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HomeMy WebLinkAbout5.893 Original Contract ',I .5. g 9:5 . . PUBLIC SAFETY PRODUCT CPE E911 FULL REMEDIAL MAINTENANCE AGREEMENT Qwest CommUnications Corporation ("Qwest") and City of Port Angeles ("Customer"), a public entity organized under the laws of the State of Washington, hereby enter Into this Public Safety Product Maintenance Agreement ("Agreement"). Customer's current address, facsimile number, and person designated for notices are 321 E 5th Street. Port Angeles, WA 98362 Steve Romberg 1. Products and Services Supplied under this Agreement. Qwest Will provide, and Customer will purchase, maintenance service on the Public Safety Product(s) ("Product") specified in Attachment 1 to thiS Agreement, referred to hereinafter as "Service", according to the terms descnbed In Attachment 2, titled, "Maintenance ProvIsions" 2. Term. The term of thiS Agreement Will commence on May 1, 2008, and end on Apnl 30, 2009 Thereafter, the parties may renew thiS Agreement for annual terms by written amendment The rates and charges may be reVised at the time of renewal and any renewal Will specify any change In compensation or charges payable to Qwest 3. Maintenance Charges and Payment Terms. 3 1 Qwest's charges for maintenance performed under thiS Agreement are set forth In Attachment 3 All charges Will be inVOiced In accordance With the Payment Schedule set forth in Attachment 3 and paid Within 30 days of the inVOice date. 3 2 Late Payment Charge - Qwest Will apply a service charge of 1 %% per month on any unpaid balance not received by Qwest Within 30 days of the inVOice date 4. Taxes and Fees. Pnces do not Include taxes or fees, of any kind, established by governmental authontles Customer Will pay all such applicable taxes and fees when billed by Qwest Alternatively, Customer may supply Qwest a tax exemption certificate In a form satisfactory to Qwest 5. Customer Responsibilities. 5.1 Customer Will be responsible for maintaining proper enVIronmental conditions at Site, including but not limited to, air conditiOning, (If applicable), cleanliness, temperature requIrements, and electncal requirements 5 2 Customer Will ensure ItS personnel are available at site when maintenance IS needed and provide free access for Qwest personnel to supply maintenance services 6. Health and Safety Compliance. Qwest and Customer Will adhere to all applicable health and safety laws, rules and regulations including the Occupational Safety and Health Administration's ("OSHA") rules and regulations Customer agrees to certify that there IS no asbestos on any premises In any areas where Qwest Will be working In the event Customer Will not certify an asbestos free environment or asbestos IS discovered In the Qwest work area, there may be additional costs to perform under thiS Agreement In compliance With OSHA's rules and regulations Customer understands and agrees this Agreement does not Include the pnces attnbutable to working In an asbestos enVIronment including, but not limited to, asbestos sampling, testing, cleanup, or rerouting or delays caused by any of the above Customer understands and agrees that pnces attnbutable to any of the above Will be In addition to the pnce agreed to herein and Customer agrees to pay the additional amounts Customer's noncompliance With thiS provIsion Will be considered as Customer's default under thiS Agreement 7. Limitation of Liability. 7.1 OPERATION OF PUBLIC SAFETY SYSTEMS, AND PUBLIC SAFETY PRODUCTS IS THE COMPLETE AND SOLE UNDERTAKING OF CUSTOMER QWEST'S SOLE UNDERTAKING IS LIMITED TO PROVIDING MAINTENANCE SERVICE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT 7.2 IN NO EVENT WILL QWEST BE LIABLE TO CUSTOMER, OR TO ANY PERSON OR COMPANY USING ANY PRODUCT MAINTAINED HEREUNDER, OR TO ANY PERSON TO WHOM CUSTOMER FURNISHES A PRODUCT OR SERVICE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND, ARISING IN CONNECTION WITH, OR AS A RESULT OF THIS AGREEMENT. 73 QWEST'S SOLE LIABILITY WILL BE FOR ANY DIRECT OR ACTUAL DAMAGES RESULTING FROM ANY QWEST NEGLIGENCE, INTENTIONAL ACTS, OR MATERIAL BREACHES OF THIS MAINTENANCE AGREEMENT, AND IN NO EVENT WILL QWEST'S LIABILITY FOR DAMAGES ARISING FROM ANY CAUSE WHATSOEVER EXCEED THE HIGHER OF THE REPAIR COST OR THE REPLACEMENT COST OF THE PRODUCT FROM WHICH THE CLAIM ARISES 8. Adds; Changes. Customer and Qwest may change thiS Agreement by JOintly executing wntten addenda or by submitting a 911 CPE purchase order ("Purchase Order") to Qwest The amendment and/or Purchase Order Will be Signed by authonzed representatives of both parties and made a part of thiS Agreement. 9. Right to Subcontract. It IS speCifically agreed that Qwest may subcontract all or any portion of the work Without the pnor written consent of Customer Qwest Will remain responSible for the work of any subcontractor Q54777 Page 1 Copynght@ Qwest All Rights Reserved. CONFIDENTIAL v1.112807 10. Qwest Obligations. Qwest will perform ordinary maintenance on, and repairs to, Products listed In Attachment 1 as to manufacturer's onglnal performance specifications Qwest has no obligation to replace Product which can reasonably be repaired In the ordinary course of performing maintenance services Qwest will not maintain, repair or replace software resident within or added to Product The responsibilities of Qwest with respect to resident software will be limited to any remedies provided by the manufacturer of the resident software and such remedies will be passed through directly to Customer. Qwest has no responsibilities under this Agreement with respect to add-on software unless such responsibilities are specifically agreed to by both parties and incorporated In Attachment 2 to this Agreement 11. Indemnification for Claims Associated with Personal Injury, Death, or Property Damage Only. Each party will Indemnify and hold harmless the other party In connection with claims, losses, damages, liabilities, and law SUitS to the extent they arise from, or are alleged to arise from, negligent acts solely In connection with a party's performance under this Agreement or a party's use of, or operation of, the Product(s) sold, Installed, and maintained under this Agreement This indemnity extends solely to claims and lawsUits for personal inJury, death, or destruction of tangible property IN NO EVENT WILL QWEST BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR ANY REASON WHATSOEVER 12. Limited and Exclusive Warranty: Exclusions. 121 THE WARRANTY PROVIDED IN THIS PARAGRAPH IS LIMITED AND EXCLUSIVE. NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY TO MAINTENANCE SERVICES RENDERED UNDER THIS AGREEMENT 122 QWEST'S WARRANTY EXTENDS FOR 90 DAYS FROM THE DATE OF A MAINTENANCE SERVICE VISIT BY QWEST IF QWEST MAINTENANCE SERVICE IS NOT CONDUCTED IN A PROFESSIONAL MANNER OR IF IT IS MATERIALLY DEFECTIVE, OR IF MATERIALS USED BY QWEST IN SUPPLYING MAINTENANCE SERVICE ARE MATERIALLY DEFECTIVE, CUSTOMER'S SOLE REMEDY WILL BE TO REQUIRE QWEST TO AGAIN PERFORM MAINTENANCE SERVICE, CORRECT EARLIER MATERIAL DEFECTS IN SUCH SERVICE, AND REPLACE ANY MATERIALLY DEFECTIVE MATERIALS USED 123 QWEST WARRANTS THAT THE MAINTENANCE SERVICE QWEST PROVIDES UNDER THIS AGREEMENT WILL CONFORM TO MANUFACTURER'S SPECIFICATIONS AND THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT 124 QWEST WARRANTS THAT PERSONNEL WHO PERFORM MAINTENANCE TASKS AND FUNCTIONS FOR QWEST IN CONNECTION WITH THIS WARRANTY UNDER THIS AGREEMENT WILL BE QUALIFIED TO PERFORM ASSIGNED TASKS AND FUNCTIONS IN A PROFESSIONAL MANNER. 125 IF THE SERVICES PROVIDED BY QWEST UNDER THIS AGREEMENT FAIL TO MEET THE TERMS OF THIS WARRANTY AS A RESULT OF FORCE MAJEURE CONDITIONS, ACTIONS OR NEGLIGENCE BY CUSTOMER, ACTIONS OR NEGLIGENCE BY THIRD PARTIES OR UNRELATED PERSONS (OTHER THAN AN AGENT OR INDEPENDENT CONTRACTOR OF QWEST), OPERATOR ERROR, USE OF IMPROPER SUPPLIES, OR CUSTOMER'S CONNECTION OF PERIPHERAL PRODUCT, CUSTOMER WILL PAY ALL COSTS AND CHARGES ASSOCIATED WITH MAINTENANCE AND REPAIR ACTIVITIES 126 THIS WARRANTY EXCLUDES 1) ELECTRICAL WORK OF ANY KIND EXTERNAL TO MAINTENANCE PERFORMED UNDER THIS AGREEMENT, 2) ANY WORK OR PRODUCT RELATING TO MAINTAINING A PROPER ENVIRONMENT AT SITE, 3) SUPPLIES AND MATERIALS FOR PAINTING OR REFINISHING PRODUCT(S) SERVICED UNDER THIS AGREEMENT, AND 4) WARRANTY AND MAINTENANCE ON UNINTERRUPTIBLE POWER SUPPLY ("UPS"), INCLUDING BATTERY REPLACEMENT. 127 THIS WARRANTY ALSO EXCLUDES ANY DIFFICULTIES WITH PRODUCT ARISING FROM TELECOMMUNICATIONS SUPPLIED TO CUSTOMER BY A TELECOMMUNICATIONS COMMON CARRIER, A CONTRACT CARRIER, OR A PRIVATE CARRIER, INCLUDING BUT NOT LIMITED TO INTERRUPTIONS IN LOCAL EXCHANGE TELEPHONE SERVICES 128 QWEST DOES NOT WARRANT THAT MAINTENANCE SERVICE WILL PERMIT PRODUCT TO OPERATE FREE FROM ERROR OR INTERRUPTION THIS WARRANTY DOES NOT COVER SITUATIONS ARISING FROM EVENTS, FAILURES, OR ACTIONS CONCERNING SALES, DELIVERY, INSTALLATION, OR OPERATION OF PRODUCT 13. Governing Law; Forum. Washington state law, Without regard to cholce-of-Iaw pnnclples, governs all matters ansing out of, or relating to, this Agreement Any legal proceeding anslng out of this Agreement Will be brought In a U S. District Court, or absent federal Junsdlctlon, In a state court of Clallam County, Washington But Qwest may, at ItS discretion, Initiate proceedings in Denver, Colorado to collect undisputed amounts billed 14. Notices. Unless otherwise provided herein, all required notices to Qwest must be In wntlng, 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 Counselor 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 delivered via regular US Mail, (c) when delivered via overnight couner mall, or (d) when delivered by fax If duplicate notice IS also sent by regular U.S Mall. 15. Confidentiality; Publicity. Neither party Will, Without the pnor wntten 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 Q54777 Page 2 CONFIDENTIAL Copynght @ Qwest. All Rights Reserved v1 112807 . 'required to achieve the purposes of, the Agreement) the Confidential Information of the other party Qwest's consent may only be given by Its Legal Department "Affiliate" means any entity controlled by, controlling, or under common control with a party 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 nghts or obligations under the Agreement, proVided that the disclOSing party gives the non-disclosing party reasonable pnor wntten notice "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, propnetary 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 16. General Provisions. Customer represents that It IS not a reseller and will not resell the Service Customer may not assign the Agreement or any of its nghts or obligations under the Agreement Without the pnor wntten consent of Qwest, which consent Will not be unreasonably Withheld Customer may not assign to a reseller or a telecommUnications carner under any circumstances The Agreement is intended solely for Qwest and Customer and not to benefit any other person or entity, (e g , End Users) "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 If any term of the Agreement IS held unenforceable, such term Will be construed as nearly as possible to reflect the onglnal Intent of the parties and the remaining terms Will remain In effect Neither party's failure to inSiSt upon stnct performance of any provIsion of the Agreement Will be construed as a waiver of any of ItS nghts hereunder. All terms of the Agreement that should by their nature survive the termination of the Agreement Will so survive. 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 stnke, sabotage, fiber cuts, acts of terror, matenal shortages or unavailability, government laws or regulations, war or CIVil disorder, or failures of suppliers of goods and services Except for tanff or Service modifications initiated by Qwest, all amendments to the Agreement must be In writing and signed by the parties' authonzed 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 nght at any time to reject any handwntten change to the Agreement 17. Entire Agreement. ThiS Agreement constitutes the entire agreement between Customer and Qwest and supersedes all pnor oral or wntten agreements or understandings relating to thiS subject matter Qwest and Customer execute and authonze this Agreement as of the last date shown below City of Port Angeles /.j ~ ~--~ Authonzed Slg ture ~~ BIZ4fJAJ Name Typed r Pnnted ~~ If; - ~</. - DR Date Qwest Communications Corporation ~~~ Authonzed Signature ~f~rpn~~~ M -1- 5'+- Q54777 Page 3 CONFIDENTIAL Copynght @ Qwest All Rights Reserved v1.112807 " . ATTACHMENT 1 TO PUBLIC SAFETY PRODUCT MAINTENANCE AGREEMENT BETWEEN CUSTOMER AND QWEST COMMUNICATIONS CORPORATION -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- CONFIDENTIAL INFORMATION -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- PRODUCT SCHEDULE Product Description Product Number Quantitv Location Positron Equipment - No changes from last year. Q54777 Page 1 CONFIDENTIAL Copyright @ Owest. All Rights Reserved v1 112807 '. . ATTACHMENT 2 TO PUBLIC SAFETY PRODUCT MAINTENANCE AGREEMENT BETWEEN CUSTOMER AND QWEST COMMUNICATIONS CORPORATION --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- CONFIDENTIAL INFORMATION --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- MAINTENANCE PROVISIONS General. After eXpiration of the warranty period, all Product(s) listed In Attachment 1 Will be maintained In accordance with the manufacturer's Original performance speCifications 1. Service and Scope. 1 1 Qwest Will provide remedial maintenance on Product(s) listed In Attachment 1, 24 hours a day, seven days a week on a call out basIs 1 2 Qwest will target a response time of two hours from receipt of a call to respond to service-affecting call outs 1 3 Remedial maintenance means maintenance Qwest deems reasonably appropriate and necessary to return Product(s) listed In Attachment 1 to proper operating condition as speCified In the manufacturer's performance speCifications 1.4 Prior to call-out, Customer must follow routine test procedures, as speCified by Qwest, to localize the cause of a problem 1 5 After localization of trouble to the Product(s), Customer will Immediately notify Qwest, by phone, of any Product(s) malfunction. 2. Repair and Replacement of Parts. 2 1 Qwest Will have the option to repair or replace Product(s) speCified In Attachment 1, or parts thereof 2.2 When Qwest replaces parts or Product(s), the replacement parts become the property of Customer and the replaced parts become the property of Qwest. 23 Qwest may, at ItS option, use reconditioned parts or components of Product(s) as replacements In the event a better, more reliable replacement part becomes available, Qwest Will notify Customer and Customer Will have the option to choose the exact replacement part or the new, more reliable replacement part 3. Software Upgrades (Optional). Customer may select the software upgrade program listed on Attachment 3 The availability of thiS option IS contingent on the type of Product used If Customer selects the software upgrade program, the manufacturer, through Qwest, Will make new versions and releases of the Product software available for deployment during the contract period Customer must agree to the software license agreement(s) prOVided by the Product manufacturer If Customer IS not Willing to agree to a manufacturer's software license terms, Qwest Will not offer the software upgrade program The software upgrade program IS limited to only the software If any additional hardware or equipment is reqUired to use the software upgrade program, the cost of such additional hardware or equipment Will be Customer's responSibility Any required labor that is provided by a vendor and/or Qwest WIll be billed on a time & material baSIS at then-current rates and charges Rates for the software upgrade program are shown In the Software Upgrade Program Schedule In Attachment 3 Maintenance for the software upgrade program Will be incorporated Into the Maintenance Payment Schedule In Attachment 3 4. Exclusions. 4 1 Service calls for Product(s) listed In Attachment 1 that are damaged as a result of misuse of the Product(s), abUSive enVironment, Customer modification, Customer Interfaces with peripheral Product(s), moves, vandalism, operator error, use of Improper supplies, Force Majeure events, or other causes beyond normal usage of the Product(s) are not covered by thiS Agreement However, If Customer requests Qwest to make repairs under such Circumstances, and If Qwest agrees to make such repairs, Qwest Will proVide repair at Qwest's then current hourly charge rate for service techniCians All parts required to repair the Product(s) Will be paid by Customer at the then current parts list price 4 2 Service calls to locations which are remote from the primary locations listed herein are not covered by thiS Agreement 43 Headsets, Uninterruptlble Power Supplies ("UPS"), personal computers, printers, and any equipment not listed on Attachment 1 to thiS Agreement are not covered by thiS Agreement. 5. Rates and Charges. 5 1 Qwest may initiate an Increase on each anniversary of the effective date of the Agreement, not to exceed 10% annually, prOVided Qwest notifies Customer, In Writing, 30 days In advance of any such Increase Maintenance charges are prOVided In Attachment 3 to thiS Agreement Q54777 Page 1 CONFIDENTIAL Copyright @ Qwest. All Rights Reserved v1.112807 .... " . , ~. \ ATTACHMENT 3 TO PUBLIC SAFETY PRODUCT MAINTENANCE AGREEMENT BETWEEN CUSTOMER AND QWEST COMMUNICATIONS CORPORATION --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- CONFIDENTIAL INFORMATION --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- MAINTENANCE CHARGES AND PAYMENT SCHEDULE FULL REMEDIAL MAINTENANCE Maintenance Term (1 YEARS) 2 Maintenance Payment Schedule Customer Will pay the following charges In accordance with the follOWing payment schedule Schedule Annual Maintenance Charaes First Year $15,00582 Second Year $ Third Year $ Fourth Year $ Fifth Year $ 3. Software Upgrade Program Schedule Customer Will pay the follOWing charges In accordance with the follOWing payment schedule Schedule Annual Software Uoarade Proaram Charaes* First Year $ Second Year $ Third Year $ Fourth Year $ Fifth Year $ *Any labor required and provided by a vendor and/or Qwest Will be billed on a time & material basIs at current rates and charges. LA ~3 ' \ Customer I -..J ~ l' ~" (I nltlal Qwest ~ (Initials) Q54777 Page 2 CONFIDENTIAL COPYright @ Qwest. All Rights Reserved v1 112807 FORTANGELES WAS H I N G TON, U. S. A. City Clerk's Office June 25,2008 Dave Young Qwest Communications 1600 7th Avenue, 20th Floor Seattle, W A 98191 Re: Public Safety Product - CPE E9ll Full Remedial Maintenance Agreement Dear Mr. Young, At its meeting of June 24, 2008, the Port Angeles City Council approved the above referenced agreement between the City of Port Angeles and Qwest Communications Corporation. Enclosed are two copies of the agreement as signed by the Mayor. Please obtain the appropriate signature for Qwest Communications and return one fully executed copy to my attention. Thank you for your assistance, and please feel free to contact me if there are any questions. Sincerely yours, b~~ Becky 1. Upton, CMC City Clerk Enclosures Phone: 360-417-4634 / Fax: 360-417-4609 Website: www.cityofpa.us / Email: cltyclerk@cltyofpa.us 321 East Fifth Street - P.O. Box 1150/ Port Angeles, WA98362-0217 "'!r.y t -~t' .5. g'i!3 PUBLIC SAFETY PRODUCT CPE E911 FULL REMEDIAL MAINTENANCE AGREEMENT Qwest Communications Company, LLC ("Qwest") and City of Port Angeles ("Customer"), a public entity organized under the laws of the State of Washington, hereby enter into this Public Safety Product Maintenance Agreement ("Agreement"). Customer's current address, facsimile number, and person designated for notices are: 321 E. 5th Street. Port Angeles, WA 98362. Steve Romberg 1. Products and Services Supplied under this Agreement. Qwest will provide, and Customer will purchase, maintenance service on the Public Safety Product(s) ("Product") specified in Attachment 1 to this Agreement, referred to hereinafter as "Service", according to the terms described in Attachment 2, titled, "Maintenance Provisions." 2. Term. The term of this Agreement will commence on May 1, 2009, and end on April 30, 2010. Thereafter, the parties may renew this Agreement for annual terms by written amendment. The rates and charges may be revised at the time of renewal and any renewal will specify any change in compensation or charges payable to Qwest. 3. Maintenance Charges and Payment Terms. 3.1 Qwest's charges for maintenance performed under this Agreement are set forth in Attachment 3. All charges will be invoiced in accordance with the Payment Schedule set forth in Attachment 3 and paid within 30 days of the invoice date. 3.2 Late Payment Charge - Qwest will apply a service charge of 1 y,% per month on any unpaid balance not received by Qwest within 30 days of the invoice date. 4. Taxes and Fees. Prices do not include taxes or fees, of any kind, established by governmental authorities. Customer will pay all such applicable taxes and fees when billed by Qwest. Alternatively, Customer may supply Qwest a tax exemption certificate in a form satisfactory to Qwest. 5. Customer Responsibilities. 5.1 Customer will be responsible for maintaining proper environmental conditions at site, including but not limited to, air conditioning, (if applicable), cleanliness, temperature requirements, and electrical requirements. Customer agrees to follow the National Emergency Numbering Association ("NENA") recommendations and guidelines as set forth in the NENA Technical Information Document 04-502, which can be found at www.nena.org. 5.2 Customer will ensure its personnel are available at site when maintenance is needed and provide free access for Qwest personnel to supply maintenance services. 6. Health and Safety Compliance. Qwest and Customer will adhere to all applicable health and safety laws, rules and regulations including the Occupational Safety and Health Administration's ("OSHA") rules and regulations. Customer agrees to certify that there is no asbestos on any premises in any areas where Qwest will be working. In the event Customer will not certify an asbestos free environment or asbestos is discovered in the Qwest work area, there may be additional costs to perform under this Agreement in compliance with OSHA's rules and regulations. Customer understands and agrees this Agreement does not include the prices attributable to working in an asbestos environment including, but not limited to, asbestos sampling, testing, cleanup, or rerouting or delays caused by any of the above. Customer understands and agrees that prices attributable to any of the above will be in addition to the price agreed to herein and Customer agrees to pay the additional amounts. Customer's noncompliance with this provision will be considered as Customer's default under this Agreement. 7. Limitation of Liability. 7.1 OPERATION OF PUBLIC SAFETY SYSTEMS, AND PUBLIC SAFETY PRODUCTS IS THE COMPLETE AND SOLE UNDERTAKING OF CUSTOMER. QWEST'S SOLE UNDERTAKING IS LIMITED TO PROVIDING MAINTENANCE SERVICE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. 7.2 IN NO EVENT WILL QWEST BE LIABLE TO CUSTOMER, OR TO ANY PERSON OR COMPANY USING ANY PRODUCT MAINTAINED HEREUNDER, OR TO ANY PERSON TO WHOM CUSTOMER FURNISHES A PRODUCT OR SERVICE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND, ARISING IN CONNECTION WITH, OR AS A RESULT OF THIS AGREEMENT. 7.3 QWEST'S SOLE LIABILITY WILL BE FOR ANY DIRECT OR ACTUAL DAMAGES RESULTING FROM ANY QWEST NEGLIGENCE, INTENTIONAL ACTS, OR MATERIAL BREACHES OF THIS MAINTENANCE AGREEMENT, AND IN NO EVENT WILL QWEST'S LIABILITY FOR DAMAGES ARISING FROM ANY CAUSE WHATSOEVER EXCEED THE HIGHER OF THE REPAIR COST OR THE REPLACEMENT COST OF THE PRODUCT FROM WHICH THE CLAIM ARISES. 8. Adds; Changes. Customer and Qwest may change this Agreement by jointly executing written addenda or by submitting a 911 CPE purchase order ("Purchase Order") to Qwest. The amendment and/or Purchase Order will be signed by authorized representatives of both parties and made a part of this Agreement. OMR #Q191444 Page 1 CONFIDENTIAL Copyright @ Qwest. All Rights Reserved. v1.010209 .; '7 ,.. 9. Right to Subcontract. It is specifically agreed that Qwest may subcontract all or any portion of the work without the prior written consent of Customer. Qwest will remain responsible for the work of any subcontractor. 10. Qwest Obligations. Qwest will perform ordinary maintenance on, and repairs to, Products listed in Attachment 1 as to manufacturer's original performance specifications. Qwest has no obligation to replace Product which can reasonably be repaired in the ordinary course of performing maintenance services. Qwest will not maintain, repair or replace software resident within or added to Product. The responsibilities of Qwest with respect to resident software will be limited to any remedies provided by the manufacturer of the resident software and such remedies will be passed through directly to Customer. Qwest has no responsibilities under this Agreement with respect to add-on software unless such responsibilities are specifically agreed to by both parties and incorporated in Attachment 2 to this Agreement. 11. Indemnification for Claims Associated with Personal Injury, Death, or Property Damage Only. Each party will indemnify and hold harmless the other party in connection with claims, losses, damages, liabilities, and law suits to the extent they arise from, or are alleged to arise from, negligent acts solely in connection with a party's performance under this Agreement or a party's use of, or operation of, the Product(s) sold, installed, and maintained under this Agreement. This indemnity extends solely to claims and lawsuits for personal injury, death, or destruction of tangible property. IN NO EVENT WILL QWEST BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR ANY REASON WHATSOEVER. 12. Limited and Exclusive Warranty: Exclusions. 12.1 THE WARRANTY PROVIDED IN THIS PARAGRAPH IS LIMITED AND EXCLUSIVE. NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY TO MAINTENANCE SERVICES RENDERED UNDER THIS AGREEMENT. 12.2 QWEST'S WARRANTY EXTENDS FOR 90 DAYS FROM THE DATE OF A MAINTENANCE SERVICE VISIT BY QWEST. IF QWEST MAINTENANCE SERVICE IS NOT CONDUCTED IN A PROFESSIONAL MANNER OR IF IT IS MATERIALLY DEFECTIVE, OR IF MATERIALS USED BY QWEST IN SUPPLYING MAINTENANCE SERVICE ARE MATERIALLY DEFECTIVE, CUSTOMER'S SOLE REMEDY WILL BE TO REQUIRE QWEST TO AGAIN PERFORM MAINTENANCE SERVICE, CORRECT EARLIER MATERIAL DEFECTS IN SUCH SERVICE, AND REPLACE ANY MATERIALLY DEFECTIVE MATERIALS USED. 12.3 QWEST WARRANTS THAT THE MAINTENANCE SERVICE QWEST PROVIDES UNDER THIS AGREEMENT WILL CONFORM TO MANUFACTURER'S SPECIFICATIONS AND THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. 12.4 QWEST WARRANTS THAT PERSONNEL WHO PERFORM MAINTENANCE TASKS AND FUNCTIONS FOR QWEST IN CONNECTION WITH THIS WARRANTY UNDER THIS AGREEMENT WILL BE QUALIFIED TO PERFORM ASSIGNED TASKS AND FUNCTIONS IN A PROFESSIONAL MANNER. 12.5 IF THE SERVICES PROVIDED BY QWEST UNDER THIS AGREEMENT FAIL TO MEET THE TERMS OF THIS WARRANTY AS A RESULT OF FORCE MAJEURE CONDITIONS, ACTIONS OR NEGLIGENCE BY CUSTOMER, ACTIONS OR NEGLIGENCE BY THIRD PARTIES OR UNRELATED PERSONS (OTHER THAN AN AGENT OR INDEPENDENT CONTRACTOR OF QWEST), OPERATOR ERROR, USE OF IMPROPER SUPPLIES, OR CUSTOMER'S CONNECTION OF PERIPHERAL PRODUCT, CUSTOMER WILL PAY ALL COSTS AND CHARGES ASSOCIATED WITH MAINTENANCE AND REPAIR ACTIVITIES. 12.6 THIS WARRANTY EXCLUDES: 1) ELECTRICAL WORK OF ANY KIND EXTERNAL TO MAINTENANCE PERFORMED UNDER THIS AGREEMENT; 2) ANY WORK OR PRODUCT RELATING TO MAINTAINING A PROPER ENVIRONMENT AT SITE; 3) SUPPLIES AND MATERIALS FOR PAINTING OR REFINISHING PRODUCT(S) SERVICED UNDER THIS AGREEMENT; AND 4) WARRANTY AND MAINTENANCE ON UNINTERRUPTIBLE POWER SUPPLY ("UPS"), INCLUDING BATTERY REPLACEMENT. 12.7 THIS WARRANTY ALSO EXCLUDES ANY DIFFICULTIES WITH PRODUCT ARISING FROM TELECOMMUNICATIONS SUPPLIED TO CUSTOMER BY A TELECOMMUNICATIONS COMMON CARRIER, A CONTRACT CARRIER, OR A PRIVATE CARRIER, INCLUDING BUT NOT LIMITED TO INTERRUPTIONS IN LOCAL EXCHANGE TELEPHONE SERVICES. 12.8 QWEST DOES NOT WARRANT THAT MAINTENANCE SERVICE WILL PERMIT PRODUCT TO OPERATE FREE FROM ERROR OR INTERRUPTION. THIS WARRANTY DOES NOT COVER SITUATIONS ARISING FROM EVENTS, FAILURES, OR ACTIONS CONCERNING SALES, DELIVERY, INSTALLATION, OR OPERATION OF PRODUCT. 13. Governing Law; Dispute Resolution. 13.1 Governing Law; Forum. Washington state law, without regard to choice-of-Iaw principles, governs all matters arising out of, or relating to, this Agreement. Any legal proceeding arising out of 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. 14. 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 Counselor 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 delivered via regular U.S. Mail; (c) OMR #Q191444 Page 2 CONFIDENTIAL Copyright @ Qwest. All Rights Reserved. v1.010209 .. 1.'1, when delivered via overnight courier mail; or (d) when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 15. 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. Owest's consent may only be given by its Legal Department. "Affiliate" means any entity controlled by, controlling, or under common control with a party. 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, provided that the disclosing party gives the non-disclosing party reasonable prior written notice. "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. 16. General Provisions. Customer represents that it is not a reseller and will not resell the Service. Customer may not assign the Agreement or any of its rights or obligations under the Agreement without the prior written consent of Owest, which consent will not be unreasonably withheld. Customer may not assign to a reseller or a telecommunications carrier under any circumstances. The Agreement is intended solely for Owest and Customer and not to benefit any other person or entity, (e.g., End Users). "End User" means Customer's members, end users, customers, or any other third parties who use or access the Service or the Owest network via the Service. 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. 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 Owest, 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. 17. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Owest and supersedes all prior oral or written agreements or understandings relating to this subject matter. Owest and Customer execute and authorize this Agreement as of the last date shown below: CITY OF PORT ANGELES ~.a~ Authorized Sign re &AR....Y BRAl1 AI Name Typed or Printed ~VDf0 Title Qwest Communications Company, LLC "--- ~a...-V/ ~~ Authorized Signature . f. . ~/( 4' IC'( "1 "8-t <0'V' Name Typed or Prlnted . I /___ Offe'Management - 71-a.g:' An 0.- Y fT T'"S { ' ~ I 0 ~ / Date 5-5-0Q Date OMR #0191444 Page 3 CONFIDENTIAL Copyright @ Owest. All Rights Reserved. v1.010209 .1" , . ATTACHMENT 1 TO PUBLIC SAFETY PRODUCT MAINTENANCE AGREEMENT BETWEEN CUSTOMER AND QWEST COMMUNICATIONS COMPANY, LLC -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- CONFIDENTIAL INFORMATION -------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- PRODUCT SCHEDULE Product Description Product Number Quantity Location Positron Equipment - No changes from last Year. OMR #0191444 Page 4 CONFIDENTIAL Copyright @ Owest. All Rights Reserved. v1.010209 . ... I, ~ ATTACHMENT 2 TO PUBLIC SAFETY PRODUCT MAINTENANCE AGREEMENT BETWEEN CUSTOMER AND QWEST COMMUNICATIONS COMPANY, LLC ============================================================================================= CONFIDENTIAL INFORMATION ============================================================================================= MAINTENANCE PROVISIONS General. After expiration of the warranty period, all Product(s) listed in Attachment 1 will be maintained in accordance with the manufacturer's original performance specifications. 1. Service and Scope. 1.1 Owest will provide remedial maintenance on Product(s) listed in Attachment 1, 24 hours a day, seven days a week on a call out basis. 1.2 Owest will target a response time of two hours from receipt of a call to respond to service-affecting call outs. 1.3 Remedial maintenance means maintenance Owest deems reasonably appropriate and necessary to return Product(s) listed in Attachment 1 to proper operating condition as specified in the manufacturer's performance specifications. 1.4 Prior to call-out, Customer must follow routine test procedures, as specified by Owest, to localize the cause of a problem. 1.5 After localization of trouble to the Product(s), Customer will immediately notify Owest, by phone, of any Product(s) malfunction. 2. Repair and Replacement of Parts. 2.1 Owest will have the option to repair or replace Product(s) specified in Attachment 1, or parts thereof. 2.2 When Owest replaces parts or Product(s), the replacement parts become the property of Customer and the replaced parts become the property of Owest. 2.3 Owest may, at its option, use new, reconditioned, or a later version of the parts or components of Product(s) to replace parts. In the event a better, more reliable replacement part becomes available, Owest will notify Customer and Customer will have the option to choose the exact replacement part or the new, more reliable replacement part. 3. Software Upgrades (Optional). Customer may select the software upgrade program listed on Attachment 3. The availability of this option is contingent on the type of Product used. If Customer selects the software upgrade program, the manufacturer, through Owest, will make new versions and releases of the Product software available for deployment during the contract period. Customer must agree to the software license agreement(s) provided by the Product manufacturer. If Customer is not willing to agree to a manufacturer's software license terms, Owest will not offer the software upgrade program. The software upgrade program is limited to only the software. If any additional hardware or equipment is required to use the software upgrade program, the cost of such additional hardware or equipment will be Customer's responsibility. Any required labor that is provided by a vendor and/or Owest will be billed on a time & material basis at then-current rates and charges. Rates for the software upgrade program are shown in the Software Upgrade Program Schedule in Attachment 3. Maintenance for the software upgrade program will be incorporated into the Maintenance Payment Schedule in Attachment 3. 4. Exclusions. 4.1 Service calls for Product(s) listed in Attachment 1 that are damaged as a result of misuse of the Product(s), abusive environment, Customer modification, Customer interfaces with peripheral Product(s), moves, vandalism, operator error, use of improper supplies, Force Majeure events, or other causes beyond normal usage of the Product(s) are not covered by this Agreement. However, if Customer requests Owest to make repairs under such circumstances, and if Owest agrees to make such repairs, Owest will provide repair at Owest's then current hourly charge rate for service technicians. All parts required to repair the Product(s) will be paid by Customer at the then current parts list price. 4.2 Service calls to locations which are remote from the primary locations listed herein are not covered by this Agreement. 4.3 Headsets, Uninterruptible Power Supplies ("UPS"), personal computers, printers, and any equipment not listed on Attachment 1 to this Agreement are not covered by this Agreement. 5. Rates and Charges. 5.1 Owest may initiate an increase on each anniversary of the effective date of the Agreement, not to exceed 10% annually, provided Owest notifies Customer, in writing, 30 days in advance of any such increase. Maintenance charges are provided in Attachment 3 to this Agreement. OMR #0191444 Page 5 CONFIDENTIAL Copyright @ Owest. All Rights Reserved. v1.010209 . ' \""111 . ",-.;.' t ATTACHMENT 3 TO PUBLIC SAFETY PRODUCT MAINTENANCE AGREEMENT BETWEEN CUSTOMER AND QWEST COMMUNICATIONS COMPANY, LLC --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- CONFIDENTIAL INFORMATION --------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- MAINTENANCE CHARGES AND PAYMENT SCHEDULE FULL REMEDIAL MAINTENANCE 1. Maintenance Term. (1 YEAR) 2. Maintenance Payment Schedule. Customer will pay the following charges in accordance with the following payment schedule. Schedule Annual Maintenance Char~es First Year $15,756.00 Second Year $ Third Year $ Fourth Year $ Fifth Year $ 3. Software Upgrade Program Schedule. Customer will pay the following charges in accordance with the following payment schedule. Schedule Annual Software Upgrade Program Charges* First Year $ Second Year $ Third Year $ Fourth Year $ Fifth Year $ *Any labor required and provided by a vendor and/or Owest will be billed on a time & material basis at current rates and charges. Customer titfA- (Initials) Owest ~~ (Initials) OMR #0191444 ,.. Page 6 . CONFIDENTIAL Copyright @ Owest. All Rights Reserved. v1.010209 5.893 AMENDMENT TO THE PUBLIC SAFETY PRODUCT CPE E911 FULLREMEDIAL MAINTENANCE AGREEMENT THIS AMENDMENT NO 3 (this "Amendment) by and between Qwest Communications Company, LLC d /b /a Century Link QCC "Century Link and City of Port Angeles "Customer"), hereby amends the Public Safety Product CPE E911 Full Remedial Maintenance Agreement, Content ID. 289754, as may have been previously amended (the "Agreement Except as set forth in the Amendment, capitalized terms will have the definitions assigned to them in the Agreement. Century Link and Customer with to amend the Agreement as follows 1. Extension of Term. The Term of the Agreement is extended for twelve (12) months from May 1, 2012 to April 30, 2013 "Renewal Period The Maintenance Service for this Renewal Period will be billed annually in the amount of $15,610 11 for the equipment outlined in the Product Schedule in Attachment 1 of the Agreement. 2. Miscellaneous. This Amendment will be effective as of the date is executed by CenturyLink after the Customer's signature (the "Amendment Effective Date and be deemed a part of the Agreement. All other terms and conditions in the Agreement will remain in full force and effect and be binding on the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter of this Amendment, and in the event there are any inconsistencies between the two documents, the terms of the Amendment will control. Electronic signatures on this Amendment will be accepted only in the form and manner prescribed by CenturyLink City of Port Angeles Qwest Communications Company, LLC d /b /a Cent Link QCC o -d Si. n.ture on:- ..ignatu 4 r d oti me ep�ed mte Name d or Pnn d 4 II lJtMr� og CO oc d 1 a Title ule 22 201. Date Date OMR N40359 amends #N06741amends #Q492854 amends #Q191444 1 of 1 CenturyLink, Inc All Rights Reserved. CONFIDENTIAL v1. 080811 AMENDMENT 2 TO QWEST PUBLIC SAFETY PRODUCT CPE E911 FULL REMEDIAL MAINTENANCE AGREEMENT THIS AMENDMENT NO. 2 (this "Amendment by and between Qwest Communications Company, LLC "Qwest" or "QCC and City of Port Angeles ("Customer"), hereby amends the Qwest Public Safety Product CPE E911 Full Remedial Maintenance Agreement, Qwest Content ID 289754, as may have been previously amended (the "Agreement Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement Qwest and Customer wish to amend the Agreement as follows 1. Term. The Term is extended for an additional twelve (12) months from May 1, 2011, through April 30, 2012 Thereafter, the parties may renew this Agreement for annual terms by written amendment The rates and charges may be revised at the time of renewal and any renewal will specify any change in compensation or charges payable to Qwest. 2. Revision of Services. Attachment 3 of the Agreement is deleted in its entirety and replaced with Attachment 3 included with this Amendment 3. Pricing. Any new rates applicable to Customer's existing Services will become effective at Qwest's earliest opportunity, but in no event later than the second full billing cycle following the Amendment Effective Date. 4. Miscellaneous. This Amendment will be effective as of the date it is executed by Qwest after the Customer's signature (the "Amendment Effective Date and be deemed incorporated by reference into the Agreement. All other terms and conditions in the Agreement shall remain in full force and effect and be binding upon the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control Electronic signatures on this Amendment will be accepted only in the form and manner prescribed by Qwest The undersigned parties have read and agree to the terms and conditions set forth in this Amendment. QWEST COMMUNICATIONS COMPANY, LLC CUS Cl Y OF PORT ANGELES By. �1�fi( ./7 cal^ By:i.� Name ILA <j Gw� P JG� �C..P.r' Name H Title Off r Ma nagement (A, v 1 Title r L Date `Z /2o t 1 Date: i P j I OMR #N06741 and #Q492854 and #Q191444 Page 1 of 2 Copyright Qwest All Rights Reserved CONFIDENTIAL AMENDMENT 2 TO QWEST PUBLIC SAFETY PRODUCT CPE E911 FULL REMEDIAL MAINTENANCE AGREEMENT ATTACHMENT TO PUBLIC SAFETY PRODUCT MAINTENANCE AGREEMENT BETWEEN CUSTOMER AND QWEST COMMUNICATIONS COMPANY, LLC CONFIDENTIAL INFORMATION MAINTENANCE CHARGES AND PAYMENT SCHEDULE FULL REMEDIAL MAINTENANCE 1. Maintenance Term. (1 YEAR) 2. Maintenance Payment Schedule. Customer will pay the following charges in accordance with the following payment schedule. Schedule Annual Maintenance Charges First Year Second Year Third Year Fourth Year Fifth Year Sixth Year Seventh Year $12,936 44 3 Software Upgrade Program Schedule Customer will pay the following charges in accordance with the following payment schedule Schedule Annual Software Upgrade Program Charges* First Year Second Year Third Year Fourth Year Fifth Year *Any labor required and provided by a vendor and /or Qwest will be billed on a time material basis at current rates and charges Custom r Qwest nitials) (Initials) OMR #N06741 and #Q492854 and #Q191444 Page 2 of 2 Copyright Qwest All Rights Reserved CONFIDENTIAL F AMENDMENT 1 TO QWEST PUBLIC SAFETY PRODUCT CPE E911 FULL REMEDIAL MAINTENANCE AGREEMENT THIS AMENDMENT NO. 1 (this "Amendment by and between Qwest Communications Company, LLC "Qwest" or "QCC f /k /a Qwest Communications Corporation and City of Port Angeles "Customer hereby amends the Qwest Public Safety Product CPE E911 Full Remedial Maintenance Agreement, Qwest Content ID: 289754, as may have been previously amended (the "Agreement Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement. Qwest and Customer wish to amend the Agreement as follows 1. Term. The Term is extended for an additional twelve (12) months from May 1', 2010, through April 30, 2011. Thereafter, the parties may renew this Agreement for annual terms by written amendment. The rates and charges may be revised at the time of renewal and any renewal will specify any change in compensation or charges payable to Qwest 2. Revision of Services. Attachment 3 of the Agreement is deleted in its entirety and replaced with Attachment 3 included with this Amendment. 3. Pricing. Any new rates applicable to Customer's existing Services will become effective at Qwest's earliest opportunity, but in no event later than the second full billing cycle following the Amendment Effective Date. 4. Miscellaneous. This Amendment will be effective as of the date it is executed by Qwest after the Customer's signature (the "Amendment Effective Date and be deemed incorporated by reference into the Agreement All other terms and conditions in the Agreement shall remain in full force and effect and be binding upon the parties This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control Electronic signatures on this Amendment will be accepted only in the form and manner prescribed by Qwest The undersigned parties have read and agree to the terms and conditions set forth in this Amendment. QWEST COMMUNICATIONS COMPANY, LLC CUSTOMER: CITY OF PORT ANGELES By By '.t„A-A-A V i Name. 13464' Title: Offer naq ment Gt L ICt 5� Title l- e4 o'y— P Date S/ lZ 2-O 10 Date OMR #Q492854 amends #Q191444 Page 1 of 2 Copyright Qwest. All Rights Reserved CONFIDENTIAL v1.040110 AMENDMENT 1 TO QWEST PUBLIC SAFETY PRODUCT CPE E911 FULL REMEDIAL MAINTENANCE AGREEMENT ATTACHMENT 3 TO PUBLIC SAFETY PRODUCT MAINTENANCE AGREEMENT BETWEEN CUSTOMER AND QWEST COMMUNICATIONS COMPANY, LLC CONFIDENTIAL INFORMATION MAINTENANCE CHARGES AND PAYMENT SCHEDULE FULL REMEDIAL MAINTENANCE 1 Maintenance Term. (1 YEAR) 2 Maintenance Payment Schedule. Customer will pay the following charges in accordance with the following payment schedule Schedule Annual Maintenance Charges First Year Second Year Third Year Fourth Year Fifth Year Sixth Year $16,774 87 3 Software Upgrade Program Schedule Customer will pay the following charges in accordance with the following payment schedule Schedule Annual Software Upgrade Program Charges* First Year Second Year Third Year Fourth Year Fifth Year *Any labor required and provided by a vendor and /or Qwest will be billed on a time material basis at current rates and charges Customer 0 Qwest (Initials) (Initials) OMR #Q492854 amends #Q191444 Page 2 of 2 Copyright Qwest. All Rights Reserved CONFIDENTIAL v1.040110