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Home My WebLink About2024-04-01 I01G_01 Internet Services AgreementAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: April 1, 2024 AGENDA ITEM:Consideration of approval of a resolution for a renewal of a contract between the City of Waukee, Iowa, and Consolidated Communications Inc. (“CCI”) to provide dedicated internet services. FORMAT:Consent Agenda SYNOPSIS INCLUDING PRO & CON: The contract between the City of Waukee, Iowa, and CCI is for a term of 36 months, at a rate of$435/month. The contract is to provide a dedicated internet circuit with speeds of 500 Mbps and various addons, at the city’s 1300 SE LA Grant Pkwy location, for city operations. The current contract has lapsed and the month-to-month rate is not cost- effective. The city currently expends $250/month for a 50 Mbps dedicated circuit for use as a redundant internet service circuit. The city’s current primary internet service is not dedicated but allows bandwidths of up to 1000 Gbps. This contract would allow the city to switch over to a more reliable primary service provider, with guaranteed service-level-agreement on bandwidth and support, while utilizing the current primary service provider for gaps and redundancy. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: Staff recommends approval of the resolution consenting to the contract with CCI. RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. Agreement & Invoice PREPARED BY: Son Le REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: I1G1 THE CITY OF WAUKEE, IOWA RESOLUTION 2024- APPROVING AGREEMENT WITH CONSOLIDATED COMMUNICATIONS, INC. FOR INTERNET SERVICE IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, the City of Waukee requires internet service for city operations; AND, WHEREAS, the City of Waukee wishes to enter into a contract with Consolidated Communications Inc., for dedicated internet services. NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council that the Agreement between the City of Waukee, Iowa, and Consolidated Communications, Inc. is hereby approved. Passed by the City Council of the City of Waukee, Iowa, and approved this the 1st day of April, 2024. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN R. Charles Bottenberg Chris Crone Rob Grove Anna Bergman Pierce Ben Sinclair v 20231130-CC Page 1 of 10 BSA ID TER M LENGTH 00035 496 36 Month s Th is B u siness S ervices Agreem ent is entered into by City of W au kee (“y o u ” or “Cu s to m er”) and th e Consolidated Com m u nications, Inc. affiliate located in th e state in w h ich th e S ervice(s) are being provided (“w e” or “CCI”) and along w ith th e General Term s and Conditions attach ed h ereto and incorporated h erein constitu te th e agreem ent (th e “Ag reem en t”) for th e provision of th e “Serv ices ” requ ested below . Additionally, one or m ore addendu m (s) w ith service-specific term s and conditions m ay be attach ed to th is Agreem ent (each , an “Adden du m ”). Each su ch Addendu m w ill be governed by and incorporated into th is Agreem ent. Th is Agreem ent is binding on you and CCI w h en signed by both parties (th e later dated signatu re being th e “Effectiv e Date”). B y signing below , each party represents th at th eir signatory is du ly au th orized to execu te and deliver th is Agreem ent. Th is Agreem ent w ill continu e in force for so long as any S ervice is provided h ereu nder. SER V ICES R EQU ESTED. Th e S ervice(s) requ ested by you and to be provided by u s u nder th e Agreem ent are as follow s: Address:1300 S ou th east LA Grant Parkw ay,S ite MRC:$435 .00 W au kee, Iow a, 5 026 3 S ite NRC:$0.00 Serv ices Qu an tity M R C To tal M R C NR C To tal NR C Po rt & Acces s 5 00Mbps 1 $230.00 $230.00 $0.00 $0.00 Dedicated In tern et Acces s EV C 5 00Mbps - Internet Only 1 $100.00 $100.00 $0.00 $0.00 W AN Static IP Blo ck /28 = 13 u sable IPs 1 $20.00 $20.00 $0.00 $0.00 DDo S 5 00Mbps 1 $85 .00 $85 .00 $0.00 $0.00 Site Nam e Site No tes 1300 S ou th east LA Grant Parkw ay ___________________________ CHAR GES AND FEES. Th e follow ing reflect th e ch arges and fees applicable to th e S ervices ordered: (a)Total of Month ly Recu rring Ch arges (“M R C”):$ 435.00 (b)Total of Non-Recu rring Ch arges (“NR C”):$ 0.00 Any and all taxes, fees, u niversal service and sim ilar pu blic policy assessm ents, are in addition to th e am ou nts set ou t above, and are also payable by you . If a tariff governs a S ervice, th e term s of th e tariff w ill take precedence over th is Agreem ent. All pricing is exclu sive of any non-recu rring ch arges incu rred th at are not reflected above, inclu ding ch arges related to any needed extension of facilities or additional w ork necessary to provide th e S ervices. Th ese ch arges m ay inclu de after-h ou rs installation ch arges for requ ested installations betw een 5 :00 p.m . and 6 :5 9 a.m . Monday th rou gh Th u rsday or w eekend installation ch arges for requ ested installations betw een 5 :01 p.m . Friday and 6 :5 9 a.m . Monday. All extension or installation w ork w ill only be perform ed u pon you r agreem ent to pay th e associated ch arges, and if you do not agree to pay su ch ch arges, th is Agreem ent (or any applicable S ervice) w ill be su bject to cancelation by u s. Pricing is also exclu sive of: (i) any u sage or variable ch arges, (ii) all taxes and fees, and (iii) all ch arges v 20231130-CC Page 2 of 10 incu rred in connection w ith governm ental or qu asi-governm ental assessm ents, all of w h ich are payable by you . W e reserve th e righ t to adju st m onth ly service rates du e to increases in oth er tariffed services th at are ou tside of ou r control, or w h ere th ird-party vendors increase rates for th ird- party services, and you w ill not be entitled to term inate th is Agreem ent as a resu lt of any su ch increase. Notw ith standing any oth er term s in th is Agreem ent, th is pricing is good only in areas w h ere th e S ervice is com m ercially available. You u nderstand th at th e S ervice selected m ay not be com m ercially available at th e rates, speeds or bandw idth set forth h erein in you r area, and th at th is S ervice Order is su bject to ou r final acceptance. Any long distance package pricing exclu des ch arges related to international calls, w h ich w ill be payable as incu rred according to th en-applicable rates. You are responsible for all individu ally ch arged calls, w h eth er dom estic or international, and w h eth er th rou gh h osted services or oth erw ise, inclu ding ch arges th at are u nau th orized or frau du lently incu rred. All S ervices are provided su bject to verification of good credit before installation, you r tim ely paym ent and you r continu ed good credit. TER M OF SER V ICES. Th is S ervice Order is binding on you w h en you sign it. Th e initial term for each S ervice is 36 Month s. Th e billing for each S ervice w ill com m ence on th at date u pon w h ich th e S ervice is m ade available by CCI for u se by you , u nless, prior to com m encem ent, you notify u s in w riting th at th e S ervice provided does not m eet an applicable S ervice perform ance specification. Th e Contract Term w ill not be less th an a term of 12 m onth s from th e S ervice availability date except w h ere “m onth -to-m onth ” is th e contracted term or w h ere applicable law provides oth erw ise. Du ring th e initial term , w e m ay m ake ch anges to th e S ervices, inclu ding by adding to or m odifying th e featu res associated w ith th e S ervices, bu t w e w ill not m aterially redu ce you r S ervice fu nctionality du ring th e initial term . In som e cases, new or m odified S ervice featu res m ay requ ire you r paym ent of additional ch arges. If a new or m odified S ervice featu re requ ires you r paym ent of an additional ch arge, w e w ill notify you and w ill provide an opt-ou t period du ring w h ich you w ill be able to opt-ou t of th e applicable featu re and th e corresponding ch arge. If you do not opt-ou t du ring th e opt-ou t period, you r continu ed u se of th e S ervice follow ing th e opt-ou t period signifies you r acceptance of th e new or m odified S ervice featu re and you r agreem ent to pay th e corresponding ch arge. After th e initial term , th is Agreem ent and th e term for each S ervice w ill au tom atically be extended on a m onth -to-m onth basis, u nless eith er party provides at least 30 days’ w ritten notice of term ination to th e oth er. Upon th e com m encem ent of any su ch m onth -to-m onth renew al term , any discou nted or prom otional pricing w ill expire, and pricing w ill au tom atically be adju sted to reflect ou r th en-cu rrent rates for th e S ervices. Du ring th e renew al term , w e m ay discontinu e or m odify th e S ervice or increase S ervice ch arges at any tim e w ith th irty (30) days’ prior notice to you . CANCELLATION CHAR GE; EAR LY TER M INATION CHAR GE. If you cancel th is Agreem ent or any S ervice after th e Effective Date bu t before th e date th at th e S ervice is first m ade available to you , or if installation fails becau se of you r action or inaction, and is not later com pleted, you agree to pay to u s a cancellation ch arge equ al to fou r (4) m onth s of MRCs, plu s all costs incu rred by u s in connection w ith th e extension of facilities to you r location, inclu ding both ou r costs and th ird-party costs. Th e cancellation ch arge w ill be paid to u s not later th an th e later of any du e date identified on th e invoice or th irty (30) days after th e date S ervice is term inated. If w e h ave provided any equ ipm ent to you , th e equ ipm ent m u st be retu rned to u s in good condition or you w ill be responsible for its cost. Notice of any S ervice term ination m u st be su bm itted to u s in w riting. If you term inate any S ervice after th e S ervice is first m ade available to you and before th e end of th e applicable term for any reason not perm itted by th is Agreem ent, or if w e term inate any S ervice or th is Agreem ent for you r breach , you are responsible for an early term ination ch arge equ al to 100% of th e MRCs for each affected S ervice for each of th e rem aining m onth s in th e term . Notw ith standing th e foregoing, in m arkets w h ere th e follow ing produ cts are sold, th e Essentials Voice, EPAKII Voice Packages, B izConnect and FiberConnect produ cts w ill be su bject to a flat early term ination ch arge of $129.00 per circu it or per line as applicable w ith no proration for th e length of tim e left in th e term for th ese produ cts. In addition to th e applicable early term ination ch arge, you w ill also be responsible for th e follow ing ancillary costs related to you r S ervice: (i) any recu rring S ervice ch arges th at are du e or th at becom e du e and th at are u npaid as of term ination; (ii) any non-recu rring ch arges (inclu ding any non- recu rring ch arges th at w ere w aived by u s at th e tim e th e S ervices w ere ordered) th at are du e or th at becom e du e and th at are u npaid as of term ination; (iii) any u nrecovered costs of installation inclu ding, w ith ou t lim itation, fiber bu ild and sim ilar costs; (iv) all costs incu rred by u s, inclu ding costs w ith a th ird party, for any service, equ ipm ent or access righ ts procu red in order to install a S ervice and/or to serve you ; and (v) all taxes, fees and assessm ents. You agree th at th e early term ination ch arge and th e ancillary costs described above are a fair estim ate of th e dam ages to u s in connection w ith you r early term ination and is not a penalty. Early term ination ch arges m ay be w aived if you u pgrade a service for a term at least as long as th e rem aining term on th is Agreem ent. 911 SER V ICES. If you are obtaining any S ervice th at is not pow ered from w ith in th e CCI netw ork, you acknow ledge receipt of disclosu re th at th ere are possible lim its on access to 911 S ervice, th at you , and not CCI, m u st provide electrical pow er for any cu stom er-prem ise equ ipm ent and for connections to th e u nderlying CCI netw ork, and th at ou tages m ay affect 911 access, 711 access and access to oth er services for u sers. You also acknow ledge th at you m ay be requ ired to affix stickers or labels related to 911 lim its or to oth erw ise provide notice of su ch lim itations to u sers. You also acknow ledge th at location -based 911 S ervice is available, if at all, only at th e location w h ere w e ph ysically install th e related S ervice. You m ay be provided w ith additional disclosu res. It is you r sole responsibility to determ ine if a S ervice is com patible w ith any secu rity, alarm or m onitoring service and/or system you u se. To th e extent th at you operate or u se a private netw ork or m u ltiline teleph one system , you are, to th e fu llest extent perm itted by applicable law , solely responsible to m aintain tim ely and correct specific location inform ation in th e 911 or oth er relevant em ergency database of all you r teleph one u nits and associated nu m bers, so th at th e appropriate em ergency agency w ill be contacted, and th e responder w ill be able to determ ine th e actu al location from w h ich an em ergency call is m ade. You agree to notify all u sers and potential u sers of th e lim itations applicable to 911 calls m ade th rou gh th e S ervice as described in th is provision. v 20231130-CC Page 3 of 10 M AR KETING Unless you opt-ou t by m arking th e box below , th e follow ing provision w ill apply to you : You agree th at w e m ay inclu de you r nam e and logo on ou r pu blic cu stom er list. You also agree to reasonably cooperate w ith u s on co- m arketing and pu blic relations activities to dem onstrate th e lau nch and su ccess of you r program (e.g., press release, case stu dy, testim onial, video). You grant u s a lim ited, non-exclu sive, w orldw ide license to u se you r nam e and logo for th ese pu rposes. I am o p tin g o u t o f th is p ro v is io n \ch eckbox1 {“size”:”sm all”,“w idth ”:”05 ”}\ CCI R EPR ESENTATIV E City of W au kee B y:\signatu re2{“size”:”sm all”}\B y:\signatu re1{“size”:”sm all”}\ Nam e:\fu llnam e2{“textsize”:”sm all”}\Nam e: Title:\title2{“textsize”:”sm all”}\Title: \title1{“textsize”:”sm all”}\ S ignatu re Date:\date2{“textsize”:”sm all”}\S ignatu re Date: \date1{“textsize”:”sm all”}\ 00035 496 CU STOM ER CONTACT INFOR M ATION: Nam e:Son Le Address:1300 S E La Grant Pkw y, W au kee, IA, 5 026 3 B u siness Ph one:5 15 9787945 Em ail Address:sle@w au kee.org Courtney Clarke Mayor 04/01/2024 v 20231130-CC Page 4 of 10 GENER AL TER M S AND CONDITIONS 1.SER V ICES. Th ese General Term s and Conditions along w ith th e B u siness S ervices Agreem ent and any Addenda attach ed h ereto constitu te th e Agreem ent betw een th e parties for th e provision of S ervices requ ested by you h ereu nder. You m ay not vary th is Agreem ent w ith u se of a Cu stom er- issu ed pu rch ase order, it being u nderstood th at th e term s of any su ch pu rch ase order w ill be void and/or su perseded by th e term s of th is Agreem ent in th e event of any conflict. You acknow ledge th at w e m ay elect to perform u nder th is Agreem ent th rou gh one or m ore CCI affiliates or oth er entities and th at th e applicable CCI affiliate to th is Agreem ent is located in th e state in w h ich th e S ervice(s) are being provided as referenced at h ttps://w w w .consolidated.com /affiliates . 2.ACCESS. You agree to provide or obtain for u s reasonable access to th e location(s) w h ere S ervice w ill be installed and/or provided, and to cooperate w ith u s du ring installation and oth er w ork related to th e provision of S ervice. W e w ill deliver S ervice to a dem arcation point establish ed in accordance w ith applicable law and/or regu lation, or in lieu th ereof, establish ed by u s at or near th e S ervice location. 3.PAYM ENT. You agree to pay for all S ervices on tim e and at th e applicable rates and ch arges, plu s all applicable taxes, fees and assessm ents, w ith ou t any dedu ction or setoff. You agree to pay all am ou nts stated on th e invoice by th e du e date, or if th ere is no date stated, w ith in th irty (30) days of th e date of ou r invoice to you (th e “Du e Date”). If you do not tim ely pay you r bill, you w ill be responsible to pay late ch arges applied to th e am ou nt u npaid of one and one-h alf percent (1.5 % ) of su ch am ou nts from th e Du e Date u ntil paid in fu ll (or th e greatest am ou nt allow ed by applicable law s, if less). If you r ch eck is retu rned u npaid, or you r paym ent does not clear, you w ill be billed ou r th en-applicable fee for su ch occu rrence. If you do not pay all u ndispu ted am ou nts by th e Du e Date, w e m ay elect to su spend or to disconnect any S ervice(s) u ntil you r accou nt is brou gh t cu rrent, inclu ding interest and late ch arges. A reactivation fee w ill apply. 4.BILL DISPU TES. If you dispu te any ch arges stated on an invoice, you are requ ired to notify u s in w riting w ith in th irty (30) days of th e date of th e dispu ted invoice. Regardless of th e basis of th e dispu te and u nless proh ibited by applicable law , if you fail to provide to u s a w ritten dispu te notice as set forth above w ith in th irty (30) days after th e date of th e affected invoice in w h ich th e dispu ted ch arge initially appears, you w aive th e righ t to dispu te th e ch arge and th e invoice w ill becom e final and not su bject to dispu te for any pu rpose. You r dispu te notice m u st identify th e specific ch arge(s) th at you dispu te and provide a reasonable explanation of th e basis for th e dispu te. Notification of dispu ted ch arges w ill not excu se paym ent of th e rem ainder of th e invoice, and you agree to pay all oth er invoiced ch arges not dispu ted in accordance w ith th is section by th e Du e Date. Upon ou r resolu tion of a dispu te you w ill eith er be credited for dispu ted am ou nts resolved in you r favor or m u st pay th e dispu ted am ou nts fou nd to be du e. 5.U SE OF SER V ICES. You are responsible to pay for all u se of S ervice, inclu ding oth ers’ u se of you r S ervice and/or u se of you r equ ipm ent. W e encou rage you to investigate and im plem ent available secu rity options su ch as call blocking to protect you rself from frau d. S ervices are provided to you for you r ow n u se and cannot be resold by you u nless specifically agreed to in w riting by u s. Each party agrees to com ply w ith all Federal, state and local law s, ru les, regu lations and ordinances applicable to th e S ervices or th eir u se. W e reserve th e righ t to su spend a S ervice if w e determ ine th at th e u se being m ade of th at S ervice is or is likely to be in violation of applicable law or regu lation. Ou r cu rrent Acceptable Use Policy (AUP) is available at h ttps://w w w .consolidated.com /S u pport/Term s-Policies/Internet-Term s- Policies/Internet-Term s-Conditions-and-Acceptable-Use-Policy and is expressly incorporated into th is Agreem ent. W e m ay u pdate ou r AUP or oth er online term s and conditions of u se applicable to th e S ervice at any tim e. A violation of any applicable law or ou r AUP by you or any u sers of you r S ervice m ay resu lt in an im m ediate su spension or term ination of S ervice. 6.EQU IPM ENT, W IR ING AND SOFTW AR E. W e m ay provide you w ith equ ipm ent and/or inside w iring. Unless oth erw ise expressly provided in th is Agreem ent, you obtain no property righ t or interest in any equ ipm ent or facilities provided by u s, and all righ t, title and interest to su ch item s w ill rem ain solely w ith u s or ou r u nderlying provider, as appropriate. W e m ay at any tim e su bstitu te th e equ ipm ent and facilities u sed to provide th e S ervices. As to all CCI-provided equ ipm ent, u nless pu rch ased by you and paid in fu ll, you w ill: (i) keep all th e equ ipm ent free and clear of any levies, liens and secu rity interests and w ill provide prom pt notice of any attach m ent or oth er ju dicial process affecting any item of th e equ ipm ent; (ii) safegu ard th e equ ipm ent from loss and dam age; and (iii) m aintain fu ll responsibility for th e equ ipm ent if any dam age or inju ry occu rs and pay for all repairs, or for th e replacem ent of th e equ ipm ent if it is irreparable, lost or stolen. You are responsible for all w iring m aintenance on you r side of th e dem arcation point. Additional ch arges based on tim e and m aterials m ay apply if an optical h andoff is requ ired for Eth ernet delivery. You m ay not m ove any CCI equ ipm ent w ith ou t ou r w ritten consent and, u nless pu rch ased by you and paid in fu ll, you m u st retu rn all CCI-provided equ ipm ent to u s w h en th e associated S ervice is term inated, in th e sam e condition as w h en installed, reasonable w ear and tear excepted, and consistent w ith any requ irem ent of law . If w e provide you w ith any softw are, you are only perm itted to u se th e softw are in object code form on th e h ardw are on w h ich it is installed for th e sole pu rpose of enabling u se of th e S ervices, and you agree not to: (i) disclose or m ake available to th ird parties any portion of th e softw are w ith ou t ou r advance w ritten perm ission; (ii) fu rth er copy or du plicate th e softw are; (iii) reverse engineer, decom pile or disassem ble su ch softw are; (iv) m ake derivative w orks from su ch softw are; (v) m odify su ch softw are; or (vi) u se th e softw are in a credit bu reau capacity. Additionally, to th e extent any su ch softw are is th ird- party softw are, th e th ird-party softw are m ay be governed by separate license provisions fou nd or identified in docu m entation or on oth er m edia delivered w ith th e th ird-party softw are or oth erw ise provided to you , all of w h ich are incorporated h erein by reference. 7.NETW OR K ADDR ESSES. Any and all netw ork addresses provided to you w ill at all tim es rem ain ou r property and are non-transferable. W e grant you a license to u se su ch netw ork addresses du ring th e term bu t only for th e pu rposes and as contem plated by th is Agreem ent. You w ill h ave no righ t to su ch netw ork addresses u pon expiration or term ination of th e applicable S ervices. You also agree th at you r license to u se su ch netw ork addresses v 20231130-CC Page 5 of 10 du ring th e term is revocable and is for non-portable netw ork address space. Netw ork addresses m ay be re-nu m bered as and w h en w e deem necessary. All cu stom ers applying for IP address space from CCI m u st com plete an IP address form provided by u s, th e term s of w h ich w ill be deem ed incorporated h erein. Unless oth erw ise expressly provided in th is Agreem ent, all fees associated w ith dom ain nam e registration and periodic m aintenance of dom ain nam es are you r responsibility. Th e registrar (or CCI on registrar’s beh alf) w ill bill su ch fees directly to you . 8.CU STOM ER -PR OV IDED EQU IPM ENT. You w ill provide, at you r sole cost and expense, any and all additional electronic equ ipm ent and oth er facilities necessary for you r u se of th e S ervices oth er th an th ose provided by u s. Unless oth erw ise agreed in w riting, w e w ill h ave no obligations w ith respect to th e provision, installation or m aintenance of any cu stom er-provided equ ipm ent. You w ill pay th e cost of interfacing to ou r dem arcation point. You are fu lly responsible for ensu ring th at all cu stom er-provided equ ipm ent is properly interfaced w ith th e S ervices and em its signals th at: (i) are of th e proper m ode, bandw idth , pow er, data speed and signal level for you r intended u se; (ii) are fu lly com pliant w ith th e generally accepted m inim u m protective standards of th e telecom m u nications indu stry as endorsed by th e Federal Com m u nications Com m ission (FCC); and (iii) do not dam age, h arm , degrade or interfere w ith proper operation of th e S ervices or ou r equ ipm ent and facilities. W e assu m e no responsibility for th e qu ality of th e signal generated by any cu stom er-provided equ ipm ent and w ill only be requ ired to u se com m ercially reasonable efforts to deliver th e signal to th e receiving location in th e sam e form at and condition as generated by su ch equ ipm ent. If you fail to m aintain and operate you r equ ipm ent properly, w ith resu lting or im m inent interference, degradation or h arm to or w ith th e proper operation of ou r services, equ ipm ent or facilities, or w ith inju ry or im m inent inju ry to ou r personnel, w e m ay im m ediately su spend th e S ervices w ith ou t liability or requ ire th e u se of protective interface equ ipm ent at you r expense. 9.M AINTENANCE AND SER V ICE ISSU ES. Th e inform ation located at h ttps://w w w .consolidated.com /Trou ble_Reporting is m ade available to you for reporting service problem s, m aking requ ests for repair statu s, escalating individu al circu it problem s and sch edu ling m aintenance. W e also reserve th e righ t to perform netw ork u pgrades, m aintenance, u pdates and m odifications at su ch tim es as are determ ined by u s as requ ired to m aintain th e S ervice perform ance, and any m aintenance notices to you w ill be provided in accordance w ith th e applicable Addendu m and prevailing CCI state practices. W e w ill u se com m ercially reasonable efforts to perform all sch edu led m aintenance in a m anner th at m inim izes any system interru ption and w ill typically endeavor to perform sch edu led m aintenance betw een 12:00 a.m . and 6 :00 a.m . local tim e. Each party w ill m aintain com m u nication w ith th e oth er party th rou gh ou t th e statu s of any cu stom er-specific trou ble resolu tion. You r sole rem edy for failu re of th e S ervices to m eet any applicable perform ance specifications and for any S ervice interru ptions as described in any Addendu m w ill be for u s to grant you th e credits described in th e applicable Addendu m , if any. To be eligible for a credit, you m u st be u nder term as to th e affected S ervice (m u st not be m onth -to-m onth ), m u st be in good financial standing w ith CCI and m u st open a trou ble ticket w ith u s for th e S ervice issu e. To receive a credit, you m u st requ est th e credit in w riting w ith in th irty (30) days after th e end of th e m onth in w h ich th e credit-generating event occu rred or you w ill w aive you r righ t to any credit or oth er rem edy for su ch event. Credit requ ests m u st inclu de you r nam e, contact inform ation, billing accou nt nu m ber, circu it ID (if applicable), th e date of th e ou tage, trou ble ticket nu m ber(s) and any oth er inform ation requ ested by u s. All credit requ ests are su bject to ou r review and approval, and credits w ill only be applied in th e billing cycle follow ing ou r approval. Credits are not cu m u lative (only th e h igh est applicable credit w ill apply to any one credit-generating event) and w ill not exceed 5 0% of th e MRC for th e affected S ervice(s) in th e aggregate u nless oth erw ise provided in an applicable Addendu m . If th ere are no Addenda or th e applicable Addendu m does not specifically provide for credits, credits w ill only apply in ou r sole discretion. S ervices provided pu rsu ant to filed state or federal tariff are su bject to term s and conditions contained in su ch tariff and not any Addendu m . In no event w ill you be entitled to credits or oth er rem edies for S ervice issu es cau sed by you or resu lting from Force Majeu re Events (described below ) or ou r planned m aintenance. 10.LIM ITATION OF W AR R ANTIES. W e w ill perform all installation and oth er w ork at th e location w h ere S ervices are provided in a com petent m anner, and any dam age to su ch location w ill be prom ptly repaired or corrected. Additionally, in th e event you are perm itted to pu rch ase any equ ipm ent or th ird-party softw are licenses as set forth in th is Agreem ent, w e w ill u se com m ercially reasonable efforts to pass th rou gh (or to cau se its applicable vendor to pass th rou gh ) th e m anu factu rer’s end-u ser w arranty for th e pu rch ased equ ipm ent or softw are licenses. OTHERW IS E, ALL S ERVICES , EQUIPMENT, FACILITIES AND S OFTW ARE ARE PROVIDED ON AN “AS -IS ” AND “AS AVAILAB LE” B AS IS , AND W E S PECIFICALLY DIS CLAIM ANY AND ALL OTHER W ARRANTIES , W HETHER EXPRES S OR IMPLIED, INCLUDING W ARRANTIES OF MERCHANTAB ILITY AND OF FITNES S FOR A PARTICULAR PURPOS E. W E DO NOT W ARRANT UNINTERRUPTED AND/OR ERROR-FREE OPERATION OF ANY FACILITY, EQUIPMENT OR S ERVICE UNLES S THAT IS UNAMB IGUOUS LY DES CRIB ED AS S UCH IN THIS AGREEMENT. W E DO NOT W ARRANT OR GUARANTEE S PECIFIC INTERNET UPLOAD OR DOW NLOAD S PEEDS OR DATA QUALITY. W E COMPLY W ITH APPLICAB LE RELATED RULES , B UT S PEEDS ARE S UB JECT TO FACTORS OUTS IDE OF OUR CONTROL. ADVICE OR INFORMATION GIVEN B Y CCI OR ITS CUS TOMER S UPPORT OR OTHER REPRES ENTATIVES W ILL NOT CREATE A W ARRANTY OF ANY NATURE OR TYPE W HATS OEVER. 11.R EM EDIES; LIM ITS ON LIABILITY. 11.1 You r rem edies for any failu re, interru ption, degradation, ou tage, non- delivery or non-perform ance of any S ervices, inclu ding related equ ipm ent and facilities, and any loss of data, or for any breach by u s of th is Agreem ent, are lim ited to (i) th e applicable service credits or oth er rem edies provided for u nder an applicable Addendu m or (ii) if no Addendu m is applicable, one or m ore of th e follow ing as elected by u s: (a) repair of th e S ervice, facilities, equ ipm ent or w iring; (b) re-perform ance of w ork, w h ere th at can be done; (c) cancellation or term ination of any S ervice not rem edied by repair or re- perform ance, w ith no cancellation or early term ination ch arge; and/or (d) an adju stm ent or credit to you r bill. v 20231130-CC Page 6 of 10 11.2 TO THE MAXIMUM EXTENT PERMITTED B Y APPLICAB LE LAW , THE COMB INED LIAB ILITY OF CCI AND ANY CCI AFFILIATE TO YOU W ILL B E LIMITED TO THE APPLICAB LE REMEDY IDENTIFIED AB OVE AND W ILL IN NO EVENT EXCEED PROVEN DIRECT DAMAGES , NOT TO EXCEED THE TOTAL YOU HAVE PAID FOR ALL S ERVICES FOR THE 12- MONTH PERIOD PRIOR TO THE TRIGGERING EVENT. HOW EVER, THIS LIMITATION W ILL NOT APPLY TO B ODILY INJURY, DEATH OR DAMAGE TO REAL PROPERTY DIRECTLY CAUS ED B Y OUR GROS S NEGLIGENCE OR INTENTIONAL MIS CONDUCT. TO THE MAXIMUM EXTENT PERMITTED B Y APPLICAB LE LAW , NEITHER YOU NOR CCI OR ANY CCI AFFILIATE W ILL B E RES PONS IB LE FOR ANY PUNITIVE, ENHANCED COMPENS ATORY, INDIRECT, S PECIAL, CONS EQUENTIAL OR INCIDENTAL DAMAGES , INCLUDING ANY LOS S OF B US INES S , REVENUE OR PROFITS , EVEN IF ADVIS ED OF THE POS S IB ILITY OF S UCH LOS S , AND W ITHOUT REGARD TO THE THEORY OF RECOVERY. To th e m axim u m extent perm itted by applicable law and except as oth erw ise expressly provided in th is Agreem ent, neith er CCI, any CCI affiliates nor any person or entity u tilized by u s to provide th e S ervices, w ill be liable for any of th e follow ing: (i) any inform ation or content th at CCI or an affiliate transports or provides, and any and all claim s related to su ch inform ation or content; (ii) any u nau th orized access to or u se of you r S ervices or equ ipm ent, or of any equ ipm ent or facilities related to su ch S ervices; (iii) any access, alteration, th eft, dam age, destru ction or loss of any of you r records, data or oth er inform ation; (iv) any claim s for dam age for w h ich you are responsible, w h eth er in w h ole or in part, w h eth er th rou gh action or inaction, and regardless of degree; and (v) claim s against you by any person or entity not a party to th is Agreem ent. S om e ju risdictions m ay not perm it th e exclu sion of certain w arranties and/or dam ages as set forth above. In th ese ju risdictions, th e foregoing w ill serve to lim it CCI’s liability to th e m axim u m extent perm itted by applicable law s. 11.3 No cau se of action, regardless of form , arising ou t of th is Agreem ent, m ay be brou gh t by eith er party m ore th an one (1) year after th e cau se of action h as arisen or, in th e case of non-paym ent, m ore th an one (1) year from th e date th e last paym ent w as du e. 12.BR EACH AND TER M INATION. You w ill be in breach of th is Agreem ent: (i) if you fail to tim ely pay any u ndispu ted am ou nt du e to u s u nder th is Agreem ent w ith in ten (10) days of th e date th at it is du e; (ii) im m ediately if you fail to com ply w ith section 5 of th ese General Term s and Conditions; (iii) if you fail to perform any oth er obligation u nder th is Agreem ent, and su ch failu re continu es for m ore th an 10 days after w ritten notice from u s; (iv) if you cancel or repu diate th is Agreem ent or any S ervice com m itm ent; or (v) if you are su bject to volu ntary or involu ntary bankru ptcy proceedings, m ake an assignm ent for th e benefit of creditors, cease to operate as a going bu siness, or becom e insolvent or seek protection from creditors. Upon th e occu rrence of a breach not cu red w ith in CCI’s 30-day w ritten notice, w e m ay elect to su spend or term inate any S ervices and/or th is Agreem ent on w ritten notice to you . If w e take action to collect am ou nts du e, or to address any oth er breach , w e w ill be entitled to reasonable attorneys’ fees and costs. You can term inate th is Agreem ent and/or a S ervice at any tim e on w ritten notice to u s, su bject to paym ent of all applicable cancellation or early term ination ch arges set forth in th e S ervice Order. W e w ill only be in breach of th is Agreem ent if w e fail to perform an obligation u nder th is Agreem ent and su ch failu re continu es for m ore th an 30 days after w ritten notice from you . Upon th e occu rrence of ou r breach , you m ay elect to term inate any S ervices and/or th is Agreem ent on w ritten notice to u s. 13.FOR CE M AJEU R E. W e are not responsible for perform ance if w e are delayed or h indered by any action, inaction or event th at is ou tside of ou r reasonable control (a Force Majeu re Event). Th is inclu des bu t is not lim ited to fire, flood, severe w eath er, any oth er Acts of God, acts of governm ent, civil u nrest, terrorist or sim ilar acts, any strike or labor stoppage, em bargo, w ar, cable cu ts, pow er ou tages or failu res, action or inaction by any th ird party, or any u navailability of necessary facilities, softw are, h ardw are or equ ipm ent. Notw ith standing anyth ing h erein to th e contrary, if th e Force Majeu re delay continu es for 30 days or m ore, eith er party m ay term inate th e affected S ervices u pon w ritten notice to th e oth er party, w ith ou t penalty or liability for early term ination. 14.INDEM NIFICATION. You h ereby agree to indem nify, defend and h old CCI and any CCI affiliate h arm less from and against any dam ages, costs, liabilities and attorneys' fees (and costs) w e m ay incu r from any claim arising from : (i) you r u se of th e S ervice, or th e u se of you r S ervice by oth ers, inclu ding w ith ou t lim itation, violation of th e copyrigh ts, tradem arks or oth er intellectu al property righ ts of oth ers, you r com bination of any S ervice w ith oth er produ cts or services not provided by u s, or any m odification of th e S ervice; (ii) you r breach of th e term s and conditions contained h erein or any oth er term s and conditions of u se applicable to th e S ervice; or (iii) you r negligence or w illfu l m iscondu ct. In su ch event, you agree to defend and control any su ch litigation, inclu ding th e paym ent of any settlem ent th ereof. You agree not to acqu iesce to any ju dgm ent or enter into any settlem ent th at adversely affects ou r righ ts or interests w ith ou t ou r prior w ritten consent, su ch consent to be exercised in ou r sole discretion. W e h ereby agree to give you prom pt notice of all claim s and to cooperate in defending against th e claim . You m ay not settle any claim u nder th is section w h ich inclu des an adm ission of crim inal liability or th e paym ent of a settlem ent am ou nt w ith ou t ou r prior w ritten consent, su ch consent to be exercised in ou r sole discretion. 15.ASSIGNM ENT AND TR ANSFER . You m ay not assign or transfer th is Agreem ent, any S ervice or any of you r righ ts or obligations u nder th is Agreem ent w ith ou t ou r prior w ritten consent Notw ith standing th is provision, you m ay assign or transfer th is Agreem ent and all S ervices to an entity th at is su ccessor to all or su bstantially all of you r assets or capital stock on w ritten notice to u s if th e su ccessor entity agrees in w riting to perform all term s and conditions applicable to th e S ervices and is reasonably capable of doing so. W e m ay assign th is Agreem ent in w h ole or in part at any tim e su bject to th e requ irem ents of applicable law . New cu stom ers are su bject to credit review . An assignm ent or transfer in violation of th is section w ill be void. Th is Agreem ent is binding u pon execu tion, and w ill inu re to th e benefit of each of th e parties and th eir respective su ccessors and perm itted assigns. 16.NOTICES. CCI m ay provide notice of ch ange of address via em ail or regu lar m ail to th e contact person set forth on th e signatu re page of th is agreem ent, or to any su bsequ ent contact person identified by you . All oth er legal notices to you w ill be sent to th e contact person and address set forth on v 20231130-CC Page 7 of 10 th e first page of th is Agreem ent. All oth er legal notices m u st be in w riting and w ill be m ailed by certified or registered m ail, postage prepaid, retu rn receipt requ ested and w ill be deem ed given on th e th ird (3rd) bu siness day after th e date of posting in a United S tates Post Office or one day after delivery to a nationally recognized overnigh t cou rier. All legal notices to u s m u st be sent to: Consolidated Com m u nications, Attn: Legal Departm ent, 35 0 S ou th Loop 336 W est, Conroe, Texas 77304. Except as oth erw ise agreed u pon by you and CCI, you can ch ange you r notice address on w ritten notice to CCI in accordance w ith th is section. 17.GOV ER NING LAW ; V ENU E; W AIV ER OF JU R Y TR IAL AND CER TAIN CLAIM S. Th is Agreem ent, its form ation, constru ction and interpretation w ill be governed by and constru ed in accordance w ith th e law s of th e S tate of New York, w ith ou t regard to its conflict of law provisions. Th e United Nations Convention on Contracts for th e International S ale of Goods w ill not apply to th is Agreem ent. For th e pu rpose of resolving any dispu te regarding th is Agreem ent, its form ation, constru ction and interpretation, to th e fu llest extent allow ed by law , th e parties agree to su bm it to ju risdiction and to bring su ch action in a U.S . District Cou rt, or absent federal cou rt ju risdiction, in a state cou rt of com petent ju risdiction, w h ere th e original party defendant is dom iciled. THE PARTIES KNOW INGLY, VOLUNTARILY AND INTENTIONALLY W AIVE THEIR RIGHT TO A JURY TRIAL AND ANY RIGHT TO PURS UE ANY CLAIM RELATED TO THIS AGREEMENT ON A CLAS S OR CONS OLIDATED B AS IS OR IN A REPRES ENTATIVE CAPACITY, TO THE EXTENT PERMITTED B Y LAW . 18.M ISCELLANEOU S. Th e person signing th is Agreem ent for you represents and w arrants th at h e/sh e is au th orized to execu te th is Agreem ent. For certain S ervice ch anges, a person au th orized on you r accou nt m ay requ est th e ch ange via an em ail to you r accou nt representative or a CCI cu stom er service representative. Oth erw ise th e term s and conditions of th is Agreem ent can only be am ended by a w riting signed by both parties. Th e failu re of eith er party to insist on strict perform ance of any provision of th is Agreem ent is not a general w aiver of th at provision or of any fu tu re perform ance. If any part of th is Agreem ent is fou nd to be invalid or u nenforceable, th e rest of th e Agreem ent rem ains enforceable. Th is Agreem ent constitu tes th e entire agreem ent of th e parties. Each party h ereto is an independent contractor u nder th is Agreem ent, and no license, joint ventu re or partnersh ip, express or im plied, is granted, created or intended. Neith er party h as th e au th ority to bind th e oth er party, or act for th e oth er party, in any m anner or capacity. In th e event of any inconsistency betw een th ese General Term s and Conditions and th e term s or conditions contained in th e B u siness S ervices Agreem ent or any Addendu m , th e term s of th e B u siness S ervices Agreem ent or applicable Addendu m w ill govern and control w ith respect to th e applicable S ervice. 19.CONSENT TO SHAR E INFOR M ATION. You give u s you r consent to: (i) sh are inform ation w ith ou r affiliates and oth ers w h ere sh aring can assist in initiating, providing, billing and collecting for S ervices, establish ing and m anaging billing records, responding to S ervice issu es and resolving paym ent qu estions; and (ii) provide inform ation on oth er CCI services. v 20231130-CC Page 8 of 10 ATTACHM ENT 1 Insert any applicable S ervice Addenda (th ere m ay be none) DEDICATED INTER NET SER V ICES ADDENDU M 1. INTER CONNECTION SPECIFICATIONS. Dedicated Internet service w ill be delivered u sing Am erican National S tandards Institu te (“ANSI”) specifications. Th e signal ch aracteristics and su pported MAC Layers at th e Netw ork Interface (“NI”) w ill be as specified in th e ANS I standards. Th e ph ysical NI w ill be dependent on th e ph ysical data rate contracted. 2. PER FOR M ANCE STANDAR DS. Dedicated Internet service standards apply on a one-w ay basis betw een th e Dedicated Internet S ervice edge rou ter at th e point of dem arcation (“DEM AR C”) and CCI’s ingress/egress Internet u plinks. W h en a th ird-party provider is u sed to extend th e CCI netw ork, standards apply only to th e CCI netw ork h andoff (Netw ork to NI) to th e th ird party. Dedicated Internet service standards exclu de nonperform ance du e to force m ajeu re or planned interru ptions for necessary m aintenance pu rposes. Th e actu al end-to-end availability and perform ance of Dedicated Internet service m ay be affected by th e cu stom er-provided equ ipm ent, dependent u pon th e type and qu ality of cu stom er-provided equ ipm ent u sed. 3. AV AILABILITY OBJECTIV E. Availability is a percentage of total tim e th at service is operative w h en m easu red over a 30-consecu tive-day (720-h ou r) period. Th e end-to-end availability standards for Dedicated Internet service are: CCI M AR KET SPECIFICATION AV AILABILITY CCI Legacy Markets Access – W ith Redu ndant CPE*99.995 % CCI Legacy Markets Access – W ith Non Redu ndant CPE 99.95 % CCI NNE Markets**Access – W ith Redu ndant CPE 99.995 % CCI NNE Markets Access – W ith Non Redu ndant CPE 99.95 % *Redu ndant CPE consists of tw o (2) NIs on tw o (2) different CPE devices and tw o (2) different u plink fiber pairs at each of you r sites term inating in tw o (2) core nodes in tw o (2) different CCI offices (du al h om ed). **CCI NNE Markets inclu de Maine, New Ham psh ire and Verm ont. 4. INOPER ABILITY. Dedicated Internet service is considered inoperative w h en th ere h as been a loss of signal. 5. R EPAIR AND SCHEDU LED M AINTENANCE. Repair efforts w ill be u ndertaken u pon notification of trou ble by internal netw ork su rveillance and perform ance system s or by notification of trou ble and release of Dedicated Internet service by you for testing. You w ill be notified a m inim u m of five (5 ) bu siness days in advance of any sch edu led m aintenance. S ch edu led m aintenance w ill be perform ed in a m anner th at m inim izes any system interru ption. Perform ance and availability standards w ill not apply du ring sch edu led m aintenance periods. 6. SLA SER V ICE CR EDIT PR OCESS. S LA credits w ill be granted for Dedicated Internet service if CCI fails to m eet service param eters as previou sly defined u nder Availability, su bject to th e follow ing term s and conditions. CCI reserves th e righ t to ch ange, am end or revise th is policy at any tim e. For th e S LA credit process, please refer to th e term s and conditions on you r contract. CONFIGU R ATIONACTU AL SER V ICE AV AILABILITY R edu n dan t No n -R edu n dan t Ty p e 2 EX AM PLE FOR 30-DAY M ONTH 100% -99.999%0%0%0%Less th an 40 sec 99.999% -99.95 %5 %0%0%40 sec u p to 24m in 99.95 % -99.5 %10%10%0%24 m in u p to 4 h rs 99.5 % -98.9%25 %25 %0%4 h rs u p to 8 h rs 98.9% -98.2%40%40%0%8 h rs u p to 12 h rs <98.2%5 0%5 0%0%Greater th an 12 h rs Dedicated Internet S ervices Addendu m , v20211123 v 20231130-CC Page 9 of 10 DDOS M ITIGATION SER V ICES ADDENDU M 1. DESCR IPTION OF DDOS M ITIGATION SER V ICES. CCI w ill provide Distribu ted Denial-of-S ervice ("DDo S") m itigation services ("DDo S M itig atio n Serv ices ") to you as set forth on you r order for DDoS Mitigation S ervices u nder th e Agreem ent or a separate service order for DDoS Mitigation S ervices (a “Serv ice Order”). Each S ervice Order w ill identify th e scope of th e DDoS Mitigation S ervices and/or equ ipm ent th at is th e su bject of su ch S ervice Order. Th e DDoS Mitigation S ervices provide attack detection, m itigation and m anagem ent to h elp you to identify and m itigate DDoS attacks on you r netw ork, and aids you in receiving legitim ate electronic traffic. Du ring a DDoS attack, th e DDoS Mitigation S ervices w ork by, am ong oth er th ings, diverting Internet traffic for attacked netw orks to a m itigating service. 2. PER FOR M ANCE STANDAR DS OF DDOS M ITIGATION SER V ICES. 2.1. Gen eral. CCI w ill activate th e DDoS Mitigation S ervices as soon as a DDoS attack as been identified by CCI. You w ill be notified w h en CCI h as begu n to m itigate a DDoS attack. You m ay experience data loss, latency and oth er delays du ring th e attack, and du ring th e tim e th at DDoS Mitigation S ervices are being deployed. CCI does not gu arantee com plete m itigation of a DDoS attack. 2.2. Tim e-to -M itig atio n Objectiv e. Mitigation resolu tion tim es m ay vary. CCI w ill notify you u pon com pletion of m itigation scru bbing. Certain cases m ay requ ire CCI to enact a Rem otely Triggered B lack Hole ("R TBH") to aid in clearing th e DDoS attack, w h ich w ou ld resu lt in a total loss of you r data service as th e RTB H is enacted. CCI w ill inform you prior to enacting th is RTB H m eth odology. 2.3. R ep air an d Sch edu led M ain ten an ce. Repair efforts w ill be u ndertaken u pon notification of trou ble by internal netw ork su rveillance and perform ance system s or by notification of trou ble and release of DDoS m itigation service by you for testing. You w ill be notified a m inim u m of five (5 ) bu siness days in advance of any sch edu led m aintenance. S ch edu led m aintenance w ill be perform ed in a m anner th at m inim izes any system interru ption. Perform ance and availability standards w ill not apply du ring sch edu led m aintenance periods. 3. LIM ITATIONS. CCI’s perform ance of th e DDoS Mitigation S ervices is dependent on you : (i) u ndertaking all cu stom er responsibilities contained in th e Agreem ent and (ii) tim ely cooperating w ith CCI w ith respect to any oth er cu stom er requ irem ents specified by CCI for operation of DDoS Mitigation S ervices. DDoS Mitigation S ervices are intended to im prove you r ability to m itigate a DDoS attack, bu t you r u se of DDoS Mitigation S ervices does not gu arantee: (i) th e secu rity of you r data, inform ation or netw ork; or (ii) th at any DDoS attack w ill be com pletely m itigated. CCI DIS CLAIMS ANY AND ALL REPRES ENTATIONS OF W ARRANTIES , EXPRES S OR IMPLIED, IN FACT OR B Y LAW , S TATUTORY OR OTHERW IS E, INCLUDING W ITHOUT LIMITATION W ARRANTIES OF MERCHANTAB ILITY, FITNES S FOR A PARTICULAR US E, AND THAT DDOS MITIGATION S ERVICES W ILL B E UNINTERRUPTED OR ERROR FREE, OR THAT YOUR NETW ORK S ERVICES W ILL B E UNINTERRUPTED OR ERROR FREE W ITH US E OF DDOS MITIGATION S ERVICES . CCI w ill provision DDoS Mitigation S ervices according to th e standards set forth in th e applicable Agreem ent. In th e event of any breach of you r data or inform ation, du e to any cau se, CCI’s liability (and lim itations th ereof) for su ch breach , and any failu re of DDoS Mitigation S ervices, is as forth in th e applicable Agreem ent. DDoS Mitigation S ervices Addendu m , v20211123 v 20231130-CC Page 10 of 10 THIS PAGE INTENTIONALLY LEFT B LANK