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HomeMy WebLinkAboutContractCENTURYLINK® TOTAL ADVANTAGE® EXPRESS – AGREEMENT – Summary Page Op ID #: 58577205 PRIZone Page 1 of 3 © CenturyLink. All Rights Reserved. Contract Code: 490001 CONFIDENTIAL CGT R.v85.110118 This CenturyLink® Total Advantage® Express 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 RENTON (“Customer” or “You”). The name of the CenturyLink operating company providing Services to Customer is listed in the service-specific terms and conditions. CenturyLink may withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink on or before October 23, 2022 (“Cutoff Date”). Using CenturyLink’s electronic signature process for the Agreement is acceptable . 1. Services. CenturyLink provides Services under the terms of this CenturyLink Total Advantage Express Agreement and Summary Page including (a) the Terms and Conditions following the signature block, as more fully described in “Section I. General Terms and Conditions” of the Detailed Terms and Conditions (“DT&C”) at: http://www.centurylink.com/legal/DTC/v85.pdf, (b) the service-specific terms and conditions applicable to the Services in “Section II. Additional Service -Specific Terms and Conditions” of the DT&C, and (c) the supplemental terms and conditions (if any) for which links have been provided below the pricing table(s) in this Agreement or in a valid CenturyLink quote that references this Agreement (collectively the “Agreement.”) Provisions that are app licable 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. For an interim period of time until all work is completed to update the Service-specific provisions, various on-line offer provisions, Tariffs and other terms and conditions incorporated by attachment or reference into this Agreement, al l references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC. Bl an k st a tem en t The following Services are incorporated into the Agreement: --------------------------------------------------------------------------------------------------------------------------------------------------------- ISDN PRS, DSS 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 DT&C. See Exhibit 1 for ISDN PRS pricing Details --------------------------------------------------------------------------------------------------------------------------------------------------------- 2.Rates 2.1 Rate Changes. Rates apply only for the above Services and Service Address(es) and will not apply if Customer moves a Service Address or changes any of the Bundle or Service Details. The rates for Local Access Service and CPE Purchase may be subject to valid quote forms, which control if they conflict with the rates listed on this Summary Page, all of which are subject to change. 2.2 Additional Charges. Additional charges may apply. Rates and charges for Service elements not identified appear in the applicable terms and conditions. Rates do not include foreign, federal, state or local taxes, surcharges, fees, EAS, Zone, CALC, or other similar charges. 3. Term and Termination. 3.1 Term. This Agreement is effective on the date all parties have signed below (“Effective Date”) and continues until expiration of al l Orders placed under this Agreement. Service Terms begin on their Start of Service Date and automatically renew unless terminated by either party. The Start of Service Date, renewal periods and renewal period rates are described in the DT&C, Bundle or Package Provisions, Service Provisions, or in an applicable Tariff, RSS or ISS. 3.2 Termination. If Customer gives notice of cancellation or termination, disconnects any portion of a Service or breaches this Agreement resulting in the termination of a Service before the end of the applicable Service Term, Cancellation Charges will apply as set forth in the applicable terms and conditions. 4. Amendments. At CenturyLink’s sole discretion, the parties may amend the Agreement to add additional CenturyLink services. Except as otherwise expressly permitted in the Agreement, amendments must be in writing and signed by both parties’ authorized representatives.                   CAG-22-340 CENTURYLINK® TOTAL ADVANTAGE® EXPRESS – AGREEMENT – Summary Page Op ID #: 58577205 PRIZone Page 2 of 3 © CenturyLink. All Rights Reserved. Contract Code: 490001 CONFIDENTIAL CGT R.v85.110118 CENTURYLINK SALES SOLUTIONS, INC. CITY OF RENTON {{Sig2a_es_:signer2:signature }} {{Sig1a_es_:signer1:signature }} Authorized Signature Authorized Signature {{FName2a_es_:signer2:fullname }} {{Fname1a_es_:signer1:fullname }} Name Typed or Printed Name Typed or Printed {{Title2a_es_:signer2 }} {{Title1a_es_:signer1 }} Title Title {{Date2a_es_:signer2:isdate}} {{Date1a_es_:signer1:isdate}} Date Date Customer’s Address for Notices: 1055 S GRADY WAY, RENTON, WA 98057; Customer’s Facsimile Number: (425) 430-6498 Person Designated for Nitces: General Counsel                                  CENTURYLINK® TOTAL ADVANTAGE® EXPRESS – AGREEMENT – Summary Page Op ID #: 58577205 PRIZone Page 3 of 3 © CenturyLink. All Rights Reserved. Contract Code: 490001 CONFIDENTIAL CGT R.v85.110118 TERMS AND CONDITIONS 1. Additional Terms and Conditions. Customer understands that the DT&C and other provisions identified in this Agreement (“Other Provisions”) contain additional important terms and conditions that apply to the Services, including, among other things, con fidentiality obligations, disclaimer of warranties, indemnification, shortfall charges, minimum-service terms, early termination charges, and jury-trial and class-action waiver. 2. Payment. Customer must pay all charges within 30 days of the invoice date except for CenturyLink QC charges, which Customer must pay by the due date on the invoice. Charges not paid by their due date are subject to late payment charge of the lesser of 1.5% per month or the maximum rate allowed by law or required by Tariff. In addition to payment of charges for Services, Customer must also pa y CenturyLink any applicable 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. 3. Notices. (a) All notices must be in writing. Notices are deemed given if sent to the addressee specified for a party either (i) by registered or certified U.S. mail, return receipt requested, postage prepaid, three days after such mailing; or (ii) by national overnight courier service, next business day; or (iii) by facsimile when delivered if duplicate notice is also sent by regular U.S. Mail. (b) Service Notices. All Customer notices for Service disconnect and termination must be sent via e-mail to: CenturyLink, Attn.: BusinessDisconnects@centurylink.com , except that for Services purchased under the CPE Products & Services; Professional Services Section of the DT&C Customer notice must be provided to the customer care number specified on Customer’s invoice, and must co ntain the account name, account number, identification of the Service(s), and Service address(es). Such disconnect and termination is effective 30 days after CenturyLink’s receipt of the notice, unless a longer period is otherwise required by Service -specific Terms and Conditions below. Customer’s notice of non-renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: Norenew@centurylink.com . All Customer notices for other routine operational notices will be provided to its CenturyLink sales representative. Failure to provide disconnect, termination and non-renewal notices in accordance with the terms of this Agreement may result in continued charges, and CenturyLink will not credit charges for such noncompliance. (c) Legal Notice. All legal notices required to be given under the Agreement will be in writing and provided to CenturyLink at: 931 14 th Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dept., and to Customer as provided in the Agreement or in its absence, to Customer’s address reflected in CenturyLink's records Attn. General Counsel . 4. Credit Approval. Provision of Services is subject to CenturyLink’s credit approval of Customer. As part of the credit approval process, CenturyLink may require Customer to provide a deposit or other security. Additionally during the Term, if Customer’s financial circumstance or payment history becomes reasonably unacceptable to CenturyLink, CenturyLink may require adequate assurance of future payment as a condition of continuing CenturyLink’s provision of Services. Customer’s failure to provide adequate assur ances required by CenturyLink is a material breach of the Agreement. CenturyLink may provide Customer’s payment history or other billing/charge information to credit reporting agencies or industry clearinghouses. 5. 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. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, OR ANY ACT OR OMISSION OF THE CUSTOMER. 6. Limitations of Liability. The remedies and limitations of liability for 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 PRO FITS, 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 limited 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. (c) Personal Injury; Death; Property Damages. For claims arising out of personal injury or death to a party’s employee, or damage to a party’s real or personal property, that are caused by the other party’s negligence or willful misconduct in the performance 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 Agree ment, each party’s maximum liability will not exceed in the aggregate the total MRCs and usage charges paid by Customer to CenturyLink under 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 party’s indemnification obligations or Customer’s payment obligations under the Agreement. 7. Entire Agreement. This Agreement, including DT&C, Other Provisions, and any CenturyLink-accepted Order Forms constitute the entire agreement between the parties. This Agreement supersedes all prior oral or written agreements or understandings relating to the same service, ports, or circuits at the same locations as covered under this Agreement. Capitalized terms are defined in the DT&C and Other Provisions. 8. Purchase Orders. This Agreement controls over any Customer-issued purchase order, and any terms or conditions contained in a Customer-issued purchase order or other Customer ordering document will have no force or effect. 9. Uniform Resource Locators (URLS). 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