HomeMy WebLinkAbout20061784.tiff MASTER SERVICES AGREEMENT
This Master Services Agreement("MSA"or"Agreement")dated 06/23/2006, between McLeodUSA Telecommunications
Services, Inc. ("McLeodUSA"or"we"), and Weld County Data Center ("Customer"or"you"), located at 1401 n 17th ave,
greeley, CO, contains the terms and conditions for the products and Services (collectively"Services") you have ordered from
McLeodUSA.
SCOPE. This Agreement applies to all of the Services you have ordered from McLeodUSA. A detailed description of each
Service you ordered as well as the additional Terms and Conditions that apply to the Services you have ordered are provided at
http://www.mcleodusa.com/Sitelnformation/MSATermsConditions.do and form a binding part of this Agreement. You have also
been provided a detailed price list("Pricing Addendum")that is also a binding part of this Agreement. Prices for Services subject
to tariffs or price lists, and not included in the Pricing Addendum (collectively"Price Lists"), are provided at
http://www.mcleodusa.com/TariffStates.do, and are also a binding part of this Agreement. If terms in the MSA and the Price
Lists are in conflict, the Price Lists control. McLeodUSA may amend any contract term or pricing in response to a regulatory
change that materially changes the technical feasibility or economics of providing service. McLeodUSA will notify you when
exercising this right,after which you will have thirty(30)days from the date of the notice to terminate the affected services for
cause by notifying us in writing. If you do not respond in writing to McLeodUSA within thirty(30)days, you waive your right. You
are solely responsible for all costs associated with maintaining your equipment or associated software and modifying or
reprogramming your equipment to make it compatible with McLeodUSA services.
CREDIT APPROVALS AND BILLING. This Agreement to provide service is contingent on your initial and continuing credit
approval, and you agree that we may conduct a credit check to the extent permitted by applicable law. McLeodUSA must
receive your payment for services on the Due Date stated on your invoice,or late payment charges(LPC)apply. Adjustments
for billing errors will be limited to the 90 days prior to the date the billing error is discovered and brought to our attention by you
unless otherwise required by law.
TERMINATION. Either party may terminate this Agreement for cause in the event of a material breach by providing (a)written
notice specifying the cause for termination and (b) if the other party does not cure the material breach within thirty(30)days of
receiving notice. In the event of a Service Outage (defined as the complete loss of your ability to receive incoming and make
outgoing telephone calls at a Customer location for more than two(2)consecutive days), you may terminate service for cause at
the particular location where you experienced a Service Outage if McLeodUSA directly caused the Service Outage. Your right
to terminate for cause is waived if you do not exercise this right within ninety(90)days of the event giving rise to the claim.
EARLY TERMINATION CHARGE. If you terminate this Agreement before the end of its initial term for any reason except
cause, you agree to pay any applicable Early Termination Charge("ETC"). If you terminate service without cause prior to
installation, you agree to pay those reasonable costs incurred by McLeodUSA through the date of termination. If you terminate
without cause after service has been installed,you agree to pay any applicable Early Termination Charge. If you transfer without
cause any of the services ordered from McLeodUSA to another service provider before you fulfill the term, ETC will be
calculated and you agree to pay ETC on all services subject to ETC at the time of transfer regardless of whether you retain other
services with McLeodUSA. ETC is determined by multiplying the monthly recurring charge for all services(that are subject to
ETC charges)times the number of months remaining in your contract times 60%. For local line service, ETC will be calculated •
based on the number of local lines in service up to 90 days prior to the date on which you ported a number to another service
provider or breached the agreement. McLeodUSA shall not assess ETC if you reduce your local lines due to the substitution of
McLeodUSA circuit-based service(s). ETC will be assessed on each local line that was disconnected or subsequently is
disconnected once you disconnect 50%or more of your local lines. For circuit or DSL service, ETC will be assessed on each
circuit or DSL service disconnected before the date this Agreement terminates. McLeodUSA's damages, in the event of early
termination, are difficult or impossible to determine.The ETC provided in this Agreement constitutes liquidated damages and is
not intended as a penalty. You will not be liable for ETC should you permanently close your business or move your business
operations to a location where McLeodUSA does not provide service.
OTHER KEY PROVISIONS. McLeodUSA is not liable for any telephone numbers published or distributed by you prior to
Main Account# McLeodUSA Master Service Agreement Date:06/23/2006 10:08:57 AM
Sales Order#14573 v20060201 Page 1 of 3
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confirmation that service is installed.operating properly and connected to the proper facilities. McLeodUSA is not liable for any
directory publishing error. LIMITATION OF LIABILITY. IN NO EVENT SHALL MCLEODUSA BE LIABLE TO YOU FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO
ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFIT OR GOODWILL. In no event shall McLeodUSA be liable for the
acts,omissions, or delays caused by third-party vendors as long as McLeodUSA has acted commercially reasonably in ordering
services. Any McLeodUSA liability for any damages of any kind under this Agreement shall not exceed the total applicable
out-of-service credit stated in the governing Price List. Customer agrees to these exclusive remedies. NO WARRANTIES.
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FORCE MAJEURE. If performance by McLeodUSA is
interfered with due to causes outside the reasonable control of McLeodUSA,then McLeodUSA shall be lawfully excused from
such performance on a day-to-day basis to the extent of such interference. McLeodUSA will use commercially reasonable
efforts under the circumstances to promptly restore your service. NOTICES. Notices required by this Agreement shall be in
writing and sent to McLeodUSA, P.O. Box 3177, Cedar Rapids, IA 52406,with attention to Customer Care for service issues, or
Customer Billing Resolution for billing disputes,with a copy to the McLeodUSA Legal Department. Notices must be sent by a
recognized overnight courier or deposited with the United States Postal Service as first-class certified mail. ASSIGNMENT.
You may not assign this Agreement without the express written consent of McLeodUSA, which consent shall not be
unreasonably withheld. AMENDMENTS. Customer may not amend this Agreement unless such amendments are in writing and
signed by McLeodUSA. GOVERNING LAW. The laws of the state in which service is provided shall govern this Agreement or,
if service in multiple states is being provided, the state of your business headquarters. ARBITRATION. Any claim arising out of
this Agreement totaling more than$5,000 shall be settled exclusively by mandatory arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules, and any arbitration judgment may be entered in any court having
jurisdiction. Each party is responsible for its own arbitration costs, and the parties agree to equally share the costs of the
arbitrator(s). This provision is not intended to deprive a small claims court or agency of jurisdiction that would otherwise exist
over a claim totaling$5,000 or less between the parties. AUP. The use of McLeodUSA Services is subject to an Acceptable
Use Po licy(AUP)provided at http://www.mcleodusa.com/Sitelnformation/AcceptableUse.do. MODIFICATIONS. Customer
agrees that McLeodUSA may amend without notice the AUP or the additional Terms and Conditions, except for any Service
Level Agreement(SLA)terms, applicable to specific McLeodUSA services. Such modifications will be binding on the Customer
and effective upon posting at http://www.mcleodusa.com. ENTIRE AGREEMENT. This Agreement comprises the entire
understanding between you and McLeodUSA and supercedes any prior written or oral agreements, representations or
understanding. SEVERABILITY. If any provision of this Agreement is held to be unenforceable, all other provisions remain
valid.
Term and Volume Discount
12 Month Term Agreement
Tier 1 Tier 2 Tier3 Tier 4 Tier5
Pre-discounted <500 $500 to$2,499 $2,500 to$9,999 $10,000 to$24,999 $25,000+
Monthy Charges
Discount% 6% 8% 10% 12% 15%
Term and Volume Discount Application: The following Preferred Advantage wireline services purchased under a single
Master Service Agreement(Agreement")are eligible to receive only a Tier 1 discount("Tier 1 eligible services"): Local Service
Packages, Local Service Package Optional Services(Hunting, Market Expansion Lines, Extended Area Calling Scope,Wire
Care, Screening and Restrictive Services, Standard Directory Assistance, and Optional Directory Listings), Preferred
Advantage®Long Distance Minute Packages,Voice Mail, Dial Up Internet Access Service, and Local Loop Access facilities for
Preferred AdvantageSM Dynamic Integrated Access Service. McLeodUSA will automatically apply the Tier 1 discount
percentage set forth in the table above to the Customer's monthly charges for Tier 1 only eligible services on Customer's
monthly invoice regardless of the volume of Tier 1 eligible services purchased in a given billing cycle. The following Preferred
Advantage wireline services purchased under the same Agreement are eligible to receive a Tier 2,Tier 3,Tier 4,or Tier 5
Main Account# McLeodUSA Master Service Agreement Date:06/23/2006 10:08:57 AM
Sales Order#14573 v20060201 Page 2 of 3
discount("Tier 2-5 eligible services")depending on the volume of purchases of all wireline services: Preferred Advantage®
Dedicated Local Preferred (local T1 & PRI), Preferred Advantage®Inter/Infra State Switched LD Plan, Preferred Advantage®
Inter/Intra State Switched 800 Plan, Preferred AdvantageSM Dedicated Long Distance, Preferred AdvantageSM Dedicated 800
Plan, Preferred AdvantageSM Enhanced 800, Preferred AdvantageSM Calling Card, Preferred Advantage®Conference Calling,
Preferred Advantage®DSL, Preferred Advantage®Dedicated Internet Access, Preferred Advantage®Private Line, Preferred
Advantage®Frame Relay, Preferred Advantage®Managed Dedicated Internet Services, and Preferred Advantage®Integrated
Access. Local loop access charges for Preferred Advantage®Frame Relay, Preferred Advantage®Managed Dedicated
Internet Service, and Preferred Advantage®Dedicated Internet Service are not eligible for discounting. The Customer's actual
pre-discounted monthly charges for all Tier 1 and Tier 2-5 eligible wireline services for a given monthly billing cycle will
determine the applicable discount Tier for that billing cycle based on the table above.
Thus,the discount percentage applicable to Tier 2-5 eligible wireline services may change from month to month if the
Customer's monthly charges for all services purchased under the Agreement increases or decreases. McLeodUSA will
automatically apply the appropriate Tier discount percentage set forth in the table above to the Customer's monthly charges for
Tier 2-5 eligible services. If Customer's total pre-discounted monthly charges for all services are less than$500 in a monthly
billing cycle,then McLeodUSA will apply the Tier 1 discount percentage to both the Tier 1 and Tier 2-5 eligible wireline services.
Additional General Terms: Term and Volume Discounts will only apply to eligible wireline services purchased by business
customers from McLeodUSA and do not apply to Preferred Advantage®Unlimited, Preferred Advantage®Unlimited with High
Speed, Preferred Advantage®Complete or Preferred Advantage®Complete with High Speed;any non-recurring charges,
federal,state and local use, excise, sales and privilege taxes; applicable surcharges related to universal service programs,
emergency telephone service(911/E911),telecommunications relay service for the hearing impaired; payphone surcharges; and
other similar surcharges for required programs. Term and Volume Discounts do not apply to services purchased under a
different Master Services Agreement.
TERM LENGTH. The initial term of this Agreement is 12 months. After the initial term expires, if this Agreement is not
renewed by the parties,this Agreement converts to a month-to-month agreement until one party provides thirty(30)days written
notice to the other party to terminate voice service or forty-five(45)days written notice to terminate circuit-based or DSL
service. After the initial term expires, McLeodUSA may amend any previously rate-stabilized pricing upon notice to the
Customer.
Authorized representatives of the parties have executed this Agreement.
Weld County Data Center McLeodUSA Telecommunications Services, Inc.
Authorized Rep:. Aleksei Churyk Account Rep: Andi Larsen
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David P. Long k YlU`t�l S_
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Date: 07/05/2006 Date: LC/d)5/5i Oaq
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Sales S er#14573 v20060201 Page 3 of 3
Main Acct#:
Order#: 14573 McfrodlEA
Comments Form
Service Information
ANI Features Removed Add or Retain Disconnecting at the Retain with the LEC
from Package Blocking/Restrictions LEC
General Comments
Customer is purchasing their own Cisco Equipment spoke w aleksi and he is wanting us to be the secondary on his bgp.
he is going to manage the bgp we will just be the secondary link. he is wanting to get some ip space reserved so he can
start the process with ARIN. will check into that.
Version 07.04.04 06/23/2006
CIeodLJSA CONTRACT TERM 12
CUSTOMER NAME: Weld County Data Center McLeodUSA REP:Andi Larsen
CONTACT NAME:Aleksei Churyk TELEPHONE: (319)790-7152
CONTACT PHONE NUMBER: decision maker EMAIL:andrea.larsen@mcleodusa.com
Location 1 of 1 -- Weld County Data Center -- Main Location
1401 n 17th ave. greeley. CO 80631
Data Products
Host/Main Or Private Line Location A
Business Name: Weld County Data Center
Address: 1401 n 17th ave , greeley, CO, 80631
Data Products Pricing
Trans Setup Monthly
Service Type Qty Component Cost Setup Monthly
Type Waived Waived
New Dedicated Internet 1 Local Loop $250.00 $185.00
New Dedicated Internet 1 1.5 mbps dedicated port $155.00
Totals $250.00 $0.00 $340.00 $0.00
Main Acct#: McLeodUSA Price Summary 06/23/2006 10:08:57 AM
Sales Order#:14573 V20060302 Page 1 of 2
Actual charges signed for on contract may vary slightly depending on application requirements.
Pricing Quote generated on 06/23/2006- Pricing Quote valid through 07/23/2006
This Pricing Addendum is part of the Master Services Agreement. You are agreeing to purchase services at the List Price
to be discounted using the applicable Term and Volume Discount. Prices are exclusive of applicable federal, state and
local taxes and surcharges. Pricing may not be modified or altered by handwritten or non-system generated edits. Any
modification or alteration of the pricing in such a fashion shall render the agreement null and void. The offer set forth
above supercedes any prior offer of McLeodUSA before the Effective From Date listed on this quote.
By their signature below, customer acknowledges receipt of this document and the Master Service Agreement and
agrees to the terms contained therein.
Additional Terms and Conditions applicable to Customers with a e A Advanta e Agreement that order
McLeodUSA Preferred Advantage Services are provided at
htt ://www.mcleodusa.com/Sitelnformation/MSATermsCon do .d and form a binding art of this Agreement.
Customer Signature: w Date: 07/05/2006
David E. Long, Chair P o— em
Customer Entered Federal Tax ID Number: 84-6000-81
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tMt z IONE E COUNTY CLERK TO THE BOARD
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Main Acct#: McLeodUSA Price Summary 06/23/2006 10:08:57 AM
Sales Order#:14573 V20060302 a.Gage 2 of 2
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