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Attachment E - Response to City of San Marcos, Texas Terms and Conditions for High Technology Services Agreements CenturyLink Response: If awarded the contract, CenturyLink proposes that the parties negotiate a final binding agreement consistent with the RFP and CenturyLink's response. CenturyTel of San Marcos, Inc. offers regulated local services under its Local and General Exchange Tariffs on file with the Texas Public Utility Commission. CenturyTel Long Distance, LLC offers long distance services under its Texas Interexchange Telecommunications Tariff. Tariffs are posted at the following link: httD:// www. centurvlink. com/ Paees/ AboutUs/ ComDanvinfonnation /Re2ulatorv/tariffLibrarv.i sn CenturyLink proposes for the City's review the following changes to the Terms and Conditions. CenturyLink is committed to working with the City to take all necessary steps to come to final agreement on a contract for the purchase of CenturyLink's products and services. Section Section 11(d) In the event of termination as provided in this Section, the Contractor will be compensated for all services performed to the termination date which are deemed by the City to be in accordance with the Agreement. This amount will be paid by the City upon the Contractor's delivering to the City all information and materials developed or accumulated by the Contractor in performing the services described in the Agreement, whether completed or in progress. The expense of the reproduction of these items will be borne by the City. Section 12(a) The Contractor will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional wrongful acts, errors or omissions of the Contractor, its officers, employees or agents. Section 12 (c) The Contractor will procure and maintain at its expense insurance in full force and effect with insurance companies authorized to do business in the State of Texas, covering all operations under the Agreement, whether performed by the Contractor or its agents, subcontractors or employees. Before commencing the work the Contractor will furnish to the City a certificate or certificates in a form satisfactory to the City, showing that Contractor has complied with this paragraph. All certificates will provide that the polices will not be canceled or materially altered until at least 30 calendar days written notice has been given to the City. Failure of the Contractor to demand a certificate or other sufficient evidence of full compliance with these insurance requirements or failure of the Contractor to identify a deficiency from the evidence that is provided as proof of insurance will not be construed as a waiver of the CenturyLink Proposed Change In addition, early termination of an Order Term may be subject to the early termination liability as described in the CenturyLink Tariffs. CenturyLink agrees in principle but proposes the following to the extent permitted by law. (a) To the extent permitted by law. each party The remit will indemnify, hold harmless and defend the City other Dartv and its employees, agents, officers and servants from any and all third -party lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional wrongful acts, errors or omissions of the Eentraete - indemnifvine Dartv, its officers, employees or agents and relating to personal iniurv. death, or damaee to taneible personal Droperty. Nothine in this varacraph shall be construed as a waiver of the limits of liabilitv the Citv has by virtue of sovereign immunitv in excess of what is afforded under law. CenturyLink requests deletion of the following: All certificates will provide that the policies will not be canceled or materially altered until at least30 calendar days written notice has been given to the City Note: Policies do not contain this language. The Acord certificates no longer include it either. CenturyLink requests altering the following sentence: Commercial general liability and motor vehicle insurance will name the City as an additional insurance and will be endorsed to provide a waiver of the carrier's right of subrogation against the City for losses caused by and to the extent of Contractor's negligence.