HomeMy WebLinkAboutC2007-489 - 12/20/2007 - NA ~ COMMERCIAL. MASTER SERVICE AGREEMENT MSA>Y
W ~ S !
!
l e i] xew r~inn,e.
~fiy ~~~ CoatGuard Aut /
EIN (Empmyn iaeohaeaaon <Jembarufax ID Number. TERM OF MSA: 92 MONTHS
Types! Entity O sole praprkmr O valtxxsnp O uC O caporatwn
"
%
P~ rax E~rmpt• Type of ExempGvn: ~•. ~ l1~ l 'r
Cenificale Number. ON NET Se+ving Wire Center
x •A Vaud wpy or the Tea Exempt Ceniricate must be provitled her re exemption statue can tie granted.
O
~ Lead Broker ID Number. Account Executive ID Number.
Lead Broker Name: Account Executive Name: Mat Myers
O
2 Legal Name: C" of Co s Christi Texas
¢~
a
Servirs Addmss: 1201 Leopartl St SuiteNnil: City: Corpus Chnsli State: TX Zip Code: 78401
2
~ Billing Name {If Different}:
Billing Address {If Different}: SuiteNnii City: 5!a[e: Zip Coda'
Curcent Billing Telephone Number. Fax Number. e-mail Address:
z
~ General Contact: Phone Number. e-mail Atldress:
SitelTerlmical Contact: Phone Number. a-mail Address:
0
x
ti Voice Vendor. Phone Number. e-mail Address:
Data Vendor: Phone Number, a-mail Address-
z
V Accounts Payable Gontact: Phone Number. a-mail Atltlress:
MRC Rates [eaeal NRC Rates MRC Rates faecal NRC Rates
Integrated T9 Service Quantity Standard Contracted Contracted Walved Private Line/Coiocation 4uantity Standard CoMOCtetl Contracted Walved
Dynamic T1 ^ ColocaHon Half Cabinet ^ 650.00
Static Ti ^ AC Power (5 amp increments) ^ 25.00
Number of Voice Channels ^ Cross Connect ^
NumberoFDalaChannels ^ PriveteLine
D51 ^
VOICe SBrvICe D53 ^
Inbound Circuit ^ 499.99
Tvro way Circuit ^ 499.99 Independent Lineslfrunks
Voice T1 ^ 499.99 Basic Business Lines-p50 ^ 25.89
Fractional Voice ^ Basic Business Lines-QPP ^
Voice Channels ^ Market Expansion Line ^
0 DID(s} ^
~ TW Equipment
a Internet Services Integrated Access Device ^
~ pedicaled Inlemet 1,5 MBPS ^ Router ^
ti
2
Fractional Data c^"L'~^a~" ^
Analvg Channel Bank ^
U Data Channels aa+:c:;;v?r. [] Other ^
q Bonded ~vi:::~::;>, []
~
~~ ~ '
a
a Ethemel CvnnerAan
~~ ^ 20 299.99 65.00 2,000.00 Account Codes
verified ^
Internet Optional Services Nan verified ^
Primary DNS ^
secondary DNS ^ Long Distance
Virtual Private Network (VPN) ^ Committed Bundled
Email Accounts ^ Tel West LD Outbound
IPAddresses ^ 8 InlerLataAnterSiate 0.040
Web Hosting ^ IntraLalaAntraState 0.080
Spam Filler ^ Tel West To11 Free
Managed Firewafl ^ New ^ Nagonal^
ISPService ^ RespOrg ^ State^ RPM RPM
InterLalfl!lnter5tate 0.040
.,. Number Porfing: ^ yes ^ No
s -....
. ,t IntraLatallnlr'eSiete 0.060
..... ... ..... .. :.. ~
~
? .
Toll Free Directory ^ yes
^r!e MRC TOTAL ; 1 390.fl0
~
MONTHLY RECURRING COST S 1 300.00
s
p
AdtlifionQl Listing ~ ~ w NRC TDTAL ; 2,090.fl0
a WAIVED NRC TDTAL ;
~
(These totals do not inctutle ap IicaMe Loral, slate and federal faxes and surcharges)
1. --~ ~ N:'<`~ ,r.,w~ - %.c.
By signing below, Customer acknowledges Ihat Customer has read this entire agreement, inGutling the terms and candifions, and understands it and agrees iv be bountl by the terms antl
A ~ J
~
/; rr1 candiGons of th Service Agreement. Customer authorizes Tel West hand its authorized agents} tv perform a uedil check as permitted bylaw.
~ f
,}~ `~] ~ n ~J
(Print Customer
N
ame) st erSignature
~erson~uthortzedloSignan
~alioflhaCompany (Cuslam Tit e} Dale
~ //
~~
~~/~ ~\
~/ I/I R i~ l ,~~fCi'C/f 1 /
/
~~//Y] it ,> /I ~~~ l ~1 ~A e n . ,/l e . .~~%,f~iT7
200 ! ^`F07
12/20/07
Tel West Network Svcs.
yt,..a,~ y,.,T i~ cw.I
~.flY ~~~~~~r Page 1 of 9
~~telwest
General Terms and Conditions
Tel West Network Servlces Corporation Services Agreement
Thin Services Agreement ("Agreement} ie between Tel Wed Network Services Corparadan on behalf of 4d Weat' and the individual a mtily identified ea the customer (same4mes refened to as 'Cudomer on the fmm page of this Agreement. This
Agreement consiero of Me ai9naNre page, Service Order Fonn(aJ. Me General Terms and Conditions, and any addenda added by Me agreement of the parties. The idtoning rates, terms end cantlitiona wpplement those set out in the applicable Td Wesl
fedeal and stale tarids, and inkrste[e and international service agreements on file with the Texas Public LItiFty ComMsdan w posted on Tel Welts websi[e, reterted to as Yerirfs . In Me even) of any canrtk[ among Nis Apeemenl and Its PAtlenda,
At[adrments, 3errice Order Form(sJ, err the terms or rates of the Tel Weal tariffs, doe terms and rates of the Sled tariff shall certtrd If the service ttsdf is [ariffed, The Pardee agree to be bound by the [arms of INs Agreement, antl aftrm tirsl each have caused
Nis Agreement to be exewled by lhetr respective duly audrodzed representatlves on Me dates wviflen below titefr names.
1. Servico-s. Tel Weal witl provide Me Services referenced on the Commerdd Master Service Apeemenl in accordance witit Me terms of tlsia Agreement and Td West's tariffs.
2. phligaeions of the Costumer. Customer agrees to- provide al Inlormatlon. access. antl support required fa dmdy installation and paper use of Me Services and to comply with ad of the Perms antl condidona of Ws Apeement. Customer dao agrees
end assures Cre Customers use of Me Services v:d at all4mea be condatem vAM Me use intended, Is not bring uti9zetl in en unfawfil manner, and R used in such a manner as to gevenl damage to Td West's neNrork end equipment.
3. Term CommilmenL Fw each Service, the irital tens cemmCrnenl'INtld Term- of this Apeemen[ will begin on Fhe date a requested Service is first installed end made available 1o Customer, antl will conanue for Me number of months or years set forth
in Me appkcade Servlce Order Fpm- Upon Me ecpimdon of the Initld Term, W s Agreement aulomadcdly renew for Me identical term al the Initial Tenn at Ma then lariffed err accent rates unless either parry provides notice at intent to terminate the
Agreement at least Mirry (5g} days pior to Me end of Caen wnent tens.
4. Fees and Chsrget. The charges and fees fu Trl West Services are celegodzed on the applicable Service Order Form es: (t}'MonMry Retuning Charges' and (2)'Nan-Recurring Charges.' Rearring Charges are billed monthy to Customer. Non-
Recurdng Chargra shall be billed as they ocaw. All Charges will begin [a accrue at Cre Gme such Servlces here peen installed and made available to Cuslamer [see 3j, Any appicaWe federal, crate err [Deal use, a:der, sales or oMer pririege taxes,
dudes, a dmllar fieNlities, charged [a a agalnd Td West a Customer because of Cse Service and equlpmenl fumiahed by Tel Wed, shad be paid by Customs[. Customer will rid he billed for [axes a tees haled an Tel Wecfe Income. In addi4on. Tel
Well may hit Customer for otlter legdly applicable charges intludmg, but riot [ImiteO m, Federal Access Chargef Federal End Uaer Common Une Charge (EUCL}, Pre-wbsaibed Inter-Exchange Carrier Charge (PICC), Local Number Portadlity Charge
(LNP), Federd and Smte VnNereal Service Fund (USE}, Primary Inter-Exchange Gardar Charge (PIC) and Coal of Access Surcharge (COA}. The charges For the Services, not indudng the tares end regulatory charges, shall he refened to as the
'Rete(s}'. The Raley set out on the Cudomera 5ervke Order From will vary depersding on Customers Initial Tartu cammifineM antl do not Indude Earea and triter regulatory charges. Td Wes[ also offers additional Servlce features that may be
ordered, Per an addi9arsal cest after Services are initidly instated. Customer will be Gable to aA reasonable drarges, inetudng, bed notdmtted to attorneys' fees and cools, Mwned by Tel West W enforce the terms of this Agreement or due to Cudomers
non-compianx with the farms herds.
5. Payment. Customer nil be invdced monthly Customer's fire[ imrdce will Indude dl Non-Retorting Charges, Monihty Rewiring Charges fa Me drat full mantlt. any additional Gherges inarred as a resod of Customerr cpedet requesla (such as
expedRe chargec) and the pea-raletl amount for Services provided during Installation. Customer spew to pay all charges within lvrenry days of the date a! Tel Weal imolce to Cuelomer ('Due Defer, erduding charges vAtich Customer disputes in a
dmery manner in good faith end in auartlance wits rite depute prwisianc cal forth In this Apeemenl. Cualomer shall pay Tel Weal interest on undisputed amwnle'rf payment Is made ader rite Due Date. The Intaresl rate hill be one acrd a hall percent
(1 K%) per monM or the maximum [de alovred allowable bylaw. If Customers check Is caromed for non-DaYment Cuslamer sell be died a velum check fee of twenty-five ddlars (525). Tel Wes! reserves the tight to till Customer retroactivey tar any
Services Customer received which TeI Weal pevloudy had no[ billed. Subject [o any appli®ble slate a federef regulatlenr, Tel Weat may not ha odigated to transfer bansportable, log-free, focal or other numbers to another carder i1 Cudomer hae en
outstandnp balanu-
6. Interruption of Service Credit. Far an Inlenuption of Service (lmerruption), the IiaWfiH, If any, of Td West etla{ng out of or in anyway canneded with any defect, error, amladon, delay, mislake. inlenup4on, suspension. or other failure in connection with
furnishing services. fadfities, or maintenance, shad In no event exceed an amount equipment to rice propordanate charge to Customer for the affected Service for Me time period during wfiich the fnterrup4on acwrred. Tel Wect shell not he Gable, nor
shall any aedil be given to a Customer, fa any lnterrupdon of leas than Twenty-Four (2/)hairs which is: 1) caused by Me wilHulness or negligence of a MYd-party or any other entity other than Tel Wes[; 2} due [o Palace of equipment, syelema prwlded
b1' Td Was[, Customer er arty otlrer entity and 3) during pariotla when the Customer elech [o uu Me Service on an impaired bade.
7. Tamdnation by Tel Wes[. If Cuslamer tloes rid pay ad undsputed charges by Me Due Dale, Cuslamer wdtl have tan pd} days from the Due Date to cure any late payments before Tel West may exerdsa Its right. subject [o any slate a federal
regulations, ro discers4nue prwidng the Services to Ura4umer wfdsoul notice. Tel Weat reserves Coe tight ro terminate this Agreement if ft de[erminea, in He reasonable judgment that i will no[ wntinue to provide such Seevices under this Apeemenl. In
Mat event, Td West wfll provide no leas then Mirty {3gJ days prior no4ce of such termination.
8. 7erminetion by ENher Patty. ENher Parry shall have Me tight [c [enninate tNa Agreement witisout tiabiTriy, irsdudnp EariY Temlina4on Gherges. (1) Ii Tel Wert is prohihded from fumlahing Me Servkes(c} under Mls Apeemenl, fi} fl amy maeral rate or
term conlefned herein is substentialty changed by order of Me highest court of canpeten[judadicdon to wNdr the matter is appealed, Me Federal Commuticetiona Commission, or after local, Stale, err Federal gwemmem aulharity or dip upon expiration
of Me initid Tenn Commihnerd if rite oCser parry provides ttridy (3g) days written notice no9fice
9. Early ierminalbn [Stages. If a Service err Mis Apeement is terminded prior to Me end of Me Iri6al Term. wen, commenting an the effective dale of web lerminatlon, Cuslamer will be wbjed to early termination charges equal fo one hundred percent
(1gg4i} of ffie monthly rewrring charges times Me number d mordhs remaining in Me Term Commtiment plus any wvWad indalladan charges end discounts from Td West standard rates rimes Me number aF manMs of dacounl applies {-Early
Terminatlm Charges'J. Customer agrees to pay eX suds Eedy Termination Charges wiMin 30 days a1 Customers notice of termination or Immeddely upon wrlden receipt of Td Wes[ lea[ imdce to Cuslamer ('Find fmdce'-) All requests fo terminate
Services must be received, In writing to Td West thirty (3g}days prior to tise termtnetlon eNectlve dale. Aminimum of thirty l36) days will ahvays he biled from Me date Mal termination notlce is aubmirtetl.
7g. Most Favored Peking. If the Ideal Term is for 60 morrMS tr more, the Services have been effective for twenty-four {24} manMa or more, and Cuatomn provides Td Wed,wd, a bona fide, written quote from a wmpetltve btu !or the identical 3ervieea
with the same terms as provided pumuanl to Otis Master Apeemen[ and al Addendums, Td Weal will offer rise Services at Me'cemDadtrve'rale torthe remainder of rise Term Commibned. Identical; as used herein, is m be nenovAy construed to mean
Me Services and all terms must be Me acme in all material respects. TeI Wert has lvrenty ewe {25) days to meet err heat Ma cempadW a firm's offer. If for any reason Tel Wes[ fails [o provide Me Services al Me lower rate, Customer may lerminete the
Services, Heeler Apeemen[ and all Addenduma rich no early termination charges.
11. Bill Disputes. Cusromer's blllirtg disputes er reRues[ fer adjustments, together wIM all suppoding dowmentetlon, must he metle in good faith, end must be received in writing by Td Wes[ wiMin Mirty (30) days from Me dale of Me imdce. or Custamei a
right to rdae such biding dispues is waived. Customer dsell othersse timely pay any undspuled amount If Tel Wes[ defenninea Mal a dlaputed chvge xas Mlletl in error. TeI Weal will issue a credit to reverse Ne amount that was incvnectly billed- If
Tel Wert determines Mat a deputed dtarge was tided correcCy, Tel Weal %1 Inform Cudomer of such de[erminetlon and provide Gustamer proof o1 correct piling. If Customer tires not accept proof v1 definitive, the depute wid be escalated fa en afdce[
review8esdution wIM Td West and Customer in accordance xiM Mis Apeement. In Me event Nat Me escalated depute la resolved against Cudomer, or in Me event Mal Cuslamer accepts Me foregoing proof as definitive (a It Cuslamer fads to noSry
Tel Wes[ within Midy (50}days Mat Customer does not accept proof ea defirriW eA Cuslamer shall pay rise previously deputed amount srlhin ten (I6) days Merealaer.
12. Resolution of Disputes. Except as otherwise provided herds, any depute, controvemy or ddm (indNidueB end edtedHey a'Dispufe~ aridng under tide: apeement shall be resolved in accordance vriM Me procedures sd forth here[n. In Me ovem o[ a
Oiepute, acrd upon the swinen request of either Party, each of Me Pardee shill appoint wi1Nn rive (d} Sudneaa Daya alter a partys receipt of such request, a designated represen[atjve who has authority ro selde Me pispule and wlro is al a higher level of
manegamenl Man Me persons wits direct reaponddlriy for admlristra4on d Chia Agreement The desgnated representa4vea shell meal ea often w Mey reasonably deem neceuery in order to dsctwa Me Dispute and negotiate in good faith in en effort
to reaoWe such DFspule. The apedfic formal fa wW dsaudana wig be left to Me dacretion of Me designated representatives; however, all reasonable requests far relevant intorme4on made by one party to Me other shall be honored. It Me parties are
unable to resoke issues related to a 0(spule ssilh In thirty (3g) days offer a party's request is made far eppdnlmen[ of deeipnated represenFativec ez cat Fodh shove, eiMer Party may seek any label to which H Is entitletl to under Appdcahle Lew.
13. Upgmdes and Downgmdaa. An Uppade is defned es a dsange to Cudomere existing Services Mal may read) in an inaease in Cuelomere monthly Recurring Charges and !or Non-Recurring Charges. if Customer uppades Services. Early
Yerminadon Charges will net be aseeesed. However, Customer still be required to pruchase Coe upgrade fw a term cammltment drat errands et fecal to the end of Customers exishng term. A {)ownpade is defined as a drange m Customers ealadng
Services or partial dacenned Mat results in a decease in Customer's MonMly Recmring Charges. If Customer dovasgwdea Services before Me end of Tenn Gommifrnent and Crc Downpade results in more Man a fifteen percent{15%} deneaee In the
montlsry recurring charges on Me cancelled Services, Eedy Tertninatlon Charges may epplf. Thirty (3g) days xritten prior naGce is required For ml downpadea. Any downgrade of a Service musE have a Term Commitment Mat extends at least W the end
of Cualomer'a existing Term Commitrnent.
14. TeI Weat Owned Gusmmer PremLre Equlpmant Equipment installed by Td West Fa perform Me Services under Mis Apeement la Me aria properly of Tel West, and is refened to as Customer Premise Equipment ('CPF7~ Td West has Me right m
maftialn, remove, replace or take any oMer action in cannecdan with Me CPE al any time fm any reaean. At att 4mes Customer shall: (t) refrmn 5om phydcelly tampering wits or modfying CPE, or auMaiaing another to do Me same; antl (2)
provide Td West wits reasonabe, wffidenl, and necessary aceeas to Customers fadGSes In order f« Td Wes! to fulfill Iffi ohligaFOna under title Apeement. Cudomer shell provide Tel West reasonable and necessary access to Tel Welts CPE at all
reasonable rimes in Me event TeI West needs !o ratrleve Ih CPE tludng, or upon Me expiretlon of IHs Agreement. Customer mso agrees to waperale w1M Yet Weal in elf communlcadons with the landlord at rise Premise if requested by Tel West, even
ader Me termination d Mis Agreement so Mat Tel Weal may rehteve phydcsl posaesalon of Me CPE. Customer shall be reaponsiNy tar any end all damage m Me CPE, caused by Cudomer a iro end-urea. FurMermore, Tal Wesl witl not be
respondWe fw arty inlerterence or intemrp4an in Services Met are rdaled to or ceusetl by CPE. Customer is reapanaide far Me iritid end ongoing configuration of arty equipment provided by Customer. t{ Me equipmentia not compatible or may not be
led wits Me Services Cuslamer hae selected, and Cudomer lenninatea Mis Apeement er Me Servlce, Cuslamer rrdl be responsible for all Nan-Rewrring Charges farthe 3ervicer Mat are noted an Curtomer's Service Order Farm, ae well as arty third-
pariy cesie Tel Went may here Inwnetl.
15. Limltatlon of Llabflery. Customers exduaNe remedies under tlsls Apeement shed he C) the terminafion rights eel fodh in Section 6, end (d) any aetlda for Outages specificelM set forts N Me Agreement. Td Wed shat sal he Salve for any o1 Me
fdlmMng: (p Me content of Me information parsing aver Td West's nalvrak; (2} unauthorized access to Customers Vanamission fatiities w [a Customer owned equipment (3) unaudsorized access or damage fo, atteradon, brad, destmction or loss of.
wstomer recortls a dale; (4J concequentiel, inddcntm, Indirect, a spadd damages, oven N Tel West Ia informed of Mdr passibility; (3J dolma far damages caused by Customer, Mrough feuN, negligence or failwe !o pedorm CualomeYe reeponsibildea;
(6) dolma against Customer by any other party: m (T) any act or omission v1 any other patty Ttrtiehing services to Customer, orihe Installation end for removal of any and all equipment wpplies by any other services prmrider, ineoned publlcatlon Ilstings
or adredcamenh of phone numbers. NolwiCtslandng the foregdng, rite 9abffity al Tel Wed, If any, for damages addng out of mistakes. ortisslons, inrempfiorra, delays, enars, a defects in Me rervice w equipment provided by Tel West ar la breach
of Me srarrentlea set torts in tltia Apeement. shed in no even[ esceed the leaser of y100,08g a We {6} months of pall montlly rewrring charges for Me Service Mat Is Me wbjed of Me claim. IF ANY LIABLITY IS IMPOSED ON TEL WEST, SUCH
LIABILITY SHALL BE LIMITED AS PROV[DED IN THIS AGRFJ=MENi, WHICH 3HP.LL 8E TEL WEST'S SOLE AND ERCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAVSED SY PERFORMANCE, NON-
PERFORMANCE, OR NEGLIGENCE OF TEL WEST UNDER THIS AGREEMENT. TEL WEST SHALL HAVE NO LUiSIUTY TO CUSTOMER OR ANY THIRD~ARTY WITH RESPECT TO ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,
OR PUNITNE DAASAGES OF A1dY NATURE OR FOR THE L033 OF REVENUE, PROFIT DATA, OR ECONOMIC LOSS OF ANY KIND FOR ANY REASON WHATSOEVER.
16. Liabfltly of Customer. In the event any ddm, demand, lawsuit er Gabgity la made or slanted against Tel WesF by any dArd-parry and the same arieea out of or it dredy a indredly related tor, or is caused by any ad or omission o1 Customer or Ira
wdomem, Men, and in sash event, Cuslamer shall Indemnity, defend and held harmless Tel Wert and its agenk and representadvea of and from any and al wch delams, demands, causes of actions antl iabiiry, indudng Me payment of Tel Welts
reasmah[e anameyk fees m tlefentl such scion. AddttionaCY, Me Cudomer ahaR rdmGrrae Td Wed for damage to Tel WesYS tadides or due to ant madunctran of any fadidea err equipment provided by an en4ry dher than Td Wesl fa the damages
to Me extent of wM payment.
17. Werranths. YEL WEST DOES NOT WARRANT UNINTERRUPTED OPERATON OF THE SERVlCE3 AND SPECIFICALLY DISCLWMS ANY OTHER WARRANTIES NOT MADE IN TH15 AGREEMENT, EITHER E%PRESSED OR IMPLIED.
INCLUDING THE WARRANTIES, OF TITLE, MERCHPNTABW TY AND FRNESS FOR PARTICVIAR PURPOSE.
18. Letters of Autlwriu0on. Customer will be required to execute a Lefler of AuMorization ('LOAD in Me event Cuafomer seeks Tal West to eel as an auMorized agent for ordering and caordnation local end long distance access dtwifs for services
oulslde of Mis Apesmenl. The LOA, wren eceraded, shall be incarporatatl into Mia Apeement by reference.
19. Deposit Tel Wed reserves Me tight to wfMhdd Initiation of Putt Implemenla4on of Me Servius until Td West free conducted a credo review of Customer. Oependng an the credl review, TeI West may require Customer to prwitle TeI Weal a security
deposit. If Cudomer is capered to provide a tlepastt, such deposit wi4 not exceed Cudomers total eatimaled charges for Mree J3) monlhe services, or the maximum emoun! alrowrd bylaw, for ell Me Services Cudomer has wits Td Wesl.
2D. Trsnslerand Assignment. Customer may not see, asaFgn or transfer any al Cudomera fights a obGgadorre under W s Agreement without Td Wester Ddar written unsent Tel West may assign aria Apeement upon nodes to Customer.
21. Force Majeure. Any delay, inlenup4on, err nonperformance of any provision a[ tWs Agreement on Me pad e[ Tel Weal caused by candtlona beyond TeI WesYs reasonable cantrd shall not unsdtufe a breach of fie Apeement end Crc Gme for
performance of wch prwisian shatl be deemed to ex4rsd for a period equal to Ma duration of rise condtlons preventing pMarmence. Such examples Indude but e[e not 8mlled tor, aria o1 god, dements, weather conditlarre, earthquakes, settlemenle. fire.
acdden[s, poser failures, cable c~lscaused hythird-parties, ech or omissions of govnrtmenlel autlwritlea, maraloriuma or Inf undlona related to conshucdan, or ehortegea of lahm end matedma.
22. InsFa]ladon Requested Inlommtian, In order to ioveall Cusloma's Servlce, Td Wetl may need Custama to provide Td West with certain Informe4an [o evade tits Servlces to be pravidoned. Cuslamer ssiA be required to provide the requested
Infermatlon in a 4mdy fashion. Time Is o[ Ma essence. [I Td Was[ does not receive rite requested information In a cemmerdmry reasonable time hams, and Cuaromer terminates fire Apeement. Customer will conSnue to be resparwihle !or all Nan-
RewMng and Early Termination Charges as applicable.
23. Prase Ralaase, Announcements end Tretlemarks. Ndther Party Nsl luue arty press release {or make any other pudic announcement) related [o Wer Apeemeatl er rite lransacdons contemplated hereby without prior approval from Me other Party-
Cuslomer isalso not ficensad to use any d Td Wests trademarks, err capydghted in[wma9on widwut the prior wNflen approval from Td Wesl.
Z4. Netlees. All notices with Me exception d'rwdces and requeda tar payment, gven In connection nits Wer Agreement shall be made in writing end tlMar dellveretl in person, or by a recognized ovemlgM courier service, or sent via first dale, postage
prepaid, certified mail, re4an receipt requeded. PJI no4cea will be sent [a the addreca set cut an the Servlce Order Four[. All notlces, indudng but not dmlled to imdces, ssig be deemed served rddire to Me dale of persona[ deINery, Me first business
day after the date noble is sent via werti(pt mat, or on Me third (3'°) husinefa day efler notice is sent vie first class U.S mail Deltrery. All notlcea to Yel West shaultl be addressed to: Tel West Network Services Corporation, PO Box 94250. Seattle
Washington 96121, attentlen Cuslamer Cere. M fegd notices and copies of notices shell be sent to: TN Wed Nelwwk Services Corporatlon, Aden4on: General Counsel. PO Box 94216. Seattle Washington 98124. The notice address as provide above
may be dtmged by written notice gHen ea provide above.
25. Governing Law. This Agreement shall be casstnred and tpvemed in accordance wits rite law and venue W King County In Me Stale of Washington.
26. Entire Agreement iMe Agreement u the complete apeement between Me parties concerting any ldecemmuticatlons series provided hY Td West hereunder, and replaces any prior oral or xriden canmunitations behveen Me parties. Except for prier
obllga9ons of confidentimity andlar nondfadosure, Mere are sat cendlions, understandings, apeemenla, repexn[atiom, or warrcndes, expressed err implied, rrltlch ere not epedfie0ln this Apeemenl.
27. AddfltoMNodification.Tfris Apeemenl ten otiy be modified by a written document ececuted b1' auMOdzed regesentalivea o1 eatl, Party. Hand ridden changes made to any earl of Cris apeement are null antl vdtl.
28. Savarshility. In Me event Mat any ai Me terms of this Agreement a Me epptlcationa at any wch term shall be Invatld by any court o1 any ternpelent jmladrAOns. the remaining terms o(Uis Apeement w their applica4on shad nor[ be a8ected thereby.
and shell remain in full lance end effect.
~Z.,Zodl Revised: July 1, 20x5
Date Initials '/ i"~~ Page 2 of 9
~~tetw~st
Tal Wsst Network Services Corporation Services Agreement
Internet Conneetlans! Data Connections! Metro Conneations Terms and Conditions
In addifipn to the General Tenns and Conditions set forth an the back of Iha Service Agreement by and between Customer and Tel West, Customer hereby agrees and understands Iha1 the fallowing terms and
conditions shall also apply wfien Customer uses any of Tel Weal's Inleme[ Services, inducting Intemet Connecipns, Dala Connections, and Metro Connections suite of products.
Aaaess Clrcult • • Tel•West will provision a telecammunicativns dreuit for Intemet Axes Sevice, from the demarcation pant' to Tel West's nearest or approved, Point of Presence (POP). Circuits are
provisioned frem Tel West or from laird-party local exchange carriers and are based on availability. Tel West will order Iha drwiE to bo lerminaled ai the demarptlan pointat Customers site unless Customer
inslruGS Tel West otherwise. Customer will be responsible for any fees charged by the Ipca1 exchangy carrier for the extension of the dreuil to another location.
IP Address Allocation and $uppart -Tel West will allarale address space to Customer forlhe duration of this Agreement. Under ARIN recommendafions, Tel West will not permit portability of Tel West IP
address space. Tel West will route IP address networks attained directly from ARIN, however, Tet West will not route IP address networks that Customer were assigned from another ISP, except when
Customer is dually homed between that particular kSP and Tel West. Tel bleat will not provide reverse resolution for more than free !24 IP addresses issued 1o Customer by ARIN, or for any IP addresses
owned by another ISP, Tel blast will sat provide private IP address subsets (RFC-1918 space) as sal aside by Iha Intemet Engineering Task Force (w,vw.ie3f.ornl. Customers are responsible for long [heir
own RFC-7978 allocafipn within their own network.
Primary and Sscondarv DN3 Support: Tel Wesl will only provide Primary or Secondary DNS to those customers that have a contractual agreement with Tel West for such Services. Tel West vri11 sat
provide Primary or Secondary DNS for ISPs, web hos8ng providers, or other telacommuninfions providers.
Service Activallon - Intemet Access Service implementation will be vomplele and billing will begin when any of the following applicable criteria have been mat:
Any Tal Wesi supplied CPE is installed and operational
IP connectivity to the Inleme) (inducting routing outside Tel West's network exists)
Tel West Network Operations verifies IP routing through a frace{nute test, via the CPE router
If Tel West registers a domain on Customer's behalf, Customer's domain is registered with Network Solutions or other applicably registrar.
Tel West supplied Primary endlor Secondary DNS are operational for Customers domain
Any required padkat filtering has bean installed in the CPE router
Billing will not ba delayed if, for any reason, any ad or omission by Customer causes a delay in ihy provision of services.
MaDapsmenl and Monitoring -Tel Wesl will ba responsible for the pn-going management and troubleshooting of all components up io the demarcation paint 2A hours a day, 7 days a wpyk, Tel West shall
be responsible for all cor~iguration, management, and troubleshooting up io the demarcation point. Customer shall tie responsible, and shall hold Tel West harmless from, any defect, failure or problem arising
from beyond the demarcation print. inducting al! equipment, cabling, software, configuration, and management.
The demarcation print is defined as either the Tel West supplied CPE in the case that Customer is leasing CPE from Tel West, or in the case Customer supplies their awn CPE or has purchased the CPE from
Tel West, the physical demarpgan of the applicable drwit.
Packet Fikering -Performance measurements or spedfications under this Agreement rip not apply to packet filtering, which are not guaranteed.
-fie demarcation point for these Services is the established main demarcation pant for the lelecommunicafians access drw+t of Customers site. Extended demarcation to anofherlocation at
Customer's site may be available of an addrGonal charge which Cusfomer must pay in advance.
Customer provided Informatlap: In order tp appropriately activate and maintain Customers service, Customer must provide Tat Wesl with the following information in a timely manner. Customer on or off-silo
wntads (including escalation lists and off-hours mntads); and all technical information reasonably requiryd by Tel West to perform Tel West's responsibilities.
Seeuri :Customer must maky any and all provision for establishing proper security for Customers Intemet or data axass service.
Manage ant and Monilorinp; Customer is responsible for managing the equipment located on the LAN side of the router ('LAN Environment'). H Tel Wyst lactates a problem beyond the demarcation point,
as defined above, Customer shall be solely responsible for fault resolution and completion. Customer shall have np remedy or claim for service outages or degradations resulting from any actions beyond the
demarcaton pant If Customer supplies its own CPE, Customer shall ensure That its equipment meets Tel West's hardware and software configuration guidylines. Customer shell be responsible for
configuraban, monitoring, and maintenance of all CPE after initial installation. Tel Wasi shall provide initial configuration of CPE purchased from Tel West, however, Customer shall remain responsible for
pngdng configuration monitoring, and maintenance, unless router maintenance services are set out in Customers Service Order Form. Customer agrees to hdd Tel Wyst harmless from any and ell damages,
claims, or (;ability immediately upon the effec5ve date of the termination or other transfer of the CPE io Customer.
IP Addrosa: Tel Wysi shall allotale address space during the installation process. 11 is required that dowmented justification tie submitted to Tel West prior to Ehe allocation of address space. The number of
IP addresses allocated will be based on ARIN guidelines and will have no impact on Customer's agreement to axep! Service. If Customer requires address space larger than a !23 (2 Class C Address Blocks)
for initial allocation, or if customers allocated address space over a 7 year period exceeds a 122 (4 Class C Address Blocks), Customer must petition ARIN for Their own diced allocation. Upon lemrinetion
Customer shall ba required to forfeit any allocated address space givon to wstomer by Tet blast to Tel West, and provide Tel West with authorization to release Customers address space.
Network Pericrmanae MeasuromeMs:
Tel Wesi endeavors to maintain the following network service measurements:
Intemet Frame ATM
Availabilily~ 99.999% 99.99996 99.999°6
Median round-trip latency° 60 milliseconds 100 milliseconds 100 milliseconds
1
Packet loss
0.5% J ? N ~~Ai t3p ':Y ~ '
, ,n
~
Delivery Rate ~ ~`~~ 99.9% CIR s 99.9°,6
SCR r
99 h pan-C1R 99,6 non-SCR
zlntemet Availability is defined as thy ability for Tel West's customers to exchange Vaffic from their netvwrk, across Tel Weal's network to Tel Weal's Intemet peering prints- Frame and ATM
availability only covers Inleri.ata Services and indudas on-net ports and PVCs. Inlemyl, Frame and ATM availability era all measured from the point of egress an Tel West's network. Availability
of axess through the CPE is not guaranteed unless Tel West providos Managed Router or Managed Firewall service, in which cosy availability of access through the CPE is guaranteed under the
terms pf the Managed Router or Managed Firywall service. Avaiiabiliry of access through the local bop 1p Tel Weal's netvrork is not guaanteed, unless Tel West provides the local loop engrety on
Tel West's awn fadlities.
3Median round-trip latenry -Tel West uses 'median' rather than 'mean' {average) because it provides a more accurate network performance parameter that is sat affected by performance
anomalies. The median number will be determined bf' evaluating samples taken throughout Iha calendar month, measuring tharound-trip times within the Tel West Network.
"Average packet loss will be r~lculated by evaluating samples taken from tests run between Tel West's network core hubs over the course of a calendar month.
s Not applicable to 1) PVCs with GIR! SCR less than 25% of port speed a 2) port oversubscribed by more than 217x96
Outage Credits
Customer will be eligible to receivy a credit far any outages that Customer experiences due to unavailability of the Sa[vice or when the Customer experiences nwre than 20% padcel loss within Tel West's
nelwarfc. In order to receive an outage kredit Customer must open a trouble tidcyt with Customer Care- Credits will be given based upon the outage time recorded in the applicable trouble ticket. Customer will
be eligibly for a credit on Customers invoice based upon the following sdtedule: if the outage is greater than 20 minutes, but less that 4 hours, Customer will be eligible for a credit equal to ihy value of one
days' Service; 'rf ttte outage is for greater than 4 hours in duration, Customer will be eligible for a aedi[ equal to the valve of two days' Service. 'The maximum credit available in any calyndar month is 50 % of
the monthly recurring charges for the affected Service. Customer will no[ receive outage uedils attributable l0 7) planned, scheduled or routino maintenance; 2) any Customer-owned or -0rdered telephone
company drwits; 3) Customer's local loops; 4} a teult in Customers applieafions, equipment, or (ed)ifies; 5) ads or omissions of Customer, or any user of the service authorized by Customer; 8} reasons of
Force Majeure (es defined in the General Tenns and Conditions of the Service Agreement); or l} any iniemet aaeess or related problems beyond the demarcation print of Tel West's Internet peering points.
This shall be Customers sole and exclusive remedy and Tel West's sole obligation with regard 1o any outage uNess otherwise expressly noted in the Agreement.
Re ueal n a Cred[t: To receive a credit, Customer must contact Tel West's Customer Care Center within five (5) tlays of the outage, and provide the Customer Care representative oath the following
information:
1. Customers company name;
2. Su[fident infomtatlon which will allow Tel Wes[!o contact Customer;
3. The date(sy and dura4on(s) of events; and
4. The Tel Weal trouble ticket numbers Customer has been given by Tel West Customer Care that was assodated with the outage.
Upon Tel West's aria determination Ihet an outage took place, Customer will receive the appropriate Outage Gedit
Updated: July 1, 2005
Date 2.2c7•o Initials J Page 3 of s
~~telwest
The following addition or modifications to that Commercial Masker Service Agreement ("MSA")
between Tel West Network Services Corporation ("Tel West") and City of Corpus Christi
("Customer"), effective as of December 17` , 2007, (the "Effective Date") are agreed to, and
entered into, as of the Effective Date.
The following are modifications to the Tel West Network Services Corporation Services
Agreement General Terms and Conditions.
Section 3 -Upon expiration of the Initial Term, this Agreement automatically renews on a month-
to-month basis, unless either Party provides notice of intent to terminate the Agreement at least
thirty (30) days prior to the end of the then current term. A month-to-month basis may be
terminated only by providing not Eess than thirty (30) days written notice.
Service Level As~reement - In the event Customer experiences nonperformance of any of the
products and services provided pursuant to this Agreement caused by conditions within Tel
West's reasonable control (a) for more than twenty-four (24) consecutive hours, or (b) within any
three {3) month period more than three (3} outages that exceed six {6) hours, and Customer
timely notifies Tel West of the nonpertormance, Customer shall have the right to terminate the
Agreement without liability including any Early Termination Charges.
Section 9 -Early Termina#ion Charges. If a Service or this Agreement is terminated prior to the
end of the Initial Term, then, commencing on the date of such termination, Customer will be
subject to early termination charges equal to one hundred percent (100%} of the monthly recurring
charges times the number of months remaining in the Term Commitment, plus any waived
installation charges ("Early Termination Charges"). Customer agrees to pay all such Early
Termination Charges wi#hin 30 days of Customer's notice of termination or immediately upon
written receipt of Tel West last invoice to Customer {"Final Invoice"). All requests to terminate
Services must be received, in writing, to Tel West thirty (30} days prior to the termination effective
date. A minimum number of thirty (30) days will always be billed from the date that termaintion
notice is submitted.
Section 16 -Removed
Commercial Master Services Agreement Addendum
MSA #
Section 25 -This Agreement shall be construed and governed in accordance with the laws in the
State of Texas.
i2•?,~ •o~
Date
Gc~.c k n~ . G''ltij I~-t ~.h ~
Sig ature: Customer
Customer Printed Name and Title
Date Tel West Printed Name and Title
Signature: Tel West President or Sales Director
Commercial Masker Services Agreement Addendum Page 1 of 1