HomeMy WebLinkAboutC09-069 Qwest Agreement Number: CB2625 Main Billing Number: QWEST ISDN PRIMARY RATE SERVICE AND DSS WITH TRUNKS AND/OR UAS INDIVIDUAL CASE BASIS ("ICB") RATE PLAN This is an Agreement between Eagle County Department of Information Technology ("Customer"), and Qwest Corporation ("Qwest"), for the provision of Qwest Integrated Switched Digital Network ("ISDN") Service and Digital Switched Service with Rate Stabilized Trunks ("DSS") and/or Universal Access Service ("UAS") (collectively referred to as "Service(s)"). Customer is a Colorado state or local government agency or K-12 school, and hereby represents that, as such, it is qualified to purchase Service as a qualified entity as defined in Attachment 4 for ISDN Primary Rate Service and DSS with Trunks and/or UAS to the State of Colorado Master Services Agreement OOAMA00044 (Attachment 4 #CDS-001206-0114) executed on about February 8, 2001 between the State of Colorado and Qwest Corporation ("Attachment 4 to the Master Agreement"). The pricing provided hereunder will remain in effect for the term of this Agreement, and so long as the State of Colorado maintains the conditions required for such pricing, as set forth in Attachment 4 to the Master Agreement. 1. SCOPE. 1.1. Qwest shall provide and Customer shall pay for digital intraLATA, intrastate, switched local exchange telecommunications service utilizing ISDN PRI Primary Rate Interface ("ISDN-PRI") technology that transports and distributes voice, data, image, and/or facsimile communications separately or simultaneously over the public switched local exchange network ("Service"), as defined herein. Service components are DS1 transport ("DS1"), ISDN PRI configuration, and trunks as indicated on Attachment 1, incorporated herein. Other than pricing and termination liability, Qwest shall provide Service in accordance with the applicable State Tariff, Price List, and/or Catalog ("Tariff") which governs Service in the state Service is provided, incorporated herein by this reference. Any Supplements to this Agreement, including such additional Attachment(s) as may be added from time to time, must be made in writing and executed by the parties. Qwest is offering Service to Customer with volume and term pricing provisions ("Service Volume/Term Discount Pricing Plan"). 1.1.1. Service operates at 1.544 megabits per second (Mbps). It is comprised of 23 B channels and one D channel. Each B Channel transmits voice or data at 64 kilobits per second (Kbps). The D channel carries signaling information at 64 Kbps. 1.1.2. Subject to availability, a second PRS may be equipped at the same location to provide 24 B channels only (24B) or to provide 23 B channels plus 1 back-up channel (23B+BUD). 1.2. In addition to ISDN, Customer may also purchase DSS as indicated on Attachment 1. DSS is the use of digital DS1 exchange telecommunications service facility and common equipment, linking Customer's premises to Qwest's local exchange switching office. Service includes: 1) use of digital DS1 facility (transmission capacity at a maximum speed of 1.544 megabits per second); 2) use of common equipment to interconnect with Qwest's local exchange switch; and 3) use of Basic and/or Advanced flat usage trunks and DID trunk termination for access to the local exchange and toll networks. 1.3. In addition to ISDN, Customer may also purchase UAS as indicated in Attachment 1. UAS is a digital service offering 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 In-Only or Two-Way trunk side termination. 1.4. Pursuant to state requirements, Qwest may be required to submit this Agreement to the state commission. In the event the state commission does not approve this unique offering, Service shall be offered in accordance with the applicable Tariff provisions. In states where Qwest is required to offer Service per Tariff provisions, any conflict between the Tariff and this Agreement shall be resolved in favor Colorado GES ISDN-DSS-UAS Form 2-17-03.doc Page 1 Version: 2-17-03 © 2003 Qwest Corporation ISDN-DSS-UAS .,, of the Tariff. Tariff shall be defined as the applicable State Tariff, Price List, Price Schedule, Administrative Guideline and/or Catalog ("Tariff°) which governs Service in the state in which Service is provided. 2. TERM. 2.1. Subject to Section 2.2 of the Master Agreement (Fiscal Funding), this Agreement is effective on the latest signature date and will expire coterminously with the underlying Attachment 4 to the Master Agreement. The Minimum Service Period ("Minimum Service Period") for Service is twelve (12) months. For purposes of clarification, Section 2.2 of the Master Agreement applies to Customer as if the Master Agreement were directly between Customer and Qwest; i.e., where references are to the "State," for purposes of this Agreement it shall also mean "Customer." 2.2. This Agreement will become effective immediately in most states, in some states, only after mandatory filing requirements are met and approved. 2.3. Should Qwest continue to provide 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, or in its absence, this Agreement. 3. SERVICE PROVIDED. 3.1 Qwest will provide and maintain the Service at the locations and in the quantities specified in Attachment 1, which by this reference is incorporated and made part of this Agreement. 3.2 Qwest shall notify Customer of the date Service ordered is available to Customer under this Agreement. In the event Customer is unable or unwilling to accept service at such time, the subject Service will be held available for Customer for a period not to exceed thirty (30) business days from such date ("Grace Period"). If after this Grace Period, Customer still has not accepted service Qwest may, at its sole discretion, after consultation with Customer either: (i) commence with regular monthly billing for the subject Service; or, (ii) terminate the subject Service and invoice Customer for any applicable cancellation charges pursuant to Section 6.2, which shall include the full non-recurring installation charges that would have otherwise applied. 4. CHARGES AND BILLING. 4.1 Charges for Service shall be those specified in Attachment 1. In addition to the monthly recurring charges and nonrecurring charges specified herein, Customer shall pay Qwest all applicable taxes, usual and customary surcharges and all government imposed fees and charges that relate to the Service or installation rendered hereunder. Customer is purchasing Service hereunder as a qualified Colorado state or local government agency or K-12 school under Attachment 4 to the Master Agreement. Charges for Service hereunder will remain in effect for the term of this Agreement, and so long as the State of Colorado maintains the conditions required for such pricing, as set forth in Attachment 4 to the Master Agreement (the State must 1) maintain a minimum of eleven (11) circuits with Qwest, or 2) have the PRS ride a contracted DS3 or higher, in order to receive discounts). Customer's Service hereunder will contribute to meeting the State's requirements. In the event the State does not maintain such conditions, a pricing adjustment will be made to all PRS DS1 circuits in service, including all DS1 circuits under this Agreement. The adjustment will revert circuits to existing Tariff rates, retroactive to the original installation date, as evidenced by Qwest records. 4.2. If, within ninety (90) days of the service order application date, Qwest is unable to provide Service, Qwest will recognize both Customer's active circuits and its ordered circuits, in calculating the applicable rates. Delayed ordered circuits shall be defined as those circuits that Qwest was unable to provide within the ninety (90) day cycle. If after ninety (90) days, Customer cancels any ordered circuits which are included in determining Customer's applicable rates, Qwest will adjust the billing to reflect the correct volume level. 4.3. The charges for Services 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. Colorado GES ISDN-DSS-UAS Form 2-17-03.doc Page 2 Version: 2-17-03 © 2003 Qwest Corporation ISDN-DSS-UAS ..- 4.4. Customer shall pay each billing statement in full by the payment due date. If late payment charges are applicable and permitted by law, they may be assessed and billed at 1 1/2 percent per month or the highest lawful rate, whichever is less, on the unpaid balance. 4.5. If Service is not available in Customer's switch, an interoffice mileage charge for transport between switches shall apply and it will be included in the charges stabilized and specified in the Attachment(s). 5. SERVICE CHANGES. 5.1. MOVES. Customer may move the physical location of all or part of Service to another location within the same Qwest intrastate intraLATA serving area as the Service being moved, provided the following conditions for the move are met; 1) Service moved to the new location is provided to Customer by Qwest; 2) Customer advises Qwest that Service at the new location replaces existing Service; 3) Customer's requests for the disconnection of the existing Service and the installation at the new location are received by Qwest on the same date; 4) Customer requests Qwest to install the service at the new location on or prior to the disconnection date of the existing Service; and 5) Customer agrees to execute written amendments to this Agreement; pay all then current recurring and nonrecurring charges related to the service at the new location, pursuant to this Agreement; and 6) Customer agrees if the move is within the same Qwest switch, to pay $500.00 per span, and if the move is to a different Qwest switch, to pay $1,000.00 per span. 5.2. ADDITIONS TO SERVICE. Customer may request additions to Service and Qwest will supply such additions to Customer, subject to the following conditions: 1) Qwest commercially offers such additions and necessary facilities are technically and practicably available; 2) the charges for additional Service will be charged according to the following criteria: (a) if term equals thirty-six (36) months, Service may only be added through month 18 and Customer will be charged at the rates specified herein and Customer will receive a fifty percent (50%) discount on nonrecurring charges for such additions to Service, or (b) if term equals sixty (60) months, Service may only be added through month 36 and Customer will be charged at the rates specified herein through month 36 of this Agreement and nonrecurring charges for such additions to Service will be waived. Service added after the 18th month or 36th month respectively may be added as follows: 1) Customer and Qwest may renegotiate and execute a new term Agreement that would include existing Service plus additional Service, 2) Service may be ordered under a new and separate agreement, or 3) Service may be ordered under the month-to-month tariff rates then in effect. Threshold quantities as defined in Section 6 below will be revised to reflect Service additions. 6. TERMINATION. 6.1 Either party may terminate this Agreement for cause provided written notice is given the other party specifying the cause for termination and requesting correction within thirty (30) days is given the other party and such cause is not corrected within that thirty (30) day period. Cause is any material breach of the terms of this Agreement. Except as provided for in Section 2.2 of the Agreement (Fiscal Funding), if Qwest terminates this Agreement for cause or if Customer terminates this Agreement WITHOUT cause, Customer shall pay early termination charges, as follows. 6.2 If termination is prior to installation of Service and after execution of this Agreement, early termination charges shall be those reasonable expenses incurred by Qwest through the date of termination. Such charges may include, but are not limited to all engineering, planning, preparation, materials, supplies, placement, facilities, acquisition, transportation, installation, construction, and labor costs and charges incurred by Qwest, or as specified in State Tariff. 6.3 Customer may disconnect up to fifteen percent (15%) of the initial number of DS1 circuits used to deliver PRS trunking after installation and no termination charges will apply. Notwithstanding the above, should Customer drop below the Initial Threshold Quantity indicated in Attachment 1 at any time during the Term of this Agreement, the Termination Threshold shall no longer apply to existing Service and Customer shall no longer qualify for a Termination Threshold throughout the remaining Term of this Agreement. The Initial Threshold Quantity is defined as eighty-five percent (85%) of the initial, total circuits Colorado GES ISDN-DSS-UAS Form 2-17-03.doc Page 3 Version: 2-17-03 © 2003 Qwest Corporation ISDN-DSS-UAS ~~ ~ on this Agreement at the time of execution as set forth in Attachment 1. Starting from the time Service drops below the Initial Threshold Quantity, Customer shall pay all applicable termination charges, as defined below. 6.4. If, during the Minimum Service Period of twelve (12) months and after installation, Customer disconnects Service below any applicable Termination Threshold, Customer shall pay a termination charge based upon 100% of the monthly recurring rate for the months remaining in the Minimum Service Period of twelve (12) months. In addition to and for the remaining months in the Term following the Minimum Service Period, Customer shall pay termination charges for Service that is below the Termination Threshold on a per circuit basis, calculated as follows: Quantity of Service terminated at the then current service level, multiplied by the number of months remaining in this Agreement, multiplied by fifty-percent (50%). 6.5. A termination charge will be waived when all of the following conditions are met: 1) the Customer discontinues their contracted service(s) and signs a new service agreement(s) for any other Qwest-provided service(s), 2) 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), 3) the Customer places the orders to discontinue the service and establish new service at the same time, and 4) a new minimum service period goes into effect when the new service agreement term begins. New service is defined as newly installed service placed under new service agreement(s), or newly installed additions to existing service agreement(s), but does not include renewals of expiring service agreement(s), renegotiations of existing service agreement(s) or conversions from month-to- month service to contracted service. The waiver does not apply to changes between regulated products and services, 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 twenty-four (24) consecutive hours after Qwest receives notice of it, Qwest will give Customer credit calculated by: (a) dividing the monthly rate for the affected Service by thirty (30) days; and then (b) multiplying that daily rate by the number of days, or major fraction, that Service was interrupted. 8. OWNERSHIP AND PROVISIONING OF SERVICE. Title to, and ownership of, all equipment and facilities Qwest uses in supplying Service is and remains with Qwest. Qwest will provision and supply Service described in this Attachment in any manner and by means of any equipment, software, and facilities Qwest chooses. The method of provisioning of Service is a matter within Qwest's sole discretion. 9. SERVICE SUSPENSION/MAINTENANCE. Qwest may from time to time suspend Service for routine maintenance or rearrangement of facilities or equipment. Qwest will give Customer advance notification of the Service suspension. Such Service suspension is not considered an Out-of-Service condition provided Service is restored by the end of the period specified in the notification. 10. PERSONAL INJURY; PROPERTY DAMAGE. Each party shall be responsible for any actual physical damages it directly causes in the course of its performance under this Agreement, limited to damages resulting from personal injuries, death, or property damage arising from negligent acts or omissions; PROVIDED HOWEVER, THAT NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT. 11. LIMITATION OF LIABILITY. QWEST SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT. EXCEPT AS PROVIDED IN THIS AGREEMENT, ANY QWEST LIABILITY TO CUSTOMER FOR ANY DAMAGES OF ANY KIND UNDER THIS AGREEMENT SHALL NOT EXCEED, IN AMOUNT, A SUM EQUIVALENT TO Colorado GES ISDN-DSS-UAS Form 2-17-03.doc Page 4 Version: 2-17-03 © 2003 Qwest Corporation ISDN-DSS-UAS THE APPLICABLE OUT-OF-SERVICE CREDIT. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS AGREEMENT. 12. NO WARRANTIES. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 13. UNCONTROLLABLE CONDITIONS. Neither party shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations under this Agreement by reason of severe weather and storms; earthquakes or other natural occurrences; strikes or other labor unrest; power failures; nuclear or other civil or military emergencies; acts of legislative, judicial, executive or administrative authorities; or any other circumstances which are not within its reasonable control. 14. DISPUTE RESOLUTION. Any claim, controversy or dispute between the parties shall be resolved by binding arbitration in accordance with the Federal Arbitration Act, 9 U.S.C. 1-16, not state law. 15. LAWFULNESS. This Agreement and the parties' actions under this Agreement shall comply with all applicable federal, state, and local laws, rules, regulations, court orders, and governmental agency orders. 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. The laws of the state where Service is provided shall govern this Agreement. 16. SEVERABILITY. In the event that a court, governmental agency, or regulatory agency with proper jurisdiction determines that this Agreement or a provision of this Agreement is unlawful, this Agreement, or that provision of the Agreement to the extent it is unlawful, shall terminate. If a provision of this Agreement is terminated but the parties can legally, commercially and practicably continue without the terminated provision, the remainder of this Agreement shall continue in effect. 17. GENERAL PROVISIONS. 17.1. Failure or delay by either party to exercise any right, power, or privilege hereunder will not operate as a waiver hereto. 17.2. This is a retail end user contract. It may be assigned only with the consent of Qwest which shall not be unreasonably withheld. Customer may not assign to a reseller or a telecommunications carrier under any circumstances. 17.3. This Agreement benefits Customer and Qwest. There are no third party beneficiaries. 17.4. This Agreement constitutes the entire understanding between Customer and Qwest with respect to Service provided herein and supersedes any prior agreements or understandings. 17.5. Except to the extent required by the Colorado Open Records Act or other similar laws, neither Party shall, without the prior written consent of the other Parry: (a) issue any press release or make any other public announcement regarding this Agreement or any relations between Customer and Qwest; or (b) use the name, trademarks or other proprietary identifying symbol of the other Party or its affiliates. Such consent by Qwest may be given in the case of subparagraph (a) only by Qwest's Corporate Communications Department and in the case of subparagraph (b) only by Qwest's Chief Marketing Officer or his designee. Any purported consent by any other person, including any Qwest sales or customer service representative, is void and of no effect. Colorado GES ISDN-DSS-UAS Form 2-17-03.doc Page 5 Version: 2-17-03 © 2003 Qwest Corporation ISDN-DSS-UAS 18. EXECUTION. If a parry returns this Agreement by facsimile machine, the signing party intends the copy of this authorized signature printed by the receiving facsimile machine to be its original signature. The parties hereby execute and authorize this Agreement as of the latest date shown below. Notices concerning this Agreement may be sent to Qwest's Customer billing address of record or to Customer's Address for Notices specified herein, if any. EAGLE COUNTY DEPARTMENT OF QWEST CORPORATION INFORMATION TECHNnLnGY Authoriz d Signature Name Typed or Printed Global Account Manager ~ /~`-~'°~~ Title ~ `lam /O Date / Address for Notices: 1801 California Blvd. Denver, CO 80202 Colorado GES ISDN-DSS-UAS Form 2-17-03.doc Page 6 Version: 2-17-03 © 2003 Qwest Corporation ISDN-DSS-UAS Address for Notices: Agreement Number: C62625 Main Billing Number: ATTACHMENT 1 TO THE QWEST ISDN PRIMARY RATE SERVICE AND DSS WITH TRUNKS AND/OR UAS AGREEMENT Eagle County Department of Information Technology Customer Customer Address Circuit ID or BTN Service USOC Qt MRC/Ea NRC/Ea 100 West Beaver Creek Blvd new ISDN Voice/Data 1 $525.00 $0.00 Avon, CO 81620 Mileage-related Charges (if applicable): $ 0.00 Total Rate Stabilized Monthly Recurring for above Service $525.00 Total Nonrecurring Charge for above Service $ 0.00 Customer's initial quantity of DS1 circuits used to deliver Service is 1 DS1 circuits. The Initial Threshold Quantity is 1 DS1 Circuits Should the total number of DS1 Circuits drop below this Initial Threshold Quantity Customer shall no longer qualify for a Termination Threshold as set forth in Section 6.3 of the Agreement. Customer Initials: Date: Colorado GES ISDN-DSS-UAS Form 10-16-02.doc Page 7 Version: 10-16-02 Department or Agency Number: 14~ry1l~ Agreement Routing Number: Gi7AMacacc4y Billing Number: Agreement Number: CDS-000606-0090 MASTER SERVICES AGREEMENT BETWEEN THE STATE OF COLORADO AND U S WEST COMMUNICATIONS, INC. This Master Services Agreement ("AgreemenC) is made this 23 ~d day of S~hf , 2000, between the State of Colorado, acting by and through the Department of Personnel, General Support Services, Colorado Information Technology Services, Telecommunication Services, with offices at 690 Kipling, Lakewood, c;0 80215, for the use and benefit of the state agencies and institutions, each of whom are referred to herein as the "State," and U S WEST Communications, Inc., a Cobrado Corporation, with offices at 1841 California Street, Denver, CO 80202, hereinafter "U S WE5T." RECITALS WHEREAS, the funds exist in the State's Law and Funds and have been budgeted, appropriated, and otherwise made available and a sufficient uncommitted balance thereof remains available for encumberingg and subsequent payment of this Agreement in Fund Number ~~D3 ,Appropriation Account 0'-I_ ,and Organization Code y~` ~ U, for these telecommunication services. WHEREAS, required approval, clearance and coordination have been accomplished from and with appropriate State agencies; and WHEREAS, m consideration for the pertormance of said work and Services defined herein or in Attachment(s), Schedule(s) or Order(s), the State agrees to pay to U S WEST fees and charges specified in the Attachment(s) which are attached hereto and incorporated herein by this reference, and WHEREAS, the procurement of these Services is authorized by the Colorado Procurement Code, and WHEREAS, the State hereby warrants and represents that it has complied with the provisions of all applicable State of Colorado statutes, rules and regulations in order to enter into this Agreement, as defined herein below; and WHEREAS, lJ S WEST wishes to provide telecommunications services to the State as described in the Scope of Work, below, and the State has a required need for such Services. DEFINITIONS The "State" is defined as the State of Colorado and as the individual State,agencies and institutions within the State of Colorado ordering the Service(s) and/or Products identified in the Attachment(s), Schedule(s) and/or Order(s) to this Agreement. "U S WEST" is defined as U S WEST Communications, lnc., its affiliates, subsidiaries, and subcontractors (including, but not limited to): CenturyTel, Eastern Slope Rural Telephone Association, and Phillips County Telephone Company. State of Colofacio Master Services Agreement CDS-000606-0090JC °ac~e 1 of 15 "Conversion Plan" is defined as the plan to terminate all current agreements for services currently provided to the State by U S WEST and incorporate those services into this Agreement. NOW THEREFORE, it is hereby agreed that in consideration of the mutual covenants and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the State and U S WEST agree that the following terms and conditions shall apply: SCOPE OF WORK. Under this Agreement, U S WEST shall furnish and State shat) pay far Service(s) as defined in the Attachment(s), Schedule(s) or Order(s). U S WEST shall provide Service(s) up to the Standard Network Interface ("SNI") at State's premises. The SNI is that location where U S WESTs protected network facilities end and State's inside wire or network begins. U S WEST provides Service in accordance with the applicable Tariff, Price List, and/or Catalog ('Tariff'} which governs Service in the State, incorporated herein by this reference 1.1 Orders Orders for Service shall be placed according to the terms and conditions set forth in the Attachment(s), Schedule(s) or Order(s) to this Agreement. U S WEST may reject orders placed by the State that are outside the Srope of Work. Should an Order's term extend past the Term of this Agreement, the terms and conditions of this Agreement shall apply to such Order. 1.2 Change Orders Should the State or U S WEST desire to alter any standards, specifications or the scope of the Services provided in ar~y Attachment, Schedule or Order after it has been issued, the party wishing to make such modification shall notify the other party. If the request for modification is made by the State, in the form of Exhibit A, attached and incorporated hereto, U S WEST shall research the effects of such modification on the project and shalt advise the State not later than 30 days, unless U S WEST othenNise advises the State, of any changes in price, schedule and specifications which will result from the modification. If the State desires to proceed with the modification, the State and U S WEST shall execute a written change order. The change order shall modify the price, schedule and spec cations provided in the applicable Attachment, Schedule or Order to the extent affected. U S WEST shall perform the Services as modified by such change order. If the request for modification is made by U S WEST, U S WEST shall advise the State of any changes in price, schedule and specifications which will result from the modification. If the State desires to proceed with the modification, the State and U S WEST shall execute a written change order. The change order shall modify the price, schedule and specifications provided in the applicable Attachment, Schedule or Order to the extent affected. In the event that a request for modification is rejected, the parties agree that the request for modification shall be immediately referred in writing to the Vice President and General Manager, Business and Government Solutions, for U S WEST and the Executive Director of the Department of Personnel for the State (or their respective successors) for consideration. U S WEST shall provide cost or pricing data for any price adjustment subject to the provisions of the Cost or Pricing Data Section of the Colorado State State of Colorado Master Services Agreement CDS-000606-0090/C Page Z of 15 Procurement Rules. Any net reduction of Service covered under this Agreement may at the discretion of U S WEST be subject to the terms of Article 18 herein. 1.3 Intellectual Property Rinhts Except for materials (including but not limited to software, reports or documents) prepared or developed exclusively for the State by U S WEST pursuant to this Agreement which shall be deemed to be a work made for hire, any software, reports, data, manuals, or other documents, drawings or materials ("Works") delivered or prepared by U S WEST in the performance of its obligations under this Agreement shalt be subject to an irrevocable nonexclusive, perpetual, paid-up, transferable license to use, and permit others to use for State purposes, the software, reports, data, or other documents, drawings, or materials. The use rights described herein shall include but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the Works only for the express purposes stated under this Agreement. 1.4 Data and Document Deliverables Unless otherwise specified, U S WEST shall deliver by the dates specified in the Attachment, Schedule or Order the data or documents required by such Attachment, Schedule or Order as well as any proposed by U S WEST. The delivered documentation will be sufficiently descriptive to enable maintenance troubleshooting of the telecommunication services consistent with the intended uses of the telecommunication services and software. 2. TERM 2.1 This Agreement will become effective upon the date noted herein and will be effective upon approval by the State Controller ("Commencement Date"), or designee, and shall continue for one (1) year from the Agreement Commencement Date, subject to termination as provided herein and availability of funds for payments due in subsequent fiscal years. This Agreement shall thereafter automatically renew for successive periods of one (1) year each unless a party gives written notice of its intention to terminate this Agreement at least one hundred and twenty (120) days before the end of any Term or this Agreement is terminated as provided herein. However, it is understood and agreed that any Service being provided under an Attachment, Schedule or Order will continue in full force and effect until completion of the term of the individual Attachment, Schedule or Order under the terms and conditions as stated in the Agreement and any relevant terms and conditions that survive the Attachment. 2.2 Fiscal Funding, U S WEST understands and agrees that this Agreement is contingent upon the continuing availability of funds as provided in the second paragraph of the Special Provisions hereinafter set forth, and that the State is prohibited by law from making fiscal commitments beyond the term of its current fiscal period. The State contracts to acquire by purchase the products and Services described in this Agreement and has reason to believe that sufficient funds will be available for the full term of the Agreement. Where, for reasons beyond the State's control, its funding entity does not allocate funds for any fiscal period beyond the one in which this Agreement is entered into, or beyond a succeeding fiscal period, the State has exhausted all efforts to obtain funds legally available for future fiscal periods, the State does not use non-allocation of funds as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party, and the State's failure to obtain funds does not result from any act or failure to act on the part of the State, this Agreement shall be terminated without penalty and the State will not be obligated to make the payments remaining beyond the State's then current fiscal period. The State shall notify U S WEST in writing of such non-allocation of funds as soon as the State shall reasonably know of such anon-allocation, and if possible, prior to the effective date of termination. State of Colorado Master Services Agreement CDS-000606-C1090lC Page 3 of 15 3. CHARGES AND BILLING. 3.1. U S WEST shall provide invoices in a form agreeable to the State. The State may require a detailed, monthly electronic summary billing and spreadsheet that may be sorted and extracted. Such billing may be provided in addition to or in place of hard copy invoices and in a format specified in the Attachment) s) for each Service. 3.2. The State agrees to pay the charges for Services as specified on the Attachment(s), Schedule(s) or Order(s). These charges do not include applicable taxes imposed by law. Where permitted by law, late payment charges shall be assessed according to Tariff, or law. late charges shall not be assessed if a good faith dispute exists as to the State's obligation to pay all ar a portion of the amount due. The billing shall reference the delinquent payment, the number of days interest to be paid and the applicable interest rate. (Ref. Sec 24-30-202(24), C.R.S. as amended). The charges for Services under this Agreement, including any and all discounts to which the State may be entitled, will be offered and charged to the State independently from and regardless of the State's purchase of any customer premises equipment or enhanced services from U S WEST. 3,3. State law and regulations provide that U S WEST wiN be paid within forty-five (45) days after receipt of products or Services and a correct notice of amount due. A State liability not paid within forry- five (45) days is considered delinquent and, unless otherwise agree to, interest on the unpaid balance shall be paid beginning with the forty-sixth (46"') day at the rate of one percent (1%) per month on the unpaid balance until paid in full. A liability shall not arise if a good faith dispute exists as to the State's obligation to pay all or a portion of the liability. The State shall oay U S WEST all undisputed amcur~s within forty-five (45) days after receipt of products or Service(s). U S WEST shall invoice the State separately for interest on delinquent amounts due. The billing shall reference the delinquent payment, the number of days interest to be paid and the applicable interest rate. (Ref. Sec 24-30-202(24), C.R.S. as amended}. The State's fiscal year is July 1st through June 30th 4. TAX EXEMPT STATUS. It is hereby recognized and acknowledged by U S WEST that the State is tax-exempt: and is not liable for any sales, use, excise, property or other taxes imposed by any federal, state or local government tax authority. The State's FEIN # is 84-730123K. The State's tax exemption number is 98-02565. The State is also not liable for any taxes of U S WEST for franchise or related to the income of U S WEST. No taxes of any kind shall be charged to the State. 5. DELt'VERABLES Deliverables shall be specified in the Attachment(s), Schedule(s) or Order(s) to this Agreement. 6. INSPECTION. The State reserves the right to inspect Services performed and products delivered under this Agreement by providing written notice to U S WEST. U S WEST shall have five (5) business days in which to respond to the State's request to inspect the Services and products. If the Services or products do not conform with the requirements described in this Agreement and the Attachment(s), Schedule(s) and Order(s), the State may reject nonconforming products or require U S WEST to perform the Services again in conformity with the requirements, with no additional payment. 7. ACCEPTANCE. The State shall have the right to accept nonconforming tender, or when defects in quality or quantity of Service cannot be corrected by a re-performance, the State may (1) require State of Colorado Master Services Agreement CDS-000606-0090/C Page 4 of 15 U S WEST to take necessary action to insure that future pertormance conforms with the Agreement requirements and (2) equitably reduce the payment due U S WEST to reflect the reduced value of the Services performed or nonconforming products accepted. These remedies in no way limit the other remedies available to the State in this Agreement and in the Attachment(s), Schedule(s) and Order(s) or remedies otherwise available at law or equity. 8. NO WARRANTIES. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. CONFIDENTIALITY. Subject to the State's Open Records Act (Title 24 Section 72, Subsection 101, C.R.S.), in the event either party or their employees obtain access to any confidential information, records or files of the other party in connection with the performance of the obligations under this Agreement or any order placed pursuant to this Agreement the parties shall keep such records, files, and information confidential and shall comply with all laws and regulations concerning the confidentiality of such records to the same extent as such laws and regulations apply to both parties. "Confidential information, records or files" shall not mean information which either party has denominated in writing as not confidential; or information which at the time of disclosure is in the public domain or is independently acquired or developed other than by breach of this Agreement. Both parties shall notify their employees that they are subject to the confidentiality requirements set forth above. 10. LIMITATION OF LIABILITY. Notwithstanding any other provision of this Agreement to the contrary, including, without limitation, Special Provision 4, Indemnification, the express remedies provided within this Agreement are the State's sole remedies for breach of any and all warranties and for U S WEST's liability arising from the products or Services provided hereunder. In no event shall U S WESTs contractual liability to the State for damages of any nature include incidental, indirect, special, or copseGuential damages of any kind including but not limited to any loss of use, loss of business, or loss of profit. Limitation of liability shall be separately stated in the applicable Attachment(s) for the provision of U S WEST Service(s). This limitation of liabilitlr provision, and any other limitation or exclusion of damages in this Agreement do not limit or exclude U S WEST's liability which directly arises from Article 12, Patent and Copyright Indemnification or for death or bodily injury or damage to tangible property arising out of pertormance of this Agreement and directly caused by U S WEST, its employees, agents, or subcontractors. Remedies under this Agreement, applicable Attachment, Schedule or Order are exclusive and limited to those expressly described in this Agreement, the applicable Attachment, Schedule or Order. Each party shall be responsible for any actual physical damages it directly causes in the course of its pertormance under this Agreement, limited to damages resulting from personal injuries, death, or property damage arising from negligent acts or omissions. Each party shall self-insure its own property and shall be responsible for any damages caused by either party to such property. Notwithstanding any other provisions of this Agreement, no term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection or other provisions of the Colorado Governmental Immunity Act, Section 24-101 et seq, C.R.S., as now or hereafter amended. 11. REMEDIES. In addition to any other remedies provided for in this Agreement and without limiting its remedies otherwise available at law, the State may exercise the following remedial actions if U S WEST substantially fails to satisfy the duties and obligations in the Agreement. Substantial failure to satisfy the duties and obligations shall be defined to mean significant insufficient, incorrect, improper performance, activities, or inaction by U S WEST. These remedial actions are as follows: State of Colorado Master Services Agreement C DS-000606-0090/C Page ~ c. i 15 11.1. Suspend U S WEST's performance pending necessary con-active action as specified by the State without U S WEST's entitlement to adjustment in price/cost or schedule; and/or 11.2. Withhold payment to U S WEST until the necessary Services or corrections in performance are completed per the specifications stated; and/or 11.3. Deny payment for Services which have not been performed or conforming products not delivered due to circumstances caused by U S WEST. 11.4. Terminate the Agreement for default. The above remedies are cumulative. 12. PATENT AND COPYRIGHT INDEMNIFICATION. U S WEST will pay finally awarded costs and damages on the claim if: (1) U S WEST is notified promptly in writing by the State of any such claim, (2) U S WEST has control of the defense and settlement of the claim, and (3) the State cooperates with U S WEST in all respects to facilitate the settlement or defense of the claim. This indemnification does not apply to any infringement or claim of infringement: (a) arising from adherence to instructions or drawings which U S WEST has been directed by the State to follow; (b) which is not wholly inherent in tip Service, products or software itself as furnished by U S WEST; or (c) which relates to combinations of U S WEST supplied Service, equipment with any other software or equipment. U S WEST will have the right, at its option and expense, to procure for the State the right to continue using the Service, products or software in the event of a claim of infringement, to replace or modify it so it becomes non-infringing, or to reimburse the State for the cost less depreciation for its use based on a straight-line depreciati~~ schedule of seven (7) years. 13. LAWFULNESS. This Agreement and the parties' actions under this Agreement shall comply with all applicable federal, state, and local laws, rules, regulations, court orders, and governmental agency orders. 14. LEGAL AUTHORITY. U S WEST warrants that it possesses the legal authority 'o enter into this Agreement and that it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Agreement and to bind U S WEST to its terms. The person(s) executing this Agreement on behalf of U S WEST warrant(s) that such person(s) have full authorization to execute this Agreement. 15. SEVE:RABILITY. To the extent that this Agreement may be executed and performance of the obligations of the parties may be accomplished within the intent of the Agreement, the terms of the Agreement are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof. 16 COOPERATION OF THE PARTIES. U S WEST and the State agree to cooperate fully, to work in good faith, and to mutually assist each other in the performance of this Agreement. In connection herewith, the parties shall meet to resolve problems associated with this Agreement. Disputes arising under this Agreement which cannot be settled through negotiations may be resolved through the procedures set forth in the Colorado Procurement Code, and any judicial proceedings relating to this Agreement in Amy way shall be brought in the District Court in and for the City and County of Denver. State of Colorado Master Services Agreement CDS-000606-0090/C Page S of 15 17. HEALTH AND SAFETY COMPLIANCE. 17.1. U S WEST and the State will adhere to all applicable health, safety and environmental laws, rules and regulations, including the Occuoational Safety and Health Administration's ("OSHA") and the Environmental Protection Agency's ~"EPA") rules and regulations (collectively, "Safety Regulations"). Unless specified in the Agreement, U S WEST will not work in any area where a Hazardous Substance is present. "Hazardous Substance" means a substance regulated by any Safety Regulation and includes, but is not limited to, asbestos. U S WEST may work in an area containing non-friable asbestos if U S WEST determines in its sole judgment that the work will not disturb or cause the asbestos to become friable. 17.2. The State is responsible for informing U S WEST of the existence, location and condition of any Hazardous Substances that may be in or around the U S WEST work area. 17.3. U S 'WEST may, without affecting State's informational duties and indemnification, suspend work from the timE; it reasonably identifies areas where Hazardous Substances may be present until the work area is in compliance with then-constituted Safety Regulations. Any such suspension is not a default of the Agreement, and any delays from the suspension may result in a similar delay in work completion, without penalty to U S WEST. if the parties cannot agree whether U S WESTs work can be performed through completion without a violation of Safety Regulations, or cannot agree to payment of added costs, if any, either party may terminate the Agreement without penalty. Such termination shall not affect the State's obligation to pay for equipment, software and Services provided by U S WEST prior to the effective dates of termination. 18. FORCE MAJEURE. Neither U S 'WEST nor the State shall be liable to the other for any delay in, or failure of performance of, any covenant or promise, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to the extent that, such delay or failure is caused by force majeure. "Force majeure" means acts of God; acts of the public enemy; acts of the Stake and/or any governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restr,ct~ons; stakes or other labor disputes; freight embargoes; or unusually severe weather, or any other cause which is beyond the control of the party saffected and which, by the exercise of reasonable diligence, could not have been prevented by the party .affected. The existence of such causes of delay or failure shall extend the period for performance to such extent as may be necessary to enable the complete performance in the exercise of reasonable diligence after the causes of delay or failure have been removed. Nothing in this paragraph shall prevent the State from covering its requirements from another contractor during the period of delay. 19. TERMINATION FOR DEFAULT/CAUSE. a. Default. If U 5 WEST refuses or fails to timely perform any of the provisions of this Agreement, ~Nith such diligence as will ensure its completion within the time specified in this Agreement, the State may notify U S WEST in writing of the non-performance, and if pot corrected, or documentation is not provided to the State evidencing U S WEST's curative measures and/or plan for correcting the default within forty-five (45) days from U S WEST's receipt of such writing, the State may terminate U S WESTs right to proceed with the Agreement or such part of the Agreement as to which there has been delay car a failure to property perform. U S WEST shall continue performance of the Agreement to the extent it i5 not terminated and shall be liable for excess costs incurred in procuring similar products or Services elsewhere. State of Colorado Master Services Agreement CDS-000606-0090/C Page 7 of 15 b. U S WESTs Duties. Notwithstanding termination of the Agreement and subject to any directions from the State, U S WEST shall take timely, reasonable, and necessary action to protect and preserve property in the possession of U S WEST in which the State has an interest. c. Compensation. Payment for completed Services and/or products delivered and accepted by 1:he State shall be at the Agreement price. The State may reasonably withhold amounts due to U S WES-f as the State deems to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders and to reimburse the State for the excess costs incurred in procuring :similar products and Services. 20. INSURANCE. a. U S 1NEST shall obtain, and maintain during the term of this Agreement insurance in the following kinds and amounts: (i) Standard Workers' Compensation and Employer Liability as required by State statute, including occupational disease, covering all employees on or off the work site, acting within the course and scope of their employment: (ii) General, Personal Injury, and Automobile Liability (including bodily injury, personal injury, and property damage) minimum coverage's; (1) Combined single limit of $600,000 written on an occurrence basis. (2) Any aggregate limit will not be less than $1,000,000. (3) Combined single limit of $600,000 for policies written on a claims-made basis. The policy shall include an endorsement, certificate, or other evidence that coverage extends three (3) years beyond the performance period of the Agreement. (4) If any aggregate limits are reduced below $600,000 because of claims made or paid during the required policy period, U S WEST shall immediately obtain additional insurance to restore the full aggregate limit and furnish a certificate or other document to the State showing compliance with this provision. b. The State of Colorado shall be named as an additional insured on each liability policy. c. The insurance shall include provisions preventing cancellation without sixty (60) days prior notice by certified mail to the State. d. U S WEST shall provide to the State certificates showing adequate insurance coverage within seven (7) working days of award or Agreement execution, unless otherwise provided. r 21. INDEPENDENT CONTRACTOR RELATIONSHIP U S WEST SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE OF THE STATE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAXES AND LOCAL HEAD TAX ON ANY MONIES PAID PURSUANT TO THE AGREEMENT. U S WEST ACKNOWLEDGES THAT U S WEST State of Colorado Master Services Agreement C DS-000606-0090/C Page 8 of 15 22. LICENSES, PERMITS AND RESPONSIBILITIES. U SWEST certifies that, at the time of entering into this Agreement, it has currently in effect all necessary licenses, certifications, approvals, insurance and permits required to properly perform the Services of this Agreement. U S WEST warrants that it will maintain all necessary licenses, certifications, approvals, insurance and permits required to properly perform this Agreement without reimbursement by the State or other adjustment in the Agreement price. Additionally, all employees of U S WEST performing Services shall hold the required licenses or certification, if any, to perform their responsibilities. Any revocation, withdrawal or willful non- renewal of necessary licenses, certifrcations, approvals, insurance, and/or permits, required for U S WEST to praperly perform this Agreement shall be grounds for termination of this Agreement for default. 23 ASSIGNMENT AND SUCCESSORS. U S WEST agrees not to assign rights or delegate duties under this Agreement [or subcontract any part of the performance required under the Agreement) without the express, written consent of the State, which shall not be unreasonably withheld. Except as herein otherwise provided, this agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This provision shall'not be construed to prohibit assignments of the right 1:o payment to the extent permitted by section 4-9-318, CRS, provided that written notice of assignment ;adequate to identify the rights assigned is received by the controller for the Department of Personnel executing this Agreement. Such assignment shall not be deemed valid until receipt by such controller - as distinguished from the State Controller - and U S WEST assumes the risk that such written notice of assignment is received by the controNer for the Department of Personnel. Notwithstanding the foregoing, U S WEST may assign this Agreement to a parent„ subsidiary, successor or affiliated company without the consent of the State, however, U S WEST shall notify the State within thirty (30) business days of such assignment. 24. REPRESENTATIVES AND NOTICES. For the purpose of this Agreement, the individuals identified below are hereby designated representatives of the respective parties. Either party may from time to time designate in writing new or substitute representatives: State of Colorado U S WEST Attn: CITS Givision Director Attn: State of Colorado Strategic Account Manager 690 Kipling 1801 California, Room 1800 Lakewood, CO 80215 Denver, CO 80202 A thori With respect to the representative for the State, such individual shall have the authority to inspect and reject Services, approve invoices for payment, and otherwise act for the State, except with respect to the execution of formal amendments to or termination of this Agreement. State of Colorado Master Services Agreement CDS-000606-0090/C Page 9 of 15 AND tTS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS U S WEST OR A THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT Notices. All notices required to be given by the parties hereunder shall be hand delivered or sent by U.S. mail to the individuals at the addresses set forth below. Either party may from time to time designate in writing substitute addresses or persons to whom such notices shall be sent. State of Colorado U S WEST Attn: Telecommunications Contract Manager Attn: State of Colorado Strategic Account Manager 690 Kipling 1801 Califomia, Room 1800 Lakewood, C:O 80215 Denver, CO 80202 Copy to: U S WEST Legal Department BGS Account Partner Re: State of Colorado 1801 Califomia Street, Suite 5100 Denver, CO 80202 25. WAIVER. The waiver of any breach of a term, provision, or requirement of the Agreement shall not be construed or deemed as warver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. 26. GO\/ERNING LAW. The laws of the State of Colorado shall be applied in the interpretation, execution, and enforcement of this Agreement. The venue for any judicial action relating to performance of this Agreement shall be in the City and County of Denver. 27. ENTIRE UNDERSTANDING. This Agreement constitutes the entire understanding between State and U S WEST. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent novation, renewal, adcition, deletion, or other amendment hereto shall have any force or effect unless embodied in a writing executed and approved pursuant to the State r=iSC31 FiL'I@5. 28. ORC~ER OF PRECEDENCE. In the event of conflicts or inconsistencies between this Agreement and its Exhibits or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: 1) Colorado Special Provisions, pages to 2) Orders and Change Orders. 3) Attachments to this Agreement 4) Agreement, pages to 29. COLORADO SPECIAL PROVISIONS. The following State Special Provisions are hereby incorporated and become a part of this Agreement: State of Colorado Master Services Agreement CDS-000606-0090lC ?age 10 of 15 SPECIAL PROVISIONS CONTROLLER'S APPROVAL 1. This Agreement shall not be deemed valid until it shall have been approved by the Controller of the State of Colorado or such assistant as he may designate. This provision is applicable to any agreement involving the payment of money by the State. FUND AVAILABILITY 2. Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds far that purpose being appropriated, budgeted, and otherwise made available. BOND REQUIREMENT 3. If this Agreement involves the payment of more than fifty thousand dollars for the construction, erection, repair, maintenance, or improvement of any building, road, bridge, viaduct, tunnel, excavation or other public vvork for this State, U S WEST shall, before entering upon the performance of any such work included in this Agreement, duly execute and deliver to the State official who wdl sign the Agreement, a good and sufficient bond or other acceptable surety to be approved by said official in a penal sum not less than one-half of the total amount payable by the terms of this Agreement. Such bond shall be duly executed by .a qualified corporate surety conditioned upon the faithful performance of the Agreement and in addition, shall provide that if U S WEST or its subcontractor fail to duly pay for any labor, materials, team hire, sustenance, provisions, provendor or other supplies used or consumed by U S WEST or its subcontractor in performance of the work contracted to be done or fails to pay any person who supplies rental machinery, tools, or equipment in the prosecution of the work the surety will pay the same in an amount not exceeding the sum specified in the bond, together with interest at the rate of eight per cent per annum. Unless such bond is executed, delivered and filed, no claim in favor of U S WEST arising under such contract shall be audited, allowed or paid. A certified or cashier's check or a bank money order payable to the Treasurer of the State of Colorado may be accepted in the lieu of a bond. This provision is ire compliance with CRS 38-26-106. , INDEMNIFICATION 4. To the extent authorized by law, U S WEST shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by U S WEST, or its employees, agents, subcontractors, or assignees pursuant to the terms of this Agreement. DISCRIMINATION AND AFFIRMATIVE ACTION 5. U S WEST agrees to comply with the letter and spirit of the Colorado Antidiscrimination Act of 1957, as amended, and other applicable law respecting discrimination and unfair employment practices (CRS 24-34-402), a;nd as required by Executive Order, Equal Opportunity and Affirmative Action, dated April 16, 1975. Pursu<~nt thereto, the following provisions shall be contained in all State contracts orsub-contracts. During the performance of this Agreement, U S WEST agrees as follows: (a) U S WEST will not discriminate against any employee or applicant for employment because of race, creed, color, national ongin, sex, marital status, religion, ancestry, mental or physical handicap, or age. U S WEST- will take affirmative action to insure that applicants are employed, and that employees are State of Color2~do Master Services Agreement CDS-000606-0090/C Page 11 of 15 treated during employment, without regard to the above mentioned characteristics. Such action shall include, but not be limited '~ -he following: employment upgrading, demotion, or transfer, recruitment or recruitment advertisings; ,u; -~;fs or terminations; rates of pay or other forms of compensation; and selection for training, including apprenticeship. U S WEST agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth provisions of this non-discriminafion clause. (b) U S V~JEST will, in all solicitations or advertisements for employees placed by or on behalf of U S WEST, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical handicap, or age. (c) U S WEST will send to each labor union ar representative of workers with which he has a collective bargaining agreement or other contract or understanding, notice to be provided by the contracting officer, acivising the labor union or workers' representative of U S WESTs commitment under the Executive Order, Equal Opportunity and Affirmative Action, dated April 16, 1975, and of the rules, regulations, and relevant Orders of the Govemor. (d) U S WEST and labor unions will furnish all information and reports required by Executive Order, Equal Opportunity and Affirmative Action, dated April 16, 1975, and by the rules, regulations and Orders of the Governor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the office of the Govemor or his designee for purposes of investigation to ascertain compliance with such rules, regulations and orders. (e)A labor organization will not exclude any individual otherwise qualified from full membership rights in such labor organization, or expel any such individual from membership in such labor organization or discriminate against any of its members in the full enjoyment of work opportunity because of race, creed, color, sex, national origin, or ancestry. (f) A labor organization, or the employees or members thereof will not aid, abet, incite, compel or coerce the doing of any act defined in this Agreement to be discriminatory or obstruct or prevent any person from complying with the provisions of this Agreement or any order issued thereunder, or attempt, either directly or indirectly, to commit any act defined in this Agreement to be discriminatory. g) In the event of U S WESTs non-compliance with the non-discrimination clauses of this Agreement or with any of such rules, regulations, or orders, this Agreement may be canceled, temlinated or suspended in whole or in part and U S WEST may be declared ineligible for further State contracts in accordance with procedures, authorized in Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975 and the rules, regulations and orders promulgated in accordance therewith, and such other sanctions as may be imposed and remedies as may be invoked as provided in Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975, or by rules, regulations, or orders promulgated in accordance therewith, or as otherwise provided by law. (h)U S WEST will include the provisions of paragraphs (a) through (h) in every sub-contract and subcontractor purchase order unless exempted by rules, reguMation$, or orders issued pursuant to Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975, so that such provisions will be binding upon each subcontractor or vendor. U S WEST will take such action with respect to any sub-contracting or purchase order as the contracting agency may direct, as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event U S WEST becomes involved in, or is threatened with, litigation, with the subcontractor or vendor as a result of such direction by the contracting agency, U S WEST may request the State of Colorado to State of Colorado Master Services Agreement CDS-000606-0090tC Page 12 cf 15 enter into :such litigation to protect the interest of the State of Colorado. COLORADO LABOR PREFERENCE 6a Provisic-ns of CRS 8-17-101 & 102 for preference of Colorado labor are applicable to this Agreement if public works within the State are undertaken hereunder and are financed in whole or in part by State funds. 6b When a construction contract for a public project is to be awarded to a bidder, a resident bidder shall be allov-red a preference against anon-resident bidder from a state or foreign country equal to the preference given or required by the state or foreign country in which the non-resident bidder is a resident. If it is determined by the officer responsible for awarding the bid that compliance with this subsection .06 may cause dE;nial of federal funds which would otherwise be available or would otherwise be inconsistent with requirements of Federal law, this subsection shall be suspended, but only to the extent necessary to prevent denial of the moneys or to eliminate the inconsistency with Federal requirements (CRS 8-19-101 and 102). GENERAL 7. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision of this Agreement whether or not incorporated herein by reference which provides for arbitration by any extra- judicial body or person or which is otherwise in conflict with said laws, rotes, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole ~~ ~ ~ part shall be valid or enforceable or available in ;any action at law whether by way of complaint, cerense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this Agreement te~ the extent that the Agreement is capable of execution. 8. At all i:imes during the performance of this Agreement, U S WEST shall strictly adhere to all applicable federal and state laws, rules, and regulations that have been or may hereafter be established. 9. Pursuant to CRS 24-30-202.4 (as amended), the state controller may withhold debts owed to state agencies under the vendor offset intercept system for. (a) unpaid child support debt or child support arrearages; (ib) unpaid balance of tax, accrued interest, or other charges specified in Article 22, Title 39, CRS; (c) unpaid loans due to the student loan division of the department of higher education; (d) owed amounts required to be paid to the unemployment compensation fund; and (e) other unpaid debts owing to the state or any agency thereof, the amount of which is found to be awing as a result of final agency determination or reduced to judgment as certified by the controller. 10.The signatories aver that they are familiar with CRS 18-8301, et. seq., (Bribery and Corrupt Influences) and CRS 18-8-401, et. seq., (Abuse of Public Office), and that no violation of such provision is present. 11.The signatories aver that to their knowledge, no state employee has any personal or beneficial interest whatsoever in the service or property described herein: State of Colorado Master Services Agreement CDS-000606-C1090/C Page ~ 3 of 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day first above written. U S WEST: (Full Legal Name) ~~,~ ~.,,~~,~,,,~,~ Solomon 0. Trujillo Position (Title), CEO ATTORNEY GENERAL 84-027-3800 Social Security Number of Federal I.D. Number If Corporaticn Attest (Seap~ , Corporate Sec;~tary, or Equivalent, Town/,City/County C!ei :~ ~ J STATE OF COLORADO BILL OWENS, GOVERNOR EX IV DI T DEPARTMENT OF A?PROVALS: RRTNUR L. BARNHART STATE CONTROLLER s State of Colorado Master Services Agreement C DS-000606-OOEIO/C Page 14 of 15 .* Exhibit A Sample Bilateral Change Order Letter Date: State Fiscal 'Year 2000-2001 Bilateral Change Order Letter No. In accordance with Paragraph of contract routing number ,AMA ,between State of Colorado, General Support Services, Telecommunication Services and U S WEST covering the period of through the undersigned agree that the supplies/services affected by this change I~stter are modified as follows: Services/Supplies Price/Cost The maximum amount payable by the State for service) [supply~_ in Paragraph is (increased/decreased) by ($ amount of change) to a new total of ($ )based on the unit pricing schedule in accordance with the applicable service category submitted in the U S WEST's RFP Proposal which governs Service to the state. The first sentence in Paragraph is hereby modified accordingly; OR The parties agree that the changes made herein are "no cost" changes and shall not be the basis for claims for adjustment to [price) [cost ceiling), delivery schedule, or other terms or conditions of the Agreement. The parties waive and release each other from any claims or demands for adjustment to the Agreement, inGuding but not limited to price, cost, and schedule, whether based on costs of changed work or direct: or indirect impacts on unchanged work. Controller approval of this''no cosy' change is not required. __ U S WEST initials. Agency initials. This change to the Agreement is intended to be effective as of ,but, except with respect to "no cost" changes identified above, in no event shall it be deemed valid until it shall have been approved by the State Controller or such assistant as he may designate. Please sign, date, and return all copies of this letter on or before 19 U S WEST: By: Name Title APPROVALS: By: For Division State of Colorado Master Services Agreement CDS-000606-0090/C State of Colorado: BILL OWENS, GOVERNOR By: For the Executive Director Colorado Department of FOR THE STATE CONTROLLER By: State Controller or Designee Page 15 of 15 Master Agreement No. CDS-000606-0090 Attachment 4 ATTACHMENT 4 FOR INTEGRATED SWITCHED DIGITAL NETWORK SERVICE TO THE MASTER SERVICES AGREEMENT BETWEEN THE STATE OF COLORADO AND QWEST CORPORATION This Attachment 4 to the Master Services Agreement ("Agreement") between the State of Colorado, acting by and tnrough the Department of Personnel, General Support Services, Colorado Government Technology Services, Telecommunications Services (the "State") and Qwest Corporation ("Qwest") is hereby attacheci and made a part of the Agreement. This Attachment 4 is subject to the terms and conditions of thy: Agreement, except as stated herein. In the event of a conflict between the terms and conditions of th s Attachment 4 and the terms and conditions of the Agreement, this Attachment 4 shall govern for the aurposes of this Attachment only. In the event the Agreement terminates prior to this Attachment 4, it is understood and agreed that this Attachment4 shall continue in full force and effect as long as any service i:s provided hereunder until completion of the term of this Attachment 4. The applicable terms and conditions c+f the Agreement shall also continue in force as they relate to this Attachment 4 during such period. This Attachment 4 is for the provision of Qwest Integrated Switched Digital Network Service ("ISDN" or "Service") as defined herein. 1. SCOPE. 1.1. Qwest :shall provide and the State shall pay for Service. Service is a digital intraLATA, intrastate, switched local exchange telecommunications service utilizing ISDN PRI Primary Rate Interface (1SDN- PRI) technology/ that transports and distributes voice, data, image, and/or facsimile communications separately or simultaneously over the public switched local exchange network, as defined herein. Service components are T1 transport {"T1"}, ISDN PRI configuration, and trunks. Other than pricing and termination liability, Qwest shall provide Service in accordance with the applicable State Tariff, Price List, and/or Catalog I"Tariff") which governs Service in the state Service is provided, incorporated herein by this reference. Qwest is offering Service to the State with volume and term pricing provisions ("Service Volume/Term D scount Pricing Plan"). Pursuant to state requirements, Qwest will submit this Attachment to the Colorado state commission. In the event the commission does not approve this unique offering, Service shall be offered in accordance with the applicable Tariff provisions. Any conflict between the Tariff and this Attachment shall be resolved in favor of the Tariff. Tariff shall be defined as the applicable State Tariff, Price List, Price Schedule, Administrative Guideline and/or Catalog ("Tariff") which governs Service in the state in which Service is provided. 1.2. Service operates at 1.544 megabits per second (Mbps). It is comprised of 23 B-channels and 1 D-channel. Each B-channel transmits voice or data at 64 kilobits per second (Kbps). The D-channel carries signaling information at 64 Kbps. 1.3. Subject to availability, additional Service may be equipped at the same location to provide 24 B-channels only (248) or to provide 23 B-channels plus 1 back-up channel (236+BUD). 1.4. Customer has also elected to rate stabilize the DID trunks or DS1 trunks. 1.5 The State agrees that Service shall not be used to provide long distance services, including voice traffic using Internet technologies, and will thus avoid switched service access charges. 2. TERM. 2.1. This Attachment becomes effective subject to availability of funds, upon approval by the State Controller or designee ("Effective Date"}, and shall continue for an initial term of sixty (60) months from January 30. 2001/jps/MNTAttach 4 ISDN-PRS ICB 1-30-07CIean doc Page 1 CDS-001206-0114lC ;12; ,-.or,,,a. 2.2. Should Qwest cor,tinu: to provide S~Nice e`er ibis term `.Vlthvut a i;.rth~r Gcr~a,~~~..c, ~, : , :,'rc3 charges will ecmvert to the ao^IICa012 month-to-month rate under the ~ar:~s ar;G ~olcl.;,!",:: _, r~.a applicable Tariff, or in its absence, this Attachment. 3. ScR'JIC:E ORDERS. Q`roest will prr.~rde and maintain the SeNice, and the State acrees tc :~ ,.;::., Sen,'ice, at the Iccations, for the term long: which must be eahe:r thirt,~-six (36) or sixty (EO) mcn~; c. ' , i.: e quantities and fcr the charges specined i., SeNice Orders} issued under this Attachment 4, ~~~h;~ ; ' " l~;i:: reference are incorporated and made ?art of this Attachment. At a minimum Service Orders shall ins;h .''~ ,a name of the State entity purchasing SaNice, the locations where SeNice shall be provided, the qu,:~.. -lets e~ SaNice purchased, the type of ISDN Service for each Iccation (i.e. ISGN `.vcth trunks and DIC, ISDN! ti~i;; ~ onc- way trunks only ISDN with two-w2;i trtmks), the Service Order term length, the monthly recurring ; ; ;;a~. and nonrecurring charges for each Iccation, and the total monthly recurring and nonrecurinc -;,~ ;~. irr Servic° under t~iat Service Crder. All SeNic ~ Orders issued hereunder shall be coterminc~;„ ;~~; , ;hi= Attachment4. 1'he Service Order`erm is attached hereto 2s Exhibit 1. Pricing en all SeNice Order; ;~-!;:>:; hereunder shall :e in accordancew'(th the State of Colorado Master AgreementlSDN Pricinc TaF!-~, i;: •; , _~.: as Exhibit 2 and incorporated herein by rference. 4. CHARGE ~S AND 8iLL1NG. 4.1 Charge;; for Service shall be those specined in the SaNice Order(s) issued hereunder. ;.. ~adci;:c, r ,c the monthly recurring charges and nonrecurring charges speci led in such Se^rice Order(s), the St=y'. • r;7sli pay Qwest all applicable ta::es, usual and customary surcharges and all government imoosed ~~,.. ~;;c: charges that relate to the Service or installation rendered hereunder. Under this Attachment, ~:~ ;: ~.~~e must 1) maintain a minimum of ele`r~n (11) circuity with Cwest to receive the vciume discounts ~4t f, ! :: ~ on Exhibit 2, or 2) have the PRS ride a contracted T3 or higher, in order to receive discounts. If til, ;~~ui~ already has contracted T3 or higher circuit(s), the charges contained herein are based upon the Stat°':: i,~~;:nt to install individual PRS T-1 circuits on the State's said ccrcuct. In the event the State's Service is nog !, : ; ~ ', :d on a contracted T3 or highercircuit, a pricing adjustmentwill be made to all PRS T-1 circuits in sac rice.. ,~;;a adjustmentwill revert circuits to existing Tariff rates, retroactive to the orginal installation date, as evid; need by Qwest records. If the State does not currently have contracted T3 or higher circuit(s), the c:. ,; ;as contained hereir are based upon the State's intent to transition individual PRS T-1 circuits to PRS cony; acte~ T3 c, higher circuits when available. The State will have 10 business days from the date PRS conU~ac:a~ i 3 or higher SeNice: is installed to mirrate the SeNice contained herein to the contracted T3 or higher circuit. in the event the State's Service is net migrated, a pricing adjustment will be made to all PRS T-1 circus(: in service. The adjustmentwill revert circuits to existing Tariff rates, retroactive to the original instai'~.:icn '~ :a, as evidenced by west records. 4.2. If, within ninety (90) days of the Service Order application date, Qwest is unat;le to provida ~~_; ~:': ~, Qwest will recognize both the State's active circui`s and its ordered circuits, in calculating t;~. i~~:~,„ discount level. Delayed ordered circuits shall be defined as those circuits that Qwsst was unable ;. ~-' .:, within the ninety (90) day cycle. Qwest will bill the State at a ne`v volume rate, effective on the 91=' (': '; , ,~ .;;,; sum of the active and ordered circuit: reflect a new volume discount level. If aster nine*~ (fi0) days, tl;~ ;`~,•~ cancels any ordered circuits which are included in determining the State's volume discount lev~1, ~ ~ r.:~, ~•. i;l adjust the bi!linr_( retroactively to reflect tl,e correct volun;e discount level, should cance'.lat;cn ~ ~,.- -~. ~~,a calculation on ttiE; date calculated. 4.3. The charges for Serri;es under this Attachment, including any and all discounts to '.:~;i~:. ;.: ~ _.~ may be entitled, will be offered and charged to the State independently from and rgardla~a cl ,:,.t ; ".~ ::'s purchase of any customer premises equipment or enhanced services from Qtivest. 4.~. if SeNice is not available in the State's switch, an interoffca mcleage c;:arge ;cr ~; s.n~ .~ pan switches shall apply and it will be included in `.he charges stabilized and specia~d i~ :`s ?a; -:.. ; ~,,;. 5. SERVICE CHANGES. 5.1. MOVES The State may move the physical location of all or part of Service to another location within the samE: Qwest intrastate intraLATA serving area as the Service being moved, provided the following conditions for the move are met: 1) Service moved to the new location is provided to the State by Qwest; 2) the State advises Qwest that Service at the new location replaces existing Service; 3) the State's requests for the disconnection of the existing Service and the installation at the new location are received by Qwt~st on the same date; 4) the State requests Qwest to install the service at the new location on or prior to the disconnection date of the existing Service; and 5) the State agrees to execute written amendments or change orders to the relevant Service Order(s) under this Attachment, pay all then current recurring and nonrecurring charges related to the service at the new location, pursuant to this Attachment, and if the move is within the same Qwest switch, pay $500.00 per span, or if the move is to a different Qwest switch, pay $1,000.00 per span. 5.2. ADDITI~~NS TO SERVICE. The State may request additions to Service and Qwest will supply such additions to the State, subject to the following conditions: 1) Qwest commercially offers such additions and necessary facilities are technically and practicably available; 2) the charges for additional Service will be ~:harged according to the following criteria: a) Service may only be added through month 36 of this Attachment 4, and the State will be charged at the rates specified herein through month 36 of this Attachment, and nonrecurring charges for such additions to Service will be waived. b) Service added after the 36th month may be added as follows: 1) the State and west may renegotiate and execute a new term agreement that would include existing Service plus additional Service, 2) Service may be ordered under ~r new and separate agreement, or 3) Service may be ordered under the month-to-month tariff rates then in effect. Threshold quantities as defined in Section 6 below will be revised to reflect Service additiors. 6. TERMII~ATION. 6.1 Either Party may terminate this Attachment for cause provided written notice is given the other Party specifying the cause for termination and requesting correction within thirty (30) days and such cause is not corrected within that thirty (30) day period. Cause is any material breach of the terms of this Attachment. E~:cept as provided for in Section 2.2 of the Agreement (Fiscal Funding), if Qwest terminates this Attachment or Service Order(s) hereunder for cause, or if the State terminates this Attachment WITHOUT cau;~e, the State shall pay early termination charges, as follows: If termination is prior to installation of S~:rvice and after execution of the relevant Service Order, early termination charges shall be those reasonable expenses incurred by Qwest through the date of termination. A Threshold quantity will be set for each separately billed State entity (a "Customer of Record") based upon the initial Service ordered by the Customer of Record. If, during the Minimum Service Period, a Customer of Record disconnects Service below the Threshold, the Customer of Record shall pay a termination charge based upon 100% of the monthly recurring rate for the months remaining in the Minimum Service Period. After the Minimum Service Period, the Customer of Record shall pay termination charges for Service that is below the Threshold, calculated as follows: 1) in months thirteen (13) through twenty four (24), quantity of Service termin~lted multiplied by the number of months remaining in this Attachment multiplied by eighty percent (80%) of the existing monthly rate for Service; 2) in months twenty-five (25) through thirty-six (36), quantity of Service terminated multiplied by the number of months remaining in this Attachment multiplied by seventy percent (70%) of the existing monthly rate for Service; 3) in months thirty-seven (37) through forty-eight (48) quantity of Service terminated multiplied by the number of months remaining in this Attachment multiplied by sixty-five percent (65%) of the existing monthly rate for Service; and, 4) in months forty-nine (49) through sixty (60), quantity of Service terminated multiplied by the number of months remaining in this Attachment multiplied by forty-five percent (45%) of the existing monthly rate for Service. 6.2 A termination charge will be waived when all of the following conditions are met: 1) the Customer of Record discontinues their contracted service(s) and signs a new service agreement(s) for any other owest-providec service(s); 2) the new service agreement(s) have a total value equal to or greater than January 30, 2001~ps/MNTAttach 4 ISDN-PRS ICB 1-30-01CIean.dx Page 3 CDS-001206-01141 C 115°/a 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); 3) the Customer of Record places the orders to discontinue the service and establish new service at the same time, and 4) a new minimum service period goes into effect when the new service agreement term begins. New service is defined as newly installed service placed under new service agreement(s), or newly installed additions to existing service agreement(s), but does not include renewals of expiring service agreement(s), renegotiations of existing service agreement(s), or conversions from month-to-month service to contracted service. The waiver does not apply to changes between regulated products and .services and unregulated or enhanced products and services. 7. OUT-~DF-SERVICE CREDIT. If Qwest causes a Service interruptjon, 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 twenty-four (24) consecutive hours after Qwest receives notice of it, Qwest will give the State credit c~~lculated by: (a) dividing the monthly rate for the affected Service by thirty (30) days; and then (b) multiplying that daily rate by the number of days, or major fraction, that Service was interrupted. 8. OWNI=RSHIP AND PROVISIONING OF SERVICE. Title to, and ownership of, all equipment and facilities Qwe:~t uses in supplying Service is and remains with Qwest. Qwest will provision and supply Service described in this Attachment in any manner and by means of any equipment, software, and facilities Qwest choose;. The method of provisioning of Service is a matterwithin Qwest's sole discretion. 9. SERVICE SUSPENSION/MAINTENANCE. Qwest may from time to time suspend Service for routine maintenance or rearrangement of facilities or equipment. Qwest will give the State advance notification of the Service suspension. Such Service suspension is not considered an Out•of-Service condition provided Service is restored by the end of the period specified in the notification. 10. LIMITATION OF LIABILITY. The terms and conditions of Section 10. Limitation of Liability of the Agreement shall apply to this Attachment 4. Notwithstanding such terms and conditions, except as provided in th~s Attachment, any Qwest liability to the State for any damages of any kind under this Attachment shall not exceed, in amount, a sum equivalent to the applicable out-of-service credit. 11. TERMS OF AGREEMENT NOT APPLICABLE TO THIS ATTACHMENT. The terms and conditions contained in the following sections of the Agreement shall not apply to this Attachment 4 or its related Service Orders(s): a. Section 1.4 -Data and Document Deliverables (this Section is not applicable to Service provided under this Attachment 4). b. Section 2.1 -Term (this Section is superseded by Section 2 of this Attachment 4). c. Section 19.a. -Termination for Default (this Section is superseded by Section 6 of this Attachment 4). January 30, 2001/jFs/MNT Attach 4 ISDN-PRS ICB 1-30-O1CIean doc Page 4 COS-001206-0114/ IN WITNESS WHEREOF, the Parties hereto have executed and authorized this Attachment 4 effective with its approvi:~l by the State Controller or designee, as shown below, QWEST CORPORATION 6y ~ .~V' ~ ~--~ ,~' Position (Title)_ lr1 ~K~ ~J~J 84-07.73~'t?0 STATE OF COLORADO BILL OWENS, GOVERNOR EXECUTIVE DIRECTOR DEPARTMENT OF Feder~i ~ D. ~~Jurnber attest (S~~al) , csy _ Corporate Secretary, or Equivalent Approved for Business Terms: By: ~~ ~: Name: Tom Schmuke Title: Director oi' Pricing and Offer Management Date: o~ -~i ~~ - O ~ APPROVALS: STATE O TROLLER THUR L. BARNHART' ~~ ~yT~~ Date sue- ~~ ~~' ~ Al By January 30, 2001/ps.'MNT Attach 4 ISDN-PRS ICB 1-30-01 Redline.doc Page 5 CDS•001206-0 t t d/C EXHIBIT 1 TO ATTACHMENT 4 FOR INTEGRATED SWITCHED DIGITAL NETWORK SERVICE SERVICE ORDER FORM State Entity rurchasing Under ibis service Order: Term Length of this Service Order (either 36 or 60 months: Service Order Issuance Date: . ~ - - _ • ~ _ • _ ' ~ • `~ • •- - ~ ~^ ~- - CustornerAddress~ ~ i = . ~ ISDN w/ Trunks 8 _ -.DID - s Service: ; UAS w/ UAS w/ One-Way Two- Trunks -Way ~ - - Trunks ~ Dry SOC ~ •• Description ~ Monthly Recurring Charge/ .Each Non _ Recurring Charge/ Each Z4D ISDN-PRS (ICB)* $ $ Z4D ISDN-PRS (ICB)* $ $ Z4D ISDN-PRS (tCB) * $ $ Z4D ISDN-PRS (ICB) * $ $ Z4D ISDN-PRS (ICB) * $ $ Z4D ISDN-PRS (ICB) * $ $ Z4D ISDN-PRS (ICB) * $ $ Z4D ISDN-PRS (ICB) * $ $ Z4D ISDN-PRS (lC6) * $ $ Z4D ISDN-PRS (ICB) * $ $ Total Rate Stabilized Monthly Recurring for above Service Total Nonrecurring Charge for above Service Customer's Threshold (T-1 circuits used to deliver PRS) for this Service Order is T-1 circuits *Includes T-1, service configuration and trunking. S January 30, 2001lps/MNT Attach 4 ISDN-PRS ICB 1-30-01CIean doc Page 6 CDS-001206-0114/C EXHIBIT 2 TO ATTACHMENT 4 FOR INTEGRATED SWITCHED DIGITAL NETWORK SERVICE State of ColoradoMasterAgreementlSDNPricing Table ISDN PRS Spans' 36 Month 60 Month Monthly Rwte NRC Monthly Rate NRC Customer has 11-50 ISDN PRS Spans (Not Ridin DS3) $1,300 $1,778 $1,250 $0 Customer has 11-50 ISDN PRS Spans (Ridin DS3 or Higher Service) $975 51,778 $925 $0 Customer h<3s 51-99 ISDN PRS Spans (Not Riding DS3) $1,025 51,778 $975 $0 Customer has 51-99 ISDN PRS Spans (Ridin DS3 or Hi her Service) $925 51,778 $900 $0 Customer has 100-149 ISDN PRS Spans $895 51,778 $870 $0 Customer has 150-999 ISDN PRS Spans $845 $1,778 $820 $0 "Note: State cf Colorado can be used as an umbrella organization to get lower pricing for the various State departments and agencies, local Colorado governments and K-12 schools, even if the Service is billed directly to the department or agency. January 30. 2001ljpS/MNT Attach 4 ISDN-PRS ICB 1-30-01CIean.doc CDS-001206-011 ~IIC