HomeMy WebLinkAbout20130903.tiffRESOLUTION
RE: APPROVE PARTICIPATING ADDENDUM FOR MASTER CONTRACT FOR VOICE
AND DATA SERVICES AND AUTHORIZE CHAIR TO SIGN - QWEST
COMMUNICATIONS CORPORATION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Participating Addendum for Master
Contract for Voice and Data Services between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Phone Services, and Qwest Communications Corporation, with terms and conditions being as
stated in said participating addendum, and
WHEREAS, after review, the Board deems it advisable to approve said participating
addendum, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Participating Addendum for Master Contract for Voice and Data
Services between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Phone Services, and Qwest
Communications Corporation be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said participating addendum.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 10th day of April, A.D., 2013.
BOARD OF COUNTY COMMISSIONERS
WELD CSadm-re9LORADO
ATTEST:
Weld County Clerk to the Board
BY:
eput, Cl-rk to the Board
/APPROVED
ASTOFORM:
it.n
Couttorney
Date of signature: APR 1 8, 2013
William F4-Garcia,Chair
(1 ray &.r VO+W� I
:)(jugl Rademach r, Pro-Tem
C -
can P. Conway
Mike Freeman
CUSED
Barbara Kirkmeyer
er Nita.
t&
2013-0903
CM0020
PARTICIPATING ADDENDUM
FOR
QWEST MASTER CONTRACT FOR VOICE AND DATA SERVICES
BETWEEN
WELD COUNTY
AND
QWEST COMMUNICATIONS CORPORATION
The undersigned hereby represents, acknowledges, and agrees as follows:
1. The undersigned is a State of Colorado department, agency or participating political subdivision. Such
participating department, agency or political sub -division requests Qwest telecommunication services ("Service(s)")
pursuant to the terms and conditions of the Qwest Communications Corporation — State of Colorado Master Contract for
Voice and Data Services approved and signed by the State of Colorado on or about February 3, 2005, by and between
Qwest Communications Corporation ("Qwest") and the State of Colorado ("State"), as amended, including its Exhibits and
Attachments (hereafter the °Underlying Agreement").
2. The undersigned participating department, agency or political sub -division (also referred to as "Customer") is
executing this Participating Addendum for the purpose of purchasing Service from Qwest pursuant to the Underlying
Agreement. Customer will be subject to all terms and conditions of this Participating Addendum and the Underlying
Agreement. Customer will be responsible for any and all use of Services under this Participating Addendum and the
Underlying Agreement, including but not limited to responsibility for payment obligations. Customer will be Qwest's
customer of record for the Services provided to Customer under this Participating Addendum and the Underlying
Agreement.
3. DESCRIPTION OF SERVICES. Qwest will provide to Customer the Services as set forth in the Underlying
Agreement. To the extent Services are tars fed, and where such terms and conditions of the Qwest applicable tariffs do
not conflict with the Underlying Agreement, the provisions of the tariff will apply and, in such cases, references in this
Agreement to Service Schedule(s) will instead be deemed to refer to the applicable tariff.
4. TERM. This Participating Addendum is effective on the latest signature date and will expire co-terminously with
the Underlying Agreement as provided in Section 3 of the Underlying Agreement.
5. PRIMARY CONTACT. The primary Customer contact individual for this Participating Addendum is as follows:
Susan Quick, squick@co.weld.co.us or (970) 304-6560
6. This Participating Addendum and the Underlying Agreement set forth the entire agreement between the parties
and supercede all previous communications, representations or agreements, whether oral or written, with respect to the
subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this
Participating Addendum and the Underlying Agreement will not be added to or incorporated into this Participating
Addendum or the Underlying Agreement, by any subsequent purchase order or otherwise, and any such attempts to add
or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum
and the Underlying Agreement will prevail and govern in the case of any such inconsistent or additional terms.
CCD — PA v1 10-26-2004 Page 1
2013-0903
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both
parties below.
Authorized Signature
William F. Garcia
Name Typed or Printed
Chair
Title
APR 1 0 2013
Date
Address for Notices:
1401 N. 17th Ave
Greeley, CO 80631
CCD — PA v1 10-26-2004
()west Communicajions corporation
Authorized �S�ig'� tur
NAYY CPA MKS
Name Typed rinte&
Title
Date
-8-t3
Address for Notices:
Owest Corporation
1801 California Street, 9t" Floor
Denver, Colorado 80202
Attn: Legal Department
Page 2
070/3 -67943
ATTACHMENT 1
TO
PARTICIPATING ADDENDUM
FOR
QWEST MASTER CONTRACT FOR VOICE AND DATA SERVICES
Weld Coun
Customer
Customer Address
Circuit ID
Service
Quantity
MRC
(each)
NRC
(each)
4209 Weld County Rd
24112, Longmont, CO
720-652-4200-
668 & K -303-
G51-1478-677
PRI Voice T-1
1
$425.00
$0.00
2110 O Street, Greeley,
CO
970-304-6400-
372, K -970-
D51-0510-297,
K -970-D51-
0179-342, K-
970 -D51 -0180-
373
PRI Voice T-1
3
$425.00
$0.00
315 N. 11th Ave,
Greeley, CO
970-346-6940-
711, 970-D51-
6902-193, 970-
D51-8124-746
PRI Voice T-1
2
$425.00
$0.00
910 10th St., Greeley,
CO
K -970-D92-
0003-032, K-
970 -D92-0004-
042 & 970-356-
4000-053
PRI Voice T-1
2
$425.00
$0.00
2950 9° Street. Fort
Lupton, CO
303-637-2420-
676, 303-J57-
0068-675
PRI Voice T-1
1
$425.00
$.00
9
$3,825.00
$0.00
CCD - PA v1 10-26-2004
Page 3
Contract 05 AMA 00030
Amendment 8
AMENDMENT 8 TO THE
MASTER CONTRACT FOR VOICE AND DATA SERVICES BETWEEN
THE STATE OF COLORADO AND QWEST COMMUNICATIONS CORPORATION
This Amendment 8 is entered into between the State of Colorado, acting by and through the Governor's Office
of Information Technology ("Customer") and Qwest Communications Company, LLC (f/k/a Qwest
Communications Corporation). This Amendment is made to Contract 05 AMA 00030 between the State of
Colorado and Qwest Communications Corporation, executed on February 5, 2005, as previously amended (the
"Contract").
WHEREAS, Qwest Communications Company, LLC will provide QC In -region Services, as set forth in the
Service Exhibit for each Qwest In -region Service attached hereto, and
WHEREAS, the parties wish to further amend Contract 05 AMA 00030 to allow for the provision and purchase
of QC Integrated Switched Digital Network Service, pursuant to the Contract, and
WHEREAS, the parties agreed to transition the Service Exhibit for QC Integrated Switched Digital Network
Service from the Master Services Agreement, executed by the State Controller on or about February 8, 2001
and by Qwest on or about February 6, 2001, Agreement Number CDS-001206-114 ("State of Colorado QC
MSA") so that such services will hereinafter be provided solely pursuant to this Contract and no longer pursuant
to the State of Colorado QC MSA.
FACTUAL RECITALS
Authority exists in the Law and Funds have been budgeted, appropriated, and otherwise made available and a
sufficient unencumbered balance thereof remains available for payment; and.
Required approval, clearance, and coordination has been accomplished from and with appropriate agencies; and
The parties entered into Contract 05 AMA 00030 dated February 5, 2005, for telecommunication services,
which has been amended as set forth below.
The parties now intend to further amend the original contract to include QC Integrated Switched Digital
Network Service and to make such other changes as are necessary to reflect the agreement of the parties.
NOW, THEREFORE, the parties agree as follows.
1. The parties agree to amend the Contract by the addition of Qwest Integrated Switched Digital Network
Service pursuant to the attached Service Exhibit.
2. References to Qwest are applicable to Qwest Corporation ("QC") and Qwest Communications
Company, LLC ("QCC"). Provisions that are not applicable to a specific Qwest entity are so indicatPA For
Qwest Corporation Service Exhibits attached to this Amendment, QCC is signing on behalf of QC for those
Services. QC may be required to submit the Contract, this Amendment, Service Exhibits, Pricing Attachments,
and any subsequent addenda for QC Service to certain regulatory agencies for approval because the Rates or
certain other terms are being offered on an individual case basis ("ICB"). Although the general terms and
conditions of this Agreement are effective on the effective date of the applicable document, those service -
specific rates and/or terms, and conditions that require filing with or approval by regulatory agencies ("ICB
Q335502 Page 1 of 4
Contract 05 AMA 00030
Amendment 8
Terms") will not become effective for a given jurisdiction until the filing and approval requirements for that
jurisdiction are fulfilled. Service will be offered in accordance with the applicable Tariff or RSS until the ICB
terms become effective. If Customer receives reduced pricing under a Pricing Attachment and a regulatory
agency later invalidates the ICB Terms after they became effective, Customer will pay QC any difference in the
amounts listed in the applicable Tariff or RSS for the Service and the amounts Customer was charged for the
Service. When approved by the regulatory agencies, Customer may add additional quantities of Services under
the same terms and conditions with no further filing required. In the event a regulatory agency does not
approve the ICB Terms, the parties will enter into good faith negotiations to mutually resolve the failure to
receive the necessary approval. The subject Service Exhibit, Pricing Attachment and subsequent addenda
containing the ICB Terms will remain in effect in all other jurisdictions. Each Service Exhibit or subsequent
addenda will explain which rates or terms are ICB.
3. Consideration for this Amendment 8 consists of the payments which shall be made pursuant to each
Qwest Integrated Switched Digital Network Service Exhibit and the promises and agreements herein set forth
herein and therein.
4. It is expressly agreed by the parties that this Amendment is supplemental to that certain Master Contract
for Voice and Data Services — Qwest Loyal Advantage Agreement, dated February 3, 2005 (Routing Number
05 AMA 00030), as amended by Contract Amendment #1 (06 AMA 00016), dated October 25, 2005, Contract
Amendment #2 (07 AMA 00024), dated January 31, 2007, Contract Amendment #3 (08 AMA 00047), dated
August 8, 2008, Contract Amendment #4 (10 EGB 00012, CMS #2822), dated September 9, 2009, Contract
Amendment #5 (CMS #1638), dated July 10, 2009, Contract Amendment #6 (CMS #2824), dated September
16, 2009, and Contract Amendment #7 (CMS #4580), dated September 10, 2009 (collectively referred to as the
`original contract"), attached hereto as Sc edule I and incorporated herein by this reference, and that all terms,
conditions, and provisions thereof, unless specifically modified herein, are to apply to this Amendment as
though they were expressly rewritten, incorporated, and included herein.
5. It is agreed the original contract is and shall be modified, altered, and changed in the following respects
only:
a. The following QC In -region Service Exhibit attached to and incorporated in this Amendment as
Schedule II, is hereby added as an Exhibit to and shall be subject to the terms of the Contract.
1. QC Integrated Switched Digital Network ("ISDN") Service Exhibit added as Exhibit #9.
b. The following provisions are hereby added to the Contract and shall apply to the QC Integrated
Switched Digital Network Service Exhibit attached to the Contract.
TARIFF AND TECHNICAL PUBLICATION. The Tariff and Technical Publication
applicable to the QC Service is incorporated into this Contract by reference and made a part of
this Contract. QC reserves the right to amend, change, withdraw, or file additional Tariffs and
Technical Publications in its sole discretion, with such updated Tariffs and Technical
Publications effective upon posting or upon fulfillment of any necessary regulatory requirements.
If any such modification or change: (i) materially and adversely affects the State; and, (ii) is not
required by government or judicial action (including, without limitation, Regulatory Activity),
then the State may terminate the impacted Service upon thirty (30) days prior written notice
without liability for Cancellation Charges; provided, however that the State provides QC written
notification of its intent to terminate such Service pursuant to this Section within ninety (90)
Q335502 Page 2 of 4
Contract 05 AMA 00030
Amendment 8
days following notification of such modification (if notice is provided) or when the State
becomes aware of the modification, and following such notice, QC does not agree to mitigate
such modification within thirty (30) days of such notice. For the purpose of this provision and
QC Services, the following definitions shall apply.
"FCC No. 1" means Federal Communications Commission Tariff No. I that applies to the
provision of access services within the local access and transport or equivalent market areas for
connection to interstate communications facilities for customers within the operating territory of
Qwest Corporation.
"RSS" means Rates and Services Schedule applicable to the provision of QC service by Qwest
Corporation.
"Tariff' means FCC No. 1 and the RSS.
PAYMENT. QC shall submit statements on forms and in a manner prescribed by the State.
Customer shall pay QC all charges by the date specified on the invoice. Any amount not paid
when due will be subject to late interest pursuant to §24-109-30I CRS or any successor statute.
c. In accordance with Section 6.6 of Rule 3-1 of the State of Colorado Fiscal Rules, the current version
of the Special Provisions attached to this Amendment as Exhibit A is substituted for Section 27 of
the Master Contract (05 AMA 00030), and the Master Contract, and all amendments to it, including
this Amendment and the attached Exhibit 9, is subject to the Special Provisions stated in Exhibit A.
6. It is agreed that contracts for QC Integrated Switched Digital Network Service with individual State
agencies and institutions within the State of Colorado that were executed under the State of Colorado QC MSA
prior to the effective date of this Amendment will remain in effect under the terms of this Master Contract for
Voice and Data Services. Customer may offer the Services at the specified rates under the Contract to qualified
Colorado state or local government agencies or K-12 school.
7. The effective date of this Amendment is upon approval of the State Controller.
8. If the Master Contract, as amended, should expire at a time when there is not in effect an amendment to
the Master Contract or a successor contract to assure the State continued access to the Services provided under
the Master Contract, then, in such event, the State may at its option unilaterally extend the terms of the Master
Contract, as amended, for a period not to exceed six months upon written notice to QC. If so extended, the
Master Contract, as amended, shall continue in effect during the six-month extension period, including but not
limited to prices, rates, and service delivery requirements and standards. However, the extension shall terminate
immediately when a replacement contract (either with the incumbent or newly awarded Service Provider)
becomes effective when signed by the State Controller or an authorized delegate.
9. All other terms and conditions of the Contract shall remain unchanged.
10. FINANCIAL OBLIGATIONS OF THE STATE PAYABLE AFTER THE CURRENT FISCAL YEAR
ARE CONTINGENT UPON FUNDS FOR THAT PURPOSE BEING APPROPRIATED, BUDGETED, AND
OTHERWISE MADE AVAILABLE.
Q335502 Page 3 of 4
Contract 05 AMA 00030
Amendment 8
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and
acknowledge that the State is relying on their representations to that effect.
CONTRACTOR:
QWEST COMMUNICATIONS COMPANY, LLC
By: Richard Fernandez
iiv.4,
STATE
BILL
,
Michael
OF COLORADO
Arm . JR. GOVERNOR
' 0;.r: ,ii liail'irsiiri.`' ii0;ris r'.+'
W. Locatis, CIO
Title: ire r ffer
BV odd Olson,
Date:
Chief Financial Officer
I /,
,' t)
Date: 3
3 0
'Signature
26 1 0
CONTRACTOR:
QWEST CORPORATION
By: Richard Fernandez
LEGAL REVIEW
John W. Suthers, Attorney General
By:
Signature - Assistant Attorney General
Date:
Title: Director. Oivl grarngggm'� e
_
�Y/J® %//
Date: 3 3 0
Signature
L010
ALL CONTRACTS REOUIRE APPROVAL by the STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and
dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If
Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such
performance or for any Products, goods and/or Services provided hereunder.
Page 4 of 4
Q335502
Contract 05 AMA 00030
Amendment 8
EXHIBIT A
SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics.
1. CONTROLLER'S APPROVAL. CRS §24-30-202(1). This contract shall not be valid until it has been approved by
the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.
3. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado
Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et
seq., as applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and
not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or
employee of the State. Contractor and its employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor
or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and
agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable
employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor shall not have
authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set
forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemployment compensation
insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely
responsible for its acts and those of its employees and agents.
5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by
reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable
or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and
void by the operation of this provision shall not invalidate the remainder of this contract, to the extent capable of
execution.
7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any
extra judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be
null and void.
S. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds
payable under this contract shall not be used for the acquisition, operation, or maintenance of computer software in
violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that,
during the term of this contract and any extensions, Contractor has and shall maintain in place appropriate systems and
controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this
provision, the State may exercise any remedy available at law or in equity or under this contract, including, without
limitation, immediate termination of this contract and any remedy consistent with federal copyright laws or applicable
licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§2418-201 and 24-50-507. The
signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the
Q335502 Page 1 of 2
Contract 05 AMA 00030
Amendment 8
service or property described in this contract. Contractor has no interest and shall not acquire any interest, direct or
indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall
not employ any person having such known interests.
10. VENDOR OFFSET. CRS §§2430-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements]
Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept
system for debts owed to State agencies for. (a) unpaid child support debts or child support arrearages; (b) unpaid
balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the
Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment
Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial
action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5.101. [Not Applicable to agreements relating to the offer,
issuance, or sale of securities, investment advisory services or fund management services, sponsored projects,
Intergovernmental agreements, or information technology services or products and services] Contractor certifies,
warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this
contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United
States to perform work under this contract, through participation in the E -Verify Program or the Department program
established pursuant to CRS §8-17.5-102(5Xe), Contractor shall not knowingly employ or contract with an illegal alien to
perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor
(a) shall not use E -Verify Program or Department program procedures to undertake pre -employment screening of job
applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency
within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien
for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting
with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the
course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and
Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State
agency, Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor
has examined the legal work status of such employee, and shall comply with all of the other requirements of the
Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the
contracting State agency, institution of higher education or political subdivision may terminate this contract for breach
and, if so terminated, Contractor shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person
eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or
otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-
76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date
of this contract.
Revised 1-1-09
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.
Q335502 Page 2 of 2
Contract 05 AMA 00030
Amendment 8
EXHIBIT #9 TO
THE MASTER CONTRACT FOR VOICE AND DATA SERVICES
FOR
QC ISDN PRIMARY RATE SERVICE
AND DSS WITH TRUNKS AND/OR UAS
This Exhibit #9 to the Master Contract for Voice and Data Services ("Agreement") (Contract 05 AMA 00030, as
amended, also referred to as the "original contract") between the State of Colorado, acting by and through the Governor's
Office of Information Technology (the "State") and Qwest Communications Company, LLC ("QCC") and its affiliate
Qwest Corporation ("QC") (collectively "Qwest) is hereby attached and made a part of the Agreement. This Exhibit #9 is
subject to the terms and conditions of the Agreement, except as stated herein. In the event of a conflict between the terms
and conditions of this Exhibit #9 and the terms and conditions of the Agreement, this Exhibit #9 shall govern for the
purposes of this Exhibit #9 only. Notwithstanding, in the event of a conflict between the terms of this Exhibit and the
Special Provisions governing the original contract, as amended, the Special Provisions shall control. This Exhibit #9 is for
the provision of QC Integrated Switched Digital Network Service ("ISDN") and Digital Switched Service with Rate
Stabilized Trunks ("DSS") and/or Universal Access Service ("UAS") (collectively referred to as "Service(s)") as defined
herein.
1. SCOPE.
1.1. QC shall provide and the State shall pay for ISDN Service. ISDN Service is a digital intraLATA, intrastate, switched
local exchange telecommunications service utilizing ISDN PRI Primary Rate Interface (ISDN-PRI) technology that
transports and distributes voice, data, image, and/or facsimile communications separately or simultaneously over the
public switched local exchange network, as defined herein. Service components are Tl transport ("T1"), ISDN PM
configuration, and trunks. Other than pricing and termination liability, QC shall provide Service in accordance with the
applicable State Tariff, Price List, and/or Catalog ("Tariff') which governs Service in the state Service is provided,
incorporated herein by this reference. QC is offering Service to the State with volume and term pricing provisions
("Service Volume/Term Discount Pricing Plan"). Pursuant to state requirements, QC will submit this Exhibit #9 to the
Colorado state commission. In the event the commission does not approve this unique offering, Service shall be offered in
accordance with the applicable Tariff provisions. Any conflict between the Tariff and this Exhibit #9 shall be resolved in
favor of the Tariff. Tariff shall be defined as the applicable State Tariff, Price List, Price Schedule, Administrative
Guideline and/or Catalog ('Tariff) which governs Service in the state in which Service is provided.
1.2. ISDN Service operates at 1.544 megabits per second (Mbps). It is comprised of 23 B- channels and 1 D -channel.
Each B -channel transmits voice or data at 64 kilobits per second (Kbps). The D -channel carries signaling information at
64 Kbps.
1.3. Subject to availability, additional ISDN Service may be equipped at the sante location to provide 24 B -channels only
(24B) or to provide 23 B -channels plus 1 back-up channel (23B+BUD).
1.4. Customer has also elected to rate stabilize the DID trunks or DS1 trunks.
1.5 The State agrees that Service shall not be used to provide long distance services, including voice traffic using Internet
technologies, and will thus avoid switched service access charges.
1.6 In addition to ISDN, the State may also purchase DSS Service. DSS is the use of digital DS1 exchange
telecommunications service facility and common equipment, linking customer premises to QC's local exchange switching
office. DSS Service includes: 1) use of digital DS1 facility (transmission capacity at a maximum speed of 1.544 megabits
per second); 2) use of common equipment to interconnect with QC's local exchange switch; and 3) use of Basic and/or
Advanced flat usage trunks and DID think termination for access to the local exchange and toll networks.
Q335502 Page 1 of 5
Contract 05 AMA 00030
Amendment 8
1.7 hi addition to ISDN, the State may also purchase UAS Service. UAS is a digital service offering with single number
route indexing which includes a DS1 facility with common equipment and a network connection which provides for local
exchange, toll network access. Each DSL facility utilizes the channels configured as In -Only or Two -Way trunk side
termination.
2. TERM.
2.1. This Exhibit becomes effective subject to availability of funds, upon approval by the State Controller or designee
("Effective Date"), and shall continue until June 30, 2015 (the "Tenn"). The Minimum Service Period is twelve months.
2.2. Should QC continue to provide Service after this term without further agreement the charges will convert to the
applicable month -to -month rate under the applicable Tariff, or in its absence, this Exhibit #9.
3. SERVICE ORDERS.
3.1 QC will provide and maintain the Service for the Term and for the rates specified Attachment 1 attached to this
Service Exhibit, which by this reference are incorporated and made part of this Exhibit. Orders for Service to additional
locations, Customer will submit a Service Order to Qwest. At a minimum Service Orders shall include the name of the
State entity purchasing Service, the locations where Service shall be provided, the quantities of Service purchased, the
type of Service for each location (i.e. ISDN with trunks and DID, ISDN with one-way trunks only, ISDN with two- way
trunks, DSS with trunks, UAS), the Service Order term length, the monthly recurring charges and nonrecurring charges
for each location, and the total monthly recurring and nonrecurring charges for Service under that Service Order. All
Service Orders issued hereunder shall be coterminous with this Exhibit.
3.2 QC shall notify the State of the date Service ordered is available to the State under this Exhibit #9. In the event the
State is unable or unwilling to accept Service at such time, the subject Service will be held available for the State for a
period not to exceed thirty (30) business days from such date ("Grace Period"), If after this Grace Period, the State still
has not accepted Service, QC may, at its sole discretion after consultation with the State, either: (i) commence with
regular monthly billing for the subject Service; or (ii) terminate the subject Service and invoice the State for any
applicable cancellation charges pursuant to Section 6.1, which shall include the full non -recurring installation charges that
would have otherwise applied.
4. CHARGES AND BILLING.
4.1 Charges for Service shall be those specified in Attachment 1. In addition to the monthly recurring charges and
nonrecurring charges specified in such Service Order(s), the State shall pay QC usual and customary surcharges and all
government imposed fees and charges that relate to the Service or installation rendered hereunder for which the State does
not have a valid exemption. Under this Exhibit, the State must 1) maintain a minimum of eleven (11) circuits with QC to
receive the volume discounts set forth on Attachment 2, or 2) have the Service ride a contracted T3 or higher, in order to
receive discounts. If the State already has contracted T3 or higher Circuit(s), the charges contained herein are based upon
the State's intent to install individual Service T-1 circuits on the State's said circuit. In the event the State's Service is not
installed on a contracted T3 or higher circuit, a pricing adjustment will be made to all T-1 circuits in service. The
adjustment will revert circuits to existing Tariff rates, retroactive to the original installation date, as evidenced by QC
records, if the State does not currently have contracted T3 or higher circuit(s), the charges contained herein are based upon
the State's intent to transition individual Service T-1 circuits to contracted T3 or higher circuits when available. The State
will have 10 business days from the date contracted T3 or higher Service is installed to migrate the Service contained
herein to the contracted T3 or higher circuit. In the event the State's Service is not migrated, a pricing adjustment will be
made to all T-1 circuits in service. The adjustment will revert circuits to existing Tariff rates, retroactive to the original
installation date, as evidenced by QC records.
4.2. If, within ninety (90) days of the Service Order application date, QC is unable to provide QC will recognize both the
State's active circuits and its ordered circuits, in calculating the discount level. Delayed ordered circuits shall be defined
Q335502 Page 2 of 5
Contract 05 AMA 00030
Amendment 8
as those circuits that QC was unable within the ninety (90) day cycle. QC will bill the State at a new volume rate, effective
on the 91" day, if the sum of the active and ordered circuits reflects a new volume discount level. If after ninety (90) days,
the State cancels any ordered circuits which are included in determining the State's volume discount level, QC will adjust
the billing retroactively to reflect the correct volume discount level, should cancellation affect the calculation on the date
calculated.
4.3. The charges for Services under this Exhibit, including any and all discounts to which the State may be entitled, will
be offered and charged to the State Independently from and regardless of purchase of any customer premises equipment or
enhanced services from QC.
4.4. If Service is not available in the State's switch, an interoffice mileage charge for transporting switches shall apply and
it will be included in the charges stabilized and specified in the Service Order(s).
5. SERVICE CHANGES.
5.1. MOVES. The State may move the physical location of all or part of Service to another location within the same QC
intrastate intraLATA serving area as the Service being moved, provided the following conditions for the move are met: 1)
Service moved to the new location is provided to the State by QC; 2) the State advises QC that Service at the new location
replaces existing Service; 3) the State's requests for the disconnection of the existing Service and the installation at the
new location are received by QC on the same date; 4) the State requests QC to install the service at the new location on or
prior to the disconnection date of the existing Service; and 5) the State agrees to execute written amendments or change
orders to the relevant Service Order(s) under this Exhibit, pay all then current recurring and nonrecurring charges related
to the service at the new location, pursuant to this Exhibit, and if the move is within the same QC switch, pay $500.00 per
span, or if the move is to a different QC switch, pay $1,000.00 per span.
5.2. ADDITIONS TO SERVICE. The State may request additions to Service and QC will supply such additions to the
State, subject to the following conditions: 1) QC commercially offers such additions and necessary facilities are
technically and practicably available; 2) the charges for additional Service will be charged according to the following
criteria: a) Service may only be added through month 48 of this Exhibit, and the State will be charged at the rates
specified herein through month 48 of this Exhibit, and nonrecurring charges for such additions to Service will be waived.
b) Service added after the 48th month may be added as follows: 1) the State and QC may renegotiate and execute a new
term agreement that would include existing Service plus additional Service, 2) Service may be ordered under a new and
separate agreement, or 3) Service may be ordered under the month -to -month tariff rates then in effect. Threshold
quantities as defined in Section 6 below will be revised to reflect Service additions.
6. TERMINATION.
6.1 Either Party may terminate this Exhibit for cause provided written notice is given the other Party specifying the cause
for termination and requesting correction within thirty (30) days and such cause is not corrected within that thirty (30) day
period. Cause is any material breach of the terms of this Exhibit. Except as provided for in Section 2.2 of the Agreement
(Fiscal Funding), if QC terminates this Exhibit or Service Order(s) hereunder for cause, or if the State terminates this
Exhibit WITHOUT cause, the State shall pay early termination charges, as follows: If termination is prior to installation
of Service and after execution of the relevant Service Order, early termination charges shall be those reasonable expenses
incurred by QC through the date of termination. Such charges may include, but are not limited to all engineering,
planning, preparation, materials, supplies, placement, facilities, acquisition, transportation, installation, construction, and
labor costs and charges incurred by QC, or as specified in state Tariff. A Threshold quantity will be set for each separately
billed State entity (a "Customer of Record") based upon the initial Service ordered by the Customer of Record If, during
the Minimum Service Period, a Customer of Record disconnects Service below the Threshold, the Customer of Record
shall pay a termination charge based upon 100% of the monthly recurring rate for the months remaining in the Minimum
Service Period. After the Minimum Service Period, the Customer of Record shall pay termination charges for Service that
is below the Threshold, calculated as follows: 1) in months thirteen (13) through twenty four (24), quantity of Service
terminated multiplied by the number of months remaining in this Exhibit multiplied by eighty percent (80%) of the
Q335502 Page 3 of 5
Contract 05 AMA 00030
Amendment 8
existing monthly rate for Service; 2) in months twenty-five (25) through thirty- six (36), quantity of Service terminated
multiplied by the number of months remaining in this Exhibit multiplied by seventy percent (70%) of the existing monthly
rate for Service; 3) in months thirty-seven (37) through forty-eight (48), quantity of Service terminated multiplied by the
number of months remaining in this Exhibit multiplied by sixty-five percent (65%) of the existing monthly rate for
Service; and, 4) in months forty-nine (49) through sixty (60), quantity of Service terminated multiplied by the number of
months remaining in this Exhibit multiplied by forty-five percent (45%) of the existing monthly rate for Service.
6.2 A termination charge will be waived when all of the following conditions are met: 1) the Customer of Record
discontinues their contracted service(s) and signs a new service agreement(s) for any other QC -provided service(s); 2) the
new service agreement(s) have a total value equal to or greater than 115% of the remaining prorated value of the existing
agreement(s) (excluding any special construction charges, applicable nonrecurring charges, or previously billed but
unpaid recurring and/or nonrecurring charges); 3) the Customer of Record places the orders to discontinue the service and
establish new service at the same time, and 4) a new minimum service period goes into effect when the new service
agreement term begins. New service is defined as newly installed service placed under new service agreement(s), or
newly installed additions to existing service agreement(s), but does not include renewals of expiring service agreement(s),
renegotiations of existing service agreement(s), or conversions from month -to -month service to contracted service. The
waiver does not apply to changes between regulated products and services and unregulated or enhanced products and
services.
7. OUT -OF -SERVICE CREDIT. If QC causes a Service interruption, an out -of -service credit will be calculated under
the state local exchange Tariff. If there is no applicable tariff and the interruption lasts for more than twenty-four (24)
consecutive hours after QC receives notice of it, QC will give the State credit calculated by: (a) dividing the monthly rate
for the affected Service by thirty (30) days; and then (b) multiplying that daily rate by the number of days, or major
fraction, that Service was interrupted.
S. OWNERSHIP AND PROVISIONING OF SERVICE. Title to, and ownership of, all equipment and facilities Qwest
uses in supplying Service is and remains with QC. QC will provision and supply Service described in this Exhibit in any
manner and by means of any equipment, software, and facilities QC chooses. The method of provisioning of Service is a
matter within QC's sole discretion.
9. SERVICE SUSPENSION/MAINTENANCE. QC may from time to time suspend Service for routine maintenance or
rearrangement of facilities or equipment. QC will give the State advance notification of the Service suspension. Such
Service suspension is not considered an Out -of -Service condition provided Service is restored by the end of the period
specified in the notification.
10. LIMITATION OF LIABILITY.
10.1 Application. The limitations set forth in this Section 10 shall apply only to the Services ordered on the Effective
Date of this Exhibit. In the event Customer orders and QC agrees to provide additional Services under this Exhibit
subsequent to the Effective Date, the parties shall enter into a formal written amendment to this Exhibit with respect
thereto, in accordance with State Fiscal Rules, which shall contain a separate liability provision applicable to such
additional Services.
10.2 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY ITS AFFILIATES,
AGENTS, OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE,
PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR REVENUES OR LOST DATA
OR COSTS OF COVER RELATING TO THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE LEGAL
THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED
CLAIM BY CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE,
CUSTOMER'S EXCLUSIVE REMEDIES FOR SUCH CLAIM WILL BE LIMITED TO THE MAXIMUM AMOUNT
PAYABLE UNDER THE ORIGINAL CONTRACT, AS AMENDED. This limitation of liability will not apply to: (i) a
party's indemnification obligations under Section 9 - Personal Injury, Death, and Property Damage in the Contract; (ii)
Q335502 Page 4 of 5
Contract 05 AMA 00030
Amendment 8
Customer's payment obligation for charges under the Service Exhibit, (e.g., Service charges, interest, and termination or
cancellation charges); and (iii) damages and claims arising from intellectual property infringement, to the extent described
in Section 10 in the Contract.
10.3 Statute of Limitation. Any claim or dispute arising out of or relating to this Exhibit #9 must be brought within
the applicable statute of limitation.
10.4 Governmental Immunity. Notwithstanding anything herein to the contrary, no term or condition of this Exhibit
shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or
other provisions of the "Colorado Governmental Immunity Act", Section 24-10-101, et seq., CRS, as now or hereafter
amended. The parties understand and agree that the liability of the State for claims for injuries to persons or property
arising out of negligence of the State of Colorado, its departments, institutions, agencies, boards, officials and employees
is controlled and limited by the provisions of Section 24-10-101, et seq., CRS, as now or hereafter amended and the risk
management statutes, Section 24-30-1501, et seq., CRS, as now or hereafter amended. Any liability of the State created
under any other provision of this Exhibit, whether or not incorporated herein by reference, shall be controlled by, limited
to, and otherwise modified so as to conform to the above cited laws.
Q335502 Page 5 of 5
Contract 05 AMA 00030
Amendment 8
ATTACHMENT 1 TO SERVICE EXHIBIT 09
TO
QC ISDN PRIMARY RATE SERVICE AND DSS WITH TRUNKS AND/OF UAS
Primary Rate ISDN
USOC 60 month POM approved
Type of Service Term ICB (256 spans)
PRS Voice/Data Z4D S425
ISDN
USOC & MRC per
Type of Service line for 60 month NRC
Term
PRS Voice/Data Z4D $425.00 $0.00
DSS Adv. (DS1) 4D1DD $425.00 S0.00
DSS Adv. (DS3) 4DIDH $425.00 $0.00
Q335502 Page 1 of 1
Esther Gesick
From: Susan Quick
Sent: Monday, April 08, 2013 4:00 PM
To: Bruce Barker
Cc: Esther Gesick
Subject: FW: Centun/Link
Attachments: Colorado PRI - Amend 8 - Fully Executed (2).pdf; Weld T1 agreement.pdf
Bruce,
Did you have any more questions on this? I wanted to point out that this is for the Weld Ti's only — not the T1 that
dispatch currently has. I have attached an agreement that has been signed by CenturyLink so please let me know if there
is anything else you need or if it is ok to get this on the BOCC agenda.
Thanks!
Su4an'Quich
Weld County Telecom Manager
1401 N 17 Ave
Greeley, CO 80631
970-304-6560 extension 2600
a7w
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to
which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this
communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or
the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly
prohibited.
From: Susan Quick
Sent: Thursday, April 04, 2013 4:45 PM
To: Bruce Barker
Cc: Esther Gesick
Subject: RE: CenturyLink
The underlying agreement is the State of Colorado PRI T1 agreement — which I have attached.
SusasvQccick
Weld County Telecom Manager
1401 N 17 Ave
Greeley, CO 80631
970-304-6560 extension 2600
ta
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to
which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this
communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or
1
the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly
prohibited.
From: Bruce Barker
Sent: Thursday, April 04, 2013 4:31 PM
To: Susan Quick
Cc: Esther Gesick
Subject: RE: CenturyLink
Do you have a copy of the "Underlying Agreement" from February, 2005?
Bruce T. Barker, Esq.
Weld County Attorney
P.O. Box 758
1150 "O" Street
Greeley, CO 80632
(970) 356-4000, ext. 4390
Fax: (970) 352-0242
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is attorney privileged and confidential, or
otherwise protected from disclosure. If you have received this communication in error, please immediately notify
sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action
concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly
prohibited.
From: Susan Quick
Sent: Thursday, April 04, 2013 4:18 PM
To: Bruce Barker
Cc: Esther Gesick
Subject: CenturyLink
Bruce— attached is a contract for our 9 T1's. CenturyLink originally said we have to do a 3 year contract — but has since
relaxed that requirement so this will save us a bunch of money and is basically a no physical changes or downtime —
simply paperwork. If you approve — then please put this on the BOCC agenda.
Thanks!
StaatfrOath/
Weld County Telecom Manager
1401 N 17 Ave
Greeley, CO 80631
970-304-6560 extension 2600
2
Hello