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Home My WebLink AboutIT06-322 - Original - Verizon Select Services, Inc. - PBX Maintenance Agreement - 11/13/2006 Records Ma,nag'e' mentt� KENT Document WASHINGTON = __ CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact City Clerks Office. Vendor Name: Ve fl'ZOA) Vendor Number: JD Edwards Number Contract Number: This Is assigned by Deputy City Clerk Description: Detail: Project Name: Contract Effective Date: f I 15 Iwo Termination Date: 111 (310.1 � Contract Renewal Notice (Days): �0 Number of days required notice for termination or renewal or amendment Contract Manager: ad 400n r) Department: .1 7— Abstract: 5 Pubhc\RecordsManagement\Forms\ContractCover\ADCL7832 07/02 MAINTENANCE SERVICES AGREEMENT between the City of Kent and Verizon Select Services Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Verizon Select Services Inc., organized under the laws of the State of Delaware, located and doing business at 1800 41st Street, Everett, Washington 98201 [Attn: Kathy J. Traynor; phone 425-261-7834] (hereinafter the "Vendor", "VSSI" or "Verizon"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall perform maintenance services for the City's voice telephone equipment in accordance with the terms of this Agreement which includes the following exhibits, copies of which are attached and incorporated herein: • The Maintenance Services Exhibit A • VSSI Quote No. 8-2CXJCQ dated 10/25/2006, Exhibit B. • The Service Description for the specific maintenance service quoted, Exhibit C Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall provide maintenance services for City's voice telephone equipment as listed in the VSSI Quote stated in Section I above, for an initial period of one (1) year, with two (2) optional one-year renewal periods. The City may exercise its option to extend the Agreement for the two (2) additional one (1)-year renewal periods by providing Vendor written notice at least sixty (60) days prior to the end of the initial period or the first renewal period, as the case may be. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $33,379.20 for the services contemplated in this Agreement during the initial one (1)-year term. In the event the City exercises its options to extend the Agreement, the City will pay the Vendor an amount not to exceed $35,048.16 for option year 2 and $36,800.56 for option year 3, respectively. The City shall pay the Vendor the amounts set forth in the VSSI Quote stated in Section I above. Applicable Washington State Sales Tax shall be in addition to the above compensation amounts. Payments are due within thirty (30) days of receipt of the invoice ("Due Date") and any payment not received by the Due Date shall be subject to a late payment charge of the lesser of one and one-half percent (1.5%) per month and the maximum amount allowed by law Late payment charges will be assessed monthly against the amount due. If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. Verizon reserves the right to suspend or terminate any or all Services subject to this Agreement immediately if the City is more than sixty (60) days overdue for payments that have not been disputed in good faith. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized services. The parties agree to promptly negotiate an equitable resolution for any such incidents. VSSI-City of Kent Mamt Svcs Agmt Page 1 of 7 H G Wheeler 10 30 2006 B. Final Payment: Waiver of Claims. THE MAKING OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties Intend that an Independent Contractor-Employer Relationship will be created by this Agreement and that the Vendor has the ability to control and direct the performance and details of Its work, the City being interested only in the results obtained under this Agreement. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party ninety (90) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written change order for any change in the services to be provided during the performance of this Agreement. Vendor must submit a written change order request to the person listed in the notice provision section of this Agreement, Section XIV(D), within fourteen (14) calendar days of the date Vendor receives written notice of the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. The Vendor accepts all requirements of a change order by: (1) endorsing it, via signature of an officer of Vendor or (2) writing a separate acceptance signed by an officer of Vendor. No change order is effective until executed by both parties. A change order that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the date Vendor receives written notice of the requested change Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and VSSI-City of Kent Mamt Svcs Agmt Page 2 of H G Wheeler 10 30 2006 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time Incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN ONE HUNDRED EIGHTY (180) CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. Verizon warrants that it will perform the services provided under this Agreement in a good and workmanlike manner. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES FROM VERIZON, UNLESS OTHERWISE STATED IN AN EXHIBIT. OTHERWISE VERIZON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. VERIZON SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO VERIZON'S OR CUSTOMER'S TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. VSSI-City of Kent Mamt Svcs Agmt Page 3 of 7 H G Wheeler 10 30 2006 Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, a copy of which is attached and incorporated as Exhibit D, comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold harmless the City, its officers, officials, employees, agents and volunteers (collectively, the "indemnitee") against all third party claims and liabilities for direct damages imposed on the indemnitee for bodily injuries, including death, and for damages to real or tangible personal property to the extent caused by the negligent or otherwise tortious acts of omissions of Vendor, its agents or employees in the course of the performance of this Agreement. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit E attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work except where due to the negligence or willful misconduct of the City or its employees. XIV. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING A PARTY'S NEGLIGENCE) OR OTHERWISE, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, LOST PROFITS (ACTUAL OR ANTICIPATED), UNAVAILABILITY OF ALL OR PART OF THE SYSTEM, OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AMOUNTS OWED UNDER SECTION XI ("INDEMNIFICATION") ABOVE OR PAYMENTS OWED UNDER THIS AGREEMENT, VERIZON'S ENTIRE LIABILITY FOR ANY DAMAGE WHICH MAY ARISE HEREUNDER, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING VERIZON'S NEGLIGENCE, OR OTHERWISE, SHALL BE LIMITED TO $50,000. VERIZON SHALL BEAR NO LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT IN CONNECTION WITH LIFE SUPPORT SYSTEMS OR DEVICES OR PUBLIC SAFETY SYSTEMS. EXCEPT AS EXPRESSLY STATED OTHERWISE HEREIN, VERIZON SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR INTEROPERABILITY OR COMPATIBILITY OF THE SYSTEM WITH THIRD-PARTY PRODUCTS OR SYSTEMS THAT THE CITY MAY UTILIZE IN CONJUNCTION WITH THE SYSTEM OR TO WHICH THE CITY MAY CONNECT THE SYSTEM. XV. HAZARDOUS SUBSTANCES. The City certifies that it is not aware of the presence of any asbestos or other hazardous substance (as defined by any applicable state, federal or local VSSI-City of Kent Mamt Svcs Agmt Page 4 of 7 H G Wheeler 10 30 2006 hazardous waste or environmental law or regulation) at any location where Verizon is to perform services under this Agreement. If during such performance Verizon employees or agents encounter any such substance, the City agrees to take all necessary steps, at its own expense, to remove or contain the asbestos or other hazardous substance and to test the premises to ensure that exposure does not exceed the lowest exposure limit for the protection of workers. Verizon may suspend performance under this Agreement until the removal or containment has been completed and approved by the appropriate governmental agency and Verizon. Performance obligations under this Agreement shall be extended for the period of delay caused by said cleanup or removal. The City's failure to remove or contain hazardous substances shall entitle Verizon to terminate this Agreement without further liability, in which event the City shall reimburse Verizon for expenses Incurred in performing this Agreement until termination (Including but not limited to expenses associated with such termination, such as removing equipment, terminating leases, demobilization, etc.), and shall complete payment for any portion of the Services that have been delivered. XVI. FORCE MA]EURE. Neither party shall be liable for any delay or failure in performance under this Agreement arising out of acts or events beyond Its reasonable control, including but not limited to acts of God, war, terrorist acts, fire, flood, explosion, riot, embargo, acts of the Government in Its sovereign capacity, labor disputes, unavailability of equipment, software or parts from vendors, or changes requested by the City. The affected party shall provide prompt notice to the other party and shall be excused from performance to the extent of such caused delays or failures, provided that the party so affected shall use reasonable efforts to remove such causes of such delays or failures and both parties shall proceed whenever such causes are removed or cease. If performance of either party is prevented or delayed by circumstances as described in this section for more than ninety (90) days, either party may terminate the affected Service or Statement of Work. Notwithstanding the foregoing, the City shall not be relieved of its obligation to make any payments, including any late payment charges that are due to Verizon hereunder. XVII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of either party to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington or in the United States District Court, Western District of Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, I P g p g unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the VSSI-City of Kent Mamt Svcs Agmt Page 5 of 7 H G Wheeler 10 30 2006 date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Notwithstanding the foregoing, Verizon may, without prior notice, assign this Agreement, in whole or in part, to any Verizon affiliate. For purposes of this Section, "affiliate" shall mean a person or entity that directly or indirectly controls, is controlled by, or is under common control with Verizon. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Comoliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. VSSI-City of Kent Mamt Svcs Agmt Page 6 of 7 H G Wheeler 10 30 2006 IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. VERIZON BUSINESS FINANCIAL MANAGEMENT CITY OF KENT: CORPORATION, ON BEHALF OF VERIZON SELECT SERVICES INC. By:. /&4-v(; By (signature) (signature) Print Name: Suleiman Hessami Pn t Nam :, uzette Cooke Its Vice President, PCM It Ma or (Ti le / DATE: // I/ 05o DATE: / U NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Legal Department Paul Dunn, Information Technology Verizon Select Services Inc. City of Kent 22001 Loudoun County Parkway 220 Fourth Avenue South Ashburn, VA 20147 Kent, WA 98032 (703) 343-6896 (telephone) (253) 856-4611 (telephone) 703 343-6899 facsimile 253 856-4735 facsimile APPROVED AS TO FORM: APPROVED AS TO FORM: Verizon Law Department 4et C \DOCUME-1\GREGWH-1\LOCALS-1\Temp\notesFFF692\VSSI-City of Kent Maint Svcs Agmt 10 30 06 final doc VSSI-City of Kent Mamt Svcs Agmt Page 7 of 7 H G Wheeler 10 30 2006 10/31/2006 16:41 425-261-7942 VERIZON PAGE 05 Vi�'lY on MAINTENANCE SERVICES EX,I<iIBIT Voice Equipment Maintenance In addition to the terms and conditions of the Agreement,the following terms and conditions apply to voice equipment maintenance services. Verizon will provide the voice equipment maintenance service identified in the applicable quote and the Service Description(&)attached hereto and incorporated herein("VM Service") Verizon reserves the right to modify the Service Description from time to time. Such modifications would be presented to Customer at the time of renewal. Service Descriptions are available from Customer's Verizon account representative 1. Term and Termination. 1.1 VM Service for equipment not sold or installed by Verizon begins upon activation. VM Service shall remain in effect for the period set forth on Page 1 of the Agrcementimless terminated in accordance withthe Agreement). 12 VM Service does not include maintenance for additions to the System 2. Maintenance Plans. Once on-site maintenance has begun,it will continue uninterrupted during the hours for the VM Service as set forth in the applicable Service Description, Upon Customer's written request,Verizon will continue the maintenance activity beyond the plan hours,provided however,labor provided outside of Plan hours will be billed at Verizon's then current time and material labor rates 3. Major/Minor System Failure. Verizon will respond to major System failures within the time specified in the applicable Service Description. A major System failure is limited to one or more of the following: 3.1 TotaI inability to originate voice communications. 3.2 Total inability to receive and process incommg voice communications. 3.3 In a multi-point network in which each point has a defined street address,the total inability to originate,receive and process mcoming and outgoing voice communications. 3.4 Attendant console and/or night answer position failure 3 5 Twenty percent(20%)or more of the trunk-side ports out of service 3.6 Twenty percent(20%)or more of the line-side stations and/or ports out of service 3.7 Failure of the PBX system interface connecting to a call accounting system 38 Any other failure mutually agreed to in writing by Customer and Verizon, A minor System failure is defined as any System failure or malfunction,other than that defined as a major System failure Verizon will respond to minor System failures within the time specified in the applicable Service Description 4. Exclusions Maintenance Services do not include. 4.1 Additions,changes,relocations,removals,operating supplies or accessories. 42 Operator,System Administrator and end user training except as specifically identified in this Agreement and any attachment 4.3 Services necessitated by accident,casualty,neglect,misuse,intentional acts or any cause other than normal use of the System. 44 Repairs or replacements necessitated by lightning,radio frequency interference,power disturbances,fire,flood, earthquake,excessive moisture,Harmful Code or any event occurring external to the System that directly or indirectly causes a malfunction in the System,a private network to which the System is cormected,or in telephone lines,cable or other equipment connecting the System to the public telephone network. Harmful Code means any virus or machine- readable instructions and data designed to intentionally disrupt the operation of the software or hardware or intentionally destroy or damage software or hardware or data contained therein. 45 Services necessitated by use of the System with any other device or system not supplied or approved as to such combined use by Verizon,or use of any part of the System in a manner not specified by Verizon 4.6 Repair or maintenance or increase in normal service time resulting from Customer's failure to provide a suitable environment for the System or any other failure of Customer to perform its responsibilities. 47 Repair or replacement of Customer-owned outside plant cable unless specifically set forth in the applicable Statement of Work PXHIBIT NON-STANDARD Pagel ot'2 VZGenarated By i$oW JJ.2LZM VZ Approved To Form.LAhT 1 D U 2Q 10/31/2006 16:41 425-261-7942 VERIZON PAGE 66 4 8 Loss or recovery of Customer data. 4,9 Upgrades,enhancements or new releases of software or fnnware,except as specifically indicated in this Agreement and any attachment END OF MAINTENANCE SERVICES EXHIBIT NON-STANDARD Pege 2 of VZ Generated By IHGW' 100330067 VZAppmve4To Form E6R 10.0310061 10/31/2006 16:41 425-261-7942 VERIZON PAGE 03 z 0 0 m ¢¢ ¢4d4d - U Q O R 0 0 4 as a as D w m m W m O a m u�i o ? > > > � > > > y �cog rn o n O d0. a,aSaa IJ- U w w w UEtu N U 409 Tma p m Z 0 Ep� S £ u00i v WCW7w Y m m N apo 7 CN a O m n O m N CL a dY mZ N � 3 m ZK] r1 0 D OO N m N O w * ❑ N ONi V r- ❑m a h S •n r UQa a 7 60 a d UUQaa JC� gQF �Si�p Qm `Vd Z W � ZOV mNcy rWd' UObO.. z p Q J W IL ! 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( 5eWwwwezzz •• E!WWWLUW)\ 12+ : :: ! 7 �-; E §LL11 o§g0000 zz zzz= k m®a§■ § §/E t t § . � 2 � Verizon Voice Maintenance 8x5 and 24x7 Switch Only Service 8x5 and 24x7 Switch and Proprietary Phones Service 8x5 Switch and Phones Service Service Plan Description Overview of Service: Venzon's 8x5 and 24x7 Switch Only, 8x5 and 24x7 Switch &Proprietary Phones, and 8x5 Switch & Phones Service ("VM Service")covers the System, begins on the In-Service date and remains in effect as defined in the Agreement 8x5 and 24x7 Switch Only Service- provides coverage for equipment attached to the PBX cabinet(s)—excluding all phones 8x5 and 24x7 Switch& Proprietary Phones Service: provides coverage for proprietary phones attached to the PBX cabinet(s) 8x5 Switch&Phones Service: provides coverage for all proprietary and single line phones attached to the PBX cabinet(s) Voice-mail (including voice mail internal to the PBX cabinet)or other ancillary equipment that is part of Customer's voice network are not covered under the above plans, but are applicable for coverage under other Voice Maintenance service plans Service Deliverables: Venzon will provide to Customer the following deliverables as part of the VM Service: NOTE: The Service Deliverables are based upon Customer's location being within fifty(50)miles of a Verizon service center Verizon reserves the right to charge its then prevailing labor rate for travel to Customer locations that are greater than fifty (50) miles of a Verizon service center 1. Hours of Coverage• a 8x5 VM Service plans provide labor and material repair or replacement coverage for minor and major System failures from 8 00 a m to 5 00 p m (7 30 a m to 4 15 p m in Hawaii), local time, Monday through Friday ("Office Hours"), excluding Venzon-ob served holidays b 24x7 VM Service plans provide labor and material repair or replacement coverage for major System failures, 7 days a week 24 hours a day, including holidays Labor and material repair or replacement coverage for minor System failures is provided during Office Hours 2. Move, Add, and Change services (MAC), both remote and on-site,will be provided at Verizon's then prevailing time and material rate NOTE: Remote MAC includes those changes that can be made using the Site Event Buffer to access the switch and make necessary changes Not all requests can be completed remotely Those requests that can not be completed remotely will require an On-Site Technician A minimum one-hour trip charge will apply for those MACs, which require an on-site technician 3 Alarm Monitoring VM Service provides system alarm monitoring for that equipment which has monitoring capability NOTE 8x5 VM Services provides monitoring during Office Hours 24x7 VM Service provides monitoring 7 days a week and 24 hours a day 4 Remedial software maintenance VM Service provides software patches that have been identified by Verizon as necessary during trouble resolution, as provided from the manufacturer This does not include software upgrades 5 VM Service covers the PBX cabinet(s) and components internal to the PBX cabinet(s), including but not limited to CPU, line cards, trunk cards, and station equipment(telephone sets, where applicable)attached to the PBX cabinet(s) 6 Verizon, at its expense, provides new or like-new parts to replace or repair the equipment covered under the VM Service Pnmary 8x5-24x7 PBX SPD Pagel of 2 Rev 03 23 06 EXHIBIT (/ Response Time: 1 8x5 VM Service Plans Response time for major System failures will be two(2) hours Response time for major System failures, which occur outside of the VM Service plan hours,will be the next business day 2 24x7 VM Service Plans Response time for major System failures will be(2)hours 3 All VM Service Plans: Response times for minor System failures will be next business day 4 In all cases, response times will be measured from the time the Customer's trouble report is received by Verizon to the time work is started to correct the problem 5 Response is acknowledgment of a problem and work toward its resolution, involving one or more of the following (i) remote diagnostics, telephone consultation with respect to issue resolution, remote work to correct a problem with notification to Customer that on-site work is unnecessary (u) dispatch of technician(s)to Customer's premises The type of repair response will depend on Customer's equipment and the available remote connections 6 Venzon will charge its then prevailing labor rate for repair of major or minor failures if Customers with 8x5 VM Service plans request service be performed outside of Office Hours 7 Venzon will charge its then prevailing labor rate for repair of minor failures if Customers with 24x7 VM Service plans request service to be performed outside of Office Hours Customer Requirements: 1 Equipment not installed by Verizon, or equipment where the warranty is transferred by Customer to Venzon that is to receive VM Service, must be installed in compliance with manufacturer's recommended operating environment, including but not limited to, temperature, power conditioning, safety, accessibility for service, etc Venzon may recommend corrections or improvements to operating environments or PBX configuration Failure to comply with Verizon's recommended corrections or improvements may cause Venzon to reject the specific part or equipment and remove it from the VM Service 2 All equipment covered under the VM Service must be Year 2000(Y2K)compliant Equipment found not to be Y2K compliant must be upgraded by Customer prior to Venzon providing the VM Service 3 Customer must provide access to equipment, in a timely manner, during on-site VM Service 4 Dial-up connectivity from the Verizon Service Centers, for diagnostic and MAC purposes, is a prerequisite for all equipment covered under the VM Service Customer must provide analog circuit access and Verizon approved connectivity equipment to the PBX or services response times set forth herein will be void 5 If additional equipment and/or services are required from the Customer, such equipment and/or services will be set forth in the applicable Statement of Work Primary 8x5-24x7 PBX SPD Page2 of 2 Rev 03 23 06 10/31/2006 16:41 425-261-7942 VERIZON PAGE 07 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to compliance with Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement will comply with the regulations of the City's equal employment opportunity policies. The City requires any contractor, subcontractor or supplier working on this Agreement to certify that the following statements are true. T If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the statements below, it will be considered a breach of contract, subject to suspension or termination of the Agreement, in whole or in part, In the City's sole discretion. The statements are as follows: • `9�. 1. The Vendor has read the attached City of Kent administrative policy,number 1.2. 2, During the time of this Agreement, the Vendor will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability, 3. During the time of this Agreement, the Vendor will provide a written statement to all new employees and subcontractors indicating commitment' as an equal opportunity employer. 4. During the time of the Agreement, the Vendor will actively consider hiring and promoting women and minorities. By signing below, the Vendor certifies that it is in compliance with the City's equal opportunity policies regarding contractors, subcontractors and suppliers. Dated this 13TH day of OCTOBER 200 6, By: , For. VERTZOY COMMUNICATIONS Title: MGR EEO AND AFFIRMATIVE ACTION Date: OCTOBER 13TW 2006 10/31/2006 16:41 425-261-7942 VERIZON PAGE 09 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE, January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES; April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City" Kent will conform to federal and state laws, All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement, Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. I. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EXHIBIT E INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage 2. Commercial General Liabilit insurance shall be written on ISO occurrence form CG 00 01 or equivalent and shall cover liability ansing from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. There shall be no endorsement or modification of the Commercial General Liability insurance for liability ansing from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO blanket additional insured endorsement or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodilyinjury and ro property damage of $1 000 000 per accident. p P Y g 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions The following provisions for Automobile Liability and Commercial General Liability insurance shall apply: 1. The Contractor's insurance coverage shall be primary insurance as respect the City Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by mail has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability and Workers Compensation) as respects work performed by or on behalf of the contractor and a copy of a Certificate of insurance naming the City as additional insured. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A- •VII E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YY) 11/02/06 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Risk services, Inc. of New York ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 55 East 52nd street HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR New York NY 10055 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW COMPANIES AFFORDING COVERAGE COMPANY American Home Assurance CO is PHONE. (866) 266-7475 FAX- (866) 467-7847 A INSURED COMPANY Insurance company of the State of PA v verizon select services, Inc B 1800 41st street Everett WA 98201 USA COM`PANY National Union Fire Ins co of Pittsburgh 0 COMPANY Illinois National Insurance CO D COVERAGES SIR May Apply THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTNITHSTAN DING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT AITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO POLICY FFFEC rl V E POLICN EXPIRATION ITR TYPE OF INSL RANCE POLICY NUMBER DArL(MM/DD/YY) DATE(MNVDD/YY) ]LIMITS A GENERAL LIABILITY 4016936 06/30/06 06/30/07 GENERAL AGGREGATE $2,000,000 General a ability a X COMMERCIAL GENERAL LIABILITY °RODUCTS-COMPIOP AGG $2,7-1 OOD,000 O O CLAIMS MADE FX]OCCUR PERSONAL B ADV INJURY $2,01 OWNER'S B CONTRACTOR'S PROT EACH OCCURRENCE $27000,000 FIRE DAMAGE(Any onefre) S2,000,000 c MED EXP Any one person) $S,000 'Z d A AUTOMOBILE LIABILITY 3851527 06/30/06 06/30/07 m X ADto Liability COMBINED SINGLE LIMIT $1,000,000 ANY AUTO y (ADS) 4: F A 3851529 06/30/06 06/30/07 'i 4LL OWNED AUTOS BODILY INJURY � Auto Liability (TX) (Perpemonl U A SCHEDULED AUTOS 3851528 06/30/06 06/30/07 HIRED AUTOS Auto Liability (MA) BODILY INJURY A NON-OWNED AUTOS 3851530 06/30/06 06/30/07 (Per accident) Auto Liability (VA) PROPERTY DAMAGE GARAGE LIABILITY AUTOONLY EAACCIDENT ANY AUTO OTHER THAN AUTO ONLY EACHACCDENT AGGREGATE EXCESS LIABILITY EACH OCCJRRENCE UMBRELLA FORM AGGREGATE OTHER THAN UMBRELLA FORM A WORKER'S COMPENSATION AND 7575622 06 30 06 06/30/07 WC STATU OTH- / / X TORY LIMITS EMPLOYERS'LIABILITY workers Compensation EL EACH ACCIDENT A THE PROPRIETOR/ X INCL wc7575684 06/30/06 06/30/07 EL DISEASE POLICY LIMIT $1,000,000 PARTNERS/EXECUTIVE OFFICERS ARE EXCL CA EL DISEASE-EA EMPLOYEE $1,000,000ism _sm V� DESCRIPTION OF OPERATIONS/LOCATIONSlVEHICLESISPECIAL ITEMS The City of Kent is included as an Additional insured except for workers compensation as respects work performed b W or on behalf of the contractor The General Liability coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limit of the insurer's liability CERTIFICATE HOLDER CANCELLATION Nim a.: SHOULD AN, OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Kent EXPIRATION DATE THEREOF THE ISSUING COMPANY WILL ENDEAVOR TO MAIL N Attn: Margaret Bishop 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, y Ken 4 WA Avenue South BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY Kent WA 98032 USA �. OF ANY KIND UPON THE COMPANY ITS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE ACORD 2" 7t9 __ - ©ACORD CORPORATION 1988 Attachment to ACORD Certificate for verizon select services, Inc. The tens,�ondinons and pro%Islons noted below are hereby attached to the captioned certificate as additional descnphon of the coverage afforded by the miurer(s) Phis attachment does not contain all terms conditions, cooerages or exclusions contained DI the policy COMPANY INSURED Verizon Select Services, Inc COMPANY 1800 41st street Everett WA 98201 USA COMPANY COMPANY COMPANY If a policy below does not include limit information,refer to the corresponding policy on the ACORD ADDITIONAL POLICIES certificate form for policy limits POLICY POLICY CO TYPE OF INSURANCE POLICY NUMBER EFFFCTIFE EXPIRATION IIMITS LTR POLICY DESCRIPTION DATE DATE WORKERS COMPENSATION B wc757S681 06/30/06 06/30/07 FL c 7575683 06/30/06 06/30/07 OR D wc7575682 06/30/06 06/30/07 I, NY, WI B 7575725 06/30/06 06/30/07 R, MA, TN, VA DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS Certificate No- 570020041496