Okaloosa County BOCC — January 3, 2017 — 1-3-17AgendaPkg — reading text

may be entered in any court having jurisdiction. (d) Limitations Period. Any claim relating to the Agreement must be brought within two years after the claim arises other than Customer disputing an amount in an invoice, which must be done by Customer within 90 days after the invoice date of the disputed amount. 12.8 No Resale; Security. Customer represents that it is not a reseller of any telecommunication services provided under this Agreement as described in the Telecommunications Act of 1996, as amended, or applicable state law and acknowledges it is not entitled to any reseller discounts under any laws. CenturyLink has adopted and implemented, and will maintain, a corporate information security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink’s standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data. 12.9 Transport Services. The parties acknowledge that the Federal Communications Commission’s reliability rules mandates the Page 3 of 17 © CenturylLink. All Rights Reserved. N198621 v1.030416 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT identification and tagging of any circuits or equivalent data paths (“Transport Services”) to public safety answering points that are used to transport 9-1-1 calls and information (“9-1-1 Data”). Customer agrees to cooperate with CenturyLink regarding compliance with these rules and will notify CenturyLink of all Transport Services Customer purchases under this Agreement that are utilized to transport 9-1-1 calls and 9-1-1 Data. 12.10 Assignment. Either party may assign the Agreement without the other party’s prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; or (c) to an Affiliate provided such party gives the other party 30 days’ prior written notice. Any assignee of the Customer must have a financial standing and creditworthiness equal to or better than Customer’s, as reasonably determined by CenturyLink, through a generally accepted, third party credit rating index (i.e. D&B, S&P, etc.). Any other assignment will require the prior written consent of the other party. 12.11 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties’ authorized representatives. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CenturyLink may change features or functions of its Services; for material changes that are adverse to Customer, CenturyLink will provide 30 days’ prior written notice, but may provide a shorter notice period if the change is based on Regulatory Activity. CenturyLink may amend, change, or withdraw the Tariffs, RSS, ISS or AUP, with such updated Tariffs, RSS, 1SS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements. 12.12 Websites. References to websites in the Agreement include any successor websites designated by CenturyLink. 12.13 Required Notices. Unless provided otherwise in the Agreement, all required notices to CenturyLink must be in writing, sent to 1801 California St., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dept., and to Customer as provided above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail; or (c) when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 12.14 Service Termination Notices. Customers notice of termination for CenturyLink QCC Services must be sent via mail, facsimile or e-mail to: CenturyLink, Attn.. GBM Disconnects, 112 Sixth St., Bristol, TN 37620, Fax: 866.887.6633, e-mail: GBMdisconnects @ CenturyLink.com. Such termination is effective 30 days after CenturyLink’s receipt of the notice, unless a longer period is otherwise required. For Services under the Select Advantage Service Exhibit, Customer must call the customer care number specified on Customer’s invoice to provide notice of termination. 12.15 Entire Agreement. The Agreement (including any applicable Service Exhibit, CenturyLink accepted Order Forms, and all referenced documents) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or understandings relating to the same service, ports, or circuits at the same locations as covered under the Agreement. 13. Public Records. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT OKALOOSA COUNTY RISK MANAGEMENT DEPARTMENT 5479 OLD BETHEL ROAD CRESTVIEW, FL, 32536, PHONE: (850) 689-5977, riskinfo @ co.okaloosa.fl.us. Contractor must comply with the public records laws, Florida Statute chapter 119, specifically Contractor must: a. Keep and maintain public records required by the County to perform the service. b. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119 Florida Statutes or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. d. Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the contractor or keep and maintain public records required by the County to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining the public records. All records stored electronically must be provided to the public agency, upon the request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 14, Definitions. “Affiliate” means any entity controlled by, controlling, or under common control with a party. “AUP" means the Acceptable Use Policy incorporated by this reference and posted at http://www.centurylink.com/legal/. “Cancellation Charge” means the cancellation charge described in the applicable Service Exhibit and charges incurred by CenturyLink from a third party provider as a resuit of an early termination. “Cause” means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice. Page 4 of 17 © CenturyLink. All Rights Reserved. N198621 v1.030416 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT “CenturyLink QCC” means the former Qwest Communications Company, LLC d/b/a CenturyLink QCC. On April 1, 2014, CenturyLink completed an internal reorganization resuiting in the merger of multiple CenturyLink owned companies into Qwest Communications Company, LLC. Simultaneously with the merger, Qwest Communications Company, LLC changed its name to CenturyLink Communications, LLC. The term “CenturyLink QCC” refers to the former “d/b/a CenturyLink QCC” company and not to any other CenturyLink owned companies now a part of CenturyLink Communications, LLC. “Confidential Information” means any information that is not generally available to the public, whether of a technical, business, or other nature, (including CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; or (b) is of such nature that the receiving party should reasonably understand that 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 the Agreement by the receiving party or is already know or is independently developed by the receiving party. “Convenience” means any reason other than for Cause. “CPE” means any customer equipment, software, and/or other materials of Customer used in connection with the Service. *CPNI" means Customer Proprietary Network Information, which includes confidential account, usage, and billing-related information about the quantity, technical configuration, type, destination, location, and amount of use of a customer’s telecommunications services. CPNI reflects the telecommunications products, services, and features that a customer subscribes to and the usage of such sewvices, including call detail information appearing in a bill. CPNI does not include a customer's name, address, or telephone number. “Early Termination Charge” means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. “End User” means Customers members, end users, customers, or any other third parties who use or access the Services or the CenturyLink network via the Services. “Force Majeure Event” means an unforeseeable event beyond the reasonable control-of that party, including without limitation: act of God, fire, explosion, lightning, hurricane, labor dispute, cable cuts by third parties, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. “SS” means CenturyLink's Information Services Schedule incorporated by this reference and posted at hitp://www.centurylink.com/tariffs/clc_info_services.pdf. “MRC" means monthly recurring charge. “NRC” means nonrecutrring charge. “Order Form” includes both order request forms and quotes issued by CenturyLink. 1f a CenturyLink service requires a quote to validate the Order Form pricing, the quote will take precedence over the order request form, but not over the Service Exhibit. "Regulatory Activity" is a regulation or ruling by any regulatory agency, legislative body or court of competent jurisdiction. “RSS” means as applicable CenturyLink's Rates and Services Schedules incorporated by this reference and posted at hitp://www.centurylink.com/tariffs/fce_cle_ixc rss_no_2.pdf for CenturyLink's International RSS and at http://www.centurvlink.com/tariffs/fcc _clc ixc rss no 3.pdf for CenturyLink’s Interstate RSS. “SLA” means the service level agreement applicable to a Service as described in a Service Exhibit. “State” means one of the 50 states of the United States or the District of Columbia. “Tariff’ includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at http/www.centurylink.com/arifts. “Tax” or