Agreement Number C37315
Billing Number K 303 831-7680 387 Billing
Number K 303 831-7695 325 Billing Number K
303 831-7751 371 Billing Number K 303
831-7770 265 Billing Number K 303 831-7783
347 Billing Number K 303 832-3001 257
Billing Number K 303 832-3002 267 Billing
Number K 303 832-3053 918
U S WEST COMMUNICATIONS DIGITAL SWITCHED SERVICE
RATE STABILITY PLAN AGREEMENT
This is a Service Agreement between Multi-Link Communications Inc. ("CUSTOMER"),
and U S WEST COMMUNICATIONS, INC. ("USWC"), for the provision of U S WEST
COMMUNICATIONS Digital Switched Service.
1. SCOPE. USWC shall provide and CUSTOMER shall purchase Digital Switched
Service ("Service"). USWC supplies CUSTOMER with use of digital DS1 exchange
telecommunications service facility and common equipment, linking CUSTOMER'S
premises to USWC's local exchange switching office. Service includes: (1)
use of digital facility (transmission capacity at a maximum speed of 1.544
megabits per second); (2) use of common equipment to interconnect with
USWC's local exchange switch.
This Agreement pertains to use of the digital DS1 facility and common
equipment only. Flat usage trunks for accessing the local exchange and toll
networks are supplied out of the Digital Switched Service Tariff, Price
List, or Catalog. USWC provides Service in accordance with the applicable
Tariff, Price List, or Catalog ("Tariff") for the state in which Service is
provided, incorporated herein by this reference.
USWC agrees to furnish Service between the following locations.
Customer's USWC's
Quantity USOC Address Address
-------- ---- ---------- -------
8 D7Z 811 Lincoln, #500, Denver, Co2485 Curtis, Denver, CO
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USWC will terminate Service at the USWC Standard Network Interface (SNI) at
CUSTOMER premises. The SNI is that location where USWC's protected network
facilities and service end and CUSTOMER's inside wire or network begins.
2. TERM. The term of this Agreement shall commence on the latest signature date
in the execution section hereto. This Agreement will terminate One hundred
twenty (120) 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.
3. CHARGES. CUSTOMER agrees to pay the following charges for Service:
Total Monthly Recurring Charge $223.44 each
Total Nonrecurring Charge $0.00
Accelerated Installation Charge $_______
Applicable taxes shall be added to the above charges. Charges shall commence
upon provision of Service as evidenced by USWC records and shall be
guaranteed for the term of this Agreement. 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 due
date. If late payment charges are applicable and permitted by law, they may
be assessed and billed at 1 1/2 percent per month or the highest lawful
rate, which ever is less, on the unpaid balance.
5. SERVICE MOVES AND CHANGES. CUSTOMER may make changes in Service from the
original quantity(ies) and/or installation location(s) identified above
("Change"). The Change is subject to the following conditions: (1) CUSTOMER
and USWC agree and execute a separate written Supplement or Agreement
covering the Change; and (2) CUSTOMER agrees to pay charges associated with
the Change including but not limited to reasonable costs incurred by USWC at
the vacated location(s).
If CUSTOMER changes the type of digital DS1 facility and common equipment,
termination charges will not apply as long as CUSTOMER maintains Service
over the same or greater number of facilities and common equipment. However,
the applicable monthly and nonrecurring Tariff charges, at the time of
Change, shall apply for such Changes. In the event CUSTOMER reduces the
number of facilities over which Service is provided, termination charges, as
stated in Section 6, shall apply.
6. TERMINATION. Either party may terminate this Agreement for cause provided
written notice specifying the cause for termination 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 early termination charges. If termination is prior to installation
of Service, early termination charges shall be those reasonable costs
incurred by USWC through the date of termination. If CUSTOMER disconnects
all or part of Service after installation to a level that is below the
Service quantities established under this Agreement, CUSTOMER shall pay a
termination charge equal to twenty-five percent (25%) of the monthly rate
for Service terminated multiplied by the number of months, or portion
thereof, remaining in the term of this Agreement; plus the balance of all
billed but unpaid recurring and outstanding nonrecurring charges.
A termination charge will be waived when the CUSTOMER discontinues Service
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 non-recurring charges - these charges cannot be included as part
of the new service(s) agreement.
7. STATE TARIFF CHARGE DECREASES. Charges shall commence upon provision of
Service as evidenced by USWC records and shall be guaranteed against any
increase initiated by USWC during the term of this Agreement. However, if
the applicable USWC Tariff monthly stabilized charges for Service decrease
during the term of this Agreement, such decrease shall be automatically
applied for the remainder of the term of this Agreement.
8. OUT-OF-SERVICE. If USWC causes a Service interruption, an out-of-service
credit will be calculated as specified in the applicable USWC Exchange
Services Tariff for the state in which Service is provided under this
Agreement.
9. 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.
10. PERSONAL INJURY; PROPERTY DAMAGE. Each party shall be responsible for any
actual physical damages it directly causes in the course of its performance
under this Agreement, limited to damages resulting from personal injuries,
death, or property damage arising from negligent acts or omissions; PROVIDED
HOWEVER, THAT NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT
LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT.
11. LIMITATION OF LIABILITY. 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 10, 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.
12. NO WARRANTIES. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
13. UNCONTROLLABLE CONDITIONS. Neither party shall be deemed in violation of
this Agreement if it is prevented from performing any of the obligations
hereunder by reason of severe weather and storms; earthquakes or other
natural occurrences; strikes or other labor unrest; power failures; nuclear
or other civil or military emergencies; acts of legislative, judicial,
executive or administrative authorities; or any other circumstances which
are not within its reasonable control.
14. DISPUTE RESOLUTION.
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 bought 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 law shall conduct the
arbitration in accordance with the then current rules 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.
15. LAWFULNESS. This Agreement and the parties' actions under this Agreement
shall comply with all applicable federal, state, and local laws, rules,
regulations, court orders, and governmental agency orders. Service under
this Agreement shall only be effective when mandatory regulatory filing
requirements are met, if applicable. This Agreement will be governed by the
laws of the state where Service is provided.
16. SEVERABILITY. In the event that a court or a governmental or regulatory
agency, with proper jurisdiction determines that this Agreement or a
provision of this Agreement is unlawful, this Agreement, or that provision
of the Agreement to the extent it is unlawful, shall terminate. If a
provision of this Agreement is terminated but the parties can legally
commercially and practicably continue without the terminated provision, the
remainder of this Agreement shall continue in effect.
17. GENERAL PROVISIONS.
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.
The parties hereby execute and authorize this Agreement as of the latest date
shown below:
CUSTOMER U S WEST COMMUNICATIONS, INC.
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Signature Signature
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Name Printed or Typed/Title Name Printed or Typed/Title
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Date Date
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Address for Notice Address for Notice