2015-142 IT - Time Warner Cable Business Class Optical Access Service Agreement Renewal

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Time Warner Cable Business Class Optical Access Service Agreement Terms and Conditions These terms and conditions,taken together with the Time Warner Cable Optical Access Service Agreement Cover Sheet signed by and between TWC and Customer ("Cover Sheet') shall constitute the agreement between TWC and Customer ("Agreement'). In consideration of the mutual promises and agreements made herein and intending to be legally bound,the parties agree as follows: 1. SERVICE. Subject to the terms and conditions of this Agreement,TWC shall provide Customer with a dedicated"Optical Access" service connection between Customer's facility and TWC's (or a TWC affiliate's) facility as further described on the Cover Sheet(the"Service"). TWC shall use commercially reasonable efforts to provide the Service 7 days a week,24 hours a day,excluding scheduled maintenance, required repair and events beyond TWC's reasonable control. TWC's provision of the Service is subject to availability. Customer may request changes to the Service upon the following terms and conditions: a. Bandwidth:Customer may make changes to the bandwidth subscription level at any service location as described on Exhibit A one time per month by providing a minimum of 30 days written notice;provided,however,that Customer shall pay the change fee and maintain a minimum net monthly recurring charge of$10,265 with respect to all service locations. b. Service Location Change:If Customer requires a Service to be transferred from any existing service location to a new service location, or requires the demarcation point to be moved within the existing service location, then (i) Customer will pay a non-recurring charge equal to TWC's equipment,engineering,and constructions costs as determined by TWC; (ii)the monthly recurring charge must be at least equal to or greater than the monthly recurring charge for the original service location, and (iii) the Term of this Agreement will remain unchanged with respect to the new service location. C. Addition of Service Locations: TWC acknowledges that during the Initial Term of this Agreement Customer may open new service locations. TWC will accommodate such changes so long as (i) each new service location is provisioned at a minimum of 10 Mbps at a minimum of$462 in net new monthly recurring charges, and(ii) Customer pays a non-recurring charge equal to TWC's equipment, engineering, and construction costs as determined by TWC to provide service to a new service location. The Term of this Agreement will remain unchanged with respect to the new service location(s). 2. INSTALLATION. Customer shall obtain and maintain throughout the Term(as defined in Section 5 below)such consents (including without limitation landlord and land owner consents) as are necessary to timely permit, and shall timely permit, TWC personnel to install, deliver, operate and maintain the Service and Equipment as contemplated herein at Customer's facilities. Customer shall permit TWC to access the Customer facilities during Customer's normal business hours, except in the event of emergency or a Service problem in which Customer may access the facilities outside of normal business hours upon as much notice as is practicable under the circumstances as needed to install, configure, upgrade, maintain or remove the Equipment and other service components collocated at Customer's facilities. Customer shall make and maintain throughout the Term all site preparations necessary to permit the installation, maintenance, and operation of the Service and any Equipment (as defined below) as specified by TWC. Provided that Customer properly performs all necessary site preparation and provides TWC with all required consents,TWC shall use commercially reasonable efforts to install the Service in accordance with a mutually agreed upon schedule. TWC shall provide Customer with a completion notice("Completion Notice")upon completion of the installation of the Service. The Completion Notice will detail the successful ping of each customer premise device ("TWC Testing"). Upon submission of the Completion Notice by TWC to Customer, TWC will invoice Customer, and Customer shall incur its applicable payment obligations, in accordance with Section 6 of this Agreement. Interconnection of the Service and Equipment with Customer's equipment will be performed by Customer. If additional testing, other than the TWC Testing, is required, TWC reserves the right to document and incorporate a change order,if appropriate,but TWC will not delay invoicing,and Customer's payment obligation shall not be delayed. 3. SUPPORT&MAINTENANCE. TWC shall use commercially reasonable efforts to maintain the TWC-provided and installed cabling, routers and other TWC-installed equipment, if any, (collectively, the "Equipment') used by TWC to provide the Service. TWC shall provide a telephone number and email address for inquiries and remote problem support for the Service. All such Customer support shall be provided to Customer's help desk personnel only. Customer is responsible for interfacing with its employees and end users. In no event shall TWC be responsible for providing such support for any network, equipment or software not provided and installed by TWC under this Agreement or for issues or problems beyond its direct control. Customer agrees to provide routine operational Service support for Equipment and service components collocated at Customer's facility,including without limitation by performing reboots,as requested by TWC. 4. CUSTOMER OBLIGATIONS. Customer's use of the Service(including all content transmitted via the Service)shall comply with all applicable laws and regulations and the terms of this Agreement. Customer agrees not to resell or make any use of the Service other than for Customer's internal business purposes. Customer agrees to use the Service solely for transmitting data in IP form. Customer shall maintain the Equipment free and clear of all liens and encumbrances and shall be responsible for loss or damage to the Equipment while at Customer's facilities. As between the parties, Customer is solely responsible for(a)all use(whether or not authorized)of the Service,which use shall be deemed Customer's use for purposes of this Agreement;and(b)all content that is stored TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL Error!Unknown document property name.