CM-08-09-230TIME WARNER CABLE
Business Class
Service Agreement
Terms and Conditions
This Business Class Service Order, including all attached Work Orders and additional Terms and
Conditions that are incorporated herein by this reference ("Service Agreement"), dated 8/29/2008 (the
"Effective Date"), is between customer identified below ("Customer") and Time Warner Cable ("TWC"
or "Operator").
Time Warner Cable Information
Time Warner Cable
12012 N. Mopac Expwy
Austin, TX 78758
Customer Name
Account Number Federal Tax ID
State ZIP
City of Round Rock - 911 Center
City
Contact: Tony George
Telephone: 254-761-3961
Facsimile: 254-761-3980
Customer Address Suite
2701-N Mays ST
I Round Rock
Customer Contact
Rick White
Billing Address
' 221E Main ST
BillingContact
Rick White
Service Agreement
Phone ;Fax
f512-218-5524 1
__— 512-218-5563
Suite City State ZIP
Ij Round Rock------_---- ---- r-----
j I Round TX78664
Phone I Fax
-�
512-218-5563
THIS TIME WARNER CABLE BUSINESS CLASS SERVICES AGREEMENT IS SUBJECT TO THE
TIME WARNER CABLE BUSINESS CLASS SERVICES AGREEMENT TERMS AND CONDITIONS
AVAILABLE AT WWW.TWCBC.COM/LEGAL, A COPY OF WHICH WILL BE PROVIDED TO
CUSTOMER UPON REQUEST. SUCH TERMS AND CONDITIONS ARE INCORPORATED HEREIN
BY THIS REFERENCE. BY EXECUTING THIS TIME WARNER CABLE BUSINESS CLASS SERVICES
AGREEMENT WHERE INDICATED BELOW, CUSTOMER ACKNOWLEDGES THAT (1) CUSTOMER
ACCEPTS AND AGREES TO BE BOUND BY ALL SUCH TERMS AND CONDITIONS, INCLUDING
SECTION 21 THEREOF, WHICH PROVIDES THAT THE PARTIES DESIRE TO RESOLVE DISPUTES
RELATING TO THE TIME WARNER CABLE BUSINESS CLASS SERVICES AGREEMENT THROUGH
ARBITRATION; AND (2) BY AGREEING TO ARBITRATION, CUSTOMER IS GIVING UP VARIOUS
RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY.
Authorized Signature for Time Wamer Cable
Printed Name and Title
Date Signed
avt-o ,-v9 -2
ignatu for City of Round Rock - 911
tykes 2. .PPG 114tio&I
Printed Name and Title
Date Signed
TJME WARNER CABLE
Business Class
Business Name
City of Round Rock - 911 Center
Contact
Video, Data, and Business Class Ethernet
Customer Service Order
Account Number
Phone Fax
'Rick Whit
—11512-218-5524
_ II -512-218-5563
e
Service Address Suite City
[ 1
Round Rock
Billing Address
Suite City
221 E Main ST ]--1[1:4ound-lio—ck —
Phone
• _
I 254-761-3961
2701 N Mays ST
Account Executive
Tony George
Federal Tax ID Tax Exempt Certificate
74-6017485 17 Federal I-• State
Tax Exempt Status
Order Type __n Proposed Install Date
New !
State ZIP
L_ ;118664
State ZIP
I [TX :1[78664
Fax
i t254-761-3980
F: Local r- Other
J
EntityTy_pe CustomerType
Other
O
I ther
L__
Current LEC
LEC BTN
Account Authorization
Additional Order Comments
Initial
One Monthly Monthly Service
Services SelectedTime Recurring ; Recyrring Period
Quantity Charge Fee Total* Month
10Mbx 512k _ - ---._.... _.__,--"----___._- ._ ,-- ---- --- __ __;- - -- - --__ . _._ M s
2 $300.00 • $99.95 $199.90 36
1 Usable Static IP - -"'
2 $0.00 ; $18 00• ._ --
Commercial Digital CATV $36.00 36
$0.00 $65.95 $65.95 36
Extra Digital Outlet
30 $2,250.00
$18 34
... - - - $550.20
Construction Reimbursement w 36
1 $6,33
00.00 $0.00 $0.00 • 36
Total* .- . �._._. - ----_
$8,85
'Prices do no include applicable taxes and govemmental fees that must be paid by 0C 0 ustomer in addition to the specified fees.
The services products, prices and terms identified on this Service Order constitute Time Warner
Cable's offer to provide such services on such terms. Until Customer has accepted this offer by signing
as appropriate below, Time Wamer Cable reserves the right to rescind this offer at any time, at its sole
discretion.
Upon early termination the Customer shall, promptly pay TWC a termination fee equal to the Service
Charges due for the remainder of the Initial Term or the then-current renewal term (plus any charges
then due and owing). The Agreement shall be renewable for successive terms unless at least thirty (30)
days prior to the expiration of the then-current term, either party notifies the other party of such party's
intent not to renew this Agreement. Agreement term and corresponding monthly billing will commence
on actual service installation date. Agreement locks in rate for Time Warner Cable Business Class
services for term of contract. Cable television and Work-at-home services are subject to annual price
change.
Authorized Signature for Time Warner Cable
Printed Name and Title
Printed Name and Title
orized Signature for City of Round Rock - 911
Date Signed
Date Signed
ems.
Time Warner Cable Business Class I Terms and Conditions
TIME WARNER CABLE
Business Class
Page 1 of (
SMALL BUSINESSES,
I MEDIUM BUSINESSES LARGE BUSINESSES GOVERNMENT SERVICES
Time Warner Cable Business Class Services Agreement
Terms and Conditions
1.0 AGREEMENT.
The Time Wamer Cable Business Class Services Agreement executed by the parties and these Terns and Conditions, includingall documents i
reference (collectively referred to as the 'Agreement" set forth the entire agreement between the Customer and TWC and togeher with Customer, (the "Parties" or
each individually a 'Party") for the delivery and use of and incorporated herein by
each indi on the applicable attachments s to ifs payment for the services ("Services') identified on an Orders) (as defined in Section 2.2 below) arid further
B (Cable TV Service), Attachment C (Business Class Phont e Service),, Aand Attachment D (Metro Ethernet Solutiioons/DDediicaBranch Office Access Service)). Service), Attachment
2.0
SERVICES AND ORDERS.
2.1 Subject to the terms and conditions of this Agreement (including, without limitation, Customer's compliance with its obligations set forth in Section 5), TWC shall
provide Customer with the Services, pursuant to and in conformance with any Order accepted in accordance with Section 2.2 below during the Tenn (as defined in
Section 6 below). Customer understands and agrees that certain Services may not be available in all TWC service areas and that TWC, upon entering into an Order
with Customer may, at its own discretion, utilize one or more of its affiliates or another party or parties to deliver the applicable Service. Unless otherwise set forth on
an applicable Attachment. TWC shall use commercially reasonable efforts to provide each Service identified in an Order seven (7) days a week. twenty four (24) hours
a day, excluding scheduled maintenance,. required repair and events beyond TWC's reasonable control.
2.2 Customer shall request Services hereunder by issuing to T WC one or more proposed service and/or work order(s) (each an "Order) pursuant to this Agreement
(in the form provided or approved by TWC) or via a mutually agreed electronic order entry system. Upon T WCs acceptance of a proposed service and/or work order
(s), such proposed service and/or work order(s), shall be deemed an 'Order hereunder and shall be deemed incorporated Into this Agreement. A proposed service
and/or work order shall be deemed accepted upon the earlier of (a) TWC's acceptance of such proposed service and/or work order in writing; or (b) TWC's'
commencement of delivery of the Service(s) set forth in such proposed service and/or work order.-
3.0 SERVICE & EQUIPMENT INSTALLATION.
Customer shall obtain and maintain, or ensure that each Customer employee or branch office to whom the Service will be provided or who shall use the Service, as
applicable (each an 'End User), shall obtain and maintain, throughout the Tenn such consents (including without (imitation landlord and land owner consents) as are
necessary to timely permit, and shall timely permit, TWC personnel to install, delver, operate and maintain the Service and TWC
below) as contemplated herein at Customers and any Customer End User's facilities. Customer shall permit TWC reasonable accessEquipment
the ( tomer and S anyEnd
User facilities at any time as needed to install, configure, upgrade. maintain or remove the TWC Equipment and other Service components collocated at Customer's or
an End User's facilities. Customer shall make and maintain throughout the Term all reasonable site preparations necessary to permit the installation, maintenance and
operation of the Service and any TWC Equipment as spedfied by TWC and that is required to provide the Services hereunder. In addition, Customer will provide TWC
with floor space, rack space, other space and clean power as is reasonably necessary for the installation and operation of TWC Equipment at the Customer locations
identified in an Order, for the term of the applicable Order. Customer shall not charge TWC, and shall ensure that TWC does not incur, any fees or expenses
whatsoever in connection with Customers provision of space. power, or access as desced herein. or otherwise in connection with Customers performance of its
obligations pursuant to this Section 3; and any such fees or expenses charged by a Customer End User shall be bome solely by Customer. Provided that Customer
properly performs all necessary site preparation and provides TWC with all required consents, TWC shall use commercially reasonable efforts to install the Service in
accordance with the requested Service start date inrfiated on an Oder. TWC shag provide Customer with a completion notice CCompletion Notice) upon completion
of the installation of a Service. In the event that TWC is unable to install the Service in accordance with the agreed upon schedule as a result of
End User's) failure to deliver any required materials, support or Information to TWC; or (i) TWC not being able to obtain access to equipment or software at the
installation location as necessary for Installation of the Service, then Customer shall pay TWC the standard installation fee as identified on the applicable Attachments
hereto for any installation trip made by TWC and an additional installation fee for each subsequent trip necessitated to perform the Service installation. Interconnection
between the
of the Service andTWC Equipment with Customers or an End User's, as applicable, equipment will be performed by Customer unless otherwise agreed in writing
Parties.i
4.0 SUPPORT & MAINTENANCE.
TWC shall use commercially reasonable efforts to maintain the TWC-provided and installed equipment, including as applicable, any cabling, cable moderns, related
splitters, routers or other items, (collectively, the TWC Equipment') on TWC's side of the demarcation points used by TWC to provide the Service. Notwithstanding
any contrary provision set forth in this Agreement. equipment and services on Customers side of the demarcation points, as well as any other Customer -provided
equipment. are the responsibility of Customer. TWC shall provide a telephone number and email address for Inquiries and remote problem support for the Service. All
such Customer support shag be provided only to Customers designated personnel. as mutually agreed upon by TWC and Customer. Customer is responsible for all
communications and interfaces with its End Users_ In no event shag TWC be responsible for providing support for anynetwo
and installed by TWC Under this Agreement or for issues or problems beyond its control. Notwithstanding anything tthe contrary tithe forego
ing. 0 TWC shall used
commercially reasonable efforts to restore any cable cuts on the TWC network and shall keep Customer reasonably advised of such restoration progress. Customer
agrees to provide routine operational Service support for TWC Equipment and Service components collocated at Customers or an End Users facility. including without
limitation by performing reboots, as requested by TWC.
5.0 CUSTOMER OBLIGATIONS.
5.1 Customers use of the Service (including all content transmitted via the Service) shag comply with all applicable laws and regulations and the terms of this
Agreement. Customer agrees not to resell or redistribute (whether for a fee or otherwise) the Serviceor any portion thereof, or make any use of the Service other
than for Customers internal business purposes, unless otherwise agreed in writing by TWC. Customer shall ensure that its End Users' use of the Service, if any, shall
comply with all applicable laws and regulations and any applicable Terms of Use (which are incorporated herein by this reference). Terns of Use means all
applicable Service policies, Inducing without limitation acceptable use policies, and other terns and conditions established by TWC and available on the TWC web
site, www_twcbc.comnegal as may be modified Thorn time to time by TWC, at its sole discretion. TWC may audit Customers use of the Service remotely or
otherwise, to ensure Customers compliance with this
5.2 Customer shag ensure that all TWC Agreement.
Customer shalls a resEquipment at Customer's and Customers End Users' facilities remains free and dear of alt liens and encumbrances and
responsible for (a) all use (whetherloss ot autho ed) of theServiceyant Cu�omer, Customers Enddsor an yEnd User'sthounauthorized
As between the Partes, Customer is deemedsolely
Customers use for purposes of thls Agreement (b) all content that is viewed, stored or transmitted viiia the Servilce aseappj caentity, and which u�� all be haemsd
incurred for merchandise and services accessed via the Service, f any. Customer agrees to conform its equipment and software, and to ensure that eat charges
User
conforms Its equipment and software, to the technical specifications for the Service provided by TWC from time to lime.
6.0 TERM.
The
ent shall commence
the date of full
on by
Parties
ective Date')
Term Unless terminated earlier in accordance with the p provisions stated herein, upon the expiration and of the Initial Term this Agreement shallutomatially renew on
an annual basis, unless either Party notifies the other Party at least ninety(90)daysshall remain in effect for an initial term of one ()Year (the "Initial
(the Initial Term and any renewal tern collectively referred to as the 'Term"). If an Order rTerm (as set forlrth n an apof the p able Oder) of such extends Party'synthe not ft renew
the Term, then this Agreement and the respective Oder(s) will continue In effect until the expiration or termination of the
applicable Oder(s), and subject to the termination rights of TWC and Customer under this Agreement. applicable Order Term, but only as tothe
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Time Warner Cable Business Class Terms and Conditions
Page 2 of t
7.0 PAYMENT.
For each Service, Customer agrees to pay TWC the non-recurring Service installation fees and monthly recurring Service fees (collectively the 'Service Charges') set
forth on the appicable Order In accordance with the following payment terms: Service Charges will be billed to Customer on a monthly basis, in accordance with
1 TWC's regular billing schedule, and are payable within thirty (30) days after the date appearing on the Invoice. TWC shall have the right to increase Service Charges
for each Service after the Initial Order Tenn for such Service upon thirty (30) d
which are not paid when due. The late fee will be the lesser of one and one-half percents e 1.55%%) per
r monthee to r the highest
t TWC may geable a late fee for any amounts
: be responsible for all costs of collection (including reasonable attomeys' fees) to collect overdue aamouurnt .11 Time Wammeer Cable chargeable
bys int Invoice in
shall alsoy
manner, such falure shall not constitute a waiver of the charges for the fees to which 1t relates and customer shall pay such invoice as present an invoice upon a timely
` payment terms.
required !a agreed
8.0 TAXES.
Customer shall pay all federal, state, and local taxes, fees, charges, surcharges or similar exactions Imposed on the Services and/or products that are the subject of
this Agreement including but not limited to state and local sales and use taxes, telecommunications taxes, federal and state universal service fund fees and/or state
i and local regulatory fees to the extent applicable. TWC shall have the right to recover from Customer the amount of any state or local fees or taxes arising as a result
of this Agreement, which are imposed on TWC or TWC's services, or measured on TWC's receipt. Such fees or taxes shall be Invoiced to Customer in the form of a
surcharge included on Customers invoice. TWC shall be responsible for and shall pay all taxes measured by TWC's net income. To the ardent that a dispute arises
income. as to which Party Is liable be for fees or taxes under this Agreement, Customer shall bear the burden of proof in showing that the fee or tax is imposed upon TWC's net
an TTWC'sTnet burden
Incco e. Customer shall bd e responsibleCustomer rfor providing written
TWC any and all documentation substasdiction ntiating a clam for exethe fee or tax mption from taxes orfee
or tax feesis based
date that Services ere first provided under this Agreement. To the extent such documentation is held invalid for any reason, Customer agrees to reimburse TWC for
any tax or fee liability including without limitation related interest andg prior to the
lid documentation.
8.1 Customer represent and warrants that Customer's use of the Services shallen such that suthe Sh ervice shall be deemed
Federal Communications Commission's mixed use '10% Rule' (47 C.F. R. 36.154, 4 FCC Red. 1352), and shall notify TWCinthe event of breach or threatened
the
breach of the foregoing. If, as a result of Customer's use of the Service, the Service is deemed not to be jurisdictionaly interstate pursuant to the 10% Rule, then
Customer will be Gable for any resulting fees, foes, penalties and costs incurred by TWC. In addition, if TWC determines that Customer's use of the Service is likely to
be deemed not to bejurisdictlonally interstate, and therefore that TWC's provision of the Services is likely to put TWC's franchises, licenses, permits or business at
risk, or otherwise cause regulatory problems for TWC, then TWC may Immediately suspend the provision of Services under all affected Service Orders until such time
as either (a) Customer provides TWC with satisfactory assurances that Customer's use of the Services shall be deemed to be jurisdiclionally interstate or (b) TWC is
otherwise brought into full compliance with any applicable laws and regulations.
8.2 Customer acknowledges that currently, and from time to time, there is uncertainty about the regulatory classification of some of the Services TWC
consequently, uncertainty about what fees, taxes and surcharges are due from TWC and/or its customers. Custorcr agrees that TWC has the right to determine, in
it sole discretion, what fees, taxes and surcoprovides and,
tunderstand that it may obtain a list of the fees, taxes and surcharges that TWC hrough to Customer. Customer hereby waives any claims it may havelregarding ect and ITWC's collection oremittance t them to the relevant such fern tare and spa and them
rges. Customer
requesting same: Time Wamer Cable, 7800 Crescent Executive Drive,Charlotte, North Carolina, 28rrently collects or 217 Attention: Subses through by scribeto 7WC at the r Tax inquiries.loG address and
9.0 PROPRIETARY RIGHTS AND CONFIDENTIALITY.
(a) TWC's Proprietary Right. M materials including, but not limited to• any TWC Equipent (including.related firmware), software, data and Information provided by
TWC, any identifiers or passwords used to access the Service or otherwise provided by TWC, and any know-how, methodologies or processes including, but not
limited to, a0 copyright• trademarks, patents, trade secret, any other proprietary rights inherent therein and appurtenant thereto, used
(collectively `TWC Materials') shall remain the sole and exclusive property of TWC or is suppliers. Customershal acquire no Interest in the TWC Materials by virtue
of theby TWC to provide the Service
payments provided for herein. Customer may use the TWC Materials solely for Customer's use of the Service. Customer may not disassemble, decompile.
reverse engineer, reproduce, modify or distribute the TWC Materials, in whole or in part, or use them for the benefit of any third party. All right in the TWC Materials
not expressly granted to Customer herein are reserved to TWC. Customer shalt not open, alter, misuse, tamper with or remove the TWC Equipment as and where
installed by TWC, and shall not remove any markings or labels from the TWC Equipment indicating TWC (or it suppliers)
Confidentiality. Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for suj ownership s serial numbers. (b)
Materials and any other information and materials provided by TWC in connection with this Agreement,1� ass expressly enof this
herein, theeTWC
are identified or marked as confidential or are otherwise reasonably understood to be confidentialoftdwarare, i11 onot ft are is d to id content tofo er hereunder,
e Agreement, that
grants Customer a limited, non-exclusive and nontransferable license to use such software. in object code form o provided pur o Customer the Service
fTWC
or
Customer's internal business purposes during the Tenn.1. My, solely for the purpose of using the Service for
10.0 MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS.
' TWC shall have the right• but not the obligation, to upgrade. modify and enhance the TWC Equipment
E that TWC deems appropriate to protect the Service and it facilities. TWC also shall have the right to add to, modify or delete any
q pment (including related firmware) and the Service and take any action
I (including the Terms of Use). TWC will notify Customer of any material adverse change in this Agreement (including the Temps of Use) or Service descriptions by
! posting notice of such change on the TWC web site or provision of this Agreement
(including the Terms of Use) and such modification has by material d adverse impact on Cuse, in the sWmer'stability to use te TWC tariff. he any
vice,, Cuif usto TWC
may, withis to t menu
period following the date of such modification, terminate without penally the Order relating to the affected Service.m (30) day
I 11.0 TERMINATION.
i Either Party may terminate an applicable Order (a) upon thirty (30) days written notice of the other Party's material breach, provided that such material breach is not
cured within such thirty (30) day period. or (b) immediately in the event that 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 it debtors, initiates
i from a trading exchange or its long term debt is downgraded more than two levels from itroceedn9 seeking general protection from its creditors, is removed or delisted its rating as of the Effective Date. In addition, In the event that Customer fails
I to comply with any applicable laws or regulations. the terms of this Agreement or the Terms of Use, TWC may upon thirty (30) days written notice suspend or
Idiscontinue any applicable Service in whole or in part without further notice, provided that such failure is not cured within such thirty
may Immediately suspend Customer's or its End User's use of the Service ff such use is determined by TWC, at is sole discretion, to be resulting n a material
degradation of the TWC network, until such time as such degradation has been remedied. TWC will use commercial) e (30) day pend. In addition, TWC
I remedying such degradation. In the event of a suspension,Y reasonable ore restarting tto assist Cnded S in
tlpon the tenninafion or dth may require the payment of reconnect er undr r shall c bsforeCussm the suspended shServiall
expiration of this Agreement and the Order(s) hereunder. (1) TWC's oblgatons hereunder shall cease; Q� Customer promptly shall
I amounts due and owing to TWC for Service delivered prior to the date of termination or expiration and an
I (111) Customer promptly shall cease all use of any software provided by TWC hereunder, and shall return such software to TWC; and lv pay all
Y applicable deinstallation fees Identified in Order(s), i any;
or permit TWC to remove, in TWC's discretion, the TWC Equipment in the same coditon as when received, ordit) opted Customer shall return to TWC
responsible for reimbursing TWC for the reasonable and documented costs of the repair or�Y wear and tear excepted. shall be
accordance with this Section 11. In addition, notwithstanding P replacement,,upon
pearly a TWC's discretion, Orderof byy CustomerTWC Equipment not reasonretoche In
than as set fort[ in Section 11(a) or 11(b) above or by TWC for any reason set forth in Section 1111(a) or 11(b) above, Customer shall, at
termination of an by for any other
( pay TWC a termination fee equal to the Service Charges that would have been due for the remainder of the Initial Term or the then-currentTWC'n cal tem (1) promptly
reimburse TWC for at volume, term or other discount and credits provided in anticipation of foil performance of Customer's obligation, as renewal
aor nd
portion of the installation fee set forth In the applicable Order(s). The foregoing shall be in addition to any other rights and remedies that TWC may have under this
1 Agreement or at law or equity relating to Customer's material breachany unpaid
1
i 12.0 INDEMNIFICATION.
Customer agrees to defend, indemnify and hold harmless TWC, its affiliates, it service providers and suppliers and their respective officers, directors, em
agents, from and against third party ctalms, liabilities, damages and expenses, Including reasonable attome
to (a) the use of the Service, including but not limited to a breach of Section 5 herein; or ys' and property other employees and +.
I misconduct of Customer or its employees or agent; (c) any fees, fines or penalties incurred b TWC asuset forth in Section professionals' ; or es) breach outarising e orrelating
ting
or damage caused by the negligence or willful
j governing any use of music service provided as part of the Service.
i 13.0 DISCLAIMER OF WARRANTY.
CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK TWC EXERCISES NO CONTROL
1 OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND TWC
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Time Warner Cable Business Class I Terms and Conditions
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EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICE TWC
. LIMFTED TO WARRANTIES OF TITLE, EQUIPMENT AND TWC MATERIALS ARE PROVIDED 'AS IS,' WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
I FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE ORORINFORM TION GI, SYSTEM VEN BYTWC, TS AFFILIATES DATA ACCURACY.
UOR iTS CONTRAIET CTORS OR RLREESPECTIVE
EMPLOYEES SHALL CREATE ANY WARRANTY TWC DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMERS
1 REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. WILL BE UNINTERRUPTED, SECURE. ERROR FREE, WITHOUT DEGRADATION
I OF VOICE QUALITY OR LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME,
I EXCEPT AS SET FORTH IN THIS AGREEMENT. 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
j CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMERS OWN DISCRETION
AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR AN END USERS COMPUTER SYSTEM OR
EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA. MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM. CUSTOMER'S
OR ITS END USERS USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO CUSTOMER'S OR END USER'S SENDING OR RECEIVING, OR UPLOADING
OR DOWNLOADING, OR ATTEMPTS TO DO SAME, OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES
; THAT TWC'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS AGREEMENT AND TWC DOES NOT
MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA
i ACCURACY OR QUIET ENJOYMENT.
1 14.0 LIMITATION OF LIABILITY.
1 IN NO EVENT SHALL TWC BE LIABLE TO CUSTOMER, AN END USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL,
SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER TWC HAD BEEN ADVISED OF THE
j POSSIBILITY OF SUCH DAMAGES. TWC'S AGGREGATE LIABILITY FOR ANY REASON AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO
i THIS AGREEMENT (INCLUDING. BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY) SHALL BE
i LIMITED TO THE FEES PAID OR OWED BY CUSTOMER UNDER THE ORDER THAT 15 THE SUBJECT MATTER OF THE CLAIM IN THE SIX (6) MONTHS
PRECEDING THE DATE THE CLAIM ARISES. IN NO EVENT SHALL TWC'S AFFILIATES, THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS HAVE ANY
LIABILITY TO CUSTOMER HEREUNDER.
15.0 DISCLOSURE OF CUSTOMER INFORMATION.
Customer's privacy interests, including Customer's ability to limit disclosure of certain information to t mrd parties, may be addressed
Telecommunications Act (the -Telecommunications Act"), the Federal Cable Communications Act (the "Cable Act'), the Electronic Communications Privacy
to the extent applicable, state laws and regulations. Customer proprietary network information ande by, among other laws, theused Federalr
disclosed in accordance with applicable laws is described in the Subscriber Privacy Notice provided by TWC in meting and, if applicable, in TWC's tariff. which are and,
Incorporated herein by reference. Customer acknowledges receipt of the Sue.maynformation that b collected, or
agrees that TWC may disclose Customer's and its employees' personally identifiable information as In addition a the egugoing, or the Am herebyilea and
Numbers ('AKIN") or any similar agency, required bl law or regulation, or N shall have
the right (
g cy, or in accordance with TWC's Subscriber Privacy Notice or, if egistry for Internet
where prohibited by law notwithstanding Customer's consent), but not the obligation, to disclose any information applicable,
tariff.
ittsd addition. �C and/orope right (except
where circumstances suggest that individual or public safely is in peril.
8 property operations• or
16.0 FORCE MAJEURE.
Notwithstanding anything to the contrary contained herein, a Party shall have no liability to the other hereunder due to circumstances beyond
not limited to. acts of God. ten-orism, flood, fiber cuts, natural disaster, regulation or governmental acts, fire, civil dist
or destruction or modification of the Service, in whole or in part (each a 'Force Majeure Event"). Notwithstandinganythingher i control, ierlmayg, but
disturbance, weather, or any unauthorized access to
terminate the affected Order(s) In Its entirety and without penalty If a Force Majeure Event continues for more tan ten0 c the contrary herein, Customer may
delivering the Service subject to such Order(s). ( ) consecutive days and prevents TWC from
17.0 REGULATORY AND LEGAL. CHANGES, POLE ATTACHMENT AND CONDUIT CHARGES, TARIFFS.
In the event of any change In applicable law, regulation, decision, rule or order, including without limitation any new application of or increase In universal service fees
or other government- or quasi -government -imposed charges that increases the costs or other terms of TWC's def
increase in pole attachment or conduit charges applicable to any facilities used byTWC in dece, livery ofCustomer
Service to edges and or,gin she event of any
pass through to Customer any such increased fees or costs, but only to the extent of the actualoincrease, rovided TWC notifies Customer at least thirtythatdays may
advance of the increase. In such case, and if such increase materially increases the fees or charges due by Custorner hereunder for the applicable Service, Customer
may, within thirty (30) days after notification of such increase,no (30) in
lest fifteen (15) days in advance of Customer's requested termination date. Further, in theev event that without TWCgist equired to fileination tariffsor rate schedules with a regulatory
agency or otherwise publish is rates In accordance with regulatory agency rules or policies respectingty, �avi� Customer andfies TWC at
required under applicable law to apply those rates to Customer's purchase of Service under this Agreement, then the the terns sService
t foor rth in the
oa p thereof, TWC is
schedule shall govem TWC's delivery of, and Customer's use or consumption of the Service. In addition, if TWC determines that offering or providing the Service, or
any part thereof, has become I ppficable tariff or rate
mpracticable for legal or regulatory reasons or circumstances, then TWC may terminate this Agreement as to any or all of the Service
and may terminate any affected Orders, without liability by giving Customer thirty (30) days prior written notice or any such notice as is required by law or regulation
applicable to such determination.
17.1 This Agreement, its Attachments and the Order(s) are subject to ail applicable federal, state or local laws and regulations in effect in the relevant jurisdiction(s) in
which TWC provides the Services. If any provision of this Agreement its Attachments, or the Order(s) contravene or are in conflict with any such law or regulation,
then the terms of such law or regulation shall take priority over the relevant provision of this Agreement its Attachments, and/or the Order(s). If the relevant law or
regulation applies to some but not all of the Service(s) being provided hereunder. then such law or regulation will take priority over the relevant provision of this
Agreement its Attachments, and the Order(s) only for purposes of those Service(s) to which the law or regulation applis. Except as explicitly stated In this
I Agreement nothing contained in this Agreement shall constitute a waiver by TWC of any rights under a
operation, maintenance or removal of the Services. facilities or equipment applicable laws or regulations pertaining to the installation,
18.0 ENTIRE AGREEMENT.
j This Agreement, including without limitation all Attachments that are attached hereto and incorporated herein by this reference, sets forth the entire agreement
between the Passes with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the partes with
respect such subject mater.
19.0 ORDER OF PRECEDENCE.
Each Service shall be provisioned pursuant to the terns and conditions of this Agreement In the event that TWC permits a Customer to
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 anyuse its own standard
purchase order sdbmitted 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 any Attachment or Order are inconsistent with the terms of this Agreement the terms of this Agreement shall contra
20.0 COMPLIANCE WITH LAWS.
As between the Partes. TWC will obtain and maintain at Its own expense ail licenses, approvals and regulatory authority required by law with respect to TWC's
operation and provision of the Services as contemplated herein, and Customer will obtain and maintain at Its own expense all license, a
authority required by law with respect to Customer's use of the Services as contemplated herein. Unless specified otherwise in this Agreement, each Party wil give all
notices. pay at fees and comply with all laws, ordinances. rules and regulations relating to its performance obligations specified herein.approvals and regulatory
21.0 ARBITRATION.
EXCEPT FOR CLAIMS FOR INJUNCTIVE RELIEF, AS DESCRIBED BELOW. ANY PAST, PRESENT, OR FUTURE CONTROVERSY OR CLAIM ARISING OUT OF
OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION
UNDER ITS COMMERCIAL ARBITRATION RULES, INCLUDING, IF APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR THE RESOLUTION OF
CONSUMER RELATED DISPUTES CONSOLIDATED OR CLASS ACTION ARBITRATIONS SHALL NOT BE PERMITTED. THE ARBITRATOR OF ANY DISPUTE
OR CLAIM BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE RELIEF; INJUNCTIVE
RELIEF MAY BE SOUGHT SOLELY IN AN APPROPRIATE COURT OF LAW. NO CLAIM SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MAY BE
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Time Warner Cable Business Class I Terms and Conditions
Page 4 of 6
COMBINED WITH A CLAIM SUBJECT TO RESOLUTION BEFORE A COURT OF LAW. THE ARBITRABIUTY OF DISPUTES SHALL BE DETERMINED BY THE
ARBITRATOR. JUDGMENT UPON AN AWARD MAY BE ENTERED iN ANY COURT HAVING COMPETENT JURISDICTION. IF ANY PORTION OF THIS
SECTION IS HEW TO BE UNENFORCEABLE THE REMAINDER SHALL CONTINUE TO BE ENFORCEABLE
22.0 MISCELLANEOUS.
This Agreement shall be govemed and construed in accordance with the laws of the State of New York, excluding its conflicts of law prtndples (other than Section 5-
1401 of the New York General Obligations Law). In the event that any portion of This Agreement is held to be invalid or unenforceable, the invalid or unenforceable
portion shall be construed In accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth herein and the remainder of
this Agreement shall remain in full force and effect No waiver of any breach or default hereunder shall be deemed to be a waiver of any
breach or default Customer may not assign this Agreement without the
void. TWC may assign its rights and obligations under thus Agreement including, without limitation, in whole or in precedinguor subsequent
prior written consent of TWC, and any assignment in violation of this Section shall be null and
of or notice to Customer. Customer understands and agrees that, regardless of anysuch asst'Pall. bl any affiliate without the prior written approval
fulfilled by, any affiliate, as well as by TWC and/or its subcorhr assipressgnment the ase, and oannou ns of TWC herein may asccrue to, or
nts
regarding this Agreement without TWC's prior written consent. Exdudin anymay � issue , ti release, is Agreementgemust bat or other notpublc later
tan Iwo
(2)
years after the dalm arose. There are no Third party beneficiaries o this Agreement party dam' claims under thistar must t initiatedcto not l nyr than under
This Agreement shag be given in writing and shall be deemed to have been gtvven rwnhLen actually received by Agreement tare independent Noticest hall be
Any notice
and TWC at the respective addresses set forth above, or o such other address as is provided the other Party. indices shat) provisions delivered to Customer
11, 12, 13, 14, 15, 21 and 22 shall survive the termination or expiration of this Agreement No modifica modification any to y otheriIn wion o this
The Agreement
thl sections unless 8, set9,
forth in a written instrument signed by both Parties. This Agreement may be executed n counterparts, each of hich shall beldeemed ann origin
al ar be vaNd all of which
i together shall constitute one and the same instrument
Attachment A
National Teleworker Service and Branch Office Connectivity Service
Service Descriptions:
I
1 i National Teleworker Service ("NTW Service"): If Customer selects to receive the Cable TV Service, TWC shall provide Basic and Standard Cable services.
Customer understands and agrees that premium program services, such as HBO, Cinemax, Showtime, and The Movie Channel, may not be received or shown on any
Customer er authorize or approve In anyanypublicto areas, such as lounges,
odg thereof.
visiting areas or other common areas used by groups or the general pubic, nor shall
approve ny ub copying, taping or
Branch Obranch offices set forth in an ffice Connectivity Service ("BOC Service"): If Customer selects to receive the BOC Service, TWC shall provide connectivity from the number of
Customer shall be permitted o connect any numbpted er of computers within Customer's identer to the Customer's data network. ified branch ct to offices to the Sernt of the vice, providedthathuse assessed
exchereunder,eed
the
standard bandwidth provided by TWC
card the
Customer's use of the NTW Service and/or the BOC Service is subject to the following additional terms and conditions:
TWC shall allow Cusomer employees to use (however In no event shall TWC be responsible for) a Virtual Private Network (VPN) and to allow the VPN to pass
through the cable modem of any NTW SeMce or BOC Service, as applicable provided that TWC shall have the right to disconnect (or demand the immediate
disconnection of) any such service that degrades the TWC Service for other subscribers on the TWC network.
Customer shall not upload, post, transmit or otherwise make available on or via the NTW Service or BOC Service any material (including any message or series of
messagrights, that in the es) that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, obstructive, harassing, libelous, invasive of privacy or
conduct that would constitute circumstances
criminalswould be ofte se givebnse o civie or l Na�biant, jity oreotherwkt e violate ates hate ny law. TWC maeech. that is y remove offensive
that In
or that encourages
standards.
judgment violates these
TWC shall have the right, but not the obligation, to (a) monitor traffic and content on its network, in its sole discretion, including through the use of automatic content
bandwidth (as detemnned by TWC) as TWC deems appropriate to efficiently manage its network.
filters (including without limitation spam, virus, and adult language sniffers and filters); and (b) monitor Customer's bandwidth utilization and to limit excessive use of
In the event that any TWC audit reveals that Customer's usage of the NTW Service or BOC Service exceeds Customer's rights hereunder, Customer shall a
an amount equal to one and a half times the Service Charges that would have been due for such excessive usage as liquidated dam
addition, Customer shay either discontinue any excess usage pay TWC
or thereafter continue to pay the applicable Service Charges for such additional usage. nnot as a paddif penalty.
TWC shall have the right, but not the obligation, to (f) review content in public areas of the NTW Service or BOC Service, Including chat rooms, bulletin boards and
forums, in order to determine compliance with this Agreement and any rules now or hereafter established by TWC; and (ii) remove (or demand the removal of) any
such content that TWC determines to be unacceptable or to violate the terms of this Agreement, any bandwidth utilization limitations or other Terms of Use.
Service Description:
Cable TV Service: If Customer selects to receive the Cable TV Service, TWC shall provide Basic and Standard Cable services. Customer understands and agrees
that premium program services, such as HBO, Cinemax, Showtime, and The Movie Channel, may not be received or shown on any television receivers located In any
copying. taping or duplicating thereof.
public areas, such as lounges, dayrooms, visiting areas or other common areas used by groups or the general public, nor shall Customer authorize or
approve of any
Customer's use of the Cable TV Service Is subject to the following additional terms and conditions:
In the event that changes in technology require the use of specialized equipment to continue to receive Cable TV Services provided by this Agreement, TWC agrees to
Customer's property receiving the Cable TV Service Is located.
provide such equipment and Customer agrees to pay for such equipment at the same rate charged by TWC to commercial customers in the municipality in which
Attachment B
Cable TV Service
In the event that any TWC audit reveals that Customer's usage of the Cable TV Service exceeds Customer's rights hereunder, Customer shall
equal to one and a half times the Service Charges that would have been due for such excessive usage as liquidated dame
Customer shall either discontinue any excess usagepay TWC an amount
or thereafter continue o pay the applicable Service Charges for such addition I usage. penalty.not as a In addition,
The monthly service charges set forth in an Order for Cable TV Service do not include applicable taxes, regulatory fees, franchise fees and public access fees.
Notwithstanding anything to the contrary in this Agreement, the monthly service charges for the Cable TV Service are subject to change n accordance with
commercial Cable TV rate increases applied o commercial customers.
Attachment C
http://www.twcbc.com/corporate/service_agreement.html
7/22/2008
Time Warner Cable Business Class I Terms and Conditions
f Service Description:
1 Business Class Phone Service: If Customer selects to receive the Business Class Phone Service, Customer wll receive telephone service consisting of up to
t twelve lines. including a variety of features, as described more fully in the applicable Order.
Customer's use of the Business Class Phone Service Is subject to the following additional terms and conditions:
i • Customer acknowledges that the voice -enabled cable modem used to provide the Business Gass Phone Services Is electrically
i Class Phone Services, including the ability to access 911 services and alarm, security, medical and other monitoring services, maynot and that the
electrical power outage or if Customer's TWC broadband correction is di opo eventv in the powerevent Business
at Customer or any End User's facility, any battor back-upemoted a notwoperating. Customer also acknowledges mot in the enable f e
i for a limttdnong on the Power es, and
I ha t inc wiion of o the TWbatte yjdd ack upower cable noes n man surthat Business s�earvgice
Class Phone SeMce will be evadable in allat all, p circumstances. Customer also acknowledges that,, the t event of loss of supply disrupts
not the local
B cabless
battery back-up power
f system, the battery or back-up power supply included with the TWC-provided voice -enabled cable modem MI not power that service local TWC cable
Phone Service will not be evadable.
provide back-up service and the Business Class
• Customer agrees that TWC will not be responsible for any losses or damages arising as a result of the unavalability of the Business Class Phone Service, including
I the Inability to reach 911 or other emergency services, or the inability to contact a security system or remote medical or other rnonitorin
acknowledges that TWC does not guarantee that the Business Cass Phone Service will operate with alarm, security, medical and/or other monitoring systems and
i services, and that Customer must cohost (at Customer's sole9 service provider. Customer
order to test Customer's systems operation with the Business Gass Phone Service.
applicable alarm, security, medical or other monitoring system and service provider in
• The location and address associated with the Business Class Phone Service will be the address identified on the Order. Customer is not permitted to move TING
f Equipment from the location and address in which 11 has been installed. Furthermore. if Customer moves its voice -enabled cable modem to an address different than
that identified on the Order, calls from such modem to 911 wil appear to 911 emergency service operators to be coming from the address identified on the Order and
not the new address.
• Customer acknowledges that the existing telephone wiring inside Customer's and/or its End User's faclity (as applicable) maynot
Phone Service and digital subscriber line (DSL) service or other services provided
other in addition to Business Class Phone support both the Business Class
othserer pprovidersidesin by other seMce providers s and Service, ensure that anyDSL or other rg,nservice is Therefore, Customer spec intends to use with service from
Customer mustexisting S service separate wiring, s, not provided by disco specifically for with suchotherf
Business Class Phone Service prior to installation of Business Class Phone Service on Customer's existing wiring.
properly disconnected from all wiring to be used for
• Customer agrees to provide TWC and its authorized agents with access to Customer's Internal telephone wiring at the network interface device or at some other
minimum point of entry in order to facilitate the installation and operation of Business Class Phone over existing wiring Customer hereby authorizes TWC to make any
requests from Customer's landlord, budding owner and/or building manager, as appropriate and to make any requests necessary to other orria communications
service providers as necessary and appropriate to ensue that TWC has all access to inside wiring and cabling necessary and sufficient to efficiently and securely
instal Business Class Phone Service and all related equipment
P
• In the event that a material error or omission in Customer's directory isting information, regardless of form, is caused by TWC, Customers sole and exclusive remedy
shall be a partial service credit in an amount set by TWC's then -current standard policies or as prescnbed by applicable regulatory requirements, if any.
Notwithstanding the foregoing, TWC shall have no other lability for any error or omission in any directory listing information.
• Information relating to Customer calling details Mailing Details"), Including the quantity, configuration,
Service usage by Customer, and information contained in Customer's bits (collectively,'Customer Proprietary
Nand amount of BusinessthatI Classo Phone
TWC pursuant to its provision of Business Class Phone Services will be protected by TWC as described herein and in accordance with applicable federal and sate
p eery Network Information' or "CPNI"). Is obtained by
requirements. Notwithstanding the foregoing, the following shall not be CPNI: (i) Customers directory listing information, regardless of whether such directory
information is or is not published or intended to be published; and (l) aggregated and/or compiled information that does not contain customer -specific references, even
if CPNI was used as a basis for such information.
• TWC may use CPNI and share CPNI with its partners and contractors: (i) to provide services and bills to Customer, (ti) to respond to gov•
emmenal requests and
subpoenas; (iii) pursuant to applicable law, including the Communications Assistance for Law Enforcement Act ("GALEA') (Iv) to protect the interests of TWC.
Customer and related parties in preventing fraud, theft of services, abuse, harassment and misuse of tel
TWC's network systems; and (vi) to market additional TWC services to Customer that are of the same categoryasthe services that Custoiner�tyand
WC.
Customer agrees that, except as provided in Section 14.0 of theintegrity of
disclosure of CPNI. TWC may use without further consent Customer's CPNI to maarket too customble law, er additional -MC seC will not be dablervices thattaare of the same purchasescatefrom s c
services that Customer purchases from time to time from TWC. damages arising as a result of
services that are not within the categories of services that Customer p will obtain Customers consent before using Customer's CPNI to market to CustomeraTWC
purchases from TWC.
• Customer may obtain from TWC Caling Details showing Customer's outbound calls made within a trailing
logging in through Customer's secure account information page on TWC's web
Customer has not been assigned a designated account representative. TWC will respond to Customer r 90 -day Customertd. Customer may access this coInfmpliance
by
h
TWC's then -current authentication requirements and applicable law. Such auln�alon byl or requesting such information in writing or by telephone sag to TWC. If
requests for to obtain
inDale only In password, which
with
bit required for both online and tel requirements may g Details
s Customer to obtain a secure which may ,s
requested information to the Customers
established tad a couniddress or TWC
C wall provide the requested or information
Calling ails bybite to senCa or Customer's
containing the 6
TWC retail location upon presentment of a valid govemment-issued photo DD andnpprog oof of authorie ization Customer.) TWC will CustomerotiifCustomer of rty requests to
change account passwords, activate online account access and change Customer's established account address. TWC a employee yat a
mal or by regular mail to Customer's prior account address.
y provide such notice by voicemail, by e-
• If TWC has assigned a designated account r
from the designated account representative, with torthher identity authenticatioustomer, Customer nidentify
at Customer''s option, and may designate the means by which TWC will
provide such information to Customer (e.g., electronically, Felsons who are authorized to request Caring Details
provide
Calling Detail in acustomer with the Con eal fax, by mal, orally or otherwise) CCaling Detail Preauthorization Plan'). Thereafter, TWC will provider
changes to the list of authorized Individuals 11 the accuracy of Customer -defined addiReauthorization Plan. tional authentomer is ation nfomnatlon and practices; (di) and maintaining the security
and confidentiality of the Calling Detail Preauthorization Plan. TWC will not be liable toresponsible dor () ensuring that TWC receives timely notice of any ((
TWC has complied with inc Calling Deal Preauthorization plan. Customer for any disclosure of Calling Decal, including CPNI, that occurs if
Business Class Phone Service
Page 5 of 6
Services Description:
Attachment D
Data Services: High Speed Data/ Metro Ethernet Solutions/Dedicated Internet Access
High Speed Data ("HSD Service"): If Customer selects to receive the HSD Service; TWC shall provide connectivity from the number of Customer sites set forth in an
acc numbOrder
the Customers data network. Subject to Customers payment of the Service Charges assessed hereunder, Customer shall be pemnitted to connect
computers within Customers identified sites 10 the Service, providd that use does not exceed the standard bandwidth
C.
Metro Ethernet Solutions/Dedlcatd Internet Access ("MES/DIA"): If Customer selects to receive the metro ethernet solutins/dedicated accessMce ("Metro
Ethernet Solutions Service'), TWC shall provide Customer with a dedicated circuit connection between Customers data network identified on an Order and the TWC
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Time Warner Cable Business Class I Terms and Conditions
Page 6 of (
€ facility identified on an Order.
Customer's use of the Metro Ethernet Solutions Service is subject to the following additional terms and conditions:
TWC's provision of the Metro Ethernet Solutions Service is subject to availability.
The Metro Ethernet Solutions Service shall be limited to the capacity set forth on an Order, and Customer must purchase any additional capacity separately.
i Customer agrees to use the Metro Ethernet Solutions Service solely for transmitting data in IP form.
Customer shall not upload, post, transmit or otherwise make available on or via the Metro Ethernet Solutions 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, threatening, abusive, obs
publicity rights, that in the ckctrrrstances would be obscene or indecent, that constitutes hate speech, that is oth
judgment
that would these standards. a criminal offense, give rise b cHil liability or othervaise violate a law obstructive, harassing, libelous, invasive of privacy or
j judgment violates standards. nY TWC may re rove or de and a reomoval of, content that in its
TWC shall have the right, but not the obligation, to monitor traffic and content on its network in Its sole discretion, inctuding through the use of automatic content filters
(including without limitation spam, virus, and adult language sniffers and filters).
In the event that any TWC audit reveals that Customer's usage of the Metro Ethernet Solutions Service exceeds Customers
TWC an amount equal to one and a half times the Service Charges _
i In at an a, cunt equal
shoo neher a half time any exeesc Ch or therea�ld havehabeen due fornue to paesuch excessive
rights hereunder, Customer shall pay
iVaC shall have the right, but rat the colligation, to (t) review content M ptdr6c r areas of the Metro E emcet S Service Che g s. of sucghated damages and not as a penalty.
forums, in order to determine compliance with this vlc es such chat conal usage. In addition
Agreement and any rules now or hereafter established by TWC; and e, mo remove
(or dem rooms, r removal
boards and
such content that TWC determines to be unacceptable or to violate the terms of this Agreement, any bandwidth utilization limitations or other Terms of Use.
(fl) remove (or demand the removal of) any
Products & Services not available In all areas. _ •
http://www.twcbc.com/coiporate/service_agreement.html
•
02008 Time Warner Cable. AN rights reserved.
7/22/2008
SUPPLEMENTAL AGREEMENT NO. 1
TO "TIME WARNER CABLE BUSINESS CLASS
SERVICE AGREEMENT TERMS AND C-ON.DTLIONS"
By signature hereon, both parties expressly accept and a tee that this
.Agreement No. 1" shall amend and supplement "Time Warner Cable
Agreement Terms and Conditions," and any other document "Supplemental
hBusin de Class Sf the
:Agreement by reference or incorporation. Additionally, both parties expressly
s which are made a part.. of the
that ail such contract documents are complementary and what is required by
binding as Ifrequired by all. accept and agree
one shall be as
For good and sufficient consideration, which the parties hereby
contractually agree as follows: affirm, the parties
(1.1 The following paragraphs shall be added as '`Special Provisions" for mini "
A. NON -APPROPRIATION AND FISCAL FUNDING ci].tahttcs:
This Agreement is a commitment of City's ctan"ent revenues only" It is understood
agreed that City shall have the right to terminate this :�
ifthe, e�» elzat»g body of City does not appropriate funds sufficient tdcrstoocl vnd
��t,cilteru at the end of anv:City:h.sc,�l �,-,.
determined by City's budget for the fiscal year in question. City may effect year
t to purchase- the services as
giving Time Warner Cable a written notice of termination al the end of its the
such termination by
year.
then -current fiscal
B. PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T C.A.
made by City to Time Warner Cable will be made withinxas thirty (30) ment `' any payment to ty
receives �.;p �
Dods under this Agreement, the date the performance of the services under this
A�;reeimc..nt arc completed, or the, date City r days of iltc, date. Cite
p'
ccitreemcr is later. Time , o her Cable ity receives a correct invoice for the
effect" on September 1 of the fiscalem yearharge t whichnest on an overduegoodsmnat
the "rate
ineffecaccordance with lr'.1'.C_A. payment <n rtt. 'rate
the payment becomes .overdue,
Texas Government Code, Section 2251.025(h).crPro rn
P<iy�nen Policy
y does not apply to payments made by .City in the event: This Prompt
(1) There is a bona fide dispute between City and Time Warner a
subcontractor, or supplier about the goods delivered or the service performed
payment to be late; or Cable, a contractor,
p fotnted .that cause the.
(2) There is a bona fide dispute between Time Wanner Cable
between a subcontractor and its supplier about the goods _delivered or the service performed
causes the payment to be late; -or and subconttmcor or
: that
(a) The terms of a federal contract, grant regulation, or statute
making a timely payment with federal funds; or prevent City from
(4) The invoice is not; mailed to Citi, in strict accordance with an.ytnstnictions on the
purchase order relating to the payment.
0U 145160 jk2
C. INDEPENDENT CONTRACTOR STATUS
Time Warner Cable is an independent contractor-, and is not City's e
Warner Cable's employees or subcontractors are not. City's employees. This Agreement does not
create a partnership, employer-employee, or -Dint >>Y employee. Time venture relalionslaip. No party has authority to
enter into contracts as agent for the other party.
Time Warmer following rights consistent with an independent contractor relationship:
Cable az]d City a�Tec, o the
(1 ) Tune Warner Cable has the right to perform
hereofservices for others durin��
the term
(2) Time Warner Cable .has the sole right to control and direct the means
manner andmethod by which services required by this Agreement will be perto:nned.
{) Time Warner Cable has the right to hire assistants as subcontractors, or to use
employees to provide the services required by this .Agreement.
C
(4) Time Wanner Cable or its employees or subcontractors sl
required hereunder, and City shall not hire, supervise, or a
nail perform services
C'ahlcpay assistants to help Tinge. Warner
(5) Neither Time Warner Cable nor its employees or subcontractors ..
training from City in skills necessar!, t0 perform
necessary
t shall receive
p services required by this Agreement.
((>) City shall not require Time Warner Cable or its employees or rcsubcontractors 11devote bill time to performing the services required by this Agreement.
(7) :Neither Time Warner Cable nor its employees or subcontractors areeligible
1)n`ticipate irr an_y cnnployee pension, health. vacation a_y,�
of City- p` sick pay, to
or other fringe benefit plan
D. LOCAL, STATE AND FEDERAL j TAXES
Time Warner Cable shall pay all income taxes, and FICA (Social Security and Medicare•
taxes) incurred while performing services under this Agrecn1eait. City will not do
(1) Withhold FICA from Time Warner Cable's paymentsthe following:
its behalf;
or make FICA
payments on
(2) Make slate and/or federal unemployment compensation
Warner Cable's behalf
contribi►lions on Time
(3) Withhold state or federal income fax from any of Time Warner
If requested, City shall provide Time Warner Cable with a certificate
payments.
State Comptroller indicatingthat Cityis a non-profit co
Texas Sales and Use Tax. p to from the Texas
corporation and not subject to State ol-
E. GRATUITIES AND BRIBES
City may, by written notice to Time Warner Cable, Cance
liability if it is determined by City that gratuities and/or bribes in
or otherwise were offered or given]this Agreement entertainment, giout
by Tune Warner Cable or its ager t ororm ae nttis aany
City officer, employee or elected- representative with respect
City
Agreement. In p ogee Time Wartier Cable may be representatives 10 any
Texas Penal Cody. #o the performance in il of this
Y subject to penalties stated in Title 8 of the
F. RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith
party's intent to perform hereunder, then and in that event :deanto
has reason be question the other
other
party for written assurance of intent to perform. In the event that no
within the reasonable time specified when such demand and. may made to the �tlaer
dolt.written assurance
finding party may treat such failure as an anticipatory
is given
made, then and in. that event the
P repudiation of this Agreement.
G. TAXES
City is exempt from Federal Excise and .State Sales Ta;, therefore, tax shall not be
in Time Warner Cable's charges.
�
I I. EXCLUSIVE' AGREEMENT
This document, and all appended documents, constitutes the entire
Rrokcr and City. This Agreement may only be amended or si,
cB ok parties lie . in edby mut Agreement between
writing, duly authorized by - supplemented or City agreement
action oldie City Manager City Council.
I:T
WITNESS WHEREOF, the parties have executed this Supplemental
as indicated below.Pp incntrt) Agreement �rc>.:l
CITY OF ROUNDROCK,
TEXAS
ATTEST:
Sara L. White City > t3 Secre#ary
Printed
Title:
Dare:
TIME WARNER CABLE
B
Printed Name: r: rr ,s_
Title: ),
Date: 9- ;
4
DATE: September 8, 2008
SUBJECT: City Manager Approval — September 12, 2008
ITEM: Service Agreement with Time Warner for "Business Class" high-speed internet to
Police Department facility
Department:
Staff Person:
Justification:
Police Department
Rick White
This three-year agreement will bring cable and high-speed internet services to the Police
Department at its new location. Because there currently is no cable service to this portion of the
City, there is an initial cost of $8,850 related to the construction associated with running cable
lines out to the new location and the establishment of new service. Over the course of the three-
year term of the agreement, the Department will incur an $852.05 monthly charge for cable and
internet service.
Funding:
Cost: $8,850 initial cost, with an $852.02 recurring monthly charge
Source of funds: General Fund
Outside Resources: None
Background Information:
The Police Department has for years used cable television and high-speed internet services from
Time Warner Cable (TWC). TWC cable services provide the Department with critical
information about weather conditions (particularly the status of Doppler radio in the area). The
ability to clearly monitor News 8 (not available outside of TWC service) and other local stations
during critical events provides the Department critical intelligence that feeds into operational
response.
In addition, the Department operates an automated fingerprint system which links to a similar
system maintained by Austin Police Department to provide data -sharing via a TWC-established,
stand-alone internet connection. Such a connection is required by APD to allow us to match
fingerprints from Round Rock crimes scenes against fingerprints in its much larger database.
Finally, our White Collar Crimes Unit requires an internet connection completely outside the City
firewall to conduct some of its investigations — particularly related to child pornography. We have
used a second TWC-established, stand-alone internet connection for that purpose, as well.
Public Comment: N/A
UPDATED APRIL 2008