04-531Councii File # ��1 �
Presented By:
Referred To:
Green Sheet # 206634
1?
Committee:Date:
1 BE IT RESOLVED, that the City Council authorizes the City of St. Paul, Police Department to enter
2 into the attached agreement with Qwest Government Services, Inc., which includes an indemnification
3 clause. A copy of said agreement is to be kept on file and on record in the Office nf Financial Services.
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Rec
Adopted by Council: Date: /y'-1�.�,, /� �D
Adoption Certified by Council S��
By: �
Approved�y�ayor: Date_
By:
RESOLUTION
OF SAINT PATI., MINNESOTA
Qwest 911 Maintenance Ajreeyfient�cr2004
By:
By:
by City
Mayor for �ulrn�i3'�ig�j to
4/21/04
266-5588
ASAP.
TOTAL # OF SIGNATURE PAGES
0'�- S3i ��
No. 206634
INRWUOATE
�.,An�, v ��
❑FWPNCW.SERViCESWt_ ❑FRlANCNLSERV/ACRG
� YOR(ORA556TAM7 � �u�nanit16XT5
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(CLIP ALL LOCATIONS FOR SIGNATURE)
�oval of the attached council resolution authoiizing the City of St. Paul, Police Deparhuent, to enter into an agreeement
Qwest Govenunent Services, Tnc. for the snaintenance of 911 telephone equipment.
PLANNING COMMISSION
qB COMMITTEE
CNII SERVICE COMMISSION
Has this personffrm evervrorketl under a contract forthis tlepartment�
YES NO
Has this person/firm ever been a aty empioyee?
YES NO
�ces this personff�m possess a SWII not nortnaily possessed by any wneM aty employee�
YES NO
Is this perso�rm a targeted ventlof�
YES NO
cplain all yes snswers on separete sheet antl attach to green sheet
�est Crovernment Services, Ina (Qwest) provides 911 telephone equipment maintenance and repair support to the St. Paul Police
�artmenYs Emergency Communications Center (ECC) for department-owned 911 telephone equipment. This maintenance and repau
vice is provided under ihe authority of an annual maintenance agreement. The attached council resolution authorizes the agreement
the calendar yeaz of 2004,
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will provide 24J7 response to 911 telephone equipment problems and outages, ensuring rapid response and continuation of
a1911 telephone service for the public. Service, maintenance, and repaus provided under this annual maintenance agreement cost
.antly less than services provided on a"time and matedals" basis. One telephone outage alone could easily cost faz more than the
con4act price.
IANTAGES IF NOT APPROVED
r technician response to 91 I ouffiges and problems would be delayed, and would cost the depaituient faz more than with this
:nance agreement. Service to the public would be significantly reduced or intezrupted completely while we waited fot an available
technician.
AMOUNT OF TRANSACTION E 12,264.96
IG SOURCE Scecial Fund GL-436-34911-0275
COST/REVENUE BUDGETED (CIRCLE ONE) YES
ACTIVITYNUMBER GL-436-34911-0275
INFORMATION (EXPLAIN)
Qwest S11 Maintenance Agreement.cr.gs.2004
oy-53t
PUBLIC SAFETY PRODUCT
CPE E911 FULL REMEDIAL MAINTENANCE AGREEMENT
Qwest Govemment Services, Ina (`QwesY'), a corporation organized under the laws of the State of Colorado, and City of
Saint Paul, Police & Fire Departments, ("Customer'�, a public entity organized under the laws of the State of Minnesota
hereby enter into this Pub{;c Safety Product Maintenance Agreement ("Agreement"). This agreement shall reptace
agreement number CDS-990$30-0005 in its entirety.
1. Products and Services Supplied under this Agreement. Qwest wili provide maintenance service on the Public
Safety Product(s} specified in Attachment 1 tb this !\qreemeot, referred to hereinafter as "Service", according to the terms
described in Attachment 2, titled, "Maintenance Provisions."
2. Term, The term of this Agreement shall be deemed to have commenced on January 1, 2004, and end on December
31, 2004. Thereafter, the parties may renew this Agreement for annual terms by wcitten agreement. The sates and
charges may be revised at the time of renewal and any renewal shall specify any change in compensation or charges
payable to Qwest.
3. Maintenance Charges and Payment Terms.
3.1 QwesYs charges for maintenance performed under this F�qreement are set forth in Attachment 3. All charges shall be
invoiced monthly and paid within thirty (30) days after receipt of the invoice and in accordance with the Payment
Schedules referenced in Attachment 3.
3.2 Late Payment Charge - Qwest shall apply a service charge of 1-1/2% per month on any unpaid balance not received
by Qwest within thirty (30) days of the invoice date.
4. Taxes and Fees. Prices do not include taxes or fees, of any kind, established by governmental authorities.
Customer shall pay all such applicable taxes and fees when billed by Qwest. Alternatively, Customer may supply Qwest a
tax exemption certificate in a form satisfactory to Qwest.
5. Customer Responsibilities.
5.1 Customer shall be responsible for maintaining proper environmental conditions at SITE, including but not limited to,
air conditioning, (f applicable), deanliness, and temperature requirements, and for meeting electrical requirements.
52 Customer shall ensure its personnel are available at SITE when maintenance is needed, providing free access for
Qwest personnei to supply maintenance services.
6. Lawfulness. This Agreement and the parties' actions under this Agreement shall comply with ail applicable federal,
state, and local laws, rules, regulations, court orders, and governmental agency orders. Any change in rates, charges or
regulations mandated by the legaliy cons6tuted authorities will act as a modification of any agreement to that extent
without further notice.
7. Force Majeure. Neither party will be liable for any delay or failure to pertorm its obligations hereunder if such delay
or failure is caused by an unforeseeable event (other than a failure to comply with payment obligations) beyond the
reasonable control of a party, including without limitation: act of God; fire; flood; {abor strike; sabotage; fiber cut; material
shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to timely place orders
therefor; lack of or delay in transportation; government codes, ordinances, laws, rules, regulations or restrictions; war or
civil disorder; or failures of suppliers of goods and services ("Force Majeure Event").
DGM/OMR # 95845
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8. Health and Safety Compliance. Qwest and Customer shall adhere to all applicable health and safety laws, rules
and regulations including the Occupational Safely and Heaith Administration's ("OSHA") rules and regulations. Customer
agrees to certify that there is no asbestos on any premises in any areas where Qwest will be working. In the event
Customer will not certify an asbestos free environment or asbestos is discovered in the Qwest work area, there may be
additional costs to perform under this Agreement in compliance with OSHA's rules and regulations. Customer
understands and agrees this Agreement does not include the prices attributable to working in an asbestos environment
including, but not iimited to, asbestos samp�ing, testing, cleanup, or rerouting or delays caused by any of the above.
Customer understands and agrees that prices attributable to any of the above will be in addition to the price agreed to
herein and Customer agrees to pay the additional amounts. Customer's noncomplia�ce with this provision will be
considered as Customer's default under this Agreement.
9. Limitation of Liabii"rty.
9.1 OPERATION OF PUBLIC SAFETY SYSTEMS, AND PUBLIC SAFETY PRODUCTS IS THE COMPLETE AND
SOLE UNDERTAKING OF CUSTOMER. QWEST'S SOLE UNDERTAKING IS LIMITED TO PROVIDING MAINTENANCE
SERVICE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
92 THE PROVISION OF 9-1-1/E 9-1-1 MAINTENANCE SERVICES BY QWEST TO CUSTOMER SHALL NOT BE
INTERPRETED, CONSTRUED, OR REGARDED, EITHER EXPRESSLY OR IMPLIED, AS BEING FOR THE BENEFIT
OF, OR CREATING ANY QWEST OBLIGATION TOWARD ANY THIRD PARTY OR LEGAL ENTITY OTHER THAN
CUSTOMER. THIS AGREEMENT BENEFITS ONLY QWEST AND CUSTOMER; THERE ARE NO THIRD PARTY
BENEFICIARIES.
9.3 IN NO EVENT SHALL QWEST BE LIABLE TO CUSTOMER, OR TO ANY PERSON OR COMPANY USING ANY
PRODUCT MAINTAINED HEREUNDER, OR TO ANY PERSON TO WHOM CUSTOMER FURNISHES A PRODUCT OR
SERVICE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND, ARISING
IN CONNECTION WITH, OR AS A RESULT OF THIS AGREEMENT.
9.4 QWEST'S SOLE LIABILITY SHALL BE FOR ANY DIRECT OR ACUTALDAMAGES RESULTING FROM ANY
QWEST NEGLIGENCE, INTENTIONAL ACTS, OR MATERIAL BREACHES OF THIS MAINTENANCE AGREEMENT.
AND IN NO EVENT SHALL QWEST' LIABILITY FOR DAMAGES ARISING FROM ANY CAUSE WHATSOEVER
EXCEED THE HIGHER OF THE REPAIR COST OR THE REPLACEMENT COST OF THE PRODUCT FROM WHICH
THE CLAIM ARISES.
10. Subsequent Changes and Additions.
10.1 Amendments, modifications and supplements to this Agreement will be enforceable provided any amendments,
modifications or additional schedules or supplements shall be in writing, shall reference this P�qreement, and shall be
signed by authorized representatives for both paRies.
10.2 Modifications or additional schedules sha�l not be construed to adversely affect vested rights or causes of action
which have accrued prior to the effective date of such amendment, modification or supplement. The term "this Agreement"
as used herein shall be deemed to include any future amendments, modifications and additionai schedules made in
accordance herewith.
10.3 The parties may make rearrangements, additions, changes and modifications to the equipment and any other
service modification, and may make such changes or additions upon the verbal request of Customer, but such
rearrangements, additions, changes and modifications may occur no more than four (4) times a year.
11. Assignment & Right to Subcontract. Neither party shall assign, sublet, or transfer any interest in this Agreement
without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however,
that Qwest may assign and transfer this Agreement to any parent, subsidiary, successor, affiliated company or other
business entity without the prior written consent of Customer. it is specifica4ly agreed that Qwest may subcontract all or
any portion of the work without the prior written consent of Customer. Qwest will remain responsible for the work of any
subcontractor.
DGM/OMR # 95845
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12. Exctusive Provider. Qwest agrees that it will, during the term of this Agreement, purchase the Services described
herein, only from Qwest Corporation ("Qwesi Corporation'�; except in the event of emergency circumstances in
which Qwest Corporation advises Qwest that it cannot provide such Services within the reasonabty requested time
period required by Customer. Qwest shall notify Customer, in wrfing, in the event Qwest Corporation cannot per�orm
such Services.
13. No License of Name. This Agreement shail not constitute a license to either party of the other party's trade name,
trademark, or any related property. NeRher parly shall have the right to use the other pariy's name in any way whaisoever
without the prior written consent of the other party.
14. Qwest Obligations. Qwest shall perform ordinary maintenance on, and repairs to, Products listed in Attachment 1
as to manufacturer's original performance specifications. Qwest has no obligation to replace Product which can reasonably
be repaired in the ordinary course of performing maintenance services. Qwest shall not maintain, repair or replace
software resident within or added to Product; the responsibilities of Qwest wdh respect to resident soRware shaH be limited
to any remedies provided by the manufacturer of the resident software, which shall be passed through directly to
Customer. Qwest has no responsibilities under this Agreement with respect to add-on software unless such responsibilities
are specifically agreed to by both parties and incorporated via Supplement to this Agreement.
15. Indemnification for Claims Associated with Personal Injury, Death, or Property Damage Only. Each parly
shalf indemnify and hold harmless the other party in connection with claims, losses, damages, liabilities, and law
suits to the eutent they arise from, or are alleged to arise from, negligent acts solsly in connection with a party's
performance under this F�qreement or a party's use of , or operation of , the Ptrduct9s) sold, installed, and
maintained under this {\qreement. This indemnity extends solely to claims and lawsuits for personal injury, death, or
destruction of tangible property. IN NO EVENT SHALL QWEST BE LIABLE FOR ANY INDRIRECT, SPECIAL,
INCIDENTIAL OR CONSEQUENTIAL DAMAGES FOR ANY REASON WHATSOEVER.
76. Qwest Responsibility. Qwest will be responsible for any actual, physical damages Qwest directly causes in the
course of its performance under this Agreement, limited to damages resulting from personal injuries, death, or property
damages arising from QwesY negligence or wrongful acts to the extent of such negligence, PROVIDED, HOWEVER,
THAT QWEST, SHALL NOT BE LIABLE FOR ANY INCIDENTAL, COPISEQUEN7IAL, INDRIECT, OR SPECIAL
SDAMAGES, INCLUDING BUT NQT LIMITED TO ANY LOSS OF USE, LOSS OF BUSIIVESS, OR LOSS OF PROFIT.
17. Limited and Exclusive Warranty: Exclusions.
17.1 THE WARR,4NTY PROVIDED IN THIS PARAGR,4PH IS LIMITED AND EXCLUSIVE NO OTHER WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY TO MAlINTENANCE SERVICES RENDERED UNDER
THIS AGREEMENT.
172 QWEST'S WARRANTY EXTENDS FOR NINETY (90) DAYS FROM THE DATE OF A MAINTENANCE SERVICE
VISIT BY QWEST. IF QWEST MAINTENANCE SERVICE IS NOT CONDUCTED IN A PROFESSIONAL MANNER OR IT
IS MATERIALLY DEFECTIVE, OR IF MATERIALS USED BY QWEST IN SUPPLYING MAINTENANCE SERVICE ARE
MATERIALLY DEFECTIVE, CUSTOMER'S SOLE REMEDY SHALL BE TO REQUIRE QWEST TO AGAIN PERFORM
MAINTENANCE SERVICE, CORRECT EARLIER MATERIAL DEFECTS IN SUCH SERVICE, AND REPLACE ANY
MATERIALLY DEFECTIVE MATERIALS USED.
17.3 QWEST WARRAfVTS MAINTENANCE SERVICE QWEST PROVIDES UNDER THIS AGREEMENT W1LL
GONFORM TO MANUFACTURER'S SPECIFIGATIONS, TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT..
17.4 QWEST WARRANTS THAT PERSONNEL WHO PERFORM MAINTENANCE TASKS AND FUNCTIONS FOR
QWEST iN CONNECTION WITH THIS WARRANTY UNDER THIS AGREEMENT WiLL BE QUALiFIED TO
PERFORM ASSIG(VED TASKS AND FUNCTIONS IN A PROFESSIONAL MANNER.
17.5 IF THE SERVICES PROVIDED BY QWEST UNDER THIS AGREEMENT FAIL TO MEET THE TERMS OF THIS
WARRANTY AS A RESULT OF FORCE MAJEURE CONDITIONS, ACTIONS OR NEGLIGENCE BY CUSTOMER,
ACTIONS OR PJEGLIGENCE BY THIRD PARTIES OR UNRELATEp PERSONS (OTHER THAN AN AGENT OR
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INDEPENDENT CONTRACTOR OF QWES�, OPERATOR ERROR, USE OF IMPROPER SUPPLIES, OR
CUSTOMER'S CONNECTION OF PERIPHERAL PRODUCT, CUSTOMER SHALL PAY ALL COSTS AND
CHARGES ASSOCIATED WITH MAINTENANCE AND REPAIR ACTIVITIES.
17.6 THIS WARRANTY EXCLUDES, AMONG OTHER THINGS: 1) ELECTRICAL WORK OF ANY KIND EXTERNAL
TO MAINTENANCE PERFORMED UNDER THIS AGREEMENT; 2) ANY WORK OR PRODUCT RELATING TO
MAINTAINING A PROPER ENVIRONMENT AT SITE; 3) SUPPLIES AND MATERIALS FOR PAINTING OF, OR
REFINISHING OF, PRODllCT SERVICED UNDER THiS AGREEMENT, 4) WARRANTY AND MAINTENANCE ON
UNINTERRUPTIBLE POWER SUPPLY (UPS) ARE TNROUGH THE MANUFACTURER AND DOES NOT
INCLUDE BATTERY REPLACEMENT.
17.7 THIS WARRANTY ALSO EXCLUDES ANY DIFFICULTfES WITH PRODUCT ARISfNG FROM
TELECOMMUNICATIONS SUPPLIED TO CUSTOMER BY TELECOMMUNICATIONS COMMON CARRIER,
CONTR,4CT CARRIER, OR PRIVATE CARRIERS INCLUDING BUT NOT LIMITED TO INTERRUPTIONS IN
LOCAL EXCHANGE TELEPHONE SERVICES.
17.8 QWEST DOES NOT WARRANT THAT MAINTENANCE SERVICE WILL PERMIT PRODUCT OT OPERATE FREE
FROM ERROR OR INTERRUPTION. THIS WARRANTY DOES NOT COVER SITUAT�ONS ARISING FROM
EVENTS, FAILURES, OR ACTNS CONCERNING SALES, DELIVERY, INSTALLATION OR OPERATION OF
PRODUCT.
18. Dispute Resolution. Jurisdiction for any dispute arising out of, or relating to, this l�qreement shall be in Ramsey
County, Minnesota-
79. Notices. Except as othenvise provided herein, all required notices shall be in writing, transmitted to Qwest at 1801
California Street, Suite 3800, Denver, Colorado 80202; Facsimile #: (303) 295-6973; Attention: Legal Department,
and to Customer at QwesYs then current address of record for Customer; Attention: General Counse{ or other
person designated for notices. Notices will be considered given either. (a) when delivered in person to the recipient
designated for notices; (b) when deposited in either registered or certified U.S. Mail, return receipt requested,
postage prepaid; or (c) when deiivered to an overnight courier service. Customer's current address, facsimile
number and person designated for notices are:
100 E 11`" Street, St Paul, MN 55101, FAX: 651- 292-3547,Tim Butler, Director..
20. Publicity. Neither party shall, without the prior written consent of the other, use the name, trademarks, or other
proprietary identifying symbol of the other parly or its affiliates. Such consent by Qwest may be given in writing by
the Executive Vice President of Corporate Communications or his or her designee.
21. Confidentiality. Qwest agrees to abide strictly by Chapter 13 Chapter 13, Minnesota Government Data Practices
Act, and in particular Minn. Stat. §§ 13.05, subd. 6& 11 and 13.37, subd. 1(b) and Minn. Stat. §§ 138.17 & 15.17.
All of the data created, collected, received, stored, used, maintained, or disseminated by the private person in
performing functions under the Agreement is subject to the requirements of Minnesota Government Data Practices
Act and Qwest must comply with those requirements as if it were a government entity. The remedies in Minn. Stat, §
13.08 apply to Qwest. If any provision in this Agreement is in conflict with the Minnesota Government Data
Practices Act or other Minnesoia state laws, including definitions of confidential information, state law shall control,
22. Qwest Insurance Requirements. Qwest shall be required to carry insurance of the kind and in the amounts shown
below for the life of the agreement. Insurance certificates should state that the City of Saint Paul, its officials,
employees, agents and representatives are named as Additional Insureds.
1. Public Liabilitv Insurance
a) Bodily Injury $ 1,000,000 each occurrence
$ 2,000,000 aggregate
b) Property Damage $ 1,000,000 each accident
$ 2,000,000 aggregate
c) Policy must include Products-Completed Operations coverage.
d) Aggregate may be met through an excess policy.
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2. Automobile Insurance
a) Bodily Injury $ 750,OD0 per person
$1,000,009 per accident
b) Property damage not less than $1�O,Q00 per accident
c) A combined single limft policy of $1,000,000 per accident is acceptable.
3. Workers Compensation and Emplover's Liabilitv
a) Worker's Compensation per Minnesota Statute
b) Employer's Liability shall have minimum limits of $500,000 per accident; $500,OOD per employee; $500,000
per disease policy limit.
4. General Insurance Requirements
a) The policy is to be written on an occurrence basis or as acceptable to the City. Cert+ficate of insurance must
indicate if the policy is issued on a claims-made or occurrence basis. All certificates of insurance shall
provide that the City be given not less than thiriy (30) days prior written notice of cancellation or non-renewal
Agent must state on the certificate if policy includes errors and omissions coverage.
b) Qwest shal{ not commence work until a Certificate of {nsurance covering all of the insurance required for this
project is approved and the project manager has issued a notice to proceed. Insurance must remain in place
for the duration of the original contract and any extensions periods.
23. General Provisions.
23.1 This Agreement shall be governed by the laws of the state where Service is provided, without regard to its choice
of law principles; provided however, that Service may also be subject to the Communications Act of 1934, as amended.
232 Neither party's failure to insist upon strict pertormance of any provision of this Agreement shall be construed as a
waiver of any of its rights hereunder.
23.3 If any term of this Agreement is held to be unenforceable, the unenforceable term shall be construed as nearly as
possible to reflect the original intent of the parties and the remaining terms shall remain in effect.
23.4 Ail tesms of this Agreement which should by their nature survive the termination of this Agreement shall so survive.
23.5 This Agreement is intended solely for Qwest and its affiliates and Customer and it shall not benefit or be
enforceable by any other person or entity.
23.6 This Agreement, its Attachments and references, represent the entire agreement between Customer and Qwest
with respect to the subject matter hereof, and supersede all prior agreements or understandings, whether oral or written,
relating to the subject matter hereof. Except for Service modifications initiated by Qwest, all amendments to this
Agreement shall be in writing and signed by the parties' authorized representatives. Qwest may act in reliance upon any
instruction, instrument, or signature reasonabfy believed by Qwest to be genuine. Customer agrees that any employee of
Customer who gives any written notice or other instruction in connection with this ,�qreement has the authority to do so.
IN WITNESS WHEREOF, Qwest and Customer execute and authorize this,�qreement as of the last date shown below:
St. Paui Police 8� Fire
Authorized
Name Typed or Printed
DGMfOMR #
Authorized
Name Typed or
Services, fnc.
Copyright02004Qwest. All
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CONFIDENTIAL INFORMATION
MAINTENANCE PROVISIONS
General, After expiration of the warranty period all Product(s) listed in Attachment 1 shall be maintained in accordance
with the manufacturer's original performance specifications.
1. Service and Scope.
1.1 Qwest wilf provide remedial maintenance on Product(s) listed in Attachment 1, iwenty-four (24) hours a day, seven
(� days a week on a call out basis.
1.2 Qwest will use its "best effort" to respond to service-affecting call outs within two (2) hours from receipt of call.
1.3 Remedial maintenance means maintenance Qwest deems reasonably appropriate and necessary to return
Product(s) listed i� Attachment 1 to proper operating condition as specified in the manufacturer's pertormance
specifications.
1.4 Prior to call-out, Customer shall follow routine test procedures, as specified by Qwest, to localize the cause of a
probfem.
1.5 After localization of trouble to the Product(s), Gustomer shall immediately notify Qwest, by phone, of any Product(s)
malfunction.
2. Repair and Replacement of Parts.
2.1 Qwest shall have the option to repair or replace Product(s) specified in Attachment 1, or parts thereof.
22 When Qwest replaces parts or Product(s), the replacement parts become the properry of Customer and the replaced
parts become the property of Qwest.
2.3 Qwest may, at its option, use reconditioned parts or components of Product(s) as replacements. In the event a
better, more reliable replacement part becomes available, Qwest shall notify Customer and Customer shall have the option
to choose the exact replacement part or the new, more reliable replacement part.
3. Exclusions from Covered Maintenance.
3.1 Service calls as a result of Product(s) not listed in Attachment 1, misuse of the Product(s), abusive environment,
Customer modification, Customer interfaces with peripheral Product(s), moves, vandalism, operator error, use of improper
supplies, Force Majeure events as described in Paragraph 7, or other causes beyond normal usage of the Product(s) are
not covered by this Agreement.
3.2 Service calls to locations which are remote from the primary locations Iisted herein are not covered by this
f,qreement.
3.3 Headsets, Uninterruptible Pawer Supplies (UPS), Personal Computers (PC), and printers are not covered by this
Agreement.
3.4 For Product(s) NOT excluded from maintenance coverage for reasons listed above in subparagraphs 3.1. - 3.3.,
Qwest shali provide repair at QwesYs then current hourly charge rate for service technician and all parts required to repair
the Product(s) shail be paid by Customer atthe then current parts list price.
4. Maintenance Price Adjustment. Qwest may initiate an increase on each anniversary of the effective date of the
Agreement, not to exceed ten (10%) percent annually, provided Qwest notifies Customer, in writing, thirty (30) days in
advance of any such increase.
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