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R-19-15 Resolution Approving Service Agreements with Comcast Resolution No.p _ 1 _, A Resolution Approving Service Agreements with Comcast WHEREAS, the President and Board of Trustees desire to enter into service agreements with Comcast, substantially in the form attached hereto as Group Exhibit A; BE IT RESOLVED by the Village President and Board of Trustees of the Village of Lemont as follows: SECTION ONE: The foregoing findings and recitals, and each of them, are hereby adopted as Section One of this Resolution and are incorporated by reference as if set forth verbatim herein SECTION TWO: The Village Administrator is authorized to execute the service agreements attached hereto as Group Exhibit A, to make minor changes to the documents prior to execution which does not materially alter the Village's obligations, and to take any other steps necessary to carry out this Resolution. SECTION THREE: This Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK,WILL AND DUPAGE, ILLINOIS on this /3 day of p rt` / , 2015. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN Debby Blatzer Paul Chialdikas Clifford Miklos ✓ '�� Ron Stapleton Rick Sniegowski t./ Jeanette Virgilio .40111" AMO BRIA . REAVES #637670 1 President ATTE T: CHARLENE M. SMOLLEN Village Clerk #637670 2 GROUP EXHIBIT A Service Agreements with Comcast #637670 3 COMCAST ENTERPRISE SERVICES PRODUCT-SPECIFIC ATTACHMENT TRUNK SERVICES ATTACHMENT IDENTIFIER:Trunk Services,Version 1.2 The following additional terms and conditions are applicable to Sales Orders for Comcast's Trunk Services: DEFINITIONS Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the General Terms and Conditions. "Estimated Availability Date"means the target date for delivery of Service. "Interconnection Facilities"means transmission capacity provided by Comcast,Customer or a third-party supplier to extend the Comcast Equipment from a Comcast terminal to any other location (e.g., a local loop provided by provided by a local exchange company or other communications company). "Services"means Trunk Services. ARTICLE 1. SERVICES This attachment shall apply to Trunk Services. A further description of these Services is set forth in Schedule A-1 hereto which is incorporated herein by reference. ARTICLE 2. PROVIDER Service shall be provided by Comcast[P Phone,LLC or one of its applicable affiliates or subsidiaries. ARTICLE 3.CUSTOM INSTALLATION FEE Once Comcast accepts a Sales Order for Service, Comcast will invoice Customer for all Custom Installation Fee(s). Customer will pay the Custom Installation Fee(s) within thirty (30) days of the invoice date unless a payment schedule is specified in the applicable Service Order. ARTICLE 4. PROVISIONING INTERVAL Following its acceptance of a Sales Order, Comcast shall notify Customer of the Estimated Availability Date applicable to that Sales Order. Comcast shall use commercially reasonable efforts to provision the Service on or before the Estimated Availability Date; provided, however, that Comcast's failure to provision by said date shall not constitute a breach of the Agreement. ARTICLE 5. SERVICE COMMENCEMENT DATE The Service Commencement Date shall be defined as the date(s) on which Comcast first makes Service available for use by Customer. A single Service Order containing multiple Service Locations or Services may have multiple Service Commencement Dates. Comcast shall notify Customer that the Services are available for use on the Service Commencement Date. Any failure or refusal on the part of Customer to be ready to receive the Service on the Service Commencement Date shall not relieve Customer of its obligation to pay applicable Service charges. ARTICLE 6. TERMINATION CHARGES; PORTABILITY; UPGRADES 6.1 The charges set forth or referenced in each Sales Order have been extended to Customer in reliance on the Service Term set forth therein. To the extent that a Service Term has not been expressly set forth in a Sales Order, the minimum Service Term for Services is twenty four(24)months. Trunk Services PSA Ver. 1.2 6.2 Termination Charges. A. In the event that Service is terminated following Comcast's acceptance of the applicable Sales Order but prior to the Service Commencement Date, Customer shall pay Termination Charges equal to the costs and expenses incurred by Comcast in installing or preparing to install the Service plus twenty percent(20%). B. In the event that Service is terminated on or following the Service Commencement Date but prior to the end of the applicable Service Term, Customer shall pay Termination Charges equal to a percentage of the monthly recurring charges remaining for the unexpired portion of the then-current Service Term,calculated as follows: i. 100%of the monthly recurring charges with respect to months 1-12 of the Service Term;plus ii.80%of the monthly recurring charges with respect to months 13-24 of the Service Term;plus iii.65%of the monthly recurring charges with respect to months 25 through the end of the Service Term;plus iv. 100%of any remaining,unpaid Custom Installation Fees. Termination Charges shall be immediately due and payable upon cancellation or termination and shall be in addition to any and all accrued and unpaid charges for the Service rendered by Comcast through the date of cancellation or termination. 6.3 Exclusions. Termination Charges shall not apply to Service terminated by Customer as a result of Comcast's material and uncured breach in accordance with Article 5.2 of the General Terms and Conditions. 6.4 Portability. Customer may terminate an existing Service(an"Existing Service")and turn up a replacement Service (i.e., having different termination points on Comcast's network) (a "Replacement Service") without incurring Termination Charges with respect to the Existing Service, provided that (a) the Replacement Service must have a Service Term equal to the remaining Service Term of the Existing Service;(b)the Replacement Service must have monthly recurring charges equal to or greater than the monthly recurring charges for the Existing Service; (c)Customer submits a Sales Order to Comcast for the Replacement Service within ninety (90) days after termination of the Existing Service and that order is accepted by Comcast;(d) Customer reimburses Comcast for any and all installation charges that were waived with respect to the Existing Service;and(e)Customer pays the actual costs incurred by Comcast in installing and provisioning the Replacement Service. ARTICLE 7.SERVICE CREDITS 7.1 Credit Allowances.Comcast will allow a pro-rata credit against future payment of the net monthly recurring charge (exclusive of nonrecurring charges, other one-time charges, per call charges, measured charges, regulatory fees and surcharges,taxes,and other governmental and quasi-governmental fees)for a Service Interruption,except as specified below or as may otherwise be legally required("Credit"). "Service Interruption"shall mean a break in transmission that renders the Service unusable for transmission and reception. For the purposes of calculating a Credit allowance,the Service Interruption period begins when the Customer reports an interruption in the portion of the Service to Comcast, a trouble ticket is opened, and the Service is released to Comcast for testing and repair. The Service Interruption ends when the affected portion of the Service has been restored and Comcast has closed the trouble ticket. Service Interruption time does not include interruptions of less than thirty(30)minutes'duration. Credits will be as follows: Length of Service Interruption Amount of Credit Less than 30 minutes None At least 30 minutes but less than 3 hours 1/8 of a day At least 3 hours but less than 6 hours 1/4 of a day At least 6 hours but less than 9 hours 2/5 of a day At least 9 hours but less than 12 hours 1/2 of a day At least 12 hours but less than 15 hours 4/5 of a day At least 15 hours and up to and including 24 hours 1 full day The total number of credit allowances per month shall not exceed the total monthly recurring charge for the affected Service. Credit allowances will not be made for less than$1.00, unless required under applicable law. Service Interruptions will not be aggregated for purposes of determining credit allowances. To qualify, Customer must request the Credit from Comcast within 30 days of the interruption. Trunk Services PSA Ver. 1.2 7.2 Exceptions to Credit Allowances. A Service Interruption shall not qualify for the Credits set forth herein if such Service Interruption is related to, associated with, or caused by: scheduled maintenance events; Customer actions or inactions; Customer-provided power or equipment; any third party not contracted through Comcast, including, without limitation,Customer's users,third-party network providers; any power,equipment or services provided by third parties;or an event of force majeure as defined in this Agreement,unless otherwise provided under applicable law. The remedies set forth in this Article Shall be Customer's sole and exclusive remedy for any Service Interruption in the Services, outage, unavailability,delay or other degradation in the Services or any Comcast failure to meet the objectives of the Services. ARTICLE 8: USE POLICY 8.1 Additional Use Restrictions. The Service may only be used at Service Location(s)where Service is installed by Comcast, Customer understands and acknowledges that if Customer attempts to install or use the Comcast Equipment or Service at another location, Service, including but not limited to 91 1/E911,may fail to function or may function improperly. It will be considered a material violation of the Agreement if Customer moves Service to another location without first notifying Comcast. Customer expressly agrees not to use the Service for auto-dialing, continuous or extensive call forwarding,telemarketing, fax broadcasting or fax blasting, or for any other use that results in excessive usage inconsistent with standard commercial calling patterns.If Comcast determines, in its sole discretion,that Customer's use of the Service is excessive or in violation of this Agreement, Comcast reserves the right, among other things, to terminate or modify the Service immediately and without notice. ARTICLE 9:SERVICE LIMITATION 9.1 Service Disruption. Customer acknowledges and understands that the Service will not be available for use under certain circumstances, including without limitation when the network or facilities are not operating or if normal electrical power to the MTA, ALA or ALG is interrupted and such equipment does not have a functioning backup. Customer also understands and acknowledges that the performance of the battery backup is not guaranteed. If the battery backup does not provide power, Services will not function until normal power is restored. Customer also understands that certain online features of the Service,where such features are available,will not be available under certain circumstances, including but not limited to the interruption of the Internet connection. 9.2 Provision of Service.Subject to the terms and conditions herein,the Services are intended for commercial use only. ARTICLE 10: LIMITATIONS OF 9111E911 10.1 Limitations. Services includes a 911/ Enhanced 911 function ("911/E91I") that may differ from the 911 or Enhanced 911 function furnished by other providers. As such, it may have certain limitations. CUSTOMER ACKNOWLEDGES AND ACCEPTS ANY LIMITATIONS OF 911/E911. 10.2 Correct Address. In order for Customer's 911/E911 calls to be properly directed to emergency services, Comcast must have Customer's correct Service Location address. If Customer moves the Service to a different Service Location without Comcast's approval, 911/E911 calls may be directed to the wrong emergency authority, may transmit the wrong Service Location address, and/or Service (including 911/E911) may fail altogether. Therefore, Customer must contact Comcast at least five(5)days before moving the Service to a new Service Location. All changes in Service Location require Comcast's prior approval. 10.3 Service Interruptions. Customer acknowledges and understands that the Service uses the electrical power in Customer's Service Location. If there is an electrical power outage, 911 calling may be interrupted if the battery backup in the associated MTA, ALA or ALG is not installed, fails, or is exhausted after several hours. Furthermore, calls, including calls to 911/E911, may not be completed if Customer exceeds its Service and equipment configuration calling capacity or if there is a problem with network facilities, including network congestion, network/equipment/power failure, or another technical problem. 10.4 Suspension and Termination by Comcast. Customer understands and acknowledges that the Service, including 911/E911, as well as all online features of the Service, where Comcast make these features available, will be disabled if Customer's account is suspended or terminated. 10.5 LIMITATION OF LIABILITY AND INDEMNIFICATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER COMCAST NOR ITS ASSOCIATED PARTIES WILL BE LIABLE FOR ANY SERVICE OUTAGE, INABILITY TO DIAL 911 USING THE SERVICES, AND/OR INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL.CUSTOMER AGREE TO DEFEND,INDEMNIFY,AND HOLD HARMLESS COMCAST AND ITS ASSOCIATED PARTIES FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, Trunk Services PSA Ver. 1.2 AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICES RELATING TO THE FAILURE OR OUTAGE OF THE SERVICES,INCLUDING THOSE RELATED TO 9111E911. 10.6 911 Notice for Trunk Services. Customer expressly acknowledges and agrees that it has reviewed, understands, and agrees to the terms set forth below. (a) Customer action is essential to the protection of its employees and other users of the Services, as described below. Multi-line telephone systems, such as PBX systems, ordinarily only transmit the same,generic location information for all 911 calls placed from any handset connected to the PBX or other system. For example, in the case of a business with telephone extensions in three buildings and multiple floors in each building, the E911 call taker would only see the same main telephone number and location that the customer has identified, regardless of which station was used to place the call. If Customer does not take action as described below,fire,police and other emergency responders may be delayed or even prevented from timely reaching its location in response to a 911 call. (b) Comcast offers the opportunity for a Customer to designate up to ten different zones within its premises that would be separately identified to the E911 call taker,such as a specific floor,side of a building,or other identifying information that could assist emergency responders to more quickly reach the appropriate location. To utilize this option, Customer must in the initial or a subsequent Service Order request the assignment of Emergency Location Information numbers and provide location information for each zone exactly as it should appear to the 911 call taker. For each zone requested, up to ten, Customer will receive a phone number that Comcast will register in the 911 database or databases with the specific location information provided by Customer. Customer is solely responsible for programming its telephone system to map each station to one of these numbers, and for updating the system as necessary to reflect moves or additions of stations within the premises. (c) Many states now require businesses using multi-line telephone systems to program their systems to transmit specific location information for 911 calls. Customer acknowledges and understands that it, and not Comcast, bears sole responsibility to ensure that it identifies and complies with all such applicable laws,and any failure to do so is a breach of the Agreement. Customer represents, warrants and covenants that it will utilize the Comcast Emergency Location Information numbers described above at least to the extent required by law, and that Customer does not require the use of more than ten different location identifiers or other features not currently offered under this Agreement in order to comply with applicable laws. Customer also warrants that it does not currently have "Private Switch/Automatic Location Identification" service in connection with its existing telephone service from another provider at the location(s)for which it has ordered Services from Comcast. (d) Comcast will post only the main billing telephone number in the 911 database or databases using Customer's billing address as the Registered Location,unless Customer requests the assignment of Emergency Location Information as set forth above. Customer must notify Comcast at least five(5)days prior to moving the Trunk Service to another location. Customer acknowledges that if they move prior to providing such notice and a 911 call is placed using the Services, or if Customer when using Emergency Location Information numbers does not timely update their telephone system to account for internal moves, adds and changes, the E911 call taker may see incorrect or incomplete location information and the caller may need to confirm their actual location information to the call taker. (e) Some businesses elect to make test calls to 911 from multiple stations to verify that the 911 call taker receives the desired location information and is able to call back one or more of the telephone numbers that they receive to confirm it rings to the station from which the 911 call was placed. If Customer chooses to do so,it agrees to obtain prior approval from the relevant emergency communications center and assumes all responsibility for the placement of such calls. 10.7 Recommended Battery Back-Up is NOT Included Customer acknowledges and understands that the Services use the electrical power from the Service Location. Customer understands and acknowledges that they may lose access to and use of the Services, including 911/E911, if electrical power to the Integrated Access Device (IAD), PBX switch, and/or handsets is interrupted and such devices are not supported by a working battery backup. Customer also understands and acknowledges that Comcast does not provide a battery backup for such devices and Customer is urged to arrange for their own backup power supply to these devices. In the event of a power outage, the duration of Trunk Service during a power outage using the Comcast Equipment installed to provide Trunk Trunk Services PSA Ver. 1.2 Service will depend on Customer's backup power choice. If the IAD is disconnected or removed and/or a battery is not charged, Trunk Service, including access to 911,will not be available. Customer acknowledges and agrees that in the event of a power failure,Comcast bears no responsibility for such loss of service. ARTICLE 11: EQUIPMENT REQUIREMENTS 11.1 MTA. To use the Service, Customer will need a multimedia terminal adapter("MTA"), application layer gateway ("ALG"), analog telephone adapter("ATA") or other adapter device. Customer can lease an MTA from Comcast, in which case it will be Comcast Equipment. Or, in some areas, Comcast may permit Customer to use Service with an MTA that Customer has purchased, in which case the MTA will be Customer Equipment. Customer agrees to keep the MTA plugged into a working electrical power outlet at all times. 11.2 Incompatible Equipment and Services. Customer acknowledges and understands Service may not support or be compatible with: (f) Non-recommended configurations including but not limited to MTAs, ATAs or ALGs not currently certified by Comcast as compatible with Service; (b) Certain non-voice communications equipment, including certain makes or models of alarm and security systems, certain medical monitoring devices,certain fax machines,and certain"dial-up"modems; (c) Rotary-dial phone handsets, pulse-dial phone handsets, and models of other voice-related communications equipment such as certain private branch exchange(PBX)equipment,answering machines,and traditional Caller ID units; (d) Casual/dial around(10-10)calling;976,900,700,or 500 number calling; (e) 311,511,or other x11 calling(other than 411,611,711,and 911);and (f) Other call types not expressly set forth in Comcast's product literature(e.g.,outbound shore-to-ship calling). Customer's attempt to use any such systems in connection with the Services is solely at its own risk and Comcast shall not be liable for any damages whatsoever for any non-operation or damage to such services or devices. 11.3 Customer Responsibility for Customer-Provided Equipment (a) Customer is solely responsible for providing and maintaining working PBX equipment and handsets (Customer- Provided Equipment), notifying and training its users regarding proper use of the system in accordance with applicable, including regulatory, requirements, and for any programming to its telephone system that may be necessary to enable direct dialing of N11 numbers such as 911 or 711 and to enable calls to be connected to new area codes. Customer also acknowledges and accepts that Comcast does not support seven-digit local calling even in areas of the country that still permit that option,and Customer will program its system as necessary to support ten-digit dialing for local calls. (b) Comcast shall not be responsible to the Customer if changes in any of the facilities, operations or procedures of Comcast utilized in the provision of Trunk Service render any Customer-Provided Equipment or other equipment provided by a Customer obsolete or require modification or alteration of such equipment or system or otherwise affect its use or performance. (c) Customer must arrange its Customer-Provided Equipment to provide for the interception of assigned but unused station numbers. A call intercepted by the attendant will be considered to be completed and subject to a charge for the call. ARTICLE 12: ADDITIONAL LIMITATIONS ON COMCAST'S LIABILITY FOR VOICE SERVICE 12.1 Limitations on Comcast's Liability for Directories and Directory Assistance for Service Customers. THESE LIMITATIONS SHALL APPLY WHERE COMCAST MAKES AVAILABLE AN OPTION TO LIST CUSTOMER'S NAME, ADDRESS, AND/OR TELEPHONE NUMBER IN A PUBLISHED DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, AND ONE OR MORE OF THE FOLLOWING CONDITIONS OCCURS: (i) CUSTOMER REQUESTS THAT CUSTOMER'S NAME, ADDRESS AND/OR PHONE NUMBER BE OMITTED FROM A DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, BUT THAT INFORMATION IS INCLUDED IN EITHER OR BOTH; (ii) CUSTOMER REQUESTS THAT CUSTOMER'S NAME, ADDRESS AND/OR PHONE NUMBER BE INCLUDED IN A DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, BUT THAT INFORMATION IS Trunk Services PSA Ver. 1.2 OMITTED FROM EITHER OR BOTH; OR (iii) THE PUBLISHED OR LISTED INFORMATION FOR CUSTOMER'S ACCOUNT CONTAINS MATERIAL ERRORS OR OMISSIONS. IF ANY OF THESE CONDITIONS PERTAIN, THEN THE AGGREGATE LIABILITY OF COMCAST AND ITS ASSOCIATED PARTIES SHALL NOT EXCEED THE MONTHLY CHARGES, IF ANY, WHICH CUSTOMER HAS ACTUALLY PAID TO COMCAST TO LIST, PUBLISH, NOT LIST, OR NOT PUBLISH THE INFORMATION FOR THE AFFECTED PERIOD. CUSTOMER SHALL HOLD HARMLESS COMCAST AND ITS ASSOCIATED PARTIES AGAINST ANY AND ALL CLAIMS FOR DAMAGES CAUSED OR CLAIMED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE ERRORS AND OMISSIONS REFERENCED ABOVE. FURTHERMORE, IF COMCAST MAKES AVAILABLE DIRECTORY ADVERTISING SERVICES, NEITHER COMCAST NOR ANY OF ITS ASSOCIATED PARTIES WILL BE LIABLE FOR ANY ACTS,ERRORS,OR OMISSIONS RELATED TO SUCH DIRECTORY ADVERTISING. 12.2 CUSTOMER INFORMATION.Comcast and its suppliers reserve the right both during the term of the Agreement and upon its termination to delete Customer's voicemail, call detail, data, files, or other information that is stored on Comcast's or its suppliers' servers or systems, in accordance with our storage policies. Customer understands and acknowledges that Comcast shall have no liability whatsoever as a result of the loss or removal of any such voicemail, call detail,data,files,or other information. ARTICLE 13:SERVICE CHARGES (a) Prices.The Service is subject to the trunk service pricing identified in the applicable Service Order, and subject to the pricing lists and fees found at http:i/www.comcast.comcorpor ate/aboutphonetermsofserviceicomcastdiitalvoice cdvbusiness.html. (b) Billing Increments. Unless otherwise stated in a Service Order, domestic long distance calls, and in-bound domestic calls to toll-free numbers associated with the Services will be billed on basis of six (6) second increments with a minimum call duration of six (6) seconds. All other calls will be billed in accordance with the increments identified in the pricing lists and fees found at http:; wvww.comcast.com/corporate aboutphonetermsofser vice;'comcastdiuitalvoice'cdvbusiness.html. For purposes of this section, "domestic long distance" means non-local calls to the fifty (50) United States, Washington, D.C., Puerto Rico, US Virgin Islands, Guam, Saipan,N. Mariana Islands and American Samoa. (c) Pooled Minutes. Each channel purchased in connection with Trunk Service includes a monthly allotment of 200 minutes of domestic long distance. These minutes shall be pooled at the Service Location level within an account. Any usage in excess of the earned amount shall be considered overage and be rated at the then current rate. Unused minutes expire at the end of the billing period and are not carried forward or otherwise creditable to Customer's account. Trunk Services PSA Ver. 1.2 COMCAST ENTERPRISE SERVICES PRODUCT-SPECIFIC ATTACHMENT TRUNK SERVICES SCHEDULE A-1 SERVICE DESCRIPTIONS AND TECHNICAL SPECIFICATIONS Trunk Services,Version 1.2 Trunk Service is a switched voice trunk service with ISDN/PRI connectivity from a customer's Private Branch Exchange(PBX)to the Comcast network. The Service is delivered by Comcast Equipment installed at the Customer Location.The Comcast Equipment provides a PRI interface with the customer's Private Branch Exchange,and connects to the Comcast DOCSIS or Fiber fed facilities (determined by Comcast). The Service supports the following standard variants of ISDN:NI-2,ATT 4ESS, ATT 5ESS,NT DMS- 100,NT DMS-250. As with other Comcast voice services,Trunk Services are supported by Comcast's own network,and like other voice traffic is provided the highest Quality of Service (QoS) with respect to traffic prioritization and bandwidth allocation. Trunk Services PSA Ver. 1.2 COMCAST ENTERPRISE SERVICES PRODUCT-SPECIFIC ATTACHMENT TRUNK SERVICES SCHEDULE A-2 SERVICE LEVEL AGREEMENT Trunk Services,Version 1.2 Comcast's Trunk Services is backed by the following Service Level Agreement("SLA"): Definitions Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Trunk Services PSA or the General Terms and Conditions. "Degraded Service"—A trouble ticket classification where calls can be made but may be suffering from limited or intermittent problems such as sound quality impairment "Monthly Recurring Charge(MRC)"—The recurring charges for Service as identified in Article 3.1 of the General Terms and Conditions. Service Level Agreement(SLA) Company's liability for any Total Service Interruption of its Trunk Services (individually or collectively, "Liability"), shall be limited to the amounts set forth in the below Table 1. The term "Liability" refers to an interruption in transmission that renders the Service unusable due to a total loss of signal for the service("Total Service Interruption"). For the purposes of calculating credit for any such Liability, the Liability period begins when the Customer reports an interruption in the portion of the Service to Company, provided that the Liability is reported by Customer during the duration of the Liability, and, a trouble ticket is opened;the Liability shall be deemed resolved upon closing of the same trouble ticket or the termination of the interruption, if sooner, less any time Comcast is awaiting additional information or premises testing from the Customer. Multiple events will require multiple trouble tickets to be opened. Service that fails to materially conform to the stated technical specifications and performance standards but is not a considered a total loss of Service shall be considered a Degraded Service,and will be entitled to Credits as identified in Article 7.1 of the Trunk Service PSA. TABLE 1 For all Total Service Interruptions within any thirty(30)day period Less than 4 hours None At least 4 hours but less than 5 hours 1/30 of the MRC* For each additional whole hour thereafter. Additional 1/30 of the MRC* *Based on a 30 day month THE TOTAL CREDIT ALLOWANCE PER MONTH IS CAPPED AT 100%of THAT MONTH'S MRC FOR THE INTERRUPTED CIRCUIT/SERVICE. Trunk Services PSA Ver. 1.2 Customer shall bear any expense incurred, e.g., dispatch/labor costs, where a Service Interruption is found to be the fault of Customer,its end users,agents,representatives or third-party suppliers. Emergency Blocking The parties agree that if either party hereto,in its reasonable sole discretion,determines that an emergency action is necessary to protect its own network,the party may, after engaging in reasonable and good faith efforts to notify the other party of the need to block, block any transmission path over its network by the other party where transmissions do not meet material standard industry requirements. The parties further agree that none of their respective obligations to one another under the Agreement will be affected by any such blockage except that the party affected by such blockage will be relieved of all obligations to make payments for charges relating to the circuit(s) which is so blocked and that no party will have any obligation to the other party for any claim,judgment or liability resulting from such blockage. Remedy Processes All claims and rights arising under this Service Level Agreement must be exercised by Customer in writing within thirty (30) days of the event that gave rise to the claim or right. The Customer must submit the following information to the Customer's Comcast account representative with any and all claims for credit allowances: (a) Organization name; (b) Customer account number;(c)Trouble Ticket number(s)opened by the customer,and(d) basis of credit allowance claim (including date and time, if applicable). Comcast will acknowledge and review all claims promptly and will inform the Customer by electronic mail or other correspondence whether a credit allowance will be issued or the claim rejected,with the reasons specified for the rejection. Exceptions to Credit Allowances A Total Service Interruption shall not qualify for the remedies set forth herein if such Total Service Interruption is related to, associated with, or caused by: scheduled maintenance events; Customer actions or inactions; Customer-provided power or equipment; any third party not contracted through Comcast, including, without limitation, Customer's users, third-party network providers, any power,equipment or services provided by third parties; or an event of Force Majeure as defined in the Agreement. Further a Total Service Interruption shall not qualify for remedies set forth herein if Comcast has provided a reasonable temporary work around which the Customer has or has not accepted. Other Limitations The remedies set forth in this Service Level Agreement shall be Customer's sole and exclusive remedies for any Service Interruption,outage,unavailability,delay,or other degradation,or any Comcast failure to meet the service objectives. Trunk Services PSA Ver. 1.2 COMCAST ENTERPRISE SERVICES GENERAL TERMS AND CONDITIONS VERSION: 1.2 Software, promotional materials, proposals, quotes, rate DEFINITIONS information, discount information, subscriber information, network upgrade information and schedules, network Affiliate: Any entity that controls, is controlled by or is under operation information (including without limitation common control with Comcast. information about outages and planned maintenance) and invoices, as well as the Parties' communications regarding Agreement, Enterprise Services Master Services such items. Agreement or MSA: Consists of the Enterprise Master Services Agreement Cover Page executed by the Customer Customer: The company, corporation, or other entity named and accepted by Comcast, these Enterprise Services General on the Enterprise Services Master Service Agreement Cover Terms and Conditions ("General Terms and Conditions"), the Page and a Sales Order. then current Product-Specific Attachment for each ordered Service ("PSA"), any written amendments to the Agreement Customer-Provided Equipment (CE): Any and all facilities, executed by both Parties including any supplemental terms equipment or devices supplied by Customer for use in and conditions ("Amendment(s)"), and each Sales Order connection with the Services. accepted by Comcast under the Agreement. Demarcation Point: The point of interconnection between the Amendment(s): Any written amendment to the Agreement, Network and Customer's provided equipment located at a executed by both Parties, including any supplemental terms Service Location. In some cases the Demarcation Point shall and conditions. be the User to Network Interface (UNI) port on Comcast Equipment at a Service Location. Comcast: The operating company affiliate or subsidiary of Comcast Cable Communications Management, LLC that General Terms and Conditions: These Enterprise Services provides the Services under the Enterprise Services Master General Terms and Conditions. Service Agreement. References to Comcast in the Limitation of Liability, Disclaimer of Warranties and Indemnification Licensed Software: Computer software or code provided by Articles shall also include its directors, officers, employees, Comcast or required to use the Services, including without agents,Affiliates, suppliers, licensors, successors,and assigns, limitation,associated documentation,and all updates thereto. as the case may be. Network: Consists of the Comcast Equipment, facilities, Comcast Website or Website: The Comcast website where fiber optic cable associated with electronics and other the General Terms and Conditions, PSAs and other Comcast equipment used to provide the Services. security and privacy policies applicable to the Agreement will be posted. The current URL for the Website is Party: A reference to Comcast or the Customer; and in the http:;'business.comcast.comienterprise-terms-of-senv ice. plural,a reference to both companies. Comcast may update the Website documents and/or URL from time to time. Product Specific Attachment(s)(PSA): The additional terms and conditions applicable to Services ordered by Customer Comcast Equipment: Any and all facilities, equipment or under the Agreement. devices provided by Comcast or its authorized contractors at the Service Location(s) that are used to deliver any of the Revenue Commitment: A commitment by Customer to Services including, but not limited to, all terminals, wires, purchase a minimum volume of Service during an agreed modems, lines, circuits, ports, routers, gateways, switches, term,as set forth in a Sales Order. channel service units, data service units, cabinets, and racks. Notwithstanding the above, inside telephone wiring within the Sales Order:A request for Comcast to provide the Services to Service Location, whether or not installed by Comcast, shall a Service Location(s) submitted by Customer to Comcast (a) not be considered Comcast Equipment. on a then-current Comcast form designated for that purpose or (b) if available,through a Comcast electronic order processing Confidential Information: All information regarding either system designated for that purpose. Party's business which has been marked or is otherwise communicated as being "proprietary" or "confidential." or Service(s): A service provided by Comcast pursuant to a which reasonably should be known by the receiving party to Sales Order. All Services provided under the Agreement are be proprietary or confidential information. Without limiting for commercial use only. Services available under this the generality of the foregoing, Confidential Information shall Agreement are identified on the Website. include, even if not marked, the Agreement, all Licensed Service Commencement Date: The date(s) on which maintenance of the Comcast Equipment used to provide the Comcast first makes Service available for use by Customer. A Services within the Service Location(s). Customer shall be single Sales Order containing multiple Service Locations or responsible for securing, and maintaining on an initial and Services may have multiple Service Commencement Dates. ongoing basis during the applicable Service Term and/or Renewal Term, such Access within each Service Location Service Location(s): The Customer location(s) where unless Comcast has secured such access prior to this Comcast provides the Services, to the extent the Customer Agreement. In the event that Customer, fails to secure or owns,leases,or otherwise controls such location(s). maintain such Access within a particular Service Location, Comcast may cancel or terminate Service at such particular Service Term: The duration of time (commencing on the Service Location,without further liability, upon written notice Service Commencement Date)for which Services are ordered, to Customer. In such event,if Comcast has incurred any costs as specified in a Sales Order. or expense in installing or preparing to install the Service that it otherwise would not have incurred, a charge equal to those Tariff: A federal or state Comcast tariff and the successor costs and expenses shall apply to Customer's final invoice for documents of general applicability that replace such tariff in that particular Service Location. If Comcast is unable to the event of detariffing. secure or maintain Access outside a particular Service Location,which Access is needed to provide Services to such Termination Charges: Charges that may be imposed by Service Location, Customer or Comcast may cancel or Comcast if,prior to the end of the applicable Service Term (a) terminate Service at such particular Service Location, without Comcast terminates Services for cause or (b) Customer further liability beyond the termination date,upon a minimum terminates Services without cause. Termination Charges are as thirty(30)days'prior written notice to the other party.In such set forth in each PSA, and are in addition to any other rights event, if Comcast has incurred any costs or expense in and remedies under the Agreement. installing or preparing to install the Service that it otherwise would not have incurred, Comcast shall be responsible for ARTICLE 1.CHANGES TO THE AGREEMENT such costs or expenses. Any other failure on the part of TERMS Customer to be ready to receive Service, or any refusal on the part of Customer to receive Service, shall not relieve Comcast may change or modify the Agreement, and any Customer of its obligation to pay charges for any Service that related policies from time to time ("Revisions") by posting is otherwise available for use. such Revisions to the Comcast Website. The Revisions are 2.3 Hazardous Materials. If the presence of asbestos or effective upon posting to the Website. Customer will receive notice of the Revisions in the next applicable monthly invoice. other hazardous materials exists or is detected at a Service Customer shall have thirty(30)calendar days from the invoice Location or within the building where the Service Location is notice of such Revisions to provide Comcast with written located, Comcast may immediately stop providing Services notice that the Revisions adversely affect Customer's use of until such a time as such materials are removed.Alternatively the Service(s). If after notice Comcast is able to verify such Customer may notify Comcast to install the applicable portion adverse affect but is unable to reasonably mitigate the of the Service in areas of any such Service Location not Revision's impact on such Services, then Customer may containing such hazardous material. Any additional expense terminate the impacted Service(s)without further obligation to incurred by Comcast as a result of encountering hazardous Comcast beyond the termination date, including Termination materials, including but not limited to, any additional Charges, if any. This shall be Customer's sole and exclusive equipment shall be borne by Customer. Customer shall use remedy. reasonable efforts to maintain its property and Service Locations in a manner that preserves the integrity of the ARTICLE 2. DELIVERY OF SERVICE Services. 2.1 Orders. Customer shall submit to Comcast a 2.4 Comcast Equipment. At any time Comcast may properly completed Sales Order to initiate Service to a Service remove or change Comcast Equipment in its sole discretion in Location(s). A Sales Order shall become binding on the connection with providing the Services. Customer shall not Parties when (i) it is specifically accepted by Comcast either move, rearrange, disconnect, remove, attempt to repair, or electronically or in writing, (ii) Comcast begins providing the otherwise tamper with any Comcast Equipment or permit Service described in the Sales Order or (iii) Comcast begins others to do so, and shall not use the Comcast Equipment for Custom Installation (as defined in Article 2.7) for delivery of any purpose other than that authorized by the Agreement. the Services described in the Sales Order,whichever is earlier. Comcast shall maintain Comcast Equipment in good operating When a Sales Order becomes effective it shall be deemed part condition during the term of this Agreement; provided, of,and shall be subject to,the Agreement. however,that such maintenance shall be at Comcast's expense only to the extent that it is related to and/or resulting from the 2.2 Access. In order to deliver certain Services to ordinary and proper use of the Comcast Equipment. Customer,Comcast may require access, right-of-way, conduit, Customer is responsible for damage to, or loss of, Comcast and/or common room space ("Access"), both within and/or Equipment caused by its acts or omissions, and its outside each Service Location. Customer shall provide an noncompliance with this Article, or by fire, theft or other adequate environmentally controlled space and such electricity casualty at the Service Location(s), unless caused by the gross as may be required for installation, operation, and negligence or willful misconduct of Comcast. 2.8 Service Acceptance. Except as may otherwise be 2.5 Ownership.Impairment and Removal of Network, identified in the applicable PSA, the Service Commencement The Network is and shall remain the property of Comcast Date shall be the date Comcast completes installation and regardless of whether installed within or upon the Service connection of the necessary facilities and equipment to Location(s) and whether installed overhead, above, or provide the Service at a Service Location. underground and shall not be considered a fixture or an addition to the land or the Service Location(s)located thereon. 2.9 Administrative Website. Comcast may furnish Customer agrees that it shall take no action that directly or Customer with one or more user identifications and/or indirectly impairs Comcast's title to the Network, or any passwords for use on the Administrative Website. Customer portion thereof, or exposes Comcast to any claim, lien, shall be responsible for the confidentiality and use of such encumbrance, or legal process, except as otherwise agreed in user identifications and/or passwords and shall immediately writing by the Parties. Nothing in this Agreement shall notify Comcast if there has been an unauthorized release, use preclude Comcast from using the Network for services or other compromise of any user identification or password. provided to other Comcast customers. For a period of twelve In addition, Customer agrees that its authorized users shall (12)months following Comcast's discontinuance of Service to keep confidential and not distribute any information or other the Service Location(s), Comcast retains the right to remove materials made available by the Administrative Website. the Network including, but not limited to, that portion of the Customer shall be solely responsible for all use of the Network that is located in the Service Location. To the extent Administrative Website, and Comcast shall be entitled to rely Comcast removes such portion of the Network it shall be on all Customer uses of and submissions to the Administrative responsible for returning the Service Location(s) to its prior Website as authorized by Customer. Comcast shall not be condition,reasonable wear and tear excepted. liable for any loss, cost, expense or other liability arising out 2.6 Customer-Provided Equipment ("CE"). Comcast of any Customer use of the Administrative Website or any shall have no obligation to install, operate, or maintain CE. information on the Administrative Website. Comcast may Customer shall have sole responsibility for providing change or discontinue the Administrative Website, or Customer's right to use the Administrative Website, at any maintenance, repair, operation and replacement of all CE, inside telephone wiring and other Customer equipment and time. Additional terms and policies may apply to Customer's facilities on the Customer's side of the Demarcation Point. use of the Administrative Website. These terms and policies Neither Comcast nor its employees, Affiliates, agents or will be posted on the site. contractors will be liable for any damage, loss, or destruction ARTICLE 3.BILLING AND PAYMENT to CE, unless caused by the gross negligence or willful misconduct of Comcast. CE shall at all times be compatible 3.1 Charles. Except as otherwise provided in the with the Network as determined by Comcast in its sole applicable PSA, Customer shall pay Comcast one hundred discretion.In addition to any other service charges that may be percent (100%) of the Custom Installation Fee prior to the imposed from time to time, Customer shall be responsible for installation of Service. Customer further agrees to pay all the payment of service charges for visits by Comcast's charges associated with the Services,as set forth or referenced employees or agents to a Service Location when the service in the applicable PSA, Sales Order(s) or invoice from difficulty or trouble report results from the use of CE or Comcast. These charges may include, but are not limited to facilities provided by any party other than Comcast. standard and custom non-recurring installation charges, 2.7 Engineering Review. Each Sales Order submitted monthly recurring service charges, usage charges including by Customer may be subject to an engineering review. The without limitation charges for the use of Comcast Equipment, engineering review will determine whether and to what extent per-call charges, pay-per-view charges, charges for service the Network must be extended, built or upgraded ("Custom calls, maintenance and repair charges, and applicable federal, Installation") in order to provide the ordered Services at the state, and local taxes, fees, surcharges and recoupments requested Service Location(s). Comcast will provide (however designated). Some Services such as measured and Customer written notification in the event Service installation per-call charges, pay-per-view movies or events, and interactive television(as explained in the applicable PSA)may at any Service Location will require an additional non- be invoiced after the Service has been provided to Customer. recurring installation fee ("Custom Installation Fee"). Custom Except as otherwise indicated herein or in the applicable Installation Fees may also be referred to as Construction PSA(s) monthly recurring charges for Ethernet, Video and Charges on a Sales Order or Invoice. Customer will have five Internet Services that are identified on a Sales Order shall not (5) days from receipt of such notice to reject the Custom increase during the Service Term. Except as otherwise Installation Fee and terminate, without further liability, the indicated herein or in the Sales Order(s), Voice Service Sales Order with respect to the affected Service Location(s). pricing,charges and fees can be found in the applicable PSA. For certain Services, the Engineering Review will be conducted rior to Sales Order submission. In such case, p 3.2 Third-Party Charges. Customer may incur charges Customer will have accepted the designated Custom from third party service providers that are separate and apart Installation Fee upon submission of the applicable Sales from, or based on the amounts charged by Comcast. These Order. may include, without limitation, charges resulting from wireless services including roaming charges,accessing on-line services, calls to parties who charge for their telephone based services, purchasing or subscribing to other offerings via the such deposit is no longer necessary, then the amount of the Internet or interactive options on certain Video services, or deposit(plus any required deposit interest)will be credited to otherwise. Customer agrees that all such charges, including Customer's account or will be refunded to Customer, as all applicable taxes, are Customer's sole responsibility. In determined by Comcast. addition, Customer is solely responsible for protecting the security of credit card information provided to others in 3.6 Taxes and Fees. Except to the extent Customer connection with such transactions. provides a valid tax exemption certificate prior to the delivery of Service, Customer shall be responsible for the payment of 3.3 Payment of Bills. Except as otherwise indicated any and all applicable local, state, and federal taxes or fees herein or in a PSA,Comcast will invoice Customer in advance (however designated). Customer also will be responsible to on a monthly basis for all monthly recurring charges and fees pay any Service fees, payment obligations and taxes that arising under the Agreement. All other charges will be billed become applicable retroactively. monthly in arrears, including without limitation certain usage based charges and third party pass through fees. Payment is 3.7 Other Government-Related Costs and Fees. due upon presentation of an invoice. Payment will be Comcast reserves the right to invoice Customer for any fees or considered timely made to Comcast if received within thirty payment obligations in connection with the Services imposed (30) days after the invoice date. Any charges not paid to by governmental or quasi-governmental bodies in connection Comcast within such period will be considered past due. If a with the sale, installation, use, or provision of the Services, Service Commencement Date is not the first day of a billing including, without limitation, applicable franchise fees, right period, Customer's first monthly invoice shall include any of way fees and Universal Service Fund charges (if any), pro-rated charges for the Services,from the date of installation regardless of whether Comcast or its Affiliates pay the fees to the start of the next billing period. In certain cases,Comcast directly or are required by an order, rule, or regulation of a may agree to provide billing services on behalf of third parties, taxing jurisdiction to collect them from Customer. Taxes and as the agent of the third party. Any such third-party charges other government-related fees and surcharges may be changed shall be payable pursuant to any contract or other arrangement with or without notice, In the event that any newly adopted between the third party and Customer and/or Comcast. law, rule, regulation or judgment increases Comcast's costs of Comcast shall not be responsible for any dispute regarding providing Services, Customer shall pay Comcast's additional these charges between Customer and such third party. costs of providing Services under the new law,rule,regulation Customer must address all such disputes directly with the third or judgment. Part'. 3.8 Disputed Invoice. If Customer disputes any portion of an invoice by the due date,Customer must pay fifty percent 3.4 Partial Payment.Partial payment of any bill will be (50%) of the disputed charges, in addition to the undisputed applied to the Customer's outstanding charges in amounts and portion of the invoice and submit a written claim,including all proportions solely determined by Comcast. No acceptance of documentation substantiating Customer's claim, to Comcast partial payment(s)by Comcast shall constitute a waiver of any for the disputed amount of the invoice by the invoice due date. rights to collect the full balance owed under the Agreement. The Parties shall negotiate in good faith to resolve any billing dispute. Comcast will refund/credit all valid disputes resolved 3.5 Credit Approval and Deposits. Initial and ongoing in Customer's favor as of the date the disputed charges first delivery of Services may be subject to credit approval. appeared on the Customer's invoice. Customer shall provide Comcast with credit information 3.9 Past-Due Amounts. Any payment not made when requested by Comcast. Customer authorizes Comcast to make due will be subject to a late charge of 1.5% per month or the inquiries and to receive information about Customer's credit highest rate allowed by law on the unpaid invoice, whichever history from others and to enter this information in Customer's is lower. If Customer's account is delinquent, Comcast may records. Customer represents and warrants that all credit refer the account to a collection agency or attorney that may information that it provides to Comcast will be true and pursue collection of the past due amount and/or any Comcast correct. Comcast, in its sole discretion,may deny the Services Equipment which Customer fails to return in accordance with based upon an unsatisfactory credit history. Additionally, the Agreement. If Comcast is required to use a collection subject to applicable regulations, Comcast may require agency or attorney to collect any amount owed by Customer Customer to make a deposit (in an amount not to exceed an or any unretumed Comcast Equipment, Customer agrees to estimated two months charge for the Services) as a condition pay all reasonable costs of collection or other action. The to Comcast's provision of the Services, or as a condition to remedies set forth herein are in addition to and not in Comcast's continuation of the Services. The deposit will not, limitation of any other rights and remedies available to unless explicitly required by law, bear interest and shall be Comcast under the Agreement or at law or in equity. held by Comcast as security for payment of Customer's charges. Comcast may apply the deposit to any delinquent 3.10 Rejected Payments. Except to the extent otherwise Customer charges upon written notice to Customer. If prohibited by law, Customer will be assessed a service charge Comcast uses any or all of the deposit to pay an account up to the full amount permitted under applicable law for any delinquency, Customer will replenish the deposit by that check or other instrument used to pay for the Services that has amount within five (5) days of its receipt of written notice been rejected by the bank or other financial institution. from Comcast. If the provision of Service to Customer is terminated,or if Comcast determines in its sole discretion that 3.11 Fraudulent Use of Services.Customer is responsible Services, any and all applicable Termination Charges, and the for all charges attributable to Customer with respect to the return of all applicable Comcast Equipment. Comcast may Service(s), even if incurred as the result of fraudulent or terminate the Agreement if Customer does not take any unauthorized use of the Service. Comcast may, but is not Service under a Sales Order for twelve (12) consecutive obligated to, detect or report unauthorized or fraudulent use of months or longer. Services to Customer. Comcast reserves the right to restrict, 5.2 Termination for Cause. If either Party breaches any suspend or discontinue providing any Service in the event of material term of the Agreement, other than a payment term, fraudulent use of Customer's Service. and the breach continues un-remedied for thirty (30) days after written notice of default, the other Party may terminate ARTICLE 4. TERM REVENUE COMMITMENT for cause any Sales Order materially affected by the breach. If Customer is in breach of a payment obligation (including 4.1 Agreement Term. Upon execution of the failure to pay a required deposit)and fails to make payment in Agreement, Customer shall be allowed to submit full within ten (10) days after receipt of written notice of Sales Orders to Comcast during the term referenced default, Comcast may, at its option, terminate the Agreement, on the Master Service Agreement Cover Page("MSA terminate the affected Sales Orders,suspend Service under the Term").After the expiration of the initial MSA Term, affected Sales Orders, and/or require a deposit, advance Comcast may continue to accept Sales Orders from payment, or other satisfactory assurances in connection with Customer under the Agreement,or require the Parties any or all Sales Orders as a condition of continuing to provide to execute a new agreement. This Agreement shall Service; except that Comcast will not take any such action as continue in effect until the expiration or termination a result of Customer's non-payment of a charge subject to a date of the last Sales Order entered under the timely billing dispute, unless Comcast has reviewed the Agreement, unless terminated earlier in accordance dispute and determined in good faith that the charge is correct. with the Agreement. A Sales Order may be terminated by either Party immediately upon written notice if the other Party has become insolvent or involved in liquidation or termination of its business, or 4.2 Sales Order Term/Revenue Commitment. The adjudicated bankrupt, or been involved in an assignment for applicable Service Term and Revenue Commitment (if any) the benefit of its creditors. Termination by either Party of a shall be set forth in the Sales Order. Unless otherwise stated Sales Order does not waive any other rights or remedies that it in these terms and conditions or the applicable PSA, if a Sales may have under this Agreement. The non-defaulting Party Order does not specify a term of service, the Service Term shall be entitled to all available legal and equitable remedies shall be one (1) year from the Service Commencement Date. for such breach. In the event Customer fails to satisfy a Revenue Commitment, Customer will be billed a shortfall charge pursuant to the terms of the applicable PSA. 5.3 Effect of Expiration/Termination of a Sales Order. 4.3 Sales Order Renewal. Upon the expiration of the Upon the expiration or termination of a Sales Order for any Service Term, and unless otherwise agreed to by the Parties in reason: the Sales Order, each Sales Order shall automatically renew for successive periods of one (1) year each ("Renewal A. Comcast shall disconnect the applicable Service; Term(s)"), unless otherwise stated in these terms and conditions or prior notice of non-renewal is delivered by either B. Comcast may delete all applicable data, files, Party to the other at least thirty(30)days before the expiration electronic messages, or other information stored on Comcast's of the Service Term or the then current Renewal Term. servers or systems; Effective at any time after the end of the Service Term and from time to time thereafter,Comcast may,modify the charges C. If Customer has terminated the Sales Order prior to 1 for Ethernet, Internet and/or Video Services subject to thirty the expiration of the Service Term for convenience, or if (30)days prior written notice to Customer.Customer will have Comcast has terminated the Sales Order prior to the expiration thirty (30) days from receipt of such notice to cancel the of the Service Term as a result of material breach by applicable Service without further liability. Should Customer Customer, Comcast may assess and collect from Customer fail to cancel within this timeframe, Customer will be deemed applicable Termination Charges(if any); to have accepted the modified Service pricing. D. Customer shall, permit Comcast to retrieve from the ARTICLE 5.TERMINATION WITHOUT FAULT; applicable Service Location any and all Comcast Equipment. DEFAULT If Customer fails to permit such retrieval or if the retrieved 5.1 Termination for Convenience.Notwithstanding any Comcast Equipment has been damaged and/or destroyed other other term or provision in this Agreement, Customer shall than by Comcast or its agents,normal wear and tear excepted, have the right, in its sole discretion, to terminate any or all Comcast may, invoice Customer for the manufacturer's list Sales Order(s) at any time during the Service Term(s), upon price of the relevant Comcast Equipment, or in the event of thirty (30) days prior written notice to Comcast and subject to minor damage to the retrieved Comcast Equipment,the cost of payment to Comcast of all outstanding amounts due for the repair, which amounts shall be immediately due and payable; and LOSS REVENUE, LOSS OF USE, LOSS OF BUSINESS, E. Customer's right to use applicable Licensed Software OR LOSS OF PROFIT WHETHER SUCH ALLEGED shall automatically terminate, and Customer shall be obligated LIABILITY ARISES IN CONTRACT OR TORT to return all Licensed Software to Comcast. HOWEVER, THAT NOTHING HEREIN IS INTENDED TO LIMIT CUSTOMER'S LIABILITY FOR AMOUNTS 5.4 Resumption of Service. If a Service has been OWED FOR THE SERVICES, FOR ANY EQUIPMENT discontinued by Comcast for cause and Customer requests that OR SOFTWARE PROVIDED BY COMCAST OR FOR the Service be restored, Comcast shall have the sole and TERMINATION CHARGES. absolute discretion to restore such Service. At Comcast's option, deposits, advanced payments, nonrecurring charges, 6.2 Disclaimer of Warranties. and/or an extended Service Term may apply to restoration of A. Services shall be provided pursuant to the terms and Service. conditions in the applicable PSA and Service Level 5.5 Regulatory and Legal Changes. The Parties Agreement, and are in lieu of all other warranties, express, acknowledge that the respective rights and obligations of each implied or statutory, including, but not limited to, the implied Party as set forth in this Agreement upon its execution are warranties of merchantability, fitness for a particular purpose, based on applicable law and regulations as they exist on the title,and non-infringement.TO THE MAXIMUM EXTENT date of execution of this Agreement. The Parties agree that in ALLOWED BY LAW, COMCAST EXPRESSLY the event of any subsequent decision by a legislative,regulatory DISCLAIMS ALL SUCH EXPRESS, IMPLIED AND or judicial body, including any regulatory or judicial order, STATUTORY WARRANTIES. rule, regulation, decision in any arbitration or other dispute resolution or other legal or regulatory action that materially B Without limiting the generality of the foregoing, and affects the provisions or ability to provide Services on except as otherwise identified in a PSA or Service Level economic terms of the Agreement,Comcast may, by providing Agreement, Comcast does not warrant that the Services, written notice to the Customer, require that the affected Comcast Equipment, or Licensed Software will be provisions of the Agreement be renegotiated in good faith. If uninterrupted,error-free, or free of latency or delay,or that the Customer refuses to enter such renegotiations, or the Parties Services,Comcast Equipment,or Licensed Software will meet can't reach resolution on new Agreement terms, Comcast may, customer's requirements, or that the Services, Comcast in its sole discretion,terminate this Agreement, in whole or in Equipment, or Licensed Software will prevent unauthorized part,upon sixty(60)days written notice to Customer. access by third parties. C. In no event shall Comcast, be liable for any loss, ARTICLE 6.LIMITATION OF LIABILITY: damage or claim arising out of or related to: (i) stored, DISCLAIMER OF WARRANTIES:WARNINGS transmitted,or recorded data, files, or software; (ii) any act or 6.1 Limitation of Liability. omission of Customer, its users or third parties; (iii) interoperability, interaction or interconnection of the Services A, THE AGGREGATE LIABILITY OF COMCAST with applications, equipment, services or networks provided FOR ANY AND ALL LOSSES,DAMAGES AND CAUSES by Customer or third parties; or(iv) loss or destruction of any ARISING OUT OF THE AGREEMENT, INCLUDING, Customer hardware, software, files or data resulting from any BUT NOT LIMITED TO, THE PERFORMANCE OF virus or other harmful feature or from any attempt to remove SERVICE, AND NOT OTHERWISE LIMITED it. Customer is advised to back up all data, files and software HEREUNDER, WHETHER IN CONTRACT, TORT, OR prior to the installation of Service and at regular intervals OTHERWISE, SHALL NOT EXCEED DIRECT thereafter. DAMAGES EQUAL TO THE SUM TOTAL OF 6.3 Disruption of Service. Notwithstanding the PAYMENTS MADE BY CUSTOMER TO COMCAST performance standards identified in a PSA, the Services are DURING THE THREE (3) MONTHS IMMEDIATELY not fail-safe and are not designed or intended for use in PRECEDING THE EVENT FOR WHICH DAMAGES situations requiring fail-safe performance or in which an error ARE CLAIMED. THIS LIMITATION SHALL NOT or interruption in the Services could lead to severe injury to APPLY TO COMCAST'S INDEMNIFICATION business, persons, property or environment ("High Risk OBLIGATIONS AND CLAIMS FOR DAMAGE TO Activities"). These High Risk Activities may include, without PROPERTY AND/OR PERSONAL INJURIES limitation, vital business or personal communications, or (INCLUDING DEATH) ARISING OUT OF THE GROSS activities where absolutely accurate data or information is NEGLIGENCE OR WILLFUL MISCONDUCT OF required. COMCAST WHILE ON THE CUSTOMER SERVICE 6.4 Customer's sole and exclusive remedies are expressly set LOCATION. forth in the Agreement. Certain of the above exclusions may B. NEITHER PARTY SHALL BE LIABLE TO THE not apply if the state in which a Service is provided does not OTHER FOR ANY INCIDENTAL, INDIRECT, allow the exclusion or limitation of implied warranties or does SPECIAL, COVER, PUNITIVE OR CONSEQUENTIAL not allow the limitation or exclusion of incidental or DAMAGES, WHETHER OR NOT FORESEEABLE, OF consequential damages. In those states, the liability of ANY KIND INCLUDING BUT NOT LIMITED TO ANY Comcast is limited to the maximum extent permitted by law. including, without limitation, end-user license agreements for ARTICLE 7. INDEMNIFICATION the Licensed Software. Comcast and its suppliers shall retain ownership of the Licensed Software, and no rights are granted 7.1 Comcast's Indemnification Obligations. Comcast to Customer other than a license to use the Licensed Software shall indemnify defend, and hold harmless Customer and its under the terms expressly set forth in this Agreement. parent company, affiliates, employees, directors, officers, and agents from and against all claims, demands, actions, causes of 8.2 Restrictions. Customer agrees that it shall not: (i) actions, damages, liabilities, losses, and expenses (including copy the Licensed Software(or any upgrades thereto or related reasonable attorneys' fees) ("Claims") incurred as a result of: written materials) except for emergency back-up purposes or infringement of U.S.patent or copyright relating to the Comcast as permitted by the express written consent of Comcast; (ii) Equipment or Comcast Licensed Software hereunder;damage to reverse engineer, decompile, or disassemble the Licensed tangible personal property or real property,and personal injuries Software; (iii) sell, lease, license, or sublicense the Licensed (including death) arising out of the gross negligence or willful Software; or (iv) create, write, or develop any derivative misconduct of Comcast while working on the Customer Service software or any other software program based on the Licensed Location. Software. 7.2 Customer's Indemnification Obligations.Customer 8.3 Updates. Customer acknowledges that the use of shall indemnify,defend,and hold harmless Comcast from any Service may periodically require updates and/or changes to and all Claims arising on account of or in connection with certain Licensed Software resident in the Comcast Equipment Customer's use or sharing of the Service provided under the or CE. If Comcast has agreed to provide updates and changes, Agreement, including with respect to: libel, slander, such updates and changes may be performed remotely or on- infringement of copyright, or unauthorized use of trademark, site by Comcast, at Comcast's sole option. Customer hereby trade name, or service mark arising out of communications via consents to, and shall provide free access for, such updates the Service; for patent infringement arising from Customer's deemed reasonably necessary by Comcast.If Customer fails to combining or connection of CE to use the Service; for damage agree to such updates, Comcast will be excused from the arising out of the gross negligence or willful misconduct of applicable Service Level Agreement and other performance Customer with respect to users of the Service. credits, and any and all liability and indemnification 7.3 Indemnification Procedures. The Indemnifying obligations regarding the applicable Service. Party agrees to defend the Indemnified Party for any loss, 8.4 Export Law and Regulation. Customer injury, liability, claim or demand ("Actions") that is the acknowledges that any products, software, and technical subject of this Article 7. The Indemnified Party agrees to information (including, but not limited to, services and notify the Indemnifying Party promptly, in writing, of any training) provided pursuant to the Agreement may be subject Actions, threatened or actual, and to cooperate in every to U.S. export laws and regulations. Customer agrees that it reasonable way to facilitate the defense or settlement of such will not use distribute, transfer, or transmit the products, Actions. The Indemnifying Party shall assume the defense of software, or technical information (even if incorporated into any Action with counsel reasonably satisfactory to the other products) except in compliance with U.S. export Indemnified Party. The Indemnified Party may employ its regulations. If requested by Comcast,Customer also agrees to own counsel in any such case, and shall pay such counsel's sign written assurances and other export-related documents as fees and expenses. The Indemnifying Party shall have the may be required for Comcast to comply with U.S. export right to settle any claim for which indemnification is available; regulations. provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking 8.5 Ownership of Telephone Numbers and Addresses. any action or purports to obligate the Indemnified Party, then Customer acknowledges that use of certain Services does not the Indemnifying Party shall not settle such claim without the give it any ownership or other rights in any telephone number prior written consent of the Indemnified Party, which consent or Internet/on-line addresses provided, including but not shall not be unreasonably withheld,conditioned or delayed. limited to Internet Protocol ("IP") addresses, e-mail addresses ARTICLE 8. SOFTWARE&SERVICES and web addresses. 8.1 License. If and to the extent that Customer requires 8.6 Intellectual Property Rights in the Services. Title the use of Licensed Software in order to use the Service and intellectual property rights to the Services are owned by supplied under any Sales Order, Customer shall have a Comcast, its agents, suppliers or affiliates or their licensors or personal,nonexclusive, nontransferable, and limited license to otherwise by the owners of such material. The copying, use such Licensed Software in object code only and solely to redistribution, bundling or publication of the Services, in the extent necessary to use the applicable Service during the whole or in part, without express prior written consent from corresponding Service Term. All Licensed Software provided Comcast or other owner of such material,is prohibited. to Customer, and each revised version thereof, is licensed(not sold) to Customer by Comcast only for use in conjunction ARTICLE 9. CONFIDENTIAL INFORMATION AND with the Service. Customer may not claim title to, or an PRIVACY ownership interest in, any Licensed Software (or any derivations or improvements thereto), and Customer shall 9.1 Disclosure and Use. All Confidential Information execute any documentation reasonably required by Comcast, disclosed by either Party shall be kept by the receiving party in strict confidence and shall not be disclosed to any third party same to the extent necessary to satisfy any law, regulation, or without the disclosing party's express written consent. governmental request. Comcast shall have no liability or Notwithstanding the foregoing, such information may be responsibility for content received or distributed by Customer disclosed(i) to the receiving party's employees, affiliates, and or its users through the Service,and Customer shall indemnify, agents who have a need to know for the purpose of performing defend, and hold Comcast and its directors, officers, this Agreement, using the Services, rendering the Services, employees, agents, subsidiaries, affiliates, successors, and and marketing related products and services (provided that in assigns harmless from any and all claims, damages, and all cases the receiving party shall take appropriate measures expenses whatsoever (including reasonable attorneys' fees) prior to disclosure to its employees, affiliates, and agents to arising from such content attributable to Customer or its users. assure against unauthorized use or disclosure); or (ii) as For the avoidance of doubt, the monitoring of data described otherwise authorized by this Agreement. Each Party agrees to in this Section 9.6 refers to aggregate data and types of traffic treat all Confidential Information of the other in the same (protocol, upstream/downstream utilization, etc.). Comcast manner as it treats its own proprietary information, but in no does not have access to the content of encrypted data case using a degree of care less than a reasonable degree of transmitted across Comcast networks. care. 9.2 Exceptions. Notwithstanding the foregoing, each 9.7 Survival of Confidentiality Obligations. The Party's confidentiality obligations hereunder shall not apply to obligations of confidentiality and limitation of use described information that: (i) is already known to the receiving party in this Article 9 shall survive the expiration and termination of without a pre-existing restriction as to disclosure; (ii) is or the Agreement for a period of two (2) years (or such longer becomes publicly available without fault of the receiving period as may be required by law). party; (iii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is approved ARTICLE 10. USE OF SERVICE;USE AND PRIVACY for release by written authorization of the disclosing party;(iv) POLICIES is developed independently by the receiving party without use of the disclosing party's Confidential Information; or (v) is 10.1 Prohibited Uses and Comcast Use Policies. required to be disclosed by law or regulation. Customer is prohibited from using, or permitting the use of, any Service (i) for any purpose in violation of any law, rule, 9.3 Publicity. The Agreement provides no right to use regulation, or policy of any government authority; (ii) in any Party's or its affiliates'trademarks,service marks, or trade violation of any Use Policy (as defined below); (iii) for any names, or to otherwise refer to the other Party in any use as to which Customer has not obtained all required marketing, promotional, or advertising materials or activities. government approvals, authorizations, licenses, consents, and Neither Party shall issue any publication or press release permits; or (iv) to interfere unreasonably with the use of relating to, or otherwise disclose the existence of, the terms Comcast service by others or the operation of the Network. and conditions of any contractual relationship between Customer is responsible for assuring that any and all of its Comcast and Customer, except as permitted by the Agreement users comply with the provisions of the Agreement. Comcast or otherwise consented to in writing by the other Party. reserves the right to act immediately and without notice to terminate or suspend the Services and/or to remove from the 9.4 Passwords. Comcast may furnish Customer with Services any information transmitted by or to Customer or user identifications and passwords for use in conjunction with users, if Comcast determines that such use is prohibited as certain Services, including, without limitation, for access to identified herein, or information does not conform with the certain non-public Comcast website materials. Customer requirements set or Comcast reasonably believes that such use understands and agrees that such information shall be subject or information may violate any laws, regulations, or written to Comcast's access policies and procedures located on and electronic instructions for use. Furthermore, to the extent Comcast's Web Site. applicable, Services shall be subject to Comcast's acceptable use policies ("Use Policies") that may limit use. The Use 9.5 Remedies. Notwithstanding any other Article of this Policies and other security policies concerning the Services Agreement, the non-breaching Party shall be entitled to seek are posted on the Website, and are incorporated into this equitable relief to protect its interests pursuant to this Article Agreement by reference. Comcast may update the Use 9,including,but not limited to, injunctive relief. Policies from time to time, and such updates shall be deemed 9.6 Monitoring of Services. Except as otherwise effective immediately upon posting, with or without actual expressly set forth in a PSA, Comcast assumes no obligation notice to Customer. Comcast's action or inaction in enforcing to pre-screen or monitor Customer's use of the Service, acceptable use shall not constitute review or approval of including without limitation postings and/or transmission. Customer's or any other users'use or information. However, Customer acknowledges and agrees that Comcast and its agents shall have the right to pre-screen and monitor 10.2 Privacy Policy. In addition to the provisions of such use from time to time and to use and disclose such results Article 9, Comcast's commercial privacy policy applies to to the extent necessary to operate the Service properly, to Comcast's handling of Customer confidential information. ensure compliance with applicable use policies, to protect the Comcast's privacy policy is available on the Website. rights and/or property of Comcast, or in emergencies when physical safety is at issue, and that Comcast may disclose the 10.3 Privacy Note Regarding Information Provided to 11.4 Entire Understanding. The Agreement, together Third Parties.Comcast is not responsible for any information with any applicable Tariffs,constitutes the entire understanding provided by Customer to third parties. Such information is not of the Parties related to the subject matter hereof. The subject to the privacy provisions of this Agreement. Customer Agreement supersedes all prior agreements, proposals, assumes all privacy and other risks associated with providing representations, statements, or understandings, whether personally identifiable information to third parties via the written or oral,concerning the Services or the Parties'rights or Services. obligations relating to Services. Any prior representations, promises, inducements, or statements of intent regarding the 10.4 Prohibition on Resale. Customer may not sell, Services that are not embodied in the Agreement are of no resell, sublease, assign, license, sublicense, share, provide, or effect. No subsequent agreement among the Parties concerning otherwise utilize in conjunction with a third party (including, Service shall be effective or binding unless it is made in writing without limitation, in any joint venture or as part of any by authorized representatives of the Parties.Terms or conditions outsourcing activity)the Services or any component thereof. contained in any Sales Order, or restrictive endorsements or other statements on any form of payment, shall be void and of 10.5 Violation. Any breach of this Article 10 shall be no force or effect. deemed a material breach of this Agreement. In the event of such material breach, Comcast shall have the right to restrict, 11.5 Tariffs. Notwithstanding anything to the contrary in suspend, or terminate immediately any or all Sales Orders, the Agreement, Comcast may elect or be required to file with without liability on the part of Comcast, and then to notify regulatory agencies tariffs for certain Services. In such event, Customer of the action that Comcast has taken and the reason the terms set forth in the Agreement may, under applicable for such action, in addition to any and all other rights and law, be superseded by the terms and conditions of the Tariffs. remedies under this Agreement. Without limiting the generality of the foregoing, in the event ARTICLE 11. MISCELLANEOUS TERMS of any inconsistency with respect to rates,the rates and other terms set forth in the applicable Sales Order shall be treated as 11.1 Force Majeure. Neither Party (and in the case of individual case based arrangements to the maximum extent Comcast,Comcast affiliates and subsidiaries)shall be liable to permitted by law, and Comcast shall take such steps as are the other Party for any delay, failure in performance, loss, or required by law to make the rates and other terms enforceable. damage to the extent caused by force majeure conditions such If Comcast voluntarily or involuntarily cancels or withdraws a as acts of God, fire,explosion, power blackout,cable cut,acts Tariff under which a Service is provided to Customer, the of regulatory or governmental agencies, unavailability of Service will thereafter be provided pursuant to the Agreement right-of-way or materials, or other causes beyond the Party's and the terms and conditions contained in the Tariff reasonable control, except that Customer's obligation to pay immediately prior to its cancellation or withdrawal. In the for Services provided under the Agreement shall not be event that Comcast is required by a governmental authority to excused. Changes in economic, business or competitive modify a Tariff under which Service is provided to Customer condition shall not be considered force majeure events. in a manner that is material and adverse to either Party, the affected Party may terminate the applicable Sales Order upon 11.2 Assignment or Transfer. Customer shall a minimum thirty (30) days' prior written notice to the other not assign any right,obligation or duty,in whole or in part,nor Party,without further liability of any other interest hereunder, without the prior written 11.6 Construction. In the event that any portion of the consent of Comcast, which shall not be unreasonably Agreement is held to be invalid or unenforceable, the Parties withheld. All obligations and duties of either Party under this shall replace the invalid or unenforceable portion with another Agreement shall be binding on all successors in interest and provision that, as nearly as possible, reflects the original assigns of such Party. Nothing herein is intended to limit intention of the Parties, and the remainder of the Agreement Comcast's use of third-party consultants and contractors to shall remain in full force and effect. perform Services under a Sales Order. 11.3 Notices. Any notice sent pursuant to the Agreement 11.7 Survival. The rights and obligations of either Party shall be deemed given and effective when sent by facsimile that by their nature would continue beyond the termination or (confirmed by first-class mail), or when delivered by expiration of a Sales Order shall survive termination or overnight express or other express delivery service, in each expiration of the Sales Order. case as follows: (i) with respect to Customer, to the address 11.8 Choice of Law. The domestic law of the state in set forth on any Sales Order; or (ii) with respect to Comcast, which the Service is provided shall govern the construction, to: Vice President/Enterprise Sales, One Comcast Center, interpretation, and performance of this Agreement, except to 1701 JFK Blvd.,Philadelphia,PA 19103,with a copy to Cable the extent superseded by federal law. Law Department, One Comcast Center, 50th Floor, 1701 JFK Blvd., Philadelphia, PA 19103. Each Party shall notify the 11.9 No Third Party Beneficiaries. This Agreement does other Party in writing of any changes in its address listed on not expressly or implicitly provide any third party (including any Sales Order. users)with any remedy, claim, liability, reimbursement, cause of action,or other right or privilege. 11.10 Parties'Authority to Contract. The persons whose Agreement shall not be interpreted or construed to create an signatures appear below are duly authorized to enter into the association, agency,joint venture, or partnership between the Agreement on behalf of the Parties name therein. Parties or to impose any liability attributable to such a relationship upon either Party. 11.11 No Waiver; Etc. No failure by either Party to enforce any right(s) hereunder shall constitute a waiver of 11.13 Article Headings. The article headings used herein such right(s). This Agreement may be executed in counterpart are for reference only and shall not limit or control any term or copies. provision of this Agreement or the interpretation or construction thereof. 11.12 Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an 11.14 Compliance with Laws. Each of the Parties agrees agent, representative, or partner of the other Party. Neither to comply with all applicable local, state and federal laws and Party shall have any right,power,or authority to enter into any regulations and ordinances in the performance of its respective agreement for, or on behalf of, or incur any obligation or obligations under this Agreement. liability of, or to otherwise bind, the other Party. This COMCAST ENTERPRISE SERVICES MASTER SERVICES AGREEMENT (MSA) MSA ID#: IL-330668-Ikasi MSA Term:60 months Account Name:Village of Lemont CUSTOMER INFORMATION Primary Contact: George Schafer Primary Contact Address Information Title: Village Administrator Address 1: 418 Main St Phone: (630)257-1550 Address 2: Cell: City: Lemont Fax: State: IL Email: gschafer @lemont.il.us Zip Code: 60439 This Master Service Agreement("Agreement")sets forth the terms and conditions under which Comcast Cable Communications Management, LLC and its operating affiliates("Comcast")will provide communications and other services ("Services")to the above Customer. The Agreement consists of this fully executed Master Service Agreement Cover Page("Cover Page"), the Enterprise Services General Terms and Conditions ("General Terms and Conditions"), any written amendments to the Agreement executed by both parties("Amendments"), the Product-Specific Attachment for the applicable Services ("PSA(s)") and each Sales Order accepted hereunder ("Sales Orders"). In the event of any inconsistency among these documents, precedence will be as follows: (1)this Cover Page(2)General Terms and Conditions, (3) PSA(s), ,and(4)Sales Orders.This Agreement shall be legally binding when signed by both parties and shall continue in effect until the expiration date of any Service Term specified in a Sales Order referencing the Agreement, unless terminated earlier in accordance with the Agreement. The Customer referenced above may submit Sales Orders to Comcast during the Temi of this Agreement("MSA Term").After the expiration of the initial MSA Term, Comcast may continue to accept Sales Orders from Customer under the Agreement, or require the parties to execute a new MSA. The Agreement shall terminate in accordance with the General Terms and Conditions.The General Terms and Conditions and PSAs are located at http://business.comcast.com/enterprise-terms-of-service/index.aspx(or any successor URL).Use of the Services is also subject to the High-Speed Internet for Business Acceptable Use Policy ("AUP") located at http://business.comcast.com/customer-notifications/acceptable-use-policy(or any successor URL),and the High-Speed Internet for Business Privacy Policy(Privacy Policy") located at http://business.comcast.com/customer-notifications/customer-privacy- statement(or any successor URL). Comcast may update the General Terms and Conditions, PSAs,AUP and Privacy Policy from time to time upon posting to the Comcast website. Services are only available to commercial customers in wired and serviceable areas in participating Comcast systems(and may not be transferred). Minimum Service Terms are required for most Services and early termination fees may apply. Service Terms are identified in each Sales Orders, and early termination fees are identified in the applicable Product Specific Attachments. BY SIGNING BELOW, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMER SIGNATURE (by authorized representative) Signature: / Q,orq e T SGkl CC IQr Title: Vl 'l a e. Pd M n i s+r a +o r Date: j p L aa/ COMCAST USE ONLY (by authorized representative) Signature: Sales Rep: Lynn Kasik Name: Sales Rep Email: lynn_kasik @cable.comcast.com Title: Region: Chicago Date: Division: Central COMCAST ENTERPRISE SERVICES SALES ORDER FORM Account Name:Village of Lemont MSA ID#:IL-330668-Ikasi SO ID#:IL-330668-Ikasi-1749839 CIOIMMOISN ff f'/ f, ,✓ //r F/ �' ,,?r/r�,;,F',,c',.;'.," ,.....,,., ;,,;,�;.,, . ,,ri f ✓J/�,y,f,/'t.f/' r�.f Primary Contact: George Schafer City:Lemont Phone:(630)257-1550 Title:Village Administrator State:IL Cell: Address 1:418 Main St Zip:60439 Fax: Address 2: Allowable Contract Date: Email:gschafer @lemont.il.us Contract Generated Date:04/07/2015 9.110VUtief M . Service Term(Months):160 SUMMARY OF SERVICE CHARGES* SUMMARY OF STANDARD INSTALLATION FEES Total Ethernet Monthly Recurring Charges: $1,912.00 Total Ethernet Standard Installation Fees*: $0.00 Total Trunk Services Monthly Recurring Charges: $588.00 Total Trunk Services Standard Installation Fees: $1,000.00 Total Off-Net Monthly Recurring Charges: $0.00 Total Off-Net Standard Installation Fees: $0.00 Total Standard Installation Fees(all Services): $1,000.00 Total Monthly Recurring Charges(all Services): $2,500.00 SUMMARY OF CUSTOM INSTALLATION FEES Total Custom Installation Fee: $0.00 Amortized Custom Installation Fee $0.00 *Note: Charges identified in the Service Order are exclusive of maintenance and repair charges,and applicable federal,state,and local taxes,USF fees,surcharges and recoupments (however designated). Please refer to your Comcast Enterprise Services Master Services Agreement(MSA)for specific detail regarding such charges.Customer shall pay Comcast one hundred percent(100%)of the non-amortized Custom Installation Fee prior to the installation of Service. CUSTOMER WE(Ott(bv w 4nortmeitmristesetits06014 COMCAST USE ONLY ON atgbistamtratin ) r r This Comcast Enterprise Services Sales Order Form("Sales Order")shall be effective upon acceptance by Comcast.This Sales Order is made a part of the Comcast Enterprise Services Master Services Agreement, entered between Comcast and the undersigned and is subject to the Product Specific Attachment for the Service(s)ordered herein,located at httpa/business.comcast.com/enterprise-terms-of-service/index.aspx,(the "Agreement").Unless otherwise indicated herein,capitalized words shall have the same meaning as in the Agreement. E91 t NOTICE Comcast Business Class Trunking Service may have the E911 limitations specified below. •The National Emergency Number Association(NENA),a 911 industry organization that makes recommendations for standardized services relating to E911,has issued guidelines that state"The PBX owner is responsible for creating customer records,preferably in NENA standard format,that identify caller locations."To facilitate Customers compliance with these guidelines and with associated state and local requirements related to provision of Automatic Location Information(ALI)for E911 services,Comcast offers two options: a.Comcast will send to the ALI database or Subscriber Location Database(SLOB)the main billing telephone number and the main address provided by Customer:or b.Customer may choose to sign up for up to 10 Emergency Location Information Numbers(ELINs)that Customer could assign to zones within Customers premises that would be separately identified to the E911 call taker.The location information,such as a specific floor,side of a building,or other identifying information,could assist emergency responders to more quickly reach the appropriate location. Customer is solely responsible for programming it's PBX system to map each station to one of these numbers,and for updating the system as necessary to reflect moves or additions of stations within the premises. Comcast will send the assigned ELINs to the ALI or SLOB database,as is appropriate. •Many jurisdictions require businesses using multi-line telephone systems to program their systems to transmit specific location information for 911 calls. Customer bears sole responsibility to ensure that it identifies and complies with all such requirements. In any event,if Customer does not maintain E911 records in a timely and accurate manner,the E911 call taker may not receive proper location information,and emergency responders may be delayed or even prevented from timely reaching the callers location. •Battery Back Up-The Integrated Access Device(IAD)provided by Comcast is not equipped with battery backup. It is Customers responsibility to ensure adequate back-up power is provided to ensure service continuity during a power outage,as employees would otherwise be unable to use the Services,inducing dialing 9-1-1,when power is unavailable. •Calls using the Service,including calls to 911,may not be completed if there is a problem with network facilities,including network congestion,network/equipment/power failure,or another technical problem. •All questions should be directed to 1-800-391-3000.E911 Service,Private Branch Exchange,and Direct Inward Dial Service. By signing below,Customer acknowledges,agrees to and accepts the terms and conditions of this Sales Order. Signature. Signature. Sales Rep: Lynn Kasik Name' a j r•P. lilt S(`—i i gt.Qr Name: Sales Rep E-Mail' lynn_kasik @cable.comcast.com Title: �/� `� e • . KiS LT"K Title: Region: Chicago Date: rJT(Ql. fI 13, ego i c Date: Division. Central coormast,' , COMCAST ENTERPRISE SERVICES SALES ORDER FORM ETHERNET SERVICES AND PRICING Account Name: Village of Lemont Date: April 07,2015 MSA ID#: IL-330668-Ikasi SO ID#: IL-330668-Ikasi-1749839 Short Description of Service: Service Term(Months): 60 Solution Charges Vilage of New Add ENI10100 Port Lemont-Village Interstate $45.48 $0.00 Hall 418 Main St Vilage of New Add ENI10100 Port Lemont-Public Interstate $45.48 $0.00 Works 16680 New Ave Vilage of New Add ENI10100 Port Lemont-Police Interstate $45.48 $0.00 Dept 14600 127th St Vilage of Vilage of New Add EVPL-BASIC-10 10 Mbps Lemont-Village Lemont-Police See Matrix Interstate $157.68 $0.00 Hall Dept 418 Main St 14600 127th St II Vilage of Vilage of New Add EVPL-BASIC-10 10 Mbps Lemont-Village Lemont-Public See Matrix Interstate $157.68 $0.00 Hall Works 418 Main St 16680 New Ave Vilage of New Add EDI-NI-50 50 Mbps Lemont-Police Interstate $0.00 $0.00 Dept 14600 127th St Vilage of New Add EDI-50 50 Mbps Lemont-Police Interstate $536.71 $0.00 Dept 14600 127th St Vilage of New Add EDI-NI-50 50 Mbps Lemont-Village Interstate $0.00 $0.00 Hall 418 Main St Vilage of New Add EDI-50 50 Mbps Lemont-Village Hall Interstate $536.71 $0.00 418 Main St Vilage of 10 New Add EDI-NI-20 20 Mbps Lemont-Public Interstate $0.00 $0.00 Works 16680 New Ave Vilage of New Add EDI-20 20 Mbps Lemont-Public Interstate $386.78 $0.00 Works 16680 New Ave II Vilage of New Add PRI-UNI 50 Mbps Lemont-Village Interstate $0.00 $0.00 Hall 418 Main St Vilage of Lemont-Police Interstate $0.00 $0.00 New Add PRI-UNI 50 Mbps Dept 14600 127th St *Services Location Details attached Page Total $1,912.00 $0.00 **Performance Tier Matrix Attached 'j COMCAST ENTERPRISE SERVICES SALES ORDER FORM r Business Class SERVICE LOCATION DETAIL INFORMATION Account Name:Village of Lemont MSA ID#:IL-330668 Ikasi SO ID#: IL-330668-Ikasi-1749839 Date: 201507' Vilage of Lemont- 418 Main netadmin @lemont.St 1st FL Lemont 60439 1 ■ No Mark Daniels (708)481-4055 il.us No No Village Hall ©P VLecoen Works 16680 New Av- 1st FL Lemont 60439 1 ■ No Mark Daniels (708 81-4055 netadmin @lemont. No No ii us I14600 127th St Basement Lemont 0 60439 1 ■ No Mark Daniels (708)481-4055 netadmii @lemont. No No us Police Dept Comcast Enterprise Services Sales Order Form Ethernet Transport Services Performance Tier(PT)Matrix Metro PA CNIVI CO ETN ATL SOS CHI PI-IL HOU INC JAC MI MAT MTN MN NCA OR SFL SCA UT WA WNE FT:%r/r rl s.�"s. ,j[o.7=1+1a! � 1111111111111111111111111111111111111111111111111111111/111151 � f,f «'- 111111®11111111®11111111®1111111111111111 ®11®11®®®®®®®®®®®®®®®®®® ®11®11®®®®®®®®1111®®®®1111®® yf' ®11®11®®®®®1111®®®®®1111®®®® ®11®11®®®®®®®®®®®®®®®®®® ®11®11®®®®®®®®1111®®®®®®1111®11®11®®®®®®®®®®®®®®®®®® mFf v ®11®11®®®®1111®®®®®®®®®®®® ®11®11®®®®®®®®®®®®®®®®®® ®11®11®®®®®®®®®®11®®®®®®® ®11®11®®®®®®®®®®®®®®®®®® 1111®® COMCAST BUSINESS • ,; r ' r COMCAST TRUNK SERVICES SALES ORDER FORM • Business Class SUMMARY OF TRUNK SERVICES AND PRICING Date: 04/07/2015 MSA ID#: IL-330668-Ikasi SO ID#: IL-330668-Ikasi-1749839 Account Name: Village of Lemont Service 60 Term: # #Additional #Additional #Additional #Additional #Additional #Additional #Additional #Additional Location Name I Site Site ID #Full PRI Fractional Channels Channels Channels Channels Channels Channels Channels Channels PRI PORT 1 PORT 2 PORT 3 PORT 4 PORT5 PORT 6 PORT 7 PORT 8 1 Vilage of Lemont- 1 0 0 0 0 0 0 0 0 0 Village Hall 2 Vilage of Lemont- 1 0 0 0 0 0 0 0 0 0 Police Dept COMCAST TRUNK SERVICES SALES ORDER FORM , CCOrriC-0$1 Business Ctass SUMMARY OF TRUNK SERVICES AND PRICING Date: 04/07/2015 MSA ID#: IL-330668-Ikasi SO ID#: IL-330668-Ikasi-1749839 Account Name: Village of Lemont Service 60 Tenn: Solution Charges #of Monthly Location #of 20 #of 100 #of 200 #of 500 #of #of Toll #of Trunk #of Call Monthly Standard Site Name/Site TN TN TN TN 1000 TN Free Trunk Groups Recurring Installation RCF TN Detail ID Block Block Blocks Blocks Blocks Numbers Groups with Record Charges Fees DNIS 1 Vilage of 2 0 0 0 0 0 0 0 0 1 $294.00 $500.00 Lemont-Village 2 Vilage of 2 0 0 0 0 0 0 0 0 1 $294.00 $500.00 Lemont-Police Page Total: $588.00 $1,000.00 ENTERPRISE SALES ORDER DETAIL - TRUNK SERVICES f f Date: 04/07/2015 MSA ID#:I IL-330668-Ikasi SO ID#: IL-330668-Ikasi-1749839 Account Name: Village of Lemont Location Name/Site ID: Vilage of Lemont-Village Hall Customer Moving? None Address 1: 418 Main St Moving From Address Address 2: 1st FL Address 1. City: Lemont Address 2: State: IL City: Zip: 60439 State: Zip: Technical Contact Name: Mark Daniels Technical Contact Phone: (708)481-4055 Technical Contact Email: netadmin @lemont.il.us Technical Contact On-Site(Y/N) No Request Type: New Action: Aggregate Monthly Recurring Charges: Detail of Monthly Recurring Charges: Service Term 60 Business Class Trunks Monthly Recurring Charge: $494.00 PRI Interface Promotional Discount: -$200.00 Ethemet/Trunk Promotion Option CIW.ENT1FuIIPRIBP_Eth Total Monthly Recurring Charge*: $294.00 Ethernet/Trunk Promotion Description *Applicable federal,state,and local taxes and fees may apply;usage $200 MRC Discount off 1 Full(23 Channel)Business Trunk PRI for a reduced rate of$289. fees not included. Business Ethernet Required.PRI MRC Discount rolls to rate card at end of original term.Minimum 2 year term required.Taxes,Usage Fees and Equip Extra. Trunk Services Standard Installation Fees: Toll Free Activation Fee: $0.00 RCF Activation Fee: $0.00 Voice Selections Quantity Unit Price Total Price Directory Listing Suppression $0.00 Fractional PRI* 0 $0.00 $0.00 Site Installation Charges*: $500.00 #of Additional Channels PORT 1 0 $0.00 $0.00 Total Trunk Services Standard Installation Fees: $500.00 #of Additional Channels PORT 2 0 $0.00 $0.00 Directory Listing Published #of Additional Channels PORT 3 0 $0.00 $0.00 #of Additional Channels PORT 4 0 $0.00 $0.00 Directory Listing Option #of Additional Channels PORT 5 0 $0.00 $0.00 DL Number #of Additional Channels PORT 6 0 $0.00 $0.00 DL Display Name Village of Lemont #of Additional Channels PORT 7 0 $0.00 $0.00 DA/DL Header Text Information #of Additional Channels PORT 8 0 $0.00 $0.00 Caller ID Display Name Full PRI* 1 $489.00 $489.00 Caller ID(Yes/No) No #of 20 TN Blocks* 2 $5.00 $5.00 Call Blocking(Yes/No) #of 100 TN Blocks 0 $0.00 $0.00 Customer requests Call Forward Not No #of 200 TN Blocks 0 $0.00 $0.00 Reachable? #of 500 TN Blocks 0 $0.00 $0.00 Customer requests International No #of 1000 TN Blocks 0 $0.00 $0.00 Dialing? #of Toll Free Numbers 0 $0.00 $0.00 0 $0.00 $0.00 Customer may change the International Dialing preference by contacting #of Trunk Groups Comcast in writing. #of RCF TN 0 $0.00 $0.00 #of DTO 0 $0.00 $0.00 FOR COMCAST USE ONLY #of Trunk Groups with DNIS 0 $0.00 $0.00 Sales Representative Code: Lynn Kasik Monthly Call Detail Record(CDR) 1 $0.00 $0.00 Sales Manager/Director: #of Infra Lata CRC TNS 0 $0.00 $0.00 Sales Manager/Director Approval: #of Inter Lata CRC TNs 0 $0.00 $0.00 Division: Central Published 1 $0.00 $0.00 Lead ID: Non-Published 0 $0.00 $0.00 Non Listed 0 $0.00 $0.00 Govemment/School 0 $0.00 $0.00 Enhanced Listings 0 $0.00 $0.00 ENTERPRISE SALES ORDER DETAIL -TRUNK SERVICES Date:104/07/2015 I MSA ID#: IL-330668-Ikasi I SO ID#: IL-330668-Ikasi-1749839 Account Name: Village of Lemont Location Name/Site ID: Vilage of Lemont-Police Dept Customer Moving? No Address 1: 14600 127th St Moving From Address Address 2: Basement Address 1: City: Lemont Address 2. State: IL City: Zip: 60439 State: Zip: Technical Contact Name: Mark Daniels Technical Contact Phone: (708)481-4055 Technical Contact Email: netadmin @lemont.il.us Technical Contact On-Site(Y/N) No Request Type: New Action: Aggregate Monthly Recurring Charges: Detail of Monthly Recurring Charges: Service Term 60 Business Class Trunks Monthly Recurring Charge: $494.00 PRI Interface Promotional Discount: -$200.00 Ethemet/Trunk Promotion Option C/W.ENT1FuIIPRIBP_Eth Total Monthly Recurring Charge*: $294.00 Ethernet/Trunk Promotion Description `Applicable federal,state,and local taxes and fees may apply;usage $200 MRC Discount off 1 Full(23 Channel)Business Trunk PRI for a reduced rate of$289. fees not included. Business Ethemet Required.PRI MRC Discount rolls to rate card at end of original term.Minimum 2 year term required.Taxes,Usage Fees and Equip Extra. Trunk Services Standard Installation Fees: Toll Free Activation Fee: $0.00 RCF Activation Fee: $0.00 Voice Selections Quantity Unit Price Total Price Directory Listing Suppression $0.00 Fractional PRI* 0 $0.00 $0.00 Site Installation Charges*: $500.00 #of Additional Channels PORT 1 0 $0.00 $0.00 Total Trunk Services Standard Installation Fees: $500.00 #of Additional Channels PORT 2 0 $0.00 $0.00 Directory Listing Published #of Additional Channels PORT 3 0 $0.00 $0.00 #of Additional Channels PORT 4 0 $0.00 $0.00 Directory Listing Option #of Additional Channels PORT 5 0 $0.00 $0.00 DL Number #of Additional Channels PORT 6 0 $0.00 $0.00 DL Display Name #of Additional Channels PORT 7 0 $0.00 $0.00 DA/DL Header Text Information #of Additional Channels PORT 8 0 $0.00 $0.00 Caller ID Display Name Full PRI* 1 $489.00 $489.00 Caller ID(Yes/No) No #of 20 TN Blocks* 2 $5.00 $5.00 Call Blocking(Yes/No) #of 100 TN Blocks 0 $0.00 $0.00 Customer requests Call Forward Not No #of 200 TN Blocks 0 $0.00 $0.00 Reachable? #of 500 TN Blocks 0 $0.00 $0.00 Customer requests International No #of 1000 TN Blocks 0 $0.00 $0.00 Dialing? #of Toll Free Numbers 0 $0.00 $0.00 0 $000 $0.00 Customer may change the International Dialing preference by contacting . #of Trunk Groups Comcast in writing. #of RCF TN 0 $0.00 $0.00 #of DTO 0 $0.00 $0.00 i FOR COMCAST USE ONLY #of Trunk Groups with DNIS 0 $0.00 $0.00 Sales Representative Code: Lynn Kasik Monthly Call Detail Record(CDR) 1 $0.00 $0.00 Sales Manager/Director: #of Intra Lata CRC TNs 0 $0.00 $0.00 Sales Manager/Director Approval: #of Inter Lata CRC TNs 0 $0.00 $0.00 Division: Central Published 1 $0.00 $0.00 Lead ID: Non-Published 0 $0.00 $0.00 Non Listed 0 $0.00 $0.00 Government/School 0 $0.00 $0.00 Enhanced Listings 0 $0.00 $0.00 •