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Home My WebLink About20090426.tiffQWEST ISDN PRS/DSS WINTER 2008 OFFER December 1, 2008 — February 28, 2009 JTHIS PROMOTIONAL OFFER IS NOT SUBJECT TO NEGOTIATION OR REVISION BY CUSTOMER) This Qwest Corporation ISDN PRS/DSS Winter 2008 Offer ("Agreement") is between Weld County Government ("Customer") ar Qwest Corporation ("Qwest") and is effective on the date Qwest signs it ("Effective Date"). Qwest will provide, and Customer w purchase, Qwest Bulk Rated Integrated Services Digital Network Primary Rate Service ("ISDN PRS"), and/or Digital Switched Servic Advanced ("DSS Advanced"), service provided under this Agreement (individually and collectively referred to as "Service"). Any Qwest tariff, price list, price schedule, administrative guideline, catalog, and other rate and term schedules (hereinafter, wheth' individually or together, "Tariff') applicable to the Service is incorporated into this Agreement by reference and made a part of th Agreement. The Service will be governed by: (a) the Tariff applicable to the Service; and (b) to the extent a comparable Tariff term condition does not apply to the Service, the terms and conditions set forth in this Agreement. Qwest reserves the right to amen change, withdraw, or file additional Tariffs in its sole discretion, with such updated Tariffs effective upon posting or fulfillment of ar necessary regulatory requirements. Service is subject to technical publication 77400 located at http://www.qwest.com/techpub/ ("Tec Pub"). 1. Scope. 1.1 ISDN PRS. If Customer purchases ISDN PRS, Qwest will provide digital intraLATA, intrastate, switched local exchanc telecommunications service utilizing ISDN PRS technology that transports and distributes voice, data, image, and/or facsimi communications separately or simultaneously over the public, switched, local exchange network. An ISDN PRS circuit includes a DE facility, an ISDN PRS service configuration, and trunks. ISDN PRS operates at 1.544 megabits per second (Mbps). ISDN PRS may t configured as 23 B channels and one D channel, 24 B channels only (24B), or 23 B channels and one back-up D channel (23B+BUC Each B channel transmits voice or data at 64 kilobits per second (Kbps). The D channel carries signaling information at 64 Kbps. 1.2 ISDN PRS-UAS. Customer may also select Uniform Access Solution service as an optional feature as that service is define in the Tariff under Primary Rate Service. An ISDN PRS-UAS circuit provides digital service with single -number route indexing, whit includes a DS1 facility with common equipment, and a network connection which provides for local exchange, toll network acces Each DS1 facility utilizes the channels configured as: (a) In -only trunking; or (b) Two-way trunking. 1.3 DSS Advanced. If Customer purchases DSS Advanced, Qwest will provide Customer with a circuit that includes a digital DE facility, common equipment to interconnect with Qwest's local exchange switching office and advanced, flat usage trunks and DID trur termination for access to the local exchange and toll networks. DSS Advanced operates at a maximum speed of 1.544 Mbps. 1.4 If Customer is a provider of "information service," as that term is defined in 47 U.S.C. §153 (20), Customer represents ar warrants that ISDN PRS under this Agreement will not be used to provide information service to its End Users, including but not limite to termination or origination of Voice over Internet Protocol ("VoIP"). "End Users" means any entity to which Customer provide information service. If at any time during the Term of this Agreement this representation and warranty is no longer accurate, Custom( agrees to notify Qwest and execute a new agreement. 2. Eligibility. In order to qualify for pricing under this Agreement (a) Customer must sign and return this Agreement to Qwest r later than February 28, 2009; (b) Service must be installed, and Customer must accept Service, no later than March 6, 2009, unless facility delay is caused by Qwest; and (c) ISDN PRS Service location(s) must served by disclosed ISDN wire centers, including Remol Central Offices ("RCO"), as defined in the Tariff. 3. Term. 3.1 This Agreement will expire 60 months from the date the Service is available to Customer under this Agreement, as evidence by Qwest records ("Term"). The Minimum Service Period for Service is 12 months from the date Service is available for use ("Minimu Service Period"). Any Service installed for 12 consecutive months prior to the Effective Date of this Agreement will be deemed to hay met the Minimum Service Period. 3.2 Should Qwest continue to provide the Service after this Term without a further agreement, the service charges will convert I the applicable month -to -month rate under the terms and conditions of the applicable Tariff. 4. Service Provided. 4.1 Qwest will provide and maintain the Service at the locations and in the quantities specified in Exhibit 1, incorporated herein by th reference, and as requested on any subsequent order for Service or amendment to this Agreement. 4.2 Qwest will notify Customer of the date the Service is available for use. If Customer informs Qwest that it is unable or unwillir to accept the Service at such time, the subject Service will be held available for Customer until the earlier of either 30 business da) from such date, or March 6, 2009 ("Grace Period"). If after the Grace Period, Customer still has not accepted Service, Qwest me either: (a) commence with regular monthly billing for the subject Service; or (b) cancel the subject Service. If Customer cancels e order for Service prior to the date the Service is available for use, or is unable to accept the Service during the Grace Period and Qwe cancels the Service at the end of the Grace Period, the Tariff cancellation charges may apply. 5. Charges and Billing. 5.1 Customer will pay the total monthly recurring charges ("MRC") and nonrecurring charges ("NRC") for the Service specified Exhibit 1. For Service requested on any subsequent orders or amendments to this Agreement, Customer will also pay the total MRC ar Copyright © Qwest. All Rights Reserved. (2 Cyr. (Li '7 .)-//-O2 Page 1 Cam( g v1.1201t CONFIDENTIAL (1 ; /S/SOCH.c i ) / 2OO9-O426 QWEST ISDN PRS/DSS WINTER 2008 OFFER December 1, 2008 — February 28, 2009 NRC specified on the subsequent orders or amendments. The MRC will not change during the Term of this Agreement. Customer must pr Qwest all charges by the payment due date on the invoice. Any amount not paid when due will be subject to a late charge as specified t the Tariff, or if there is no such late charge specified in the Tariff, the amount due will be subject to late interest at the lesser of 1'/z% pi month or the highest rate permitted by applicable law. Customer must also pay Qwest any applicable federal, state and local taxe surcharges, and other similar charges ("Taxes") assessed in connection with Customer's Service. Taxes are subject to change. Qwest ME reasonably modify the payment terms or require other assurance of payment based on Customer's payment history or a material ar adverse change in Customer's financial condition. 5.2 The charges for Service under this Agreement, including any and all discounts to which Customer may be entitled, will be offer( and charged to Customer independently from and regardless of the Customer's purchase of any customer premises equipment or enhancr services from Qwest. 6. Service Changes. 6.1 Moves. Customer may move the physical location of all or part of Service to another location within a Qwest serving are provided the following conditions are met; (a) Service moved to the new location is provided to Customer by Qwest; (b) Custom advises Qwest that Service at the new location replaces the existing Service; (c) Customer's request for disconnection of the existir Service and installation of the Service at the new location are received by Qwest on the same date; (d) Customer requests that Qwe install the Service at the new location on or prior to the disconnection date of the existing Service; and (e) Customer agrees to pay applicable rates and charges for the requested move and Service at the new location. 6.2 Additions to Service. Service may be added to this Agreement at the rates specified herein. Qwest will supply such additioi to Customer, subject to the following conditions: (a) Customer places order for such Service no later than February 28, 2009; additional Service must be installed and Customer must accept billing no later than March 6, 2009, unless a facility delay is caused I Qwest; (c) the necessary facilities are available, as determined by Qwest, to provide the Service; and (d) a new Minimum Servih Period is established for each new addition to Service. If the Service being added is not itemized in Exhibit 1, Customer agrees execute a written amendment evidencing such addition to Service. 7. Termination. 7.1 Either party may terminate Service and/or this Agreement in accordance with the applicable Tariff or for Cause. "Caus means the failure of a party to perform a material obligation under this Agreement, which failure is not remedied: (a) for payme defaults by Customer, within five days of separate written notice from Qwest of such default (unless a different notice period is specifii in the Tariff); or (b) or any other material breach, within 30 days of written notice (unless a different notice period is specified in the Tai or this Agreement). Customer will remain liable for charges accrued but unpaid as of the termination date. If, prior to the conclusion the Term, Service and/or this Agreement is terminated either by Qwest for Cause or by Customer for any reason other than Cau: then Customer will also be liable for a termination charge ("Termination Charge"). 7.2 If termination is during the Minimum Service Period, Customer will pay a Termination Charge of 100% of the MRC I terminated Service multiplied by the number of months (or fraction thereof) remaining in the Minimum Service Period, plus 75% of t MRC multiplied by the number of months remaining in the Term after the Minimum Service Period. 7.3 If termination is after the Minimum Service Period, Customer will pay a Termination Charge of 75% of the MRC for terminat Service multiplied by the number of months (or fraction thereof) remaining in the Term. 7.4 A Termination Charge will be waived when all of the following conditions are met (a) Customer discontinues Service a signs a new service agreement(s) for any other Qwest provided service(s); (b) the new service agreement(s) have a total value equal or greater than 115% of the remaining prorated value of the existing agreement(s) (excluding any special construction charge applicable nonrecurring charges, or previously billed but unpaid recurring and/or nonrecurring charges); (c) Customer places the ordE to discontinue the Service and establish new service at the same time (within 30 calendar days of each other if service is in Ni Mexico); (d) the new service(s) installation must be completed within 30 calendar days of disconnection of the Service, unless su installation is delayed by Qwest; and (e) a new minimum service period goes into effect, if applicable, when the new service agreemi term begins. The waiver does not apply to changes between regulated and unregulated or enhanced products and services. 8. Out -Of -Service Credit. If Qwest causes a Service interruption, an out -of -service credit will be calculated under the state to exchange Tariff. If there is no applicable Tariff and the interruption lasts for more than 24 consecutive hours after Qwest recei notice of it, Qwest will give Customer credit calculated by dividing the monthly rate for the affected Service by 30 days; and th multiplying that daily rate by the number of days that Service was interrupted. 9. Disclaimer of Warranties. QWEST DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHO° LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPO5 NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR THEIR RESPECTI' EMPLOYEES WILL CREATE ANY WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE. 10. Limitation of Liability. NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE LIABLE FOR A INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS REVENUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICE OR THIS AGREEMENT, REGARDLESS Copyright © Qwest. All Rights Reserved. Page 2 v1.1201 CONFIDENTIAL r QWEST ISDN PRS/DSS WINTER 2008 OFFER December 1, 2008 — February 28, 2009 THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED CLAIM B CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIE FOR SUCH CLAIM WILL BE LIMITED TO THE APPLICABLE OUT -OF -SERVICE CREDITS, IF ANY. This limitation of liability will n apply to a party's indemnification obligations or Customer's payment obligation for charges under this Agreement, (e.g., Servi( charges, Taxes, interest, and termination or cancellation charges). 11. Personal Injury, Death, and Property Damage. Each party will be responsible for the actual, physical damages it direcl causes to the other party in the course of its performance under this Agreement, limited to damages resulting from personal injury death to a party's employees and loss or damage to a party's personal tangible property arising from the negligent acts or omissions the liable party; PROVIDED, HOWEVER, THAT NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL E LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR AN LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER. 12. Confidentiality; Publicity. Neither party will, without the prior written consent of the other party: (a) disclose any of the tern of this Agreement or use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted t or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. Qwest's consent may only I given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, I operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosii party gives the non -disclosing party reasonable prior written notice. "Confidential Information" means any information that is n generally available to the public, whether of a technical, business or other nature and that: (c) the receiving party knows or has reasi to know is confidential, proprietary or trade secret information of the disclosing party; and/or (d) is of such a nature that the receivii party should reasonably understand that the disclosing party desires to protect such information against unrestricted disclosur Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receivii party or is already known or is independently developed by the receiving party. 13. Governing Law; Dispute Resolution. 13.1 Governing Law; Forum. This Agreement will be governed by the laws of the state of Colorado, except with regard to mattE which are within the exclusive jurisdiction of the state or federal regulatory agency. Those matters alone will be governed by the laws the appropriate jurisdiction. Any legal proceeding relating to this Agreement will be brought in a U.S. District Court, or absent fedei jurisdiction, in a state court of competent jurisdiction, in the location of the party to this Agreement not initiating the action, as indicat in the Notices section. But Qwest may, at its discretion, initiate proceedings in Denver, Colorado to collect undisputed amounts billE This provision is not intended to deprive a small claims court or state agency of lawful jurisdiction that would otherwise exist over claim or controversy between the parties. 13.2 Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentiona waives its right to a jury trial and any right to pursue any claim or action relating to this Agreement on a class or consolidated basis or a representative capacity. 14. Notices. Unless otherwise provided herein, all required notices to Qwest must be in writing, sent to 1801 California St., # 9( Denver, CO 80202; fax # 888-778-0054; Attn.: Legal Dept., and to Customer at its then current address as reflected in Qwest's recor Attn.: General Counsel or other person designated for notices. Unless otherwise provided herein, all notices will be deemed given: when delivered in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail; (c) when deliver via overnight courier mail; or (d) when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 15. General. Customer may not assign this Agreement or any of its rights or obligations under this Agreement without the pr written consent of Qwest, which consent will not be unreasonably withheld. Customer may not assign to a reseller or telecommunications carrier under any circumstances and Customer represents that it will not resell the Service. This Agreement intended solely for Qwest and Customer, and not to benefit any other person or entity e.g., Customer's members, End Use customers, or any other third parties who use or access the Service or the Qwest network via the Service. If any term of t Agreement is held unenforceable, such term will be construed as nearly as possible to reflect the original intent of the parties and I remaining terms will remain in effect. Neither party's failure to insist upon strict performance of any provision of this Agreement will construed as a waiver of any of its rights hereunder. All terms of this Agreement that should by their nature survive the termination this Agreement will so survive. If there is a conflict in any term or condition of any documents that govern the provision of the Sery hereunder, the following order of precedence will apply in descending order of control: the Tariff, this Agreement, the Tech Pub, a Qwest records. Neither party will be liable for any delay or failure to perform its obligations hereunder if such delay or failure is cau by a Force Majeure Event. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that pa including without limitation: act of God, fire, flood, labor strike, sabotage, cable cuts, acts of terror, material shortages or unavailabil government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. Except for Tariff or Sery modifications initiated by Qwest, all amendments to this Agreement must be in writing and signed by the parties' authori2 representatives. However, any change in rates, charges, or regulations mandated by the legally constituted authorities will act a modification of any contract to that extent without further notice. Each party reserves the right at any time to reject any handwrit change to this Agreement. Copyright © Qwest. All Rights Reserved. Page 3 v1.120' CONFIDENTIAL 16. Entire Agreement. oral or written agreements or Weld Copnty Gbvernment C)/(-,1 Li 7 Authtrized Signature William F. Garcia Name Typed or Printed Chair, Weld County Board of Commissioners QWEST ISDN PRS/DSS WINTER 2008 OFFER December 1, 2008 — February 28, 2009 This Agreement constitutes the entire agreement between Customer and Qwest and supersedes all prig understandings relating to this subject matter. Qwest Co oration 4hori d Si Signature Aut g ure 'Sei, / ��2_�� Name Typed or Printed Title Title 1 1 7009 Date Address for Notices: PO Box 758, Greeley, CO 80632 Date )/ 3 /c `7 Offer Expiration Date: February 28, 2009 The pricing contained herein will only be valid if the Agreement is executed by Customer on or before the Offer Expiration Date. If this Agreement is not executed by Customer by the Offer Expiration Date, this Agreement will be considered null and void, and is not enforceabl by either party. Copyright © Qwest. All Rights Reserved. Page 4 v1.1201 CONFIDENTIAL ooq_oya6, QWEST ISDN PRS/DSS WINTER 2008 OFFER FOR THE STATE OF COLORADO December 1, 2008 — February 28, 2009 EXHIBIT 1 Service MRC NRC ISDN PRS Voice Data on DS1 $555.00 $0.00 ISDN PRS Voice Data on DS3 $530.00 $0.00 ISDN PRS UAS on DS1 $555.00 $0.00 ISDN PRS UAS on DS3 $530.00 $0.00 ISDN PRS from RCO $605.00 $0.00 DSS Advanced on DS1 $425.00 $0.00 DSS Advanced on DS3 $400.00 $0.00 AQCB Number: Customer Address including City and State Circuit ID or BTN Qty. Type of Service & (USOC) Configuration for ISDN PRS Only Total Servii MRC per Location 315 N 11 Ave Building C Greeley, CO 80631 tbd 1 PRS DS1 (ZPG65) 23B+D (ZPXJX) $555.00 otal MNU: y555. Copyright © Qwest. All Rights Reserved. Page 5 CONFIDENTIAL v1.120 NON -APPROPRIATIONS ADDENDUM This is an addendum ("Addendum") to a Qwest service agreement with Qwest Content ID: insert Content ID of Agreement beir addended ("Underlying Agreement") between Weld County Government ("CUSTOMER") and Qwest Corporation ("Qwest") for ISD PRI T-1 Service ("Service"). 1. The purpose of this Addendum is to supplement the Underlying Agreement as follows: CUSTOMER intends to continue this Agreement for its entire term and to satisfy its obligations hereunder. For each succeedir fiscal period: 1) CUSTOMER agrees to include in its budget request appropriations sufficient to cover CUSTOMER's obligatior under this Agreement; 2) CUSTOMER agrees to use all reasonable and lawful means to secure these appropriations; 3) CUSTOME agrees it will not use non -appropriations as a means of terminating this Agreement in order to acquire functionally equivalent produc or services from a third party. CUSTOMER reasonably believes that sufficient funds to discharge its obligations can and will lawful be appropriated and made available for this purpose. In the event that CUSTOMER is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continr payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarize documents provided by CUSTOMER and agreed to by Qwest), CUSTOMER may terminate this Agreement by giving Qwest not le: than thirty (30) days prior written notice. Upon termination and to the extent of lawfully available funds, CUSTOMER shall remit amounts due and all costs reasonably incurred by Qwest through the date of termination. 2. Except as modified herein, terms and conditions of the Underlying Agreement shall remain in full force and effect. The parties hereby execute and authorize this addendum as of the latest date shown below: CUSTOJV1 I Authorized Signature William F. Garcia Name Typed or Printed Chair, Weld County Board of Commissioners Title 02/11/2009 Date Date Qwest Cprpo ation Ccfirt_ re AZ Authorize ignature • ' Name Typed o printept ! ' Title © 2003 Qwest Corporation Page 1 v1.0411( Hello