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Home My WebLink About5.388C Original Contract 5. 388~ 1 .... Highline Community College AGREEMENT For Highline Community College Private Branch Exchange (PBX) Equipment Agreement Number 0124301433 .. PURCHASE/SER VICE AGREEMENT NUMBER 0124301433 BET\VEEN AT&T CORP. AND HIGHLlNE COMMUNITY COLLEGE CONTRACTING PARTIES THIS AGREEMENT is entered into by and between Highline Community College and AT&T Corp., licensed to conduct business in the State of Washington, hereinafter referred to as "AT&T" or "Contractor" HEREBY WITNESSETH' WHEREAS, Highline Community College issued a Request for Proposal (RFP), dated June 1, 1994, for the purpose of obtaining proposals for a PBX and related Equipment for use by Highline Community College. WHEREAS, the Contractor submitted a proposal dated June 27, 1994, in response to Highline Community College's RFP to accomplish such objectives, and WHEREAS, after full and careful evaluation of said proposal and the proposals submitted by other vendors, Highline Community College selected Contractor's proposal as best meeting the objectives of Highline Community College's RFP, and \VHEREAS, HJghline CommunIty College and the Contractor now desire to enter mto this Agreement in order to allow expedItIouS and effective ImplementatIon of the Contractor's proposal for PBX EquIpment for use by HIghlme Community College, and WHEREAS, this is an Agreement of convenience and neither financIally bInds Highline Community College nor its customers or otherwise obligates Highline Community College or its customers to purchase any products hereunder, except for the Initial AcquIsition/Implementatlon for HJghhne Community College, located at 2400 S 240th Street, Des Mones, Washington, as specified in Highline Community College's RFP (Exlubit A) 2. AGREEMENT NOW THEREFORE Highline Commuruty College, CommunIty College, hereby awards to Contractor this competitively awarded Agreement for obtaIning Contractor's PBX Equipment, hereinafter referred to as "PBX", as listed and described in Contractor's proposal attached hereto as Exhibit B to this Agreement, and by this reference made a part hereof, as though completely set forth herein, at the prices set forth opposite the description of the goods and services thereon, subject to and in accordance with the terms of this Agreement Page 1 '.. THE PARTIES FURTHER AGREE that additional goods and services may be ordered pursuant to the scope of tl11s Agreement if such order is submitted in writIng and only with the written mutual consent of both parties Such wnting shall include a specific description of the additional goods and servIces, pricing and additional terms and conditions as relevant The goods and services shall be available under the same terms and conditions established herein except as specifically amended in writing between the parties Different terms and conditions for such additional goods and services may need to be negotiated for individual orders, including orders placed pursuant to an lnterlocal Agreement IN CONSIDERATION OF the mutual promises made to each other, as hereinafter set forth, the parties further agree as follows. DEFINITIONS 3. (RC) DEFINITIONS Definitions as used throughout this Agreement shall have the meanings set forth below: "Exhibit A" means the Request For Proposal (RFP) for PBX Equipment issued by Highline Commuruty College, dated June 1, 1994. "Exhibit B" means the Contractor's response dated June 27, 1994 to Highline Community College RFP for PBX EqUIpment "Contractor" means AT&T Corp ("AT&T") It shall also Include any subcontractor retaIned by Contractor as permItted under the terms of tl11s Agreement "Contractor's Proiect Manager" means that person designated by the Contractor, and acceptable to HighlIne Community College, to coordinate all Contractor project activities "Contractor's Account Manager" means an employee of the Contractor who is specifically assigned as the primary contact person with whom Highline Community College Contract Administrator shall work with for the duration of this Agreement "Highline Community College Contracting Officer" means the Vice President for Administration. Highline Community College Highline Community College Contract Administrator" means that person designated by Highline Commuruty College to administer this Agreement on behalf of Highline Community College. "Highline Community College Proiect Coordinator" means that person designated by Highline Community College to coordinate the project. Page 2 "HIghlme CommunIty College" means Highline Commuruty College, actmg through Highlme Community College, or as otherwise identified "InItial Acquisition/Implementatlon" means the purchase from and the mstallatlon by AT&T ofa Definity PBX and related EquIpment and Services for Highline CommunIty College as a result of the RFP (Exhibit A) and AT&T's Proposal (ExhIbit B), at June 27, 1994 "PBX Equipment or PBX" may also be referred to as "Equipment," means the PBX hardware and software, terminal equipment, support service, design, maintenance and product development purchased pursuant to this Agreement. "RCW" means the Revised Code of Washington (Washington State Law). "Subcontractor" means one not in the employment of the Contractor, who is performing all or part of those services under this Agreement under a separate contract with the Contractor. The term "subcontractor" means subcontractor(s) of any tier. AGREEMENT TERM AND TERMINATION 4. (Re) TERM OF AGREEMENT AND SURVIVORSHIP OF TERMS The initial term of this Agreement shall be three years, commencing upon the date of execution by both the parties The month and day of execution by both parties shall be conSidered herem as the anniversary date of this Agreement (the last date prevaIls) The term of this Agreement may be extended by two one (1) year penods, PROVIDED Each extensiOn shall be by mutual agreement between Htghlme CommunIty College and the Contractor, by HIghline CommunIty College's Contractmg Officer givmg written notice of the extension to the Contractor not less than thirty (30) days prior to the anniversary date oftlus Agreement IfHighhne Community College elects not to renew this Agreement for the additional term(s) and the Contractor IS not in default of the terms and conditions herein the termmatiOn shall be deemed a TERMINATION FOR CONVENIENCE as provided herem With respect to purchased EqUIpment, the following clauses shall remain operative for so long as the Equipment remains 10 use by Highline CommunIty College' * Governing Law * Severability *Waiver *Independent Status of Contractor * Anti- Trust Violations *Mamtenance Documentation *Software Documentation * Confiden tial i ty IProtecti 0 n of Proprietary Information *Noti~es *Counterparts *Limitation of Liability *Entire Agreement Page 3 *Patent and Copyright IndemnificatIOn 5. (AC) TERMINATION FOR CONVENIENCE A Set forth elsewhere in this Agreement are specIfic provisions which allow HigWlne Community College to terminate this Agreement for converuence When HigWine Commuruty College exercises the TER1vfINATION FOR CONVENIENCE option, Highline Community College Contracting Officer will, 1. By fourteen (14) days written notice, beginning on the second day after the mailing, 2. Terminate this Agreement, in whole or in part, when it is in the best interest ofHighline Community College Invocations of the REDUCTION IN FUNDING or WITHDRAWAL OF AUTHORITY clauses are deemed TER1vfIN A TION FOR CONVENIENCE B. If this Agreement is so terminated, Highline Community College is only liable for: 1. Payment required by the terms of this Agreement, or 2 Equipment received and accepted or services rendered prior to the effective date of termination. G. (AC) TERMINATION FOR DEFAULT HigWme Community College Contracting Officer may, by written notice, terminate this Agreement, in whole or in part, for failure of the Contractor to perform any of the obligatIOns or provisions hereof If Contractor fails to fulfill In a timely and proper manner Its performance obligatIOns under this Agreement, or if Contractor violates any of the performance warranties made herein, then HigWIne Community College Contracting Officer shall give Contractor written notice of such failure or VIolation which shall be corrected immediately, or as specIfically set forth elsewhere herein. If such failure or VIOlatIOn IS not corrected withm thirty (30) days after receipt of written notice from HigWme Community College, this Agreement may be terminated immediately thereafter by wntten notice from HigWIne Community College Contracting Ofticer to the Contractor. A In such event, Highline Community College shall thereupon have the right to procure on the open market the Equipment hereunder required in lieu thereof, and the Contractor shall be liable for damages as set forth herein. Highline Community College shall thereupon have the right to deduct from any monies due or that thereafter become due to the Contractor or to require the Contractor to pay Highline Community College for all additional costs for procuring other Equipment including, but not limited to, the following. Page 4 1. Any cost difference between the original contract price of the Equipment estabhshed in this Agreement and the replacement cost of said Equipment acqUired from another vendor and, 2 All administrative costs for acquiring replacement Equipment including, but not limited to, cost of competitive bidding, mailing, advertising, applicable excess financing charges or penalties, staff time and the like. The Contractor's administrative costs liability under this Agreement shall not exceed $100,000 The Contractor's administrative costs limitation of $100,000 stated herein is considered an exclusive and separate redress and does not modify any provisions regarding other damages, or any other conditions as are agreed to by the parties, set forth elsewhere in this Agreement. B. If it is determined for any reason said failure to perform is without the Contractor's control, fault, or negligence, the termination shall be deemed- to be a TERMINATION FOR CONVENIENCE C. This provision shall not apply to any Contractor failure(s) to perform that result from the negligent acts or omissions ofHighline Community College. D. Contractor may, by written notice, terminate this Agreement, in whole or in part, for failure of High line Community College to perform any of the obligations or provisions hereof IfHighline Community College fails to fulfill in a timely and proper manner its performance obligations under this Agreement, or if Highline Community College violates any of the performance warranties made herein, then the Contractor shall gIve Highline Community College Contracting Officer written notice of such failure or violation which shall be corrected by Highline Community College within 30 working days If such failure or violatIon is not corrected, this Agreement may be terminated ImmedIately by written notlce from the Contractor to Highline ~ommuruty College Contracting Officer. 7. (AC) TERMlNATION PROCEDURE A Upon termination oftnis Agreement, Highline Community College, in addition to any other rights provided in this Agreement, may require the ~ontractor to deliver to Highline Community College any property or Equipment specifically produced or acquired for the performance of such part of this Agreement as has not been termmated B Highline Community College shall pay to the Contractor the agreed upon price for Equipment received by Highline Community College, and the amount agreed upon by the Contractor and Highline Community College Contracting Officer for (i) Equipment which were received by Highline Community College, and (ii) the protection and preservation of property unless the termination is for default, in which case Highline Community College Contracting Officer shall determine the extent of the liability ofHighline Community College, PROVIDED THAT, in no Page 5 event shall :Highlme Community College pay to the Contractor an amount greater than the Contractor would have been entitled to if this Agreement had not been terminated Failure to agree with such determination shall be a dispute withIn the meaning of the DISPUTES clause of this Agreement Highlme Community College may withhold from Contractor any amounts due the Contractor for such completed work or services such sum as :HigWine Community College Contracting Officer determmes to be necessary to protect :Highlme Community College against potential loss or liability. C The rights and remedies ofHigWine Community College provided in this Agreement shall be exclusive. D. After receipt of a notice of termination, and except as otherwise specified by HigWine Commuruty College Contracting Officer, the Contractor shall: 1. Stop work under this Agreement on the date, and to the extent specified, in the notice 2. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under this Agreement that is not terminated 3 Assign to HigWine Community Coliege, in the manner, at the times, and to the extent specified by Highline Community College Contracting Officer, all of the nghts and interest of the Contractor under the orders and subcontracts so terminated, in which case Highline Community College has the right, at its discretion, to settle or pay any or all claims arising out of the terminatIOn of such orders and subcontracts 4 Settle all outstanding liabilities and all claims arismg out of such termination of orders and subcontracts, with the approval or ratification of Highline Community College Contractmg Officer to the extent he may require which approval or ratification shall be final for all the purposes of this section 5 Transfer title to Highlme Community College and deliver in the manner, at the times, and to the extent directed by Highline Community College Contracting Officer, any property which is required to be furnished to HigWine Commuruty College 6 Complete performance of such part of the work as shall not have been terminated by Highline Community College Contracting Officer. 7 Take such action as may be necessary, or as Highline Community College Contracting Officer may direct for the protection and preservation of the property related to this Agreement which is in the possession of the Contractor and in which Highline Community College has an interest. Page 6 E The Contractor shall pay, within thirty (30) days of termInation, any monies due to Highline Community College for liquIdated damages or damages an sing from tenrunation for default 8. (AC) TERMINATION FOR BANKRUPTCY Upon filing of a petition for bankruptcy or financial reorganization or in the event of Insolvency of the Contractor, Highline Community College may terminate this Agreement upon written notice signed by Highline Community College Contracting Officer Should such petition be dismissed or such insolvency no longer exist, or should adequate evidence of Contractor's ability to continue performance be provided to Highline Community College Contracting Officer, no termination shall result. Termination under such conditions shall constitute default by the Contractor. 9. (AC) TERMINATION FOR REDUCTION IN FUNDING OR WITHDRAWAL OF AUTHORITY In the event that either funding from Highline Community College or other sources is withdrawn, reduced, or limited, or the authority ofHighline Community College to perform any of its duties is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, Highline Community College may terminate this Agreement under the TERMINATION FOR CONVENIENCE clause of this Agreement. 10. (AC) TERMINATION FOR CONFLICT OF INTEREST A HJghlIne Commumty College may terminate tillS Agreement, by wntten notice to the Contractor, If It IS found after due notice and examination that there IS a VIOlatIOn by Contractor of. The ExecutIve Conflict ofInterest Act, chapter 42 18 RCW, or 2 Code of Ethics for Public Officers and Employees, chapter 4222 RCW, or 3 Any other similar statute involvIng the Contractor in the procurement of or performance under this Agreement B In the event thIs Agreement is terminated as provided above, Highline Community College shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of this Agreement by the Contractor. The rights and remedies ofHighline Community College provided by this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. Page 7 11. (AC) COVENANT AGAINST CONTINGENT FEES A The Contractor warrants that no person or sellIng agency has been employed or retained to solicit or secure this Agreement upon any agreement or understanding for a cOnunlssion, percentage, brokerage, or contingent fee, excepting bona fide employees or a bona fide established commercial or selling agency of the Contractor. B Highline Community College shall have the right, in the event of breach by the Contractor of the above-stated provision, to. 1. Annul this Agreement without liability, or 2. In its discretion, deduct from this Agreement price or consideratio'n or otherwise recover the full amount of such cOnunlssion, percentage, brokerage, or contingent fee. STANDARD CONTENT PROVISIONS 12. (SC) LIMITATION OF LIABILITY A The parties agree that neither the Contractor nor Highline Community College shall be liable to each other, regardless of the form of action, for consequential damages The parties further agree that neither shall be liable to the other for any lost profits or any demand or claim, regardless of the form of action, against eIther party by any other person except a claim or demand based on patent or copynght mfringement, in which case liability shall be as set forth elsewhere in this Agreement ThIs provision does not modify any provisions regarding liquidated damages, or any other such conditIons as are elsewhere agreed to herein between the parties B Neither the Contractor nor Highline Community College shall be liable for damages ansing from causes beyond the reasonable control and without the fault or negligence of eIther the Contractor, Highline Community College, or their respective subcontractors C Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of any governmental body acting in eIther Its sovereign or contractual capacity, war, explosions, fires, floods, epidemics, quarantine restrictions, stnkes, freight embargoes, and unusually severe weather, but in every case the delays must be beyond the reasonable control and without fault or negligence of the Contractor, Highline Community College, or their respective subcontractors D If delays are caused by the default of a subcontractor without its fault or negligence, neIther the Contractor nor Highline Community College shall be lIable Page 8 for damages for delays, unless the goods and/or services to be furnished by their subcontractors were obtamable on comparable terms from other sources in sufficient time to permit the Contractor or Highlme Community College to meet Its required performance schedule E Neither party shall be liable for personal injury or damage to tangible property except personal injury or damage to tangible property proXlmately caused by each party's respective fault or negligence. F Contractor's liability under this Agreement shall be limited to direct damages which are proven, in an amount not to exceed the purchase price of the affected PBX Equipment. Contractor's liability under this provision will apply on a per transaction basis. This limitation of Contractor's liability does not apply to personal injury or to damages to personal property by reason of the actions of the Contractor. 13. (SC) WAIVER Waiver of any breach of any term or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this Agreement shall be held to be waived, modified, or deleted except by a written instrument signed by the parties hereto. 14. (SC) QUIET POSSESSION AND USAGE H1ghline Community College, upon paying the amounts due hereunder and performing all other covenants, terms, and conditions on its part to be performed hereunder, may and shall peacefully and quietly have, possess, and enjoy the goods and services obtamed hereunder for the term(s) provided without suit, molestation, or mterruptlon 15. (SC) SA VE HARMLESS Contractor shall protect, indemnifY and save Highline Community College harmless from and against any damage, cost or lIability for any or all injUries to persons or damage to tangible property arising from acts or omissions of Contractor, its officers, employees, agents, or subcontractors howsoever caused 16. (SC) SEVERABILITY If any term or condition of this Agreement or the application thereof to any person( s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application; to this end the terms and conditions of this Agreement are declared severable. Page 9 17. (SC) COMPLIANCE WITH CIVIL RIGHTS The Contractor hereby assures that It will comply with Title VII of the Civil Rights Act to the end that no person shall, on the grounds of age, race, creed, color, sex or national origm be excluded from particIpatIOn in, be denied the benefits of, or be otherwise subjected to discmnination under this Agreement or under any project, program or activity supported by this Agreement 18. (SC) FAILURE TO PERFORM In the event Contractor has failed to perform any substantial obligation to be performed by the Contractor under this Agreement and 30 days after written notice of said failure to perform is provided to Contractor and said failure has not been cured, then Highline Community College may withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated 19. (SC) INDEPENDENT STATUS OF CONTRACTOR The parties hereto, in the performance of this Agreement, will be acting in their individual capacities and not as agents, employees, partners, joint venturers or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. 20. (SC) GOVERNING LAW This Agreement shall be governed in all respects by the law and statutes of Highline Community College The venue of any action hereunder shall be in the Superior Court for Thurston County, Washington 21. (SC) SUBCONTRACTORS Contractor means any firm, prOVider, orgaruzation, individual, or other entity performing services under this Agreement It shall include any subcontractor retained by the prime Contractor as permitted under the terms of this Agreement Subcontractor means one not m the employment of the Contractor who is performing all or part of the services under this Agreement under a separate contract With the Contractor The Contractor may, with prior written permission from Highlme Community College, enter into subcontracts with third parties for its performance of any part of the Contractor's duties and obligations In no event shall the eXlstence of a subcontract operate to release or reduce the liability of the Contractor to Highline Community College for any breach in the performance of the Contractor's duties. The Contractor agrees that all subcontractors shall be agents of the Contractor, and the Contractor further agrees to hold Highline Community College harmless for omissions of the Contractor's subcontractors, their agents, or employees. HIghline Community College shall not be liable for any loss or damage resulting from personal injury, physical loss, harassment of employee, or violations of the PATENT AND COPYRIGHT INDEl\.1NIFICATION provisions of this Agreement occasioned by the acts or omissions of the Contractor's subcontractors, their agents or employees. The PATENT Page 10 Al'ID COPYRIGHT INDEJ\1NIFICATION provisions of this Agreement shall apply to all subcontractors 22. (SC) NON-ALLOCATION OF FUNDS If funds are not allocated for this Agreement for periodic payment in any future biennial fiscal period, Highline Community College wIll not be obligated to pay the net remainder of agreed-to consecutive periodic payments remaining unpaid beyond the end of the then-current biennium. Highline Community College agrees to notify the Contractor of such non-allocation at the earliest pOSSible time No penalty shall accrue to Highline Community College in the event this provision shall be exercised. This provision shall not be construed so as to permit Highline Community College to terminate this Agreement in order to acquire similar Equipment or services from a third party CONTRACT ADMlNISTRA TION 23. (AC) INCORPORATED DOCUMENTS This Agreement shall consist of the terms and conditions as set forth herein and the following documents which are incorporated herein by reference. A. Exhibit A - Highline Community College, Request For Proposal (RFP) for the acquisition of PBX Equipment dated June 1, 1994 B Exhibit B - Contractor's response dated June 27, 1994, to Rghhne Community College's RFP for the acquIsition of PBX Equipment C All Contractor or manufacturer's marketing publications, written matenals and schedules, charts, diagrams, table descriptIOns, and other written representations pertaming to the Equipment, software or services that the Contractor' Made avaIlable to Highlme Community College and used to effect the selection of the Contractor's proposal, or 2 Purports said equipment, software or services are fit for particular purpose(s) or attests to said operating conditions, functions, capabilities, or merchantability D Such incorporated documents shall include, but not be limited to 1. Contractor and manufacturer technical design and documentation; 2 Contractor or manufacturer's guides, instructions, manuals and handbooks, and Page 11 3. Contractor or manufacturer's product information, advertising materials, marketing publicatIons, and diagrams fumlshed or made avaIlable to Highlme Commuruty College 4 Contractor's Equipment and maintenance price schedules are mcorporated in this Agreement as Schedule A. E Notwithstanding any Contractor disclaimers regarding the accuracy, efficacy, completeness, variability of, or right to change with or without notice or public announcement, any information, features, functions or specifications, contained in the here above-stated incorporated documents, all representations made therein are binding on the Contractor unless: 1. Corrected or modified in writing prior to execution of this Agreement, or 2 Specifically excluded by this Agreement or by mutual written agreement between the Contractor and Highline Community College as provided in the LIMJT ATION OF AUTHORlTY clause of this Agreement. 24. (AC) ORDER OF PRECEDENCE A The headings used herein are inserted for convenience only and shall not control or effect the meaning or construction of any of the provisions B. If any provision of this Agreement shall be deemed to be in conflict with any statute or rule of law, such provisions shall be deemed modified to conform to said statute or rule of law In the event of any inconsistency In this Agreement, the mconslstency shall be resolved m the order of precedence stated below ApplIcable Federal and State Statutes and Regulations 2 The Terms and Conditions of this Agreement 0124301433. 3 Exhibit A - Highlme Community College, Request For Proposal (RFP) for PBX Equipment dated June 1, 1994. 4 Exhibit B - Contractor's Response dated June 27, 1994, to Highline Commuruty College's PBX RFP, including all written information (as described in the INCORPORATED DOCUMENTS section of this Agreement) proVided with Contractor's proposal This section entitled ORDER OF PRECEDENCE shall not be interpreted to require Contractor to provide any products or services not set forth in tills Agreement, offered in Contractor's response @xhibit B) to Highlme Community College's RFP @xhibit A) or which Contractor specifically objected to in its response, attached as Exhibit B Page 12 .,- _:::l. (RC) ENTIRE AGREEMENT This Agreement, including all exhibits and attachments Incorporated herein, sets forth the entire Agreement between the parties with respect to the subject matter hereof and except as prOVIded in the provision entItled CONTRACTOR COMMITMENTS. WARRANTIES AND REPRESENTATIONS understandings, agreements, representatIons, or warranties not contained in this Agreement or a written amendment hereto shall not be binding on either party. Except as provided herein, no alteration of any of the terms, conditions, delivery, price, quality, or specifications of this Agreement will be effective without the written consent of both Highline Community College Contracting Officer and Contractor 26. (RC) NOTICES Any notice required or permitted to be given under this Agreement (except notice of Equipment of software problems) shall be effective on the date stated within or, if no date is given, upon receipt; and shall be effective only if it is in writing and as an alternative to personal delivery, sent by certified, registered or overnight U.S. Mail, if to the Contractor at: American Telephone and Telegraph Company Attention: Highline Community College Account Manager Louise Watts 1110 Capitol Way, #306 Olympia, W A 98501 and if to Highline Community College at. 2400 South 240th Street Des MOines, W A 98198-9800 Attention Vice President for Admlnistration or to such other address as each party may notify the other In wnting 27. (AC) LIMITATION OF RIGHLINE COMMUNITY COLLEGE'S AUTHORITY Only Highlme Community College Contracting Officer or delegate by writing shall have the express, ImplIed, or apparent authonty to alter, amend, modify, or waive any clause or condition oftrus Agreement. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this Agreement is not effective or binding until made in writing and signed by Highline Community College unless otherwise provided herein. 28. (AC) RIGHLINE COMMUNITY COLLEGE CONTRACT ADMINISTRATOR f-l1ghline Community College shall appoint an individual who will be the Contract Administrator for this Agreement and will provide oversight of the activities conducted hereunder. Highline Community College Contract Administrator will manage this Agreement on behalf ofHighline Community College and will be the principal point of Page 13 contact for the Contractor concerrung Contractor's performance hereunder Highline Commuruty College shall notify Contractor, 10 writing, when there IS a change 10 staffing and a new Contract Admimstrator IS assigned to this Agreement 29. (AC) CONTRACTOR'S PROJECT MANAGER The Contractor shall appoint an 10dlvidual who will be the dedicated Project Manager for the project, or when an expansion to an eXlsting system is greater than 500 ports of call process1Og capacity The Project Manager will have full responsibility to oversee the Contractor's delivery, installation, acceptance test, training and system turnover to Highline Community College. The Project Manager shall produce and maintain a complete plan, including Gantt chart(s), for all Contractor-related activities concerning installation and training The plan shall also clearly identify items which depend upon timely completion of specified Rghl10e Community College responsibilities. The Contractor's Project Manager will coordinate all activities with Highline Community College Project Coordinator. For specific Mandatory Requirements of the Contractor's Project Manager, refer to Highline Community College's RFP @xhibit A) paragraphs 3.4.1 and 4.1 2. 30. (AC) CONTRACTOR'S ACCOUNT MANAGER The Contractor shall appoint an individual who will be the Account Manager for Highline Community College account. The Contractor's Account Manager will be the principal point of contact for Rghline Community College concerning the Contractor's performance hereunder The Contractor's Account Manager will also serve as the focal point for business matters, support coordmation, and adrrunistrative activities 31. (AC) MODIFICATIONS AND AMENDMENTS No modIfications or amendments to this Agreement shall be effectIve unless It IS in a written amendment Signed by an authonzed officer of the Contractor and Highl10e Community College Contracting Officer ') j-. (RC) ASSIGNMENT A With the pnor wntten consent ofRghline Community College, which consent may be Withheld at Rghline Community College's sole discretIOn, the Contractor may aSSign this Agreement including the proceeds hereof PROVIDED that such assignment shall not operate to relieve the Contractor of any of its duties and obl1gatlOns hereunder, nor shall such assignment affect any remedies available to Highline Community College that may arise from any breach of the provisions of this Agreement, its supplements, or warranties made herein including, but not limIted to, rights of setoff B With the pnor written consent of the Contractor, which consent shall not be withheld unreasonably, Highl10e Community College may assign this Agreement (and move the Equipment) to any state agency within the political boundanes of Page 14 the State Board of Community and Technical Colleges_ PROVIDED that such assignment shall not operate to relieve Highline Commuruty College of any of its duties and obligations hereunder, mcluding the obligation to pay monthly charges when an assignment IS made, and provided further that all nsks and expenses incurred in connection with such removal and relocatIOn of said Equipment including transportation, rigging, drayage, msurance, and installation charges shall be borne by Highline Commuruty College 33. (AC) ATTORNEYS' FEES AND COSTS If any litigatIOn is brought to enforce, or arising out of this Agreement or any term, clause, or provision hereof, the prevailing party shall be awarded its reasonable attorneys' fees together with expenses and costs incurred with such litigation including necessary fees, costs, and expenses for services rendered at both trial and appellate levels as well as subsequent to judgment in obtaining execution thereof 34. (AC) DISPUTES A. Except as otherwise provided in this Agreement, when a bona fide dispute concerning a question of fact arises between Highline Community College and the Contractor, and it cannot be resolved, either party may initiate the Highline Community Collegepute resolution procedure provided herem B Time is of the essence in resolving disputes The initiating party shall reduce its description of the dispute to writing and deliver it to the responding party The responding party must respond in writing within two (2) state working days Then, both parties shall have three (3) state workmg days to negotiate In good faith to resolve the dispute. If the dIspute cannot be resolved after three (3) days, a panel of arbitrators may be appomted 2 Each party will deSIgnate an arbitrator, and those two arbitrators will appomt a third arbitrator to the panel a The panel will review the wntten descriptions of the dispute, gather additional information as needed, and render a decision on the dispute m the shortest practical time b The parties shall share the costs of arbitration c Both parties agree to be bound by the determination of the panel of arbitrators C Both parties agree to exercIse good faith in dispute resolution and to avoid arbitration whenever possible. Page 15 D HigWine Community College and the Contractor agree that, the eXlstence of a dispute notwithstanding, they will continue Wlthout delay to carry out all their respective responsibilities under this Agreement which are not affected by the dispute 35. (AC) NON-EXCLUSIVE RIGHTS Nothing in this Agreement shall preclude HigWine Community College from purchasing similar PBX equipment from another provider 36. (AC) UCC APPLICABILITY Except to the extent the provisions of this Agreement are clearly inconsistent, this Agreement shall be governed by any applicable provisions of the Uniform Commercial Code, hereinafter referred to as the DCC, as set forth in Title 62A RCW. A. To the extent this Agreement entails delivery or performance of services, such services shall be deemed "goods" within the meaning of the DCC, except when to so deem such services as "goods" would result in an absurdity. B Notwithstanding the INCORPORATED DOCillv1ENTS and ORDER OF PRECEDENCE provisions of this Agreement, in the event of any clear inconsistency or contradiction between this Agreement and the DCC, the terms and conditions of this Agreement take precedence and shall prevail unless otherwise provided by law. 37. (AC) PUBLICITY The Contractor agrees to submit to Highline Commuruty College all advertising, sales promotIon, and other publicity matters relating to any product furnIshed by the Contractor wherein HighlIne Community College's name is mentioned or language used from which the connection ofHigWine Community College's name therewith may, in Customers judgment, be inferred or implied; and the Contractor further agrees not to publish or use such advertising, sales promotion, or publicity matter WIthout the prior written consent of HigWIne Community College HIGHLINE COMMUNITY COLLEGE'S RESPONSIBILITIES 38. (AC) PROTECTION OF PROPRIETARY AND CONFIDENTIAL CONTRACTOR INFORMATION Any specific information that is contained in the Contractor's Proposal (Exhibit B) that is confidential or proprietary, must be clearly identified by the Contractor If a request is made to view Contractor's proprietary Information, Highline Community College will Page 16 " comply with the Open Public Records Act, chapter 42 17 RCW, and Highline Community College applicable WAC 1321-276 CONTRACTOR'S RESPONSIBILITIES 39. (RC) ANTI-TRUST VIOLATIONS Contractor and Highline Community College recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the purchaser Therefore, the Contractor hereby assigns to Highline Community College any and all claims for such overcharges as to goods and services purchased in connection with this Agreement, except as to overcharges not passed on to Highline Community College resulting from antitrust violations commencing after the date of the bid, quotation, or other event establishing the pricing under this Agreement 40. (RC) OSHA/WISHA Contractor represents and warrants that its products are designed and manufactured to meet Federal and Washington State safety and health regulations that are in effect at the time of their shipment to Highline Community College. Contractor further agrees to mdemnify and hold harmless Highline Community College from all damages assessed against Highline Community College as a result of the failure of the items furnished under this Agreement to so comply 41. (RC) SITE SECURITY Contractor, its agents, employees or subcontractors shall conform in all respects with reasonable physical, fire, or other published security regulatIOns while on Highline Community College's premises 42. (RC) PATENT AND COPYRIGHT INDEMNIFICATION A Contractor will at its expense defend Highline Commuruty College against a claim that Equipment or programming supplied hereunder infringes a US or foreign patent or copyright, or that the Equipment's operation pursuant to a current release and modification level of any programming supplied by the Contractor infiinges a U S or foreign patent or copyright Contractor will pay resulting costs, and attorney's fees finally awarded provided that 1. Highline Community College promptly notifies Contractor in writing of the claim; and 2 Contractor has sole control of the defense and all related settlement negotiations Page 17 . , B If such claim has occurred or in Contractor's opinion is likely to occur, HigWine Community College agrees to permit the Contractor, at its option and expense, either to procure for HigWine Community College the right to continue using the Equipment or programming or to replace or modify the same so that they become non-infringing and functionally equivalent. If neither of the foregoing alternatives is reasonably available, H:.igWine Community College agrees to return the Equipment or programming at Contractor's nsk and expense upon written request by the Contractor. In the event the product has been installed less than one year, transportation to the initial installation site paid by HigWine Community College shall be refunded by the Contractor. Contractor agrees to grant HigWine Community College a credit for returned Equipment as depreciated. The depreciation shall be an equal amount per year over the life of the Equipment. C. For this section only, the depreciation shall be calculated on the basis of a useful life offive (5) years commencing on the effective date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of365 days per year. D. The Contractor has no liability for any claim based upon the combination, operation or use of any Equipment or programming supplied hereunder with equipment not supplied by Contractor or with any program other than or in addition to programming supplied by Contractor, if such claim would have been avoided by use of another program capable of performing the same function or result Contractor has no liability for any claim based upon alteration of the Equipment or modification of any programming supplied hereunder, if such claim would have been avoided by the absence of such alteration or modification. E The foregOing states the entire obligation of Contractor \vith respect to infringement of patents and copyrights. .n. (AC) INDUSTRIAL INSURANCE COVERAGE A The Contractor shall provide or purchase industrial insurance coverage prior to perforrrung work under this Agreement H:.igWine Community College will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for the Contractor, or any subcontractor or employee of the Contractor, which might anse under the industrial insurance laws during the performance of duties and services under thiS Agreement B The Contractor shall be primarily and directly responsible for the payment of all Washington State Industrial Insurance Fund employer's premiums for all the Contractor's employees engaged in work under this Agreement where the work or employees are subject to the provisions of Title 51 RCW. The Contractor shall make sure all applicable contributions or premiums for Contractor employees are collected and paid as required by said statute. Page 18 , . 44. (AC) LICENSING STANDARDS The Contractor shall comply with all applicable local, state, and federal lIcensing requirements and standards necessary In the performance of this Agreement (See chapter 1902 RCW for Washington State licensing requirements and definitions) 45. (RC) NONDISCRIMINATION AND AFFIRMATIVE ACTION The Contractor agrees not to. discriminate against and to take affirmative action to ensure equality of treatment for any client, employee, or applicant for employment or services because of age, race, color, religion, sex, ancestry, national origin, marital status, Vietnam era or disabled veteran status, or the presence of any mental, physical or sensory handicap with regard to, but not limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoffs or termination, rates of payor other forms of compensation; and selection for training, including apprenticeships and volunteers A Contractor in violation of this clause or any applicable affirmative action program may become subject to other penalties as elsewhere provided in Washington State Law 46. (AC) CONFIDENTIALITY OF IDGHLINE COMMUNITY COLLEGE RECORDS A The Contractor acknowledges that material and information which has or will come into its possession or knowledge in connection with this Agreement, or its performance, may consist of confidential and proprietary data, whose disclosure to or use by thIrd parties could be damaging B Access to Information concerning individual recipients of I-Lghllne Community College's services shall not be granted except as authorized by law' or agency rule C The Contractor, therefore, agrees to hold all such material and Information In stnctest confidence, not to make use thereof other than for the performance of this Agreement, to release It only to authorized employees requiring such information, and not to release or disclose It to any other party D The Contractor agrees to release such information or material only to employees or other parties who have signed a written agreement expressly prohibiting disclosure -n. (RC) CONTRACTOR COMMITMENTS, WARRANTIES, AND REPRESENTATIONS A Any written commitment by the Contractor within the scope of this Agreement shall be binding upon the Contractor Failure of the Contractor to fulfill such a commitment may constitute breach and shall render the Contractor liable for liquidated or other damages due Highline Community College under the terms of tills Agreement Page 19 , . B For purposes ofthis Agreement, a commItment by the Contractor, wruch must be in writing, mcludes' (1) prices and options committed to remain in force over a specified period(s) of time, (2) any warranty or representatIon made by the Contractor in a proposal as to service or system or equipment performance, (3) any warranty or representation made by the Contractor concerning the characteristics or items in (2) above, contained in any literature, descriptions, drawings or specifications accompanying or referred to in a proposal; (4) any modification of or affirmation or representation as to the above which is made by Contractor in writing whether or not incorporated into a formal amendment to the proposal in question; and (5) any representation by the Contractor in a proposal, supporting documents or amendments thereto as to training to be provided, services to be performed, prices and options committed to remain in force over a fixed period of time, or any other similar matter regardless of the fact that the duration of such commitment may exceed the duration of this Agreement. 48. (A C) PRICE INCREASES A. The Contractor agrees to provide the goods and services at the costs, rates and fees set forth in Schedule A to this Agreement No other costs, rates, or fees shall be payable to the Contractor for implementation of Contractor's proposal. B Such costs, rates and fees may not be increased during the initial term of this Agreement. C Thereafter, purchase price and service rate increases may be proposed by the Contractor by written notice to Highline Community College Contract Administrator Such proposal must be submitted at least 120 days before the anniversary date of the contract Price adjustments will be taken into consideration by Highline Community College Contract Administrator when determining \ whether to extend this Agreement 49. (RC)PRICE PROTECTION lfthe Contractor reduces its list prices for any of the Equipment and/or maintenance rates dunng the term of this Agreement, Highline Community College shall have the immediate benefit of such lower prices and rates for new purchase of PBX Equipment or new orders for post-warranty maintenance for like terms, conditions, quantities and configurations Page 20 PBX EQUIPMENT 50. (AC) PBX EQUIPMENT CONFIGURATION A The Equipment ordered herem, for the purpose of implementatIOn and performance under this Agreement, shall be grouped together as a single configuration as set forth in Cor:tractor's proposal. B Any such configuration shall be deemed incomplete if any item of Equipment, component, software or features thereof within the configuration has not been implemented installed or, if implemented, installed, not operational in accordance with the INSTALLATION SCHEDULE. DELIVERY AND INSTALLATION clause of this Agreement. C. Any such configUration shall be deemed not accepted if any item of Equipment, component, software or feature within the configuration is deemed not acceptable in accordance with the STANDARD OF PERFORMANCE clauses of this Agreement. D If requested by Highline Community College, the Contractor agrees to identify on all items of Equipment, components, or features thereof, implemented under this Agreement, all appropriate test points for connecting commercially available hardware monitors designed to measure system capacity, performance or activity E Contractor warrants that Equipment purchased hereunder will connect without modification or damage to Equipment not provided by Contractor as follows' data telecommunications Equipment, terminals, and all peripheral Equipment identified m H.Jghline Community College's RFP (Exhibit A) Highline Community College shall have the right to connect the Equipment purchased hereunder to any equipment manufactured or supplied by others mcluding other, peripheral equipment, termmal devIces, communications equipment, and the like which interface with the Equipment purchased hereunder F H.Jghline Community College shall notifY the Contractor at least five (5) state working days prior to any such connection. If the Contractor shall deem it necessary or desirable for proper warranty service, the Contractor shall make or supervise the interconnection, at the Contractor's expense Any such connection shall not void any herein-stated warranties or maintenance service. G The Contractor shall supply any required interface devices, proprietary to the Contractor, as described in published Contractor manuals at Contractor's then current rates subject to the PRICE PROTECTION provision of this Agreement Page 21 , . 51. (RC) EQUIPMENT CONDITION The Contractor warrants that Equipment acquired subject to this Agreement IS either (1) newly manufactured from new and serviceable used parts which are equivalent to new in performance, reliability and durability, or (2) identified as refurbished and carries the same warranty as counterpart new equipment. -? :1_. (RC) ANCILLARY EQUIPMENT AND SOFTWARE The Contractor shall provide all parts, software, or accessories ordinarily furnished or required to make the proposed Equipment, set forth in Contractor's proposal cgxhibit B), delivered and installed hereunder, a complete operating unit at no additional cost to Highline Community College. 53. (RC) RISK OF LOSS The Contractor agrees to bear all risks of loss, injury, or destruction of goods ordered hereunder which occur prior to delivery and installation at Highline Community College's destination; and such loss, injury or destruction shall not release Contractor from any obligation hereunder. Contractor and its insurers, if any, release Highline Community College of responsibility for all risks of loss or damage to the Equipment, except for loss or damage caused by Highline Community College, or nuclear reaction, nuclear radiation, or radioactive contamination for which Highline Community College is legally liable. After installation, the risk of loss or damage shall be borne by Highline Community College except loss or damage attributable to Contractor's fault or negligence 54. (RC) TRANSPORTA TrON The Contractor shall shIp all EqUipment purchased pursuant to this Agreement prepaid, FOB DestinatIon The method of shipment shall be consistent Wlth the nature of the EqUipment and the hazards of transportation The Contractor shall pay all shipping charges 55. (RC) TITLE Upon acceptance of the Equipment, consIstent with 51 A1\TDARD OF PERFORMANCE provisions set forth elsewhere herein and upon full payment for the Equipment, the Contractor shall convey to Highline Community College good title to purchased Equipment free and clear of all liens, pledges, mortgages, encumbrances or security Interests. 56. (RC) EQUIPMENT WARRANTY A The Contractor warrants that the Equipment when installed shall be in good operating condition and shall conform to the Contractor's manufacturer's official published specifications as shown in Contractor's proposal, herein set forth as Exhibit B, at the time of installation for a period of twelve (12) months following Page 22 . . acceptance of the EquIpment as set forth in the STANDARD OF PERFORMANCE provisions of this Agreement The Contractor further warrants that the Equipment when installed shall be free from defects in material and workmanship and shall remain m satisfactory operatmg condition for the term of this Agreement subject to the charges and provIsions of the following applicable maintenance provisions B The Contractor's obligation and liability under this warranty shall be that the Contractor shall either, at its option, adjust, repair, or replace, as promptly as is possible, the defective parts or units of Equipment claimed to cause unsatisfactory operation of the Equipment. The Contractor shall assume the costs for the replacing parts or units and their installation Highline Community College agrees that the Contractor will not be liable for any damages caused by Highline Community College's failure to fulfill any of its responsibilities as set forth herein. The provisions of this clause shall not be exclusive, but are in addition to the various rights ofHighline Community College and the overall obligation of the Contractor as set forth in this Agreement. C EXCEPT AS STATED IN AT&T"S RESPONSE TO HIGIll.-INE COM:MUNlTY COLLEGE'S RFP EXHIBIT A, AND THE CONTRACTOR'S COMMITMENTS WITHIN THE DEFINITION OF SECTIONS 47 AND 50E, CONTRACTOR, ITS SUBSIDIARIES, AND THEIR AFFILIATES, SUBCONTRACTORS, AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAllvf ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. o The warranties provided in tIllS Section 56 and post-warranty servIce do not cover repair for damages, malfunctions or service failures caused by (1) actIOns of non- Contractor personnel, (2) failure by Highline Commumty College to follow Contractor mstallatlOn, operation or maintenance instructIOns, mcluding failure by Hlghline Community College to permit Contractor remote access to Highline CommunIty College's equipment, (3) failure of products not serviced by Contractor, (4) abuse, misuse or negligent acts, or (5) force majeure conditions a stated in Section 12, subsectIOns Band C. E CONTRACTOR DOES NOT WARRANT THAT THE PRODUCTS \VILL PREVENT AND CONTRACTOR WILL NOT BE RESPONSIBLE FOR UNAUTHORIZED USE (OR CHARGES FOR SUCH USE) OF COMMON CARRIER TELECOM:MUN.ICA TION SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO PRODUCTS 57. (Re) DELIVERY AND INSTALLATION A DELIVERY - The Contractor agrees to deliver the Equipment, configured with all the mandatory requirements set forth in Highline Community College's Request For Proposal for PBX Equipment @xhibit A) and further described and set forth in Page 23 , . Contractor's proposal @xhibit B) on or before the date mutually agreed upon by the parties for each order placed by Highline Commuruty College under this Agreement B INST ALLA nON - The Contractor further agrees that the Installation of hereabove delivered EqUIpment shall occur on or before the date mutually agreed upon by the parties. At Highline Community College's sole option, installation of the Equipment may occur at a later date to be mutually agreed upon by the parties The Equipment shall not be considered fully installed and ready for use until the Contractor provides Highline Community College with documentatIon of a successful system audit, using the Contractor's diagnostic routines, performed at Highline Community College's installation site(s), which demonstrates that the Equipment meets minimum design capabilities, and after reviewing such documentation, HigWine Community College agrees that the Equipment is ready to begin acceptance testing and so notifies the Contractor in writing. Failure of the Contractor to deliver and install the Equipment on or before the aforementioned agreed upon dates will subject the Contractor to the assessment of liquidated damages as set forth in the provision entitled LIOUIDA TED DAMAGES _ SPECIFIC, set forth elsewhere in this Agreement C Highline Community College shall provide the Contractor access to the installation site for the purpose of installing the Equipment. D. Configured products consIst of hardware and/or software designed or modified in accordance with Highline Community College's specificatIons All other products are non-configured. E The Change Control Date (CCD) for orders except for those conSisting entirely of non-configured products IS the date mutually agreed to by the parties and is the last date Contractor can accept changes to the products ordered for installation on the In-ServIce Date The CCD for orders consisting entirely of non-configured products IS the date AT&T accepts the order, unless otherwise indicated F Contractor wIll accept changes to Highllne Community College's original order Including final software detaIl information (final number, type of telephone sets and/or terminals, station program detail and system, network and trunking detail received on or before the CCD Changes and price adjustments associated with changes will be reflected on a Change Order form. All changes must be approved in writing by authorized representatives of both parties Changes received by Contractor after the CCD will be treated a separate orders and installed after the In-Service Date. G The "Delivery Date" is the date the products are delivered to Highline Community College. For AT&T-installed products, the "In-Service Date" is the date Contractor notifies Highline Community College that the products are installed in good working order and comply with Contractor's standard specifications. The Customer Contract Return Date is the date Contractor must receIve the order Wlth Page 24 , . a signature on behalf of Highline Community College in order to meet the Delivery Date and/or In-Service Date H Contractor's installation services and Contractor's and Highline Community College's responsibilities are descnbed in AT&T's Services Offerings and Support Plans, a copy of which has been supplied to Highline Community College Additionally, Highline Community College is responsible for removal of any hazardous material (e.g, asbestos) or correction of any hazardous condition that affects Contractor's performance of work. Ifinstallation or services are delayed while Highline Community College removes or corrects the hazardous condition, Section 57.1. will apply with no penalty to Contractor. I Contractor will make reasonable accommodations ifHighline Community College requests a delay in the originally scheduled In-Service Date by giving written notice prior to the CCD. IfHighline Community College gives notice after the CCD, by mutual agreement, Contractor may deliver the Equipment and commence billing Highline Community College as of the scheduled In-Service Date in which case, installation will be rescheduled at a mutually agreeable time. 58. (RC) STANDARD OF PERFORMANCE 58.1 SCOPE The Contractor shall comply, in all respects, with this standard of performance before Highline Community College accepts the Equipment 58.2 PERFORMANCE PERIOD The performance period begins on the day following the day when the Contractor installs the Equipment in accordance with the EQUIPMENT INST ALLA nON and shall end when the EqUIpment has met this standard of performance for a penod of ninety (90) consecutive days by operating according to Highline Community College's mandatory technical and operational requirements for the Initial AcquisitionJImplementation and subsequent mstallations as set forth m Exhlbit A and mutually agreed to technical and operational requirements for subsequent installations and performs in strict accordance with the Contractor's manufacturer's technical specIfications set forth in the Contractor's proposal (ExhibIt B) for the initial Installation and the technical specifications set forth in the Contractor's proposal (Exhibit B) and agreed in wnting to by Highlme Commuruty College for subsequent installations pursuant to this Agreement 58.3 FAJLURE OF PERFORMANCE TEST A. Highline Community College shall, at its sole discretion, determine whether the Equipment has successfully demonstrated and satisfied the requirements set forth in this standard of performance, conforms with the overall mandatory and technical requirements ofHighline Community College's Page 25 , . RFP (Exhibit A), and conforms with the Contractor's manufacturer's techrucal specifications and any other commitments set forth In Contractor's proposal (Exhibit B) B In the event the Equipment fails to satisfy the standard of performance established in tills provision, Highline Commuruty College may, at its sole discretion 1. Require the Contractor to replace the Equipment or take other corrective action with whatever resource is necessary to bring the Equipment within compliance to the performance requirements of Highline Community College's RFP (Exhibit A) at no cost or expense to Highline Community College; or 2 Terminate this Agreement in accordance with the provision of this Agreement entitled TERMINATION FOR DEFAULT. The Contractor acknowledges responsibility for any additional cost to Highline Community College under the TERMINATION FOR DEF AUL T provisions, subsection (A); or 3. Continue the performance test In this event, the date of the start of the successful performance period will be revised to the first day of the current continuous period of adequate performance day following the last service call. The performance test will be restarted as of the revised date C Highline Community College's option to terminate this Agreement under this standard of performance provision remains In effect untIl successful completion of testing and acceptance by Highline Community College. 58.4 ACCEPTANCE START DATE HJghline Community College will not have accepted the Equipment or make any payments to the Contractor untIl the Equipment meets the standard of performance established In thiS standard of performance provision Highline Community College will notify the Contractor, In writing, after the Equipment has met the standard of performance. 59. (RC) MAINTENANCE OF EQUIPMENT Contractor agrees that for purchased Equipment, Contractor will, at the sole option of Highline Community College, maintain the Equipment to original performance specifications and in accordance with the following maintenance terms and conditions for the life of this Agreement including any extensions thereof, provided that said Equipment has been continuously maintained by the Contractor, or the Contractor's authorized Subcontractor, since its acceptance. Page 26 , . Mamtenance for purchased EquIpment may be discontinued by Highline Commuruty College upon ninety (90) days wntten notice to Contractor Maintenance charges are as set forth m Schedule A to this Agreement 60. (RC) MAINTENANCE SERVICE A Highlme Community College shall provIde the Contractor access to the Equipment to perform maintenance service B The Contractor shall provide Highline Community College a toll-free telephone number for a point of contact for the Contractor's designated maintenance representative. This point of contact shall respond to the Customer on a 24 hours per day, seven days per week basis, to include weekends and holidays. C Preventive maintenance shall be performed at a time convenient to Highline Community College within or contiguous with contracted periods of maintenance. The Contractor shall specify in writing for the herein purchased Equipment, the number of hours it requires per month for preventive maintenance and the frequency and duration of such preventive maintenance. From this Contractor supplied information Highline Community College shall develop and provide to the Contractor in writing the schedule within which the Contractor shall provide preventive maintenance. This schedule may be modified by mutual agreement. D. Remedial maintenance shall be performed after notification that Equipment is moperatIve. The Contractor shall prOVIde Highline Community College with a designated point of contact and shall make arrangements to enable a maintenance representative to receive such notIfication. E Contracted response time is defined as the time, as specified m Exhibit B at Section 3, within which Contractor's maintenance personnel must arrive at H1ghline Community College's EquIpment installation site after notIfication by Highlme Community College that maintenance service is required F Except for causes beyond the control of the Contractor, if the Contractor's maintenance personnel fail to arrive at Highline Community College's installatIOn site within the contracted response period, the Contractor shall grant a credit to Highline Community College in the amount of V200th of the basic monthly maintenance charges for each "[ate" hour or part thereof (prorated) beginning with the time of notification and endmg with the time of amval. For purposes of response time computations, only hours of contracted maintenance shall be meluded, except that, if any portion of the contracted response time falls outside contracted periods of maintenance, the maintenance personnel shall arrive at the beginning of the following period of contracted maintenance. G The Contractor shall furnish a malfunction incident report to the installation upon completIOn of each maintenance call. The report shall include, as a rrunimum, the following: Page 27 1 Date and time notified, 2 Date and time of arrival; 3 Type and senal number(s) of Equipment, 4 Time spent for repair, 5 DescriptIOn of malfunction; 6 List of parts replaced, 7. Additional charges, if applicable. H. There shall be no additional charges for replacement parts 1. Maintenance Credit for Equipment Malfunction. 1. If Equipment remains inoperative due to a malfunction through no fault or negligence of the Customer for a total of 12 hours or more during any 24- hour period, the Contractor shall grant a credit to the Customer for each such hour in the amount of 1/200th of the maintenance charges for the inoperative Equipment plus 1I200th of the maintenance charges for any Equipment not usable as a result of the breakdown; PROVIDED THAT, for Equipment supplied by other vendors the credit shall be as mutually agreed Equipment downtime for each incident shall start from the time the Contractor receives a trouble report from the Customer and continue until the Equipment is returned in good operating condition. However, should the Customer fail to make contact with the Contractor's maintenance representative at the prearranged point of contact, (see paragraph 60 B , above) then the Contractor shall credit the Customer with downtime commencing from the time the Customer made the bona fide attempt to contact the Contractor's maintenance representative and contmue until the Equipment IS returned in good operatmg condition PROVIDED THAT, time reqUIred, as a result of the malfunction to reconstruct data stored on disks and/or other storage media, shall be considered downtime for that EqUIpment required for said reconstruction, and downtime for each incident shall be reduced by either the contracted response time or the actual response time whichever is less When maintenance credit is due the total number of creditable hours shall be accumulated for the month and adjusted to the nearest half hour. 2. Exclusive of the provisions of Paragraph 1.1. above, the Contractor shall grant a credit to the Customer for any Equipment being maintained by the Contractor which fails to perform an at effectiveness level of 99 8 percent during any month. The effectiveness level for Equipment is computed by dividing the operational use time by the sum of that time plus Equipment downtime. Operational use time is defined as the total hours in a month the Equipment is operational, minus scheduled outages Downtime is when the Equipment is not available due to malfunction through no fault or Page 28 negligence of the Customer The Equipment downtIme shall be accumulated as described in paragraph I 1 above The credit shall be a reduction of the mamtenance charges by the percentage figure determined by subtracting the actual effectiveness level percentage from 99 8 percent For example, if the effectiveness level for Equipment is 82 percent, the credit would be 17.8 percent. Any Equipment downtime for which credit was granted in accordance with Paragraph 11. above shall not be included in the effectiveness level computation. 3 In the event that purchased Equipment which has been installed less than two years, is inoperative due to Equipment failure and the total number of hours of downtime exceeds ten percent (10%) of the total operational use time for three consecutive calendar months, the Customer reserves the right to require the Contractor to replace the Equipment. The purchase option and/or age depreciation credits for the replacement Equipment shall not be less than the credits accrued from the date of installation of the original Equipment, regardless of whether the replacement is made at the request of the Customer or for the convenience of the Contractor. 1. There shall be no additional maintenance charges for. Preventive maintenance, regardless of when performed 2 Remedial maintenance which was begun during the principal period of maintenance or e:>..1ension thereof or when the Contractor was notified during the princIpal penod ofmamtenance or extension thereofofthe need for remedial maintenance ,3 Remedial maintenance required within a 48-hour period due to recurrence of the same malfunction 4 Time spent by maintenance personnel after arrival at the site awaiting the arrival of additional maintenance personnel and/or delivery of parts, tools or other required material after a service call has commenced. 5 Remedial maintenance required when the scheduled preventive maintenance preceding the malfunctIon had not been performed K Malfunctioning Equipment must be repaired or a replacement spare installed by the Contractor's maintenance technician no later than the close of business on the work day following notification of Equipment malfunction. Failure of the Contractor to comply with this requirement shall be a failure to perform. Contractor shall not be in default if it begins repairs within the specified time period and thereafter diligently proceeds to complete the repair. Contractor, Page 29 however, must exercise the highest level of escalation within the Contractor's escalatIOn process to complete the repair within the aforementioned time period Failure to do so, shall be deemed a failure to perform. A description of Contractor's "CLIENT ESCALATION AND NOTIFICATION PROCEDURE" is made part of this Agreement as Attachment A L "On Call" Maintenance 1. The basic monthly maintenance charges set forth in Schedule A shall entitle the Customer to maintenance service during the principal period of maintenance, which is 24 hours per day, seven days per week. 2. The Customer by giving fifteen (15) days written notice to the Contractor, may extend the principal period of maintenance in the time increments, and for the charges as shown in Schedule A. 3 The principal period of maintenance or extension thereof may be changed by the Customer upon fifteen (15) days written notice to the Contractor. 4. Should the customer require maintenance service outside the designated principal period of maintenance or extension thereof on an on-call basis, charges for such additional maintenance service shall be as shown in Schedule A. Only one maintenance person shall respond to a request for maintenance unless it is mutually agreed that more than one is required. 61. (RC) REPLACEMENT PARTS Contractor shall furnish replacement parts for the purchased Equipment for a penod of seven (7) years commencing With the date(s) of acceptance of the Equipment in accordance With the STANDARD OF PERFORMANCE provisions set forth elsewhere in this Agreement. After the expiration of said seven (7) year period, Contractor, when requested by Highline Community College, shall furnish all data necessary to enable Highline Community College to purchase such replacement parts or .have them manufactured elsewhere. 62. (RC) MAINTENANCE DOCUMENTATION F or purchased Equipment Contractor shall, upon commencement of performance, provide to Highline Community College such current diagrams, schematics, manuals and other documents necessary for the maintenance of the Equipment by Highline Community College or Its subcontractor. There shall be no additional charge for said maintenance documents Page 30 , . CUSTOMER SOFTWARE PROVISIONS 63. (RC) SOFTWARE LICENSING All software provided by the Contractor for mstallation on or within the Equipment configuratlOn(s) shall be subject to the following provisions 63.1. (RC) FREEDOM OF USE Contractor understands that Highline Community College provides information processing services to agencies of state government and other tax supported entities. Software delivered hereunder will be used in the delivery of these services. Contractor acknowledges and agrees that said use of software products for such use is acceptable under the licensing terms contained herein. 63.2. (RC) SOFTWARE OWNERSHIP Contractor as Licensor hereby warrants and represents to Highline Community College as Licensee that Contractor is the owner of the software and licensed programs delivered hereunder or otherwise has the right to grant to Highline Community College the license to use the software and licensed programs without violating any rights of any Hurd party, and that there is currently no actual or threatened suit by any such third party based on an alleged violation of such right by Contractor 63.3. (RC) SOFTWARE DOCUMENTATION Contractor wIll provide one copy of all pertment documentation for each system program licensed herem. All documentatIon shall be delivered with or before delIvery of the software 63.4. (RC) somv ARE MAINTENANCE, UPGRADES AND ENHANCEMENTS Software provided by the Contractor shall be the most current version (release level) of the software at the time of delivery to Highline Community College. Contractor shall make available to Highline Commuruty College the option to license later verSIons of the software as such later versions ( or releases) become commercially available 63.5. (RC) CONTRACTOR CORRECTION OF SOFTWARE MALFUNCTION Contractor shall provide a correction service at no additional cost to Highline Community College for any error, malfunction, or defect, if any, in the Contractor supplied software which, when used as delivered, fails to perform in accordance with Highline Community College's officially announced technical specifications as Page 31 listed in @xhibit A) and/or the Contractor's proposal @xlublt B), and those which Highline Community College shall bring to Contractor's attention Contractor shall undertake such correction service in a timely manner 63.6. (AC) EQUIPMENT AND SOFTWARE UPGRADES A. Contractor agrees that if the manufacturer of the Equipment, components, features, Equipment or software, releases upgrades or major changes to the Equipment purchased pursuant to this Agreement, the Contractor shall offer to Highline Community College the option to acquire and implement such enhancements and updated versions or new releases of the software as they become available consistent with the PRICE PROTECTION provisions of this Agreement. B. When new technological capabilities, as established in Highline Community College's RFP (Exhibit A) as desirable or optional features, are made commercially available, Contractor shall make these features and capabilities available to Highline Community College consistent with the PRICE PROTECTION provisions of this Agreement CONTRACTOR SOFTWARE PROVISIONS G-t. CONTRACTOR SOFTWARE PROVISIONS A Contractor grants Highline Community College a personal, non-transferable and non-exclusive nght to use, in object code form, all software and related documentation furnished under this Agreement. This grant shall be limited to use with the Equipment for which the software was obtained or, on a temporary basis, on back-up Equipment when the original Equipment is inoperable Use of software on multiple processors is prohibited unless otherwise agreed to in writing by Contractor Highline Community College agrees to use its reasonable care to see that its employees and users of all software licensed under this Agreement comply with these terms and conditions and Highline Commuruty College wii! refrain from taking any steps, such as reverse assemble or reverse compilation, to derive a source code equivalent of the software B Highline Community College is permitted to make a single archive copy of software. Any copy must contain the same copyright notice and proprietary markings as the original software Use of software on any Equipment other than that for which is was obtained, removal of software from the United State, or any other material breach shall automatically terminate this license C Highline Community College agrees that any software or technical and business information ("Information") owned by Contractor or its suppliers and furnished to Page 32 I-lighline Commuruty College shall remain the property of Contractor or the supplier, and shall Be used only to install, operate or mamtain the product for which it was originally furnished, 2. Not be reproduced or copied, in whole or in part, except as necessary for use as authorized under this Agreement or unless otherwise agreed to in writing; 3. Not be used to develop other software; 4 Together with any copies, be returned or destroyed when no longer needed or permitted for use with the product for which it was initially furnished, and 5 Not be removed from the United States D. Software and information designated "confidential" or "proprietary" shall be kept in confidence unless required to be disclosed by Washington's Public Records Act, RCW 42.17 and except for any part that: I-lighline Community College rightfully obtains free of any obligation to keep confidential, 2. Becomes generally known to the public through acts not attnbutable to I-lighline Community College, or 3 Highline CommunIty College Independently develops E If any Equipment is subsequently assigned to another end user, upon written request, Contractor will grant the new end user the nght to use any related software and information, provided the new end user also agrees, in wnting, to Contractor's terms and condItions and pays any scheduled fees 65. (Re) SITE PREPARATION GUIDELINES SIte preparation guidelines shall be furnished in writing by the Contractor at least twenty (20) days prior to the date the Contractor shall install the EqUIpment. These guidelines shall be in sufficient detail to facilitate preparing the site to permIt the Equipment being Installed to operate efficiently from the point of view of enVIronment and power. Contractor specialists will be available at no separate cost to Highline Community College apart from costs presented in the Contractor's proposal to provide requIred consultation relative to site planning. Page 33 " . 66. (RC) ENGINEERING CHANGES Contractor warrants that installation of such engineering changes as Contractor may from time to time require or recommend shall not cause the performance of the Equipment modified to be materially degraded below the Contractor's official published specIficatIons at the time of installation of the Equipment Any such engineering changes are to be installed at a mutually agreeable time 67. (AC) TRAINING AND DOCUMENTATION The Contractor will provide the training as specified in the Mandatory Requirement contained in Highline Community College's RFP Exhibit Il, Section 3.6 (Training) and the Contractor's response to these requirements as provided in Exhibit B All training, end- user help- programs, supporting documentation and scheduling must be defined and agreed upon in advance by Highline Community College Project Coordinator and the Contractor prior to implementation and use by the customer. INVOICE AND PAYMENT PROVISIONS 68. (RC) ADVANCE PAYMENT PROHIBITED No advance payment shall be made for goods or services furnished by Contractor pursuant to this Agreement. Except as otherwise provided herein, such payments shall be due and payable withm thirty (30) days after acceptance of such goods or services or after receIpt of properly prepared invoices, whichever IS later 69. (RC) TAXES Hlghltne Commumty College will pay sales and use taxes Imposed on goods or services acquired hereunder The Contractor must pay all other taxes including, but not limited to, Washington Business and Occupation Tax, taxes based on the Contractor's income, or personal property taxes levied or assessed on the Contractor's personal property to which HJghlme Community College does not hold title 70. (RC) INVOICES A The Contractor will submit properly certified itemized invoices and/or vouchers in triplicate to Highline Commumty College Invoices shall provide and Itemize at a nummum I Equipment Serial Number(s) and Purchase Costs, 2 Software Licensing Fee(s), 3 Maintenance Charges, 4 Applicable Taxes, 5. Other Applicable Charges, Page 3-l · f'. 6 Applicable Discounts, and 7. Total Charge B Payment of maintenance service or other use charges or fees of less than one (1) month's duration shall be prorated at 1/30th of the basic monthly charges for each calendar day. C Tills Agreement Number 0124301433 must appear on all invoices, bills oflading, packages, and correspondence relating to this Agreement All payments to the Contractor shall be remitted by mail. Highline Community College shall not honor drafts, nor accept goods on a sight draft basis. D. Maintenance charges will commence, as to each unit of Equipment, following expiration of Contractor's provided warranty as set forth elsewhere in this Agreement in the provision entitled EQUIPMENT WARRANTY. Maintenance charges are as set forth in Schedule A to this Agreement. E. Highline Community College shall pay maintenance charges on a monthly basis, in arrears. Payment of maintenance service ofless than one (1) month's duration shall be prorated at 1/30th of the basic monthly maintenance charges for each calendar day 71. (Re) PAYMENT A. The Contractor shall not submit invoices to Highline Community College, and Highline Community College shall not make payments pursuant to this Agreement, until Highline Community College has accepted the Equipment in accordance with the provision of this Agreement entitled STANDARD OF PERFORMANCE, unless otherwise provided for in this clause B Any credits due Highline Community College, for liquidated damages or other damages provided for herein, may be applied against the Contractor's invoices with appropriate mformatlOn attached. C Highline Community College shall pay monthly service charges, monthly maintenance charges, as well as all other monthly costs and charges within thirty (30) days after receipt of such service or within thirty (30) days of receipt of Contractor's properly completed invoices, whichever is later. D. Upon completion of the trouble free operation as specified in Section 3 2 of Exhibit A, AT&T will present an invoice to Highline Community College for an amount equal to eighty percent (80%) of the toal purchase price. The invoice will be due for payment within thirty (30) days. The remaining balance of the total charges will be paid by Highline Community College when a final bill is submitted by the Contractor to Highline Community College at the successful conclusion of the Testing and Acceptance, pursuant to Section 3.2, Exhibit A. lfthe equipment Page 35 . I,... is not accepted, any progress payments made to the Contractor will be promptly returned to Highline Community College For acquisitions where incremental moves by facility tenants are not part of the implementation plan, payment for the mstalled Equipment will be made in full at the successful completion of the Test and Acceptance of the Equipment and final billing is submitted by the Contractor to the Customer. LIQUIDA TED DAMAGES 72. (RC) LIQUIDATED DAMAGES - GENERAL A. Any delay by the Contractor to perform will interfere with the proper implementation ofHighline Community College's programs to the loss and damage ofHighline Community College B. Similarly, delay by Highline Community College in readying the facility or permitting installation will interfere with the schedule under which the Contractor is operating, thus resulting in damage to the Contractor. C. As it would be impracticable to fix the actual damage sustained in the event of any such failure to perform, Highline Community College and the Contractor, therefore, agree that in the event of any such failure to perform, the amount of damage wruch will be sustained will be the amount set forth in this Agreement and they agree that the Contractor and Highlme Community College shall pay such amount as liquidated damages and not as a penalty D Amounts due Highline Community College as liqUidated damages may be deducted by Htghline Community College from any money payable to the Contractor, or Highline Community College may bill the Contractor as a separate item pursuant to this Agreement Highline Community College shall notify the Contractor in wnting of any claIm for liqUidated damages pursuant to this provision at least 30 days prior to the date Highline Commuruty College deducts such sums from money payable to the Contractor E Liquidated damages provided for under the terms of this Agreement are subject to the same limitations as provided for in the prOVISion entitled LIMITATION OF LIABIlITY. 73. (RC) LIQUIDATED DAMAGES - SPECIFIC A DELIVERY OF EQUIPMENT 1. lfthe Contractor does not deliver and install the Equipment described in this .Agreem~nt and special features and accessories thereto on or before Page 36 . ',," the date mutually agreed upon by both partIes, the Contractor shall pay to HIghlme Commumty College as fixed and agreed lIquidated damages m lIeu of all other damages due to such non-delivery, for each calendar day between the agreed delivery date and the date such EqUipment IS delIvered mstalled and certIfied operational, an amount of one-thousand dollars ($ 1,000) per day not to exceed fifteen calendar (15) days 2. If the delay is more than fifteen (15) calendar days, then by wntten notIce to the Contractor, Highlme Community College may terminate the right of Contractor to deliver the Equipment and may terrrunate this Agreement. Such terminatIon shall be for Contractor's failure to perform and shall be considered a terrrunation for default as set forth in the TERMINATION FOR DEF AUL T provisions of this Agreement Contractor shall be liable for damages set forth m this provision and as set forth in the TERMINATION FOR DEFAULT provisions of this Agreement. B GUARANTEED ONE HOUR RESPONSE TllvfE FOR MAINTENANCE If Contractor's maintenance personnel fail to arrive at Highline Community College's installation site wahin one (1) hour after notIfication by Highline Community College that maintenance is required, the Contractor shall pay to Highline Community College as fixed and agreed liquidated damages, in lieu of all other damages due to such non-responsiveness, for each hour between the agreed one (1) hour response time and the actual response time an amount of one-hundred dollars ($100) per hour for each "late" hour or part thereof (prorated) beginning WIth the time of notificatIOn by Highlme Commumty College and ending with the time that Contractor's mamtenance personnel arrive at Hlghline Commumty College's EqUipment site CONTRACT EXECUTION I-t. (AC) COUNTERPARTS This Agreement 1S to be executed In duplIcate origmals and each duplicate shall be deemed an anginal copy of the Agreement signed by each party, for all purposes 75. (RC) SIGNATURE BLOCKS L."{ WITNESS WHEREOF the partIes hereto, having read this Agreement Number 0124301433 m 1tS entirety, including all attachments hereto, do agree in each and every partIcular Page 37 . ~ J .. APPROVED HIGHLINE COM:MUNITY COLLEGE ~j;l ~vdi/'~ SIGNAT " Vice President for Administration TITLE 8/23/94 DATE APPROVED AS TO FORM HIGHLINE COM:MUNITY COLLEGE Approved as to form by Deputy Attorney General on 6/4/92 SIGNATURE TITLE DATE APPROVED AT&T CORP s-t~ !/rlM _tl SIGNATuRE StJb Jj;y-cL?-f' A-- TITLE DATE ~Cj /Ci {j Page 38 . ~ , ill ATTACHMENT A CLIENT ESCALATION AND NOTIFICATION PROCEDURE AGREEMENT NUMBER 0124301433 DESCRIPTION Escalations start with the field service operation when the technician on-sIte either cannot isolate the problem within two hours or cannot determine the problem solution within two hours. · At ~he end of hour one, the technician should be advising the service manager of the situation. · At the end of hour two, when the problem is about ready to be escalated to the Technical Service Center, the technician should advise the service manager to inform the field services manager of the escalation. · At both of these intervals, the technician is responsible for advising the customer of the current status 2 At the end of hour two, the on-site technician escalates the problem to the Technical Service Center TechnicIan Helpline The Helpline has 15 minutes to resolve the problem If the Helpline believes that the technIcian's problem cannot be resolved witrun 15 minutes, the problem wIll be immediately passed to the system technIcal engIneers :3 Once the field services techrucian has escalated the problem to the TechnIcal Service Center, the field servIces technician must call the Techrucal Service Center for further status 4 If not resolved, at the end of 30 minutes or immediately as applicable, the Technician Helpline wIll pass the problem to the system technical engIneers The engineers have a total offour hours to resolve the problem At the end of hour four, the engineer is to advise the customer of the status · At the end of hour six, the time the engineer IS ready to escalate the problem to Bell Laboratories or applicable manufacturer, the engineer IS responsible for advising both the customer and the Technical Service Center operations manager of the escalation. Page A-I ,. 1'.__ .< SCHEDULE A EQUIPMENT AND MAINTENANCE PRICE LIST Page S - A r~ I" ... ! . Noles and Comment on HIghlme Commul1lty CoUe8c Planrung Order Overall i 111e ll1ltial o([ered confIguratIOn was at a pnce poml of 5359,102. Several changes have been made. The current conf1guratIOn IS pnced at $371,788.57 . Tlus IS an lllcrease of $12,686 to Highline Commuruty College and is mamly altnbutable to the use of lhe new wgItal sels and packs wluch allow the cCollege to use a smgle or dual pcur station wmng plan. AT&T has absorbed the balance of the increases caused by these desIgn changes. Total credIt for trade III of the DimensIOn:S138,872. MocL11catlOns Reflected in the Plannmg Order Adwtrons 51108. 5920. $2028. Aux. Trunk card [or musiC on hold DIrect Stauon SelectIOn console for SWItchboard SlIbtotal- additIOns DeletIOns ($3326.) OS-I card (1) Changes All digItal packs have been upgraded lo 16 port All sels have been upgraded lo 8400 senes. VersIOn soflware has been upgraded [rom Versm 2 lo VersIOn 3. TypICally lhere IS approxillHllely u 10% prenuum on the cosls of lhe new sels and packs. Ont,'1l1al rEp con[IgurilllOn reflecled est. 5202k m wgItal sels& pucks. Trude ill CredIl Some of lhe lrude III credIt uppenrs m lhe Ul1lt pnong ralher lhan on lhe credIllme. For audIl purposes look [or lhose producl or "pec" codes Lsled below. Conlrasled WIlh lhe pnce lIst you WIll see lhe bulallce of lhe anlIopuled lrade-lll credIt. Product Code Price Lis FP Plannin Order Net Chan e. 63012A (slZe sens.) 521,600. 52880. 518,720 1264-IS2,I1264-013 $13,200 $8440. 54,760. 6300-59Cj6300-59CU $37,170 527,890 59,280. 63203/63203U $9955. $8355. $1,600 SubTotal 5 34,360. Credit Line 5104,512.. Total Trade In Credit 5138,872. SUI!gcslIons [or DISCUSSion AppllCatIOn [or Prilllury Rule ISDN So[lware RequIremenl [or Auwble Message Wallm7, NolulCatlOn Passageway / InlegratlOn [or Use wllh PR! 59970.00 $3700.00 , 5. 3Z~('- . MEMORANDUM l DATE: October 19, 1995 TO: Becky J. Upton, City Clerk FROM: Craig D. Knutson, City Attorney RE Telephone System Contract With AT&T Attached are copies of the agreements between AT&T and Highline Community College and AT&T and Clallam County for purchase of a telephone system. Together with the Intergovernmental Agreement for Acquisition and Operation of Telephone System between the City of Port Angeles and Clallam County, these agreements constitute the terms of the City's purchase of a new phone system from AT&T. Accordingly, you should have all three agreements together in your files. CDK:cb Attachments ASBU eM ) , SUPPLEMENT TO EQUIPMENT SUPPLEMENT NUMBER 76589 XBTA Remarks: The parties agree that the rights and duties set forth herein may be assigned by Clallam County to the City of Port Angeles for that portion of the phone system that maybe transferred from Clallam County to the City of Port Angeles pursuant to the Intergovernmental Agreement for Acquisition and operation of telephone system ("Intergovernmental Agreement") attached hereto as Exhibit A. AT&T makes no representations regarding the enforceability or validity of such "Intergovernmental Agreement," nor does it waive any rights it has under this Agreement by virtue of permitting Clallam County to assign any rights and duties to the City of Port Angeles under the intergovernmental Agreement. To the extent it is reasonably able, AT&T will send separate bills to Clallam County and the City of Port Angeles for their respective portions of the phone system purchased under this Agreement. Clallam County will provide all information necessary to enable such billing. However, if the City of Port Angeles should dispute or refuse to pay any amounts owed to AT&T in connection with the phone system purchased hereunder, Clallam County will remain responsible and forward payment to AT&T with respect to any such outstanding amounts. Inic{J& q-/145 Date ~l rlll i"I11 Cormty J'/'J Initial . .,.- /IJ . (p "1,5 Date AT&T ? - ____ l -=-=ra.ATlaT ~ AIS 1481TA (6.92) 76585 XBTA ::arw.JS'.[' S'.TPrlJ~!C IT crr~~ 10124~0143] r)F.DEP 953~1)80 ;lATE n.) I~I)! 199" rys ?:,:yrJ:'1' (jl;)~: l)5pm~l)q CLALlA'f CXX.NTI C'exlRI'lCVJSE 223 E 47rI P(Tl{l' A~ rnES 1 JA 1)8162 ,\7[,T 2(,01 roorITf-! ~J1:::tlJE 5":A :TIE h.T.li-T Ol\ITAr;:' l'iF():?JtA.'T"l0'! ~TLL C\T..,SCltI 'IA 90121-1231 2~~1~~37~ ']t{;", t .w '3 CJ:r:ufr]~ n.F.fJW.STS 'j"!!,\ ptt(JJIS'Irt1 OF ~rr: r0T.La.mr; ~Orf:crs S:.J'lr:cr m ":"fTE :'E~.fS Am 0Im1TI()'!') or ~rr.: Ar>/JJr: !\r:rE!'J :: r.sD CONBACT. *-:<":.c A 'lINT'tJlf 0F' TlIP2S ('3) '~-l~ (n.~S ~P?LY ?l ALL PROo:1(T') IN1TIAI.LY tlr,lOlI')l"1) f'fJ A :DlVI-'Tn-'N)'l';""I ~I qNl 1">.011 JC71 Sf:.RlICC !J'F.:SG'tTPTIIJ-! ~JAr.P.AmY PS m~ : l1mt ('JRe'" r:[i.Y LIC. :nmrr,y GIA,r:r.;rj pr.mclASE po,lml T'lS7AI,LA7!ml T"J'Jl''<** ?::.E LIcr:rT~ ~ UC:::NSTc: Fr::: (l-Tl'lC r;. ~\IK;r\) t'T ;.E.~ D1JTICL-!:CY 1214-YEY 012 1 1 plJP. " \ HrtTlTY T!C6 3')f,rJ) 70H49 017 1 t ""Jo T"T_l 'j W' /30-/1Q if.:' Pl( 1256-S1;1 ')12 1 I ?UR V. "-1'\: ~n '.fOI'T. P()P1'S 17.56.JTP2 112 1 1 7)('R X 7:FRP:JGJ A ~.O T:-;PTt-j 1 T35-'.IT~1 '.leO '3 PJP. 74C0A DAn I nmu: :>171-f\.;"~ '"'I:! 1 PUP n.oo ')40. ()(I 2')0.00 n.oo 2':>0n. ')j ~N). r)') ,'l. (Y\ 0262. ')') G) 1.1)(' l1.m f,2/.n.no '17!J.r}'"l ;) . 'II) 166.60 o.(X) G.ry) 44~.m 7 ') J10 '1.')') 1,)?5~. ')f'l 1')%.0') 0.'10 95917.73 209R3.(){) 116V)A n.m 11517(,.23 74141.'jP' rar/\L <J.nrrur~~ Flt't! ATIACfIED (2) PI\CE(S) .~~ 1A.1T':l) ')l IIPPI!'C 0"TAPD3S m.AJID LU!AL -'ILL q~Ic:.r; Nill PATI'S '\PnJr. ARC: f'XCLUSIVE OF r;AI.;::S/rJ<'1"': TAXES ....../AP.RAIl'IY IPOST..1..7.\R'WrrY 0JJ\:R \cr.:: 3!JSI! :FSS T)fl:{ (1 ) ARru! ID-1'H~ -eLm: (2 ) '1AIl ITEr /,\1I,l(;E QO.'RE8S. ( 3) t;JS'ID1F.P- FllEt\'1DRY i.p: IT (4) 7 : ()()A'!-7 :()O?i ~;~~!-r"R.I. (5) 8:(){WH3:o.Y1;~nJ-F:n. 9:00l~ t-9: (r)p:,{; ~"!-F:U. P.:OONHlI1JUarr; :';U-SAT. !:JS1U1Elt eN-SITE . r'ZiJl.A:hE )..-rFt'': on-81TE E\0TN~ (6) (7) (8) (9) (0) C'l's:'CJ 1El\ cmrrACf :':mJR!: I T)AIT (;} w.['.;:: r,(\ iffiOT.. DATE( crn) DFlJ:Ir:::nr T)ATS : 1:1 ~na: f'ATE : m /".5/95 / 1 1 1 I 1 ~:ry..I1J:>: lf~ ,'1' IJX;ATI m 2~J ,... 4T-l ?-lfIT /IJ r.F.:U::S "0\ 1\.'W'l',T "i3Jc, 2 ,\r';-Tn," ,"",,1"'T\ ~.q ..,.1\'7'1,.....,:. .( ~/f't ..~ ~TJ'-_" '11\, l1" --:-1:: :' <\' 1" ..::...AT T ^' I r \ T r:-"' ;''''1:':Tlr1!'~ ~ ~ r~:'j"T"""'" (~,l(~'-"Y~-~ (:;T"':'l,\"nr.-l~ "'-'T"'" T ')".1 ~-...... "/1,' f(, -;r'T) J~~ 7';'l!:" ,;'\':F Dol:othy Dlmcan ':'~-;1}-: Clair, 8oal:d of Catmissioners },~)r !~;.--(~~ ~(Jr: 1 -;rv 1".... , ... T" ~ "I fT' \"'" -) ~T7" ~T'\~, -:ti'" ~:T.~ 7i\'l'l,r, i fA I,. T'j')l '1\";1" Septerrher 19, 1995 ~1.~" - '1J:'-f^?;~ sr::: ( ~ ) :\.l"JDITIrrL\L PN:r.(S) "THIS rorrr'ACT IS Sl~~ TO i.~f. TE:~1S ^JJI' C(J)T)ITIa:s OF ;!A..<IT':R AGP.m'1}~NT, 001243<11433, ~F.T,l~J~N AT&7 NlI' 111S'ILnlE CJ.-r>l!r.n:~ mLT..f':~." 'TIC awv: mNTR0L, om...rJ1ZRY, AlID P~JICE "'An:;c; 'JILL ~~ !lEOJITATf:D 1-TITIIH! A ! mtJALLY KJRF'..f:ABU: '::'II'lE ;.'?,N.lF.." I I "~ ATIA01ED ~~Nr." 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AT&T makes no representations regarding the enforceability or validity of such "Intergovernmental Agreement," nor does it waive any rights it has under this Agreement by virtue of permitting Clallam County to assign any rights and duties to the City of Port Angeles under the intergovernmental Agreement. To the extent it is reasonably able, AT&T will send separate bills to Clallam County and the City of Port Angeles for their respective portions of the phone system purchased under this Agreement. Clallam County will provide all information necessary to enable such billing. However, if the City of Port Angeles should dispute or refuse to pay any amounts owed to AT&T in connection with the phone system purchased hereunder, Clallam County will remain responsible and forward payment to AT&T with respect to any such outstanding amounts. ~j Initial q-lq-tl5 Date ("1 rllll rlIll COlmty ~If Initlrll /tJ-r;-c;::; Date AT&T - - ~.ATaT AIS 1481TA (6.921 ( ,'JJ[(I~.r:. .')'.ji~rl,,'~I"'~1 I 76589 XBTA "\ .....' ~~A~ n01~41~J413 n-znr:R ()6424~,O 1W~'7, (\9/11)/199') r:T.ALT.P.'! 01J?T:Y 'J1WTI!(11c;:: n3 r.: '1:1 AT&'r' ~ffll ~JRTfl Nl:JlPS ^\T;:i~ ryy7'",^:= T'~np~'''TT(11 ~!~ J\j'K~::L!::S '-'1\ ')TY):;: sSt~~r:: Tml" 'J1 R')~! : lA Q':I171-1::'=11 2'16-";:.1 S-,)!QA PNT. 1 (Ie' (}j~~H:r~ r,rr~!f.STS TiT.: ?R(1!I';H1J ')'=' TiE :-oIJ..,o,!I')c u]~Ol1.~ STr:..;r:-(~[' TO 'nrr 1:~~!'l "~lf) (J)'IT)ITI;t'Q ,')'7 'r'''': ^,WVr ::r:ki':l)J~! 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