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Contract Number 3790
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Contract Transactions
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Insurance
Type Amount
Amount
Begin Date
End Date
Review Date
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=f
=f
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12/05/1996 =f=
12/30/2003
02/15/2005 --
= =Vendor Name
= =Subj ect
;=Department
=fStatus Code
U S WEST COMMUNICATIONS SERVICES
TRANSPORT - PRIVATE LINE - 680 LEBO BOULEVARD
PW - OPS
SVC
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=f
=f
-- Insurance Total $0.00 =f
=f Insurance Review Date =f
=f =f
=f Comments #WA02336 =f
=f VAULT 01/01/2005 =f
=f =f
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3790
Contract Transactions
U S WEST COMMUNICATIONS SERVICES
TRANSPORT - PRIVATE LINE - 680 LEBO BOULEVARD
PW - OPS
SVC
Insurance
Type Amount
Amount
Begin Date
End Date
Review Date
12/05/1996
12/30/2003
02/15/2005
$0.00
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Insurance Total
Insurance Review Date
#WA02336
VAULT 01/01/2005
Agreement Number
U S WEST PRIVATE LINE TRANSPORT DS1 SERVICE AGREEMENT
(CUSTOMER"), and U S WEST COMMUNICATIONS, INC. ("USWC"), for the provision of U S WEST Private Line
Transport DS1 Service ("Ser~ce").
1. SCOPE. Under this Agreement, CUSTOMER shaJl purchase and USWC shall supply Service which provides
dedicated, digital 1.544 megabits per second, nonswitched, point-to-point intrastate, intraLATA
telecommunications service. USWC shall provide Service up to the Standard Network Interface ("SNI") at
CUSTOMER's premises· The SNI is that location where USWC's protected network facilities end and
CUSTOMER's inside w~re or network begins. USWC provides Service in accordance with the applicable Tariff,
Price List, and/or Catalog for the state in which Service is provided, incorporated herein by this reference·
Number of
Circuits Address
2. TERM. This Agreement will commence on the latest signature date, provide/d mandatory filing requirements
are met. The term of this Agreement will expire c~/G/¢2-J/_~"~z~,,~. ( ~/-//' ) months from either:
a. The first installation date of Service (as evidenced by USWC's records), if Service is new; or
b, The date of
Should USWC 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.
CHARGES. CUSTOMER agrees to pay the following charges for DS1 Service:
Total Monthly Recurring Charge $
Total Nonrecurring Charge $
Applicable taxe~ shall be added to the above charges.
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 USWC.
4. BILLING FOR SERVICE. CUSTOMER shall pay each bill in full by the payment clue 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.
5. SERVICE CHANGES· CUSTOMER may move the physical location of all or part of Service to another location
within the same USWC intrastate intraLATA serving area as this Service provided the following conditions for
the move ("new service") are met; 1) the new service is provided to CUSTOMER by USWC, 2) CUSTOMER
July 28,
RG01-0143c
advises USWC that the requested new service replaces existing Service, 3) CUSTOMER's requests for the
disconnection of the existing Service and the installabon of the new service are received by USWC on the
same date, 4) CUSTOMER requests USWC to install the new service on or prior to the disconnection date of
the existing Service, and, 5) CUSTOMER agrees to sign appropriate agreements and to pay all then current
recurring and nonrecurring charges related to the new service.
6. TERMINATION. Either party may terminate this Agreement for cause provided written notice specifying the
cause for terminatian and requesting correction within thirty (30) days is given the other party and such cause is
not corrected within such thirty (30) day period. Cause is any material breach of the terms of this Agreement. If
USWC terminates this Agreement for cause, or if CUSTOMER terminates this Agreement WITHOUT cause,
CUSTOMER shall pay discontinuation charges. If termination is prior to installation of Service, discontinuance
charges shall be those reasonable costs incurred by USWC through the date of termination. If termination is
after installation of Service, discontinuance charges will be calculated according to the Tariff, or where there is
no Tariff, by taking the total monthly recurring charges for service terminated below 80°,4 at the time of
termination, multiplied by the number of months (or fraction thereof) remaining in term, multiplied by fifteen
percent (15%) plus all billed but unpaid recurring and all unpaid non-recurring charges.
A termination charge will be waived when the CUSTOMER discontinues Services and ALL of the following
conditions are met: 1) CUSTOMER signs a new service agreement for any other USWC provided service(s).
All applicable nonrecurring charges will be assessed for the new service(s); 2) Both the current Service and the
new service(s) are provided solely by USWC; 3) The order to discontinue Service and the order to establish
new service(s) are received by USWC at the same time; 4) The new service(s) installation must be completed
within thirty (30) calendar days of the disconnection of Service, unless such installation delay is caused by
USWC; 5) The total value of the new service(s), excluding any special construction charges, is equal to or
greater than one hundred fifteen percent (115%) of the remaining value of this Agreement; 6) A new Minimum
Service Period, if applicable, will go into effect when the new service(s) agreement term begins; and,
7) CUSTOMER agrees to pay any previously billed, but unpaid recurring, and any outstanding nonrecurring
charges - these charges cannot be included as part of the new service(s) agreement.
7. OUT-OF-SERVICE CREDIT. If USWC causes a Service interruption, an out-of-service credit will be calculated
under state Tariff. If there is no applicable Tariff and the interruption lasts for more than four (4) consecutive
hours after USWC receives notice of it, USWC will give CUSTOMER credit calculated by: (a) dividing the
monthly rate for the affected Service by seven hundred twenty (720) hours; and then (b) multiplying that hourly
rate by the number of hours, or major fraction, that the Service was interrupted.
SERVICE SUSPENSION/MAINTENANCE. USWC may from time to time suspend Service for routine
maintenance or rearrangement of facilities or equipment. USWC 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.
9. 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 iniuries, 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
10. UMITATION OF EABILITY. USWC 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 SECTION 9,
ANY USWC LIABILITY TO CUSTOMER FOR ANY DAMAGES OF ANY KIND UNDER THIS AGREEMENT
SHALL NOT EXCEED, IN AMOUNT, A SUM EQUIVALENT TO THE APPLICABLE OUT-OF-SERVICE
CREDIT UNDER THIS AGREEMENT. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND
LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS AGREEMENT.
11. NO WARRANTIES. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
July 28, 1995
RG01-O143c
12. UNCONTROLLABLE CONDITIONS. Neither party shall De 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 emergenclas; acts of legislative, judicial, executive or administrative authorities; or any other
circumstances which are not within its reasonable control
13. DISPUTE RESOLUTION.
a. Other than those claims over which a regulatory agency has exclusive jurisdiction, all claims,
regardless of legal theory, related directly or indirectly to this Agreement, whenever brought and whether
between the parties or between one of the parties to this Agreement and the employees, agents or affiliated
businesses of the other party, shall be resolved by arbitration. A single arbitrator engaged in the practice of
law and knowledgeable about telecommunications Jaw shall conduct the arbitration in accordance with the
then current rures of the American Arbitration Association ("AAA").
b. All expedited procedures prescribed by the AAA shall apply. There shall be no discovery other than
the exchange of information which is provided to the arbitrator by the parties. The arbitrator's decision shall
be final and binding and judgment may be entered in any court having jurisdiction thereof.
c. Other than the determination of those claims over which a regulatory agency has exclusive
jurisdiction, federal law (including the provisions of the Federal Arbitration Act, 9 U.S.C. Sections 1-15) shall
govern and control with respect to any issue relating to the validity of this Agreement to arbitrate and the
arbitrability of the claims.
d. If any party files a judicial or administrative action asserting claims subject to arbitration, and another
party successfully stays such action and/or compels arbitration of such claims, the party filing the action
shall pay the other party's costs and expenses incurred in seeking such stay or compelling arbitration,
including reasonable attorney's fees.
14. 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 including the
Modification of Final Judgment ("MFJ"), as issued in United States v. Western Electric Co., et al., Civil Action
No. 82-0192, U.S. District Court for the District of Columbia, and all subsequent orders issued in or related to
that proceeding. This Agreement shall be governed by the laws of the state where Service is provided.
15. SEVERABIMTY. tn the event that a court, governmental agency, or regulatory body 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. Further, if USWC determines that this Agreement or
a provision of this Agreement is inconsistent with the MFJ, this Agreement or that provision shall terminate
upon written notice to the CUSTOMER to that effect. If a provision of this Agreement is terminated but the
parfies can legally, commercially and practicably continue without the terminated provision, the remainder of
this Agreement shall continue in effect.
16. GENERAL PROVISIONS.
a. Failure or delay by either party to exercise any right, power, or privilege hereunder, will not operate as
a waiver hereto.
b. This Agreement will not be assignable by CUSTOMER without the express written consent of USWC.
c. This Agreement benefits CUSTOMER and USWC. There are no third party beneficiaries.
d. This Agreement constitutes the entire understanding between CUSTOMER and USWC with respect
to Service provided herein and supersedes any prior agreements or understandings.
RG01-0143c
The parties hereby execute and authorize this Agreement as of the latest date shown below:
CUSTOMER U S WEST COMMUNICATIONS, INC.
Sig%ature Sign~Lt~Jre (J
Name Printed or Type~itle Name Printed or Typed/Title
Date Date
239 4th St.. ~to~ ~ 9833~
Address for Notice Address for Notice
July 28, 1995
RG01-0143¢