HomeMy WebLinkAbout20010953.tiff Agreement Number CDS-010308-0054
Main Billing Number 970-304-6400
()WEST ISDN PRIMARY RATE SERVICE AGREEMENT
This is an Agreement between Weld County Government ("Customer"), and Qwest Corporation
("Qwest"),for the provision of Qwest Integrated Switched Digital Network ("ISDN") Service("Service").
1. SCOPE.
1.1. Qwest shall provide and Customer shall pay for digital intraLATA, intrastate, switched local
exchange telecommunications service utilizing ISDN PRI Primary Rate Interface ("ISDN-PRI") technology
that transports and distributes voice, data, image, and/or facsimile communications separately or
simultaneously over the public switched local exchange network ("Service"), as defined herein. Service
components are DS1 transport ("DS1"), ISDN PRI configuration, and trunks as indicated on Attachment 1,
incorporated herein. Other than pricing and termination liability, Qwest shall provide Service in
accordance with the applicable State Tariff, Price List, and/or Catalog ("Tariff") which governs Service in
the state Service is provided, incorporated herein by this reference. Any Supplements to this Agreement,
including such additional Attachment(s) as may be added from time to time, must be made in writing and
executed by the parties. Qwest is offering Service to Customer with volume and term pricing provisions
("Service Volume/Term Discount Pricing Plan").
1.2. Pursuant to state requirements, Qwest will submit this Agreement to each state commission. In
the event a state commission does not approve this unique offering, Service in that state shall be offered
in accordance with the applicable Tariff provisions. In states where Qwest is required to offer Service per
Tariff provisions, any conflict between the Tariff and this Agreement shall be resolved in favor of the Tariff.
Tariff shall be defined as the applicable State Tariff, Price List, Price Schedule, Administrative Guideline
and/or Catalog ("Tariff") which governs Service in the state in which Service is provided.
1.3. Service operates at 1.544 megabits per second (Mbps). It is comprised of 23 B channels and one
D channel. Each B Channel transmits voice or data at 64 kilobits per second (Kbps). The D channel
carries signaling information at 64 Kbps.
1.4. Subject to availability, a second PRS may be equipped at the same location to provide 24 B
channels only(24B)or to provide 23 B channels plus 1 back-up channel (23B+BUD).
1.5. Customer may also select Uniform Access Solution ("UAS")as indicated in Attachment 1 . UAS is
a digital service offering with single number route indexing which includes a DS1 facility with common
equipment and a network connection which provides for local exchange, toll network access. Each DS1
facility utilizes the channels configured as In-Only or Two-Way trunk side termination.
1.6. Customer agrees that Service shall not be used to provide long distance carrier services,
including voice traffic using internet technologies,thus avoiding switched access service charges.
2. TERM.
2.1. This Agreement is effective on the latest signature date and expires sixty (60) months from the
date Service is available to Customer under this Agreement, as evidenced by Qwest records ("Term").
The Minimum Service Period ("Minimum Service Period")for Service is twelve (12) months.
2.2. This Agreement will become effective immediately in most states, in some states, only after
mandatory filing requirements are met and approved.
2.3. Should Qwest continue to provide Service after this term without a further agreement, the service
charges will convert to the applicable month-to-month rate under the terms and conditions of the
applicable Tariff, or in its absence,this Agreement.
3. SERVICE PROVIDED. Qwest will provide and maintain the Service at the locations and in the
quantities specified in the Attachment(s), which by this reference are incorporated and made part of this
Agreement.
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4. CHARGES AND BILLING.
• 4.1 Charges for Service shall be those specified in the Attachment(s). In addition to the monthly
recurring charges and nonrecurring charges specified herein, Customer shall pay Qwest all applicable taxes,
usual and customary surcharges and all government imposed fees and charges that relate to the Service
or installation rendered hereunder. Under this Agreement, Customer must 1) maintain a minimum of eleven
(11)circuits with Qwest, or 2) have the PRS ride a contracted DS3 or higher, in order to receive discounts. If
Customer already has contracted DS3 or higher circuit(s), the charges contained herein are based upon
Customer's intent to install individual PRS DS1 circuits on Customer's said circuit. In the event Customer's
Service is not installed on a contracted DS3 or higher circuit, a pricing adjustment will be made to all PRS
DS1 circuits in service. The adjustment will revert circuits to existing Tariff rates, retroactive to the original
installation date, as evidenced by Qwest records. If Customer does not currently have contracted DS3 or
higher circuit(s), the charges contained herein are based upon Customer's intent to transition individual PRS
DS1 circuits to contracted DS3 or higher circuit(s)when available. Customer will have 10 business days from
the date of contracted DS3 or higher Service is installed to migrate the Service contained herein to the
contracted DS3 or higher circuit. In the event Customer's Service is not migrated, a pricing adjustment will
be made to all PRS DS1 circuits in service. The adjustment will revert circuits to existing Tariff rates,
retroactive to the original installation date,as evidenced by Qwest records.
4.2. If, within ninety (90) days of the service order application date, Qwest is unable to provide Service,
Qwest will recognize both Customer's active circuits and its ordered circuits, in calculating the applicable
rates. Delayed ordered circuits shall be defined as those circuits that Qwest was unable to provide within the
ninety (90) day cycle. If after ninety (90) days, Customer cancels any ordered circuits which are included in
determining Customer's applicable rates , Qwest will adjust the billing to reflect the correct volume level.
4.3. The charges for Services under this Agreement, including any and all discounts to which Customer
may be entitled, will be offered and charged to Customer independently from and regardless of the
Customer's purchase of any customer premises equipment or enhanced services from Qwest.
4.4. Customer shall pay each billing statement in full by the payment due date. If late payment charges
are applicable and permitted by law, they may be assessed and billed at 1 1/2 percent per month or the
highest lawful rate,whichever is less, on the unpaid balance.
4.5. If Service is not available in Customer's switch, an interoffice mileage charge for transport
between switches shall apply and it will be included in the charges stabilized and specified in the
Attachment(s).
5. SERVICE CHANGES.
5.1. MOVES. Customer may move the physical location of all or part of Service to another location
within the same Qwest intrastate intraLATA serving area as the Service being moved, provided the
following conditions for the move are met; 1) Service moved to the new location is provided to Customer
by Qwest; 2) Customer advises Qwest that Service at the new location replaces existing Service;
3) Customer's requests for the disconnection of the existing Service and the installation at the new
location are received by Qwest on the same date; 4) Customer requests Qwest to install the service at
the new location on or prior to the disconnection date of the existing Service; and 5) Customer agrees to
execute written amendments to this Agreement; pay all then current recurring and nonrecurring charges
related to the service at the new location, pursuant to this Agreement; and 6) Customer agrees if the move
is within the same Qwest switch, to pay$500.00 per span, and if the move is to a different Qwest switch,
to pay$1,000.00 per span.
5.2. ADDITIONS TO SERVICE. Customer may request additions to Service and Qwest will supply
such additions to Customer, subject to the following conditions: 1) Qwest commercially offers such
additions and necessary facilities are technically and practicably available; 2) the charges for additional
Service will be charged according to the following criteria: (a) if term equals thirty-six (36) months, Service
may only be added through month 18 and Customer will be charged at the rates specified herein and
Customer will receive a fifty percent (50%) discount on nonrecurring charges for such additions to Service,
or(b) if term equals sixty (60) months, Service may only be added through month 36 and Customer will be
charged at the rates specified herein through month 36 of this Agreement and nonrecurring charges for
such additions to Service will be waived. Service added after the 18th month or 36th month respectively
may be added as follows: 1) Customer and Qwest may renegotiate and execute a new term Agreement
that would include existing Service plus additional Service, 2) Service may be ordered under a new and
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separate agreement, or 3) Service may be ordered under the month-to-month tariff rates then in effect.
Threshold quantities as defined in Section 6 below will be revised to reflect Service additions.
6. NON-APPROPRIATIONS.
6.1. Customer intends to continue this Agreement for its entire term and to satisfy its obligations
hereunder. For each succeeding fiscal period: 1) Customer agrees to include in its budget request
appropriations sufficient to cover Customer 's obligations under this Agreement; 2) Customer agrees to
use all reasonable and lawful means to secure these appropriations; 3) Customer agrees it will not use
non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent
products or services from a third party. Customer reasonably believes that sufficient funds to discharge its
obligations can and will lawfully be appropriated and made available for this purpose.
6.2 In the event that is Customer appropriated insufficient funds, by appropriation, appropriation
limitation or grant,to continue payments under this Agreement and has no other funding source lawfully
available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed
to by Qwest), Customer may terminate this Agreement by giving Qwest not less than thirty (30) days prior
written notice. Upon termination and to the extent of lawfully available funds, Customer shall remit all
amounts due and all costs reasonably incurred by Qwest through the date of termination.
7. TERMINATION.
7.1 Either party may terminate this Agreement for cause provided written notice is given the other
party specifying the cause for termination and requesting correction within thirty (30) days is given the
other party and such cause is not corrected within that thirty (30) day period. Cause is any material
breach of the terms of this Agreement. If Qwest terminates this Agreement for cause or if Customer
terminates this Agreement WITHOUT cause, Customer shall pay early termination charges, as follows.
7.2 If termination is prior to installation of Service and after execution of this Agreement, early
termination charges shall be those reasonable expenses incurred by Qwest through the date of
termination.
7.3 If Customer has 11 circuits or more on this Agreement, Customer qualifies for a Termination
Threshold. With the Termination Threshold, Customer may disconnect up to ten percent (10%) of the
then current number of DS1 circuits used to deliver PRS trunking after installation and no termination
charges will apply. Notwithstanding the above, should Customer drop below the Initial Threshold Quantity
indicated in Attachment 1 at any time during the Term of this Agreement, the Termination Threshold shall
no longer apply to existing Service and Customer shall no longer qualify for a Termination Threshold
throughout the remaining Term of this Agreement. The Initial Threshold Quantity is defined as ninety
percent (90%) of the initial, total circuits on this Agreement at the time of execution as set forth in
Attachment 1. Starting from the time Service drops below the Initial Threshold Quantity, Customer shall
pay all applicable termination charges, as defined below.
7.4. If, during the Minimum Service Period of twelve (12) months and after installation, Customer
disconnects Service below any applicable Termination Threshold, Customer shall pay a termination
charge based upon 100% of the monthly recurring rate for the months remaining in the Minimum Service
Period. After the Minimum Service Period, Customer shall pay termination charges for Service that is
below the Threshold, calculated as follows: Quantity of Service terminated at the then current service
level, multiplied by the number of months remaining in this Agreement, multiplied by the Termination
Liability Percentage as identified below in Table 6.4.1.
Table 7.4.1.—Termination Liability
TERMINATION DATE/TERM TERMINATION LIABILITY (TLA%)
YEAR MONTH (Section 7.4.)
1 (1-12) 100%
Minimum Service Period
2 (13-24) 80%
3 (25-36) 70%
4 (37-48) 65%
5 (49-60) 45%
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7.5. A termination charge will be waived when the Customer discontinues Service(s) and ALL of the
following conditions are met: 1) Customer signs a service agreement for any other. All applicable
nonrecurring charges will be assessed for the new service(s); 2) Both the current Service and the new
service(s) are provided solely by Qwest; 3)The order to discontinue Service and the order to establish
new service(s) are received by Qwest within thirty (30) calendar days of each other if service is in New
Mexico and at the same time if service is in any other state; 4) The new service(s) installation must be
completed within thirty(30) calendar days of the disconnection of Service, unless such installation delay is
caused by Qwest; 5) The total value of the new service agreement(s), excluding any special construction
charges, is equal to or greater than one hundred fifteen percent (115%) of the remaining value of this
Agreement; 6) A new Minimum Service Period, if applicable, will go into effect when the new service
agreement(s) term begins; and 7) Customer agrees to pay any previously billed but unpaid recurring and
any outstanding nonrecurring charges—these charges cannot be included as part of the new service
agreement(s). New service is defined as a newly installed service placed under a new service
agreement(s), or newly installed additions to an existing service agreement(s), but does not include
renewals of expiring service agreement(s), renegotiations of existing service agreement(s) and
conversions from month-to-month service to contracted service.
8. OUT-OF-SERVICE CREDIT. If Qwest causes a Service interruption, an out-of-service credit will
be calculated under the state local exchange Tariff. If there is no applicable tariff and the interruption lasts
for more than twenty-four (24) consecutive hours after Qwest receives notice of it, Qwest will give
Customer credit calculated by: (a) dividing the monthly rate for the affected Service by thirty (30) days; and
then (b) multiplying that daily rate by the number of days, or major fraction, that Service was interrupted.
9. OWNERSHIP AND PROVISIONING OF SERVICE. Title to, and ownership of, all equipment and
facilities Qwest uses in supplying Service is and remains with Qwest. Qwest will provision and supply
Service described in this Attachment in any manner and by means of any equipment, software, and facilities
Qwest chooses. The method of provisioning of Service is a matter within Qwest's sole discretion.
10. SERVICE SUSPENSION/MAINTENANCE. Qwest may from time to time suspend Service for
routine maintenance or rearrangement of facilities or equipment. Qwest will give Customer advance
notification of the Service suspension. Such Service suspension is not considered an Out-of-Service
condition provided Service is restored by the end of the period specified in the notification.
11. PERSONAL INJURY; PROPERTY DAMAGE. Each party shall be responsible for any actual
physical damages it directly causes in the course of its performance under this Agreement, limited to
damages resulting from personal injuries, death, or property damage arising from negligent acts or
omissions; PROVIDED HOWEVER, THAT NEITHER PARTY SHALL BE LIABLE FOR ANY
INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING
BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT.
12. LIMITATION OF LIABILITY. QWEST SHALL NOT BE LIABLE TO Customer FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT
NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT. EXCEPT AS
PROVIDED IN THIS AGREEMENT, ANY QWEST LIABILITY TO Customer FOR ANY DAMAGES OF
ANY KIND UNDER THIS AGREEMENT SHALL NOT EXCEED, IN AMOUNT, A SUM EQUIVALENT TO
THE APPLICABLE OUT-OF-SERVICE CREDIT. REMEDIES UNDER THIS AGREEMENT ARE
EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS AGREEMENT.
13. NO WARRANTIES. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE
14. UNCONTROLLABLE CONDITIONS. Neither party shall be deemed in violation of this
Agreement if it is prevented from performing any of the obligations under this Agreement by reason of
severe weather and storms; earthquakes or other natural occurrences; strikes or other labor unrest; power
failures; nuclear or other civil or military emergencies; acts of legislative, judicial, executive or
administrative authorities; or any other circumstances which are not within its reasonable control.
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15. DISPUTE RESOLUTION. Any claim, controversy or dispute between the parties shall be
resolved by binding arbitration in accordance with the Federal Arbitration Act, 9 U.S.C. 1-16, not state law.
16. LAWFULNESS. This Agreement and the parties'actions under this Agreement shall comply with
all applicable federal, state, and local laws, rules, regulations, court orders, and governmental agency
orders. Any change in rates, charges or regulations mandated by the legally constituted authorities will act
as a modification of any contract to that extent without further notice. The laws of the state where Service
is provided shall govern this Agreement.
17. SEVERABILITY. In the event that a court, governmental agency, or regulatory agency with
proper jurisdiction determines that this Agreement or a provision of this Agreement is unlawful, this
Agreement, or that provision of the Agreement to the extent it is unlawful, shall terminate. If a provision of
this Agreement is terminated but the parties can legally, commercially and practicably continue without the
terminated provision, the remainder of this Agreement shall continue in effect.
18. GENERAL PROVISIONS.
18.1. Failure or delay by either party to exercise any right, power, or privilege hereunder will not operate
as a waiver hereto.
18.2. This is a retail end user contract. It may be assigned only with the consent of Qwest which shall
not be unreasonably withheld. Customer may not assign to a reseller or a telecommunications carrier
under any circumstances.
18.3. This Agreement benefits Customer and Qwest. There are no third party beneficiaries.
18.4. This Agreement constitutes the entire understanding between Customer and Qwest with respect
to Service provided herein and supersedes any prior agreements or understandings.
18.5. Notwithstanding anything to the contrary, Customer may not make any disclosure to any other
person or any public announcement regarding this Agreement or any relation between Customer and
Qwest, without Qwest's prior written consent. Qwest shall have the right to terminate this Agreement and
any other agreements between the parties if Customer violates this provision.
19. EXECUTION. If a party returns this Agreement by facsimile machine, the signing party intends
the copy of this authorized signature printed by the receiving facsimile machine to be its original signature.
The parties hereby execute and authorize this Agreement as of the latest date shown below. Notices
concerning this Agreement may be sent to Qwest's Customer billing address of record or to Customer's
Address for Notices specified herein, if any.
WELD COUX1Y GOVERNMENT QWEST CORPORATION
��<2117 � �/ Chin_1 �1
Autfiwfize- Signature Autho ed Si nature � �Al
M. J. Geile S*� e
Name Typed or Printed Name Typed or
Chair
Title Title
03/19/2001 3— /5 -ado /
Date Date
Address for Notices Address for Notices
2110 O 1801 California, Rm# 1800
Greeley, CO 80632 Denver, CO 80202
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Agreement NumberCQS-010308-0054
Main Billing Number 970-304-6400
ATTACHMENT 1 TO
THE QWEST ISDN PRIMARY RATE SERVICE AGREEMENT
WELD COUNTY GOVERNMENT
Customer
Monthly
Recurring Non-Recurring
ST Customer Address Circuit ID or BTN Service Qty USOC Charge/Ea Charqe/Ea
CO 2110 O, Greeley, CO 970-304-6400 T-1 Service Config & 2 Z4D $820.00 $0.00
Trunkinq
CO 915 10, Greeley, CO 970-392-4540 T-1 Service Config& 2 Z4D $820.00 $0.00
Trunking
Total Rate Stabilized Monthly Recurring for above Service $3,280.00
Total Nonrecurring Charge for above Service $ 0.00
Customer's initial quantity of DS1 circuits used to deliver PRS is 4 DS1 circuits.
The Initial Threshold Quantity is 3.6 DS1 Circuits
Should the total number of DS1 Circuits drop below this Initial Threshold Quantity Customer shall no longer
qualify for a Termination Threshold as set forth in Section 6.3 of the Agreement.
Customer Initials: Date:
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