HomeMy WebLinkAboutQWEST - CONTRACT - CONTRACT - QWEST ISDN PRS DSS SUPER OFFERAgreement Number: See Exhibit 1
QWEST ISDN PRS/DSS SUPER OFFER
January 8, 2007 — April 6, 2007
(THIS PROMOTIONAL OFFER IS NOT SUBJECT TO NEGOTIATION OR REVISION BY CUSTOMER)
This Qwest Corporation ISDN PRS/DSS Super Offer Agreement ("Agreement") is between City of Fort Collins ("Customer") and
Qwest Corporation ("Qwest") and is effective on the date Qwest signs it ("Effective Date"). Qwest will provide, and Customer will
purchase, Qwest Integrated Services Digital Network Primary Rate Service ("ISDN PRS") and/or Digital Switched Service ("DSS") with
"Advanced" or "Basic" trunks provided under this Agreement (individually and collectively referred to as "Service").
Any Qwest tariff, price list, price schedule, administrative guideline, catalog, and other rate and term schedules (hereinafter, whether
individually or together, "Tariff') applicable to the Service is incorporated into this Agreement by reference and made a part of this
Agreement. The Service will be governed by: (a) the Tariff applicable to the Service; and (b) to the extent a comparable Tariff term or
condition does not apply to the Service, the terms and conditions set forth in this Agreement. Qwest reserves the right to amend,
change, withdraw, or file additional Tariffs in its sole discretion, with such updated Tariffs effective upon posting or upon fulfillment of
any necessary regulatory requirements.
1. Scope.
1.1 ISDN PRS. If Customer purchases ISDN PRS, Qwest will provide digital intraLATA, intrastate, switched local exchange
telecommunications service utilizing ISDN PRS technology that transports and distributes voice, data, image, and/or facsimile
communications separately or simultaneously over the public, switched, local exchange network. An ISDN PRS circuit includes a DS1
facility, an ISDN PRS service configuration, and trunks. ISDN PRS operates at 1.544 megabits per second (Mbps). ISDN PRS may be
configured as 23 B channels and one D channel, 24 B channels only (24B), or 23 B channels and one back-up D channel (23B+BUD).
Each B channel transmits voice or data at 64 kilobits per second (Kbps). The D channel carries signaling information at 64 Kbps.
1.2 ISDN PRS-UAS. If Customer purchases ISDN PRS, Customer may also select Uniform Access Solution service as an
optional feature as that service is defined in the Tariff under Primary Rate Service. An ISDN PRS-UAS circuit provides digital service
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: (a) In -only trunking; or (b) Two-way trunking.
1.3 DSS. If Customer purchases DSS, Qwest will provide Customer with a circuit that includes a digital DS1 facility, common
equipment to interconnect with Qwest's local exchange switching office, and advanced or basic flat usage trunks and DID trunk
termination for access to the local exchange and toll networks. DSS Advanced and Basic operates at a maximum speed of 1.544
Mbps.
1.4 If Customer is a provider of "information service," as that term is defined in 47 U.S.C. §153 (20), Customer represents and
warrants that ISDN PRS under this Agreement will not be used to provide information service to its End Users, including but not limited
to termination or origination of Voice over Internet Protocol ("VoIP"). "End Users" means any entity to which Customer provides
information service. If at any time during the Term of this Agreement this representation and warranty is no longer accurate, Customer
agrees to notify Qwest and execute a new agreement.
2. Term.
2.1 This Agreement will expire 36 months from the date the Service is available to Customer under this Agreement, as evidenced
by Qwest records ("Term"). The Minimum Service Period for Service is 12 months from the date Service is available for use ("Minimum
Service Period"). Any Service installed for 12 consecutive months prior to the Effective Date of this Agreement will be deemed to have
met the Minimum Service Period.
2.2 Should Qwest continue to provide the 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.
3. Service Provided.
3.1 Qwest will provide and maintain the Service at the locations and in the quantities specified in Exhibit 1, incorporated herein by this
reference. Service must be installed, and Customer must accept the Service, no later than June 29, 2007, unless such installation is delayed
by Qwest.
3.2 Qwest will notify Customer of the date the Service is available for use. In the event Customer informs Qwest that it is unable
or unwilling to accept the Service at such time, the subject Service will be held available for Customer until the earlier of either 30
business days from such date, or June 29, 2007 ("Grace Period"). If after the Grace Period, Customer still has not accepted Service,
Qwest may either: (a) commence with regular monthly billing for the subject Service; or (b) cancel the subject Service. If Customer
cancels an order for Service prior to the date the Service is available for use, or is unable to accept the Service during the Grace Period
and Qwest cancels the Service at the end of the Grace Period, the Tariff cancellation charges may apply.
4. Charges and Billing.
4.1 Customer will pay the total monthly recurring charges ("MRC") and nonrecurring charges ("NRC") for the Service specified in
Exhibit 1. The MRC will not change during the Term of this Agreement. Customer must pay Qwest all charges by the payment due date on
the invoice. Any amount not paid when due will be subject to a late charge as specified by the Tariff, or if there is no such late charge
specified in the Tariff, the amount due will be subject to late interest at the lesser of 1'%% per month or the highest rate permitted by
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applicable law. Customer must also pay Qwest any applicable federal, state and local taxes, surcharges, and other similar charges ("Taxes")
assessed in connection with Customer's Service. Taxes are subject to change. Qwest may reasonably modify the payment terms or require
other assurance of payment based on Customer's payment history or a material and adverse change in Customer's financial condition.
4.2 The charges for Service 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.
4.3 If Service is not available in Customer's switch, interoffice mileage charges ("Mileage MRC" and "Mileage NRC") for transport
between switches will apply.
5. Service Changes.
5.1 Moves. Customer may move the physical location of all or part of Service to another location within a Qwest serving area,
provided the following conditions are met; (a) Service moved to the new location is provided to Customer by Qwest; (b) Customer
advises Qwest that Service at the new location replaces the existing Service; (c) Customer's request for disconnection of the existing
Service and installation of the Service at the new location are received by Qwest on the same date; (d) Customer requests that Qwest
install the Service at the new location on or prior to the disconnection date of the existing Service; (a) Customer agrees to execute a
written amendment evidencing the move; and (f) Customer agrees to pay all applicable rates and charges for the requested move and
Service at the new location.
5.2 Additions to Service. Service may be added to this Agreement at the rates specified herein. Qwest will supply such additions
to Customer, subject to the following conditions: (a) Customer executes an appropriate amendment for such Service no later than April
6, 2007; (b) additional Service must be installed and Customer must accept billing no later than June 29, 2007, unless such installation
is delayed by Qwest; (c) the necessary facilities are available, as determined by Qwest, to provide the Service; and (d) a new Minimum
Service Period is established for each new addition to Service.
6. Termination.
6.1 Either party may terminate Service and/or this Agreement in accordance with the applicable Tariff or for Cause. "Cause"
means the failure of a party to perform a material obligation under this Agreement, which failure is not remedied: (a) for payment
defaults by Customer, within five days of separate written notice from Qwest of such default (unless a different notice period is specified
in the Tariff); or (b) or any other material breach, within 30 days of written notice (unless a different notice period is specified in the Tariff
or this Agreement). Customer will remain liable for charges accrued but unpaid as of the termination date. If, prior to the conclusion of
the Term, Service and/or this Agreement is terminated either by Qwest for. Cause or by Customer for any reason other than Cause,
then Customer will also be liable for a termination charge ("Termination Charge").
6.2 If termination is during the Minimum Service Period, Customer will pay a Termination Charge of 100% of the MRC for
terminated Service multiplied by the number of months (or fraction thereof) remaining in the Minimum Service Period, plus 75% of the
MRC multiplied by the number of months remaining in the Term after the Minimum Service Period.
6.3 If termination is after the Minimum Service Period, Customer will pay a Termination Charge of 75% of the MRC for terminated
Service multiplied by the number of months (or fraction thereof) remaining in the Term.
6.4 A Termination Charge will be waived when all of the following conditions are met: (a) Customer discontinues Service and
signs a new service agreement(s) for any other Qwest provided service(s); (b) the new service agreement(s) have a total value equal to
or greater than 115% of the remaining prorated value of the existing agreement(s) (excluding any special construction charges,
applicable nonrecurring charges, or previously billed but unpaid recurring and/or nonrecurring charges); (c) Customer places the orders
to discontinue the Service and establish new service at the same time (within 30 calendar days of each other if service is in New
Mexico); (d) the new service(s) installation must be completed within 30 calendar days of disconnection of the Service, unless such
installation is delayed by Qwest; and (e) a new minimum service period goes into effect, if applicable, when the new service agreement
term begins. The waiver does not apply to changes between regulated and unregulated or enhanced products and services.
7. 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 24 consecutive hours after Qwest receives
notice of it, Qwest will give Customer credit calculated by dividing the monthly rate for the affected Service by 30 days; and then
multiplying that daily rate by the number of days, or major fraction, that Service was interrupted.
8. Disclaimer of Warranties. QWEST DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR THEIR RESPECTIVE
EMPLOYEES WILL CREATE ANY WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE.
9. Limitation of Liability. NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR
REVENUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICE OR THIS AGREEMENT, REGARDLESS OF
THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED CLAIM BY
CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES
FOR SUCH CLAIM WILL BE LIMITED TO THE APPLICABLE OUT -OF -SERVICE CREDITS, IF ANY. This limitation of liability will not
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CONFIDENTIAL PRS/DSS P 36
apply to a party's indemnification obligations or Customer's payment obligation for charges under this Agreement, (e.g., Service
charges, Taxes, interest, and termination or cancellation charges).
10. Personal Injury, Death, and Property Damage. Each party will be responsible for the actual, physical damages it directly
causes to the other party in the course of its performance under this Agreement, limited to damages resulting from personal injury or
death to a party's employees and loss or damage to a party's personal tangible property arising from the negligent acts or omissions of
the liable party; PROVIDED, HOWEVER, THAT NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY
LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER.
11. Confidentiality; Publicity. Neither party will, without the prior written consent of the other party: (a) disclose any of the terms
of this Agreement or use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted by,
or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. Qwest's consent may only be
given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by
operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosing
party gives the non -disclosing party reasonable prior written notice. "Confidential Information" means any information that is not
generally available to the public, whether of a technical, business or other nature and that: (c) the receiving party knows or has reason
to know is confidential, proprietary or trade secret information of the disclosing party; and/or (d) is of such a nature that the receiving
party should reasonably understand that the disclosing party desires to protect such information against unrestricted disclosure.
Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receiving
party or is already known or is independently developed by the receiving party.
12. Governing Law; Dispute Resolution.
12.1 Governing Law: Forum. This Agreement will be governed by the laws of the state of Colorado, except with regard to matters
which are within the exclusive jurisdiction of the state or federal regulatory agency. Those matters alone will be governed by the laws of
the appropriate jurisdiction. Any legal proceeding relating to this Agreement will be brought in a U.S. District Court, or absent federal
jurisdiction, in a state court of competent jurisdiction, in the location of the party to this Agreement not initiating the action, as indicated
in the Notices section. But Qwest may, at its discretion, initiate proceedings in Denver, Colorado to collect undisputed amounts billed.
This provision is not intended to deprive a small claims court or state agency of lawful jurisdiction that would otherwise exist over a
claim or controversy between the parties.
12.2 Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally
waives its right to a jury trial and any right to pursue any claim or action relating to this Agreement on a class or consolidated basis or in
a representative capacity.
13. Notices. Unless otherwise provided herein, all required notices to Qwest must be in writing, sent to 1801 California St., # 900,
Denver, CO 80202; fax #: 888-778-0054; Attn.: Legal Dept., and to Customer at its then current address as reflected in Qwests records
Attn.: General Counsel or other person designated for notices. Unless otherwise provided herein, all notices will be deemed given: (a)
when delivered in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail; (c) when delivered
via overnight courier mail; or (d) when delivered by fax if duplicate notice is also sent by regular U.S. Mail.
14. General. Customer may not assign this Agreement or any of its rights or obligations under this Agreement without the prior
written consent of Qwest, which consent will not be unreasonably withheld. Customer may not assign to a reseller or a
telecommunications carrier under any circumstances and Customer represents that it will not resell the Service. This Agreement is
intended solely for Qwest and Customer, and not to benefit any other person or entity e.g., Customer's members, End Users,
customers, or any other third parties who use or access the Service or the Qwest network via the Service. If any term of this
Agreement is held unenforceable, such term will be construed as nearly as possible to reflect the original intent of the parties and the
remaining terms will remain in effect. Neither party's failure to insist upon strict performance of any provision of this Agreement will be
construed as a waiver of any of its rights hereunder. All terms of this Agreement that should by their nature survive the termination of
this Agreement will so survive. In the event of a conflict in any term or condition of any documents that govern the provision of the
Service hereunder, the following order of precedence will apply in descending order of control: the Tariff, this Agreement, and Qwest
records. Neither party will be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by a
Force Majeure Event. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including
without limitation: act of God, fire, flood, labor strike, sabotage, fiber cuts, acts of terror, material shortages or unavailability, government
jaws or regulations, war or civil disorder, or failures of suppliers of goods and services. Except for Tariff or Service modifications
initiated by Qwest, all amendments to this Agreement must be in writing and signed by the parties' authorized representatives.
However, 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. Each party reserves the right at any time to reject any handwritten change to this
Agreement.
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15. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Qwest and supersedes all prior
oral or written agreements or understandings relating to this subject matter.
City Fort Collins
Auth riz d Signature
J es P.S. ON L
Name Typed or Printed
�y-
Title
41 t4 �
Data
Address for Notices:
poxsox SSO
F6*CT— 4r.cat, C v e 0 Jf2 2
Qwest Corporation
Authorized Signature
ame Typed or Printed
ritle
Date
Offer Expiration Date: April 6, 2007.
The pricing contained herein will only be valid if the Agreement is executed by Customer on or before the Promotion Expiration Date. If this
Agreement is not executed by Customer by the Promotion Expiration Date, this Agreement will be considered null and void, and is not
enforceable by either party.
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CONFIDENTIAL PRS/DSS P 36
Agreement Number:
EXHIBIT 1
QWEST ISDN PRS/DSS SUPER OFFER
FOR THE STATE OF Colorado
City of Fort Collins
Customer
Service
MRC
NRC
ISDN PRS (DS1 & DS3)
$670.00
$0.00
DSS Advanced (DS1 & DS3)
$488.00
$0.00
DSS Basic DS1 & DS3
$685.00
$0.00
Term: 36 months
Customer Address
Circuit ID
or
BTN
Qty.
Type of Service
&
USOC
Configuration for
ISDN PRS Only
Total Service
MRC per
Location
300 Laporte Ave
4
ISDN PRS DS3 (ZPG73)
23B+D (ZPXJX)
2221 Timberline
2
ISDN PRS DS1 (ZPG63)
23B+D (ZPXJX)
Mileage -related Cemnnnanta and Chnrnne IN annnn.1,1n1
Customer Address
Circuit ID or BTN
Description
USOC
City.
Mileage
MRC/each
Mileage
NRC/each
Total Mileage
MRCs and
NRCs:
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CONFIDENTIAL PRS/DSS P 36