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HomeMy WebLinkAboutLevel 3 Communications - City Wide Phone Service RenewalADDENDUM TO R4 RENEWAL SERVICE ORDER NO. 25840-36-01 BETWEEN THE CITY OF MERIDIAN AND LF,VEL 3 COMMUNICATIONS, LLC ['his Addendum ("Addendum") (i) is entered into by and between LEVEL 3 COMMUNICATIONS, LLC ("Level 3") and the Cite of Meridian ("Customer'), and (ii) modifies R4 Renewal Service Order — Contract ID 25840-36-01 signed by Customer (the "Service Order"), a copy, of which is attached and incorporated by reference. This Addendum is effective as of the date executed by both parties. WHEREAS, the parties wish to augment the Service Order to clarify the terms and conditions that govern the order. NOW 'THEREFORE., the parties agree to modify the Service Order in the following limited respects: 1. Paragraph 4 ol'the Scrvice Order is revised to read as follows: 4. tAcept to the extent that disclosure is required by applicable lacy, this renewal order is confidential and may not be disclosed to third parties. '_. Limited to Relevant Service Order. The parties acknowledge and agree that this Addendum shall apply to the Service Order and shall have no applicability to any other order(s) that Customer mal have otherwise submitted or may submit to Level 3 in the future. All other Terms and Conditions will remain in effect. These terms and conditions have been read, are understood. and are hereby accepted. LEVEL 3 COMMUNICA'T'IONS, LLC ("Level 3") CITY OF MERIDIAN ("Customer") Name Dwight E. Steiner Vice President & Title Deputy General Counsel Date Page I of I Name -T�:,,�y i ie Title_ /ti !�_ yur Date i lI k MASTER SERVICE AGREEMENT Page 1 of 4 © Level 3 Communications, LLC. All rights reserved. Proprietary and Confidential This Agreement ("Agreement") is made as of the last date of full execution by the parties as indicated below (“Effective Date”), by and between LEVEL 3 COMMUNICATIONS, LLC (“Level 3”) and the City of Meridian (“Customer”), and contains the general terms and conditions applicable to purchases of services (“Services”) from Level 3. 1. Service Delivery. Requests for Services will be on Level 3 orders (“Orders”) stating the pricing and term (“Service Term”) for which Services are requested. The Service will continue on a month to month basis at the expiration of the Service Term at Level 3’s then current rates. Level 3 will notify Customer electronically or in writing (a) of acceptance of the Customer Order by delivering the date by which Level 3 will install Service (the “Customer Commit Date”) and (b) when Service is installed (a “Connection Notice”), at which time billing will commence (“Service Commencement Date”). Unless Customer notifies Level 3 within 3 days of the Service Commencement Date that Service is not working properly, the Service will be deemed accepted and billing will commence on the Service Commencement Date. If Level 3 cannot complete installation due to Customer delay or inaction, Level 3 may begin charging Customer for the Service and Customer shall pay such charges which will appear on Customer’s first invoice following the Service Commencement Date. Customer will at its expense timely provide suitable access to non-Level 3 facilities and power for the installation, maintenance, upgrade and/or removal of Level 3 network and equipment. If third party local access services are obtained by or for Customer, Customer will cooperate with Level 3 by providing: (i) information (including firm order commitments (FOC)) to enable cross-connects to Level 3 Service(s), (ii) necessary authorizations and other information respecting circuit grooming, and (iii) written third party disconnection FOCs where a related Service is disconnected. Title to all equipment and software provided by Level 3 remains with Level 3. Level 3’s then current Acceptable Use and Privacy Policies (available at www.level3.com ) apply to Customer’s use of Service. 2. Charges . Invoices are delivered monthly and due 30 days after the invoice date. Fixed charges are billed in advance and usage-based charges are billed in arrears, partial months being prorated. Level 3’s standard charges apply to moves, adds or changes agreed to by Level 3. Past due amounts bear interest at the lesser of 1.5% per month or the highest rate allowed by law. Customer agrees to pay all Service charges, even if incurred as the result of unauthorized use. If Customer disputes an invoice, Customer will pay the undisputed amount by the due date and submit written notice of the disputed amount detailing the nature of the dispute and the invoices disputed. Disputes must be submitted within 90 days of the date of the invoice or the right to dispute is waived. If a dispute is resolved against Customer, Customer will pay the disputed amounts plus interest from the due date within 30 days. Level 3 may require a security deposit of up to 2 months estimated charges as a condition to accepting an order or, for a) usage-based Services at any time; or b) non-usage based Service if Customer fails to timely pay Level 3 hereunder or Level 3 reasonably determines that Customer has had an adverse change in financial condition. If any change in applicable law or regulation affects the delivery of Service, Level 3 may pass any increased costs through to Customer and Customer may terminate the affected Service without termination liability by delivering written notice to Level 3 within 30 days. 3. Taxes and Tax Like Fees . Except for Level 3's net income tax, Customer is responsible for all taxes, fees, surcharges, license fees, foreign withholding (which will be grossed up) and other tax like charges imposed on or incident to the provision, sale or use of Service (whether imposed on Level 3 or its affiliates). Level 3 may recover taxes, fees, and certain costs of administering the same through a percentage surcharge(s) on the Services. Valid exemption certificates will be given prospective effect upon receipt by Level 3. 4. Termination. If (i) Customer fails to pay Level 3 any undisputed charges when due and such failure continues for 5 business days after written notice from Level 3 or (ii) either party fails to observe any other material term of this Agreement and such failure continues for 30 days after written notice from the other party, then the non-defaulting party may terminate this Agreement or any Order, in whole or in part, and subject to the limitations of this Agreement, pursue any remedies it may have at law or in equity. If Customer cancels or terminates Service for convenience or Level 3 terminates Service for cause, Customer will pay Level 3 a termination charge equal to the sum of: (A) if prior to delivery of a Connection Notice, (i) for “off-net” Service, third party termination charges for the cancelled Service; (ii) for “on-net” Service, 1 month’s monthly recurring charges for the cancelled Service; (iii) the non-recurring charges for the cancelled Service; and (iv) Level 3’s out of pocket costs (if any) incurred in constructing facilities necessary for Service delivery or (B) following delivery of a Connection Notice, (i) all unpaid amounts for Service actually provided; (ii) 100% of the remaining monthly recurring charges (if any) for months 1-12 of the Service Term; (iii) 50% of the remaining monthly recurring charges for month 13 through the end of the Service Term; and (iv) to the extent not recovered by the foregoing, any termination liability payable to third parties by Level 3 resulting from the termination and any out of pocket costs incurred in constructing facilities to the extent such construction was undertaken to provide the Services. In lieu of installation Service Level credits, if installation of Service is delayed by more than 30 business days beyond the Customer Commit Date, Customer may terminate the affected Service without liability upon written notice to Level 3, provided (i) such notice is delivered prior to delivery of a Connection Notice for the affected Service and (ii) this right shall not apply where Level 3 is constructing facilities. 5. LIABILITY LIMITATIONS. NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, THE COST OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES IN ANY WAY RELATED TO THIS AGREEMENT OR ANY ORDER. LEVEL 3 WILL HAVE NO LIABILITY FOR ANY CLAIMS RELATING TO 911 OR OTHER EMERGENCY REFERRAL CALLS. LEVEL 3 MAKES NO WARRANTIES OR REPRESENTATIONS RESPECTING THE SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6. Service Levels. The Service level commitments (“Service Levels”) for Services are stated in the applicable Service Schedules for each Service. Maintenance of the Service may, but ordinarily will not, result in limited Service interruptions. Periods of force majeure and maintenance are “Excused Outages”. If Level 3 does not meet a Service Level (based on Level 3’s records) applicable service credits will be issued upon Customer’s request to Level 3 Customer Service. Credits must be requested within 60 days after the event giving rise to the credit. Customer's sole remedies for any outages, failures to deliver or defects in Service are contained in the Service Levels (if any). 7. Assignment. Customer may not assign its rights or obligations under this Agreement or any Order without the prior written consent of Level 3, not to be unreasonably withheld. Customer may not resell Service provided pursuant to this Agreement but Customer may use such Service in the normal course of its business. Customer will indemnify and defend Level 3, its affiliates and their agents against any claims arising from or related to Customer’s use of the Service, subject to the limitations of the laws of the State of Idaho. Nothing in this Agreement, express or implied, confers upon any third party any right, benefit or remedy under this Agreement. 8. Miscellaneous. The terms of this Agreement and all information of a confidential nature acquired in performing this Agreement is confidential and shall not be disclosed to third parties. Notices will be made in writing to the address below. If no Customer address is provided below, Level 3 may provide notices under this Agreement to any address identified in an Order. Requests for disconnection of Service (other than for default) must be submitted to our customer portal at http://customerportal.level3.com or the following link: http://www1.level3.com/disco/disco.html. Services may be provided by Level 3 or its affiliates and Level 3 may use third parties to provide Services. This Agreement is the entire agreement between the parties respecting the subject matter hereof and can only be modified in a writing signed by both parties. Neither party will be liable, nor will any remedy provided by this Agreement be available, for any failure to perform due to causes beyond such party’s reasonable control. If either party fails to enforce any right or remedy under this Meridian City Council Meeting Agenda February 27, 2018 – Page 121 of 301 MASTER SERVICE AGREEMENT Agreement, such failure will not waive the right or remedy. This Agreement will be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws provisions. Each party shall comply with all applicable laws, rules and regulations associated respectively with Level 3's delivery or Customer's use of the Services under the Agreement. With respect to Services provided in Latin America, Customer agrees that it (or its local affiliate) will enter into a separate local country addendum/agreement (as approved by local authorities) ('LCA") with the respective Level 3 affiliate which provides the local Service(s), and such Level 3 affiliate will invoice the Customer (or its local affiliate) party to the LCA for the respective local Service(s). LEVEL 3 COMMUNICATIONS, LLC ("Level 3") 1025 Eldorado Blvd. Broomfield, Colorado 80021 Attn: General Counsel By DwIg Name inq president& Title— Qeputy Genera! Counsel Effective Date- AGC LC t` 1 I;i , S' Page 1 of 4 Oc Level 3 Communications, LLC. All rights reserved. ((CITY OF MERIDIAN ("Customer") 33 L• Broadwa% Ave Meridian. ID $3632 «castoase+AddsessL-ictal N .«CttsE€tFt�erfddr2ss6iraet-» Attn: «customerContact» By Name i 1 Title i� �yClr Date: Proprietary and Confidential Billing Account Product Name Line Item Description On/Off Net Current Term Expiration PIID SCID New Term Length (months) Current Burstable (if applicable) New Burstable (if applicable) Current MRC New MRC Currency Code 268238 Converged Services Managed IAD [1401 E WATERTOWER ST, MERIDIAN, ID, UNITED STATES, 83642] 10-Feb-2018 27409311 27409579**CP 36 $0.00 $0.00 USD 268238 Converged Services Managed IAD [33 E BROADWAY ST, MERIDIAN, ID, UNITED STATES, 83642] 05-Feb-2018 27409770 27409772**CP 36 $0.00 $0.00 USD 268238 Converged Services Port T1 [1401 E WATERTOWER ST, MERIDIAN, ID, UNITED STATES, 83642] 10-Feb-2018 61/HCFS/106086/TWCS 27408847**CP 36 $0.00 $0.00 USD 268238 Converged Services Port T1 [1401 E WATERTOWER ST, MERIDIAN, ID, UNITED STATES, 83642] 10-Feb-2018 61/HCFS/106087/TWCS 27408954**CP 36 $0.00 $0.00 USD 268238 Converged Services Port 100Mbps [33 E BROADWAY ST, MERIDIAN, ID, UNITED STATES, 83642] 05-Feb-2018 61/KEFN/106089/TWCS 27409753**CP 36 $0.00 $0.00 USD 268238 Digital Voice FlexVoice Service [1401 E WATERTOWER ST, MERIDIAN, ID, UNITED STATES, 83642] 10-Feb-2018 27408827 27408827**CP 36 $463.00 $370.40 USD 268238 Digital Voice FlexVoice Service [33 E BROADWAY ST, MERIDIAN, ID, UNITED STATES, 83642] 05-Feb-2018 27409644 27409644**CP 36 $266.00 $212.80 USD 268238 Integrated Services Voice Bandwidth [1401 E WATERTOWER ST, MERIDIAN, ID, UNITED STATES, 83642] 10-Feb-2018 27409311 27409311**CP 36 $0.00 $0.00 USD 268238 Integrated Services Voice Bandwidth [33 E BROADWAY ST, MERIDIAN, ID, UNITED STATES, 83642] 05-Feb-2018 27409770 27409770**CP 36 $0.00 $0.00 USD 268238 Long Distance 6500 Flex Call Product [1401 E WATERTOWER ST, MERIDIAN, ID, UNITED STATES, 83642] 10-Feb-2018 27408829 27408829**CP 36 $0.00 $0.00 USD 268238 Long Distance Long Distance Flex Call [1401 E WATERTOWER ST, MERIDIAN, ID, UNITED STATES, 83642] 10-Feb-2018 27409174 27409175**CP 36 $0.00 $0.00 USD 268238 Long Distance 13K Flex Call Product [33 E BROADWAY ST, MERIDIAN, ID, UNITED STATES, 83642] 05-Feb-2018 27409768 27409768**CP 36 $0.00 $0.00 USD 268238 Long Distance Long Distance Flex Call [33 E BROADWAY ST, MERIDIAN, ID, UNITED STATES, 83642] 05-Feb-2018 27409859 27409872**CP 36 $0.00 $0.00 USD Monthly Recurring Charges Renewal Form Company Name: Contract ID: Amount of MUG: (if applicable) Total Savings: Bus Org ID: MUG Term Type: Entity: MUG Term Length (months) Cycle:Account Manager: Requestor: 2-JML4SZ Rhett Clawson clawson.rhett Level 3 Renewal Information Transaction ID:Transaction Name: City of Meridian 25840 Renewal as Is$145.80 25840-36-01 Meridian City Council Meeting Agenda February 27, 2018 – Page 123 of 301 C C N° W S G N (D N' ° - N N 3 Z N N 000 C z 3 0 W 3 3 N O C 3 S' O N 7 'p U2 3 v 0-' `U)� o=3 0 '^ C O N X N j S '-'• N° Cil C. 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