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HomeMy WebLinkAboutQWEST ISDN PRS/DSS Autumn's Colorful Offer with Qwest for Police Department918 8283901 WEST COR. 11 :50:04 a.m. 09-20-2007 1 /5 ~j b ~. OWEST ISDN PRS/DSS AUTUMN'S COLORFUL OFFER August 13, 2007 -November 9, 2007 iiMlj ?RUbO'ilOhl41 OF cR 131401 ill i,FCl I!)N cr>rl1'ION (lit rZ_i VISIUh13V: Lainrv.rZ) This Owest Corporation ISDN PRSlDSS Agreement (°AgreemenC) is between City of Meridian ("Customer') and Owest Corporation ("Owest") and is effective on the date Qwest signs it ("Effective Date'). Owest will provide, and Customer will purchase, Owest Integrated Services Digital Network Primary Rate Service ("ISDN PRS") and/or Diyital Switched Service ("DSS"} with "Advanced" or "Basic" trunks provided under this Agreement (individually and collectively referred to as "Service'). Any Owest 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 Ihls Agreement. Owest reserves the dght to amend, change, withdraw, or file additional Tariffs in its sole disrrotion, with such updated Tariffs effective upon posting or fulfiNment of any necessary regulatory requirements. 1. Swpe. 1.1 ISDN PR5. tf Customer purchases ISDN PRS, Qwest will provide digital inUaLATA, intrastate, switched local exchange telecommunications service utilizing ISDN PRS technology that Vansports and distributes voice, data, image, and/or facsimile communications separately or simultaneously over [he public, switched, local exchange network. An ISDN PRS circuit includes a OS1 facility, an ISDN PRS service configuration, and Uunks. ISDN PRS operates al 1.544 megabits per second (Mbps). ISDN PRS may be configured as 23 B channels and one D channel, 24 B channels only (248), or 23 B channels and one back-up D channel (238+BUO). Each B channel transmits voice or data at 64 kilobits per second (Kbps). The D channel carries signaling information at 64 Kbps. 12 ISDN PR5-UAS. If Customer purchases ISDN PR5, Customer may also select Uniform Access Solution service as an optional featum 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 utiizes the channels configured as: (a) In~only trunking; or (b) Two-way bunking. 1.3 Dom. If Customer purchases DSS, Owest will provide Customer with a circuit that includes a digital DSt facility, common equipment to interconnect with Owest's local exchange switching office, and advanced or basic Oal usage trunks and 61D trunk termination for access to the local exchange and toll networks. DSS Advanced and Basic operates at a maximum speed of 1.544 Mbps. 1.4 If Customer is a provider of "information service," as that term is deFlned in 47 U.S.C. §153 (20), 'Customar represents and warrants that ISDN PRS under this Agmement will not be used to provide information service to its End Users, including but not limited to termination or origination of Voice over Ihtemet Protocol ("VO1P°). "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 Qwast and execute a new agreement. 2. Eligibility. In order to qualify for pricing under this Agreement (a) Gustomer must sign and return this Agreement to Owest no later than November 9, 2007; (b) Service must be installed, and Customer must accept Service, no later than February 1, 2008, unless a fecillFy delay is caused by Owest; and (c) Service location(s) must be served by a host switch with ISDN PRS capabilities. 3. Term. 3.1 This Agreement will expire 38 months from the dale the Service is available to Customer under this Agreement, as evidenced by Qwest records ("Term"). The Minimum Service Pedod 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 Oate of This Agreement will be deemed to have met the Minimum Service Pedod. 3.2 Should Owest continue to provide the Service after this Term without a further agreement, the service charges wIN convert to the applicable month-to-month rate under the terms and conditions of fhe applicable Tariff. 4. Service Provided. 4.i Owest will provide and maintain the Service at the locations and in the quantities specified in Exhibit 1, incorporated herein by this reference. 4.2 Owest will notify Customer of the date the Service is available for use. In the event Customer informs Owest that i[ is unable or unwilling to accept the Service at such time, the subject Service will be held available for Customer until the earlier of either 30 business days from such date, or Febmary 1, 2008 ("Grace Pedod"). 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, ar Is unable to accept the Service during the Grace Period and Owest cancels the Service al the end of the Grace Period, the Tariff cancellation charges may apply. 5. Charges and Billing. 4.1 Customer will pay the total monthly recurring charges (°MRC") and nonrecuning charges ("NRC") for the Service specified in Exhihit 1. The MRC will not change dudng the Term of This Agreement. Customer must pay Owest 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 Copyright ~ Owest. All Rights Reserved. Page 1 v1.061307 CONFIDENTIAL 918 8283901 WEST COR. 11 :50:57 a.m. 09-20-2007 2 /5 QWEST ISDN PRS/DSS AUTUMN'S COLORFUL OFFER August 13, 2007 -November 9, 2007 specifed in the Tariff, the amount due wiN 6e subject to late interest at the lesser of 1%:°/. per month or the hiyhes[ rate permitted by applicable law. Customer must also pay Owest any applicable federal, state and local taxes, surcharges, and other similar charges ("Taxes"3 assessed in connection with Customers Service. Taxes are subject to change. Owes! may reasonably modify the payment forms or rnquire other assurance of payment based on Customers payment history or a material acrd adverse change in Customers OnanckM condition. 5.2 The charges for Service under this Agreement, including any and ail discounts to which Customer may be en8tled, will he offered and ct+arged ro Customer independently from and regardless of the Customers purchase of any customer premises equipment or enhanced services from Owest. 5.3 If Service is not availabe in Customers switch, interoffice mileage charges ("Mileage MRC" and "Mileage NRC") for transpod between switches will apply. 6. Service Changes. 6.1 Moves. Customer may move the physical location of all or part of Service to another location within a Owast serving area, provided the following conditons are met; (a) Service moved to the new location is provided to Customer by Owest; (b) Customer advises Owest that Service at the new location replaces the existing Service; (c) Customers request for disconnecton of the existing Service and installation of the Service at the new iocation are received by Owest on the same date; (d) Customer requests that Owes/ install the Service at the new location on or prior to the disconnection date of the existing Service; (e) Customer agrees to execute a wriden amendment evidencing the move; and (fj Customer agrees to pay alt applicable rates and charges for the requested move and Service at the new location. 6.2 Additions to Service. Service may be added to this Agreement at the rates specified hereto. Owest wit! supply such additions ro Customer, subject to the following conditions: (a) Customer executes an appropriate amendment for such Service no later than November 9, 2407; (b) additional Service must be installed and Customer must accept billing no later than February t, 2408, unless a facility delay is caused by Owest; (c) the necessary facilities are available, as determined by Owesl, to provide the Service: and (d) a new Minimum Service Period is established for each new addition to Service. 7. Termination. 7.1 Either party may terminate Service and/or 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 Naiture is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from Owest of such detauk (unless a different notice period is specified in the Tariff); or (b) or any other material breach, within 30 days of written notce (unless a different notice period is specified in the Tariff or this Agreement). Customer will remain liable for charges accmed but unpaid as of the termination date. If, prior to the conclusion of the Torm, Service and/or this Agreement is terminated either by Owest for Cause or by Customer (or any reason other than Cause, then Customer will also be liable for a tenninalion charge ("Termination Charge'). 7.2 If torminaton is during the Minimum Service Period, Customer will pay a Termination Charge of 100% of the MRC for terminated Service multiplied by the number of months (or fraction thereof) remaining in the Minimum Service Period, plus 75% of the MRC mukiplied by the number of months remaining in the Term after the Minimum Service Period. 7.3 If termination is after the Minimum Service Period, Customer will pay a Termination Charge of 75% of the MRC for terminated Service multiplied by the number of months (or fraction thereof) remaining in the Tenn. 7.4 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 (]west 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/or 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 Owest; and (e) a now 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. 8. Out-Of-Service Credit. If Qwest rzusos a Service interruption, an out-of-service credit will be calculated under the state Iota! exchange Tariff. If there is no applicable Tariff and the interruption lasts for more than 24 consecutive hours after Owest receives notice of it, Owesl will give Customer credit calculated by dividing the monthly rate for the affected Service by 30 days; and then mulllplying that daily rate by the number of days, or major fraction, that Service was interrupted. 9. Disclaimer of Warranties. OWEST 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 DY OWEST, ITS AFFILIATES, AGENTS, OR CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES WILL CREATE ANY WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE. 10. 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 LOS'i DATA OR COSTS OF COVER RELAYING TO THE SERVICE OR THIS AGREEMEN"i, REGARDLESS OF Copyright ©Owest. All Rights Reserved. Page 2 v7.081307 CONFIDENTIAL 918 8283901 WEST CDR. 11 51 53 a.m. 09-20-2007 3 /5 OWEST ISDN PRS/DSS AUTUMN'S COLORFUL OFFER August 13, 2007' November 9, 2007 THE LEGAL THEORY UNDER WhtICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANV SERVICE RELATED CLAIM BY CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES FOR SUCH CLAIM W ILL BE LIMITED TO TFIE APPLICABLE OUT-OF-SERVICE CREDITS, IF ANY. This limitation of liability wilt not apply to a party's indemnification obligations or Customers payment obligation for charges under this Agreement, (e.g., Service charges. Taxes, interest, and termination or cancellation charges). 11. Personal Injury, Death, and Property Damage. Each party will ho responsible for the arlual, 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 properly arising from the negligent acts or omissions of the liable party; PROVIDED, HOWEVER, TfiAT 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. 12. Confidentiality; Pubilcity. Neither party will, without the prior written consent of the other party: (a) disclose any of the terms of this Agmement 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) lha Confidential information of the other parry. Owest's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to rlo so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosing party gives the non-disclosing party reasonable prior written notice. 'Confdential Iniortnalion" 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; and/or (d} is of such a nature that the receiving party should reasonably understand that Iho disclosing party desires to protect such information against unrestricted disrlosure. Confdential Information will not include information that is in the public domain through no breach of this Agreamenl by the receiving party or is already known or is independently developed by the receiving party. 13. Governing Law; Dispute Resolution. 13.1 Governing Law' Foru .This Agreement will 6e governed by Iho laws of the stale of Colorado, except with regard to matters which are within Iho exclusive jurisdiction of the state or fedora) regulatory agency. Those matters alone will be governed by the laws of the appropriate judsdiction. 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 Owest 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 aver a claim or controversy between the parties. t3.2 Waiver of Jurv 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 consollda[ed basis or in a representative capacity. 14. Notices. Unless otherwise provided herein, all required notices to Owest must be in writing, sent to 1801 California St., # 900, Denver, CO 80202; fax # 660-778-0054; AtN.: Legal Dept., and to Customer at its then current address as refiecled in flwost's records Attn.: General Counsel or other person designated for notices. Unless otherwise provided herein, all notices wi0 be deemed given: (a) when delivered in person to the recipient named above; (b} three business days after mailed via regular U.S. Mall; (c) when delivered via overnight courier mail; or (d) when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 15. General. Customer may not assign this Agreamenl or any of its rights or obligations under this Agreement without the prior written consent of OwesL 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 Owost and Customer, and not !o benefit any other parson or entity e.g., Customers 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 needy as possible to reFlect the original intent of the parties and the remaining terms will remain in affect. Neither party's failure to insist upon strict performance of any provision of this Agreement will be consUued as a waiver of any of its dghts hereunder. All terms of this Agreement that should by their nature survive the termination of this Agreement will so survive. In the event of a conFlict in any term or condition of any documents that govern the provision of the Sarvire hnrermder. the followinm order of orecedence will aooly in descend'ng order of control: the Tariff, this Agreement, and Owast Force Majeure Event "Force Majeure Event' means an unforeseeable event beyond the reasonable contrd of that party, including without limitation: act of God, lira, 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 6y Owes[, all amendments to this Agreamenl must be in writing and signed by Iho 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 Agrnemenl. Copyright n Owest. All Rights Reserved. Page 3 v1.081307 CONFIDENTIAL 918 8283901 WEST COR. 11 :52:52 a.m. 09-20-2007 4 /5 OWEST ISpN PRSfDSS AUTUMN'S COLORFUL UFFFR Auyust 13, 2007 -- November 9, 2007 t0. Entire Agreement. This Agreement constitutes the entire agreement betwoen Customer and Owest and supersed©s all prior oral or written agreements or understandings relating to this subject maUer. City of Moridian -. ~ ...- vi :Cr AuthonzedtSignatu/e ~~_i ~-~~~~~-~~ i)i . -! ~ ~,~ ~?~r !.-t ~~ S % ;~ f ~' is-i Name Typed or Pril~Hd Titlo data ~v~~~~. Addros for Notices: 1401 E WATERTOWER LN ~_. Offer Expiration Date: November The prlcin0 contained horein will ADroemont is not executed by Cu by either party. ,• ~. , Qwest Corpm•ation uthnnzed Signatu~~~ amid ©Typed or rinP Led Titb 9-r 5-.,-7 Dale ixocuted by Cuatomar on or before the Offer Expiration Oate. If this te, this Agreoment wit! bo considered null and void, and is not entorcnablo Copyright C~ gwost. All Riyhts Reserved. Page 4 v1.0A 1307 CONFIDENTIAL 918 8283901 WEST COR. 11 :53:08 a.m. 09-20-2007 5 /5 OWEST ISDN PRSlOSS AUTUMN'S COLORFUL OFFER FOR THE STATE OF Idaho August 13, 2007 -November 9, 2007 EXHIBIT 1 Clty of Meridian Customer Service ___ _ __ __ MR_C _ NRC ISDN PRS (D51 &DS3) ~ $665.00 $0.00 DSS Advanced (D51 8 DS3) $461.00 ~ $0.00 DSS Basic (DS1 A DS3L_,___ __ $67t.00 f_. $0.00 __J Term: 36 months AOCB N umber: Customer Address includin City and State Circuit ID or _ BTN _ .O_t . Type of Service _ 8 _ (USOC!_„__ _ Configuration for ISDN PRS Onl / Total Service MRC per Location 1401 E WATERTOWER LNMERIDIAN, ID 83642 208-884-8692 1 DSS Rasic (4D1DC) $671.00 Mileage Customer Address Total Mileage MRCS and NRCS: I I __. Copyright m Owest. All Rights Reserved. Pago 5 v1.081307 CONFIDENTIAL