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HomeMy WebLinkAboutContract 20652065 This Onvoy Services Agreement ("Agreement"}, dated ("Effective Date"} is between Onvoy, inc. ("Onvay"), a corporation organized under the laws of the State of Minnesota, with its principal place of business at 300 South Highway 169, Suite 700, Minneapolis, MN 55426, and The City of G4fumbia Heights (the 'Customer'°}, with its principaR plaoe of business {oaated at 590 4Ci`" Acre tNE, cotubia heights,MN. 5542'1-3878 (each a "Party," and oolleatively, the "Parties°'). Check fhe box if applicable: This Onvay 5e;vices Agreement replaces and supersedes the Onvoy Services Agreement dated 1. SCOPE OF AtaREEMENT. This Agreement sets forth the terms and conditions under which Onvoy agrees to provide the Customer with those services ("Service(s)"), listed in the Addendum(s) and Exhibits to the Addendums to the Agreement. Each Addendum and its °„,-~j~elated Exhibits shall contain a description of Services "Wand pricing. In the event of conflict between the terms of this Agreement and the terms of an Addendum, the Addendum terms shall govern. 2. EXCLUSIVE BENEFIT OF NA[VtEf3 PARTIES. The provisions of this Agreement and its Exhibits are intended far the exclusive benefit of the Parties named above and pat for the benefit of any third party. 3. TERM. The term of this Agreement will commence an the Effective Date provided that Customer has met Onvoy's credit requirements, and shall oontinue, unless earlier terminated as set forth in Section 11 (Termination) below, until ail Service Terms set forth in the Addendums and Exhibits terminate or expire. 4. SERVICE FEES AND PAYMENT. (a} The fees and charges related to the Services (aollac#ively, the "Service Fees") are set forth in the Addendum(s} and their Exhibits as "Prices," "Rates," "Fees," or "Charges.° (b) Customer acknowledges and agrees that Onvay has the right to perform an investigation of Customer's creditworthiness prior to Onvoy's acceptance of this Agreement. This credit investigation shall include, but not be limited to, contacting Customer's bank and trade references. Onvoy may, at its sole discretion, require a deposit, letter of credit or alternative form of payment to satisfy its credit requirements. (Notwithstanding the mutual dates of execution, the Agreement is expressly conditioned upon Onvay's acceptance or Customer's creditworthiness. (c) Onvay and Customer agree to install Services upon a mutually agreeable instalfatian date. Should that date be moved due to Customer's request, actions, state of readiness, or other fauffi of the Customer andlor their subcontractor(s), the Customer agrees to pay any tees Onvay may incur to accommodate the Customer delay from underlying service providers. These fees may include but are not limited to change of due date, canoellatian, porting, and expedite oharges. (d) The Customer agrees to pay Service Fees within thirty (30) days of the invoice date. Ail charges not paid within thirty (30) days will be assessed a late payment charge of one and one-half percent (1.5%} per month or the highest rate allowed by law, whichever is less. The Customer also shall pay, as an additional charge, any applicable sales andlor use tax, (e} Customer has the affirmative obligation to provide Onvoy with written notice of any dispute regarding Service Fees within sixty (60) days of Customer`s receipt of the invoioe captaining Service Fees. ff the Customer does not report an invoice dispute within the sixty (60} day period, Customer shah be deemed to have waived its dispute rights far that invoice and shall be deemed to have agreed to pay fhe invoice. 5. SERVICE LEVEL AGREEMENT. (a) Onvay warrants that Services provided on Onvoy`s network, defined as Onvay's [P infrastn.rcture, will be available an a continuous, twenty-four hour per day seven day a week basis, with the fallowing service level commitments; (i) For all Services: A Network Availability standard of 99.999°~ ar better; e An average round-trip delay (Latenoy} rate of 50 ms or less; • A Packet Delivery standard of 99.8°la ar better. (ii) For Converged IP Video apd Voice Services, maximum delay variance (Jitter) of 20 ms (iii) For Shared Web Hosting and Managed Application Services: An Application Availability standard of 89.9°/a (measured on HT-i"P sen.~ice for fVfanaged Web Server; measured on SQL service for Managed Database Sarver) (iv) For Hardware Server Rental ® Replacement of failed hardware within four (4) hours of problem determination (b} For all Services other than Hosting Services, Servioe Level standards shall be measured by Onvoy using monthly averages of sample measurements taken between acre Onvoy Proprietary and Contidantial Onvoy Authorized Contract Template i of 5 5.9.07 ,~ ~® t7rsvoy, tnc. 3008outh Highway'f69, Suite 700 Its the iutur~ Minneapolis, MN 55426 952.230.4100 952.230.4200 fax www.onvay.aom routers. For Hosting Services, the Senrioe Level standards shall be measured by Onvoy using measurements taken monthly between Onvoy monitoring servers and Customer's selected Service. (a) Customer`s sale remedy far any failure by Onvay to meet any of the Senriae Level commitments noted in subsection 5(a} above steal! be for Customer to receive a Service- Credit from Onvay to compensate Customer for the foss of or degradation in Service Quality ("service Credit"). For Onvoy's failure to meet its Latency, Jitter, or Packet Delivery Service Level commitments, the Service Credit shall be aqua( to one day of Customer`s mantttly recurring Service charges for the affected Services} for the month during which the measurement commitment is not met. {n the event that Onvoy fai{s to meet its Network Availability or Application Availability Service level commitment due to an Onvoy network outage (other than during a maintenance period ar planned service outage), Customer will ice eligible to receive a Seniice Credit squat to two (2} days of its monthly recurring Service charges for each cumulative hour that the Onvay Service was unavailable during the month that the outage occurred, not to exceed one month`s Service fees. For purposes of computing Service Credit under this subsection 5(a), a month shall consist of thirty (3d} days. Customer does not release Services far testing andlar repair and continues to use Serriaes on an impaired basis; (v) are due to unauthorized or unlawful use of the Services by Customer ar its end users; ar (vi) are attributable to events listed in Secfion 13{j) (Force Majeure) of this Agreement. (f) THE WARRANTY PROVIDED FOR iN SUBSECTION 5{A} OF THE AGREEMENT IS iN LIEU OF ALL OTHER WARRANTIES, EXPRESSED AND IMPLCED, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERVt~ISE IN LAVG+, OR FROM A COURSE OF DEALING OR USAGE IN TRADE. 6. ADD-CtN FEATEIREB. Onvay offers its customers certain add-on features ("Add-On Features"} to supplement Onvoy's standard Service offerings. Customer may select Add-On Features based an Customer's individual requirements. Add-On Features are offered on a month-ta-month term basis only. Pricing far Add-On Features is available from Onvoy upon Customer's request. All Add-On Features provided to Customer by Onvoy sha11 be subject to the terms of this Agreement. Onvoy reserves the right to change long distance and directory assistance rates upon thirty (3G} days advance written notice to Customer. (d} At the end of a calendar month, Customer may submit a request for Service Credit to Onvay. The request shaC be in the form of a written report far that month and shall Hate the time, day, and length of the Service outage ar deficiency, including, if applicable, the technical support ticket number. Within thirty (t3Q) days of Onvay's receipt of Customer's request, and after verification of the Service outage or deficiency, Onvoy will issue a Service Credit to the Customer. Service Credit may only be used fay Customer against future Onvoy invoices. Customer waives any claim far Service outages or deficiencies if Customer falls to submit a report by the fifth (5th) business day of the month following the month in which the Service outage or deficiency occurred. (e} Customer shall not be eligible for Service Credit where interruptions, outages, Service deficiencies, or access or use problems: (i} are caused by Customer (ar Customer premises hardware ar software); (ii} are caused by network maintenance, repair, improvements, or modifications deemed necessary by Onvoy in its sole discretion; (iii) are attributable to local, regional, or national carriers that provide transport services to Onvay or to Customer; (iv) occur during time periods when Onvoy does not have access to the premises where access lines to Services are terminated or when 7, ONVOY PdLICEES. (a} Onvoy's Acceptable Use Policy. The Customer agrees to aompiy with Onvay`s Acceptable Use Policy as it may be revised from time to time. A current copy of the Paiiay is posted at Onvoy's web site located at htk p: //w ww. a n vo y. c o m. (b} Domain Names and lP Addresses. (i} The Services described in an Addendum to this Agreement may Inc;iude certain Internet domain name registration and maintenance services. The Customer acknowledges that such services do not Include the legal research necessary to deten-nine whether the Customer`s selection of a domain name might aonf(ict with, infringe upon, ar dilute the trademark, trade name, or service mark rights of a third party. The Customer agrees to assume any and ail risks associated with the Customer's selection of an Internet domain name, including, but Hat limited to, claims far infringement or daisy attributable to the registration company. Internet Protocol addresses that are assigned to Customer pursuant to this Agreement will remain the property of Onvay and may Hat be transferred or used by the Customer in the event that this Agreement ar the Service Term expires or is terminated. Onvoy Proprietary and Confidential Onvoy Authorized Contract Tempiaee ? of 5 5.9.07 /~}l ~1 V~ 00 ®Y~ Inc, V' 300 South Highway 169, Suite Its floe fature~ Minneapolis, MN 55426 952.230.4100 952.230.4200 fax www.onvay,com (ii} Gustamers receiving an 1P Address Aliooation in conjunction with this Agreement shall be subject to flnvay`s IP Address Policy as it may he revised fram time to time. A current aopy of the Pot'ray is posted at Onvay's web site located at http:,/www.anvay. com. (a) C3nvay"s Toll Fraud Poliay. The Gustomer agrees to comply with Onvay's To]I Fraud Policy as it may- be revised fram time to time, A current copy of the Poliay is posted at bnvoy's web site located at http:liwww.onvay.oom. 8. CO~dFIC?EPdTidtLfTY. (a) During the term of this Agreement, C7nvoy and Gustomer may disclose to one another certain information proprietary to a Party's business and/or of a confidential nature, including but not limited to techniaaf or business knowledge, know-how, discoveries, inventions, flow charts, algorithms, processes, software programs, hardware, schematics. drawings, data bases, specifications, trade secrets, and lists or other information related to the Parties' customers, all of which shat[ be considered "Gonfidential Information°' under this Agreement. The terms of this Agreement and its Addenda and Exhibits shall also be treated as Gonfidential Information. (b) Gonfidential tnformation shah not include any information that (i) vdas lawfully in a recipient Party's possession before receipt from the disclosing Party; (ii) is or becomes available td the public through na fault of a recipient Party; (iii} is lawfully disclosed to the recipient Party by a third party without restriction an disclosure; or (iv) is independently developed by a recipient Party without using any of the disolosing Party's Confidential information. (c) Onvoy and Gustomer agree to take reasonable steps to prevent the disalosur~e and availability of Gonfidential tnformation of the other Party to third parties, except that a reoipient Party may share Confidential information with recipient Party's employees or contractors who have a need to know and who have signed agreements with reoipient Party protsating such information. Upon written request of a disclosing Party or upon termination or expiration of this Agreement, a recipient Parry shall destroy (and a®rtify as to said destruction} or return to the disclosing Party all tangible Gonfidential tnformation of the disclosing Party. (d) The aanfidentiality obligations of Onvay and Gustomer shall survive any termination or expiration of this Agreement and shalt continue far a. period of five (~} years after such termination and expiration; however, at no time whatsoever, may a recipient Party use a disolosing Party`s Gonfidential Information for any purpose except for the Ilmited purpose of fulfillment of the recipient Party's obligations under this Agreement. 9. CUSTOMER ttVC}EMNIFlCATIO~t. The Gustomer warrants that neither Services or equipment used in aonjunation with Services will be used by 'Gustomer to conduct or engage in unlawful activities; to violate any lavr, regulation, or any Unvoy policy referred to in this Agreement; to violate ar infringe upon the rights of any other party, including, without limitation, aontraotual rights, intellectual property rights, publicity and privacy rights and the right to be free from libel, defamation, and slander; or to act in any manner that encourages .conduct that would constitute a criminal offense, give rise to a civil liability, or violate any other law. The Gustomer agrees to defend, indemnify, and hold C7nvoy and its successors, assigns, agents, and licensors harmless from any and all claims, demands, liability, judgments, casts, and expenses (including reasonable attorneys' fees and disbursements) that directly ar indirectly arise out of or result from the Customer's use of the Services ar any equipment used by Gustomer in conjunction with Services, except to the extent such claims arise out of the willful misconduct of Onvoy. 1d. LtMtTATIC}!<! OF L9ABCLITY. In no event sha0 Onvoy ar its suppliers be liable to the Gustomer or to any third parties for incidental, consequential, special, indirect, or punitive damages of any kind, inaluding, but not limited to, damages arising from loss of data, loss of use, loss of profits ar revenues, or breach of network security, whether based upon a theory of breach of warranty, breach of contract, negligence, or any other legal #heory, even if Onvoy ar its agent has bean advised of the possibility of such damages. Onvoy's fate( liability to the Gustomer under this Agreement will be limited to direct damages in an amount not to exceed the amount of Service Fees paid by Gustomer under this Agreement for the S®nrices giving rise tc the liability during the most recent twelve ('t2} month period. '17. TEFtMttJATtON. (a) Either Party may terminate this Agreement ar any Senriee provided under this Agreement far its convenience by giving the other Party ninety (90} days advance notice, unless there is a minimum Service Term set forth in one or more Exhibits, in which event neither the Service ar the Agreement may be terminated without penalty before the end of the minimum Service Term. (b) Unvoy may terminate this Agreement or suspend Services hereunder at any time far cause upon: (i) Gustomer's failure to meet Onvoy`s credit approve( standards; (ii} Any failure of Gustomer to pay any undisputed amounts as provided in this Agreement; Qnvoy Proprietary and Canfidentia( Onvoy Authorized Contract Template 3 of 5 5.9,07 L k. ,f ~ C3rtvoy, fno. tt~'J~y 300 6outh Highway 169, Suite X00 It'5 the future Minneapolis, hvtN 55426 952.230.4100 552.230.4200 tax www.onvay.cnm (iii} Any breach by Customer of any material provision of this Agreement continuing uncured for thirty (80} days after receipt of notice thereof; (iv) Any insolvency, bankruptcy, assignment for the benefit of creditors, appointment of a trustee or receiver, or simitar event with respect to Customer; ar (v} Any governmental prohibition or required alteration of the Services to be provided hereunder. (c) If Qnvoy fails to cure a material breach of this Agreement within thirty t30} days of the date that envoy is notified of suah breach by Customer, the Customer may terminate the Agreement for cause. {d) If the Customer terminates any Service under this Agreement for its convenience ar if C}nvoy terminates any Service under this Agreement for a default by the Customer, the Customer shall pay Unvay: (i) all Service Pees incurred up to through the termination date, and (ii} a termination charge equal to seventy-five (75°%} peroent of the Service Pees for each Custam~er site for each month remaining in the Service Term after the date of termination. Customer acknowledges and agrees that although Onvoy's damages in the event of termination of Services are difficult to estimate, the foregoing is a reasonable estimate of such damages and is not a penalty. 'C 2. ~TlCE. Ail notices under this Agreement shall be in writing and be deemed given (a) on the day when delivered personally ar sent by facsimile copy or electrania mail, provided receipt is nonfirmed; (b} an the next lousiness day after being sent by overnight oaurier, provided receipt is oonfirmed; nr (n} three {3} business days after being mailed via the United States Postal Service; provided, in ail cases, notice is sent to the appropriate Party at the address set forth below, or at such other address as a Party may specify in writing to the other Party: If to Custnmer (if address differs from address in sianature biackl: !f to C~nvay: (Jnvoy, Inc. 800 South Highway t 69 Onvoy Proprietary and Confidsntial Onvoy Huthorized Contract Template 5.9.07 Suite 700 ~Ainneapafis, fJiN 55426 Attn.: Contract Administrator t3. 4aEEVER.~L. (a} Assignment. Neither Party may assign this Agreement, in whole or in part, ar assign any of its rights or delegate its duties under the Agreement without the prior, written consent of the other Party, which consent shat( not be unreasonably withheld; however, CJnvoy may assign this Agreement without the ether Party's consent in nannection with the sale or transfer of all or substantially all of Onvoy's business. A permitted assignee shall assume ail obligations of fts assignor under this Agreement. Any assignment ire contravention of the terms of this Agreement shall be null and void: (b) Entire Agreement. This Agreement and its Addenda and Exhibits contains the entire agreement of the Parties with regard to the subject matter of the Agreemment and supersedes all prior or contemporaneous agreements and understandings, oral or written, between the Parties with respect to the subjent matter contained herein. (a} Modifications in Vliriting. No modification or amendment of this Agreement shall be valid unless set forth in a writing signed by authorized representatives of each Parry and only to the extent expressly stated therein. (d) Non-waiver. The failure of either .Party to enforce strict performance of any provision of this Agreement shall not be construed as a waiver of its right to assert or rely upon such provision or any other provision of this Agreement. (e} Independent Contraotors. The relafionship of Customer and Onvoy is that of independent contractors. PJothing in this Agreement authorizes either Party to bind the other ar to incur liability an behalf of the other, unless otherwise provided far in this Agreement ar agreed by the Parties in writing. (f} Compliance with Laws. Each Party`s performance under this Agreement shaA comply with all appiinabie Federal, State, and lanai laws, rules, regulations, court orders, and governmental agency orders. (g} Headings. The headings to the paragraphs of this Agreement are intended solely for the convenience of the Parties and shall in no way be held to explain, modify, amplify, or aid in the interpretation of the provisions hereof. (h) Severability. if a court or a governmental agency with proper jurisdiction determines that a provision of this Agreement is unlawful, the provision shall be stricken, and if the Parties oan legally, commercially, and practicably 4 of S C3nvoy, Inc. ~~~ 700 South Highway 109, Sulte ICs the furure.°~ Minneaao(Is, MN 55426 952.230.4100 952.230.4200 fax. w4vw.anvoy.cam cantinas this Agreement without the strfaken provision, the remainder of the Agreement shah continue in effect. (i} Governing Law. This Agreement sha(I be governed by and aanstrued in aacordanae with the laws of the State of Minnesota except for its provisions regarding confiiats of law, and except to the extent that federal communications law applies. Any court action arising from this Agreement shall be venued in Hennepin County, Minnesota, in either federal or state court, as is appropriate. (j} Force tvfajeure. With the exception of payment of charges due under this Agreement, a Party shall be excused from its performance if its performance is prevented by cats ar events beyond the Party`s ~ reasonable control, including but not limited ta: severe weather and storms; earkhquakes ar other natural occurrences; strikes ar other lobar unrest; nuclear ar other aivif or miktary emergencies; or acts of legislative, judicial, executive, ar administrative authorities. (k} Legal Fees and Costs. In any action between the Parties to enforce any material provision of this Agreement, the prevailing Party shalt be entitled to recover its reasonable attorney's fees, court costs, casts of investigation, and ether related expenses incurred in connection therewith from the non-prevailing Party in addition to whatever other relief a court may award. The terms of this Agreement have been agreed to by duly authorized representatives of the Parties, C}nvoy Proprietary and Gonfldentiai Orrvoy Authorized Contract Template 5 of 5 5.9.07 1 ~i F' •_ it's die nuure° Onvay, Irac. 300 South Highway 169 Minneapolis, MPS 55426 952.230.4100 952.230.4200 fax www.onvoy.cam °E. iNC{?k~POt~~TICD~d OF AR~EtVEENT TEtt~95. The Onvoy Services Agreement between the Parties dated which the Parties may agree to amend ar supersede by another Onvoy Services Agreement tram time to time ("Agreement"} is a necessan7 part of this Addendum, and the terms and conditions of Service set forth in the Agreement are incorporated and adapted in their entirety info this Addendum. in the event of conflict between the terms of this Addendum and the terms of the Agreement, the Addendum terms shall govern. The Customer acknowledges that it has received and read a copy of the Agreement and agrees to be bound by its terms and conditions 'sn addition to the terms and conditions contained herein. Check the 6ax if applicable: ^ This Retail Private Line Services Addendum replaces and supersedes the Retail Privafe Line Services Addendum dated 2. S~FtViCE DESCRIPTIC3~fS. b31 Service DS1 Service is a dedicated, high capacity, full duplex channel with a line speed of 1.544 Mbps. Onvoy, Inc. 300 SOLCtit HFghWBy'f~~ rvilntteapoiis, tui~t s~azs Adc4encdc~r~l acs ~h~ ~~rea Sr~ri~ r~tt t~S3 Sererice DS3 Service is a dedicated, high capacity, full duplex channel with a fine speed of 44.736 fvlbps. QC3 Service OC3 Service is a high speed optical transmission Serviae operating at the terminating bit rate of 155.52 Mbps. 3. LOC,4L. ~aCCE sS. The rates charged for Local Access serviae shall be subject to change in the event of rate adjustments by the Vocal telephane operating company or other third party utilized by Onvay in arranging such interconnection; provided, however, that the rates billed by Onvay to Customer shall in no event exoaed the third party's tariffed rates for Looa! Access service. Customer understands that Onvoy may rely on teiephone operating companies ar other third parties far instailafian and testing of Local Access service. Onvay will use its best efforts to assure that Laval Access service is available an the date requested, however, Onvoy shall have no liability to Customer far delays in pravviding the requested service. All monthly and one-time charges incurred far Customer's (_acal Access will be passed through to Customer for payment. The terms of this Addendum have been agreed to by duly authorized representatives of the Parties. Ths City of Cciumbia Heights JC~{t 4~ih pVe ~~ Columbia Heights, Ntt~(. 55421 ~ ~~ ~~~~f~-~ CTnvoy Proprietary and Confidential Page 1 of 1 (envoy Authorized Contract Template ?.6.07 ~`~ Yt~.f~ Minne p~olis, Cvtf'`; 55426e 70G It's tl,e f`uturew 952.230.4100 952.230.4200fav. Es~~l ~°~~'~ ~ ~° 4rw:v.anvay.cam Pricing Exhibit This Exhibit to the Private Line Services Addendum dated to the Onvoy Services Agreement dated between Customer and Onvoy is effective as of the last date signed beinw and shall supplement ar modify, as the case may be, the Addendum and Agreement to the extent set forth below. Check box if applicable: ^ This Retail Private Line Pricing Exhibit replaces and supersedes the Retail Private Line Pricing Exhibit dated Location A: City Office - 590 ~0~" Ave NE, CoiuEsia F1iegEtts, ~t~. 55~2~C Location . Colurnisi i~ie~~tts Lir~uor - T8D Capacity: ~ DS'4 ('t .5 bps} ^ C?S3 (Q~ant`rty of } ^ C3C3 (quantity ofi The initial Service Term for the site locations listed an the Pricing Exhibit shall be: 3 year(sj. The Service Term shall cammenae nn tine first day of service and shall continue for 3 year(s). The Service Terre shall automatically renew for successive nee year renewal Service Terms, unless either party requests termination of Services in writing at {east ninety (90) days prior to the end of the initial Service Term ar a subsequent rene~vai Service Term. Except as set forth in this Exhibit, all existing pravisians of the Addendum and Agreement shat( remain in force as originally ~fritten. The terms of this Addendum have been agreed to by duly authorized representatives of the Parties. Gnvny, inn. 300 Sauth High4vay 169 Suite 700 Minneapn(is, MN 55426 Sig Printed Name i° ~.°° t r' S .$~ Date ~`,~ p" ~. P Onvoy Confidential. and Proprietary Authorized Contract Template 1,4.06 The City of Cafumbia i-{eights 590 40t Ave NE Columbia Hieghts, MN. 55421 nity state zip Signature Date-- ~ r ~~ ~ ~° ~3~,~~~ Onvay, inc. ^ _°' ti/`ud® 300 South Highvray 16S '. I. vl V "~..~+° Minneapolis, MN 55426 It's file future ~` ~" 952.234.4100 952.230,420dfax k'~-i~i~~ ~~~i~l+~ www.ahvay.ca~n Term: ~ One Year(Na Early Termination E,iability ^ RenewaE/One Year/E~Eo Early Terrra6natlcrn L@abi!!ty Site Name: The Clty of Calumtsia Heights Address: 590 40th Ave NE City: Cafumbfa Heights State: M~& dip: 5542'E Main Telephone Number; 763.706-3506 MRC t~RC On Ramp with Private Data Netvrark 0and4vidth: 7.6 Mops $39't.00 $500.00 ~') Managed Router Service 2 Devices 586.00 ^ Internet Access Kbps $ ^ Video aver lP -Conference Kbps $ ® VaiGe aVBClP 10 Simultaneaus calls $'!00.00 After Hours Answering Service Includes 206 calls per month !nGluded Multiple Solution E3isGOUnt Q °i° Perm Disaaunt 10% Tate! Service Fees: $586,40 5500A0 (excluding Add-On Features} Terms and Conditions. By their respective signatures beloaf, Onvoy and The City of Columbia Heights ("Customer') understand and agree to terms and conditions of service as set forth in the (i} Single Site Offering, Onvoy Services Agreement ("Agreement"}, and (iiJ Single Site Offering, Converged iP Services Addendum ("Addendum"). Far purposes of this Pricing Exhibit, the Parties have agreed to Version #E 5.~J.07 of the Agreement and Version ~ 5.24.06 of the Addandurn, The Agreement and the Addendum can be found online, at wtr~w.anvay.com!sinalesitelterms, or by contacting Onvoy, This Pricing Exhibit is effective as of the last date signed below and shat[ supplement ar modify, as the case may be; the Agreement and the Addendum to the extent set Earth above. Except as set forth in this Pricing Exhibit, aft existing provisions of the Agreement and Addendum shalt remain in force as originally written. ^1"his Pricing Exhibit shall replace and supersede the Single Site Offering Converged !F Services Pricing Exl-tibit dated The terms of this PrlGing ExhiE~it are hereby agreed to by duly authorized representatives of the Parties. Onvay, inc. 300 South Highway i69 Suite 700 Minneapolis, [V!fi! 56426 The City of Columbia Heights 580 40th Ave ~fE Columbia Hieghts, MBE, 5542 Signature: _ _ ~ Printed game: ~i'" .~" -C`' Titla• P~"~r~ ~ ®~® .mss. -r'R'G~ -.~.. n j~ `~ ~~e~~~ Onvoy Proprietary and Confidential Onvay INTERIM Authorized Contract Template FOR $iNGLE SITE OFFERING 2,12,07 1 OF i