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CCR2002250COMMON COUNCIL - CITY OF MUSKEG0 RESOLUTION #250-2002 APPROVAL OF CELLULAR SERVICE AGREEMENT BETWEEN THE CITY OF MUSKEG0 AND U. S. C'ELLULAR BE IT RESOLVED That the Common Council of the City of Muskego, upon the recommendation of the Finance Committee, does hereby approve the attached agreement with U. S. CELLULAR for provide cellular service for a two-year period commencing upon execution of the agreement. BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are authorized to sign the Agreement in the name of the City. DATED THIS 26th DAY OF November ,2002. SPONSORED BY FINANCE COMMITTEE Ald. Rick Petfalski Ald. Nancy Salentine This is to certify that this is a true and accurate copy of Resolution #250-2002 which was adopted by the Common Council of the City of Muskego. 9/2002jmb ? Cle Treasurer City of Muskego Date: 1 1 I1 312002 To: Honorable Mayor Mark Slocomb. Finance Committee From: Joe Somrners RE: November 20, 2002 Finance Committee Review US Cellular Contract I recommend approval of the US Cellular two-year contract. Current rates for the service are $8.00 per month and .09 per minute for the standard plan. We will also recommend the use of Local Calling Plans to higher volume users, where savings can be achieved. The service, coverage area, and costs of the plan all remain very good based on emp1,oyee feedback. PS Celldar has better pricing than other firms we received quotations from. AT&T Wireless is $9.95 per month and ,12 per minute. Cingular is $8.95 per month and 12 per ,, ,. *( r’ :, , j ,.~ ~, ~ I @”;’. ; . .= , minute ,, for “State Authorized Users” and $9.95 per month and 15 per minute for I/ ! ~. employees. .,+5: I_ ,, Confidential CELLULAR SERVICE AGREEMENT Between *US.C€!llUlX And City of Muskego Revision November 11.2002 Offer expires December 11, 2002 Page 1 I111 1/02 SPECIAL TERMS This proposal for cellular pricing and service is presented to the City of Muskego for its 190 active corporate lines in service as of October 28,2002 as well as any lines of service subsequently added under this agreement, and requires that the City of Muskego maintain at least 150 active lines in order to receive the rates outlined in this proposal. This proposal is contingent upon the City of Muskego’s signing of a two-year coterminous agreement to use US. Cellular as its exclusive cellular provider in U.S. Cellular-owned Wisconsin markets, and is also contingent upon migration of all analog lines of service to digital service and digital equipment within 60 days of execution of this agreement. This proposal will expire on December 11, 2002. RATES Corporate Custom Plan: Monthly Access Fee: Airtime: Roaming: Features Included: CorDorate Combined Plan: Confidential The Corporate Custom Plan is a “pay-as- you-go” pricing structure that allows the City of Muskego to pay for airtime actually used plus a low monthly access fee for each line of service. The Corporate Custom Plan may be combined with the Corporate Combined Regional or SpanAmerica pooling plans, or with the Corporate Value plans, to best meet the needs of the corporate account. The Corporate Custom Plan may not be combined with the Corporate Combined Local pooling plans. $8.00 per month per line 9e per minute in Local Calling Area (see “Central Region Advanced Network Calling Plans” brochure for Local Calling Area map). This local footprint now includes the Chicago area. 30e per minute outside Local Calling Area (includes long distance) Nationwide Long Distance, Voice Mail, Call Waiting, Caller ID, Call Forwarding, Three- Way Calling, Detailed Billing The Corporate Combined Plan is a pooled “packaged minute” pricing structure that Page 2 1111 1102 Monthly Access Fee: allows the City of Muskego to select the number of minutes and the calling area (local, regional, or national) that best fits its needs. Each line of service is billed a monthly access fee that includes a package of minutes. The included minutes for all lines on the same account on identical Corporate Combined plans are pooled for all those lines to share. For example, if 10 users on the same account are on the Corporate Combined Local 550 plan, all IO users will share 5,500 minutes per month. Please see “Central Region Calling Plans” brochure and “Central Region Advanced Network Calling Plans” brochure for rates and footprints. Anytime Minutes Included: Please see “Central Region Calling Plans” brochure and “Central Region Advanced Network Calling Plans” brochure for rates and footprints. Additional Per-Minute Rate: Please see “Central Region Calling Plans” brochure and “Central Region Advanced Network Calling Plans” brochure for rates and footprints. Roaming Rate: Features Included: Corporate Value Plan: Please see “Central Region Calling Plans” brochure and “Central Region Advanced Network Calling Plans” brochure for rates and footprints. Nationwide Long Distance, Voice Mail, Call Waiting, Caller ID, Call Forwarding, Three- Way Calling, Detailed Billing The Corporate Value Plan is a bulk pricing structure that allows the City of Muskego to purchase, for one flat monthly fee, bulk minutes for its entire account to use. Under this pricing stmcture, there is no per-line monthly access fee. The Corporate Value Plan includes UNLIMITED Mobile-to- Mobile Calling at no additional charge. At the current time, Mobile-to-Mobile Calling Confidential Page 3 I1/1 1/02 is available only in the Local Plans footprint as shown in the “Central Region Calling a Plans” brochure. The local calling footprint for non-Mobile-to-Mobile calls now includes the Chicago area. Monthly Access Fee: $4,500.00 per month Maximum Lines on Account: 100 Anytime Minutes Included: 50,000 minutes in Local Calling Area (see “Central Region Advanced Network Calling Plans” brochure for Local Calling Area map). This local calling footprint now includes the Chicago area, with the exception of Mobile-to-Mobile Calling. Additional Per-Minute Rate: 25e additional minutes in Local Calling Area (see “Central Region Advanced Network Calling Plans” brochure for Local Calling Area map). This local footprint now includes the Chicago area. Roaming: Features Included: - 30e per minute outside Local Calling 0 Area (includes long distance) Unlimited Mobile-to-Mobile Calling, Nationwide Long Distance, Voice Mail, Call Waiting, Caller ID, Call Forwarding, Three- Way Calling, Detailed Billing Note: All rates offered in this proposal are billable in advance. RECOMMENDATION U.S. Cellular has analyzed the City of Muskego’s current account to determine the rate plan(s) that will allow the City of Muskego to realize the greatest cost savings. Based on usage patterns, the majority of users should be on the Corporate Custom Rate Plan (“pay as you go”). Anyone using fewer than 300 minutes per month should remain on this plan. On account number 300178649, there are five lines for which U.S. Cellular recommends the Local 450 plan and four lines that should be on the Local 700 plan based on recurring usage. Based on recent calling patterns, U.S. Cellular estimates that changing those lines to a Local Calling Plan will allow the City of Muskego to save approximately $785.96 annually. In addition to the above recommendation, on the Fire Department’s account number 300168164, U.S. Cellular recommends that one line of a Confidential Page 4 1111 1/02 service (262-424-3808) should be on the Local 700 plan and the other line (414-881- 2224) should be on the Local 450 plan. Based on recent calling patterns, U.S. Cellular estimates that this change would result in a savings of approximately $378.60 annually. US. Cellular estimates that the overall annual cost savings to the City of Muskego would be approximately $1,164.56. Confidential Page 5 1111 1/02 EQUIPMENT PRICING Listed below is the discounted equipment pricing that US. Cellular will offer on a two- year contract for service for the City of Muskego. This pricing applies to all new activations and eligible equipment upgrades: 3G CDMA Handsets Motorola v120x $0.01 Audiovox 9150 $9.95 Kyocera 1135 $19.95 Ericsson T206 $39.95 Nokia 6385 $59.95 Kyocera 2235 $69.95 Motorola v6Oci (IS95) $219.95 TDMA handsets will available in limited quantities to satisfy current contract requirements. CDMA handsets may be used by corporate customers regardless of rate plan chosen. U.S. Cellular's Advanced CDMA Network will allow for advanced functionality such as e-mail access, voice portals, high-speed data transmission applications, games, PIM (personal information management) applications, access to WAP (wireless application protocol)-enabled sites, GPS (global positioning service), improved service levels, and greatly increased voice clarity and data capacity. Enhanced data capability on U.S. Cellular's Advanced CDMA Network is expected to be available in 2"d Quarter 2003. Additional handsets with advanced data capability will be available at that time. Lines of service on which the phone handset was purchased at least 20 months previously are eligible for upgrade at the discounted prices listed above. The Motorola v120x CDMA handset (or equivalent) will be I$ for the conversion of all analog lines of service, as well as for any current users who have maintained their digital handset for 20 months or longer. All new users will also receive a Motorola V120x CDMA handset for I$. e The City of Muskego will either receive the current equipment pricing or any available promotional pricing, whichever is greater. ADDITIONAL FEATURES Mobile Messaging/Advanced Mobile Messaging Mobile Messaging allows the cellular user to exchange text messages with other cellular users using the wireless phone. U.S. Cellular offers several Mobile Messaging packages to meet the needs of the end user. a Confidential Page 6 1111 1102 0 U.S. Cellular Mobile Messaging Packages Monthly Fee Each Additional Included Included ~ Outgoing Message Messages Messages Outgoing Incoming None 1 ou Unlimited 100 $4.95 1 ou Unlimited 50 $2.95 1 ou Unlimited 0 1 I I $5.95 IO$ Unlimited 250 $9.95 IOU Unlimited 1000 $14.95 1 ou Unlimited 500 $1.95 (e-mail address) * *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 I package, e Mobile Paging U.S. Cellular’s new Mobile Paging product allows the end user to use one device, the cellular phone, for both cellular and paging functionality. Mobile Paging utilizes TAP (telelocator alphanumeric protocol) technology, which has been used for years in the paging industry to send encrypted pages without internet access. It provides a greater level of security than does SMS (short messaging service) and, unlike SMS, is an “assured messaging” sysrem that allows for pages to be re-sent for up to a week if the user is out of his paging area when the page is sent. This option is $6.95/month per phone for 500 incoming pages and 50 outgoing messages, and Mobile Messaging is included. Advanced Mobile Paging In addition to the Mobile Paging capability described above, Advanced Mobile Paging offers a larger package of pages and includes Advanced Mobile Messaging. This option is $8.95/month per phone for 500 incoming pages and 100 outgoing messages. There is no charge for messages sent to the phone via e-mail or U.S. Cellular’s web page. Mobile-to-Mobile Calling Mobile-to-Mobile Calling allows U.S. Cellular customers to communicate with each other for one low price. The cellular user receives 1,000 minutes of incoming or outgoing calls to other U.S. Cellular customers in the Mobile-to-Mobile calling area. This option is $9.95/month per phone. Mobile-to-Mobile calls in excess of the 1.000 packaged minutes will be billed at lo@ per minute Confidential Page I 11/11/02 Voice Services (Voice Activated DialingAnformation Services) U.S. Cellular’s new Voice Services provides a safe and convenient way for U.S. Cellular customers to place calls without physically dialing the phone number, and allows easy access to information like news, weather, driving directions, flight information, and stock quotes. This option is $4.95/rnonth per phone (airtime charges apply), and includes both Voice Activated Dialing and Information Services. TERMS OF AGREEMENT Under this agreement, all lines will be under contract for a period of two years from the date of execution of this agreement. All lines will have coterminous end dates. If the City of Muskego should cancel its service before the expiration of this agreement, or should elect not to renew its cellular service contract with U.S. Cellular upon expiration of the agreement, any cellular lines that received equipment discounts within the previous six months will be charged full list price for each of those phones, This agreement covers the City of Muskego’s existing 190 lines of service as well as any lines of service subsequently added under this agreement, and requires maintenance of a minimum of 150 lines of service. Please see U.S. Cellular’s standard Cellular Service Agreement, attached. LIQUIDATED DAMAGES (Referenced in Cellular Service Agreemenl, attached): Up to $150 per line. Confidential Page 8 11111102 CELLULAR SERVICE AGREEMENT Terms and Conditions THIS AGREEMENT is between the Carrier on the special term’s page (“U.S. Cellular”) and the customer Customer’s acceptance is limited to the terms and conditions of this offer. No additions or subtractions by named on the special term’s section (“City of Muskego”) and is subject to acceptance by Company. Customer are acceptable unless and until expressly and mutually agreed upon. In the event of any contradictory or conflicting terms or conditions between the special terms page and this terms and conditions section of this Agreement, the terms and conditions of the special terms page shall supersede and take precedence over the provisions in this terms and conditions section. 1. PROVISION OF SERVICE. Company are referred to herein as “Service” or “Cellular Service”) at the rates and charges included with this Agreement, for any lawful purpose, subject to the terms and conditions specified in this agreement. Company shall provide Customer with cellular access numbers by which Customer may use Company’s cellular system. Customer shall not have any proprietary right to the access numbers provided to it by Company. Long distance rates for calls beyond Company’s local service area are subject to change from time to time without notice. Company reserves the right to assign, designate or change customer’s access numbers when, in its sole discretion, such assignment designation or change is reasonable or necessary in the conduct of its business. atmospheric, topographical and any other like conditions, to government regulations or orders, system capacity limitations, limitations imposed by an underlying carrier, or equipment modifications, upgrades, repairs or relocations or other similar activities necessary or proper for the operation of the Service. Certain services, such as directory listings, operator services and roaming in some areas, may he provided by other carriers. Customer may use these services subject to the regulations and charges of such other carriers. Each mobile telephone number can only appear in one mobile telephone unit having only one Electronic Serial Number (ESN). The ESN associated with customer’s cellular equipment is registered as equipment is traded or replaced, Customer must notify Company to register new ESN. part of this agreement and customer shall not modify nor permit the modification of this ESN. If such event the service is used by Customer in such a manner that will adversely affect the Company’s service to any of its other customers. if the Customer’s cellular mobile radio unit is in violation of FCC rules if Service is resold by Customer to third parties or if Customer or its employees act in a manner that is verbally or otherwise abusive to Company or its employees or agents. 2. LIMITS OF LIABILITY. damages arising from the failure of Company to maintain proper standards of maintenance and operation omissions, interruptions, delays, errors or defects in the Service or uansmission of Service or for losses or (collectively referred to as ”Interruptions”) shall be a credit allowance. at Customer’s request. consisting of a pro rata adjustment of the fixed monthly charges billed to Customer. but in no case shall the credit granted in a month exceed the fixed monthly charges in that month Credits shall only be granted when Interruptions exceed 24 hours beginning upon the earlier of the report of the Interruption by Customer or the detection of the Interruption by Company. Credits shall be granted in 24 hour increments with additional days after the initial 24 hour period being credited only if the Interruption lasts for more than 12 hours in that day. Credits are calculated by dividing the days of Intmption by a standard 30 day month and multiplying the result by the fixed monthly charge for that month. Company shall not be liable to Customer for. and no credit allowance shall be given for Interruptions caused by the negligence or willful act of Customer or other parties, Interruptions caused by failure of equipment or service not provided by Company. Interruptions caused by acts of God, fne, war, riots, government authorities, default of suppliers, or other causes beyond Company’s or any carrier’s control, or except as provided above, any indirect. (a) Company shall provide and Customer shall accept Cellular Service (all Services provided by (b) Service may be interrupted, delayed or limited due to transmission limitations caused by 0 (c) Service to Customer may be refused. discontinued or terminated without written notice in the Except as limited by law, Company’s sole liability for loss or damage arising out of mistakes, 0 Confidential Page 9 l1/11102 special or consequential damages or lost profits arising out of or related to this Agreement or the performance or breach hereof. Customer agrees that Company shall not be liable to Customer or any third parties who may use the Service andor Equipment for any claim, damage, or loss arising from rhe provision of wireless emergency services including but not limited to 9-1- I or enhanced 9 I I, or other emergency calls made through nearemergency numbers. COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE PROVISION OF SERVICE. 3. PRIVACY OF CELLULAR SERVICE. Customer acknowledges that cellular systems use radio channels to transmit voice and data communications and that the Service may not be completely private. Company shall not be liable to Customer for any claims, loss. damages or cost which may result from lack of privacy on the system. 4. RATES AND CHARGES. Unless otherwise agreed by Company, Customer will be billed in advance for monthly access charges and in arrears for usage charges. Usage of Service shall be measured in one minute increments and each partial minute shall be rounded up to the next one minute increment. Customer will be charged a minimum of one minute for every call that is received or placed using Customer’s equipment and sent or answered by the called party. Chargeable time is measured from time of channel seizure to channel termination. Mime rates do not include long distance charges for calls beyond Company’s local service area. The monthly service charge and free minutes will be prorated for the number of days actually on service with Company for the fust month and will appear on the fust bill. The fust bill will also show a regulatory requirements, Company agrees that if minimum line requirements, as set forth on the special monthly Service Charge for the following month. Airtime charges apply while using features. Subject to tern section above, have been maintained, it will not increase air time charges per minute or monthly access charges to Customer during the initial term of agreement. In the event that Customer fails to maintain minimum line requirements during the initial term of agreement, as set forth on the special terms section above, Company may amend its air time or monthly access charges upon 15 days notice. The limitation on rate increases under this paragraph shall apply only to “air time charges per minute” and “monthly access charges” and Company shall have the option to adjust rates and prices for all other Services from time to time. Company shall provide equipment discounts on all new cellular lines. This rebate is prorated over its designated rebate term. If Customer does not maintain the minimum line prorated discount amount remaining for the Equipment on these lines. If Customer elects not to renew this requirements, as set forth on the special terms section above, Company may charge Customer for the agreemenl with Company at the end of the initial term or any extended term and equipment discounts for some or all of the Equipment did not reach full rebate term, Customer shall reimburse Company for the prorated discount amount remaining for the Equipment on these lines. 5. PAYMENT OF CHARGES. Customer. Customer shall be responsible for payment of charges for all services furnished by Company, as imposed by or for any municipal or other political authority against Company. In addition, Customer shall well as other charges billed to Customer’s cellular access number, including taxes, fees or other exactions pay Company when due for all toll charges resulting from the origination of cellular mobile calls to points outside Company’s Cellular Geographic Service Area, and for all other charges athibutable to Customer’s Service provided to Customer as a “roamer” in other cities or Service areas. Your roaming rate can be access number. Customer also agrees to pay for charges billed to Customer’s access number on account of higher while traveling/roaming in other service areas. These roaming rates are subject to change without notice. Rates and charges shall be based on prices in effect at the time Service is furnished. Payments received after the due date of an invoice may incur a late payment charge of the lesser of 1.5% per month or the highest rate permitted by law of the unpaid balance for each month or fraction thereof that such negotiable instrument. a charge of the maximum amount allowed by law may be made by Company for balance shall remain unpaid. When payment for Service or Equipment is made by check, draft. or other each such insmment returned unpaid by a bank to Company for any reason except to the extent limited by law. Unless othenvise agreed by Company, Cusromer shall be responsible for all outstanding charges for Service rendered and shall be responsible for all charges through the end of the billing cycle within which termination occurs, without proration of any such charge. Customer agrees to pay Company a charge for Unless otherwise agreed by Company, Payment is due to Company upon receipt of invoice by Confidential Page IO 1111 1102 0 toll restriction if Customer does not want long distance service. Company shall have no responsibility for any disputes between Customer and any long distance carrier other than Company. If Customer’s equipment is lost, stolen or othewise absent from Customer’s possession and control, Customer shall nonetheless be liable for all use, toll, and other usage based charges attributable to the cellular access number assigned to said unit until Company is notified of the loss, theft, or other occurrence. The contract shall not terminate due to any such notice. 6. DEFAULT AND WAIVER. in the event of any default or breach of the terms andor conditions of this agreement, or if any proceeding in bankruptcy, receivership or insolvency or petition forreceivership shall be instituted by or against Customer. Company, at its option, may: applicable covenam and terms of this agreement or to recover damages for the breach thereof; andor (i) Proceed by appropriate court action or actions to enforce performance by Customer of the Customer shall remain liable for all Services provided. (ii) Terminate this agreement, whereupon all rights and interests of Customer shall terminate and may sustain by reason of such default or breach by Customer. together with all other charges as provided (b) Customer shall pay to Company on demand any and all past due amounts which Company by this agreement, reasonable attorney’s fees, costs and expenses incurred by Company in connection with such breach or default by Customer. All amounts shall be payable by Customer without setoff or deduction of any kind. The remedies provided in favor of Company in the event of default shall not be deemed to be exclusive but shall be in addition to all other remedies in its favor existing at law. No failure on the pan of Company to exercise any right or remedy arising directly or indirectly under this agreement shall operate as a waiver of any right or remedy it may have nor shall an exercise of any right or remedy by Company preclude any other right or remedy Company may have. 7. CERTIFICATE OF AUTHORITY. If Customer is a person, fm. 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 IO agree on behalf of Customer. 8. ASSIGNMENT. Neither this agreement nor Customer’s rights hereunder shall be assignable by Customer except with Company’s prior written consent. The conditions hereof shall bind any permitted successors and assigns of Customer. The provisions of this contract shall be binding on each party’s successors and assigns; provided, however. that in the event that the requirements of any successor or assign of the Company for products or services supplied pursuant to this Agreement are significantly different than those of Company, this Agreement may be reopened by said successor or assign for renegotiation of terms and conditions more compatible with its requirements. 9. ENTIRE AGREEMENT AND GOVERNING LAW. This agreement contains the entire agreement between the parties relating to the services andor equipment described in this agreement. No modification, change or alteration of any of the terms of this agreement shall be valid unless provided in writing by Company. This agreement supersedes all prior agreements and understandings, both oral and written, with respect to the subject matter hereof. This agreement shall be governed by, construed and enforced in accordance with the laws of the state where Company’s Mobile Telephone Switching Office for Customer’s access number is located. In the event of any conflict between this agreement and the applicable laws or tariffs on any local, slate, or federal body, such laws or tariffs shall conuol to the extent applicable. 10. SEVERABLE PROVISIONS. If any pan of this agreement is contrary to or prohibited by or deemed invalid under applicable laws and regulations of any applicable jurisdiction, the remaining provisions and parts thereof shall remain and be construed in full force and effect to the extent permitted by law. 11. RENEWAL AND TERMINATION. Notice of Customer intent to terminate this agreement shall be renew this agreement at any time prior to the conclusion of the initial or any renewal term by giving provided in writing to Company at least 30 days prior to termination. Company reserves the right to not (a) In the event that Customer shall default in the payment when due of any sum due hereunder, or e 0 Confidential Page 11 I111 1/02 customer notice of same. All charges prior to termination are the responsibility of the "Company." Notice should be faxed to the Major Account Support Representative at 414/798-3400. 0 12. DISCLAIMER OF WARRANTIES AND LIMITATION OF REMEDIES. MANUFACTURER OF EQUIPMENT AND COMPANY EXCEIT AS LIMITED BY LAW HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, DIRECT OR INDIRECT, EXPRESS OR IMPLIED, WRITTEN OR ORAL, REGARDING THE EQUIPMENT OR SERVICE (WHETHER PURCHASED OR LEASED BY CUSTOMER FROM COMPANY OR ANOTHER), INCLUDING BUT DURABILITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY NOT LIMITED TO ANY AND ALL EXPRESS AND IMPLIED WARRANTIES OF SUITABILITY, WARRANTIES RELATING TO EQUIPMENT PURCHASED BY CUSTOMER, AND CUSTOMER TO THE! EXTENT PERMITTED BY LAW ASSIGNS ANY AND ALL MANUFACTURERS ACKNOWLEDGES RECEIF'T OF ANY AND ALL MANUFACTURERS' WARRANTIES. REMEDY IN CONNECTION WITH ANY DEFECTS IN THEEQUIPMENT, INCLUDING (b) CUSTOMER ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE MANUFACTURE OR DESIGN, SHALL BE AGAINST THE MANUFACTURER OF THE EQUIPMENT UNDER THE MANUFACTURERS' WARRANTIES AND THAT COMPANY SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY LOSS, DAMAGE, INJURY, OR EXPENSE OF SERVICE PROVIDED. ANY KIND OR NATURE RELATED DIRECTLY OR INDIRECTLY TO ANY EQUIPMENT OR 13. ARBITRATION. In the event of any dispute with respect to this Agreement, which includes the terms and conditions and special tern section, then the panies to such dispute shall select a mutually agreeable arbitrator to settle such disputed item or claim and the amounts thereof and he decision of the arbitrator such arbitrator shall be selected in accordance with the rules of the American Arbitration Association. The shall be final and binding on the panies. In the event that an arbitrator cannot be mutually agreed upon, proceed in accordance with the rules of the American Arbitration Association and the costs of such opinion of the arbitrator shall be made in writing and mailed to each party. The arbitrator so selected shall arbitration, including the fees of the arbitrator, shall be paid in accordance with the decision of the arbitrator, provided that the arbiuator shall assess all costs against any party if he finds such pany did not act in good faith. Any such arbitration shall be conducted in Milwaukee, Wisconsin. 14. LIQUIDATED DAMAGES. Customer acknowledges and agrees that cancellation or termination of this Agreement or any renewal thereof prior to the expiration of the agreed upon service period by Customer, or by Company for reasons of Customer's default. will result in damages and loss of profits to event of any such early cancellation or termination of this Agreement, Customer shall thereupon pay to Company which are difficult or impossible to determine exactly. Accordingly, rhe parties agreed that, in the Company on demand as liquidated damages and not as a penalty (in addition to amountS payable under paragraph 6 above) an amount equal to the liquidated damages amount shown on the signature slip divided by the total number of months in Customers' service period multiplied by the remaining months or parts of months in such service period. (a) CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY IS NOT THE By signarure below, I understand and confirm the accuracy of the above information and agree to the above terms and agreements. Confidential Page 12 1111 1/02 a COMPANY. U.S. Cellular Major Account Executive: US. Cellular Management: Date: Date: CUSTOMER: City of Muskego E y: Its: Date: Attest: Its: Date: Confidential Page 13 1 111 1/02