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Home My WebLink AboutC02-082 CenturyTel equipment sales and installation agreement�-Ci _ - 1 1 L'O'luer telephone # 970 - 328 -8600 TELECOMMUNICATIONS EQUIPMENT SALES AND INSTALLATION AGREEMENT CenturyTel of Colorado, Inc., a Colorado corporation ( "CenturyTel "), agrees to sell and install, and Eagle County Government, a body corporate and politic ( "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 April 9, 2002. THIS AGREEMENT INCLUDES THE ADDITIONAL TERMS AND CONDITIONS ON PAGES 2,3 AND CENTURYTEL'S SUBMITTAL PURSUANT TO CUSTOMERS RFB- NUMBER -02 -TEL DATED MARCH 1, 2002. EQUIPMENT: See Schedule A INSTALLATION LOCATION: 0020 Eagle County Dr., El Jebel, Colorado 0551 Broadway, Eagle, Colorado 0885 Chambers Ave., Eagle, Colorado INSTALLATION DATE: April and May, 2002 EQUIPMENT PRICE AND PAYMENT SCHEDULE: $164,654.94 plus tax, due upon completion of project ADDRESSES FOR NOTICES: CenturyTel: CenturyTel P.O. Box 570 Eagle, CO 81631 telephone: 970 - 328 -8202 Customer: Eagle County Government P.O. Box 850 Eagle, CO 81631 telephone: 970 - 328 -8600 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 HIND, 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. MAINE M. Title (print d 1 V , d9 PAGE 1 OF 3 THIS AGREEMENT INCLUDES THE ADDITIONAL TERMS AND CONDITIONS ON PAGES 2 AND 3 ADDITIONAL TERMS AND CONDITIONS TELECOMMUNICATIONS 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 f 0 6. Exclusions. The services provided by CenturyTel under this Agreement 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 Colorado incorporation shall govern the interpretation of this Agreement. The venue for any cause of action shall be Eagle County, Colorado. 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 C � SCHEDULE A This Schedule A is attached to and made a part of the Purchase Agreement by and between CenturyTel and Eagle County Government as of this date April 9, 2002 The installation and material covered under such Agreement is as follows: QUANTITY DESCRIPTION ADMINISTRATION 1 SWOOOL Meridian 1 System Software Rls 25 1 SW0033A RTU /Attendant Overflow Position 1 SW0050B RTU /Networking 1 SW0051 B ISDN Networking 1 SW0052D RTU /Private ISDN Networking 1 SW0059B Network Message Services 1 599S1-1 -1 Software Sery Trans Fee 1 S0000161 ISDN Supplementary Featurs 1 AS1054A Intell Periph Equip Mod Pkg AC includes 1 ... NT8D01 BC Controller -four card 1 ...NT8D06AB Peripheral equip power supply ac 1 ...NT8D37BA Intelligent PE Module AC 1 NT8D49AA Column Spacer Kit 2.75 In 1 NT8D21AB Ringing Generator AC 1 NT8D04BA Superloop Network Card 1 NT8D91AJ Network to Controller Cable 16ft 1 NTBK51AA Downloadable DCHI for DDP 1 AS7200 Dual Port DTI /PRI pkg includes: 1 ...NT5D12AG Dual Port DTI /PRI DDP card 1 ...NT5D16BA Meridian 1 Trunk Tip /Ring Cable 8f 2 ... QCAD133A PRI /DTI 1/0 cable 50 ft. 1 NTCG03AB DDP to Clock Controller 2ft8in 2 NTCG03AD DDP to Clock Controller cable 7ft 1 NTCG03AC DDP to Clock Controller Cable 4ft 1 NTCK80AA DDP to MSDL Cable 6ft 1 NTCK80AB DDP to MSDL Cable 18ft 1 SERV0020 MM Storage Key Code Service 1 AS7110 8 Port Full Service Voice Processing 1 SW7049 MM Exp Storage SW Level 1 -2 1 SW7054 MM Exp Storage SW Level 2 -3 1 SW7055 MM Exp Storage SW Level 3-4 1 SW7056 MM Exp Storage SW Level 4 -5 1 NT6P44BA MM Mod EC /EC11 4.5GB Hrd Disk Dr Pw 1 SERV0019 MM SW Service Trans fee 2 12000221-2 Adtran T1 CSU ACE - 1 Installation Materials 1 System Administrator Training r t 1 Installation, Programming, Testing 1 After hours labor for upgrade & shadow dsk 1 One Year Warranty TREE FARM 1 NTWB09AA Option 11 C Single Cabinet (AC) pkg 3 NT8D02GA Digital Line Card (DLC) 1 NT8D09BA Analog Message Waiting Line Card 2 NT8D14BB Universal Trunk Card 2 NTLH02AC Meridian 1 Reference Library 1 NTSF8022 OPT 11C Enterprise Software Pkg 1 NTSF8519 Enable Pkg 381, 382 for M3900 phones 1 000839 US Robotics Sportster Modem 1 NTSF6800 TMDI PKG (1.5MB DTI /PRI) Pkg 1 NTAK20AD Clock Controller Card 15 NT9K08AA35 M2008 Std Bus Tel, Basic, Ash 9 NT9K08AD35 M2008HF Std Bus Tel w/ display, Ash 9 NT9K16AC35 M2616 Pert -Plus Tel w/ display, Ash 3 NT2K22VH35 Key Expansion Module, Ash 3 P0780135 Single Key Exp Module Footstand 33 AS1182 Preprinted feature key cap pkg 3 AS1082 Meridian Mod Telephone User Guides 1 A0355200 Power Failure Transfer Unit 1 NTAK98AA Power Supply Cable 1 ON2000XA -SNK2 Oneac Uninteruptible Power Supply -4 hrs 4 A0780804 M8004 analog telephone w/ m/w 1 A0367916 Power Supply - 48V DC 1 Blocks, hardware, termination, cross connects, cables 1 Training 3 P0741311 Meridian Mail Voice Messaging User Guides 15 /pkg. 1 AS7011 DEC Terminal Package 3 NT5F52AA Preprinted feature key cap pkg 15 /pkg. 2 P0741565 Meridian Mail Quick Reference Cards 30 /pkg 3 NT5F50AC Meridian M2008, M2008HF, M2616 user guide 15 /pkg P0902627 1 NTBK80AA Ground Bar 1 Station review, program sheets, labeling 1 Installation, programming, acceptance testing 1 One Year Warranty JUSTICE CENTER 1 NTWB09AA Option 11 C Single Cabinet (AC) 4 NT8D02GA Digital Line Card (DLC) 1 NT8D09BA Analog Message Waiting Line Card 2 NT8D14BB Universal Trunk Card 2 NTLH02AC Meridian 1 Reference Library 1 NTSF8022 OPT 11 C Enterprise Software Pkg 1 NTSF8519 Enable Pkg 381, 382 for M3900 phones 1 000839 US Robotics Sportster Modem 1 NTSF6800 TMDI PKG (1.5MB DTI /PRI) pkg 1 NTAK20AD Clock Controller Card 25 NT9K08AA35 M2008 Std Bus Tel, Basic, Ash 20 NT9K08AD35 M2008HF Std Bus Tel w/ display, Ash 15 NT9K16AC35 M2616 Perf -Plus Tel w/ display, Ash 5 NT2K22VH35 Key Expansion Module, Ash 5 P0780135 Single Key Exp Module Footstand 60 AS1182 Preprinted feature key cap pkg 4 AS1082 Meridian Mod Telephone User Guides 1 A0355200 Power Failure Transfer Unit 1 NTAK98AA Power Suppy Cable 1 ON2000XA -SNK Oneac Uninteruptible Power Supply 10 A0780804 M8004 analog telephone w/ message waiting 1 A0367916 Power Supply - 48V DC 1 Blocks, hardware, termination, cross connects 1 Training 4 P0741311 Meridian Mail Voice Messaging User Guides 15 /pkg. 1 AS7011 DEC Terminal Package 4 NT51752AA Preprinted feature key cap pkg 15 /pkg. 2 P0741565 Meridian Mail Quick Reference Cards 30 /pkg 4 NT5F50AC Merdian M2008, M2008HF, M2616 user guide 15 /pkg P0902627 1 NTBK80AA Ground Bar 1 Station review, program sheets, labeling 1 Installation, programming, acceptance testing 1 After hours work and cutover 1 One Year Warranty NETWORK 1 Adtran Atlas 800 Quad T -1 card