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Home My WebLink AboutC08-285. 1„~t r~, .'alp, ~ ~: % A Telecommunications Term Discount Agreement Prepared for: Eagle County Government Prepared by: Michelle Brown Account Manager (970) 328-2510 M ichelle.brown@centurytel.com Proposal Date: September 22, 2008 -~~ ~EJVT~URYTE,! Personal touch ~ advanced communications . ~ I .. 5 ~ ~ t .w ~ ~ .! I . ~ ~ i . i l 1 ' Why Choose CenturyTel? Expect More. Get More. We know you have a choice when it comes to selecting your voice, data, and IP provider. That's why -now and as your needs change - CenturyTel goes above and beyond your expectations with a communications and data network that provides you more value with a level of reliability, stability and service you won't find anywhere else. Let us prove to you that, lvitlt CentutyTel, yoZC really cctn expect more and get more. history an+d a networl~ built on delivering more Count on a company with a tradition of financial stability Superior quafifiy means greater dependability _-.~ CEIVT~URYTEt Rersonal touch ~. advanced communications Customized Package prepared for Eagle County Government: Monthly Recurring Charges for Discount Eligible Services The following table represents the Discount Eligible Service(s) and associated Monthly Recurring Charges that Customer has with CenturyTel. These eligible service charges are used to determine the Monthly Recurring Revenue Commitment. QTY Feature Description MRC 1 Dedicated Internet 10M 900.00 Eligible Monthly $900.00 Recurring Revenue: Minimum Revenue $720.00 Commitment: Estimated Discount $180.00 Service Period: 36 months Account Number: 409679903 Service Address: Eagle County Government 0500 Broadway Eagle, co Tax ID: 846000762 Phone Number: (970) 328-8600 -~-'-~ CENTI uRYTEt Paraonal touch ~ advanced communications CenturyTel Large Customer Discount Package Agreement This CenturyTel Large Customer Discount Package Agreement, including any attachments hereto (collectively, the "Agreement") is made and entered into, this 19`h day of September, 2008 ("Effective Date"), by and between Eagle County Government ("Customer"), and CenturyTel Service Group, LLC, on behalf of itself and its applicable operating affiliate(s) (collectively, "CenturyTel"). 1. Introduction. CenturyTel is pleased to provide you with the Lazge Customer Discount Package described in this Agreement. The following terms and conditions govern ail aspects of CenturyTel's application of the Large Customer Discount Package. Please review carefully this Agreement, including all attachments, before signing. 2. Large Customer Discount Package. 2.1 Discount. CenturyTel hereby grants Customer a twenty percent ( 20 %) discount ("Discount") off CenturyTel's standard Monthly Recurring Charges for the Discount Eligible Services (as defined in Section 2.2 below) to which Customer has subscribed as of the Effective Date of this Agreement and/or to which Customer may subscribe during the Term of this Agreement. The Discount shall commence with Customer's first complete billing cycle during the Term of this Agreement. No prorated Discounts will be applied for partial billing cycles. For purposes of this Agreement, "Monthly Recurring Charges" or "MRC" shall mean the base monthly recurring charges as listed in the applicable CenturyTel tariff, service agreement, and/or pricing guide in the case of standard pricing or the base monthly recurring charges approved by CenturyTel in the case of special pricing requests (as applicable), minus the following: non- recurring charges, toll, applicable taxes, governmental/regulatory surcharges and fees (including, without limitation, End User Common Line Charges, Subscriber Line Charges, Presubscribed Interexchange Carrier Charges, Local Number Portability Charges, and Universal Service Fund Surchazges), late fees, and any other similar charges -all as calculated and determined in CenturyTel's sole discretion. Further, MRC shall exclude: (i) any and all resale products and Services, including, without limitation resale private line services; and (ii) all monthly recurring charges to the extent that such monthly recurring charges are incurred by Customer for usage (e.g., local, long distance, and conference calling). 2.2 Discount Eligible Services. For purposes of this Agreement, "Discount Eligible Services" shall mean the following CenturyTel service(s) to which Customer has subscribed as of the Effective Date of this Agreement and/or to which Customer may subscribe during the Term of this Agreement: (a) Voice Access Services: B1, Centrex, KEY, PBX, ISDN PRI and BRI, and DTS trunk circuits; recurring (non-usage-based) calling plan packages (e.g., EAS, ECC, ECP, MCA, LOS and OCP); (b) Voice Access Features: Hunting, Voicemail, Caller ID, 3-way Calling, Call Forwarding, Speed Calling, Call Waiting, and recurring DID Chazges including chazges for blocks of numbers; and (c) Data Services: DSL, DIA, Frame Relay, Ethernet, and Private Line circuits as well as Monthly Recurring Charges for Managed CPE Services and Managed IP VPN Services. Services not eligible for discount include, without limitation, those listed in Schedule A, attached hereto and incorporated herein by reference. Notwithstanding the foregoing and/or any provision to the contrary herein contained, Customer acknowledges and agrees that CenturyTel, in its sole discretion, shall determine whether the service(s) to which Customer subscribes constitutes a Discount Eligible Service(s). Customer further acknowledges and agrees that CenturyTel may, from time to time, add and/or remove certain services from the list of Discount Eligible Services. In the event of such addition and/or removal, CenturyTel will use commercially reasonable efforts to notify Customer within thirty (30) days of the effective date of such addition and/or removal. 2.3 Monthly Recurring Revenue Commitment. Customer hereby commits to a minimum monthly recurring revenue commitment equal to seventy (70%) of the total discount eligible Monthly Recurring CFNT~lR T ,t personal touch ~w advanced commurticatfons Charges for the Discount Eligible Services as set forth in Schedule B, attached hereto and incorporated by reference herein as ("Monthly Recurring Revenue Commitment"). Unless otherwise agreed by the Parties in writing, the Monthly Recurring Revenue Commitment shall remain constant throughout the Term of this Agreement regardless of whether Customer adds and/or cancels Discounted Services following the initial calculation of the Monthly Recurring Revenue Commitment. If the total Monthly Recurring Charges actually incurred by Customer during any calendar month during the Term of this Agreement is less than the Monthly Recurring Revenue Commitment, CenturyTel will invoice Customer for, and Customer shall be responsible for the payment of, the difference between the Monthly Recurring Revenue Commitment and the total Monthly Recurring Charges actually incurred by Customer during such calendar month. 2.4 Additional Limitations. The Discount cannot be combined with any other discount received from CenturyTel or any CenturyTel affiliate. The Discount shall not exceed $2,000 in any given calendar month. 3. Term and Termination. 3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for a term of thirty six (36 )months ("Term"), unless earlier terminated in accordance with the termination provisions herein contained. Upon the expiration or earlier termination of this Agreement, CenturyTel shall have no obligation to grant any further Discounts even if Customer retains one or Discount Eligible Services. 3.2 Termination by Customer. Customer may terminate this Agreement for cause if CenturyTel has breached any of its warranties or material obligations hereunder. Upon such breach, Customer must give CenturyTel written notice thereof, which notice shall specify in detail the breach(es) asserted by Customer. If CenturyTel fails to cure a material breach within thirty (30) days of its receipt of notice, Customer may terminate this Agreement without liability or payment of cancellation charges. Unless otherwise provided by applicable law, tariff, and/or service agreement, Customer must provide not less than thirty (30) days written notice with respect to the termination of any Discounted Service. 3.3 Termination by CenturyTel. CenturyTel may terminate this Agreement immediately upon written notice to Customer if Customer is in breach of any tariff or service agreement with CenturyTel or any CenturyTel affiliate. CenturyTel may also terminate this Agreement if Customer has breached any of its warranties or material obligations under this Agreement, and Customer has failed to cure such breach within thirty (30) days of receipt of CenturyTel's written notice of breach. 4. Dispute Resolution. To dispute the amount or accuracy of any Discount, Customer must notify CenturyTel in writing no later than thirty (30) days from the last day of the calendar month to which the Discount applies. Customer's notice of dispute must include the amount in dispute, the reason the Discount is disputed, and documentation supporting the dispute. CenturyTel will not issue credits for any Discount that is not disputed in accordance with the provisions of this Section 4. Notwithstanding any provision to the contrary herein contained, no payment due for any Discount Eligible Service -whether disputed or undisputed - is subject to withholding, reduction, set-off or adjustment of any nature by you. This Agreement and its performance and all disputes between the parties of any nature whatsoever arising out of or in connection with the subject matter hereof shall be governed by the laws of the State of Colorado, and venue shall be exclusive in the Eagle County Division of the Fifth Judicial District for the State of Colorado or in any federal court in Colorado having subject matter jurisdiction. . 5. Limitation of Liability. EXCEPT AS SPECIFICALLY PROVIDED BY SECTION 8(f) OF THIS AGREEMENT, IN NO EVENT SHALL CENTURYTEL OR ITS PARENT, SUBSIDIAIRES, AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF CLIENTS OR GOODWILL), ARISING IN ANY MANNER FROM THIS AGREEMENT AND/OR THE PERFORMANCE OR NONPERFORMANCE HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION AND REGARDLESS OF WHETHER CENTURYTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Confidentiality. CenturyTel acknowledges that Customer is a governmental entity and that certain information related to this Agreement may be subject to open records law. Notwithstanding the foregoing, Customer acknowledges that it may receive or have access to confidential and/or proprietary information owned, controlled or disclosed by CenturyTel including, but not limited to, technical, financial, marketing, staffing, business plans and information, strategic information, proposals, requests for proposals, specifications, drawings, prices, costs, procedures, processes, business systems, software programs, techniques, the terms of this Agreement, trade secrets or other information /r^ ~.,,1 LF,~~~]'rTF,[ Personal touch ~ advanced commurticatlons t+. t,.,l ~,~~.. .. ,.~: ~, relating to or disclosed in the course of the negotiation or performance of this Agreement, end user and/or customer information (including, without limitation, name, address, telephone number, account, transaction and billing information), and like information (collectively "Confidential Information"). Customer may use Confidential Information solely for the purpose of fulfilling Customer obligations hereunder, and will only disclose such Confidential Information internally to those personnel who have aneed-to-know such Confidential Information in order to perform Customer's obligations hereunder. Customer will use the same degree of care to protect Confidential Information from unauthorized use or disclosure that Customer would use to protect Customer's own confidential information, but in no event shall Customer use less than a reasonable degree of care. Customer acknowledges and agrees that money damages would not be an adequate remedy for any breach or threatened breach of this Section 6 ofthis Agreement and that CenturyTel shall be entitled to seek injunctive relief or any other equitable relief to remedy or prevent any breach or threatened breach ofthis Section 6 of this Agreement. Such remedy shall not be the exclusive remedy for any breach or threatened breach of this Section 6 of this Agreement, but shall be in addition to all other rights and remedies available to CenturyTel at law or in equity. 7. Miscellaneous. 7.1 Notices. All notices under this Agreement must be in writing and delivered by a nationally recognized overnight courier service or by certified United States Mail (return receipt requested). All notices to Customer will be sent to Customer at the following address: Attention Scott Lingle, IT Director, 500 Broadway, Eagle, CO 81631-850.. All notices to CenturyTel are to be sent to CenturyTel Service Group, LLC, Attn: Legal Department, 100 CenturyTel Drive, Monroe, Louisiana 71203 or to any other address of which CenturyTel may notify Customer pursuant to this Section 7.1. 7.2 Assignment. Without our prior written consent (which will not be unreasonably withheld or delayed), Customer may not assign, delegate or subcontract this Agreement, or any of Customer's rights or obligations hereunder. 7.3 Waiver. Neither party to this Agreement will be considered to have given up or waived its rights to require strict performance and compliance by the other party unless such party has signed a written agreement or acknowledgement that waives that sMct performance and compliance in any instance. Any written waiver in any one instance will not apply to any other or later non-performance or non-compliance by the other party. 7.4 Effect of Future Laws !Regulations. Customer acknowledges that future rules, tariffs, regulations, orders, treaties or other laws promulgated, enacted or entered into by international, federal, state or local legislatures, agencies, governments or other regulatory bodies may affect CenturyTel's respective rights or obligations under this Agreement. If any such future action adversely affects CenturyTel's right or obligations under this Agreement, then CenturyTel may require, upon thirty (30) days notice to Customer, that the parties renegotiate this Agreement in good faith to address the effect of such actions. Customer's failure to do so will be deemed to be Customer's termination ofthis Agreement without cause. 7.5 Amendment: Entire Agreement. This Agreement may only be amended by a written document signed by Customer and an authorized representative of CenturyTel. This Agreement contains the parties' entire agreement and supersedes any prior agreements or understandings, whether written or oral. 7.6 Severability. If a court of competent jurisdiction should declare any one provision of this Agreement to be invalid, then the other provisions will remain in effect, and the parties will work in good faith to agree to a replacement provision that has the same or similar intent as the original provision. This Agreement is for the sole benefit of Customer and CenturyTel, and no other persons or entities. 8. PROVISION MANDATED BY HOUSE BILL 1343: PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES a. CenturyTel shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or enter into a contract with a subcontractor that fails to certify to the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. b. CenturyTel shall verify or attempt to verify through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that CenturyTel does not employ any illegal aliens. If CenturyTel is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, CenturyTel shall apply to participate in the Program every three ~CENT~URYTEL Rersonal touch ~.. advanced communicatfans ". •I •l t~, ;I• •, ~~, months until the contractor is accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: https://www.vis- dhs.com\emnlo} erregistration c. CenturyTel shall not use the Basic Pilot Verification Program procedures to undertake pre- employment screening of job applicants while the public contract for services is being performed. d. If CenturyTel obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, CenturyTel shall be required to: 1. Notify the Subcontractor and the County within three days that the Contractor has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and 2. Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. e. CenturyTel shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. f. If CenturyTel violates the prohibitions contained in this Section 8, the County may terminate the contract for a breach of the contract. If the contract is so terminated, specifically for a breach of this section of the Agreement, CenturyTel shall be liable for actual and consequential damages to the County. BUDGET AND APPROPRIATION OF FUNDS. Notwithstanding anything to the contrary contained in this Agreement, Customer shall have no obligations under this Agreement with respect to any period after December 31, 2008, nor shall any payments be made to CenturyTel with respect to any period after December 31, 2008, without an appropriation therefor by Customer in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. §29-1- 101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). If applicable funds are not appropriated during a fiscal year after December 31, 2008, Customer may terminate this Agreement without penalty, effective upon the commencement of the period for which funds have not been appropriated. Customer will use its best effort to notify CenturyTel of such non-appropriation of funds and resulting termination at the earliest possible date, but in no event later than the commencement of the period for which funds have not been appropriated. This Section 9 is not intended to, and shall not be used to, allow Customer to tenninate this Agreement for the purpose of acquiring similar Services from a third party. BY SIGNING BELOW, THE PERSON SIGNING ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS TO CENTURYTEL THAT HE OR SHE HAS THE AUTHORITY TO SIGN ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO THIS AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES TO BE BOUND BY THIS AGREEMENT, INCLUDING THE FOREGOING TERMS AND CONDITIONS. CUSTOMER AUTHORIZES CENTURYTEL TO OBTAIN BILLING INFORMATION AND CUSTOMER SERVICE REPORTS WITH RESPECT TO CUSTOMER'S TELEPHONE NUMBERS, AS WELL AS CUSTOMER'S CREDIT INFORMATION. THIS AGREEMENT IS ACCEPTED BY CENTURYTEL ON THE DATE INDICATED BELOW. Authorized Customer Representative Customer Name and Customer Title (Printed) Date Signature Representative Name (Printed) \ Authorized CenturyTel Representative Authorized CenturyTel Representative Title (Printed) Date Signature Name (Printed) 9~ /~' - ' ~~~ 5r~ ~ NAG ~~~~ ~~5 >Liw~ z ~ ~ ti _ ~---., CENT~URYTFL personal tcuch $Mr advanced cammunicatfans &,~I .tt x,, .','~I .. . r. . Schedule A Services Not Eligible for Discount* • Usage (Local, LD or Conference Calling) • Payphone/Pager Services • Vacation Service • Bill formatting and call detail services • High-voltage Protection Service • 911 Trunks or Services & TSP Services • Fire-reporting circuits & alarm circuits • Special conditioning and signaling charges for circuits • 2-wire, 4-wire, and voice grade circuits • Foreign Exchange Services • Off-premise & On-premise extension services • Services offered via concurrence with another service provider's tariff • LD Private Network charges • Wide Area Telephone Service (WAYS) • Toll restriction, intercept, and reverse toll charges • Radio loops and services • CPE related charges -Lease, Sell, Maintenance, Warranty (other than Managed Services and IP VPN Services) • Directory Advertising • Dial-Access to the Internet • Web-hosting services • ICB Contracts • Residential classified or rated services • Touchtone and Digital Central Office charges * Customer acknowledges and agrees that the above list is not all-inclusive, and may be subject to change within CenturyTel's sole discretion. ------~ ~~~(']~(jyiE,~ personal touch ~.r advanced commun+cations Schedule B Monthly Recurring Charges for Discount Eligible Services as of Effective Date The following table represents the Discount Eligible Service(s) and associated Monthly Recurring Charges that Customer has with CenturyTel as of the Effective Date of this Agreement. This table does not reflect any additional purchases or changes implemented following the Effective Date. Rather, it is a record, as of the Effective Date, of the service charges that are both eligible for discount and that are used to comprise the Monthly Recurring Revenue Commitment. QTY Feature Description MRC Dedicated Internet 10M $900.00 -`-'-1 CENT`URYTEL Personal touch ~ advanced communications