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HomeMy WebLinkAboutIntegra Telephone Contract Nov 2009 i i�eg TFiFCOA/ CONTRACT DOCUMENT CITY OF OAK PARK HEIGHTS The following attachments make -up the contractual agreement between the Citv of Oak Park Heights ( "Customer ") and Integra Telecom of Minnesota, Inc., a(n) Integra corporation ( "Integra ") and is executed this 25th day of November 2009. 1. Exhibit A — Pricing 2. Integra Services Agreement 3. Integra Letter of Authorization 4. Master Services Agreement 5. Master Services Agreement Addendum 6. Integra Policy & Procedures IN WITNESS / V�tHEREOF, the parties have affixed their hands the day and date set forth above. Custo of Oak Park Heights Integra Telecom of Minnesota, Inc. By: _ �, By: ' j 4A(1_1/ / v Printe Name: E2C-J66iKs Printed Name: ,� e § .1�" � �►�.:' Tit C tty 5T2pTR__ Title: A Proposal of Services Prepared Exclusively For: ( inirq g ra � Par "'g"ts Tree City USA T E L E C O M Date Prepared: 11/25/09 Prepared By: Ron Shelby Direct: 763.745.8646 6160 Golden Hills Drive Fax : 763.745.8746 Golden Valley, MN 55416 Monthly Charges with Integra Telecom Local Services Nexus T -1 Loop (3 Year Term) 1 $50.00 Waived Analoq Dedicated Voice Channels 14 $10.99 $ 153.86 Bundle Discount 1 - $10.00 $ (10.00) Feature Package 1 $0.00 $ 1.00 Caller Id Name & Number Included Hunting, Call Forward Variable, etc Included Voice Services (Analog) Basic Business Line 4 $29.99 $ 119.96 Block 411, 800 & Long Distance 3 $0.00 $ - Internet Services $ - Dedicated Internet Bandwidth (640 Kbps) 1 $155.00 $ 155.00 Static IP Address 1 $0.00 $ - Equipment 1 $0.00 $ - Long Distance Services Outbound /Inbound Inter / Intra State Minutes 113.0 $0.000 $ - Interstate (outbound /inbound) Rates 96.6 $0.025 $ 2.42 Intrastate (outbound /inbound) Rates 16.4 $0.040 $ 0.66 Directory Listings Main Listing 1 $0.00 $ - Surcharges/Taxes $ - IAC /ICF - PRI T1 1 $40.25 $ 40.25 IAC /ICF - Analog 4 $8.30 $ 33.20 Network Access Assessment (NAA) 6.9% $ 29.18 Est. Other Taxes & Surcharges 1 -6 -8% $ 38.06 $ 563.58 d T'''. tion F ee Wa Integrated T -1 `"60Gold°`°'° °'"""°'°"`� 6160 Golden Hills Drrve Services Agreement Golden Valley, MN 55416 Phone f g e ra F ax 763- 745 -g25g 00 ToIIFree 877- 280.4991 OM www.intecrateleoorn Customer Name City of Oak Park Heights Service Address 14168 N Oak Park Blvd Order Date 11/25/2009 Service(s) Term 36 Months Oak Park Heights MN 55082 Account Executive Ron Shelby Main Telephone No. (651) 4394439 2 New A—nt Promotion Code ICC Account Number ❑ Add to EnSOng Account Promotion Code Contact Name & No. Mary Bmnckhorst ICB # Select Local T -1 Circuit (EEL) $ 50.00 $ 250.00 1 Waived Waived Promo Discount $ (10.00) 1 $ (10.00) Analog Voice Trunks $ 10.99 14 $ 153.86 $ Feature Package (Caller id, Hunting, etc) $ 1.00 1 $ 1.00 $ �$ 0.15 $ $ - $ Internet Access (64 Kbps per Channel) $ 155.00 $ 1 $ 155.00 $ IP Addresses Single IP $ - $ 1 $ _ $ Business Lines Initial Install $ 29.99 $ 45.00 4 $ 119.96 Waived Feature & Feature Packages $ - $ _ $ _ $ Voice Messaging Long Form $ $ $ $ Voice Messaging Select $ $ $ $ Directory Listin s $ $ $ $ I, $ 419.82 $ On -Net Domestic Inbound /Outbound 1+ (interstate) $0.025 Basic $.025 $ On -Net Domestic Inbound /Outbound 1+ (intrastate) $0.040 Basic $.04 I $ On -Net International 1+ I Inteqra Connect Plan D III I I'Illgi 'i!' i 1 )'il " to I® '', $ $ +�+ $ Offnet Domestic Inbound /Outbound Interstate /Intrastate I $0.070 Integra Connect $.07 $ Offnet International 1+ $ SOMME $ $ Company Name pCity f N Oak Park Heights No additional directory listing requested Telephone Number to List 1 (651) 439 -4439 (initial) Address 114168 N Oak Park Blvd City,State,Zip 10ak Park Heights IMN I55082 i Listinq Type: ❑ ❑ Pe klenbal 0 Publis El El Noh+,61,ned Non-Listed OMIT Address Choose Directory Select Notes: p11�'I� p ° $ 419.82 VAill � .... WM bet as s Monlilill .0" T *X Ow firms.... ail CWJ MY _ VW Lem #t I elf t1 &I** A Quaft Customer represents and warrants the above information is true and correct and understands that its name, address and phone number, as set forth above, will be delivered to the appropriate directory publishers and directory assistance databases. Customer will advise Integra immediately of any changes in the above information. Customer assumes full responsibility concerning the right to use any name as a directory listing and agrees to hold Integra free and harmless of and from any claims, loss, damage, or liability that may result from the use of such listing Integra will take all reasonable steps to ensure that the above information appears in the next directory to be published, however, Integra does not warrant that the listing will be error -free. Integra's liability for errors or omissions in Customer directory listings shall be limited to the charge for that listing, if any, during the effective life of the directory containing the error or omission. This Agreement including Integra's Master Service Agreement, any schedules or attachments hereto, and I a Telecom's policies and procedures located at www.integratelecom.com, incorporated by reference herein, constitute a binding commitment between Integra Telecom and C to ffective upon execution of this Service Agreement, and supercede all prior or contemporaneous agreements, understandings or representations relating to the subject matter ai em. Customer acknowledges that Customer has received, read, and understands this Agreement and the Master Service Agreement, and agrees to be bound by of nd conditions of the foregoing documents and policies. Early Termination fees may apply as set forth in Section rl�5- of the Integra Master Service Agreement. - Q ,�/► Customer Acceptance PnA NTIO / AWmzeO e°ndlun Oele Integra Telecom Acceptance John Philips sgosure ore 1 Estimated Total Charges are based on Customer information described herein. Actual To Charges are subject to final Customer acceptance of Services activated. Monthly charges for long distance are estimated based on customer's per minute charges. Surcharge Rates On average, your invoice may include approximately 10 to 15 percent in government- mandated Voice / Integrated T1 s per T1 surcharges, taxes and fees. In addition, Integra will impose the following Company surcharges to support IAC per Ti $25.25 its provision of service: a Network Access Assessment (NAA) applied as a percentage of revenue to ICF per T1 $15.00 certain services; and an Interconnection Fee (ICF) and an Interstate Access Charge (IAC) applied to I Market Expansion Lines (MEL) per MEL voice services according to product. For a full description of these surcharges, taxes, and fees, visit ICF per MEL $1.25 www.integratelecom.com I NAA 4.95% Integra Tebeom of Minnesota, Inc. Letter of Authorization 6160 Golden Hills Drive e Golden Valley, MN 55416 l nte gra Phone 763 - 745 8000 Toll Free 877 - 280 -4997 TELECOM Fax 763- 745 -8268 www.inte(iratelecom.com Customer Name: City of Oak Park Heights Address: 14168 N Oak Park Blvd Number Street please specify suite, room arid/of building Oak Park Heights MN 55082 City State Zip This letter authorizes Integra Telecom to act as our communications representative and /or agent and represent the above - mentioned customer to obtain information and /or copies of all of our network services. We also authorize Integra Telecom to Issue orders for disconnection, reconnection, reconfiguration and installation of services authorized below: ❑ Inbound 800/888/877 Service ❑� Outbound Intrastate Long Distance Service ❑' Outbound Interstate Long Distance Service Q Local Service AUTHORITY TO RELEASE CUSTOMER SERVICE RECORDS AUTHORITY TO RELEASE CUSTOMER PROPRIETARY NETWORK INFORMATION (CPNI) Provider /s: P_ aster is/are hereby authorized to release pertinent information to Integra Telecom and for following Integra Telecom's instructions with respect to any changes to The undersigned hereby designates (Agent) as its or maintenance of the undersigned's telecommunications service(s). You are requested authorized telecommunications representative(s) and agent to act on its behalf in to release to Integra Telecom any customer proprietary network information concerning the procurement and maintenance of its network telecommunication services. the undersigned's services as may be required by Integra Telecom in connection with its Integra Telecom is hereby authorized and requested to provide all information furnishing of services to the undersigned. You may deal directly with Integra Telecom requested by Agent as it pertains to call detail records, contracts, configuration and on all matters pertaining to our telecommunications service(s) and you should follow service information. This authorization will remain in effect until modified or Integra Telecom's instructions with respect thereto. This authorization will remain in rescinded in writing by the undersigned. effect until modified or rescinded in writing by the undersigned. CHANGE IN LOCAL SERVICE PROVIDER This letter authorizes Integra Telecom to act as our agent for purposes of ordering changes in and/or maintenance on our telecommunications and related services. This authorization Includes, without limitation, the removal, installation, addition to, or rearrangement of our local access services, as well as equipment Interconnected to our telecommunications service (s). Provider Paetec TN's Converting to Integra (651) 439 -4439 (651) 439 -4451 (651) 351 - 5031 (651) 439 -4724 (651) 439 -0574 (651) 275 -9590 (651) 439 -0461 (651) 439 -9380 (651) 689 -0451 (651) 351 -1661 (651) 439 -1743 (651) 430 -1159 (651) 439 -4517 (651) 351 -1864 (651) 439 -3639 (651) 351 -9394 (651) 351 -5004 (651) 439 -4723 CHANGES IN PRIMARY LONG DISTANCE CARRIERS This letter authorizes Integra Telecom consistent with the above general authorization and FCC requirements, to act as our agent to change our primary interexchange farrier from our current service provider for each of the telephone numbers listed on the service agreement and any supplement to this authorization. (We understand that only one interexchange carrier may be designated as our Interstate primary interexchange carrier for any one telephone number, and we further understand that any primary interexchange carrier change made on our behalf may Involve the imposition of a charge by local exchange carrier that we are responsible for paying.) If any jurisdiction allows for the selection of additional primary exchange carriers (e.g. for local, Intrastate, or International calling), then Integra Telecom is hereby authorized to change our primary carrier for those services from our Current service provider for each of the telephone numbers listed on the service agreement or any supplement to this authorization. Provider Paetec TN's to be PIC'd to Integra (651) 439 -4439 (651) 439 -4451 (651) 351 -5031 (651) 439 -4724 (651) 439 -0574 (651) 275 -9590 (651) 439 -0461 (651) 439 -9380 (651) 689 -0451 (651) 351 -1661 (651) 439 -1743 (651) 430 -1159 (651) 439 -4517 (651) 351 -1864 (651) 439 -3639 (651) 351 -9394 (651) 351 -5004 (651) 439 -4723 Toll Free Numbers: Customer Name as it appears on Toll Free bill/SMS 800 Toll Free Number Rings into 800 Serving Area Restrictions r (This letter o authdrizes Integra to use the RespOrg ID of IMT02 or effective on a.m. or p.m.) This authorization shall ma In effect until canceled via written authorization by the above - listed company. This Letter of Authorization rescinds all other Letters of Authorizatfo usly entered Into by the above - listed company. This letter also authorizes the use of a to lie co tppe�Bd as a valid and lw� binding authorization. (�� (Ov / / 'Customer Authorized Representative (Print name) f / ( Date Signature SSe or Tan IDa Title INTEGRA TELECOM MASTER SERVICE AGREEMENT Integra Telecom, Inc., by and through it subsidiaries, including Electric Lightwave, LLC and Eschelon Telecom, Inc. (hereinafter "INTEGRA ") and Customer, hereby agree to the following terns and conditions for INTEGRA services to Customer. I EFFECTIVE DATE, SERVICES, AND SERVICES TERM. This Master Service Agreement, along with the order for service ( "Service Agreement(s)"), any attachments, the policies and procedures found on INTEGRA's website: www.integratelecom.com, and any filed tariffs, price lists or schedules, comprise the entire agreement between the parties ( "Agreement ") for the communication services described herein. This Agreement supersedes any and all prior discussions, representations, memoranda, or agreements; oral or written, between the parties related hereto. INTEGRA reserves the right, in its sole reasonable discretion, to reject any service agreement. This Agreement is fully binding and enforceable as of the date the Service Agreement(s) is signed by both parties ( "Effective Date "). INTEGRA agrees to provide to Customer (subject to availability and adequacy of underlying service) and Customer agrees to procure from INTEGRA the communication services as described herein, at the locations set forth, ( "Services ") for the number of months set forth ( "Services Term "), all as detailed on the Service Agreement(s) incorporated as part of this Agreement. The Services Term commences upon installation of the Services by INTEGRA ( "Installation Date "). Installation of services occurs at the delivery of operating circuits to the demarcation terminal at the Customer's premise ( "Installation of Service "). INTEGRA will use reasonable efforts to install the services on the date agreed upon by the parties. INTEGRA does not guarantee that Services will be installed and provisioned on Customer's desired due date. Subject to the early termination provisions set forth herein, at the end of the Services Term, this Agreement will automatically continue on a month to month basis ( "Renewal Services Tern") until terminated by either party with at least (30) days advance written notice to the other party. Unless otherwise provided by law, Customer shall, upon providing INTEGRA notice of termination of Services, be responsible for payment from the Service End Date (date of disconnection) to the end of the 30 day notice period. In the event of early termination, the early termination fee shall be calculated from the end of the 30 day notice period until the expiration date of the Service Agreement term. 2. RATES, CHARGES, BILLING AND PAYMENT. Rates and charges are described in this Agreement. INTEGRA will notify Customer when Customers circuit has been delivered and Installation of Service has thus occurred. Upon delivery of the circuit, Customer agrees to convert its telecommunications services and commit to a specific conversion date. Customer further agrees that billing will commence with INTEGRA's first regular billing cycle after Installation of Service regardless of the Customers actual conversion date. Monthly recurring charges ( "MRC ") will be billed in advance each month. Non - recurring charges ( "NRC ") will be billed on the first invoice after the Installation Date, or if the NRC are incurred after the Installation Date, or are usage based, such charges will be billed on the next invoice thereafter. Customer is responsible for payment of all originating and terminating calls to Customer's number(s). Payments are due on the Payment Due By date set forth on the INTEGRA invoice. Customer must provide payment in full on Payment Due By date. If Customer believes it has been billed in error or otherwise disputes a charge, Customer must notify INTEGRA within 90 days of the date of the invoice containing the disputed charge. INTEGRA will promptly investigate and notify Customer of the results of its investigation. Customer's notice must specifically detail the dispute and provide supporting documentation for the amount in dispute. INTEGRA will investigate all disputes and if appropriate, credit Customer's account or notify Customer of denial of the dispute. INTEGRA may assess a late fee of 1.5% per month (not to exceed the maximum rate allowed under state law) on any undisputed balances not paid when due or any disputed balances later found to be correct. Late fees may be assessed, as of the original Due By Date, against any disputed amount denied by INTEGRA. INTEGRA has the option to suspend Services and/or to pursue any and all other legal remedies until payment is made. Termination of Services may follow. Customer will pay any and all costs incurred in collection of rates and charges due and payable, including reasonable attorney's fees and all collection agency costs, whether or not a suit is instituted. All payments hereunder will be in U.S. currency. Customer hereby authorizes INFEGRA to conduct a credit search and agrees to provide INTEGRA with information regarding payment history for communications services, number of years in business, financial statement analysis and commercial credit bureau rating. This Agreement is subject to credit approval. INTEGRA may require Customer to tender a deposit up to the maximum permitted by law to guarantee payment hereunder. Such deposit may have, as an additional component, deposit for any INTEGRA- provided Customer Premise Equipment. When Customer establishes acceptable credit history or upon termination of this Agreement, INTEGRA will return the balance of the deposit, if any, to Customer along with interest as required by law. INTEGRA shall not be liable for any third party charges arising from or related to the termination of any previous agreement for telecommunications services or the failure of Customer to terminate any previous agreement for telecommunications services. If any property owner, under which Customer is a tenant, assess a fee against INTEGRA in order to, or as a result of, the provisioning of any Services to Customer, INTEGRA may pass through such charges to Customer. 3. CHANGES IN RATES, TERMS AND CONDITIONS. INTEGRA may change its rates, terms and/or conditions (including policies and procedures found at www.integratelecom.com) upon 30 days notice to Customer. Use of INTEGRA services after the thirty (30) day notice period shall be deemed consent to the changed rates, terms and conditions. 4. FRAUD, TELEPHONE NUMBERS AND DIRECTORY LISTINGS. Customer is responsible for payment of any charges incurred due to fraud, abuse, or misuse of the Services, whether known or unknown, to Customer. It is the Customer's obligation to take all measures to ensure against such occurrences. INTEGRA shall take all reasonable measures to provide Customer with continuation of existing telephone numbers. However, if Customer is changing location at the time of conversion or taking service for the first time at a location, INTEGRA makes no warranties regarding assignment of particular telephone numbers to Customer. INTEGRA shall not be liable to Customer for any change in telephone numbers due to actions of any vendor or supplier of services to INTEGRA. Customer's reliance upon and/or use of any Service numbering information prior to installation and acceptance of Service is at the Customer's sole risk. INTEGRA shall not be liable for any inaccurate or dropped listings of any publisher /directory database INTEGRA shall not be liable for any errors or omissions, whether arising through negligence or otherwise, in the information famished to a publisher or to a directory database(s). Additional costs may be assessed for publisher /directory database listing charges. 5. TAXES, SURCHARGES AND ASSESSMENTS. Customer is responsible for payment of any and all federal, state and local taxes, or surcharges (excluding INTEGRA income taxes). INTEGRA will collect all such taxes, charges, and surcharges unless Customer provides INTEGRA with proof of exemption. Customer will indemnify INTEGRA for any and all costs, claims, taxes, charges, and surcharges levied against INTEGRA relative to such exempt status. Surcharges and assessments, which are not required by regulatory agencies, but which INTEGRA is permitted to charge to recover expenses, may be applied. All such charges will be set forth on a detailed invoice. 6. TARIFF APPLICATION. In the event of any conflict between any provision of this Agreement and any provision of the tariff or price list, the provision of such tariff or price list will control. 7. COMPLIANCE WITH LAW. This Agreement is subject to all applicable federal, state, and local laws, regulations, rulings, orders and other actions of governmental agencies ( "Rules "), and the obtaining and continuance of any required approvals, authorizations, or tariffs or price lists filed with the FCC or any other governmental agency. INTEGRA will use good faith reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any such Rule adversely affects the Services or requires INTEGRA to provide Services other than in accordance with the terms of this Agreement, either party may, without liability to the other party, terminate the affected Services upon 30 days prior written notice to the other party. In performing their obligations under this Agreement, the parties will comply with all applicable Rules, specifically including, but not limited to, the Rules governing 911 /E -911 and any other emergency services. Subject to INTEGRA's 911/E -911, and unless otherwise specifically agreed, (a) INTEGRA will provide Customer with the network connection for each circuit, billing telephone number (BTN) or trunk group that comprise the Services, and (b) INTEGRA will provide the appropriate Public Safety Answering Point (PSAP) with the automatic location identification (ALI), including the same emergency response location, for all BTNs of the circuit or trunk group regardless of the number of lines, trunks, or unique telephone numbers on that circuit or trunk group. Customer will be responsible for providing all other 911 /E -911 services as required by the Rules, including, but not limited to agreements with, and network or other connection to, the local PSAPs. Customer will maintain the necessary databases and update and transfer the ALI to the appropriate PSAPs. INTEGRA is not responsible for and will not make any changes or submit updates to 911 /E -911 databases for any services other than the one emergency response location as set forth above. Customer agrees to fully indemnify, defend, and hold hamdess INTEGRA, its officers, directors, parent, and affiliated companies, employees, agents and subcontractors from all liabilities, claims, fees, expenses, costs or damages of any kind arising out of personal injury or death or damage to property related to Customer's failure to meet any 911/E91I requirements or agreements. 8. SERVICES, MAINTENANCE AND UPGRADE OF FACILITIES. Services will meet industry standards. INTEGRA will maintain its facilities and equipment used to provide the Services as set forth in its policies and procedures, at no additional charge to Customer, except where work or service calls result from failure or malfunction in, or improper operation of, Customer's facilities and/or equipment. In such event, Customer will reimburse INTEGRA for the cost of the required maintenance at INTEGRA's standard time and material rate plus any taxes imposed upon INTEGRA related to such maintenance. INTEGRA reserves the right to suspend Service for scheduled maintenance or planned enhancements or upgrades or emergencies repairs to INTEGRA's network without notice to Customer. INTEGRA equipment will remain the sole and exclusive property of INTEGRA or INTEGRA's assignee. Customer will not tamper with, remove or conceal any INTEGRA identifying plates, tags or labels. Customer will indemnify, hold harmless and defend INTEGRA against any liens placed on INTEGRA equipment due to Customer's action or inaction. Any lien will be discharged by Customer within then (10) days of notice of filing. Failure to discharge any such lien is a material breach of this Agreement, and may result in immediate termination. Customer will provide equipment compatible with the Services and INTEGRA's network and facilities. Customer will bear the costs of any additional apparatus reasonably required to be installed because of the use of INTEGRA's network or facilities. Upon termination of the Service, Customer grants INTEGRA the right to recover INTEGRA provided equipment from customer's premises upon the termination of this agreement. In the event Customer fails to return the equipment, INTEGRA may invoice Customer for the then fair market value of such equipment. INTEGRA reserves the right to substitute, change or rearrange any equipment used in delivering Services that does not affect the quality, cost or type of Services. INTEGRA will manage its network in INTEGRA's sole discretion. Customer will provide all reasonable information, authorizations, and access required by INTEGRA for the purpose of installing Services, performing routine network grooming, maintenance, upgrades, and addressing emergencies. 9. SERVICE INTERUPTION CREDITS. Credits are subject to the limitation of liability set forth in Section 10, and shall only be given for disruption of Services in accordance with this Section. Upon request, Customer shall be entitled to a Credit for any disruption that exceeds twenty-four (24) hours and for which INTEGRA is the sole cause of such disruption and such disruption is not the result of (i) scheduled maintenance that occurs between the hours of eleven pm and six am; (ii) planned enhancements, or (iii) upgrades. Such credit shall be based upon the ratio of the duration of the service interruption (measured from the time the interruption is reported to or detected by Company, whichever occurs first) to the total time in a 30 day month. That ratio, multiplied by the monthly rate for the service affected shall determine the amount of the credit allowance. No Credit shall be owing for any disruption resulting from a Force Majeure event. 10. DISCLAIMER/LIMITED WARRANTY. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, INTEGRA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INTEGRA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR -FREE. 11. LIMITED LIABILITY. INTEGRA'S LIABILITY AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES AND /OR THIS AGREEMENT, WILL BE SOLELY LIMITED TO AN AMOUNT NO GREATER THAN THE AMOUNTS PAID BY CUSTOMER TO INTEGRA DURING THE MONTH OF THE OCCURANCE OF ANY CLAIM. IN NO EVENT WILL INTEGRA BE LIABLE TO THE CUSTOMER FOR LOSS OF USE, INCOME OR PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS OR HARM TO BUSINESS OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, REGARDLESS OF THE FORSEE ABILITY THEREOF. 12. CUSTOMER WARRANTIES. (a) The Customer represents and warrants that it is an entity, duly organized, validly existing and in good standing under the laws of its origin, with all requisite power to enter into and perform its obligations under this Agreement in accordance with its terms; (b) Customer represents and warrants that neither its equipment nor facilities will pose a hazard to INTEGRA's Equipment or facilities or create a hazard to INTEGRA's personnel or customers or the public in general; (c) Customer represents and warrants that its use of the Service will comply and conform with all applicable federal, state and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over the subject matter of this Agreement and it will be responsible for applying for, obtaining and maintaining all registrations and certifications which may be required by such authorities; (d) Customer represents and warrants that it will not resell all or a portion of the Service(s) provided by INTEGRA under this Agreement. Customer will indemnify and hold INTEGRA harmless from any and all loss, liability, claim, demand and expense (including reasonable attorneys' fees) related to Customer's violation of this Section. 13. CONFIDENTIAL INFORMATION. Customer proprietary network information shall only be disclosed in accordance with INTEGRA's policies and procedures. In addition to the foregoing, the parties may have access to certain information, the ownership and confidential status of which is highly important to the other party and is treated or designated by one of the parties as confidential (herein referred to as "Confidential Information "). Neither party will disclose the other party's Confidential Information, directly or indirectly under any circumstances, to any third person without the express written consent of the other party, and neither party will copy, transmit, reproduce, summarize, quote, or make commercial or other use whatsoever of the other party's Confidential Information, except as may be necessary to perform its duties hereunder or as required by the Rules. Each party will exercise the highest degree of care in safeguarding the other party's Confidential Information against loss, theft, or other inadvertent disclosure and take all steps necessary to maintain such confidentiality. 14. INDEMNIFICATION. Customer will indemnify, hold hardess, and defend INTEGRA, its officers, directors, parent and/or affiliated companies, employees, agents and subcontractors from liabilities, claims or damages and expenses whatsoever (including reasonable attorney's fees) arising out of or in connection with Customer's use and/or Customer's end -users or third parties resale or sharing of the Services. Customer's indemnification obligations do not apply to claims for damages to real or tangible personal property or for bodily injury or death which is solely caused by INTEGRA due to INTEGRA's gross negligence or willful misconduct. 15. DEFAULT/TERMINATION. Customer's use of the Services provided herein and any equipment associated therewith will not: (a) interfere with or impair service over INTEGRA's network; (b) impair privacy of any communications over such network; (c) cause damage of any nature to INTEGRA's assets or customers; (d) be used to frighten, abuse, torment or harass, or create hazards to INTEGRA or its network; or (e) violate the provisions of any of INTEGRA's policies and procedures, including INTEGRA's 911 /E -911 Policy. INTEGRA may immediately suspend or terminate, without liability, the Services for any violation of these provisions. INTEGRA reserves the right to revise the terms and provisions of all of its policies and procedures as it deems appropriate and this Agreement is subject to all revisions. Except as set forth above, if either party violates any provision of this Agreement the non - defaulting party may send the defaulting party written notice detailing the default. The defaulting party will have: (a) 10 days from the date of the written notice to cure a payment default, or (b) 30 days from the date of the written notice to cure a non - payment default. If the defaulting party fails to cure, the non - defaulting party may terminate this Agreement and any Services hereunder upon notice or pursue any and all other legal remedies. This Agreement also may be terminated by either party in accordance with the provisions of the then current tariff or price list. If Customer terminates this Agreement or all or any part of the Services at any time after the Effective Date, or if INTEGRA terminates this Agreement as a result of Customer's breach, INTEGRA may charge Customer an early termination fee equal to and including any or all of the following: 100% of the total MRC, surcharges and taxes for the Services Term then remaining, plus any unpaid activation, installation and/or special construction charges, and all other fees or costs, whether previously waived or not, less amounts already paid. Customer will not be liable for the early termination fees set forth above if INTEGRA breaches the Agreement or if Customer orders from INTEGRA services of equal or greater MRC than the Services terminated and the new services are approved by INTEGRA. Customer acknowledges that INTEGRA's damages for early terination would be difficult to determine and the termination charge(s) constitutes liquidated damages and are not intended as a penalty. All such amounts will become immediately due and payable by Customer to INTEGRA. 16. FORCE MAJEURE. In the event that either party's performance is delayed, prevented, or inhibited because of any Act of God, fire, casualty, delay or disruption in transportation, flood, war, strike, lockout, epidemic, destruction or shut -down of facilities, shortage or curtailment, riot, insurrection, governmental acts or directives, any full or partial failure of any communications or computer network or any cause beyond such party's reasonable control, the party's performance will be excused and the time for the performance will be extended for the period of delay or inability to perform resulting from such occurrence. The occurrence of such an event will not constitute grounds for a declaration of default by either party hereunder. 17. GENERAL. Any amendment must be in writing and signed by the parties hereto. Facsimile copies of this Agreement and any amendments or modification hereto, including facsimile signatures, will be accepted by the parties as originals. The failure of either party to insist upon the performance of any provision or to exercise any right granted hereunder, will not be construed as a waiver of such provision(s), and the same will continue in full force. If any provision hereof is held to be invalid, void, or unenforceable, the remainder of the provisions will nevertheless remain unimpaired and in effect. All notices under this Agreement will be in writing and will be made by personal delivery, overnight delivery, certified mail or by facsimile transmission with receipt verification. Notices will be sent to the addresses listed on the front this Agreement and in the case of a notice to INTEGRA, a copy to the Legal Department, 1201 NE Lloyd Blvd., Suite 500, Portland, OR 97232 FAX NO. 503-453- 8223. The various rights and remedies given to or reserved by either party herein or allowed by law, are cumulative, and no delay or omission to exercise any of its rights will be construed as a waiver of any default or acquiescence, not will any waiver of any breach or any provision be considered a condonement of any continuing or subsequent breach of the same provision. Customer may not assign its obligations hereunder without the prior written consent of INTEGRA, which will not be unreasonably withheld. This Agreement will be governed by and interpreted in accordance with the laws for the state where the Services are to be provided. Nothing in this Agreement is intended to, or shall be construed, as creating a partnership or any third -party beneficiaries. The provisions of 5, 6, 7, 9, 11, 12, 13 and 14, shall survive termination. rr zntt g .�i _cnv4 Master Services Agreement Addendum The Master Services Agreement dated November 2e 2009, between Integra Telecom of Minnesota, Inc. ( "Integra ") and City of Oak Park Heights ( "Customer ") is hereby amended to the extent specified herein. Notwithstanding anything in the Master Services Agreement to the contrary: 1. Section 1. EFFECTIVE DATE, SERVICES, AND SERVICES TERM is hereby changed to read the following: This Master Service Agreement, along with the order for service ( "Service Agreements) "), any attachments, the policies and procedures found as attached to the Contract document, and any filed tariffs, price lists or schedules, comprise the entire agreement between the parties ( "Agreement ") for the communication services described herein. 2. Section 2. RATES, CHARGES, BILLING AND PAYMENT is hereby changed to read the following: If any property owner, under which Customer is a tenant, assess a fee against INTEGRA in order to, or as a result of, the provisioning of any direct Services to Customer, INTEGRA may pass through such charges to Customer. 3. Section 3. CHANGES IN RATES, TERMS AND CONDITIONS is hereby changed to read the following: Integra will not increase your base rates and/or policy & procedures for the services contracted for In November 2009. Integra surcharges or some other rate elements may increase, if so Integra will reduce your base rates to negate the surcharge increase with in 60 days. If Integra fails to keep this commitment the customer can terminate the contract without penalty. 4. Section 8. SERVICES, MAINTENANCE AND UPGRADE OF FACILITIES is hereby changed to read the following: INTEGRA reserves the right to substitute, change or rearrange any Integra equipment used in delivering Services that does not affect the quality, cost or type of Services. 5. Section 15. DEFAULTITERMINATION is hereby changed to read the following: Integra will provide Customer with a 1 - Year no questions asked Guarantee. After Year 1, if two or more significant service interruptions occur in a month or 3 or more over a twelve month period, Customer is entitled to move its business, without any penalties, to a telecom provider of its choice. Significant being defined as any major outage effecting client for 2 hours or more. Except as specifically set forth herein, the terms and conditions of the Master Services Agreement and any Service Agreement remain unmodified and in full force and effect. IN WITNESS V HEREOF, the parties have affixed their hands the day and date set forth above. Custo r i ,/ of Oak Park Heights Integra Telecom of MN, Inc, B B Printe -'`Name: F- -NStX Printed Name: Titl fiw v Title:' (ii, TELECOM Integra Telecom Policy & & Procedures Privacy Policy In the course of doing business with Integra Telecom and its affiliated operating companies ( "Integra Telecom ") you may share personal, business, and financial information with us. We treat this information as confidential and recognize the importance of protecting access to it. You should note, however, that it is impossible to guarantee that such information is or will be completely safe from unauthorized access or use. You may provide information when communicating or transacting with us in writing, electronically, or by telephone. For instance, information may come from requests for forms or literature, contracts, and your transactions and account positions with us. On occasion, such information may come from outside agencies or communications providers, and others that provide services to us. In addition, Integra Telecom may collect information during visits to our websites, usually in the form of cookies, registration forms, and log files. We do not sell information about current or former customers to any unrelated third parties, and we do not disclose it to third parties unless necessary to process a transaction, service an account, to protect the security and integrity of this website and our services and network, to protect our rights and property and the rights and property of others, to respond to claims that submitted information violates the rights or interest of third parties, to take precautions against liability, to correct technical problems and malfunctions in how this website operates and in our systems and services, pursuant to a customer's specific direction, or as otherwise permitted or required by law or legal process. You should note that in connection with our data services, when you register a domain name, your address, e-mail and phone number are published in the public WHOIS database which is available for public viewing. In the event we, our parent or any of our affiliates or subsidiaries are acquired by another entity or merge with a third party, information you provide to us may be transferred to that entity or one or more of its affiliates. We will take steps to inform the any successor entity that it will be bound to respect the provisions of this Policy with regard to any Personal Information in its possession prior to the acquisition or merger. In the event of bankruptcy, both this policy and the provisions of applicable law will apply. Integra Telecom may use information you provide to inform you about additional services and products offered by the Integra Telecom family of companies and Integra Telecom authorized agents whose offerings might be of interest to you, unless you instruct otherwise, and in accordance with applicable laws and regulations. This web site may contain links to third party Web sites. While we try to link only to sites that share our standards and respect for privacy, we are not responsible for the content or the privacy practice of any third party Web sites. For this reason, we encourage you to review the privacy policies of these Web sites before disclosing any personal information to or through them. If you have any questions or concerns about this Privacy Policy or the privacy practices of Integra Telecom, please contact us by phone or by sending an e-mail request to nrivacv(&integratelecom.com Internet Acceptable Use Policy General information INTEGRA TELECOM, INC. is committed to providing high - quality Internet products and services for its customers. INTEGRA also is committed to being a responsible member of the Internet Community. Therefore, INTEGRA holds both itself and its customers to a higher standard of accountability as set forth in this Acceptable Use Policy. INTEGRA's Acceptable Use Policy specifies the actions prohibited by INTEGRA to users of the INTEGRA Network. INTEGRA reserves the right to modify this Policy at any time. If INTEGRA receives abuse complaints, INTEGRA will work diligently to resolve these complaints with our customers. However, if a customer does not abide by INTEGRA's Acceptable Use Policy or otherwise fails to cooperate adequately in the resolution of any complaint, INTEGRA may assess the customer a fee of $loo per abuse complaint and may immediately restrict or terminate the customer's services, at INTEGRA's sole discretion, in addition to any other remedy that may be available to INTEGRA- Illegal use The INTEGRA Internet Network may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law, policy, rule, or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, pornographic, defamatory, constitutes an illegal threat, or violates export control laws. INTEGRA has the right, in its sole discretion, to take such action as necessary, including but not limited to: blocking or suspension or termination of the customer's services, relative to any material that in INTEGRA's sole judgment violates this Policy. INTEGRA is not responsible nor will INTEGRA be liable for the removal of, failure or delay in removing any such material. System and network security Violations of system or network security are prohibited and may result in criminal and civil liability. INTEGRA will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following: • Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network. • Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network. • Interference with service to any user, host or network including, without limitation, mail- bombing, flooding, deliberate attempts to overload a system and broadcast attacks. • Forging of any TCP /IP packet header or any part of the header information in an email or a newsgroup posting. Email Sending or causing to be sent unsolicited electronic mail messages (spam), including, without limitation to commercial advertising and informational announcements is explicitly prohibited. INTEGRA customers may not alter the headers of outbound email messages to conceal an email address or to prevent recipients from responding to a message. Additionally, a valid reply -to address is required for all outbound email. A user shall not use Integra's mail server to deliver bulk email of loo or more recipients per mailing, or another site's mail server to relay mail without the express permission of the site. INTEGRA reserves the right to take any and all legal and technical action required to prevent mail relaying, and unsolicited email from entering, utilizing or remaining within the INTEGRA Network. A 4 'il_ � - customer running their own mail server may not relay through Integra's mail servers. If Integra receives complaints resulting from an open relay, the customer may be subject to network restrictions, deactivation and /or an assessed fee of $loo per complaint. POP (Post Office Protocol) mail clients should be configured to check for new mail at intervals no shorter than 5 minutes. A customer performing excessive checks for new mail may be blocked from accessing the POP mail server until proper customer configuration changes have been made. Distribution of Internet Viruses or Other Destructive Activities Distributing information regarding the creation of and sending Internet viruses, worms, Trojan Horses and other destructive activities such as cracking is expressly prohibited. Other Activities Engaging in activities, whether lawful or unlawful that INTEGRA determines to be harmful to its subscribers, operations, reputation, goodwill or customer relations is expressly prohibited. DISCLAIMER OF WARRANTIES AND LIABILITY YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH AN INTEGRA WEBSTTE OR NETWORK. ANY CONTENT OR INFORMATION ACCESSED BY OR PROVIDED TO YOU THROUGH AN INTEGRA NETWORK OR WEBSTTE IS PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." INTEGRA, ITS AGENTS, AND ITS LICENSORS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH ITS WEBSTTE OR NETWORK YOU ACCESS SUCH CONTENT OR INFORMATION AT YOUR OWN RISK INTEGRA DOES NOT GUARANTEE THAT ITS NETWORK OR WEBSITES WILL BE ERROR -FREE, OR CONTINUOUSLY AVAILABLE, OR THAT IT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNDER NO CIRCUMSTANCES WILL INTEGRA, ITS AFFILIATES, ITS AGENTS OR ITS LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES THAT ARISE FROM THE USE OF ITS NETWORK OR WEBSTTE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND -FOR EXAMPLE, COMPENSATORY, SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES -EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE AGGREGATE LIABILITY OF INTEGRA, ITS AGENTS, AND ITS LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO ANY INTEGRA NETWORK OR WEBSTTE WILL NOT EXCEED $ioo.00. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF INTEGRA, AND ITS AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW. INDEMNIFICATION You agree to indemnify, defend and hold harmless INTEGRA from and against all claims, liabilities, losses, expenses, damages and costs (including reasonable attorneys' fees) that arise from: (1) any violation of this Policy and Agreement by you; (2) any violation of any rights of a third party by you; (3) any violation of applicable law; (4) information or content that you submit, post, transmit or make available through our Website or Network; or (5) your use of our Website or Network.