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HomeMy WebLinkAboutC09-356 Qwest ISDN PRS/DSS Spring 2009 OfferQWEST ISDN PRS/DSS SPRING 2009 OFFER May 26, 2009 - August 21, 2009 {THIS PROMOTIONAL OFFER IS NOT SUBJECT TO NEGOTIATION OR REVISION BY CUS70MER1 This Qwest Corporation ISDN PRS/DSS Spring 2009 Offer ("AgreemenY') is between Qwest Corporation including its subsidiaries ("QwesY') and Eagle County Department of Information Technology ("Customer") and is effective on the date Qwest signs it ("Effective Date"). Qwest will provide, and Customer will purchase, Qwest Bulk Rated Integrated Services Digital Network Primary Rate Service ("ISDN PRS"), and/or Digital Switched Service ("DSS") "Advanced" or "Basic" trunks (individually and collectively referred to as "Service") under this Agreement. This Agreement supersedes in its entirety that Qwest ISDN Primary Rate Service and DSS with Trunks and/or UAS Individual Case Basis ("ICB") Rate Plan (the "Previous AgreemenY'; Contract Number Q221895) by and between the parties and dated May 18, 2009. The Previous Agreement proposed to offer PRS service where it was not available, and as such is terminated in its entirety with no liability to Customer. Any Qwest tariff, price list, price schedule, administrative guideline, catalog, and other rate and term schedules (hereinafter, whether individually or together, "Tariff") applicable to the Service is incorporated into this Agreement by reference and made a part of this Agreement. The Service will be governed by: (a) the Tariff applicable to the Service; and (b) to the extent a comparable Tariff term or condition does not apply to the Service, the terms and conditions set forth in this Agreement. GZwest reserves the right to amend, change, withdraw, or file additional Tariffs in its sole discretion, with such updated Tariffs effective upon posting or fulfillment of any necessary regulatory requirements. Service is subject to technical publication 77400 located at http://www.qwest.com/techpub/ ("Tech Pub"). 1. Scope. 1.1 ISDN PRS. If Customer purchases ISDN PRS, Qwest will provide digital intraLATA, intrastate, switched local exchange telecommunications service utilizing ISDN PRS technology that transports and distributes voice, data, image, and facsimile communications separately or simultaneously over the public, switched, local exchange network. An ISDN PRS circuit includes a DS1 facility, an ISDN PRS service configuration, and trunks. ISDN PRS operates at 1.544 megabits per second (Mbps). ISDN PRS may be configured as 23 B channels and one D channel, 24 B channels only (24B), or 23 B channels and one back-up D channel (23B+gUD). Each B channel transmits voice or data at 64 kilobits per second (Kbps). The D channel carries signaling information at 64 Kbps. 1.2 ISDN PRS-UAS. Customer may also select Uniform Access Solution service as an optional feature as that service is defined in the Tariff under Primary Rate Service. An ISDN PRS-UAS circuit provides digital service 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: (a) In-only trunking; or (b) Two-way trunking. 1.3 DSS. If Customer purchases DSS, Qwest will provide Customer with a circuit that includes a digital DS1 facility and common equipment to interconnect with QwesYs local exchange switching office. Customer may purchase DSS with basic flat usage trunks or with advanced flat usage trunks that include DID trunk terminations for access to the local exchange and toll networks. DSS Advanced and Basic operates at a maximum speed of 1.544 Mbps. 1.4 Customer represents and warrants that it (check one box): ^ IS NOT a provider of "information service," as that term is defined in 47 U.S.C. §153 (20). ^ IS a provider of "information service," as that term is defined in 47 U.S.C. §153 (20), and that ISDN PRS under this Agreement WILL NOT be used to provide information service to its End Users, including but not limited to termination or origination of Voice over Internet Protocol ("VoIP"). "End Users" means any entity to which Customer provides information service. If at any time during the Term of this Agreement this representation and warranty is no longer accurate, Customer agrees to notify Qwest and execute an amendment to add the ISP Certification Addendum. ^ IS a provider of "information service", as that term is defined in 47 U.S.C. §153 (20), and that ISDN PRS under this Agreement WILL be used to provide information service to its End Users, including but not limited to termination or origination of Voice over Internet Protocol ("VoIP") and therefore must agree to the additional terms and conditions set forth in the ISP Certification Addendum attached hereto and incorporated herein by reference. "End Users" means any entity to which Customer provides information service. 2. Eligibility. In order to qualify for pricing under this Agreement (a) Customer must sign and return this Agreement to Qwest no later than August 21, 2009; (b) initial Service must be installed, and Customer must accept Service, no later than September 21, 2009, unless a facility delay is caused by Qwest; and (c) ISDN PRS Service location(s) must be served by disclosed ISDN wire centers, including Remote Central Offices ("RCO"), as defined in the Tariff. 3. Term. 3.1 This Agreement will expire 60 months from the date the Service is available to Customer under this Agreement, as evidenced by Qwest records ("Term"). The Minimum Service Period for Service is 12 months from the date Service is available for use ("Minimum Service Period"). Any Service installed for 12 consecutive months prior to the Effective Date of this Agreement will be deemed to have met the Minimum Service Period. 3.2 Should Qwest continue to provide the 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. 3.3 Non-Appropriations. Copyright O Qwest. All Rights Reserved. Page 1 v1.070709 Q221895 CONFIDENTIAL ~ ~ ~~ QWEST ISDN PRS/DSS SPRING 2009 OFFER May 26, 2009 - August 21, 2009 (a) Customer intends to continue this Agreement for its entire term and to satisfy its obligations hereunder. For each succeeding fiscal period Customer agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. (b) In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement (as evidenced by notarized documents provided by Customer and agreed to by Qwest), Customer may terminate this Agreement by giving Qwest not less than 30 days prior written notice. Upon termination Customer will remit all amounts due and all costs reasonably incurred by Qwest through the date of termination and, to the extent of lawfully available funds, through the end of the then current fiscal period. 4. Service Provided. 4.1 Qwest will provide and maintain the Service at the locations and in the quantities specified in Pricing Attachment(s), incorporated herein by this reference, and as requested on any subsequent order for Service or amendment to this Agreement. 4.2 Qwest will notify Customer of the date the Service is available for use. If Customer informs Qwest that it is unable or unwilling to accept the Service at such time, (a) the initial Service will be held available for Customer until the earlier of either 30 business days from such date, or September 21, 2009, and (b) subsequent Service will be held for 30 business days from such date ("Grace Period"). If after the Grace Period, Customer still has not accepted Service, Qwest may either: (a) commence with regular monthly billing for the subject Service; or (b) cancel the subject Service. If Customer cancels an order for Service prior to the date the Service is available for use, or is unable to accept the Service during the Grace Period and Qwest cancels the Service at the end of the Grace Period, the Tariff cancellation charges may apply. 5. Charges and Billing. 5.1 Customer will pay the total monthly recurring charges ("MRC") and nonrecurring charges ("NRC") for the Service specified in the Pricing Attachment(s). For Service requested on any subsequent orders or amendments to this Agreement, Customer will also pay the total MRC and NRC specified on the subsequent orders or amendments. The MRC will not change during the Term of this Agreement. Customer must pay Qwest all charges by the payment due date on the invoice. Any amount not paid when due will be subject to a late charge as specified by the Tariff, or if there is no such late charge specified in the Tariff, the amount due will be subject to late interest at the lesser of 1'/z% per month or the highest rate permitted by applicable law. Customer must also pay Qwest any applicable federal, state and local taxes, surcharges, and other similar charges ("Taxes") assessed in connection with Customer's Service. Taxes are subject to change. Qwest may reasonably modify the payment terms or require other assurance of payment based on Customer's payment history or a material and adverse change in Customer's financial condition. 5.2 The charges for Service 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. 5.3 If Service is not available in Customer's wire center, interoffice mileage charges ("Mileage MRC" and "Mileage NRC") for transport between switches will apply. 6. Customer Responsibilities for 911 Call Routing. 6.1 If Customer purchases ISDN PRS under this Agreement, Customer understands and acknowledges that the PBX's main number Automatic Number ldentification (ANI) may be forwarded to a Public Safery Answering Point ("PSAP") during a 911 call. DID digits assigned to a PBX station may not be forwarded to a PSAP for 911 calls unless an Automatic Location Identification (ALI) record has been created for the DID number. 6.2 Customer's PBX must be capable of recognizing "911" or "9911" digits as a complete dialing sequence, and routing those calls as an outbound local call. 6.3 Customer releases Qwest from any liability if an incorrect telephone number or no telephone number is forwarded by Qwest to a PSAP as a result of PBX or ISDN PRS signaling parameters set by Customer. 7. Service Changes. 7.1 Moves. Customer may move the physical location of all or part of Service to another location within a Qwest serving area, provided the following conditions are met; (a) Service moved to the new location is provided to Customer by Qwest; (b) Customer advises Qwest that Service at the new location replaces the existing Service; (c) Customer's request for disconnection of the existing Service and installation of the Service at the new location are received by Qwest on the same date; (d) Customer requests that Clwest install the Service at the new location on or prior to the disconnection date of the existing Service; and (e) Customer agrees to pay all applicable rates and charges for the requested move and Service at the new location. 7.2 Additions to Service. Service may be added up to 12 months prior to the expiration date of this Agreement at the rates specified herein. Qwest will supply such additions to Customer, subject to the following conditions: (a) the necessary facilities are available, as determined by Qwest, to provide the Service; and (b) a new Minimum Service Period is established for each new addition Copyright O Qwest. All Rights Reserved. Page 2 v1.070709 Q221895 CONFIDENTIAL QWEST ISDN PRS/DSS SPRING 2009 OFFER May 26, 2009 - August 21, 2009 to Service. If the Service being added is not itemized in a Pricing Attachment, Customer agrees to execute a written amendment evidencing such addition to Service. 8. Termination. 8.1 Either party may terminate this Agreement in accordance with the applicable Tariff or for Cause. "Cause" means the failure of a party to perform a material obligation under this Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from Qwest of such default (unless a different notice period is specified in the Tarif~; or (b) or any other material breach, within 30 days of written notice (unless a different notice period is specified in the Tariff or this Agreement). Customer will remain liable for charges accrued but unpaid as of the termination date. 8.2 If, prior to the conclusion of the Term, this Agreement is terminated either by Qwest for Cause or by Customer for any reason other than Cause or for non-appropriations as set forth in Section 3.3 above, then Customer will also be liable for 100% of the MRC for terminated Service times the number of months (or fraction thereo~ remaining (if any) in the Minimum Service Period, and 75% of the MRC times the number of months (or fraction thereo~ remaining in the Term after the Minimum Service Period ("Termination Charge"). 8.3 A Termination Charge will be waived when all of the following conditions are met: (a) Customer discontinues Service and signs a new service agreement(s) for any other Qwest provided service(s); (b) 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 nonrecurring charges); (c) Customer places the orders to discontinue the Service and establish new service at the same time (within 30 calendar days of each other if service is in New Mexico); (d) the new service(s) installation must be completed within 30 calendar days of disconnection of the Service, unless such installation is delayed by Qwest; and (e) a new minimum service period goes into effect, if applicable, when the new service agreement term begins. The waiver does not apply to changes between regulated and unregulated or enhanced products and services. 9. 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 24 consecutive hours after Qwest receives notice of it, Qwest will give Customer credit calculated by dividing the monthly rate for the affected Service by 30 days; and then multiplying that daily rate by the number of days that Service was interrupted. 10. Disclaimer of Warranties. QWEST DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY QWEST, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES WILL CREATE ANY WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE. 11. Limitation of Liability. NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED CLAIM BY CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES FOR SUCH CLAIM WILL BE LIMITED TO THE APPLICABLE OUT-OF-SERVICE CREDITS, IF ANY. This limitation of liability will not apply to a party's indemnification obligations or Customer's payment obligation for charges under this Agreement, (e.g., Service charges, Taxes, interest, and termination or cancellation charges). 12. Personal Injury, Death, and Property Damage. Each party will be responsible for the actual, physical damages it directly causes to the other party in the course of its performance under this Agreement, limited to damages resulting from personal injury or death to a party's employees and loss or damage to a party's personal tangible property arising from the negligent acts or omissions of the liable party; PROVIDED, HOWEVER, THAT NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER. 13. Confidentiality; Publicity. Except to the extent required by the Colorado Open Records Act or other similar laws, neither party will, without the prior written consent of the other party: (a) disclose any of the terms of this Agreement or use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. QwesYs consent may only be given by its Legal Department. "Confidential Information" means any information that is not generally available to the public, whether of a technical, business or other nature and that: (c) the receiving party knows or has reason to know is confidential, proprietary or trade secret information of the disclosing party; or (d) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect such information against unrestricted disclosure. Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receiving party or is already known or is independently developed by the receiving party. Notwithstanding anything to the contrary in this Section 13, Qwest acknowledges and agrees that this Agreement will be executed by Customer in a public hearing and that copies may be distributed to anyone in attendance or who otherwise requests a copy. 14. Governing Law; Dispute Resolution. 14.1 Governinq Law; Forum. This Agreement will be governed by the laws of the state of Colorado, except with regard to matters which are within the exclusive jurisdiction of the state or federal regulatory agency. Those matters alone will be governed by the laws of Copyright O Qwest. All Rights Reserved. Page 3 v1.070709 Q221895 CONFIDENTIAL QWEST ISDN PRS/DSS SPRING 2009 OFFER May 26, 2009 - August 21, 2009 the appropriate jurisdiction. Any legal proceeding relating to this Agreement will be brought in a U.S. District Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in the location of the party to this Agreement not initiating the action, as indicated in the Notices section. But Qwest may, at its discretion, initiate proceedings in Denver, Colorado to collect undisputed amounts billed. This provision is not intended to deprive a small claims court or state agency of lawFul jurisdiction that would otherwise exist over a claim or controversy between the parties. 14.2 Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a jury trial and any right to pursue any claim or action relating to this Agreement on a class or consolidated basis or in a representative capacity. 15. Notices. Unless othervvise provided herein, all required notices to Qwest must be in writing, sent to 1801 California St., # 900, Denver, CO 80202; fax # 888-778-0054; Attn.: Legal Dept., and to Customer at its then current address as reflected in QwesYs records Attn.: General Counsel or other person designated for notices. Unless otherwise provided herein, all notices will be deemed given: (a) when delivered in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail; (c) when delivered via overnight courier mail; or (d) when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 16. General. Customer may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Qwest, which consent will not be unreasonably withheld. Customer may not assign to a reseller or a telecommunications carrier under any circumstances and Customer represents that it will not resell the Service. This Agreement is intended solely for owest and Customer, and not to benefit any other person or entity e.g., Customer's members, End Users, customers, or any other third parties who use or access the Service or the Qwest network via the Service. If any term of this Agreement is held unenforceable, such term will be construed as neariy as possible to reflect the original intent of the parties and the remaining terms will remain in effect. Neither party's failure to insist upon strict performance of any provision of this Agreement will be construed as a waiver of any of its rights hereunder. All terms of this Agreement that should by their nature survive the termination of this Agreement will so survive. If there is a conflict in any term or condition of any documents that govem the provision of the Service hereunder, the following order of precedence will apply in descending order of control: the Tariff, this Agreement, the Tech Pub, and Qwest records. Neither party will be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by a Force Majeure Event. "Force Majeure EvenY' means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, flood, labor strike, sabotage, cable cuts, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. Except for Tariff or Service modifications initiated by Qwest, all amendments to this Agreement must be in writing and signed by the parties' authorized representatives. However, 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. Each party reserves the right at any time to reject any handwritten change to this Agreement. 17. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Qwest and supersedes all prior oral or written agreements or understandings relating to this subject matter. Electronic signatures on this Agreement will be accepted only in the form and manner prescribed by Qwest. EAGLE COUNTY DEPARTMENT OF INFORMATION TECHNOLOGY ~ . ~ ~,- ~.~i~-r-'! ~X~v-~r -~'1 Authorize g re .~,.....~ .,""•~ f~ J~~~-~;~J Name Typed or Printed ,, ~ ~~`%'.-c nI~-~r1 ~1" Title Date ~~' / ~~~~ ~ Qwest Corporation , ., ~~~1 /,~'~ Author'zed Signature °~~~ s ~ ~~iss.3 ~ ~ ~ Name Typed or Printed ~7C, ~tJ~:4 E'~ ~~ G~S ~ =~S ~ r.,e~t?-:-s Title v a~ ~~c: /ns' Date Address for Notices: Offer Expiration Date: August 21, 2009 The pricing contained herein will only be valid if the Agreement is executed by Customer on or before the Offer Expiration Date. If this Agreement is not executed by Customer by the Offer Expiration Date, this Agreement will be considered null and void, and is not enforceable by either party. Copyright ~O Clwest. All Rights Reserved. Page 4 v1.070709 Q221895 CONFIDENTIAL QWEST ISDN PRS/DSS SPRING 2009 OFFER FOR THE STATE OF COLORADO May 26, 2009 - August 21, 2009 PRICING ATTACHMENT EAGLE COUNTY DEPARTMENT OF INFORMATION TECHNOLOGY Customer ISDN PRS Service MRC NRC DSS Service MRC NRC ISDN PRS Voice & Data or UAS (DS1) $550.00 $0.00 DSS with Advanced Trunks (DS1) $425.00 $0.00 ISDN PRS Voice & Data or UAS (DS3) $525.00 $0.00 DSS with Advanced Trunks (DS3) $400.00 $0.00 ISDN PRS from RCO $600.00 $0.00 DSS with Basic 2-wa Trunks DS1 $600.00 $0.00 Term: 60 months AQCB Number: Customer Address inciuding City and State Circuit ID or BTN Qty. Type of Service 8 USOC Configuration for ISDN PRS Onl Total Service MRC per Location 0020 EAGLE COUNTY DR, EL JEBEL,CO New 1 DSS Adv. DS1 (4D1DN) N/A $425.00 Total MRC: $425.00 Milea e-related Components and Char es (If applicable : Customer Address Circuit ID or BTN Description Qty Mileage Mileage (USOC) MRC/each NRC/each Total Copyright O Qwest. All Rights Reserved. Page 5 Q221895 CONFIDENTIAL leage MRCs and NRCs: v1.070709 TERM SHEET 1) Requested hearing date: N/A. 2) For Countv Manager signature?: Yes 3) Requestin~ department: Innovation and Technology 4) Title: Qwest IDSN Primary Rate Service and DSS with Trunks and/or UAS Individual Case Basis ("ICB") Rate Plan 5) Staff submitting: Scott Lingle 6) Purpose~ Note: This agreement is intended to replace Q~~~est's agreement number :CB2625 dated 5/18/09 pertaining to same subject. Q~~est apparently had a minor problem ~vith a technicality of their referenced ser~~ice, and at the same time had a"speciaP' ma~•keting offer come available ~~°hich reduces monthl~~ contract as originall~~ specified from $525 per month to $425 per month (a $6,000 net savings over 5 year life of contract) Another component of IT 2009 cost savings initiatives associated with Countv telecommunications costs. This contract is for bulk voice subscription services to County's El Jebel offices. Presentlv services are provided on an individual phone line basis. This contract is expected to yield 1) Additional quantity of phone lines available to this office 2) Reduce monthly Qwest voice service costs associated with this office by about 50% (ap~x. $500 per month). 7) Schedule: August 2009. 8) Financial considerations: • Estimated total value of contract at $~ ;~nn~ro~t#~* eG-~~ ~e~r} $2_5,500 (60 months X $425 per month). This anticipated savings was budgeted for full year 2009. It was our original expectation to implement this service appro~mately January 2009. Unfortunately, contract language challenges associated with TABOR based legalize surrounding early termination of contract has delayed timing. _~~ED D AS~fO~FI 9) Other: BY~ ,~j~, Eagl a ttorne ' Office ~; ~ - . BY ~ ~`°' , ' ] r Eagle Caunry Commfssfoners Office ~!`~~jC/1 `~~~C~~ ~ ~ EAGLE CUUNTY ATi-Oni~t`Y ~~