HomeMy WebLinkAbout840513.tiff RESOLUTION
RE: APPROVE MASTER AGREEMENT AND ASSOCIATED AMENDMENT BETWEEN
WELD COUNTY AND AT&T INFORMATION SYSTEMS AND AUTHORIZE
CHAIRMAN TO SIGN
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 Master
Agreement, Contract No. B00899331 , and an associated Amendment
between Weld County and AT&T Information Systems , and
WHEREAS, after review, the Board deems it advisable to
approve said Master Agreement and the associated Amendment, copies
of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County
Commissioners of Weld County, Colorado, that the Master Agreement,
Contract No. B00231889 , and the associated Amendment between Weld
County and AT&T Information Systems be , and hereby is , approved.
BE IT FURTHER RESOLVED by the Board that the Chairman be, and
hereby is , authorized to sign said Master Agreement and the
associated Amendment.
The above and foregoing Resolution was , on motion duly made
and seconded, adopted by the following vote on the 21st day of
November, A.D. , 1984 .
BOARD OF COUNTY COMMISSIONERS
ATTEST: +;. ^^ ,, 1.ta ' "",/ WELD COUNTY, COLORADO
Weld County Clerk and Recorder
and Clerk to the Board Norman Carlson, Chairman
BY: y ; tic< , ( y c 1, a el 1 e o s. , Pro-Tem
Deputy County Clerk I
APPROVED AS TO FORM: the R. Brantner
EXCUSED
Chuck Carlson
County orney >L i. �7)
JOhn T. Martini
v
/ jv ( i rt / 1 ` in /TOO4
840513
AT&T Master Agreerr it AI51416
t12-83)
Information Systems
Contract No. B L X 0 8 9 9 3 31
AT&T Information Systems Inc. Customer Name IOtL ("Customer')
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Address It - - -
Address
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AT&T Information Systems Inc.("AT&T-IS")and Customer agree that the following terms and (CI Unless AT&T-IS consents iting,such Information except for any pert thereof which is
conditions will apply to any order for the provision or sale of products and services to Customer rightfully obtained by Customer free of any obligation to keep in confidence or which becomes
by AT&T-IS which is placed by Customer on or after the date Customer signs this Agreement. generally known to the public through acts not attributable to Customer or is independently
1.COVERAGE developed by Customer,shall be I reared in confidence by Customer.
AT&T-IS Will provide for Customer's use the products and services set forth in any accepted
Terrn Plan Supplement or ether order and will sell the equipment set forth In any accepted Fur- ID)Such Information may be disclosed to other persons.solely for the purpose of installing,
chase Supplement or other purchase order. operating or maintaining the particular product for which it was furnished,provided such other
2.CONTRACT PERIOD persons agree in writing in advance of disclosure to the same condillons respecting ownership.
This Agreement will become effective when signed by Customer and accepted in writing by use and confidentiality of information,contained in this Section 8 and AT&T-IS is furnished with
AT&T-IS.Any order will be effective when accepted by AT&T-IS- a copy of such writing.
3.INSTALLATION (E)If any product sold or provided to Customer hereunder is resold,leased or otherwise provided
A.AT&T-IS will install the products for which installation charges are separately set forth on the by Customer directly or through an intermediarytoesubsequent end user.upon written request
ortler.Customer agrees to pay any installation charges set forth on the order forth
agrees to AT&T-IS by customer,AT&T-IS will grant to such end user a personal nontransferable and
to provide the proper environment and electrical and telecommunications connections as nonexclusive on use
ht ousor in the United Steles,airy related Informationriduser's which AT&T-IS nos furnished
Specified in advance by AT&T-IS.
to Customer for use in or with such product,solely for such end internal business pur-
B.The products will be installed(or delivered, for cusfomerv' poses and solely for use in or with such product.Such right wilt be granted to the end user pm-
mstalledproducts)bythedale aided the end user agrees in writing to the same conditions respecting ownership,use andcon-
shown on the order.If no installation/delivery date is specified at the time Customer signs the fees,
allty of information as is contained in this Agreement and the payment of any applicable
order,Customer agrees that AT&T-ISm ' fesay enter the scheduled In stallatlonldellvery date based ees.
upon its normal intervals and notify Customer of such date.
C.Dispatch of AT&T-IS service personnel to Customer's premises to perform installation work islicens IF)Customer agrees to use its best efforts to see that its employees and users of all software
limited to specified geographic areas, and AT&T-IS reserves the right to impose additional herein etl hereunder,or under etc refrain
orders,comply with the teens and erne assembly ons set out
charges for travel outside those areas. and Customer agrees to refrain from taking any steps,such as reverse or
reverse compilation.to derive a source code equivalent of the software.
4.TAXES
Custonrer agrees to pay taxes,however designated(excluding taxes on AT&T•IS's net income 9.DEFINITION OF TERM PLAN AND COMMITMENT PERIOD
and ad valorem personal property taxes applicable to products provided under a Term Plan),ilia A.A Term Plan is a transaction wherein Customer agrees to pay a fixed price each month fora
posed on or based upon the provision,sale,license or use of the products or services provided. specified period of time(herein referred to as the Commitment Period)for the use of specified
5.SHIPMENT AT&T IS furnished products and services.The Commitment Period will begin the day following
All shl g, gglnp the date the product is installed,if installed by AT&T-IS,or on the day following the date of
pp0 ri antl other des[Inatlon charges will be Invoiced by AT&T-IS and paid by delivery to Customer if not installed b AT&T-
•
• Customer.Products will not be delivered to locations outside the United States of America. Y scheduled
installation
istlionr deemed it inl9tl"Won is de:eyed
A n reasons
post-installation tests or on the sohedhletl instal lotion date,if installation is delayed
A.MAINTENANCE PLANS TERMS AND CONDITIONS for reasons attributable to Customer or those contractors or communications carriers providing
6.A.The Major Failure Response Coverage Period('Coverage Period')is either(1)0 AM to 5 PM, facilities or services at Customer's request.
Monday through Friday.or(2)24 hours a day.7 days a week as indicatedon the Term Plan or Put- B.For Term Plan orders of one year or ionger,AT&T-IS will notify Customerinwritingoftheim-
chase Supplement- pending expiration of the Commitment Period at least sixty(60)days prior to its expiration.
Unless either party receives written notice to the contrary at least thirty(30)days prior to expire-
B.AT&T-IS will respond within four 41 Coverage Period hours or begin remote diagnosis within
two(2)Coverage Period houra, (appropriate,of the trouble report for failures which materially lion of the Commitment Period,the order will be automatically renewed for the shortest Comrnlo
affect the operation of the products or system("major system failures"),as determined by' meet Period then available from AT&T IS.Renewals will be at the price and on the terms and
AT&T-IS. conditions of AT&T-IS in effect al the time of renewal unless otherwise agreed to in writing by
C.AT&T-IS will respond within twentyfour(24)hours of the trouble report for minor failures(as the parties.
determined by AT&T-IS):provided that AT&T-IS shall only perform such work during the hours of ID.TITLE AND RISK OF LOSS—TERM PLANS
8:00 AM to 5:00 PM.Monday through Friday,excluding AT&T-IS-designated holidays.
D.Any equipment purchased from AT&T-IS by Customer arid colocate0 with similar equipment A.All products provided under a Term Plan will remain the sole property of AT&T-IS,whether or
covered by maintenance under this Agreement,including equipment ac acquired subs°quenrio not attached to or embedded in realty.
e
the effective date of this effective
o must aie tenance in charges maintenance forpro
vided under this Bliable
AT&T.15 IS&will bear the risk of loss roro damage p to tee products,except that Customer s will be
f Agreement of maintenance nenct the such eg¢monims all maintenanceu suchwitht eiodof nant,inentl ce CusletoAT negligence.
Int nfonal ads, unauthorized
of products lostor damaged nca or other
period covedegimensuchequlpmenrshall bemterminouswiniM1eperiotlofmaintenance cause t negligence, bteconol of C, Comer.its employees on or maintenance or other
for the covered equipment. cause within the reasonable control of Customer,its employees or agents.
E.Maintenance work performed al a time or in a mariner beyond the coverage selected by
Customer may be provided subject to additional charges. 11.PRICE AND PAYMENT—TERM PLANS
F. Dispatch of,AT&T-IS service personnel to Customer's premises is limited 10 specified q Products and services will be provided at the charges and for the commitment
' geographic areas,and AT&T-IS reserves the right to impose additional charges for travel outside periled
those areas. specified in the order.Monthly charges will be billed in advance.Onetime charges will be billed
G. as incurred.Payment is due within thirty(30)days of the invoice date but not prior to the date
which m-IS will perform maintenance on any mtrmenern wire associated t with the products for when the products are Installed,if installed by AT&T-IS.A minims m of three(31 months'charges
maintenance is provided under this Agreement only if Customer owns such wire or old will apply on all products initially provided on aTerm Plan having a one(1)month Commitment
tains written authorization from the owner of such wire for ATBT-IS to perform such Period.
maintenance.Associated Inlrasystem wire shall be defined as wire interconnecting the prod-
ucts andlor connecting the products to the network interface:except for riser and campus wire, B.Maintenance during the 8 AM to 5 PM,Monday through Friday Coverage Period as described
as determined by AT&T-IS. in Section h is included over the lengin of the Commitment Period at no additional charge for
parts and labor.Additional maintenance coverage,if available,is subject to additional charges.
T.PATENT AND COPYRIGHT INDEMNITY
AT&T-IS will defend or settle,at its own expense,any action brought against Customer to the ex- C.Customer agrees that iM1e price listed on an accepted order may vary by not more than plus or
tent that li is based on a claim that any product(s)provided by AT&T-IS pursuant to this Agree minus 5%for unforseen configuration and/or technical changes.Otherwise,the price listed on
ment infringe any U.S-copyright or patent;and AT&T-IS will pay those costs,damages and at- an accepted order is not sublect to change before the end of the Commitment Period unless
torney's fees finally awarded against Customers in any such action attributable to any such Customer postpones the actual installation/delivery date for more than thirty(30)days in which
claim,but such defense,settlements and payments are conditioned on the following:(1)that case the applicable price will be the price in effect on the date of installal ion/delivery.In the
AT&T-IS shall be notified promptly in writing by Customer of any such claim:121 that AT&T-IS event of any postponement by Customer f the actual Installation/delivery date prior to delivery
shall have sole control of the defense of any action on such claim and of all negotiations for its of the products to Customer,Customer will be responsible for any additional charges incurred
settlement or compromise:(3)that Customer shall cooperate with AT&T-IS in a reasonable way by AT&T-IS as a result of such delay.
to facilitate the settlement or defense of such claim;i4)that such claim does not arise from 11.WARRANTY,USE AND MAINTENANCE Customer modifications not authorized by AT&T-IS or from the use or combination of productsTERM PLANS
provided by AT&T-IS with products provided by Customer or by others:and(5)should such prod- A.AT&T-IS will maintain the products in good working order during the Commitment Period in
uct(s)become,or in AT&T-IS's opinion be likely to become,the subject ofsuCh claim of infringe- accordance with the terms and conditions in Sections.for the Coverage Period indicated on the
men),then Customer shall permit AT&T-IS.at AT&T-IS's option and expense,either to(a)pro- Term Plan Supplement SUBJECT TO THE EXCLUSIONS SET FORTH IN SECTION 20 OF THIS
cure for Customer the right to continue using the product(s),or(b)replace or modify the same so AGREEMENT ENTITLED "WARRANTY EXCLUSIONS FOR TERM PLANS OR PURCHASE"
that it becomes noninfringing and functionally equivalent,or ICI upon)allure of(al and(b)above Customer shall permit AT&T-IS reasonable access tolhe products.Repair,parts or replacement
despite the reasonable efforts of AT&T-IS.for a sold product or licensed software,return the products may be new,remanulactured,or refurbished,at the discretion of AT&T-IS.
price paid for the licensed software or buy back the product at the Customer's net book value for
B.AT&T-IS will provideinit al user training and other support materials eats standard for ihe pro.
such software or product(s),or for a product provided under a Term Plan,terminate without
penalty Customer's use of the product(s).This Section slates the entire liability of AT&T-IS with duct or service.
respect to the infringement of copyrights and patents by the products provided hereunder or the C.The products snail he used by Customer only at the localion(s)specified and shah not be
operation thereof. removed or relocated by Customer without prior written authorization from AT&T-IS which shall
8.SOFTWARE AND OTHER INFORMATION not be unreasonably withheld.
A.SOFTWARE,DOCUMENTATION AND OTHER INFORMATION OWNED BY AT&T-IS AND ITS D.Customer will not make any modifications to the products without the written permission of
SUPPLIERS AND PROVIDED TO CUSTOMER BY AT&T-IS FOR CONTROL OF OR USE WITH AT&T-IS,and will pay the cost of any repairs necessitated by unauthorized work.
PRODUCTS PROVIDED TO CUSTOMER UNDER THIS AGREEMENT OR UNDER SUBSEQUENT
ORDERS PLACED UNDER THIS AGREEMENT SHALL REMAIN THE PROPERTY OF AT&T-IS, 13.CHANGE OF COMMITMENT PERIOD
SOFTWARE PROVIDED UNDER A SOFTWARE SUPPLEMENT SHALL,TO THE EXTENT THE A.At any time during the Commitment Period,Customer may change to another Commitment
TERMS DIFFER.BE GOVERNED BY THE TERMS SET OUT IN SUCH A SUPPLEMENT.AT&T-IS Period then offered by AT&T-IS/or Inc product.If the new Commitment Period is equal to or
hereby grants Customer a personal,nontransferable and nonexclusive right to use,in the United longer than the time i gin Le original Commument Period, o te deli charges will
States,all documentation technical information,confidentialbmess information and all soft- apply.If I he new Connitmet Period is shorter than the time remaining n the original period,
ware and related documentation,in whatever form recorded(all hereinafter designated"Infos the termination charges set forth in"Termination and Cancellation"shall apply.
motion"),which are furnished to Customer under or in contemplation of this Agreement,subject
to the following conditions:
B.The tern's and conditions governing the new Comm i mment Period will be those in effect al the
B.Such Information: time of the change unless otherwise agreed to in venting by the parties.
I1) shall be used by Customer only to order or to evaluate for that purpose ATBT-IS products,or 14.COTERMINOUS OPTION FOR SUBSEQUENT ADDITIONS
to install,operate or maintain the particular product for which the information was initially If at least t ty(30)days er the existing systems Commitment Period.C stomerrayin-
furnished; dude addition IS)Pe items identifieda such by AT&T-IS)in the . 'sing system and shall pay
(2) shall be used solely fo Customer's internal business purposes, for ire add it ti mitts)over n e remainder of the Commitment Period for the system.AT&T-15's then
13) shall not be reproduced or copied, in whole or in part,except as-necessary for use as current charges for the addinon(s)for such Commitment Period will be applicable
authorized herein,and 15.PREPAYMENT
(4) shall.together with any copies thereof,be returned or destroyed,or may,if in the form of A.At any lime.CustormiermayprepaythetotaloutstandingmoniMychargestobecomeduetlur-
sottw' e recorded on an erasable storage MediUrn.he erased when no longer needed or pr, 1 lag Coil r eel Pseed Propayit eel of less than the local outstanding charges is not per-
mrtler for us'.with the product for which it was initially lr n seed- ilillIell
Con.- . tNo. 6. 008 ° 9331
f
B.For prepayment of six(6)or more monthly payments,the amount due will be reduced by en the section entitled"Patent and Copyright Indemnity.-shall be exclusive of all other remedies
amount equal to the total amount of the monthly charges remaining,multiplied by the product of against AT&T-IS,its affiliates,subsidiaries,parent corporation,any of its parent's affiliates or
the number of months prepaid and a factor based on the then current AT&T-IS discount pro- subsidiaries,or suppliers of the foregoing,except for Customer's right to claim damages for
cedures bodily injury to any person.
C.When the length of e prepaid Commitment Period is reduced.Customer is credited any unus-
R.Notwithstanding any other provisions of this Agreement,neither AT&T-IS nor its affiliates,
ed portion of the prepayment,subject to applicable termination charges,if any. subsidiaries,parent corporation,any of its parent's affiliates or subsidiaries,or suppliers of the
foregoing shall be liable for any indirect,incidental,or consequential damages(including lost
16.TITLE AND RISK OF LOSS—PURCHASE under sustained or incurred in connection with the performance or nonperformance of work
Title to the equipment and risk loss to the products shall pass to Customer on the date of under this Agreement or the use or operation of the products and services provided or sold
f delivery to Customer ford risk of erinstalled products,or upon completion of installation for hereunder,or for damages due to causes beyond the reasonable control of AT&T-IS,or at-
productsinstalledbyAT&T-IS.For purchase of rn-place products,title to the equipment and risk suIribcontractors
logs and agentsoducts or actions of any person other than AT&RI5,its employees,
of loss to the products pass to Customer when the order is accepted by AT&LIS-Equipment subconlraclors and agents.
sold as new will quality as new under existing Federal tax laws. C.Neither AT&T-IS nor its affiliates,subsidiaries,parent corporation,or any of its parent's af-
filiates or subsidiaries shall be liable in any way for delays, failure in performance, loss or
17.PRICE AND PAYMENT—PURCHASE damage due to any of the following force majeure conditions:fire,strike,embargo,explosion,
The product price listed on the Purchase Supplement may vary by not more than plus or minus power blackout,earthquake,volcanic action,flood war,water,the elements,labor disputes,
5%for unforseen configuration and or technical changes.Otherwise,the product price listed on Civil disturbances, government requirement, civil or military authority,acts of God, public
the Purchase Supplement is not subject to change unless Customer postpones the installs. enemy.inability t0 secure raw material,inability to secure fuel,inability to secure products,
tionldelivery date for more than thirty(30)days,in which case the applicable price will be the transportation fact lilies,acts or omissions of carriers,or other causes beyond its reasonable
price in affect on the date of installation/delivery.Payment is due within thirty(301days from the control,whether or not similar to the foregoing.
date of invoice,but not prior to the dale when the products are installed If installed by AT&T-IS.
D.Any legal action arising from or in connection with(a)any product defect crony partial or total
18.SECURITY INTEREST—PURCHASE failure in any product or service provided to Customer,or(b)any installation.maintenance or
AT&T-IS or its assign shall have a purchase money security interest in the products until all repair work performed for Customer,must be brought within two(2)years after the cause of
charges,Including installation charges.if any.are paid in lull.Customep agrees to execute arid
deliver, arisas-
deliver,so that AT&T-IS may file or record,any documents reasonably requested
the purpose of R by AT&T-IS for 22.TERMINATION AND CANCELLATION
p p protecting and/or perfecting said security interest.
A.A Term Plan order may be terminated in whole or in part by Customer on thirty(30)days'writ-
19.WARRANTY—PURCHASE ten notice to AT&T-IS.If termination occurs subsequent to the commencement of installation
(or after delivery for a Customer-installed product)but prior to the expiration of the Commitment
A. AT&T-IS warrants that the products will be in good working order in accordance with
AT&T-IS's standard specifications.SUBJECT TO THE EXCLUSIONS SET FORTH IN SECTION of alpQll maining awntl ly y liable for termination ents forheercharges asfollows:one-half eaen[2)(70%)o oo the monthly
hly
20 OF THIS AGREEMENT ENTITLED 'WARRANTY EXCLUSIONS FOR TERM PLANS OR PUR- payments remaining e terminated
producortho the total Commitment ,which)vfr the ss,If
CHASE,"when title passes to Customer.and that AT&T-IS will repair or replace the products Term m Plan for th is cancelled product(s)cods)for nct of imeacatiood,whior to esley fora
without charge the warrant Custmerortlerecprodued prcancmecommencementchoo ten perm((15/orfhel purchase
during he Pure a eSupptment. he and conditions
period Section year Customer-installed the can celled product(s)
cancellation charge anyshippitg tenpementur of T T-S.
fromhe th Coverage of title passage for the or re ass fac u Supplement.The warranty from is the date
year price of the cancelled- from the date of title passage for new or remanufactured equipment,or 90 days thetlete of protluct(s7 applies,plus any shipping charges incurred by AT&T�IS
title passage for used or refurbished equipment.AT&T-IS,at ds option,may either repair or B.If a Purchase Order is cancelled in whole or in part prior to the date of delivery of the product to
replace the products ur refund the purchase price.Repair parts or replacement products may be Customer,a cancellation charge equal to ten percent(10%)of the purchase price of the can-
new,remanufactured,or refurbished.at the discretion of AT&T-IS.Replaced parts or products celled product(s)shall apply.plus any shipping charges incurred by AT&T-IS.
will become the property of AT&T-IS.
C.Customer may terminate or cancel any order under this Agreement, subject to accrued
B.Custom er agrees to advise AT&T-IS promptly of any change in the address of any product dub charges but without liability for termination charges,if AT&T.IS fails to perform or observe
ing the warranty period,If Customer moves or modifies any product during the warranty period, any material term or condition of this Agreement with respect to such order and such failure
and,in the opinion or AT&T-IS,such move or modification impedes or increases the cost of shall continue unremedied for thirty(30)days after AT&T-I55 receipt of notice thereof from
AT&T-IS's testing or repairs,creates a safety hazard or is likely to cause a product malfunction, Customer. Customer shall be in default of this Agreement and AT&T-IS may terminate this
AT&T-IS may,at its option,either terminate the warranty,effective as of that dale,as to that Agreement or any orders accepted hereunder if Customer fails 10 pay any Charge when due or
product or,with Customer's concurrence,eliminate any safety hazard and continue to perform fails to perform or observe any term or condition of this Agreement,if such failure shall continue
the maintenance and charge Customer for any extra costs tl incurs because of the move or unremedied for thirty(30)days after receipt of written notice thereof from AT&T-IS.In the event
modification.AT&T-IS reserves the right to Inspect the product before determining whether it of such termination by AT&T-IS,applicable termination charges will apply.
will terminate the warranty as to such product.
D.Upon termination of this Agreement or any orders hereunder,Customer will make the prod-
C.The warranty will only apply to products located within the United States of America. acts provided under all affected orders available for removal,which shall be accomplished in a
20.WARRANTY EXCLUSIONS FOR TERM PLANS OR PURCHASE careful and reasonably expeditious fashion.The products will be returned to AT&T-IS in the
same A. The warranties provided herein do not cover maintenance required to repair damages, restoration)of the on as productsoriginally
tossuchdcondition.AT&T.IS,ordinary wear ntl tear excepted,not obligated ced,orCad to restore
rey for
he
malfunctions or service failures caused by: shall rnt be roucts aker the
premises toor its original condition. If in Customer n to
not return the products or or make them
availab(1) Customer's failure to follow AT&T-IS's installation,operation or maintenance instructions: to onembligatil by ns of Customer
under Agreement
shall rmlinnrorcltand effect
to pr all products
obligations of d AT&T under this Agreement shall remain in force and effect 12) Customer's repair, en:modifications or move of the products,or attachment to the products of until the products are returned to AT&T IS.
non-AT&T-IS equipmenC
23.ASSIGNMENT
13) Abuse,misuse or negligent acts;and Neither party may assign this Agreement without the written consent of the other which consent
(4) As to sold products only,power failure or surges,lightning,fire,flood,pest damage,acci. shall not be unreasonably withheld,except that AT&T.IS may assign this Agreement to an at
dent,actions of third parties and other events outside AT&T-IS's reasonable control or not Iiliate or subsidiary or assign its right to receive payment hereunder.
arising under normal operating conditions.
24.SUBCONTRACTING
AT&T IS may agree to perform maintenance services in such instances on a time and
materials basis. A may subcontract any or all 01 the work to be performed by it under the terms and contli-
llons ons of of this Agreement but shall retain the responsibility for the work subcontracted.
B.EXCEPT AS SPECIFICALLY MADE HEREIN,AT&T-IS AND ITS AFFILIATED SUBCONTRAC-
26.GENERAL
TORS AND SUPPLIERS MAKE NO WARRANTIES,EXPRESS OR IMPLIED,AND SPECIFICALLY A.Any supplement to or modification or waiver of any provision of this Agreement must be in
DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR. writing and signed by authorized representatives of both parties;except that AT&T-IS may,upon
POSE. ninety(90)days prior written notice to Customer,modify the terms and conditions of this Agree-
, ment which modifications shall be effective only as to renewals and new orders placed by
21.EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITIES Customer and accepted by AT&T-IS after the effective date of such modification.Variances
A.Except for delays in installation of thirty(30)days or more,Customer's sole remedies against from this Agreement in any Customer order will be of no effect.
AT&T-IS for loss or damage caused by any product defect or failure,or arising from the porter- B.If any term or provision of this Agreement shall be held invalid pr unenforceable,the re-
mance or nonperformance of any work under this Agreement regardless of the form of action, mainder of this Agreement shall not be affected thereby and each term and provision hereof
whether in contract,tort including negligence,strict liability or otherwise,shall be Ii)Customer's shall be valid and enforced to the fullest extent permitted by law.
right to receive the repair,replacement or refund set forth in Section 19A of this Agreement,LI)
Customer's right to terminate as set forth in Section 22C and(is)the lesser of the amount of ac- C.This Jersemen[shall be construed in accordance with and governed by the laws of the Scale
tual direct damages which are proven or$50,000.If installation by AT&T-IS is delayed by thirty of New ersey.
(30)days or more by causes not attributable to Customer(except for force majeure conditions as D.THIS IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PROD.
darned in Section 210),Customer's sole remedy shall be the right to Cancel the order without UCTS AND SERVICES HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PRO-
payment of any cancellation charges.These remedies,together with the remedies provided in POSALS OR UNDERSTANDINGS WHETHER WRITTEN OR ORAL.
AT&T INFORMATION SYSTEMS INC.
Received by: '
Accepted by: _ —..'""c ...
(Authorized Signature) ".— 7"
(Customer) 1✓Itr� u .�
(Typed Name) k
(Authorized Signature) � ��� (Tips) 1 e /41\ `44trkti1t.
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(Typed N6mE) ,.,. at. 't:�e
h • (Address)
(Title) ... .1 ;1. _
(Date)
(Date)
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Yk t b t r -', C n t / t ` "ORDER
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FINAL CUSTOMER COPY
AMENDMENT TO MASTER AGREEMENT
NO. B00899331
AT&T Information Systems Inc . ( "AT&T-IS" ) and Weld
County Colorado, ( "Customer" ) hereby amend the
above-identified Master Agreement (the "Agreement" ) between
the parties as follows:
1 . Subparagraph 3C of the Agreement is changed to
read in full as follows:
C. Dispatch of AT&T-IS service personnel to
Customer ' s premises to preform installation work is
limited to Customer ' s Greeley and Ft . Lupton,
Colorado locations, and AT&T-IS reserves the right
to impose additional charges for travel outside
those areas.
2 . Paragraph 4 of the Agreement is changed to read
in full as follows : , *,
4 . Taxes. Customer represents that it is exempt
from all federal , state and local taxes of anyar
description. The purchase price of the equipment t
services purchased under this Agreement does not y y r � G
include such taxes, and no taxes shall" be'cha'rge"d to .
Customer to the extent that Customer shall furnish
to AT&T-IS certificates of exemption in good and
proper form evidencing Customer ' s exemption
therefrom.
3 . Subparagraph 6F of the Agreement is changed to
read in full as follows:
F. Dispatch of AT&T-IS service personnel to
Customer ' s premises to perform installation work is
limited to Customer ' s Greeley and Ft. Lupton,
Colorado locations, and AT&T-IS reserves the right
to impose additional charges for travel outside
those areas.
4 . Subparagraph 20A(3 ) of the Agreement is changed
to read in full as follows :
( 3 ) Abuse, misuse or neglegent acts by Customer ; and
5 . The ,last sentence of paragraph 20A of the
Agreement is changed to read in full as follows :
AT&T-IS agrees to perform maintenance services in
such instances on a time and materials basis.
6 . Subparagraph 21A of the Agreement is changed
to read in full as follows :
A. Except for delays in installation of thirty (30 )
days or more, Customer ' s sole remedies against
AT&T-IS for loss or damage caused by any product
defect or failure, or arising from the performance
or nonperformance of any work under this Agreement
regardless of the form of action, whether in
contract, tort ( including negligence ) , strict
liability or otherwise, shall be ( i ) Customer ' s
right to receive the repair , replacement or refund
set forth in Section 19A of this Agreement, ( ii )
Customer ' s right to terminate as set forth in
Section 22C and ( iii ) the lesser of the amount of
actual direct damages which are proven or $100 , 000 .
If installation by AT&T-IS is delayed by thirty (30 )
days or more by causes not attributable to Customer
( except for force majeure conditions as defined in
Section 21C ) , Customer ' s remedy shall be the rights
set forth in subparagraphs ( i ) , ( ii ) and ( iii ) of
this Paragraph 21A. These remedies, together with
the remedies provided in the Section entitled
"Patent and Copyright Indemnity, " shall be exclusive
of all other remedies against AT&T-IS , its
affiliates, subsidiaries, parent corporation, any of
its parent ' s affiliates or subsidiaries, or
suppliers of the foregoing , except for Customer ' s
right to claim damages for bodily injury to any
person .
7 . Subparagraph 21C of the Agreement shall be
changed to read in full as follows :
C. Neither AT&T-IS nor its affiliates,
subsidiaries, parent corporation, or any of its
parent ' s affilliates or subsidiaries shall be liable
in any way for delays, failure in performance, loss
or damage due to any of the following force majeure
conditions : fire, strike, embargo, explosion, power
blackout , earthquake, volcanic action, flood, war ,
water , the elements, labor disputes, civil
-2-
disturbances, government requirement, civil or
military authority, acts of God, public enemy,
inability to secure products, transportation
facilities, acts or omissions of carriers, or other
causes beyond its reasonable control, whether or not
similar to the foregoing.
8 . Subparagraph 21D of the Agreement is changed
to read in full as follows :
D. Any legal action arising from or in connection
with ( a ) any product defect or any partial or total
failure in any product or service provided to
Customer , or ( b) any instalation, maintenance or
repair work performed for Customer , must be brought
within three (3 ) years after the cause of action
arises.
9 . Subparagraph 25C of the Agreement is changed
• to read in full as follows :
C. This Agreement shall be construed in accordance
with and governed by the laws of the State of
Colorado .
10 . The following new subparagraph shall be added
as Subparagraph 25E of the Agreement :
E . In the event that ( i ) funds shall not be
appropriated and shall not otherwise be available
for any fiscal period of Customer following its
current fiscal year ( "subsequent fiscal period" ) for
the acquisition of services and functions for the
Agency of Customer which are the same as or similar
to the functions and services for the Agency of
Customer for which the equipment provided or
installed under this Agreement was acquired, and
( ii ) Customer shall have exhausted all funds legally
available for payment under this Agreement and no
other legal procedures shall exist whereby payment
thereunder can be made to AT&T-IS, then Customer may
terminate the Agreement as of the last day for which
funds were appropriated or otherwise made available
by giving at least thirty (30 ) days ' prior written
notice of termination to AT&T-IS which notice shall
be accompanied by ( a) a certificate of Customer and
a legal opinion of independent counsel for Customer
with respect to the matters set forth in clauses ( i )
and ( ii ) above and (b) payment of all amounts due
on or prior to the effective date of such
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termination or which will become due under this
Agreement . In such event , upon receipt by AT&T-IS
of the certificate, opinion and payment set forth
above, Customers ' s obligations under this Agreement
to make payment of the amounts which would otherwise
become due after the effective date of termination
shall cease, and AT&T shall retain all amounts
theretofore paid by Customer under the Supplement .
As a condition to termination of the Agreement
pursuant to this subparagraph, Customer shall , on or
prior to the effective date of such termination, ( i)
make such equipment available for removal by
AT&T-IS, which shall be accomplished in a careful
and reasonably expeditious fashion, and ( ii ) --
reimburse AT&T-IS for the costs of such removal . -m
The equipment shall be returned to AT&T-IS in the c-'
same condition as originally installed, ordinary �'c.
wear and tear excepted, or the Customer will pay for
restoration to such condition. AT&T-IS shall not be -'
obligated to resore the premises to their original
condition .
co
This Amendment shall be attached to and constitute
a part of the Agreement as if fully set forth therein. In
all other respects, the Agreement shall remain unchanged.
WELD COUNTY COLORADO:
• / AT&T INFORMATION SYSTEMS INC. :
by: / ( Received by
(authorized signature)
Accepted by:
Norman Carlson Bill Brogden
( typed name) ( typed name )
Chairman, Board of Commissioners 6200 S. Syracuse Way
( title)
(address )
Englewood, Colorado 80111
December 17 , 1984 J
(date ) T
(date)
A; J
<277
-4-
S-083)
I AT&T Purchase St ,>plement AI S-0102
831
r =Information Systems
Customer Name Contract No. Supplement No.
ttFF el (,_Lf"a'i j ' e./,v PB
F' Address t Order No.
AT&T Information Systems Inc. r C/
Address Branch Address
'2t1f1 S Syraruce Way Ste 210N
City State ;Zip City State Zip
,ree.'rty, Co, '' J631 Cnglewnnd Cr, Rnllt
Customer Requests The Provision Of The Follow' Products Subject To The Terms And Conditions Of The Contract Referenced Above.
Product Description Price Element Quantity Total Price Installation
,�:� Code (One-Time)
Charge
I
c c (Au tint)t 2XW - - 1 S506.00 PIA.
. ); C.,.-'rutror. Equipment 2XKSX , 1 1,071.00 NA
iarr:anty Period for Used o�'
,forhis'[ed Egtip'.ent is 30 Oafs
r,orn Me Date of Title PassagtPli
Maintenance/Warranty Coverage Period I
Total This Page
$1,582.00 NA
8 a.m.—5 p.m.; Mon. —Fri. i! Sub Total(s)From
, Attached ( )Additional Pages
24 Hours; 7 Days j. Less Advance Payments,
Credits And Allowances
Shipping
4 .
Grand Total
k S1_5S? 00 NA
Equipment Location (Address) _
AT&T Information Systems Inc.
115 166. SLr'eet k
City State ..Zip .--.3 Received By ""� _
freeiev Co. 30631 �o <: ( -`— <<s.,r_,
Scheduled Installation/Delivery Date Accepte:My(Authorized Signature)
Authe4eed, Customer Signature 4) ^ Typed Name
f L4-4---r.it.-.. t.114-'2 Ken DaVries
Typed Name Title
ion an "Carlson Administrative Manager i
Title Address
Gelman, 6200 S Syraruca
i-X]3ro of county Commissioners City State Zip
i4/iu/64 Englewood. Co 40111
Date Date
i
FINAL CUSTOMER COPY
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