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Home My WebLink About20060267.tiff RESOLUTION RE: APPROVE SERVICE AGREEMENT FOR PRIVATE SWITCH/AUTOMATIC LOCATION IDENTIFICATION SERVICE AND AUTHORIZE CHAIR TO SIGN - QWEST 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 Service Agreement for Private Switch/Automatic Location Identification Service 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 Corporation, commencing upon full execution, with terms and conditions being as stated in said service agreement, and WHEREAS,after review,the Board deems it advisable to approve said service agreement, 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 Service Agreement for Private Switch/Automatic Location Identification Service 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 Corporation be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said service agreement. The above and foregoing Resolution was,on motion duly made and seconded, adopted by the following vote on the 23rd day of January, A.D., 2006. I / BOARD OF COUNTY COMMISSIONERS ELD C• NTY, COLORADO ATTEST: ��►, ,' ��\ 'e . 'le, Chair Weld County Clerk to the B.1r #*,' O c David E. Long, Pro-Tem BY: i'�.I^r(lQ�� Vail i'e • / D uty CI�rk to the Boas �`" �l/�✓ Willi H. Jerke "kld�APPROVED AS fr : l/ /� Robe D. Ma en ounty Attorney Ib i Glenn Vaa Date of signature: 2006-0267 CM0016 (1O 1 C✓71 Cps) Oo? -03 --J e Agreement Number TBD Billing Number TBD OWEST PRIVATE SWITCH/AUTOMATIC LOCATION IDENTIFICATION SERVICE This Qwest Corporation Private Switch/Automatic Location Identification Service Agreement ("Agreement") is between the County of Weld, a political subdivision of the State of Colorado, by and through the Board of County Commissioners of the County of Weld ("Customer") and Qwest Corporation, ("Qwest"). Customer's current address, facsimile number, and person designated for notices are: P.O. Box 758, Greeley, CO, 80632, Susan Quick, FAX 970-356- 0242 . 1. Scope. 1.1. Qwest will provide, and Customer will purchase, the Qwest Private Switch/Automatic Location Identification service provided under this Agreement ("Service"). Service allows customers using a private telephone switch such as a Private Branch Exchange ("PBX"), Cellular or other telephone service switch located on a customer premises to forward Automatic Number Identification ("ANI") information, identifying the individual station line to a 911 system. Service is also available to Centrex/Centron customers who wish to provide the 911 system with more specific location and routing information. Service is employed to allow for the storage and retrieval of Automatic Location Identification (ALI on a 911 call, and/or for selectively routing that call to the appropriate Public Safety Answering Point ["PSAP"]). The accuracy of the data base records for ALI and Selective Routing is established based on the information provided by Customer to Qwest. Qwest cannot guarantee or confirm the accuracy of Customer-provided information. Customer's private switch main locations to be included in this agreement are found in Attachment 1, incorporated by reference. 1.2. Any Qwest tariff, price list, price schedule, administrative guideline, and/or catalog (hereinafter, whether individually or together, "Tariff") applicable to the Service is incorporated into the Agreement by reference and made a part of the Agreement. The Service will be governed by: (a) the Tariff applicable to the Service; and (b) to the extent a comparable Tariff term or condition does not apply to the Service, the terms and conditions set forth in this Agreement. In the event of a conflict in any term or condition of any documents that govern the provision of the Service hereunder, the following order of precedence will apply in descending order of control: the Tariff, this Agreement, and Qwest records. Qwest may provide certain other services to Customer in conjunction with Service (such as exchange access), which are not included in this Agreement. Qwest and Customer will be responsible for any other services in accordance with existing Tariffs, including payment of applicable charges. Nothing in this Agreement is intended to waive, limit,or alter those Tariffs. 2. Term. This Agreement will commence on the latest signature date, provided mandatory filing requirements are met. Service will be provided on a month-to-month basis. 3. Installation. The estimated installation date for Service is February 2006; however, Qwest will not be liable for delays in the installation of Service regardless of the reason. 4. Charges and Billing. Customer agrees to pay the charges for Service as specified on Attachment 1A incorporated by this reference. Customer must pay Qwest all charges by the date on the invoice. Any amount not paid when due will be subject to a late charge as specified by 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 the rate of 11/2% per month or the highest rate permitted by applicable law. Customer must also pay Qwest any applicable Taxes assessed in connection with Customer's Service provided that such Taxes will be waived if Customer provides Qwest documentation of tax exempt status. 'Taxes"means federal, state and local taxes, surcharges, and other similar charges. 5. Customer's Responsibilities. 5.1. Customer must provide a single point of contact as well as written documentation to Qwest and the Public 911 jurisdiction stating that the affected PSAPs are able to accept and dispatch calls for those private switch stations, and to identify area boundaries and to provide any Master Street Address Guide ("MSAG") additions or modifications that are required. 5.2. Customer's private switch must provide a full seven-digit numbering system and the associated ANI for every station within the private switch. This information must be approved by Qwest prior to implementation to assure that no conflict exists between the private switch numbering plan and the Qwest overall numbering plan. 5.3. Customer is responsible for configuring its private switch to forward the associated ANI of each station line within the private switch to the 911 system in accordance with Qwest Technical Publication 77338, "Qwest Enhanced 911 for Private Switched/Automatic Location Identification Service Network Interface Specifications." Customer further agrees to maintain a valid address location record associated with each station line presented to Qwest. OMR# 1110268 Page 1 Copyright©2005 Qwest. All Rights Reserved. CONFIDENTIAL v1.090805 5.4. If Customer elects to use Integrated Switched Digital Network Primary Rate Service ("ISDN PRS") transport, which is a separate service and not provided under this Agreement, in association with this Service, Customer understands and acknowledges the possibility that a private switch's main number ANI information may be forwarded to a PSAP instead of the intended station line's ANI information. Customer hereby agrees to release Qwest from any liability if an incorrect telephone number is forwarded to a PSAP as a result of private switch and/or ISDN PRS translations made by Customer, a third party, or by Qwest. 5.5. If the seven-digit number is not dialable, Customer is responsible to identify the associated call back number to be populated in the database in a standard format as provided by Qwest. 5.6. Customer must also maintain and provide to Qwest complete and current telephone number and address data in the agreed-upon format and within the required time schedule. Customer will be notified of telephone number and address data errors that are identified during the ALI database processing phase or by the PSAP, such as misroutes and No Record Found ("NRF") telephone numbers. Customer is responsible for issuing a correction to the ALI database within one business day of being notified. Until these errors are corrected, the affected telephone number(s) and associated addresses may not be available in the ALI database. Customer accepts any liability for the absence or inaccuracy of this information. 5.7. Customer's private switch must be capable of recognizing the "911" or "9911" code as a complete dialing sequence and routing those calls to the Service trunk group. 5.8. Customer must develop, validate and install PC hardware (or equivalent) and software for ongoing Customer record update programs and processes. Customer is responsible for any data base corrections identified by Qwest. 5.9. Customer must meet Qwest hardware, software and file specification requirements as defined in the Qwest PS/ALI Specification and Installation Guide. • 5.10.. Customer agrees to provide updates or positive acknowledgment of zero updates to Qwest. Customer may choose . the frequency of the updates (daily, weekly, or monthly) and will advise Qwest in writing of the frequency chosen. Customer may change the frequency of its updates by written notice to Qwest. 6. Qwest's Responsibilities. 6.1. Qwest will provide to Customer the information required to order the private switch interface specifications, Service data file format specifications, and the Qwest custom Service Order Transfer System ("SOTS") file software including software installation and file transfer instructions. 6.2. Qwest will maintain the 911 database using updates as provided by Customer. 6.3. Qwest will retain Customer's update file for seven days for back-up and/or recovery purposes. 7. Moves, Changes. Any changes to this Agreement may be made only by written amendment signed by both parties hereto. 8. Termination. Either party may terminate this Agreement by providing the other party 30 days written notice of termination. 9. Confidentiality; Publicity. 9.1 Neither party will, without the prior written consent of the other party: (a) issue any public announcement regarding, or make any other disclosure of the terms of, the Agreement or use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Such consent may only be given on behalf of Qwest by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement, provided that the disclosing party gives the non-disclosing party reasonable prior written notice. "Confidential Information" means any information that is not generally available to the public, whether of a technical, business or other nature and that: (c) the receiving party knows or has reason to know is confidential, proprietary or trade secret information of the disclosing party; and/or (d) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect such information against unrestricted disclosure. Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receiving party or is already known or is independently developed by the receiving party. OMR# 1110268 Page 2 Copyright©2005 Qwest. All Rights Reserved. CONFIDENTIAL v1.090805 9.2 Qwest may receive or have access to written or oral records and information which Customer considers to be confidential and proprietary, including but not limited to, technical information such as specifications, drawings, guidelines, models and other types of information which relate to Customer's present and future development of business activities. Such information will be designated by Customer as confidential and/or proprietary and Qwest will hold such confidential or proprietary information in trust and confidence for Customer; will use it only for the purposes permitted hereunder; and will deliver to Customer all such records and information, in written or graphic form, upon expiration or termination of this Agreement. 9.3 Customer information contains names, addresses and telephone numbers of Customer's subscribers, including subscribers having non-published and non-listed telephone service. Customer understands and agrees that there are certain duties and responsibilities imposed by this Agreement and by law or Tariff with regard to the confidential and private nature of the information. 10. Interruptions to Service. Tariff specifies the credit allowance due Customer, if any, for interruptions to Service which are not caused by Customer's negligence. In the event Service is provided where there is no Tariff, the provisions of the F.C.C.1 Access Service Tariff will apply with respect to credit allowances due Customer. 11. Personal Injury, Death, and Property Damage. Each party will be responsible for the actual, physical damages it directly causes to the other party in the course of its performance under the Agreement, limited to damages resulting from personal injury or death to a party's employees and loss or damage to a party's personal tangible property arising from the negligent acts or omissions of the liable party; PROVIDED, HOWEVER, THAT 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. 12. Indemnification. To the extent permitted by law, Customer will defend and indemnify Qwest, its Affiliates, agents, and contractors against all third party claims, liabilities, costs, expenses, and reasonable attorneys' fees, arising from or related to the use, modification, or resale of the Service by Customer or End Users, including, without limitation, any claim for invasion of privacy. "End Users" means Customer's members, end users, customers, or any other third parties who utilize or access the Service or the Qwest network via the Service provided hereunder. "Affiliate" means any entity controlled by, controlling, or under common control with a party. 13. Limitation of Liability. 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 THE 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 APPLICABLE OUT-OF-SERVICE CREDITS, IF ANY. Notwithstanding the foregoing, the limitation of liability in this Section will not apply to: (a) a party's indemnification obligations; and (b) Customer's payment obligation for all charges under the Agreement, including without limitation, Service charges, Taxes, interest, and termination or cancellation charges. 14. No Warranties. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES WILL CREATE ANY WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE. 15. Dispute Resolution; Governing Law. The Agreement and the parties' actions under the Agreement will comply with all applicable federal, state, and local laws, rules, regulations, court orders, and governmental agency orders. Any dispute arising out of, or relating to, the Agreement will be settled by arbitration to be conducted in accordance with the Judicial Arbitration and Mediation Services ("JAMS") Comprehensive Arbitration Rules. The Federal Arbitration Act, 9 U.S.C. Sections 1-16, not state law, will govern the arbitrability of disputes. The Agreement will otherwise be governed by the laws of the state where Service is provided, without regard to its choice of law principles. The costs of the arbitration, including the arbitrator's fees, will be shared equally by the parties; provided, however, that each party will bear the cost of preparing and presenting its own claims and/or defenses (including its own attorneys' fees). The venue for arbitration will be designated by the party not initiating the action with the exception of any billing collection disputes, which will be conducted in a location designated by Qwest or Denver, Colorado. The venue location designated must be in a metropolitan area in which JAMS offers its dispute resolution services. A single arbitrator engaged in the practice of law, OMR* 1110268 Page 3 Copyright©2005 Qwest. All Rights Reserved. CONFIDENTIAL v1.090805 who is knowledgeable about the subject matter of the Agreement, will conduct the arbitration. The arbitrator is bound to apply and enforce the terms of the Agreement. The arbitrator's decision will be final, binding, and enforceable in a court of competent jurisdiction. If a party is required to enforce compliance with this Section (including nonpayment of an award), then the noncomplying party must reimburse all of the costs and expenses incurred by the party seeking such enforcement (including reasonable attorneys' fees). This provision is not intended to deprive a small claims court or state agency of lawful jurisdiction that would otherwise exist over a claim or controversy between the parties. 16. Notices. Except as otherwise provided herein, all required notices must be in writing and sent to Qwest at 1801 California Street, Suite 900, Denver, Colorado 80202; Facsimile #: (888) 778-0054; Attn.: Legal Department, and to Customer at its then current address as reflected in °west's records; Attn.: General Counsel or other person designated for notices. Except as otherwise provided herein, all notices will be deemed given: (a) when delivered in person to the recipient named above; (b) three business days after delivered via regular U.S. Mail; (c) when delivered via overnight courier mail; or (d) when delivered by facsimile so long as duplicate notification is also sent in the manner set forth in subsection (b). 17. General. Customer may not assign the Agreement or any of its rights or obligations under the Agreement without the prior 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 represents that it will not resell the Service. The Agreement is intended solely for Qwest and Customer and it will not benefit or be enforceable by any other person or entity, including without limitation, End Users. If any term of the Agreement is held unenforceable, such term will be construed as nearly as possible to reflect the original intent of the parties and the remaining terms will remain in effect. Neither party's failure to insist upon strict performance of any provision of the Agreement will be construed as a waiver of any of its rights hereunder. All terms of the Agreement that should by their nature survive the termination of the Agreement will so survive. Neither party will be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by a Force Majeure Event. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, flood, labor strike, sabotage, fiber cuts, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. The Agreement constitutes the entire agreement between Customer and Qwest with respect to the subject matter hereof, and supersedes all prior oral or written agreements or understandings relating to the subject matter hereof. Except for Tariff or Service modifications initiated by Qwest, all amendments to the Agreement must be in It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and.all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess, nor shall any portion of this Agreement be deemed to have created a duty of care which did not previously exist with respect to any person not a party to this Agreement. County of Weld, a political subdivision of the State Qwest Corporation of Colorado, and through the Board of County Commissio s of the County of Weld az' 771 Authorized Signature Authorized Signature M. J. Geile � �Ccrd C4b1AC Name Typed or Printed Name Typed or Printed Chair, Board of County Commissioners e C ri r (-Pr' \a o rage ti Title Title 01/23/2006 If. Date Date ATTEST: BY: �. 1t4� 1 VCk.t12.f��CA.C'�(1 j D ty Clkrk to the dll,3F rd OMR# 1110268 Page 4 Copyright©2005 Qwest. All Rights Reserved. CONFIDENTIAL v1.090805 odre -C'= la? ATTACHMENT 1 TO QWEST PRIVATE SWITCH/AUTOMATIC LOCATION IDENTIFICATION SERVICE PRIVATE SWITCH LOCATION: 4209 Weld County Rd 24 1/2; 2110 O; 315 N 11th Ave. SERVING CENTRAL OFFICE: LNMTCOMADS1; GRELCOMADS0 911 CONTROL OFFICE: CAp Hill 911 SYSTEM: Larimer;Weld OMR# 1110268 Page 1 Copyright©2005 Owest. All Rights Reserved. CONFIDENTIAL v1.090805 ATTACHMENT 1A TO QWEST PRIVATE SWITCH/AUTOMATIC LOCATION IDENTIFICATION SERVICE (For Arizona, Colorado, Iowa, Minnesota, New Mexico,Oregon, Utah and Washington only) These charges are based on Qwest receiving updates from one single location for the Private Switch listed on Attachment 1. The updates will be in separate "account files," one for each 911 system. Qwest will not accept updates on a call-in basis. Any scheduled updates missed by Customer will wait and occur at the next scheduled update time. 1.Service Feature: Unit Price/ Unit Price/ Total Price/ Total Price/ Recurring/ Nonrecurring/ Recurring Nonrecurring Per 1,000 records* $ 80.90 $ 251.32 $ 80.90 $ 251.32 Rounded up to the nearest 1,000. OMR# 1110268 Page 1 Copyright©2005 Qwest. All Rights Reserved. CONFIDENTIAL v1.090805 Hello