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HomeMy WebLinkAboutMaster Agreement with TW Telecom for Phone ServiceDocument No. 533320 Customer Information and Contract Speficiations Customer Name: City of Meridian This Service Order is entered into by tw telecom holdings Inc, on behalf of itself and its wholly owned operating subsidiaries (collectively "TWTC") and City of Meridian ("Customer'). It is effective upon execution by both Parties ("Effective Date"). Service Address Description Order Type Term (Months) Qty Unit MRC Unit NRC Total MRC Total NRC 1401 E WATERTOWER FlexVoice (25 Call Paths) - Flat Renewal 36 1 $190.00 $0.00 $190.00 $0.00 7, MERIDIAN, ID 83642 - Includes 6500 LD Minutes - FlexCall (total). - Includes Managed ADTRAN IAD. - Service Level = 24x7x4 - Number of Simultaneous Calls = 1-25 - Voice Type (1) = 25 PRI Channel(s) - Includes Standard Voice Options. Domestic LD - Interstate 8xx $0.0200 - Interstate 1+ $0.0200 - Intrastate 8xx $0.0400 - Intrastate 1+ $0.0300 Enterprise Shared LD 1 $5.00 $15.00 $5.00 $15.00 Individual Telephone Numbers 211 N/A N/A $13.32 $0.00 - First 100 ITNs: Priced as 100 @ $0.00 mrc / $0.00 me - ITNs over 100: Priced as 111 @ $0.12 mrc / $0.35 me Site Readiness 1 $0.00 $0.00 $0.00 $0.00 - Transport = T-1 - Price valid up to 300ft cable distance, Up to 1 Oft raised ceiling. - Standard Delivery - To the MPoE (Customer Provided) Business Continuity - Automatic 1 $24.00 $0.00 $24.00 $0.00 Reroute - Type = Enhanced - Configuration = Trunk Group Call Forward to Single TN - # of Call Paths = 18 FlexVoice Transport 2 $136.50 $150.00 $273.00 $300.00 Subtotal $505.32 $315.00 3 E BROADWAY AVE, FlexVoice (35 Call Paths) - Flat Renewal 36 1 $266.00 $0.00 $266.00 $0.00 ERIDIAN, ID 83642 1 Service Order tw telecom - Confidential Page 1 of 5 Document No. 533320 Additional charges may be assessed if Customer causes a delay in installation or if wiring is required between the service address and the network demarcation point. Contract Provisions The Services ordered herein are governed by this Service Order and the tw telecom Standard Terms and Conditions executed by TWTC and Customer. Voice E911 Voice Services ordered herein are also governed by the Important E911 Disclosure and Acknowledgement that accompanies this Service Order Form or, if previously executed, Customer agrees the updated copy of tw telecom's E911 Disclosure and Acknowledgement located at 11th, 1wv% v itel corn, co mile 9 € 1disC10 Ljre- and-ac'kr4oWicxci l ,applies to the Services above. Service Order tw telecom — Confidential Page 2 of 5 it telecom - Document No. 533320 „ y Invoices Single prices shown above for bundled Services, or for Services provided at multiple locations, will be allocated among the individual services for the purpose of applying Taxes and regulatory fees and also may be divided on the Customer's invoice by location served. Activation Support If requested by Customer, TWTC may assist Customer with activating and/or configuring equipment on Customer's side of the Demarcation Point ("Activation Support"). Customer must compensate TWTC for such Activation Support at TWTC's then prevailing Time and Materials rates posted at www, hi -A l-ec r com. Voice Services Federal Subscriber Line Charges ("FSLC") will be assessed for VersiPak voice when not part of a VersiPak Bundle (ISDN PRIs, Digital and Analog Trunks, and Business Line) as well as for Complete Lines and Business Line/Analog Trunk Services. FSLC rates are posted to the TWTC web site at =,ii�!,rjf�krt 1ecom,c(m which may be modified from time to time. Customer may not use the Services to provide voice content related services including, without limitation, chat lines. TWTC's voice services are designed for end users and are not to be used to aggregate traffic, or as a substitute for carrier interconnection or switched access traffic carried in any protocol, including without limitation TDM, VOIP or any subsequently developed protocol. Additionally, TWTC does not support resale of switched services to end users including, but not limited to, support for E911 addressing, local number portability, calling name delivery, end user billing, and directory listings unless special arrangements are agreed to in writing by TWTC. Regardless of whether a caller requests privacy, Customer may not alter, change, disguise, remove or fail to pass to TWTC in the call path signaling information which identifies the actual telephone number of the original calling party and, if different, the billing number received from, assigned to or otherwise associated with the original calling party. If Customer uses the voice Services to support prepaid calling card calls, such use is subject to the requirements outlined in FCC Order 06-79 (June 30, 2006). Customer shall remit all intrastate or interstate access charges directly to the appropriate carrier. Voice Services provided herein are not designed for but may be compatible with remote metering, supervisory control and alarm signaling. To the extent Customer uses the voice Services to facilitate remote metering, supervisory control and alarm signaling purposes, Customer is solely responsible for ensuring compatibility. If Customer violates any of the restrictions or prohibitions in this section: (a) Customer must immediately notify TWTC; (b) TWTC may suspend or terminate Customer's voice Service immediately upon notice and, in addition to any other remedies provided in the Agreement or under law, Customer must pay all fees, charges and penalties that TWTC incurs arising from such prohibited uses, and (c) Customer shall indemnify, defend and hold TWTC harmless from all claims, demands, costs, damages, losses, liabilities and expenses of any nature arising from Customer's violation, including any costs and attorneys' fees incurred by TWTC. In addition to other remedies provided elsewhere in the agreement between the parties or available under applicable law, TWTC may refuse to provide, cancel orders for, or terminate or suspend Services immediately without notice if: (a) TWTC has reasonable evidence of, or determines in its reasonable discretion that such action is necessary to prevent or protect against Customer's illegal, improper or unauthorized use of Services including, without limitation, deception, fraud, tampering, schemes (such as revenue sharing, traffic pumping, access charge avoidance, or similar arrangements), or creation of actual or potential adverse financial effects; or (b) the Customer fails or refuses to furnish, or provides false, misleading, or unverifiable information regarding the Customer's identity, address, creditworthiness, business operations, its use or planned use of Services, or the jurisdictional nature or characteristics pertaining to its use or planned use of Service. Supplemental Voice Services Each Telephone Number (including Toll Free Numbers, provided they are associated to existing Toll Free Service), Directory Listing, Blocking service, and other supplemental voice services ("Supplemental Voice Services") requested by Service Order tw telecom — Confidential Page 3 of 5 Document No. 533320 Nl�telecom.. Customer after execution of this Service Order will be charged at the applicable rate in TWTC's current tariff or posted price list. Reductions in the quantity of Telephone Numbers requested prior to the beginning of installation of voice Service will not be subject to termination liability charges. Domestic and International Long Distance Services When selecting TWTC as Customer's Long Distance Provider for IntraLATA and InterLATA toll usage, Customers will be permitted to make toll calls to other TWTC local voice customers without incurring any usage charges. Customer's LD selection is made on the Long Distance Letter of Authorization form. If 40% or more of Customer's daily long distance traffic results in TWTC incurring inter -carrier compensation costs that are at least 20% higher than Customer's contracted long distance rate, subject to TWTC'S exercise of remedies described above in the Voice Services section, TWTC may immediately upon notice terminate Customer's long distance/toll Service, change Customer's long distance rate to the exchange tariffed rate effective with the first calls contributing to TWTC incurring inter -carrier costs at least 20% higher than Customer's contracted long distance rate, and recover from Customer all amounts due as a result of applying the exchange tariff rate to past long distance traffic. Three types of domestic package minutes are available: Flexcall minutes, LD BOBs and Prepaid LD BOBS. One type of International package minutes are available: LD iBoBs. LD international minutes are not included in any package except LD iBoBs. Flexcall minutes may be included each month as part of select voice services. LD BoBs and LD iBoBs are available on a monthly basis with a separate monthly recurring charge during the Service Term of the underlying voice service. Prepaid LD BoBs are available on an annual basis with a separate one-time, annual non-recurring charge and expire after one year, regardless of whether the underlying voice service is subject to auto renewal. The long distance minutes for Flexcall, and LD BoB's, and LD iBoBs are available until fully used or until the expiration of the applicable month, whichever comes first. The long distance minutes for Prepaid LD BoB's are available until fully used, until the expiration of the applicable year, or until the expiration of the Service Term of the underlying voice service, whichever comes first. Unused domestic and international package minutes do not carry forward to subsequent months or years. Domestic package minutes are applicable to both 1+ and 8xx toll free long distance calls. iBOBs only include outbound 1+ calls that terminate to landlines. International calling card usage, 1-800 calls, international calls that terminate to mobile phones, and/or domestic and international usage outside, or in excess, of package minutes will be charged at the rates specified in this Service Order or, if such rates are not specified in this Service Order, will be charged at the applicable TWTC current tariff rate or posted price lists, with a minimum initial per call charge of $.01 (one cent). Information regarding international toll blocking and international/offshore pricing for TWTC's international long distance Services is also available at this website: vvirvw.We -:° om,com/ta ifs -i nte rn atio n a krates. Enterprise Shared Long Distance Shared minutes shall include $0 rated minutes and BOB minutes and will be depleted on a first come first served basis by each location subscribing to Enterprise Shared Long Distance. Any overage minutes will be charged to the service location which incurs the charges. Managed SIP, Converged Services, and FlexVoicesm Services Battery Back -Up Customer is solely responsible for the acquisition, repair and maintenance of any back-up power system that the Customer deems necessary to support its telecommunications systems. In the event of a power failure, the absence or failure of a battery back-up system will result in loss of use of TWTC's services, including 911 service, and TWTC has no liability or responsibility for such loss of service. Service Order tw telecom — Confidential Page 4 of 5 Document No. 533320 Signature Block tw telecom. tw telecom holdings inc. Customer: City of Meridian Signature: Signature: Name: Tab Roper Name: - I Title: tw elecom GM Title: t Date: Date: it t-2 - I Sales Person: Jeff Cammann Customer and the individual signing above represent that such individual has the authority to bind Customer to this Agreement. Service Order tw telecom — Confidential Page 5 of 5 telecom., Document No. 533320 • Me a These Standard Terms and Conditions ("Agreement") are entered into by tw telecom holdings inc., a Delaware corporation, on behalf of itself and its wholly owned and state certified operating subsidiaries, (collectively "TWTC") and City of Meridian, a Idaho Governmental Entity ("Customer') and are effective upon execution by both Parties. Customer and TWTC may be referred to individually as a "Party" or collectively as the "Parties". TWTC is responsible for the performance of its operating subsidiaries under this Agreement. 1. Service Orders: Customer may submit service orders to TWTC to purchase telecommunication and related services under this Agreement ("Service Orders"). The Service Orders describe the telecommunication and related services that are available for purchase ("Services"). Service Orders executed by the Parties together with this Agreement form the final written agreement between the Parties and can only be amended or modified in a written document executed by both Parties. Services are subject to availability. The "Service Term" means the committed service duration for a particular Service as set forth in the applicable Service Order, including renewal periods. Upon expiration of a Service Term for a particular Service, the Service Term will automatically renew for successive 12 Month terms unless terminated by either Party upon written notice provided in accordance with Section 20 below at least thirty days prior to expiration of the then existing Service Term. 2. Term of Standard Terms and Conditions: The term of these Standard Terms and Conditions will commence upon signature by both Parties and will continue to govern Service Orders entered into by the Parties unless and until the Agreement is terminated in accordance with Sections 12 or 13 herein, or is otherwise superseded by a subsequent written agreement between the Parties. 3. Cancellation, Modification or Expedition of Orders: "Cancellation", "Modification" and "Expedite Charges" referenced hereunder are posted to the TWTC Website (www twte1 r111Lco ) and are subject to modification by TWTC effective upon posting to the TWTC Website. (a) Cancellation. Customer may cancel a Service Order if the request is received in writing by TWTC prior to the planned installation date, and TWTC shall have the right to assess a Cancellation Charge. If the request to cancel is received after installation has begun, Customer must pay full termination liability as set forth in Section 14 below. (b) Modification. Customer may request in writing the modification of any Service Order(s). Such request shall result in a Modification Charge. If TWTC receives a written modification request for delay of installation less than 3 days prior to the planned installation date, Customer must pay, in addition to the Modification Charge, the monthly recurring charge ("MRC") applicable to the delayed Service for the shorter of one billing month or the period from the original due date to the requested installation date. TWTC reserves the right to limit the number of requests to delay the planned installation date. (c) Expedite. Customer may request an expedited installation date. If TWTC accepts the expedited installation date, Customer must pay an Expedite Charge. (d) Third Party Charges. In addition to the charges set forth in (a), (b) and (c) above, TWTC may bill Customer for third party charges it incurs in order to complete Customer's request to cancel, modify, or expedite the Service Order. 4. TWTC Network, Access and Interconnection: (a) Responsibilities. TWTC will own and control the telecommunications equipment, cable and facilities installed and operated by TWTC for provision of the Services to Customer ("TWTC Network"). The TWTC Network will remain TWTC's personal property regardless of where located or attached. TWTC has the right to upgrade, replace or remove the TWTC Network in whole or in part, regardless of where located, so long as the Services continue to perform. TWTC has the right to limit the manner in which any portion of the TWTC Network is used to protect its technical integrity. Customer may not alter, move or disconnect any parts of the TWTC Network and is responsible for any damage to, or loss of, the TWTC Network caused by Customer's (or its end users') breach of this provision, negligence or willful misconduct. TWTC has no obligation to install, maintain or repair any equipment owned or provided by Customer unless otherwise agreed to in a Terms and Conditions tw telecom — Confidential Page 1 of 7 Document No. 533320 writing executed by the Parties. If Customer's equipment is incompatible with the Service, Customer is responsible for any special interface equipment or facilities necessary to achieve compatibility. (b) Access. Customer must provide TWTC with access to its premises to install and maintain Services and TWTC's Network. Customer must provide, at its expense, the following (collectively "Premise Requirements"): (i) appropriate space, power and environmental conditioning; and (ii) reasonable access rights and/or rights of way from third parties, as may be required for the installation and maintenance of the TWTC Network at and into Customer's premises. Customer must pay a Modification Charge if Customer does not provide the Premise Requirements prior to the scheduled installation date. In addition to the Modification Charge, TWTC may charge Customer for the reasonable time and materials incurred and documented by TWTC that are incurred because of Customer's failure to timely provide the Premise Requirements plus any third party charges assessed against TWTC. Customer must provide TWTC with a contact and/or help desk number that can be reached 24 hours per day/7 days per week. (c) Demarcation Point, Inside Wiring and Activation Support. TWTC shall be responsible for provisioning Service up to the Demarcation Point, and Customer is responsible for providing and maintaining any necessary wiring and facilities on Customer's side of the Demarcation Point. "Demarcation Point" means the TWTC-designated physical interface between TWTC's Network and Customer's equipment, which point shall be either (i) in the case of a Service terminating at a TWTC owned or controlled premise, TWTC's designated distribution panel or network interface device located within such TWTC premise or (ii) in the case of a Service terminating at a Customer's premise, the distribution panel or network interface device located at the common telecommunications ("telco") demarcation at the Customer's or end -user's premise (e.g., entry point for telco facilities, telco closet or common telco room). If requested by Customer, TWTC may install, coordinate or otherwise arrange for installing or obtaining from third parties, facilities on Customer's side of the Demarcation Point ("Inside Wiring") and/or assist Customer with activating and/or configuring equipment on Customer's side of the Demarcation Point ("Activation Support"). Customer agrees to pay Time and Materials rates posted at www.twtelecom.com for any Inside Wiring and Activation Support performed by TWTC personnel and agrees that TWTC may bill Customer for the third party charges TWTC incurs to provide Inside Wiring. (d) Letter of Authorization / Carrier Facility Assignment. If Customer intends to connect the Services to facilities that it or TWTC does not own, it must provide TWTC with and maintain (for the Service Term) a current letter of authorization and carrier facility assignment, as applicable. 5. Installation and Maintenance: (a) Installation. TWTC will notify Customer when the Service has been successfully installed and is available for Customer's use ("Service Date"). Unless Customer notifies TWTC by the close of business on the Service Date that the Service is not operational, the Service Term will commence. If Customer so notifies TWTC, the Service Date will not occur and the Service Term will not commence until the Service is operating properly. The Service Date will not be delayed or postponed due to problems with Customer's equipment or Customer's lack of readiness to accept or use the Service. (b) Maintenance: (i) Scheduled Maintenance. TWTC will monitor TWTC's Network 24 hours per day, 7 days per week. Scheduled Maintenance will be performed between the hours of midnight and 6:00 a.m. (local time where the maintenance is being performed) unless another time is agreed to by the Parties for the particular circumstance. TWTC will endeavor to provide Customer with at least five business days' notice before performing Scheduled Maintenance unless a shorter notice period is required under the circumstances. (ii) Emergency Maintenance. forth in Section 5(b)(i) above, circumstances. If TWTC has to perform maintenance outside of the Scheduled Maintenance window set then TWTC will provide as much prior notice to Customer as is practicable under the Terms and Conditions tw telecom — Confidential Page 2 of 7 "N tw`telecom.. Document No. 533320 M 6. Charges, Billing, Taxes and Payment: (a) Services are billed on a monthly basis commencing with the Service Date. Services are invoiced in advance, but usage charges are invoiced in arrears. Any installation or other non-recurring charges, which are non-refundable, will appear on the first monthly invoice. (b) TWTC may require a deposit prior to the provision of any new Service. TWTC also may require a deposit as a condition to its obligation to continue to provide Services if Customer has failed to timely pay for Services on two occasions during any six month period. (c) TWTC will invoice Customer for applicable Taxes (as defined below) and, whenever possible, will identify such charges as a separate line item on the invoice. Customer will be liable for Taxes which were assessed by or paid to an appropriate taxing authority within the applicable statute of limitations period. If Customer fails to pay any Taxes properly billed, then as between TWTC and Customer, Customer will be solely responsible for payment of the Taxes, and penalty and interest. "Tax" or "Taxes" mean any federal, state or local excise, gross receipts, gross margin, value added, sales, use or other similar tax, fee, tax -like fee or surcharge of whatever nature and however designated, imposed, or sought to be imposed, on or with respect to purchases by Customer from TWTC for consideration under this Agreement, which TWTC is required or permitted by law or a tariff to collect from Customer; provided, however, that the term "Tax" will not include any tax on TWTC's net income or payroll taxes. If either Party is audited by a taxing or other governmental authority, the other Party agrees to cooperate reasonably by responding to the audit inquiries in a proper, complete and timely manner. TWTC will cooperate, at Customers expense, with reasonable requests of Customer in connection with any Tax contest or refund claim. The Customer will ensure that no lien is attached to or allowed to remain on any asset of TWTC as a result of any Tax contest. Customer will indemnify and hold TWTC harmless against any liabilities, damages, losses, costs or expenses arising out of such Tax proceedings, including without limitation any additional Taxes, interest, penalties and attorney's fees. If Customer claims an exemption for any Taxes, Customer must provide TWTC with a proper tax exemption certificate as authorized by the appropriate taxing authority. Customer must pay the applicable Taxes to TWTC until it provides TWTC with a valid tax exemption certificate. If applicable law exempts a Service under this Agreement from a Tax, but does not also provide an exemption procedure, then TWTC will not collect such Tax if Customer provides TWTC with a letter signed by one of its officers: (i) claiming a right to the exemption; (ii) identifying the applicable law that allows such exemption and does not require an exemption certificate; and (iii) agreeing to indemnify and hold TWTC harmless from any tax, interest, penalties, loss, cost or expense asserted against TWTC as a result of its not collecting the Taxes from Customer. (d) TWTC will invoice Customer for applicable Recovery Fees (as defined below) and, whenever possible, will identify such charges as a separate line item on the invoice. "Recovery Fees" means a surcharge to recover certain fees imposed on TWTC by a regulatory assessing authority for such things as doing business in certain jurisdictions, paying for rights-of-way charges, and/or funding certain government sponsored or supervised programs. (e) Payment for all undisputed amounts due under this Agreement must be received by TWTC on or before thirty (30) days after the date of invoice ("Due Date"). Any payment or portion thereof not received by the Due Date is subject to a late charge on the unpaid amount at the lesser of 1.5% per month or the maximum rate permitted by law. 7. Disputes: If Customer disputes any charges, it must log the dispute by completing and submitting a dispute form via TWTC's dispute website located at: h ili € Ng -1 i. ornf1dis a :te f, or by contacting TWTC's dispute telephone line at 1-800-829-0420. All disputes must be submitted to TWTC in the manner specified above within 120 calendar days of the date of the invoice associated with the disputed charges, or the invoice shall be deemed correct and all rights to dispute such charges are waived. Withheld disputed amounts determined in favor of TWTC must be paid by Customer within five (5) business days following written, electronic or telephonic notice of the resolution, and will bear interest at the lesser of 1.5% per month or the maximum rate allowed by law from the Due Date until the date paid. Terms and Conditions tw telecom — Confidential Page 3 of 7 Document No. 533320 8. Service Levels I Service Outage Credits: �t I C k m v Y (a) Service Level Agreement ("SLA"). The SLAs provided by TWTC are set forth at htt //Wof i.tvitel com com/S A s. The SLAs identify the applicable performance metrics and Service Outage credit tables. If a specific SLA is not identified on the website for a particular Service, then credits for Service Outages exceeding thirty (30) minutes will be calculated on a pro rata basis, i.e. credits will be calculated by multiplying the duration of the Service Outage by the applicable MRC, divided by the monthly period. Credits issued during a calendar month will not exceed the MRC associated with the Service that experienced the Service Outage(s). (b) Service Outage Definition. A "Service Outage" is defined as either: (a) material non-compliance with a specific performance metric in a SLA; or (b) a complete loss of transmission or reception capability for a Service caused by TWTC's Network. (c) Reporting and Tracking of Service Outages. If there is a Service Outage, Customer must contact TWTC's Customer Network Reliability Center ("CNRC") at 800-829-0420 and TWTC will open a trouble ticket and provide Customer with a trouble ticket number for tracking purposes. (d) Duration of Service Outage and Application of Credits. For the purpose of calculating applicable credits, a Service Outage begins when Customer reports the Service Outage to TWTC's CNRC and ends when the Service is restored. Service Outages do not include outages and failures caused by the equipment, acts or omissions of Customer, third parties, Force Majeure events, or outages occurring during scheduled or emergency maintenance. The duration of a Service Outage does not include any time during which TWTC is not allowed access to the premises necessary to restore the Service. Credits for Service Outages are only issued if requested by Customer, and such requests must be submitted to TWTC within 120 days from the date Service is restored. (e) Chronic Trouble Services. If two Service Outages have occurred on a particular Service during a 30 -day period and a third Service Outage occurs within thirty days following the second Service Outage, Customer may terminate the applicable Service without early termination liability provided that Customer supplies TWTC with a written termination notice within thirty days following the third Service Outage. (f) Remedies. Notwithstanding anything to the contrary in this Agreement, the remedies set forth in the service level agreement and in Sections 8(a) and 8(e) of this Agreement constitute Customer's sole and exclusive remedy for Service Outages. (g) Service Outages Not Caused by TWTC's Network. If TWTC responds to a service call initiated by Customer, and TWTC reasonably determines that the cause of the problem is: (i) not due to TWTC's Network; or (ii) on Customer's side of the Demarcation Point, Customer must compensate TWTC for the service call at TWTC's then prevailing Time and Materials rates posted at wwi £Jwte1eco er_t . 9. Governmental Regulation - Changes: (a) This Agreement is subject to all applicable federal, state and local laws, rules and regulations, and each Party must comply with them in performing its obligations hereunder. To the extent any provision herein conflicts with any applicable law, rule or regulation, such law, rule or regulation will supersede the conflicting provision. (b) TWTC may discontinue or impose additional requirements to the provision of Service, upon 15 days written notice, if necessary to meet regulatory requirements or if such requirements have a material, adverse impact on the economic feasibility of TWTC providing the Service. Customer is not responsible for the termination liability set forth in Section 14 below if TWTC discontinues the Service under this subsection. 10. Indemnification: Each Party ("Indemnitor") shall indemnify, defend and hold the other Party ("Indemnitee") harmless from all losses or damages arising from or related to bodily injury or physical damage to tangible property caused by the negligence or willful misconduct of Indemnitor. Customer shall indemnify, defend and hold TWTC harmless from all losses or damages arising from Customer's violation of third party intellectual property rights, all claims of any kind by Customer's end users, or any act or omission of Customer associated with any Service. Terms and Conditions tw telecom — Confidential Page 4 of 7 telecom.. Document No. 533320 _. 11. Limitation of Liability: Except for the Parties' respective obligations set forth in Section 14 herein, neither Party is liable to the other for indirect, consequential, special, incidental, or punitive damages of any kind or nature whatsoever (including without limitation lost profits, lost revenues, lost savings, lost opportunity or harm to business), whether or not foreseeable, whether or not the Party had or should have had any knowledge, actual or constructive, that such damages might be incurred, and regardless of the form of action, nature of the claim asserted or the frustration of either Party's purpose. Indirect damages include, but are not limited to, damages of the kinds specified in the preceding sentence that are incurred by a third party and are asserted against a Party (including attorneys' fees and expenses). TWTC's liability to Customer for direct damages may not exceed one month's calculation of the applicable MRCs regardless of the form of action, nature of the claim asserted or the frustration of either Party's purpose. TWTC has no liability for the content of information that Customer passes through TWTC's Network, Customer's transmission errors, or any failure to establish connections outside of the TWTC Network. 12. Termination by TWTC: (a) Termination With Notice. TWTC may suspend or terminate all Services associated with a delinquent account if Customer fails to cure by paying the outstanding balance in full within ten (10) days following written notice by TWTC. TWTC also may suspend Services and terminate this Agreement if Customer, following thirty (30) days' written notice (or shorter period if mandated by the governing authority or if necessary due to threat of imminent harm) fails to cure: (i) Customer's material breach of any provision of this Agreement or violation of any law, rule or regulation governing the Services; or (ii) Customer's insolvency, bankruptcy, assignment for benefit of creditors, appointment of trustee or receiver. (b) Termination Without Notice. TWTC may terminate or suspend Services without notice if: (i) necessary to protect TWTC's Network; (ii) TWTC has reasonable evidence of Customer's illegal, improper or unauthorized use of Services; or (iii) required by legal or regulatory authority. (c) Post Termination. Any termination or disconnection shall not relieve Customer of any liability incurred prior to such termination or disconnection, or for payment of unaffected Services. TWTC retains the right to pursue all available legal remedies if it terminates this Agreement or disconnects Services in accordance with this Section. All terms and conditions of this Agreement shall continue to apply to any Services not so terminated, regardless of the termination of this Agreement. All requests for disconnection will be processed by TWTC in thirty (30) days or less. Customer must pay for Services until such disconnection actually occurs. 13. Termination by Customer: Customer may terminate this Agreement and/or any Services hereunder upon thirty (30) days prior written notice, without incurring termination liability, for TWTC's (i) breach of any material provision of this Agreement, or any law, rule or regulation that affects Customer's use of Services, which remains uncured at the end of the notice period and/or (ii) insolvency, bankruptcy, assignment for the benefit of creditors, appointment of trustee or receiver or similar event. 14. Termination Liability: If TWTC terminates this Agreement or any Service Orders pursuant to Section 12 above (other than subsection b(iii)), or if Customer terminates this Agreement or any Service Orders for any reason other than pursuant to Section 13 above, all MRCs associated with the terminated Services for the balance of the applicable Service Term shall become immediately due and payable. TWTC acknowledges that funding to pay for Services ordered under this Agreement is subject to annual appropriations by the appropriate governing body, and in the event adequate sums are not appropriated in any fiscal year to fund Customer's use of telecommunications services, Customer may terminate this Agreement upon no less than 45 days prior written notice. Such termination will not affect Customer's obligations with respect to payment for Services during any prior period. Customer represents and warrants, however, that Customer will include sufficient funding to cover the charges in this Agreement in each Customer budget submitted for approval, and will actively support the appropriation of such funding, during the term of this Agreement. 15. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, not to be unreasonably conditioned, withheld or delayed, except that: (1) TWTC may assign its rights and/or obligations hereunder (a) to its parent, affiliates or subsidiaries; (b) pursuant to a merger, acquisition, reorganization, sale or transfer of all or Terms and Conditions tw telecom — Confidential Page 5 of 7 w� f teleco m- Document No. 533320 �r.- substantially all its assets; or (c) for purposes of financing; and (2) Customer may assign its rights and/or obligations hereunder (a) to its parent, affiliates or subsidiaries; or (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets, provided that any assignment by Customer pursuant to this exception is subject to the following conditions: (i) the proposed assignee satisfies TWTC's credit and deposit standards; (ii) Customer has fully paid for all Services through the date of assignment; and (iii) the proposed assignee agrees in writing to be bound by all provisions of this Agreement. 16. Entire Agreement: This Agreement, together with the Service Order(s) and applicable tariffs or price lists on file with the appropriate public utilities commission or similar regulatory body set forth the entire agreement with respect to the subject matter hereof, and supersede all prior agreements, promises, representations, and negotiations between the Parties. If there is a conflict, the Service Order shall prevail over this Agreement and any applicable tariff or price list shall prevail over both. Modifications, amendments, supplements to or waivers of this Agreement must be in writing and executed by both Parties. 17. Force Majeure: Either Party shall be excused from performance if the inability to perform is due to a cause or causes beyond such Party's reasonable control, including without limitation, acts of God, fire, explosion, vandalism, acts of terrorism, cable cuts caused by a third party, adverse weather conditions, labor strikes and governmental action ("Force Majeure"). If such inability to perform continues for sixty days or longer, the other Party may terminate the affected Services. Customer's invocation of this clause does not relieve Customer of its obligation to pay for Services actually received. 18. Governing Law - Litigation: The interpretation of the rights and duties of the Parties and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and subject to the laws of the State of Idaho excluding its principles of conflicts of law. If litigation is commenced to enforce this Agreement, the prevailing Party is entitled to reimbursement of its costs and attorneys' fees from the other Party. 19. Headings: Headings herein are for convenience only and are not intended to have substantive significance in interpreting this Agreement. 20. Notices: Any notice required under this Agreement must be in writing and be delivered to the receiving Party at the addresses listed below (i) in person, (ii) by certified mail with return receipt requested, or (iii) by overnight courier. A notice is deemed given (i) when delivered, if personally delivered, (ii) at the time indicated on the return receipt, if delivered by certified mail, or (iii) at the time the party or its representative executes the delivery receipt, if delivered via courier. TWTC must provide such notice to Customer's billing address, and Customer must provide such notice to TWTC at 10475 Park Meadows Drive, Littleton CO 80124, Attn: Deputy General Counsel, except that if Customer is disconnecting Services for any reason, it must deliver notice to TWTC either by facsimile to 303-803-9638 or by email to "C}irs�':�rr:erC a,, fi r iel r,orri,corrr". Notice by facsimile or email is deemed given when delivered. 21. No Waiver: A Party's failure to enforce any provision of this Agreement shall not be construed as a future or continuing waiver of such provision. 22. Public Releases, Use of Name: Neither Party may issue a news release, public announcement, advertisement or other form of publicity regarding this Agreement nor the Services provided hereunder without the prior written consent of the other Party. Customer may not use TWTC's name, logo or service mark without TWTC's prior written consent. TWTC may use Customer's name and logo in materials presented to analysts and investors. 23. Representations and Warranties: Each Party represents and warrants that it is fully authorized to enter into this Agreement. TWTC represents and warrants that the Services will be performed by qualified and trained personnel. TWTC does not guarantee, represent or warrant that the Services will be without interruption. TWTC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, AND DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR ORDINARY PURPOSE. 24. Severability: If any provision hereunder is declared or held invalid, illegal or unenforceable, this Agreement will be revised only to the extent necessary to make such provisions legal and enforceable, or if impossible, the unaffected Terms and Conditions tw telecom — Confidential Page 6 of 7 Document No. 533320 Jtelecom, portions of this Agreement shall remain in full force and effect so long as the Agreement remains consistent with the Parties' original intent. 25. Survival: The terms and conditions of this Agreement will survive the expiration or termination of this Agreement to the extent necessary for their enforcement and for the realization of the benefit thereof by the Party in whose favor they operate. 26. Relationship of Parties; No Third Party Beneficiaries: The Parties are independent contractors, and nothing herein creates or implies an agency, joint venture or partnership relationship between the Parties. This Agreement shall bind and inure to the benefit of TWTC, Customer, and permitted successors and assigns. The Parties do not intend to create any rights for the benefit of any third parties. 27. Confidentiality: Each Party may disclose confidential information to the other Party in connection with this Agreement. Confidential information includes this Agreement, Service Orders, SLAs, all pricing information and any other information that is marked confidential or bears a marking of like import, or that the Party disclosing such information states is confidential and then confirms such confidentiality in writing within ten (10) days ("Confidential Information"). Confidential Information may only be used in connection with performance under this Agreement. Confidential Information may not be disclosed except to those employees or affiliates of the receiving Party who have a need to know, or to consultants or subcontractors of the receiving Party who agree to be bound by this section. Confidential Information does not include information that is generally available to the public through no wrongful act of the receiving Party or is independently developed by the receiving Party. Upon termination or expiration of this Agreement, the receiving Party will return the Confidential Information or destroy it. The obligations of this provision will survive for five years after the termination or expiration of this Agreement. Signature Block tw telecom holdings inc. Customer: City of Meridian Signature: Signature: Name: Tab Roper Name. rn m Title: tw teleporn GM Title: Date: ! ----------------kJ Date: It I Sales Person: Jeff Cammann Customer and the individual signing above represent that such individual has the authority to bind Customer to this Agreement. Terms and Conditions tw telecom — Confidential Page 7 of 7 Document No. 533320 Free Month Promotional Addendum Jtelecom_ This Addendum is entered into contemporaneously with the Parties' execution of the attached Service Order. In accordance with this sales promotion, Customer shall receive a promotional credit equal to the monthly recurring charges for the Services eligible for the promotion, provided that the total allowable credit may not exceed $2,500.00. This sales promotion does not apply to non-recurring or usage type charges, taxes and surcharges. Promotional Credit Amount: $829.84 Customer is eligible to receive the promotional credit specified above based on Customer committing to a renewal Service Term as specified below. The credit will appear on the first invoice of the new Service Term. Promotion: Renewal Term: 36 Months Location: Boise ICB: KKOB-7AWU8Y Signature Block tw telecom holdings inc. Customer: City of Meridian Signature: Signature: Name: Tab Roper Name: ` Title: Ny telecom OM Title: Date: Ale Date: Sales Person: Jeff Cammann Free Month Addendum tw telecom — Confidential Page 1 of 1 Document No. 533320 Important E911 Disclosure and Acknowledgement TWTC provides access to the Enhanced 911 ("E911") system that sends a caller's telephone number and location to an emergency dispatcher (called a Public Safety Answering Point "PSAP"). In order to work successfully, the system relies on the correct input of numbers and addresses into centralized databases. With the introduction of Internet Protocol or "IP" based voice services, including the use of virtual telephone numbers, it is critical that TWTC's customers ("Customer") understand and acknowledge the items below. Take note that E911 access may not be available, or may be limited, as follows: Emergency Responders Will Not Be Able to Locate Individual End User Stations Unless Customer Takes Additional Steps. Except for calls that originate from Remote Telephone Numbers (RTNs), or as explained below if a Customer re-routes calls, TWTC will advise emergency responders only of the main street address where TWTC has actually installed the voice service. For all calls that originate from RTNs, TWTC will advise emergency responders only of the street address shown on the applicable Service Order, at which the Customer has indicated to TWTC in writing that Customer will physically use the telephone number. RTNs are telephone numbers that a customer uses at a location which is physically different from the street address where the trunk service to which the numbers terminate has been installed. The proper functioning of E911 services depends on correct identification of the service location from which calls are originated, which is programmed into equipment at the site through which calls are routed. During the provisioning process Customer and TWTC jointly will assign and program locations and routes for 911 calling. After installation, if Customer wishes to reroute outbound calls through equipment at a site different from the original programming, or originates calls from a location not disclosed to TWTC, in order for E911 Services to correctly work, Customer must first make arrangements with TWTC to re -program the equipment at the new site to correctly identify the location associated with the affected telephone numbers. TWTC cannot identify, control or track the location of individual end-user stations beyond the demarcation point between TWTC's Network and the Customer's equipment. TWTC also cannot see the Customer's method of connecting end-user stations beyond the demarcation point. As a result, emergency authorities will be unable to identify or locate individual end-user stations unless the Customer takes the following steps. If the Customer wants emergency responders to know the location of individual end users, then: (a) for traditional voice services and Direct SIP, the Customer must purchase commercially available Private Switch/Automatic Location Identification ("PS/ALI") software and Customer must also arrange in writing with TWTC to obtain a special E911 feature; and (b).for Converged Voice, SIP Trunking, or Enterprise SIP Trunking (but not Direct SIP) services, the Customer must first arrange in writing with TWTC to obtain a special E911 feature and for TWTC to update the 911 database . 2. Emergency Responders Will Only Be Able to Locate Calls From Telephone Numbers Assigned by TWTC. TWTC's Services are configured to transmit to PSAPs the main physical address only for telephone numbers that TWTC has assigned to the Service. Unless otherwise agreed in writing, the physical location of callers from other telephone numbers will not be sent to emergency responders. 3. Do not call 911 from Foreign Exchange Services. TWTC's Network does not support dialing 911 from foreign exchange services (including BES, EES, ISS, Virtual Reach, Local Reach or VTN) and E911 will not properly operate from these services. Should the customer attempt to use these services to reach 911, even calls that may complete will not be directed to a PSAP in a location capable of responding to the emergency. 4. Moving or Disabling Equipment May Block E911 Calls. If you move the equipment used to provide service (IAD or other device) to a location other than the service address you identified when service was first installed without telling us, or if you disable or damage the equipment, E911 calls may not be directed to a PSAP capable of responding to the emergency condition. E911 Acknowledgement tw telecom — Confidential Page 1 of 2 Document No. 533320 Jtelecom_, 5. Power Outage May Prevent E911 Calls. If a power failure occurs that lasts longer than the life of the backup battery in or attached to the equipment on your premises used to provide service, E911 access will not work and you will not be able to reach emergency responders. YOU SHOULD OBTAIN A BACKUP MEANS OF CONTACTING E911 SERVICES AND INFORM YOUR USERS HOW TO DO SO. TWTC has no liability or responsibility whatsoever for inaccuracies in the E911 database associated with Customer provided information, and TWTC is not responsible for Customer's inability to access emergency services, except to the extent caused by TWTC's gross negligence or willful misconduct. Customer hereby waives and releases TWTC for any and all claims that it has or may have against TWTC now or at any time in the future for damages or compensation of any kind that arise from, or in any manner relate to, voice services not having the functionality to provide access to E911 services. Customer further agrees to indemnify and hold TWTC harmless for any claims that are asserted against TWTC that arise from or in any manner relate to voice services not having functionality to provide access to E911 services. ACKNOWLEDGEMENT: By signing this Disclosure and Acknowledgement, Customer affirmatively acknowledges that it understands and will inform users that they may not be able to contact emergency services by dialing 911 in the circumstances described above. Signature Block Customer: City of Meridian Signature: Name: (�Wt 1 Title.- itle:Date: -Date: Customer and the individual signing above represent that such individual has the authority to sign this acknowledgement on behalf of Customer. E911 Acknowledgement tw telecom — Confidential Page 2 of 2 Document No. 533320 Long Distance Letter of Authorization Customer Name: City of Meridian Jtelecom.. I hereby authorize tw telecom holdings, inc. to change my InterLATA and IntraLata Primary Exchange Carrier (PIC) for all of the services on the service order form Document No. 533320 to tw telecom holdings, inc. Signature Block Si nature: Name: Title: Date: - t Customer and the individual signing above represent that such individual has the authority to sign this authorization on behalf of Customer. Long Distance LOA tw telecom — Confidential Page 1 of 1