HomeMy WebLinkAbout20193377.tiffRESOLUTION
RE: APPROVE ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT AND
AUTHORIZE CHAIR TO SIGN - ZAYO GROUP, LLC
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 an Assignment, Assumption and Consent
Agreement 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 Public Safety Communications,
and Zayo Group, LLC, commencing upon full execution, with further terms and conditions being
as stated in said assignment, assumption and consent agreement, and
WHEREAS, after review, the Board deems it advisable to approve said assignment,
assumption and consent 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 Assignment, Assumption, and Consent Agreement 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 Public Safety Communications, and Zayo Group, LLC,
be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said assignment, assumption, and consent agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 29th day of July, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLcnRADO
ATTEST: de_tito) j .
Weld County Clerk to the Board
BY:
Deputy Clerk to the Board
APPROVED AS
ounty • ttorney
Date of signature: OcV0 i41
Steve Moreno
rbara Kirkmeyer, hair
Mike Freeman, PjQ Tem
ott K. James
cc- :cm(Irw)
i q
2019-3377
CM0027
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Fiber Contract Name Change
DEPARTMENT: Public Safety Communications
PERSON REQUESTING: Michael Wallace
/ 0 'o297a'
DATE:07-10-2019
Brief description of the problem/issue:
Our current vendor for the Hwy34 Dark Fiber for the FRCC Radio System, Affiniti is closing its business
and assigning current contracts to other service providers. Attached is the Assignment, Assumption and
Consent Agreement for Affiniti to Assign ZAYO Group, LLC the current contracts for Hwy 34 fiber and
for Hwy 34 Monitoring Service. This is a name change only, the current contract remains intact.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Approve Assignment — Continues Radio System redundancy
Dis-Approve Assignment — This will cancel the redundancy element of the FRCC Radio System for Weld
Public Safety Users
Recommendation:
Approve Assignment
Approve
Recommendation
Sean P. Conway
Mike Freeman, Pro -Tern
Scott K. James
Barbara Kirkmeyer, Chair
Steve Moreno
Schedule
Work Session
Other/Comments:
2019-3377
DocuSign Envelope ID: 6B425814-03A3-4821-BF44-F2DB920C055B
Assignment, Assumption and Consent Agreement
This Assignment, Assumption and Consent Agreement (the "Agreement"), effective as of
the 30th day of June, 2019 (the "Effective Date"), is by and between Affiniti PA, LLC, as
successor -in -interest to Last Mile, Inc. dba Sting Communications ("Assignor"), Zayo Group, LLC
("Assignee") and Weld County Colorado by and through the Board of County Commissioners
("County").
WHEREAS, Assignor and County are party to a Master Service Agreement General
Terms and Conditions dated August 31, 2016 (the "Underlying MSA"), pursuant to which the
County entered into a Dark Fiber Service Order #WELDCNTYCO-LLC-20160603-DFR-04028
dated August 31, 2016 ("Dark Fiber Order") attached hereto as Exhibit A;
WHEREAS, Assignor desires to assign its rights and obligations in and to the Dark Fiber
Order to Assignee, and Assignee desires to assume such obligations from Assignor; and
WHEREAS, County will consent to the assignment of the Dark Fiber Order on the terms
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption. Assignor hereby assigns to Assignee all of Assignor's
right, title and interest in and to the Dark Fiber Order, which shall continue to be governed to the
terms of the Underlying MSA. Assignee hereby accepts such assignment and assumes all of
Assignor's duties and obligations under the Dark Fiber Order. County hereby agrees to pay,
perform and discharge, as and when due, all of the obligations under the Dark Fiber Order accruing
on and after the Effective Date directly to Assignee.
2. Term. As a condition for entering into this Agreement, the Parties agree that in
the event the County exercises the one (1) option to renew the Dark Fiber Order for an additional
120 month term pursuant to Section 11 of the Dark Fiber Order, additional Service Charges and
Other Charges will apply.
3. Consent. County, by its execution below, hereby expressly consents to the
assignment of the Dark Fiber Order by Assignor to Assignee, and the assumption by Assignee of
Assignor's interest in the Dark Fiber Order.
4. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall be deemed to be one and the same agreement.
A signed copy of this Agreement delivered by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.
020/ 9-,33 77
DocuSign Envelope ID: 6B425814-03A3-4821-BF44-F2DB920C055B
5. Further Assurances. Each of the parties hereto shall execute and deliver, at the
reasonable request of the other party hereto, such additional documents, instruments, conveyances
and assurances and take such further actions as such other party may reasonably request to carry
out the provisions hereof and give effect to the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of
the date first above written.
Assignor:
Affiniti PA, LLC
By: 1" 1.1rrtt2 bG _
Name: Virginia Bryant
Title: Vice President of Finance
County:
Weld County, Colorado, By and Through the
Board of County Comissioners
2
By:,
Name: Barbara Kirkmeyer
Title: Chair
Assignee:
Zayo Group, LLC
By: CDocuSigned by:
lslei Nowt bin,
BBB5A14E8809474...
Name: Abbi Dayton
JUL 2 V 20i9
Title: General Counsel, Eastern us and Canada
020/9 3377
DocuSign Envelope ID: 6B425314-03A3-4821-BF4,F20B920C055B
Exhibit A
AFFINITI
twV<d tm.matms
Dark Fiber Service Order
1. EFFECTIVE DATE
2. CUSTOMER
3. Billing Address
City Greeley
4. Business Contact
Phone (970)304-6455
5. Technical Contact
Phone (970) 304-6455
6. SERVICE START DATE
7. BILLING OPTION
MSA # WELDCNTYCO-LLC-20160603-N-MSA
Order# WELDCNTYCO-LLC-20160603-SO1-DFR-04028
The "Effective Date" becomes binding and enforceable upon execution by both
authorized representatives of the Parties as evidenced by the signatures and date
below.
Weld County, Colorado
1551 N. 17th Ave.
State CO Zip 80631
Email mrwllace@weldgov.com
Email mrwllace@weJdgov.com
Affiniti, LLC ("Affiniti") will provide electronic notice to the Customer when service
commences.
One Time Payment for full Term of 120 Months due within 30 days of notice of
Service Start Date.
8. SERVICE. Dark Fiber Lease
Service Location Name
Service Location Address
Service Description
Location A
Hwy 34 & 35th Ave/FI-G/Rm-MH (2 blocks south
of Hwy 34 and east of 35th Ave. Greeley, CO)
40,3850583 LAT, -104.7367694 LONG
2 dark single mode fibers
Location Z
AdCom Cabinet/Loveland, CO (between
Park n Ride and 1-25 on West side of 1-25 and
North side of Hwy 34)
40 407689 LAT, -104.995922 LONG
2 dark single mode fibers
9. ADDITIONAL SERVICE DETAILS.
1
Contract
Fusion splicing included
Requirements
to splice to Customer
cables on each end
LOC A and LOC Z
Customer Rights. Affiniti hereby grants and conveys to Customer the exclusive right of use of the Fibers
for the Term for the purposes specified herein, all on the terms and conditions contained in this Agreement
(the "Customer Rights"). The Customer Rights are limited to:
(a) The exclusive right of use of the Customer Fibers including the exclusive right to use the Customer
Fibers, in the conduct of Customer's network operations.
(b) Non appropriation of Funds: Notwithstanding any other provision herein to the contrary, this Agreement
and Customer's obligations hereunder are expressly subject to and contingent upon funds for such
purpose being budgeted, appropriated, and otherwise made available by Customer. If Customer is
unable to appropriate the payments required pursuant to this Agreement, or if such appropriations are
insufficient during any fiscal year, and Customer is not otherwise in default, Customer may at its option
elect to terminate this Agreement and be released from any further obligations upon the giving of ninety
(90) days' written notice to Affiniti; provided however, that Customer may not terminate this Agreement
for non -appropriation, in order to obtain functionally equivalent services from a third party. This
Agreement shall terminate upon the last day of any fiscal year during which there has occurred an event
of non -appropriation pursuant to this section.
Customer Reoresentations and Covenants. Customer represents to and covenants with Affiniti as
follows:
Affiniti Dark Fiber Service Order Page 1 of 7
Ooc u Sign Envelope ID: 6B 425814-03A3-4821-BF44-F2OB 920C055B
AFFINITI
MSA # WELDCNTYCO-LLC-20160603-N-MSA
Order# WELDCNTYCO-LLC-20160603-SO1-DFR-04028
(a) Customer is a duly organized and validly existing, authorized to do business in the state of Colorado,
and has the authority to execute this Agreement, and perform its obligations hereunder;
(b) Notwithstanding section 9 (b), Customer acknowledges that funds have been appropriated and
Customer has the authority to make up -front payment, in full, in accordance with terms set forth in
Section 7 and 10; and
(c) There are no pending, or to Customer's knowledge threatened, claims, actions, suits, audits,
investigations or proceedings by or against Customer which could have a material adverse effect on
Customer's ability to perform its obligations under this Agreement.
Affiniti Reoresentations and Covenants. Affiniti represents to and covenants with Customer as follows:
(a) Customer shall peaceably and quietly have use of the Customer Fibers for the purposes described
herein without interference during the Term of this Agreement; provided, however, that in the event
there is any interruption of Customer's quiet enjoyment as described herein, Affiniti shall use its
continuous efforts to cure such interference and no breach of this Section (a) shall be deemed to occur
while Affiniti is attempting to cure such interference; and
(b) Affiniti has the authority to execute this Agreement and perform its obligations hereunder; and
(c) The Customer Fibers meet or exceed the technical specifications set forth below (the "Specifications")
Fiber Optic Cable Specification;
• Single Mode SMF-028,
• Low attenuation and dispersion;
▪ for O -band (1260-1360 nm),
▪ C- and L -band (1530 - 1625 nm)
EXCEPT AS PROVIDED HEREIN AND IN ANY SEPARATE EASEMENTS OR SIMILAR
AGREEMENTS ATTACHED AS EXHIBITS, AFFINITI MAKES NO WARRANTY WITH RESPECT TO
ACCESS TO EASEMENTS OVER CUSTOMER'S PROPERTY. EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, AFFINITI MAKES NO REPRESENTATIONS, WARRANTIES OR
COVENANTS, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT
LIMITATION, THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF ANY
MATERIAL OR OTHER DELIVERABLE UNDER THIS AGREEMENT,
Delivery. Affiniti shall cause to deliver the of fiber connection to the Customer in accordance with the
following:
(a) All connections to Affiniti's Fiber Optic Cable, including splicing in accordance with applicable standards,
specifications and operating procedures.
(b) Customer shall not have any limitations on the types of electronics or technologies employed to utilize
its fibers.
(c) Customer may submit one request to delay Service Start Date to a date no more than 15 days after
electronic notification of service commencement is received by the Customer from Affiniti. This request
must be received five (5) days before electronic notification of commencement of service is expected.
Customer agrees and understands that all additional costs and expenses incurred by Affiniti in
connection with Customer's requested extension of Service Start shall be charged to the Customer
without mark-up for profit and shall be due and payable as a one-time custom installation fee as
described in Section 2.6 and 3.1 of WELDCNTYCO-LLC-20160603-N-MSA ("MSA").
Testina. Affiniti shall cause to have the Customer Fibers tested in accordance with industry standards, to
verify that the Customer Fibers have been installed and are operating properly ("Fiber Testing").
(a) Customer shall be deemed to have accepted the service, and billing for the Service shall commence on
the Service Start Date unless Customer notifies Affiniti (electronic mail delivery with confirmation receipt
shall be deemed acceptable delivery of the notice) within 4 business days after the Service Start Date
electronic notification is received, that it disputes that the Service meets the Specifications (Customer
Affiniti Dark Fiber Service Order Page 2 of 7
Ooc u Sign Envelope ID: 6B 425814-03A3-4821-BF44-F2OB 920C055B
AFFINITI
MSA # WELDCNTYCO-LLC-20160603-N-MSA
Order# WELDCNIYCO-LLC-20160603-SO1-DFR-04028
Dispute Notice). The Customer Dispute Notice shall contain the specific reasons for which Customer
believes the services do not meet the Specifications .
(b) Within 14 days of receipt of a Customer Dispute Notice, Affiniti shall determine if any of the reasons set
forth in the Customer Dispute notice are valid. If such reasons are valid, Affiniti shall correct any such
problems as soon as commercially practicable and shall issue a new Service Start Date electronic
notification. If Affiniti determines that none of the reasons contained in the Customer Dispute Notice are
valid, it shall notify the Customer, in which case the Service Start Date shall remain the date of the
receipt of electronic notification from Affiniti.
Use of Fibers and Related Facilities. Subject to the limitations set forth in this Agreement;
(a) Customer may use Customer Fibers for any lawful telecommunications purpose for which it is
authorized provided however such use does not conflict with Section 10 of the MSA. Customer may not
resell, partition, transfer, or sublease Customer Fibers, in whole or in part unless otherwise agreed to in
writing by Affiniti, such agreement not to be unreasonably withheld. Customer agrees and
acknowledges that it has no right to use any fibers that are part of the Fiber Optic Cable, other than
Customer Fibers as specified in this Agreement.
(b) Customer shall keep the Fiber Optic Cable, Customer Fibers, and other property, plant, and equipment
associated therewith, free from any liens, encumbrances, rights, or claims of any third person.
(c) Affiniti may be required to have the route of the fiber changed or re -aligned where the Customer Fibers
are located. Any re -alignment or rerouting of the Customer Fibers will be done in a manner to not
deviate from the Specifications herein. Affiniti shall provide Customer no less than thirty (30) days
advance notice of any such requirement and coordinate with Customer the timing of any maintenance
window to complete any required route change or re -alignment
Maintenance. Affiniti will maintain, reinforce and otherwise preserve the Customer Fibers in accordance
with normal industry standards.
(a) Notification of Service-Affectina Maintenance. Affiniti shall, when possible, notify Customer at least
ten (10) calendar days prior to the date of any activity it will be conducting on or around the Affiniti Fiber
Route affecting maintenance of Customer Fibers. Affiniti shall notify Customer as soon as reasonably
possible after becoming aware of the need for any emergency maintenance.
(b) Unscheduled Maintenance. Affiniti shall provide Unscheduled Maintenance in response to an alarm
identification, notification by Customer of any failure, interruption or impairment in the operation of the
Fiber Route or any event imminently likely to cause the failure, interruption or impairment in the
operation of the Fiber Route. Affiniti shall verify the problem and dispatch personnel as early as possible
to take corrective action.
(c) Restoration Time Frames. Affiniti shall use its commercially reasonable efforts to repair any fiber
disruption, as soon as possible, but no later than two (2) hours after Affiniti receives notification from
anyone of failure, disrepair, impairment or other need for repair; provided, however, that in the event the
Customer Rights are interrupted by a force majeure event, repairs will be made as expeditiously as
possible. Restoration of open fibers on fiber strands not immediately required for service shall be
completed on a schedule reasonably determined by Affiniti.
Affiniti Dark Fiber Service Order Page 3 of 7
DocuSign Envelope ID: 66425814-03A3-4821-BF44-F2OB920C055B
AFFINITI
rwi.ea( ncar«n
10. PRICING/ PAYMENT.
MSA # WELDCNTYCO-LLC-20160603-N-MSA
Order# WELDCNTYCO-LLC-20160603-SO1-DFR-04028
1 One Time Charges* 1336,250.00
(NRC)
2
Term
1120 Months
*All charges for the Service in this Service Order are exclusive of any taxes and other fees and surcharges. Customer shall be
responsible for payment of all applicable taxes that arise out of any jurisdiction, including, without limitation, value added,
consumption, sales, use, gross receipts, excise, acccess and bypass ("Taxes'). Customer shall also be responsible for any property
tax surcharges, additional government fees (including without limitation Federal and Slate regulatory fees), franchise fees, rights of
way fees or charges, license or permit fees, and any other duties, fees, chargese or surcharges imposed on, Incident to or based upon
the provision sale or use of the Services ("other Fees and Surcharges"). If Customer is entitled to an exemption from any of the Taxes
or Other Fees and Surcharges, Customer is responsible for presenting Affinili with a valid exemption certificate (in a form reasonably
acceptable to Affiniti). Afflnitl will give effect to any valid exemption certificate provided in accordance with the foregoing sentence to
the extent it applies to any service billed by Affiniti to Customer following Affiniti's receipt of such exemption certificate. Customer shall
Indemnify, defend and hold Affiniti harmless from payment and reporting of all such Taxes and Other Fees and Surcharges, ind uding
costs, expenses and penalUes Incurred by Affiniti in setting, defending or appealing any claims or actions brought against Affiniti
related to, or arising from, the non-payment of such Taxes and/or Other Fees and Surcharges.
11. TERM/ TERMINATION The initial term of this Service Order is for 120 months ("Initial Term). This Service
Order may be extended for up to one (1) additional 120 month renewal term provided written notice of intent
to renew is provided 180 days prior to the expiration of the Initial Term. Following the termination or
expiration of any Service Term, the Service may be extended on a month -to -month basis upon mutual
written agreement by all parties, in which case additional Service Charges and Other Charges will apply.
Customer shall provide Affiniti 90 -day written notice of termination of the month -to -month service
agreement. Termination is governed by the MSA. Financial obligations of the County payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. Execution of this Agreement by County does not create an obligation on the part of County
to expend funds not otherwise appropriated in each succeeding year.
12. SERVICE LEVEL AGREEMENT- OUTAGE
Definitions. The term "Outage" shall be defined as the failure of a strand of Dark Fiber to materially meet the
performance criteria for a continuous and uninterrupted period of time in such a way that Customer's traffic is
materially impaired. An Outage shall begin upon the earlier of Affiniti's actual knowledge of the Outage or
Affiniti's receipt of notice from Customer of the Outage. An Outage shall terminate when the Dark Fiber
substantially meets the performance criteria and Customer's traffic is no longer materially impaired. The term
"Outage Credit" shall be defined as the credits provided below for an Outage in either a point-to-point or a ring
configuration.
Outaae Credits - Point -to -Point. For Dark Fiber configured in a point-to-point configuration, should an
Outage continue for longer than a twenty-four (24) hour period, Customer shall be entitled to an hour -for -hour
credit for Lease Charges by reason of such Outage beginning in the twenty-fifth (25th) hour. For the avoidance
of doubt, the initial twenty-four (24) hours of an Outage will not be eligible for Outage Credits.
Credit Process. To receive an Outage Credit, Customer must provide written notice to Affiniti's Network
Operating Center at 9208 Waterford Centre Blvd, Suite 150, Austin, TX 78758 or through the Affiniti Support
Portal at www.Affiniti.com or to Customer's Affiniti sales representative within twenty-five (25) days of such
Outage specifying, at a minimum, the applicable Affiniti Service number of the affected Dark Fiber, the Outage
location, date, time, and approximate duration. If hour -for -hour credit is not feasible, Affiniti will issue financial
credit at the end of the Term reflecting a pro -rated contract equivalent to the number of credit hours due
multiplied by $/hour value of dark fiber lease. In no event will the end of term Outage Credit exceed the
equivalent of a one month Lease Charge of the Service Order.
Exceptions . A Dark Fiber failure shall not be considered an Outage if it is: (i) any event caused by the
Customer or its agents, contractors, or any other Person or third parties providing products or services for or
on behalf of Customer in connection with the Dark Fiber Service Order or the MSA; (ii) any event caused by
a fiber, equipment and/or facilities failure on the Customer's side of the Demarcation Point; (iii) any event
caused by the failure of power, facilities, equipment, systems or connections not provided by Affiniti; (iv) any
period of time during which Affiniti personnel or contractors are denied access to Customer locations; (v)
mutually agreed planned network maintenance periods; (vi) any relocation of a Customer location or
reconfiguration of Dark Fiber requested by Customer; or (vii) any event due to a Force Majeure Event as
Affiniti Dark Fiber Service Order Page 4 of 7
Ooc u Sign Envelope ID: 6B 425814-03A3-4821-BF44-F2OB 9200055B
AFFINITI
MSA # W ELDCNTYCO-LLC-20160603-N-MSA
Order# WELDCNTYCO-LLC-20160603-SO1-DFR-04028
defined in the MSA. In the event that Affiniti dispatches personnel for an interruption in service and then
determines that such interruption was caused by (i), (ii), or (iii) above, then Affiniti will invoice Customer for all
labor and other reasonable and documented costs incurred for such dispatch and Customer will pay in full
within thirty (30) days from the date of invoice. Labor rates for such dispatch of Affiniti personnel are as follows:
Senior Level Security Architect
$200 per hour
Senior Level Engineer
$185 per hour
Junior Level Engineer
$135 per hour
Project Manger
$125 per hour
Network Operations Center Analyst
$120 per hour
Field Service Technician
$115 per hour
Alternative Solution, To terminate an Outage Affiniti shall have the option of providing Customer with an
alternative solution to remedy, at least on a temporary basis, the Outage, where such temporary solution may
involve either dark fiber and/or lit services. Customer shall reasonably review such alternative solution and, in
Customer's sole discretion, may either accept or reject such solution.
Chronic Outaae, In the event Customer experiences three (3) or more separate and distinct Outages each
longer than twelve (12) hours in any rolling three (3) month period or if an Outage continues for thirty (30)
days after written notice thereof ("Chronic Outage"), Customer shall have the right to terminate the affected
Dark Fiber Service Order by providing Affiniti with written notice of termination within sixty (60) days following
the third Outage, and such termination shall take affect sixty (60) days from receipt of such notice by Affiniti.
Prior to the date of such termination Customer shall pay any outstanding Lease Charges or fees related to
the affected Dark Fiber then due to Affiniti for services rendered, net of Outage Credits, to be determined and
agreed upon by the parties.
Outaae Liability. Affiniti shall not incur any liability or obligation to Customer by reason of an Outage, except
its obligation to resolve such Outage utilizing the procedures described in Appendix A attached and
incorporated herein and to credit Customer with the Outage Credits as described above. Customer's right to
receive such Outage Credits shall be Customer's sole and exclusive remedy in the event of an Outage.
13. DISPUTES. Disputes are governed by the MSA.
Affiniti Dark Fiber Service Order Page 5 of 7
DocuSign Envelope ID: 66425814-03A3-4821-BF44-F2DB920C0558
AFFINITI
Agreed between
Affiniti, LLC
w
MSA# W ELDCNTYCO-LIC-20160603-N-M SA
Order# WELDCNTYCO-LLC-20160603-5O1-DFR-04028
Authorized Representative
Chip White
Printed Name
VP Sales - Western Division
Title
08/05/2016
Date
Customer: Weld County
ATTEST: ;J!
Weld County Clerk to the Board
BY: I — 31:mo
O;tyCINk to the Board
I'll f IwV L.V no I I LAyl-iI,,0.J.
APPROVE r AS TO
County ttorney
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COtORADO
a
Julie Cozad, Pro -T
Au 3 1 2016
APPRO D .,a 0 S . ;STCE:
h dead oth
ed Official or epartment Head
JNIA
LII3itector of General Services
Affiniti Dark Fiber Service Order
Page 6 of 7
Ooc u Sign Envelope ID: 6B 425814-03A3-4821-BF44-F2OB 920C055B
AFFINITI
MSA # WELDCNTYCO-LLC-20160603•N•MSA
Order# WELDCNTYCO-LLC•20160603-SO1-DFR-04028
APPENDIX A
OUTAGE RESOLUTION AND RESTORATION PROCEDURES
Outages. Affiniti shall respond to outage events giving rise to the need for Non -Routine Maintenance ("Outage")
as soon as practicable (allowing for delays due to a Force Majeure event) in accordance with the procedures set
forth herein.
Subordination to Utility Company Activities. Parts of the Telecom Network may be located in electric utility
company power space which is controlled by the electric utility company. As such, during time of utility company
electrical emergency and restoration, the Telecom Network containing Customer's Dark Strands may become
subordinate to utility restoration activities. Affiniti shall repair Customer's Dark Strands as soon as practicable.
Such restoration may include a temporary repair if determined by Affiniti to be appropriate. Permanent repairs
will take place as soon as practical after the temporary repair has been completed.
Cut Fibers. Restoring operating capability to Customer's Dark Strands after a cut of the Fibers shall be
accomplished as soon as practicable under the circumstances. Promptly upon arriving on the site of the cut
Affiniti shall determine the course of action to be taken to restore the Fibers and shall begin restoration efforts.
Affiniti shall cause the splice of fiber strands in a manner that it determines to be the most appropriate in its
reasonable judgment. Operating fiber strands in all buffer tubes, ribbons or fiber bundles shall have priority over
non -operating fiber strands in order to allow transmission systems to come back on line.
Repair. Affiniti shall maintain sufficient communications with Customer during any Emergency Non -Routine
Maintenance in order to provide coordination during the repair process. When correcting or repairing Fibers
discontinuity or damage, including, without limitation, Emergency Non -Routine Maintenance, Affiniti shall use
commercially reasonable efforts to repair the traffic -affecting discontinuity within 24 hours after the occurrence of
such event. This may require the use of a mechanical splice to complete a temporary restoration. In such event,
within 24 hours after completion of any such temporary restoration, Affiniti shall commence its planning for
permanent repair, and thereafter shall promptly notify Customer of such plans, and shall implement such
permanent repairs within a reasonable period of time thereafter. Restoration of fiber strands not immediately
required for service shall be completed on a mutually agreed -upon schedule. If the fiber strands are required for
immediate service, the repair shall be scheduled for the next available Routine Maintenance period.
Splicing. In performing permanent repairs Affiniti shall at all times follow its splicing standards and practices
then in effect which shall, at a minimum, comply with those currently considered to be industry accepted
standards.
Affiniti Dark Fiber Service Order Page 7 of?
DocuSign Envelope ID: 6B425814-03A3-4821-BF44-F2DB920C055B
AFFINITI
aar.etcon
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
This Master Service Agreement (the "Agreement") is made and entered into as of Effective Date, by and between
Affiniti, LLC ("Affiniti"), located at 9208 Waterford Centre Boulevard, Suite 150, Austin, TX 78758 and the Customer
identified as:
Company Name: Weld County, Colorado,
and Through the Board of County Commissioners,
Contact: Mike Wallace
Address: 1551 N. 17th Ave. Telephone: (9701 304-6455
City: Greeley State: CO
M.o. 80631 E-mail: mrwIlace( weldaov.com
WHEREAS, County desires to retain Affiniti to perform services as more particularly set forth below; and
WHEREAS, Affiniti has the ability, qualifications, and time available to timely perform the services, and is willing
to perform the services according to the terms of this Agreement.
WHEREAS, Affiniti is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the services as set forth below;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the
parties hereto agree as follows:
ARTICLE 1. DEFINITIONS
Affiliate: Any entity that controls, is controlled by or is under common control with Affiniti.
Agreement: The Master Services Agreement General Terms and Conditions, all Service Orders, the E -Rate or
Healthcare Connect Fund Program Addendum (if applicable) and any other documents, or other written sources
incorporated or referenced therein that, together, are intended by the Parties to constitute the agreement between
them.
Affiniti: Affiniti, LLC
Affiniti Equipment: Any and all facilities, equipment or devices provided by Affiniti or its authorized contractors at
the Service Location(s) that are used to deliver any of the Services including, but not limited to, all terminals,
wires, lines, circuits, ports, routers, gateways, switches, channel service units, data service units, cabinets, and
racks.
Billing Date: Commences on the Service Start Date.
Claim: Is defined in Article 7 of the General Terms and Conditions
Confidential Information: Confidential, proprietary or competitively -sensitive information or materials provided
by a Party, regardless of whether provided in writing or verbally and regardless of whether contemporaneously
marked or, in the case of verbal communications, otherwise identified as confidential or proprietary, related to the
disclosing Party's business. Without limiting the generality of the foregoing, Confidential Information shall include,
even if not marked, the Agreement, all Licensed Software, promotional materials, proposals, quotes, rate
information, discount information, subscriber information, network upgrade information and schedules, network
operation information (including without limitation information about outages and planned maintenance) and
invoices, as well as the parties' communications regarding such items . Notwithstanding anything else to the
contrary, "Confidential Information» does not include information that the receiving Party can establish by written
evidence: (1) was rightfully in the receiving Party's possession before receipt from the disclosing Party: (2) is or
became available to the public through no fault of the receiving Party; (3) is received rightfully and in good faith
Page Iof13
Affiniti, LLC • 9208 Waterford Centre Blvd Suite 150, Austin, TX 78758 • www affin iti.com
2016-2779
DocuSign Envelope ID: 68425814-03A3-4821-BF44-F2DB920C0558
AFFINITI
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20.160603-N-MSA
by the receiving Party from a third party, without any wrongful activity by such third party, and without any
obligation of confidentiality owed by the third party; or (4) is independently developed by the receiving Party
without reference to Confidential Information received under this agreement.
Customer: Affiniti's counterparty identified in the Preamble to this Agreement
Customer Demarcation Point: The physical location at which Affiniti terminates its equipment and makes the
Services available for use by the Customer (also known as a "Demarc").
Customer -Owned Equipment: Any and all facilities, equipment or devices supplied by Customer, including
Customer leased equipment through a third party, for use in connection with the Services.
Device: Such as, but not limited to, a SIP trunk, a physical phone, a soft phone, a fax machine or other IP-
enabled communications device for which Services are billed to a Customer's account.
Effective Date: The date this Agreement and/or Service Order(s) become binding and enforceable is upon
execution by both authorized representatives of the Parties as evidenced by the signatures and date on the
Agreement below and on the Service Order(s).
Equipment: All of the hardware and software used by Affiniti, in its sole discretion, to enable the provision of
Services to Customer and communications services to third parties.
E -Rate Program: The Universal Service support mechanism for schools and libraries established by the Federal
Communications Commission, and administered by the Schools and Libraries Division of the Universal Service
Administrative Company ("Schools and Libraries Division"), or any successor program. E -rate Addendum terms
are applicable to Services and Equipment for which Customer intends to seek funding from the E -rate Program.
Force Majeure Event: With respect to a Party, any event or circumstance (except any obligation of a Party to
make payment of money to the other Party) not in existence on the Effective Date that is not caused by that Party,
is beyond the Party's reasonable control, and the consequences of which prevent that Party from complying with
any of its obligations under the Agreement except that a Force Majeure Event will not include an increase in
prices, the denial, in whole or in part, of E -Rate Program funding for any Service, or a change in law.
HCF Program: The Healthcare Connect Fund Universal Service support mechanism for health care providers
established by the Federal Communications Commission, and administered by the Rural Health Care Program of
the Universal Service Administrative Company, or any successor program. HCF Addendum terms are applicable
to Services and Equipment for which Customer intends to seek funding from the HCF Program.
Licensed Software: Computer software or code provided by Affiniti or required to use the Services, including
without limitation, associated documentation, and all updates thereto.
Other Charge: Charge other than a Service Charge, including, but not limited to, an amount charged to the
Customer for installation charges, charges for the use of Affiniti Equipment, usage charges for additional
outbound minutes, toll -free charges, international long distance charges, or per -call charges, monthly DID line
charges, USF fees, text messaging or data charges from a third party carrier, local loop or toll -free charges,
number port charges, expedited port charges, directory or phone book charges, charges for service calls,
maintenance and repair charges, and applicable federal, state, and local taxes, fees, surcharges and
recoupments (however designated), and other recurring or one-time charges.
Party: A reference to Affiniti or the Customer; and in the plural, a reference to both companies.
Returned Checks: Affiniti shall charge each Customer account a fee of thirty-six dollars ($36.00) for any
Customer payment checks that are returned to Affiniti for any reason.
Service or Services: Managed PBX, hosted VoIP service, WAN service, Internet access service, or other
communications services provided by Affiniti to Customer and described more fully in a Service Order.
Service Charge: Means the fee for any Service.
Page 2 of 13
Affiniti, I,LC • 9208 Waterford Centre Blvd Suite 150, Austin, TX 78758 • www.affin iti.com
DocuSign Envelope ID: 6B425514-03A3-4821-BF44 20B9200055B
AFFINITI
evolved rorrxct+on
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
Service Start Date: The date(s) on which Affiniti first makes Service available for use by Customer. A single
Service Order containing multiple Service Locations or Services may have multiple Service Start Dates.
Affiniti shall provide electronic notification to Customer that the Services are available for use, and the
Customer and Affiniti agree that the date of electronic notification shall be called the "Service Start Date." The
Term 6f the Agreement and/or Service Order(s) commences upon the Service Start Date and not the
Effective Date.
Service Order: A request for Affiniti to provide the Services to Service Location(s) submitted by Customer to
Affiniti (a) on a then -current Affinitl form designated for that purpose or (b) if available, through a Affiniti electronic
order processing system designated for that purpose.
Service Location(s): The Customer location(s) where Affiniti provides the Services.
Service Outage: Loss of service other than any outage that: a) is not reported by Customer to Affiniti within (5)
days of the occurrence; b) is less than (5) minutes in duration; c) is attributable to Affiniti's scheduled or
emergency maintenance; d) is a result of inability to access the Customer premises; e) is a result of Customers
equipment or users; or f) is due to Force Majeure (see Section 11.1) or by any other cause not within the control
of Affiniti.
Service Term: The duration of time (commencing on the Service Start Date) for which Services are ordered, as
specified in a Service Order(s).
Site Access: 24 hour a day, 365 day a year access to the Customer's premises provided to Affiniti in order to
install, maintain, or restore Service or perform preventative maintenance.
Tariff: A federal or state Affiniti tariff and the successor documents of general applicability that replace such
tariff in the event of detariffing.
Term: Is defined in Article 4 of the General Terms and Conditions of the Agreement.
Termination Charges: Notwithstanding the Non -Appropriations language in Article 5.5, charges that may be
imposed by Affiniti if, prior to the end of the applicable Service Term (a) Affiniti terminates Services for cause or
(b) Customer terminates any Service in total or on a site by site basis without cause. Termination Charges with
respect to each Service terminated during the initial Service Term shall equal, in addition to all amounts payable
by Customer in accordance with Section 5.3 of the General Terms and Conditions, a prorated portion of any
nonrecurring fees to be calculated according to the amount of months left in the Term of the Service Order, one
hundred percent (100%) of the remaining monthly recurring fees that would have been payable by Customer
under the applicable Service Order if the terminated Service(s) had been provided until the end of the initial
Service Term, and one hundred percent (100%) of any amount paid by Affiniti in connection with Custom
Installation, as that term is defined in Section 2.6 of the General Terms and Conditions, for the Services provided
by Affiniti under such Service Order(s).Termination charges will be associated with each Service Order.
ARTICLE 2. DELIVERY OF SERVICES
2.1 Service Orders. Customer shall submit to Affiniti a properly completed Service Order to initiate Services
to a Service Location(s), which will include scope, schedule and price. A Service Order shall become binding
on the Parties when it is fully executed by both Parties (the Effective Date). When a Service Order becomes
effective it shall be deemed part of, and shall be subject to, the Agreement.
2.2 Access. Customer, at no cost to Affiniti, shall secure and maintain all Site Access rights and
responsibilities at all Service Location(s) for Affiniti to install and provide the Services. In addition, Customer
shall provide an adequate environmentally controlled space and such electricity as may be required for
installation, operation, and maintenance of the Affiniti Equipment used to provide the Services within the
Service Location(s). Affiniti, its employees and authorized contractors will be allowed onto the County's
property with no charge upon prior arrangement with the County.
Page 3 of 13
Affiniti, LLC • 9208 Waterford Centre Blvd Suite 150. Austin. TX 78758 • www.affinitLcom
DocuSign Envelope ID: 6B425814-03A3-4821-6F44-F2DB920C055B
AFFINITI
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
2.3 Service Start Date. Upon installation, connection, testing and acceptance of the necessary facilities and
equipment to provide the Services, Affiniti shall provide electronic notification to Customer that the Services
are available for use, which date of electronic notification shall be called the "Service Start Date." Any failure or
refusal on the part of Customer to be ready to receive the Services on the Service Start Date shall not relieve
Customer of its obligation to pay applicable Service charges. The Term of the Agreement commences upon
the Service Start Date and not the Effective Date.
2.4 Affiniti Equipment. Affiniti Equipment is and shall remain the property of Affiniti regardless of where
installed, and shall not be considered a fixture or an addition to the land or the Service Location(s). At any
time, with prior notification to County, Affiniti may remove or change Affiniti Equipment at its sole discretion in
connection with providing the Services. Customer shall not alter any Affiniti Equipment or permit others to do
so, and shall not use the Affiniti Equipment for any purpose other than that authorized by the Agreement
unless authorized by Affiniti. Affiniti shall maintain Affiniti Equipment in good operating condition. Such
maintenance shall be at Affiniti's expense only to the extent that it is related to and/or resulting from the
ordinary and proper use of the Affiniti Equipment. Customer is responsible for damage to, or loss of, Affiniti
Equipment caused by its acts, omissions, fire, theft or other casualty unless caused by the negligence or willful
misconduct of Affiniti. Customer agrees not to take any action that would directly or indirectly impair Affiniti's
title to the Affiniti Equipment, or expose Affiniti to any claim, lien, encumbrance, or legal process, except as
otherwise agreed in writing by the Parties. Following Affiniti's discontinuance of the Services to the Service
Location(s), Affiniti retains the right to remove the Affiniti Equipment. To the extent Affiniti removes such Affiniti
Equipment, it shall be responsible for returning the Service Location(s) to its prior condition, wear and tear
excepted.
2.5 Customer -Owned Equipment. Affiniti shall have no obligation to install, operate, or maintain Customer -
Owned Equipment. Customer alone shall be responsible for providing maintenance, repair, operation and
replacement of Customer -Owned Equipment. All Customer -Owned Equipment and wiring that Customer uses in
connection with the Services must be fully compatible with the Services. Customer shall be responsible for the
payment of all charges, which must be approved by customer in advance, in writing, for troubleshooting,
maintenance or repairs attempted or performed by Affiniti's employees or authorized contractors when the
difficulty or trouble report results from Customer -Owned Equipment.
2.6 Engineering Review. Each Service Order submitted by Customer shall be subject to an engineering review
by Affiniti. The engineering review will determine if additional costs or time is required, whether to provide the
ordered Services at the requested Service Location(s), or whether Service installation has to be expedited to
meet the Customer's requested Billing Date ("Custom Installation"). Affiniti will provide Customer written
notification in the event Service installation at any Service Location will require an additional one-time
nonrecurring installation fee ("Custom Installation Fee"). Customer must approve additional costs in writing prior
to performance.
2.7 Administrative Web Site. Affiniti may, at its sole option, make one or more administrative web sites available
to Customer in connection with Customer's use of the Services. Affiniti may furnish Customer with one or more
user identifications and/or passwords for use on such administrative web site(s). Customer shall be responsible
for the confidentiality and use of such user identifications and/or passwords and shall immediately notify Affiniti if
there has been an unauthorized release, use or other compromise of any user identification or password. In
addition , Customer agrees that its authorized users shall keep confidential and not distribute any information or
other materials made available by such administrative web site(s). Customer shall be solely responsible for all use
of such administrative web site(s), and Affiniti shall be entitled to rely on all Customer uses of and submissions to
such administrative web site(s) as authorized by Customer. This administrative web site will not be used for
notification of pricing changes.. .Affiniti shall not be liable for any loss, cost, expense or other liability arising out of
any Customer use of such administrative web site(s) or any information on such administrative web site(s). Affiniti
may change or discontinue such administrative web site(s). or Customer's right to use such administrative web
site(s), upon prior approval of Customer.
2.8 Permitting and Landlord Approval. Customer shall be required to obtain the written consent of the owner of
any leased premises in which Customer requests Affiniti to install Service Equipment. No service outage or
Page 4 of 13
Affiniti, LLC • 9208 Waterford Cent re Blvd Suite 150, Austin , TX 78758 • www.affinit i.c orn
DocuSign Envelope ID: 6B425B14-03A3-4821-BF4¢20B920C055B
AFFINITI
a otw:d connect ons
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
impairment resultant or service credits will be afforded in the case that Affinit cannot attain access needed to
provide services.
2.9 Service Access Security. Customer shall be responsible for Service access security, such as control over
users of the Service. Affiniti provides no user access security with respect to any of its customers or facilities of
others connected to the Internet.
2.10 Protection from Internet Vulnerabilities. Customer understands and agrees that use of the Service
provides no protection from vulnerabilities of the Internet, such as, but not limited to, viruses and theft of computer
data. Customer is solely responsible for protecting Customer -Owned Equipment from these vulnerabilities
through use of such software as firewalls and virus protection. Affiniti reserves the right to suspend Customer's
Service should Affiniti detect virus or other activities emanating from Customer -Owned equipment and that
degrade Affiniti's Service provision.
2.11 Service Performance.
a) Responsibility: Customer understands that Affiniti does not own or control other networks outside of the
Service, nor is Affiniti responsible for performance (or nonperformance) within such other networks or within
non-Affiniti operated interconnection points between the Service and other networks. Affiniti will not be held
liable for any delay in the Service Start Date as a result of third party services or other network provider
services. However, Affiniti will work with the Customer to reasonably ensure that performance from the
Customer's site to the Service is maximized.
b) Network Availability (Uotime Service Level Aareementl: Affiniti is committed to providing Customer with
maximum network service availability. Affiniti's Service Level Agreement ("SLA") is outlined in the Service
Order(s). Affiniti reserves the right to modify the SLA from time to time with written approval from County for
changes effective as to County.
2.12 CHANGES TO THE AGREEMENT TERMS. Affiniti may change or modify the Agreement and any
related policies from time to time, as mutually agreed upon in writing by the Parties, which change(s) shall be
in the form of an amendment.
ARTICLE 3. CHARGES, BILLING AND PAYMENT
3.1 Charges. Customer shall pay Affiniti one hundred percent (100%) of the Custom Installation Fee to Affinitl
prior to the installation of Service, unless otherwise agreed to by the Parties on the Service Order. Customer
further agrees to pay all Service Charges and Other Charges associated with the Services, as set forth or
referenced in the applicable Service Order(s) or invoiced by Affiniti. Some Services, such as measured and per -
call charges, may be invoiced after the Service has been provided to Customer.
3.2 Third -Party Charges. Customer may incur charges from third party service providers that are separate and
apart from the amounts charged by Affiniti. These may include, without limitation, charges resulting from
accessing on-line services, calls to parties who charge for their telephone based services, purchasing or
subscribing to other offerings via the Internet or otherwise. Customer agrees that all such charges, including all
applicable taxes, are Customer's sole responsibility. In addition, Customer is solely responsible for protecting the
security of credit card information provided to others and any liabilities incurred in connection with such
transactions.
3.3 Payment of Bills. Except as otherwise indicated herein or on the Service Order(s): (a) Affiniti will invoice
Customer in advance on a monthly basis for all monthly recurring Service charges and fees arising under the
Agreement; and (b) all Other Charges will be billed monthly in arrears. Customer shall make payment to Affiniti for
all invoiced amounts within 30 days after the date of the invoice. Any amounts not paid to Affiniti within such period
will be considered past due. In certain cases, Affiniti may agree to provide billing services on behalf of third parties,
as the agent of the third party. Any such third -party charges shall be payable pursuant to any contract or other
arrangement between Customer and the third party. Affiniti shall not be responsible for any dispute regarding
these charges between Customer and such third party. Customer must address all such disputes directly with the
third party. In addition, Affiniti may bill on a monthly, quarterly, semi-annual, or annual basis as set forth under the
terms of the Service Order(s).
Page 5 of 13
Affiniti, LLC • 9208 Waterford Cent re Blvd Suite 150, Austin , TX 78758 • www.affinit i.c om
DocuSign Envelope ID: 6B425814-03A3-4821-BF44-F2DB920C055B
AFFINITI
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
3.4 Partial Payment. No acceptance of partial payment(s) by Affiniti shall constitute a waiver of any rights to
collect the full balance owed under the Agreement.
3.5 Intentionally Omitted.
3.6 Taxes and Fees. Customer is responsible for providing Affiniti with certification of tax-exempt status.
Customer is responsible for paying all applicable local, state, and federal taxes or fees (however designated)
assessed in connection with Customer's Services. Customer will be responsible to pay any Service fees, payment
oblrgations and taxes that become applicable retroactively.
3.7 Other Government -Related Costs and Fees. Affiniti reserves the right to invoice Customer for any fees or
payment obligations in connection with the Services imposed by governmental or quasi -governmental bodies in
connection with the sale, installation, use, or provision of the Services. In the event of such material change
parties agree to confer on the additional cost..
3.8 Disputed Invoice. If Customer disputes any portion of an invoice, Customer must pay the undisputed
portion of the invoice and submit a written claim, including all documentation substantiating Customer's claim, to
Affiniti for the disputed amount of the invoice by the invoice due date. The Parties shall negotiate in good faith to
resolve the dispute. However, should the Parties fail to mutually resolve the dispute within 60 days, customer
shall either pay the invoice or pursue legal remedy.
3.9 Past -Due Amounts. Any undisputed payment not made when due will be subject to a reasonable late
charge not to exceed the lesser of 1.5% per month or the highest rate allowed by law on the unpaid invoice. If
Customer's account is delinquent, Affiniti may refer the account to a collection agency or attorney that may
pursue collection of the past due amount and/or any Affiniti Equipment that Customer fails to return in
accordance with the Agreement. If Affiniti is required to use a collection agency or attorney to collect any amount
owed by Customer or any unreturned Affiniti Equipment, Customer agrees to pay all reasonable costs of
collection or other action. The remedies set forth herein are in addition to and not in limitation of any other rights
and remedies available to Affiniti under the Agreement or at law or in equity.
3.10 Rejected Payments. Except to the extent otherwise prohibited by law, Customer will be assessed a
service charge up to the full amount permitted under applicable law for any check or other instrument used to
pay for the Services that has been rejected by the bank or other financial insutution.
3.11 Fraudulent Use of Services. Customer is responsible for all charges attributable to Customer with respect
to the Services, even if incurred as the result of fraudulent or unauthorized use of the Services. Affiniti may, but is
not obligated to, detect or report unauthorized or fraudulent use of Services to Customer. Affiniti reserves the
right to restrict, suspend or discontinue providing any Service with or without notice, in the event of fraudulent use
by Customer.
ARTICLE 4. TERM
4.1 Agreement Term. Notwithstanding the Non -Appropriations language in Section 5.5, this Agreement shall
remain in effect until terminated upon the expiration or other termination of the final existing Service Order
entered into under this Agreement.
4.2 Service Order Term and Renewal. The term of a Service Order shall commence on the Service Start Date
and shall terminate at the end of the stated Service Term of such Service. Unless otherwise stated in these terms
and conditions, if a Service Order does not specify a term of service, the Service Term shall be three years (3)
with automatic renewal ("Initial Term"), unless cancelled prior to 90 days prior to the end of the Initial Term. Upon
the expiration of the initial Service Term of any Service Order, the Service Order shall, upon agreement of the
parties, renew for successive periods of one year (each a "Renewal Term" and, unless otherwise distinguished
herein, also referred to as a "Service Term"), unless otherwise stated in this Agreement or Service Order or prior
notice of non -renewal is delivered by either Party to the other at least 90 days before the expiration of the then
current Service Term. Such terminatfon shall be effective at the expiration of the then -current Service Term.
Thereafter, the contract may continue month -to -month upon mutual written agreement by all parties.
4.3 Changes In Monthly Recurring Service and Charges. Except as otherwise identified in the Agreement, at
any time during the initial Service Term and any subsequent renewal terms, Affiniti may increase the monthly non-
recurring and recurring charges and bandwidth for services, including, but not limited to managed services,
Page 6 of 13
Afliniti, LLC • 9208 Waterford Centre Blvd Suite 150. Austin, TX 78758 • www.affiniti com
DocuSign Envelope ID: 6B425814-03A3-4821-6F44-F2DB920C055B
AFFINITI
cwirud con.ncrons
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
Internet, transport, and voice and/or video Services subject to 30 days prior notice to and written approval of
Customer as set forth in a new Service Order. Effective at any time after the end of the initial Service Term and
any subsequent renewal term, the contract may be continued on a month to month basis upon mutual written
agreement by all parties. Affiniti may modify the monthly recurring charges for any Service Order subject to 30
days prior notice to Customer . Customer will have 30 days from receipt of such notice to cancel the applicable
Service without further liability.
ARTICLE 5. TERMINATION OF AGREEMENT AND/OR A SERVICE ORDER
5.1 Termination for Convenience. Either party has the right to terminate this Agreement, with or without cause
on ninety (90) days written notice. Notwithstanding any other term or provision in this Agreement, Customer shall
have the right to terminate a Service Order in total or on a site by site basis, in whole or in part, at any time during
the Service Term upon 60 days prior written notice to Affiniti, subject to payment to Affiniti of all outstanding
amounts due for the Services under the period of the entire Initial Service Term or effective Renewal Term, as
applicable, any and all applicable Termination Charges, and the return of any and all Affiniti Equipment. Such
termination shall be effective 60 days after Affiniti's receipt of the termination notice.
5.2 Termination for Cause. (a) If Customer is in breach of a payment obligation (including failure to pay a
required deposit), and fails to make payment in full within 10 days after receipt of written notice of default, or has
failed to make payments of all undisputed charges on or before the due date on 3 or more occasions during any
12 month period, Affiniti may, at its option, terminate this Agreement, terminate the affected Service Orders,
suspend Service under the affected Service Orders, and/or require a deposit, advance payment, or other
satisfactory assurances in connection with any or all Service Orders as a condition of continuing to provide the
Services. However, Affiniti will not take any such action as a result of Customer's non-payment of a charge that is
the subject of a timely billing dispute, unless the Parties have reviewed the dispute and determined in good faith
that the charge is correct. (b) If either Party breaches any material term of this Agreement and the breach
continues without remedy for 30 days after notice of default, the non -defaulting Party may terminate for cause
any Service Order materially affected by the breach. (c) A Service Order may be terminated by either Party
immediately upon notice if the other Party has become insolvent or involved in liquidation or termination of its
business, or adjudicated bankrupt, or been involved in an assignment for the benefit of its creditors. (d)
Termination by either Party of a Service Order does not waive any other rights or remedies that it may have
under this Agreement.
5.3 Effect of Expiration or Termination of the Agreement or a Service Order. Upon the expiration or
termination of a Service Order in whole or in part, for any reason: (i) Affiniti may disconnect the applicable
Service; (ii) Affiniti may delete all applicable data, files, electronic messages, voicemail or other information
stored on Affiniti's servers or systems after providing County 30 days notice and opportunity to retrieve; (iii) if
Customer has terminated the Service Order, in whole or in part, prior to the expiration of the Service Term for
convenience, or if Affiniti has terminated the Service Order, in whole or in part, prior to the expiration of the
Service Term as a result of material breach by Customer, Affiniti may assess and collect from Customer
applicable Termination Charges; (iv) Customer shall, permit Affiniti access to retrieve from the applicable Service
Locations any and all Affiniti Equipment (however, if Customer fails to permit access, or if the retrieved Affiniti
Equipment has been damaged and/or destroyed other than by Affiniti or its agents, normal wear and tear
excepted, Affiniti may invoice Customer for the full replacement cost of the relevant Affiniti Equipment, if repair is
not reasonable or in the event of minor damage to the retrieved Affiniti Equipment, the cost of repair, which
amounts shall be immediately due and payable; and (v) if used in conjunction with the terminated Service,
Customer's right to use applicable Licensed Software shall automatically terminate, and Customer shall be
obligated to return the Licensed Software to Affiniti.
5.4 Regulatory and Legal Changes. The Parties acknowledge that the respective rights and obligations of
each Party as set forth in this Agreement upon its execution are based on law and the regulatory environment as
it exists on the date of execution of this Agreement. Affiniti may, in its sole discretion, immediately. Upon written
mutual agreement of the parties may terminate this Agreement, in whole or in part, in the event there is a
material change in any law, rule, regulation, denial of funding from the E -Rate or HCF Program, Force Majeure
Page 7 of 13
Afliniti, LLC • 9208 Waterford Centre Blvd Suite 150, Austin, TX 78758 • www.affiniti.com
DocuSign Envelope ID: 6B425814-03A3-4821-BF44-F2DB920C055B
AFFINITI
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
Event, or judgment of any court or government agency, if such change materially affects Affiniti's ability to
provide the Services herein or Customer's ability to meet any of its obligations under this Agreement.
5.5 Non -Appropriation. Notwithstanding any other provision herein to the contrary, this MSA and Customer's
obligations hereunder are expressly subject to and contingent upon funds for such purpose being budgeted and
appropriated. If Customer is unable to appropriate the payments required pursuant to this Agreement, or if such
appropriations are insufficient during any fiscal year, and Customer is not otherwise in default, Customer may at
its option elect to terminate this Agreement and be released from any further obligations upon the giving of ninety
(90) days' written notice to Affiniti; provided however, that Customer may not terminate this Agreement for non -
appropriation, in order to obtain functionally equivalent services from a third party.
ARTICLE 6. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES; WARNINGS
6.1. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, OF ANY KIND
INCLUDING BUT NOT LIMITED TO ANY LOSS REVENUE, LOSS OF USE, LOSS OF BUSINESS OR LOSS
OF PROFIT, WHETHER SUCH ALLEGED LIABILITY ARISES IN CONTRACT OR TORT, THAT IS CAUSED
BY THAT PARTY.
6.2. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH
WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT ALLOWED BY
LAW.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AFFINITI DOES NOT WARRANT THAT
THE SERVICES, AFFINITI EQUIPMENT, OR LICENSED SOFTWARE WILL BE UNINTERRUPTED, ERROR -
FREE, OR FREE OF LATENCY OR DELAY, OR THAT THE SERVICES, AFFINITI EQUIPMENT, OR LICENSED
SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICES, AFFINITI EQUIPMENT,
OR LICENSED SOFTWARE WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES.
6.3. AFFINITI MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES,
AFFINITI EQUIPMENT, OR LICENSED SOFTWARE FOR USE BY THIRD PARTIES.
6.4. IN NO EVENT SHALL AFFINITI, OR ITS ASSOCIATED PARTIES, SUPPLIERS, CONTRACTORS OR
LICENSORS BE LIABLE FOR ANY LOSS, DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO:
(i) STORED, TRANSMITTED, OR RECORDED DATA, FILES, OR SOFTWARE; (ii) ANY ACT OR OMISSION OF
CUSTOMER, ITS USERS OR THIRD PARTIES; (iii) INTEROPERABILITY, INTERACTION OR
INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES OR NETWORKS
PROVIDED BY CUSTOMER OR THIRD PARTIES; OR (iv) LOSS OR DESTRUCTION OF ANY CUSTOMER
HARDWARE, SOFTWARE, FILES OR DATA RESULTING FROM ANY VIRUS OR OTHER HARMFUL
FEATURE OR FROM ANY ATTEMPT TO REMOVE IT
6.5 DISRUPTION OF SERVICE. The Services are not infallible and are not designed or intended for use in
situations requiring uninterruptible performance or in which an error or interruption in the Services could lead to
severe injury to business, persons, property or environment ("High Risk Activities"). Customer expressly
assumes the risks of any damages resulting from High Risk Activities. Affiniti shall not be liable for any
inconvenience, loss, liability, or damage resulting from any interruption of the Services, directly or indirectly
caused by, or proximately resulting from, any circumstances.
6.6. Certain of the above exclusions may not apply if the state in which a Service is provided does not allow the
exclusion or limitation of implied warranties or does not allow the !Imitation or exclusion of incidental or
consequential damages. In those states, the liability of Affiniti and Its Affiliates and agents is limited to the
maximum extent permitted by law.
ARTICLE 7. INDEMNIFICATION
7.1. Subject to Article 6, and to the extent permitted by law, each Party ("Indemnifying Party") will indemnify and
hold harmless the other Party ("Indemnified Party"), its affilfates, officers, directors, employees, stockholders,
partners, providers, independent contractors and agents from and against any and all joint or several costs,
Page 8of13
Affiniti, LLC • 9208 Waterford Centre Blvd Suite 150, Aus tin, TX 78758 • www.affiniti.com
DocuSign Envelope ID: 68425814-03A3-4821-BF44-F2D6920C055B
AFFINITI
conntaKes
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
damages, losses, liabilities, expenses, judgments , fines, settlements and any other amount of any nature,
including reasonable fees and disbursements of attorneys, accountants, and experts, arising from any and all
claims, demands, actions, suits, or proceedings whether civil, criminal, administrative, or investigative
(collectively, "Claims") by or on behalf of any third party relating to: (i) the negligence or willful act or omission of
Indemnifying Party arising out of or related to the Agreement , the obligations hereunder, and uses of Services,
Affiniti Equipment, and Licensed Software; and (ii) any alleged infringement of a U.S. patent or U.S. copyright
arising out of or related to this Agreement, the obligations hereunder, and the use of Services, Affiniti Equipmen,t
and Licensed Software.
7.2. The Indemnifying Party agrees to defend the Indemnified Party for any loss, injury, liability, claim or demand
("Actions") that is the subject of Article 7 hereof. The Indemnified Party agrees to notify the Indemnifying Party
promptly, in writing, of any Actions , threatened or actual, and to cooperate in every reasonable way to facilitate
the defense or settlement of such Actions. The Indemnifying Party shall assume the defense of any Action with
counsel of its own choosing, but which is reasonably satisfactory to the Indemnified Party. The Indemnified Party
may employ its own counsel in any such case, and shall pay such counsel's fees and expenses. The
Indemnifying Party shall have the right to settle any claim for which indemnification is available; provided,
however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any
action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim
without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld,
conditioned or delayed.
ARTICLE 7A. BINDING ARBITRATION -Intentionally Omitted
ARTICLE 8. SOFTWARE & SERVICES
8.1 License. If and to the extent Customer requires the use of Licensed Software in order to use the Services
supplied under any Service Order, Customer shall have a personal, nonexclusive, nontransferable, and limited
license to use the Licensed Software in object code only and solely to the extent necessary to use the applicable
Service during the Service Term. Customer may not claim title to, or an ownership interest in, any Licensed
Software (or any derivations or improvements thereto) and Customer shall execute any documentation
reasonably required by Affiniti, including, without limitation, end -user license agreements for the Licensed
Software. Affiniti and its suppliers shall retain ownership of the Licensed Software, and no rights are granted to
Customer other than a license to use the Licensed Software under the terms expressly set forth in this
Agreement.
8.2 Restrictions. Customer agrees that it shall not: (i) copy the Licensed Software (or any upgrades thereto or
related written materials) except for emergency back-up purposes or as permitted by the express written consent
of Affiniti; (ii) reverse engineer, decompile, or disassemble the Licensed Software; (iii) sell, lease, license, or
sublicense the Licensed Software; or (iv) create, write, or develop any derivative software or any other software
program based on the Licensed Software.
8.3 Updates. Customer acknowledges that the use of the Services may periodically require updates and/or
changes to certain Licensed Software resident in the Affiniti Equipment or Customer -Provided Equipment. If Affiniti
has agreed to provide updates and changes, Affiniti may perform such updates and changes remotely or on -site,
at Affiniti's sole option. Customer hereby consents to, and shall provide free access for, such updates deemed
reasonably necessary by Affiniti.
8.4 Ownership of Telephone Numbers and Addresses. Customer acknowledges that use of the Services does
not give it any ownership or other rights in any telephone number or Internet/on-line addresses provided, including
but not limited to Internet Protocol ("IP") addresses, e-mail addresses and web addresses.
8.5 Intellectual Property Rights in the Services. Title and intellectual property rights to the Services are owned
by Affiniti, its agents, suppfiers or Affiliates or their licensors or otherwise by the owners of such material. The
copying, redistribution , reselling, bundling or publication of the Services, in whole or in part, without express prior
written consent from Affiniti or other owner of such material, is prohibited.
Page 9 of 13
Affiniti, LLC • 9208 Waterford Centre Blvd Suite 150, Aus tin, TX 78758 • www.affiniti.com
DocuSign Envelope ID: 68425814-03A3-4821-BF44-F2D6920C055B
AFFINITI
ITI
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
ARTICLE 9. CONFIDENTIAL INFORMATION AND PRIVACY
9.1 Disclosure and Use. All Confidential Information shall be kept by the receiving Party in strict confidence and
shall not be disclosed to any third party without the disclosing Party's express written consent. Notwithstanding
the foregoing, such information may be disclosed (i) to the receiving Party's employees, affiliates, and agents who
have a need to know for the purpose of performing this Agreement, using the Services, rendering the Services,
and marketing related products and services (provided that in all cases the receiving Party shall take appropriate
measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or
disclosure); or (ii) as otherwise authorized by this Agreement. Each Party agrees to treat all Confidential
Information of the other in the same manner as it treats its own proprietary information, but in no case using a
degree of care less than a reasonable degree of care.
9.2 Exceptions. Notwithstanding the foregoing, each Party's confidentiality obligations hereunder shall not apply
to information that (i) is already known to the receiving Party without a pre-existing restriction as to disclosure; (ii)
is or becomes publicly available without fault of the receiving Party; (iii) is rightfully obtained by the receiving Party
from a third party without restriction as to disclosure, or is approved for release by written authorization of the
disclosing Party; (iv) is developed independently by the receiving Party without use of the disclosing Party's
Confidential Information; or (v) is required to be disclosed by law or regulation.
9.3 Remedies. Notwithstanding any other Article of this Agreement, the non -breaching Party shall be entitled to
seek equitable relief to protect its interests pursuant to this Article 9, including, but not limited to, injunctive relief.
9.4 Monitoring. Affiniti shall have no obligation to monitor postings or transmissions made in connection with the
Services, however, Customer acknowledges and agrees that Affiniti and its agents shall have the right to monitor
any such postings and transmissions from time to time and to use and disclose them in accordance with this
Agreement, and as otherwise required by law or government request. Affiniti reserves the right to refuse to
upload, post, publish, transmit or store any information or materials, in whole or in part, that, in Affiniti's sole
discretion, is unacceptable, undesirable or in violation of this Agreement. Affiniti is advised that as a public
entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public
records, and cannot guarantee the confidentiality of all documents.
9.5. Customer Proprietary Network Information ("CPNI"). Affiniti and Customer acknowledge that Affiniti has
a duty to protect the confidentiality of CPNI in accordance with currently applicable federal law. CPNI includes
information relating to the quantity, technical configuration, type, destination, location, and amount of use of the
telecommunications Services that Customer purchases from Affiniti, and that is made available to Affiniti by
Customer solely by virtue of the Affiniti/Customer relationship hereunder. Affiniti and Customer understand that
Affiniti may access, use and disclose Customer's CPNI as permitted by applicable law...
ARTICLE 10. PROHIBITED USES
10.1 Resale. Except as otherwise provided in the General Terms and Conditions, Customer may not sell, resell,
sublease, assign, license, sublicense, share, provide, or otherwise utilize in conjunction with a third party
(including, without limitation, in any joint venture or as part of any outsourcing activity) the Services or any
component thereof.
10.2 Use Policies. Customer agrees to ensure that all uses of the Affiniti Equipment and/or the Services
installed at its premises are legal and appropriate. Specifically, Customer agrees to ensure that all uses by
Customer or by any other person ("User"), whether authorized by Customer or not, comply with all applicable
laws, regulations, and written and electronic instructions for use. Affiniti reserves the right to act immediately and
without notice to terminate or suspend the Services and/or to remove from the Services any information
transmitted by or to Customer or any User, if Affiniti (i) determines that such use or information does not conform
with the requirements set forth in this Agreement, (ii) determines that such use or information interferes with
Affiniti's ability to provide the Services to Customer or others, (iii) reasonably believes that such use or
information may violate any laws, regulations, or written and electronic instructions for use, or (iv) reasonably
believe that Customer's use of the Service interferes with or endangers the health and/or safety of Affiniti
Page JO of 13
Affiniti, LLC • 9208 Waterford Centre Blvd Suite 150, Austin. TX 78758 • www.affinili.corn
DocuSign Envelope ID: 6B425S14-03A3-4821-BF44 20B9200055B
AFFINITI
evolved coltwdioes
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
personnel or third parties. Furthermore, the Services shall be subject to one or more Acceptable Use Policies
("AUP") that may limit use. The AUP and other policies concerning the Services are posted on Affiniti's web site,
and are incorporated to this Agreement by reference. Affiniti may update the use policies from time to time, and
such updates shall be deemed effective 7 days after the update is posted online, with notice to Customer.
Affiniti's action or inaction in enforcing acceptable use shall not constitute review or approval of Customer's or
any other User's use or information.
10.3 Violation. Any breach of this Article 10 shall be deemed a material breach of this Agreement. In the event of
such material breach, Affiniti shall have the right to restrict, suspend, or terminate immediately any or all Service
Orders, without liability on the part of Affiniti, and then to notify Customer of the action that Affiniti has taken and
the reason for such action, in addition to any and all other rights and remedies under this Agreement.
ARTICLE 11. MISCELLANEOUS TERMS
11.1 Force Majeure. Neither Party shall be liable to the other Party for any delay, failure in performance, loss, or
damage to the extent caused by a Force Majeure Event, except that Customer's obligation to pay for Services
provided shall not be excused, provided, however, that the Party which has been so affected will (a) promptly
give written notice to the other of the fact that it is unable to so perform and the cause(s) therefor; and (b) resume
its performance under this Agreement immediately upon the cessation of such cause(s).
11.2 Assignment and Transfer. Neither Party shall assign any right, obligation or duty, in whole or in part, nor
of any other interest hereunder, without the prior written consent of the other Party, which shall not be
unreasonably withheld. The foregoing notwithstanding, Affiniti may assign this Agreement to any Affiliate, related
entity, or purchaser or successor in interest without Customer's consent. In addition, Affiniti may assign its rights
and obligations hereunder to any party that acquires from Affiniti all or substantially all of the assets of Affiniti
without Customer's consent. All obligations and duties of either Party under this Agreement shall be binding on
all successors in interest and assigns of such Party.
11.3 Export Law and Regulation. Customer acknowledges that any products, software, and technical
information (including, but not limited to, services and training) provided pursuant to the Agreement may be
subject to U.S. export laws and regulations, and any foreign use or transfer of such products, software, and
technical information must be authorized under those regulations. Customer agrees that it will not use distribute,
transfer, or transmit the products, software, or technical information (even if incorporated into other products)
except in compliance with U.S. export regulations. If requested by Affiniti, Customer also agrees to sign written
assurances and other export -related documents as may be required for Affiniti to comply with U.S. export
regulations.
11.4 Governmental Authorization. This Agreement is subject to all applicable federal, state and local laws, and
regulations, rulings, orders and other actions of any governmental entity or agency (collectively, "Rules"),
including, but not limited to, the Communications Act of 1934, as amended, the rules and regulations of the
Federal Communications Commission and any applicable state public service or public utility commission. If any
such Rule adversely affects the Services or requires Affiniti to provide such Services in a manner other than in
accordance with the terms of this Agreement, then Affiniti may, without liability to Customer, terminate the
affected Service upon prior written notice to Customer.
11.5 Notices. All notices and other communications under this agreement will be in writing and will be delivered
by hand, by fax or email transmission, by registered or certified mail, postage prepaid, or by commercial overnight
delivery service. Notice to Customer shall be sent to Customer's billing address. Notice to Affiniti shall be sent to
9208 Waterford Centre Blvd., Ste. 150, Austin, TX 78758, Attn: Director of Business Customer Operations with a
copy to Legal Department (which, by and of itself, will not constitute notice), 9208 Waterford Centre Boulevard,
Suite 150, Austin, TX 78758. Notice will be deemed to have been duly given (1) upon delivery to all required
recipients, if delivered by hand to an officer of the receiving Party; (2) upon written confirmation of receipt
(automatically -generated responses will not constitute confirmation of receipt), if delivered by fax or email; (3)
three business days after being mailed by registered or certified mail, postage prepaid; (4) the next business day,
if sent by commercial overnight delivery service, unless. with respect to (3) and (4). tracking information indicates
Page 11 on3
Affinili, LLC • 9208 Waterford Centre Blvd Suite 150. Austin, TX 78758 • www.afliniti.com
DocuSign Envelope ID: 66425814-03A3-4821-BF44-F2DB920C055B
AFFINITI
ITI
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
delivery on a different day; or (5) except in the case of a change of address of a Party, which shall take effect
no sooner than 15 days' after receipt of the notice.
11.6 Entire Understanding. The Agreement constitutes the entire understanding of the Parties related to the
subject matter hereof. The Agreement supersedes all prior agreements, proposals, representations, statements,
or understandings, whether written or oral, concerning the Services or the Parties' rights or obligations relating to
the Services. Any prior representations, promises, inducements, or statements of intent regarding the Services
that are not expressly provided for in this Agreement are of no effect. Terms or conditions contained in any
purchase order, or restrictive endorsements or other statements on any form of payment, shall be void and of no
force or effect. Only specifically authorized representatives of Affiniti may make modifications to this Agreement or
this Agreement's form. No modification to the form or this Agreement made by a representative of Affiniti who has
not been specifically authorized to make such modifications shall be binding upon Affiniti. No subsequent
agreement among the Parties concerning the Services shall be effective or binding unless it is executed in writing
by authorized representatives of both Parties.
11.7 Tariffs. Notwithstanding anything to the contrary in the Agreement , Affiniti may elect or be required to file
tariffs with regulatory agencies for certain Services. In such event, the terms set forth in the Agreement may,
under. applicable law, be superseded by the terms and conditions of the Tariffs. Without limiting the generality of
the foregoing, in the event of any inconsistency with respect to rates, the rates and other terms set forth in the
applicable Service Order shall be treated as individual case based arrangements to the maximum extent
permitted by law, and Affiniti shall take such steps as are required by law to make the rates and other terms
enforceable. If Affiniti voluntarily or involuntarily cancels or withdraws a Tariff under which a Service is provided to
Customer, the Service will thereafter be provided pursuant to the Agreement and the terms and conditions
contained in the Tariff immediately prior to its cancellation or withdrawal. In the event that Affiniti is required by a
governmental authority to modify a Tariff under which Service is provided to Customer in a manner that is material
and adverse to either Party, the affected Party may terminate the applicable Service Order upon a minimum 30
days' prior written notice to the other Party, without further liability.
11.8 Construction. In the event that any portion of this Agreement is held to be invalid or unenforceable, the
Parties shall replace the invalid or unenforceable portion with another provision that, as nearly as possible,
reflects the original intention of the Parties, and the remainder of this Agreement shall remain in full force and
effect.
11.9 Survival. The rights and obligations of either Party that by their nature would continue beyond the
expiration or termination of this Agreement or any Service Order, including without limitation confidential
information and data, representations and warranties, indemnifications, and limitations of liability, shall survive
termination or expiration of this Agreement or any Service Order.
11.10 Choice of Law and Venue. The domestic law of the state of Colorado, without regard for its conflicts of
laws provisions, shall govern the construction, interpretation, and performance of this Agreement, except to the
extent superseded by federal law.
11.11 No Third Party Beneficiaries. This Agreement does not expressly or implicitly provide any third party
(including users) with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege.
11.12 No Waiver. No failure by either Party to enforce any rights hereunder shall constitute a waiver of such
right(s).
11.13 Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is
an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to
enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other
Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or
partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
11.14 Article Headings. The article headings used herein are for reference only and shall not limit or control
any term or provision of this Agreement or the interpretation or construction thereof.
11.15 Compliance with Laws. Each of the Parties agrees to comply with all applicable local, state and federal
laws and regulations and ordinances in the performance of its respective obligations under this Agreement.
11.16 Counterparts; Digital Signatures. This Agreement, Service orders, amendments may be executed in any
number of counterparts, each counterpart will constitute an original, and all counterparts together will constitute
Page 12 of 13
Afliniti, LLC • 9208 Water ford Centre Blvd Suite 150, Austin. TX 78758 • wwwaffiniti.com
DocuSign Envelope ID: 6B425814-03A3-4821-BF44-F2OB920C055B
AFFINITI
evctsca connections
Master Service Agreement
General Terms and Conditions
MSA #WELDCNTY-LLC-20160603-N-MSA
one agreement. This agreement may be signed by any means producing a reasonably legible signature, and a
digital electronic signature or digital copy of a signed signature page will be effective as an original.
11.17 Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the
Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended.
5-t
BugI 'ITNESS WHEREOF, the parties hereto have signed this Agreement this 3/ day of
201b
CONTRACT PROFESSIONAL:
Affi ■
By: ■
W
Nam nip ite
Title: VP sales -western pyyjaipa
Date _Aug. _u_s_t3_1...,.._20_1_6
WELD COUN J. J U.. I-� .. L
ATTEST: 4 t:,; .,JGaiJ,(;C BOARD OF COUNTY COMMISSIONERS
Weld C yn!y_ Clerk to=the Board . WELD COUNTY, COLOR 0
- I /
puty Clerk to the Board
APP �VEFU DING:
Controller
APPROVED AS TO FORM:
/v
ounty Attorney
Pro--TemAUG.3 1 2016
S :STANCE:
Page 13 of 13
Affiniti, LLC • 9208 Waterford Centre Blvd Suite 150, Austin, TX 78758 • www.affiniti.com
Entity Information
Entity Name*
ZAYO GROUP LLC
Contract Name"'
HWY 34 FIBER LEASE CONTRACT
Contract Status
CTB REVIEW
Entity ID's
(.00041103
Contract ID
2975
Contract Lead *
tvIRhALLACE
❑ New Entity?
Parent Contract ID
Requires Board Approval
YES
Contract Lead Email Department Project #
mrvallace@co:weid.co us
Contract Description'
ZAYO GROUP WILL BE ASSUMING THE A,FFINITI HWY 34 FIBER LEASE CONTRACT AS AFFINITI IS CLOSING ITS DOORS.
BCCC AGREED PER PASS AROUND
Contract Description 2
Contract Type*
AGREEMENT
Amount*
SC, 00
Renewable*
YES
Automatic Renewal
NO
Grant
NO
IGA
NO
Department
COMMUNICATIONS
Department Email
CM-
Co^-municattons@eaeldgov.co
Department Head Email
C M-Cor,mmunic atons-
DeotHead@weldgo', corn
County Attorney
GENERAL COUNTY
A I I ORNEY EMAIL
County Attorney Email
C '.i-
COU NTYATT O RN EY ':'/ELD
GOV.COIw1
Requested BOCC Agenda
Date*
071222010
Due Date
07113S2019
Will a work session with BOCC be required?*
HAD
Does Contract require Purchasing Dept. to be included?
tf this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
On Base
Contract Dates
Effective Date
07;22/2019
Review Date*
07/01;2027
Termination Notice Period Committed Delivery Date
Contact Information
Renewal Date*
07/C 1 2027
Expiration Date
Contact Info
Contact Name
Contact Type Contact Email
Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver
Approval Process
Department Head
MIKE '.°JAL LACE
OH Approved Date
07f23/2019
Final Approval
BOCC Approved
ROCC Signed Date
ROCC Agenda Date
07+292019
Originator
NIRWALLACE
Finance Approver
BARB CONNOLLY
Purchasing Approved Date
Finance Approved Date
07,24)+2019
Tyler Ref #
AG 072919
Legal Counsel
BOB CHCATE
Legal Counsel Approved Date
07'212019
Submit
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