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Home My Public Portal About07) 7E Award of Contract to Spectrum Enterprise for Business Level Internet and Ethernet ServicesAGENDA ITEM ?.E. ADMINISTRATIVE SERVICES DEPARTMENT MEMORANDUM DATE: December 18, 2018 TO: The Honorable City Council FROM: Bryan Cook, City Manager By: Susan Paragas , Administrative Services Director SUBJECT: ACCEPTANCE OF BID AND AWARD OF INTERNET SERVICES AGREEMENT TO SPECTRUM ENTERPRISE FOR BUSINESS LEVEL INTERNET ACCESS FOR CITY HALL AND ETHERNET PRIVATE LINE TO CITY PARKS AND RECREATION BUILDING RECOMMENDATION: The City Council is requested to: 1. Accept the bids and award a five-year service agreement ("Agreement") to Spectrum Enterprises for business level Internet Services to City Hall and an Ethernet private line to City Parks and Services building with the direction to negotiate terms other than price to the satisfaction of the City Attorney; and 2. Authorize the City Manager to execute the Agreement with Spectrum Enterprises in an amount not to exceed $73,920. BACKGROUND: 1. Currently, the City has internet connectivity speeds of 20Mbps (megabits per second) for City Hall and 9Mbps for the City Parks and Recreation building ("P&R"). . 2 . On October 2 , 2018 , the City issued a Request for Proposal ("RFP ") (Attachment "A ") for Internet Services requesting proposals for a minimum connectivity speed of 200Mpbs for City Hall and 20Mbps Ethernet private line for P&R. The bidding closed on October 22, 2018 . City Council December 18, 2018 Page 2 of 3 ANALYSIS: As the City moves towards being accessible 24/7 to the public, the City will need a reliable and faster internet connectivity (currently 20Mbps for City Hall and 9Mbps for P&R). Additionally, the City has been experiencing slow internet connectivity due to increased access and use of websites for cloud-based applications by staff. Higher internet speed connection will help employees to be more efficient as the City's current internet service is slow, causing work delays due to multiple users on the slower connection. The solution was to issue a Request for Proposal (RFP) for faster Internet Services that include an Ethernet private line connection for P&R while getting the best pricing. The following information and recommendations were provided in the RFP: 1) Citv Hall-9701 Las Tunas Drive Current Speed: 20 Mbps Recommendation: Minimum 200 Mbps Fiber Internet; 18 IP Addresses 2) Parks and Recreation Department-10144 Bogue Street Current Speed: 9 Mbps Recommendation: Minimum 50 Mbps Ethernet Private Line Below is the summary of the three (3) bids received by the City: . INTERNET/ ETHERNET TOTAL TOTAL SPEEDS MONTHLY ANNUAL TOTAL VENDOR (Mbps) COST COST 5-YEARTERM Crown Castle Fiber 5001 5oo $4,750 $57,000 $285,000 Granite Telecommunications 250 I 50 $2,848 $34,176 $170,880 Spectrum Enterprise 200 I 50 $1,232 $14,784 $73,920 The proposed costs do not include any taxes and surcharges. On November 13, 2018, the Review Committee, consisting of the Director of Community Development Services, IT Consultant and the Director of Administrative Services, reviewed the bid packets and selected Spectrum Enterprises ("Spectrum") (Attachment "B"). Spectrum has the best-priced solution needed by the City. The proposed 200Mbps for internet connection is ten times the current speed for City Hall and the proposed 50Mbps is 5.5 times faster for P&R. The cost of one year of services from Spectrum is $14,784, but a one-time contingency of $10,000 is City Council December 18, 2018 Page 3 of 3 being requested to address unforeseen system upgrade needs of the City for the increased internet speed. The annual proposed cost from Spectrum is 50% lower than the current vendor's rates, thus saving the City $14,725 per year. The Information Technology Division goal and objective is to minimize the disruption during the transition. However, there will be some down time due to the Internet Services Provider and Information Technology Division staff implementing changeover, though it will be planned on a weekend. CITY STRATEGIC GOALS: Providing faster Internet Services at City Hall and a faster Ethernet private line for P&R, while being cost-efficient, is consistent with the City Strategic Goals of Good Governance, Public Health and Safety, and Quality of Life, Substantial Infrastructure, and Economic Development. FISCAL IMPACT: There is no additional fiscal impact. Approving the Agreement (Attachment "B-1 ") will provide savings of approximately $14,725 in the General Fund for the next five (5) years in account no. 01-920-49-4520. ATTACHMENTS: A. City's Request for Proposal for Internet Services B. Spectrum Enterprise Proposal B1. Service Agreement with Spectrum Enterprise Request for Proposal For Internet Services Deadline: October 16, 2018 9701 Las Tunas Drive Temple City, CA 91780 ATTACHMENT A Request for Proposals For Ethernet and Internet Services The City of Temple City ("CITY") is seeking proposals to increase bandwidth to two (2) of its buildings. Our contracted IT provider has evaluated the current Internet connections and has made recommendations for improving those connections. The CITY is looking to partner with a vendor (PROVIDER") that can provide business level internet access service for City Hall ("CH"), located at 9701 Las Tunas Drive, and an ethernet private line to the City Parks and Recreation ("P&R") office building, located at 10144 Bogue Street, that will provide point-to-point Ethernet connectivity between CH and P&R . Vendors are asked to submit their proposals for each location separately listing the different options available to that location. As a government agency, a sound robust internet access service is required to serve as the foundation for future CITY WAN and LAN connectivity and vendors will be required to provide priority levels for repairs and services that will allow the CITY to maintain its availability in support of government operations. Specifications: a) PROVIDER shall provide at minimum the recommended connections as listed in the attachment titled "City of Temple City Ethernet and Internet Services Recommendations." b) PROVIDER shall provide no less than 18 public IP addresses. c) PROVIDER shall provide bandwidth 24 hours per day, 365 days per year. d) PROVIDER shall have network engineering support 24 hours per day, 365 days per year. e) PROVIDER shall maintain network monitoring capability and notification to the CITY at the point of any disruption of service. f) PROVIDER shall provide web-based bandwidth utilization reporting. g) PROVIDER shall install all services and equipment included in proposal. (e.g. router and other equipment to connect to network) h) PROVIDER must be able to guarantee network availability more than 99% of the time except for outages caused by the customer's equipment, fiber or wire cuts by third parties, or other events that cannot be controlled by the PROVIDER. The CITY does allow for pre-arranged outages during off-hours for vendor maintenance. i) PROVIDER shall state the number of calendar days in which to substantially complete the project. Time is of the essence of the contract. Page 2 of 7 j) PROVIDER shall identify sub-contractors (if any) along with qualifications in the proposal. k) PROVIDER must provide a system for service requests and offer a telephone response time of one (1) hour or less and, if necessary, physical response within four (4) hours. I) PROVIDER must be able to provide usage reports upon request. m) PROVIDER must provide basic assistance with implementation. The CITY intends to initiate services as soon as practicable. The CITY plans to enter into an agreement for five (5) years. Before the end of the 5-year agreement, the CITY will re- evaluate PROVIDER services for renewal. If advantageous to the CITY, the Agreement will be extended for an additional three (3) years, then with two (2) one-year extensions. The CITY reserves the right to negotiate with any vendor. The successful vendor(s) may be asked to participate in negotiations and be asked to make revisions to their proposals based on these negotiations. The CITY is not obligated to accept the lowest cost or any other proposal. The CITY may cancel the procurement at any time or reject any or all proposals in whole or in part choosing services from differing vendors that fit the needs and connectivity requirements for each CITY facilities connection. The firm selected will need to execute the CITY standard two-party Agreement for Services ("Agreement"). See Attachment A as a sample. Please note any objections to the CITY's Agreement. The Agreement shall be the basis of the agreement between the CITY and the firm selected. Proposal Submissions: Introduction-Describe the company's background in providing service, including customer references of similar size. Cost-Pricing must be submitted for a minimum of 200 Mbps service level at CH and an ethernet private line between CH and P&R at a minimum of 50 Mbps; Pricing shall be quoted as a cost per month inclusive of any fees and taxes; Any fees the City may incur (i.e. construction costs such as extension and installation of infrastructure); and Any discounts for long-term service contracts. Time/ine-Provide a timeline that begins with the signing of a contract to when service may be available at the CITY. Page 3 of 7 Alternatives, variations and exceptions must be clearly stated . All proposals must include information pertaining to the company , qualifications and experience . This RFP does not commit the CITY to award a contract , to pay any costs incurred in the preparation of a response to this request , or to procure or contract for services or equipment. In submitting a proposal , each vendor represents that they have read and unde rstand these requirements . Bid Packages : Proposals must be received no later than October 16, 2018 at 4 :00PM. Proposals shall be sent to the following address : City of Temple City Director of Administrative Services 9701 Las Tunas Drive Temple City, CA 91780 or spa ragas@templecity . us No proposals will be accepted by facsimile . Proposals must be submitted bearing the name of the vendor, addressed as above , and clearly marked : Attn: Proposal for Ethernet and Internet Services One (1) paper and/or one (1) digital copy of the proposal must be submitted . No oral or telephone proposals submitted will be cons idered. It is the responsibility of the PROVIDER to ensure that the p roposal is received at the above time and location . The CITY assumes no responsibility for delays caused by the U.S. Posta l Serv ice or any other delivery service including email. Late proposals will not be accepted. Requests for clarifications may be directed to the Administrative Services Director, Susan Paragas : sparagas@templecity .us no later than October 9 , 2018 . Page 4 of 7 Evaluation Process: The CITY will evaluate proposals based on best value including relative merit, risk and value for the CITY. Selection shall be based on a combination of responsiveness , cost, timeline and company background. Award shall be made to the qualified bidder whose proposal is most advantageous to the CITY with price and other factors considered. Calendar: The following is a list of key dates up to and including the date proposals are to be subm itted : Request for Proposal Issued October 2, 2018 Due Date for Proposals --Gsteber-~-6 ,~1-3-Extended to Oct. 22 , 2018 Staff Recommendation to City Council November 6, 2018 Contract Date by November 9, 20 18 Page 5 of 7 City of Temple City Ethernet and Internet Services Recommendations: 1) City Hall-9701 Las Tunas Drive Current Speed: 20 Mbps Recommendation: Minimum 200 MBPS Fiber Internet 50 MBPS Ethernet Private Line 18 IP Addresses Fiber Internet Installation Ethernet Private Line Installation 2) Parks and Recreation Department-10144 Bogue Street Current Speed: 9 Mbps Recommendation: Minimum 50 MBPS Ethernet Private Line Ethernet Private Line Installation Page 6 of7 ATTACHMENT A Agreement for Services-Standard Template Page 7 of7 AGREEMENT FOR SERVICES By and Between THE CITY OF TEMPLE CITY, a municipal corporation and ATTACHMENT A AGREEMENT FOR SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND ATTACHMENT A This Agreement for Services ("Agreement") is entered into as of this __ day of November xx, 2018 by and between the City of Temple City, a municipal corporation ("City") and , a ("Service Provider"). City and Service Provider are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by request for proposal, the performance of the services defined and described particularly in Section 2 of this Agreement. B. Service Provider, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services . C. Pursuant to the City of Temple City's Municipal Code , City has authority to enter into this Services Agreement and the City Manager has authority to execute this Agreement. D. The Parties desire to formalize the selection of Service Provider for performance of those services defined and described particularly in Section 2 of this Agreement and d~sire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged , the Parties agree as follows : SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement , the Term of this Agreement is for 5 years commencing on the date first ascribed above with the option to renew for an additional three (3) subsequent years then two (2) one- year extensions , if advantageous to the City . Page A2 of A 14 ATTACHMENT A SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Service Provider agrees to perform the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference . (b) Schedule of Performance. The Services shall be completed pursuant to the schedule specified in Exhibit "A." Should the Services not be completed pursuant to that schedule, the Service Provider shall be deemed to be in Default of this Agreement. The City, in its sole discretion , may choose not to enforce the Default provisions of this Agreement and may instead allow Service Provider to continue performing the Services. SECTION 3. ADDITIONAL SERVICES. Service Provider shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference . The total compensation, including reimbursement for actual expenses, shall not exceed dollars ($ ), unless additional compensation is approved in writing in accordance with Section 26 "Administration and Implementation " or Section 28 "Amendment" of this Agreement. (b) Each month Service Provider shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month . The invoice shall detail charges by the following categories : labor (by sub -category), travel, materials , equipment, supplies, and subcontractor contracts . Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task . City shall independently rev.iew each invoice submitted by the Service Provider to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Service Provider for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Service Provider which are disputed by City, City will use its best efforts to cause Service Page A 3 of A 14 ATTACHMENT A Provider to be paid within forty-five (45) days of receipt of Serv ice Provid er's correct and undisputed invoice. (d) Payment to Service Provider for work performed pursuant to th is Ag reement shall not be deemed to waive any defects in work performed by Service Provider. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Serv ice Provider's work unde r this Agreement, either during performance or when completed . City shall reject or finally accept Service Prov ider's work within sixty (60) days after submitted to C ity . C ity shall reject work by a timely written explanation, otherwise Service Provider's wo rk shall be deemed to have been accepted . City's acceptance shall be con clusive as to such work ex cept with respect to latent defects , fraud and such gross mistakes as amount to fraud . Acceptance of any of Service Provider's work by City shall not constitute a wa iver of any of the provisions of this Agreement including, but not limited to , Section 16 "Indemnification" and Section 17 "Insurance." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, des igns, drawings , photographs , st udies , surveys, reports , data , notes , computer files , files and other documents prepared , developed or discovered by Serv ice Provider in the course of providing the Services pu rsuant to this Agreement shall become the sole property of City and may be used , reused or otherw ise disposed of by City without the permission of the Service Provider. Upon completion , expiration or termination of this Agreement, Service Provider shall turn over to City all such original maps, models, designs, drawings , photographs , studies , surveys , reports, data , notes , computer files , files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps , models 1 designs , drawings , photographs, studies , surveys , reports, data , notes , computer files , files or other documents prepared , developed or d iscove red by Service Provider in the course of providing the Services pursuant to this Agreement , Service Provider's guarantees and warranties in Section 9 "Standard of Performance " of this Agreement shall not extend to such use of the maps, models, designs , drawings , photographs, studies, surveys , reports, data, notes, computer files , files or other documents . SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS. (a) Service Provider shall maintain any and all documents and records demonstrating or relating to Service Provider's performance of the Serv ices . Service Provider shall maintain any and all ledgers , books of account, invo ices , vouche rs , canceled checks , or other documents or records evidencing or relating to work, services , expenditures and disbursements charged to City pursuant to t his Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and deta i led so as to perm it an accurate evaluation of the services provided by Service Prov ider pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) Page A4 of A 14 ATTACHMENT A years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying , at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so ; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Service Prov ider's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Service Provider 's business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives . SECTION 8. INDEPENDENT CONTRACTOR. (a) Service Provider is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Service Provider shall have no authority to bind City in any manner, nor to incur any obligation , debt or liability of any kind on behalf of or against City, whether by contract or otherwise , unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City . (b) The personnel performing the Services under this Agreement on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither City , nor any elected or appointed boards , officers , officials , employees or agents of City , shall have control over the conduct of Service Provider or any of Serv ice Provider's officers , employees, or agents except as set forth in this Agreement. Service Provider shall not at any. time or in any manner represent that Service Provider or any of · Service Provider's officers, employees, or agents are in any manner officials , officers, employees or agents of City. (c) Neither Service Provider, nor any of Service Provider's officers , employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Service Provider expressly waives any claim Service Provider may have to any such rights . SECTION 9. STANDARD OF PERFORMANCE. Service Provider represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Service Provider shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Service Provider shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged Page A5 of A 14 ATTACHMENT A in providing services similar to the Services required of Service Provider under this Agreement. In addition to the general standards of performance set forth this section , additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES . Service Provider shall keep itself informed of and comply with all applicable federal, state and local laws, statutes , codes, ordinances, regulations and rules in effect during the term of this Agreement. Service Provider shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City , nor any elected or appointed boards, officers, officials , employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Service Provider to comply with this section . SECTION 11. PREVAILING WAGE LAWS It is the understanding of City and Service Provider that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage .rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition , installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds . In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to , inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Service Provider .s hall not discriminate, in any way, against any person on the basis of race , color, religious creed , national origin , ancestry, sex , age , physical handicap , medical ~ondition or marital status in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Service Provider hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101 , et seq ., as amended , and in connection therewith, shall not employ unauthorized aliens as defined therein . Should Service Provider so employ such unauthorized aliens for the performance of the Services , and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Service Provider hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees , incurred by City. SECTION 14. CONFLICTS OF INTEREST. Page A6 of A 14 ATTACHMENT A (a) Service Provider covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Service Provider's performance of the Services. Service Provider further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Service Provider agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Service Provider is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Service Provider is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Service Provider will, perform non- related services for other governmental agencies an.d private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Service Provider in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Service Provider. Service Provider shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Service Provider, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Service Provider gives City notice of such court order or subpoena. (c) If Service Provider, or any officer, employee, agent or subcontractor of Service Provider, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Service Provider for any damages, costs and fees ·, including attorneys fees, caused by or incurred as a result of Service Provider's conduct. (d) Service Provider shall promptly notify City should Service Provider , its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena , notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding P ag e A 7 of A 14 ATTACHMENT A this Agreement and the work performed thereunder. City retains the right , but has no obligation, to represent Service Provider or be present at any deposition, hearing or similar proceeding. Service Provider agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Service Provider. However, this right to review any such response does not imply or mean the right by City to control , direct , or rewrite said response. SECTION 16. INDEMNIFICATION . (a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Service Provider's services, to the fullest extent permitted by law , Service Provider shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all liability (including liability for claims, suits , actions, arbitration proceedings , administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind , whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Service Provider, or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or sub-contractors of Service Provider, in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Service Provider shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims , suits, actions, arbitration ' proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind , whether actual , alleged or threatened , including attorneys fees and costs, court costs, interest, defense costs , and expert witness fees), where the same ,arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Service Provider or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or sub-contractors of Service Provider. (c) Indemnification from Subcontractors. Service Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by , for, with or on behalf of Service Provider in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Service Provider fails to obtain such indemnity obl igations from others as required herein, Service Provider agrees to be fully responsible according to the terms of this section . Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Service Provider and shall survive the termination of this Agreement or this section . Page A 8 o f A 14 ATTACHMENT A (d) Limitation of Indemnification. Notwithstanding any provision of this section to the contrary, design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code Section 2782 .8 , which limits the liability of a design professional to claims, suits, actions, arbitration proceedings , administrative proceedings, regulatory proceedings , losses, expenses or costs that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional. The term "design professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (e) City's Negligence . The provisions of this section do not apply to claims occurring as a result of City's sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. SECTION 17. INSURANCE. Service Provider agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C " "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Service Provider agrees to provide City with copies of required policies upon request. SECTION 18. ASSIGNMENT. The expertise and experience of Service Provider are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Service Provider under this Agreement. In recognition of that interest, Service Provider shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Service Provider's duties or obligations under this Agreement without the prior written consent of the City . Any attempted assignment shall be ineffective , null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 "Termination of Agreement." City acknowledges , however, that Service Provider, in the perfo rmance of its duties pursuant to this Agreement , may utilize subcontractors. SECTION 19. CONTINUITY OF PERSONNEL. Service Provider shall make every reasonable effort to mainta in the stability and continuity of Service Provider's staff and subcontractors , if any, assigned to perform the Services . Service Provider shall notify City of any changes in Service Provider's staff and sub -contractors, if any , assigned to perform the Services prior to and during any such performance. SECTION 20. TERMINATION OF AGREEMENT. Page A 9 o f A14 ATTACHMENT A (a) City may terminate this Agreement , with or w ithout cause , at any time by giving th irty (30) days written notice of termination to Service Provider. In the event such notice is given , Service Provider shall cease immediately all work in progress . (b) Service Provider may terminate this Agreement for cause at any t ime upon thirty (30) days written notice of termination to City. (c) If either Servi ce Provider or City fail to perform any material obligation under this Agreement , then, in addition to any other remedies , e ithe r Service Provider, or C ity may terminate this Agreement immediately upon written notice . (d) Upon termination of this Agreement by eithe r Service Provider or City , all property belonging exclusively to City which is in Service Provider's possession shall be returned to City. Service Provider shall furnish to City a f i nal invoice for work performed and expenses incurred by Service Provider, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. Th is final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment " of this Agreement. SECTION 21 . DEFAULT. In the event that Service Provider is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue co m pensating Serv ice Prov ider for any work performed after the date of default. Instead , t he City may give notice to Service Provider of the default and the reasons for the defau lt. The notice shall include the timeframe in which Service Provider may cure the default. This timeframe is presumptively thirty (30) days , but may be extended, though not reduced, if circumstances w.arrant. During the period of time that Service Provider is in default, the City shall hold all invoices and shall , when the default is cured , proceed with payment on the invoices . In the alternative, the City may, in its sole discretion , elect to pay some or all of the outstanding invoices during the period of default. If Service Provider does not cure the default, the City may take necessary steps to term i nate this Agreement under Section 20 "Termination of Agreement." Any failure on the part of the C ity to give notice of the Service Provider1s default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION 22. EXCUSABLE DELAYS . Service Provider shall not be liable for damages , including li quidated damages , if any, caused by delay in performance or failure to perform du e to causes beyond the control of Service Provider. Such causes include , but are not lim ited to , acts of God , acts of the public enemy, acts of federal, state or local governments, acts of City, court orders , fires, floods, epidemics, strikes , embargoes , and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes . SECTION 23. COOPERATION BY CITY. All public information , data, reports, records, and maps as are ex isting and available to City as public records, and which are necessary for carrying out the Services Page A10 of A 14 ATTACHMENT A shall be furnished to Service Provider in every reasonable way to facilitate , without undue delay, the Services to be performed under this Agreement. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or mail delivery, postage prepaid and return receipt requested, addressed as follows: To City: City of Temple City Attn : City Manager 9701 Las Tunas Dr. Temple City, CA 91780 ' Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service . SECTION 25. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Service Provider represents and warrants that he/she/they ·has/have the authority to so execute this Agreement and ~to bind Service Provider to the performance of its obl igations hereunder. SECTION 26. \ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the City Manager or his or her designated representative . The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit 'additional funds, consistent with Section 28 "Amendment" and the City Manager's contracting authority under'the Temple City Municipal Code . SECTION 27 . BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators , successors and assigns of the Parties . SECTION 28. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Service Provider and by the City . The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting PageA11 ofA14 ATTACHMENT A authority under the Temple City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void . SECTION 29. WAIVER. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition , or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Service Provider shall not constitute a waiver of any of the provisions of this Agreement. SECTION 30. LAW TO GOVERN; VENUE. This Agreement shall be interpreted , construed and governed according to the laws of the State of California . In the event of litigation between the Parties , venue in state trial courts shall lie exclusively in the County of Los Angeles , California. In the event of litigation in a U .S. District Court, venue shall lie exclusively in the Central District of California , in Los Angeles . 1 SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an awarp of reasonable attorney's fees, costs and expenses , in addition to any other relief to which it may be entitled . SECTION 32. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "C", is the entire , complete , final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Service Provider and City prior to the execution of this Agreement. No statements, representations or other agreements , whether oral or written , made by any Party which are not embodied herein shall be valid and binding. SECTION 33. SEVERABILITY. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 34. CONFLICTING TERMS. Page A 12 of A 14 ATTACHMENT A Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement , the terms of this Agreement shall control. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF TEMPLE CITY Bryan Cook , City Manager ATTEST: APPROVED AS TO FORM: Peggy Kuo, City Clerk Eric S. Vail, City Attorney · CONTRACTOR: By . (Authorized Officer) Title: ----==---=-----'---'------ (2"ct signature required if Corporation, Incorporation or Limited Liability Corporation) By ______________ _ (Authorized Officer) Name: ___________ _ Title : ___________ _ Page A 13 of A 14 NOTE: ATTACHMENT A SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. Page A14 of A14 ATTACHMENT A A notary public or other officer completing this certificate verif ies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or valid ity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES ) ) On --------....-==------'-'-=2=-=0'--, before me, ---,.-.=o=-J<-::-::Jr'r"!rr::-7''<T7"'1=~=-=--.r-r::c::-::-"1"<"::C=--<"=-=-ror.=r.="<---Date Name And l1fle Of Off1cer (e.g. "Jane Doe, Notary Public") personally appeared --------------.===-=,.........,==r----------------Name of S1gner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person (s) acted, executed the instrument. I certify under PENALTY OF PERJURY unde r the laws of the State of California that the foregoing paragraph is true and co rrect. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though this section is optional, completing this information ~an deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name: Individual Corporate Officer DESCRIPTION OF ATTACHED DOCUMENT Title(s) Ti tl e or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Dale Of Document S igner is representing : Name Of Per son(s) Or Enlily(ies) Signer(s) Other Than Named Above ATTACHMENT A A notary public or other officer compl et ing this certificate verif ies only th e id entity of the individual who sig ned th e document to wh ich t his certificate is attached, a nd not the truthfulness, accuracy, o r validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS A NGELES On ------.r-r=,....-----''-=2=0'---, before me , --..-.=o:-::-J<"-=:Jr"r":'l:r::--7'<r7"'1==-r=-=-..,..,..,c::-::-,.....,.,::--.:-=-=-:-T-r.=r.-::>r<---Date Name And f1!le Of Off1cer (e.g. "Jane Doe, Notary Public") personally appeared------------.==-=~==-----------------Nam e o t S1gner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by hi s/her/th e ir sig nature(s) on the instrument the pe rso n(s), or the entity upon behalf of which the person (s) acted, executed the instrument. I certify under PENA LTY OF PERJURY unde r the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand ~nd official seal. Signature of Notary Public OPTIONAL Though this section is option al, completing this information can deter a lte rn ation of the document or fraudu lent reattachment o f this f orm to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name: Indiv idu a l Corporate Office r DESCRIPTION OF ATTACHED DOCUMENT Ti tle(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guard ian/Conservator Other: Date Of Document Signer is representing: Name Of Person(s) O r Entity(ies) S igner(s) Other Than Named Above EXHIBIT "A" SCOPE OF SERVICES I. Service Provider will perform the following Services: A. B. C . D. ATTACHMENT A II. As part of the Services, Service Provider will prepare and deliver the following tangible work products to the City : A. B. C . D. Ill. During performance of the Services, Service Provider will keep the City appraised of the status of performance by delivering the following status reports: A. B. C . D. IV. The tangible work products and status reports will be delivered to the City pursuant to the following schedule: A. B. C . D. A -1 ATTACHMENT A V. Service Provider will utilize the following personnel to accomplish the Services : A. B. C. D. VI. Service Provider will utilize the following subcontractors to accomplish the Services: A. B. C. D. A-2 EXHIBIT "8" COMPENSATION A fTACHMENT A I. Service Provider shall use the following rates of pay in the performance of the Services : II. Service Provider may utilize subcontractors as indi cated in this Agreement. The hourly rate for any subcontractor is not to exceed $ per hour without written authorization from the City Manager or his designee. B-1 EXHIBIT "C" INSURANCE ATTACHMENT A A. Insurance Requirements . Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents , representatives or employees. Insurance is to be placed with insurers with a current A.M . Best's rating is an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger). Only the following "marked" requirements are applicable and Service Provider shall provide the following scope and limits of insurance: as: 1. Minimum Scope of Insurance . Coverage shall be at least as broad Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). Automobile Liability. Service provider shall maintain automobile insurance at least as board as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Service Provider arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles . Workers ' Compensation. Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Service Provider and all risks to such persons under this Agreement. Professional (Errors and Omissions) Liability. Profess ional liability insurance appropriate to the Service Provider's profession . This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The insurance must be maintained for at least three (3) consecutive years following the completion of SeliVice Provider's services or the termination of this Agreement. During this additional three (3) year period , Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage . Service Provider shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement. Any policy inception date, continuity date , or retroactive date must be before the effective date of this agreement and Service Provider agrees to maintain continuous coverage through a period of no less than three years after completion of the services required by this agreement. C-1 ATTACHMENT A 1. Minimum Limits of Insurance. Service Provider shall maintain limits of insurance no less than: (1) Commercial General Liability. $1 ,000 ,000 per occurrence, $2,000,000 general aggregate for bodily injury, personal injury and property damage . (2) Automobile Liability. No less than $1,000,000 combined single limit for each accident. (3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence and Employer's Liability Insurance with limits of at least $1,000,000. (4) Professional Liabil ity .. · . $1,000,000 per claim and in the aggregate. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be susp·ended, voided , cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice ·by certified mail,. return receipt requested, has been given to City. 2. Commercial General Liability and Automobile Liability Coverages. (1) City·, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respe'cts : liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought , except with respect to the limits of the insurer's liability. (3) Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage , l imits or other requirements, or a waiver of any coverage normally provided by any insurance . Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the C-2 ATTACHMENT A exclusion of other coverage, or a waiver of any type . If the Vendor maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency . (4) Coverage provided by the CONTRACTOR shall be primary and any insurance or self-insurance or ma intained by Agency shall not be required to contribute to it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance . Any umbrella or excess insurance shall contain or be endorsed to conta i n a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a named insured. (5) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers , officials, employees or volunteers. 3. Workers' Compensation Coverage . Unless the City Manager otherwise agrees in writing , the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied w ith . The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exh ibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the r ight to inspect complete , certified copies of all required insurance policies , at any time . 1. Service Provider shall furnish certificates and endorsements from each subcontractor identical to those Service Provider provides . 2 . Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City , either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers , officials, employees and volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration , defense expenses and claims. 3. The procuring of such required policy o r policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requ irements of this Agreement. C-3 Spectrum ~ ENTERPRISE October 22 , 2018 Susan Paragas City of Temple City 970 1 Las Tunas Drive T e mple City, CA 91780 Dear A l ex: Spectrum ., ENTERPRISE Charter Communications™' (Spectrum) i s pleased to submit the .enclosed proposal for Ethernet and Internet Services. Our proposal demonstrates Spectrum's ability to provide network solu tions that will enable the Ci t y of Temp le City to meet its technology needs. Spec tr um is comm i tted to prov id ing the C ity of Temple City with broadband service s necessary to meet its c urrent and future techno l ogy needs. Spectrum provides advanced broadband serv ices to more than one mi l li on business customers across 41 states , and we are o n e o f the l argest Ethern e t providers in the country and the la r ges t provid er in the major US c itie s we serve. Partnering w i th Spec t rum provides the foundation to open oppo rtunit y, drive inn ova t i on and deliver exceptiona l exper i ences. Spectrum's advanced technology and product innovati o ns address customer's growing demands for in c r ease d bandwidth, sca l ability, reliability and mobility. Spectrum ' is co mmitted to delivering industry-leading c lient serv i ce and s upport. Thank you for the opportunity to submit thi s proposal. We l ook forward to th e opportunity to review ou r proposal with you in detail and to implement the recommendations we are m aking. P l ease do not hesitate to ca ll if you have f u rther qu es ti ons or if there i s anyt hing else you n eed a t th is time . I l ook f o rward to speak i ng with you soon! S incere ly , Liisa Vardayou • Spectrum Enterprise is the commercia l brand of Charter Communications, Inc. The legal entities proposing hereunder are Charter Communications Operating, LL C, sub si diaries of Charter Communications, Inc. Spectrum~ ENTERPRISE LEGAL DISCLAIMER AND SUMMARY This proposal shall not be considered an acceptance of any offer by the City of Temple City or otherwise create a binding contract between the City of Temple City and Spec trum . This proposal is subm itted w ith the express understanding th at the specific, comprehensive terms under whic h Spectrum and the C it y of Temp l e C it y may en ter into a binding contrac t are understood to be subject to negotiation between the pa rties hereafter. The terms of this proposal are confidential and should not be disclosed directly or indirectly to any third party , except as may be required by law. This prop osal may assume a certain minimum leve l of acceptance of our b id. There fo re , in the event only a portion of Spectrum 's proposal is accepted, our offer may be affected, and thus, Spectrum requests to review any such partial acceptance before final acceptance . Table of Contents Legal Disclaimer And Summary ............................................................................................................. 3 Executive Summary ................................................................................................................................... 5 References .................................................................................................................................................... 9 Implementation Plan ................................................................................................................................. l7 Spectrum Ethernet Services ................................................................................................................. 24 Spectrum Fiber Internet Access .......................................................................................................... 27 Spectrum's Response to the City of Temple City ........................................................................... 29 ATTACHMENT A-Agreement for Services-Standard Template .......................................... .44 Spectrum Exception Document ........................................................................................................... 67 Spectrum Service Proposal ................................................................................................................... 79 Spectrum Enterprise Service Level Agreement .............................................................................. 81 Spectrum ~ ENTERPRISE EXECUTIVE SUMMARY S p ec tr u m Ent er pri s e ("Spec trum "), th e co mm e r c i a l bra nd of C h a r ter C o m mu ni ca ti ons, i s p l eased to prov i de thi s pro p osa l i ll ustra tin g our ab ili ty to provide the City of Temp l e Ci t y wi th co m m u nications services. We ta k e pri de in being an i n n ovat i ve resour c e f or bus in esses a nd co mmunit ies. O ur r e l ia bl e an d eco no m ica l serv ice is a natural fi t wi th your mi s sion . Unsurpassed Expertise and Customer Support A n etwork o f s p ecia ll y t ra i ned, in d u s t ry exp e r ts suppo rts Spectrum . We have around- the-c l ock, U .S .-base d b usi n ess suppor t cen t e r s an d knowledgeab l e , loca l ly based te c hni c ians w h o a r e sp ec ifi c a l l y tra in e d to hel p w ith y our u n i que needs . Ou r d ed i ca t ed wo r k e thi c , s h are d kn ow l edge, an d prop rietary syst ems a l low us to ensu r e t hat the solutions w e a r e quoti n g City of Temple Ci t y w i ll match you r specifi c and d i screte needs . W h e n yo u co ll a bo r a t e w ith Spectrum f o r co m m uni cations se r v i ces, we assign a d e di ca t e d a cco u n t te a m who w ill s u ppo rt y our se r v i ces: .,. Account Executive: a d e dicated, local ma rk et expert who i s available for your consu l tation needs .,. Sal es Engineering: tra ined tec hni ca l ex pe rt s w ho custom ize d es ig ns based on yo u r need s . .,. Project M a nagement: cust o m e r foc used experts who manage your bu ild and commun icate with you every s t ep of the w a y .,. Account Manager: you r poi nt of contact; r es pons ible for p rov id ing you with acc u ra te bi ll i ng and co ns ul ta tion o n future grow th needs .,. Network Operations Center: S pectrum s t af f th at co nti n uousl y m o nitors t he network Renewal Plan As yo ur i nc umb e nt p r ov id e r , we have deve l oped t hi s p r oposal wi t h the be n e fi t o f our expe rienc e , a nd have based it o n o ur kn ow l ed g eab l e u n ders t and in g o f yo u r r eq ui re m e n ts. Ou r c o mb in at i on of techno l ogy s e rvices and p r oposed cost , based on actual expe ri e n ce w i th t h e C ity of T emple City , prov i des an incredible v a l ue . By choos i ng on ce aga in t o col l abo r a t e w i t h Spec t r um , yo u wi l l be c h oos i ng a v endor wi th th e p r oven infras tructu re a nd e xperienced t ea m c urren tl y i n p la ce t o su p port t h e prog r a m. It is Spectru m 's o bj ecti ve t o co nti n u e our pa rtn e r s h i p wi t h you wh il e co nti nu i ng to focus o n res po n sive n ess, tran spa r ency, an d co n t i n uit y of services. About Us Acquisition of Time Warner Cable and Bright House Networks Chart e r Co mm un i ca ti ons (N ASDAQ : CHTR ) h a s co m p l e t ed th e merger t ransactions with Tim e W a r ner Cable a n d B r ig h t H ouse Netwo rk s . S p ectrum , a d i vis i on of C h arter Co mmuni ca t io n s, is a n a ti o n a l p rov i der o f s cal able , fi b e r -b ased t echno l ogy so l u t ions se r v ing m a n y o f Ameri ca 's l a r g est bu s iness es a n d co mm u ni ca ti ons se r v i ce p r ov i ders. Spect rum 's broad p o r t f o l io i nc lud es I n t e rn e t access, E thernet access and ne tworks, Vo i ce, an d T V so luti ons an d ex t e n ds to Managed IT solutions including Application, C l oud Infras tru c tu r e an d M a nag ed H os tin g S e rv i c e s offered by it s a ffi l i ate , N av i s ite . Ou r ind u s try-l ea ding t ea m o f ex p e rt s wo rk c l ose l y w i t h c l i en t s to achieve Spectrum Enterpri se 10/22/2018 Pag e 5 Spectrum ~ ENTERPRISE greater business success by prov iding these right fit so lu tions designed to meet the i r evo l ving needs. For more information, visit enterprise .spectrum .c om . Much of our growth has been achieved through acquis it ions of cable properties and the subsequent increase o f customers in those comm un ities, as wel l as deve l opment and launch of new pro ducts and serv i ces. Stand in g at th e i ntersection o f t echnology and e ntertainm e nt , we facilit a t e essen tial communications that connect more t h an 25 mi ll ion residential and business customers in 41 states . Our comm i tment to serving customers and exceeding their expectations is the foundation of our business strategy and this philosophy that guides our 90 ,000 employees. A l l of o ur serv i ces a r e de li vered over our state-of-the-art network and we back them up wit h professional cus tom e r service and support from local techn i c i ans. We are ded i cated t o bringing our c li ents innovative, reliable services, a nd responsible care. Additiona l financial information about Spectrum , inc ludin g annual and quarter l y reports , may be found at our Investor Relations portal . For more information about Charter, vis i t the Charter Commun i cations Newsroom . The New Government Network , Today Advanced solutions and services for federal, state , and local governments Spectrum delivers the Government solutions that equ i p staff, agencies, and citizens to reliably and securely connect and collaborate . A smart technology partner helps you accomplish you r mission-critical objectives . Advanced Technology connects State and Local Agencies Sta te a nd local government agencies struggle to meet mount i ng citizen and emp l oyee service demands within li mited budgets. City leaders with growing communit i es need significant upgrades to IT i nfrastructure, to mainta in servi ce to C i ty Halls , pol i ce departments, fire sta ti ons , senior centers , and othe r facilit ies to meet diverse needs of constituents . Cayce, SC, was seeking a cost-effec tiv e solutio n to its cha ll enges. Cayce needed a secu r e way to link remote emp l oyees t o the main C ity Hall network . It a l so wanted to ensure it had the bandwidth and flexibility to meet future service demands. "Time Warner Cable's (TWCBC is now Spectrum) Ethernet [service] was the most cost-effective way of linking our off-site locations to our main campus-and it was the easiest solution, too." -Roger Marini, IT Director, City of C ayc e, sc ( Fu II Case Study) Cayce so l ved their challenges and i mproved their service offerings w ith a ffordable fiber- based so lutions from Spectrum . Fiber Internet Access (F I A) circuits , Ethernet services, Spectrum Enterprise 10/22/2018 Page6 Spectrum~ ENTERPRISE and fi ber-base d PRI trunks he l p Cayce g i ve ci ti ze n s and employees bandw i dth , security , and fl exibi lity. IT Solutions for Mu l ti-Location Businesses No location is an island Orga ni za tion s w ith multipl e locations have uniqu e a nd challeng i ng commun i cations and co nne c ti v i ty needs . Sometimes the se s pe cia l requ i rements c r eate op p o rtunitie s f o r c r ea tin g e ffi cie ncies and redu ced costs by u si ng t ec hn olog ie s that provide opportun i ties t o conso li da te se rvi ces. In o th e r cases, co mpl ex network archi t ecture may be requ i red. W h e th er yo u are trying to p ro vide voice, data, Inte rnet , or video services for a mu l ti - l ocation business , the bes t approach i s to co n s id er the ne eds of you r organization as a whole. Your organizational needs , combined with our knowledge of technology and e x perience The n eeds o f an orga niz a t ion wi th a few locations with in a metropol i tan area 'v ersus one wit h hundreds of l ocations spanning mu lt ip l e tim e zo ne s are en ti r ely different. It i s essen ti a l to collabo rate wi th a par tn e r that not o nl y provides the tec hn o l og i es you nee d , but that ca n a l s o wo r k w ith your uniqu e bu siness req uir ements . Bring you r needs and kn ow l edge, a nd we wi ll co mbin e th e m with o ur exper i ence and t echnolog i cal ski ll s to h e l p you co nstru c t a so luti on th at m ee t s your unique needs. O u r so l ut i ons i nc l ude r e li a bl e, hi g h-ba ndwidth , fib er Interne t , trad ition a l a nd IP vo i ce, WA N (includ i ng MEF CE 2.0 E th erne t services), and commerc i a l video. With Spectrum , you can: Drive success by s upportin g high-speed , re liable, and s ec ure data exchange ac r oss you r ope r ation " Reac h all of yo ur locat ions through our fiber , coax ia l , and pa r tneri ng solutions .,. Reduce vendor co mplexity by enabl ing con nectivity so lu t ions to mee t your enterprise's u nique needs .,. E njo y savi ngs with vo lume d i sco unt pricing Seamlessly Integrate Your Company's Locations Create better product and services, improve customer service and lower costs Ask any bus ine ss l eaders what their obj ec ti ves are , and yo u wi ll get very s i m i l a r r e spons e s: create better goods a n d services; improve custom e r s e rvice ; or l ower operatio n al cos t s. Your goals are probab l y simila r , and the IT challeng e that presents i tse lf is to e n able comm uni catio n and c ollaboration f rom geographi c all y dispe r sed locations . In an ever-increasing competitive environmen t , how do you set you r bus i ness apart from the r es t ? The answer is s i mple . Do the same thing , bu t do it bette r. Let the in novation flow by seam l essly integrating your office locations When it comes t o c r eating bett er products and se r vices , im proving c u stomer serv i c e or l ower in g cos t s, businesses co n sisten tl y turn to t ec hnol ogy to de l iver th e improve ments th ey n eed to meet th es e goa l s. T oday, this inn ovat i o n h appens i n th e c l oud, in data Spectru m Enterprise 10/22/2018 Pa ge 7 Spectrum .- ENTERPRise centers, and sometimes via our various mobile devices. The key to doing this better lies in how wel l you enable information to flow between these sources of innovation throughout your organization locations. Seamless cloud connectivity , big data , and mobility Setti ng up an effective network to l ink all of your sites and resources together in th e most e ffi cient way r equ ires an understanding of your operat i ons and techn i ca l knowledge. Just as your business is unique, there is no sing l e right answer. If you r innovation is coming from the cloud , then high -speed Internet access w i ll be critica l. However , if mining Big Data is what d r ives your business , then a h i gh -performan c e WAN between yo u r data centers i s essential. Al t e rn ative l y , perhaps the application of video or th e enablement of a mobile work f orce with a reliable f i ber connection is what enab l es you. Connecting the sources of innovation together in a better way requ i res more than the use of the right type of network te chnology. Your network needs to be re l iable , offer high performance for a competitive advantage , and be supported by a team you can trust so that you ca n f ocus on your goals. Sp ectrum Enterprise 10/22/2018 PageS REFERENCES City of Santa Ana 20 C i v i c Cen t er Plaza , Santa Ana , Ca 92701 J ack C iull a C I O j c iulla @sa nta-a n .org Mike Fetner IT Manager mfetner@sa nta -a na . org City of Rancho Cucamonga 10500 Civic Ce nter Dri ve, Rancho Cucamonga , CA 91739 Darryl P olk Director of Innovation & T ec hn ology/CIO Darryl . Polk@cityofrc. us (909) 77 4-2525 City of We s t Covina Shawn Granger IT M a nage r-Division of Inform a tion Techno l ogy (626) 939 -8410 Do lT. ServiceCenter@westcov i na . org Spectrum Enterprise 10/22/2018 Spectrum .. ENTERPRISE Page 9 Case Studies Fr om repairs to public safety, t h e City harnesses Ethernet an d F IA to free employees to shine on tl1e job a n d in the com munity The City of Cayce . SC . has a population of more than 12.500 residents l1ke many local governments. 1ts workforce outgrew a ce ntral location In 2012 . IT Director Roger Manni began to meet this challenge by upgrading the C1ty's Spect1 um Enterprise Infrastructure so off-s1te employees could collaborate. access ema1l and share resources as efficiently as 1f they were worktng at the fiber-enabled City Hall campus By 2017. however. a new set of challenges prompted Marini to take a f resh look at ways to Improve every thing f rom administrative procedures to public safety. "Cayce employees. i ncluding police officers, can now respond to residents better and faster because they 're operat1i1g with access to resources at City-H all speed. no matter where they actually are." -Rogel Morini ontorprlso.spec trum.com Spectrum En te rprise C h llllenges Cont ain ri si ng l abor costs As with any City government. payroll 1s a major budget challenge fo• Cayce. Between t he Ci t y's evolv1ng needs and residents' expectations for new servrces. 1t was critical to 1ncrease productivity. The challenge was to do it Without Increasing the size (and cost ) of the City's workforce. Rem ove hurdlE'S that ~ept the City from ex p anding It s U >t' of c l oud r eso urces Th e existing broadband on Cayce's network suppo1tecl all the City was do1ng wrth its on-premise se rver s, along w1th data r eplrcallon to t he cloud and Mrcrosott Otr•ce 365 for email However. Mannr lacked the capacrty to add more cloud applications and have them run as . eff1c1en t ly at remote loc ations. such as the utrlrlies div1sron and waste water t reatment plants . .:~s they did for workers on the City Hall campus cut w ork order dclnys Manni says t he City's paper-based process "hamstrung everythi ng from pothole repairs to turnrng water on or off for resrdents ." Crews lost hours traveling back and forth from the freld to Ci t y Hall to pick up work orders, f1ll out work reports and hand them 10/22/2018 Spectrum ... ENTERPRISE Roo cr t·1~tnnt. IT Dire-c to r Cloent Since 199 5 Client profile Company City of Cayce. South Carolina I ndustry Government Services Ethernet Se r vices, Fiber Intern et Access. PR I Voice. Business Internet Spectrum• ENTERPRISE Page 10 Spectrum ~ ENTER PRISE CASE STUDY IMPROVING LIFE FOR RESIDENTS-USING A SI'IALLER WORI<FORCE THAN SIMI LAR C ITIES off to someone else to enter 1nto the computer system. When delinquent water bills we1e paid. for inst ance. it took an entire day for water to be turned back on Comply with FBI a nd SLED public sa f ety n c-twork rt'q uire rn e nt ~ Since the pollee substation 1s remote from the C1ty Hall campus. the C1 t y needed to make sure any cnmlnal justice information flowing over the n etwork met stringent new data encryption s t andards set by the Federal BUI eau of Investigation and South Carolina Law Enforcement D1vision. More police presen ce at h c adq unrtc r a lha u In the c o mmunity During their shifts. pohce officers had less time to be out in the community because of the hours spent t raveli ng between their substation and City Hall to handle paperwork. In add1tion. vandalism at Cayce parks was increas1ng and police had no way to track down-01 prove-who was responSible. Solutions Link l o c a tions with enc:h other an d with n ew r esources Cayce inc reas ed the top speed o f its Spectrum En t erprise Ethernet Pnvate Line (EPL) network from 250 Mbps t o 500 Mbps, wh1le also doubling the speed of F1ber Internet Access (FIA) circu1ts connectmg each location to the EPL. Now. all locat ions are not only connected to City Hall via the Internet: even off-site facilities operate with tho 5ame high-speed connectivit y to cloud-based resources as employees working 1nside C1tY Hall Equh> pol ict-subst ations wit h n ew public snfe ty toots For the pollee substation, FIA connect1vi t y was Increased to 100 Mbps to support video su r veillance 2 enterprlse.spectrum.com Spectrum En t erprise \V1lh over 10 0 technolooy emplo~~ts d1!ipetseo arou•1d •••c C 1\y, an Ethernt•l Prtvate Line solu,lon rrorn Spec trum Ent erpw;e g l v t'!. e:u ryonc a seamles,; connl'CtiOn to C1l y t-t an cameras installed 1n a nearby public park. Because the EPL b r ings all employees onto the same domain. just one PRI vo1ce circuit is needed. This accelerates pollee responsiveness because callers can reach law enfo1cement personnel direc tly and calls can be transferred between substation and headquarters personnel without delays. l n<;re .;~sc sec urity silfc gu 1rds To meet the b roadband and sccun ty r equirements of FBI and SLED encryptron standards. M<t r im superv1sed a mater network redesign that harnesses fiber's car;iaC1ty and Spect rum Enterprise network secunty features Th1s ensures sen sitive mfor mation. such as cnm1nal justice f1les. can llow from police headquarters to substations securely--but wit hout the long wait-times that agenc1es often expect when sending and r eceiv1ng encrypted data. An ex tra laye r o f b u sl n en continuity In add1t1on to the res1h e n c y of the Ethernet solution and cloud back up, the City continues to rely on its 100 x 10 Mbps coax Busmess Internet as a "bac k doo1." If there were ever network problems at the mam C1ty Hall loc ation. it could serve as a VPN hne. e nabling Marini's team to u se the off -site locations' lnt01 net connectrvity as a work-around. Results B etter sor vlces f or r esiden ts w i th f ew e r e mploy t'cs than o ther c ities The n e two rk's high-speed f1be r 1s enabling the City tore-engineer administrative processes to respond more e f f iCi ently to requests for park maintenance and repairs. business li cen ses. water hook-ups, and other City servrc es . Plus. Cayce is achieving th1s h1gh level of responsiveness with JUSt lBO City workers, about h<tlf the work force of o ther similarly s1zed cities 1n South Carolina IT c o l ts r educod by pua l11t1 9 m ore nppllc(ltio n s t o th e c l o ud Having employees all on one network g1ves Cayce's IT team better c ontrol over hardware and software configuration. In addition, Manm s ays , "m o re and more o f our apphcallo n PIOVIders are sw1tch1ng to cloud· based products. Prices for these apps have been dropping, too. Spectrum ~ ENTERPRISE 10/22/2018 Page 11 Spectrum ., ENTERPRISE CASE STUDY lt-IPF<OVING LIFE FOR I<ES IOEN TS-USIIJG A St·IALLER WORKFORCE THAN Slf.IILAR CIT IE<;. mak1ng them rnote atllac.ttvc than servet·b<tScd ·'PD While hL' s.ws that h o.• ho~sn t yet bouctht 111' lilr.t phySICal .ervc•t he's no longer womed about slow CCH1rh?Ct tvtt y mak1ng tl dtff•cult to use •.loud-based tcSOt Hces e ft tclently fh-t• •ookln'J Llt movtnq some of the C1ty s ftle storage to the cloud .JI011\I \'lOth evaluat1nq new opuons lot r111.~n.:tal ann pul>ltC safety appltc,lttons. ~l ore t u nu l o c u lcd o n se r vmg t ltltdt'n t ~ M td l t'SS t h u e sp nt o n J>iiP• 1 w ork Armcll Wtth ltl)o•t tlroadhand th~.o Cit 'I IS 11.:'-CII~~nt..·• ltl1q rnJn~, .JCirrurU~U' :1t1Vt:' f)f0Ct..?~S,:S F"or 111~tance crews r~a~11nq ::atl!r rnet-=r s. dnd r cPilll "•U ·:1ater ltr-cs no lonuer have to tr.,·,el bad .1nd fo• til to (tty H 111 to twn tn complt'lo·d ·f(>i.l r,•port tn<1 ~ tC~ liP nev1 b(lltht . .r uf work orocr-... lnsteilcl, WOI k 01 th.:rs <:dn bt: diSJ)otched tv laptops "• \'lOt ke• s velllclo.'> on a faster " -gt•nc•ated bas1s. Workers can cornolete reno• ts 1n the f-e•d entt:nnq 1nfo•rna11on d1rectlv tnto the computc·r Wotk ordets don t ptlc up. \•:orhc•s con1P .t.1 ~C more JObs each day ancl tile""' son who ust:O to enter complf'teci·tob report~ rnto the compttlct has t11ne ava1l:1t1le to foc us on new 1111tlatlv0s \'lftl11n the u t ilil ll'S diVISI011 Lowor oporattng cos t ~ "" t tu qfh 1 s c u llty Cayce sIT te-tlll found th,lt trrng all the loc;>tiOtlS together reduct:d the cost or fl,Wif1CJ people worl< <11 rernott? sit~s It '--dso -..•lunmuted the secur1lY cancer ns of r ,JVHl<l t:mployees use pet sonallnternet and ··mat I to concluct ofiiCi<JI C.tty husmess I rom the f1eld 3 en t e rp rlso.sp ec t ru m.co m rt 0 ..,] Sp ectrum En terprise Gre eter polic e pr es e nce 1n the c ommum t y Offtcers spend mw•• t1me out tn Ctty neighborhoods Thl!tr tnps to the public S<1ktv fuc11ity on the C1ty Hall campu~ ate' mtn1mal Officers f1le •epons qet tnformat1on and collaborak ,•:1th t>n·campus personnel dtlel tly l•orntheH substattons "O u r b1gge st cost IS labor. Our Cit y has m<~cle <~ com rnttm ent t o m v es tmg money m t echnolog v so t he people we have c a n be more e t flc1e n t Bec a use of ; Vl)ttt w e 're domg w1th Sr1e c ttum En terprise we CcJn acl;u st o w adrmmstrat!Ve procedure!:. and t ake mot e advantage of t he technology we have " -Rogtt H tulnl llll n d e rr m h <t l l sn ur. n , duced Because Cayce~ pollcr: ',ubst.t tlons are on the EPL. HnarJeS l•nm vrcteo cameras 111 the par t are 11 ansm1t ted CIUIC kly enough ~o c tf tCH> c ~n mon1tor the PdfkS rn tt'd1·tune Footagt: •s also rl•cord•·•i on .J DVR so 1f tnere IS van<1.111~111 or probrerns 111 the park ,1t any hour pollee can go back and Sl!l' wllat ll .. op~n.:>tf For parks that aren t nt'<lr noilr.e substations. Snect• .un Enter PtiSo: connectiVIty t?nables pollee to ac(ess secunty camera recotd1ng5 Vhl the Internet We can f1gu•e out who the bad guys are. Marrn• says That·s somethrng we coulcln t do be tore " 10/22/2018 C un ttnu<~l un pr ()V tom e n t From letlln<J res1dents know dl)otrt bOil Wdtet .JiettS, to 91VIf19 rep.w crews fast <tCcess t o Ctty m.,p~. Cayce~~ cornm1tted to provtdlng tho: technolog•, workers nt>ed to do an outstandtng 10b serv•ng rcs•t.lents Than~s to our Spt:ctrrml Ente• pn•.e solutron. Mar1111 says ne1th.:r performanco: nor 1nnovat on 1s limited becau~e \'le 'e runntng out of memury. computo:r •,pJCt'<H banci\'IICH 11 About Spe ctrum Ente rprise .pf ~t 1r1 £ntf•FI ri':.C ,) O,jft Of C h~Htt•r Comrn 1r n .lt Of'\!. ~~ l) r,.:u on~'ll J IIOVH:f(lf ot sc..,l~,l)lt. llbP.r·tM'lt:'cJ t_.chnoloqy sea 1t :.m'" servtll' 1 f1 Ofl'/ <: t An 1eF~C'ol s t ''q•l'i~ l>IJ~tne S.E'S .jt f)S,CPf\'l(t•("•fOVdMS tru'n E"terpr •"' p • •tel '~ r:gt~qimM14fJfiO ~··lVI •• sol J~rons 10 u 1·1""9 lflt•·rnPt ~ et·SS [tt Nne' CJf'd n V'la~· d fi tv.orV S.• r•:rc••s \o ce l1fl I TV SOilJ~~ns. r 1 J'lO<W<..I Appl ell 011 (h.lUI"J lr.lt '\ .(f iJC(IJfP CHHJ (·l,;fli'J J••tt ~h1ct1n J SerYil~'S Chll '' dust•}"·leatl•''~ lt ''"' uf l';o., .vr t s .·• od s l lo~flly v.·1th (I etlf.l) t·> .J flit ·•·• !JII·.)It r t u,.•ne-u s•JCCPS'.i t1y rrov J' q so:u••ons dPSt '' ··M lO n·.r-.::o• !her t\JOivu q nl! ... Is for 11 Ott" ln'oun~Jtr t1 v s: t'"r tt-•r t r. so,•ctrurr com Spectrum .. ENTERPRISE Page 12 r':' ,(1 .MJ nec w orx SllfJP Or t • ~~ _4 7 • ~I serv ice<. c"d l':r11' h cu·l ri'"''·ftl! 1 n ur • <•'1U public safet y b y .-,peed lng up 111 ~-'' c...:n b e accessed T ,._ st-t;rtective € 'ab ."'S H1 cl algo to rn ake o p erational c uts wh1 le 11'1 to "'vp=u cl <:er vr c e. a nd provrdes the at)ilit y to • rt.. 1 o·c: s .e s ~u cn as resourc e ceme,-s rn 'ural areas. in ,ust 20 y ... ·~IS, tht:-POOL1.:t l :on ,.,.f Hid.:-119(• Co 1n:;,' Tt:xa<j. has dOIJblt::c from ,100.000 tc, 800.000 people. wh1cl1 n"' m.:H.Je It one of U1e la rye>t count1es 1n all o1 T.:xas. \Vni'e demand for the connec tivitY or cliniCs and conect.onal fJcd1t·eS 11as soJred. county ,.,venue<; nave not. County CIO Rcnan fhrnue: notes that the count I' 1sn't see1ng revenue growu1g like It U>eCI to. W1l11 ser v1ce to C1t 1ze n; on the line. Rarn1rc1 IS const ant ly 1nnovatinq to '1ncl ways t o l<ceeo 1nformauon fl OWing f·,etween rlispersed facllitie<; while emo01'.e11ng t nou:;ands of H1oa!go .. We \ e had t o make o pe1 ac·onal cu r~. Th e Spec rt ,un Enterpnse solut!(Jn has {)een mstrume ntal m {th e c o unry] IJemg a1Jie t o con t mue t o p rov1de t h e serv1c es t h :lt IVe ha ':l e , d o ri1em o.:.t ~er at'CI expc~ncl . · -Ren4n Ramhtz ente rprlse.spec trum.com Spectru m Ente rprise Cou'1ty employe.es lO wor • .even mor e prooudlvcly H-= c:•"'d•ts h1s partnership w1th Spec tn.om Enterpr ise as Instrument al 1n neiPIIHJ the: cou n ty ma1nta1n ex1s t1ng services and o ffer VItal nev: serv1c:es desp1tc;, tl1e t1ght budget frarn<>WO'I A n e two r k and rn t t ne"h iP b u ilt t o sea II',,, ~h a ll cngcs a n d oppor t unities aro se H1dalgo County's PJrtne!ShiP with Spec t rum Enterpnse st <l!'ted •n 2011 when Ram 1rez need ed t o con nect 25 Women. Infant ancl C.hilclren (WIC) cliniCS omo the county·s ex1stmg network At the tune. t he s.:rv1ce p rov1der coulo not o ne• serviCe to the many cl1n1cs locate<1 1n remote a r eas . The ser viCe a r ea footpnnt Ill the reg1on off er eel by Soect rum Enterpn se made the partnershiP a ver y aw·act•ve p t·opos1t 1on for Ram1rez. Scalob1l1ty of the Spectrum Enterpnse Eth ernet Local Area Network (ELAN ) o rov•cl ed a cost- erf,clent solut,on to connect all 25 clinics t o Hidalgo·~ county net work. A yea r later. the W IC proJect was so successful that Ram1rez moved the ma)onty of h1s c ucu1ts over to Spec t rum Enterpn se. 10/22/2018 Spectrum ~ EN TERPR ISE Clie nt profile Compan y H idalgo Count y. rexas Indu st r y Government se r vices Ethernet Local Area Networ k (ELAN). Eth ernet Pr ivate L 1ne (EPL). Fiber Internet Access (F IA ), Fiber PRI Phone. Busmess Class Phone Spectrum .. ENTERPRISE Page 13 Spectrum ~ ENTERPRISE CASE STUD Y A r BER·RICH I <ET WORIC Et~ABL ES H IDALGO COUI lTV TO H EET I lEEDS T HAT ARE GROWifj(, F ASTER THAN REVENUES To day. a 'ibe o Spec to urn Enteo pro se ELAN solutoon connects 43 locatoo n s wtth l)anrlwoclt n rang1ng foorn 5 t-lbps to 40 iviiJPS. c:lepenchng on so7e 01 .::ach ioc 1toon 20 Mbps, 100 i 'lbps and 200 MIJos Fober Internet Access (FIA) o:Hcuots orovod.:: l1igh -spe.::d symmeto•cal upload and downlo.:~d connectovoty at th•ee cou nty o ffo c.:: locatoon<. Aclditoonal Soectrwn Entt:• pnse serv11:es onclude two 40 t"loos Etherr .:' Pnvate L 1ne <EPLJ p otnt ·to ·I.•Oint CII CUi tS tnat conn~·ct to the <:leota center for data ,.,,plicauo n. n on.: F 1beo PRI CIIClllt s ancl BIISII1<"'•S Class Pt1 on\.~ lint:~ ot 6Ll ~1 cla :go County f ~•Col·t·t:s. II>Ciud-ng clonocs. th.: court, couccet•Orlal s~rviCt:>S Cl:\(1 IJIOIC' Rurnue~ PO I'>t s out t hatot's not liSt oif•ces tnato eqLur.:-connecwllty· "We \'e 90t tO lognt LID (P l<:Ch dlliL S} shui)S and Wd r ehouses b ccetus~ thev no::ed a lime clock. phones. ancl In t ernet tll•'rt:'s much moo·,, r lemancJI" Fobeo s lxmclwldtll and scalal)lllty a o e key 111 heloong Ram.rez r espond quoc~ly to l<e.:p county facihroes connected an(! eff1coent. H 1qhe1 b.m clwlcl lh low er s CO<.lS <.OIIIl lt~ Vl d f The effiCiency of t he Spec t ruon Ent emns~ ne t work 1rnproves proclunov 1ty on every a spect of co11nty operauons f.1 ,1rn or.:z po1nts out th.1t "tilt" ra .-t tlvH W<' C¥l loaa a page rastt-1 <tncl 9t>l t o Nhcr,;~ w~ nc:.:-d to go [online] w otllout w.:lltong IOclt:flnil CIY lll)J)fOVeS ma"lPO'.VCf "In bwlcling out facilitie s [espectal'y) m temot e areas. the rela t ionship we h a ve l l'tt/1 Specrrum En t et pnse has allowed us to chanoe ancl r eact fastet .. -R~n~n Rt\mlrez e nterprls e.sp ectr um.com ~ "·' uu. He adds that f.:~steo a n d dedocated Internet connections also enhanc e public saf ety A;; an example he c1 t es how "of police are do1ng a lookup on somebody who could ootentoally be dangerous and the web page times out . we have an 1ssue They need to fore up and have [t he: rnfoomatoon they need]." In add1to on t o speed. Ram1rez g1ves too marl<s to the reltabohty o f the Spectrum Enter p ose ELAH co r cu1ts· That's t n e kin(! of rehab1hty we need-where 1t·s not even a iac to r rn p lanntng" because the connection 1s so staiJie Turning "m o rt.> f o r l e~s " into exp a nde d se r vH;es f o r Hidalgo C o unty Ci tize n s Ramrrez affu rns that cost >S someth1 '1g we ao e al\':ays loo~ing at 1n government. [Wotll Spectrum En teo pnsel. we e -rn cfu 1nooe. w1tn more reliability, a oetter r e lato o nshiP and more flexoblli l y-fo o less" St 1ll. cost eff1c oel\c y IS JUSt part o f the equat1on ·We have more people getting marrred. gett1119 ao rested getting tickets. ft hng cases-how do we meet those demands;. For Ramorez. Spec trum Enterprose f1oer solutio ns contonue t o provocle the answeo "Fiber." he says. ·g1ves liS the flex1b 1hty t o .. say 'turn 1t [banclwldth] up ... But even now Ram1rez can use the e.<lstrng banclw1dl1 1 o f hiS FIA servrce to reach out woth new servoc es. such as equ:pp1ng resource centers on some of H:dalgo Count y's unclerp o r1ileged commun1toes wotn computers and hrgh- speecllnternet access. W1th h 1s Spectrum Enterpnse account team. Ramirez regularly hra1nst orms ways to acldress emerg1n g trends and demands Ramirez values thos partner shop and the fa ct that wnen 1t comes to the rlexobol,ty he needs to expand and 1nnovate. "the Spectrum Enteron se 1r\rrastructure IS. set uo for t hat .. Spect r u m Enterprise 10/22/2018 About Spect r um Enterprise r.~ !turn("t~ ;If'<:' dP,;)nufCt'lorter a:omrnunl• Ji OOS IS 1.1 noltiOfldl provtdN ._:.f scalaote :tb~r~b.1sed tt:-chno!og~' so!ul tl''1'• ~ ... , "'"iJ '1 .'\ny of Am~ncds larg<..l.l)( bL.S·"'t'S'j\1$ 1no tornmuntcattons setvtc£• Pt ''• ~~ro:, 1 '1t-l:···vo.::.l SnPctrum Emt.•rfHt~f· p r t'•)!I•J I')C I·JCJ•··:.. ,.~tw•)r~ tng ancl rnlH'Ial)nd swr. c.::or J ' '1S 'l('bd:l"\g lnt~rnt-t a <.e s Etht·tr•~l .r o f·l\!•wgP:I U~t· •. ,()"}.c -:..:•rf.l c~~.~s '.OICt. ~'hi ... v soluttons t"1"nllgcct Aopucut.on Ctouo lntros:r~Jcture ar.d :-1.J:,...¢ -,, ... , t-i1 s:11 ·'.:J So:;-f•o~~c~~ OJr Jnoustry- lec:teltng ~ . .,.,,,, o l··~lt'rt':. ,•:ot ... s clo~ely With r.n~nts to ~•L')II;).t:· gr~:ate r bus1ness SlKCess b; r r~.-")fll'l) sohH1ons oes1gn•?d to rnN:·t ·no:o;r .:~·:,)1".'11'19 n,1.-!t'1 ;. For more 1nformauon 'VI~;t t·'Jtt•fOri!:I(·.~I -"'"'CtfU'l't (Orfl Spectrum ~ ENTERPRISE Page 14 II l'H,/ hll~l/11 ~·· l)\Vfh IS )t'l.'~!llJ t I ft:'llldll/e tl 1 II lllnt:f•LilY I~Off\ltHHl,('/ CH till!'LJ tru tl.Jrh n\ (G!nllton\"/L'r-tlth C nu11<11 tl( l) fl .•. nonorofrt s IIHSS/llll \"hi lO 1)10'' Ut~! IIHitJ q J/ (1 tc, t•niCdl .)~ 1Slt~ru4t.' for H,vlt~,n-t ·~· 1!0 t:ntt.•rpiiS•.O!. Over t ·n,: H C s n r , on L''.'OIVt 1 (1 lCI llChH..Ic.! the ciCVdOJirJH'Ill or fi._H t:f11 hll 1/P!SSt.l<i ulld llS rt:~Kil n t ~ Bv .'01'.. hn\':f•ver HC< v.as ~lr 11'1'11rnq :t,~lt ntlltl:ttt"·rf t••ct•r•oloq•/ h~t nl.icle ' lll(lt'.:ISifVIIy dttf Utl lO !t!O"ldlll r ,•lt:'Vdnl t'l i,q,t at s~ lie, oc 11 rn, I ·' .:1nd tt•· t rltJ ~·· t.: 1t rrvo •lt•on ;,ncJ '-~ciucauon tUl n1nq r=-r"'n o, rnl:nt ..111(1 (Of1111lUP1l V t;rl(lath.:rt·t.•r.t "/\lp /) )L/ (I Ul II ll '• 'f, t•S IJecou •' >' tJtlf \' t nc/Pt ful S!Jt lttllll D,teu)l se :,ervr es. Jn II Vt oc. t rc~fly oc .s rnOtt' nn • r) ldl n!t-'CI!o d(J(/ L/f;;',,t/) I IS fcJ(/'1 I ( Otn ) J/)/C lt!OOS f)/dn. .. -Tbrn t:n a Ht\lll m&n enterprlse.spec trum.com Spectrum Enterprise Untor t rnalt:l t 11 I•Oill J/tlfll \'.d'", loCMI!Cf <n .m uitl h Hld•rl<t'.'<llil no cl CCt'~C:.. tO frllel 0 ll.1 rn(l IJtiOnL' s~rvu. .. t" ran on .. , Til fl\ \'Jht•lj fdrT"·\.~Ik,t H on DO oro as HC C hnt!S unct lntf'rn• I \'.'t'h tr~ Qlll"~fHI\' clo\'/n Ti11-:. 1H1t ''nly rl l lJl!('tJ nu~uress oper a t rons. rt frt• cl I 1 . ., l>•rilllrn<:(s $(•CLH!ty c'loleVlllOI llfV 1li'IJ c"nletnt"nCY o1.1nn st, stt.~nlS In 4H..I'11tiOn. s Ot.t: tilt. r 1 ~nr t•tt~ct tt 1e I 't.ct fr..~tj(.)r t(_ r O'l•• • to t c-,olt lhtt· locauon thc1t o'fll t• ·.·.otJIO ctlsn <I•) cl own Halhrnan t>t• ~Jtn~ frustrJh:d t)CCUUSt: tflt~ fl\,1101 ty Ot hl.'l t1n1t-, \VrlS. spent trackrnu troubl~ !rr.lwt•, <t lllllllj f rt,lr With fll t I I ICC prt.'Srdent .orr<l CEO Dr Jo~eph Ta1t q.we H.1llrr1 lr ti ,,. IJO·.lho:.:;<i lO t.-':J)IO r(~ OOlt(IO<" II hl<hn J IOOr I 1\] lor ways to"""'' f liN t.rouqht to thl! nerghborhood Srl•·ctrunt EnterprrS<' V/Or.:ed clos<!ly •:1111 HCC tv rnstall frher-openrnq the w.w lor HCC to t-lrr y out t mr sron 111 all·r1<·w ways Ourrncr the trrnc rt to>ok for the frlrer CO i lSlllJC l iOn ~0 ht• ((lll 1plt •l ed the Spcc.tr urn ErllCil ii iSt.' dl lOUIJt learn 10/22/2018 Spectrum .. ENTERPRISE Cllonl Pr ofile Company Harl em Com monwealth Counc il Indu s t r y Nrrnpor l rt Comrnunrty-Based [ r(liiUIIrli I.) 1/eltJprnent Services [tl "" 'rr dl<' Lrn• (Ef'L). f tU r Int ernet ACCI'SS tFIAJ. PRI. Spec tr urn Busrne~s Vorc•'. Sp trlllll B•1 llless Internet Spec trum .. ENTERPRISE Page 1S Spectrum ~ ENTERPRISE CA SE STUDY FIBUCS SCALABILil Y KEEPS DATA FLO\'/ING Fl\5 T 1\S i·I~1C CORP ADDS OFFICES I\ I •D JOB ',llES I IIITION\'/1[>[ Wll~ dhlt• to PfO'.'IdC 3 tl\ll('l llt..'t~rtcd mte111n .:.~')hill lr ct hl~hly SUtbh! 3S -~ 5 Mhp •:..p,•r tr 1111 BU'jtnl'SS lnk'rnt~t CO! fll'Ctron I du•_. rRt VOif"e C"t:fVI(l' lO tllliHtlVt..' r.tll qu.tlil1 .. 1nd rt.:·dutl~ tilt! Odd 011 I ilL t•rnt..'I(_JL'rlCY ~ySIL'III'J Tlk llltt'lllt'l S•'' L..: cn.tl>led HCC to llll<llo~Cic lit• lunct•onal•tY of ItS c·•~!lnq cornput<:r tcchnoiO<JY l.1n to ';tiJ)()r)lt <1 lliiOt IOb·!lolnlll<J prO~I'dffi. \'\for~ r·!nv~· Old( h.lcJCht'•S lt•r.n«; tll!d younq l· 1\Jit.. lnthJStry·$rh.:C,ftL dnt.l chqlt.ll lllL'dJ,\ sl<1ll Tl1e ij JCcec~, ul 111os polot il''-"1'•"11 enobl..:rl HCC to nldkt~ cl S.LIC,.t.:'.)t',flJ ltUSirll' lllSf' .. and \'.1111 I Uf\UIIl9-fOI ldtll1thon<J wchtloll.11 tl:'_III1U!I..191• ,JIIV Cfldbfed progr,tlf\S DY IJJ•It ·tdlflll tO ftbcr-l>t1A . .'rl 11 tell it ' ,., \' CL~ Once.~ llhc•r COIIC'"(tiiCtron ·~'HI ~ con,plo't•'cl H(l. llllfl'dll:(J ots PRI L'l vtu: tu lthL·r t~nd Spectrurr Ent•:"t 1 >ttSt' HlSlc.lllt.:CI t.~n Ether net P11V<1k I.IIH~ t[Pll C:lllllll .lloroq 1'11!11 .J Ftllt" hllL'IIId Acces~ (FlA.) ctrn111 uff~rrnq 30 f·llt>S.tY S~·nll"ll t'{fiCdl ~·tr,d d~(l!(dt'-."'d lntt~rnt.•t connt:>~~..ttVIlY £:tlu 111 1 turn l har.-d dri V< mlo 11 11 e ll re o nl coll .lborAi l Vt toul Tlk Etht llld' onn,~c ts HCCs m.Jon !25th St•ed headquarters woth Its Vvasll:IKll<"' lll'l(lhl~ locatoon. ldllylng fol..:s CRM system functoonaltly phone Se i'IIL<' olllfll'fll,lll Woth II:POI t~. rxcel docunlertt~ lln(l o~hc:..r bltS!nc~s J~·~t:ts 01\ tht.' ~llol'L'tl dnvc• of th(" s.:rver and ¥ces• IJI.• v 1 the FIA <.·rcuot H.:;lloll m SdyS You CiJn I h.~ tn on~ offiCL .. but o..•;l ,,~n you q\) to the Otller ott ICC cJnd 0J)L·I1 tht rllcHt d dri':C CVc•ryttung j'OU OUt tllt'IL' ':. l·H ... Cc.!",~.IIJIC .. V\IP ·,,' Ill d plr!< (:" l '. tth Soectl(ll n EnteiJJitSe 1vh,,,e H e·,e -.ats1r1ed ancl all ow nr>f•CI'> are met.. .. -Tamel ~o Ht'llltmftnl e nterprlse.spec t rum.com Spectrum Ente rprise Th ~ h1yh l y st.obll' nii!IWo tk c r r11 t 11s 1111 nl I b nnrlw1t h Hillhman os clehght..:cl thdt tl1t: Spectrum Ente1 ~)liSe ~olutoon g1ves HCC new wuys to dCicll ess the cllangong needs <~nd lh~II10CJI.JPhlcs of the Harlem cornrnunot y She notes that wtth f1ber f>RI FIA .mct Ethernet Serv1ces she lldS onor<' IJandwiCith and rnooe mcnt.JI bandwor1tll We don"t hilV<' to won v .:Jbout somelhong crashing u1 qomq down." she explains. wlucr, rne.1ns she spends far less tome W0:.1t1ng her IT hat <ond fao more lome '''PI01il1lf way•. to usc soc1al med1d, tc<long .rrllllnternet conroec llvoty sl1 ah''JIC ,,tly to engag,, With the Harlem COHHn11noty Conn ecl •vo t y o rn rrts n e w porlne rrnq opp o rlllnlll ll!i Usmg fober s cooont CtiVIIY and C<~paCilY to support 111110\lolllon HCC os buddong a technoiOHY Plill f01 m ror ktuncn.ng nt:w proq1 ilms to 1)enef1t the communoty Wolhlhe technology ktb, for cx.:Jmnle the vVork Now 10b t1aon1ng P1091arn os tusl the begonr•lll!J H,lllu~tan .ees poss1b1lltoes ror USIIIlJ the lab to serve h1gh schoolers r 1ollt•nnlills .Jno even older Harlem r..:· l'i'·nt< by ueatong ·rnl;.;lnshop proqr<tll1S-Ont.!s we do t1ere Internally oo connec!lnq Wi t h partners mierested "' [p10grams] to encourage peopt.• of r.o1o1 to go onto the tech f1eld The Spect1um Ente<PIISt.' solution os a key pdft of HCCs ongo1ng cvolutoon HCC's c.:.pat uht y to opltmally se1 voce the n.•ecls of 1ts commu111ly by provodong new programs and explo11119 new partnershiPS os dep,.ndcnt on Spectrum Ente1 pnse cont•nuon<J to be a dependilbl..: vcnclor 10/22/2018 A bout Spec t rum E n terpr ise f·• £ '• I •• l l'' 1 Spectrum ~ ENTERPRISE Page 16 Spectrum ~ ENTERPRISE IMPLEMENTATION PLAN Spectrum has detailed processes in place to ensure installations occur in a timel y fashion and to yo ur timeframe . Upon aw ard of the project, Spectrum will meet with your technical staff to create the project work plan . The w ork p l an will i nclude an assessment of site readiness with specific re co mmendations based u pon site v isi ts . Spectrum w ill jointly prepare a project wo rk schedu le with Banning Uni fie d School District, identifying key project milestones. We will assign a team experienced in designing , implementing , and m a inta i n la rge -scale ne two rks to this project . We dedicate in-house project managers who wi l l be the point of contact for the project l ife cycle. Our project managers understand the im portance of meet i n g d ea dlines and satisfying customer expectations . Spectrum operates with a team concept. We ensure work is c ross chec ked and resources are available to provide ba cku p support, as needed , and tha t are k nowledgeab le in the processes and procedures used in this project. Upon completion of the construction, the project wi ll be ha nded off to a local Network Technician w ho wil l install the Spectrum equipment , as a ppl i c abl e , at each respective Banning Unified School District's site . The Network Technic i an w i l l wo rk ·w i th the Network Operations Center to verify·connectivity and to pro vision the co rre ct bandwidth . We will notify you once installation and testing are comp lete , and service is available for use. Spectrum's implementatio n plan is an estimate only . Actual dates and per i ods may vary due to, but not limited to, in c lement weather. So long as Customer properly performs al l ne ce ssary site preparation and pro vides Spectrum with all required conse nts , Spec trum shall en deavor to meet the Customer's desired installation date. However, due to time co nstra ins which are required for construction , designs , pe rmits and v arious other factors , Spectrum wi ll only commit to an estimated timeframe for delivery of Service. Spectrum 's implementation go al i s typically 90-120 day s , howeve r , upon a w ard , a more accurate estimat i on wi ll be provided once a project team has been assigned. Spectrum shall not be l iab le for any damages whatsoever re s ulting from delays in meeting the estimated se r v i ce date due to delays resulting from normal installation procedures or events beyond Spectrum's control. Spectrum Enterprise 10/22/2018 Pa ge 17 Spectrum ~ ENTERPRISE Sam p l e Imp lementation Timeline Description Project Initiation Project Initiation Project Execution Project Execution & Control Project Execution & Control Project Closure Resource Internal Internal External I nternai/External I nternai/Extern al I nternai/Externa I Mainten a n c e and Support Operational Support Result Project released to Service Delivery . Project manager makes contact with Customer Internal kickoff design I BOM review, develop deployment strategy , review timelines, risks, project mater i als ordered, construction tasks begin External kickoff call wi th Customer Recurring internal/external project meetings to update status , review action items, and go over project risks Weekly recurring inte rnal and Customer project meetings , mate r ial rece ipt, fiber construction activities, facility bui ld -outs, core equipment deployme nt , p ro v isioning , risk mitigation , CPE dep l oyment , test and turn-up for sites that become ready Test and turn-up documents delivered to customer, CB NOC enrollment for monitoring Time Duration 1 week 1 week 1 week 1 week 4 weeks 1 week Critical to the success of any network is the ongoing operational support that you r organization can expect . Spectrum's support includes: Technical Support, Mon i toring and Maintenance Spectrum pro v ides 24/7/365 proactive monitoring of t he service via Spectrum 's Enterprise Network Operations Center (ENOC). Reported trou ble s are escalated within the ENOC and to local network maintenance and repair technicians as necessary. On- site technicians are typically Spectrum employees focused on educational and business customers and who reside locally to prov ide the quickest tu rna roun d possible. Customers are prov ided a list of escalation contacts after the test and turn-up process and details on how to engage support when needed . Preventative Network Maintenance Proactive network maintenance will be conducted between the hours of midnight and 6:00a .m . local time. Spectrum w ill typically provide at leas t ten days prior noti ce before pre v entati v e maintenance is conducted . Emergency Network Maintenance Spectrum Enterprise 10/22/2018 Page 18 Spectrum ~ ENTERPRISE Emergency network maintenance is work that is not reasonably anticipated but requires immediate action to address an issue that is likely to cause a material service outage . Spectrum will typically provide notice to the customer of emergency network maintenance as soon as is practicable, and when reasonable , will do so i n advance of such maintenance. Service Level Objectives Spectrum provides standard Service Level Agreements for the Networks we maintain . Spectrum is offering the following objec ti ves : Availability : a measure of the % of time that the service is operational, and is measured over a 30 day time period . The Availability objective is ~ 99.99% Spectrum has carefully assessed, designed and will install the most technological ly sound and cost-effective solution possible for the District. The Spectrum-provided network will deliver the capacities and reliability required for today's needs within a flexible platform for future growth. Th e operational support is in place to maintain a healthy and robust netwo rk as it changes over time. In-d epth discussions confirming the network design recommendations will be comple ted with the City Information Technology team prior to finalizing and implementing the design . Texas Regional Network Operations Center . The Spectrum Enterprise Regional Network Operations Cen t er (RNOC) i s a 24/7/365 operation whose primary responsibilities are network surveillance and fau lt management. The RNOC ensures events are managed using a strict standard of processes and procedures w i th the goal of time l y and effect ive serv ice restoration . Summarily , the RNOC's functions i nclude : • Network Monitoring • Incident Ticketing • Event Management Change Management The RNOC represents the Regional layer for Spectrum Enterprise 's ve rtical Network Operations Center support strategy for providing the appropriate level of support expertise to any and every level of the organization. This structure is represented graphically below. Network Monitoring The RNOC uses a variety of network monitoring tools to detect network events. These sophisticated tools proactively monitor networks and report system health info rmation to the RNOC. Upon detection of a network event, the RNOC follows established procedures designed to quickly isolate a problem and invoke appropriate repair actions . Incident Ticketing Spectrum Enterprise 10/22/2018 Page 19 Spectrum ~ ENTERPRISE The RNOC records activities as they occur during fault and maintenance ac tiv it ies in an online ticketing system. Prompt ticket creation and accurate ticket management are paramount to RNOC personnel and are used as measures of success internally. Spectrum Enterprise In c ident Report Process as it relates to communicating i nformatio n for requesting an Incident Report , and respo nding to a request fo r Inc i de nt Report. This overview focuses on the co rrespondence and required informa t ion needed f rom Incident Owner/Author in reviewing an outage causing event so as to essentially identify , correct, and alleviate the recurrence thereof. The purpose of the I ncident Report at Spectrum Enterprise is to ascertain and analyze a comprehensive evaluation of the root cause(s) of a reported i nc i dent and the incident's management so as to impro ve diagnosis , seek permanent resolution and proactive network maintenance. The Incident Report is also intended as the source of reliable information for Spectrum Comme rcial Services ' use as the basis of Reason For Outage (RFO) response prov i ded to business customers . The Incident Reporting Process has been initiated to search for fundamen tal causes of situations and conditions and to ensure the evaluation and development of the best method of change for prolonged improvement of service . For issues which RNOC is not managing , Spectrum Enterprise Regional Commercial Fiber Group (RCCC Fiber) i s the group that collects, tracks, and ensures Incident Report i ng occurs, and is the single point of contact for collecting Incident Report reques ts, submitting and receiving Incident Report requests for information to Texas Region Incident Reporting from fix agents , and distributing completed In cident Reports to management. An Incident report is in itiated by the Texas RCCC Fiber group and RCCC Superv isor per customer RFO request. • RCCC Fiber group initiates Texas Region Incident Reporting Process (Reactive) • RCCC Fiber group completes the in i t ial Incident Report Form • Incident Report form is sent to Fi x Agent and is given a 48 hour (2 business day) deadline • The Fix Agent completes the Incident Report Fo rm and returns it to the RCCC Fiber · group • RCCC Fiber group performs quality control (QC 's) and e ither resubmits to fix agent for corrections or submits to RCCC Fiber Supervisor for f i nal re v ie w • Once approved, RCCC Fiber group submits document to the Sales Engineering team for Customer Facing RFO The inc ident report will include (but not be limited to) the following : Situation Statement This is a concise summary of the problem description. In cident Details These are the details surrounding the actual outage and/or service deg radation . Information must be provided regarding the triggering· event, involved devices , symptoms of impact , affected rate centers , symptoms and numbers of the subscriber's impac ted , duration of outage . Spectrum Enterprise 10/22/2018 Page 20 Spectrum~ ENTERPRISE Service Restoration The actions taken to remove customer impact and restore normalized state of impacted devices. Incident Specific Questions Root Cause Analysis This section will identify the basic reason(s) of defect or problem, which if eliminated will prevent recurrence . If the analysis of the root cause , or causes are not determined during the preliminary stage of the Incident Report Process , please ensure pending determination is indicated in the Preliminary Report. Event Management The RNOC will be the primary point of contact for all high and critical severity issues. During these large scale events, the RNOC is responsible for managing repair and status bridges where information is funneled through the RNOC to and from management and fix agents. The customer must open a trouble ticket with the RCCC and escalat i on process information will be provided). Once a call is placed with the RCCC and a ticket is opened, the RCCC will forward the call to our local dedicated Tier Ill Business techn ical support team . Tier 0-The end customer attempts to fix any problems prior to contacting a division for support. Tier 1 -The CSR , at the division , verify that there are no billing issues or other authorization issues blocking the customer connectivity . Tier 2 -Support at the division. Use the tools given fo fix the end user problems. Supplied tools and training should fix most problems by this stage. Tier 2+ -The Network Operations Center (NOC). Problems have escalated out of division support. The NOC will log a ticket and escalate to the p r oper Fix Agent. The ticket is tracked through completion . Tier 3 -Fix Agents (Spectrum Engineering, Road Runner Regional Operations, Road Runner Technical Services, Vendors, and Spectrum Enterprise). Groups coordinate with Tier 1 and Tier 2 representatives to ensure service is restored and trouble tickets are updated. The National Help Desk is not a point in this escalation path. The National Help Desk will forward any customer calls received back to the division's T i er 1 support. Note : Broadband High Speed data services are best effort with no service level guarantees. Spectrum shall use commercially reasonable efforts to ma i ntain the Spectrum-provided and installed equipment, including as applicable, any cabling, cable modems, related splitters, routers or other items, (collectively , "Spectrum Equipment") on Spectrum's side of the demarcation points used by Spectrum to provide the Service. Spectrum Enterprise 10/22/2018 Pa ge 21 Spectrum~ ENTERPRISE Please see Section 14 of the Terms of Service for disclaimer of warranty of the Spect r um Equipment Level 1 -(2 Hour Mark)-Regional Fiber Support Supervisor If there is no update after 2 hours total from time of opening a trouble ticket, the customer may contact the Regional Commercial Customer Care Supervisor. The Regional Commercial Customer Care Supervisor will make contact with the support staff to assess situation and assure customer is updated with status repo rts . If the Regional Commercial Customer Care Supervisor does not respond w ith an update within 1 hour, the customer may escalate to Le vel 2. Le vel 2 -(3 Hour Mark)-Regional Commercial Support Manager If there is no update after 3 hours total from time of open i ng a troub le tic ket , the customer may contact the Regional Commercial Customer Care Manager. The Regiona l Commercial Customer Care Manager will make contact with management and support staff to assess situation and assure customer is updated with status reports. If the Regional Commercial Customer Care Manager does not respond with an update with i n 1 hour, the customer may escalate to Level 3. Le vel 3-(4 Hour Mark)-Regional Commercial Vice President If there is no update after 4 hours total from time of opening a trouble ticket, the customer may contact the Regional Commercial Customer Care Vice President. The Regional Vice President will make contact with management staff to assess situation and assure customer is updated with status reports . Change Management Spectrum Enterprise assures that Changes to customer serv ices, the under lying network, and support infrastructure are planned for and are introduced in a controlled fashion . Changes , defined as corrections, enhancements , modifi cations, additions , and repla cements, are documented and optimized . Change Management Notification Telephone Correspondence Notifications via telephone are required when the wi ndow for not i fication is less than ten (1 ·0) days . An email may also be sent but correspondence via telephone to advice of the maintenance will be required as well . Three (3) attempts (d i fferent days), with voice messages left if available, will be made to the customer before we w i ll try no further . If multiple contact numbers are listed , there we will try each , again three (3} times. Email Correspondence When notifying customers via email there must be at least a ten ( 1 0) day window before the maintenance is to be performed. Email should be sent to the person(s) listed in the Spectrum Enterprise 10/22/2018 Pa ge 22 Spectrum~ ENTERPRISE Spectrum customer database as "technical" or "customer contact." Acknowledgement and acceptance of the maintenance is required by the recipients , if there is not acknowledgement or acceptance within three (3) days of the i nitial email refer to section Telephone Correspondence . Rescheduling Chang~ Management Customer requests for maintenance/change ticket reschedules wil l be rev iew ed within 24 business hours. If determined that the change ticket can be rescheduled , then the process will start over the Change Management Notification with the revised schedule date . Emergency Maintenance Spectrum Enterprise recognizes that in some cases, emergency Changes w i l l need to be made without proper notice . In those instances, in these cases Spectrum Enterprise shall provide an After Action Report (AAR) or Reason for Outage (RFO) within five (5) business days of incident. Emergency maintenance is defined as a necessary change ticket , and wi ll be treated as a standard change ti cke t with the following e xc ep ti ons : All customers are contacted via telephone as soon as they are id entified within the change ticket . Rescheduling due to the customer request will need Dire ctor lev el app roval. Any customers that a re not notified will be added to an i nc id ent report for Reason for Outage (RFO). Standard Change Freeze Windows Spectrum Enterprise recognizes standard Change freeze windows, interna l ly referred to as "Blackout periods," and listed below: • Martin Luther King Day • President's Day • Memorial Day • Independence Day • Labor Day • Thanksgiving • Christmas and New Year$ Routine Network Maintenance Windows Routine Network Maintenance is performed during Spectr um Enterp r ise standard maintenance windows. Maintenance windows are as follows : Monday 00:00 :01 -06 :00 Local Time Tuesday 00:00 :01 -06 :00 Local Time Wednesday 00:00 :01 -06 :00 Local Time Thursday 00:00 :01 -06:00 Local Time Friday 00:00 :01 -06 :00 Local Time Spectrum Enterpri se 10/22/2018 Page 23 Spectrum ... ENTERPRISE SPECTRUM ETHERNET SERVICES Link multiple lo catio ns , l evera g e bandwidth-intensive app l i ca ti ons , and fortify your business co n tinu ity plans w ith Spectrum Ethernet services . Ta ke advantage o f cost- e ffe ct i ve , cus tom ize d network so lut ions , wh i ch can power yo ur Wide Area Network infrastructure for seamless and secure co llaboration . Moreover, Spectrum ho l ds a Metro Ethernet Forum Carrier Ethernet 2.0 (MEF CE 2.0) ce rtif i cat i on w i t h 645 Ce rt i fie d Professionals, the greatest number o f any c urren t provider. Your evo l v i n g business can depend on Ethernet services fr o m an industry leader with a re liable , f ibe r-ri ch n etwo rk. Ethernet Private Line overview EPL provides po int-t o-point Ethernet connecti v ity for bu s ines s es with two locations. A cost-e ff ective, high-capacity solution, EPL reliably connects Customer Prem i ses Equi pmen t w ith a lower-cost User-to-Network Interface (UN I ). EPL is a smart rep l acement for traditiona l Time-di vi sion Mul t iple x ing (TDM) private lin e serv ice . EPL quickly and privately tr ansm it mission-critical data at b a n dwidth options from 10 Mbp s t o 10 Gbps. M oreover, EPL 's dedicated point-to-point conne c t i v i ty support s m e tro a nd national business app li ca tion s i nclud in g o nl ine back up, storage area networking, a nd d ata ce nt e r co nnecti v ity. EPL prod u c t highlights .. Privacy: All data travels within the secure domain of a Laye r 2, dedicated, high -capacity, point-to-point co nnection, at native Ethernet speeds "' Ava il ab il ity : Easily link business locatio ns in geographically d ispe rsed areas "' Cost Savings: You ca n connect your busi ness's CP E with a lower-cost Eth ernet i nterface .. Standards-Based : Depend on EPL wi th o u r MEF CE 2 .0 Certifications Spectrum's Ethernet Experience Spectrum has provided Wide A r ea N etwo r k (WA N ) services for o v e r 19 y ea r s , w i th a l ong-stand ing record of accomplishment , providing Optical Ethernet se r vi ces to K-12 schools, co ll eges/uni ve rs it i es, hos pi t a l systems , and small -to -l a r ge enterprises. I n r ecent years , we ha ve added Long-H aul links utili zing ou r national backbone , which a ll ows us t o prov ide better service to o ur multi -state c u stomers. Our experience in cl udes a t radition of customized WAN solutions to meet our customers' specifi c design parameters . Design sta n dards in c lud e physical and logical network designs that provide flexibility to change and grow . This means that you c an implement a design su i table to you r current needs and evolve that design for the future. Service Overview Spectrum's Opt i ca l Ethernet service is a sca l able f i ber -optic so l ution , providing bandw i dth options ranging f rom 10 Mbps to 10 Gbps. Our Ethernet i s ava i lable i n three service types : Spe ctrum En terpri se 10/22 /2018 Page 24 Spectrum ... ENTERPRISE "' EPL -Ethernet Private Line "' EVPL -Ethernet Virtual Private Line "' EP-LAN -Ethernet Local Area Network Spectrum is Metro-Ethernet Forum (MEF) compliant. We have obtained CE 1 .0 (MEF 9 & MEF 14) and CE 2.0 MEF certifications on all service types. We design each network to provide a high level of availability and automatic failover in the event of failure of a component in the network . Our head-ends are physically and environmentally secured , have equipment that includes multiple paths, automatic failover , dual power supplies , and backup power to the facility. Networ k Designs We consider needs for diversity or redundancy while designing the physical plant . We will engage you to determine the optimal design . Final network design includes recommendations , coupled with your agreement on physical and logical network design factors: "' The physical plant consists of construction/installation of fibers from City of Temple City's facility to the nearest splice point terminating at a Spectrum head-end . All provisioning is managed on the core gear. "' The logical design includes decisions on the implementation of the Ethernet servi ces su c h as: Layer 2 vs. Layer 3 , connectivity options (Point-to-Point, MultiPoint-to-Multipoint, and Point-to-MultiPoint or fully meshed), whether Border Gateway Protocol (BGP) routing is needed for failover of multiple internet connections , and connections to City of Temple City 's routing equipment. Operational Support Critical to the success of any WAN is the ongoing operational support that City of Temple City can e x pect . Spectrum 's support includes: "' Technical Support, Monitoring, and Maintenance We provide 24/7/365 proactive monitoring of the service via the Spectrum and Strategic Markets Network Operations Center (ESM NOC). Reported troubles escalate within the ESM NOC and to local network maintenance and repair technicians, as necessary. On-site technicians are typically Spectrum employees who reside locally to provide the quickest turnaround possible . We provide customers with a list of escalation contacts after the test and turn- up process . This also includes one number to call for fib e r support (866) 603- 3199 and details on how to engage support when needed. "' Preventative Network Maintenance --------- Spectrum Enterpri se 10/22/201 8 Page 25 +- Spectrum ~ ENTERPRISE We conduc t proactive network maintenance between the hours of midnight and 6:00 a.m. local time. Spectrum will typically provide at least ten days' notice before conducting preventative maintenance . .,. Emergency Network Maintenance Emergency network maintenance is work that is not reasonably anticipated but requires immediate action to address an issue that is likely to cause a material service outage. We will typically provide notice to the customer of emergency network maintenance as soon as is practical and will do so in advance of such maintenance when reasonable. Spectrum Enterprise 10/22/2018 Page 26 Spectrum ~ ENTERPRISE SPECTRUM FIBER INTERNET ACCESS Build your business on high-performance, dedicated connection Fiber Internet Access overview Spectrum delivers our Fiber Internet Access (FIA) service across our wholly owned and redundant, national, fiber network. FIA delivers mission-cr itical client experience, cloud-based and data-intensive applications, backup, video conferencing and provides continuous, protected connec tivity between your Local Area Network (LAN) and the Internet. Businesses that require h igh -bandwid t h upload capab i lity wi l l benefit from FIA's symmetrical connectivity. Our U.S.-based, dedicated Enterprise Network Operations Center (ENOC) proactively monitors your Internet service 24/7 to veri f y uptime and availab i lity . Our s t r ingent service le ve l agreements ensure optimal network performance and enterprise-grade reliability with dedicated support. Standard Fiber Internet Access features : • FIA delivers an ultra-reliable and highly scalable service to help your organization meet its current and future demand for bandwidth • Symmetrical bandwidth options for consistently reliable upload and download speeds • Spectrum offers various security features to be pa ired with FIA • Enable High-bandwidth connectivity: Dedicated, consistent symmetr ic al bandwidth is backed by industry-leading SLAs to help ensure network availabi lity, Mean T ime to Restore (MTTR), latency and packet delivery • Maximize Internet speeds: Enjoy consistent, symmetrical -speeds ranging from 25 Mbps to 10 Gbps • Ensure reliabil ity regardless of locatio n: Get reliable connectivity whether your business is in a metropolitan or outlying area • Enable end-to-end security : Dedicated connectivity is delive red over Spectrum Enterprise's secure, fiber-rich network • Ensure maximum performance and uptime : Proactive mon itoring is offered 24/7/365. Spectrum Enterprise Rely on dedicated support: Spectrum Enterpr ise Techn ical Specialists are available 24/7/365 10/22/2018 Page 27 Spectrum ... ENTERPRISE Fast & Dedicated Sca lable bandwidth from 25 Mbps up to 10 ~ Guaranteed Availability ®. 2 9 .99 ~ End to End 4 Hours to Restore Unp ara ll e le d SL As, pro -active monitoring a nd support Available & Affordable In our footprint. we will get you connected a t a competitive price Whe ther o r not construction tt r equired ~f"". ··'~. • Protect & ~~c,u_re with Managed Router, Frrewall for unifred threat management (UTM). distributed denral of service (DDOS) protectron Technica l Specifications Network • IP over IEEE 802 .3-based, full-duple x, non-circu it switched services • Provisioned on our advanced fiber-rich network from the client premises to one of many Spectrum Enterprise hub locations throughout the Spectrum Enterprise network footprint • Multiple levels of network fault tolerance provide a highly reliable and secure Internet access se rvice • Fiber access circuit is insusceptible to electromagnetic interference Internet A c cess Demarcation • Fiber connections to the Spectrum Enterprise network are managed by a dedicated network interface device • All traffic is routed over the Spectrum Enterprise IP network until the traffic is required to travel to the public network Routin g • Routing options are static routing or border gateway protocol (BGP) Static I P Addresses • IP address space is included • Spectrum Enterprise offers dual stacking of 1Pv4 and 1Pv6 address space Spectrum Enterprise Spectrum·Enterprise·Network, Spectrum ·Enterprise ·Provider · Edge·Swltch11 10/22/2018 Spectrum·Enterprise ·lnternet· GatewaY1f Page 28 Spectrum ~ ENTERPRISE SPECTRUM'S RESPONSE TO THE CITY OF TEMPLE CITY Spectrum is pl eas ed to submit this proposal for Internet and Ethernet Services to the City of Temple City. On the pages to follow , Spectrum can provide you with the best, most timely, cost effective solu t ion to meet your n eeds. We also provided evi dence of our competence to deliver solutions in a profess ional manner, and have in dicated the val ue of our recommenda ti ons for yo u . As the second largest cable operator in the United States, Spectrum can provide customized so lutions in several marketplaces th a t are unifi ed , powerful , cost -e ffective , eas il y managed , and perhaps most impor tantl y, reliable . Spectrum owns and operates our network from end-to-end and offers one phone number to cal l afte r instal lat io n for all support and service inquiries . There is never any question as t o how to get help, or wh o w ill be supporting you should you ever need ass i stance . ,.. Service and Savings : Owning our network allows us to not only manage and mon it or yo ur services , but also pass cost sav ings on to our end customers with highly competitive rates ,.. Reliable connectivity : With ded icated connectivity up to 10 Gbps , Spectrum can offer the newest technology and services ,.. Adaptability : Spectrum offers future-proof solutions that are scalable and flex i ble t o adapt to our customers changing requirements ,.. Service: We serve a ll of our customers with a dedicated team of Account Executives with supporting teams t hat understan d complex requirements for acqui ri ng , funding and installin g solutions l ike yo urs We understand that not all businesses have the same needs and are committed to wo rking with our clients to move past l imi tations , integrating the most v aluable solutions , and achieving greater success together . We invite you to review the follow in g proposal and discover how Spectrum can provide a solution for you. Our cus tome rs value our knowledge and understanding of their challenges , object ives , operating environmen ts , and rely o n our a cc umulation of best pract ices from the industry. We rea lize that your i nitia t i ves can often c reat e more ways to use ou r services than was originally anticipated , so you need to be able to adapt quickly, as demand increases . Since we design so lutions that sol ve yo ur specific needs and anticipate future growth needs, we know that yo u will achieve the resul ts tha t yo u expect from you r commu nications partner now, and into the future .. Spectrum Enterprise 10/22/2018 Pa ge 29 Spectrum Enterprise Request for Proposal For Internet Services Deadline: October 16, 2018 9701 Las Tunas Drive Temple City , CA 91780 10/22/2018 Spectrum .. ENTERPRISE Page 30 Spectrum ~ ENTERPRISE Request for Proposals For Ethernet and Internet Services The City of Temple City ("CITY") is seeking proposals to increase bandwidth to two (2) of its buildings . Our contracted IT provider has evaluated the current Internet connect ions and has made recommendations for improving those connections . The CITY is looking to partner with a vendor (PROVIDER") that can provide business level internet access service for City Hall ("CH"), located at 9701 Las Tunas Drive, and an ethernet private line to the City Parks and Recreation ("P&R") office building , located at 10144 Bogue Street, that will provide po int-to- point Ethernet connectivity between CH and P&R . Vendors are asked to submit their proposals for each location separately listing the different options available to that location . As a government agency, a sound robust internet access service is required to serve as the foundation for future CITY WAN and LAN connectivity and vendors w i ll be required to provide priority levels for repairs and services that will allow the CITY to maintain its availability in support of government operations. Thi s proposal may assume a certain minimum level of acceptance of our bid . Therefore , in the eve nt only a portion of Spectrum's propo sal i s accepted, our offer may be affected, and thu s, Spectrum request s to revie w any s u ch part ia l acceptance before final acceptance . Specifications: a) PROVIDER shall provide at minimum the recommended connections as listed i n the attachment titled "City of Temple City Et hernet and Internet Services Recommendations." Please revi ew the Pricing Worksheet for pricing, Service Period, and bandwidth inform ation. b) PROVIDER shall provide no less than 18 public IP addresses. Plea se r eview the Pricin g Work s heet for pricing, Servi ce Per iod, and bandw id th information . b) PROVIDER shall provide bandwidth 24 hours per day, 365 days per year. PERFORMANCE. Unle ss otherwise se t forth in an Attachment or service level agreement, Spectrum will use commercially reasonable efforts to provide the Services to C u stomer twenty-four (24) hours per day, seven (7) days per week. It is pos s ible , however, that there will be i nterruptions of Service . The Service may be una vai l able from time-to-t ime either for schedu l ed or un sche duled maintenance, tec hnical diffi cu lti es, or for other rea s on s beyond Spectrum 's reasona ble control. Spectr um Enterprise 10/22/2018 Page 31 Spectrum .. ENTERPRISE Tempor a ry s ervice interruptions or outages for such reasons, as wel l as service int erruption s or outages c au s ed by Customer, i t s agent s and employees, or by a Forc e Majeure Eve nt, s hall not constitute a fa i lure by Spectrum to p e rf o r m i t s obligations u nder this Service Agreement. c) PROVIDER shall have network engineering support 24 hours per day, 365 days per year. Pl ea s e re view the s ection titled Maintenance and Support for additional i nformation . e) PROVIDER shall maintain network monitoring capability and notification to the CITY at the point of any disruption of serv ice. Please review the i ncluded Service Level Agreement for addi t io n al information re l ated to serv i ce m e tric s, outages, maintenance a n d applicable remedies. f) PROVIDER shall provide web -based bandwidth utili zation reporting . Spectrum E nterp rise . net The Spectrum Ent e rpri se client porta l prov i des visibility to your Ethernet serv ice s anytime, anywhere and on any device . See your network inventory and circuit performance through interactive graphs and downloadable reports. Available reporting : • Util i z a tion • Avail a bi lity • Fram e delay • Frame delay variation • Frame loss ratio Spectrum Ente r p rise 10/22/2018 Page 32 Spectrum ~ ENTERPRISE Network Locations .o ............ "" ~,;.,.,,.,_. ... 9, ... , ............. Network Details Hub 4o ..... , : ~ I v ...... . g) PROVIDER shall install all services and equipment included in proposal. (e.g. router and other equipment to connect to network) Spe c trum 's Se r v i ce Loca t i on Acce ss and In sta l lation policy i s as follo ws: SERVICE LOCATIO N ACCESS AND I NSTALLATION . Access. Spectr u m re quir es r ea s onabl e acce ss to each Serv ice Loc at io n a t a n y t i m e th roughout t h e Te r m as n ecess ary for Spectrum to provide th e Serv i ces a nd to r eview, in s t a ll , i nspect, m a intain, r e pair, or remove any Spectrum -pro v id e d c ab l in g , mod e m s, re l ated s plitters, ro ut ers o r other equipment ("Spe c trum Equi pm e nt ") u se d to prov i de the Services . I f Cust omer own s or control s th e Se rvi ce Loca t ion (s L Customer h ereby g rants Spect rum p e rmi ssi on to e n ~e r the Se rv ice Loca t io n (s) i n o r d er f o r Spectrum to fu l f i l l its ob li ga tions and e xe r c i s e i t s right s under t h e Se r vice A g r ee m e nt. If a Serv i ce Locat i o n i s not owned or control l e d by Cu stom e r , Cu st om e r w ill obt a i n , wit h Spectrum 's r easo n ab l e a ss i s tan c e , appropriate right of a c cess. If s u c h ri g ht of acc ess for Spe c tr u m is n o t obtained by either Party, t hen Spectrum m ay d ec line Cu stomer's r equest for Serv i c e s, or termin at e or am e nd th e affected Serv i c e Or d er with re s p ec t to t h e Se r v i ce Location that Spectrum c annot acc e ss, with o ut a n y l i a bili ty to Cu stomer. Spectrum Ent erprise 10/22/2018 Pag e 33 Spectrum ..- ENTERPRise I n stallation Re v ie w. Spe ctrum may perform an installation re view of each Service Locat i o n pr i o r to in stall ation of the Services to determine ser v ic ea bi l i t y or the need to extend Spect rum's facilities, fiber optic cable, electronic s, o r ot her eq u ipment {c o ll ectiv e ly, t h e "Net w ork") to provide the Services at the Service Loc ation. If during th e i nsta ll at i o n r e vi ew, Spec trum determines that additional w or k i s requir ed to en ab l e Spectrum to deliver the Services to the Service Location , Spec trum will notify Cu stomer of a n y additional Service Charges {as defined bel ow) in excess of the amounts prev i o u s ly specifie d in a quote or Service Order. Upon reque st, Customer s h a ll p r ov i de Sp e ctrum wit h accurate s ite and/or phy s ical net wo r k dia g rams or maps o f a Serv i ce Loc ation, includ ing electrical and other utility ser v ic e m aps, prior to the i nsta ll at i on r ev i ew. Si te Preparat i o n. Customer shall be responsible for nece s sar y p r epara tions at the Service Locatio n{s ) f or d e livery and installation of Spectru m Equipm ent and the i n stallat i on a nd on go in g provision of Services, including the reloc at ion of Customer's equipment , furn i t ur e a nd fur nishings as necessary to access the Spec trum Equipment o r Services . I n additi o n , C u s tomer shall provide Spectrum with f l oo r s pace, rack space , othe r space a nd c lean power as i s rea s onably necessary for the ins tallation and operat i on of Spe c trum Equipment at the Service Lo cation {s). Cu stomer shall not ch arge Spectr um , and s h a ll ensure that Spectrum doe s not incur, an y fees or expenses w h atsoever in c onnection with Customer's provision of space, power, or access as d escribed herei n , o r oth e rwise in connection with Customer's pe r for mance of its o b l igat i ons pu r s u a nt to this section; and any such fee s or exp e n ses c ha rged by any oth e r en d use r accessing or using the Service s {"End U se r") shall be borne solely by Customer . Any failure or refusal by Customer to be ready to re ce ive Services does no t r e l ease Cu sto m er f rom its obligation to pay Service Charge s for an y Service that i s otherw i se ava il a bl e for C ustomer's use . Ins t allat i on. Spec trum w ill sc hedule one or more in stallat io n v i s i ts w it h Customer. A t t h e C u s t o m e r 's r e que st, Spectrum may perform in sta llati on or maintenance on weeke n ds o r t ime s other than during normal busines s hours; pr ovi de d , however, C u stomer may be as ses se d reasonable , additional Service Ch ar g es ba se d on Spectrum 's actual incu r r e d labor, material or other costs fo r su c h non-rout ine installati on o r m a in t enance. Customer's authorized repre s entati ve mu s t be pre se nt du r i ng in sta ll at i o n . I f Spect r u m i s unable to in sta ll the Service as a result of {i) Cu stomer's {or any End User's) fa i l u re to deliv e r any required materials, support or in fo rma ti o n to Spectrum; Spectrum Enterprise 10/22/2018 Page 34 Spectrum ... ENTERPRISE {ii ) Cu st omer's {or any End User's) failure to provide a cc ess t o a Se rvice Location; or {ii i) Sp ect rum no t be in g a ble to obtain acces s to equipment a t th e Se rvice Location a s n ecessary for ins t a ll ation of the Service, then Custome r s h a ll pay Spectrum a Service Cha r g e at Sp ec trum's then prevailing rates for any instal lat i on trip made by Sp ec tru m and a n ad dit i onal Service Charge for each subsequen t t r ip necessary to p erf o rm th e Se rv i ce in sta llation . In addition, if Spectrum's inst a l la t i o n of the Service i s d e l ayed as a res ul t of Customer's actions or inactions a s set fort h above or if C u st o m e r i s othe r w i s e r e fu s ing or not ready to receive Services, th e n Spectrum will notify C ustomer tha t Sp e ctrum is ready to fina l ize instal l ation o f the Services {the "Re a d y N ot i ce ") a nd may begin invoicing Service Charges as s et forth in Section 7 upon t h e e ar lier of the Bi ll ing Start Date or sixty {60) days after t h e d at e of the Ready Noti ce . If dur i n g th e c our s e o f in s tallation Spectrum determines additio nal wor k is necessary t o ena bl e Spe ctrum to de liver the Services to the Service Location , Spectrum will no t ify Cu st o m e r of any a ddit i onal Service Charges in excess o f t h e amo u n t s previously s p eci fi ed in a q u o t e o r Se r v ice Order . I f Customer does not agree to p a y such Service Ch a r ges b y exe c ut ing a rev i s ed Service Order within five {5) bu sine s s da ys of receiving th e sa m e , Cu stomer an d Spectrum sha l l each have the r ight to t erminate the applica b le Service Order . Spectrum may act as Customer's agent fo r o rdering access conn ec tion faci li t i es pro v ided by other providers or entitle s when authorized by Cu stomer to a ll ow conn ect ion of a Service Location to the Net wo r k . C u stome r sha ll p e r f o r m interconnection of the Services and Sp ectr um Equipment with a ny Custo m er-pro v ided or End User equipment {co l l ect i ve ly, "Customer Equi p ment "), unl ess oth e rwise set forth in an Attachment or a gree d in writing b etwe e n th e Part ies, and s hall conform its Customer Equipme nt a n d software, and e n s u re t h at e ach End U se r conforms its equipment and soft wa r e, to the technical s pecific a tion s f o r t he Ser v ice provided by Spectrum . Sp ec t ru m s h al l be resp on sible for reasonable restoration effo r t s nece s s ary to address any di s p l aceme n t re s ulting from excavation and for those d amages directly caused by Sp e c t rum's fa ult y w orkmanship or installation of the Ser v ic e, pr ovided that the b o r i n g of hole s or i ns ert i o n of fasteners through the surface o f wa l l s fo r attachment of p e r i p h er a l equ ipm e nt will not be deemed damages but r ath er part of normal wo r kmansh i p. If the in s tallation and maintenance of Services at th e Service Locations is or b e c o mes, in Sp ec t ru m 's sole opinion , hazardous or d angero u s to Spectrum's emplo y ees or Netwo rk , t he public, or property, i nclud i ng withou t limitation due to t h e pre s ence o f as be sto s or other hazardous materials, Spe c tr u m may refuse to Spectrum Enterprise 10/22/2018 Page 35 Spectru m .. ENTERPRISE i nsta ll and ma i n tain s uch Serv i ce or stop pro v id i ng Ser v ice s unt i l s uc h time as the co n d i t i o n i s r e med i ed o r a n alte r native Se rvice Location i s desi g n at ed that is not h azardous or d angerous. Customer s hall bear any addi t i onal costs inc urred by Spe c t r um a ri s ing from a n y s uch ha zardous or dangerous condi t i o n s. h) PROVIDER must be able to guarantee network availability more than 99% of the time except for outages caused by the customer's equipment, fiber or wire cuts by third parties, or other events that cannot be controlled by the PROVIDER. The CITY does allow for pre-arranged outages during off-hours for vendor maintenance. Sp ec t r u m 's t a rget fo r ne t w ork avai lability is 99.99 %. Plea se rev i e w the included Serv i ce Leve l A gre e ment f or additional information r elat ed t o se rvi ce metrics, ou tages, mai nt e n a n c e and a ppl i cabl e r e medie s. i) PROVIDER shall state the number of calendar days in which to substantially complete the project. Time is of the essence of the contract. Sp ect rum 's impl e ment a tion plan is an estimate only . Actual da tes a nd periods may v a ry du e to, but no t li m i te d to, inclement weather. So l ong as Custo m er p roperly performs all necessary site prepar ation and provides Sp ec t r um w i t h a ll requi r ed consents, Spectrum shal l end ea v or to meet the C ustomer 's des ir e d in st a llation date ." However, due to time cons trains which are r equired for c on s t r uction , designs, permits and variou s ot her factors, Spectrum will only c ommit to a n es timated timeframe for delivery of Serv i c e . Spectrum's im plementat io n g oa l i s t y pica lly 90 -120 days, however, upon award, a more accurate est i mation w i l l be pr o v id e d o nce a project team ha s been assign ed. j) PROVIDER shall identify sub-contractors (if any) along with qualifications in the proposal. A n y s ub co n t ra c to r s, if n eed ed, w ill be named upon a w ard . In th e ev ent a s u bcontractor i s u t iliz e d in the performance of the Agreemen t , Sp ec trum is so l e l y r espons i b l e fo r a ll s ubcontractor work and obligat i on s as outli n e d in the Agreement . k) PROVIDER must provide a system for service requests and offer a telephone response time of one (1) hour or less and, if necessary, physical response within four (4) hours. Plea se r evi ew t h e sec tion title d Maintenance and Support for ad dit ional info rmatio n . I) PROVIDER must be able to provide usage reports upon request. Spectrum Enterprise 10/22/2018 Page 36 Spectrum ..- ENTERPRise Spectrum understands and w ill pro v ide u sage r e port s upon req uest. m) PROVIDER must provide basic assistance with implementation . Spectrum has detailed p ro c esses i n place to en s ure i n sta l l at i on s occ ur i n a timely fashion. Upon award of the p r oj ec t , Sp e ctru m w ill m eet w it h your te chn ical staff to create the project wo rk pla n . Th e w ork plan will i nclud e a n ass e s s ment of site readiness with spec i f i c r ec o mmend a tion s ba se d upon sit e v i sits . Spec tr u m w ill jointly prepare a projec t wo r k sc h e du l e w ith Ba nnin g Unified Sc hool Di st.rict, i d ent i fying key project milestones. We will assign a t ea m expe r i e n ce d i n de s ignin g, impl e m e nt i ng, and m ai ntain large- scale networks to t hi s pro ject . We d e dic a te in -hou s e pr oject m anage rs who will be the point of contac t f or t h e p roj ec t life cy c le. Our proje ct m a n age r s u nderstand the importance of meeti n g dea dli ne s and sa ti s f y in g c u stom er expe ctatio n s . Spectrum operates w i t h a t eam c on c ept . W e ensur e w o rk is c ros s c hecked and resources are ava il ab l e t o p r o v i de ba c kup s upp o r t , as ne eded, an d that are knowledgeable in the proce ss es a nd pr o c edure s u s ed in t hi s p roj ec t . U pon comp l et i o n of th e c o ns t r u c tion , the project w i ll b e h ande d o ff to a local Network Techn i c i a n w h o w ill in sta ll th e Spec t rum equ i pment, a s a p p li c able, at each respective Bann i ng U n ified Sc ho o l Di st r i ct 's si te . The Net w or k Tech n i c ian will wor k w i th the Networ k Operati o n s Cent e r to v erify c onne ct i vi t y a nd t o p rov i s ion the cor r ect ba n dw idth . We w ill notify you once insta ll ation and te stin g a re complete , and serv i ce i s avai l ab l e f or use. The CITY intends to initiate services as soon as practicable . The CITY plans to enter into an agreement for five (5) years. Before the end of the 5-year agreement, the CITY will re- evaluate PROVIDER services for renewal. If advantageous to the CITY, the Agreement will be extended for an additional three (3) yea rs , then with two (2) one -yea r extensions . Spectrum unders t a n d s. ORDER TERM. The "I n i t ia l Or der T e rm " is the time pe rio d sta r t ing o n the date the Services are func t io n a l in a l l mat e rial re s pect s and avail a bl e f or u se (the "Billing Start D a te"), and co ntinu in g f o r t he p e riod of time s pecified i n the Se r vi ce Order(s ). Upon e xp i rat i on of t h e I n i t i a l O r de r Term , the applicab l e Se rv i ce O r d e r s ha ll automatically r e n ew for success i v e on e-month te rm s (ea c h a "Rene wa l Ord er Term", collectively w i t h t he I nitia l Ord e r T e rm , the "O r der Term "), un l e ss e ith e r Spec tru m or Cu stomer Sp ectru m Enter pri se 10/22/2018 Page 37 Spec trum .- ENTERPRisE elects t o not r enew t h e Se r vice Order by notice provid ed t o t he othe r at least thirty (30) day s in advanc e of t he e xpiration of the then-current Or der Te rm. The CITY reserves the right to negotiate with any vendor. The successfu l vendor(s) may be asked to participate in negotiations and be asked to make revisions to their proposals based on these negotiations. The CITY is not obligated to accept the lowest cost or any other proposal. Th is propo s al s ha ll n o t be c o nsidered an acceptance of any offe r b y th e City of Temple C i ty or otherwise create a binding c ontra c t between the C i ty o f Te mple City and Spectrum. This pro po sa l i s s ubmitted w ith the expr ess u n de rs tan ding that the specific, comprehe nsi v e t e r m s under which Spectrum and the City o f T e mple City may enter into a b i ndin g co ntrac t are understood to be s ubject t o ne g ot iation between the parties her ea ft e r . The CITY may cancel the procurement at any time or reject any o r all proposals in w hole or in part choosing services from differing vendors that fit the needs and connectivity requirements for each CITY facilities connection . T h is propo s a l m ay ass ume a c ertain minimum level of accep tan ce of our bid. Therefore, in the event o n l y a portion of Spectrum's propo sa l is ac cep ted, our offer may b e affe c ted, and th us, Sp e c trum r eque st s to revi ew an y s u c h p a r tial acceptance before fina l acce pta n ce . The firm selected will need to execute the CITY standard two -party Agre ement for Services ("Agreement"). See Attachment A as a sample . Please note any objections to the CITY's Agreement. The Agreement shall be the basis of the agreement between the CITY and the firm selected . Spectrum's l ink t o i ts Commercial Terms of Ser v ic e c a n be found at https :/I e nte rp ris e . spec t r um . co m/1 ega 1/ s e -term s-and-conditi o n s. h t m I, which s h a II be u sed as a ba s e f o r a l l mu tu a lly agreed upon terms and condit i o n s. A ll a gree d up on te rm s and c onditions within this RFP s hall b e i nc orporated in the Serv i ce A gr ee me nt hereafter . Proposal Submissions: Introduction-Describe the company 's background in prov iding servi ce , includ ing customer references of similar size . Plea s e r ev i ew t h e se ctio n t itled Executive Summary for addit io n a l i nformation. Spectrum Enter prise 10/22/2018 Page 38 Spec trum ~ ENTE RPRISE Cost-Pricing must be submitted for a minimum of 200 Mbps service level at CH and an ethernet private line between CH and P&R at a minimum of 50 Mbps ; Pricing shall be quoted as a cost per month inclusive of any fees and taxes ; Any fees the City may incur (i.e . construction costs such as extension and installation of infrastructure); and Any discounts for long -term service contracts. Quot e d p ri ces exc lud e t ax es, fees , and surcharges. Except to th e ex tent Customer is exp r ess l y exe mpt a s a ma tter of law, Customer shall pay any s a l e s, use, property, exc i se or o th e r t ax e s , fra nchise fees, and governmental ch arge s (exc luding income t axes ) ar i s i ng under t hi s Agreement, in addition to any sur c h a r ges that may be impo se d as m ay be pe rmitted under and consistent with applicable law. A copy of Cu s t o m e r's ta x ex e m pt ion document, if applicab l e, must be provi de d to Spectrum to certify t ax-exe mpt stat u s . Tax-e x empt statu s shall not r e li e v e Cu stomer of its obli ga ti o n to pay a n y a pplicable franchise fees, if applicable . Sp ec trum reserves the r i g ht fr o m tim e t o ti me t o change the s urcharges for Service s und e r this Agreement to r ef l ect t h e c harges or p ayment obli g ations imposed on Sp ectr um which Spectrum i s p er mi t t e d o r re q u i red under applicable law to pa ss throu g h t o Customer (e.g., univ e r sa l serv i ce f und ("US F") charg e s, franchise fees etc.). Timelin e -Provide a timeline that begins with the signing of a contract to when service may be available at the CITY. P l ease r e vi ew t he sec t i o n ti tled Implem e ntation Plan. Alternatives , variations and exceptions must be clearly stated. Sp ec tr u m h as t a k e n ex c e ption s as necessary throughout thi s proposal and has i n c l u ded a n Exce pti o n s Cha r t f o r t h e Ci t y 's re view. All proposals must include information pertaining to the company, qualifications and experience . Pl ease r e v i ew th e sec tion t itl e d Exec utive Summary for addition a l information . This RFP does not commit the CITY to award a contra ct, to pay any costs incurred in the preparation of a response to this request , or to procure or contract for services or equipment. Sp ectrum un de r sta nd s. Spectrum Enter pri se 10/22 /20 18 Page 39 Spec trum ~ ENTERPRISE In submitting a proposal , each vendor represents that they have read and understand these requirements . Spectrum understands . Bid Packages: Proposals must be received no later than October 22 , 2018 at 4 :00PM . Proposals shall be sent to the following address: City of Temple City Director of Administrative Services 9701 Las Tunas Drive Temple City, CA 91780 or sparagas@templecity. us No proposals will be accepted by facsimile . Spectrum understa nd s. Proposals must be submitted bearing the name of the vendor, addressed as above, and clearly marked : Attn : Proposal for Ethernet and Internet Services Spectrum understa nd s. One (1) paper and/or one (1) digital copy of the proposal must be submitted . No oral or telephone proposals submitted will be considered . Spectrum understands . It is the responsibility of the PROVIDER to ensure that the proposal is received at the above time and location . Spectrum understands . The CITY assumes no responsibility for delays caused by the U.S . Postal Service or any other delivery service including email. Late proposals will not be accepted. Spectrum understands. Requests for clarifications may be directed to the Administrative Services Director, Susan Paragas : spa ragas@temp lecity.us no later than October 9 , 2018. Spectrum Enterprise 10/22/2018 Pag e 40 Spectrum ... ENTERPRISE Spectrum under st a n ds . Evaluation Process: The CITY will evaluate proposals based on best value including relative merit , risk and value for the CITY. Selection shall be based on a combination of responsiveness, cost, timeline and company background . Award shall be made to the qualified bidder whose proposal is most advantageous to the CITY with price and other factors considered . Spectrum unde rst a n ds. Calendar: The following is a list of key dates up to and including the date proposals are to be submitted : Request for Proposal Issued Due Date for Proposals Staff Recommendation to City Council Contract Date October 2, 2018 October 16, 2018 November 6 , 2018 by November 9, 2018 SE RV I CE A GR EEMENT T ERM . The Service Agreement s hall be eff ec tive upon the earli er t o oc cur of (a ) the late st date of the signature s o f the Parties ; or (b) Spe c trum's co mm e nc e ment of performance (the "Effective Da te"). The Service Ag r eem e n t s h a l l re m a in in effect until the expiration or proper te rmination of the fi nal ex i st i n g Se rvice O rd e r e ntered into under this Servi c e A g r e e me nt (the "Term "). SERVICE S. Cus t omer s hall request Services hereunder by s u b m i tting orders in a ma nner r equ i red by Sp ectr um . Upon Spectrum 's acceptan c e o f a Se rvice Order, a s in d i cated either b y: (a ) Spectrum 's written acceptance , (b) by Sp ec t r um 's delivery of t h e Serv ic e s, or (c ) c ommencement of in stallation, such Se rvice Order shall be d ee m e d in co rpor a te d in t o the Service Agreement. Spectrum s hall provide the Se rv i c es to C usto mer at t he Service address(es) specified in th e ap plicable Service O r der ("S er v ice Locat ion(s )"). O RDER TERM. T h e "In iti a l Order Term" is the time period st arti ng on the date the Ser vi c e s a re f unctiona l in a ll material re s pect s and availabl e for u se (th e "Billing Start D at e"), a nd c ont i nu in g for the period of time specified in the Se r v i ce Order(s). Upon expir a t i o n of t h e Ini t i a l Order Term , the applicable Servi c e Ord er s hall automatically rene w f o r s ucc e ssive o n e-month term s (each a "Renewal O rder Term", collectively wi t h th e Initi a l Order Te rm , the "Order Term"), unles s ei t he r Spectru m or Customer Spect rum En terprise 10/22/2018 Page 41 Spec trum .. ENTE RPRISE el ec t s to n ot re new t h e Se rvice Order by noti ce provided to th e o t her at lea st thirty (3 0) days in a dvan c e o f th e expiration of the then -current Or d er T e rm . Spectrum Enterprise 10/22/2018 Page 42 Spectrum .. ENTERPRISE City of Temple City Ethernet and Internet Services Recommendations: 1) Citv Hall-9701 Las Tunas Drive Current Speed: 20 Mbps Recommendation: Minimum 200 MBPS Fiber Internet 50 MBPS Ethernet Private Line 18 IP Addresses Fiber Internet Installation Ethernet Private Line Installation 2) Parks and Recreation Department-10144 Bogue Street Current Speed : 9 Mbps Recommendation : Minimum 50 MBPS Ethernet Private Line Ethernet Private Line Installation Spectrum u nd e r s tand s. Spectrum En terprise 10/22/2018 Page 43 Spectrum~ ENTERPRISE ATTACHMENT A-A GREEMENT FOR SERVICES-S T AN DARD TEMPLATE Upon a war d , Spectrum ·and the City of Temple City may enter into a binding contract tha t i s su bj e ct t o negotiat i on between the parti es h er e after (Service A g ree m ent). This proposal sha ll not be considered an acceptance of any offer b y t h e Cit y of Te mpl e City or othe r wise create a binding con t r act between the City o f T e m pl e City and Spectrum. This proposal is submitted with the express u nd e r stan d in g that t he s pecific, comprehensive terms und e r whi c h Spectrum a nd th e City of Te m p l e City may enter into a binding contr a ct a r e understood t o be subje ct to ne go tiation between the parties her e after . Sp ect r u m 's li nk t o i t s Commercial Terms of Service c a n b e found at h t t p s :/I en t e rp r is e . sp e c trum. c o m/l e ga 1/se -terms-and -condi t i ons. h t m I, which s hall b e u s e d as a ba s e for all mutually agreed upon terms and c onditions. All agre e d u p o n te rm s and conditions within this RFP shall be in c orporated in t h e Se rv ic e Ag r e em e nt hereafter. Sp ec trum h a s t a k en ex ce ption s as n e ce ss ary throu g hout its re s p o ns e and has i n c lu de d an Excep tion s Chart to the Sample Agreement secti o n of this RFP . Spectrum Ent er pri se AGREEMENT FOR SERVICES By and Between THE CITY OF TEMPLE CITY, a municipal corporation and 10/22/2018 Page 44 Spectrum .. ENTERPRISE AGREEMENT FOR SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND This Agreement for Services ("Agreement") is entered into as of this __ day of November xx , 2018 by and between the City of Temple City, a municipal corporation ("City") and , a ("Service Provider"). City and Service Provider are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by request for proposal, the performance of the services defined and described particularly in Section 2 of this Agreement. B. Service Provider, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Temple City's Municipal Code , City has authority to enter into this Services Agreement and the City Manager has authority to execute this Agreement. D. The Parties desire to formalize the selection of Service Provider for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as pa rticularly defined and described herein . OPERATIVE PROVISIONS NOW, THEREFORE , in consideration of the mutual promises and covenants made by the Parties and co1:1tained here and other consideration , the value and adequacy of which are hereby acknowledged, the Parties agree as follows : SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of th is Agreement is for 5 years commencing on the date first ascribed above with the option to renew for an additional three (3) subsequent years then two (2) one-year extensions , if advantageous to the City. Spectrum Enterprise 10/22/2018 Page 45 Spectrum ..- ENTERPRtse SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Service Provider agrees to perform the services set forth in Exhibit "A " "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference. (b ) Schedule of Performance . The Services shall be completed pursuant to the schedule specified in Exhibit "A." Should the Services not be completed pursuant to that schedule , the Service Provider shall be deemed to be in Default of this Agreement. The City , in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Service Provider to continue performing the Services . SECTION 3. ADDITIONAL SERVICES. Service Provider shall not be compensated for any wo rk rendered in connection with its performance of this Agreement that are in addition to or outs ide of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services. SECTION 4. COMPENSATION AND METHO OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Service Provider the amounts specified i n Exhib it "B" "Compensation " and made a part of this Agreement by this reference. The total compensation , i ncluding reimbursement for actual expenses, shall not exceed dollars Spectrum Enterprise 10/22/2018 Page 46 Spectrum ... ENTERPRISE ($ ), unless additional compensation is approved in writing in accordance with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. (b) Each month Service Provider shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month . The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials , equipment, supplies, and subcontractor contracts . Subcontractor charges shall be detailed by the following categories : labor, travel , materials , equipment and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Service Provider to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Service Provider for correction and resubmission . (c) Except as to any charges for work performed or expenses incurred by Service Provider which are disputed by City, City will use its best efforts to cause Service Provider to be paid within forty-five (45) days of receipt of Service Provider's correct and undisputed invoice. (d) Payment to Service Provider for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Service Provider. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Service Provider's work under this Agreement, either during performance or when completed . City shall reject or finally accept Service Provider's work within sixty (60) days after submitted to City . City shall reject work by a timely written explanation, otherwise Service Provider's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Service Provider's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 "Indemnification " and Section 17 "Insurance ." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports , data, notes, computer files, files and other documents prepared, developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used , reused or otherwise disposed of by City without the permission of the Service Provider. Upon completion, expiration or termination of this Agreement, Service P r~~>Vider shall turn over to City all_ Sp ectrum Enterprise 10/22 /2018 Page 47 Spectrum ~ ENTERPRISE such original maps, models, designs, drawings, photographs , studies , surveys , reports, data, notes , computer files, files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models , designs, drawings, photographs, studies, surveys, reports, data , notes, computer files, files or other documents prepared , developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement, Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of this Agreement shall not extend to such use of the maps , models , designs , drawings, photographs, studies, surveys, reports, data , notes, computer files , files or other documents . SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS. (a) Service Provider shall maintain any and all documents and records demonstrating or relating to Service Provider 's performance of the Services . Service Provider shall maintain any and all ledgers, books of account, invoices, vouchers , canceled checks, or other documents or records evidencing or relating to work , services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Service Provider pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures . (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying , at any time during regular business hours , upon request by City or its designated representative . Copies of such documents or records shall be provided directly to the City for inspection , audit and copying when it is practical to do so; otherwise , unless an alternative is mutually agreed upon, such documents and records shall be made available at Service Provider's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Service Provider's business, City may, by written request, require that custody of such documents or records be given to the City . Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives . SECTION 8. INDEPENDENT CONTRACTOR. (a) Service Provider is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Serv ice Provider shall have no authority to bind City in any manner, nor to incur any obligation , debt or liability of any kind on behalf of or against City, whether by contract or otherwise , unless such authority is Spectrum Enterprise 10/22/2018 Page 48 Spectrum ..- ENTERPRisE expressly conferred under this Agreement or is otherwise expressly conferred in writing by City . . (b) The personnel performing the Services under this Agreement on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Service Provider or any of Service Provider's officers, employees, or agents except as set forth in this Agreement. Service Provider shall not at any time or in any manner represent that Service Provider or any of Service Provider's officers , employees , or agents are in any manner officials, officers, employees or agents of City . (c) Neither Service Provider, nor any of Service Provider's officers , employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Service Provider expressly waives any claim Service Provider may have to any such rights . SECTION 9. STANDARD OF PERFORMANCE. Service Provider represents and warrants that it has the qualifications , experience and facilities necessary to properly perform the Services required under this Agreement in a thorough , competent and professional manner. Service Provider shall at all times faithfully, competently and to the best of its ability , experience and talent , perform all Services . In meeting its obligations under this Agreement, Service Provider shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Service Provider under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall p revail over the general. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Service Provider shall keep itself informed of and comply with all applicable federal , state and local laws, statutes, codes , ordinances, regulations and rules in effect during the term of this Agreement. Service Provider shall obtain any and all licenses , permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City , shall be liable, at law or in equity, as a result of any failure of Service Provider to comply with this section . SECTION 11. PREVAILING WAGE LAWS It is the understanding of City and Service Provider that California prevailing wage laws do not ·apply to this Agreement because the Agreement does not involve any of the Spectrum Enterprise 10/22/2018 Page 49 Spectrum .,. ENTERPRISE following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds . In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work . SECTION 12. NONDISCRIMINATION. Service Provider shall not discriminate, in any way, against any person on the basis of race , color, religious creed , national origin , ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Service Provider hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S .C.A. §§ 1101 , et seq ., as amended , and in connection therewith, shall not employ unauthorized aliens as defined therein . Should Service Provider so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed aga inst City for such use of unauthorized aliens, Service Provider hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed , together with any and all costs , including attorneys' fees, incurred by City . SECTION 14. CONFLICTS OF INTEREST. (a) Service Provider covenants that neither it, nor any officer or principal of its firm , has or shall acquire any interest, directly or indirectly, wh ich would conflict in any manner with the interests of City or which would in any way hinder Service Provider's performance of the Services . Service Provider further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Service Provide r agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the inte rests of City in the performance of this Agreement. (b) City understands and acknowledges that Service Provider is, as of the date of execution of this Agreement, independently involved in the performance of non-related · services for other governmental agencies and private parties . Service Provider is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section . (c) City understands and acknowledges that Service Provider will, perform non - related services for other governmental agencies and private Parties following the completion of the Services under this Agre ement. Any such future service shall not be considered a conflict of interest for purposes of this section . Sp ectrum Enterprise 10/22/2018 Page so Spectrum ~ ENTERPRISE SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Service Provider in performance of this Agreement shall be considered confidential , unless such information is in the public domain or already known to Service Provide r. Service Provider shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required bylaw. (b) Service Provider, its officers, employees , agents or subcontractors , shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations , letters of support, testimony at depositions, respo"nse to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Service Provider gives City notice of such court order or subpoena . (c) If Service Provider, or any officer, employee , agent or subcontractor of Service Provider, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Service Provider for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Service Provider 's conduct. (d) Service Provider shall promptly notify City should Serv ice Provider , its officers, employees , agents or subcontractors be served w ith any summons , complaint, subpoena , notice of deposition , request for documents , interrogatories , request for admissions or other discovery request, court order or subpoena f rom any party regarding this Ag reement and the work performed thereunder. City retains the right , but has no obligation , to represent Service Provider or be present at any depos ition , hearing or similar proceeding . Service Provider agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Service Prov ider. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. SECTION 16 . INDEMNIFICATION. (a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Service Provider's services , to the fullest extent permitted by law, Service Provider shall indemnify , protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties ") from and against any and all liability (including liability for claims, suits, actions , arbitration proceedings, administrative proceedings , regulatory proceedings, losses, expenses or costs of any kind , whether actual , alleged or threatened, including attorneys fees and costs , court costs , interest, defense costs , and expert wi t ness fees ) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negl igent or wrongful act, error or omission of Service Provider, or by any individual or entity for which Service Provider is legally liable, including but not limited to officers , agents , employees Spectrum Enterpr ise 10/22/2018 Page 51 Spectrum~ ENTERPRISE or sub-contractors of Service Provider, in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Service Provider shall indemnify, protect, defend and hold harmless City , and any and all of its employees, officials and agents from and against any liability (including liability for claims , suits, actions , arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind , whether actual , alleged or threatened , including attorneys fees and costs, court costs , interest, defense costs , and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Service Provider or by any individual or entity for which Service Provider is legally liable , including but not limited to officers, agents, employees or sub-contractors of Service Provider. (c) Indemnification from Subcontractors . Service Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by , for, w ith or on behalf of Service Provider in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Service Provider fails to obtain such indemnity obligations from others as required herein, Service Provider agrees to be fully responsible according to the terms of this section . Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder . This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Service Provider and shall survive the termination of this Agreement or this section . (d) Limitation of Indemnification. Notwithstanding any provision of this section to the contrary, design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design professional to claims , suits, actions, arbitration proceedings , administrative proceedings , regulatory proceedings, losses , expenses or costs that arise out of, pertain to, or relate to the negligence , recklessness, or willful misconduct of the design professional. The term "design professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers , professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code . (e) City's Negligence. The provisions of this section do not apply to claims occurring as a result of City's sole negligence . The prov isions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials , employees and agents. SECTION 17. INSURANCE. Service Provider agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made Spectrum Enterprise 10/22/2018 Page 52 Spectrum ~ ENTERPRISE a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Service Provider agrees to provide City with copies of required policies upon request. SECTION 18. ASSIGNMENT. The expertise and experience of Service Provider are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Service Provider under this Agreement. In recognition of that interest, Service Provider shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Service Provider's duties or obligations under this Agreement without the prior written consent of the City. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 'Termination of Agreement." City acknowledges, however, that Service Provider, in the performance of its duties pursuant to this Agreement, may utilize subcontractors . SECTION 19. CONTINUITY OF PERSONNEL. Service Provider shall make every reasonable effort to maintain the stability and continuity of Service Provider's staff and subcontractors, if any, assigned to perform the Services . Service Provider shall notify City of any changes in Service Provider 's staff and sub-contractors, if any, assigned to perform the Services prior to and during any such performance . SECTION 20. TERMINATION OF AGREEMENT. (a) City may terminate this Agreement, with or without cause , at any time by giving thirty (30) days written notice of termination to Service Provider. In the event such notice is given, Service Provider shall cease immediately all work in progress . (b) Service Provider may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City . (c) If either Service Provider or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Service Provider, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Service Provider or City, all property belonging exclusively to City which is in Service Provider's possession shall be returned to City . Service Provider shall furnish to City a final invoice for work performed and expenses incurred by Service Provider, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. Spectrum Enterprise 10/22 /2018 Page 53 Spectrum~ ENTERPRISE SECTION 21. DEFAULT. In the event that Service Provider is in default under the terms of this Agreement , the City shall not have any obligation or duty to continue compensat ing Service Prov ider for any work performed after the date of default. Instead , the City may give notice to Service Provider of th e default and the reasons for the default. The .notice shall include the timeframe in which Service Provider may cure the default. This timeframe is presumptively thirty (30) days , but may be extended, though not reduced , if circumstances warrant. During the period of time that Service Provider is in defau lt , the C ity shall hold all invoices and shall , when the default is cured , proceed with payment on the invoices. In the alternative, the City may , in its sole discretion , elect to pay some or all of the outstanding invo ices during the period of default. If Service Provider does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 "Termination of Agreement." Any failure on the part of t he City to give notice of the Service Provider's default shall not be deemed to result in a wa iver of the City 's legal rights or any rights arising out of any provision of this Agreement. SECTION 22. EXCUSABLE DELAYS. Service Provider shall not be liable for damages, including liqu idated damages , if any , caused by delay in performance or failure to perform due to causes beyond the control of Service Provider. Such causes include , but are not limited to , acts of God , acts of the public enemy , acts of federal , state or local governments , acts of City , court o rders , fires , floods, epidemics , strikes , embargoes , and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 23. COOPERATION BY CITY. All public information, data, reports, records, and maps as are e xisting and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Service Provider in every reasonable way to facilitate , without undue delay, the Serv ices to be performed under this Agreement. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered , or mail delivery , postage prepaid and return receipt requested, addressed as follows: Spectrum Enterpr ise To City : City of Temple City Attn : City Manager 9701 Las Tunas Dr . Temple City, CA 91780 To Service Provider: 10/22/2018 Page 54 Spectrum .., ENTERPRISE Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION 25. AUTHORITY TO EXECUTE . The person or persons executing this Agreement on behalf of Service Provider represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Service Provider to the performance of its obligations hereunder. SECTION 26. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the City Manager or his or her designated representat ive. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement , including amendments that commit additional funds, consistent with Section 28 "Amendment" and the City Manager's contracting authority under the Temple City Municipal Code . SECTION 27. BINDING EFFECT. This Agreement shall be binding upon the heirs , executors, administrators, successors and assigns of the Parties. SECTION 28. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Service Provider and by the City . The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Temple City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void . SECTION 29. WAIVER. Waiver by any Party to this Agreement of any term , condition , or covenant of this Agreement shall not constitute a waiver of any other term, condition , or covenant. Waiver by any Party of any breach ofthe provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Service Provider shall not constitute a waiver of any of the provisions of this Agreement. SECTION 30. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California . In the event of litigation between the Parties , venue in state trial courts shall lie exclusively in the County of Los Angeles, California. In the event Spe ctrum Enterprise 10/22/2018 Page 55 Spectrum .. ENTERPRISE of litigation in a U .S. District Court, venue shall lie exclusively in the Centra l Dist rict of California, in Los Angeles . SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees , costs and expenses , in addition to any other rel ief to which it may be entitled . SECTION 32. ENTIRE AGREEMENT. This Agreement , including the attached Ex hibits "A " t hrough "C", is the entire , complete , final and exclusive expression of the Parties w ith respect to the matters addressed therein and supersedes all other agreements o r understandings , whether oral or written, or entered into between Service Provider and City prior to the execution of this Agreement. No statements , representations or other agreements , whether oral o r written , made by any Party which are not embodied herein shall be val id and binding . SECTION 33. SEVERABILITY. If any term , condit ion or covenant of this Agreement is declared o r determined by any court of competent jurisdiction to be invalid, void or unenforceab le , the rema i ni ng provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 34. CONFLICTING TERMS. Except as otherwise stated herein , if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control. IN WITNESS WHEREOF, the Parties hereto have e xecuted this Agreement on the date and year first-above writte~. CITY OF TEMPLE CITY Bryan Coo k, City Manager ATTEST: APPROVED AS TO FORM: Peggy Kuo, City Clerk Eric S . Vail , City Attorney Spectrum Enterprise 10/22/2018 Page 56 Spectrum ... ENTERPRISE CONTRACTOR: By (Authorized Officer) Name: Title : (2"d signature required if Corporation, Incorporation or Limited Liability Corporation) By .~~~~~~~~-----(Authorized Officer) Name: ___________ _ Title:------------ Spectrum Enterprise 10/22/2018 Page 57 NOTE: Spectrum .. ENTERPRISE SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness , accuracy , or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES ) ) On , 20 , before me,-------------------- Date Name And Title Of Officer (e.g . "Jane Doe, Notary Public") personally appeared ------------.rr.=:--;,-;--c-==,.,..---------------Name of Srgner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though this section is optional , completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name : DESCRIPTION OF ATTACHED DOCUMENT Individual Number Of Pages Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Spec trum En t erprise 10/22 /2018 Page 58 Attorney-In-Fact Trustee(s) Guardian/Conservator Other: Signer is representing : Name Of Person (s) Or En tity(ies) Spectrum ~ ENTERPRISE Date Of Document Signer(s) Other Than Named Above A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the truthfulness, accurac y, o r val idity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) On , 20 , before me,--------------------- Date Name And Title Of Officer (e.g . "Jane Doe, Notary Public") personally appeared ------------.=~~==r----------------Name of S1gner(s) who proved to me on the basis of satisfacto ry evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name : Individual Corporate Officer DESCRIPTION OfNAnrM~~f!!!B!OOCUMENT Title(s) Title or Type of Document Partner(s) Limited General Spectrum Enterprise 10/22/2018 Pag e 59 EXHIBIT "A II SCOPE OF SERVICES Spectrum ~ ENTERPRISE Upon award , Spectrum and the City of Temple City may enter into a binding contract that is subject to n egotiation between the parties hereafter (Service Agreement). Thi s proposa l sha ll not be considered an acceptance of any offer by the City of Temple City or otherw i se create a b i nding contract between the City of Temple City and Spectrum . This proposa l is submitted with the e x press understa nding that the specific, comprehensive terms under which Spectrum and the Ci t y of T emple City may enter i nto a binding contract are und er stood to be s ubject t o negotiation between the parties hereafter . Sp ec t r um 's link to it s Commercia l Terms of Service can be found at http s :/I e n te r p ri s e . spectrum . com/lega 1/se -term s-and -conditions . htm I , wh i ch sha II be u sed a s a base for all mutually agreed upon terms and conditi o n s . All agreed upon terms and conditions w i th i n th i s RFP shall be incorporated i n the Se rv ice Agr e ement hereafter. I. Service Provider will perform the following Services: A. B. C . D. II. As part of the Services, Service Provider will prepare and deliver the following tangible work products to the City: A. B. C . D. Ill. During performance of the Services, Service Provider will keep the City appraised of the status of performance by delivering the following status reports: Spectr um En terpri se 10/22/2018 Page 60 Spectrum.- ENTERPRise A. B. C. D. IV. The tangible work products and status reports will be delivered to the City pursuant to the following schedule: A. B. C . D. V. Service Provider will utilize the following personnel to accomplish the Services: A. B. C. D. VI. Service Provider will utilize the following subcontractors to accomplish the Services: A. B. C. D . Spectrum Enterprise 10/22/2018 Page 61 EXHIBIT "8" COMPENSATION Spectrum ~ ENTERPRISE Upon award, Spectrum and the City of Temple City may enter into a binding contract that is s ubject to negotiation between the partie s h erea fter (Service Agr eeme nt). This propo s al shall not be considered an acceptance of any offer by the City of Temple City or otherwise create a binding contract betwe en the City of Templ e City and Spectrum. Thi s propo s al is s ubmitted wi t h the express understanding that the s pecific, comprehen s ive term s under whi c h Spec trum and the City of Temp l e City may enter into a binding contract are und ersto od to be subject to negotiatio n b et ween the parties hereafter . Spectrum's lin k to it s Commercial Term s of Service can be found at https:/ /e nterprise .spec trum . com/lega 1/se-term s-and -c onditions . htm I, which s ha II b e used as a base for all mutually agreed upon terms and condition s. All agreed upon terms and conditions within thi s RFP s hall be incorporated in the Service Agreement hereafter . I. Service Provider shall use the following rates of pay in the performance of the Services : II. Service Provider may utilize subcontractors as indicated in this Agreement. The hourly rate for any subcontractor is not to exceed $ per hour without written authorization from the City Manager or his designee. Spectrum Enterprise 10/22/2018 Page 62 Spectrum~ ENTERPRISE EXHIBIT "C" INSURANCE Spect r um w i l l pro v ide a Certificate of Insurance upon award . A. Insurance Requirements. Service Provider shall provide and ma intain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Prov ider, its agents , representatives or employees . Insurance is to be placed with i nsurers with a current A.M. Best's rating is an assigned policyholders ' Rating of A (or higher) and Financial Size Category Class VII (or larger). Only the following "marked " requirements are applicable and Service Provider shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance . Coverage shall be at least as broad as: Spec t rum Enter p r ise 10/22/2018 Page 63 Spectrum~ ENTERPRISE Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001 ). __ Automobile Liability . Service provider shall maintain automobile insurance at least as board as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Service Provider arising out of or in connection with work to be performed under this Agreement , including coverage for any owned, hired , non-owned or rented vehicles . __ Workers ' Compensation . Workers' Compensation Insurance (Statutory Limits) and Employer's . Liability Insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Service Provider and all risks to such persons under this Agreement. Professional (Errors and Omissions) Liability . Professional liability insurance appropriate to the Service Provider's profession . This coverage may be written on a "claims made" basis , and must include coverage for contractual liability . The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage. Service Provider shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement. Any policy inception date , continuity date, or retroactive date must be before the effective date of this agreement and Service Provider agrees to maintain continuous coverage through a period of no less than three years after completion of the services required by this agreement. 1. Minimum Limits of Insurance. Service Prov ider shall ma intain limits of insurance no less than : (1) Commercial General Liability. $1,000,000 per occurrence, $2 ,000 ,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile Liability . No less than $1 ,000,000 combined single limit for each accident. (3) Workers' Compensation . Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000 ,000 per occurrence and Employer's Liability Insurance with limits of at least $1 ,000 ,000 . (4) Professional Liability. $1 ,000 ,000 per claim and in the aggregate . Spectr um Enter pri se 10/22/2018 Page 64 Spectrum .. ENTERPRISE B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended , voided , cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested , has been given to City . 2 . Commercial General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs ; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers , officials, or employees . (2) Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability . (3) Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements , or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. (4) Coverage provided by the CONTRACTOR shall be primary and any insurance or self-insurance or maintained by Agency shall not be required to contribute to it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a named insured. (5) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties , shall not affect coverage -------- Spectrum Enterprise 10/22/2018 Page 65 Spectrum ~ ENTERPRISE provided to City, and its respective elected and appointed officers , officials, emp loyees or volunteers. 3. Workers' Compensation Coverage . Unless the City Manager otherwise agrees in writing , the insurer shall agree to waive all rights of subrogation against City , and its respective elected and appointed officers , officials, employees and agents for losses arising from work performed by Service Provider. C . Other Requirements . Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C ". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete , certified copies of all required insurance policies, at any time. 1. Service Provider shall furnish certificates and endorsements from each subcontractor identical to those Service Provider provides. 2 . Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials , employees and volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims . 3 . The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. Sp ect ru m Enterpri se 10/22/201 8 Page 66 Spectrum .. ENTERPRISE SPECTRUM EXCEPTION DOCUMENT EXCEPTIONS CHART The City of Temple City, California Terms and Conditions This Exceptions Chart is a necessary component of the response provided by Charter Communications Operating , LLC ("Spectrum") to The City of Temple City ("Customer"). Spectrum has taken exceptions as necessary throughout its response and has included an Exceptions Chart to the Sample Agreement section of this RFP. The exceptions to the terms and conditions set forth in the RFP shall apply to the parties. Spectrum's link · to its Commercial Terms of Service can be found at https://enterprise.spectrum .com/legal/se-terms-and-conditions.html, which shall be used as a base for all mutually agreed upon terms and conditions. Spectrum's proposal shall not be considered an acceptance of an offer by The City of Temple City or otherwise create a binding contract between The City of Temple City and Spectrum. This proposal is submitted with the express understanding that the specific, comprehensive terms under which Spectrum and The City of Temple may enter into a binding contract are understood to be subject to ~egotiation between the parties hereafter. This proposal may assume a certain minimum level of acceptance of our bid. Therefore, in the event only a portion of Spectrum's proposal is accepted, our offer may be affected, and thus , Spectrum requests to review any such partial acceptance before final acceptance. (I) REFERENCE TERM SCHEDULE OF PERFORMANCE Spect r um Enterprise (J) EXCEPTION SUMMARY SERVICE AGREEMENT TERM. The Service Agreement shall be effective upon the earlier to occur of (a) the late st date of the signatures of the Parties; or (b) Spectrum 's commencement of performance (the "Effective Date"). The Service Agreement shall remain in effect until the expiration or proper termination of the final existing Service Order entered into under this Service Agreement (the "Term"). SERVICES. Customer shall request Services hereunder by submitting orders in a manner required by Spectrum. Upon Spectrum's acceptance of a Service Order, as indicated either by: (a) Spectrum's written acceptance, (b) by Spectrum's delivery of the Services, or (c) commencement of installation , such Service Order shall be deemed incorporated into the Service Agreement. Spectrum shall provide the Services to Customer at the Service address(es) specified in the applicable Service Order ("Service Location(s)"). ORDER TERM. The "Initial Order Term" is the time period starting on the date the Services are functional in all material respects and available for use (the "Billing Start Date"), and continuing for the period of time specified in the Service Order(s). Upon ex piration of the Initial Order Term , the applicable Service Order shall automatically renew for successive one-month terms (each a "Renewal Order Term ", collectively with the Initial Order Term, the "Order Term "), unless either Spectrum or Customer elects to not renew the Service Order by notice provided to the other at least thirty (30) days in advance of the expiration of the then -current Order Term . So long as Customer properly performs all necessary site preparation and provides Spectrum with all required consents, Spectrum shall endeavor to meet the Customer's desired installation date. However, due to time constrains which are required for construction, designs, permits and various other factors, Spectrum will only commit to an estimated timeframe for delivery of Service. Spectrum 's implementation goal is typically 90 -120 days, however, upon award , a more accurate estimation will be provided once a project team has been assigned. Spectrum shall not be liable for any damages whatsoever resulting from delays in 10/22/2018 Page 67 (I) REFERENCE STANDARD PAYMENT TERMS Spectrum Ent erprise Spectrum ... ENTERPRISE (J) EXCEPTION SUMMARY meeting the estimated service date due to delays resulting from normal installation procedures or events beyond Spectrum's control. Customer shall pay recurring and non-recurring charges , taxes , and fees for the Services in the amount specified on the Serv ice Order and other applicable charges as described in this Service Agreement (collectively, "Service Charges"). (a) Charges. Spectrum invoices for monthly recur ring charges specific to the Service(s) ("MRCs"), plus applicable taxes , fees , and surcharges , in advance on a monthly basis. Spectrum invoices for non-recurring, one-time charges ("OTCs") for construction or installation charges after the Bill ing Start Date or as specified in the Service Order. All other charges , includi ng usage-based charges (e.g., phone usage, pay-per view charges), will be invoiced monthly in arrears . Service Charges are payable w ithin thirty (30) days afte r the date appearing on the invoice. If Spectrum fails to present a Service Charge in a timely manner, such failure shall not constitute a waiver of the charges for the Services to which it relates , and Customer shall be respons ible for and pay such Service Charges when invoiced in accordance with these payment terms. Spectrum shall have the right to increase MRCs for each Service after the Initial Order Term for such Service upon thirty (30) days ' not ice to Customer. (b) Taxes, Surcharges. and Fees . Quoted prices exclude applicable ta xes , fees and surcharges. Customer shall pay all applicable taxes , fees, or surcharges imposed on or in connection with the Serv ices that are the subject of this Service Agreement, including but not limited to applicable federal , state , and local sales, use, property, excise, telecommunications , or other taxes , franchise fees , federal and state universal service fund fees , and other state or local governmental charges or regulatory fees , excluding income taxes measured on Spectrum's net income. If a Customer wishes to claim tax - exempt status, then Customer must supply Spectrum with a copy of Customer's tax exemption certificate or other documentation supporting Customer's certification of its entitlement to such exempt status with in fifteen (15) days of installation of applicable Services . If Customer supplies such documentation after that time, Spectrum will apply it to Customer's account on a prospective basis, allowing Spectrum at least th irty (30) days for processing. To the extent such documentation is held inval id for any reason, Customer agrees to pay or reimburse Spectrum for any tax or fee not collected or liability incurred, including without limitation related interest and penalties arising from Spectrum's reliance on such invalid certificate or documentation . Customer hereby consents that Spectrum may disclose such written documentation, which may include a tax exemption form, to any governmental authority. Tax-exempt status shall not relieve Customer of its obligation to pay applicable franchise fees or other non-tax fees and surcharges since the application of such fees and surcharges may not be governed by the tax standing of Customer. Spectrum reserves the right, from time to time , to change the surcharges for Services under th is Service Agreement to reflect incurred costs, charges , or obligations imposed on Spectrum to the extent permitted , required , or otherwise not proh ibited under applicable law (e .g., universal service fund charges). Furthermore, Spectrum shall have the right to collect or recover from Customer the amount of any state or local fees or taxes arising as a result of th is Service Agreement , wh ich are imposed on Spectrum or its services, or otherwise assessed or calculated based on Spectrum's receipts from Customer that Spectrum is entitled under applicable law to pass through to or otherwise charge Customer for Customer's use or receipt of the Services. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer's invoice. To the extent that a dispute arises under this Serv ice Agreement as to which Party is liable for fees or taxes, Customer shall bear the burden of proof in 10/22/2018 Page 68 (I) REFERENCE Spectrum Enterprise Spectrum~ ENTERPRISE (J) EXCEPTION SUMMARY showing that the fee or tax is imposed upon Spectrum 's net income. This burden may be satisfied by Customer producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on Spectrum's net income. Customer acknowledges that currently , and from time to time , there is uncertainty about the taxability or regulatory classification of some of the Services Spectrum provides and , consequently, uncertainty about what fees, taxes and surcharges are due to or from Spectrum or from its customers. Customer agrees that Spectrum has the right to determine , in its sole discretion, what fees , taxes and surcharges are due and to collect and remit them to the relevant governmental authorities, or to pay and pass them through to Customer. Customer hereby waives any claims it may have regarding Spectrum's collection or remittance of such fees , taxes, and surcharges. (c) Change Requests . Any charges associated w ith Service and Spectrum Equipment or Customer Equipment installations, changes , or additions requested by Customer subsequent to exec uting a Service Order for the applicable Service Location are the sole financ ial responsibi lity of Customer. Spectrum shall notify Customer of any additional OTCs and /or adjustments to MRCs associated with or applicable to such Customer change requests prior to making any such change . Customer's fa ilure to accept such additional charges within five (5) business days of receiving such notice shall be deemed a rejection by Customer, and Spectrum shall not be liable to perform any work giving rise to such charges . For accepted charges, Customer shall be assessed such additional OTCs and/or adjustments of the MRCs either (i) in advance of implementation of the change request or (i i) beginning on Customer's next and/or subsequent invoice (s). (d) Site Visits and Repairs . If Spe ctrum visi ts a Service Location to e ither inspect the Services or respond to a service request , and Spectrum reasonab ly determines that the cause of the service issue is not due to a problem arising from Spectrum's Network or Spectrum Equipment, but rather is due to Customer misuse, abuse, or modification of the Services, Customer Equipment or facilities, or due to simi lar acts by a third party not under Spectrum's control or direction, then Spectru m may invoice Customer at Spectrum's then-prevailing commercial rates fo r an on-site visit, plus any charges for Spectrum Equipment repai r or replaceme nt as a result of Customer or third party damage that may be necessary. (e) Invoicing Disputes ; Late and Collection Fees . Customer must provide noti ce to Spectrum of any disputed charges within si xty (60) days of the invoice date on which the disputed charges appear for Customer to re ceive any credit that may be due . Customer must have and p resent a reasonable bas is for disputing any amount charged . Undisputed amounts not pa id within thirty (30) days of the invoice date shall be past due and subject to a late fee up to the lesser of 1.5% of the MRC per month or the maximum am ount permitted by la w. If Serv ices are suspended due to late payment, Spectrum may req uire that Customer pay all past due charges, a re connect fee, and one or more MRCs in advance before reconnecting Services . Spectrum may charge a reasonable service fee for all returned c hecks and bank ca rd, credit card or other charge card charge-backs. Customer shall be responsible for a ll expenses , including reasonable attorney fees and collecti on costs, incurred by Spectrum in collecting any unpaid amounts due under th is Serv ice Agreement. (f) Credit Verification . Spectrum shall have the right to verify Customer's credi t standing at any time. Additionally , Spectrum may at any time require Customer to make a deposit and/or advance payment. The deposit requested w ill be in cash, the equivalent of cash , or a ban k, credit card or account debi t authorization and does not relieve Customer of the respo ns ibility for the 10/22/2018 Page 69 (I) REFERENCE SPECTRUM'S PROPRIETARY RIGHTS RECORDS Spectrum Enterprise Spectrum .., ENTERPRISE (J) EXCEPTION SUMMARY prompt payment of invoices when due. Spectrum may deduct amounts from the deposit, bill any bank or credit card provided , or utilize any other means of payment available to Spectrum, for past due amounts. (g) Bundled Pricing . If Customer has selected a bundled offer , meaning a discounted MRC for receiving more than one Spectrum Service ("Bundle"), then the following conditions shall apply: i. In consideration for Customer's purchase of all Services in the Bundle, and only with respect to that period of time during wh ich Customer continues to purchase the specific Services in such Bund le and during which such Bundle is in effect, the correlating discount to the Services in such Bundle , ordered pursuant to the Spectrum program governing such Bundle, will be reflected in the MRC for the respective Services. ii. Upon Termination by Customer, for any reason ot her than a Spectrum Default, of any Service component of the appli cable Bundle , the pricing for the remaining Service(s) shall revert to Spectrum 's unbundled prici ng for such Service(s) in effect at the time of Terminatio n. Termination liability applicable to the Services under this Service Agreement shall otherwise remain unchanged . All materials including, but not limited to, any Spectrum Equipment (including related firmware), software, data and information provided by Spectrum, any identifiers or passwords used to access the Service or otherwise provided by Spectrum, and any know-how, methodologies or processes including, but not limited to , all copyrights, trademarks, patents, t rade secrets, any other proprietary rights inherent therein and appurtenant thereto , used by Spectrum to provide the Service (collectively "Spectrum Materials") shall remai n the sole a nd exclusive property of Spect rum or its suppliers and shall not become a fixture to the Service Location . Customer shall acquire no title to , interest or right (i nclud ing intellectual property rights) in the Spectrum Materials by virtue of the payments provided for herein other than the limited, non-exclusive, and non-transferable license to use the Spectrum Materials solely for Customer's use of the Service. Customer may not disassemble, decompile, reverse engineer, reproduce, modify, or d istribute the Spectrum Materials, in whole or in part, or use them for the benefit of any t hird party . Customer shall not cause or permit the dis ab ling or circumvention of any security mechanism contained in or associated with the Services. All rights in the Spectrum Materials not expressly granted to Customer herein are rese rved to Spectrum or its suppliers . Customer shall not open , alter, m isuse, tamper with , or remove the Spectrum Equipment or Spectrum Materials as and where installed by Spectrum, and shall not remove any markings or labels from the Spectrum Equipment or Spectrum Materials indicating Spectrum (or its suppliers) ownership or serial numbers. To the extent required by applicable law, Spectrum shall keep complete and accurate documents, information and records concerning the Services provided to C ustomer in accordance with Spectrum's pol icy. As allowed by applicable law, Customer may audit such documents, information and records for the prev ious 12-month period not more than one time per year and Customer's aud it rights shall be limited to documents, information and records pertaining to Services provided to Customer and not with respect to other customers . Audits un dertaken by Customer shall be limited to Spectrum's operati ons only, and Spectrums confidential financial information, network systems, books, records a nd accounts shall not be made available for audit. Spectrum may require Customer's aud ito rs to sign a reasonable non-disclosure agreement. All audits shall be at Customer's expense. 10/22/2018 Page 70 (I) REFERENCE STANDARD OF PERFORMANCE SUBCONTRACTORS PERFORMANCE COMPLIANCE WITH LAWS CONFIDENTIALITY PRIVACY Spectrum Enterpr ise Spectrum ., ENTERPRISE (J) EXCEPTION SUMMARY While on-site at Customer's Service Lo ca tion , Spectrum will perform all Services usi ng personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with industry standards for similar services. Any subcontractors, if needed, will be named upon award. In the event a subcontractor is utilized in the performance of the Agreement, Spectrum is solely responsible for all subcontractor work and obligations as outlined in the Agreement. Unless otherwise set forth in an Attachment or service level agreement, Spectrum will use commercially reasonable efforts to provide the Services to Customer twenty-four (24) hours per day, seven (7) days per week. It is possible, however, that there will be interruptions of Service. The Service may be unavailable from time-to-time either for schedul ed or unscheduled maintenance, technical difficulties, or for other reasons beyond Spectrum's reasonable control. Temporary service interruptions or outages for such reasons, as well as service interruptions or outages caused by Customer, its agents and employees, or by a Force Majeure Event, shall not constitute a failure by Spectrum to perform its obligations under this Service Agreement. As between the Parties, Spectrum shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Spectrum's operation and provision of the Services as contemplated in the Service Agreement, and Customer shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with r espect to Customer's use of the Services as contemplated in the Serv ice Agreement. Unless specified otherwise in the Service Agreement, each Party shall give all notices, pay all fees and comply with all applicable laws, ordinances, rules and regulations relating to its performance obligations specified in the Service Agreement. The Service Agreement is subject to all ' applicable federal , state or loca l laws and regulations in effect in t he relevant jurisdiction(s) in which Spectrum provides the Services. If any provision of the Service Agreement contravenes or is in conflict with any such law or regulation, then the terms of such law or regulation shall take priority over the re levant provision of the Service Agreement. If the relevant la w or regu lation applies to some but not all of the Services being provided unde r the Service Agreement, then such law or regulation sha ll take priority over the relevant provision of the Service Agreement only for purposes of those Services to which the law or re gu lation applies. Except as explicitly stated in the Serv ice Agreement, nothing conta in ed in the Service Agreement shall consti tute a waiver by Spectrum of any rights under applicable laws or regulations pertaining to the installation, construction, operation, maintenance or removal of the Services, facilities or equipment. Customer agrees to maintain in confidence, and not to disclose to third parties or use, except fo r such use as is expressly permitted herein, the Spectrum Materials and any other information and materi als provided by Spectrum in connection with thi s Service Agreement, including but not limited to the co ntents of thi s Service Agreement and any Service Orders. Neither party may issue a press release, public announcement or other public statements regarding the Service Agreement without th e other party's prior conse nt. Spectrum ag rees to maintain in con fid ence, and not to disclose to third parties or use, except for such use as is expressly permitted herein, information and mate rials provided by Customer in connection with this Services Agreement that is designated as confidential or proprietary, provided, th at information transmitted through the use of the Services is not considered confidential information for purposes of this Services Agreement. Spectrum also maintains a Privacy Policy with respect to th e Servi ces in order to protect th e priva cy of its customers. The Privacy Policy may be found on 10/22/2018 Pa ge 71 (I) REFERENCE INDEMNIFICATION ASSIGNMENT DEFAULT, SUSPENSION OF SERVICE, AND TERMINATION NON-APPROPRIATION Spectrum Enterprise Spectrum ., ENTERPRISE (J) EXCEPTION SUMMARY Spectrum's website at http ://enterprise .spectrum .com /. The Privacy Policy may be updated or modified from time-to-time by Spectrum, with or without not ice to Customer. Customer's privacy interests, including Customer's ability to limit disclosure of certain information to third parties, may be addressed by, among other laws, the Federal Telecommunications Act , the Federal Cable Communications Act, the Electronic Communications Privacy Act, and , to the extent applicable, state laws and regulations . Customer proprietary network information and personally identifiable information that may be collected, used or disclosed in accordance with applicable laws is described in an Attachment, the Privacy Policy , and, if applicable, in Spectrum's tariff, wh ich are incorporated into, and made a part of, this Service Agreement by this reference. In addition to the foregoing , Customer hereby acknowledges and agrees that Spectrum may disclose Customer's and its employees' personally identifiable information as required by law or regulation , or the American Registry for Internet Numbers or any similar agency, or in accordance with the Privacy Policy o r, if applicable, tariff(s). In addition, Spectrum shall have the right (except where prohibited by law), but not the obligation , to disclose any information to protect its rights, property or operations, or where circumstances suggest that individual or publ ic safety is in peril. Spectrum shall indemnify and defend the Customer and its boards, officers, agents and employees, from and against third party claims, liabilities, damages and expenses, including reasonable attorneys' and other professionals' fees , for bodily injury or tangible property damage directly caused by the gross negligence or willful misconduct of Spectrum, its employees or cont ractors, at the site(s) as a direct result from Spectrum's installation, removal or maintenance at Customer's Service locations of the Spectrum Equipment. Customer understands and agrees that Spectrum disclaims and shall not be responsible for any liability to the full extent that such arises from Customer's misrepresentation with regard to or noncompliance with the terms of this Agreement and/or any Service Order, Custome r's failure to comply with applicable law, and/or Customer's negligence or willful misconduct. Customer may, upon prior written notice to Spectrum , assign this Services Agreement and the associated Service Order(s) to affi liates controlling, controlled by, or under common control with Customer, or to its successor-in- interest following a merger or sale of substantially all of its assets to a non- affiliated entity; provided that Customer has paid Spectrum all amounts due and owing for all Services provided by Spectrum pursuant to this Serv ices Agreement at the time Customer provides such notice of assignment. Spectrum may assign its rights and obligations under this Services Agreement, in whole or in part, and any Service Order(s) to affiliates controlling, controlled by or under common control with Spectrum, or to its successor-in-interest if Spectrum sells some or all of the underlying communications system(s) without the prior approval of or notice to Customer. Default. A Party shall be in default under this Service Agreement if it has failed to comply with the terms of this Service Agreement or any of all of the applicable Service Orders, including without limitation the obligation to pay any amounts due, and such Party fails to correct each such noncompl iance within thirty (30) days of receipt of notice from the non-defaulting Party describing in reasonable detail the default or noncompliance ("Default"). Mutual Termination Rights. Either Party may terminate this Service Agreement or a Service Order if: (i) the other Party is in Default; (ii) the other Party liquidates , is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debts, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange; or (iii) after entering into such Service Order, Spectrum learns that the costs to deliver the Services to the Service Locat ion shall require a 10/22/2018 Page 72 (I) REFERENCE FORCE MAJEURE Spectrum Enterprise Spectrum ... ENTERPRISE (J) EXCEPTION SUMMARY material increase in the Service Charges and Cus tomer does not agree to pay such additional Service Charges by executing a revised Service Order. Termination for Convenience by Customer. Notwithstanding any other te rm or provision in this Service Agreement , Customer may termin ate a Service Order, or this Service Agreement, at any time upon thirty (30) days prior noti ce to Spectrum, subject to payment of all outstanding amounts due, payment of any applicable Termination Charges (as defined below), and the return of any Spectrum Equipment. Spectrum's Right to Suspend. Spectrum shall have the right , at its option , without prior notice, and in addition to any other rights of Spectrum expressly set forth in this Service Agreement and any other remedies it may have under applicable law to suspend Services if Customer fails to comply with any applicable laws or regulations or this Service Agreement, or if Customer or its End Users' use of the Service is determined by Spectrum, in its sole discretion, to result in a material degradation of the Spectrum Network until Customer remed ies any such noncomplia nce or degradation . Any suspension shall not affect Customer's on- going obligation to pay Spectrum any amounts due under this Service Ag reement. If Spectrum suspends any Service, Spectrum may require the payment of reconnect or other charges before restarting the suspended Service. Termination Charges . Upon Termination, Customer must pay all Services Charges then due for Services provided through the effective date ofTerminati on. In addit ion , if Termination is due to Customer Default or for Customer's convenience, Customer must pay Spectrum a termination charge (a "Te rminatio n Charge"), which the Parties recognize as liquidated damages and not as a penalty. Th is Termination Charge shall be equal to 100% of the unpaid balance of all Service Charges that would have been due throughout the applicable Order Term, including, without limitation , the outstanding balance of any and all unpaid OTCs. The forego ing terms will also apply to any partial Termination impacting one or more Service Orders, but not the entire Service Agreement. Survival. The provisions of sections 6(c), 7(b), 7{e), 13(e), 13(f), 14, 15, 18-22 and the Attachments shall survive the termination or expiration of the Service Agreement. Notwithstanding anything to the contrary, if the funds Customer requests for Services under a Service Order for a fiscal year are not approp riate d (a "Non- Appropriation"), Customer shall have the right to terminate , without penalty , such Services at a Service location listed on such Service Order, provided that Customer shall (a) provide Spectrum with at leas t thirty (30) days written notice prior to the start of such fiscal year sett ing forth how such Non-Appropriation did not result from the act or failure by Customer; (b) pay Spectrum all amounts due and owing at the time of such Non -A ppropriation for all Services provided by Spectrum pursuant to the Contract; (c) pay to Spectrum, upon receipt of invoice , all construction expenses and other non-recurring charges associated with the Services, and any costs and expenses incurred by Spectrum to deal with the Non-Appropriation, including, without limitation , any applicable third-party termination liability charges; (d) promptly shall cease all use of any software provided by Spectrum hereunder for such Service, and shall return such software to Spectrum ; and (e) return to Spectrum or permit Spectrum to remove, in Spectrum 's sole discretion, the Equipmen t in the same condition as when received, ordinary wear and tear excepted. Customer shall be responsible for reimbursing Spectrum for the repair o r replacement of any Equipment not returned in accordance with this paraQraph . Notwithstanding anything to the contrary in the Service Agreement , neither Party shall be liable to the other for any delay, inconvenience, loss , liability or damage resulting from any failure or interruption of Serv ices, directly or indi rectly caused by circumstances beyond such Party's control, including but not limited to denial of use of poles or other facilities of a utility company, labor disputes , acts of wa r 10/22/2018 Page 73 (I) REFERENCE DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY Spec trum En terpri se Spectrum ~ ENTERPRISE (J) EXCEPTION SUMMARY or te rrori sm, criminal , illegal o r unlawful acts , weather, fire , flood , natu ral causes, mechanical or power fa ilures , fiber cuts , governmental acts or any order, law or ordinance in any way restricting the operat ion of the Services (each a "F orce Majeure Event"). Changes in economic, business , or competitive conditions shall not be considered a Force Majeure Event. DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND SPECTRUM EQUIPMENT, AND US ES THE SAME AT ITS OWN RISK , AND FOR ACCESS TO AND SECURITY OF CUSTOMER 'S EQUIPMENT AND CUSTOMER'S NETWORK. SPECTRUM EX ERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE APPLICATIONS OR CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND SPECTRUM EX PRESSLY DISCLAIMS AN Y RESPONSIBILITY FOR SUCH APPLICATIONS OR CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SERVICE AGREEMENT, THE SERVICE, SPECTRUM EQUIPMENT, AND ANY SPECTRUM MATERIALS ARE PROVIDED "AS IS, WITH ALL FAULTS ," WITHOUT WARRANTIES OF ANY KIND , EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE , NON- INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY , QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE . NO ADVICE OR INFORMATION GIVEN BY SPECTRUM, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOY EES SHALL CREATE AN Y WARRANTY. SPECTRUM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS , PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES , WILL BE UNINTERRUPTED, SECURE , ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR W ITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE SERVICE AGREEMENT, SPECTRUM DOES NOT WARRANT THAT AN Y SERVICE OR EQUIPMENT PROVIDED BY SPECTRUM WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE . IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE . CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED , UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER 'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER 'S OR ANY END USER'S EQUIPMENT OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER'S OR AN Y END USER'S USE OF THE SERVICE , INCLUDING, WITHOUT LIMITATION, VIA SENDING OR RECEIVING , UPLOADING OR DOWNLOADING , OR OTHER TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION , CUSTOMER ACKNOWLEDGES AND AGREES THAT SPECTRUM'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVI C E AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS SERVICE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE , SY STEM INTEGRATION , DATA ACCURACY OR QUIET ENJOY MENT . LIMITATION OF LIABILITY. WITHOUT LIMITING ANY EXPRESS PROVISIONS OF THIS SERVICE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, AN Y END USER, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, RELIANCE , OR PUNITIVE DAMAGES (INCLUDING LOST BUSINESS, REVENUE , PROFITS , OR GOODWILL) ARISING IN CONNECTION WITH THIS 10/22/2018 Page 74 (I) REFERENCE SERVICE LOCATION ACCESS AND INSTALLATION Spectrum Enterprise Spectrum ~ ENTERPRISE (J) EXCEPTION SUMMARY SERVICE AGREEMENT OR THE PROVISION OF SERVICES, INCLUDING A NY SERVICE IMPLEMENTATION DELAYS OR FAILURES , UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY , STRICT LIABILITY, MISREPRESENTATION, OR NEGLIGENCE , EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAV E KNOWN OF THE POSS IBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OF CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS SERVICE AGREEMENT. SPECTRUM'S MAXIMUf\11 LIABILITY TO CUSTOMER WITH REGARD TO ANY SERVICE ORDER SHALL NOT EXC EED THE AMOUNT, EXCLUDING OTCS, PAID OR PAYABLE BY CUSTOMER TO SPECTRUM FOR THE APPLICABLE SERVICE ORDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVE NTS GIV ING RISE TO T HE CLA IM . SPECTRUM SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVA ILABI LITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR ANY OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REM OT E MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER- PROVIDED EQUIPMENT, FACILITIES OR SERVICES. ~) Access. Spectrum requires reasonable access to each Service Location at any time throughout th e Term as necessary for Spectrum to provide the Services and to review, install, inspect, ma intain , repai r, or remove any Spectrum-provided cabling , modems , related splitters, routers or other equipment ("S pectrum Equipment") used to prov ide the Services. If Customer owns or controls the Service Lo ca tion(s), Custome r hereby grants Spectrum permission to enter the Service Location(s) in order for Spectrum to fulfill its obligations and exercise its rights unde r the Service Agreement. If a Service Location is not owned or controlled by Customer, Customer will obtain, with Spectrum's reasonable assistance , appropriate right of access . If such right of access for Spectrum is not obtained by either Party, then Spectrum may decline Customer's request for Services, or terminate or amend the affected Service Order with respect to the Service Location that Spectrum cannot access, without any liabil ity to Custome r. p) Installation Review. Spectrum may perform an insta llat ion rev iew of each Service Location prior to installation of the Services to determine serviceability or the need to extend Spectrum 's facilities, fiber optic cable, electronics, or other equipment (collectively, the "Network") to provide the Services at the Service Location . If during the installation review, Spectrum determines that additional work is req uired to enable Spectrum to deliver the Services to the Service Lo cation , Spectrum will notify Customer of any additional Service Charges (as defined below) in excess of the amounts previously specified in a quote or Service Order. Upon request , Customer shall provide Spectrum with accurate site and/or physical network diagrams or maps of a Service Location , including electrical and other utility service maps , prior to the installation review . c) Site Preparation . Customer shall be responsibl e for necessary preparations at the Service Location(s) for delivery and installation of Spectrum Equipment and the installation and ongoing provision of Services, including the relocation of Customer's equipment, furniture and furn ishings as necessary to access the Spectrum Equipme nt or Services . In addit ion, Customer shall provide Spectrum with floor space , rack space, other space and clean power as is reaso nably neces sary for the installa tion and operation of Spectrum Equipment at the Service Location(s). Customer shall not charge Spectrum , and shall ensure that Spectrum does not incur, any fees or expenses whatsoever in connection with Customer's provision of space, power, or access as described herein , or otherwise in connection with Customer's performan ce of its obligations pursuant to this section; and 10/22/2018 Page 75 (I) REFERENCE Spectrum Enterprise Spectrum~ ENTERPRISE (J) EXCEPTION SUMMARY any such fees or expenses charged by any other end user accessing or using the Services ("End User") shall be borne so lely by Customer. Any failure or refusal by Customer to be ready to receive Services does not release Customer from its obligation to pay Service Charges for any Service that is otherwise available for Customer's use. ~) Installation. Spectrum will schedule one or more installation visits with Customer. At the Customer's request, Spect rum may perform installation or maintenance on weekends or times other than during normal business hours; provided, however , Customer may be assessed reasonable , additional Service Charges based on Spectrum's actual incurred labor, material or other costs for such non-routine installation or ma intenance. Customer's authorized representative must be present during installation. If Spectrum is unable to insfall the Service as a result of (i) Customer's (or any End User's) failure to deliver any required materials , support or information to Spectrum ; (ii) Customer's (or any End User's) failure to provide access to a Service Location; or (iii) Spectrum not being able to obtain access to equipment at the Service Location as necessary for installation of the Service, then Customer shall pay Spectrum a Service Charge at Spectrum's then prevailing rates for any installation tr ip made by Spectrum and an additional Service Charge for each subsequent trip necessary to perform the Service installation. In addition, if Spectrum 's installation of the Service is delayed as a result of Customer's actions or inactions as set forth above or if Customer is otherwise refusing or not ready to receive Services, then Spectrum will notify Customer that Spectrum is ready to finalize in stallation of the Services (the "Ready Notice") and may begin invoicing Service Charges as set forth in Section 7 upon the earlier of the Billing Start Date or sixty (60) days after the date of the Ready Notice. If during the course of installation Spectrum determines add itional work is necessary to enable Spectrum to deliver the Serv ices to the Service Location, Spectrum will notify Customer of any additional Service Charges in excess of the amounts previously specified in a quote or Service Order. If Customer does not agree to pay such Service Charges by executing a revised Service Order within five (5) business days of receiving the same , Customer and Spectrum shall each have the right to terminate the applicable Service Order. Spectrum may act as Customer's agent for ordering access connect ion facilities provided by other providers or entitles when authorized by Customer to allow connection of a Service Location to the Network. Customer shall perform interconnection of the Services and Spectrum Equipment with any Customer-provided or End User equipment (collectively, "Customer Equipment"), unless otherwise set forth in an Attachment or agreed in writing between the Parties, and shall conform its Customer Equipment and software, and ensure that each End User conforms its equipment and software , to the technical specifications for the Service provided by Spectrum . Spectrum shall be responsible for reasonable restoration efforts necessary to address any displacement resulting from excavation and for those damages directly caused by Spectrum 's faulty workmansh ip or installation of the . Service, provided that the boring of holes or insertion of fasteners through the surface of walls for attachment of peripheral equ ipment wi ll not be deemed damages but rather part of normal workmansh ip. If the installation and maintenance of Services at the Service Locations is or becomes , in Spectrum's sole opinion, hazardous or dangerous to Spectrum's employees or Network, the public, or property, including without limitation due to the presence of asbestos or other hazardous materials , Spectrum may refuse to install and maintain such Service or stop providing Services until such time as the condition is remedied or an alternat ive Service Location is designated 10/22/2018 Page 76 (I) REFERENCE EQUIPMENT Spectrum Enterprise Spectrum ., ENTERPRISE (J) EXCEPTION SUMMARY that is not hazardous or dangerous. Customer shall bear any additional costs incurred by Spectrum arising from any such hazardous or dangerous conditions. (a) Equipment Responsibilities and Safeguards. Spectrum shall use commercially reasonable efforts to maintain and secure the Spectrum Equipment used by Spectrum to provide Services to Customer. Except as otherwise provided in this Service Agreement or any Service Order(s), Customer shall be responsible for the maintenance or repair of any cable , electronics, structures, equipment or materials owned or provided by Customer. Customer shall not, and shall not cause any third party to, move, modify, disturb, alter, remove, relocate to another Service Location, install software not provided by Spectrum , or otherwise tamper with any portion of the Spectrum Equipment without the prior consent of Spectrum . Customer shall be responsible for loss or damage to the Spectrum Equipment while at Customer's or an End User's facilities . Customer shall also ensure that all Spectrum Equipment at Customer's and End Users' Service Loca tion(s) remains free and clear of all liens and encumbrances. (b) Customer Security Responsibilities . Customer shall be responsible for all access to and use of the Service, including whether or not Customer has knowledge of or authorizes such access or use . Customer shall be responsible for the implementation of reasonable security measures and pro ced ures with respe ct to use of and access to the Service Locat ion, Service, and Spectrum Equipment. Customer shall secure and maintain any and all Customer Equipment, including, but not limited to, Private Branch Exchanges (including other non-Spectrum switches , collectively , "PBXs"), where applicable, and any applications access ible through use of Customer Equipment, and shall be solely responsible for any conduct through and any charges incurred on Customer's Service account, regardless of whether such activity or charges are authorized by Customer management or involve fraudulent activity until such time as Customer informs Spectrum of any fraudulent or unauthorized access . Without limiting Customer's responsibilities , Spectrum has the right to implement reasonable measures to track, manage, and secure the connection between any Customer Equipment or applications used by Customer, End Users , or any third party who accesses the Customer Equipment and the Spectrum Network, including without limitation authentication or other security access pro ce dures . Spectrum may suspend any affected Services if Spectrum discovers or becomes aware of any breach or compromise of the security of any Customer Equ ip ment, Service, Service Location, Spectrum Equipment, or connection to the Spectrum Network. (c) Equipment Return. Retrieval. Repair and Replacement. Immediately upon termination of this Service Agreement or Service Order(s) ("Termination "): (i) at the discretion of Spectrum, Customer shall return, or allow Spectrum to retrieve, the Spectrum Equipment in the condition in which the Spectrum Equipment was received , subject to ordinary wear and tear ; and (ii) promptly cease all use of and return , if applicable, to Spectrum any software or software services prov ided by Spectru m ("Software"). Failure of Customer to return or allow Spectrum to retrieve the Spectrum Equipment within fifteen (15) days after Services are terminated will result in a charge to Customer's account equal to either Spectrum's applicable unreturned equipment charge or the retail cost of replacement of the unreturned Spectrum Equipment. If applicable, Customer shall pay for the repair or replacement of any damaged Spectrum Equipment, except such repairs or replacements as may be necessary due to norma l and ordinary wear and tear or material or workmanship defects, together with any costs incurred by Spectrum in obtaining or attempting to regain possession of Spectrum Equipment. 10/22/2018 Page 77 (I) REFERENCE GOVERNING LAW; CLAIMS LIMITATION; WAIVER OF JURY TRIAL ORDER OF PRECEDENCE ENTIRE AGREEMENT Spectrum Enterprise Spectrum ~ ENTERPRISE (J) EXCEPTION SUMMARY The law of the state of California shall govern the construction, interpretation , and performance of this Service Agreement , except that any conflicts -of-law principles of suc h state that would result in the application of the law of another jurisdiction shall be disregarded). Any legal action brought under or in connection with the subject matter of the Service Agreement shall be brought only in the federal district court of California or, if such court would not have jurisdiction over the matter, then only in a California state court sitting in the County of Los Angeles, California. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action und er or in connection with the subject matter of the Service Agreement in any other court or forum . Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Service Agre ement in the Federal or state courts sitting in the County of Los Angeles , California, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum . Any claim that Customer wishes to assert under the Service Agreement must be initiated not later than one (1) year after the claim arose. IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS SERVICE AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND SPECTRUM EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY. Each Service shall be provisioned pursuant to t he terms and conditions of this Service Agreement. In the event that Spectrum permits Customer to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Customer, and any different or additional terms contained in such purchase order shall have no force or effect. To the extent that the terms of the Service Agreement or any Service Order are in co nsistent with the terms of any applicable tariff, the tariff shall control. To the extent that the terms of any Service Order are inconsistent with the terms of these Terms of Service, the Terms of Service shall control, excluding pricing discounts, nonrecurring fees, or order fulfillment timing terms to the extent permissible under applicable law set forth in the Service Order that shall control. T his Service Agreement, including without limitation all Attachments, incorporated documents and any executed Service Orders constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof. This Service Agreement supersedes all prior understandings, promises, and undertakings, if any, made orally or in writing by or on behalf of the Parties with respect to the subject matter of this Service Agreement, including without limitation any prior confidentiality or non-disclosure agreement between the Parties regard ing the purchase and sale of Spectrum Services. Customer should also co nsult Spectrum's websi te https://enterprise .spectrum.com/ to be sure Customer is aware of Spectrum's Acceptable Use Policies, Network Management Practices, applicable tariffs and price guides, a nd other policies or practices that are applicable to Customer's use of the Services (collectively "Policies"). Customer's use of the Services shall be deemed acknowledgment that Customer has read and agreed to Spectrum's Policies as a part of this Service Agreement. 10/22/2018 Page 78 Spectrum ... ENTERPRISE SPECTRUM SERVICE PROPOSAL These prices will remain in eff ect throughout the initial Service Period, subject to the fo l lowing co 1 final engineering, design and site visits; and • comp l ete Terms & Conditions as provided in our service contract Investment for Spectrum Services based on a 60 month term LOCAT I ON 9701 Las Tunas Dr, Temple City, CA 91780 9701 Las Tunas Dr, Temple City, CA 91780 9701 Las Tunas Dr, Temp le City, CA 91780 LOCAT I ON 10144 Bogue Street, Temple City , CA 91780 Spectrum Enterprise 10/22/2018 SERVICE F iber Internet Optical Ethernet IP Addresses SERVICE Optical Ethernet QTY/ SVC.CAP 200 MBPS 50 MBPS 29 QTY/ SVC .CAP 50 MBPS MRC $888.00 $344.00 $0 .0 0 MRC $344.00 Page 79 Spectrum~ ENTERPRISE Spectrum's Ta x es , Su rcha r ges , and Fees provision i s as follows : Ta x es. Surcharges . and Fees . Customer shall pay all applicable ta x es , fees , or surcharges imposed on or in connection with the Services that are the subject of this Service Agreement , including but not limited to applicable federal , state , and local sales , use , property , e x cise , telecommunications, or other ta x es , f ranch i se fees , federal and state universal service fund fees, and other state or local governmental charges or r e gulatory fees , e x cluding i ncome ta x es measured on Spectrum 's net income . If a Customer wishes to claim ta x -ex empt status , then Customer must supply Spectrum with a copy of Customer 's tax e x emption certificate or other documentation supporting Customer's certification of its entitlement to such e x empt status within fifteen (1 5) days of installation of applicable Services . If Customer supplies such documentat i on after that time , Spectrum will apply it to Customer's account on a prospective basis, allowing Spectrum at least th i rty (3 0) days for processing . To the e x tent such documentation is held invalid for any rea s on, Customer agrees to pay or reimburse Spectrum for any ta x or fee not collected or l i ability incurred, and including without limitation related interest and penalties a r ising from Spectrum 's reliance on such invalid ce r t i ficate or documentation . Customer hereby consents that Spectrum may disclose such written documentation , which may include a ta x e x emption form , to any governmental authority . Ta x-e x empt status shall not relieve Customer o f its obl i gation to pay applicable franchise fees or other non-ta x fees and surcharges since the application of such fees and surcharges may not be governed by the ta x stand i ng of Customer . Spectrum reserves the right , from time to time , to change the surcharges for Services under this S e rvice Agreement to reflect incurred costs , charges , or obligations imposed on Spectrum to the e x tent permitted , requ i red , or otherwise not prohib i ted under applicable law (e.g ., universal serv i ce fund charges ). Furthermore , Spectrum shall have the right to collect or recover from Customer the am·ount of any state or local fees or ta x es arising as a result of this Service Agreement, which are imposed on Spectrum or its services , or otherwise assessed or calculated based on Spectrum's receipts from Customer that Spectrum i s entitled under applicable law to pass through to or otherwise charge Customer for Customer 's use or receipt of the Se r vice $. Such fees or ta x es shall be invoiced to Customer in the form of a surcharge included on Customer 's invoice. To the e x tent that a dispute arises under t his Service Agreement as to which Party i s liable for fees or ta x es, Customer shall bear the burden of proof in showing that the fee or ta x is imposed upon Spec trum 's net income . This burden may be sat i sfied by Customer producing written documentation from the jurisdiction imposing the fee or ta x indicating that the fee or ta x is based on Spectrum's net income. Customer acknowledges that curre ntly, and from time to time , there is uncertainty about the ta x ability or regulatory classification of some of the Services Spectrum provides and, consequently, uncertainty about what fees , ta x es and surcharges are due to or from Spectrum or from i ts customers . Customer agrees that Spectrum has the righ t to deter~ine , in its sole discretion, what fees , ta x es , and surcharges are due and to collect and remit them to the relevant gove rnmental authorities , or to pay and pass them through to Customer . Customer hereby waives any claims i t may have r egarding Spectrum's collection or remittance of such fees , ta x es , and surcharges . Spectrum Enterprise 10/22/201 8 Page 80 Spectrum ~ ENTERPRISE SPECTRUM ENTERPRISE SERVICE LEVEL AGREEMENT Ethernet Service Level Agreement This document outlines the Service Level Agreement ("SLA") for Ethernet fiber-based service (the "Service "). This SLA is a part of, and hereby incorporated by reference into the Spectrum Enterprise Service Agreement (including the terms and conditions, attachments, and Service Orders described therein , the "Ag reemen t"). To the extent any provision of this SLA conflicts with the Agreement, this SLA shall control. All SLA Targets in the table below are measured end to end (i.e. from any two applicable Customer's edge or network interface devices at the Service Location) at the individual circuit or service level , and any applicable credits are issued for the affected circuit or service (the "Affected Service "). Capitalized words used, but not defined herein , shall have the meanings given to them in the Agreement. I. SLA Targets for Ethernet Services: Spectrum Enterprise Ethernet Services SLAs Performance Tier On-Net Off-Net Metro Regional National Miles 0-155 156-746 > 746 NIA Kilometers 0-250 251 -1200 > 1200 NIA Latency <10ms < 25ms < 125ms < 125ms Jitter <2ms <4ms < 8ms < 8ms Frame Loss < 0.01 % < 0.01% < 0.01 % < 0.01% Availability > 99 .99% > 99 .9 9% > 99.99 % > 99.99% MTTR 4 hrs. 4 hrs . 4 hrs. 4 hrs . "On-Net" includes circuits that are provided by Spectrum Enterprise to Service Locations direct ly from the Spectrum Network .. "Off-Net" includes circuits that are provided to geographic locations that may be outside or inside Spectrum Enterprise service areas and are provided by third party service providers and not from the Spectrum Network. II . Priority Classification: A "Serv i ce D isr uptio n " i s defined as an outage , disruptio n, or severe degradation, other than an Excluded Disruption , that interferes with the ability of a Spectrum Enterprise network hub to transmit and receive network traffic between Customer's A and Z Service Locations . The Serv ice Disrupt io n period begins when Customer reports a Servi ce Disruption using Spectrum Enterprise's trouble ticketing system by contacting Customer Care, Spectrum Enterprise acknowledges receipt of such trouble ticket , Spectrum Enterprise validates that the Service is affected , and Customer releases the Service for testing . The Service Disruption ends when the affected Service has been restored. "Service Degradation " means a degradation of the Service that is not a Service Disruption or a result of an E xcl uded Disruption , such as failure of the Service to achieve the SLA Targets for Latency I Frame Delay, Jitter I Frame Delay Variation, or Packet I Frame . Spect rum Enterprise 7/11/2018 Page 81 Spectrum ... ENTERPRISE "Excluded Disruptions " means (i) planned outages, (ii) routine or urgent maintenance, (iii) time when Spectrum Enterprise is unable to gain access to Customer's premises to troubleshoot , repair or replace equipment or the Service, (iv) service problems resulting from acts of omissions of Customer or Customer's representatives or agents, (v) Customer equipment failures , (vi) Customer is not prepared to release the Service for testing , and (vii) Force Majeure Events . Spectrum Enterprise will classify Service problems as follows : Priority · Criteria .. . SeNice Disruption resulting in a total loss of SeNice; or Priority 1 • SeNice Degradation to the point where Customer is unable to use the SeNice and is prepared to release it for immediate testing (each a "Priority 1 Outage"). Priority 2 • SeNice Degradation where Customer is able to use the SeNice and is not prepared to release it for immediate testing . • A seNice problem that does not impact the SeNice; or Priority 3 . A single non-circuitspecific quality of SeNice inquiry . Ill. Service Availability "Serv i ce Availability " is ca l cu l ated as the total number of minutes in a ca lend ar month le ss th e numb e r of minutes that the Se rvi ce is unavailable due t o a Priority 1 Ou t age ("Downtime"), divided by the total numb er of minutes in a ca lendar month . The following table contains examp le s of the percentage of Se rv ice Availability translated into minutes of Downtim e for the 99 .99 % Serv i ce Availability Targ et : li. !l~;l(li.;O AIIOI,l,\l'l•''·'r' Percentage by Days Per Month Total Minutes I Month Downtime Minutes 99 .99% for 31 Days 44 ,640 4.5 99 .99% for 30 Days 43 ,2 00 4 .3 99.99% for 29 Days 41 ,760 4.2 99.99% for 28 Days 40 ,320 4 IV. Mean Time to Restore ("MTTR") The MTTR measurement for Priority 1 Outages is the average time to restore Priority 1 Outages during a calendar month ca l culated as the cumulative length of time it takes Spectrum Enterprise to restore a Service following a Priority 1 Outage in a ca lendar month divided by the co rresponding number of trouble ti cke ts for Priority 1 Outages opened during the calendar month for the Service. MTTR per calendar month is calculated as follows : Spectrum Ente rprise 7/11/2018 Page 82 Spectrum .. ENTERPRISE Cumulative length of time to restore Priority 1 Outage(s) per Service Total number of Priority 1 Outage trouble tickets per Service v .Latency I Frame Delay Latency or Frame Delay is the average roundtrip network delay, measured every 5 minutes during a calendar month , unless measurement is not poss i ble as a result of an Excluded Disruption, to adequately determine a consistent average monthly performance level for frame delay for each Service . The roundtrip delay is expressed in milliseconds (ms). Latency I Frame Delay is calculated as follows : Latency I Frame Delay= Sum of the roundtrip delay measurements for a Service Total# of measurements for a Service VI. Packet Loss I Frame Loss Ratio Packet Loss or Frame Loss Ratio is defined as the percentage of frames that are not successfully received compared to the total frames that are sent in a calendar month , e x cept where any packet or frame loss is the resu It of an E x cluded Disruption . The percentage calculation is based on frames that are transmitted from a network origination point and received at a network destination point . Packet Loss I Frame Loss Ratio i s calculated as follows : Packet Loss I Frame Loss(%) = 100 (%)-Frames Received VII. Jitter I Frame Delay Variation Jitter or Frame Delay Variation is defined as the variation in delay for two consecutive frames that are transmitted (one-way) from a network origination point and received at a network destination point . Spectrum Enterprise measures a sample set of frames every 5 minutes during a calendar month , unless measurement is not possible as a result of an E x cluded Disruption , and determines the average delay between consecutive frames with i n each sample set. The monthly Jitter I Frame Delay Variation is calculated as the average of all of the frame delay variation measurements during such calendar month and is expressed in milliseconds (ms). Spectrum Enterprise 7/11/2018 Pa ge 83 Spectrum .. ENTERPRISE Ne t work Maintenance Jitter I Frame Delay Va r iation = Sum of the Frame Delay Variati on measurements for a Service Total# of measurements for a Service Maintenance Notice : Customer understands that from time to time , Spectrum Enterprise wil l perform network maintenance for n.etwork improvements and preventive maintenance. In some cases , Spectrum Enterprise will need to perform urgent network maintenance, which will usually be conducted within the routine maintenance windows . Spectrum Enterprise will use reasonable efforts to provide advance notice of the approximate time , duration, and reason for any urgent maintenance outside of the routine maintenance windows . Maintenance Windows: Routine maintenance may be performed Monday-Friday 12 a .m.-6 a.m . Local Time . IX. Remedies Service Credit: If the actual performance of a Service during any ca l endar month i s less than the SLA Targets , and Customer is i n compliance with the terms of the Agreement and this SLA , then Customer may request credit equal to the corresponding percentage of the monthly recurring charges for the Affected Service as set forth in the table below . Any credit to be applied will be off-set against any amounts due from Customer to Spectrum Enterprise in th e bil l ing cyc l e followin g the date Spectrum Enterprise makes its credit determination. Credit requests must be submitted to Spectrum Enterprise within thirty (30) days of the calendar month in which the SLA Target was m i ssed. Spectrum Enterprise wil l exe rcise commercia ll y reasonable efforts to respond to such credit requests within 30 days of receipt thereof . . ' Jitter I Frame Packet Loss Service Mean Time To Latency I Frame Availability ,_ Restore Delay Delay /Frame Loss t;~ ft; rV\. ., ("MTTR") (Roundtrip) Variation .. > 4 hours s 7:59 :59 hours 4% 30% 5% 5% 5% > 8 hours 10% Al l SLA Targets are monthly measurements, and Customer may request only one credit per SLA Target per month for the Affected Service . Should one event impact more than one SLA hereunder, Customer shall r eceive the single highest of the qualifying credits only . Except as set forth below, the credits described in this SLA shal l constitute Customer's so l e and exclusive remedy , and Spectrum Enterprise 's sole and exclusive liab ility, with respect to any missed SLA Targets . Se r vice Credits hereunder shall not be cumulative per Service . Chronic Priority 1 Outages: If Customer experiences and reports three (3) separate Prior ity 1 Outages where the Downtime exceeds four (4) hours during each Priority 1 Outage within three (3) consecutive calendar months, then Customer may terminate the Affected Service Spectrum Enterprise 7/11/2018 Page 84 Spectrum ... ENTERPRISE without charge or liability by provid i ng at least thirty (30) days written notice to Spectrum Enterprise; provided , however , that (i) Customer may only terminate the Affected Service ; (ii) Customer must e x ercise its right to terminate the Affected Service by providing written notice to Spectrum Enterprise within thirty (30) days after the event giving rise to Customer 's termination right; (iii) Customer shall have paid Spectrum Enterprise all amounts due at the time of such termination for all Services provided by Spectrum Enterprise pursuant to the Agreement , and (iv) the foregoing termination right provides the sole and exclusive remedy of Customer and the sole and exclusive liability of Spectrum Enterprise for chronic Priority 1 Outages and Customer shall not be eligible for any additional credits . Termination will be effective forty-five (45) days after Spectrum Enterprise 's receipt of such written notice of termination . Sp ectrum Enterprise 7/11/2018 Page 85 Spectrum~ ENTERPRISE Spectrum Enterprise Fiber Internet Access Service Level Agreement This document outlines the Service Level Agreement ("SLA") for Fiber Internet Access ("FIA") fiber-based service (the "Service"). This SLA is a part of, and hereby incorporated by reference into the Spectrum Enterp rise Service Agreement (including the terms and conditions , attachments , and Service Orders described therein, the "Agreement"). To the extent any provision of this SLA conflicts with th e Ag reement, this SLA shall control. All SLA Targets in the table below are measured from Customer's Serv ice Location to t he location where Spectrum Enterprise has local access to the Internet (the Spectrum Enterprise "Point of Presence" or "POP") at the individual circuit or service level , and any applicable credits are issued only for the affected FIA circuit or service (the "Affected Service"). Capitalized words used , b ut not defined herein, shall have the meanings given to them in the Agreement. I. SLA Targets for FIA Services: Sen/ice ·~:: . Mean Time To Restore Latency I Frame Delay Jitter I Frame Packet Loss I Avalla~ility ("MTTR") (Roundtrip) Delay Variation Frame Loss ~i:~.~···~· . End to End : 99.99% Priority 1 Outages within 4 hours II. Pri or ity Cl assifica tion : 45ms <2ms <0.1 % A "Service Disruption " is defined as an outage , disruption , or severe degradation, other than an Excluded Disruption, that interferes with the ability of a Spectrum Enterprise network hub to: (i) transm it and receive network traffic on Customer's dedicated access port at the Spectrum Enterprise network hub; or (ii) exchange network traffic with another Spectrum Enterprise network hub. The Service Disruption period begins when Customer reports a Service Disruption using Spectrum Enterprise's trouble ticketing system by contacting Customer Care, Spectrum Enterprise acknowledges re ce ipt of such trouble ticket, Spectrum Enterprise validates that the Service is affected, and Customer releases the Service fo r testing. The Service Disruption ends when the affected Service has been restored. "Service Degradation" means a degradation of the Service that is not a Service Disruption or a res ult of an Excluded Disruption , such as failure of the Service to ac hieve the SLA Targets for Latency I Frame Delay, Jitter I Frame Delay Variation, or Packet I Frame Loss. "Excluded Disruptions" means (i) planned outages, (ii) routine or urgent maintenance, (iii) time when Spectrum Enterpr ise is unable to gain access to Customer's Service Location , if necessary , (i v) servi ce issues arising from acts of omissions of Customer or Customer's representatives or agents , (v) Customer equipment failures , (vi) Customer is not prepared to release the Serv ice for testing, and (vii ) Force Majeure Events. Spectrum Ente rprise 7/11/2018 Page 86 Spectrum~ ENTERPRISE Spectrum Enterprise wi ll classify Service problems as follows: Rr:JM~ ' .. w eNlEAPHi')f ':. Criteria Each a "Priority 1 Outage": • Service Di sruption resulting in a total loss of Service; or Priority 1 • Service Degradation to the point where C ustomer is unable to use the Service and is prepared to release it for immediate testing Priority • Service Degradation where Customer is able to use the Service and is not prepared to 2 re lease it for immediate testing . Priority3 • A service problem that does not impact the Serv ice ; or • A single non-circu it specific quality of Service inquiry . Ill. Service Availability "Service Avai labi lity" is calcu lated as the total number of minutes in a ca lendar month less the number of minutes that the FIA Service is unavai lable due to a Prior ity 1 Outage ("Downtime"), divided by the total number of min utes in a calendar month . The foll owing table conta ins examples of the percentage of Service Availabi lity tra nslated into minutes of Downtime for the 99 .99% Service Avai lability Target: #or~~. ·I ".( "....-• i P.ercentage by Days Per Month Total Mi nutes I Month Downtime Minutes £.~&?. .. ,,!_; 99 .99% for 31 Days 44,640 4 .5 99.99% for 30 Days 43 ,200 4 .3 99.99% for 29 Days 41,760 4 .2 99.99% for 28 Days 40,320 4 IV. Mean Time to Restore ("MTTR") The MTTR measurement for Pr iority 1 Outages is the average time to restore Priority 1 Outages during a calendar month calculated as t he cu mulative length of time it takes Spectrum Enterprise to restore an FIA Service following a Priority 1 Outage in a calendar month divided by the corresponding number of trouble tickets for Priority 1 O utages opened duri ng the calendar month for the FIA Service. MTTR per ca lendar month is calculated as fo llows: Cumulative length of time to restore Priority 1 Outage(s) per FIA Service Total num ber of Priorit y 1 Outage trouble tickets per FIA Service --------- Spectrum Enterprise 7/11/2018 Pa ge 87 Spectrum ..- ENTERPRise V. L ate n cy I Frame De lay Latency or Frame Delay is the average roundtrip network delay, measured every 5 minutes during a calendar month, unless measurement is not possible as a result of an Excluded Disruption, to adequately determine a consistent average monthly performance level for frame delay for each FIA Service. The roundtrip delay is expressed in milliseconds (ms). Latency is ca lculated as follows : Latency /Frame Dela y =Sum of the roundtrip delay measurements for an FIA Service Total# of measurements for an FIA Service VI. Pac k et Loss I Fra m e Loss Ratio Packet Loss or Frame Loss Ratio is defined as the percentage of frames that are not successfully received compared to the total frames that are sent in a calendar month , except where any packet or frame loss is the result of an Excluded Disruption. The percentage calculation is based on frames that are transmitted from a network origination point and received at a network destination point. Packet Loss I Frame Loss Ratio is calculated as follows : Packet Loss I Fra me Loss (%) = 100 (%)- VI I. Jitte r I Fr ame Delay Va riation Frames Received (%) Jitter or Frame Delay Variation is defined as the variation in delay for two consecutive frames that are transmitted. (one-way) from a network origination point and received at a network destination point. Spectrum Enterprise measures a sample set of frames every 5 minutes during a calendar month, un less measurement is not possible as a result of an Excluded Disruption, and determines the average delay between consecutive frames within each sample set. The monthly Jitter I Frame Delay Variation is calculated as the average of all of the frame delay variation measurements during such calendar month and is expressed in milliseconds (ms). Jitter I Frame De lay Variation is calculated as follows : itter I Frame Delay Variati on = S um o f the Frame Delay Variation measurements for an FIA Service Tot al# of measurements for an FIA Service Spect r um Enterprise 7/11/2018 Page 88 Spectrum ... ENTERPRISE VII I. Network Maintenance Maintenance Notice: Customer understands that from time to time, Spectrum Enterprise will perform network maintenance for network improvements and preventive maintenance. In some cases, Spectrum Enterprise will need to perform urgent network maintenance, which will usually be conducted within the routine maintenance windows. Spectrum Enterprise w ill use reasonable efforts to provide advance notice of the approx imate time , duration, and reason for any urgent main~enance outside of the routine maintenance windows. Maintenance Windows : Routine maintenance may be performed Monday-Friday 12 a.m. -6 a.m. Local Time. IX. Remedies Service Credits: If the actual performanc e of an FIA Service during any calendar month is less than the SLA Targets and Customer is in compliance with the terms of the Agreement and this SLA, then Customer may request cred it equal to the correspond ing percentage of monthly recurring charges for the Affected Service as set forth in the table below. Any credit to be applied will be off-set against amounts due from Customer to Spectrum Enterprise in the billing cycle following the date Spectrum Enterprise makes its credit determination. Credit requests must be submitted to Spectrum Enterprise w ithin thirty (30) days of the calendar month in which the SLA Target was missed . Spectrum Enterprise will exercise commercially reasonable efforts to respond to such credit requests with in thirty (30 ) days of receipt thereof. 30 % > 4 hours s 7:59:59 hours 4% 5% 5% 5% > 8 hours 10% A ll SLA Targets are monthly measurements, and Customer may request only one credit per SLA Target per month for the Affected Service. Should one event impact more than one SLA hereunder, Customer shall receive the single highest of the qualifying c redits only. Except as set forth below, the credits described in this SLA shall constitute Customer's sole and exclusive remedy , and Spectrum En terprise's sole and e xclusive liability, with respect to any missed SLA Targets. Service Credits hereunder shall not be cumulative per Service. Chronic Priority 1 Outages : If Customer e xperiences and reports three (3) separate Priority 1 Outages where the Downtime exceeds four (4) hours during each Priority 1 Outage within three (3) consecutive calendar months , then Customer may terminate the Affected Service without charge or liability by providing at least thirty (30) days written notice to Spectrum Enterprise ; provided, however, t hat (i ) Customer may only term inate the Affected Service; (ii) Customer must exercise its right to terminate the Affected Service by providing written notice to Spectrum En terprise within thirty (30 ) days after the event giving rise to Customer's termination right; (iii) Customer shall have paid Spectrum Enterprise all amounts due at the t ime of such termination for all Services provided by Spectrum Enterprise pursuant to the Agreement, and (iv) the foregoing termination right provides the sole and exclusive remedy of Customer and the sole and exclusive liability of Spectrum Enterprise for chronic Priority 1 Outages and Customer shall not be eligible for any additional credits. Termination will be effective forty-five (45) days after Spectrum Enterprise's receipt of such written notice of termination . Sp ec trum En terpri se 7/11/20 18 Page 89 ATTACHMENT B-1 Spectrum .,. ENTERPR ISE SPECTRUM ENTERPRISE SERVICE AGREEMENT The customer identi fied below ("Customer") he reby acknowledges and agrees to the Commercial Terms of Servi ce attached hereto ("Terms of Service") with respect to any service order(s) placed by Customer and accepted by Spectrum hereafter (each, a "Service Orde r"), which together with thi s agreement cons titute the "Serv ice Ag reement" by and between t he Customer and Charter Commun icat ions Operating , LL C on behalf of those operati ng subsidiaries providing th e services hereunder ("Spectrum"). Spectrum Sales Support Contact Information Account Executive: Liisa Vardayou Cell Phone: +1 9512552980 Email: liisa.vardayou@charter.com Customer Information : Customer Code Business Name Federal Tax ID Billing Address Attention To: TEMPLE CITY HALL Tax Exempt Status 9701 LAS TUNAS DR TEMPLE CITY CA 9 1780-2249 Billing Contact Billing Contact Phone Authorized Contact Authorized Contact Phone Susan Paragas (626) 285-2171 Techn ical Contact Technical Contact Phone Mic hael Forbes (626) 285-217 1 Agreement Customer Type: Tax Exempt Certificate# Account Number Billing Contact Email Address Authorized Contact Email Address sparagas@templecity. us Technical Contact Ema il Address mforbes@emplecity. us BY EXECUTING THIS SERVICE AGREEMENT BELOW, CUSTOMER ACKNOWLEDGES THAT CUS TOM ER ACCEPTS A ND AGREES TO BE BOUND BY THE TERM S OF SE RVICE. Authorized Signature for Customer Charter Communications Operating, LLC By: Charter Communications, Inc., its Manager By : By : Name: Name: Title: Title : Date: Date: En terpri se Long Form v.181023 Page 1 of 24 ©2016-18 Charter Communications . All Rights Reserved . COMMERCIAL TERMS OF SERVICE These Terms of Service include all Attachments hereto ("Attachment(s)"), and all, and other documents identified hereunder, each of which are incorporated herein by reference. The Attachments further describe Spectrum's services (each a "Service" or collectively the "Services") and set forth additional terms and conditions for the applicable Service. Spectrum and Customer may each be referred to as a "Party" or collectively as the "Parties." Unless specifically set forth in any Attachment, capitalized terms shall have the meanings set forth in this Service Agreement. GENERAL 1. SERVICE AGREEMENT TERM. The Service Agreement shall be effective upon the earlier to occur of (a) the latest date of the signatures of the Parties; or (b) Spectrum's commencement of performance (the "Effective Date"). The Service Agreement shall remain in effect until the expiration or proper termination of the final existing Service Order entered into under this Service Agreement (the "Term"). 2. SERVICES. Customer shall request Services hereunder by submitting orders in a manner required by Spectrum. Upon Spectrum's acceptance of a Service Order, as indicated either by: (a) Spectrum's written acceptance, (b) by Spectrum's delivery of the Services, or (c) commencement of installation, such Service Order shall be deemed incorporated into the Service Agreement. Spectrum shall provide the Services to Customer at the Service address(es) specified in the applicable Service Order ("Service Location(sl"). 3. ORDER TERM. The "Initial Order Term" is the time period starting on the date the Services are functional in all material respects and available for use (the "Billing Start Date"), and continuing for the period of time specified in the Service Order(s). If no Initial Order Term is specified in a Service Order, the Initial Order Term is twelve (12) months from the Billing Start Date. Upon expiration of the Initial Order Term, the applicable Service Order shall automatically renew for successive one-month terms (each a "Renewal Order Term", collectively with the Initial Order Term, the "Order Term"), unless either Spectrum or Customer elects to not renew the Service Order by notice provided to the other at least thirty (30) days in advance of the expiration of the then-current Order Term. 4. AVAILABILITY OF FACILITIES. Customer understands that certain Services may not be available in all Spectrum service areas and Spectrum may decline to provide any requested Services. Spectrum's ability to provide Services depends upon its ability to secure and retain, without unreasonable expense, suitable facilities, and rights to construct and maintain necessary facilities such as pole attachments and conduits to serve the Service Location. Spectrum may decline to accept or terminate a Service Order upon notice to Customer because of (a) the lack of transmission medium, transmission capacity or any other facilities or equipment, (b) the lack of available services from or interconnection with the services or facilities of other providers, or (c) any other cause beyond Spectrum's control. 5. SERVICE LOCATION ACCESS AND INSTALLATION. (a) Access. Spectrum requires reasonable access to each Service Location at any time throughout the Term as necessary for Spectrum to provide the Services and to review, install, inspect, maintain, repair, or remove any Spectrum-provided cabling, modems, related splitters, routers or other equipment ("Spectrum Equipment") used to provide the Services. If Customer owns or controls the Service Location(s), Customer hereby grants Spectrum permission to enter the Service Location(s) in order for Spectrum to fulfill its obligations and exercise its rights under the Service Agreement. If a Service Location is not owned or controlled by Customer, Customer will obtain, with Spectrum's reasonable assistance, appropriate right of access. If such right of access for Spectrum is not obtai ned by either Party, then Spectrum may decline Customer's request for Services, or terminate or amend the affected Service Order with respect to the Service Location that Spectrum cannot access, without any liability to Customer. (b) Installation Review. Spectrum may perform an installation review of each Service Location prior to installation of the Services to determine serviceability or the need to extend Spectrum's facilities, fiber optic cable, electronics, or other equipment (collectively, the "Network") to provide the Services at the Service Location. If during the installation review, Spectrum determines that additional work is required to enable Spectrum to deliver the Services to the Service Location, Spectrum will notify Customer of any additional Service Charges (as defined below) in excess of the amounts previously specified in a quote or Service Order. Upon request, Customer shall provide Spectrum with accurate site and/or physical network diagrams or maps of a Service Location, including electrical and other utility service maps, prior to the installation review. (c) Site Preparation. Customer shall be responsible for necessary preparations at the Service Location(s) for delivery and installation of Spectrum Equipment and the installation and ongoing provision of Services, including the relocation of Customer's equipment, Enterprise Long Form v.181023 Page 2 of 24 ©2016-18 Charter Communications. All Rights Reserved. furniture and furnishings as necessary to access the Spectrum Equipment or Services. In addition, Customer shall provide Spectrum with floor space, rack space, other space and clean power as is reasonably necessary for the installation and operation of Spectrum Equipment at the Service Location(s). Customer shall not charge Spectrum, and shall ensure that Spectrum does not incur, any fees or expenses whatsoever in connection with Customer's provision of space, power, or access as described herein, or otheJWise in connection with Customer's performance of its obligations pursuant to this section; and any such fees or expenses charged by any other end user accessing or using the Services ("End User") shall be borne solely by Customer. Any failure or refusal by Customer to be ready to receive Services does not release Customer from its obligation to pay Service Charges for any Service that is otheJWise available for Customer's use. (d) Installation. Spectrum will schedule one or more installation visits with Customer. At the Customer's request, Spectrum may perform installation or maintenance on weekends or times other than during normal business hours; provided, however, Customer may be assessed reasonable, additional Service Charges based on Spectrum's actual incurred labor, material or other costs for such non- routine installation or maintenance. Customer's authorized representative must be present during installation. If Spectrum is unable to install the Service as a result of (i) Customer's (or any End User's) failure to deliver any required materials, support or information to Spectrum; (ii) Customer's (or any End User's) failure to provide access to a Service Location; or (iii) Spectrum not being able to obtain access to equipment at the Service Location as necessary for installation of the Service, then Customer shall pay Spectrum a Service Charge at Spectrum's then prevailing rates for any installation trip made by Spectrum and an additiona I Service Charge for each subsequent trip necessary to perform the Service installation. In addition, if Spectrum's installation of the Service is delayed as a result of Customer's actions or inactions as set forth above or if Customer is otheJWise refusing or not ready to receive Services, then Spectrum will notify Customer that Spectrum is ready to finalize installation of the Services (the "Ready Notice") and may begin invoicing Service Charges as set forth in Section 7 upon the earlier of the Billing Start Date or sixty (60) days after the date of the Ready Notice. If during the course of installation Spectrum determines additional work is necessary to enable Spectrum to deliver the Services to the Service Location, Spectrum will notify Customer of any additional Service Charges in excess of the amounts previously specified in a quote or Service Order. If Customer does not agree to pay such Service Charges by executing a revised Service Order within five (5) business days of receiving the same, Customer and Spectrum shall each have the right to terminate the applicable Service Order. Spectrum may act as Customer's agent for ordering access connection facilities provided by other providers or entitles when authorized by Customer to allow connection of a Service Location to the Network. Customer shall perform interconnection of the Services and Spectrum Equipment with any Customer-provided or End User equipment (collectively, "Customer Equipment"), unless otherwise set forth in an Attachment or agreed in writing between the Parties, and shall conform its Customer Equipment and software, and ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by Spectrum. Spectrum shall be responsible for reasonable restoration efforts necessary to address any displacement resulting from excavation and for those damages directly caused by Spectrum's faulty workmanship or installation of the Service, provided that the boring of holes or insertion of fasteners through the surface of walls for attachment of peripheral equipment will not be deemed damages but rather part of normal workmanship. If the installation and maintenance of Services at the Service Locations is or becomes, in Spectrum's sole opinion, hazardous or dangerous to Spectrum's employees or Network, the public, or property, including without limitation due to the presence of asbestos or other hazardous materials, Spectrum may refuse to install and maintain such Service or stop providing Services until such time as the condition is remedied or an alternative Service Location is designated that is not hazardous or dangerous. Customer shall bear any additional costs incurred by Spectrum arising from any such hazardous or dangerous conditions. 6. EQUIPMENT. (a) Equipment Responsibilities and Safeguards. Spectrum shall use commercially reasonable efforts to maintain and secure the Spectrum Equipment used by Spectrum to provide Services to Customer. Except as otherwise provided in this Service Agreement or any Service Order(s), Customer shall be responsible for the maintenance or repair of any cable, electronics, structures, equipment or materials owned or provided by Customer. Customer shall not, and shall not cause any third party to, move, modify, disturb, alter, remove, relocate to another Service Location, install software not provided by Spectrum, or otherwise tamper with any portion of the Spectrum Equipment without the prior consent of Spectrum. Customer shall be responsible for loss or damage to the Spectrum Equipment while at Customer's or an End User's facilities. Customer shall also ensure that all Spectrum Equipment at Customer's and End Users' Service Location(s) remains free and clear of all liens and encumbrances. (b) Customer Security Responsibilities. Customer shall be responsible for all access to and use of the Service, including whether or not Customer has knowledge of or authorizes such access or use. Customer shall be responsible for the implementation of reasonable security measures and procedures with respect to use of and access to the Service Location, Service, and Spectrum Equipment. Customer shall secure and maintain any and all Customer Equipment, including, but not limited to, Private Branch Exchanges (including other non-Spectrum switches, collectively, "PBXs"), where applicable, and any applications accessible through use of Customer Equipment, and shall be solely responsible for any conduct through and any charges incurred on Customer's Service account, regardless of whether such activity or charges are authorized by Customer management or involve fraudulent activity until such time as Customer informs Spectrum of any fraudulent or unauthorized access. Without limiting Customer's responsibilities, Spectrum has the right to implement reasonable measures to track, manage, and secure the connection between any Customer Equipment or applications used by Customer, End Users, or any third party who accesses the Customer Equipment and the Spectrum Network, including without limitation authentication or other security access procedures. Spectrum may suspend any affected Services if Spectrum discovers or becomes aware of any breach or compromise of the security of any Customer Equipment, Service, Service Location, Spectrum Equipment, or connection to the Spectrum Network. Enterprise Long Form v.181023 Page 3 of 24 ©2016~18 Charter Communications. All Rights Reserved. (c) Equipment Return Retrieval. Repair and Replacement. Immediately upon termination of this Service Agreement or Service Order(s) ("Termination"): (i) at the discretion of Spectrum, Customer shall return, or allow Spectrum to retrieve, the Spectrum Equipment in the condition in which the Spectrum Equipment was received, subject to ordinary wear and tear; and (ii) promptly cease all use of and return, if applicable, to Spectrum any software or software services provided by Spectrum ("Software"). Failure of Customer to return or allow Spectrum to retrieve the Spectrum Equipment within fifteen (15) days after Services are terminated will result in a charge to Customer's account equal to either Spectrum's applicable unreturned equipment charge or the retail cost of replacement of the unreturned Spectrum Equipment. If applicable, Customer shall pay for the repair or replacement of any damaged Spectrum Equipment, except such repairs or replacements as may be necessary due to normal and ordinary wear and tear or material or workmanship defects, together with any costs incurred by Spectrum in obtaining or attempting to regain possession of Spectrum Equipment. 7. STANDARD PAYMENT TERMS. Customer shall pay recurring and non-recurring charges, taxes, and fees for the Services in the amount specified on the Service Order and other applicable charges as described in this Service Agreement (collectively, "Service Charges"). (a) Charges. Spectrum invoices for monthly recurring charges specific to the Service(s) ("MRCs"), plus applicable taxes, fees, and surcharges, in advance on a monthly basis. Spectrum invoices for non-recurring, one-time charges ("OTCs") for construction or installation charges after the Billing Start Date or as specified in the Service Order. All other charges, including usage-based charges (e.g., phone usage, pay-per view charges), will be invoiced monthly in arrears. Service Charges are payable within thirty (30) days after the date appearing on the invoice. If Spectrum fails to present a Service Charge in a timely manner, such failure shall not constitute a waiver of the charges for the Services to which it relates, and Customer shall be responsible for and pay such Service Charges when invoiced in accordance with these payment terms. Spectrum shall have the right to increase MRCs for each Service after the Initial Order Term for such Service upon thirty (30) days' notice to Customer. (b) Taxes, Surcharges and Fees. Customer shall pay all applicable taxes, fees, or surcharges imposed on or in connection with the Services that are the subject of this Service Agreement, including but not limited to applicable federal, state, and local sales, use, property, excise, telecommunications, or other taxes, franchise fees, federal and state universal service fund fees, and other state or local governmental charges or regulatory fees, excluding income taxes measured on Spectrum's net income. If a Customer wishes to claim tax-exempt status, then Customer must supply Spectrum with a copy of Customer's tax exemption certificate or other documentation supporting Customer's certification of its entitlement to such exempt status within fifteen (15) days of installation of applicable Services. If Customer supplies such documentation after that time, Spectrum will apply it to Customer's account on a prospective basis, allowing Spectrum at least thirty (30) days for processing. To the extent such documentation is held invalid for any reason, Customer agrees to pay or reimburse Spectrum for any tax or fee not collected or liability incurred, including without limitation related interest and penalties arising from Spectrum's reliance on such invalid certificate or documentation. Customer hereby consents that Spectrum may disclose such written documentation, which may include a tax exemption form, to any governmental authority. Tax- exempt status shall not relieve Customer of its obligation to pay applicable franchise fees or other non-tax fees and surcharges since the application of such fees and surcharges may not be governed by the tax standing of Customer. Spectrum reserves the right, from time to time, to change the surcharges for Services under this Service Agreement to reflect incurred costs, charges, or obligations imposed on Spectrum to the extent permitted, required, or otherwise not prohibited under applicable law (e.g., universal service fund charges). Furthermore, Spectrum shall have the right to collect or recover from Customer the amount of any state or local fees or taxes arising as a result of this Service Agreement, which are imposed on Spectrum or its services, or otherwise assessed or calculated based on Spectrum's receipts from Customer that Spectrum is entitled under applicable law to pass through to or otherwise charge Customer for Customer's use or receipt of the Services. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer's invoice. To the extent that a dispute arises under this Service Agreement as to which Party is liable for fees or taxes, Customer shall bear the burden of proof in showing that the fee or tax is imposed upon Spectrum's net income. This burden may be satisfied by Customer producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on Spectrum's net income. Customer acknowledges that currently, and from time to time, there is uncertainty about the taxability or regulatory classification of some of the Services Spectrum provides and, consequently, uncertainty about what fees, taxes and surcharges are due to or from Spectrum or from its customers. Customer agrees that Spectrum has the right to determine, in its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental authorities, or to pay and pass them through to Customer. Customer hereby waives any claims it may have regarding Spectrum's collection or remittance of such fees, taxes, and surcharges. (c) Change Requests. Any charges associated with Service and Spectrum Equipment or Customer Equipment installations, changes, or additions requested by Customer subsequent to executing a Service Order for the applicable Service Location are the sole financial responsibility of Customer. Spectrum shall notify Customer of any additional OTCs and/or adjustments to MRCs associated with or applicable to such Customer change requests prior to making any such change. Customer's failure to accept such additional charges within five (5) business days of receiving such notice shall be deemed a rejection by Customer, and Spectrum shall not be liable to perform any work giving rise to such charges. For accepted charges, Customer shall be assessed such additional OTCs and/or adjustments of the MRCs either (i) in advance of implementation of the change request or (ii) beginning on Customer's next and/or subsequent invoice(s). (d) Site Visits and Repairs. If Spectrum visits a Service Location to either inspect the Services or respond to a service request, and Spectrum reasonably determines that the cause of the service issue is not due to a problem arising from Spectrum's Network or Spectrum Equipment, but rather is due to Customer misuse, abuse, or modification of the Services, Customer Equipment or facilities, or due to similar acts by a third party not under Spectrum's control or direction, then Spectrum may invoice Customer at Spectrum's Enterprise Long Form v.181023 Page 4 of 24 ©2016~18 Charter Communications. All Rights Reserved. then-prevailing commercial rates for an on-site visit, plus any charges for Spectrum Equipment repair or replacement as a result of Customer or third party damage that may be necessary. (e) Invoicing Disputes: Late and Collection Fees. Customer must provide notice to Spectrum of any disputed charges within sixty (60) days of the invoice date on which the disputed charges appear for Customer to receive any credit that may be due. Customer must have and present a reasonable basis for disputing any amount charged. Undisputed amounts not paid within thirty (30) days of the invoice date shall be past due and subject to a late fee up to the lesser of 1.5% of the MRC per month or the maximum amount permitted by law. If Services are suspended due to late payment, Spectrum may require that Customer pay all past due charges, a reconnect fee, and one or more MRCs in advance before reconnecting Services. Spectrum may charge a reasonable service fee for all returned checks and bank card, credit card or other charge card charge-backs. Customer shall be responsible for all expenses, including reasonable attorney fees and collection costs, incurred by Spectrum in collecting any unpaid amounts due under this Service Agreement. (f) Credit Verification. Spectrum shall have the right to verify Customer's credit standing at any time. Additionally, Spectrum may at any time require Customer to make a deposit and/or advance payment. The deposit requested will be in cash, the equivalent of cash, or a bank, credit card or account debit authorization and does not relieve Customer of the responsibility for the prompt payment of invoices when due. Spectrum may deduct amounts from the deposit, bill any bank or credit card provided, or utilize any other means of payment available to Spectrum, for past due amounts. (g) Bundled Pricing. If Customer has selected a bundled offer, meaning a discounted MRC for receiving more than one Spectrum Service ("Bundle"), then the following conditions shall apply: i. In consideration for Customer's purchase of all Services in the Bundle, and only with respect to that period of time during which Customer continues to purchase the specific Services in such Bundle and during which such Bundle is in effect, the correlating discount to the Services in such Bundle, ordered pursuant to the Spectrum program governing such Bundle, will be reflected in the MRC for the respective Services. ii. Upon Termination by Customer, for any reason other than a Spectrum Default, of any Service component of the applicable Bundle, the pricing for the remaining Service(s) shall revert to Spectrum's unbundled pricing for such Service(s) in effect at the time of Termination. Termination liability applicable to the Services under this Service Agreement shall otherwise remain unchanged. 8. ADMINISTRATIVE WEB SITE. Spectrum may, at its sole option, make one or more administrative web sites, including without limitation www.spectrum.net, available to Customer in connection with Customer's use of the Services (each an "Administrative Web Site"). Spectrum may furnish Customer with one or more user identifications and/or passwords for use on the Administrative Web Site and Customer must promptly change any Spectrum-provided user identifications and passwords to a secure, Customer-designated user identification and password. Customer shall be responsible for the confidentiality and use of such user identifications and passwords, whether provided by Spectrum or designated by Customer, and any equipment or devices used to access any Administrative Web Site, and shall immediately notify Spectrum if there has been an unauthorized release, use, or other compromise of any user identification or password. In addition, Customer agrees that its authorized users shall keep confidential and not distribute any information or other materials made available by the Administrative Web Site. Customer shall be solely responsible for all use of the Administrative Web Site. Spectrum shall not be liable for any loss, cost, expense, or other liability arising out of any Customer use of the Administrative Web Site. Spectrum may change or discontinue the Administrative Web Site, or Customer's right to use the Administrative Web Site, at any time. Any additional terms and policies applicable to Customer's use of the Administrative Web Site will be posted on the site. 9. SUPPORT. Spectrum shall provide contact information for inquiries and remote problem support for the Services. All such Customer support shall be provided only to Customer's designated personnel or as mutually agreed upon by Spectrum and Customer. Customer is responsible for all communications and support for its End Users. Customer shall provide routine operational support for Spectrum Equipment located at a Service Location, including without limitation, by performing reboots as requested by Spectrum. Customer is responsible for the installation, repair and use of Customer Equipmen~ including without limitation, Customer-supplied third-party hardware or software for the use of Spectrum Service or third-party services. Spectrum does not support third-party hardware or software used in conjunction with third-party services or supplied by Customer. Any questions concerning third-party hardware or software should be directed to the provider of that product. Spectrum assumes no liability or responsibility for the installation, maintenance, compatibility or performance of third-party software, or any Customer Equipment or Customer-supplied software with the Services. If such third-party equipment or software impairs the Services, Customer shall continue to pay all applicable Service Charges. If, at Customer's request, Spectrum should attempt to resolve difficulties caused by such third- party equipment or software, such efforts shall be performed at Spectrum's discretion and subject to Service Charges as set forth in Section 7(d). 10. CUSTOMER REPRESENTATIONS AND OBLIGATIONS (a) Representations. Customer represents and warrants to Spectrum that: (i) Customer has the authority to execute, deliver and carry out the terms of this Service Agreement, and (ii) its End Users and any person who accesses any Services at the Service Location, will use the Service and Network for Customer's internal business purposes and will comply with the terms of this Service Agreement. (b) No Reselling. Customer shall not re-sell or re-distribute (whether for a fee or otherwise) access to the Service(s) or system capacity, or any part thereof, in any manner other than for Customer's internal business without the express prior consent of Spectrum, Enterprise Long Form v.181023 Page 5 of 24 ©2016-18 Charter Communications. All Rights Reserved. including without limitation, any use to provide services for the benefit of, or on behalf of, any third party other than Gus tamer or its End Users. (c) No Illegal Purpose or Unauthorized Access. Customer shall not use or permit End Users or third parties to use the Service(s), including the Spectrum Equipment and Software, for any illegal purpose, or to achieve unauthorized access to any computer systems, software, data, or other copyright or patent protected material. (d) No Interference. Customer shall not interfere with or cause technical difficulties for other customers' use of equipment or Services or interfere with or disrupt the Spectrum Network, backbone, nodes or other Services. Customer shall not install any equipment, including without limitation, any antenna or signal amplification system, at the Service Location that interferes with the Services. (e) Applicable Laws. With respect to Customer's and End Users' use of the Service (including the transmission or use of any content via the Service), Customer shall comply, and shall ensure that its End Users comply, with all applicable laws and regulations in addition to the terms of this Service Agreement. Spectrum shall have the right to audit Customer's use of the Service remotely or otherwise, to ensure compliance with this Service Agreement. (f) Acceptable Use. As between the Parties, Customer is solely responsible for (i) all use (whether or not authorized) of the Service by Customer, any End User or any unauthorized person or entity, which use shall be deemed Customer's use for purposes of this Service Agreement, (ii) all content that is viewed, stored or transmitted via the Service, as applicable, and (iii) all third-party charges incurred for merchandise and services accessed via the Service, if any. Customer shall not use, or allow the Services to be used, in any manner that would violate the applicable Spectrum Acceptable Use Policies or that would cause, or be likely to cause, Spectrum to qualify as a "Covered 911 Service Provider" as defined in 47 C.F.R. §12.4 or any successor provision of the rules of the Federal Communication Commission. For avoidance of doubt, Customer and Spectrum agree that any failure to satisfy the covenants set forth in the preceding sentence shall constitute a material breach of the Service Agreement. 11. PERFORMANCE. Unless otherwise set forth in an Attachment or service level agreement, Spectrum will use commercially reasonable efforts to provide the Services to Customer twenty-four (24) hours per day, seven (7) days per week. It is possible, however, that there will be interruptions of Service. The Service may be unavailable from time-to-time either for scheduled or unscheduled maintenance, technical difficulties, or for other reasons beyond Spectrum's reasonable control. Temporary service interruptions or outages for such reasons, as well as service interruptions or outages caused by Customer, its agents and employees, or by a Force Majeure Event, shall not constitute a failure by Spectrum to perform its obligations under this Service Agreement. 12. MONITORING, EQUIPMENT UPGRADES AND NETWORK MODIFICATIONS. Spectrum has the right, but not the obligation, to upgrade, modify, and enhance the Spectrum Network and the Service and take any action that Spectrum deems appropriate to protect or improve the Service and its facilities. Spectrum shall have the right, but not the obligation, to monitor, record, and maintain oral communications with Customer regarding Customer's account or Services for the purpose of service quality assurance, or as permitted under applicable law. 13. DEFAULT, SUSPENSION OF SERVICE, AND TERMINATION. (a) Default. A Party shall be in default under this Service Agreement if it has failed to comply with the terms of this Service Agreement or any of all of the applicable Service Orders, including without limitation the obligation to pay any amounts due, and such Party fails to correct each such noncompliance within thirty (30) days of receipt of notice from the non-defaulting Party describing in reasonable detail the default or noncompliance ("Default"). (b) Mutual Termination Rights. Either Party may terminate this Service Agreement or a Service Order if: (i) the other Party is in Default; (ii) the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debts, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange; or (iii) after entering into such Service Order, Spectrum learns that the costs to deliver the Services to the Service Location shall require a material increase in the Service Charges and Customer does not agree to pay such additional Service Charges by executing a revised Service Order. (c) Termination for Convenience by Customer. Notwithstanding any other term or provision in this Service Agreement, Customer may terminate a Service Order, or this Service Agreement, at any time upon thirty (30) days prior notice to Spectrum, subject to payment of all outstanding amounts due, payment of any applicable Termination Charges (as defined below), and the return of any Spectrum Equipment. (d) Spectrum's Right to Suspend. Spectrum shall have the right, at its option, without prior notice, and in addition to any other rights of Spectrum expressly set forth in this Service Agreement and any other remedies it may have under applicable law to suspend Services if Customer fails to comply with any applicable laws or regulations or this Service Agreement, or if Customer or its End Users' use of the Service is determined by Spectrum, in its sole discretion, to result in a material degradation of the Spectrum Network until Customer remedies any such noncompliance or degradation. Any suspension shall not affect Customer's on-going obligation to pay Spectrum any amounts due under this Service Agreement. If Spectrum suspends any Service, Spectrum may require the payment of reconnect or other charges before restarting the suspended Service. (e) Termination Charges. Upon Termination, Customer must pay all Services Charges then due for Services provided through the effective date of Termination. In addition, if Termination is due to Customer Default or for Customer's convenience, Customer must pay Spectrum a termination charge (a "Termination Charge"), which the Parties recognize as liquidated damages and not as a penalty. This Termination Charge shall be equal to 100% of the unpaid balance of all Service Charges that would have been due throughout the applicable Order Term, including, without limitation, the outstanding balance of any and all unpaid OTCs. The foregoing terms will also apply to any partial Termination impacting one or more Service Orders, but not the entire Service Agreement. Enterprise Long Form v.181 023 Page 6 of 24 ©2016-18 Charter Communications. All Rights Reserved. (f) Survival. The provisions of sections 6(c), 7(b), 7(e), 13(e), 13(1), 14, 15, 18-22 and the Attachments shall survive the termination or expiration of the Service Agreement. 14. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY. (a) DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND SPECTRUM EQUIPMENT, AND USES THE SAME AT ITS OWN RISK, AND FOR ACCESS TO AND SECURITY OF CUSTOMER'S EQUIPMENT AND CUSTOMER'S NETWORK. SPECTRUM EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE APPLICATIONS OR CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND SPECTRUM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH APPLICATIONS OR CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SERVICE AGREEMENT, THE SERVICE, SPECTRUM EQUIPMENT, AND ANY SPECTRUM MATERIALS ARE PROVIDED "AS IS, WITH ALL FAULTS," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY SPECTRUM, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. SPECTRUM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE SERVICE AGREEMENT, SPECTRUM DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY SPECTRUM WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR ANY END USER'S EQUIPMENT OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER'S OR ANY END USER'S USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING, OR OTHER TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT SPECTRUM'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICE AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS SERVICE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT. (b) LIMITATION OF LIABILITY. WITHOUT LIMITING ANY EXPRESS PROVISIONS OF THIS SERVICE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, ANY END USER, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES (INCLUDING LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS SERVICE AGREEMENT OR THE PROVISION OF SERVICES, INCLUDING ANY SERVICE IMPLEMENTATION DELAYS OR FAILURES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY, MISREPRESENTATION, OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OF CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS SERVICE AGREEMENT. SPECTRUM'S MAXIMUM LIABILITY TO CUSTOMER WITH REGARD TO ANY SERVICE ORDER SHALL NOT EXCEED THE AMOUNT, EXCLUDING OTCS, PAID OR PAYABLE BY CUSTOMER TO SPECTRUM FOR THE APPLICABLE SERVICE ORDER IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL NOT APPLY WITH RESPECT TO INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SERVICE AGREEMENT. SPECTRUM SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR ANY OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER-PROVIDED EQUIPMENT, FACILITIES OR SERVICES. 15. INDEMNIFICATION. Spectrum agrees to indemnify and hold harmless Customer, its directors, officers, employees, agents and/or representatives ("Customer Indemnified Parties") from and against any and all third-party claims, liabilities, lawsuits, damages, losses, judgments, costs, fees and expenses incurred by and/or or brought against Customer's Indemnified Parties, including reasonable attorney and other professional fees and court costs incurred by Customer's Indemnified Parties ("Claims") to the extent that such Claims arise directly from: (i) physical damage to personal or real property or bodily injury, including death, directly caused by the negligent or willful misconduct of Spectrum, its employees or contractors, at the site(s) as a direct result from Spectrum's installation, removal or maintenance at Customer's Service Locations of the Spectrum Equipment; and/or (ii) Spectrum's failure to comply with laws expressly applicable to Spectrum's provision of Services ordered by and provided to Customer. Spectrum shall have full authority to settle any such Claims; provided, however, that it may not enter into any settlement without Customer's advance written consent in which (A) a full .and final release of such Claim in favor of Customer's Indemnified Parties is not obtained as a result of the settlement, or (B) any admission or affirmative obligation is required or placed upon Customer's Indemnified Parties. Customer understands and agrees that Spectrum disclaims and shall not be responsible for any liability to the full extent that such arises from Customer's misrepresentation with regard to or noncompliance with the terms of this Agreement and/or any Service Order, Customer's failure to comply with applicable law, and/or Customer's negligence or willful misconduct. Enterprise Long Form v.181 023 Page 7 of 24 ©2016-18 Charter Communications. All Rights Reserved. 16. COMPLIANCE WITH L AWS. As between the Parties, Spectrum shall obtain and maintain at its own expense all lice nses, approvals and regulatory authority required by law with respect to Spectrum's ope ratio n and provision of the Services as contemplated in the Service Agreement, and Cus tomer shall obtain and ma intain at its own expense all licenses, approvals and regulatory authority required by law wit h respect to Custome r's use of th e Services as co ntemp lated in the Service Ag reement. Unless specified otherwise in t he Service Agreement , each Party shall give all notices, pay all fees and comp ly wi th all appl icable laws, ord inances, ru les and regulations re lating to its perfo rm ance ob ligations specified in the Service Agreement. The Service Agreement is subject to all applicable federa l, state or local laws and regulat ions in effect in the relevant jurisdiction(s) in which Spectrum provides the Services . If any provision of t he Service Agreement contravenes or is in conflict with any such law or regulation, then the terms of such law or regulation sha ll take priority over t he relevant provision of t he Service Agreement. If the releva nt law or regulation applies to some but not all of the Serv ices bei ng provide d under the Service Ag reeme nt, t hen such law or reg ulation sha ll t ake pr iority over the re levant provision of the Serv ice Ag reement on ly f or pu rposes of those Services to wh ich the law or reg ul ation applies. Except as exp li ci tly st ated in the SerVice Agreemen t, noth ing contain ed in the Service Agree ment s hall co nstitute a wa iver by Spectrum of any rights under app licab le laws or regu latio ns pertainin g to the insta ll ation, co nstructi on, operati on, mai ntenance or removal of the Services, f acilities or equipment. 17. REGULATORY CHANGES. In th e event of any change in appli ca bl e law, regulat ion , decision, ru le or order, including without limitat ion any new application of or increase in any govern ment-or quasi-government-imposed fees or charges that increases the costs or other terms of Spectrum's del ivery of Service to Customer, or, in the event of any increase in pole attachment or conduit cha rges appl icable t o any facilities used by Spectrum in provid ing the Service, Customer acknowledges and agrees that Spectrum may pass through to Customer any such increased fees or costs, bu t only to the extent of the actual increase. Spectrum shall use commerc ially reasonable efforts to noti fy Customer at least t hirty (30) days in advance of the increase. In such case, and if such increase materia ll y increases t he Service Charges payable by Custome r under the Service Agreement for the applicable Service, Customer may, within thirty (30) days after notification of suc h increase, terminate the affected Service wi thout an obligation to pay Term ination Charges , provided Cust omer notifies Spectrum at least th irty (30) days in advance of Customer's requested term ination date. Further, in t he event th at Spectrum is requi red to file ta ri ffs, rate schedu les, or price guides with a regulatory agency or otherwise publi sh or make genera ll y available its rates in accordance with regulatory agency ru les or policies respecting the delivery of th e Service or any po rti on t hereof, then th e terms set fo rt h in t he applicable ta ri ff, rate schedu le, or price gu ide shall govern Spectrum's delivery of, and Customer's use or consumption of the Service. In additi on, if Spectrum determ ines that offeri ng or provid ing th e Service , or any part thereof, has become impracticab le for lega l or regu latory reasons or circumstances, then Spectrum may term in ate the Service Ag reement an d any affected Service O rders without lia bility, by giving Customer thirty (30) days prior notice or any such noti ce as is required by law or reg ulati on app li cab le to such determin ation. 1 8. ARBITRA TION . INTENTIONALLY OMITTED 19 . PROPRI ETARY RIGHTS AND CON FIDENTIALITY. (a) Spectrum's Proprietarv Rights. All materials including , but not limited to, any Spectrum Equ ipment (including related firmware), software, data and information provided by Spectrum, any identifiers or passwords used to access the Service or otherwise provided by Spectrum, and any know-how, methodologies or processes including, but not limited to, all copyrights , trademarks, patents, trade secrets, any other proprietary rights inhe rent therein and appurtenant thereto, used by Spectrum to provide the Service (collectively "S pectrum Materials") shall remain the sole and exclusive property of Spectrum or its supp liers and shall not become a fixture to the Service Locatio n. Cust ome r sha ll acq uire no t itle to , in terest or right (including intellectua l property rights) in the Spectrum Materials by virtue of the payments provided for here in other t han the limited, non-exclusive, and non-transferable lice nse to use the Spectrum Ma teri als so lely for Cust omer's use of the Service. Customer may not disassemble, decompile, reverse engineer, reproduce, modify, or distribute t he Spectrum Materials, in who le or in part, or use them for the be nefit of any thi rd party. Customer shall not cause or pe rmit t he disab ling or circumve ntion of any security mechan ism con t ained in or associated with the Services. All righ ts in the Spectru m Mate rials not exp ressly granted to Customer herein are reserved to Spectrum o r its suppliers. Customer shall not open, alter, misuse , tamper wi th , or remove t he Spectrum Equipment or Spectru m Mate rials as and where installed by Spectrum, an d shall not remove any markings or labels from th e Spectrum Eq uipment or Spec trum Materials indicating Spectrum (or its suppliers) owne rship or se rial numbers. (b) Confidenti ality. Custome r ag rees to mai nta in in confidence, and not t o disclose t o th ird parties or use, except fo r such use as is express ly perm itted he rein, t he Spectrum Materials and any other information and materia ls provided by Spectrum in connection with this Service Agreement , includ in g bu t not lim ited t o the contents of th is Service Agreement and any Service Orde rs. Nei t her pa rty may issue a press release, public annou ncement or other public statements regarding the Service Agreement without t he ot he r party's prior consent. Spectrum agree s to mai n t ain in c onfidence, a nd not to disc lose to t hird parties or use, ex cept f o r s uch use as i s expressly permi tted herein, informatio n a nd m at e rials provi d ed by Cust o m er in con nection with t h is Se rvic es Agree ment t hat is designat ed as c onfide ntial or p rop ri et ary, pro v i ded , that inform at ion transm i tte d through t he use of the Services is not cons idered c o nfidential information for purposes of this Services Agreem ent. (c ) Software. If Software is provided to Customer hereunder, Spectrum g rants Cust omer a limited, non-exclusive , and non-transferable license to use such Software, in object code form on ly, for the sole and limited purpose of using th e Services for Customer's internal business pu rposes during the Term. Customer shall not copy, reverse engineer, decompile , disassemble , translate, or attempt to learn the sou rce code of any Software. Upon termi nation of a Serv ice Order, t he license to use any Software provided by Spectrum to Customer in connection wi th the Services provided under the Service Order shall terminate and Customer shall dest roy any copies of the Softwa re provided to Customer . 20. PRIVACY. Spectrum also ma inta ins a Privacy Po licy with respect to the Services in order to protect the privacy of its cus tomers. The Privacy Poli cy may be fou nd on Spectrum 's websi te at http ://enterpri se.spectrum .com /. The Privacy Po licy may be upda ted or modified Enterprise Long Form v.181023 Page 8 of 24 ©2016-18 Charter Communications. All Rig hts Reserved. from time-to-time by Spectrum, with or with out notice to Customer. Custome r's privacy interests, includi ng Customer's ability to lim it disclosure of ce rtain information to th ird parties, may be add ressed by , among other laws, the Federa l Tele commun ications Act , the Federal Cable Communications Act , th e Electronic Communications Privacy Act , and , to the extent applicable, state laws and regulations. Customer prop ri etary network information and personally identifiable information that may be collected, used or disclosed in accordance with applicable laws is described in an Attachment , the Privacy Policy, and, if appli ca ble , in Spectrum's tariff, which are incorporated into, and made a part of, this Service Agreement by this reference. In addition to the foregoing, Customer hereby acknowledges and agrees th at Spectrum may disclose Customer's and its emp loyees' personally identifiable information as required by law or regu lation, or the American Registry for Internet Numbers or any sim ilar agency, or in accordance with the Pri vacy Policy or, if appl icable, tariff(s). In addition, Spectrum sha ll have the right (except where prohibited by law), bu t not th e obligation, to disclose any information to protect its rights, property or operati ons, or where circumsta nce s suggest tha t in di vidual or publi c safety is in pe ril. 21. NOTICES . Any notices or consents to be given under this Service Agreement shall be valid ly g iven or served only if in writing and se nt by nation ally recog ni zed overnight delivery service or certified mail , return receipt requested, to th e followi ng addresses: If t o Spectrum : Charter Communications Operati ng, LLC ATTN : Commercial Contracts Management Corporate - Legal Ope ratio ns 12405 Powe rscourt Drive St. Louis, MO 6313 1 Noti ces to Customer shall be sent to the Customer billing address or as se t forth in the Service Agreement. Each Party may ch ange its respective address(es) fo r lega l notice by providing notice to the other Party. Upon Spectrum's req uest , Customer will also provide Spectrum with a current ema il address that Custome r regularl y checks so that Spectrum may provide copies of notices and other commu nications to Customer by email. 22. MISCELLANEOUS . (a) Enti re Ag re ement. This Service Agreement, includ ing wi thout limitation all Attachments, incorpo ra ted documents and any executed Service Orders constitute the en tire agreement and understanding between the Pa rties with re spect to the subject matter hereo f. This Service Agreement supe rsedes all prior understandings, promises , and undertakin gs, if any, made orally or in wri t ing by or on be half of the Parties with re spect to the subject matte r of this Service Agreement, includin g without lim itation any prior confident ia lity or non- disclosure agreement between the Parties regarding the purchase and sale of Spe ctrum Services. Customer should also consu lt Spectrum 's website https ://enterprise .spectrum .com/ to be sure Customer is awa re of Spectrum's Acceptable Use Policies, Network Management Practices, applicable tariffs and price guides, and other policies or practices that are applicable to Customer's use of the Services (co llective ly "Policies"). Customer's use of the Services shall be deemed acknowledgment that Customer has read and agreed to Spectrum 's Policies as a part of th is Service Ag reem ent. (b) Sign atures: Electronic Transaction s. This Service Agreement may be executed in one or more co unterparts, each of wh ich is an origin al, but together constitu ti ng one and the same instrument. Execu ti on of a facsimile or other electronic copy will have the same force and effect as exec uti on of an origin al, and a facsim ile or ele ctron ic signature wil l be deemed an origi na l and val id signature . Th e Parties agree to cond uct business using electronic means including us ing electronic records and electronic signatures, except as provided with respect to notices in Secti on 21 . (c) Order of Precedence . Each Service shall be provisioned pursuant to th e te rm s and conditions of this Service Agreement. In the event that Spectru m permits Customer to use its own standard purchase order fo rm to order the Service, the Parties hereby acknowledge and agree tha t th e terms and cond it ions he reof shall prevail notwithsta nd ing any variance wi th the terms and condition s of any purchase orde r submitted by Customer, and any different or addit ional terms contain ed in such pu rchase ord er shall have no force or effect. To the extent that the terms of the Service Agreement or any Service Order are inco nsiste nt with the terms of any applicable tariff, the tariff shall control. To the extent that the terms of any Service Order are inconsistent w ith the terms of th ese Terms of Service, the Term s of Service shall control , excluding pri cing discounts, nonrecurring fees, or ord er fu lfillment timing te rms to the extent permissible under applicable law set forth in the Service Order that sha ll con trol. (d) No Assignment or Transfer. Customer may, upon prior written notice to Spectrum , assign this Service Ag reement and the associated Service Order(s) to affiliates controlling, controlled by, or under common control with Customer, or to its successor-in-interest following a merger or sale of substantially all of its assets to a non-affiliated entity; provided that Customer has paid Spectrum all amounts due and owing for all Services provided by Spectrum pursuant to this Services Agreement at the time Customer provides such notice of assignment. Spectrum may assign its rights and obligations under t his Service Agreement, in whole or in part, and any Service Order(s) to affiliates co nt roll in g, controlled by or under common control with Spectrum , or t o its successo r-in-interest if Spectrum sells some or all of the underlying communicat ions system(s) without t he prior approval of or notice to Customer. Customer understands and agrees that, regardless of any such assignment , the rights and ob ligations of Spectrum in the Service Agreement may accrue t o, or be fulfilled by, any affiliate, as we ll as by Spectrum or its subcontractors . (e) Seve rab ility. If any term, covenant, condition or portion of this Service Agreement shall, to any extent, is held to be invalid or unenforceable, the remainder of this Service Agreement s ha ll not be affected and each remain ing term, covenant or condition shall be va lid and enforceable to the fullest extent permitted by law as nearly as possible to reflect the original intentions of t he Part ies. (f) Force Majeure . Notwithsta nding anything to the contrary in the Service Agreement, neither Party shall be liable to the other for any delay, inconvenience, loss, liability or damage resulting from any failure or interr upti on of Services, directly or ind irect ly ca used by Enterprise Long Form v.181 023 Page 9 of 24 ©2016-18 Charter Communications. All Rights Reserved. circumstances beyond such Party's control, including but not limited to denial of use of poles or other facilities of a utility company, labor disputes, acts of war or terrorism, criminal, illegal or unlawful acts, weather, fire, flood, natural causes, mechanical or power failures, fiber cuts, governmental acts or any order, law or ordinance in any way restricting the operation of the Services (each a "Force Majeure Event"). Changes in economic, business, or competitive conditions shall not be considered a Force Majeure Event. (g) Governing Law; Claims Limitation; Waiver of Jury Trial. The law of the state of California shall govern the construction, interpretation, and performance of this Service Agreement, except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded). Any legal action brought under or in connection with the subject matter of the Service Agreement shall be brought only in the federal district court of California or, if such court would not have jurisdiction over the matter, then only in a California state court sitting in the County of Los Angeles. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Service Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Service Agreement in the federal or state courts sitting in the County of Los Angeles, California, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. Any claim that Customer wishes to assert under the Service Agreement must be initiated not later than one (1} year after the claim arose. IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS SERVICE AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND SPECTRUM EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY. (h) No Third Party Beneficiaries. The terms of this Service Agreement and the Parties' respective performance of obligations as described are not intended to benefit any person or entity not a Party to this Service Agreement, and the consideration provided by each Party hereunder only runs to the respective Parties, and that no person or entity not a Party to this Service Agreement shall have any rights hereunder nor the right to require performance of obligations by either of the Parties. (i) Waiver. Except as otherwise provided herein, the failure of Spectrum to enforce any provision of this Service Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. To be legally binding on Spectrum, any waiver must be in writing. 0) Remedies Cumulative and Nonexclusive. Unless stated otherwise herein, all rights and remedies of the Parties under this Service Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any other rights or remedies available to the Parties whether provided by law, in equity, by statute or otherwise. The exercise of any right or remedy does not preclude the exercise of any other rights or remedies. Enterprise Long Form v.181023 Page 10 of 24 ©2016-18 Charter Communications. All Rights Reserved. Attachment A Spectrum Business TV and Enterprise TV Service (collectively, "TV Service") Spectrum Business TV Service: Spectrum Business TV Service includes television programming services, including the package of channels and music programming as designated in a Service Order. Customer must notify Spectrum if Customer's use of the Service will be for private or public viewing. If specified in the Service Order, Spectrum will provide to private-view Customers premium programming such as HBO, Showtime, TMC, Cine.max, STARZ, Encore, or Epix, or Customer premise equipment such as DVRs (collectively, "Premium Services"). Spectrum Enterprise TV Service: Spectrum Enterprise shall provide the customized multi-channel video programming service ("Enterprise TV Service") to Customer's Service Location(s) identified in a Service Order. Enterprise TV Service includes Government TV, Healthcare TV, Hospitality TV, and Education/University TV. Enterprise TV Service includes the channel line-up and those premium and other pay-per-view, video-on-demand, or any visual content as mutually agreed upon in the Service Order. If specified in the Service Order, Spectrum will provide Premium Services to Customer. 1. Music Programming. Customer is responsible for and must secure any music rights and/or pay applicable fees required by the American Society of Composers, Authors & Publishers, Broadcast Music, Inc., and SESAC, Inc. or their respective successors, and any other entity, person or governmental authority from which a license is necessary or appropriate relating to Customer's transmission, retransmission, communication, distribution, performance or other use of the Services. Customer shall not, and shall not authorize or permit any other person to, do any of the following unless Customer has obtained a then-current music license permitting such activity: (i) charge a cover charge or admission fee to any Service Location(s) at the time the TV Service is being displayed or are to be displayed; or (ii) permit dancing, skating or other similar forms of entertainment or physical activity in conjunction with the performance of the TV Service. 2. Spectrum Equipment. Spectrum owns and shall at all times have the exclusive right to access, control, maintain, upgrade, use and operate its TV Service, Network, and Spectrum Equipment, except for (i) any video display terminals ("Connections") or inside wiring owned and maintained by Customer or a third party, and (ii) any conduit, risers, raceways or other spaces where the Network or Spectrum Equipment is located that are owned by Customer or a third party, in which case (as between Customer and Spectrum) Customer shall own such items and Customer hereby grants to Spectrum the non-exclusive right to access and use such space during the Order Term as provided in the Service Agreement. The inside wiring and Connections shall be provided and installed by Customer, at its sole expense, in consultation with Spectrum and any specifications provided by Spectrum to Customer in writing. Spectrum shall not be responsible for an outage that may be due to a fault or failure with respect to any inside wiring, Connections or any systems, equipment or facilities of Customer or any third party, including but not limited to, instances where such outage is due to the Customer's failure to promptly provide Spectrum with access to the Service Location to inspect, monitor, repair, and/or replace the TV Service or Spectrum Equipment. If changes in technology require the use of specialized equipment to continue to receive Spectrum Business TV Service, Spectrum shall provide such Spectrum Equipment, and Customer shall pay for such Spectrum Equipment at the same rate charged by Spectrum to commercial customers in the same service area as the Service Location. 3. Provision of Service. Spectrum may, in its discretion, preempt, rearrange, delete, add, discontinue, modify or otherwise change any or all of the advertised programming comprising, packaging of, channel line-ups applicable to, and/or distribution of its TV Service. Spectrum may make certain TV Service available via mobile applications or third party hardware to Customer and its End Users, which may be subject to additional terms and conditions. 4. Restrictions. Customer shall take all necessary precautions to ensure that the TV Service is received only by authorized parties, and that no part of the TV Service is received at any other location, including but not limited to locations where an admission fee, cover charge, minimum or like sum is charged. Customer shall not and shall not authorize or permit any other person to (i) copy, record, dub, duplicate, alter, make or manufacture any recordings or other reproductions of the TV Service (or any part thereof); (ii) transmit the TV Service by any television or radio broadcast or by any other means or use the TV Service outside the Service Location; (iii) move the TV Service to another location after installation; or (iv) insert any commercial announcements into the TV Service or interrupt any performance of the TV Service for the making of any commercial announcements. Customer acknowledges that such duplication, reproduction or transmission may subject Customer to criminal penalties and/or civil liability and damages under applicable copyright and/or trademark laws. TV Service is available for use at commercial establishments and other non-residential buildings (such as a bar, restaurant, hospital, or commercial building). In commercial establishments with public viewing, only the TV Service lineup(s) that is approved for public viewing may be used. Customer may not order or request pay-per-view (PPV) programming for receipt, exhibition or taping in a commercial establishment; or exhibit nor assist in the exhibition of PPV programming in a commercial establishment unless explicitly authorized to do so by agreement with an authorized program provider and subject to Spectrum's prior written consent. Enterprise Long Form v.181023 Page 11 of 24 ©2016-18 Charter Communications. All Rights Reserved. 5. Service Inspection. Customer shall permit Spectrum reasonable access to the Service Locations to inspect the Service Location at periodic intervals as needed to ascertain, among other things, the number of television outlets receiving the TV Service, verify the estimated viewing occupancy, or If any Spectrum inspection reveals that Customer's usage of the TV Service exceeds Customer's rights under the Service Agreement or Service Order and without abrogating or otherwise affecting Spectrum's right to consider such activity a breach of the Service Agreement, Customer shall pay Spectrum an amount equal to one and a half times the MRCs that would have been due for such excessive usage as liquidated damages and not as a penalty. In addition, Customer shall either discontinue any excess usage or thereafter continue to pay the applicable MRCs for such additional usage or Spectrum may, in its discretion, suspend or disconnect a TV Service. 6. Noninterference. Customer shall not interfere with, alter or substitute any of the programs, information or content offered as part of the TV Service, which are transmitted over any of the channels provided hereunder without the prior written consent of Spectrum. Under no circumstances shall Customer have any right to encode, alter, reformat, delete or otherwise modify the TV Service, including without limitation delivery method and any programming contained within the TV Service, without the express written consent of Spectrum. The limitations of this paragraph shall not apply to formatting of programming for Enterprise TV Service as agreed by Spectrum and Customer. 7. Charges. Notwithstanding anything to the contrary in the Service Agreement, the MRCs set forth in a Service Order for TV Service: (i) do not include applicable taxes, regulatory fees, franchise fees or public access fees; and (ii) are subject to change in accordance with commercial rate increases applied to commercial customers. Customer's use of the Enterprise TV Service is subject to the following additional terms and conditions: 8. End User Support. Customer shall provide all first level contact and support to its authorized users relating to the Network, Spectrum Equipment, Connections, Customer-provided equipment, and Enterprise TV Service. In the event of any disruption, failure, or degradation of the Enterprise TV Service lasting for twenty-four (24) consecutive hours or more, Customer shall use all reasonable efforts to diagnose the cause of the Enterprise TV Service impacting event. If the Enterprise TV Service impacting event is reasonably determined to be caused by the signal delivered by Spectrum, Customer shall contact the designated Spectrum technical support contact for resolution. 9. Set Back Box. Customer's use of the Set Back Box Product ("SBB") available as part of the Enterprise TV Service (the "SBB Offering") is subject to the following additional terms and conditions: A. Notwithstanding Section 2 above, Spectrum shall install and program all Connections for the SBB Offering. Customer shall ensure the availability of Connections that are compatible with the SBB Offering including, without limitation, the provision and use of appropriate tuners and Connections having HDTV compatibility. B. If Customer desires for the front desk portal and the TV user interface associated with the SBB Offering to be co-branded (with Spectrum's and Customer's brands), then Customer shall provide Spectrum Enterprise a copy of Customer's logo in accordance with Spectrum's technical specifications and hereby grants Spectrum a right and license to use such logo for purposes of such co-branding. 10. SpectrumU Service. SpectrumU is an online video service accessible via an Internet browser or through a mobile device application (the "SpectrumU TV App") that permits authorized users to stream video content over-the-top while connected to Customer's Wi-Fi network (the "SpectrumU Service"). A Customer is not required to purchase Internet or Wi-Fi service from Spectrum in order to purchase or use the SpectrumU Service. Many factors affect the quality of service experienced by Customer and its authorized users, including without limitation, the quality of the Internet and Wi-Fi service provided by Customer, events impacting the Customer's Wi-Fi network such as network service attacks, and the authorized user's device. B. Customer acknowledges that Spectrum requires Customer's authorized users to accept separate end user license terms when downloading the SpectrumU TV App. C. Spectrum may require that authorized users update the SpectrumU TV App from time-to-time in order to continue to use the SpectrumU Service via the SpectrumU TV App. Enterprise Long Form v.181023 Page 12 of 24 ©2016-18 Charter Communications. All Rights Reserved. Attachment B Spectrum Business Voice Service, PRIISIP Trunking Service (collectively "Voice Services") Spectrum Hosted Voice, Hosted Voice for Hospitality, Hosted Call Center, and Unified Communications (collectively, "Hosted Communications Services") DESCRIPTION OF SERVICES: Voice Services: Spectrum Business Voice Service: If Customer selects to receive Spectrum Business Voice Service, Customer will receive voice service consisting of one or more lines or connections and a variety of features, as described more fully in the applicable Service Order and price guide. SIP Trunking Service: If Customer selects to receive the SIP Trunking Service, Customer will receive voice and call processing services via eight or more concurrent call paths using a Session Initiation Protocol ("SIP") connection to the Customer's private branch exchange (including any non-Spectrum switch, collectively, "PBX") or other Customer Equipment, and a variety of features, as described more fully in the applicable Service Order. PRI Service: If Customer selects to receive PRI Service, Customer will receive voice and call processing services via a full (23B+1D channel) or fractional (12B+1 D channel) Primary Rate Interface ("PRI") connection to Customer's PBX or other Customer Equipment, and a variety of features, as described more fully in the applicable Service Order. Spectrum Hosted Communications Services: Spectrum Hosted Voice Service: If Customer selects to receive Hosted Voice Service delivered over fiber or coax, Customer will receive a combination of (i) voice service consisting of one or more telephone lines, (ii) a variety of features, and (iii) voice service technical assistance. · Spectrum Hosted Voice for Hospitality Service: If Customer selects to receive Hosted Voice for Hospitality Service delivered over fiber or coax, Customer will receive a combination of (i) voice service consisting of one or more telephone lines, (ii) a variety of features, and (iii) voice service technical assistance. Customer may also receive Property Management System integration and other services, including a variety of features, as described more fully in the applicable Service Order. Spectrum Hosted Call Center: If Customer selects to receive Spectrum Hosted Call Center Service, Customer will receive a combination of (i) voice service consisting of one or more telephone lines, (ii) a variety of features, and (iii) voice service technical assistance, as described more fully in the applicable Service Order. Unified Communications Service: If Customer selects to receive Unified Communications Service features that are added onto a Spectrum Hosted Communications Service, Customer will receive a combination of (i) instant messaging and presence service, (i i) video calling service, (iii) desktop sharing service, and (iv) web collaboration service, as described more fully in the applicable Service Order. Unified Communications Services are available in personal computer and mobile phone or tablet application formats where features, functionalities, and capabilities will differ based on the device used to access the Unified Communications Service. Changes made to either the features, functionalities, or capabilities, or to the application user interface formats shall be in Spectrum's sole discretion. COMMUNICATIONS SERVICES TERMS AND CONDITIONS: Customer's use of the Voice Services and Hosted Communications Services (collectively, "Communications Service") is subject to the following additional terms and conditions: 1. Availability of Facilities and Service Modifications: a. Services and associated products, facilities, equipment, features and functions will be available in accordance with the terms of this Attachment, where technically and operationally feasible. The quantity of business lines for each Service Location is dependent on the technical feasibility at that specific location. Additional construction and facilities may be required to provide requested Communications Services at Customer's expense. Customer must pay for any special construction prior to the activation of service and/or cancellation of contract. Enterprise Long Form v.181023 Page 13 of 24 ©2016-18 Charter Communications. All Rights Reserved. b. Spectrum is not obligated to provide Communications Services if Custome r intends to or uses the Communications Services (i) t o in terfe re with or impair any service over any facil ities and associated Spectrum Equipment or impai r the privacy of any comm un ications ove r such fa ci lities and associated Spectrum Equ ipment; (ii) to sell, resell , sublease , assign , license, sublicense, sha re , provide, or oth erwise uti lize in conjunction with a thi rd party (includi ng , w ithout limitation , in any joint venture or as part of any outsourcing acti vity) the Com m unica tions Services or any component or combinati on thereof; or (i ii) in any manner tha t res ults in non-standard calling patterns or practices, in cl uding bu t no t limited to, use of th e Comm unications Serv ice for high-volum e auto-d ial ing , contin uous or extensive ca ll forwardi ng, high-volume telemarketing (including , without lim itatio n, c haritab le or pol itical solicitation or polling), fax or voicemail broadcasting for services with un limited loca l and long distance ca lling pla ns, and PBX hacking or modem hij acking resu lti ng in excessive usage of lo ng d istance serv ice (co ll ectively, "Prohibited Use"). In addition, Prohibite d Use shall include augmentati on of the Com mun ications Serv ice or Commun icat ions Service features, in any way as t o change the function ality of the Communications Service or its component fe atu res in any manner th at is inconsistent with st andard commercia l ca ll ing patterns an d practi ces or the term s of t his Service Ag reement. Such non-standard ca lling patterns and practi ces include, but are not limited to , use of th ree-way ca lling , or call forwa rd ing , th at resu lts in unusually high traffi c vo lumes or excessive long distance usage. A non -s tanda rd ca lling pattern may a lso include, when Customer's long distance ca lling minutes from (i) ca lls terminating to Alaska, (ii) ca lls terminating to Guam, (iii) calls termi nating to a conference calling service operating in areas with high carrier access rates (e.g ., rates that ca rriers pay one anothe r for network use), or (iv) ca ll s terminating to a chat line service, in the aggregate exceed ten perce nt (10%) of Customer's total long distance minutes in any one-month billing cycle . c . Spectru m may, from time to tim e, offer additional Communicat ions Service features or functionality, or discontinue certain Communications Service feat ures or functionality. Information abou t these features or functions will be available at http://e nterp rise .spectrum.com/ or http://bu siness.spectrum .co m/ or in the applicable price guide at www.spectrum .com , under "Cus tomer Di sclosures." These add itional Communications Services, features or functions may be subject to additional speci fi c terms and condi tions, and may be subject to c hange at any t ime by Spectrum . 2. Customer-Pre mise Equipment: Commun ications Services may require Customer-premise equ ipment. If requ ired , Spectrum wil l supply s uch eq uipment for so long as Cust omer remains a Co mmuni ca tions Serv ice Customer. Depend ing o n the Comm un ica ti ons Se rvi ce plan, there may be a monthly charge f or the equipme nt. Upon termination of Commu ni cat ions Serv ice for any re ason, Customer s hall return the Spectrum-supplied equipment within thirty (30) days or Customer will be charged an eq uipment fee equal to the fee charged by Spectrum at th e time the equip men t was supplied by Spe ct ru m. An excepti on to this return poli cy is when the equipment is also support in g Internet service, in whi ch case Customer may cont in ue to use the equipm ent un til such time as Internet is no longer provided or Spectrum req ues t s a substitution of th e equipmen t. 3. Communica ti ons Service Limitation s: a. Un avai lab le Services; Call Blockin g and Fraud . Spectrum does not offe r or provide certain operator-assisted services such as dial around services (10-10-XXX), pay services, and third -pa rty billing. Spectrum blocks access to calls with 900 and 976 area codes and to international cha t lines. In addi tion, Spect rum will initiate toll blocking if Customer's excessive use of any toll has surpassed t he th res hold set by Spectrum and/or Customer's acco unt is deli nquent. Notwithstanding a ny othe r provision of the Service Agreement or this Attachm ent, Spectrum may block ca lls which (i) are made to certai n cou ntries , cit ies, or central office exchanges, or (ii) use certa in authoriza ti on codes, as Spectrum , in its sole discretion, deems reasonably necessary to prevent unlawfu l or fra udulent use of Co mmunications Serv ices. b. Service Outages. Communicati ons Service modems are electrica ll y powered and will not work in a power outage or if the req uired broadband connection is disrupted or not operati ng. In the eve nt of powe r ou tages , the modem, including all phones and Services connected to or powered by it, w ill not work. Power outages will disru pt En hanced 9 11 ("E91 1") service and the use of Communications Service as the connection between a secu rity system an d ce ntral moni tori ng services. Spectrum may supply Custome r with a battery ba ckup for use in the event of a non-network related outage . COMMU NICATIO NS SERVICE DOE S NOT HAVE ITS OW N POWER SUPPLY. IF THERE IS A POWER OUTAGE, OR IF THERE IS A DISR UPT ION TO TH E SPE CTRUM NETWORK OR FAC ILITIES, COMMUNI CATIO NS SERVICE WI LL NOT WORK. CUST OMER ACKNOWLEDGES THAT IN SUCH CASES IT WIL L NOT BE POSSIB LE TO PLACE OR RECEIVE CA LLS INCLUDI NG CALLS TO ACCESS EMERGE NCY 911 SERVI CES. c. Security Systems . A lthough Spectrum will supply a connection th at wi ll allow the operation of Customer's existing secu rity system, Spectrum does not guarantee th at any such system will be in complete ope rational order fo ll owing the installation of Commun icatio ns Service. As such , it is Customer's ob ligation to contact t heir security system provider to inform them of the Commun icatio ns Services in sta llation , and any change in pho ne number, and to request a complete operational test of their system immediately following in stall ati on of t he Comm unica tion s Services. In addition, it is Customer's responsibility to test their system on a re gular basis. Spectrum does not represent that Service is fa il-safe . Customer is solely responsible for obtainin g such test ing , ens uri ng th at such testing is completed in a tim ely manner, and confirming tha t the secu rity system and any related Customer Equ ipme nt at the Service Loca ti on connected to the Communications Service operate properly. Customer is solely respo nsible for any an d all cos ts associa ted wi th th is activity. In addi ti on, Spectrum prohibits the use of Comm un ications Service as th e connection between medica l alert systems and a cen t ra l monitori ng sta ti on, and will ne ither connect to such services nor provide technical support for th e con nect ion. Enterprise Long Form v .181023 Pag e 14 of 24 ©2016-18 C harter Co mmunicati ons . A ll Rights Reserved. 4. Use of Services. Customer is solely responsible for: (i) prevention of Prohibited Use and unauthorized, unlawful, or fraudulent use of, or access to, Communications Services, which use or access is expressly prohibited; and (ii) administration and non-disclosure of any authorization codes provided by Spectrum to Customer. Spectrum may require Customer to immediately shut down its transmission of signals if Spectrum concludes, in its sole discretion, that such transmission is a Prohibited Use or causing interference to other customers or with other transmissions generally. a. Spectrum reserves the right (i) to refuse to provide, discontinue, or temporarily suspend Communications Services to or from a Service Location where the necessary facilities or equipment are not available under terms and conditions reasonably acceptable to Spectrum, or (ii) to limit or block Communications Services to and from any Service Location or the use of any authorization code, without any liability whatsoever, in the event that Spectrum detects or reasonably suspects either (a) Prohibited Use or fraudulent, or unlawful use of the Communications Services, or use of the Communications Service in violation of the Service Agreement or this Attachment, or (b) consumption of Communications Services in excess of the credit limit (if any). b. Customer is responsible for (i) securing its Customer Equipment against placement of fraudulent calls, and (ii) ensuring that Customer Equipment is not being used for any Prohibited Use or fraudulent use or access with Communications Services. Customer shall be responsible for payment of all applicable charges for Communications Services and charged to Customer's accounts, even where those calls are originated by fraudulent means either from Customer's Service Location or from remote locations. Spectrum is not liable for any damages, including toll usage charges, Customer may incur as a result of the unauthorized use of its telephone facilities. This unauthorized use of Customer's facilities includes, but is not limited to, the placement of calls from the Service Location, and the placement of calls through Customer Equipment that are transmitted or carried on Spectrum's Network. Customer shall ensure that all uses by Customer, whether authorized by Customer or not, of the Spectrum Equipment or the Communications Services installed at the Service Location comply with all applicable laws, rules, regulations, and the Service Agreement (including this Attachment). c. Spectrum has the right to limit the Communications Service to reasonable quantities of minutes and messages used or consumed by Customer to prevent Prohibited Use and to maintain a high level of service for other Spectrum customers. 5. Access to Telecommunications Relay Communications Service: Telecommunications Relay Service ("TRS") enables deaf, hard- of-hearing or speech-impaired persons who use a Text Telephone or Caption Telephone (collectively, "TOO") or similar devices to communicate with the hearing population not using TOO. It also allows the hearing population not using a TT to communicate with deaf, hard-of-hearing or speech-impaired persons who do use a TOO. Customer will be able to access the state provider to complete such calls by either dialing the applicable telephone number directly or by dialing the number 711, where available. Spectrum may bill Customer a monthly surcharge in order to fund the TRS system. 6. 911 Services: a. CUSTOMER ACKNOWLEDGES THAT THE VOICE-ENABLED FIBER CONNECTION, CABLE MODEM, INTEGRATED ACCESS DEVICE ("lAD") OR OTHER SPECTRUM EQUIPMENT USED TO PROVIDE COMMUNICATIONS SERVICE ARE ELECTRICALLY POWERED AND THAT COMMUNICATIONS SERVICE, INCLUDING THE ABILITY TO ACCESS 911 AND E911 SERVICES AND ALARM, SECURITY, AND OTHER MONITORING SERVICES, MAY NOT OPERATE IN THE EVENT OF AN ELECTRICAL POWER OUTAGE, A SPECTRUM NE1WORK SERVICE INTERRUPTION, OR A THIRD-PARTY NE1WORK SERVICE INTERRUPTION IF THE COMMUNICATIONS SERVICE IS PROVIDED AS AN OVER-THE-TOP OR OFF-NET (TYPE II) SERVICE USING A THIRD PARTY'S NE1WORK. CUSTOMER ALSO ACKNOWLEDGES THAT, IN THE EVENT OF A POWER OUTAGE AT A SERVICE LOCATION, ANY BACK-UP POWER SUPPLY PROVIDED WITH A SPECTRUM-PROVIDED VOICE-ENABLED CABLE MODEM, lAD, OR OTHER SPECTRUM EQUIPMENT USED IN DELIVERING THE COMMUNICATIONS SERVICE MAY ENABLE SERVICE FOR A LIMITED PERIOD OF TIME OR NOT AT ALL, DEPENDING ON THE CIRCUMSTANCES, AND THAT THE USE OF A BACK-UP POWER SUPPLY DOES NOT ENSURE THAT COMMUNICATIONS SERVICE WILL BE AVAILABLE IN ALL CIRCUMSTANCES. CUSTOMER SHALL ADVISE EVERY END USER OF COMMUNICATIONS SERVICE THAT SPECTRUM VOICE-ENABLED CUSTOMER EQUIPMENT IS ELECTRICALLY POWERED AND, IN THE EVENT OF A POWER OUTAGE OR SPECTRUM NE1WORK SERVICE INTERRUPTION, COMMUNICATIONS SERVICE AND 911 OR E911 MAY NOT BE AVAILABLE. CUSTOMER SHALL DISTRIBUTE TO ALL END USERS OF COMMUNICATIONS SERVICE LABELS/STICKERS (TO BE SUPPLIED BY SPECTRUM) AND INSTRUCT ALL END USERS OF COMMUNICATIONS SERVICE TO PLACE THEM ON OR NEAR THE EQUIPMENT USED IN CONJUNCTION WITH THE COMMUNICATIONS SERVICE. b. Customer is not permitted to move Spectrum Equipment from the Service Location in which it has been installed. If Customer moves any of the voice-enabled cable modem, lAD, or other Spectrum Equipment to an address other than the Service Location identified on the Service Order, calls from the modem, lAD, or other Spectrum Equipment to E911 will appear to E911 emergency service operators to be coming from the Service Location identified on the Service Order and not the new address. Customer shall be solely responsible for directing emergency personnel at the customer premises at each Service Location. Enterprise Long Form v.181023 Page 15 of 24 ©2016-18 Charter Communications. All Rights Rese!Ved. c. Customer will be notified by Spectrum as to whether the Communications Service to which Customer subscribes includes the capability to support E911 seiVice from multiple locations or from a location other than the SeiVice Location. Customer agrees that Spectrum will not be responsible for any losses or damages arising as a result of the unavailability of Communications SeiVice, including the inability to reach 911 or other emergency seiVices, the inability to contact a security system or other monitoring service provider or any failure or fault relating to Customer Equipment, facilities or services, the use of third-party enterprise 911 solutions, or Customer's attempt to access Communications Service from a remote location. d. In some geographic areas, Communications Se!Vice does not provide the capability to support E911 seiVice from any location other than the Service Location. In those areas, if Customer intends to assign telephone numbers to one or more locations other than the SeiVice Location, Customer shall obtain from the incumbent LEG, a competitive LEG, or Spectrum a local telephone line or lines and ensure that (i) the address(es) associated with the additional location(s) are loaded into the 911 database by the provider of the local telephone line(s) such that 911 calls will deliver to the 911 answering point the actual location and address of the 911 caller and (ii) all 911 calls originated from the additional location(s) are transported and delivered over those local telephone lines. IN SUCH AREAS, CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SPECTRUM, ITS AFFILIATES, ITS SERVICE PROVIDERS AND SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST THIRD PARTY CLAIMS, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' AND OTHER PROFESSIONALS' FEES, ARISING OUT OF OR RELATING TO 911 CALLS MADE BY END USERS OF THE COMMUNICATIONS SERVICE FROM LOCATIONS OTHER THAN THE SERVICE LOCATION. e. Customer shall not use the Communications SeiVices, or allow the Communications SeiVices to be used, (i) to provide 911 or E911 seiVices; (ii) route 911 or E911 traffic to any public safety answering point, statewide default answering point, or appropriate local emergency authority or emergency responders; or (iii) for any automatic location information services related to E911 or in any other manner that would cause, or be likely to cause, Spectrum to qualify as a "Covered SeiVice Provider" as defined in 47 C.F.R. §12.4 or any successor provision of the rules of the Federal Communication Commission. Any breach of this provision shall constitute a material breach of the SeiVice Agreement. f. CUSTOMER ACKNOWLEDGES THAT SPECTRUM'S "ANYWHERE CONNECT" OR OTHER SOFTPHONE SOFTWARE OR APPLICATIONS (COLLECTIVELY "SOFTPHONE APPLICATIONS") ARE NOT A REPLACEMENT FOR MOBILE OR FIXED LINE VOICE SERVICES. SOFTPHONE APPLICATIONS DO NOT PERMIT END USERS TO MAKE 911 OR OTHER EMERGENCY CALLS. CUSTOMER SHALL PROVIDE ALTERNATIVE COMMUNICATION OPTIONS TO ENABLE END USERS TO MAKE 911 AND OTHER EMERGENCY CALLS WHEN USING SPECTRUM'S SOFTPHONE APPLICATIONS. 7. Custom Caller-ID (Voice Se!Vices only): If Customer activates Custom Caller ID for Trunks, which permits a customer to define the telephone number that Spectrum makes available to call recipients for Caller ID purposes, the telephone number chosen must be active and assigned to Customer. Custom Caller ID for Trunks may be used only where Customer employs a Customer Equipment solution that ensures that 911 and other emergency calls placed by an end user are routed to an appropriate public safety answering point or other responding agency based on the caller's location, in a manner consistent with applicable law. If Customer activates Custom Caller ID, they must configure their PBX to out-pulse a telephone number that is active in their Spectrum account and accurately identifies the SeiVice Location for all outbound emergency 911 calls to be handled by that PBX. By activating Custom Caller ID for Trunks, Customer represents and warrants that it employs such a Customer Equipment solution and agrees to continue using such a solution until Customer discontinues its use of Custom Caller ID for Trunks. Telemarketers or other entities using Custom Caller ID for Trunks must comply with applicable federal and state laws, including obligations requiring identification of: (i) the telemarketer or the party on whose behalf the telemarketing call is made and (ii) the calling party's number ("CPN"), automatic number identification ("ANI"), or customer seiVice number of the party on whose behalf the telemarketing call is made. The use of substitute or fictitious CPN, ANI, or other calling party information is prohibited. Custom Caller ID for Trunks may not be used by any person or entity in connection with any unlawful purpose. 8. Access: Customer agrees to provide Spectrum and its authorized agents with access to Customer's internal telephone or local area network wiring at the network interface device or at some other minimum point of entry in order to facilitate the installation and operation of Communications Service over existing wiring. Customer hereby authorizes Spectrum to make any requests to Customer's landlord, building owner and/or building manager, as appropriate, and to make any requests to other or prior communications service providers, as necessary and appropriate, to ensure that Spectrum has all access to inside wiring and cabling necessary and sufficient to efficiently and securely install Communications SeiVice and all related Spectrum Equipment. The agents and employees of Spectrum shall have the right to enter the Service Location at any reasonable hour for the purpose of installing, inspecting, maintaining or repairing Spectrum Equipment, instruments and/or lines, or upon termination of the Communications Service, for the purpose of removing such Spectrum Equipment, instruments and/or lines. 9. Exclusively for Businesses: Communications Services are offered to businesses only and are not available for residential use. Enterprise Long Form v.181023 Page 16 of 24 ©2016-18 Charter Communications. All Rights Reserved. 10. Customer Equipment: Spectrum's obligation is to provide Communications Services to the customer-accessible interface device or equipment installed by Spectrum at the Spectrum Network Demarcation Point at the Service Location. The "Demarcation Point" is the point of interconnection between the Spectrum Equipment or other facilities and the wiring at the Service Location. Customer is responsible for ensuring that all such Customer Equipment conforms to the Federal Communications Commission's requirements set forth in Part 68 of the Code of Federal Regulations (as amended), and Spectrum may discontinue the provision of Communications Services to any location where Customer Equipment fails to conform to such regulations. Customer shall be solely responsible for satisfying all legal requirements for interconnecting Customer-provided terminal equipment or communications systems with other provider's facilities, including, without limitation, application for all licenses, permits, rights-of- way, and other arrangements necessary for such interconnection. Satisfaction of all legal requirements, any interface equipment or any other facilities necessary to interconnect the facilities of Spectrum and other providers must be provided at Customer's sole expense. 11. CPNI: Information relating to Customer calling details ("Calling Details"), including the quantity, configuration, type, destination and amount of Communications Service usage by Customer, and information contained in Customer's bills (collectively, "Customer Proprietary Network Information" or "CPNI") , that is obtained by Spectrum pursuant to its provision of Communications Service will be protected by Spectrum as described herein, in the Privacy Policy and in accordance with applicable federal and state requirements. Notwithstanding the foregoing, the following shall not be CPNI: (i) Customer's directory listing information, and (ii) aggregated and/or compiled information that does not contain Customer-specific references, even if CPNI was used as a basis for such information. a. Spectrum may use and disclose Calling Details and CPNI when required by applicable law. Spectrum may use Calling Details and CPNI and share (including via email) Calling Details and CPNI with its partners and contractors, as well as with Customer's employees and representatives, without Customer consent: (i) to provide services and bills to Customer; (ii) pursuant to applicable law; (iii) to protect the interests of Spectrum, Customer and related parties in preventing fraud, theft of services, abuse, harassment and misuse of telephone services; (iv) to protect the security and integrity of Spectrum Network systems; and (v) to m,arket additional Spectrum services to Customer that are of the same category as the services that Customer purchases from Spectrum. b. Spectrum will obtain Customer's consent before using Calling Details or CPNI to market to Customer Spectrum services that are not within the categories of Services that Customer purchases from Spectrum. Customer agrees that Spectrum will not be liable for any losses or damages arising as a result of disclosure of Calling Details or CPNI in accordance with the terms of this Attachment. c. Spectrum will respond to Customer requests for Customer Calling Details only in compliance with Spectrum's then-current authentication requirements and applicable law. Such authentication requirements may require Customer to obtain a secure password, which may be required for both online and telephone requests for Calling Details. Spectrum will notify Customer of any requests to change account passwords, activate online account access and change Customer's account address of record. Spectrum may provide such notice by voicemail, by email or by regular mail to Customer's prior account address of record. d. Customer may identify a person or persons who are authorized to request Calling Details by executing an Agency Letter provided by Spectrum upon request. Customer is responsible for: (i) ensuring that Spectrum receives timely notice of any changes to the list of authorized individuals identified in the Agency Letter. Spectrum will not be liable to Customer for any disclosure of Calling Details (including CPNI) that occurs if Spectrum has complied with the Agency Letter. 12. Directory Listings: Spectrum will facilitate the inclusion of its business customers in alphabetical white and yellow pages directories and/or electronic compilations, as requested and available in Spectrum's service area. These I istings are intended as a resource for interested parties who can use them to find the telephone numbers of Spectrum customers who subscribe to Communications Services. Spectrum, in its sole discretion, may limit the length of any listing in a directory or electronic compilation by abbreviating the listing. Listings may be subject to additional rules and restrictions. Toll free and private number service may be available to Customer for an additional charge. A listing may be omitted from a directory or electronic compilation upon Customer's request. IN THE EVENT THAT A MATERIAL ERROR OR OMISSION IN CUSTOMER'S DIRECTORY LISTING INFORMATION, REGARDLESS OF FORM, IS CAUSED BY SPECTRUM, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE A SERVICE CREDIT IN AN AMOUNT SET BY SPECTRUM'S THEN-CURRENT STANDARD POLICIES OR AS PRESCRIBED BY APPLICABLE REGULATORY REQUIREMENTS, IF ANY. SPECTRUM SHALL HAVE NO OTHER LIABILITY FOR ANY ERROR OR OMISSION IN ANY DIRECTORY LISTING INFORMATION. 13. Minute Packages: If a minutes of use ("MOU") package is exceeded, additional minutes will be charged at the standard domestic long distance rates listed at http://enterprise.spectrum.com (or successor URL). 14. Number Porting: Upon submission of a Service Order, Customer may port a telephone number within the rate center for its particular Service Location to Spectrum for use with Communications Services. Customer represents and warrants that it has all necessary rights and authority for any porting request, will provide copies of letters of authority authorizing the same upon request, AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SPECTRUM AND ITS AFFILIATES FROM ANY THIRD-PARTY CLAIM RELATED TO OR ARISING OUT OF ANY PORTING REQUEST. Spectrum shall coordinate telephone number porting with Customer's former local service provider ("FLSP") using the operational process for coordinating telephone number porting as prescribed by the appropriate regulatory authority. Enterprise Long Form v.181023 Page 17 of 24 ©2016-18 Charter Communications. All Rights Reserved. Spectrum may receive requests to port a telephone number currently assigned to Customer to a third-party service provider. Customer agrees that until such time as the porting process has been completed and no further traffic for any ported telephone number traverses the Spectrum Network, Customer shall remain bound by the terms of the Service Agreement and this Attachment (including, without limitation, Customer's obligation to pay for any applicable Services) for any and all traffic which remains on any Customer telephone numbers. Notwithstanding the foregoing, Customer shall notify Spectrum at least five (5) business days in advance of Customer requesting more than twenty (20) telephone numbers to be ported from Spectrum to another service provider. Customer has no property right in telephone number(s) or any other call number designations associated with the Communication Services, and Spectrum may change such numbers as deemed necessary. 15. Call Redirect: If a PRI Service, SIP Trunking Service, or Hosted Communication Service Customer elects to redirect calls to an alternate number and if the receiving telephone number is charged as domestic long distance, charges will be applied against Customer's MOU package on the account or, if exceeded, at the applicable long distance rates. 16. Customer a discounted bundled offering from Spectrum including a SIP Trunking Services combined with Spectrum Fiber Internet Access, Customer must have the SIP Trunking Service, PRI Service, or Hosted Communications Service installed and billing within four months after the provisioning and turn-up of the bundled data circuit. The monthly recurring charge will revert to the non-bundled rate for the installed service if Customer fails to accept both Services within this timeframe. 17. Unified Communications Service Data: Spectrum and any third-party service provider Spectrum uses to provide Unified Communications Services may use Customer data provided to such service provider in the course of the performance of the Unified Communications Services, including but not limited to any personal data of Customer's employees (" UCS Data"), other than content transmitted by the Unified Communications Services, to (a) communicate with Spectrum or Customer, and (b) administer and/or pelform this Service Agreement, any Service Order, and/or any agreement between Spectrum and such third- party service provider. Spectrum and such service provider may access or disclose UCS Data and related information, to: (i) satisfy legal requirements, comply with the law or respond to subpoenas, warrants or court orders, or (ii) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Spectrum's or such service provider's employees, customers or the public. Enterprise Long Form v.181023 Page 18 of 24 ©2016-18 Charter Communications. All Rights Reserved. Attachment C Fiber Internet Access Service ("FIA Service") Fiber Internet Access : If Custome r elects to receive the FIA Service, Spectrum shall provide Custome r with a dedicated, sca lable connection over a packet-based infrastructure with Internet service provider ("ISP") peering between Customer's data network identified on a Service Order and Spectrum 's facilities. FIA Service, or features of FIA Service, may not be ava ilable in all service areas . Spectrum 's FI A Serv ice is "On -Net" if it is provided by Spectrum to Service Lo cations through the Spectrum Network . Spectrum may, in its d iscre tio n, provide Cus tomer w ith "Off-Net" services to geographic locations that are outside of Spectrum 's service area or are not currently connected to the Spectrum Network through third party service providers. In addition, certa in non-facilities -based services provided by th ird pa rti es may be offered to Custome r by Spectrum {"Third Party Services"). Third Party Services and Off-Net Services may be subject to ad ditional terms and conditions. Customer's use of the FIA Service is subject to the fo llowing additional terms and cond itions : 1. FIA Service Speeds. Spectrum shall use commercially reaso nab le efforts to achieve the Internet speed attributable to the bandwidth for the FIA Service selected by Customer on the Service Orde r, however, actual speed , also known as th roug hput rate , may vary. Many factors affect speed experienced by Customer as outlined in Spectrum's Network Management Practices. 2. Bandwidth Management. Spectrum shall have the right, but not the obligation , to (a) monitor traffic on its Network; and (b) monitor Customer's bandwidth utilization and to limit excessive use of bandwidth (as determ ined by Spectrum) as Spectrum deems appropriate to efficiently manage the Spectrum Network. If Customer purchases Multi-Path FIA Service, Customer must ensure that no individual Path or data flow of such Service exceeds 2 Gbps (i.e. the rate of data transmission between any two MAC addresses and IP addresses). If Customer's Multi-Path FIA Service incl ud es a Path or data flow that exceeds 2 Gbps , Spectrum may lim it such Path or data flow to 2 Gbps . For purposes of this Attachment, (i) "Path " shall mean a connection permitting data transmission between a MAC address and IP address and another MAC address and IP address, and (i i) "Multi-Path " sha ll mean FIA Services permitting data transmission between or among three (3) or more MAC addresses and IP addresses . 3. Acceptable Use Policy. Customer shall comply with the terms of Spectrum's Acceptable Use Poli cy ("AUP") found at http://e nterprise.spectrum.com (or the applicable successor URL) and that policy is incorporated by reference into th is Service Agreement. Customer represents and warrants that Customer has read the AUP and shall be bound by its terms as they may be amended , revised , replaced, supplemented or otherwise changed from time-to-time by Spectrum with or without notice to Customer. Spectrum may suspend Service immediately for any violation of the Spectru m AUP . 4. Supplemental Managed Services . This subsection shall only apply if Customer pu rchases Spectrum's supplemental "Managed Services." The Managed Services may incl ude softwa re , firmware , and hardware compo nents supp li ed by Spectrum or thi rd parties and may be subject t o additional terms and conditions. Spectrum may update the Desktop Secu rity Service (as described in Attachment E) from time-to-time based on manufacturer-provided updates. SPECTRUM DOES NOT WARRANT THAT THE SUPPLEMENTAL MANAGED SERVICES, INCLUDING ANY SECURITY SERVICES, W ILL MEET CUS TOMER'S REQUIREMENTS, ENABLE CUSTOMER TO COMPLY WITH ANY APPLICABLE LAWS , REGULATIONS, OR THIRD PARTY REQUIREMENTS , PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES , WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECU RE. CUSTOMER W ILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO OR USE OF , WHETHER AUTHORIZED OR NOT, CUSTOMER'S OR ANY END USER 'S EQUIPMENT OR ACCESS TO OR LOSS OF DATA, MATERIAL, OR TRAFFIC DURING , OR RESULTING FROM, CUSTOMER'S OR ANY END USER'S USE OF THE SERVICE, INCLUDING , WITHOUT LIMITATION , V IA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING , OR OTHER TRANSMISS ION OF SUCH DATA, MATERIAL, OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT SPECTRUM'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICE AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUC H SERVICE PROVIDERS UNDER THIS SERVICE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE , FITNESS FOR A PARTICULAR PURPOSE , SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT. Enterprise Long Form v.181023 Page 19 of 24 ©2016-18 Charter Communications . All Rights Reserved . Attachment D Ethernet Service ("Ethernet Service") and Cloud Connect ("Cloud Connect") Ethernet Service: Spectrum will provide Ethernet Services for Customer locations connected over coaxial and/or fiber-optic cable. Connectivity is established between two or more Customer end-points under a unique customer topology. Spectrum will install the coaxial or fiber-optic cable into each Customer site as listed in the Service Order(s). Spectrum will also supply an edge or network interface device, which is Spectrum Equipment, at each site that will be capable of receiving the Service as specified in the Service Order(s). Spectrum's Ethernet Services are "On-Net" if they are provided by Spectrum to Service Locations through the Spectrum Network. Spectrum may, in its discretion, provide Customer with "Off-Net" services to geographic locations that are outside of Spectrum's service area or are not currently connected to the Spectrum Network through third party service providers. Off-Net Services may be subject to additional terms and conditions. Cloud Connect Service: Spectrum will provide a cloud connect service allowing Customer a private, layer 2 connectivity to cloud service providers (CSPs) through a cloud exchange via Spectrum Enterprise Ethernet Service. Therefore, all terms herein shall apply to the Cloud Connect Service in addition to the Ethernet Service. Customer's use of Ethernet Service and, as applicable, Cloud Connect Service, is subject to the following additional terms and conditions: 1. Spectrum's provision of Ethernet and Cloud Connect Services is subject to availability. 2. Spectrum shall have the right to disconnect (or demand the immediate disconnection of) any Ethernet and/or Cloud Connect Service that degrades any service provided to other subscribers on the Spectrum Network. Spectrum shall have the right, but not the obligation, to (a) monitor traffic on the Spectrum network, in its sole discretion; and (b) monitor Customer's bandwidth utilization as Spectrum deems appropriate to efficiently manage its Network. If Customer purchases Multi-Path Ethernet Service, Customer must ensure that no individual Path or data flow of such Service exceeds 2 Gbps (i.e. the rate of data transmission between any two MAC addresses and IP addresses). If Customer's Multi-Path Ethernet Service includes a Path or data flow that exceeds 2 Gbps, Spectrum may limit such Path or data flow to 2 Gbps. For purposes of this Attachment, (i) "Path" shall mean a connection permitting data transmission between a MAC address and IP address and another MAC address and IP address, and (ii) "Multi-Path" shall mean Ethernet Services permitting data transmission between or among three (3) or more MAC addresses and IP addresses. 3. Customer shall not transmit or otherwise make available on or via the Ethernet or Cloud Connect Service any material (including any message or series of messages) that violates or infringes in any way upon the rights of others, that is unlawful, or that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. 4. Customer shall permit Spectrum reasonable access to the Service Locations to inspect the Service Locations at periodic intervals as needed to verify Customer's compliance with this Service Agreement. 5. Customer's use of Ethernet Services is presumed by Spectrum to be jurisdictionally interstate, pursuant to the Federal Communications Commission's mixed use "10% Rule" (47 C.F. R. 36.154,4 FCC Red. 1352). It is Customer's sole responsibility to notify Spectrum if Customer's use of the Service is not jurisdictionally interstate pursuant to the 10% Rule and, so long as Customer's use of the Service remains not jurisdictionally interstate, Customer must certify at least annually that this condition remains in effect, using the form and format available upon request from Spectrum. If Customer fails to provide such certification or if the Customer's certification is inaccurate or invalid, Customer shall be liable for any resulting fees, fines, penalties and/or costs incurred by Spectrum. In addition, if Spectrum determines that Customer's use of the Ethernet Services is likely to be deemed not to be jurisdictionally interstate, and therefore that Spectrum's provision of the Ethernet Services is likely to put Spectrum or its licenses, permits or business at risk, or othe!Wise cause financial, regulatory or operational problems for Spectrum, then Spectrum may immediately suspend the provision of any or all Ethernet Service under any or all affected Service Orders until such time as either (a) Customer provides Spectrum with satisfactory assurances that Customer's use of Ethernet Services shall be deemed to be jurisdictionally interstate or (b) Customer is otherwise brought into full compliance with any applicable laws and regulations. Unless prohibited under applicable law, Customer at its own expense, shall indemnify, defend, and hold harmless Indemnified Parties against any and all third party claims, liabilities, lawsuits, damages, losses, judgments, costs, fees and expenses incurred by any Indemnified Parties, including reasonable attorney and other professional fees and court costs incurred by Spectrum Indemnified Parties, to the full extent that such arise from or relate to any fees, fines or penalties incurred by Spectrum as a result of Customer's violation of the 10% Rule. Enterprise Long Form v.181023 Page 20 of 24 ©2016-18 Charter Communications. All Rights Reserved. Attachment E Spectrum Business High-Speed Internet Service ("Internet Service") Spectrum Business High-Speed Internet Service1: Internet access service implemented using a hybrid fiber/coax ("HFC") or a fiber access network. Customer interface to the data network is via Ethernet connection. Internet Service enables a variety of upstream and downstream rates. If Customer elects to receive Internet Service, Spectrum shall provide connectivity from Customer site(s) to Customer's data network. Certain Internet Services, or features of Internet Services, may not be available in all service areas and may change from time to time, in Spectrum's sole discretion. In addition, certain non-facilities-based services provided by third parties may be offered to Customer by Spectrum ("Third-Party Services"). Third Party Services may be subject to additional terms and conditions. Except to the limited extent described in this Attachment, Spectrum makes no warranties of any kind (express or implied) regarding Third-Party Services and hereby disclaims any and all warranties pertaining thereto (including implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose). Spectrum does not have title to and is not the manufacturer of any software or hardware components of any Third- Party Services nor is Spectrum the supplier of any components of such software or hardware. IN NO EVENT SHALL SPECTRUM BE LIABLE FOR ANY DAMAGES ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF ANY THIRD-PARTY SERVICES. Customer's use of the Internet Service is subject to the following additional terms and conditions: 1. Minimum Equipment Requirements. Customer shall maintain certain minimum equipment and software to receive the Internet Service (see www.business.spectrum.com for the current specifications). The minimum configuration standards may change, and Spectrum will make reasonable efforts to support previously acceptable configurations; however, Spectrum is not obligated to continue to provide such support. Spectrum may supply Spectrum Equipment such as modems, gateways, routers, or wireless cards, for a fee, to operate the Internet Service. Spectrum reserves the right to provide service only to users with Spectrum-approved equipment. Customer acknowledges that such Spectrum Equipment may require updates and/or changes to the software resident in the Spectrum Equipment and that Customer may be required to perform such updates and/or changes. Customer hereby authorizes Spectrum to perform updates or changes, on-site or remotely from time to time as Spectrum deems necessary, in Spectrum's sole discretion. Customer will not connect any equipment, other than equipment authorized by Spectrum, to the Spectrum Network. When Spectrum installs the Internet Service, Customer will need a network interface card or adapter providing an Ethernet connection. Alternatively, Customer may connect to a networking device (commonly referred to as a router or gateway). 2. Software. At the time of installation of the Internet Service, Spectrum may provide Customer with common Spectrum or third-party software (e.g., a browser and plug-ins) to enable and enhance the Internet Service, subject to the license terms and restrictions in the Spectrum Service Agreement. Customer hereby represents and warrants to Spectrum that Customer owns the operating system software and associated use/license rights thereto for the computers that are connected to the Spectrum Network. 3. Internet Service Speeds. Spectrum shall use commercially reasonable efforts to achieve the Internet speed attributable to the bandwidth for the Internet Service selected by Customer, however, actual speed, also known as throughput rate, may vary. Many factors affect speed experienced by Customer as outlined in Spectrum's Network Management Practices. 4. Security. Customer shall take commercially reasonable security measures when using the Internet Service and assumes sole responsibility for use of the Internet Service and for access to and use of Customer Equipment used in connection with the Internet Service and Spectrum Network. 5. Electronic Addresses· Mailboxes. All non-vanity email addresses, email account names, and IP addresses ("Electronic Addresses") provided by Spectrum (and not through Customer's domain) are the property of Spectrum. Customer may not alter, modify, sell, lease, assign, encumber or otherwise tamper with the Electronic Addresses. a. Mailboxes. Spectrum owns any and all mailboxes associated with the Internet Service and may reclaim such mailboxes at any time for any reason. Spectrum may also limit the number of new email addresses available per account and the number of email messages that may be sent within a 24-hour time period. Spectrum may lock inactive mailboxes and prohibit the mailbox from receiving new email messages. Customer acknowledges that upon termination of Internet Service, Spectrum will suspend all accounts associated with the Internet Service and delete the contents of all mailboxes, if any. Deleted content cannot be recovered. Email addresses are not permanently retired and become eligible to be reused at Spectrum's sole discretion. 1 Customers that purchased Internet services from Time Warner Cable Business Class, Brighthouse Networks, or Charter before June 11, 2017 may continue to receive the same Internet service plan, features, and supplemental services at the same prices offered as of June 11, 2017 ("Legacy Services") until such time as Spectrum discontinues the Legacy Services by written notice to such Customers. If Customer elects to receive Spectrum Business Internet Services available as of June 11, 2017, then Customer will no longer be eligible to receive any Legacy Services, including, without limitation, any supplemental services or features that may not be available as part of the Spectrum Business Internet Services. Please contact your Spectrum sales representative for further information. Enterprise Long Form v.181023 Page 21 of 24 ©2016~18 Charter Communications. All Rights Reserved. b. Mail Storage. In no event will Spectrum be re spons ible for maintaining, and Spectrum will not guarantee storage of, email for any period of t ime. Spectrum also re serves th e right to enforce email storage limits. c. Cookies. Customer may access their Spectrum email accoun t at www.spectrumbusiness.net or by using th e Customer's software applicat ion (e.g., Outlook , Outlook Express, and Apple Mail). When accessing emai l at www.spectrumbusiness .net Customer mu st have its Internet browser config ure d t o accept cookies. Spectrum wi ll notify the End Use r if the browser is not co nfigured to accept cookies. 6. Changes of Address. Spectrum may change address ing schemes , including emai l and IP addresses prov id ed by Spectrum. 7. Acceptable Use Policy. Customer shall comp ly with the terms of Spectrum 's Acceptable Use Po li cy ("AUP ") found at www.business.spectrum .com and that policy is incorporated by reference into this Service Agreement. Customer re presents and warrants that Customer has read the AUP and shall be bound by its terms as they may be amended, revised, rep la ce d, supplemented or otherwi se changed from time-to-time by Spectrum with or with out notice to Custo mer. Spectrum may suspend Service im mediately for any violation of the AUP . 8. Spectrum Bu siness WiFi. Spectrum Business WiF i supported by a Spectrum-provided wireless router is a service available to certain Customers and provides wireless access to the Internet Service within the Service Lo cation ("WiFi Network"), for which Customer may be charge d a fee cons istent with Spectrum's then-current practices. Customer must purchase Spectrum Internet Service in order to receive Spectrum Business WiFi . The Spectrum -provid ed WiFi router comes programmed with certain default settings and configurat ions for the WiFi Network . Customer may modify the default settings and configurations on the Spectrum-provided WiFi router although Spectrum recommends maintain ing th e default config uration and settings. Spectrum does not gua rantee the security of the Spectrum-provided WiFi router and Customer's connection to th e Internet Service via the W iFi Network. Customer understands an d ag re es th at Customer is solely responsible for the secu rity of its WiFi Network and must enab le and use encryption in ord er to access Spectrum-provided applications. Customer understands th at thi s service is inten ded to be used by the Customer and its End Use rs and that Spectrum accepts no liabilities for any third -party usage. The Spectrum-provided WiFi router will co ll ect and maintain certain information regard in g access to an d use of th e WiFi Netwo rk , which information shall include but not be limited to device identifiers, device name, device type, applications and protocols, connections, and traffi c flows. Such information will be used by Spectrum to provide the Internet Service and suppo rt, as well as for Spectrum's internal bu s in ess analyti cs regarding th e use of th e In ternet Service. Customer acknowledges and agrees t ha t Spect rum shall have access to th e network name and password associated with the Spectrum -provided W iFi ro uter in order to provide support and di ag nosti c services. Spectrum re serves th e right to modify the WiFi network name and password for the Spectrum -provided W iFi router in order to sa feguard Internet security, the security and privacy of Customer's informati on, where requi red by law, or for other good ca use to provide, upgrade , and maintain the Internet Service, and protect the network, oth er users of the Internet , or o ur cus tomers and s ubscribers. Abusive , vulgar, offensive, inappropriate or profane WiFi Network names are prohibited and may be modified in Spectrum's sole discretion . Customer acknowledges that the Spectrum-provided WiFi router is Spectrum Equipment. 9. Spect rum Business WiFi Hotspot. Spectrum reserves the righ t to preconfigure the Spectrum -provided WiFi router to distribute a wireless Internet access point (i.e., a Spectrum Bu siness WiFi Hotspot, a "W iFi Hotspo f ') separate from the WiFi Network. Any use of bandwidth f ro m suc h wireless access point by third parties will not be cons idered to be use by the Customer for any pu rpose . Customer shall have th e rig ht to disable such WiFi Hotspot , an d shall not be respo nsible for the security of the WiFi Hotspot. a. To be eligible t o receive th e WiFi Hotspot, Cust omer must be rece iving Spectrum In tern et Service. Subject to the forego ing , Spectrum will, and Cust omer grants Spectrum permission to , attach , ins ta ll , maintain, operate , and upgrade WiFi-related equipment, cable s and devices ("WiFi Equipmen t") on an d within th e Serv ice Locat ion. T he WiFi Equipment will be operated by Spectrum, at no cost to Customer, in order t o provide the WiFi Hotspot at the Se rvice Location(s). Customer ag rees to prov ide a standard power sou rce for operation of the WiFi Equipm ent. b. Customer's use of th e WiFi Hotspot is subject to the following additi onal terms and cond it ions: i. The WiFi Hotspot made ava il ab le at Service Lo cati on(s) may be accessed by Customer and its End Users throug h th e ir Spectrum account s for no additional c harge . ii. To access the WiFi Hotspot, Customer and its End Users and patrons must have a WiFi-enabled device that meets the techni ca l specifications for th e WiFi Hotspot. iii. Customer grants Spectrum the right to advertise, market and otherwise promote Customer's location(s) as a WiFi Hotspot access point(s), in any an d all forms of media now known or hereafter developed, in Spectrum's sole discretion, and Customer grants Spectrum a license to use Customer's names, trademarks and logos in connection wi th such advertising, marketing and promotion . iv . Customer will not be entitled to receive any refund s or credi ts should th e WiFi Hotspot be interrupted or fail, regardless of the length of time during which th e WiFi Hot spot is unavai lable. v. All W iFi Equipment constitutes Spectrum Equipment. Cus tom er may not relocate or disconnect the WiFi Equipment. 10. Host ing . Spec trum will provide to Cu stomer Hostin g Service in accordance with the specifications associated with the pla n Customer has se lected (the "Ho sting Service"). Enterpri se Long Form v.181 023 Pag e 22 of 24 ©20 16-18 C harter Co mmunications. All Rights Reserved. a. Hosting Software. The Hosting Service will permit access to a variety of resources available from selected third parties, including developer tools, communication forums and product information (collectively, "Hosting Software"). The Hosting Software, including any updates, enhancements, new features, and/or the addition of any new Web properties, may be subject to and Customer shall comply with applicable product use rights/end user license agreements between such third parties and Customer. Notwithstanding anything to the contrary in the Terms of Service, Spectrum (not the manufacturer) shall provide technical support for Hosting Service, except that version changes of any such software compatibility or suitability with any other Customer provided software shall be Customer's responsibility. Customer hereby consents to the disclosure to the provider of third-party software, of Customer's name and any other necessary information for the limited purpose of licensing rights. b. Content Liability and Use Restrictions. Spectrum exercises no control over the content of the information passing through Customer's site(s) and it is Customer's sole responsibility to ensure that Customer and Customer's End Users use of the Hosting Service complies at all times with all applicable laws and regulations and the AUP. Spectrum shall have the right to disclose any and all available information collected from Customer to law enforcement authorities upon written request by such authorities. Information that may be disclosed includes IP addresses, account history, and files stored on servers used to provide the Hosting Service. If Customer engages in any of the following prohibited activities or if Customer's use of the Hosting Service is causing an adverse impact on the Spectrum Network, Spectrum shall have the right to suspend or terminate the Hosting Services: i. Customer shall not use Hosting Service for or in connection with any high risk use or activity such as aircraft or other modes of human mass transportation, nuclear, or chemical facilities, or Class Ill medical devices under the Federal Food, Drug, and Cosmetic Act. ii. Copying or reproduction of the Hosting Software to any other server or location for further reproduction or redistribution is expressly prohibited, unless approved in writing by Spectrum. iii. Hosting of unlicensed software. iv. Use of software or files that contain computer viruses or files that may harm computers. v. Any attempt or actual unauthorized access by Customer or through Customer Equipment to any Spectrum website or the website of any Spectrum customer. vi. The collection or any attempt to collect personally identifiable information of any person or entity without his, her or its express written consent. Customer shall maintain records of any such written consent throughout the Term of this Service Agreement and for three years thereafter. vii. Any action or inaction which is harmful or potentially harmful to the Spectrum server structure. viii. Running a banner exchange, free adult thumbnail gallery post and/or free adult image galleries on Customer's website. ix. Inclusion of sites with material, links, or resources for hacking, phreaking, viruses, or any type of site that promotes or participates in willful harm to Internet sites, users or providers. c. Domain Names. Customer shall be solely responsible for registering for or renewing a desired domain name. Spectrum does not guarantee that Customer will be able to register or renew a desired domain name. d. Specification Limitations. Individual websites may not at any time exceed the hosting specifications for the Internet Service. If Customer's hosting account exceeds the applicable specifications or is adversely impacting Spectrum's network or server(s), Spectrum may (i) contact Customer to resolve the issues; or (ii) suspend or terminate the Hosting Service if Customer has exceeded the then-applicable specifications in any given month. e. Limitation of Spectrum-provided Services. Certain services are not provided by Spectrum as part of the Hosting Service (e.g., Spectrum does not provide nor offer webpage creation, development, design or content services). f. Impositions on Customer's End Users. Customer is responsible for charging and collecting from its End Users any and all applicable taxes relating to use of the Customer site hosted by Spectrum. If Customer fails to impose and/or collect any tax from its End Users then, as between Spectrum and Customer, Customer shall be liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax. Customer shall indemnify and hold the Indemnified Parties harmless for any costs incurred or taxes or fees paid due to actions taken by the applicable taxing authority to collect any such tax from Spectrum due to Customer's failure to comply with this Section. 11. Desktop Security Service. Desktop Security Service is made up of software and hardware components. Spectrum is not the manufacturer or supplier of any software or hardware components of the Desktop Security Service. Spectrum shall update the Desktop Security Service from time-to-time based on manufacturer-provided updates. 12. Cloud Backup Service. a. Spectrum is not the manufacturer or supplier of any Cloud Backup Service software components. Customer shall be responsible for updating Cloud Backup Service from time-to-time based on updates provided by the software manufacturer, and any failure of Customer to perform such updates shall relieve Spectrum from any responsibility to ensure that Cloud Backup Service remains operational. b. Customer understands and acknowledges that (1) it is Customer's sole responsibility to create and retain the Cloud Backup Service password that is necessary for access to any data stored via the Cloud Backup Service and (2) Spectrum has no access to and does not know nor keep any record of the password created by Customer. Failure by Customer to retain Customer's Cloud Backup Service password shall result in complete loss of accessibility to data stored via the Cloud Backup Service. Enterprise Long Form v.181 023 Page 23 of 24 ©2016-18 Charter Communications. All Rights Reserved. Attachment F Managed WiFi Service ("Managed WiFi Service") Managed WiFi Service: If Customer elects to receive Managed WiFi Service, Spectrum will provide a managed WiFi solution with wireless access points ("WAPs") deployed at the designated Service Location to enable designated users of the Customer's choice to wirelessly access the Internet as more specifically set forth in a Service Order. Managed WiFi Service, or certain features, may not be available in all service areas and may change from time to time, in Spectrum's sole discretion. Customer's use of the Managed WiFi Service is subject to the following additional terms and conditions: 1. WiFi Eguipment. Spectrum will, and Customer grants Spectrum permission to, attach, install, maintain, operate and upgrade WiFi-related equipment, cables and devices on and within Customer's premises at the Service Location(s) identified in the applicable Service Order. 2. Internet Access. Spectrum may provide Managed WiFi Service to locations that use a centralized Internet access configuration where Spectrum will not be the primary Internet access provider if Customer purchases an Internet access Service for the sole purpose of providing Spectrum Enterprise out of bandwidth management ("008"). This OOB service would only provide connectivity to the Managed WiFi Service equipment (switches and controllers). 3. Connectivity to Local Area Networks. Configuration of the Managed WiFi Service will be as agreed in the WiFi questionnaire completed by the Parties. Managed WiFi Service may provide a separate SSID for employee Internet access if specified on the WiFi questionnaire. A second WLAN will be created on the wireless network with its own VLAN assigned. The aggregation switch will be configured to hand off an Ethernet Service port to Customer. In this scenario, network functions (DHCP and NAT, for example) may be handled by Customer's LAN. Customer will need to train and engage Customer's staff for all ongoing support issues. The Managed WiFi Service does not include support for connectivity to any device (printers, laptops, computers, routers, etc.). 4. Security Limitations. This Service does not include features such as: locked down access for the WAPs, single user name and logins for each WAP, logging, content filtering or intrusion detection systems. All Spectrum-authorized personnel and vendors will have access to log into the WAP devices on site. Spectrum is not responsible for security breaches that occur related to any SSIDs. Spectrum does not monitor the traffic on any SSIDs and Customer has the sole responsibility and obligation to monitor any traffic transmitted through use of the Managed WiFi Service to protect Customer's and any user data. Spectrum can provide a non-broadcast SSID if specified on the WiFi questionnaire. Enterprise Long Form v.181023 Page 24 of 24 ©2016-18 Charter Communications. All Rights Reserved.