HomeMy WebLinkAboutUS Cellular - two year contract w/option-6/20/2016DocuSign Envelope ID: E76F86D4-6CA4-4896-8F6D-B7C2BC5D78D9
Business
U.S0(CeThLjk
Business Customer Service Agreement prepared for:
BCSA 12/2015-1
City of Waterloo, Iowa
Submitted by:
Jennifer Hilleshiem
319-404-6625
Jennifer.hilleshiem@uscellular.com
CONFIDENTIAL
-1-
DocuSign Envelope ID: E76F86D4-6CA4-4896-8F6D-B7C2BC5D78D9
BUSINESS CUSTOMER SERVICE AGREEMENT
THIS BUSINESS CUSTOMER SERVICE AGREEMENT (this
"Agreement"), dated July 1st, 2016 (the "Effective Date"), is by and between USCC
Services, LLC 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.
WHEREAS, City of Waterloo desires to purchase wireless telecommunication
services and equipment from USCC; and
WHEREAS, USCC is willing to provide City of Waterloo 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, data, and other similar
devices and ancillary devices or accessories purchased by City of
Waterloo from USCC, otherwise provided to City of Waterloo by
USCC for use in connection with Service, or approved in writing by
USCC for use in connection with Service(s).
(b) "Home Market" means the market in which the USCC switch to
which your account is assigned at the time your service is established
("Home Market').
(c)
"Service(s)" means each and every wireless service (including,
without limitation, telecommunication, voice, and data services) that
USCC provides directly or indirectly to City of Waterloo
2. PROVISION OF SERVICE.
(a) USCC shall provide and City of Waterloo shall purchase Service
and Equipment pursuant to the terms and conditions set forth in
this Agreement. This Agreement shall govern and control the
provision of Service and any purchase of Equipment or other
transaction.
(b) 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 City of
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Waterloo use only. City of Waterloo may not resell Service to third
parties.
(c) At least 50% of City of Waterloo monthly voice usage on each
piece of Equipment must be used in USCC's licensed markets. No more
than 400 MB of City of Waterloo data usage in any month on each piece
of Equipment may be used in USCC's non -licensed markets.
(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. City of Waterloo 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.
(e) Machine to Machine Services ("M2M"). M2M shall refer to
Services where data is transmitted over USCC's network between devices
(including wireless devices, modems, computer servers, or other
machines) with limited to no manual administration, supervision, or
intervention. If City of Waterloo utilizes M2M Services, the requirements
for use of such Services including rates, equipment, and other terms and
conditions, shall be set forth in Exhibit B attached hereto and made a part
hereof, and M2M Services shall also be governed by this Agreement along
with any applicable third party terms and conditions. M2M Services may
require 3` party Equipment, 3`d party services such as software -as -a -
service ("SAAS"), and/or the acceptance of third party end-user license
agreements by City of Waterloo USCC makes no warranties,
representations, or other statements regarding such third party Equipment,
agreements, or services and City of Waterloo agrees that it may only use
such 3rd party Equipment or services that are approved by USCC for use
on its network. M2M lines are data only lines for use with M2M
equipment approved by USCC only. USCC may prohibit standard
wireless devices and equipment from being activated on M2M lines.
(f) Wireless Priority Service. USCC is under contract with
Computer Sciences Corporation ("CSC"), the Federal Government's
Priority Telecommunications Services contractor, to provide call data for a
user's Wireless Priority Service ("WPS") calls and Government
Emergency Telecommunications Service ("GETS") calls to CSC and the
Department of Homeland Security Office of Emergency Communications
for the purpose of evaluating service performance and protecting against
fraudulent or unlawful use. If and when City of Waterloo uses WPS or
GETS, City of Waterloo consents to USCC providing City of Waterloo's
call data for WPS or GETS calls, as applicable, to these parties and for this
purpose.
(g) BlackBerry® Services. If City of Waterloo utilizes
BlackBerry Service and Equipment, that use shall be governed by this
Agreement and the applicable Blackberry License(s). For purposes of this
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Agreement, "Blackberry License(s)" means the then current standard
software license(s), in whatever form or medium provided by BlackBerry
Limited. The current BlackBeiry License(s) can be found at
www.blackberry.com/legal.
(h) Additional individual Services offered by USCC are subject to
specific terms and conditions. Those terms and conditions are included in
the specific brochure or material for that specific Service and are
incorporated herein and made a part of this Agreement.
3. CUSTOMER SUPPORT.
USCC will provide City of Waterloo with customer support, which may
include a major account support team, as set forth in Exhibit C.
4. RATES AND CHARGES.
(a) City of Waterloo shall pay for Service at the rates set forth in
Exhibit B or Exhibit D as the case may be. City of Waterloo shall also
pay applicable additional fees and charges including, without limitation,
regulatory cost recovery charges ke.g., Universal Service Fund, Enhanced
911, and Wireless Number Portability), surcharges, and taxes. City of
Waterloo acknowledges that such additional fees and charges are subject
to change without prior notice. USCC will measure and bill voice 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 City of Waterloo
for calls that are not completed but ring longer than 59 seconds. For
completed calls, City of Waterloo will be billed from the time City of
Waterloo pushes the "send" button until the call is terminated.
(b) The business address (not the billing address if different) will be
deemed to be the primary place of use of Service for all Equipment for the
purposes of calculating certain taxes, surcharges and fees. City of
Waterloo agrees to inform USCC of any changes to the business address.
That business address must always be within USCC's licensed markets.
(c) If City of Waterloo desires to purchase any services offered by
USCC for which rates are not set forth in Exhibit B or Exhibit D, then
upon request from City of Waterloo, USCC may provide to City of
Waterloo a written offer setting forth the applicable rates and charges
therefor. If City of Waterloo accepts such offered rates and charges,
USCC shall provide such services which shall thereafter be deemed to be
part of the Service.
5. EOUIPMENT.
(a) USCC will sell Equipment to City of Waterloo at the prices set
forth in Exhibit B or Exhibit E if any, as the case may be, for each new
line of Service activated by City of Waterloo and each Eligible Upgrade.
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An "Eligible Upgrade" means City of Waterloo's first upgrade of wireless
handset Equipment for a line of Service after completing 24 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) Certain Equipment may be purchased utilizing installment plan
pricing. Equipment eligible for installment plan pricing and the applicable
pricing is set forth in Exhibit E. City of Waterloo will be required to
execute a separate Retail Installment Contract for Equipment purchases
made with installment plan pricing.
(c) At City of Waterloo's option, City of Waterloo may change the
Service rate plan for any of its then -existing Equipment to any other
Service rate plan set forth on Exhibit B or Exhibit D, provided that such
Equipment is compatible with the chosen Service rate plan.
(d) For M2M, City of Waterloo may only utilize Equipment sold by or
otherwise provided by USCC, or in the case of Equipment that is obtained
directly from a 3`d party only Equipment that is approved by USCC for
use on its network. USCC reserves the right to revoke any previous
approval for Equipment and to refuse to provide Service(s) for any City of
Waterloo owned Equipment at any time and for any reason in its sole
discretion.
6. BILLING AND PAYMENT.
(a) USCC shall bill City of Waterloo on a monthly basis for all
amounts due hereunder. Billing for some calls made/received by City of
Waterloo outside of City of Waterloo's Home Market may occur after the
close of the regular billing cycle. Typically this occurs when City of
Waterloo makes/receives calls late in the billing cycle outside of the Home
Market such as when City of Waterloo 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 City of Waterloos monthly calling plan in
the month that the usage appears on the bill rather than the month the calls
actually occurred.
(b) USCC may charge a late fee of 18% per annum for any amount not
paid when due. Except where prohibited by law, USCC may charge a
processing fee of up to $5.00 on any credit balance due upon termination
of Service for any reason. City of Waterloo agrees that it may be charged a
collection fee if the account is referred to a third party agency for
collection. The collection fee will be assessed up to the maximum amount
permitted by applicable law. City of Waterloo 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 City of Waterloo hereunder.
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7. COVERAGE.
City of Waterloo 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. City of Waterloo also
acknowledges that the BlackBerry portion of the Service or M2M Services
may be interrupted or unavailable due to the failure of third party suppliers
or the termination of one of more third party supplier relationships.
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,
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 BlacicBerry portion of the
Service (A) 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, (B) upon
termination of any third party relationship that affects such portion of the
Service including, without limitation, termination of USCC's relationship
with BlackBerry, or (C) if City of Waterloo fails to comply with any
applicable BlackBerry License. Additionally, USCC may terminate this
Agreement at any time if we cease to provide Service in your Home
Market. City of Waterloo may terminate service upon written notice to
USCC (effective immediately unless a different Termination Date is
indicated) and payment of any applicable Early Termination Fees as set
forth herein. City of Waterloo's request to port any number will be
considered notice to USCC to terminate Service immediately and City of
Waterloo will be liable for all amounts due including any Early
Termination Fees. Monthly recurring Services and applicable charges for
those monthly recurring Services shall be prorated to coincide with the
termination date and depending on the amount of Service that you have
used during the month of termination, such a proration may result in you
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incurring overage charges. If this Agreement is terminated for any reason
during the Initial Term other than for a breach by USCC continuing
beyond any applicable cure period or due to USCC ceasing to provide
Service in your Home Market, you may be assessed an early termination
fee ("ETF").
(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
8(b)(A) or Section 8(b)(B) above, City of Waterloo will be subject to a
prorated early termination fee ("ETF") of $150.00 per terminated line of
Service for feature phones, modems, hotspot devices, and M2M lines
utilizing City of Waterloo owned Equipment and a $350.00 ETF per
terminated line of Service for smartphones, tablets, and M2M lines
utilizing Equipment purchased from USCC at a subsidized price.
Regardless of the start and end date of the Initial Term or any Renewal
Term of this Agreement, any ETF will be prorated over twenty-four
months from the date of initial activation of the Equipment on the
terminated line of Service in accordance with the following: an ETF of
$350.00 for a 24 month Initial Term will be reduced by $8.33 for each of
months 1 - 23, $8.41 for month 23, and further reduced to $0 after the last
day of month 24 ($150.00 remaining ETF applies during month 24); an
ETF of $150.00 for a 24 month Initial Tenn will be reduced by $3.13 for
each of months 1 - 23 and further reduced to $0 at the conclusion of month
24 ($75.00 remaining ETF applies during month 24); and ETF's of any
different amount or for a different Initial Term length will be specifically
set forth in pricing Exhibit E. Notwithstanding the foregoing and
excluding M2M lines, the aforementioned ETF's shall only apply to lines
of Service in which the City of Waterloo has purchased subsidized
Equipment. ETF's shall not apply to any line on Service in which the
Equipment was purchased pursuant to a Retail Installment Contract. For
M2M lines, City of Waterloo acknowledges that due to the costs of USCC
setting up the line for any Equipment, the previously mentioned ETF
amounts will apply whether the Equipment was purchased from USCC or
provided by City of Waterloo, and Exhibit B may state additional
requirements for termination of M2M lines.
(d) Consequences of Termination. Upon termination or expiration
of this Agreement: (i) City of Waterloo 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. AUTHORIZED USERS.
City of Waterloo may appoint one or more persons to manage City of
Waterloo's account ("Authorized Users"). These Authorized Users will
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be able to access and make changes to City of Waterloo's account,
including but not limited to; view information about the account, add
and/or terminate lines of Service, purchase equipment, extend and/or
renew the contract term, make payments on the account, etc. City of
Waterloo is responsible for any account changes made by the Authorized
Users.
10. THEFT.
If any Equipment is lost, stolen or otherwise absent from City of
Waterloo's possession and control, City of Waterloo is responsible for all
charges until City of Waterloo reports the loss, theft, or other occurrence
to USCC. USCC may require City of Waterloo 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.
11. 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 INDUS IRY ARBITRATION RULES AS
MODIFIED BY THIS AGREEMENT AND AS ADMINIS IERED BY
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
TIIEIR RIGHT TO LITIGATE IN COURT INCLUDING ANY RIGHT
TO A JURY TRIAL. UNLESS USCC AND CITY OF WATERLOO
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
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AND VOID IN ITS ENTIRETY. THIS ARBITRATION PROVISION
SURVIVES THE TERMINATION OF THIS 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.
12. CERTIFICATE OF AUTHORITY.
If City of Waterloo is a person, firm, or organization other than the
individual user of the Service, the individual agreeing to this Agreement
on behalf of such City of Waterloo hereby certifies having authority to
agree on behalf of City of Waterloo
13. LIMITS OF LIABILITY.
USCC'S LIABILITY REGARDING CITY OF WATERLOO'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 CITY OF WATERLOO INCURS FOR
THE APPLICABLE SERVICE OR EQUIPMENT DURING THE
AFFECTED PERIOD. 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 AFI ORNEYS' FEES.
14. 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 CITY
OF WATERLOO'S ONLY WARRANTIES AND REPRESENTATIONS
WITH RESPECT TO EQUIPMENT OR SOFTWARE ARE THOSE
PROVIDED BY THE MANUFACTURER (WITH RESPECT TO
WHICH USCC HAS NO LIABILTTY WHATSOEVER). USCC SHALL
HAVE NO LIABILITY TO CITY OF WATERLOO 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 CITY OF WATERLOO OR ANY END USER FOR
ANY INTELLECTUAL PROPERTY INFRINGEMENT OR
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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.
15. 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
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.
16. ENTIRE AGREEMENT AND AMENDMENT.
This Agreement is the entire agreement between City of Waterloo and
USCC. This Agreement supersedes any inconsistent or additional
promises made to City of Waterloo by any employee or agent of USCC,
including but not limited to any City of Waterloo service agreement
between USCC and any affiliate or subsidiary of City of Waterloo In the
event of a conflict or inconsistency between the terms of this Agreement
and any other referenced agreement or terms and conditions, the terms of
this Agreement shall govern and control. 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.
17. 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.
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18. 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.
19. 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:
USCC: City of Waterloo:
Attn: Mark Van Handel ATTN: City Clerk
4201 River Center Ct. NE 715 Mulberry St.
Cedar Rapids, IA. 52402 Waterloo, IA. 50703
With a copy to:
USCC Services, LLC
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
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.
20. COMPLIANCE WITH LAW.
Each party shall comply with all applicable laws, rules and regulations in
its performance hereunder.
21. 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
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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.
22. IN BUILDING REPEATER SYSTEMS.
City of Waterloo 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 and control. During the term of this Agreement, City of
Waterloo shall not install on its premises any such system without
USCC's prior written consent.
23. AFFILIATES AND SUBSIDIARIES.
Upon request by City of Waterloo and subject to USCC's written
approval, which may be withheld in its sole discretion, City of Waterloo'
affiliates and subsidiaries may purchase Service or Equipment from USCC
pursuant to the terms and conditions of this Agreement. City of Waterloo
shall guarantee the performance of its approved affiliates and subsidiaries
obligations under this Agreement.
24. CREDIT INFORMATION.
City of Waterloo authorizes business references or consumer and credit
agencies to furnish USCC with credit records, ratings, and history.
25. 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
party.
(b) Maintaining Confidentiality.
The parties shall:
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(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.
(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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EXHIBIT A
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BCSA 12/2015-1
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DocuSign Envelope ID: E76F86D4-6CA4-4896-8F6D-B7C2BC5D78D9
EXHIBIT B
M2M Services — Other solutions offered by US Cellular
M2M - MACHINE TO MACHINE
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DocuSign Envelope ID: E76F86D4-6CA4-4896-8F6D-B7C2BC5D78D9
EXHIBIT C
CUSTOMER SUPPORT
We support our business customers with specialized teams that include some of our most
experienced associates.
Account Team Contact Information:
Dedicated Local BAM:
The Business Account Manager (BAM) role will provide your account with personal
and local sales/service representation. These representatives work closely with business
customers to understand their business needs and to offer solutions specifically suited to
those needs. The Business Account Manager is also available to assist your account in
facilitating phone/live training for new users, fulfilling orders, delivering or shipping
equipment, answering questions regarding products and services and other field support.
Jennifer Hilleshiem
319-404-6625
Jennifer.hilleshiem@uscellular.com
Business Support Contact Information:
City of Waterloo will also have access to a specialized Business -to -Business Customer
Service and Billing Support Team.
Business Support: 1-800-819-9373
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DocuSign Envelope ID: E76F86D4-6CA4-4896-BF6D-B7C28C51378D9
EXHIBIT D
RATES
U.S. Cellular offers flexible options that have enabled us to customize a plan
that's just right for your business.
We've considered your usage, factored in what you use a lot of and what you use a
little of, and created plans we believe will give you the most value for your money.
Here's our recommendation for CITY OF WATERLOO: 114 lines of service.
Plan #1 — Shared Connect Data Plan —(no minimum line count)
Note: Air Cards/modems are no longer mailable. Hot spots have replaced the air cards.
Each additional GB over the included plan data = $15.00 per GB***
BCSA 12/2015-1 - 17 -
Rate Plan,
Plan Description
Discounts
Cost Per
Month
tt of Lines
77 TOTAL
150 GB Shared Data Plan (100 device max) —
Includes: Unlimited Nationwide minutes, Unlimited
messaging, Voicemail, Caller ID, Three-way calling,
Cali -forwarding, WPS, & tethering on smart phones.
30% off
$1,125
$787.50
15
Connection fees for feature (basic) phones
($20 X 15 phones)
$10 discount
per phone
$300.00
17
Connection fees for Smart phones
($35 each X 17 phones)
$5 discount
per phone
$595.00
26
iPads/tablets ($10 each X 26)
NA
$260.00
19
Connection fees for hot spots — ($20 each X 19)
NA
$380.00
Note: Air Cards/modems are no longer mailable. Hot spots have replaced the air cards.
Each additional GB over the included plan data = $15.00 per GB***
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DocuSign Envelope ID: E76F86D4-6CA4-4896-8F6D-B7C2BC5D78D9
Plan#2 - State of Iowa Local Pay as You Go Plan —
no minimum line count
Pay As You Go
Lines
37 Feature Phone
lines at $3.00
Monthly access fee
Voice Airtime at
$.05 cents per
minute
Description
Cost Per
Month
Local Plan: Voice Airtime
at $.05 cents per min,
Nation Wide Toll Free,
Local Coverage Iowa,
Roaming Airtime per min
at $.39 cents
Note: All 37 lines
suggested for this Plan
used/averaged under 20
minutes per month
NA
$111.00 per
month +
$0.05 per
minute
Additional
features available
on Pay AS You GO
Pian
Features: Incoming
messages Free,
Pay as you go messaging
at $0.25 each,
250 outgoing messages
at $4.95/month per line
750 Outgoing messages
at $9.95/month per line
Unlimited Messaging at
$19.95/month per line
NA
250 outgoing
messages at
$4.95/month per
line
750 Outgoing
messages at
$9.95/month per
line
Unlimited
Messaging at
$19.95/month
per line
Total. monthly
cost for all 1.1.4
lines of service
$2,433.50
***SPECIAL OFFER TO THE CITY OF WATERLOO***
$773.00 in credits to be used for accessories and/or credit toward
the first bill of this agreement.
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DocuSign Envelope ID: E76F86D4-6CA4-4896-8F6D-B7C2BC5D78D9
EXHIBIT E
EQUIPMENT
Above equipment pricing is for new or eligible lines of service
Note: The City of Waterloo will not be charged for activation fees to start
new lines of service or to activate new equipment on existing lines of service.
***All equipment has a one-year manufacturer warranty, as well as a 15
day excellence guarantee to return or exchange without penalty or
restocking fees***
BCSA 12/2015-1 - 19-
Equipment .. ° .
Equipment
Retail Price
Price with 2yr.
Service Agreement
Quantity
Description
TBD
iPhone 6 — 16GB
5549.00
$49.99 EACH
TBD
iPhone SE — 16GB
5399.00
50.01 EACH
TBD
LG Wine III (basic flip phone)
5234.00
50.01 EACH
TBD
ZTE Unite 3 Mobile Hot Spot
5169.99
50.01 EACH
TBD
IPAD PRO 9.7 — 32GB
$729.00
$479.00 EACH
TBD
ALL ACCESSORIES $99.95 or lower
$99.95 or less
25% DISCOUNT
Above equipment pricing is for new or eligible lines of service
Note: The City of Waterloo will not be charged for activation fees to start
new lines of service or to activate new equipment on existing lines of service.
***All equipment has a one-year manufacturer warranty, as well as a 15
day excellence guarantee to return or exchange without penalty or
restocking fees***
BCSA 12/2015-1 - 19-
DocuSign Envelope ID: E76F86D4-6CA4-4896-8F6D-B7C2BC5D78D9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
USCC SERVICES, LLC
LA7C7Dom:Signed by:
F8238C16437...
l/aun.(-ovid L
By:
Name: Mark VanHandel
Title: BASM
Date 5/31/2016
CITY OF WATERLOO
Name:
Suzy schares
Title: `
Date
SIGNATURE PAGE
TO
BUSINESS CUSTOMER SERVICE AGREEMENT
BY AND BETWEEN
USCC SERVICES, LLC
AND
CITY OF WATERLOO
BCSA 12/2015-1 - 20 -