HomeMy WebLinkAboutSpectrum 8-17 Contract�c TIME WARNER CABLE
Business Class
Account Executive: Eric Zeko
Phone: (805) 746-1287 ext:
Cell Phone: +1 8057461287
Fax: (704) 973-6035
Email: eric.zeko@twcable.com
Order# 6629868
Business Name
City of Diamond Bar
Customer Type:
Federal Tax ID
Tax Exempt Status
Tax Exempt Certificate #
*****9999
Billing Address
Attention To:
Account Number
21810 COPLEY DR Ground DIAMOND BAR CA 91765
Billing Contact
Billing Contact
Phone
Billing Contact Email Address
Kenneth Desfor es
909 839-7080
kdesforges@diamondbarea.gov
Authorized Contact
Authorized Contact
Phone
Authorized Contact Email Address
Kenneth Desfor es
909 839-7080
kdesforges@diamondbarea.gov
Technical Contact
Technical Contact
Phone
Technical Contact Email Address
Alfredo Estevez
909 839-7080
aestevez diamondbarca. ov
Internet and Video Order Information For 21810 Copley Dr Ground Diamond Bar CA 91765
Service
Dedicated Internet Service
Page 1 of 3
TIME WARNER CABLE
Business Class
Current Services and Monthly charges At 21810 Copley Dr Unit Ground, Diamond Bar CA 91765
Description Quantity Sales Price
Monthly
Recurring Total
Bcf WO Video
1
$0.00
$0.00
COMMERCIAL ACCOUNT
1
$0.00
$0.00
*Total
$0.00
*Prices do not include taxes and fees.
New and Revised Services and Monthly Charges At 21810 Copley Dr Unit Ground, Diamond Bar CA 91765
Monthly
Description Quantity Sales Price RecurringTotal Contract Term
BCI 5 STANDARD EMAIL ACCOUNTS
1
$0.00
$0,00
7 Yr
Dedicated Internet Access 100M
1
$1,040.00
$1,040.00
7 Yr
*Total
$1,040.00
*Prices do not include taxes and fees.
Page 2 of 3
c� TIME WARNER CABLE
Business Class
Electronic Signature Disclosure
By signing and accepting below you are acknowledging that you have read and agree to the terms and conditions outlined in this document,
Authorized Signature for Time Warner Cable Enterprises LLC Authorized Signature for Customer
and Title - Printed Name and Title
Date Signed
Page 3 of 3
INTERNET I VOICE ( TELEVISION I ETHERNET I CLOUD
Thisclocument outlines the Service -Level Agreement ("SLA")far Dedicated Internet Access ("DIA") fiber -based service (the "Service"), Capitalized words
used, but nor dufined herein, shall have the meanings g(von to them in the Time Warner Cable Business Class Service Agrooment (including the terms
and conditions, attachments, and Service Orders dosafbed therein, the "Agreement"L This SLA is a part of, and hereby incorporated by reference into,
the Agreement. It any provision of this SLA and any provision of the Agreement are Inconsistent or conflicting, the inconsistent or conflicting provision of
this SLA shall control. This SL.A docurnerit applies only to services provided over TWC's own network ("On -Net") and not to any portion that is provided
by a third party. All SLA Targets in the table below are measured at the individual circuit or service. level, and any applicable credits are issued only for the
affected On-Nef circuit orseiv ice (the "Affected Service"),
I. SLA Targets for On -Net Services
II. Priority Classification
A "Service Disruption' is defined as an outage, disruption, or severe de -gradation, other than an Excluded Disruption, that interferes with the ability of a
TWC network hub to: (i) transmit and receive network traffic on Customer's dedicated access port at the TWC network hub, and GO exchange network
traffic with another TWC network hub. The Service, Disruption period begins when Customer reports a Service Disruption using TWC`s trouble ticketing
system by contacting Customer Care,'[ WC acknowledges receipt of such trouble ticket, TWC validates that the Service is affected, and Customer releases
the Service for testing. The Service Disruption ends when the Affected Service has been restored.
"Service Degradation" means a degradation of the Service that is not Service Disruption or a result of an Excluded Disruption, such as failure of the
Service to achieve the SLA Targets for Latency/ Frame Delay, Jitter / Frame Delay Variation, or Packet / Frame Loss.
"Excluded Disruptions" means (I) planned outages, pi) routine or urgent maintenance, (in) time when TWO is unable to gain access to Customer's
premises to troubleshoot, repair or replace equipment or the Service, (iv) service problems resulting from acts of omissions of Customer or Customer's
representatives or agents, (v) Customer equipment failures, (vi) Customer is not prepared to release the Service for testing, and (vii) Force Majeure Events.
TWC will classify Service problems as follows.
r
A. Service Disruption resulting in a total loss of Service, or
Priority 1 B. Service Degradation to the point that Customer is unable to use the Service and is prepared to release it for
immediate testing (each a "Priority t Outage").
Priority 2 Service Degradation where Customer is able to use the Service and is not preparad to release it for
immediate testing.
Priority 3 A. A service problem that does not impact the Service; or
B, A single non -circuit specific quality of Service inquiry.
INTERNET I VOICE I TELEVISION I ETHERNET I CLOUD
DEDICATED INTERNET ACCESS SERVICE -LEVEL AGREEMENT (CON'.)
III. Service Availability
"Service Availability" is calculated as the total number of minutes in a calendar month less the number of minutes that The Orr -Not Service is unavailable
(Joe to a Priority 1 Outage ("Downtime"), divided by total number of minutes in a calendar month.
The following table contains examples of the parcontage of Service Availability translated into minutes of Downtime for the 99,99% Servire
Availability Target:
IV. Mean Time to Restore ("MTTR")
The MTTR measurement for Priority 1 Outages is the average time to restore Priority 1 Outages during a calendar month calculated as the cumulative
longth of time it takes TWC to restore an On -Net Service following a Priority 1 Outage in a calendar month divided by the corresponding number of trouble
tickets for Priority 1 Outages opened during the calendar month for the On. Net Service.
MTT It per calendar month is calculated as follows:
Cumulative length of time to restore Priority 1 Outage(s) per On -Net Service
MTfR
Total number of Priority 1 Outage trouble tickets per On -Net Service
V. Latency/ Frame Delay
Latency or Frame, Delay is the average munddip network delay, measured every 5 minutes, during a calendar month, unless measurement is not possible as
a result of an Excluded Disruption, to adequately determine a consistent average monthly performance level for frame delay for each On -Net Service. The
roundtrip delay is expressed in milliseconds lmsf TWC measures frame delay on an end -to -end basis using a standard 64-byte ping from the Customer's
dedicated access port at the Customer promises to the TWC Internet access router in a rotmdtrip fashion.
Latency Is calculated as follows;
Sum of the roundtrip delay measurements for an On -Net Service
Latency / Frame Delay =
Total # of measurements for an On -Net Service
NTERNET I VOICE I TELEVISION I ETHERNET I CLOUD
DEDICATED INTERNET ACCESS SERVICE -LEVEL AGREEMENT (CONT.)
VI. Packet Loss / frame Loss Ratio
Packet Loss or Fame Loss Ratio is defined as the percentage of frames that are not successfully received compared to the total frames that are sent in
a calendar month, except where any packet or frame loss is the result of an Excluded Disruption. The percentage Calculation is based on frames that are
transmitted from a network origination point and received at a network destination point (TWC network hub to TWC network hub).
Packet Loss / Frame Loss Ratio is calculated as follows:
Poo hot Loss / Frame Loss (%) =100 M) - Frauoes Received
VIL Jitter/ frame Delay Variation
Jitteror Frame Delay Variation is defined as the, variation in delay for two consecutive frames that are transmitted lone way) from a network origination
point and received at a network destination point (TWG network hub to 1 WC network hub). TWC measures a sample set of frames every 5 minutes during
a calendar month, unless measurernerd is not possible as a result of an Excluded Disruption, and detannines the average delay between c011seca6ve
frames within each sample set. The monthly Jitter / Frame Delay Variation is calculated as tire average of all of the frame delay variation measurements
daring such calendar mouth and is expressed in milliseconds lots),
Sum of the frame Delay Variation measurements for an On -Net Service
Jitter Frame Delay Variation =
Total # of measurements for an On -Net Service
Vlll. Network Maintenance
Maintenance Notice:
Customer understands that from time to time TWC will perform network maintenance for network improvements and preventive maintenance. In some
cases, TWC will neod to perform urgent network maintenance, which will usually be conducted within tho routine maintenance windows. TWC will use
reasonable efforts to provide advance notice of the approximate time, duration, and reason for any urgent maintenance outside the routine
maintenance windows.
Maintenance Windows:
Routine maintenance may be performed Monday — Friday 12 midnight-1 a.m. Local Time.
INTERNET I VOICE I TELEVISION I ETHERNET I CLOUD
DEDICATED INTERNET ACCESS SERVICE -LEVEL AGREEMENT (CONT.)
IX, Remedies
Service Credits:
If the actual performance of an On -Net Service during any calendar month is less than tho SLA Targets, and Customer has complied with the requirements
inch s SLA, then Customer may request Of equal to the, percentagets) of the monthly Service Charges for only the Affected Service as setfm tb in the
table below. Any credits will be applied as an offset against any amounts due from Customer to TWC. All credits must be: 0) requested by the Customer
within 30 days of a Service Disruption or Service Degradation by calling the Customer Care Center and opening a trouble ticket, and hi) confirmed by
TWCRC engineering support teams as associated with a trouble ticket and as failing to meet the applicable SLA Targets.
Except as set forth below, the credits described in this SLA shall constitute Customer's sole and exclusive remedy, and TWC's sole and exclusive liability,
with respecIto TWC's faiILimto meet any SLA Targets. All SLA Targets are monthly measuremen sand Customer mayrequest only one credit pl.r SLA
Target per month LIP to a maximum of 40110 of the monthly Service Charges for the Affected Service, Customer shall not be oligible for credits exceeding
four (4) months of Customer's applicable monthly Service Charges during any calendar year.
Chronic Priority 1 Outages:
If Customer experiences and reports three j3� separate Priority 1 Outages whore the Downtime exceeds four (41 hours during each Priority 1 Outage within
three (3) consecutive calendar months, then Customer may lei rinate the Affected Service without chargeorliability by providing at least thirty (30) days
written notice to TWC; provided, however, that ii) Customer may of lyterrninate the Affected Service; (ii)Customer must exercise its right to terminate
the Affected Service by providing written notice to TWC within thirty (30) days after the event giving rise to Customer's termination right; (iii) Customer
shall have paid TWC all amounts due at the time of such termination for all Services provided by TWC pursuant to the Agreement, and (iv) the foregoing
termination right provides the sole and exclusive remedy of Customer sand the sole and exclusive liability of TWC for chronic Pi iority 1 Dutagec and
Customer shall net be eligible for any additional credits. Termination will be effective forty-five (45) days aftor TWC's receipt of such written notice
of termination.
Master Service Agreement
MASTER SERVICE AGREEMENT
APPROVED VENDOR AWARD
CONTRACT NUMBER: 155AN-FBOS2014-0317
This Master Service Agreement ("Agreement") is made by and between Time Warner Cable
Enterprises LLC ("Seller") with principal offices located at 60 Columbus Circle 17th Floor,
New York, New York 10023 and MiCTA with principal offices located at 4805 Towne Centre,
Suite 100, Saginaw, Michigan 48604.
WHEREAS, MiCTA is an association made up of non-profit colleges, universities, K-12
school systems, federal, state and local government units, health care providers, libraries and
other non-profit entities;
WHEREAS, this agreement is for the benefit of all MiCTA members, entities eligible to
become MiCTA members and which do so, and all educational and governmental units which
are members (collectively "Members");
WHEREAS, Seller wishes to provide to Members products and/or services as proposed
in Seller's response to RFP # MT-FBOS 2014;
WHEREAS, MiCTA desires to promote Seller's products and/or services to Members as
an independent authorized agent of Seller pursuant to the terms and conditions set forth herein;
WHEREAS, Seller is awarded Approved status, having met all requirements set by
MiCTA, and prevailed in MICTA's comprehensive RFP process for MT-FBOS 2014, been
judged by MiCTA to be a good value for Seller's service and product areas (as identified at the
Approved section of MiCTA's web site) based on price, quality, service, etc, as identified during
the RFP evaluation process;
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein and other good and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, the parties agree as follows:
1. MASTER SERVICE AGREEMENT:
1.1 Seller agrees to offer to Members meeting credit criteria, products and services as
set forth in the Seller's response to MT-FBOS 2014, attached as Attachment A at
the pricing in Attachment B.
1.2 MiCTA hereby accepts Seller's offer to provide to Members the products and
services, as set forth in Seller's response to the MT-FBOS 2014 set forth in
Attachment A, subject to the terms and conditions of this Agreement and the
terms and conditions of the Member Participation Agreement, Attachment C,
which each MiCTA Member must sign with Seller.
2. MASTER SERVICE AGREEMENT TERM:
2.1 This Agreement is effective when executed by both parties ("Effective Date") and
continues for two (2) years, MiCTA reserves the option to extend this Agreement
for up to three (3) additional one year terms, subject to the 12-month Proof of
Performance, which is described in detail in Attachment D.
2.2 MiCTA reserves the right to extend the term of this Agreement for up to three (3)
additional one-year terms providing the products, service and pricing meet or
exceed MiCTA's standards, and Seller has met and continues to meet all the terms
and conditions of this Agreement, specifically including without limitation the
reporting and commission requirement incorporated in this Agreement from
Attachment D.
3. AGREEMENT CONFIDENTIALITY AND SCOPE:
3.1 Seller agrees that this Agreement is for the sole use of all Members. Seller shall
not disclose the terms, negotiated pricing and/or benefits provided to Members
pursuant to this Agreement to any non -Member.
3.2 Applicable Members for purposes of this Agreement shall mean those MiCTA
Members who purchase Seller products and/or services within the Scope of
MTFBOS2014, but are not already current, former or prospective customer leads
of the Seller, as Seller determines in its discretion.
4. HIGHLY COMPETITIVE PRICING:
Seller hereby agrees to provide all Members with Highly Competitive Pricing throughout
the term of this agreement. "Highly Competitive Pricing" means that Seller will offer all
Members its most competitive pricing option available, based upon Seller's analysis, in
its sole discretion, of the specific circumstances of each Member project's costs,
requirements, etc. This provision extends to all products and services provided by Seller
under this Agreement.
5. CREDIT CRITERIA
Seller is not obligated to provide service to a Member that does not satisfy Setter's credit
criteria.
6. APPOINTMENT OF SALES REPRESENTATIVE:
MiCTA is hereby appointed as an independent sales representative with limited authority
to solicit, on behalf of Seller, Members as customers for Seller's products and/or service,
subject to the terms of this Agreement.
7. ACCEPTANCE OF INDEPENDENT SALES REPRESENTATIVE APPOINTMENT
MiCTA hereby accepts the appointment by Seller as its authorized sates agent to solicit
orders from Members as customers for Seller's products and/or services, subject to the
terms and conditions of this Agreement.
8. RELATIONSHIP OF PARTIES:
8.1 MiCTA shall have no authority to bind Seller by contract or otherwise or to make
representations as to the policies and procedures of Seller other than as
specifically authorized by this Agreement.
8.2 Seller and MiCTA acknowledge and agree that the relationship arising from this
Agreement does not constitute or create a general agency, joint venture,
partnership, employee relationship or franchise between them, and that MiCTA is
an independent contractor with respect to the services provided under this
Agreement.
8.3 MiCTA shall identify itself as an authorized representative of Seller only with
respect to the products and/or services covered by this Agreement, and shall
otherwise identity itself as an independent entity.
8.4 This Agreement is not intended to and does not create any third party
beneficiaries, other than MiCTA members, to the rights and obligations as set
forth herein, nor shall any third party beneficiaries be interred by operation or
otherwise.
9. CONTRACT Doc UMENTS:
The documents that comprise this Agreement are this Agreement and any attachments or
addenda, the MT-FSOS 2014. the Seller's response to such RFP and any attachments or
addenda. Each Member that purchases service from Seller shall also have a Member
Participation Agreement with Seller.
10. RESOLVING CONFLICTING LANGUAGE:
In the event of a conflict of language among any of the contract documents, the conflict
shall be resolved by reference to the documents in the following order: rust, this
Agreement and attachments or addenda, second, the Seller's response to the RFP and any
attachments or addenda, and third, the MT-FBOS 2014 and any attachment or addenda.
Any contractual clarifications mutually agreed upon in writing subsequent to this
Agreement.will supersede the above listed documents.
It. GEOGRAPHICAL/ACCOUNT REPRESENTATIVE:
Seller agrees to designate an Account Representative to be responsible for the
coordination of order processing, expediting, problem solving, etc. for any/all Members
regardless of their physical location. In addition, the Account Representative is the
responsible contact for reporting to MiCTA on a periodic basis, MiCTA total gross sales
revenue, as provided in Attachment D.
Additionally:
l L I Seller agrees to have the Account Representative in place within two (2) weeks of
signing this Agreement.
11.2 Seller agrees to notify MiCTA of any personnel changes with the assigned
Account Representative, and agrees to fill the positron with a skilled and
knowledgeable replacement prior to the position becoming vacant.
11.3 Seller agrees to replace the Account Representative on a reasonable and lawful
basis if requested to do so by MiCTA.
12. MARKETING AND SALES AIDS:
12.1 MiCTA shall promote the Seller's services or equipment according to a mutually
agreed upon marketing plan provided by the Seller.
12.2 Upon request, Seller shall provide to MiCTA promotional materials related to the
Seller's products and/or services.
12.3 Seller shall provide MiCTA with an initial sales kit that includes a program
description, sales literature, sales aids, and other forms to be used by MiCTA in
its activities as provided by this Agreement.
12A Seller shall provide a link back to Seller's web site to be installed on the MiCTA
web site.
13. LOGO AND NAMES:
The logos and names of both parties are protected and are registered. Each party is only
authorized to use the other party's Marks, Service Marks, Logos, etc. on corporate
mailings, web pages, promotions, etc. only in cormection with the products and/or
services covered by this Agreement with the written permission of the other party.
14. FORCE MAJEURE:
Neither Party hereto shall be deemed to be in default of any provision of the Agreement
for any failure in performance resulting from acts or events beyond the reasonable control
of such Party. For purposes of the Agreement, such acts shall include, but not be limited
to, acts of God, civil or military authority, civil disturbance, war, strikes, fires, floods,
other catastrophes, or other events beyond the Parties' reasonable control; provided
however, that the provisions of this section shall not preclude either Party from canceling
or terminating the Agreement, or any order for any product or service included herein, as
otherwise permitted hereunder, regardless of any Force Majeure.
11
15. LIVING DOCUMENT:
The parties agree to treat this Agreement as a Iiving document to allow for industry and
technology advances, and to add products and services to Attachment A of this
Agreement as mutually agreed in writing from time to time. Seller and MICTA will
confer on a regular, periodic basis, at mutually agreeable times and locations, in order to
conduct a review to evaluate the possible addition of new Seller producVservice offerings
to this Agreement. Should MICTA and Seller reach mutual agreement regarding pricing
and/or discounts for any/all new products and/or services the parties will add them to this
Agreement by written amendment.
1.6. MICTA PRICING AND PRICE ADJUSTMENTS:
16.1 Seller hereby authorizes the price structure, as designated in seller's response to
MT-FBOS 2014, and as attached as Attachments A & B, to be offered to all
Members.
16.2 MiCTA acknowledges that with a nationwide agreement, pricing may fluctuate
regionally across the country.
17. PRICING REVIEW DATES:
Seller's approved vendor status will become effective upon execution of this Agreement
by all parties. Seller's price list(s) for products/services will be released to Members no
later than one (1) week after contract execution. MiCTA reserves the right to review and
renegotiate the pricing terms of the Agreement once during each twelve (12) month
period of the Agreement.
18. INVOICE TERMS:
Seller will provide monthly invoices directly to Members for products and services
provided under this Agreement and the Members Participation Agreement. Each invoice
shall include a detailed breakdown of the products and services being provided.
Seller agrees to provide Members Net 30-Days invoice terms, unless otherwise agreed
with the Member.
19, MEMBER'S EXISTING PARTICIPATION AGREEMENTS:
Members who have existing unexpired Member Participation Agreements for the same or
similar products and services shall not qualify as Applicable Members absent written
approval from Seller, as Seller may determine in its sole discretion.
20. CODES, PERMITS, FEES, LICENSES:
Seller shall be responsible for any/all permits required for installing the products or
services under this Agreement, arranging for all necessary inspections, adhering to all
state, federal and industry codes and adhering to the ADA Compliance of
Telecommunications Equipment and Services as released by the Federal
Communications Commission, September 9, 1999, effective March 1, 2000, when
applicable. Seller shall also be responsible for those fees for codes, permits and licenses
related to the products and services identified under this Agreement.
21. ORDINANCES AND REGULATIONS:
Seller shall comply with all the applicable statutes, ordinances, and regulations of federal,
state, and Local governments. Seller shall pay all taxes, insurance, and license fees
pertaining to the business herein described.
22.COMPLIANCE WITH LAW:
Seller shall operate in full compliance with all laws, rules and regulations applicable to,
and maintain in force all licenses and permits required for its performance under this
Agreement.
23. GOVERNING LAW:
The laws of the State of Michigan shall govern this Agreement, including all matters
relating to the validity, construction, performance and enforcement thereof. Any Member
Participation. Agreement entered into by Seller and individual Members will be governed
by and construed in accordance with the laws of the state in which service is provided to
a Member.
24. No WAIVER:
No waiver of any of the provisions of this Agreement shall be binding unless it is in
writing and signed by both parties. The failure of either party to insist on the strict
enforcement of any provision of this Agreement shall not constitute a waiver of any
provision and all terms shall remain in full force and effect.
25. SEVERABILITY:
No provision of this Agreement which may be deemed illegal, invalid or unenforceable
will in any way invalidate any other provisions of this Agreement, all of which will
remain in full force and effect.
26. BINDING EFFECT AND ASSIGNMENT:
This Agreement will be binding upon and inure to the benefit of the parties, their
successors and assigns. Neither Party may not assign or otherwise transfer this
Agreement, in part or in whole, or any of its interest herein without the prior written
consent of the other Party. Such consent will not be unreasonably withheld. Seller may
assign the agreement without MiCTA's consent to a wholly owned subsidiary so long as
the services provided to Members are unaffected.
27. CANCELLATION/TERMINATION:
27.1 Either party may terminate this Agreement with cause for breach of any provision
of this Agreement provided written notice of breach. has been given and such
breach has not been cured within thirty (30) days after delivery of such notice.
See also Attachment D — Proof of Performance during first twelve (12) months of
this Agreement.
27.2 Members shall be responsible for all sums due and owed the Seller for products or
services provided under this Agreement.
28. SURVIVORSHIP OF PROVISIONS:
All Seller's products purchased, and seller's services performed pursuant to this
Agreement shall be bound by all of the Terms and Conditions set forth herein
notwithstanding the expiration of the term of this Agreement, including without
limitation, the following sections for so long as the products and services remain in use:
(i) Governing Law, (ii) Assignment, and (iii) MICTA Commission and Audit Functions,
as defined in this Agreement.
29. NOTICES:
29.1 Notices to be given pursuant to this Agreement will be in writing and will be
deemed to have been duly and properly given on the earlier of:
29.1.1 Date such notice has been received; or
29.1.2 Five (5) days after deposit of such notice in the United States Mail,
postage prepaid, to be delivered by certified mail, return receipt
requested, addressed to Seller at:
Time Warner Cable Enterprises LLC
60 Columbus Circle
New York, New York, 10023
Nun: General Counsel
or at such addresses as Seller may designate, in writing, from time
to time, or to MiCTA addressed as follows:
MiCTA
President James Hudson
4805 Towne Centre
Suite 100
Saginaw, Michigan 48604
or at such address as MiCTA may designate, in writing, from time
to time.
30. HEADINGS:
The section number and/or captions appearing in this Agreement are inserted only as a
matter of convenience and are in no way intended to define, limit, construe or describe
the scope or intent of such sections of this Agreement, or in any way affect this
Agreement.
31. IMPLEMENTATION DATES:
Seller's Approved status, as applicable, will become effective upon execution of this
Agreement by all parties. MICTA and Seller shall exercise all reasonable efforts,
consistent with Article 12 of this Agreement, Marketing Support and Sales Aids, to make
Seller's price list(s) for products/services, as set forth in Attachments A and B to this
Agreement, available to Members as soon as practicable after the Effective Date of this
Agreement
32. ENTIRE AGREEMENT:
This Agreement supersedes and replaces all prior and contemporaneous agreements,
understandings and representations, whether oral or written, between the parties and
relating to the subject matter hereof, constitutes the entire understanding of the parties
with respect to the subject matter of this Agreement- This Agreement may not be
modified, changed, altered, or amended except by an express written agreement signed
by duly authorized representatives of the parties hereto.
33. CONTRACT EXECUTION:
In. Witness Whereof, in consideration of the mutual covenants set forth above and for
other goods and valuable consideration, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, [he parties have entered into the above Agreement and
have caused their duly authorized representatives to execute this Agreement.
MiCTA
Time Warner Cable Enterprises LLC
Name: James Hudson Nar e Greg King
Title: President
Date: & - 2015
Title: Senior Vice President
Date: May =i , 2015
MASTER SERVICE AGREEMENT
CONTRACT NUMBER: 155AN-iBOS2014-0317
ATTACHMENT A — SELLERS MICTA PROGRAM OFFERING
Vendor has responded to the Teclmrcal Requirements of the MT-FBOS 2014 RFP as instructed.
Vendor has bid on the following services, as referenced in the response. (List all services
available)
Section 6 — Wide Area Fiber Build -Out Services
o Lit Leased Services
Time Warner Cable defines Lit Leased Services as being Direct Internet Access (DIA) and
Ethernet (both Elmo and Elan). Additionally, construction costs may need to be applied in
specific instances where more complex and distance installations are required at a customer's
premise.. A building location is deemed "On -net" if it is physically connected to our fiber plant
and has a current or former TWC customer in the building.
MASTER SERVICE AGREEMENT
CONTRACT NUMBER: 155AN-FBOS2014-0317
ATTACHMENT B - SELLERS MICTA PROGRAMPRICING
DIA MiCTA Pricing
MTM
1 Year
2 Year
3 Year
4 Year
5 year
7 year
5 Mbps
$605
$545
$490
$440
$395
$350
$310
1.0 Mbps
$880
$790
$710
$640
$575
$510
$450
20 Mbps
$1,265
$1,135
$1,025
$920
$830
$735
$650
30 Mbps
$1,480
$1,330
$1,200
$1,080
$970
$865
$760
40Mbps
$1,695
$1,530
$1-,375
$1,240
$1,115
$990
$870
50Mbps
$1,760
$1,585
$1,425
$1,280
$1,150
$1.,025
$900
60Mb>s
$1,810
$1,630
$1,470
$1,320
$1,190
$1,055
$930
70Mbps
$1,870
$1,680
$1,510
$1,360
$1,225
$1,090
$955
80 Mbps
$1,920
$1,730
$t,555
$1,400
$1,260
$1,120
$985
90Mbps
$1,970
$1,775
$1,600
$1,440
$1,295
$1,150
$1,010
100Mbps
$2,030
$1,830
$1,645
$1,480
$1,330
$1,185
$1,040
200Mbps
$2,575
$2,320
$2,090
$1,880
$1,690
$1,505
$1,325
300 Mbps
$3,405
$3,065
$2,755
$2,480
$2,230
$1,990
$1,750
400 Mbps
$3,950
$3,555
$3,200
$2,880
$2,590
$2,310
$2,030
500 Mbps
$4,495
$4,050
$3,645
$3,280
$2,950
$2,630
$2,310
600 Mbps
$5,050
$4,545
$4,090
$3,680
$3,310
$2,950
$2,595
700 Mbps
$5,595
$5,035
$4,530
$4,080
$3,670
$3,270
$2,875
800 Mbps
$6,145
$5,530
$4,975
$4,480
$4,030
$3,590
$3,155
900 Mbps
$6,695
$6,030
$5,425
$4,880
$4,390
$3,910
$3,440
1 Gbps
$7,245
$6,520
$5,970
$5,280
$4,750
$4,230
$3,720
10
O. M
Ethel net Services
Metro Regional
11
Not Available in
Diamond Bar Service Area
Ethernet Services
Metro Retioltal
{EFL or Ei'P,,.
5
S576
S529
S480
5432
S394 AF
S336
10
5816
14S
S6S0
$612
5544
S476
20
s960
SS00
$720
S
S360
30
51,10b
51,0
5920
S928
736
3644
40
$1,224
S1,32'2
h, St,020
S918
S816
S714
50
Sl}44
Sf,232
,120
S "Ole
S896
S',84
60
Bt,464
31,342
$ 0
$ 8
$976
S954
70
sue
$1,436
Soo
,t 70
Sf040
$910
80
51,656
S1,518
S1,3S0
91,242
S1,104
3966
90
S1,752
S1,606
Sf,4
- 14
3t,160
S1,022
100
S1,824
$1,672
-0
M
$1,214
$1,064
200
52,20&
%2,024
1,910
St,t3
$1,472
%1,299
300
$2j92
52,376
$2,iS0
51944
%1,728
51,512
4110
52,916
82,
12,411
S2,23'2
84
51,736
500
53,312
, 36
S2,mo
S2,494
S2
%1,932
600
S3764S
53,34d
$3,040
$2,736
$2,432 6
S2,128
700
53,984
53;,552
S3,320
$2,98S
$2,654
%2,324
800
S4
g3 916
$3 S6P
$3,204
S2,838
92
900
560
S4,1S0
S3,900
S3.120
53,040
S2,
or
S:290 I S250 1 5250 1 S250 1 $250 1 S250
12
Diamond Bar Service Area
Ethernet services
National
13
Etlrerrret Services
Nalimml
ELINE
EPL or PL)
Ni13C P Q r Ci rcu it
Al
5
$80
$739
$672
$538
S470
10
$Y,142
$1,047
$952
$762
5666
20
$1,344
"1,232
51,124S296
/",01059
S784
30
$1,54617
$1,288
$1,030
$902
40
$1,714
51,
$1,42
$1,285
51,142
$1,000
50
$1,882
$1,725
$Y,
51,411
S1,254
S1,098
60
$2,050
$.1,879
08
$1,537
$1,366
S1,196
70
$2,184
$2,002
820
S1,638
$1,456
$1,274
$0
52,218
$2,Y25
$1,
51,739
S1,546
S1352
90
S2,453
$2,2
52,0
$1,840
51635
51,431
100
S2,554
$ 41
S2,128
$1,915
$1,702
S1,490
200
.`s3,091
2,$34
S2,576
,318
52,061
S1,803
300
$3,629
$3,32G
$3,024
$ 2
52,419
S2,117
400
$4,Y
$3,819
$3,472
S3,1
S2,778
S2,430
50Q
7
S4,250
$3,964
$3,478
$3,091
52,705
600
147
$4,682
$4,256
53,830
3,405
52,979
70
$5, 578
55,113
$4,648
$4,183
18
$3,254
$5,981
$5,482
S`4,984
S4,486
$3,
S3,489
00
$6,384
S5,852
55,320
54,788
$4,256
S3,724
1000
S6,720
S6,160
S5,600
$5,040
54,480
$3,920
�Ljy� h1RCPerS6t�jlasee'san
EPL or EVPL
$250
$250
1 $250
$250
1 5250
1 $250
14
MASTER SERVICE AGREEMENT
CONTRACT NUMBER: 155AN-FBOS2014-0317
Appendix C — Sample Member Participation Agreement:
Members, purchasing products and services made available under the Master Service
Agreement, must enter into an individual Member Participation Agreement. The
Participation Agreement is the written agreement between Seller and Member to provide
products, services, and/or support at the prices offered and awarded under MT-FBOS
2014 and the Master Service Agreement. The Member Participation Agreement will
further define additional purchasing terms and conditions required by a Member's
organization. These Participation Agreements may include any or all of the following
terms and conditions as well as (i) the Seller's standard commercial terms of sale, and (ii)
if applicable, any additional terms and conditions required by the Member's state or
institutional purchasing requirements.
CA Appropriated Funding:
Members purchasing products, services, and/or support awarded under
MT-FBOS 2014 may be subject to yearly appropriated funding. Therefore,
Member reserves the right to cancel multi -term agreements whenever
ftmds are not appropriated, or otherwise made available to support
continuation or performance in any fiscal year succeeding the first.
Member recognizes that this does not affect either the Member's rights or
the Seller's rights under any termination clause in the Agreement.
C.2 Member Project Schedule:
Members and Seller will negotiate a schedule for providing required
integration services, product delivery, product testing, system acceptance,
payment requirements, etc. prior to Member placing an order and Seller's
acceptance of the order. The agreed upon schedules will be made in
writing, and become attached to and made part of the final Member
Participation Agreement.
C3 Member Governing Laws:
Member Participation Agreements shall be governed by and construed in
accordance with the laws of the state in which the Member organization
resides, excluding any conflict of law provisions. Any litigation with
respect thereto shall be brought in the courts of the Member's state. Seller
providing products, services and support under this Agreement shall
comply with all applicable federal, state, and local laws and regulations.
CA Financial Stability:
Seller will acknowledge that MiCTA Members rely on Seller's financial
statements, including those filed with the Securities and Exchange
15
Commission, as a measure of Seller's financial strength and ability as an
on -going business concern to fulfill its obligations under any resulting
Agreement. By filing SEC Certification Reports or malting other
representations of its own financial stability, Seller affirms that, to the best
of its knowledge in all material respects; it has accurately reported its
financial affairs. If it is determined that Seller has failed to 1) conduct its
financial reporting activities in compliance with generally accepted
accounting principles or 2) comply with applicable Federal security laws
and regulations, and there is a material deterioration of Seller's financial
viability as an on -going business concern, Member's Participation
Agreements may be terminated, or the obligations thereunder reduced or
eliminated.
In the event that there is a material change in the financial condition of the
Seller, including without limitation, a default on loan covenants, de -listing
of publicly traded stock on any recognized exchange on which they are
traded, bond rating classified as "junk" bond status or lower, assignment
of receivables, or a volumay or involuntary filing for protection from
creditors or reorganization of debt in a bankruptcy, liquidation, or other
similar proceeding of any kind, the Term of any Member Participation
Agreement shall revert automatically to month -to -month for all purposes
under the Agreement. Any Member commitments shall be automatically
considered to have been satisfied for the Agreement and rates, and
discounts shall continue as they are at the time of the events.
C.5 Copyright Requirements:
Seller represents and warrants that it is the lawful owner or licensee of my
products/services licensed or sold to Members, developed by either the
Seller or Manufacturer, has all rights necessary to provide proof to the
Member of ownership rights or licensed use, as applicable, of any and all
products / services made available under the Master Service Agreement
and Member Participation Agreement.
C.6 Indemnification:
Subject to the other limitations set forth in this agreement, Seller, to the
extent permitted by law, shall indemnify, defend, and hold harmless the
Member from and against all losses, liabilities, damages, and all related
costs and expenses incurred in connection with any action or proceeding
threatened or brought against the Member to the extent that such action or
proceedings are based on a claim that any product/service provided by the
Seller or its Subcontractors, the use of such products/services, or
reproduction of any documentation violates the provisions set forth in this
agreement,
16
C.7 Alternate Product Sourcing:
Member and Seller shall work in good faith to secure products, services
and/or support from other MICTA contract holders whenever it is in the
best interest of the Member, Member will be responsible for notifying the
Setter prior to acquiring the alternate product or service. Seller, providing
integration or installation services, must:
C.7.1 Indicate any potential effects the change may create in the overall
project.
C,7,2 Be willing to integrate these products and services into the
Member's project.
C.8 Liquidated Damages: As negotiated and agreed in writing as between the
Seller and the Member.
C.9 Insurance Requirements:
Seller and their Subcontractors operating under the Master Service
Agreement and the Member Participation Agreement will, at their own
expense, obtain, keep in force and maintain appropriate insurance
coverage for all activities performed on Member's site in connection with
the products and services covered by the agreements. Seller will be
required, at Member's request, to provide an appropriate Certificate of
Insurance evidencing coverage, and provide prior written notice of any
occurrence of modification, material change, or coverage cancellation
during the term of Member's Participation Agreement. Coverage should
minimally include the following:
C.9.1 Workers Compensation Insurance
C.9.2 Comprehensive General Liability Insurance — Bodily
Injur&roperty Damage
C.9.3 Services/ Products / Completed Operations Aggregate
C.9.4 Vehicle Insurance for vehicles and other motorized or specialized
equipment used in the performance of this agreement.
C.10 Workmanship Warranty:
Seller is required to provide for a workmanship warranty of not less than
one-year from the date of the Member's final system acceptance. The final
system acceptance will be determined by a "sign -off' as negotiated by the
Member in the Member Project Schedule. Seller will be responsible ror all
costs for labor, field service, and pick-up and delivery related to repairs or
17
corrections during the warranty period. Warranty will be provided to
Members at no additional cost.
C.11 Member Invoice:
Seller agrees to provide invoices directly to individual Members, which
shall include a detailed breakdown of all products and/or services
provided. Seller agrees to minimally provide all Members with Net 30
Days invoice terms.
C.12 Freight Terms:
Seller and/or its subcontractors providing products, equipment, software,
etc. to Members, agrees to provide Freight Terms as defined below.
C.121 Seller agrees to provide shipping terms of F.O.B. Destination-:
Member's Reeeivin- bock, ground transportation, within the
Continental U.S.A at no additional cost to the Member.
C.12.2 Seller agrees to identify all freight charges, for unique purchases
requiring actual shipping costs be invoiced "Prepay and Add",
prior to accepting a Member's Participation Agreement.
C. Expedited deliveries or other special deliveries, other than ground
transportation, outside the Continental U.S.A., will be prepaid and
added to the Member invoice at actual costs.
C,13 Hardware/Software Compatibility:
Seller and/or its subcontractors providing hardware or software products
to Members agree to address hardware / software compatibility issues with
both the Member that minimally include the following:
C.13.1 Seller shall be responsible for notifying both the Member and
MiCTA of any/all Member compatibility and/or interoperability
issues between project hardware, peripheral equipment or software
provided by the Seller.
C.13.2 Seller shalt provide networking equipment configurations that
meet or exceed all applicable industry standards, and are
interoperable with all other Member system components.
C.13.3 Seller is responsible for providing an evaluadon/analysis or survey
of Member's existing systems (including any required software)
prior to ordering and installing equipment, and make Member
aware of any/all known interoperability and compatibility issues
that must be addressed.
In
C.13.4 Seller agrees to notify the Member entering into a participation
agreement of any additional electronic premise equipment that is
required to interface to the hardware or software being provided.
C.13.5 Seller shall not be held responsible for products which fail to
perform as designed as a result of any additions or modifications to
the products and/or services not performed by the Seller, or
resulting from the Member's use of the products and/or services in
conjunction with the Member's other software and/or systems
which have not been reviewed and approved by the Seller prior to
order and installation.
C.14 Termination Right: As negotiated As negotiated and agreed in writing as
between the Seller and the Member.
C.15 Title and Risk Allocation:
Seller agrees to provide a license for use of the service upon the Effective
Date set forth in the Participation Agreement, for any products or services
that require licensure for use.
C.16 Seller Hardware/Software Warranty:
Seller and/or its subcontractors, providing hardware/software to Members,
agrees to provide a Seller's Hardware/Software Warranty that minimally
includes the following:
C.16.1 Seller assumes responsibility for issues and/or concerns arising in
setup, installation, and general system testing when a subcontractor
is utilized to complete this process.
C.16.2 Seller warrants the infrastructure operation and capacity based on
the system specifications and design.
C.16.3 Seller's warranty will commence upon the Effective Date of each
Participation Agreement, and will be provided at no additional cost
to the Member, other than those costs as agreed.
C.16.4 Seller warrants that all products and services provided under this
Agreement to Members conform to all RFP requirements and all
representations contained in the Seller's RFP response,
presentation, and/or and technical demonstration.
C.16.5 Seller guarantees that the use of non -certified installation and/or
service technicians will not void any manufacturer's product
warranty. If the use of non- certified installers will void a
manufacturer's warranty, Seller agrees to use only certified
installers for the product installation.
19
C.16.6 Seller agrees that all warranty service provided under this
Agreement to Members shall be performed by manufacturer
trained, certified, and authorized technicians.
C.16.7 Seller agrees to act as the sole point of contact for warranty service
for warranted equipment provided for use with this project.
C.16.3 Seller warrants it will pass through to Members any and all
warranties obtained or available from the original equipment
manufacturer (OEM) only, including any replacement, upgrades,
or additional equipment warranties.
C.169 Seller agrees that any shipment received damaged or "dead on
arrival" (DOA) will be immediately replaced with new equipment
via priority shipping by the Seller.
C.16.10 Seller agrees that damaged or DOA shipments will be issued an
RMA and freight Call Tag, and returned either at the Sellers or
manufacturer's expense,
C.17 Compliance With Law:
Seller and its subcontractors shall, at their own expense, operate in full
compliance with all laws, rules and regulations applicable to, and Mahrtain
in force all licenses and pennits required by the states in which they
conduct business.
20
MASTER SERVICE AGREEMENT
CONTRACT NUMBER: 155AN-FBOS2014-0317
ATTACHMENT D — REPORTING AND COMMISSIONS DUE MICTA
D.1 Commission/Restrictions:
Upon acceptance of an order by Seller, Seller agrees to pay MiCTA a commission fee of
2% of the Eligible Net Revenue (as defined below) generated from any MiCTA Account.
For purposes of this Agreement:
D.1,1. MiCTA Account shall mean an Applicable Member, as determined
in accordance with Section 3.2 of this Agreement, that purchases
Seller's products or services under this Agreement and the
Member Participation Agreement with Seller.
D.1.2. Eligible Net Revenue means all revenue received from MiCTA
Applicable Members, but shall not include. (i) any revenues
received by Seller for goods and services that are not within the
scope of MT-FBOS 2014; (ii) any pass -through access/egress (or
related) charges imposed by third parties; (iii) any non -recurring
charges imposed on or by Seller's tariffs; (iv) any pass -through
directory assistance charges; (v) any taxes or surcharges; and (vi)
any promotional or other credits granted by Seller.
D.1.3. The only commissions, fees or compensation due MiCTA under
this Agreement shall be those commissions payable on all MiCTA
Accounts pursuant to Applicable Member Participation
Agreements for products and services within the scope of MT-
FBOS 2014.
D.1.4. Commissions are to be paid at the end of each calendar quarter
beginning sixty (60) days after the billing date starting with the
quarter that includes the first full month's billing by Seller of an
Applicable Member, and commission payments shall be made at
the end of the appropriate calendar quarter, Notwithstanding
anything else, Seller is only required to pay commissions on the
actual "Eligible Net Revenues" received from an Applicable
Member.
D.1.5 Notwithstanding the above, in the event that commissions due
MICTA total less than $50.00 for any given payment period, Seller
shall have the right to withhold payment of such commissions until
the total reaches $50.00, and then Seller shall pay to MiCTA such
aggregated commissions in the next payment period.
21
13.1.6. Seller shall be responsible for payment of all pending MiCTA
commissions due from sales revenues generated by this Agreement
up through the actual date of termination.
D.1.7. MiCTA does not guarantee a minimum sales volume or estimated
sales volume for this Agreement.
D.1.8. MiCTA is solely responsible for the payment of any taxes or
assessments in connection with its receipt of commission payments
hereunder.
D.2. REQUIRED SALES/COMMISSION REPORTS:
Seller is required to notify MiCTA of all sales and/or service commitments with MiCTA
Applicable Members. The report must minimally, for each Applicable Member taking
service, include the customer name, contact name/number, city, state, estimated volume,
estimated commission, estimated cost savings, and estimated delivery date. A sample
report is available upon request. MiCTA may provide Seller with a reporting portal on
MiCTA's website and require such reporting to be made electronically on the website.
Reports must be submitted by the 60th day following quarter -end close. Reports are due
even if no sales are made during the period, so that the Seller certifies that no sales
were made to MiCTA Applicable Members.
Reports should be sent to:
MiCTA
Attn: Commission Report 4805 Towne Centre
Suite 100
Saginaw, MI 48604
Sales/Commission Reporting Process:
D.2.1. Reports must include a list of all purchases by Applicable MiCTA
Members from the Seller.
D.22. Seller will be required to submit an Amoral Report of all
Applicable MiCTA Member purchases within 30-days of the
Seller's fiscal year close.
D.2.3. Any failure to file reports of Applicable Member sales, or no sales
as the case may be, is a breach of this Agreement.
D.2.4. MiCTA reserves the right to perform an independent audit, by
MiCTA designated auditors, of the MiCTA commissions paid by
seller, on an amoral basis. Seller shall bear the costs of the audit
should the results of the audit identify a material amount of unpaid
commissions. In the absence of a material underpayment, MiCTA
will be solely responsible for the cost of any such audit.
22
D.2.5. Seller agrees to comply with a MiCTA request for audit within
thirty (30) working days of receiving the written request.
D.2.6. Seller agrees to pay all commissions due on all unreported Eligible
Net Revenue with MiCTA Accounts revealed during an audit.
D.2.7. MiCTA will repay, any over -paid commissions disclosed during an
audit andsuch repayment may be an offset against future
commissions.
D.3 Proof of Performance — First Twelve (12)Months
76838511
D.3.1 Notwithstanding any other provision of this Master Service
Agreement, Seller agrees that during the first twelve (12) months
of this agreement Seller will demonstrate significant efforts to
make sales to MiCTA Members, implement a plan to market
Seller's products or services to the MiCTA Members, promptly file
the required sales reports pursuant to D.2, even if no sales were
made during the period, and pay all commissions due pursuant to
D.I. If no sales are made within 12 months from the date of
signing the MSA, MiCTA has the right to and will terminate the
MSA, unless the vendor can demonstrate to MiCTA's satisfaction
that significant efforts have been made to market the vendor's
MiCTA approved products and services to MiCTA members.
23