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HomeMy WebLinkAboutRESPONSE - BID - 5784 IT NORTEL HARDWARE SOFTWAREFEB 11 1999 17:07 FR QWEST 303 965 4208 TO 919702216707 P.02 Bid #SM4 VT WWI HardWareISaf wort Bid Shoat �} Qwesc- rr OTY Description III & Product # Unit Price Extended Price Lead Time %Discount Off List 1 1 OTM I.X UPG T02A-Premium Pkg Luganda Exorses OYM Enhanced NTTL25BD $ 212.75 $ 212.7 $ 212.75 $ J212 575 21 days L/ MPRO4090 Total OTM Cost $ - t 1206o SOFY PHONE CLIENT PKG. NToWa3AA S 26,W $ 26.83 21 days / 21 days ✓ 1 USB AUDIO KIT, FOR USE WITH THE INTFXi4AA $ 1115.00 $ 165.DO Subtotal s 211.83 Upgrade ISM for P Phones 1 SOFTWARE SERV TRANS FEE 6995Lb1 S 612,50 $ 612.90 14 days 50 IP TEL SAN PARAMETER LARGE SYST NTTCS2AA $ 62,90 S 3,145.00 Subtotal $ 3.957.50 Norte] Co orate citrectory Packiao 321 $ - ✓ 14 days 1 VIRTUAL OFFICE I CORPORATE DIR NISI02AB 1 S 129,63 $ 169,63 1 SOFTWARE SERV TRANS FEE S99SL1-1 S 612.60 $ e12.50 Subtotal $ 1,002.13 Nortal Nt•2 Noma D"Ity Paolta a 385 $ - V/ 14 days 10 Because oily ovma ISDN NETWORKING an city PBX- M-40 AND LATER software chan a Gives 385 uptlate $Wmo61C S S 1 SOFTWARE SERV TRANS FEE 5995L1.1 S 012.60 IS 812.50 Subtotal S 612.50 1 Nodal Release 26.413 System Softwers SOFTWARE SERV TRANS FEE 699SL1-1 $ 61ZSD 1 $ 012.50 14 days 1 SOFTWARE SERV TRANS FEE 699SL1-1 S 012.60 S 812.60 14 days 1 Installations for 25.40B Software. Instalitlon will take place on a weekday before 7:00 am our dock $ 1,093.00 14 days Extended Total S 5,451,95 dwest discount If all Items are purchase from gwest s (674.90) Extended Total after discount •' $ 4.777.05 The Clty 0f Form Collins re5omea the rightto award this by Une Item 0r byTotal Bid. Cityo( Fort Collins information Techno"y Department will be the final judge as to whether or not Items meet the stated 5pacification. Please conflrm that you are bidding on the required manufacturer and Model Number_ Z11.1313 31 1 Lf5• p0 I Oq.63 I l 09 3'°' (67 y,90 ) iq,-72-7, 06 FEB 11 1999 17:07 FR OWEST 303 965 4208 TO 919702216707 P.03 R1wast to recpondine toe this service at Oro prim stared above, with On 'arm* "d Qwe St--2 ddndhlons ovalnod in ma edechod Owest CPE Agmernallk. v�r'"'"r Firm Name: 4west Communleatlons po Ted ThonuS Phone 303-39i-8583 Fax: 303465-420S Address: 1801 California St. Room 1900 Denver, Colorado 80202.2020 Bidder's Name- Sharon Sevy Regional Sales Director - GES Date Tuesday, April 06. 2003 Signature: FEB 11 1999 17:07 FIR QWEST 303 965 4208 TO 919702216707 P.04 QWEST WE AGREEMENT Tt4 Agreement Is made as of April 71h, M03 ('Effective Date") by and between Qwest Interprise America, Inc. ('oweal") arid City of Fort Collins (,Customer'). Capitalized lambs used hamin are defined herein, 1. products and Services General Terns and Conditions. 1,1 Amreement_Ed Purchase Orders. This Agreement sets forth the leans and conditions under which arstbmar prothim equipment ('CPE") rndlor Software license ,oifeirigs (collectively, 'Products) and CPE maintenance and installation services PServirss"), provided by ,?Nest and/or ttrough its applicable affiliates, aubmntradors, and vendors nheY be purchased by Customer. At terms and conndub'ons of this Agreement arid any Purchase Orders shall WwAl over any conditions In arty Customer purchase orders, payments, or other forms. 'Purchase Order means Product and Service order request forms issued by Owest, as amended from time to ante, pursuant t0 who awest shag provide and Customer shall purchase the applicable Products and Services. Omer than in this Section 1.1, Purchase Order also refers to Customer purchase order. Customer may use a purchase order different man a Purchase order for Customers administrative corwenlenca only. In such event, the lomprined terms contained in such Custaner purchase order shag not amend, modify of supplement Ili Agreement in any way whatsoever, nobAthstanding any provisions in the Customer purcfaso order to the contrary. When v*g a Customer purchase order, Customer agrees to provide Owesl with at information requested in a Purchase Order. The parties agree that no Customer purchase order shall be deemed to be an offer until this Agreement ta terminelad expressly in wrtkii however, in the evenl that a Customer purdoSe order is deemed le be an offer. Qwest's acknowledgement or performance of tha order Is conditioned upon Chrsromafs aomianoe of this Agreement, Purchase Orders are attached hereto. 1.2 Security IMefe${ Unto Customer pays Owest in full for arty Products, Customer gams to Q,,st a continuing security, interest in such Product, Including additions, replacements and pepoHBde (-Collawar), and authoraas Owest to file a financing Statement with or without CUSIOrrhars signalum. Cusbeners exact legal name and organizational identification number are as sat form on the signature page hereof. Customer shall not transfer to Collateral or charge IS name or organizational status except upon at [seat thirty (30) days prior written notice to Qwrst 1.3 Lease Option. Customer may elect on a Purchase Order to pay on cash terms or through a lease errengament, under a separate agreement. If Customer ek icts the 'lease Option. Customer agrees to lease and pay for the Product pursuant to a separate lease agmamam with Qweat Technology Finance ('Lease'). Subject to this Section, Qweat shall provide the product to Cualomrr and receive payment for the Product from Qweat Technology Finance. As a condition prexident to Owesl's obligation to provide any Product hereunder, Customer will (a) obtain Qweat Technology Finance credit approval: (b) fully execute the applicable Lease; and (c) provide Qweat with a copy of such tease. 1A Deli ve . Qweat will make reasonable @Norte to provide the Product and, when applicable, this labor necessary to complete Qwesrs obligations by the specified lr.Seevice Data or delivery data, whichever is applicable, 'In-service Date means the data on which Owest has materialy performed its obligations with respect to a perticuar Purchase Order or Customer receives the use of the Product 1.5 Acceptance. Crstorner shall notify Qweat in writing of any portion or a Product which Is unacceptable. Failure to notify Qwest within ten (to) days of this InServlce Date or actual delivery date, whichever Is applicable, stall OIMKule final acceptance. Any Product Installed by Qww Is considered acceptable if it is installed and operates notarially in accordance with the manufaceaws specifications. Qweat shag have the right to correct any portion of the Product wNrh has been [ejected. Any portion which is not rejected and which is functionally divisible may be invoiced separately. Moves and changes are considered accepted when the described work is materially completed. Product Mums sham only be made in accorda ica with Qrrast's Return Material Authorization ('RMAy Policy which Is attached hereto (the latest version of which Is posted at hgp:l/gwastmmlagalcpe.Mml). Customer acknowledges and agrees that it has obtained, reviewed, understands, and will be subject to, such RMA Policy and that it shall be eonsldered part of this Agreement 1.6 Software. Software will be licensed or subl[ceneed to Customer according to the licensing agreement accompanying such software, which may include a -shrnkwrap' or "dWmrap" license. If the software is not accompanied by a license, Qweal grants a personal, nonexdusNe, Ilmlied sublicense to Customer to use copies of the software in abject code form Oily. The license Is egectiva upon delivery for drop -ships or upon Inalelation, and ex[ands only to Customers own use of such software and only on or with the designated Product Soaware must be held in confidence and may not be reproduced unless specifically alllhorizad by the aOfbware tensor. 1.7 Trede-In. If Customer trades in any equipment through Qweat pursuant to any CPE provider temps and cxmttons, Customer shall endemnify, and hold Qweat harmers from any liabilities. including any t haVes imposed on OW"k, arising from Customers failure to Comply with such terms and corldtbns. 2. Term. This Agreement shall commence on the Effective Date, and continue until terminated expressly by a party in aceordanra with Section 3, Termination shall not affect obligations under Purchase Orders accepted prior to the affadtive sate of termination, and this Agreement shall remain Ito effect as to such obligations in the event It would otherwise have terrninsted: S. Terminadon. 3.1 General. Notwithstanding any other provIelon of this Agreement, either party may terminate this Agreement at Its convenience upon thirty (30) days prior written notice to the otter. Qweat may (a) Immediately suspend all or any part of the Products or Services, anWor (b) terminate this Agreement and/or any Purchase Order. (I) for Cause; or (h) upon welren notice, If Customer becomes or Is declared insolvent or bankrupt or is the subject of any proceedings related to Its liqukdedon, Insolvency or for the appointment of a recover or similar officer for It. Customer may terminate a Purchase Order for Cause. 'Cause" means the failure of the other parry to perform a material obligation under this Agreement which failure Is not remedied, If curable: (a) in the event of a payment default by Customer, upon five (5) calendar days written notice, or (b) in the event of any other general defaull. upon thirty (30) calendar days written notice (unless a shorter notice period Is expressly set forth In this Agreement, it, which case the shorter notice period shell apply). If Customer or Qwaat terminates this Agreement or any Purchase Ord". than Customer shall remain liable for charges accrued but unpaid as of the termination date. 3.2 Termination Charafzs — CPE Maintenance Seotis,N. If, prior to the conclusion of their term, any Purchase Orders accepted hereunder by Qwe% are terminated either. (a) by Customer for any reason other than Cause, or (b) by QWW pursuant to Section SAW or (b). Customer shall pay all accrued and unpaid charges for Service provided through the attach\,@ date of such termination plus Termination Charges. Termination Charges atoll be waived if Customer and Qwesi have agreed to a new Purchase Order and/or agreement with a value equal to, or greater than. the balance of the terminated Purchase Order and specifically designed to offset the terminated Purchase Order. Termination Charges are calculated as follows: ((Monthly Rate for Sarvice(s) Terminated) x (35%) x (Months remaining In the term)) + All Unpaid Charges 4. Payment. 41 Pdc nO and Payment. The charges associated with a Product of Service shall be set forth in a Purchase Order accepted by CWeSL Charges shall be due and payable upon Customer's receipt of the invoice. Any amount not paid within thirty (30) calendar days of the invoice date ('Due Date") shall be considered past due and subject to Interest at the lesser of (a) the rate of one and one-half percent (i'/,%) per month; or (b) the highest rate permitted by applicable law. In addition to such rates and charges, Customer shall be responsible for all Taxes assessed in connection with the Products and Services. "Taxes' means any and all applicable foreign, faderel, state and local taxes, Including, all use, sales, value-added, surctargeS, excise, franchise, commercial, gross racehpte, license, privilege or other similar taxes, levies, surcharges, duties, fees, Or other tax - related surcharges, whether charged to or against Qweat or Customer. with respect la the Products or Services, but excluding any taxes based on QwaSys net income. The provision of Products and Services is Further conditioned upon Customers creditworthiness and payment history. Qwaat may modify payment tarts or require other reasonable assurance of payment (e.g., a deposit or other acceptable form of security) if it reasonably deems heat insecure with respect to Customers abifity to pay. 4.2 Tibe and Invpdw. Ownerehip and all risk of loss, except for damage caused by owest, uo agents or subcontractors, of Products will transfer to Customer upon malt delivery to Customer. Qwast will Invelce Customer For such Products upon delivery confirmatlon. Qwe31 will invoice Customer for any Installation charges upon completion of such Installation. 4.3 EXPodj, Changes. Returns gaL_FLoSMIL Blllln . All expedites, changes, and/or returns (in whole or in part) must be In writing, and are subject to Customer's payment of any additional charges art forth in Owest's Customer -Initiated Change Charge (-CICC-) Policy which Is attached hereto (the latest version of which is posted at http;//gwesl.00mllegalrcpe.html). Customer acknowledgea and agrees that It has obtained, reviewed, underatands, and will be subject to, such CICC Policy and that it shag W considered part of this Agreement Qweat reserves the right to institute payment terms appropriate for individual Purchase Orders upon prior notification, including; (a) orders exceeding $500,000; (b) orders exceeding one hundred twenty (12g) days calculated from the order acceptance date to the In-Sanrica Date; and (c) for portions of Orders arrepleted and not rejected that are functionally and/or geographically divisibie- 4.4 Payment for Services, The malntenancce charges set forth In the Purchase Order for Data, or Voice and/or Video CPE Maintenance Services shall be billed and payable on an annual basis. The first annual payment shall be due and payable upon Customers receipt of the invoice. Subsequent payments are due In Full at the beginning of each subsequent year throughout the term of the Purchase Order- Any amount not paid by fie Due Oats shall be considered past duo arid subject to Interest as stated in Section 4.1. Owest may cease providing Sarvicas if payment Is riot made as specified herein. 4.5 PAiscellaneoug, Customer shall not be eligible for any discounts or promotional offers other than those specifically set forth in a fully-exeeuled Purchase Order or promotion term sheet. S. InstallaffonfLabor Conditions and Safety Compliance. 5.1 General. Customer's purchase of Installation, maintenance or other labor hereunder, is subject to, and controlled by, Qwesfs InsallatikiWLabor, $afety Compliance, and CPE Maintenance Service Tarns and Conditions (Ts&Cs) which Is attached hereto (the latest version of which Is posted at http;//gw@SLcomllegellcpa.html). Customer acknowledges and agrees that it has obtained, reviewed, Understands, and will be subject to, such Ts&CS if It Orders Services, and that upon such an order, the Ts&Cs shall be considered part of this Agreement. Customer Is responsible for informing Qweat of the existence, location and condition of any Hazardous Substances that may be in or around the Qweat work area. "Hazardous Substance' means a substance regulated by any safety regulation and Includes without limitation, asbestoa. 5.2 Indemnitcall CUSTOMER SHALL INDEMNIFY AND HOLD QWEST HARMLESS FROM ANY FINES OR OTHER LIABILITY OF QWEST ARISING FROM CUSTOMER'S FAILURE TO INFORM OWEST OF HAZARDOUS SUBSTANCES- & Fraudulent Use. Oldest may provide Information relative to equipment operation and features, and recommendations for protecting the equipment against 101 fraud and unauthorized access, however. Customer Is so* responsible for the security of its own equipment and services. Owest and its affiliates and subcontractors are not responsible for damages relating to unauthorized charges, unauthorized access, or other misuse of Customer's equipment or services. y. Warranties. 7.1 Product Warranties. Customer ecknawledgea [het unless expressly staled herein, Owest, (a) Is not a manufacturer or any Product; (b) Is not a parry to any agreement between Customer and a CPE provider for servloas provided directly by the CPE provider to Customer (e.g., maintenance and extended waranty services): and (c) shall not be bound by or liable for any raprasenta On, warranty, or promise made by a CPE provider. Owest disclaims any liability for loss, damage. or injury to any party as a result of any 02003 Qweat Interpose America, Inc, page 1 . Confidential Version: 1.30-M (CPE GEN) FEB 11 1999 17:09 FIR QWEST 303 965 4208 TO 919702216707 P.05 dafada, latent or otherwise, in any Product Owast shall pass•through and assign to Cuctomor all applicable warranties provided by the manufacturer or CPE provider of.the ap)Jicable Product to the extent that such manufacturer or (PE provider pare is such pa954trough and assignment. Any costs of such assignment shall be home by Customer. Accordingly. all products purchased from Qwast, Including any Product which Is a par( of a oyalem previously purchased from and Installed by 4west which is still under warranty, are subject to the terns and conditions set forth In the manufacturer's or CPE provider's warranty, and -user license or agreement applicable to ouch Product, with no warranty of any kind from QwaaL implementation of any Product warranty is misty the responslfility of Customer and any Qwesl support of such warranty will be provided at the discretion of QWesL ' 7.2 Disclaimer of Warranties EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE PRODUCTS AND SERVICES PROVIDED BY QWEST HEREUNDER ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES, OR ITS CONTRACTORS, OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. Owast Is not responsible for any Product defects or damages resulting from mishandling, abuse, misuse, accident, electrical power surges or current fluctuations. Force Majeure Event (donned In Section 13), improper storage or operation, including use In conjunction with equipment electrically or mechanically Incompatible with or of inferior quality to the supplied equipment or failure to maintain the envlronmenlel conditions specified by the manufacturer or licensor. S. Limitation of L1aWllly. EXCEPT FOR CUSTOMER'S PAYMENT AND INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY, ITS AFFILIATES OR CONTRACTORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES OR LOST DATA, OR COSTS OF COVER ARISING FROM OR RELATED TO THE PRODUCTS OR SERVICES OR EITHER PARTY'S PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT. REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE. QWESTS TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED CUSTOMER'S PROVEN DIRECT DAMAGES, NOT TO EXCEED (A) FOR CLAIMS ARISING OUT OF CPE MAINTENANCE SERVICE, ONE MONTH'S CPE MAINTENANCE SERVICE CHARGE FOR THE AFFECTED COMPONENT, OR (B) FOR ANY OTHER CLAIMS, TEN PERCENT (10%) OF THE PRODUCTS/MATERIALS CHARGE SET FORTH IN THE PURCHASE ORDER RELATING TO THE AFFECTED PRODUCT. It. Confidentiality. Neither party shall, without the prior written consent of the other party, disclose or use (except as expressly permitted by, or required to achleve the purposes of, this Agreement) the Confidential Information of the other party. during the Term and for one (1) year following the expiration or termination hereof. Such consent by Qweel may be given only by Owest's Corporate Legal Department and any purported consent by any other person, including any Owest sales or customer service representable, Is void and of no effect 'Cdrlfidantial Informallori means writen or electronic information that Is either. (a) marked as confidential andlor proprietary, or which Is accompanied by written notice that such Information is ronfrdentiallpropdatary, or (b) not marked or accompanied by notice that it Is confidential/proprietary, but which, if Nsotosed to any third partycould reasonably and foreseeably cause compatitive, harm to the owner of ouch intormatiun. Confidential Information shall not include irdormetion which, as demonstrated by the receiving party: (a) Is In the public domain or otherwiaa ceases to be secret or confidential through no breach or this Agreement by 1heL rpcalving party, (b) is already known or Is developed independently by tha receiving partly independent of any disclosure by tle disclosing party; on (c) is revealed to recipient by a third party who does not thereby breach any obligation of confidentiality and who discloses such information in good faith, For plrpooeo of this Section, Confidential Information shall include, but not be limited to, the terms (including pricing) and existence of this Agreement: provided, however, [hat either party may disclose the existence of this Agreement (but none of its terms) as may be reasonably necessary for such party to conduct its business. Each party will take reasonable precautions 10 protect the other party's Confidential Information, using at least the same standard of pare as it uses to maintain the confidentiality of its own confidential Information. The receiving party may disclose Confidential information ff required by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement provided that ire receiving party gives the disclosing party reasonable prior written notice suffolent to permt the disclosing party an opportunity to contest such dlsdosure- 10, Publicity. Neither parry shall, without the prior written consent of the other party: (a) Issue any press release or other public announcement regarding this Agreement or any relation between Customer and Qwss;t; or (b) use the name. trademarks or other proprietary Identifying symbol of the other party or its affiliates. Such consent, by Owed may be given in the case of subparagraph (a) only by Owest's COWAIM Communications department in the case of subparagraph (b) only by C66SI's Chief Marketing Officer or his deslgnee, Any purported consent by any other person, Including any Qwast sales or customer service representative, is void and of no effect. 11. Notices. Except as otherwise provided herein, all moulred notices Shan be,ln writing, trarsmttad to the parties' addresses specified below, or such other addressesas may be specified by WOW notice, and will be considered given ether. (a) when delivered In parson to the recipient named on the signature page: (b) when deposited in either registered or certified U.S. Mail, return receipt requested, postage prepaid;, or (c) when delivered to an overnight courier service. An written notices required under this Agreement shall be sent to the following: To Customer. City of Fort Collins 216 North Mason Sheet Fort Collins, CO 80522-0580 To Gwest Owast Intarpnsa America, Inc. 1001 California Streak Suite 3900 Denver, Colorado 80202 Facsimile tic. (303) 295-8973 Attention: Legal Department 12. Dlspute Resolution. Any dispute arising out of, or relating to, this Agreement which cannot be resolved by the parties will be settled by arbitration, which will be conducted In accordance with the Judicial Arbitration and Mediation Services ('JAMS') Comprehensive Arbitration Rules. The Federal Arbltratlon Act, a U.S.C. Sections 1-10, not state law, shall govern the arbttrabillty of the dispute. Either party may initiate arbllrallon by providing to JAMS written demand for arbitration (with a copy (e the other party), a copy of this Agreement and the administrative fee required by JAMS. The written demand for arbitration shall be suffidenty detailed to permit the other party to understand the claim(s) and identify witnesses and relevant documents. Except for the administrative toes required la commence the arbitration or file any counterclaims. the costs of the arbitration, including arbitrator's foes, shall be shared equally by the parties; provided, however, that each party shall bear the cost of preparing and presenting Its own claims andlor defenses (including its own attorneys fees). The arbitration will behold in Denver, Colorado, The arbitrator has no authority to award any indirect, incidental, special, punitive, or consequential dameges, including damages for lost profits. The arbitrators decision shall follow the plaln meaning of the Agreement and shall be final, binding• and enforceable in a court of competent judsdkUon. If either party fails to Comply With the dispute resolution process set forth herein (including nonpaymarit of an arbitration award) and a party is required to resort to court proceedings to enforce such compliance, then the noncomplying party shall reimburse all of the costs and expenses Incurred by the party requesting such enforcement (Including reasonable attorneys fees). Nothing in Into Section 12 shall prohibit either party from seeking injunctive relief in any applicable state or federal court 13. Farce Majoure, Neither party will be liable for any delay or failure to perform its obligations (other than a failure to comply with payment obligations) hereunder If ouch delay or failure Is caused by an urrforosaeable evenl beyond the reasonable control of a parry, including: act of Gad; fire; flood; earltx cake; labor s[nke: sabotage; Aber cut embargoes; power failure, e.g., rolling blackouts, electrical surges or cement fluctuations; lightning; suppliers' failures; ads or omissions of telecommunications common ranters (wllalhef or not affiliated with Qwast); material shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to timely place orders therefor; lack of or delay in transportation; government codes, ordinances, laws. rulesregulations or restrictions; war or dull disorder, or act of lerrorism ('Force Majeure Event"). 14. M1scellaneo t. Customer may not assign this Agreement or any of its rights or obligations hereunder without the prior wrlten consent of Qweet, which consent will not be unreasonably withheld or delayed. The terms, representations, warranliaa and agreements of the parties set forth In this Agreement are not Intended for, nor shall they be for the benerrt of or enforceable by, any person or entity that Is not a Party to this Agreement, including, End Users. "End USer(sy mean Customer's end -users or customers or any other third parties who utilize or access the Products or Services. If any provision of this Agreement is held to be unenforceable, the unenforceable provision shall be construed as nearly as possible to reflect the original intent of the parties and the remanjng,provisions shall remaln In full force and effect. Nether party's failure to Insist upon sMct parfomnance of any provision of this Agreement shall be construed as a waiver of any of Its rights hereunder. All temps and provisions of this Agreement which should by their nature survive the (annlna ion of this Agreement shall 66 survive. The (arts of this Agreement and any riders shall prevail notwithstanding any conflicting terms of any Purchase Order or other form for purchase or payment submitted by Customer to Qwast. This Agreement shall be governed by the laws of the State of New York, without regard to its choice of law principles. The purchase of certain Products or Services may requirethe execution of one or more riders or other documents, which shall supplement the terms and condldons pursuant to which Qwast shall provide, and Customer shall purchase, the applicable Products and Services. This Agreement, including the signabire page and any exnibts, addenda, or riders hereto, and any Purchase orders accepted hereunder constitute one and the same legally binding instrument and the entire agreement between Customer and Owes( win respect to the subject matter hared. and supersede all prior offers, contracts, agreements, representations and understandings made to or with Customer by Owest whether oral orwritten, relating to the subject matter hereof. Au amnndmanls to this Agreement than be in Writing and signed by authorized repraeematives of the parties. Qwast may ad in reliance upon any Instruction, Instrument, or signature reasonably believed by Qwast to be genuine. Owast may assume that any employee of Customer who gives any written notice, Purchase Order, or other Instruclon In connection with this Agreement has the authority to do so. The parties hereby execute and authorize this Agreement as of the Effective Data, CUSTOMER: City of For( Collins Customer's Organizational Identiflcallon No.: QWEST INTERPRISE AMERICA, INC. ® 200812we3t Interprlse America, Inc. Page 2 Version: 1-30-M Confidential (CPE GEN) Nc Nr TOTRl PAGP . A9 ** FEB 11 1999 17:06 FR QWEST 303 965 4208 TO 919702216707 P.01 • Qwest 1801 California St., 10 Floor Denvcr, CO 80202 3 oVl �. •, , �1 , .I • •'� • �,',� lip,, 1,'ryblp,„': n%ci; ,, , �'ii�o , dti• ,',�„ � ,,; ,, �; f 303 965.420 03 391-8563 To: City of Fort Collins/Parch"ing Fax: 970-416-2033 From: Ted Thonus 303-391-8563 Date: 4/7/2003 Re: Bid # 5784, Vr Nortel Pages: 5 (INCLUDING COVER SHEET) Hardware/Software CC: 0 Urgent ❑ For Revlew ❑ Please Comment ❑Please Reply ❑ Please Recycle Notes: Included is our response to Bid #5784, and a CPE Agreement that we would need signed provided the City decided to go with Qwest on the bid items, in addition to a purchase order. Thank you for the opportunity to win your business on this, sincerely, -red Thonus — National Account Manager assigned to The City of Fort Collins