HomeMy WebLinkAboutUS Cellular-10/25/20105/06 f *wed : 10140
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BUSINESS CUSTOMER SERVICE AGREEMENT
THIS BUSINESS CUSTOMER SERVICE AGREEMENT (this
"Agreement"), dated October 1, 2010 (the "Effective Date"), is by and between United
States Cellular Corporation on behalf of its operating licensed affiliate doing business as
U.S. Cellular in the Home Market ("USCC"), and City of Waterloo on behalf of its
employees and permitted subsidiaries and affiliates ("Customer").
WHEREAS, Customer desires to purchase wireless telecommunication services
and equipment from USCC; and
WHEREAS, USCC is willing to provide Customer with wireless
telecommunication services and equipment in accordance with the provisions and
conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS.
(a) "Equipment" means wireless telephone and data equipment
purchased by Customer from USCC or otherwise provided to
Customer by USCC for use in connection with Service.
(b)
"Home Market" means the market in which the U.S. Cellular switch
to which your account is assigned at the time your service is
established ("Home Market').
(c) "Service" means the wireless telecommunication services (including,
without limitation, voice and data services) that USCC will provide
to Customer pursuant to this Agreement.
2. PROVISION OF SERVICE.
(a) USCC shall provide and Customer shall purchase Service and
Equipment pursuant to the terms and conditions set forth in this
Agreement. Service is available to Equipment only when such Equipment
is within the operating range of Service as set forth in USCC's standard
coverage maps. The standard coverage maps as of the Effective Date are
attached hereto as Exhibit A. Such maps may be updated periodically by
USCC. Service is furnished for Customer's use only. Customer may not
resell Service to third parties.
(b) Data Services. Customer's use of the data services portion
of Service (currently known as easyedgesm Phone Service), specifically
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excluding any BlackBerry products or services, shall be governed by this
Agreement and the Wireless Data (powered by BREW) End User License
Agreement attached hereto as Exhibit B.
(c) BlackBerry° Services.
i. Customer's use of any BlackBerry portion of the Service shall be
governed by this Agreement and the applicable RIM License(s). For
purposes of this Agreement, "RIM License(s)" means the then current
standard software license(s), in whatever form or medium provided by
Research In Motion Corporation, a Delaware corporation and/or Research
In Motion Limited, an Ontario corporation (individually and collectively,
"RIM"), in conjunction with the "BlackBerry" wireless handset device and
related services, including but not limited to the BlackBerry Enterprise
Server ("BES") Software License and BlackBerry End User/Software
License Agreements provided with the BES software and BlackBerry
Wireless handset devices, respectively. A current set of versions of RIM
License(s) can be found at http://www.rim.com/legal/index.shtml. As a
condition to receiving any BlackBerry portion of the Service, Customer
shall agree to and comply with the RIM License(s). Customer shall be
responsible for ensuring that any end user using the BlackBerry portion of
the Service through Customer agree to the applicable RIM License(s) as
may be required by RIM.
ii. Customer shall be solely responsible for the selection,
implementation, and performance of any third party equipment, software
and telecommunication equipment and services (including, without
limitation, Internet email connectivity) used in connection with the
BlackBerry portion of the Service. Customer shall be responsible for
insuring that the computer equipment and email system used by Customer
in connection with the BlackBerry portion of the Service meets USCC's
and RIM's minimum standards for interoperability including, without
limitation, those with respect to memory requirements, processing speed,
the choice of email server and client software, and the use of dedicated
Internet access for accessing Internet email.
(d) USCC may impose usage or service limits, suspend service or block
certain categories of transmissions in its sole discretion to protect its
customers or its business. Customer may not use the service for any
unlawful, improper, harassing or abusive purpose or in such a way that
interferes with USCC's network, business operations, employees or
customers.
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3. Customer Support.
USCC shall provide Customer with a major account support team and
customer support as set forth in Exhibit C.
4. RATES AND CHARGES.
(a) Customer shall pay for Service at the rates set forth in Exhibit D.
Customer shall also pay applicable additional fees and charges including,
without limitation, regulatory cost recovery charges (e.g., Universal
Service Fund, Enhanced 911, and Wireless Number Portability),
surcharges, and taxes. Customer acknowledges that such additional fees
and charges are subject to change without prior notice.
(b) With respect to the BlackBerry portion of the Service, if any,
Customer shall pay the rates set forth in the attached Exhibit E.
(c) USCC reserves the right to pass through to Customer with prior
written notice any increased cost imposed on USCC by RIM with respect
to Customer's usage of the BlackBerry portion of the Service. Customer
agrees to pay any such cost passed through by USCC.
(d) If Customer desires to purchase any services offered by USCC for
which rates are not set forth in Exhibit D or Exhibit E, then upon request
from Customer, USCC shall provide to Customer a written offer setting
forth the applicable rates and charges therefor. If Customer accepts such
offered rates and charges, USCC shall provide such services which shall
thereafter be deemed to be part of the Service.
5. EQUIPMENT.
(a) USCC shall sell wireless handset Equipment to Customer at the
prices set forth in Exhibit F for each Eligible Upgrade and for each new
line of Service activated by Customer. An `Eligible Upgrade" shall mean
Customer's first upgrade of wireless handset Equipment for a line of
Service after completing 18 months of Service on such line. Except for
Eligible Upgrades and new activations, all other purchases or upgrades of
wireless handset Equipment shall be at full retail price.
(b) At Customer's option, Customer may change the Service rate plan
for any of its then -existing Equipment to any other Service rate plan set
forth on Exhibit D, provided that such Equipment is compatible with the
chosen Service rate plan.
(c) USCC shall sell RIM wireless handset Equipment to Customer at
the prices set forth in Exhibit G hereto.
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6. BILLING AND PAYMENT.
USCC shall bill Customer on a monthly basis for all amounts due
hereunder. Billing for some calls made/received by Customer outside
of Customer's Home Market may occur after the close of the regular
billing cycle. Typically this occurs when Customer makes/receives
calls late in the billing cycle outside of the Home Market such as when
Customer is roaming on another carrier's network or is
making/receiving calls on a USCC network other than the Home
Market. When this occurs, the minutes used, and associated charges,
will be applied against Customers monthly calling plan in the month
that the usage appears on the bill rather than the month the calls
actually occurred. USCC may charge a late fee of 18% per annum for
any amount not paid when due. Except where prohibited by law,
Customer agrees to reimburse USCC for all costs (including, without
limitation, reasonable attorneys' fees, collection fees and similar expenses)
incurred by USCC in connection with the collection of amounts due from
Customer hereunder.
7. COVERAGE.
Customer acknowledges that Service may be interrupted or unavailable
due to atmospheric or topographical conditions, governmental regulations
or orders, or system capacity limitations. Representations of coverage by
USCC or its agents are not guarantees. Customer also acknowledges that
the B1ackBerry portion of the Service may be interrupted or unavailable
due to the failure of third party suppliers or the termination of one of more
third party supplier relationships including, without limitation, that with
RIM
8. TERM AND TERMINATION.
(a) Term. Unless terminated earlier as provided herein, the initial
term of this Agreement shall commence as of the Effective Date and shall
expire two years thereafter (the "Initial Term"). The term of this
Agreement shall renew thereafter for successive thirty -day terms (each a
"Renewal Term") unless either party notifies the other party in writing of
its intent not to renew this Agreement, and such notice is provided at least
thirty days prior to the expiration of the Initial Term or the then -current
Renewal Term, as the case may be.
(b) Termination. Either party (the "Nondefaulting Party") may
terminate this Agreement if the other party (the "Defaulting Party"): (i) is
or becomes insolvent; (ii) makes an assignment for the benefit of creditors,
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or a receiver is appointed to take charge of all or any part of the Defaulting
Party's assets or business; (iii) is the subject of a bankruptcy, whether
voluntary or involuntary; or (iv) materially breaches any of its obligations
under this Agreement, and such breach is not cured within ten days after
the Nondefaulting Party notifies the Defaulting Party in writing of such
breach. USCC may immediately terminate the BlackBerry portion of the
Service (x) if USCC is prevented from providing such portion of the
Service by any law, regulation, requirement or ruling issued in any form
whatsoever by judicial or other government authority, (y) upon
termination of any third party relationship that affects such portion of the
Service including, without limitation, termination of USCC's relationship
with RIM, or (z) if Customer fails to comply with any applicable RIM
License.
(c) Early Termination Fees. If this Agreement or any line of Service
is terminated during the Initial Term for any reason other than USCC's
material breach of this Agreement or for reasons set forth in Section
7(b)(x) or Section 7(b)(y) above, Customer will be assessed an early
termination fee of $150.00 per terminated line of Service. Starting in the
5th month after the line of Service is activated, the ETF will be reduced by
$7.50/month (24 month Initial Term) or $18.50/month (12 month Initial
Term).
(d) Consequences of Termination. Upon termination or expiration
of this Agreement: (i) Customer shall pay all amounts due hereunder to
USCC; (ii) USCC shall cease to provide Service hereunder; and
(iii) Sections 7 and 9 through 19, as well as any other provision that
should naturally extend beyond the termination or expiration of this
Agreement, shall survive such expiration or termination of this Agreement
for any reason.
9. THEFT.
If any Equipment is lost, stolen or otherwise absent from Customer's
possession and control, Customer is responsible for all charges until
Customer reports the loss, theft, or other occurrence to USCC. USCC
may require Customer to provide USCC with a police report or sworn
statement verifying the loss or theft before waiving any charges. No such
report shall be deemed to be a notice of termination of this Agreement.
10. ARBITRATION.
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE RESOLVED BY BINDING
ARBITRATION AT THE REQUEST OF EITHER PARTY PURSUANT
TO THE WIRELESS INDUSTRY ARBITRATION RULES AS
MODIFIED BY THIS AGREEMENT AND AS ADMINISTERED BY
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THE AMERICAN ARBITRATION ASSOCIATION ("AAA"). THE
AMERICAN ARBITRATION ASSOCIATION SHALL ADMINISTER
THE ARBITRATION AND JUDGMENT ON THE AWARD
RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY
COURT HAVING JURISDICTION. BOTH PARTIES
ACKNOWLEDGE THAT THIS AGREEMENT IS A TRANSACTION
INVOLVING INTERSTATE COMMERCE, AND IS THEREFORE
GOVERNED BY THE FEDERAL ARBITRATION ACT. BY
AGREEING TO ARBITRATION, BOTH PARTIES ARE WAIVING
THEIR RIGHT TO LITIGATE IN COURT INCLUDING ANY RIGHT
TO A JURY TRIAL. UNLESS USCC AND CUSTOMER OTHERWISE
MUTUALLY AGREE, ALL HEARINGS UNDER SUCH
ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF YOUR
BILLING ADDRESS. AT YOUR OPTION, YOU MAY BRING AN
ACTION AGAINST US IN SMALL CLAIMS COURT,
NOTWITHSTANDING THIS AGREEMENT. THE PARTIES AGREE
THAT ALL CLAIMS, WHETHER IN ARBITRATION OR IN SMALL
CLAIMS COURT, SHALL BE TREATED INDIVIDUALLY AND
THERE SHALL BE NO CONSOLIDATION OF CLAIMS, CLASS
ACTIONS, REPRESENTATIVE ACTIONS OR PRIVATE ATTORNEY
GENERAL ACTIONS. THIS PROVISION REQUIRING INDIVIDUAL
TREATMENT OF ALL CLAIMS IS NOT SEVERABLE AND SHOULD
THIS PROVISION BE DEEMED UNENFORCEABLE AT ANY TIME
BY ANY ARBITRATOR OR BY ANY COURT OF COMPETENT
JURISDICTION, THIS ARBITRATION CLAUSE SHALL BE NULL
AND VOID IN ITS ENTIRETY. THIS ARBITRATION AGREEMENT
SURVIVES THE TERMINATION OF THIS SERVICE AGREEMENT.
FOR ADDITIONAL INFORMATION ON COMMENCING
ARBITRATION AND HOW THE ARBITRATION PROCESS WORKS,
YOU MAY CALL THE AMERICAN ARBITRATION ASSOCIATION
AT 800-778-7879 OR VISIT THEIR WEBSITE AT WWW.ADR.ORG.
11. CERTIFICATE OF AUTHORITY.
If Customer is a person, firm, or organization other than the individual
user of the Service, the individual agreeing to this Agreement on behalf of
such Customer hereby certifies having authority to agree on behalf of
Customer.
12. LINIITS OF LIABILITY.
USCC'S LIABILITY REGARDING CUSTOMER'S USE OF THE
SERVICES OR RELATED EQUIPMENT, OR THE FAILURE OF OR
INABILITY TO USE THE SERVICE OR EQUIPMENT, IS LIMITED
TO THE CHARGES CUSTOMER INCURS FOR THE APPLICABLE
SERVICE OR EQUIPMENT DURING THE AFFECTED PERIOD.
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THIS MEANS USCC IS NOT LIABLE FOR ANY INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS OR LOST BUSINESS
OPPORTUNITIES), PUNITIVE OR EXEMPLARY DAMAGES, OR
ATTORNEYS' FEES.
13. DISCLAIMER OF WARRANTIES.
USCC MAKES NO WARRANTY REGARDING THE SERVICES,
EQUIPMENT OR SOFTWARE AND DISCLAIMS ANY IMPLIED
WARRANTY, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY, INFRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE. USCC IS NOT RESPONSIBLE FOR
CIRCUMSTANCES BEYOND ITS CONTROL, INCLUDING
WITHOUT LIMITATION, ACTS OR OMISSIONS OF OTHERS,
ATMOSPHERIC CONDITIONS, OR ACTS OF GOD. USCC DOES
NOT MANUFACTURE EQUIPMENT OR SOFTWARE, AND
CUSTOMER'S ONLY WARRANTIES AND REPRESENTATIONS
WITH RESPECT TO EQUIPMENT OR SOFTWARE ARE THOSE
PROVIDED BY THE MANUFACTURER (WITH RESPECT TO
WHICH USCC HAS NO LIABILITY WHATSOEVER). USCC SHALL
HAVE NO LIABILITY TO CUSTOMER OR ANY END USER FOR
ANY PORTION OF THE SERVICE PROVIDED BY RIM, ITSELF OR
THROUGH OR IN CONJUNCTION WITH USCC, OR FOR THE
ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF
ANY SUCH SERVICE. USCC SHALL HAVE NO LIABILITY TO
CUSTOMER OR ANY END USER FOR ANY INTELLECTUAL
PROPERTY INFRINGEMENT OR MISAPPROPRIATION WITH
RESPECT TO ANY ELEMENT OF THE BLACKBERRY PORTION
OF THE SERVICE PROVIDED BY ANY THIRD PARTY
INCLUDING, WITHOUT LIMITATION, BY RIM, THROUGH OR IN
CONJUNCTION WITH USCC. IN ADDITION, WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, USCC SPECIFICALLY
DISCLAIMS THE SUITABILITY OF THE SERVICE FOR USE IN
MISSION CRITICAL APPLICATIONS OR IN HAZARDOUS
ENVIRONMENTS REQUIRING FAIL SAFE CONTROLS,
INCLUDING WITHOUT LIMITATION, OPERATION OF NUCLEAR
FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION
SYSTEMS, AIR TRAFFIC CONTROL AND LIFE SUPPORT OR
WEAPONS SYSTEMS.
14. ASSIGNMENT.
Neither party shall have the right to assign or transfer its rights or
obligations pursuant to this Agreement without the prior written consent
of the other party. Notwithstanding the foregoing, either party may
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assign or transfer this Agreement to a successor as a result of a merger,
consolidation, acquisition, reorganization or sale of all or substantially
all of such party's assets without the prior consent of the other party. No
such assignment or transfer shall have the effect of increasing the
obligations of either party under this Agreement. The terms and
conditions of this Agreement will inure to the benefit of, and shall be
binding upon, each party's successors and permitted assigns.
15. ENTIRE AGREEMENT AND AMENDMENT.
This Agreement is the entire agreement between Customer and USCC.
This Agreement supersedes any inconsistent or additional promises made
to Customer by any employee or agent of USCC, including but not limited
to any customer service agreement between USCC and any affiliate or
subsidiary, of Customer. Except as otherwise provided herein, this
Agreement may not be modified or amended or any rights of a party to it
waived except in a writing signed by duly authorized representatives of
the parties hereto.
16. GOVERNING LAW.
This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Illinois. In the event of any
conflict between this Agreement and the applicable laws or tariffs of any
local, state or federal body, such laws or tariffs shall control to the extent
applicable. All Exhibits to this Agreement are hereby incorporated into
and made a part of this Agreement.
17. NO WAIVER; SEVERABILITY.
USCC's failure to enforce any right or remedy available under this
Agreement is not a waiver. If any part of this Agreement is held invalid or
unenforceable, the remainder of this Agreement will remain in force.
18. NOTICE.
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed given when either personally served or
after 3 business day if mailed by certified, registered mail, return receipt
requested, or after 1 business day if delivered by a reputable overnight
delivery service, or by facsimile transmission to:
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USCC:
Attn: Mark Armour
4201 River Center Ct NE
Cedar Rapids, IA 52402
With a copy to:
United States Cellular Corporation
Attn: Legal and Regulatory Affairs
8410 West Bryn Mawr
Chicago, IL 60631
FAX #: (773)864-3133
and to:
Stephen P. Fitzell, Esq.
Sidley Austin LLP
One S. Dearborn Street
Chicago, IL 60603
FAX #: (312)853-7036
Customer:
Attn: Suzy Schares
715 Mulberry Street
Waterloo, IA 50703
If either party changes its address during the Term, it shall so advise the
other party in writing, and all notices thereafter required to be given shall
be sent to such new address.
19. COMPLIANCE WITH LAW.
Each party shall comply with all applicable laws, rules and regulations in
its performance hereunder.
20. PUBLICITY AND ADVERTISING.
Neither party shall, without the prior written consent of the other party: (i)
use any name, trade name, trademark, service mark or symbol of the other
party in advertising, publicity or otherwise, or (ii) represent, directly or
indirectly, that any Service or Equipment provided by such party has been
approved or endorsed by the other.
21. IN BUILDING REPEATER SYSTEMS.
Customer acknowledges that, pursuant to Section 22.383 of the FCC's
Rules (47 C.F.R. Section 22.383), only FCC licensees are authorized to
install and operate any "in building radiation systems" or "in building
repeater systems" as defined in Section 22.99 of the FCC's Rules (47
C.F.R. Section 22.99) and that the installation and operation of any such
system can take place only with USCC's consent and under its supervision
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and control. During the term of this Agreement, Customer shall not install
on its premises any such system without USCC's prior written consent.
22. AFFILIATES AND SUBSIDIARIES.
Upon request by Customer and subject to USCC's written approval, which
may be withheld in its sole discretion, Customer's affiliates and
subsidiaries may purchase Service or Equipment from USCC pursuant to
the terms and conditions of this Agreement. Customer shall guarantee the
performance of its approved affiliates and subsidiaries obligations under
this Agreement.
23. CREDIT INFORMATION.
Customer authorizes business references or consumer and credit agencies
to furnish USCC with credit records, ratings, and history.
24. CONFIDENTIALITY.
(a) Confidential Information. "Confidential Information" means
with respect to a party hereto, this Agreement, together with all business
or technical information or materials of such party provided hereunder.
Confidential Information shall not include information or material that the
receiving party demonstrates: (i) was known to the receiving party prior to
the Effective Date free of any obligation of nondisclosure; (ii) was in the
public domain prior to the date received by a receiving party hereunder or
which subsequently came into the public domain through no fault of the
receiving party; (iii) was lawfully received by the receiving party from a
third party free of any obligation of nondisclosure; or (iv) was
independently developed by the receiving party, employees, consultants or
agents without reference to any Confidential Information of the disclosing
ply
(b)
Maintaining Confidentiality.
The parties shall:
(i) hold all Confidential Information in strict confidence and not
disclose it to others or use it any way except in performing the
receiving party's obligations under this Agreement; and
(ii) take all action reasonably necessary to protect the
confidentiality of the Confidential Information including, without
limitation, implementing and enforcing operating procedures to
minimize the possibility of unauthorized use or copying of the
Confidential Information.
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(c) Ownership and Return of Confidential Information. Confidential
Information furnished to the receiving party by the disclosing party will be
and shall remain solely the property of the disclosing party. The receiving
party agrees to return all Confidential Information and any materials or
other property provided by the disclosing party promptly, at the disclosing
party's request or upon termination of this Agreement, whichever occurs
first. The receiving party agrees not to retain any Confidential
Information of the disclosing party or reproductions thereof, or other such
property or materials, after such request or termination.
(d) Required Disclosures. Notwithstanding the foregoing, the receiving
party may disclose the disclosing party's Confidential Information to the
extent that the receiving party is required by any subpoena or other lawful
process.
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1N WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
UNITED STATES CELLULAR
CORPORATION
By:
City of Waterloo, IA
By:
Name: Q \e rie &,11161+ Name :j L:2 \ S C
Title:g fed tN 19 h (ip o/L Title: CL- Ik
SIGNATURE PAGE
TO
BUSINESS CUSTOMER SERVICE AGREEMENT
BY AND BETWEEN
UNITED STATES CELLULAR CORPORATION
AND
CITY OFWATERLOO, IA
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EXHIBIT A
CURRENT COVERAGE MAP
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EXHIBIT B
U.S. Cellular Wireless Data (powered by BREWT ') End User License Agreement
1. Limited License. The developer of the Application ("Developer") hereby
grants to you a non-exclusive limited license to install the object code version of the
Application on one wireless communication device and to use the Application on such
device. All rights not expressly granted are reserved by the Developer. The term
"Application" includes any software that is provided to you at the same time the
Application is provided to you, or that is used in connection with the Application.
2. Restrictions. You agree not to reproduce, modify or distribute the
Application or other software included in your wireless device ("Other Software").
Subject to applicable law, you agree not to decompile or reverse engineer the Application
or the Other Software. You agree not to (i) remove any copyright or other proprietary
notice from the Application or the Other Software, or (ii) sublicense or transfer the
Application or the Other Software to a third party.
3. Ownership. You agree that the Developer and its licensors retain all right,
title and interest in and to the Application and all copies of the Application, including all
copyrights therein. You agree to erase an Application from your wireless device upon
receipt of notice.
4. Termination. This Agreement shall terminate immediately, without
notice, if you fail to comply with any material term of this Agreement. Upon termination
you agree to immediately erase the Application from your wireless device.
5. Disclaimer of Warranty. THE APPLICATION IS LICENSED TO YOU
"AS IS." DEVELOPER AND ITS LICENSORS DISCLAIM ANY AND ALL
WARRANTIES REGARDING THE APPLICATION, WHETHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF NON -INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. DEVELOPER DOES NOT
WARRANT THAT THE OPERATION OF THE APPLICATION WILL BE
UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY OR MAY BE LIMITED.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, IN NO EVENT SHALL THE DEVELOPER OR ITS
LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL
OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE
APPLICATION (INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST
PROFITS), EVEN IF THE DEVELOPER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, IN NO EVENT WILL THE DEVELOPER'S LIABILITY
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FOR ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, EXCEED THE FEE
PAID BY YOU. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR
MAY BE LIMITED.
7. Export. The Application is subject to the export control laws and
regulations of the United States and other jurisdictions. You agree to comply with all
such laws and regulations.
8. Government. If you are or are acting on behalf of an agency or
instrumentality of the United States Government, the Application is "commercial
computer software" developed exclusively at private expense. Pursuant to FAR 12.212
or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure
of the Application is governed by the terms of this Agreement.
9. Miscellaneous. This Agreement is governed by the laws of the State of
California, USA, without regard to California's conflict of law principles. The United
Nations Convention on Contracts for the Sale of International Goods does not apply to
this Agreement. If any provision hereof is held illegal, invalid or unenforceable, in whole
or in part, such provision shall be modified to the minimum extent necessary to make it
legal, valid and enforceable, and the legality, validity and enforceability of all other
provisions of this Agreement shall not be affected thereby. This Agreement constitutes
the entire agreement between you and the Developer regarding its subject matter and
supersedes any prior agreement, whether written or oral, relating to the subject matter of
this Agreement. No modification or alteration of this Agreement will be valid except in
writing signed by you and the Developer.
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EXHIBIT C
CUSTOMER SUPPORT
Dedicated Local Business Account Executive:
U.S. Cellular provides a Major Account Executive to business and government
accounts for personal and local sales representation. These representatives
work closely with customers to understand their business needs and offer
services and rate plans specifically suited to those needs.
Mark Armour
319-551-5000
mark.armour@uscellular.com
Dedicated Local Sales Support Specialist: U.S. Cellular will provide a local
Sales Support Specialist to assist your business account by facilitating phone
training for new users, fulfilling orders, delivering or shipping equipment,
answering questions regarding products and services, and other field support.
Molly Carlson
319-721-9780
molly.carlson@uscellular.com
Business to Business Billing Support:
City of Waterloo will also have access to Customer Service and Billing Support
@ 1-800-819-9373.
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EXHIBIT D
RATES
U.S. Cellular® proposes the following:
Wide Area Bus Com 700 for $31.991 Bine per month (2O%
Discount off normal $39.99)
• 48,300 Anytime Minutes: 69 lines x 700 minutes = 48,300 pooled
anytime minutes
• Free Incoming Calls
• Free Mobile -to -Mobile calls
• Nationwide Long distance
• Caller ID
• Voicemail
• Detailed Billing
• Call Waiting
• Call Forwarding
• 3 -way calling
*****2 Free Months upon signing!! $4,414.62 value!!*****
U.S. ellular Mobile Messaging PacCticgt;9ss
Monthly Fee
Included Outgoing
Messages
Included Incoming
Messages
Each Additional
Outgoing Message
None
0
Unlimited
25¢
$4.95
250
Unlimited
25¢
$9.95
750
Unlimited
25¢
$14.95
Unlimited
Unlimited
NA
(e-mail address) *
NIA
Unlimited
25¢
E-mail address allows the end user to receive e-mail messages and web alerts on -
the cell phone. This feature may be added to any Mobile Messaging package. (i.e.
8005551212@email. uscc. net)
USCC shall measure and bill Service usage in one -minute increments, and each partial
minute of usage will be rounded up and billed as a full minute. USCC may bill Customer
for calls that are not completed but ring longer than 59 seconds. For completed calls,
Customer will be billed from the time Customer pushes the "send" button until the call is
terminated.
"Application Charges" means the charges incurred for all monthly subscription fees and
"per use" fees for data applications.
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"Data Network Usage Charges" means the charges for transferring data (e.g.,
downloading applications, accessing the Internet, etc.) rendered in units of kilobytes or
megabytes. Each partial kilobyte of data transferred will be rounded up and billed as a
full kilobyte.
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EXHIBIT E
EQUIPMENT
Equipment m Handset Pricing
City of Waterloo will receive discounted equipment pricing that U.S. Cellular® will offer with a two-
year service contract. The discounted pricing listed below applies to all new activations and
eligible equipment upgrades.**
U.S. Cellular® phone handset and pricing offer:
These handsets include a color screen, battery, wall charger and ear bud.
U.S. Cellular reserves the right to substitute comparable models due to manufacturer's
availability.
**Lines of service on which the phone handset was purchased at least 18 months previously are
eligible for upgrade at the discounted prices listed above.
LG UX 220 for $0.01
BCSA 01/09 - 19 -
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Phone Repairs, Loaners, Insurance
Your phone is an important tool for your business. Rely on U.S. Cellular to get you and
your employees back to business
Take your phone to any U.S. Cellular store or Authorized Agent or contact your
Business Account Executive for assistance with a repair question.
How Does It Work?
U.S. Cellular provides multiple phone repair and loaner options, so that you
can get back to business.
New Phone Replacement
If your phone malfunctions within the first 30 days of ownership, we'll provide you
with a new one --at no charge.
Loaner Phones
Provided free of charge to our customers for the duration of the repair (available
at most U.S. Cellular stores and at some Authorized Agent locations).
For your convenience, bring your phone to a U.S. Cellular Authorized Repair
Center. Our Service Technicians will fix it onsite, or send to an outside repair
center if necessary.
Manufacturer's Warranty
Phones that are covered by a manufacturer's warranty policy will be repaired at
no charge to the customer (for repair labor and service parts). Normally, the
manufacturer will cover the cost of repairing a defective handset (parts & labor)
that has been purchased within the last 12 months that does not show evidence
of customer damage (e.g., physical abuse, liquid damage, etc.). Refer to your
owner's manual for specific warranty details. Note: if the date code on the
handset indicates that the unit is more than 12 months old, a valid proof of
purchase, proving that the handset was purchased within the last 12 months, is
required.
U.S. Cellular National Repair Center
If your phone cannot be repaired onsite or falls outside of the manufacturer's
warranty, we'll send your phone to U.S. Cellular's National Repair Center.
Charges may apply.
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