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Home My WebLink AboutC2019-139 - 3/26/2019 - Approved 410 Quote/Order ID: 210720 TpCOMMUNICATIONS • Service Agreement CITY OF CORPUS CHRISTI TPx Communications will provide Customer with the specified type and amount of Services at the rates, and terms and conditions listed below and on the Rate Schedule(s)that follow,and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed on the Telecommunications Account Agreement(TAA)/Master Service Agreement(MSA)and any related Addendums that follow that govern this Service Agreement. For any Access, MSx,and/or UCx Service listed below that is being added to Services currently provided to Customer at the below referenced Service Location,a new Service Term(as provided in the Term Length below)shall apply to any such Service. Federal,State and Local Taxes and Other Charges will be applied in accordance with the definitions stated at www.tpx.com/rates. The term for service(s)being ordered is 36 months. ("Term") RS Non- Title Address Recurring ID Recurring 3886851201 Leopard St, Corpus Christi TX 1201 Leopard St,Corpus Christi,TX 78401-2120 $11,545.00 $5,361.08 388687 2406 LEOPARD ST,CORPUS CHRISTI TX 2406 Leopard St, Corpus Christi,TX 78408-3710 $500.00 $733.02 391227 T(0 N CHAPARRAL ST,CORPUS CHRISTI 120 N Chaparral St,Corpus Christi,TX 78401- 2802 $4,395.00 $1,668.02 Sub Totals $16,440.00 $7,762.12 Installment Payment Amount of Non-Recurring charges included in Installment Payments(36 months) ($16,440.00) Estimated Monthly Installment Payments $500.14 Total Non-Recurring Charges $0.00 Total Monthly Recurring Charges $8,262.26 kms,,,, . fF)41t, 1 . 30. Li Agreed by:Customer Signature Date Y.,l f �.P[f cc,4r &•C '(1am-l.ia.( Se fut..CS Customer Name (Print) Title Alicia Woo 512-735-7306 Sales Representative Name Phone 01/30/2019 Agreed by:Sales Manager Signature Date ATTEST: h . • . ( v040117 RE:ECCA HUERTA CITY SECRETARY proved as to f m:_1 .1 031 ) XU t NUnNc... Situd ST COUNCIL Assistant City Attorney C2019-139 _ L ab For City Attorney 3/26/19 : g AflerServin _-1&inline=l SECIN'TARr 1/9 ENVRes. 031710 1/3 TPx Communications ENV4 1 1/31/2U1 5:4U:1U PM UTC; "r A ISI I F n TPX Rate Schedule#388685 Quote ID:210720 1201 Leopard St, Corpus Christi TX 1/24/2019 CITY OF CORPUS CHRISTI Good through:2/23/2019 Address:1201 Leopard St,Corpus Christi,TX 78401-2120 The term for Service(s) being ordered is 36 months("Term"). SmartVoice Trunking(Install) Description Qty Each Usage Type NRC MRC 2500 T-Pack Minute Bundle 80 $70.00 - xNet - $5,600.00 Non-Standard Discount 80 ($35.00) - xNet - ($2,800.00) Abbreviated Dialing 1 $0.00 - xNet - $0.00 Call Paths-SmartVoice 184 $12.00 - xNet - $2,208.00 Non-Standard Discount 184 ($8.00) - xNet - ($1,472.00) PRI SmartVoice 184 $0.00 - xNet - $0.00 Tier A Equipment 1 $19.00 - xNet - $19.00 Caller ID(Inbound-Name& 1 $0.00 xNet $0.00 Number) DID Numbers(block of 20) 8 $5.63 - xNet - $45.00 DID Numbers(sold in blocks of 20)-Setup 8 $44.16 - xNet $353.25 - Charge Non-Standard Discount 8 ($44.16) - xNet ($353.25) - End User Connection Charge 184 $2.37 - xNet - $436.08 (EUCC) Enterprise Trunking 1 $50.00 - xNet - $50.00 Enterprise Trunking-Setup 1 $150.00 - xNet $150.00 - Charge Non-Standard Discount 1 ($150.00) - xNet ($150.00) - Expedite-Customer Paid 1 $500.00 - xNet $500.00 - Outbound Calling Line ID - (Name&Number) 1 $0.00 - xNet $0.00 $500.00 $4,086.08 ITPx Data Service(Install) Description __—Qty Each Usage Type NRC MRC I Data Only Service 1 $0.00 �_— - xNet $0.00' 15M Port 1 $474.75 - xNet - $474.75 Non-Standard Discount 1 ($208.62) - xNet - ($208.62) 15M Tier 3 Access(lCB ' Code:NS_RO) 1 $1,783.87 xNet $1,783.87 i 1 Non Standard Discount 1 ($1,500.00) xNet - ($1.500.00) s No Data Service Required 1 $0.00 xNet $0.00 1 https://dash.tpx.com/ribeye/service/file?id=811491&deleteAfierServing=l&inline=l 2/9 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 400 Data Only Service-Setup 1 $500.00 - xNet $500.00 - Charge Non-Standard Discount 1 ($500.00) - xNet ($500.00) - __ $0.00 $550.00 MSx WAN(Install) Description Qty Each Usage Type NRC MRC PQE Code: 277124 MSx WAN Service 1 $0.00 - MSx - $0.00 Inbound Internet Failover- Block of 16(13 usable) 1 $50.00 - MSx $50.00 Inbound Internet Failover -Non Recurring Charge 1 $50.00 - xNet $50.00 Non-Standard Discount 1 ($5.00) - xNet ($5.00) - MSx WAN Optimum 1 $0.00 - MSx - $0.00 MSx WAN-Optimum 2000M 1 $675.00 - MSx - $675.00 Multi Services Router 2000 1 $11,000.00 - xNet $11,000.00 - Multi Service Router- Optimum Prof Installation 1 $750.00 - xNet $750.00 - Non-Standard Discount 1 ($750.00) - xNet ($750.00) SmartVoice-Related 1 $0.00 - MSx $0.00 Voice Service TPx Provided DIA 1 $0.00 - MSx - $0.00 $11,045.00 $725.00 https://dash.tpx.com/ribeye/service/file?id=811491&deleteAfterServing=1&inline=1 3/9 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC TP)' Rate Schedule#388687 Quote ID:210720 2406 LEOPARD ST, CORPUS CHR/STI TX 1/24/2019 CITY OF CORPUS CHRISTI Good through:2/23/2019 Address:2406 Leopard St,Corpus Christi,TX 78408-3710 The term for Service(s) being ordered is 36 months("Term"). SmartVoice Trunking(Install) Description Qty Each Usage Type NRC MRC Abbreviated Dialing 1 $0.00 - xNet - $0.00 Call Paths-SmartVoice 46 $12.00 - xNet - $552.00 Non-Standard Discount 46 ($8.00) - xNet - ($368.00) PRI SmartVoice 46 $0.00 - xNet - $0.00 Tier Z Equipment 1 $0.00 - xNet - $0.00 Caller ID(Inbound-Name& 1 $0.00 xNet ei $0.00 DID-On-Net( Up to 100) 3 $0.00 - xNet - $0.00 End User Connection Charge (EUCC) 46 $2.37 - xNet - $109.02 Enterprise Trunking 1 $50.00 - xNet - $50.00 Enterprise Trunking-Setup 1 $150.00 xNet $150.00 Charge Non-Standard Discount 1 ($150.00) - xNet ($150.00) - Expedite-Customer Paid 1 $500.00 - xNet $500.00 - Outbound Calling Line ID 1 $0.00 xNet $0.00 (Name&Number) - -- ----------------- --- -- $500.00 $343.02 TPx Data Service(Install) Description pP Qty TT Each Usage Type NRC MRC Data Only Service 1 $0.00 - xNet $0.00, 3M Port 1 $205.73 - xNet - $205.73 3M Tier 3 Access 1 $327.61 xNet - $327.61 Non-Standard Discount 1 ($143.34) - xNet ($143.34) No Data Service Required 1 $0.00 - xNet $0.00 l - Li Data Only Service-Setup 1 $500.00 xNet $500.00 -! Charge r - l Non-Standard Discount 1 ($500.00) - xNet ($500.00) - I $0-00 $390.001 https://dash-tpx.com/ribeye/service/file?id=811491&deleteAfterServing=1&inline=1 4/9 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 460 ..... TPX Rate Schedule#391227 Quote ID:210720 120 N CHAPARRAL ST, CORPUS CHR/ST/TX 1/24/2019 CITY OF CORPUS CHRISTI Good through:2/23/2019 Address:120 N Chaparral St,Corpus Christi,TX 78401-2802 The term for Service(s)being ordered is 36 months("Term"). SmartVoice Trunking(Install) Description Qty Each Usage Type NRC MRC Abbreviated Dialing 1 $0.00 - xNet - $0.00 Call Paths-SmartVoice 46 $12.00 - xNet - $552.00 Non-Standard Discount 46 ($8.00) - xNet - ($368.00) PRI SmartVoice 46 $0.00 - xNet - $0.00 Tier Z Equipment -_ 1 $0.00 - xNet - $0.001 Caller ID(Inbound-Name& Number) 1 $0.00 xNet $0.00 DID-On-Net(Up to 100) - - 6 $0.00 - xNet - $0.00 End User Connection Charge (EUCC) 46 $2.37 - xNet - $109.021 Enterprise Trunking 1 $50.00 - xNet - $50.00 Enterprise Trunking-Setup Charge 1 $150.00 - xNet $150.00 Non-Standard Discount 1 ($150.00) - xNet ($150.00) -I i Expedite- Customer Paid 1 $500.00 - xNet $500.00 Outbound Calling Line ID I (Name&Number) 1 $0.00 xNet $0.00 $500.00 $343.02 WAN(Install) ..�.....o,._M�.......�.....,�..._..,.m..,�...._,._.____.....�.,�....._...�.p..�.....",.�i MSxPQECode: 277130 Description mmm Qty Each Usage Type NRC MRC j I _ -1 MSx WAN Service 1 $0.00 - MSx - $0.00 Inbound Internet Failover I L Block of 8 (5 usable) 1 $25.00 - MSx - $25.00 Inbound Internet Failover- i Non Recurring Charge 1 $50.00 xNet $50.00 ' --I Non-Standard Discount 1 ($5.00) - xNet ($5.00) • - MSx WAN Optimum - 1 $0.00 - MSx - $0.00 MSx WAN-Optimum 1000M 1 $500.00 - MSx - $500.00 I Multi Services Router i 1000 1 $3,850.00 - xNet $3,850.00 Multi Service Router- Optimum Prof Installation 1 $750.00 - xNet $750.00 - https://dash.tpx.com/ribeye/service/file7id=811491&deleteAfterServing=1&inline=1 519 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC Non-Standard Discount 1 ($750.00) - xNet ($750.00) - SmartVoice-Related Voice Service 1 $0.00 - MSx - $0.00 TPx Provided DIA 1 $0.00 - MSx - $0.00 $3,895.00 $525.00 TPx Data Service(Install) Description Qty Each Usage Type NRC MRC Data Only Service 1 $0.00 - xNet - $0.00 1G Port 1 $3,355.96 - xNet - $3,355.96 Non-Standard Discount 1 ($3,000.00) - xNet - ($3,000.00) 1G Tier 1 Access(ICB Code:NS_RO) 1 $519.98 - xNet - $519.98 Non-Standard Discount 1 ($75.94) - xNet - ($75.94) No Data Service Required 1 $0.00 - xNet - $0.00 Data Only Service-Setup Charge 1 $500.00 - xNet $500.00 - Non-Standard Discount 1 ($500.00) - xNet ($500.00) - $0.00 $800.00 https://dash.tpx com/ribeye/service/file?id=811491&deleteAfterServing=1&inline=1 6/9 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC INSTALLMENT PAYMENT DETAILS Charge Description Monthly Payment Amount* Selected Term(months) DID Numbers (sold in blocks of 20)-Setup Charge $0.00 36 Expedite-Customer Paid $15.21 36 Multi Services Router 2000 $334.64 36 Inbound Internet Failover-Non Recurring Charge $1.37 36 Expedite- Customer Paid $15.21 36 Expedite-Customer Paid $15.21 36 Multi Services Router 1000 $117.12 36 Inbound Internet Failover-Non Recurring Charge $1.37 36 Total of Monthly Payment Amounts $500.14 *Initial monthly installment payment amounts may vary based on rounding. **Total of installment payments will be different from the NRC cash price. NRCS NOT INCLUDED IN THE INSTALLMENT PAYMENT PLAN Charge Description NRC Amount Total of opted-out NRC Amounts $0.00 Currently there are no opted-out NRCs. https://dash.tpx.com/ribeye/service/file7id=811491&deleteAfterServing=1&inline=1 7/9 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 4110 illi 11_PMaster Service Agreement Must include Service Agreement This Master Service Agreement(referred to as"Agreement'or"MSA")is made by and between U.S.TelePacific Corp. and/or its affiliated companies ("TPx Communications",also referred to as"our, us,we"),and the Customer described below("Customer also referred to as"you, I"),pursuant to the TPx Terms and Conditions,to which you agree and which are included in summary herein (available in full at www.tpx.com/terms). CITY OF CORPUS CHRISTI Company Legal Name (Individual if Sole Proprietorship Doing Business As(DBA) Legal Composition: [ ]Corporation [ ]General Partnership [ ]LLP[ ]LLC( ]Sole Proprietorship State Organized 1201 Leopard St Corpus Christi, TX 78401 Billing Address Section 2 Terms and Conditions Summary. This Agreement you are signing with TPx includes the Terms and Conditions set forth on our website at www.tpx.com/terms,which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. 1. General—This section defines the Services for which you are contracting,how the prices for those Services are determined, special conditions for rates and fees,such as expedite fees,how the rates,terms and conditions may be changed during the contract Term and any rights you have if those changes occur. 2. Term, Billing and Payment—This section covers when the Agreement becomes effective,when the Term starts and renews,how additional Services, if any,are handled, how billing will occur and what is included, how a deposit may be required,what happens if you delay acceptance of the Services,when payment of Invoices is due, how Invoice disputes are handled, late payment fees, actions that may result from late payment or non-payment and the charge for returned checks. 3. Customer Obligations—This section covers equipment for use with our Service and your message content,for compliance with our Acceptable Use Policy(which may change during the Term),for securing your own network against unauthorized use and access and that you have no right to rely on any oral or written statements of our employees contrary to the Customer Obligations Terms and Conditions.Also included is your responsibility to pay any 3rd party vendor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with your current carrier(s). 4. Termination—This section states the rights and duties related to termination of Services or the Agreement,the renewal of the Term, the fees charged for cancellation of an order for Services before the commencement of a Term,how a"material breach"of the Agreement is handled, and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and how it is calculated. 5. Warranty,Disclaimer,Limitation of Liability and Indemnity—This section limits your rights to impose liability for certain damages on us, disclaims certain implied representations and warranties, provides credit allowances under certain conditions for interruptions of Service and outages that you may claim, and defines your obligations,and ours,with regard to indemnity and defense of certain claims. 6. Resolution of Disputes—This section REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. 7. Miscellaneous Provisions—This section controls assignment and transfer of the Agreement and Services under it,the law applicable to the Agreement,the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits, and any changes not signed by both you and us,what happens if any provision of the Agreement is found to be invalid or unenforceable,whether the headings of the sections and paragraphs are part of the Agreement,the effect of non-enforcement of any provision of the Agreement,how we will give notice under the Agreement to each other,and a time limitation for the bringing of an action under the Agreement. https://dash.tpx.com/ribeye/service/file?id=811491&deleteAfterServing=1&inline=1 8/9 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 8. Service Guarantee—This section providdou with an alternative to continuing with our Ser4 under the Agreement under certain conditions. Section 3 Acceptance BY PLACING YOUR INITIALS IN THE SPACE(S) PROVIDED,YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE FOLLOWING ON THE DATE ENTEREDBY YOU BELOW ✓ lyiti6 FULL TERMS AND CONDITIONS SET FORTH �( AT www.tpx.com/terms ✓ Initial911 FOR SMARTVOICE ADDENDUM SET FORTH AT www.tpx.com/wp-content/uploads/2017/03/911-for- SmartVojce-Addendum.pdf Initial E911 FOR VoIP SERVICES ADDENDUM SET FORTH AT www.tpx.com/E911-VOIP-Addendum.pdf ✓ l i• EQUIPMENT ADDENDUM SET FORTH AT www.tpx.com/Equipment-Addendum.pdf I /t/ MSx BACKUPS ADDENDUM SET FORTH AT www.tpx.com/MSx-Backups.pdf Initial MSx ENDPOINTS ADDENDUM SET FORTH AT www.tpx.com/MSx-EndPoints.pdf Initial MSx FIREWALL ADDENDUM SET FORTH AT www.tpx.com/MSx-Firewall.pdf Initial MSx OFFICE 365 ADDENDUM SET FORTH AT www.tpx.com/MSx-Office-365-Addendum.pdf ✓ MSx SERVICES ADDENDUM SET FORTH AT www.tpx.com/MSx-Services.pdf ✓ jl • l MSx WAN ADDENDUM SET FORTH AT www.tpx.com/MSx-WAN.pdf tni/al UCx ADDENDUM SET FORTH AT www.tpx.com/UCx- Addendum.pdf ✓ / SERVICE LEVEL AGREEMENTS(SLA) SET FORTH ATwww.tpx.com/sla By signing below,the person signing on behalf of Customer personally represents and warrants to TPx that he or she has the authority and power to sign on behalf of Customer and bind Customer to this Agreement(and the Terms and Conditions incorporated by reference). TPx agrees to provide,and the Customer agrees to receive and pay for,those services at locations set forth on the Service Agreement(attached),including any services on subsequent Service Agreements and subsequent changes as long as those changes meet TPx's minimum requirements. THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. This Agreement shall become a binding contract upon execution by Customer and acceptance by TPx. x 1 30. 1 9 Agreed by: Customer Signature Date YAW �Ptrec EDf c f tianci 4,( Customer Name (Print) Title Alicia Woo 512-735-7306 Sales Representative Name Phone v011619 https://dash.tpx.com/ribeye/service/file?id=611491&deleteAfterServing=1&inline=l 919 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC --•-•�•�.•••r. VII I v. VVI\. VV V111\IV 11-� Quote/Order ID: 212168 TPX .NCA Service Agreement CORPUS CHRISTI, CITY OF TPx Communications will provide Customer with the specified type and amount of Services at the rates,and terms and conditions listed below and on the Rate Schedule(s)that follow,and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed on the Telecommunications Account Agreement(TAA)/Master Service Agreement(MSA)and any related Addendums that follow that govern this Service Agreement. For any Access,MSx,and/or UCx Service listed below that Is being added to Services currently provided to Customer at the below referenced Service Location,a new Service Term(as provided in the Term Length below)shall apply to any such Service. Federal,State and Local Taxes and Other Charges will be applied in accordance with the definitions stated at www.tpx.com/rates. The term for service(s)being ordered is 36 months. ("Term") RS ID Title Address Non-Recurring Recurring 391398 5352 AYERS ST,CORPUS CHRISTI TX 5352 Ayers St,Corpus Christi,TX 78418-2104 $945.00 $982.12 Sub Totals $945.00 $982.12 Installment Payment Amount of Non-Recurring charges included in Installment Payments(36 months) ($945.00) Estimated Monthly Installment Payments $28.75 Total Non-Recurring Charges $0.00 Total Monthly Recurring Charges $1,010.87 Agreed by:Customer Signature Date Kl ktkiledinai .ncta L&ivts Customer Name(Print) Title Alicia Woo 512-735-7306 Sales Representative Name Phone Xtehi 01/30/2019 Agreed by:Sales Manager Signature Date v040117 A roved as to f m: 11gd 1 Assistant City Attorney For City Attorney https://dash.tpx.com/ribeye/service/file?id=812484&deleteAfterServing=1&inline=1 1/6 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 40 •.mow cv.. �.L MAC.LIZ 1:10/l.I I I yr l•Vl‘I-VJ Uf1RI0 I I-Vd*. TP$ Rate Schedule#391398 Quote ID:212158 5352 A YERS ST, CORPUS CHRIST/TX 1/25/2019 CORPUS CHRISTI, CITY OF Good through:2/23/2019 Address:5352 Ayers St,Corpus Christi,TX 78418-2104 The term for Service(s)being ordered is 36 months("Term"). SmartVoice Trunking(Install) Description Qty Each Usage Type NRC MRC Abbreviated Dialing 1 $0.00 - xNet - $0.00 Call Paths- SmartVoice 46 $12.00 - xNet - $552.00 Non-Standard Discount 46 ($8.00) - xNet - ($368.00) PRI SmartVoice 46 $0.00 - xNet - $0.00 Tier A Equipment 1 $19.00 - xNet - $19.00 Caller ID(Inbound-Name& 1 $0.00 - xNet - $0.00 Number) DID-On-Net( Up to 100) 3 $0.00 - xNet - $0.00 End User Connection Charge 46 $2.37 xNet $109.02 (EUCC) Enterprise Trunking 1 $50.00 - xNet - $50.00 Enterprise Trunking-Setup Charge 1 $150.00 - xNet $150.00 -, Solution Discount 1 ($150.00) - xNet ($150.00) - Outbound Calling Line ID (Name&Number) 1 $0.00 xNet $0.00 .] _e� $0.00 $362.02 TPx Data Service(Install) Description _ Qty Each Usage Type NRC MRC Data Only Service 1 $0.00 - xNet - $0.00 3M Port 1 $205.73 - xNet - $205.73 Non-Standard Discount - -- 1 ($143.24) - xNet - ($143.24)1 3M Tier 3 Access 1 $327.61 - xNet _ $327.61 No Data Service Required 1 $0.00 - xNet - $0.00 Data Only Service-Setup 1 Charge 1 $500.00 - xNet $500.00 -j Solution Discount 1 ($500.00) - xNet ($500.00) -I 1 $0.00 $390.10 _ MSx WAN (Install) PQE Code: Not Specified Description Qty Each Usage Type NRC MRC I I. MSx WAN Service 1 $0.00 - MSx - $0.00 I Inbound Internet Failover- Block of 8(5 usable) 1 $25.00 MSx $25.00' t https://dash.lpx.com/ribeye/service/file?id=812484&deleteAfterServing=1&inline=1 2/6 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 60, Inbound Internet Failover- 1 $50.00 - xNet $50.00 Non Recurring Charge Non-Standard Discount 1 ($5.00) - xNet ($5.00) - MSx WAN Optimum 1 $0.00 - MSx - $0.00 MSx WAN Optimum 1 $205.00 - MSx - $205.00 100M Multi Services Router 1 $900.00 - xNet $900.00 - 100 Multi Service Router 1 $750.00 - xNet $750.00 - Optimum Prof Installation Non-Standard Discount 1 ($750.00) - xNet ($750.00) - SmartVoice-Related 1 $0.00 - MSx - $0.00 Voice Service TPx Provided DIA 1 $0.00 - MSx - $0.00 $945.00 $230.00 https://dash.tpx.comlribeye/servicelfile?id=812484&deteteAfterServing=1&inline=1 3/6 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC (1110 1110 INSTALLMENT PAYMENT DETAILS Charge Description Monthly Payment Amount* Selected Term(months) Multi Services Router 100 $27.38 36 Inbound Internet Failover-Non Recurring Charge $1.37 36 Total of Monthly Payment Amounts $28.75 *Initial monthly installment payment amounts may vary based on rounding. Total of installment payments will be different from the NRC cash price. NRCS NOT INCLUDED IN THE INSTALLMENT PAYMENT PLAN Charge Description NRC Amount Total of opted-out NRC Amounts $0.00 Currently there are no opted-out NRCs. htlps//dash.tpx.comlribeye/service/tile?id=812484&deleteAfterServing=1&inline=1 4/6 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC frO 4 TP) IUNcArONS Master Service Agreement Must include Service Agreement This Master Service Agreement(referred to as"Agreement"or"MSA")is made by and between U.S.TelePacific Corp.and/or its affiliated companies ("TPx Communications",also referred to as"our, us,we"),and the Customer described below("Customer"also referred to as"you, I"),pursuant to the TPx Terms and Conditions,to which you agree and which are included in summary herein (available in full at wvvw.tpx.com/terms). CORPUS CHRISTI,CITY OF Company Legal Name(Individual if Sole Proprietorship Doing Business As(DBA) Legal Composition: [ ]Corporation [ ]General Partnership [ ]LLP[ ]LLC[ ]Sole Proprietorship State Organized 1201 Leopard St Corpus Christi, TX 78401 Billing Address Section 2 Terms and Conditions Summary, This Agreement you are signing with TPx includes the Terms and Conditions set forth on our website at www.tpx.com/terms,which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. 1. General—This section defines the Services for which you are contracting, how the prices for those Services are determined, special conditions for rates and fees, such as expedite fees,how the rates,terms and conditions may be changed during the contract Term and any rights you have if those changes occur. 2. Term, Billing and Payment—This section covers when the Agreement becomes effective,when the Term starts and renews, how additional Services,if any,are handled, how billing will occur and what is included,how a deposit may be required,what happens if you delay acceptance of the Services,when payment of Invoices is due, how Invoice disputes are handled, late payment fees, actions that may result from late payment or non-payment and the charge for returned checks. 3. Customer Obligations—This section covers equipment for use with our Service and your message content,for compliance with our Acceptable Use Policy(which may change during the Term),for securing your own network against unauthorized use and access and that you have no right to rely on any oral or written statements of our employees contrary to the Customer Obligations Terms and Conditions.Also included is your responsibility to pay any 3rd party vendor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with your current carrier(s). 4. Termination—This section states the rights and duties related to termination of Services or the Agreement,the renewal of the Term,the fees charged for cancellation of an order for Services before the commencement of a Term,how a"material breach"of the Agreement is handled, and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and how it is calculated. 5. Warranty,Disclaimer,Limitation of Liability and Indemnity—This section limits your rights to impose liability for certain damages on us, disclaims certain implied representations and warranties, provides credit allowances under certain conditions for interruptions of Service and outages that you may claim, and defines your obligations,and ours,with regard to indemnity and defense of certain claims. 6. Resolution of Disputes—This section REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. 7. Miscellaneous Provisions—This section controls assignment and transfer of the Agreement and Services under it,the law applicable to the Agreement,the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits,and any changes not signed by both you and us,what happens if any provision of the Agreement is found to be invalid or unenforceable,whether the headings of the sections and paragraphs are part of the Agreement,the effect of non-enforcement of any provision of the Agreement,how we will give notice under the Agreement to each other, and a time limitation for the bringing of an action under the Agreement. https://dash.tpx.com/ribeye/service/file?id=812.464&deleteAfterServing=1&inline=1 5/6 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 8. Service Guarantee–This section proviyou with an alternative to continuing with our Seas under the Agreement under certain conditions. Section 3 Acceptance BY PLACING YOUR INITIALS IN THE SPACE(S) PROVIDED,YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE FOLLOWING ON THE DATE ENTERED BY YOU BELOW ✓ /r FULL TERMS AND CONDITIONS SET FORTH AT www.tpx,com/terms ✓ Ink' 911 FOR SMARTVOICE ADDENDUM SET FORTH AT www.tpx.com/wp-content/uploads/2017/03/911-for- SmartVoice-Addendum,pdf Initial E911 FOR VoIP SERVICES ADDENDUM SET FORTH AT www.tpx.com/E911-VOIP-Addendum.pdf ✓ tjgI EQUIPMENT ADDENDUM SET FORTH Q AT www.tpx.com/Equipment-Addendum.pdf Initial MSx BACKUPS ADDENDUM SET FORTH AT www.tpx.com/MSx-Backups.pdf Initial MSx ENDPOINTS ADDENDUM SET FORTH AT www.tpx.com/MSx-EndPoints.pdf Initial MSx FIREWALL ADDENDUM SET FORTH AT www.tpx.com/MSx-Firewali.pdf Initial MSx OFFICE 365 ADDENDUM SET FORTH AT www.tpx.com/MSx-Office-365-Addendum.pdf J eI I MSx SERVICES ADDENDUM SET FORTH 11.•((�� AT www.tpx.com/MSx-Services.pdf J �ryfiy� MSx WAN ADDENDUM SET FORTH ATwww.tpx.com/MSx-WAN.pdf Initial UCx ADDENDUM SET FORTH AT www.tpx.com/UCx- Addendum.pdf ✓ "/it/j SERVICE LEVEL AGREEMENTS(SLA)SET FORTH lam) ATwww.tpx.com/sla By signing below,the person signing on behalf of Customer personally represents and warrants to TPx that he or she has the authority and power to sign on behalf of Customer and bind Customer to this Agreement(and the Terms and Conditions incorporated by reference). TPx agrees to provide,and the Customer agrees to receive and pay for,those services at locations set forth on the Service Agreement(attached),including any services on subsequent Service Agreements and subsequent changes as long as those changes meet TPx's minimum requirements. THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. This Agreement shall become a binding contract upon execution by Customer and acceptance by TPx. X d' Z—Ea .l•-- • Sn. 14 Agreed by: Customer Signature Date 6Lc Pnanfia,C ar vec ez Customer Name (Print) Title Alicia Woo 512-735-7306 Sales Representative Name Phone v011619 https://dash.tpx.com/ribeye/service/file?id=812484&deleteAfterServing=18inline=1 6/6 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 410 • Quote/Order ID: 212167 Tp i.*scA-rroNs Service Agreement CORPUS CHRISTI, CITY OF TPx Communications will provide Customer with the specified type and amount of Services at the rates,and terms and conditions listed below and on the Rate Schedule(s)that follow,and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed on the Telecommunications Account Agreement(TAA)/Master Service Agreement(MSA)and any related Addendums that follow that govern this Service Agreement. For any Access,MSx,and/or UCx Service listed below that is being added to Services currently provided to Customer at the below referenced Service Location,a new Service Term(as provided in the Term Length below)shall apply to any such Service. Federal,State and Local Taxes and Other Charges will be applied in accordance with the definitions stated at www.tpx.com/rates. The term for service(s)being ordered is 36 months.("Term") RS ID Title Address Non-Recurring Recurring 391407 1201 LEOPARD ST,CORPUS CHRISTI TX 1201 Leopard St,Corpus Christi,TX 78401-2120$0.00 $800.00 Totals $0.00 $800.00 Agree by:Customer Signature Date �ilk. . cdreSinff Customer Name(Print) rile Alicia Woo 512-735-7306 Sales Representative Name Phone A)4=,''t/ 4Q41f410,A 1, 01/31/2019 Agreed by:Sales Manager Signature Date v040117 ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 40 4 TPX Rate Schedule#391407 Quote ID:212167 1201 LEOPARD ST, CORPUS CHR/ST/TX 1/25/2019 CORPUS CHRISTI,CITY OF Good through:2/23/2019 Address:1201 Leopard St,Corpus Christi,TX 78401-2120 The term for Service(s)being ordered is 36 months("Term"). i I TPx Data Service(Install) Description Qty Each Usage Type NRC MRC I 1 $0.00 - xNel - $0.00 Data Only Service 10 Port 1 $3,355.96 xNet $3,355.96 Non-Standard Discount 1 ($3,000.00) xNet ($3,000.00) I 1G Tier 1 Access(ICB 1 $519.98 - xNet $519.981 1 Code:NS_RO) I Non-Standard I 1 ($204.74) - xNet - ($204.74) 1 Discount Internet 1 $128.80 - xNet - $128.80 IPv4-IP Address- 128 1 $0.00 - xNet _ $0.00 I Data Only Service-Setup 1 $500.00 - xNet $500.00 -I iCharge Ii Non-Standard Discount 1 ($500.00) xNet ($500.00) --- --_— $0.00 $800.00 • ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 410 1111) INSTALLMENT PAYMENT DETAILS Charge Description Monthly Payment Amount Selected Term(months) Total of Monthly Payment Amounts $0.00 Currently there are no monthly installment payments. NRCS NOT INCLUDED IN THE INSTALLMENT PAYMENT PLAN Charge Description NRC Amount Total of opted-out NRC Amounts $0.00 Currently there are no opted-out NRCs. ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 4.0 Tp commum!cArioNS Master Service Agreement Must include Service Agreement This Master Service Agreement(referred to as"Agreement"or"MSA")is made by and between U.S.TelePacific Corp.and/or its affiliated companies("TPx Communications",also referred to as"our, us,we"),and the Customer described below("Customer"also referred to as"you,I"),pursuant to the TPx Terms and Conditions,to which you agree and which are included in summary herein (available in full at www.tpx.com/terms). CORPUS CHRISTI,CITY OF Company Legal Name(Individual if Sole Proprietorship Doing Business As(DBA) Legal Composition: [ !Corporation [ I General Partnership ( j LLP[ J LLC[ j Sole Proprietorship State Organized 1201 Leopard St Corpus Christi, TX 78401 Billing Address Section 2 Terms and Conditions Summary This Agreement you are signing with TPx includes the Terms and Conditions set forth on our website at www.tpx.com/terms,which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. 1. General—This section defines the Services for which you are contracting,how the prices for those Services are determined, special conditions for rates and fees,such as expedite fees,how the rates,terms and conditions may be changed during the contract Term and any rights you have if those changes occur. 2. Term,Billing and Payment—This section covers when the Agreement becomes effective,when the Term starts and renews,how additional Services,if any,are handled, how billing will occur and what is included,how a deposit may be required,what happens if you delay acceptance of the Services,when payment of Invoices is due,how Invoice disputes are handled,late payment fees,actions that may result from late payment or non-payment and the charge for returned checks. 3. Customer Obligations—This section covers equipment for use with our Service and your message content,for compliance with our Acceptable Use Policy(which may change during the Term),for securing your own network against unauthorized use and access and that you have no right to rely on any oral or written statements of our employees contrary to the Customer Obligations Terms and Conditions.Also included is your responsibility to pay any 3rd party vendor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with your current carrier(s). 4. Termination—This section states the rights and duties related to termination of Services or the Agreement,the renewal of the Term,the fees charged for cancellation of an order for Services before the commencement of a Term,how a"material breach"of the Agreement is handled,and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and how it is calculated. 5. Warranty,Disclaimer,Limitation of Liability and Indemnity—This section limits your rights to impose liability for certain damages on us,disclaims certain implied representations and warranties,provides credit allowances under certain conditions for interruptions of Service and outages that you may claim,and defines your obligations,and ours,with regard to indemnity and defense of certain claims. 6. Resolution of Disputes—This section REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. 7. Miscellaneous Provisions—This section controls assignment and transfer of the Agreement and Services under it,the law applicable to the Agreement,the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits,and any changes not signed by both you and us,what happens if any provision of the Agreement is found to be invalid or unenforceable,whether the headings of the sections and paragraphs are part of the Agreement,the effect of non-enforcement of any provision of the Agreement,how we will give notice under the Agreement to each other,and a time limitation for the bringing of an action under the Agreement. 8. Service Guarantee—This section provides you with an alternative to continuing with our Services under the Agreement under certain conditions. ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC Section 3 Acceptance BY PLACING YOUR INITIALS IN THE SPACE(S)PROVIDED,YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE FOLLOWING ON THE DATE ENTERED BY YOU BELOW ✓ 1pit/ FULL TERMS AND CONDITIONS SET FORTH d� AT www.tpx.com/terms In ral 911 FOR SMARTVOICE ADDENDUM SET FORTH aATwww.tpx.com/wp-content/uploads/2017/03/911-for- SmartVoice-Addendum.pdf Initial E911 FOR VoIP SERVICES ADDENDUM SET FORTH AT www.tpx.com/E911-VOIP-Addendum.pdf ✓ iti EQUIPMENT ADDENDUM SET FORTH AT www.tpx.com/Equipment-Addendum.pdf ni ral MSx BACKUPS ADDENDUM SET FORTH AT www.tpx.com/MSx-Backups.pdf Initial MSx ENDPOINTS ADDENDUM SET FORTH AT www.tpx.com/MSx-EndPoints.pdf Initial MSx FIREWALL ADDENDUM SET FORTH AT www.tpx.com/MSx-Firewall.pdf Initial MSx OFFICE 365 ADDENDUM SET FORTH AT www.tpx.com/MSx-Office-365-Addendum.pdf ✓ V MSx SERVICES ADDENDUM SET FORTH AT www.tpx.com/MSx-Services.pdf ✓ Ifi�l MSx WAN ADDENDUM SET FORTH �(J ATwww.tpx.com/MSx-WAN.pdf Initial UCx ADDENDUM SET FORTH AT www.tpx.com/UCx- Addendum.pdf ✓ 46 SERVICE LEVEL AGREEMENTS(SLA)SET FORTH 3-1 ) ATwww.tpx.com/sla By signing below,the person signing on behalf of Customer personally represents and warrants to TPx that he or she has the authority and power to sign on behalf of Customer and bind Customer to this Agreement(and the Terms and Conditions incorporated by reference). TPx agrees to provide,and the Customer agrees to receive and pay for,those services at locations set forth on the Service Agreement(attached),including any services on subsequent Service Agreements and subsequent changes as long as those changes meet TPx's minimum requirements. THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. This Agreement shall become a binding contract upon executi n by Customer and acceptance by TPx. X I•%0 11 Agreed by. Customer Signature Date NL IZ t tecot rY.lxta SEfUt'c,_,S Customer Name(Print) Title Alicia Woo 512-735-7306 Sales Representative Name Phone -- x011619 -- ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC 4 Ir TPUiCATKN5 Master Service Agreement Must include Service Agreement This Master Service Agreement(referred to as"Agreement"or"MSA")is made by and between U.S.TelePacific Corp.and/or its affiliated companies("TPx Communications",also referred to as"our,us,we'),and the Customer described below("Customer"also referred to as"you, I"),pursuant to the TPx Terms and Conditions,to which you agree and which are included in summary herein (available in full at www.tpx.com/terms). CORPUS CHRISTI,CITY OF Company Legal Name(Individual if Sole Proprietorship Doing Business As(DBA) Legal Composition: [ I Corporation [ J General Partnership ( I LLP[ ]LLC[ ]Sole Proprietorship State Organized 1201 Leopard St Corpus Christi, TX 78401 Billing Address Section 2 Terms and Conditions Summary This Agreement you are signing with TPx includes the Terms and Conditions set forth on our website at www.tpx.com/terms,which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. 1. General—This section defines the Services for which you are contracting, how the prices for those Services are determined, special conditions for rates and fees,such as expedite fees,how the rates,terms and conditions may be changed during the contract Term and any rights you have if those changes occur. 2. Term,Billing and Payment—This section covers when the Agreement becomes effective,when the Term starts and renews,how additional Services,if any,are handled,how billing will occur and what is included,how a deposit may be required,what happens if you delay acceptance of the Services,when payment of Invoices is due,how Invoice disputes are handled,late payment fees,actions that may result from late payment or non-payment and the charge for returned checks. 3. Customer Obligations—This section covers equipment for use with our Service and your message content,for compliance with our Acceptable Use Policy(which may change during the Term),for securing your own network against unauthorized use and access and that you have no right to rely on any oral or written statements of our employees contrary to the Customer Obligations Terms and Conditions.Also included is your responsibility to pay any 3rd party vendor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with your current carrier(s). 4. Termination—This section states the rights and duties related to termination of Services or the Agreement,the renewal of the Term,the fees charged for cancellation of an order for Services before the commencement of a Term,how a"material breach"of the Agreement is handled,and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and how it is calculated. 5. Warranty,Disclaimer,Limitation of Liability and Indemnity—This section limits your rights to impose liability for certain damages on us,disclaims certain implied representations and warranties,provides credit allowances under certain conditions for interruptions of Service and outages that you may claim,and defines your obligations,and ours,with regard to indemnity and defense of certain claims. 6. Resolution of Disputes—This section REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. 7. Miscellaneous Provisions—This section controls assignment and transfer of the Agreement and Services under it,the law applicable to the Agreement,the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits,and any changes not signed by both you and us,what happens if any provision of the Agreement is found to be invalid or unenforceable,whether the headings of the sections and paragraphs are part of the Agreement,the effect of non-enforcement of any provision of the Agreement,how we will give notice under the Agreement to each other,and a time limitation for the bringing of an action under the Agreement. 8. Service Guarantee—This section provides you with an alternative to continuing with our Services under the Agreement under certain conditions. ENV77998701-6728-CCCF-0733-FFEB 1/30/2019 7:11:05 PM UTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Addendum to Telecommunications Account Agreement("Addendum")is made as of the 4th day of September 2018,by and between TPx Communications Co.,a Washington corporation(f/k/a TelePacific Communications Co.), 11501 Domain Drive, Suite 1 I0,Austin,TX 78758("TPx")and City of Corpus Christi,a Texas municipality, with offices at 1201 Leopard Street,Corpus Christi,TX 78401-2120("Customer"). This Addendum amends and modifies that certain Telecommunication, , ccount A reement between TPx and Customer signed by Customer on the day of 04("Agreement"),as follows: 1. Based on the volume of Services ordered by Customer and the competitive conditions in the marketplace for telecommunications services,TPx agrees to provide Services to Customer pursuant to Terms and Conditions and rates applicable to the Agreement as modified below based upon Customer's commitment to a one(1)year term ("Service Term")and other fees and charges set forth in the Agreement,which is different from those Terms and Conditions provided for those same Services to others: 2. Delete the first(0)and second(2")sentences of subsection(d)of Section 5 of the Terms and Conditions of the Agreement. 3. At the beginning of the first(1")sentence of subsection(d)of Section 6 of the Terms and Conditions of the Agreement,insert the following:"To the extent allowed by Texas law,". 4. Except as modified by this Addendum,all of the other provisions of the Agreement shall remain in full force and effect. TPx Communications Co., City of Corpus Christi, a Washington corporation a Texas municipality .�.L�.�-�Q-�iv� By: By:S i Name: Derrick Flowers Name: �� ! / Title: Sales Manager Title: f\ APPROVED BY LEGAL -- c--q--1 , r8 A''raved as to form: . 411/ &dui /III Assis a t City Atter ey For Or Attorney ENV9999aaes-s938-EBBS-a239-1SFEH 5/50%2MS939551305PFIMUTTC ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC SECOND ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Second Addendum to Telecommunications Account Agreement("Addendum")is made as of the 4th day of February 2019,by and between TPx Communications Co.,a Washington corporation(f/k/a TelePacific Communications Co.), 11501 Domain Drive, Suite 110,Austin,TX 78758("TPx")and City of Corpus Christi,a Texas municipality, with offices at 1201 Leopard Street,Corpus Christi,TX 78401-2120("Customer"). This Addendum amends and modifies that certain Telecommunications Account Agreement between TPx and Customer signed by Customer on the 5th day of September 2018 ("Agreement"),Addendum dated the 4th day of September 2018 and 911 for SmartVoice Addendum thereto and related Service Agreements,as follows: 1. Based on the volume of Services ordered by Customer and the competitive conditions in the marketplace for telecommunications services,TPx agrees to provide Services to Customer pursuant to Terms and Conditions and rates applicable to the Agreement as modified below based upon Customer's commitment to a Service Term and other fees and charges set forth in the Agreement,which is different from those Terms and Conditions provided for those same Services to others: 2. Insert the following new subsection(j)following subsection(1)of Section 7 of the Terms and Conditions of the Agreement: "(j)Non-Appropriation. The continuation of the Agreement after the close of your fiscal year,which fiscal year ends on September 30th annually,is subject to appropriations and budget approval specifically covering the Agreement as an expenditure in said budget,and it is within the sole discretion of your City Council to determine whether or not to fund the Agreement." 3. Insert the following new subsection(k)following subsection(j)of Section 7 of the Terms and Conditions of the Agreement: "(k)Verification Regarding Israel.In accordance with Chapter 2270,Texas Government Code,you may not enter into a contract with a company for goods or services unless the contract contains a written verification from TPx that it: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. We verify that our company does not boycott Israel and will not boycott Israel during the term of the Agreement." 4. The Service Term for any Service Agreement with a Service Term of thirty-six (36)or twenty-four(24)months must be ratified by Customer's City Council. If the Service Agreement is not ratified,the Service Term shall expire at the end of twelve(12) months. Each Service Agreement is subject to appropriation of funds in Customer's annual budget. 5. Notwithstanding any other provisions to the contrary in Sections 2(b)and 4(a)of the Terms and Conditions of the Agreement,at the end of any Service Term,the Service Term shall not renew unless ratified by Customer's City Council. 6. In the 911 SmartVoice Addendum,delete the last sentence in the first paragraph under"Disclaimer of Liability and Indemnification". ENV32533049-0582-ABBB-3802-DDAB 2/5/2019 6:50:05 PM UTC 7. Except as modified by this Addendum,all of the other provisions of the Agreement shall remain in full force and effect. TPx Communications Co., City of Corpus Christi, a Washington corporation a Texas municipality By: .><4+.Itn,4.846-1P"wena, By: r.„„-„, Name: Derrick Flowers Name: 1-i $.p1/4a1L., Title: Sales ManagerTitle: (Pcy(DF naa.( sex v t'c¢S APPROVED BY LEGAL roved as to form: Assistant City Attorney For City Attorney 2 ENV32533049-0582-ABBB-3802-DDAB 2/5/2019 6:50:05 PM UTC V (1),Si Envelope Data Subject: City CC Addendum Documents: City of Corpus Christi Second Addendum to TAA 02 04 19.pdf Document Hash: 5531302 Envelope ID: ENV32533049-0582-ABBB-3802-DDAB Sender: Alicia Woo Sent: 2/5/2019 5:27:37 PM UTC Status: Completed Status Date: 2/5/2019 6:50:05 PM UTC Recipients/ Roles Name/Role Address Type Alicia Woo awoo@tpx.com Sender Derrick Flowers dflowers@tpx.com Signer Alicia Woo awoo@tpx.com Signer Document Events Name/Roles Email IP Address Date Event 2/5/2019 Alicia Woo awoo@tpx.com 52.29.113.231 5:27:37 PM Created UTC 2/5/2019 Derrick Flowers dflowers@tpx.com 208.57.0.134 6:38:15 PM Signed UTC 2/5/2019 Alicia Woo awoo@tpx.com 136.49.116.236 6:50:06 PM Signed UTC 2/5/2019 6:50:05 PM Status-Completed UTC Signer Signatures Signer Name/Roles Signature • Derrick Flowers gee/CC/CAA* "lee-fit)eit4' f f l f 1 Alicia Woo V V @fir Envelope Data Subject: City CC Contract Documents: TPX Service Agreement and Addendums.pdf Document Hash: 37262497 Envelope ID: ENV77998701-6728-CCCF-0733-FFEB Sender: Alicia Woo Sent: 1/30/2019 6:25:35 PM UTC Status: Completed Status Date: 1/30/2019 7:11:05 PM UTC Recipients/Roles Name/Role Address Type Alicia Woo awoo@tpx.com Sender Derrick Flowers dflowers@tpx.com Signer Alicia Woo awoo@tpx.com Signer Document Events Name/Roles Email IP Address Date Event 1/30/2019 Alicia Woo awoo@tpx.com 52.29.113.231 6:25:35 PM Created UTC 1/30/2019 Derrick Flowers dflowers@tpx.com 107.77.231.168 6:33:10 PM Signed UTC 1/30/2019 Alicia Woo awoo@tpx.com 136.49.116.236 7:11:06 PM Signed UTC 1/30/2019 7:11:05 PM Status-Completed UTC Signer Signatures Signer Name/Roles Signature f Derrick Flowers egeltd"Ck e�• Alicia Woo 04.84::zt" ENV41861874-6129-ADFE-8388-ABFB 1/31/2019 5:40:10 PM UTC efir Envelope Data Subject: Counter Sign City of CC Documents: Fully Executed TPX Service Agreement.pdf Document Hash: 42198774 Envelope ID: ENV41861874-6129-ADFE-8388-ABFB Sender: Alicia Woo Sent: 1/31/2019 2:54:20 PM UTC Status: Completed Status Date: 1/31/2019 5:40:10 PM UTC Recipients/ Roles Name/Role Address Type Alicia Woo awoo@tpx.com Sender Derrick Flowers dflowers@tpx.com Signer Document Events Name/Roles Email IP Address Date Event 1/31/2019 Alicia Woo awoo@tpx.com 52.29.113.231 2:54:20 PM Created UTC 1/31/2019 Derrick Flowers dflowers@tpx.com 65.60.80.217 5:40:11 PM Signed UTC "1/31/2019 5:40:10 PM Status-Completed UTC Signer Signatures Signer Name/Roles Signature Derrick Flowers egeAlteLej&46.GyeA.„0, Terms and Conditions Page 1 of 9 IMPORTANT: THIS CONTRACT INCLUDES A PROVISION REGARDING BINDING ARBITRATION. SEE SECTION 6 BELOW. THIS CONTRACT REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES, AND WAIVES CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS, AS STATED IN THE"RESOLUTION OF DISPUTES" PROVISION (SECTION 6 BELOW), WHICH YOU SHOULD READ IN ITS ENTIRETY. YOU UNDERSTAND THAT THIS IS A LEGALLY BINDING INSTRUMENT AND AGREE TO ABIDE BY ITS TERMS. 1. General (a) These Terms and Conditions are part of the Master Service Agreement (referred to as"Agreement") between Customer(referred to as"you" and "your") and U.S. TelePacific Corp. and/or its affiliated companies (collectively referred to as"we", "us" and "our"). Services are offered to you by us either under Tariffs (documents which list services, prices and other terms and conditions) filed with the Federal Communications Commission (FCC) and state regulatory agencies having jurisdiction over the Services ("Tariffed Services"), or on a non-Tariffed basis. Tariffs are available online at www.tpx.com/tariffs . All services provided under this Agreement are collectively referred to as the"Services." In the event that the rates, terms and conditions in this Agreement conflict at any time with those set forth in our federal and/or state Tariffs applicable to the Services, the rates, terms and conditions of the Tariffs shall control. The rates, terms and conditions of Tariffed Services may change, subject to the approval of the applicable regulatory agency. If the Tariffs for any Services are cancelled as a result of regulatory action during the term of this Agreement, we will publish a Price List and related terms and conditions on our website (www.tpx.com/rates)which will become part of this Agreement. (b) We may increase the rates in this Agreement for non-Tariffed Services to pass through any price increases imposed on us by the providers of the underlying facilities used to provide the Services or, in the case of long distance services, by our wholesale providers of such services. We may also change the rates, terms and conditions applicable to non-Tariffed Services ("Revisions") by giving you at least thirty (30) days prior written notice and posting such Revisions to our website at www.tpx.com/notices . You will receive notice of the Revisions in your monthly invoice at least thirty (30) days prior to the effective date of any change. You shall then have thirty (30)calendar days from the date of the aforementioned invoice to provide us with written notice that the Revisions to changed terms or conditions adversely affect your use of the Service(s). If after said notice, we are able to verify such adverse effect and are able to eliminate said adverse effect, we shall provide you with a written addendum to this Agreement to confirm your assent to our elimination of the adverse effect on your Services(s). However, if we are unable reasonably to eliminate the Revision's impact on such Service(s), we will send you written notice of our inability to reasonably eliminate the Revision's impact, and then you may terminate the impacted Service(s)without further obligation to us beyond the termination date, including termination charges, if any. This shall be your sole and exclusive remedy for changed terms or conditions. If you do not notify us in writing of your election to terminate the affected Service(s)for changed terms or conditions within five (5) business days after receipt of written notice of our inability to reasonably eliminate the Revision's impact, you will be deemed to have consented to the changes and to a continuation of the Service(s), subject to the Revisions. If we materially increase the rates applicable to any of our non-tariffed Services, except for pass-through rate increases, you may terminate the affected Service(s)without further obligation beyond the termination date, including termination charges, if any, provided you notify us in writing before the effective date of the rate increase. If you do not notify us in writing of your election to terminate the affected Service(s)for increase in rates prior to the effective date of the rate increase, you will be deemed to have consented to the changes and to a continuation of the Service(s) subject to the Revisions. (c) Under certain conditions, you may request that installation of Services be expedited by agreeing to pay an Expedite Fee. No projected date for expedited installation is guaranteed. Payment of the Expedite Fee only earns an advanced priority for your installation process and installation is not entirely in v050418 TPTerms and Conditions Page 2 of 9 our control. No credit or refund of the Expedite Fee will be made for delay of the installation date beyond the projected or requested date. A list of Expedite Fees and other charges for Changes to Services ordered are available at: www.tpx.com/rates . (d) A change in the manner in which we deliver Services to you may result in an increase in rates for those Services. Also, if a portion of your Services require a third party vendor, an additional charge for special construction may apply. If we cannot deliver Services to you at the rates you have agreed to pay because of the cost of the technology used or construction required to deliver the Services, including an acceptable profit margin, we will notify you in writing of that fact before any change in the technology used and seek your consent to a change in the rates or additional charge under this Agreement. If you do not provide us with written notice of your refusal to consent to the increased rate within five (5) business days after receipt of such notice, during which time we may delay the installation of any change in technology, we may consider your lack of objection to the increase in rate or additional charge to be your consent to the increased rate or additional charge for the Services under this Agreement. If you object to such increase or charge within the period provided, you or we may terminate the Agreement on written notice without further obligation beyond the date of termination, including for termination charges. 2. Term, Billing, and Payment (a) Effective Date. This Agreement is effective when it has been signed by you and accepted by TPx Communications either by execution on behalf of TPx Communications or by TPx Communications commencing the Services delivery process. Upon approval, we will begin as soon as practicable the installation, connection and testing of the circuits and/or equipment necessary to provide the Services. (b) Term. The initial term of this Agreement("Initial Term")will begin the date we provide notice to you that the Services are available for your use. This Agreement will continue in effect for the entire Term chosen on the Service Agreement and for any subsequent Renewal Term. The Initial Term or Renewal Term (also referred to herein and on the Service Agreement as"Service Term")will automatically renew for successive Renewal Terms ("Automatic Renewal Term") of one (1) year each thereafter, unless terminated as provided in Section 4 of this Agreement. However, you may renew Services for a Renewal Term prior to the completion of the Initial Term. The beginning of this Non-Automatic Renewal Term is the date of the first invoice after the Service Renewal is entered into our billing system. You may order additional services at your existing Service Location(s) under this Agreement for which Service(s) shall have an Initial Term coterminous with the Initial or Renewal Term of the existing Service(s) at said Service Location, subject to our acceptance. Services for additional Service Locations may also be ordered, subject to our acceptance, under this Agreement. The Initial Term for additional Services ordered for additional Service Locations will begin the date we provide notice to you that the services are available for your use, will continue in effect for the entire Term specified on the Service Agreement for the additional Services and shall automatically renew for successive periods of one(1) year each after the end of the Initial Term of the additional Services (each successive period being a Renewal Term for those additional Services), unless terminated as provided in Section 4 of this Agreement. The Terms and Conditions of this Agreement shall extend automatically, following termination, to cover the remaining Term of any Services provided. See Section 4 of this Agreement for additional terms and conditions applicable to terminations and Renewal Terms, including the rates during Renewal Terms. (c) Billing. We will begin invoicing you for the Services and other charges after we give you notice that the Services are installed and available for your use and will continue invoicing you on a monthly basis until the Agreement is terminated. We will bill monthly recurring charges in advance and usage charges after the usage occurs. You are responsible for all Other Charges and Government Fees and Taxes which will be separately listed on each invoice. We may require, in our sole discretion, that you provide a deposit or other assurance of payment before the Services are provided and/or thereafter. Any required deposit shall not bear interest unless required by law. If you delay acceptance of the Services after v050418 1-P Terms and Conditions Page 3 of 9 receiving notice that Services are available, we may, in our sole discretion, begin invoicing you for the ordered Services. If you continue to delay acceptance of the Services for more than sixty (60) days after the date the Services are available, you will have materially breached this Agreement, and we will be entitled to terminate this Agreement without further notice and to pursue the remedies in Section 4 of this Agreement. (d) Back-billing. We will endeavor to bill you for charges on a timely basis. However, unless proscribed by state regulation, you shall nevertheless be liable for all charges irrespective of any delay in billing, whether due to error, lack of necessary data, negligence or any other reason. No such delay shall constitute a basis for a claim of waiver, estoppel or other excuse of your obligation to pay our charges, irrespective of the length of the delay. Nothing herein shall toll the running of any statute of limitations applicable to such obligations. (e) Payment. Invoices are due and payable upon presentation, and become past due after the Pay By Date printed on the invoice. If you have a bona fide dispute with any of the amounts on the invoice ("Disputed Amount"), you shall pay all amounts not in dispute by the Pay By Date and provide us with a written request for a billing adjustment, together with all supporting documentation, within forty-five (45) days after the Pay By Date or your right to any billing adjustment shall be waived. If we agree to adjust all or a portion of the Disputed Amount, you will not be obligated to pay a late payment charge on the adjusted amount. If you fail to pay all non-Disputed charges on our invoice by the Pay By Date, we may impose a late payment charge of 1.5% per month or the maximum rate allowed by law, whichever is less, on the unpaid balance until the amount is paid. We may also suspend your services until all delinquent amounts, including late payment charges, are paid in full. An additional charge will apply to each returned check. Payment must be made in U.S. Dollars. (f) If the Initial Term is for sixty(60) months or more and Services have been installed for at least twenty-four(24) months, Customer may provide TPx Communications at retentiontpx.com with a bona fide, written quote of a lower monthly charge for a term at least equivalent to the remaining months in the Initial Term from a competitive carrier for the identical Services with the same terms as provided pursuant to this Agreement and all Addendums, one time, and TPx Communications shall have thirty (30) calendar days after receipt of the bona fide written quote to match or beat the competitive carrier's offer. "Identical," as used herein, is to be narrowly construed to mean the Services and all terms and conditions must be the same in all material respects. If for any reason TPx Communications fails to provide the Services at the lower rate, Customer may terminate the Services without liability for early termination. 3. Your Obligations (a) Equipment. Devices used in conjunction with any of TPx's Service (referred to herein as "Equipment") may be: (1) purchased by Customer from TPx via a single payment, (2) purchased by Customer from TPx via Installment Purchase, (3) rented by Customer from TPx, or(4) provided by Customer for use with the TPx Services. Terms and conditions relating to Equipment are provided in the Equipment Addendum to this Agreement www.tpx.com/Equipment-Addendum.pdf. (b) Building Access. You shall obtain all necessary approvals, applicable permits and/or use fees to be attained, if any, for full access by us prior to installation of Service and while Service is provided. (c) Responsibility for Message Content. You are solely responsible for all content that you make available on or through our Services. You guarantee that all such content will not infringe on, or contain any content that infringes on, or otherwise violates any copyright, patent or any other right held by a third- party and that all such content will not violate any applicable law, rule, regulation or industry standard. (d) Use of Services. You will not use the Services for any illegal, unlawful, abusive or fraudulent purpose and will use the Services in such a manner as to prevent damage to our network. Your proper v050418 Terms and Conditions Page 4 of 9 use of the Services includes conforming to all Acceptable Use Policies("AUP")that are available on request and are displayed at our web site at www.tpx.com/acceptable-use-policy . The AUP may be amended from time to time. If we materially change the AUP, you shall be provided the same right to notification and cancellation provided in Section 1(b)of this Agreement. (e) Third-Party Obligations. You are responsible to pay any third-party vendor charges for third party vendors you retain such as retaining a vendor for installation of necessary inside wiring. Also, you are responsible to arrange for disconnection and payment of charges related to the disconnection of any related services with your current carrier(s). Disconnection of such services may not be delegated to us. (f) Network Security. You acknowledge that it is your responsibility to take whatever actions you deem necessary to make your computer and voice network and circuits adequately secure from unauthorized access. You further acknowledge that we only provide telecommunications services and certain equipment to you and that we are not responsible for the security of your network and circuits from third parties, or for any damages that may result from any unauthorized access to your network. Read and follow the Fraud Guidelines provided at www.tpx.com/fraud-quidelines . Failure to follow the steps provided may result in a greater likelihood that your network will be exposed to fraud. Also, we urge you to seek independent advice with respect to products, equipment (including configurations), and services available to make your computer network and circuits more secure from third parties. YOU FURTHER ACKNOWLEDGE THAT NONE OF OUR EMPLOYEES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS HAS MADE, AND THEY DO NOT HAVE THE AUTHORITY TO MAKE, ANY REPRESENTATIONS CONCERNING THE SECURITY OF YOUR NETWORK OR THE SERVICES WE PROVIDE THAT ARE INCONSISTENT WITH THE STATEMENTS CONTAINED IN THIS SECTION 3(f). 4. Automatic Renewals; Terminations; Rights and Remedies (a) This Agreement and any orders for Services submitted under it shall remain in effect until terminated as stated in this Section 4. After the Initial Term, this Agreement will automatically renew for successive periods of one year each at our rates then in effect for your Services unless either party notifies the other in writing within the last sixty (60) days of the then-current Term of the intent not to allow this Agreement to renew for a successive Term. However, after providing such notice, if you continue to use Service(s), by your continued use, you are agreeing to continue to receive and pay for Service(s) under this Agreement on a month-to-month basis. However, even after termination of this Agreement for Services ordered for the original Service Location(s) or additional Service Location(s) covered by this Agreement, the Terms and Conditions of this Agreement will automatically extend to cover any remaining Terms or Service Agreements for any additional Services to additional Service Locations which have not expired. The Term of any such additional Service Agreements shall be subject to the same automatic renewal and termination notice provisions as are contained in this Agreement. If either party gives the other party the required notice of a decision not to allow the Agreement or the Term of any additional Services to additional Service Locations to renew at the expiration of a Term, actual termination of Services will not occur until the later of the end of the then-current Term or thirty (30) days after receipt of that notification. If you elect to terminate the Agreement or any orders for Services before Services are installed and available for your use, you must do so in writing, and you shall pay to TPx Communications as a pre- installation charge ("Cancellation Charge") an amount equal to: (1) the non-recurring charges applicable to the Services, even if initially waived, unless those charges have already been paid, (2) if your Services require a third party that we contract with to provide some or all of the underlying services, a charge from the third party, which as a result of your cancellation, we become obligated to pay, and (3), if this Agreement is for a Term of one year, an amount equal to three times the one month recurring charges, or, if this Agreement is for a Term of more than one year, an amount equal to six times the one month recurring charges. You agree that such a termination charge is a reasonable amount because, among v050418 Terms and Conditions Page 5 of 9 other reasons, it would be difficult or impossible to calculate the exact amount of damages suffered by us if you terminate this Agreement or any orders for Services. (b) Either party may terminate this Agreement upon thirty (30) day notice if the other party materially breaches the terms and conditions of this Agreement and the other party fails to cure the default within the 30-day period, including, but not limited to, your failure to pay our invoices for the Services by the Pay By Date. If you terminate this Agreement after our material breach, then you will be responsible only for charges for the period before the date of termination. If, however, we terminate this Agreement as a result of your material breach, or you terminate this Agreement or any Services provided to you for any reason other than our material breach, you shall pay to us a termination charge as follows: (i) If Service Term is equal to or less than thirty-six(36) months: (A) If the effective date of the termination occurs before the last year of the Initial or Renewal Term, we will determine the termination charge (also referred to herein as"ETF") as though you had elected an Initial Term ending within the Term year in which you terminate ("Revised Alternate Term"). For example, if you terminate in the 13th month of a three year Term, the Revised Alternate Term would be two years. We will also determine the monthly recurring charge ("MRC")that would have applied if you had chosen the Revised Alternate Term when you first selected a Term ("Default MRC"). You will then pay us a termination charge equal to: (1)the non-recurring charges for the terminated Services, even if those charges had been initially waived (only applies during Initial Term); (2) the difference between the monthly recurring charges you actually paid for the terminated Services through the effective date of termination and the Default MRCs that would have applied under a Revised Alternate Term; and (3) fifty percent(50%) of the Default MRCS for the period starting with the effective date of termination and ending on the expiration of the Revised Alternate Term. If your Services require a third party to provide some or all of the underlying services, in addition to the termination charge calculation stated above, you shall pay a charge from the third party, which as a result of your termination we become obligated to pay for the portion of your Service provided by a third party . (B) If the effective date of the termination occurs during the last year of the Initial or Renewal Term, you will pay us a termination charge equal to: (1)The non-recurring charges for the terminated Services, even if those charges had been initially waived (only applies during Initial Term); and (2) 50% of the monthly recurring charges for the period starting with the effective date of termination and ending on the expiration of the Initial or Renewal Term. (ii) If Service Term is greater than thirty-six (36) months, the ETF will be calculated as specified in section 4, paragraph (b) subparagraph (i) above for a termination within the first thirty-six (36) months. Thereafter, for terminations after the thirty-sixth (36th) month, the ETF will be twenty-five percent(25%) of the remaining months of MRCS. If you terminate this Agreement or any Services provided to you for any reason other than our material breach, you shall provide us with written notice to retention(a�tpx.com thirty (30) days in advance, and the effective date of the termination will be the end of that thirty (30) day notice period for purposes of determining the remaining time over which the termination charge will be calculated. If you do not give us that notice, then the effective date of termination shall be the date we terminate this Agreement. For partial months, remaining monthly recurring charges will be determined on a prorated basis. (c) If you request that we move your Services from your current Service Location to a different Service Location, you may incur a non-recurring charge ("Move Charge"). The Move Charge may include (i) a termination charge which, as a result of your termination, we become obligated to pay to a third party provider of the underlying facilities, and (ii) installation charge at the new Service Location. Also, a new Term may apply to any Services moved to a new Service Location. v050418 pTerms and Conditions Page 6 of 9 All termination charges are due and payable immediately on the effective date of termination (including the 50% of remaining monthly recurring charges), and are in addition to any monthly recurring charges, usage charges and other charges due as of effective date of termination. You agree that each of the above termination charges is a reasonable amount to compensate us for lost MRCs and usage charges following termination. You agree because, among other reasons, it would be difficult or impossible to calculate the exact amount of such damages suffered by us if you terminate this Agreement or any orders for Services. (d) In addition to any other recoveries we are entitled to, we shall be entitled to recover from you for undisputed payment delinquencies all of the costs we incur(including court costs and reasonable attorneys' fees)to collect any delinquent charges owed by you along with all other damages we incur as a result of your breach or other termination of this Agreement, including without limitation termination charges, past due recurring and usage charges, any damage to our equipment, any promotional credits provided to you and any amounts we have to pay to third parties because of violations by you of our AUP. Notwithstanding the foregoing, if you are determined to be the prevailing party, you shall be entitled to recover reasonable attorneys'fees and court costs. (e) Sections 4-6 of this Agreement, inclusive of sub-sections, shall survive any termination or expiration of this Agreement. 5. Warranty Disclaimer, Limitation of Liability and Indemnity (a) WARRANTY DISCLAIMER. WITHOUT LIMITING ANY EXPRESS FINANCIAL OR LIABILITY PROVISIONS PROVIDED FOR IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL)ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES UNDER THIS AGREEMENT (INCLUDING ANY SERVICE IMPLEMENTATION DELAYS/FAILURES), UNDER ANY THEORY INCLUDING WITHOUT LIMITATION TORT, CONTRACT, WARRANTY, STATUTE, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SERVICE PROVISIONED. WE SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. (b) Credit Allowances for Interruption of Service. If an interruption or failure of Service is caused solely by us and not by you or any third party agent, carrier, vendor, employee, or representative of yours or other causes beyond our reasonable control, you may be entitled to a credit allowance not to exceed an amount equivalent to the proportionate charge to you for the affected Service for the time period from the time of your report to us of the Service interruption to the time Service is restored, not to exceed in any month, the total monthly recurring charge owed by you for the affected Service in that month. The specific service levels, related credits and steps you must take to apply for credits are available on our website at www.tpx.com/sla. We shall not be liable for any act or omission of any other entity furnishing you with facilities or equipment used with the Services, nor shall we be liable for any damages or losses due in whole or in part to your fault or negligence or due in whole or in part to the failure of equipment or facilities that you provide. (c) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR WE SHALL BE ENTITLED TO RECEIVE PUNITIVE, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS). ACCORDINGLY, NOTWITHSTANDING THE PROVISIONS OF SUB-SECTION (a) OF THIS v050418 T?- Terms and Conditions Page 7 of 9 SECTION 5, OUR TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE LESSER OF (1) YOUR PROVEN DIRECT DAMAGES, (2) THE AMOUNTS YOU PAID TO US FOR THE SERVICES DURING THE PERIOD IN WHICH ANY SERVICE-RELATED PROBLEMS WERE EXPERIENCED, OR (3) THE CREDITS AVAILABLE TO YOU UNDER OUR TARIFFED LIMITATION OF LIABILITY. THE FOREGOING LIMITATIONS APPLY TO ALL DISPUTES, CAUSES OF ACTION AND CLAIMS, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. (d) Indemnification. You will defend, indemnify and hold us harmless (including our officers, directors, employees, agents, and contractors) from any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees and costs) arising out of or relating to your use of the Services. This indemnity will not be available if the damage or loss is due to our willful or reckless acts or omissions. Subject to the limitation of liability set forth in sub-section (c) of this Section, we will defend, indemnify and hold you harmless (including your officers, directors, employees, agents, licensees or contractors) from any claims, liabilities, losses, damages and expenses (including reasonable attorneys'fees and court costs), arising out of or relating to our delivery of the Services to you. This indemnity will not be available if the damage or loss is due to your willful or reckless acts or omissions. 6. Resolution of Disputes: Binding Arbitration (Jury Trial Waiver), No Class or Representative Actions or Arbitrations (a) Binding Arbitration of Any and All Disputes. By entering into this Agreement,you and we waive any right to a jury trial, or the right to have any dispute resolved in any court, and instead accept the use of binding arbitration. As used in this Agreement, "dispute" means any cause of action, claim, case, and/or controversy of any kind arising out of or in any way related to this Agreement, any amendments or addenda to this Agreement, and/or the subject matter of this Agreement. (b) No Class or Representative Actions or Arbitrations. You and we expressly agree that any dispute is personal to us, and any such dispute shall only be resolved by an individual arbitration and shall not be brought as a class arbitration, a class action, or any other representative proceeding unless such agreement is not consistent with applicable state law. Neither party agrees to class arbitration, or an arbitration where a person brings a dispute as a representative of any other person or persons except where not permitted by applicable state law. Neither you nor we agree that a dispute can be brought as a class or representative action whether inside or outside of arbitration, or on behalf of any other person or persons. (c) The Federal Arbitration Act Applies. This Agreement affects interstate commerce and the enforceability of Section 6 will be governed by, construed, and enforced, both procedurally and substantively, by the Federal Arbitration Act ("FAA") to the maximum extent permitted by applicable law. (d) Confidentiality. The arbitrator and the parties shall maintain the confidentiality of any proceedings, including but not limited to, any and all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s)therein. The arbitrator shall have the authority to make appropriate rulings to safeguard that confidentiality, unless the law provides to the contrary. (e) Arbitration Procedures. If you and we cannot resolve between ourselves any dispute, you and we shall promptly submit the dispute to binding arbitration at the office of the American Arbitration Association ("AAA") located in the City or County of the state where the services are provided, or, if there is no AAA office at that location, then at the AAA office closest to where the services are provided. Either party may initiate arbitration by providing written demand for arbitration (with a copy to the other party), a copy of this Agreement and the administrative fee required by the commercial arbitration rules of the AAA ("AAA Rules")to the AAA. Any party paying the administrative fee may recover the fee if awarded by the arbitrator. The arbitration will be held in accordance with the AAA Rules as modified by this Agreement. v050418 T?. Terms and Conditions Page 8 of 9 The AAA Rules, and other information about the AAA and arbitration, are readily available at www.adr.org , by calling 1-800-778-7879, or by mail at 120 Broadway, Floor 21, New York, NY 10271. By entering into this Agreement, you either(1) acknowledge that you have read and understand the AAA Rules or(2) waive reading the AAA Rules and waive any claim that the current AAA Rules are unfair in any way. You and we agree that the AAA Rules shall be subject to the terms of this Agreement, changes in procedures that the AAA may make from time to time in its AAA Rules or successor rules to its AAA Rules, and the following modifications: (i) As limited by the FAA, the terms of this Agreement, and the applicable AAA Rules, the arbitrator will have the exclusive power and jurisdiction to make all procedural and substantive decisions concerning the dispute; provided, however, that this power shall not include: (a) the power to determine the question of arbitrability, which power you and we agree shall be vested solely in a court of competent jurisdiction; or(b) the power to conduct a class or representative action or arbitration, which is prohibited by the terms of this Agreement as stated above (Section 6(b)). (ii) To the maximum extent permitted by applicable law, each party shall bear the cost of preparing and presenting its case in an arbitration unless the arbitration award provides otherwise. (iii) One arbitrator will be appointed in accordance with the AAA rules within 30 calendar days of the submission of the demand for arbitration. The arbitrator will designate the time and place for hearings as soon as practicable after the arbitrator is appointed. (iv) The arbitrator's authority to grant relief shall be subject to the provisions of this Agreement, our applicable tariffs, if any, and any other applicable law. In making any award, the arbitrator will be restricted by the Limitation of Liability provisions in this Agreement(Section 5(c)), and will not be entitled to award, nor shall either party be entitled to receive, punitive, incidental, exemplary, consequential, reliance or special damages, including damages for lost profits; provided, however, that if the enforceability of any of these restrictions is limited by the applicable substantive law or by the AAA Rules, that restriction will only be enforced to the extent permitted by such law or rules. 7. Miscellaneous Provisions (a) Assignment and Succession. You may not assign or transfer this Agreement without our prior written consent, which shall not be unreasonably withheld. Any unauthorized assignment or transfer shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successor and authorized assigns. (b) Governing Law. With the exception that the enforceability of Section 6 is governed both procedurally and substantively by the FAA(as stated above), this Agreement shall be construed pursuant to the laws of the state where (i) the preponderance of services are provided (as determined by MRCS) and (ii) we are certificated to provide telecommunication services without regard to the conflicts of law provisions thereof. (c) Force Majeure. We shall not be liable for any failure of performance of the Services due to causes beyond our control, including, but not limited to, fire, flood, electric power interruptions, national emergencies, civil disorder, acts of terrorists, network attacks, riots, strikes, lockouts, work stoppages, Acts of God, or any law, regulation, directive, or order of the United States government, or any other governmental agency, including state and local governments having jurisdiction over us or the Services provided hereunder. (d) Entire Agreement and Modifications. This Agreement and all other documents specifically referred to in this Agreement constitute the entire and final agreement and understanding between you and us v050418 s Terms and Conditions Page 9 of 9 with respect to the subject matter of this Agreement and supersede all prior agreements relating to such subject matter, which are of no further force or effect. Any and all exhibits referred to in this Agreement are integral parts of this Agreement and are made a part of this Agreement. This Agreement may only be modified or supplemented by an instrument in writing executed by both your and our duly authorized representatives or by a written notice of change pursuant to Section 1(b) hereof. (e) Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court or administrative agency with jurisdiction over the Services, such provision shall be deemed amended to the minimum extent necessary to render it enforceable. (f) Headings. The headings used in this Agreement are for convenience only and do not in any way limit or otherwise affect the meaning of any of the terms. (g) Waiver. Under no circumstances shall either party's failure to enforce any provision of this Agreement in any particular instance be construed as a waiver of that provision. (h) Notices. All notices from you to us must be in writing and delivered by certified mail, return receipt requested or by Federal Express or other similar expedited delivery service to: U.S. TelePacific Corp., Attn. General Counsel, 515 S. Flower Street, 45th Floor, Los Angeles, CA 90071-2201. If you are notifying us that you do not wish to renew Services, your written notice may be by a letter delivered in that manner or by an email to: retention@tpx.com . (i) Limitation on Actions. Any legal action (including but not limited to arbitration) arising in connection with this Agreement must be commenced within two (2) years after the cause of action arises. 8. Service Guarantee Notwithstanding anything to the contrary contained in this Agreement, you may terminate this Agreement without any further obligation if the Services we provide are not substantially performing up to industry standards during the first ninety (90) days the Services are available for your use. If you elect to terminate the Agreement pursuant to this guarantee, we will reimburse you for all reasonable costs you incurred to re-establish service with another service provider not to exceed the amount that you paid to us for installation of the Services. This Service Guarantee only applies if: (a)the cause of the Service deficiency was within our reasonable control; (b) you ordered at least the amount of Services that we recommended to meet your traffic volumes; (c) you give us written notice of the deficiency within the first ninety (90) days after we notified you the Services are available for your use, and (d)we fail to correct the Service deficiency within fifteen (15) days after receiving written notice from you of the deficiency. v050418 ..0 TPCOMMUNICATIONS 911 for SmartVoice Addendum It is essential that SmartVoice customers be aware of what is required for their 911 calls to go to the correct Public Safety Answering Point(PSAP) so that emergency personnel respond to the location from which the call was actually made. If you do not provide TPx Communications with accurate phone number and location information for each telephony device, the 9-1-1 operator may send emergency responders to the location where the main telephone system is located (such as headquarters or a main building) rather than to the exact location from which the 9-1-1 call was placed, posing a major risk to employees and customers. Additional information at www.tpx.com/user-quides 1) Accurate Location/Address and Caller ID Information Accurate location/address and Caller ID information is needed for each telephony device, especially if you use a Private Network or MPLS services to extend your telecommunications services to other physical locations. Therefore, any time a telephony device is unplugged from one location and moved to a distant location, you need to notify TPx and request a change in your telephone number location records. 2) Power Outages Unlike traditional voice services, VoIP and data services may not function during a power outage, causing you to be unable to make 911 calls. For VoIP services, including 911, to function in power outages, a back-up power supply, such as back-up batteries or a generator, is required. TPx does not supply such sources of back-up power. Disclaimer of Liability and Indemnification. We do not have any control over the answering and response to 911 calls. We disclaim all responsibility for the conduct of any emergency response centers. We rely on third parties to assist us in routing 911 calls to emergency response centers. We disclaim any and all liability or responsibility in the event such third party call routing is incorrect or yields an erroneous result. NEITHER TPX NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS,AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION,ARISING FROM OR RELATING TO OUR 911 DIALING SERVICE UNLESS SUCH CLAIMS OR CAUSES OF ACTION AROSE FROM OUR GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT. You shall defend, indemnify, and hold harmless TPx, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys' fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel. YOU ARE RESPONSIBLE FOR NOTIFYING TPX OF ANY CHANGES TO THE SERVICE LOCATION AND CONTACT INFORMATION PROVIDED TO ALLOW THEM TO MAINTAIN ACCURATE RECORDS AT ALL TIMES. NOT FOLLOWING THESE REQUIREMENTS MAY RESULT IN AN ADDITIONAL$125.00 FEE ASSESSED FOR EACH 911 CALL PLACED FROM A LOCATION NOT PROPERLY DOCUMENTED IN THE DATABASE. FINALLY, USE OF THIS SERVICE AT A NON-REGISTERED LOCATION OR FAILURE TO PROVIDE UPDATED INFORMATION TO TPX THAT RESULTS IN INACCURATE DATABASE RECORDS CAN CAUSE 911 CALLS TO BE ROUTED TO AN INCORRECT PSAP THAT CANNOT PROVIDE EMERGENCY SUPPORT TO YOUR LOCATION. v082317 I Ver Equipment Addendum This Addendum amends and modifies the Telecommunications Account Agreement (TAA) or Master Service Agreement(MSA) (referred to herein as"Agreement") between U.S. TelePacific Corp. d/b/a TPx Communications and/or its affiliated companies ("TPx") and Customer. This Addendum governs both devices supplied by TPx as well as Customer-provided devices(all such devices collectively referred to herein as"Equipment), and which said Equipment is used in conjunction with any of TPx's Services. Equipment may be: (1) purchased by Customer from TPx via a single payment, (2) purchased by Customer from TPx via Installment Purchase, (3) rented by Customer from TPx, (4) provided by Customer. 1. EQUIPMENT PURCHASED FROM TPx a. CONDITION OF SALE The terms and conditions of sale contained herein supersede all agreements made and purchase orders submitted to and accepted by TPx. b. PAYMENT TERMS AND METHODS i. Single Payment Purchase, under$3,000 1. Balance due with first invoice.The full Equipment purchase balance, along with shipping and handling costs and applicable taxes, are invoiced at the time of delivery and due by the Pay by Date on the first invoice. ii. Single Payment Purchase,over$3,000 1. First payment. 50%of the total amount for Equipment purchased is due with contract acceptance. a. Payment by mail. Initial payments may be remitted by mail, via check, along with the signed Service Agreement, to: TPx 3300 N Cimarron Rd Las Vegas, NV 89129 Attn: Receivables b. Payment by phone. Initial payments may be remitted over the phone via check or credit card. A member of the Customer Financial Service team will contact you directly to take your prepayment when the signed Service Agreement is being validated. 2. Remaining balance. Remaining Equipment purchase balance, along with shipping and handling costs and applicable taxes, are invoiced at the time of delivery and due by the Pay by Date on the first invoice. iii. Installment Payment Purchase 1. Payments. Installment payments will be added to each monthly invoice, for the duration of the Service Term, spread evenly over the total number of months contracted. 2. Early Termination. If, prior to the end of the Service Term, the Customer terminates TPx services associated with any Equipment purchased via this Addendum, for any reason, all remaining installment payments for the affected Equipment will immediately become due and payable within thirty (30) days. c. EQUIPMENT PURCHASE CANCELLATION Customer may cancel an Equipment purchase within twenty-four(24) hours of signing the Service Agreement. Notification of order cancellation must be emailed to billing a(�,tpx.com . Cancellation of orders after twenty-four(24) hours will result in an order cancellation charge equal to 10% of the total amount for Equipment purchased. d. SHIPPING CHARGES&TAXES Customer is responsible for all delivery or shipping charges, installation charges, and applicable taxes. e. WARRANTY ON PURCHASED EQUIPMENT i. Maintenance of Equipment. TPx will provide maintenance and support for any and all Equipment, purchased from TPx, including software updates and patches, for as long as v070218 ‘111110 4110° Customer maintains its associated service with TPx. ii. Guaranteed Replacement Warranty. For Equipment, purchased from TPx, TPx will replace any failed devices for as long as Customer maintains its associated TPx services, Customer's account remains in good standing, TPx has reasonable access to replacement Equipment, and Customer returns the Equipment in accordance with the terms stated within the manufacturer warranty. The replacement item may be a new or reconditioned device of equal or comparable value. The TPx Guaranteed Replacement Warranty starts when Equipment is delivered to Customer, lasts for the duration Customer maintains an associated TPx service, and overlaps the manufacturer's warranty. It covers accidental damage, liquid damage, or any Equipment defect. Associated shipping and/or Service Order Fees may apply. iii. Replacement Equipment. For replacement Equipment, TPx will replace failed items for a period of ninety(90)days past the shipment date of the replacement Equipment or the term of the original warranty period,whichever is longer. iv. Warranty Exclusions. Lost or stolen Equipment, or Equipment that appears to be damaged by intent, gross negligence or willful or reckless treatment shall not be covered under any TPx warranty. v. Obligations.TPx's sole obligation shall be to repair the Equipment, deliver to Customer an equivalent replacement Equipment, or if neither of the two foregoing options is reasonably available, TPx may, in its sole discretion, refund to Customer the purchase price paid for the Equipment. Replacement Equipment may be new or reconditioned. f. RETURN/EXCHANGE POLICY FOR PURCHASED EQUIPMENT i. Returns and Exchanges. Should it be necessary to return Equipment, Customer may return it for a refund or exchange, excluding any shipping charges and subject to a restocking fee of twenty- five ($25.00)dollars per unit, within thirty (30) days after delivery. Defective Equipment may be repaired or exchanged for the same or equivalent model only, at TPx's discretion. All returned Equipment must be unregistered, in complete original manufacturer's packaging, same condition as sold,with all accessories, literature, instructions, documentation and blank warranty cards. ii. Exclusions. No returns will be allowed on: 1. Phone accessories or headsets 2. Network cabling 3. Original manufacturer computers, computer products, or software once opened. 2. EQUIPMENT RENTED FROM TPx a. CONDITION OF RENTAL i. Rental Payments. Customer is responsible for all rental payments for Equipment rented from TPx. Customer agrees to pay the charges for this rental upon receiving billing for same. ii. Rental Period.The rental period will begin on the date the Equipment is delivered to Customer and continue until the date the Equipment is returned to TPx or Customer converts the Equipment to a purchase. iii. Use of Equipment. Customer agrees that the Equipment will be used solely by Customer, only at the address(es) designated, and solely for the purpose for which the Equipment was manufactured and intended unless TPx consents to other use. SUB-LEASING OR SUB-LETTING IS PROHIBITED without written consent of TPx. iv. Loss of Equipment. If the Equipment is lost or stolen while rented under this Agreement, Customer shall be responsible for new replacement cost together with the ordinary rental fees due. v. Return of Equipment. Customer agrees to return, on termination of the Agreement or on request from TPx, the rented Equipment to TPx in the same condition as it was received, ordinary wear and tear excepted. Ordinary wear and tear includes: fading of text on buttons or keys due to use; v070218 41.1 410 TTS nicks and scratches that do not affect use of the Equipment; adhesive left by the removal of tape or stickers; and any damage to the handset cord or cabling. In the event Customer fails to return the Equipment to TPx, Customer will be responsible for the new replacement cost of the Equipment. vi. Ownership of Equipment. It is understood and agreed that all rented Equipment remains, at all times, the property of TPx. b. WARRANTY SERVICE ON RENTED EQUIPMENT i. Maintenance of Equipment.TPx will provide maintenance and support for any and all rented Equipment, including software updates and patches and failure due to manufacturer defect, faulty software, or ordinary wear and tear. ii. Guaranteed Replacement Warranty. For Equipment rented from TPx, TPx will replace any failed Equipment for the duration of the rental period, provided Customer's account remains in good standing, TPx has reasonable access to replacement Equipment, and Customer returns the Equipment in accordance with the terms stated within the manufacturer warranty, The replacement Equipment may be new or reconditioned Equipment of equal or comparable value. The TPx Guaranteed Replacement Warranty starts when Equipment is delivered to Customer, lasts for the duration of the rental period, and overlaps the manufacturer's warranty. It covers accidental damage, liquid damage, or any equipment defect.Associated shipping fees may apply. iii. Warranty Exclusions. Lost or stolen Equipment or Equipment that shows repeated damage, shall not be covered under any TPx warranty. Customer agrees to pay for any and all damages, from any such cause, resulting to the Equipment while rented under this Agreement, and/or the replacement cost of the lost, stolen, or damaged Equipment, together with the ordinary rental fees due until payment. c. EARLY TERMINATION. If, prior to the end of the Initial Term, Customer decreases the quantities of any rental Equipment by returning the Equipment to TPx for any reason, a restocking fee of twenty- five($25.00)dollars per unit will be applied. 3. HARDWARE CLAIMS POLICY FOR ALL EQUIPMENT PURCHASED OR RENTED FROM TPX For all Equipment purchased or rented from TPx, it is expected that the customer will inspect the Equipment carefully as to content and conditions upon receipt. All claims for damaged or missing items must be reported to TPx within two(2) business days of receipt of Equipment. In the event a package arrives damaged, it is the responsibility of Customer to contact TPx to inspect the package to assure full refund or replacement.All packaging must be retained until the problem is resolved. 4. CUSTOMER-PROVIDED EQUIPMENT a. CONDITION OF USE. If Customer has requested that TPx enable access for Customer-provided Equipment to operate with TPx's Service, and that Equipment is not prohibited by TPx, TPx may, at its sole discretion, enable access of that Equipment to a TPx service, subject to the following terms and conditions: i. Risks and Liabilities. Customer acknowledges and accepts all risks and liability associated with configuring customer-provided Equipment to use TPx's associated service or services. ii. No Configuration or Troubleshooting of Customer Provided Equipment. Customer acknowledges that TPx will not provide any configuration or troubleshooting support on issues related to or caused by Customer-provided Equipment, other than to confirm that the associated user is properly configured within TPx's platform. iii. No Detrimental Equipment.TPx reserves the right to change authentication settings, block or remove Customer-provided devices, de-activate user accounts, or take other reasonable action in order to maintain the security and integrity of its systems and network, and to remove or block any Equipment deemed detrimental to TPx or its customers, at TPx's sole discretion. 5. LIMITATION OF LIABILITY. WITHOUT LIMITING ANY LIMITATION OF LIABILITY IN SUBSECTION (C)OF SECTION 5 OF THE TERMS AND CONDITIONS OF THE TAA, TPX LIABILITY IS LIMITED TO THE MONETARY VALUE OF THE EQUIPMENT PURCHASED OR ONE MONTH'S RENTAL FEE OF THE EQUIPMENT RENTED. v070218 • 1P)cMUNICATONS MSx Office 365 Service Addendum This Addendum amends and modifies the Telecommunications Account Agreement("TAA") or Master Service Agreement ("MSA") and the MSx Service Addendum between U.S. TelePacific Corp. d/b/a TPx Communications and/or its affiliated companies ("TPx") and Customer. 1. MICROSOFT CUSTOMER AGREEMENT 1.1. All Necessary Rights. TPx, participating in the Microsoft Cloud Solution Provider("CSP") Program, may sell Customer Microsoft products. If Customer elects to purchase CSP Program products from TPx, Customer is agreeing to the following Microsoft Customer Agreement: https://www.tpx.com/Microsoft-Cloud-Services-Aqreement.pdf 1.2. Microsoft Products and Services Documentation. The most up to date Microsoft Service Descriptions should be found online at Microsoft's TechNet and Products.Office.com, and Customer agrees that any changes to Microsoft products are at the sole discretion of Microsoft Corporation, and TPx is not liable for these changes or any documentation to the contrary. Should Microsoft End-of-Life a product sold to the Customer by TPx, TPx will recommend an alternative product for Customer's consideration. Should the Customer not elect to change to another Microsoft product sold by TPx, TPx reserves the right to cancel Customer's Service Agreement. Any associated change in price or migration expenses will be the sole responsibility of the Customer. 1.3 Microsoft Office 365 Service Level Agreement("SLA"). Microsoft provides SLA credits. If Microsoft does not maintain service above their stated SLA availability, Customer may be eligible for a credit towards their monthly service fees. This SLA is provided by Microsoft and is subject to change. Details for Microsoft's SLA may be found online at TechNet. Should Customer wish to file an SLA claim, Customer should contact the MSx Support Team to open a claim with Microsoft. In the event Microsoft agrees to Customer's SLA claim, TPx will apply the credits towards Customers future monthly invoice. Credits are not to exceed one month's total monthly recurring charges. 2. TERM AND TERMINATION 2.1 Term Commitment. TPx offers Microsoft Office 365 products and MSx Office 365 managed service levels for a monthly recurring charge with a one-year minimum commitment. 2.2 License Flexibility. "MSx Office 365 — Optimum" managed service Customers may request a downsize of Microsoft Office 365 licenses and corresponding MSx Office 365—Optimum licenses, up to but not exceeding 10%of the maximum license quantity during their current term commitment, without incurring ETFs. License cancelations in amounts greater than 10% will incur per license standard ETFs. 2.3 License Billing for Onboardinq Projects. In cases where licenses are provisioned as part of an Onboarding Project Statement of Work ("SOW"), billing will commence when Office 365 licenses are provisioned for the Customer's account. v110818 • 41110 TP COMMUNICATIONS 3. MSx OFFICE 365 MANAGED SERVICE LEVELS 3.1. MSx Product and Service Descriptions. Ongoing information specific to products and services is available online at www.tpx.com/support. 3.2. MSx Office 365 Service Levels. MSx Office 365 offers Customers two managed service levels, Core and Optimum. Core is designed for Customer's looking to self-manage their Office 365 administrative settings, and Optimum is designed for Customer's looking for MSx-managed Office 365 administration. Customers may not combine managed service levels per account and must select one or the other service level. For Customers without an MSx Office 365 service level on their sales agreement, their service level will be defaulted to the Core service level. Customer agrees that they have reviewed and accept the MSx services as described at www.tpx.com/support. 3.3. MSx Professional Service Charges. MSx Engineering assistance outside of the scope of Customers current subscription services may be available on a time and materials basis. 4. CUSTOMER RESPONSIBILITIES 4.1 Customer Relationship and Support Engagements. Customer understands that it is purchasing Microsoft Office 365 product subscriptions from TPx as its CSP provider, and as such are to engage TPx directly for all Office 365 platform performance issues. Customer understands that Microsoft is ultimately responsible for overall Office 365 product definitions, platform performance, stability, and availability, and agrees that MSx Support is"Best Effort"with no guarantee of Office 365 platform performance. 4.2. Customer Technical Point of Contact("TPOC"). Customer must identify at least one Technical Point of Contact (TPOC) as a person authorized to give administrative direction to the MSx Team for configuration changes. If Customer selects the MSx Office 365—Core service level, the TPOC will be responsible for making all administrative changes to Customer's Office 365 environment as outlined above, with all administrative change requests to MSx Support being charged at current time and materials rates. 4.3. Remote Technical Support. Customer understands this is a remote technical support service. 4.4. Administrative Support Services. Customer understands the Core and Optimum service levels are designed for Administrative Support for the Office 365 platform. End User Help Desk "How-To" questions on application use are not included with MSx Office 365. Support for locally installed Office applications and Customer devices(including but not limited desktop and laptop computers, and mobile devices) are not part of this service but may be available as part of TPx's MSx Endpoints—Workstations service. 4.5 Recommended Practice Implementations and Configurations. TPx reserves the right to refuse Customer requests for non-supported administrative configurations of Office 365 deployments in favor of Microsoft recommended practice configurations. This Addendum is effective only upon execution of both the TAA or MSA and MSx Services Addendum by the Customer. Each party hereto warrants and represents that this Addendum constitutes the legal, valid and binding obligation of such party. v110818 41110 1110 TP COMMUNICATIONS MSx Managed SD-WAN Addendum This Addendum amends and modifies the Telecommunications Account Agreement (TAA) or Master Service Agreement (MSA) (referred to herein as"Agreement"), and MSx Service Addendum between U.S. TelePacific Corp. d/b/a TPx Communications and/or its affiliated companies ("TPx") and Customer. 1. MSX SD-WAN MANAGED SERVICES 1.1 MSx SD-WAN product line is defined as TPx's managed software defined wide area networking service whose naming convention references may include, but not be limited to, MSx SD-WAN, MSx WAN, MSx for WAN, or MSx WAN Bundle. 1.2 MSx Service Descriptions. Information specific to MSx SD-WAN is available online at TPx.com/Support. 1.2. MSx Managed Service Levels. MSx offers Customers two managed service levels, Core and Optimum. Core is designed for Customer's to self-manage their MSx SD-WAN administrative settings, and Optimum is designed for Customer's looking for MSx managed SD-WAN administration. Customers may not combine managed service levels per account. 1.3. MSx Professional Service Charges. For MSx Engineering assistance outside of the scope of Customers current subscription services, MSx Engineers may be available on a time and materials basis. Customer and Third-Party Providers must provide an English-speaking contact. 1.4. MSx Service Changes. Some, but not all, enhancements will be provided at no additional charge to Customer. TPx reserves the right to add new products and to replace or discontinue products at any time. Service impacting changes will be communicated to Customer in a reasonable amount of time in order to present Customer upgraded or alternative options. 2. OPTIONAL FEATURES 2.1 Third-Party Vendor Support is defined as MSx Operations acting as the Customer's representative, with permission (Letter of Agency), in communicating Customer Provided Internet Access service outages to the Customer's Internet Access Provider. Third-Party Vendor Support is supported within the Internet Access Provider's published Technical Support hours using the local or toll-free phone number provided by the Customer during the MSx Operations onboarding process. The Customer is responsible for providing the necessary information to MSx Operations that will allow for MSx Operations to report Internet Access service issues on the Customer's behalf. 2.2 Customer Provided Internet Access is defined as another Internet Service Provider's connection to the Internet, which is used in conjunction with a TPx service. TPx is not responsible for ordering, provisioning, or billing/invoicing of the Customer Provided Internet Access. Ordering, provisioning, and billing/invoicing of the Customer Provided Circuit is not supported by the "Third-Party Vendor Support"feature. 2.2.1 TPx only guarantees Quality of Service (QoS) for services provided over Customer Provided Internet Access if the Customer has contracted MSx Managed SD-WAN service using a TPx provided Multi Services Router(MSR). 2.2.2 Customer acknowledges and agrees that once MSx Support has confirmed an outage is not related to the MSx Managed SD-WAN service or the TPx network, and the Customer location is not contracted for Third-Party Vendor Support, the Customer is responsible for contacting their Internet Service Provider to report the service issue immediately after receiving notification from MSx Support reporting the outage. The Customer's technical contact of record will be notified by MSx Support through email, text message, or phone call advising of the Customer Provided Internet Access service issue. The Customer v122818 %1I0 IMO TPCOMMUNICATIONS Technical Contact of record with TPx will be the primary receiver of this notification. It is the responsibility of the Customer to keep the technical contact information current with MSx Support (TPx). 2.3 4G LTE Network Access is defined as a wireless 4G LTE Internet connection to an MSR. Network Access must be ordered with one of three available connectivity plans: Primary, Secondary, and Failover. 2.3.1 4G LTE Internet connectivity is Best Effort only and exempt from other TPx documented Service Level Agreements. Wireless Provider's 4G LTE Coverage Area conditions may interfere with the availability and quality of the installed 4G LTE Connection Service, including but not limited to, network capacity, terrain, buildings, foliage, and weather. Service degradation is possible and TPx shall not be liable for any resulting damages. 4G LTE antenna extensions are not included in the 4G LTE Network Access service. 2.3.2 In the event a plan limit has been met, TPx will throttle the 4G LTE connection speed to 5Mbps or below without notification to the Customer. The connectivity speed may not resume as normal, until the beginning of the next billing cycle. Should a Customer exceed the plan threshold three times within a rolling twelve-month period, TPx reserves the right to give the Customer 30 days' notice to either(1) add and/or upgrade to an additional TPx or Customer provided Internet connection or (2) terminate the service without early termination charges. TPx reserves the right to change the traffic usage cap without notice. 2.3.3 Failover option may only be used when a specified primary connection is down. In the event that the Customer Provided Internet Access requires MSx Operations to contact the Internet Access Provider more than three times within a rolling three-month period, TPx retains the right to terminate the 4G LTE Connection at the applicable Customer site with 30 days written notice to the Customer at no charge to the Customer 2.3.4 Third-Party Vendor support is required when 4G LTE is ordered with only customer provided circuit(s). 2.3.5 The modem is TPx property for Customer use during the Service term. Customer is responsible for the safeguard of the installed modem and must not remove from the originally deployed location. The Customer may not replace the modem with any other device serviced by another carrier and/or TPx. Switching the modem will cause Service malfunction and TPx shall not be liable for any damages resulting from the Customer either changing the modem or moving the modem to a different physical location. 2.3.6 If the 4G LTE wireless device gets lost, stolen, or damaged, it is mandatory that the Customer notify MSx Support, within 24 hours, so that the 4G LTE connectivity can be suspended to prevent an unauthorized party from using it. If the wireless device is used after the loss or theft but before it is reported, a suspension of liability to pay for 4G LTE related charges may be requested by the Customer while the Customer's account activity is under review. If the Customer has not been given a courtesy suspension of recurring monthly charges during the past year, the Customer may request the suspension for thirty (30)days or until the wireless device is replaced or recovered,whichever comes first.There will be device replacement costs and installation fee chargeable to the Customer account to re-establish Service. 3. NON-STANDARD NETWORK DESIGN is a physical or logical configuration of any of the related MSx SD-WAN device that differs from the standard MSx SD-WAN network design and nullifies any of the Quality of Service (QoS) service levels stated in any TPx contractual agreements, addendums, service level agreement(SLAs), or Terms &Conditions. A standard MSx SD-WAN network design v122818 1' P) MUNICATONS configures all Customer devices on the Local Area Network side of the MSR, with the exception of any Network Termination Unit, which is providing an Ethernet handoff for a Wide Area Network (WAN) connection. 3.1 Placement of another router or firewall in parallel or on the WAN side of the MSR inhibits the ability for TPx to have visibility into the QoS of both TPx services and those of third parties, especially voice related services (including UCx and SmartVoice).Without such visibility, TPx shall not be responsible for maintaining QoS service levels for any TPx or third-party service. 3.2 TPx is not responsible or able to rectify degraded voice quality issues stemming from a non- standard network design. Issues related to voice quality in a non-standard design can be resolved by using a standard TPx MSx SD-WAN network design. Customer acknowledges these technical limitations and agrees that its contractual obligations under the Agreement remain in effect regardless of any issues caused by these technical limitations. 4. INTERNATIONAL SUPPORT and country availability can be located online at TPx.com/Support. The customer is responsible for following any and all in-country regulatory laws regarding the use of a U.S. based managed services provider. Should the country enact regulations or laws that prohibit either the use of the MSR or the MSx SD-WAN service which is remotely monitored from the U.S., Customer is responsible for returning the MSR in good condition and disconnecting the service to that service address. Early Termination Fees will be credited upon request in this scenario. 4.1 Hardware will only be shipped to a U.S. based address. The customer is responsible for shipment of hardware from the U.S. to the foreign country, including replacement hardware. Customer is responsible for all return shipment costs. Hardware replacement SLAs do not apply to international locations. 4.2 Customer is responsible for ensuring the local Internet circuit is ordered and installed prior to scheduling the test&turn up of their MSx SD-WAN service. Customer is responsible for providing all necessary power adapters to connect the MSR at their international location. Ethernet handoffs are required. 4.3 Exclusions 4.3.1 Third party vendor support is not supported for international locations. 4.3.2 MSx SD-WAN Public IP feature is not supported at international locations (i.e. inbound Internet failover is not supported at these locations). 4.3.3 International SD-WAN Gateways via third parties, including the manufacturer, are not supported. 4.4 All payments must be made within the U.S. with U.S. currency. 4.4.1 TPx Invoices for the international locations will be sent to the customer's U.S. billing address of record. v122818 '1r► TPx Communications Service Level Agreement (SLA) Packet-Based Services 1. General a. TPx Communications is committed to providing its customers with the highest quality communications services. As a result,TPx will provide network service level remedies for the following categories,if applicable,for the listed services and features below purchased by the Customer: • Network Availability • Packet Delivery • Time to Repair • Packet Delay Variation • Service Response Time • UCx Availability • Latency • SmartVoice Availability • High Availability Network and CPE • Single Availability Network and CPE b. These guarantees apply to those services that use TPx's Local Access Circuit and Core Network for the delivery of its voice and/or data services,as well as TPx services delivered over customer-provided local access transport if TPx provides Customer Premises Equipment(CPE)and other equipment for those specific TPx services. Local Access Circuit and services provided directly to the customer by an independent local access transport service provider,such as Internet or other services,are not covered by this SLA. TPx-provided cellular network access is covered under this SLA only if sufficient real-time signal strength and bandwidth are available from the cellular provider to support the TPx services that will access it. These services are described in Section 3 below. For integrated services over the same access circuit,the SLA will only apply to the service affected by the impairment. c. TPx service is interrupted or impaired when it falls below the performance specifications of this SLA due to failure of the TPx network,equipment,or facility component used to provide service under this SLA. An interruption or impairment period begins when the customer reports an inoperative service to TPx,or when TPx notifies the customer of such interruption or impairment and the service is made available'by the customer to TPx for testing and repair.The interruption ends when TPx notifies the customer that the service is operative. 2. Service Credit Claim Procedure and Limitations a. The customer must initiate the service credit claim within 45 business days after the end of the calendar month during which the event occurred. TPx will take all measures it deems appropriate to investigate reported failures. In no event shall the combined credits for the guarantees listed above,separately or combined with any other service credit claims against TPx,exceed in any month the total Monthly Recurring Charge(MRC)owed by the customer for the affected service(s)and associated local access in that calendar month. No more than one service credit allowance shall be provided to a customer for an outage or interruption in service from a single or the same occurrence. b. TPx will not provide any credit allowance for service interruptions or impairments that are: 1. Caused by the negligence of the customer or any third party not associated with TPx. 2. Due to the failure of communications and network services,equipment, local access or systems provided by the customer or any third party not associated with TPx. 3. During any period in which TPx does not have access to the premises where the service is located. 4. Released to TPx for maintenance purposes,to make rearrangements or reconfigurations,or to implement an order for a change in the service during the time period that was negotiated with the customer prior to the release of that service. 5. During planned or emergency/unplanned network maintenance activities. Planned maintenance activities are scheduled from 12 midnight to 6 AM local time,seven days per week. Unplanned, emergency network maintenance activities may occur at any time. Both of these activities could result in a customer service interruption or impairment.TPx will make every reasonable effort to minimize any customer service interruption or impairment during these activities. TPx will use reasonable efforts to notify Customer in advance of a planned or emergency maintenance that may cause an extended impairment or interruption to their services. 6. Caused when the customer elects not to release the service for testing and/or repair and continues to use it on an impaired basis. v010818 1 -1-ppc TPx Communications Service Level Agreement (SLA) Packet-Based Services 7. Caused by or related to labor difficulties,governmental orders,civil commotions, acts of terrorism, any third party not associated with TPx,criminal actions taken against TPx,acts of God,and other circumstances beyond TPx's reasonable control. 8. During periods of temporary discontinuance of service as specified in TPx's applicable tariffs, Fraud Guidelines,Acceptable Use Policy(AUP),Customer's TPx Account Agreement(TAA)and Customer Addendums. 3. SLA definitions and other relevant information a. Month is measured over any thirty(30)period. b. Cellular 4G network availability is dependent upon the cellular network provider's network bandwidth and signal strength at any point in time after the 4G service connection is placed at the customer premises by TPx or the customer.TPx will make reasonable efforts for 4G equipment placement to ensure maximum bandwidth and signal strength access according to the customer's placement requirements. After installation,TPx is not responsible under this SLA if the 4G network's performance including,but not limited to, bandwidth availability and signal strength,is not capable at any point in time to support TPx services. c. Core Network is defined as being where the Customer's Local Access Circuit is terminated to the TPx Core Network edge equipment's ingress demarcation,across our Core Network to the far end TPx Core Network edge egress demarcation. The far end is then terminated to another customer Local Access Circuit,an Internet peering point,an interconnection to the Public Switched Telephone Network,other public voice termination network,or other circuit or service that is not part of TPx's Core Network.TPx Core Network Availability Objective is TPx's calendar month goal for availability of our core network. It is calculated as the percentage of time that the core network is capable of accepting and delivering customer communications to the total time in the measurement period. d. Local Access Circuit is defined as being provided to the Customer directly by TPx and not by an independent and unaffiliated third party. e. Customer local access latency or other Customer network destination latency outside TPx's Core Network,whether on TPx-or customer-provided or another network end point, is not covered by this SLA, although TPx-provided Local Access availability is covered under Time to Repair for Network Availability. Local Access(whether provided by TPx or the Customer) and other non-TPx destination network latency varies greatly by a number of factors for each location. For further information,TPx has a latency application note available for Customer review that further addresses these factors regarding their application latency requirements. f. Customer MRCs(Monthly Recurring Charges)covered by this SLA may include Access, Port,Service, Feature and CPE according to the impact of a service outage or interruption. g. Customer-provided Local Access Circuit is defined as any Local Access Circuit at the Customer's premises that is not provided by TPx. Customer-Provided Local Access Circuits are not covered by TPx SLAB for Local Access Circuit availability. However,the services TPx provides over that circuit are covered in this SLA if: (1)the service is managed by a TPx-provided CPE,(2)the Customer-Provided Local Access Circuit is the bandwidth and quality recommended by TPx for all TPx-provided services and non-TPx bound traffic, (3)the Customer-Provided Local Access Circuit is operating within the service provider's SLA,and(4)the customer provides such SLA to TPx prior to installation of TPx services,as well as at any subsequent updates in the future,and upon our request. h. High Availability CPE is defined as multiple instances of TPx-provided equipment configured in a High Availability design. Remedies are available when all instances of TPx-provided High Availability CPE are out of service. i. High Availability Local Access Network is defined as a combination of two or more independent TPx- provided Local Access Circuits, High-Speed Internet Access(HSIA)services,and/or Customer-provided local access services terminated into TPx-provided High Availability equipment at the Customer's premises, as defined below. Remedies are available when the Customer is completely out of service. Customer-provided Local Access Circuits may be included in a High Availability Local Access Network and v010818 2 111,0 4600 Tr=y TPx Communications Service Level Agreement (SLA) Packet-Based Services this SLA,but their monthly recurring charges are not covered by this SLA's remedies for any interruption or impairment of those services or a High Availability Local access outage. j. HSIA is defined as high-speed Internet access provided by a TPx-authorized vendor. TPx services that are delivered over a fully operational HSIA service and managed by TPx-provided CPE are treated according to their respective service SLAs. k. Latency is how much time it takes for a packet of data to get from one designated Core Network PE demarcation point to another Core Network PE demarcation point as defined above,and the packet's return to its origination point across TPx's Core Network. I. Measured throughput for services at any point in time is the actual available bandwidth for Customer data which can vary from the subscribed bandwidth due to service port speed,network and application protocol overhead (such as IP, Ethernet and application headers,transmissions, retransmissions and application protocol acknowledgments,error correction and time stamps),types of traffic contending for bandwidth and their prioritization plus other factors associated with communication services and the technologies used. Measured throughput rate is also determined by the slowest link between you and the endpoint you are communicating with especially over the Internet. m. Packet Availability is the difference between the number of packets transmitted at ingress to TPx's Core Network and the total number of packets received at egress from TPx's Core Network. n. Packet Delay Variation(Jitter)is the variation in the time between individual packets arriving.Jitter is measured one-way across TPx's Core Network. SmartVoice and UCx services are covered under the Network Availability SLA Objective when the customer reports Packet Delay Variation or Jitter. o. Service Response Time is the time between when a service ticket is opened (by either TPx or the Customer),and the time when TPx begins performance of remedial services,either in person or remotely. p. Single CPE is defined as a single instance of TPx-provided CPE. q. Single Local Access Circuit is defined as a TPx-provided Local Access Circuit from the Customer's premises terminated to the TPx Core Network edge equipment's ingress demarcation and may include a TPx- provided network terminating unit. Customer-provided Local Access Circuit and CPE are not included in this definition. r. SmartVoice Voice Availability—SmartVoice objective is to be available and capable of transmitting inbound and/or outbound calls 100%of the time The TPx voice platform includes the TPx voice switching platforms and trunking connections to the public switched telephone network(PSTN)or other public voice termination networks. Voice platform downtime shall exist when a Customer location's voice service is unable to transmit inbound and/or outbound voice calls on at least 25%of its SmartVoice subscribed call paths. Voice platform downtime is measured based on the total outage time incurred by the Customer. s. Time to Repair is the time between when the Customer first reports a service outage to TPx,or TPx notifies the customer that a trouble ticket has been opened on their behalf and the customer releases the service for repair,and when TPx notifies the customer that it is back in service. t. UCx Voice Availability—UCx's objective is to be available and capable of transmitting inbound and/or outbound calls 100%of the time.The TPx voice platform includes the TPx voice switching platforms and trunking connections to the public switched telephone network(PSTN)or other public voice termination networks. Voice platform downtime shall exist when a particular Customer location's voice service is unable to transmit inbound and/or outbound voice calls on at least 25%of its UCx subscribed seats or 25%of incoming/outgoing subscribed call path capacity.Voice platform downtime is measured based on the total outage time incurred by the Customer. u. TPx Service acronym definitions • UCx—Hosted Unified Communications • MSR IP VPN—Managed Services Router using • SmartVoice/SIP Trunking—Session Internet Protocol Virtual Private Network Initiation Protocol Trunking Services • VPLS—Virtual Private Local Area Network using Voice over Internet Protocols for • EPL—Ethernet Private Line delivery of SIP, Primary Rate interface • Internet/Direct Internet Access(DIA) and Channel Associated Signaling • HSIA—High Speed Internet Access trunking or Business Lines v010818 3 `115► 1 T� TPx Communications Service Level Agreement (SLA) Packet-Based Services • OneNet IP-VPN/MPLS—Internet Protocol Virtual Private Network using Multi-Protocol Label Switching 4. TPx SLA for Services and Networks a. TPx's objective for all packet-based services is 100%availability. b. Time to Repair(TTR)commences once the Customer or TPx opens a repair ticket,and the Customer makes the service available to TPx for repair. c. Services covered: • UCx • VPLS • SmartVoice/SIP Trunking • EPL • DNet IP-VPN/MPLS • TPx Internet/DIA • IP VPN • HSIA Service Response Time Time Interval Measurement <=1 hour for all Services to begin remedial activities Remedy 1/30th MRC for each hour exceeding 1 hour Core Network Availability TTR <=4 hours Remedy >4 hours: 1/30th MRC for each hour exceeding 4 hours High Availability Service with a combination of Two or More TPx-Provided Local Access Circuits, HSIAs or Customer-Provided Circuits and TPx High Availability CPE TTR <=4 hours Remedy >4 hours: 1/30th MRC for each hour exceeding 4 hours High Availability CPE TTR <=4 hours Remedy >4 hours: 1/30th MRC for each hour exceeding 4 hours Single Local Access Circuit provided by TPx(except HSIA) TTR <=4 hours Remedy >4 hours: 1/30th MRC for each hour exceeding 4 hours Single HSIA TTR <=24 hours Remedy >24 hours: 1/30th MRC for each 4 hours exceeding 24 hours Single CPE TTR <=24 hours Remedy >24 hours: 1/30th MRC for each 4 hours exceeding 24 hours v010818 4 lop Tpc TPx Communications Service Level Agreement (SLA) Packet-Based Services Core Network Availability Time Interval Measurement Calendar Month Remedy 1/30th MRC for each .001%below 100% Core Network Latency West Inter-Regional Networks National Network Central or (West to Central or (Between West and East East East to Central) Regional Networks) Regional Networks Latency(Round Trip, in 30 ms 50 ms 90 ms milliseconds) Time Interval Calendar Month Calendar Month Calendar Month Measurement Remedy 1/30th MRC for each 1 ms 1/30th MRC for each 1 ms 1/30th MRC for each 1 ms above 30 ms average above 50 ms average above 90 ms average Core Network Packet 99.9% 99.9% 99.9% Delivery Availability Time Interval Calendar Month Calendar Month Calendar Month Measurement Remedy 1/30th MRC for each full 1/30th MRC for each full 1/30th MRC for each full 1%below 99.9% 1%below 99.9% 1%below 99.9% Core Network Packet ()Net IP-VPN, MPLS, IP @Net IP-VPN, MPLS, IP ()Net IP-VPN,MPLS, IP Delay Variation/Jitter VPN,VPLS and EPL VPN,VPLS and EPL VPN,VPLS and EPL (One way,in services only services only services only milliseconds) COS 1<=5 ms COS 1<=5 ms COS 1<=7 ms COS 2<=7 ms COS 2<=7 ms COS 2<=14 ms Time Interval Calendar Month Calendar Month Calendar Month Measurement Remedy 1/30th MRC for each 2 ms 1/30th MRC for each 2 ms 1/30th MRC for each 2 ms above SLA for one Class above SLA for one Class above SLA for one Class of Service of Service of Service UCx Voice Availability Time Interval Calendar Month Calendar Month Calendar Month Measurement _ Remedy 1/30th MRC for each full 1/30th MRC for each full 1/30th MRC for each full hour of unavailability hour of unavailability hour of unavailability SmartVoice Voice Availability Time Interval Calendar Month Calendar Month Calendar Month Measurement Remedy 1/30th MRC for each full 1/30th MRC for each full 1/30th MRC for each full hour of unavailability hour of unavailability hour of unavailability v010818 5 TRI TPx Communications Service Level Agreement (SLA) for Time Division Multiplexed (TDM) Voice and Data Services 1. General TPx Communications is committed to providing its customers with the highest quality communications services. As a result,TPx will guarantee network service levels for the following categories,if applicable to TDM Voice and Data services and features purchased: Network Availability,Time to Repair, Latency,and Packet Delivery Guarantees. These guarantees apply to those services that utilize TPx's local access and core network for the delivery of its voice and/or data services as described in Section 3 below. For integrated services over the same access circuit, the SLA will only apply to the service affected by the impairment. TPx service is interrupted when it becomes impaired to the extent that a Customer's service falls below the performance specifications of this SLA because of the failure of the TPx network,equipment or facility component used to provide service under this agreement. An interruption period begins when an inoperative service is reported by the customer to TPx and the service is released for testing and repair and ends when the customer is notified that the service is operative. 2. Service Credit Claim Procedure and Limitations The customer must initiate the service credit claim within 45 business days after the end of the calendar month during or for which the event occurred. TPx will take all measures it deems appropriate to investigate reported failures. In no event shall the combined credits for the guarantees listed above,separately or combined with any other service credit claims against TPx,exceed in any month the total monthly recurring charge(MRC)owed by the customer for the affected service(s)and associated local access in that calendar month. No more than one service credit allowance shall be provided to a customer for an outage or interruption in service from a single or the same occurrence. No credit allowance for service interruptions will be made under the following circumstances: • Interruptions or impairments caused by the negligence of the customer or any third party not associated with TPx. • Interruptions or impairments of a service due to the failure of communications and network services, equipment, local access or systems provided by the customer or any third party not associated with TPx. • Interruptions or impairments of a service during any period in which TPx does not have access to the premises where the service is located. • Interruptions or impairments of a service when the customer has released the service to TPx for maintenance purposes,to make rearrangements, reconfigurations or for the implementation of an order for a change in the service during the time period that was negotiated with the customer prior to the release of that service. • Interruptions or impairments of services that are during planned or emergency,unplanned network maintenance activities. Planned maintenance activities are from 12 midnight to 6 AM local time seven days per week. Unplanned,emergency network maintenance activities may occur at any time. Both of these activities may or may not include a customer service interruption or impairment.TPx will undertake every reasonable effort to minimize any customer service interruption or impairment during these activities and any service interruption or impairment is not covered under this SLA. • Interruptions of service when the customer elects not to release the service for testing and/or repair and continues to use it on an impaired basis. • Interruptions or impairments caused by or related to labor difficulties,governmental orders,civil commotions,acts of terrorism,any third party not associated with TPx,criminal actions taken against TPx, acts of God and other circumstances beyond TPx's reasonable control. • Interruptions or impairments of service during periods of temporary discontinuance of service as specified in TPx's applicable tariffs,Acceptable Use Policy(AUP) and Customer's TPx Account Agreement(TAA)and Customer Addendums. V04012017 1 ler TPic TPx Communications Service Level Agreement (SLA) for Time Division Multiplexed (TDM) Voice and Data Services Section 3 SLAs for Services TPx TDM Voice Services Subject to SLAs • Business Lines • PRI • SuperTrunk/CAS • OnePac • Flex • Mpower Office Network Availability SLA Objective 99.999%for both TPx Core Network and TPx Provided Customer Local Access Circuit Time Interval Measurement Calendar Month Time to Repair(TTR) 4 hours for both Core Network and Local Access Circuit Remedy <4 hours: $0 >=4 hours: 1/30th MRC for each hour exceeding 4 hours I TPx Core Network SLA California and Nevada California,Nevada and National Network Objectives Regional Network Texas Inter-Regional, (Alaska,Hawaii and Intra-Texas and International require an Northeast Inter-Regional SLA Addendum) Networks Latency(Round Trip in 30 ms 50 ms 90 ms milliseconds) Time Interval Calendar Month Calendar Month Calendar Month Measurement Remedy 1/30th MRC for each 1 ms 1/30th MRC for each 1 ms 1/30th MRC for each 1 ms above 30 ms average above 50 ms average above 90 ms average Voice Availability 100% 100% 100% Time Interval One hour increments One hour increments One hour increments Measurement Remedy 1/30th MRC for each full 1/30th MRC for each full 1/30th MRC for each full hour of unavailability hour of unavailability hour of unavailability Definitions: 1. TPx Core Network is defined as being from our Provider Edges where TPx connects to the customer's local access circuit and to the far end TPx Provider Edge connecting to an Internet peering point or an interconnection to the Public Switched Telephone Network. 2. Customer Local Access Circuit is defined as being from TPx-provided equipment and/or local access circuit at the Customer premises to the interconnection point to TPx's Provider Edge network. 3. Calendar Month is a period from a specified day in one month to the day numerically corresponding to that day in the following month,less one. 4. Network Availability Objective is the calendar month availability of services to the customer. It is calculated as the percentage of time that the network is capable of accepting and delivering customer communications to the total time in the measurement period. Availability is defined as the customer having use of the service(s)even while another SLA parameter may be subject to repair and remedy. 5. Time to Repair is the period of time when the Customer first reports a service outage to TPx and releases the service for repair and when TPx notifies the customer that it is back in service. V04012017 2 TpicTPx Communications Service Level Agreement (SLA) for Time Division Multiplexed (TDM) Voice and Data Services 6. Latency is how much time it takes for a packet of data to get from one designated point to another and return to its origination point. 7. Packet Availability is the difference between the number of packets transmitted at ingress to TPx's Core Network and the total number of packets received at egress from TPx's Core Network. 8. Measured throughput for services at any point in time can vary plus or minus Ten Percent(10%)less than the Committed Information Rate(CIR)due to service port speed,type of customer traffic and its prioritization plus other factors associated with service delivery and the technology used. 9. Customer MRCs or recurring billing elements that are covered by this SLA may include Access, Port, Service, Feature and CPE according to the impact of a service outage or interruption. V04012017 3