFICATION SERVICE (For Colorado, Idaho, and Wyoming only) These charges are based on Qwest receiving updates from one single location for the Private Switch listed on Attachment 1. The updates will be in separate "account files," one for each 911 system. Qwest 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/ Recurring/ Nonrecurring/ Recurring Nonrecurring Per 100 records* Set Up Charge per System Rounded to the nearest 100. AZ- WY /MTM/WOT Page 1 Copyright Qwest. All Rights Reserved CONFIDENTIAL v1 090710