HomeMy WebLinkAboutContract 2324Dear Ms. Magee:
First and foremost, I would like to take this opportunity to thank you for choosing Comcast as your
service provider. We look forward to serving you in the years to come. Enclosed for your records please
find one (1) fully executed original of your Network Services Agreement Number MN- 12093 - 101110 -01.
Service excellence is critical for our success and we strive to consistently deliver superior network
reliability. Should you encounter any difficulties with your service, our Network Operations Center
(NOC) is available 24 hours a day, 7 days a week, 365 days a year by calling 1- 888 - 262 -7300. The
Comcast NOC is staffed with some of the best and brightest technicians in the industry and this state -
of- the -art facility enables us to respond to any issues or concerns quickly and efficiently. Please do not
hesitate in reaching out to this valuable resource.
Comcast is committed to keeping you connected to what's important. Thank you for allowing us to
serve you and your business.
Sincerely,
Lauren Stechmann
Sales Support Consultant
cc: Linda Arhart
Email: Linda—Arhart@Cable.comcast.com
Phone: (952) 607 -4224
Goo a� t City of Columbia Heights
650 Centeftn Road
[,Aoorestown, New Hersey 08 05!' 1
Comcast Business Communications, LLC
Network Services Agreement
This Agreement ( "Agreement ") is made on the 11th day of October, 2010 ( "Effective Date ") by and between Comcast
Business Communications, LLC ( "Company" or "Comcast "), a Delaware limited liability company, with offices located at
One Comcast Center, Philadelphia, PA 19103 and City of Columbia Heights ( "Customer "), with offices located at 590 -
40th Avenue N.E. Columbia Heights, MN 55421. Herein, the above shall be collectively referred to as the "Parties" and
individually as "Party"
Description of Services to be provided by Company to Customer:
Ethernet Network Services ( "ENS ") Lite in increments of 20 Mbps (at three (3) sites) and 60 Mbps (at one (1) site) at the
sites set forth in Schedules A and B attached hereto.
100 Mbps Ethernet Dedicated Internet ( "EDI ") Services at one (1) Customer site, as set forth in Schedules A and B
attached hereto.
Term of Agreement (months): Sixty (60)
Agreement Number: MN- 12093 - 101110 -01
Non - Recurring Charges ( "NRC "): $69,842.00
Monthly Recurring Charges ( "MRC "): $1,915.00
Any Additional Charges/Explanation:
Number of Sites: Four (4)
Estimated Service Date: Ninety (90) to one - hundred twenty (120)
days after mutual execution of Agreement.
Notes / Comments: Modifications made to the terms and conditions of this Agreement are set forth in the First
Amendment attached hereto.
Sales Person: Linda Arhart
Telephone Number: (952) 607 -4224
General Manager: Jeff Parris
Telephone Number: (651) 493 -5459
Customer Contact: Aleksandr Chernin
Telephone Number: (763) 706 -3638
This Network Services Agreement sets forth the terms and conditions under which Comcast Business Communications, LLC
and its operating affiliates ( "Comcast ") will provide the Services identified above to Customer. This Comcast Network
Services Agreement consists of this document ( "Cover Page "), the standard Comcast Business Communications, LLC General
Terms and Conditions ( "General Terms and Conditions "), and Schedules A and B ( "Schedules "), and any jointly executed
amendments ( "Amendments "), collectively referred to as the "Agreement ". In the event of any inconsistency among these
documents, precedence will be as follows: (1) Amendments, (2) General Terms and Conditions, (3) this Cover Page, and (4)
Schedules. This Agreement shall commence and become a legally binding agreement upon Customer's execution of this
Cover Page. The Agreement shall terminate as set forth in the General Terms and Conditions. All capitalized terms not
defined on this Cover Page shall have the definitions given to them in the General Terms and Conditions.
All modifications to the Agreement, if any, must be captured in a written Amendment, executed by an authorized Comcast
Vice President and the Customer. All other attempts to modify the Agreement shall be v d and non - binding on Comcast.
Customer, by signing below, agrees and accepts the terms and conditions of this Agree nt.
City of Columbia Heights Comcast Business Communication ,
Signature:
Signature:
Printed Name:
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Printed Name:
Title:
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Title:
Vice resident
Date:
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Date:
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cv.8.3 / 2009
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CONFIDENTIAL and PROPRIETARY
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COMCAST BUSINESS COMMUI ATIONS, LLC
GENERAL TERMS AND CONDITIONS
SECTION 1 - SCOPE OF SERVICE
1.1 Company will provide to Customer the Service at the prices set forth
in the attached Schedule A, and to the location(s) set forth in Schedule B,
both attached hereto ( "Buildings "). The Service is provisioned by utilizing
fiber optic cable, associated with electronics and other equipment
( "Network "), which transports and distributes digital signals in a standards
based Internet Protocol (IP) format for standards based IP applications to
Customer's Buildings identified in the attached Schedule B and at the
transmission level designated in Schedule A attached hereto. The Network
is provisioned into Customer's Building at the point of interconnection
between the Network and Customer's provided equipment located at
Customer's Building ( "Demarcation Point ").
1.2 The Service does not include connection to the public switched
network, building wire, any Local Area Networks ( "LANs "), Customer
Premise Equipment ( "CPE "), IP addressing capability, firewalls or any
other equipment, electronics, or wiring required on the Customer's side of
the Demarcation Point.
1.3 Upon the request of Customer, Company will consider providing other
services to Customer at terms, conditions, and prices to be mutually agreed
upon in writing between the Parties.
SECTION 2 - INSTALLATION OF NETWORK
2.1 Customer, at no cost to Company, shall secure throughout the term of
Service any easements, leases or other agreements necessary to allow
Company to use existing pathways into and in each Building to the
Demarcation Point for the Service.
2.2 Subject to the terms of this Agreement, and at no cost to Company,
Customer shall provide adequate environmentally controlled space and
electricity required for installation, operation, and maintenance of the
Network used to provision the Service within each Building.
2.3 Company and its employees, agents, lessees, officers and its
authorized vendors will require free ingress and egress into and out of the
Buildings in connection with the provision of Services. Upon reasonable
notice from Company, Customer shall assist Company in accessing each
Building.
2.4 If the presence of asbestos or other hazardous materials exists or is
detected, Customer must have such hazardous materials removed
immediately at Customer's expense or notify Company to install the
applicable portion of the Network in areas of any such Building not
containing such hazardous material. Any additional expense incurred as a
result of encountering hazardous materials, including but not limited to, any
additional equipment shall be borne by Customer.
2.5 Company shall have no obligation to install, operate, or maintain
Customer - provided facilities or equipment.
2.6 Customer shall be responsible for providing maintenance, repair,
operation and replacement of all wire, cable facilities on the Customer's
side of the Demarcation Point. Any CPE and wiring that Customer uses in
connection with the Service shall be compatible with the Network.
2.7 Customer shall use reasonable efforts to maintain its property and
Buildings in a manner that preserves the integrity of the Service and shall
promptly notify Company of any event that affects such integrity including
but not limited to damage to the Network.
2.8 At such time as Company completes installation and connection of the
necessary facilities and equipment to provide the Service, Company shall
then notify Customer in writing that the Service is available for use and the
date of such notice shall be the "Service Date ". The current notice form is
called the Billing Inform. Form ( "Billing Form "). Company may
update, modify or replace ure service notification form from time to time
without notice to Customer.
2.9 Any other failure on the part of Customer to be ready to receive
Service, or any refusal on the part of Customer to receive Service, shall not
relieve Customer of its obligation to pay charges for any Service that would
otherwise be available for use.
2.10 Customer - Provided Equipment (CPE). Company shall have no
obligation to install, operate, or maintain CPE. Customer alone shall be
responsible for providing maintenance, repair, operation and replacement of
all inside telephone wiring and equipment and facilities on the Customer's
side of the Demarcation Point. All CPE and wiring that Customer uses in
connection with the Services must be fully compatible with the Services.
Customer shall be responsible for the payment of all charges for
troubleshooting, maintenance or repairs attempted or performed by
Company's employees or authorized contractors when the difficulty or
trouble report results from CPE.
SECTION 3 - OWNERSHIP, IMPAIRMENT, AND REMOVAL OF
THE NETWORK
3.1 The Network is and shall remain the property of Company regardless of
whether installed between, within or upon the Buildings and whether
installed overhead, above, or underground and shall not be considered a
fixture or an addition to the land or the Buildings located thereon. Customer
agrees that it shall take no action that directly or indirectly impairs
Company's title to the Network, or exposes Company to any claim, lien,
encumbrance, or legal process, except as otherwise agreed in writing by the
Parties. Nothing in this Agreement shall preclude the Company from using
the Network for services provided to other Company customers.
3.2 For a period of twelve (12) months following Company's
discontinuance of Service to the Buildings, Company retains the right to
remove the Network including, but not limited to, that portion of the
Network that is located in the Buildings. To the extent Company removes
such portion of the Network, it shall be responsible for returning the
Buildings to their prior condition, reasonable wear and tear excepted.
SECTION 4 -COMPENSATION; PAYMENT
4.1 The Non - Recurring Charges ( "Non - Recurring Charges" or "NRC ") and
Monthly Recurring Charges ( "Monthly Recurring Charges" or "MRC ") for
the Service is set forth in the attached Schedule A and on the first page of
the Agreement. Upon installation of Services, Company shall immediately
invoice Customer for the NRC and Customer shall pay Company one
hundred percent (100 %) of the NRC. Unless otherwise stated in this
Agreement, Company will invoice Customer in advance on a monthly basis
for all Monthly Retuning Charges arising under the Agreement. Payment
will be considered timely made to Company if received within thirty (30)
days after the invoice date set forth in the invoice. Any charges not paid to
Company within such period will be considered past due. In the event the
Service Date is not the first day of the billing period, the first Recurring
Charge shall also include the pro rated in arrears charges for Services from
date of installation to the date of first billing.
4.2 Any payment not made when due will be subject to a late charge of
1.5 % per month or the highest rate allowed by law on the unpaid invoice,
whichever is lower.
4.3 Except for taxes based on Company's net income, and except to the
extent Customer provides a valid tax exemption certificate prior to the
delivery of Service, Customer shall be responsible for the payment of any
and all applicable local, state, and federal taxes (however designated) levied
upon the sale, installation, use or provision of Service. Further, Company
reserves the right to invoice Customer for the costs of any fees or payment
obligations stemming from an order, rule, or regulation of the FCC, a public
service commission or a court of competent jurisdiction with respect to the
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Services, including, without limitation, universa rice fund charges, or as
otherwise needed to recover amounts that Company is required by
government or quasi - governmental authorities to collect from or to pay to
others in support of statutory or regulatory programs, including, without
limitation, franchise fees and right -of -way fees. It will be the responsibility
of Customer to pay any such taxes and fees that subsequently become
applicable retroactively.
4.4 In the event that any newly adopted law, rule, regulation, or judgment
increases Company's costs of providing Services, Customer shall pay
Company's additional costs of providing Services under the new law, rule,
regulation or judgment.
SECTION 5 - TERM
Unless sooner terminated as provided herein, the term of this Agreement
shall be for Sixty (60) months from the Service Date ( "Term "). In the case
of multiple Service Dates, the Term shall be Sixty (60) months from the last
Service Date. Upon the expiration of the Term, this Agreement shall
automatically renew for successive periods of one (1) year each ( "Renewal
Term(s) "), unless prior notice of non - renewal is delivered by either Party to
the other at least thirty (30) days before the expiration of the Service Term
or the then current Renewal Term. Effective at any time after the end of the
initial Service Term and from time to time therein, Company may modify the
charges for the Services to reflect then - current prevailing pricing subject to
thirty (30) days prior notice to Customer. Customer will have thirty (30)
days from receipt of such notice to cancel the applicable Service without
further liability. Should Customer fail to cancel within this timeframe,
Customer will be deemed to have accepted the modified Service pricing for
the remainder of the Renewal Term.
SECTION 6 - TERMINATION WITHOUT FAULT; DEFAULT
6.1 Notwithstanding any other term or provision in this Agreement,
Customer shall have the right, in its sole discretion, to terminate this
Agreement at any time during the Term, or any Renewal Term, upon (i) sixty
(60) days prior written notice to Company and (ii) the payment of 100% of
the remaining Recurring Charges ( "Termination Charges ") payable to
Company within ten (10) days following termination of the Agreement
( "Termination Charges ").
6.2 (a) Company may, in its sole discretion, immediately terminate this
Agreement in the event that it is unable to provide Service due to any law,
rule, regulation, Force Majeure event, or judgment of any court or
government agency. If Company terminates the agreement under this
subsection 6.2(a), Customer shall have no obligation to pay any remaining
Monthly Recurring Charges as a result of Termination by the Company,
with the exception of any past due amounts.
(b) Any breach of Article 9A shall be deemed a material breach of this
Agreement. In the event of such material breach, Company shall have the
right to restrict, suspend, or terminate immediately any or all Service,
without liability on the part of Company, and then to notify Customer of the
action that Company has taken and the reason for such action, in addition to
any and all other rights and remedies under this Agreement. In the event
Company terminates service under this subsection 6.2(b), Customer shall be
responsible for the payment of all past due amounts and Termination
Charges in addition to any other remedies as identified in section 6.4.
6.3 In the event of default, either Party may terminate this Agreement. A
"default" exists under this Agreement upon the following events:
(i) either Party's failure to meet or perform any material term, provision,
covenant, agreement, or obligation contained in this Agreement; provided
that the non - defaulting Party so advises the defaulting Party in writing of the
event of default and the defaulting Party does not remedy the default within
thirty (30) days after written notice thereof; or
(iii) Customer is in breach of a payment obligation and fails to make
payment in full within ten (10) days after receipt of written notice of default.
6.4 The non - defaulting Party shall be entitled to all available legal and
equitable remedies for such breach.
6.5 In addition to the remedies set forth in Section 6.4 above; Company
shall be entitled to Termination Charges for any Customer Default.
SECTION 7 - SERVICE RESPONSE TIMES
7.1 Maintenance Service consists of the repair or replacement, at
Company's option, of any portion of the Network that is malfunctioning.
Company will maintain the Network twenty -four (24) hours a day, seven (7)
days per week, every day of the year.
7.2 In the event that Company, in responding to a Customer - initiated
service call, determines that the reason for such service call is due to
Customer - provided equipment or Customer's actions or omissions, acts or
omissions of third parties with whom Customer has any type of relationship,
Customer shall compensate Company for Company's costs of such service
call at the rate of $50.00 per half hour and $150.00 per truck roll charge.
SECTION 8 - LIMITATIONS ON WARRANTIES AND LIABILITY
8.1 COMPANY WILL NOT BE LIABLE TO CUSTOMER FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE OR
CONSEQUENTIAL DAMAGES, WHETHER OR NOT
FORESEEABLE, OF ANY KIND INCLUDING BUT NOT LIMITED
TO ANY LOSS REVENUE, LOSS OF USE, LOSS OF BUSINESS, OR
LOSS OF PROFIT WHETHER SUCH ALLEGED LIABILITY
ARISES IN CONTRACT OR TORT. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY'S
AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES
OF ANY KIND UNDER THIS AGREEMENT WILL NOT EXCEED,
IN AMOUNT, A SUM EQUIVALENT TO THE APPLICABLE OUT -
OF- SERVICE CREDIT.
8.2 THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
8.3 Company's liability for mistakes, errors, omissions, interruptions,
delays, outages, or defects in transmission or switching of any Service
(individually or collectively, "Liability "), excluding any Liability caused by
force majeure events or Customer actions, omission or equipment, shall be
limited solely to 1 /30th of the Monthly Recurring Charge, for the affected
portion of the Service, for one or more Liabilities of at least two (2) hours in
duration in any 24 -hour period that is not coincident with any other
Liability, ( "Credit "), provided that the Liability is reported by Customer
during the duration of the Liability.
8.4 Company shall not be liable for any act or omission of any other
company or companies furnishing a portion of the Service including, but not
limited to, the inability of a supplier to provide equipment in a timely
manner for Network, or for damages associated with services, facilities, or
equipment which it does not furnish, including, but not limited to, damages
which result from the operation of Customer's system, equipment or
facilities. In no event shall Company, its affiliates, its /their employees
agents, contractors, merchants, or licensors be liable for any loss, damage or
claim arising out of or related to: (1) stored, transmitted, or recorded data,
files, or software. (i.e., Customer is advised to back up all data, files and
software prior to the installation of service and at regular intervals
thereafter); (2) interoperability, interaction or interconnection of the Service
provided under this Agreement with applications, equipment, services or
networks provided by Customer or third parties.
(ii) either Party's insolvency or initiation of bankruptcy or receivership
proceedings by or against the Party. 8.5 Neither Customer nor its agents or independent contractors shall offer
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third parties warranties or representations for the vice which would
obligate or otherwise bind Company beyond any warranty or representation
expressly set forth in this Agreement.
8.6 Customer is prohibited from reselling Company - provided Services in
any way. Customer, its employees, agents and independent contractors shall
not use the Network to provide any product or Service that directly or
indirectly competes with any product or Services provided by the Company
(Non- Compete)
SECTION 9 - INDEMNIFICATION
9.1 Subject to Section 8, each Party ( "Indemnifying Party ") will indemnify
and hold harmless the other Party ( "Indemnified Party "), its affiliates,
officers, directors, employees, stockholders, partners, independent
contractors and agents from and against any and all joint or several costs,
damages, losses, liabilities, expenses, judgments, fines, settlements and any
other amount of any nature, including reasonable fees and disbursements of
attorneys, accountants, and experts (collectively, "Damages "), arising from
any and all claims, demands, actions, suits, or proceedings whether civil,
criminal, administrative, or investigative (collectively, "Claims ") relating to:
(i) Any Claim of any third party resulting from the gross negligence or
willful act or omission of Indemnifying Party arising out of or related to this
Agreement, the obligations hereunder, and uses of Services; and
(ii) Any violation of this Agreement by the Indemnifying Party or any
violation of any law, rule, regulation, or order of any governmental authority
having jurisdiction over any aspect hereof, or in violation of any patent,
right, license, agreement, or certificate relating to the subject matter hereof.
9.2 The Indemnifying Party agrees to defend the Indemnified Party for any
loss, injury, liability, claim or demand ( "Actions ") that is the subject of this
Section 9. The Indemnified Party agrees to notify the Indemnifying Party
promptly, in writing, of any Actions, threatened or actual, and to cooperate
in every reasonable way to facilitate the defense or settlement of such
Actions. The Indemnifying Party shall assume the defense of any Action
with counsel reasonably satisfactory to the Indemnified Party. The
Indemnified Party may employ its own counsel in any such case, and shall
pay such counsel's fees and expenses. The Indemnifying Party shall have
the right to settle any claim for which indemnification is available; provided,
however, that to the extent that such settlement requires the Indemnified
Party to take or refrain from taking any action or purports to obligate the
Indemnified Party, then the Indemnifying Party shall not settle such claim
without the prior written consent of the Indemnified Party, which consent
shall not be unreasonably withheld, conditioned or delayed.
SECTION 9A - USE POLICIES
9A.1 Customer agrees to ensure that all uses of the Services installed at its
premises ( "use ") are legal and appropriate. Specifically, Customer agrees to
ensure that all uses by Customer or by any other person ( "user "), whether
authorized by Customer or not, comply with all applicable laws, regulations,
and written and electronic instructions for use. Company reserves the right
to act immediately and without notice to terminate or suspend the Services
and /or to remove from the Services any information transmitted by or to
Customer or users, if Company (i) determines that such use or information
does not conform with the requirements set forth in this Agreement, (ii)
determines that such use or information interferes with Company's ability to
provide the Services to Customer or others, or (iii) reasonably believes that
such use or information may violate any laws, regulations, or written and
electronic instructions for use. Furthermore, to the extent Customer
purchases Internet bandwidth services, such Services shall be subject to
Company's Acceptable Use Policies ( "AUP ") that may limit use. The AUP
and other policies concerning the Services are posted
http: / /www.comcast.com/business or on another web site about which
Customer has been notified, and are incorporated to this Agreement by
reference. Company may update the use policies from time to time, and such
updates shall be deemed effective seven (7) days after the update is posted
online, with or without z notice to Customer. Accordingly, Customer
should check the above weo addresses (or the applicable successor URLs)
on a regular basis to ensure that its activities conform to the most current
version of the use policies. Company's action or inaction in enforcing
acceptable use shall not constitute review or approval of Customer's or any
other users' use or information.
9A.2 Violation. Any breach of this Article 9A shall be deemed a material
breach of this Agreement. In the event of such material breach, Company
shall have the right to restrict, suspend, or terminate immediately any or all
Service, without liability on the part of Company, and then to notify
Customer of the action that Company has taken and the reason for such
action, in addition to any and all other rights and remedies under this
Agreement.
SECTION 10 - INSURANCE
10.1 Company shall maintain during the Initial Term or any Renewal Term
commercial general liability insurance that covers its liability and
obligations hereunder including premises operations, broad -form property
damage, personal injury hazards and contractual liability.
10.2 Customer shall maintain during the Initial Term or any Renewal Term
commercial general liability insurance that covers its liability and
obligations hereunder including premises operations, broad -form property
damage (including, if appropriate, flood damage), personal injury hazards
and contractual liability.
10.3 The liability limits under these policies shall be one million
($1,000,000) dollars per occurrence, with a combined single limit for bodily
injury and property damage liability.
SECTION 11- ASSIGNMENT
11.1 Neither Party shall assign any right, obligation or duty, in whole Orin
part, or of any other interest hereunder, without the prior written consent of
the other Party, which shall not be unreasonably withheld. The foregoing
notwithstanding, Company may assign this Agreement to any affiliate,
related entity, or successor in interest without Customer's consent. In
addition, Company may partially assign its rights and obligations hereunder
to any party which acquires from Company all or substantially all of the
assets of cable franchise(s) in which the Service is deployed to Customer.
11.2 All obligations and duties of either Party under this Agreement shall
be binding on all successors in interest and assigns of such Party.
SECTION 12 - FORCE MAJEURE
Neither Party shall be held liable for any delay or failure in performance of
any part of this Agreement from any cause beyond its control and without its
fault or negligence, such as acts of God, acts of civil or military authority,
act of terrorism, government regulations, embargoes, epidemics, war,
terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear
accidents, floods, power blackouts, unusually severe weather conditions,
inability to secure products or services of other persons or transportation
facilities, or acts or omissions of transportation common carriers.
SECTION 13 - SEVERABILITY
In the event that any one or more of the provisions in this Agreement shall
for any reason be held invalid, unenforceable, or void in any respect under
the laws of the jurisdiction governing the entire Agreement, such
provision(s) shall be construed so as to render it enforceable and effective to
the maximum extent possible in order to effectuate the intention of this
Agreement; and the validity, legality, and enforceability of the remaining
provisions hereof shall not be affected or impaired.
SECTION 14 - THIRD -PARTY BENEFICIARIES
No provision in this Agreement is intended, nor shall any be interpreted, to
provide any person not a Party to this Agreement with any remedy, claim,
liability, reimbursement, cause of action or create any other third party
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beneficiary rights against Company.
SECTION 15 - INDEPENDENT CONTRACTORS
15.1 The Parties to this Agreement are independent contractors. Neither
Party is an agent, representative, or partner of the other Party. Neither Party
shall have any right, power, or authority to enter into any agreement for, or
on behalf of, or incur any obligation or liability of, or to otherwise bind, the
other Party. This Agreement shall not be interpreted or construed to create
an association, agency, joint venture, or partnership between the Parties or
to impose any liability attributable to such a relationship upon either Party.
15.2 The requirements of this Article shall survive the expiration,
termination, or cancellation of this Agreement to the greatest extent
permitted by law.
SECTION 16 - NONDISCLOSURE
16.1 Unless prior written consent is obtained from a Party hereto, the other
Party will keep in strictest confidence all information identified by the first
Party as confidential, or which, from the circumstances, in good faith and in
good conscience, should be treated as confidential; provided that (a) the
owner thereof has taken reasonable measures to keep such information
secret; and (b) the information derives independent economic value, actual
or potential, from not being generally known to, and not being readily
ascertainable through proper means by the public. Such information
includes but is not limited to all forms and types of financial, business,
scientific, technical, economic, or engineering information, including
patterns, plans, compilations, program devices, formulas, designs,
prototypes, methods, techniques, processes, procedures, programs, or codes,
whether tangible or intangible, and whether or not stored, compiled, or
memorialized physically, electronically, graphically, photographically, or in
writing. A Party shall be excused from these nondisclosure provisions if the
information has been, or is subsequently, made public by the disclosing
Party, is independently developed by the other Party, if the disclosing Party
gives its express, prior written consent to the public disclosure of the
information, or if the disclosure is required by any law or governmental or
quasi - governmental rule or regulation.
16.2 Customer shall not disclose to third parties the rates, terms, or
conditions of this Agreement or any proprietary or confidential information
of the Company, except as necessary for the operation of Customer's
business and under non - disclosure agreement between Customer and third
parties, or as required by law.
SECTION 16A - CUSTOMER PRIVACY POLICIES
16A.1 In addition to the provisions of Article 16, the privacy policy below
applies to Company's handling of Customer confidential information. In
the event of a conflict between the provisions of Article 16 and any
provision of the privacy policy below, the applicable provision of the
privacy policy shall prevail in the resolution of the conflict. A copy of
Company's privacy policy is available at
http:// www .comcast.com/customerprivacy /. Company may update this
policy from time to time, and such updates shall be deemed effective upon
posting.
16A.2 Privacy Note Regarding Information Provided to Third Parties:
Company is not responsible for any information provided by Customer to
third parties, and this information is not subject to the privacy provisions of
this Agreement or the privacy policies. Customer assumes all privacy and
other risks associated with providing personally identifiable information to
third parties via the Services.
SECTION 17 — NOTICES
To Customer:
Attn: Linda Magee
City of Columbia Heights
590 - 40th Avenue N.E.
Columbia Heights, MN 55421
With an additional customer copy to:
Attn: Stephen J Guzzetta
Bradley & Guzzetta, LLC
55 East Fifth Street
Suite # 1220
St Paul, MN 55101
To Company;
Attn.: VP — Business Services
Comcast Business Communications, LLC.
One Comcast Center
Philadelphia, PA 19103
With a copy to:
Attn.: Cable Law Department
Comcast Cable Communications, LLC.
One Comcast Center
Philadelphia, PA 19103
SECTION 18 - HEADINGS AND TITLES
The headings or titles of any provisions of this Agreement are for
convenience or reference only and are not to be considered in construing this
Agreement.
SECTION 19 - GOVERNING LAW AND COURTS
The domestic law of the state in which the Services are provided shall
govern the construction, interpretation, and performance of this Agreement,
except to the extent superseded by federal law.
SECTION 20 - COMPLIANCE WITH LAWS
Each of the Parties agrees to comply with all applicable local, state and
federal laws and regulations and ordinances in the performance of its
respective obligations under this Agreement.
SECTION 21- AMENDMENTS; NO WAIVER
21.1 This Agreement maybe amended only by written agreement signed by
authorized representatives of both Parties.
21.2 No waiver of any provisions of this Agreement or to any default under
this Agreement shall be effective unless the same shall be in writing and
signed by or on behalf of the Party against whom such waiver is claimed.
21.3 No course of dealing or failure of any Party to strictly enforce any
term, right, or condition of this Agreement shall be construed as a waiver of
such term, right or condition.
21.4 Waiver by either Party of any default by the other Party shall not be
deemed a waiver of any other default.
SECTION 22 - SURVIVAL
Provisions contained in this Agreement that by their sense and context are
intended to survive the performance, termination or cancellation of this
Agreement hereof by any Party hereto shall so survive.
17.1 Any notices or other communications contemplated or required under SECTION 23 - FULLY INTEGRATED
this Agreement, in order to be valid, shall be in writing and shall be given
via personal delivery, or overnight courier, or via U.S. Certified Mail, This writing constitutes the entire agreement between the Parties as to the
Return Receipt Requested, at the following addresses: subject matter hereof and supersedes and merges all prior oral or written
agreements, representations, statements, negotiations, understandings,
Page 5 of 6
cv.8.3 / 2009 CONFIDENTIAL and PROPRIETARY
sxa
proposals, and undertakings with respect to the Bement.
SECTION 24 - INTERPRETATION OF AGREEMENT
This Agreement is a negotiated document. In the event that this Agreement
requires interpretation, such interpretation shall not use any rule of
construction that a document is to be construed more strictly against the
Party who prepared the document.
SECTION 25 - RIGHT TO ENTER INTO CONTRACTS
Nothing herein shall be construed as preventing either Party hereto from
entering into similar contractual arrangements with other parties, unless
such contracts would conflict with the performance of this Agreement.
SECTION 26 - REMEDIES CUMULATIVE
All rights of termination, or other remedies set forth in this Agreement are
cumulative and are not intended to be exclusive of other remedies to which
the injured Party may be entitled at law or equity in case of any breach or
threatened breach by the other Party of any provision of this Agreement.
Use of one or more remedies shall not bar use of any other remedy for the
purpose of enforcing any provision of this Agreement; provided, however,
that Party shall not be entitled to retain the benefit of inconsistent remedies.
SECTION 27 - COUNTERPARTS
This Agreement may be executed simultaneously in two or more
counterparts, each counterpart shall be deemed an original, and all
counterparts individually or together shall constitute one and the same
instrument.
Page 6 of 6
cv.8.3 / 2009 CONFIDENTIAL and PROPRIETARY
sgLa
Amendment No. MN- 12093 - 101110 -01 /A1
FIRST AMENDMENT
To
Network Services Agreement No. MN- 12093 - 101110 -01
This First Amendment ( "Amendment ") is concurrently entered into on October 11, 2010 ( "Effective
Date ") in conjunction with Network Services Agreement No. MN- 12093 - 101110 -01 ( "Agreement ") by
and between Comcast Business Communications, LLC ( "Company ") and City of Columbia Heights
( "Customer "), individually referred to herein as "Party" and jointly referred to as "Parties ". In the event of
conflict between this Amendment and the Agreement, the Terms and Conditions of this Amendment shall
take precedence in the interpretation of the explicit matter in question. Unless otherwise set forth herein,
all capitalized terms set forth herein shall have the same meaning as set forth in the Agreement.
Whereas, the Parties desire to amend the Agreement by this writing to reflect the amended or additional
Terms and Conditions to which the Parties have agreed to;
Now, therefore, in consideration of the mutual covenants, promises, and consideration set forth in this
First Amendment, the Parties agree as follows:
1. Section 1.2 of the Agreement is hereby modified to read as follows:
"Except as set forth in Schedule A, the Service does not include connection to the public switched
network, building wire, any Local Area Networks ( "LANs "), customer premise equipment, IP
addressing capability, firewalls or any other equipment, electronics, or wiring required on the
Customer's side of the Demarcation Point."
2. Section 5 of the Agreement is hereby modified to read as follows:
"Unless sooner terminated as provided herein, the initial term of this Agreement shall be for sixty
(60) months from the Service Date ( "Term "). In the case of multiple Service Dates, the Term shall be
sixty (60) months from the last Service Date. Upon expiration of the initial Term, this Agreement
shall continue on a month -to -month basis, unless prior notice is delivered by either Party to the other
at least thirty (30) days before the expiration of the initial Service Term. Effective at any time after
the end of the initial Service Term and until the Agreement is renewed, Company may modify the
charges for the Services to reflect then- current prevailing pricing subject to thirty (30) days prior
notice to Customer. Customer will have thirty (30) days from receipt of such notice to cancel the
applicable Service without further liability. Should Customer fail to cancel within this timeframe,
Customer will be deemed to have accepted the modified Service pricing for the remainder of the
Renewal Term. Notwithstanding the foregoing, Customer may exercise a one -time option to extend
( "Extension ") this Agreement for an additional sixty (60) month Term, upon written notice, to be
received by Company a minimum of one hundred eighty (180) days prior to the expiration of this
Agreement. All terms and conditions set forth in the Agreement shall remain in- effect during the
Term of such Extension. However, the Parties mutually acknowledge that such Extension, as set forth
herein, is contingent upon the successful renewal of the [separate] cable franchise agreement between
Comcast and the City on or before December 31, 2015."
3. Section 6.1 of the Agreement is hereby modified to read as follows:
"Notwithstanding any other term or provision in this Agreement, Customer shall have the right, in its
sole discretion, to terminate this Agreement at any time during the Term, or any Renewal Term, upon
(i) sixty (60) days prior written notice to Company and (ii) the payment of all remaining Monthly
Recurring Charges (`Termination Charges ") payable to Company within ten (10) days following
termination of the Agreement (`Termination Charges "), as follows:
a. If terminated at any time during month one (1) through month twenty -four (24) of the
Agreement Term, Termination Charges shall equal 100% of all remaining Monthly Recurring
Charges
Comcast Business Communications, LLC
CONFIDENTIAL and PROPRIETARY
Page I of 2
Amendment No. MN- 12093 - 101 1 10 -01 /A1
b. If terminated at any time during month twenty -five (25) through month forty -eight (48) of the
Agreement Term, Termination Charges shall equal 75% of all remaining Monthly Recurring
Charges
c. If terminated at any time during month forty -nine (49) through month sixty (60) of the
Agreement Term, Termination Charges shall equal 50% of all remaining Monthly Recurring
Charges"
4. The following provision is hereby added to the Agreement to read as follows:
"Portability. Customer may terminate an existing Service (an "Existing Service ") and turn up a
replacement Service (i.e., having different termination points on Comcast's network) (a
"Replacement Service ") without incurring Termination Charges with respect to the Existing Service,
provided that (a) the Replacement Service must have a Service Term equal to the remaining Service
Term of the Existing Service; (b) the Replacement Service must have monthly recurring charges
equal to or greater than the monthly recurring charges for the Existing Service; (c) Customer submits
a Sales Order to Comcast for the Replacement Service within ninety (90) days after termination of the
Existing Service and that order is accepted by Comcast; (d) Customer reimburses Comcast for any
and all installation charges that were waived with respect to the Existing Service; and (e) Customer
pays the actual costs incurred by Comcast in installing and provisioning the Replacement Service."
IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment as of the day and
year written below and the persons signing covenant and warrant that they #e duly authorized to sign for
and on behalf of the respective Parties. Except as otherwise modified y this Amendment, all other
Terms and Conditions of the original Network Services Agreement shall
t ain in full force and effect.
City of Columbia Heights Comcast Business Co}nmunication L C
Signature:
Signature:
Printed Name:,
Printed
ierrency Connell
Title:_
``
Title:
Date:
Date:
r
Comcast Business Communications, LLC
CONFIDENTIAL and PROPRIETARY
15;i>Q
Page 2 of 2
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City of Columbia Heights _
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Aleksandr Chernin
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590 - 40th Ave NE
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Aleksandr Chernin
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Address 1
825 41st Ave NE _
Phone
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Address 2
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Latitude
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Columbia Heights _ MN 55421-
Longitude
Site tames
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County
_ k
Address 1
2105 37th Ave N.E.
Address 2
Floor
Room
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Columbia Heights rm MN 55421-
Site Name:
Municipal Liquor - University Ave
County
Address 1
5225 University Ave NE
Address 2
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Columbia Heights MN 55421-
Site Nees
Municipal Liquor - Central
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4950 Central Ave NE
m
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Columbia Heights MN 55421-
Local Contact Aleksandr Chernin
Email Aleksandr. Chernin @ ci.columbia - heights.mn.us
Phone (763) 706 -3638 Ext:
Fax
Cell / Pager
Latitude _
Longitude
Local Contact Aleksandr Chernin
Email Aleksandr.Chernin@ci.columbia-heights.mn.us
Phone (763) 706 -3638 Ext:
Fax
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Latitude
Longitude
Local Contact Aleksandr Chernin
Email Aleksandr. Chernin @ci.columbia- heights.mn.us
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Fax
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a F c }T "y,w t€ct�t e 8., X6 Page of
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Customer Site Service Acceptance Document
3802995 ( 1/13/11
Date
Columbia Heights - Public Safety Aleksandr Chernin 763- 706 -3683
Customer Site Contact Name Phone
825 41st Ave NE
Site Address Suite /Floor
Columbia Heights MN 55421
City State Zip Code
IP
Information
Customer
Router IP
Gateway
Subnet
Mask
Usable
IP Block
P1�ryscal,�l��ptarr� '
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ia
Equipment Installed in designated
Engineer
Initials
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Customer
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location
Power connections secured neatly and
BC
terminated to UPS
Equipment properly grounded
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Fiber jumpers neat and properly
BC
protected
Circuit ID's and NOC contact clearly
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E2�- 0_`m, i hq /) �
Customer Signature Date
_ Please initial, sign, scan & e -mail to: Linda_Arhart @cable.comcast.com
If you experience an interruption in service the CBC Network Operations Center provides support for all technical issues and any
network troubles.
The NOC can be reached 24 hours a day, 7 days a week, 365 days a year at: (888) 262 -7300 option 2, and option 2
Customer Site Service Acceptance Document
3802812 I 1/13/11
Date
CH - Municipal Liquor 37th Ave Aleksandr Chernin 763- 706 -3683
Customer Site Contact Name Phone
2105 37th Ave NE
Site Address Suite /Floor
Columbia Heights MN 55421
City State Zip Code
3802812 1 48/KEGN/096279//0MD
IP
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Customer
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Power connections secured neatly and
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Equipment properly grounded
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Fiber jumpers neat and properly
BC
protected
Circuit ID's and NOC contact clearly
BC
displayed on/ near equipment
Customer Signature Date
Please initial, sign, scan & e -mail to: Linda_Arhart @cable.comcast.com
If you experience an interruption in service the CBC Network Operations Center provides support for all technical issues and any
network troubles.
The NOC can be reached 24 hours a day, 7 days a week, 365 days a year at: (888) 262 -7300 option 2, and option 2
6
I�
Customer Site Service Acceptance Document
I 3802932 I 1/13/11
Date
CH - Municipal Liquor Central Ave Aleksandr Chernin 763 -706 -3683
Customer Site Contact Name Phone
4950 Central Ave NE
Site Address Suite /Floor
Columbia Heights MN 55421
City State Zip Code
3802932 1 481KEGN/096281 / /OMD
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Equipment properly grounded
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Fiber jumpers neat and properly
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Circuit ID's and NOC contact clearly
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displayed on/ near equipment
Customer Signature Date
Please initial, sign, scan & e -mail to: Lind a_Arhart@cable.comcast.com
If you experience an interruption in service the CBC Network Operations Center provides support for all technical issues and any
network troubles.
The NOC can be reached 24 hours a day, 7 days a week, 365 days a year at: (888) 262 -7300 option 2, and option 2
0
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Customer Site Service Acceptance Document
' 3802888
1/13/11
Date
CH - Municipal Liquor University Aleksandr Chernin 763 - 706 -3683
Customer Site Contact Name Phone
5225 University Ave NE
Site Address Suite /Floor
Columbia Heights MN 55421
City State Zip Code
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A' '�— 1 3 � (41/ �
Customer Signature Date
Please initial, sign, scan & e -mail to: Linda Arhart@cable.comcast.com
If you experience an interruption in service the CBC Network Operations Center provides support for all technical issues and any
network troubles.
The NOC can be reached 24 hours a day, 7 days a week, 365 days a year at: (888) 262 -7300 option 2, and option 2
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