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HomeMy WebLinkAboutCenturylink-5/13/2013 (2)FROM (THV)MAY 16 2013 11:41/ST. 11:3OtMo. 7600000618 P 1 CENTURYLINK TOTAL ADVANTAGE'CENTURYLINK TOTAL ADVANTAGETM, EXP RESS-AGREBVI ENT —SummaryPage This CenturyLink Total Advantage"' Express Agreement ("Agreement') is between CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink company providing the Services under this Agreement ("CenturyLink") and CITY OF WATERLOO - IA ("Customer") and is effective an the date the fast party signs it ("Effective Date"). The name of the CenturyLink operating company providing Services to Customer is listed h the Service -specific provisions for the applicable Service, eadi acting separately .and_ .individually responsible for all of its own obligations. CenturyLink-reserves the right to withdraw this offe-r if Customer does not execute and deliver the Agreement to CenturyLink on or before June 23, 2013. Customer's Address forNotices:715 Mulberry Street Waterloo, IA50703; Customer's Facsimile Number. (319) 291 -4301 Person Designated for Notices: General Counsel Monthly Revenue Commitment Term Commitment (or "Term") Contributory Charges of $100 (Beginning in the 4' month of the Term, Customer's failure to meet the Revenue Commitrnentwiil result in a Shortfall charge). 60 months TERMS AND CONDITIONS APPLICABLE TO ALL SERVICES Rates do not include foreign, federal, state or local taxes, surcharges, fees, EAS, Zone, CALC, or other similar charges. The rates for Local Access Service and CPE Purchase are subject to valid quote forms, which control if they conflict with the rates feted on this Summary Page, all of which are subject to change. "Contributory Charges" means: (a) ail monthly recurring charges CMRCs") and usage charges for Qwest Communications Company, LLC, d/b/a CenturyLink QCC (other than Local Access Service) and/ or Qwest Corporation d/b/a GenturyLink QC Services ordered under the Agreement after the Effective Date and incurred during the Term; and (b) all MRCs and usage charges for CenturyLink QC Contributory Services ordered before or after the Effective Date under separate agreements and incurred during the Term. "CenturyLink QC Contributory Services" means the following serlces that are provided by CenturyLink QC: Centrex, Centron®, Analog Trunks, Digital Switched Service, ISDN Services, Uniform Access Solution, SHARP, Business local exchange tines (e.g., CenturyLink Choicer"' Business packages), CenturyLinkw High -Speed Internet, ATM (IntraLATA), Frame Retay (IntraLATA), Analog Private Line, DSI, DS3, SST, Optical Wavelength Service, SHNS, Geomaxe), Metro Ethernet, and directoryservices. ContnbutoryCharges do not include non-recurring charges ("NRCs"), CPE, Taxes, pass-through, woddcard® payphone surcharges, other surcharges, issued credits. any charges for Loral Access Services, or other charges not specified as Contributory Charges under the Agreement 'Shortfall" is the difference between the Revenue Commitment and Customer's ConfrrbutoryCharges paid during a Measurement Period. Unless specified otherwise in the Service -specific provisions, CenturyLink QCC Services will receive the applicable rates specified in the Summary Page or valid Order Farm for the longer of the Term Commitment or a Service's individual service term. After the eeoi ration of the Term Commitment, this Agreement will renew on a month-to-month basis. CenturyLink reserves the right to modify CenturyLink QCC Service rates to the month-to-month rates upon the later of the renewal of the Agreement or the expiration of that Service's individual service term. CenturyLink QC Services will feceive the applicable rates spedfied In the Summary Page for the duration of that Service's individual service term and will renew at the rate and for the term spedfied in the applicable Tariff, RSS, o r Service - specific provision. Separate CenturyUnk Offerings, Provisions that are applicable to a specific CenturyLink company are so indicated. All general provisions are applicable to services provided by the CenturyLink company providing the Services under this Agreement. Services. This Agreement governs Customer's purchase of the services listed on the Summary Page or an Order Form ("Services"). Additional terms found at http://gwesicenturvlink.corn/leggl/rmgctae/DTC/v40.pdf apply and are incorporated by reference ("Detailed Terms and Conditions° or "DT&C"). Customer understands that the DT&C contain additional important terms and conditions that apply to the Services, including, among other things, confidentiality obligations, disclaimer of warranties, indemnification, shortfall charges, minim um -service terms, early termination charges, emergency911 limitations, and jury -trial and class-action waiver. Payment. Customer must pay all charges within 30 days of the invoice date except for CenturyLink QC charges, which Customermust pay by the due date on the invoice. Charges not paid by their due date are subject to late paynent charge of the lesser of 1.5% permonth or the maximum rate allowed by law or required by Tariff. In addition to payment of charges for Services, Customer must also pay CenturyLink anyappkcable Taxes (which is defined in the DT&C and may include surcharges, fees, and other similar charges) assessed in connection with Services, Customer's payments to CenturyLink must be in the form of electronic funds transfer (via wire transfer or ACH), cash payments (via previously -approved CenturyLink processes only), or paper check. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS. CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. Umltations of Liability. The remedy and IimRations ofliabibtyfor any claims arising between the parties are set forth below. (a) Consequential Damages. NEITHER PARTY OR ITS AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, 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 FORESEEABILITY. (b) Claims Related to Services. For Customer's claims related to Service deficiencies or interruptions, Customer's exclusive remedies are rim ited to: (a) those remedies set forth in the SLA for the affected Service or (b) the total MRCs or usage charges paid by Customer for the affected Service in the one month immediately preceding the event giving rise to the claim if an SLA does not apply. Opportunity ID: 51523302 PRIZone Page 1 of 3 ©CenturyLink, inc. AI Rights Reserved. Contract Code: 490150 CONFIDENTIAL CGT R. ' 40.050113 05/16/2013 1:34PM (GMT -04:00) FROM (THU)MAY 16 2013 11:42/ST. 11: 30tN0. 7600000615 P 2 CENTURYLiNK TOTAL ADVANTAGETm EXPRESS — AGREEMENT— Summary Page (c) Personal injury; Death; Property Damages. For claims arising out of personal injury or death to a partys employee, or damage to a party's real or personal property, that are caused by the other partys negligence or willful misconduct in the perforrna nce of the Agreement, each party's liability is limited to proven direct damages. (d) Other Direct Damages, For all other claims arising out of the Agreement, each party's maximum liability will not exceed in the a•greaate the total MRCs and usage dhergee paid by.CMStomer tcQ CenturyLink ender the Agreement in the three months immediately preceding the event giving rise to the claim ("Damage Cap"). The Damage Cap will not apply to a parts indemnification obligations or Customer's payment obligations under the Agreement Entire Agreement. This Agreement including the Summary Page, DT&C version 40 found at MtoJ/awest,centurviinkcom//eaaUrmrrctae/DTC/v40.pdf any other provisions for Bundles, Packages or Other Offers identified in this Summary Page (°Other Provisions"), and any CenturyLink-accepted Order Forms constitute the entire agreement between the parties and supersede all prior oral or written agreements or understandings relating to this subject matter. This Agreement supersedes all prior oral or written agreements or understandings relating to the same sertice, ports, or circuits at the same locations as covered under this Agreement Definitions. Capitalized terms are defined in the DT&C. The following Services are Incorporated into the Agreement: ISDN PRS, iDSS The following additional terms and conditions apply to ISDN PRS, DSS Service, and are incorporated herein by reference: the General Terms Applicable to All Services and ISDN PRS, DSS sections in the Detated Terms and Conditions at http //awestcentuerlink.com/leaalernactae/DTC/v40.odf• ISP Certification. If Customer Is a provider of °information service," as that term is defined in 47 U.S.C. §153 (24), Customer represents and warrants that ISDN PRS w81 not be used to provide information service to its End Uses, including but not limited to termination or origination of Voice over Internet Protocol ("VoIP"). For purposes of this Section "End Users" means any anti ty to which Customer protides information service. If at any time during the Term of this Agreement this representation and warranty is no longer accurate, Customer agrees to notifyCenturyienk and execute a new agreement See Exhlbit 1 for ISDN PRS pricing Details Domestic Interstate Voice - Long Distance and Toll Free 414 Offer The following additional temps and conditions apply to the Long Distance and Toll Free 4/4 Offer, and are incorporated herein by reference: The 4x4 Long Distance and Toll Free Offer Provisions found at http://owest.centuMink_comAeoal/rmoctae/4x4Idtf/v2.ndf, and the General Terms Applicable to All Services, Domestic and International Voice, and Local Access sections in the Detailed Terms and Conditions at htt r://ewest.centuMink.comflecral/rmachae/DTCM0.pdf. Service Origination— Termination: Switched -- Switched Outbound or Switched — Switched Toll Free Net Rate per Minute 1 Per Minute Tariff Rates* Interstate and Intrastate— all States exceptAlaska (4AND4 MIDM rate for a 60 month Term) $0.0400* per minute with a $0.90 Access Line Charge* MRC per number * This prldng is only available to: (a) new customers signing a new Agreement; (b) existing customers adding domestic voice service to their Agreement; or (c) existing customers whose Agreement contains domestic voice service and has no more than 3 months remaining In the initial Term ofa one year Term, 8 months remaining in the Initial Term ofa two year Term, or 9 months rema filing in the initial Term of a three year Tenn, If category (c) applies to Customer then this pricing will be effective as of the second full monthly billing cycle following the date CenturyLink signs below. Customers must agree to a minimum $100/monthly commitment on their Agreement The pricing is only available to customers with a maximum, combined CenturyLink Long Distance and ToII Free spend of $5,000 per month. To receive this pricing, Customer must sign and retum this Agreement during the period from March 15, 2007 through December 31, 2013. By signing, Customer agrees that its purchase of CenturyLink Services is governed by the additional terms and conditions of the DT&C version 40 found at htto://awestcentuerlink.com/leoalernectae/DTC1v40.edf and any Other Provisions, all of which Customer has reviewed or will review promptly. Customer acknowledges that it may cancel this Agreement within 5 days of its Effective Date without Early Termination Charges or Cancellation Charges (except where prohibited by an applicable CenturyLink QC Tariff), and that its Opportunity ID: 51523302 PRlZone Contract Code: 490150 Page 2 of 3 ® CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL CGT R.v40.050113 05/16/2013 1:34PM (GMT -04:00) FROM (THU)MRY 18 2010 11:40,ST.11:50,Mp.71500000010 P CENTURYLINK TOTAL ADVANTAGE", EXPRESS — AGREEMENT— Summary Page failure to cancel and continued use of the Services beyond 5 days constitutes acceptance of the Detailed Terms and Conditions and any Other Provi 'ons, Using Centurylink's ele ionic signature process for the Agreement is acceptable. CUSTO/fR: CITY 2 F Arrprv, ALI•4'd Sig ature Vriff2i. Name T pe or Printed 'Or Title 71 .2-6i, Opportunity ID: 51623302 PRIZone Contract Code: 490150 CENTURYLINK SALES SOLUTIONS, INC. zedSignature A, r Name Ded or Printed TUe 5- IC— eoa Date Page 3 of 3 CenturyLink, Inc. All Rights Resen,ed. CONFIDENTIAL CGT R.v40.050113 05/16/2013 1:34PM (GMT -04:00) FROM (THU}MAY 16 2013 11: 43,ST. 11:30/Ho. 7600000818 P 4 CEI TURYLINK TOTAL AOVANti tA.GETM EXPRESS AGREEMENT Exhibit 1 ISDN PRS ICB PRICING OFFER FOR THE STATE OF IA CITY OF WATERLOO —IA • Customer This ISDN PRS is provided by Qwest Corporation d/b/a CenturyLink QC ("CenturyLink QC") and is subject to the CenturyLink Total Advantageml Express Agreement between Customer and CenturyLink_ Filing Concurrence CenturyLink may be required to submit the pricing herein to certain regulatory agencies for approval because the rates are being offered on an individual case basis ("ICB Rates"). Although the general terms and conditions of this Agreement are effective on the Effective Date, the ICB Rates will not become effective for a given jurisdiction until the filing and approval requirements for that jurisdiction are fiilfilled. Service will be offered in accordance with the applicable Tariff until the ICB Rates become effective. Approved ICB Rates will take precedence over the Tariff. If Customer receives reduced pricing under this Agreement and a regulatory agency later invalidates the ICB Rates after they had become effective, Customer will pay to CenturyLink any difference in the amounts Listed in the applicable Tariff for Service and the amounts Customer was charged for Service. When approved by the regulatory agencies, Customer may add additional quantities of Service pursuant to the Service Changes Section under the same terms and conditions with no further filing required. If a regulatory agency does not approve this Agreement. the parties will enter into good faith negotiations to mutually resolve the failure to receive the necessary approval. This Agreement will remain in full force and effect for Service in all other jurisdictions. AQCB# (Internal use only): Service Location Including City and State Circuit ID!BTN USOC Term NRC Qty, Total MRC Per Location 715 MULBERRY ST,WATERLOO,IA 50703,USA ZPGU5 60mo $0.00 3 $1140 1925 NEWELL ST,WATERLOO 1A50707,USA ZPGU5 60mo $0.06 2 $760 1 of 1 @CenturyLink, Inc. All Rights Reserved CONFIDENTIAL opportunity ID # 51523302 05/16/2013 1:34PM (GMT -04:00) FROM (THU>MAV 16 2013 11:43,'ST. 11:30,No. 7600000616 P 6 CENTURYLIINK LONG DISTANCE FOR ISDN -PRS (Primary Rate Service) OFFER ATTACHMENT This offer attachment (`Attachment") is subject In all respects to the CenturyLink Total Advantage." Express Agreement which includes Qwest Corporation d/b/a CenturyLink QC ISDN -PRS ("PRS") and Qwest Communications Company, LLC d/b/a CenturyLink QCC Domestic Voice Service ("Express Agreement") between CenturyLink and Customer. Capitalized terms not defined in this Attachment are defined in the Express Agreement. _1,__._.._$cop_e 'Ta.putPese_ef tbis_Atta.chment.is. to offer,prantotional pricingt7Prcmotional P.ricing") for CenturyLink's interstate and ._ Intrastate switched long distance and switched inbound toll free services (together "Service"). 2, Eligibility and Restrictions. The Offer Pricing in Section 3 below is available if Customer: (a) orders new or renews existing PRS under an Express Agreement with a 1, 2, 3, or 5 year term and follows Tariff TLA waiver policy for the existing PRS; (b) is adding this Attachment to existing PRS ICB pricing provided under Exhibit 1 of the Express Agreement; or (c) previously signed an Attachment but is changing its maximum minutes of use' in Section 3. The Offer Pricing is limited to one to three PRS circuits. In order to receive the Offer Pricing, Customer must sign and retum this Attachment and order Service in conjunction with PRS as stated in (a), (b), and (c) above. Customers failing to meet the eligibility requirements of thls section will be charged Tariff and,RSS rates, rather than receiving the Offer Pricing. Additional restrictions as outlined in the Offer Pricing section apply. The Offer Pricing may not be combined with any other discounts or pricing for the services referenced in this Attachment. 3. Offer Pricing. The Charges and Rates in the specific row Customer selected in the below table represent the Offer Pricing. Customer will receive the Offer Pricing associated With the maximum minutes of use CMOU") per month throughout the 1; 2, 3, or 5 year term of the PRS. Unused minutes wilt not carry over into a following month. The overage MOU rate in the below table applies for each minute of each call per month in excess of the maximum MOU column from the row Customer selected. The'Offer Pricing will be effective as of the second full monthly billing cycle following the Attachment Effective Date. This Attachment and the Offer Pridng vnll terminate on the earlier of. (a) termination or expiration of the Express Agreement (b) termination or expiration of this Attachment. If Customer terminates its PRS prior to the expiration of the PRS term; in addition to the PRS termination charges in the Express Agreement, Customer will pay CenturyLink the difference between the Offer Pricing and the standard Tariff and RSS rates for the long distance. MDU. Product Maximum MOU Per Month MRC Overage MDU Rate Offer Code X 2,500 minutes of CenturyLink switched Intrastate and interstate long distance per month waived $0 $.04 per minute LD2500BKT12 4,000 minutes of CenturyLink switched intrastate and interstate long distance per month $40 $.04 per minute LD4000BKT12 6,000 minutes of CenturyLink switched Intrastate and interstatelong distance per month $75 $.04 per minute LD6000BKT12 8,000 minutes of CenturyLink switched intrastate and interstate long distance per month $110 $.04 per minute LD8000BICI 12 10,000 minutes of CenturyLink sWtched intrastate and interstate long distance per month $145 $.04 per minute LD10000BKT12 Product Rate Switched Termination Toll Free $.04 per minute 4. Miscellaneous. All other terms not specifically set forth in this Attachment, Including without Limitation,any other rate elements, Including local loops are as stated in the Express Agreement. This Attachment will be effective as of the date it is executed by CenturyLink ("Attachment Effective Date"). By signing below, Customer understands this Attachment will be subject to the Express Agreement. Ail other terms set forth In the Express Agreement will remain in effect The order of control in descending order is: this Attachment and the Agreement. These documents set forth the entire understanding between the parties as to the subject matter of this Attachment and supersede any prior written or verbal statements, representations, and agreements concerning this subject matter. Using CenturyLink's electronic signature process for the Attachment Is acceptable. Agreed to and ac o1pted: CUSTOMER; Of X OF WATER By: 7 11.1-1 k. -1... 6 . ({1.t1--r..k. ...3f �� Name: Title: Date: - • CENTURYLINK COMMUNICATIONS COMPANY, LLC d/b/a CenturyLink QCC By: Name: Title: Date: Jost;w. / vfiti1-S Silwr Pitit.44 zs e. r F -C— Z013 1 of 1 @CenturyLink, inc. All Rights Reserved vt�i�`)~1DEt�"I :AL v1.030912 05/16/2013 1:34PM (GMT -04:00) FROM (THU)MAY 16 2013 11:44IST. 11:30/No. 7600000618 P 6 CENTURYLINK® LINE VOLUME PLAN ACKNOWLEDGMENT FORM ("Acknowledgment") 1. Scope; Definitions. City of Waterloo ("Customer") hereby acknowledges they are ordering the Line Volume Plan ("CLVP") provided by Qwest Corporation d!b!a CenturyLink QC ("CenturyLink"). CLVP provides discounted rates on Discount Eligible Services based on Customer's purchase of 10 to 3,000 Contributory Access Lines, as more fully described herein. CenturyLink provides CLVP in accordance with the applicable CenturyLink tariff, price list, price schedule, administrative guideline, catalog, or other rale and team schedules (°Tariff'), which Is incorporated into this Acknowledgment by reference" and trade a part of this Acknowledgment The Contributory Access Lines and Discount Eligible Services (collectively the °Service°) described herein are provided in accordance with, and governed by the Tariff applicable to the Service. CenturyLink 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. This offer may not be provided in conjunction with any other local voice volume discount plan. "the 14 States" are Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming. "Contributory Access Lines" means the aggregate number of Customer's existing and new local business exchange access lines as set forth on Exhibit 2, that will be considered for purposes of determining the applicable Line Tier as set forth in Exhibit 1, both of which are incorporated by this reference and made part of this Acknowledgment. Contributory Access Lines are Flat Business Lines with or without CenturyLlnk Packages, Centrex 21 and Utility Line in CenturyLink's local service areas in the 14 States. The Contributory Access Lines will be aggregated across the 14 States, and will be determined conclusively by CenturyLink records. 'Discount Effective Date" means the effective bill date of the first service order to add CLVP to Customer's account. 'Discount Eligible Services" are Flat Business Lines, Hunting associated with Fiat Business Lines, CenturyLink Choicer"' Business (USOC PGOQL only), Business Plus (USOC PG0QM only), Business Add -A -Line, and Business Prime in CenturyLink's local serving area in the 14 States. "CenturyLink Packages" are CenturyLink ChoiceTM Business (USOC PGOQL and PGOBA), Business Plus (USOC PGOQM, PGOQX and PGOQY), Business Add -A -Line, Business Prime, Two -Line Business, Business Line Pius and CustomChoice® for Business, "Rates° means the net rates that will be derived by applying discounts to the Tariff month-to-month rates for Discount Eligible Services which will appear as a credit on each monthly bill. 2. Term. This Acknowledgment will expire three years from the Discount Effective Date ("Term"). If CenturyLink continues to provide Service after the Term without a further agreement, the CLVP Rates will be discontinued and Service will continue at the then applicable month-to-month rate and terms and conditions of the Tariff. 3. Contributory Access Lines, Line Tier and Rates. Based on 50+ Contributory Access Lines, Customer will pay the Rates for Services listed on Exhibit 1 hereto for the 50-499 line tier ("Line Tier") on each monthly bill for all Discount Eligible Services purchased during the Term. The Rates will (a) not change during the Term of this Acknowledgment; (b) commence on the Discount Effective Date; (c) not be applied to more than 3000 Discount Eligible Service lines; and (d) terminate upon expiration of the Term, and Service will continue at the applicable month-to-month rate and terms of the Tariff. 4. Changes. Customer may move or add Service ("Change") if CenturyLink commercially offers such Change, and Customer agrees to pay all applicable charges related to such Change. Such Change will be subject to the terms and conditions of the Tariff. Rates for added Service will (a) commence on the effective bill date of the service order to add CLVP to the additional Service; (b) not be retroactive to the Discount Effective Date; and (c) terminate upon expiration of the Term. Additions to the Contributory Access Lines will not change the Rates under this Acknowledgment. The Contributory Access Lines and any Change, will be determined conclusively by CenturyLink records. 5. Minimum Line Requirement, Annual Audit, Shortfall Charge. Based on the Line Tier, Customer must maintain 50 Contributory Access Lines (°Minimum Line Requirement") during the Term of this Acknowledgment. At the end of each twelve month period following the Discount Effective Date ("Annual Period"), CenturyLink will conduct an audit to determine the number of Customer's operational Contributory Access Lines (line Count"). If after each Annual Period Customer's Line Count fails to meet or exceed the Minimum Line Requirement, Customer will promptly pay to CenturyLink a shortfall charge equal to the difference between the Minimum Line Requirement and the Line Count multiplied by $60 ("Shortfall Charge"), If Customer is charged a Shortfall Charge, CenturyLink may subsequently conduct quarterly audits and apply Shortfall Charges until Customer meets the Minimum Line Requirement. In no event will the number of actual Contributory Access Lines in excess of Customer's Minimum Line Requirement in a particular Annual Period be "rolled back° or °carried over' for purposes of achieving Customer's Minimum Line Requirement in a prior or subsequent Annual Period. 6. Termination. Customer understands that, if prior to the conclusion of the Term, Customer terminates this Acknowledgment or Service in its entirety then Customer will be liable for a termination charge equal to the Minimum Line Requirement multiplied by $15, multiplied by the number of months remaining in the Term ("Termination Charge"). If a Termination Charge applies, such charge will be waived if at the same time this Acknowledgment is terminated, Customer enters into a new agreement for any other CenturyLink provided service and the total value of the new service agreement, excluding any nonrecurring and special construction charges, equals or exceeds the Termination Charge, which will be considered the remaining value of this Acknowledgment. The waiver does not apply to changes between regulated and unregulated or enhanced products and services. Page 1 of 5 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.090412 05/16/2013 1:34PM (GMT -04:00) FROM (THU)MAY 16 2013 11:46/ST. 11:30/No.7600000613 F 7 CENTURYLINK® UNE VOLUME PLAN ACKNOWLEDGMENT FORM ("Acknowledgment") 7. Governing Law; Dispute Resolution. 7.1 Governing Law; Forum. Colorado state law, without regard to choice -of -law principles, govems all matters relating to this Acknowledgment, except with regard to matters which are within the exclusive jurisdiction of the state or federal regulatory agency, Anti legal pr3cing iatfflg to this Acknowledgment will be brought in a U. -S. -District-COiirt, or absent"federal jurUdictiof, in a state court of competent jurisdiction, in Denver, Colorado. 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. 7.2 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 Acknowledgment 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 any dispute relating to this Acknowledgment 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. 8. ARRA. Customer will not pay for Service 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 this Acknowledgment or in an amendment to this Acknowledgment 9. 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"). Any exposure to PHI will be random, infrequent and Incidental to CenturyUnk's provision of Service and is 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). As such, if Customer is a Covered Entity or Health Care Provider under the HIPAA Rules or supports the health care industry, CenturyLink and Customer agree that CenturyLink is not a "Business Associate" or "Covered Entity" under the HIPAA Rules for the purposes of this Acknowledgment 10. Confidentiality. Neither party will, without the prior written consent of the other party: (a) disclose any of the terms of this Acknowledgment; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Acknowledgment) the Confidential Information of the other party. "Confidential Information" means any information that is not generally available to the public, whether of a technical, business, or other nature, and that (i) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; or (ii) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect the information from disclosure. Confidential Information will not include information that is In the public domain through no breach of this Acknowledgment by the receiving party or is already known or is independently developed by the receiving 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 this Acknowledgment. 11. 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. "Affiliate means any entity controlled by, controlling, or under common control with a party. 12. General. Customer may not assign this Acknowledgment or any of its rights or obligations hereunder without the prior written consent of CenturyLink, which will not be unreasonably withheld. Customer may not assign to a reseller or telecommunications carrier under any circumstances. If a conflict exists among provisions within this Acknowledgment, the following order of precedence will apply in descending order of control: Tariff, this Acknowledgment, and CenturyLink records. Page 2 of 5 © CenturyLink, Inc, All Rights Reserved. CONFIDENTIAL v1.090412 05/16/2013 1:34PM (GMT -04:00) FROM (THU)MAY 16 2013 11: 46/ST. 11: 30/No. 7600000618 P 8 CENTURYL1NK® LINE VOLUME PLAN ACKNOWLEDGMENT FORM ("Acknowledgment") This Ackno ledgment constitutes the entire understanding between the parties and supersedes all prior oral or written agreements or understan gs relating to this sub' atter. Using CenturyLink's electronic signature process for this Acknowledgment is acceptable. City... terioo a j ! Qwest Corporation d/b/a CenturyLink QC Autho Autf4orized Signature ure �(.) M� vrkt114S Name Typed or Printed Name Typed or Printed Y $&,( /1444 4.5 e r -- Title Title c; 1-;:'1)190 (5.-- 13 — 2043 Date Address for Notices: 715 Mulberry St Waterloo, IA 54703 Date Address for Notices: 1801 California Street, Suite 900 Denver, Colorado 80202 Attn.: Legal Department Page 3 of 5 m CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.090412 05/16/2013 1:34PM (GMT -04:00) FROM (THU)MAY 76 2013 11:46/ST. 11: 30/No. 7600000616 P 9 CENTURYLINK6 LINE VOLUME PLAN ACKNOWLEDGMENT FORM ("Acknowledgment") EXHIBIT 1 MONTHLY RATES FOR DISCOUNT ELIGIBLE SERVICES Customer: ---City-ef-Waterloo- Contributory Access Lines = 50 Line Tier c 50-499 Minimum Line Requirement = 50 1.1 Discount Eligible Services and (USOCs) "1 FR° = Ffat Business Lines (1FB, 1FL, 1FA, AFK AFV, HFB) Hunting on 1 FBs will be discounted 95% In Wyoming and provided at no additional charge in the remaining 14 States. "CCB" = CenturyLink ChoiceTM Business (PGOQL only) °CCB Plus" = CenturyLink ChoiceTM Business Plus (PG0OM only) °CCB AAL" = CenturyLink ChoiceTM Business Add -A -Line (PGOQN) "CCB Prime" = CenturyLink ChoiceTM Business Prime (PGOQT) (a) Monthly Rates Arizona Colorado Idaho Iowa Minnesota Montana Nebraska New Mexico North Dakota Oregon South Dakota Utah Washington Wyoming 1FB CCB CCB Plus CCB AAL CCB Prime $24.99 3 yr 50-499 Page 4 of 5 © CenturyLink, Inc, All Rights Reserved. CONFIDENTIAL v1.090412 05/16/2013 1:34PM (GMT -04:00) FROM (THU)MAY 16 2013 11:48/ST. 11: 30/Mo. 7600000818 F 10 CENTURYLINK® LINE VOLUME PLAN ACKNOWLEDGMENT FORM ("Acknowledgment") EXHIBIT 2 Customer: City of Waterloo Contributory Access Lines and (USOCs) Discount Eligible **Flat Business Lines (1FB, 1FL, 1FA, AFK, AFV, HFB) Not Discount Eligible Flat Business Lines (AF4, BHS, 7FB) Utility Line (AWL) Centrex 21 (RXB, EPB, R4X, XRW, XRS, RSX, R4V, R6X) ** Flat Business Lines with the following CenturyLink ChoiceTM packages will only receive the package discount as shown on Exhibit 1. CenturyLink Cholce' Business (PGOQL only) CenturyLink CholceTM Business Plus (PGOQM only) CenturyLink CholceTM Business Add -A -Line (PGOQN) CenturyLink ChoiceTM Business Prime (PGOQT) NOTE: CenturyLink Choice package USOCs should not be Included in the Contributory Access Line count. TOTAL Contributory Access Lines: 50+ Customer certifies that the Contributory Access Lines (a) exist under the Billing Telephone Numbers ("BTN") shown below; or (b) will be installed at the Service Address(es) shown below. »INSERT LINE INVENTORY HERE — The line inventory may be copied from an Excel spreadsheet or manually entered in a table format which includes the following column headings: l BTN 1 USOC j QTY. 1 if BTNS are available, or 1 Service Address 1 USOC } QTY. l If BTNs are not available. Please refer to your Methods & Procedures for more details on how to create the line inventory. DELETE THIS INSTRUCTIONI<< Page 5 of 5 ® CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.090412 05/16/2013 1:34PM (GMT -04:00)