HomeMy WebLinkAboutC17-394 CenturylinkDocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD791F686C
CENTURYLINK® SELECT ADVANTAGE® AGREEMENT
This CenturyLink Select Advantage Agreement ("Agreement") is between CenturyLink Communications, LLC f/k/a Qwest
Communications Company, LLC ("CenturyLink") and EAGLE COUNTY ("Customer") and is effective on the date CenturyLink signs it
("Effective Date").
1. Purchase. Customer agrees to purchase, and CenturyLink agrees to provide, Products and Services ("Solutions") by issuing
a PO to CenturyLink, or executing an SOW. Customer's purchase of Solutions is subject to and controlled by Detailed Description(s)
which are posted at www.CenturyLinkSelectAdvantage.com and are incorporated by this reference. For an interim period of time until
all work is completed to update the Service Exhibits, Tariffs and other terms and conditions incorporated by attachment or reference
into this Agreement, all references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC. Customer
must register to create a username and password the first time the Web site is accessed to view these Detailed Descriptions. By
issuing a PO or executing an SOW with CenturyLink, Customer warrants that Customer has read and agrees to the terms and
conditions of the Detailed Description(s). CenturyLink reserves the right to amend the Detailed Description(s) effective upon posting to
the Web site. Customer's continued use of the Solution constitutes acceptance of those changes. If the PO issued by Customer
contains any preprinted terms, the preprinted terms will not amend, modify or supplement this Agreement in any way whatsoever,
notwithstanding any provisions in a PO to the contrary. Any PO or SOW must (a) reference and incorporate this Agreement and its
Effective Date, (b) contain the Customer's exact legal name, and (c) include any other requirements as may be further described in the
Detailed Description(s). This Agreement may not be used for the purchase of voice, data or IP services.
2. Term. This Agreement will commence on the Effective Date, and continue until terminated expressly by a party as described
herein. Termination will not affect obligations under Purchase Orders or SOWs accepted prior to the effective date of termination, and
this Agreement will remain in effect as to such obligations in the event it would otherwise have terminated.
3. Charges; Payment. Charges for Solutions will be specified in each PO or SOW and are due and payable upon Customer's
receipt of the invoice or as otherwise stated in the PO or SOW. Any payment not received within 30 days after invoice date may be
subject to interest charges as permitted by applicable law. Customer will not be eligible for any discounts or promotional offers other
than those specifically set forth in an executed PO. Customer must also pay CenturyLink any applicable Taxes assessed in connection
with Customer's Solutions.
4. Confidentiality. Except to the extent required by an open records act or similar law, neither party will, without the prior written
consent of the other party: (a) disclose any of the terms of the Agreement; 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. Each party will use reasonable
efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as
the party would use to protect its own. CenturyLink's consent may only be given by its Legal Department. A party may disclose
Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to
establish rights or obligations under the Agreement. CenturyLink will not be deemed to have accessed, received, or be in the
possession of Customer Confidential Information solely by virtue of the fact that Customer transmits, receives, accesses or stores such
information through its use of CenturyLink's Services.
5. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose
without the other party's prior written consent. CenturyLink's consent may only be given by its Legal Department.
6. Disclaimer of Warranties. EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL SERVICES
AND PRODUCTS ARE PROVIDED "AS IS." CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING
BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -
INFRINGEMENT. NO ADVICE OR INFORMATION GIVEN BY CENTURYLINK, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR
THEIR RESPECTIVE EMPLOYEES WILL CREATE A WARRANTY. CenturyLink is not responsible for any Solution defects or
damages resulting from mishandling, abuse, misuse, accident, electrical power surges or current fluctuations, Force Majeure Events,
improper storage, or operation, including use in conjunction with equipment electrically or mechanically incompatible with or of inferior
quality to the supplied equipment or failure to maintain the environmental conditions specified by the manufacturer or licensor.
7. Limitation of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below.
7.1 Consequential Damages. NEITHER PARTY OR ITS AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS, LOST
REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY OR COSTS OF COVER. THESE LIMITATIONS APPLY REGARDLESS
OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF FORSEEABILITY.
7.2 Direct Damages. CENTURYLINK'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS
AGREEMENT, UNLESS OTHERWISE STATED IN THE DETAILED DESCRIPTIONS OR SOW, WILL IN NO EVENT EXCEED THE
FOLLOWING AMOUNT (THE "DAMAGE CAP"): (A) FOR CLAIMS ARISING OUT OF PRODUCTS/MATERIALS, THE AMOUNT OF
THE PRODUCTS/MATERIALS SET FORTH IN THE PURCHASE ORDER RELATING SOLELY TO THE AFFECTED
PRODUCT/MATERIAL; (B) FOR CLAIMS ARISING OUT OF NONRECURRING SERVICES, THE AMOUNT OF THE SERVICE SET
FORTH IN THE PURCHASE ORDER OR SOW; AND (C) FOR CLAIMS ARISING OUT OF RECURRING SERVICES, THREE
MONTHS OF MONTHLY SERVICE CHARGE FOR THE AFFECTED COMPONENT. The Damage Cap will not apply to a party's
obligations under the Responsibilities Section below or Customer's payment obligations under the Agreement.
N308009 Pae 1 of 4
C11-394 v1.030117
DocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD791F686C
CENTURYLINK® SELECT ADVANTAGE® AGREEMENT
7.3 Personal Injury, Death; Property Damages. For claims arising out of personal injury or death to a party's employee, or
damage to a party's real or personal property that are caused by the other party's negligence or willful misconduct in the performance of
the Agreement, each party's liability is limited to proven direct actual, physical damages.
8. Responsibilities. To the extent permitted by law, each party will be responsible to the other party, its Affiliates, agents, and
contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, arising directly from
performance of the Agreement and related to personal injury or death, or damage to personal tangible property that is alleged to have
been caused by the negligence or willful misconduct of the responsible party.
9. Termination. Either party may terminate this Agreement at its convenience upon 30 days prior written notice to the other
party or for Cause. If Customer or CenturyLink terminates this Agreement or any PO or SOW, then Customer will remain liable for
charges accrued as of the termination date. Notwithstanding the forgoing, any termination provisions governing the Solutions are set
forth in the Detailed Description(s).
10. Non -Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations
hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover
Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these
appropriations, including but not limited to applying for Universal Service Fund Discounts as described in the Federal Communications
Commission Docket No. 96-45; (c) 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. In the event that Customer is
appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has
no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and
agreed to by CenturyLink), Customer may terminate this Agreement without incurring an Early Termination Charge or Cancellation
Charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available
funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination.
11. Miscellaneous.
11.1 General. The Agreement's benefits do not extend to any third party (e.g., an End User). If any term of this Agreement is held
unenforceable, the remaining terms will remain in effect. Except for time requirements as specifically stated in a Detailed Description,
neither party's failure to exercise any right or to insist upon strict performance of any provision of this Agreement is a waiver of any right
under the Agreement. All terms of this Agreement that should by their nature survive the termination of this Agreement will survive.
Neither party will be responsible for any delay or other failure to perform due to a Force Majeure Event.
11.2 Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply
in descending order of control: SOW, the applicable Detailed Description(s), this Agreement and any PO.
11.3 Independent Contractor. CenturyLink provides the Services as an independent contractor. The Agreement will not create
an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between
the parties, their agents, employees or affiliates.
11.4 ARRA. Customer will not pay for the Solutions with funds obtained through the American Recovery and Reinvestment Act or
other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless
each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement.
11.5 HIPAA. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not
limited to any confidential health related information of Customer's clients, which may include group health plans, that constitutes
Protected Health Information ("PHI"), as defined in 45 C.F. R. §160.103 under the Health Insurance Portability and Accountability Act of
1996 ("HIPAA Rules"). To the extent that any exposure to PHI is incidental to CenturyLink's provision of Service and not meant for the
purpose of accessing, managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR
164.502(a)(1)(iii).
11.6 Governing Law; Dispute Resolution.
(a) Billing Disputes. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer
makes timely payment of all undisputed charges when due and provides CenturyLink with a written explanation of the reasons for
Customer's dispute of the charge within 90 days after the invoice date of such amount. If CenturyLink determines, in its good faith, that
the disputed charge is valid, CenturyLink will notify Customer and within five business days after CenturyLink's notification, Customer
must pay the charge and accrued interest, if applicable.
(b) Governing Law; Forum. The Agreement will be governed by the laws of the State in which the Customer's principal office is
located without regard to its choice of law principles. Any legal proceeding relating to the Agreement will be brought in a U.S. District
Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in Denver, Colorado.
(c) 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. If for any reason the jury trial waiver is held to be unenforceable, the parties agree to binding arbitration for
N308009 Page 2 of 4
v1.030117
DocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD791F686C
CENTURYLINK® SELECT ADVANTAGE® AGREEMENT
any dispute relating to the Agreement under the Federal Arbitration Act, 9 U.S.C. § 1, et. seq. The arbitration will be conducted in
accordance with the JAMS Comprehensive Arbitration Rules. Judgment upon the arbitration award may be entered in any court having
jurisdiction.
(d) Limitations Period. Any claim relating to the Agreement must be brought within two years after the claim arises other than
Customer disputing an amount in an invoice, which must be done by Customer within 90 days after the invoice date of the disputed
amount.
11.7 No Resale; Security. Customer represents that it is not a reseller of any telecommunication services provided under this
Agreement as described in the Telecommunications Act of 1996, as amended, or applicable state law and acknowledges it is not
entitled to any reseller discounts under any laws. CenturyLink has adopted and implemented, and will maintain, a corporate information
security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss,
misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The
CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink's standard
service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall.
Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via
the Service and using reasonable information security practices, including those relating to the encryption of data.
11.8 Assignment. Either party may assign this Agreement without the other party's prior written consent: (a) in connection with the
sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; (c) to an Affiliate provided such party
gives the other party 30 days prior written notice. Any assignee of the Customer must have a financial standing and creditworthiness
equal to or better than Customer's, as reasonably determined by CenturyLink, through a generally accepted, third party credit rating
index (i.e. D&B, S&P, etc.). Any other assignment will require the prior written consent of the other party.
11.9 Amendments; Changes. Except for Solution modifications initiated by CenturyLink or as set forth in a Detailed Description,
all amendments to this Agreement must be in writing and signed by parties' authorized representatives. Each party may, at any time,
reject any handwritten change or other alteration to this Agreement.
11.10 Notices. All notices must be in writing. Notices are deemed given if sent to the addressee specified for a party either (a) by
registered or certified U.S. mail, return receipt requested, postage prepaid, three days after such mailing; or (b) by national overnight
courier service, next business day; or (c) by facsimile when delivered if duplicate notice is also sent by regular U.S. Mail.
(a) Service Notices. For Customer notices for Service disconnect and termination, Customer must call the customer care
number specified on Customer's invoice and provide the account name, account number, identification of the Service(s), and Service
address(es). Such disconnect and termination is effective 30 days after CenturyLink's receipt of the notice. Customer's notice of non-
renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: Norenew(cDcenturylink.com. All
Customer notices for other routine operational notices will be provided to its CenturyLink sales representative. Failure to provide
disconnect, termination and non -renewal notices in accordance with the terms of this Agreement may result in continued charges, and
CenturyLink will not credit charges for such noncompliance.
(b) Legal Notice. All legal notices required to be given under the Agreement will be in writing and provided to CenturyLink at:
931 14th St., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dept., and to Customer as provided in the Agreement or in its
absence, to Customer's address reflected in CenturyLink's records Attn. General Counsel.
12. Entire Agreement. This Agreement, any Detailed Description(s), and any PO accepted hereunder constitutes the entire
agreement between the parties and supersedes all prior oral or written agreements or understandings relating to this subject matter.
13. Definitions.
"Affiliate" means any entity controlled by, controlling, or under common control with a party.
"Cause" means the failure of a party to perform a material obligation under this Agreement, which failure is not remedied: (a) in the
event of a payment default by Customer, within five days of separate written notice from CenturyLink notifying Customer of such
default; or (b) in the event of any other material breach, within 30 days of written notice (unless a different notice period is specified in
this Agreement).
"Change Order" means any change, submitted by Customer to CenturyLink or CenturyLink to Customer, to a SOW that was previously
agreed upon by CenturyLink and Customer. Customer will be responsible for all charges related to such SOW Change Order.
"Confidential Information" means any information that is not generally available to the public, whether of a technical, business or other
nature and that (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the
disclosing party; and/or (b) is of such 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 know or is independently developed by the receiving party.
"CPE" means either: (a) Customer Purchased Equipment, or (b) Customer Premises Equipment; and consists of hardware, software
and materials used in the transport and/or termination/storage of data and voice transmission.
"Detailed Description(s)" means the terms and conditions of the Solution provided by CenturyLink which are posted at
www.CenturvLinkSelectAdvantaae.com.
"End Users" means Customer's members, end users, customers, or any other third party who use or access the Solutions
N308009 Page 3 of 4
v1.030117
DocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD791F686C
CENTURYLINK® SELECT ADVANTAGE® AGREEMENT
"Force Majeure Event" means an unforeseeable event beyond the control of that party, including without limitation: act of God, fire,
flood, labor strike, sabotage, cable cut not caused by CenturyLink, acts of terror, material shortages or unavailability, government laws
and regulations, war or civil disorder, or failures of suppliers of goods and services.
"Products" means CPE and Software offerings from CenturyLink.
"Purchase Order" or "PO" means either (a) a written document issued by Customer for the procurement of Solutions from CenturyLink;
or (b) a CenturyLink quote or service order signed by Customer.
"Services" means offerings from CenturyLink that (a) install, maintain or manage CPE; (b) support Customer network management
objectives, or (c) are consulting, professional, technical, development, and/or design services.
"Software" means software license offerings.
"SOW" means a statement of work that provides specific details, agreed to by CenturyLink and Customer, relating to the Solution
purchased under a PO or the SOW. Agreement on the terms of the SOW will be satisfied by CenturyLink sending the final version of
the SOW to Customer; and Customer's signature on the SOW. Customer understands and agrees that CenturyLink may act in reliance
upon any such email acknowledgment from Customer reasonably believed to be genuine.
"Taxes" means foreign, federal, state, and local taxes, surcharges, and other similar charges, but excludes CenturyLink corporate
taxes.
14. Entire Agreement. This Agreement constitutes the entire agreement between Customer and CenturyLink 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 CenturyLink.
EAGLE COUNTY
Docu5igned by:
A-1 E64,
CenturyLink Communications, LLC
DocuSigned by:
5�r pG.r.v+., airl o,56I&
C9HAAC7647E468...
Authorized Signature Authorized Signature
Bryan Treu POM Director Signature
Name Typed or Printed Name Typed or Printed
County manager MaW@q@per-0fWrMmgjjg&J@m@ht
Title Title
11/30/2017 11/29/2017
Date Date
N308009 Page 4 of 4
v1.030117
DocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD791 F686C
Customer:
Quote #:
Project Name:
Created On:
Expiration Date:
Account Manager:
Sales Engineer:
Customer dotes:
EAGLE COUNTY AIRPORT - CO
53727943
Eagle County Airport Tower
11113/2017
1112/2018
Christine Clapp
Dan Ward
CenturyLink
'Business
Catalog N umber Description
Unit Price
Qty
Total
Price
Contract
Term
(Months)
LOCATION: Main Site
Materiais
185446
AVAYA COMMUNICATIONS
SOLUTION
$ -
i
$ _
370570
IP OFFICE SMB MODEL
$ -
1
$ _
383125
IP OFFICE R10 ESSENTIAL EDITION
PLDS LIC:DS
$ 285.60
1
$ 285.60
700213440
IP OFFICE ISDN CABLE RJ45/RJ45
3M RED
$ 1.87
4
$ 7.48
700289770
POWER CORD 18AWG 10 Amp AC
US/NORTH AMERICA
$ 7.03
1
$ 7.03
700430150
IP OFFICE IP500 WALL MOUNTING
KIT
$ 15.19
1
$ 15.19
700431778
IP OFFICE IP500 EXTENSION CARD
PHONE 2
$ 97.43
1
$ 97.43
700476005
IP OFFICE 500 VERSION 2
CONTROL UNIT
$ 253.02
1
$ 253.02
700479710
IP OFFICE IP500 V2 SYSTEM SD
CARD MU -LAW
$ 19.64
1
$ 19.64
700504556
IP OFFICE 1P500 V2 COMBO CARD
ATM V2
$ 233.76
1
$ 233.76
700504842
9508 TELSET FOR IPO ICON ONLY
$ 218.94
1
$ 218.94
700510913
9508 TELSET FOR 1P OFFICE ICON 4
PACK
$ 598.28
1 1
$ 598.28
185579
MAINTENANCE COMPREHENSIVE
SUPPORT MODEL
$ -
1
$ -
ATI 503EV-WH
CAT 5E VIP 3FT WHT
$ 2.46
6
$ 14.76
25-3-CX-10-GY
25PAIR TELCO F BL 1 OFT
$ 15.45
1
$ 15.45
MGBSGL-1
ULTRALINX 25 PAIR GROUND BAR
$ 11.61
1
$ 11.61
MC4
BLOCK COVER PLASTIC FOR 66M1
B
$ 1.88
1
$ 1.88
S66M1-50
CONNECTINGBLOCK 50PR
$ 9.23
1
$ 9.23
S89D
BRACKET 89D SIEMENS
$ 2.13
1
$ 2.13
UP33-235
66 BLK PROT 235V FUSE
$ 12.53
4
$ 50.12
OR -808004388
24PORT 2 8 25M V
$ 114.58
1
$ 114.58
suppoCt
?age 1 of 7
0 Centuryl_ink, Inc. All Runts Reserved.
DocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD791F686C
CUM-QSTD-271638
CTL-MGD--UNASSIGNED-FOTS--M-
SPARES--STD COVERAGE CCU
ITEM REQUIRED FOR-FOTS-1YPP
IPO C/D RTS 8X5 APR NBD FOR 500
V2 CONTROL UNIT SGA ZN-6
$ 285.00
1
$ 285.00
12
CCU-QSTD-271638T
CTL -M D--ONSI E-FOT --
U NASSIGN ED-SPARES--STD-
COVERAGE--(GUM ITEM REQUIRED
FOR SPARES--STD-COVERAGE)
1YPP IPO C/O RTS 8X5 APR NBD
FOR 500 V2 CONTROL UNIT SG -2 ZN
6
$ 300.00
1
$ 300.00
12
Implementation
QINTR-AVAYA IPO
Integration
$ 3,010.56
1
$ 3,010.56
Shipping and Handling
Shipping & Handling
Shipping & Handling
$ 32.19
1
$ 32.19
Materials
Total
$1,956.'13
Support Services Total
$585.40
Implementation Total
$3,010.56
Shipping and Handling Total
$32.19
Grand Total Price to Customer
$5,583.88
Note: Changes to configuration may result in pricing changes. This quote also excludes sales tax, which will be added to the
invoice. Any expedite fees incurred after quote acceptance will be added to the invoice_
This quote is subject to the agreement currently in force between CenturyLink and Customer under which Customer has agreed
to the terms and conditions for purchase of equipment and any associated installation and maintenance (the "Agreement"). This
quote will not become effective unless and until CenturyLink and Customer have executed the Agreement referenced in this
section.
Customer Representative: Bryan Treu
Customer Signature:
.lob Title:
Date:
CenturyLink Representative:
CenturyLink Signature:
Job Title:
Date:
Docu5igned by:
_lr
7S2F13'15A1EB4A8...
CountV Manager
017
Stephen Arneson
Dacu5igned by:
Stf" a►M.r, v,
CgHAAC7647E468...
- offer management
11/29/2017
Page 2 of 7
D CenturyLink, Inc. All Rights Reserved.
DocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD791F686C
CenturyLink-
__.._ Customer Notes / Pr-yject Description
___._,_..._..
CenturVUnk has engineered the following solution:
1- ipOfFce 500V2 control Unit
4- analog FXS ports
5- Digital Phones 9508 .
4- FXb ports
2- Port embedded vmail
nk will install, Configure and train on the proposed Avaya IpOffice system.
(dotes
System will be wall mounted.
Customer is responsible for all cabling. Each phone requires 1 copper pr.
DocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD79lF686C
CenturyLink-
ect Description
CenturyLink has engineered the following solution:
I- IpOffce 50OV2 control Unit
4- analog FXS ports
5- Digital Phones 9508 .
4- FXO ports
2- Port embedded email
CenturyLink will install, Configure and train on the proposed Avaya IpOffice system.
System will be wall mounted.
Customer is responsible for all cabling. Each phone requires I copper pr.
LenturyUnk Responsibility:
1. In conjunction with the customer, gather existing data and voice infrastructure information via the Site survey
process. (Where applicable)
a. Site addresses
b. Physical and logical network topology (LAN, WAN, WLAN, PSTN) configurations
c. Quality of Service, VLANS, Security, etc.
d. Existing fault tolerance and redundancy
e. Identify existing legacy platforms
f. Identify applicable 3rd party application requirements.
g. Collect & review floor plans received from customer.
2. Document all network/applications risks/gaps, and ensure that the customer is made aware of risks/gaps.
3. Provide a single point of contact ("CenturyLink Project Manager") for all issues relating to the implementation
services.
4. All final project documentation has been given to the customer contact. This includes, but not
limited to final system layout, network drawings, service numbers, CenturyLink contact information,
training rosters, IP addresses, and server configurations.
5. Provide customer with CenturyLink's specifications relating to the environmental requirements of the site
(including but not limited to power supplies, air conditioning, and physical location, temperature, electrical,
humidity, air filtering).
6. All equipment and applications as defined in this scope of work and the sales contract are working
per vendor and industry standards. This also includes any additions or deletions for .lob Change Order
(3CO) activity.
DocuSign Envelope ID: CO3C8158-D756-4112-135BD-99BD791 F686C
Customer- Responsibility:
1. Provide an adequate environment (room, power, light & temperature) for equipment per
CenturyLink / Manufacturer's specifications. (See attachments)
2. Supply the workplace policies and environmental conditions in effect at the customer site(s).
3. Determine and allocate a safe, secure, and appropriate environment for storing the received
equipment until onsite implementation and deployment.
4. Provide accurate cable and equipment records. Defective, non-standard or improperly installed
cabling will not be used. Any corrective work (by CenturyLink) required to make the solution
function properly will be billed on a time and material basis to the customer.
5. Provide location and WLAN access and information to CenturyLink in order for CenturyLink to
assess WLAN environment relative to the proposed solution and associated applications.
6. Satisfactorily address WLAN assessment findings prior to implementation and sign off that the
WLAN environment is acceptable.
7. Provide current protocol addressing scheme and current network diagram if applicable.
8, Gather and provide to CenturyLink all necessary and applicable network documentation, network
access and information required for CenturyLink to provide a network, application and operational
readiness analysis.
9. When requested by CenturyLink, provide current customer site building Iayouts, including the floor
plans, location of cables, cable records and power sources -
10. Provide information and documentation required by CenturyLink within the specified timeframe
agreed upon by CenturyLink and. customer.
11. Provide a safe working environment_
12. Provide working hour access to customer owned facilities
13. Any Telco demarcation extension; unless documented in this Scope of Work.
14- Notify CenturyLink of any hardware and/or software upgrades or any other scheduled
implementation activities within the customer's network at least ten (10) business days prior to and
during the scheduled installation.
15. Suspend customer moves, adds, and changes ( 5 ) working days prior to installation date.
16. Provide remote access to equipment via either VPN or dial-up lime.
17. Designate a single point of contact to whom all CenturyLink communications may be addressed
and who has authority to act on all aspects of the services for approval of all Job Change
Orders/Notices. Designate a backup when the customer contact is not available who has the authority
to act on all aspects of the services in the absence of the primary contact.
18. Designate a facilities resource to expedite access to areas deemed secure -
19. With CenturyLink, review system requirements relative to bill of materials, scope of work, project
implementation pian, and business and technical objectives.
20. Satisfactorily address identified network, application and operational readiness risks or gaps as
identified by the CenturyLink teach. Failure to address issues by date specified may result in project
delay and additional time and materials billing.
21. Participate in implementation plan review and ensure customer assigned responsibilities are
assigned and prioritized with the appropriate resources.
DocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD791F686C
22. Identify internal resources to participate in system acceptance testing when necessary.
23. Sign off on test plan and acceptance criteria
24. Collaborate with CenturyLink to develop staff training plan_ Sign off that the Staff training plan is
acceptable; deviations will result in additional billing on a time and material basis. Insure all personnel
attend training as outlined in the training plan.
25. Customer is responsible for all returns to their current leasing companies
26. Racking and stacking of equipment.
27. Installation of UPS system
28. Operation and maintenance of any and all equipment, not specified in an CenturyLink maintenance
agreement, will be the customer's responsibility.
Change Management Policy:
Changes to the scope or deliverables of this project wilt not be made without review and written
approval by Centurytink. All changes to scope or price will only be accepted through a change order.
Requests for such changes may be initiated by the customer or Centuryl_ink.
Change Management Procedures
A change order must be documented by the requesting party, including the following;
Description of the change
Reason for the change
Anticipated effect the change will have on the scope of work, resources and delivery
schedule.
The designated Project Manager, Sr. Project Manager or Program Manager of the requesting party
will review the proposed change with his/her counterpart(s). All parties will evaluate and negotiate
in good faith the changes to be made and the additional charges or billing arrangements, if any, to
implement them.
Upon execution, the approved Change Order will be incorporated into, and made a part of, this
Statement of Work and any previously approved pertinent Change Orders. Project manager is
responsible for documenting any such changes.
Change Management Precedence
Order and the original scope of work represented by this Statement of Work and other previously
incorporated Change Orders, the terms and conditions of the most recently approved Change Order
Restocking Fee
DocuSign Envelope ID: CO3C8158-D756-4112-B5BD-99BD791F686C
Order Cancellation or Return of Equipment. In CenturyLink's sole discretion, Equipment may
be returned by Customer with prior approval and specific shipping instructions from
CenturyLink, and must be in original manufacturer's boxes or packaging for CenturyLink to
accept the return. In addition to alt other applicable charges, Customer will pay
CenturyLink a restock charge of 25% of the purchase price as liquidated damages, and not
as a penalty, upon the return of Equipment if the return is due to a Customer ordering
error or Customer's late cancellation of an order. Customer is responsible for any damage
to the Equipment while in Customer's possession or during return shipment to
CenturyLink.
Pre -Delivery. If Customer repudiates, gives notice of cancellation, or otherwise breaches this
Annex prior to delivery of the Equipment, Customer wilt pay CenturyLink as liquidated damages,
and not as a penalty, 25% of the purchase price or CenturyLink's out of pocket costs incurred as a
result of Customer's cancellation, whichever is greater
Post -Delivery. If Customer breaches this SoW after delivery of the Equipment, CenturyLink may, in
addition to any other remedies available to CenturyLink: (a) declare all sums due and payable
immediately; (b) discontinue discounts related to Equipment; (c) cease installation or delivery or
disconnect and deactivate Equipment until amounts due are paid; or (d) retake possession of
Equipment and retain all sums paid by Customer as a setoff against expenses incurred.
Drop Ship. Purchases where CenturyLink will not be providing installation ("Drop Ship") may not be
cancelled fottowing order placement without prior written authorization of CenturyLink or
assignment of a return authorization number ("Call Tag Number").
CenturyLink Scope of Work Acceptance:
Customer agrees to all information and requirements within this Scope of Work.
ISC9EMAC7647E466
�DocuSigned by:
CenturrYYLink Jmplementation Approval: `"+"a�lsm
Date:ll 2017 ...
DocuSigned by:
Customer AcceptanceC782F1215AIEMAS
D.
ate; 11/30/2017..
- BSM to retain copy for records
o ilf CERTIFICATE OF LIABILITY INSURANCE °Ohl;°'`""'
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
It SUBROGATION IS WAIVED, subject to The terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement sj.
PRODUCER
CONTACT
NAME'
Marsh USA Inc.
PHONE FAX
CA License #0437153
[Arc. No. Ext): Nol:
130151h Avenue, Su rte 1900
E-MAIL
Seatlle. WA 99101.2682
ADDRESS:
Atln: Seattle-cerfrequestMmarsh-cam IFax 212-948-4326
INSURER ISI AFFORDING COVERAGE NAICV
J13913STND-GAWW17.18
INSURER A: GreerMich Insurance Company 22322
INSURED
Canlurytink Inc, and all SubSidUries,
INSURER B: XL Speoreby Insurance Co. 37885
including bul not Invited to: Ouest Communiratlon s
INSURER C:
I111ernet10nal I nC.: a nd Emharq CUPOratlon
IN SU RER O:
100 Cgnt r iirk DrPIe Ma491op STS154
INSURER E:
Monroe, LA 71283
wsuRER F:
GEN'L
COVERAGES CERTIFICATE NUMBER: SEA•OM4909d0-04 REVISION NUMBER: 3
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES- LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TVPEOFINSURAHCE ADDL SUHR POLICY EFF POLICY EXP LIMRS
LTR POLICY NUMBER MN9DDfYYY MM'Myy YY
A
X
COMMERCIALOENERALLIABILITY X
RGD5WW3W5 ow$r2017 091CIM18
1.000,000
EACNOCCURREHCE $DAMAG
E TO RENTED
FIREMI 5 •�
CLAIMS•MADE OCCUR
MED EXP cAiny one pr n)
I S 10,000
PERSONAL & ADV INJURY
5 1.000.000
GEN'L
AGGREGATE LIMIT APPLIES PER.
GENERAL AGGREGATE
S 2,000,000
X
POLICY JPRO-
EC � LOC
PRODUCTS -COMPIOP AGG
S 2,000,000
S
OTHER-
A
AUTOMOBILEUABILRY
X
RA05DO033405 Dor IrAll 09NIi101$
COWINEE SINGLE O MIT S 2,000,000
{Ea accident}
'
X ANY AUTO
Auto Phys"I Damage • SBH Insued
BODILY INJURY (Per peivor) s
x OWNEDSCHEOULED
AUTOS ONLY AUTOS
BODILY INJURY [Per accident] 5
PROPERTY DAMAGE s
X HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
S
UM IRELLALUIB
OCCUR
EACHOCCURRENCE S
EXCESS LUIS
CLAIMS -MADE
AGGREGATE S
DEO RETENTION S
S
WORKERS COMPENSATION
CNIrA17
0981/2018
](
—jP.,
El
AND EMPLOYS' LIABILITY
ANYPROPRIETpRPARTNERIEXECUrnve YIH
RIM1�R`OD033005WI 0981/2017
09101!2018
ST ATLITE ER
E.L.EACH ACCIDENT $ 1,000,000
OFFICERIM EMBER EXCLUDED? El
NIA
E.L. DISEASE- EA EMPLOYEE $ 1,000,000
(Mandatory In NN)
II ��vvs, dMcriye untl�r
E L. DISEASE • POLICY LIMB S 1,000,000
OE9CRIPTION OF OPERATIONS bek-
3
XS Workers Comperes WWEL
RWE500033105 • WA 060: 017
02!0112018
Excessaf 1,000,000SIR 1.000.000
6
XSWaimrOComponsarknlEL
RWE5000332M-CH 09p1I2p17
09N106
ExoasSoT1,000,00081R 1.000.000
DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES (ACORD IDI. Addelonal Remarks sewuta, may be attached If Mom space Is mqulmdj
EAGLE COUNTY. its assodated OF affiliated entiyes. its succossom and assigns, deded ONcials. eml4pyses, agent; and uolunle Bra add tonal insureds with rggards to the aut9matmle ant ow nwcial general
Ilablity Coverage.
CERTIFICATE HOLDER CANCELLATION
Eagle Courtly, Colorado
219 Eldon Wilson Road
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Gypsum, CO 81637
ACCORDANCE WITH THE POLICY PROVISIONS -
AUTHORIZED REPRESENTATIVE
of klarsh USA IDC.
Cheri Garrison �jLRJu '�'t �4l✓I.fuYt
®1988 2016 ACORD CORPORATI0N. All rights reserved.
ACORD 25 (2016103) The ACO RD name and logo are registered marks of ACORD
