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Home My WebLink AboutC01-238 CenturyTel of Colorado telecommunications equipment - ECATa c a, 01— Z- -3 ',)° -- qq Cstomer telephone # 970 -524 -8279 TELECOMMUNICATIONS EQUIPMENT SALES AND INSTALLATION AGREEMENT CenturyTel of Colorado, Inc., a Colorado corporation ( "CenturyTel "), agrees to sell and install, and Eagle County Air Terminal Corp., a Colorado corporation ( "Customer "), agrees to purchase, the telecommunications equipment specified below ( "Equipment "), in accordance with and subject to the terms and conditions of this Telecommunications Equipment Sales and Installation Agreement ( "Agreement "), which is entered into by CenturyTel and Customer on October 9, 2001. THIS AGREEMENT INCLUDES THE ADDITIONAL TERMS AND CONDITIONS ON PAGES 2 AND 3. EQUIPMENT: See Schedule A INSTALLATION LOCATION: Gypsum, Colorado INSTALLATION DATE: November, 2001 EQUIPMENT PRICE AND PAYMENT SCHEDULE: $15,923.58 due upon completion of project ADDRESSES FOR NOTICES: CenturyTel: CentulyTel P.O. Box 482 La Junta CO 81050 telephone: 719-384-1300 Customer: Eagle County Air Terminal Corp P.O. Box 850 Eagle, CO 81631 telephone: 970 -524 -8279 Warranties and Disclaimers. CenturyTel does not warrant that the operation of the Equipment will be uninterrupted or error free. CENTURYTEL MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING THOSE OF MERCHANTABILITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE EQUIPMENT, AND CENTURYTEL EXPRESSLY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ANY SUCH WARRANTIES. Customer will be entitled to the benefit of any applicable manufacturer's warranties and, to the extent assignable, such warranties are hereby assigned by CenturyTel for the benefit of Customer and Customer shall take all reasonable action to enforce such warranties where available to Customer. Limitation of Liabili IN NO EVENT SHALL CENTURYTEL HAVE ANY LIABILITY FOR (I) ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), CONTRACT, STRICT LIABILITY OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER CENTURYTEL SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY AMOUNT THAT EXCEEDS THE AMOUNT OF THE PURCHASE PRICE OF THE EQUIPMENT SPECIFIED ABOVE. CENTURYTE Z:OR#.DO, INC. By: _ (si iature) AV)p-® Title: (pri8t&E S wC f t d9 PAGE 1 OF 3 THIS AGREEMENT INCLUDES THE ADDITIONAL TERMS AND CONDITIONS ON PAGES 2 AND 3 JADDITIONAL TERMS AND CONDITI TELECOMMUNIC TIONS EQUIPMENT SALES AND INSTALLATION AGREEMENT 1. Sales Price and Payment Terms. CenturyTel's prices for the Equipment and installation are specified on Page 1. All charges shall be paid within thirty (30) days after the date of the invoice and in accordance with the payment schedule described on Page 1. Prices quoted in this Agreement shall be valid for ninety (90) days from the date this Agreement is signed by CenturyTel representatives and delivered to Customer, after which time prices for the Equipment may change. CenturyTel shall apply a service charge of 1.5% per month (or, if less, the highest percentage allowed by law) on any unpaid balance not received by CenturyTel within thirty (30) days of the invoice date. 2. Taxes and Fees. Prices do not include taxes or fees, of any kind, established by governmental authorities. Customer shall pay all such applicable taxes and fees when billed by CenturyTel. Alternatively, Customer may supply CenturyTel a tax exemption certificate in a form satisfactory to CenturyTel. 3. Customer Responsibilities. As a condition to CenturyTel's performance of its obligations hereunder, Customer agrees, at no charge to CenturyTel, to: (a) furnish and allow CenturyTel unrestricted use of Customer's site and the Equipment in order for CenturyTel to fulfill its obligations hereunder during the term of this Agreement; (b) provide reasonable working space and facilities, including heat, light, ventilation, telephone service, electrical current, trash removal and other necessary utilities for use by CenturyTel designated personnel, and adequate secure storage space, if required, for equipment and materials; (c) Prepare the installation site in accordance with CenturyTel's standard physical and environmental requirements as otherwise set forth in writing to Customer; (d) Be solely responsible for ordering and coordinating with the local telephone company or applicable service provider for the installation of all central office trunks and test trunks and/or the provision of any carrier services required; (e) Additionally, Customer shall be solely responsible for payment to the appropriate utility or service provider for all utility and/or service charges, including, but not limited to, charges for central office trunks, tie lines or carrier services; (f) Provide any information and/or documentation that CenturyTel reasonably requests from Customer and that is necessary for CenturyTel to properly perform any of its obligations hereunder; such information shall be provided by Customer in the form and by the dates reasonably specified by CenturyTel; (g) Cooperate with and assist CenturyTel in coordinating its work hereunder with work being performed by the Customer or other contractors of the Customer, such that CenturyTel's performance of its obligations hereunder can progress without interruption to the maximum extent practicable; (h) Complete such other requirements for raceways, borings and cuttings, trenchings, conduit, variances and rights -of- way if required by CenturyTel for CenturyTel's performance of its obligations hereunder; (i) Be solely responsible for the protection and operation of the Equipment and related systems, including all software and other parts thereof; (k) Be solely responsible for data backups and data storage; and (1) Ensure that its personnel are available to receive delivery of the Equipment at the installation site, at a date and time to be determined between CenturyTel and Customer. Risk of loss and damage to Equipment passes to Customer upon delivery of the Equipment to Customer. CenturyTel shall be responsible for any damage to the Equipment caused by CenturyTel during installation of the Equipment. Customer shall also provide adequate security for its site and provide CenturyTel designated personnel access to its site during the times specified by CenturyTel as may be reasonably necessary for CenturyTel to perform its obligations under this Agreement. CenturyTel personnel shall comply with Customer's reasonable site and security regulations. 4. Customer Acceptance. Acceptance by Customer of the Equipment shall be made by Customer properly executing a Certificate of Acceptance in the form attached hereto. 5. Subcontract. Customer acknowledges and agrees that CenturyTel is merely a distributor of Equipment manufactured by third parties, and Customer agrees that CenturyTel shall have the right to engage the assistance of such manufacturers or others and/or subcontract portions of its installation obligations hereunder to such manufacturers or other third parties, in the performance of its obligations hereunder. d9 PAGE 2 OF 3 THIS AGREEMENT INCLUDES THE ADDITIONAL TERMS AND CONDITIONS ON PAGES 2 AND 3 a 6. Exclusions. The s )es provided by CenturyTel under this Agree r do not include any of the following: furnishing supplies which are not part of the Equipment or furnishing material therefor; electrical work external to the Equipment; work or supply of material relating to maintaining a proper environment at Customer's site; and/or providing any goods or services not expressly described in this Agreement as being provided by CenturyTel. 7. Software License. The Equipment may be or may contain software. In some cases the Equipment manufacturer (CenturyTel's vendor) has embedded such software into the hardware as an integral part of the Equipment. All software provided hereunder remains the property of, and full ownership shall remain vested in, the creator, developer, manufacturer, author or licensor, whichever the case may be. If required by the creator, developer, manufacturer, author or licensor, Customer must obtain a license to use such software, which license may contain specific terms and conditions for such use. These specific terms and conditions for use are governed entirely by said creator, developer, manufacturer, author or licensor and shall be adhered to by Customer. Upon the requirement of such creator, developer, manufacturer author or licensor, such license shall be executed by Customer as required and shall become a part of this Agreement by reference. 8. Miscellaneous. (a) The laws of the state of CenturyTel's incorporation shall govern the interpretation of this Agreement. If any of the provisions of the terms and conditions contained herein shall be held to be invalid or unenforceable in any jurisdiction in which these terms and conditions apply, such invalidity or unenforceability shall not invalidate or render unenforceable any other term or condition, but rather these terms and conditions shall be construed and enforced accordingly. However, in the event such provision is considered an essential element of these terms and conditions, the parties shall promptly negotiate a replacement thereof. (b) Neither Customer nor CenturyTel shall be held responsible for performance if its performance is prevented by acts or events beyond the party's reasonable control, including but not limited to power failures, electrical power surges or current fluctuations, nuclear or other civil or military emergencies, or acts of legislative, judicial, executive, or administrative authorities. (c) Any failure of a party to assert any right under this Agreement shall not constitute a waiver or termination of that right, this Agreement, or any of this Agreement's provisions. (d) Neither party shall assign, sublet, or transfer any interest in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that CenturyTel may assign and transfer this Agreement to any parent, subsidiary, or successor, and CenturyTel shall have the right to subcontract all or any portion of its installation obligations hereunder to a third party. (e) The respective obligations of the Customer and CenturyTel under these terms and conditions which by their nature would continue beyond the termination, cancellation, or expiration hereof, shall survive termination, cancellation, or expiration hereof. (f) Except as otherwise provided in this Agreement, any notice or demand to be given under this Agreement shall be delivered in person or by United States certified mail, return receipt requested, and addressed as specified on Page 1 or to such other address as a party may specify in accordance herewith. Notice shall be effective upon receipt. (g) No provision of this Agreement shall in any way inure to the benefit of any third person (including without limitation the public at large) so as to constitute any such person a third party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto. (h) If any suit or action is instituted or prosecuted to interpret or enforce any provision of this Agreement, the prevailing party in such suit or action shall be entitled to recover from the other party costs, expenses and reasonable attorney fees incurred by such prevailing party in connection with such suit or action, in addition to all other sums allowed by law, both at trial and on appeal. (i) This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. Each party to this Agreement agrees to accept a facsimile signature on behalf of the other party in lieu of an original signature; provided however, that either party may request an original signature following acceptance by such party of a facsimile signature. 0) This Agreement represents the entire Agreement between the parties, is the final, complete exclusive statement of the terms thereof, and supersedes and terminates any prior Agreement, understanding, or representation between the parties with respect thereto, whether written or oral. d9 PAGE 3 OF 3 THIS AGREEMENT INCLUDES THE ADDITIONAL TERMS AND CONDITIONS ON PAGES 2 AND 3 E m f G PURCHASE AGREEMENT 10/09/2001 SCHEDULE A This Schedule A is attached to and made a part of the Purchase Agreement by and between CenturyTel And Eagle County Air Terminal Corp The installation and material covered under such Agreement is as follows: QUANTITY DESCRIPTION 1 ea V -2006A Vacom 6 -zone one way paging amplifier 42 ea V-1 020C 8" Ceiling Speakers - One Way w/ volume control 7 ea V-1 030C 5 W Paging Horns - One Way 4 ea V -1092 Speaker Volume Control 14 ea V -1013A 1 W, amplified Horn, One way 42 ea V -9916M Bridge and backbox combo 1 ea VP -624B .6 amp power supply 1 ea VP -4024C 4 amp power supply 41 ea Flush Mount jacks 3280 ft Wiring for telephones, misc materials, blocks, 41 runs @ 80' Cat 5, 4pr, 24 guage plenum I /w, 1000 ft/box 3000 ft Wiring for 42 speakers, 21 horns, volume controls & Misc. materials, blocks etc. 1013656 Cat 3, 4pr, 24 guage Plenum inside wiring 1000 ft/box 70 runs @ 50' 1 lot Labor for wiring speakers and horns, volume controls, setting up zones, testing volume, connection and programming to phone system, installing speakers, horns and volume controls. Wiring and termination of telephones Regular time 1 One year warranty Total Equipment Total Labor Grand Total $ 6,563.58 $ 9,360.00 $ 15,923.58 Notes: Contract provides for 8 pairs of inside telephone wiring and 2 jacks to each 5ft of counter space for Ground Transportation and Car Rental Agencies. Airlines are responsible for all of their own inside wiring, jacks and telephone equipment.