Resolution No. 8818
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RESOLUTION NO. 8818
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING AND AUTHORIZING THE EXECUTION OF A DEDICATED
INTERNET ACCESS SERVICE AGREEMENT, BANDWIDTH. COM
INTERNET ACCESS SERVICE LEVEL AGREEMENT AND INTERNET
SERVICES ORDER FORM BY AND BETWEEN THE CITY OF VERNON
AND BANDWIDTH.COM, INC., POWERED BY QWEST, FOR FIBER
OPTIC INTERNET ACCESS
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WHEREAS, the City of Vernon ("Vernon~) has installed a
fiber-optic cable network around the perimeter of the City and is
providing excess unactivated or dark fibers to businesses in the City
to enable such businesses to have access to voice, data and/or video
services; and
WHEREAS, Vernon desires to lease internet bandwidth from
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internet content providers in order to prov.ide dedicated internet
access services to Vernon businesses using Vernon's fiber optic
network infrastructure; and
WHEREAS, on April 13, 2005, the City ~ouncil of the City of
Vernon adopted Resolution No. 8710 approving Agreement No. FO-344-
01/2005 Optical Fiber Use Lease Agreement (the "LADWP Agreement") with
the Department of Water and Power of the City of Los Angeles ("LADWP")
to connect the Vernon fiber network to internet content providers in
downtown Los Angeles through the fiber network of LADWP; and
WHEREAS, subsequent to Vernon's approval and execution of
the LADWP Agreement, LADWP notified Vernon that further internal
review was necessary and that said review may take some time; and
WHEREAS, Vernon has determined that having internet content
providers deliver their services directly to Vernon City Hall instead
of central offices in Los Angeles using copper T3 service is a viable
1 alternative until such time as the LADWP Agreement is fully executed
2 whereupon the alternate internet access providers will ~swing" their
3 links over to the LADWP fiber system; and
4 WHEREAS, by memo dated July 13, 2005, Ali Nour, the Fiber
5 Optics and Gas Systems Manager, has recommended that Vernon procure the
6 upstream service provider services of Bandwidth.com, Inc. powered by
7 QWEST (~QWEST"); and
8 WHEREAS, the City and QWEST have negotiated a Dedicated
9 Internet Access Service Agreement and Internet Services Order Form for
10 the internet access service; and
11 WHEREAS, the City Council of the City of Vernon has
12 determined that, pursuant to the provisions of subsection (a) of
13 Section 2.27 of the Vernon City Code, it is in the public interest and
14 necessity to enter into a agreement with QWEST.
15 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
16 CITY OF VERNON AS FOLLOWS:
17 SECTION 1: The City Council of the City of Vernon hereby
18 finds and determines that the recitals contained hereinabove are true
19 and correct.
20 SECTION 2: The City Council of the City of Vernon hereby
21 approves the Dedicated Internet Access Service Agreement,
22 Bandwidth.com Internet Access Service Level Agreement and Internet
23 Services Order Form (collectively, the ~Agreement") with QWEST, in
24 substantially the same form as the copy which is attached hereto as
25 Exhibit A and incorporated by reference.
26 SECTION 3: The City Council of the City of Vernon hereby
27 authorizes the Mayor to execute said Agreement for, and on behalf of,
28 the City of Vernon and the City Clerk is hereby authorized to attest
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1 thereto.
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SECTION 4:
The City Council of the City of Vernon hereby
3 directs the Acting City Clerk, or his designee, to send one executed
4 Agreement to:
Bandwidth. com, Inc.
Attn. Sharllene Garrett, Contract Specialist 1
4001 Weston Parkway, Suite 100
Cary, NC 27513
SECTION 5:
The Acting City Clerk, or his authorized
designee, is hereby authorized to make whatever nonsubstantive
changes, upon advice of counsel, to the Agreement and all related
documents that become necessary to implement and carry out the
purposes of this resolution.
SECTION 6:
The Acting City Clerk, or his authorized
designee, is hereby authorized to execute all forms necessary to
secure, implement and carry out the purposes specified in the
Agreement.
SECTION 7:
The Acting City Clerk of the City of Vernon
shall certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 3rd day of August, 2005.
ATTEST:
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THOMAS A. BARRA, Mayor Pro-Tern
BR V. MALKENHORST, ~
Acting City Clerk
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1 STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES
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I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 8818, was duly adopted by the City Council of the City
of Vernon at a regular meeting o~ the City Council duly held on
Wednesday, August 3, 2005, and thereafter was duly signed by the Mayor
9 Pro-Tern of the City of Vernon.
(SEAL)
(;r;wJt~
BRUCE V. MALKENHORST, Jr.,
Acting City Clerk
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EXHIBIT
A
powered by
QWEST
Dedicated Internet Access Service Agreement
This Bandwidth.com Dedicated Intemet Access Service Agreement (the "Agreement") is between Bandwidth.com, Inc.
("Bandwidth.com") and the Customer as identified below. Service and facilities provided are based on the Terms and Conditions
contained herein. Customer accepts said Terms and Conditions and agrees to be bound by them.
1. Service Provided. Provided that Customer is not in default of its obligations stated herein, Bandwidth.com shall provide
Customer with the Service ordered in the Bandwidth.com Service Order Form for the Service Term. Customer is solely
responsible to obtain. uSe and operate any equipment not provided by Bandwidth.com that may be used in association with the
Service. If Customer has leased Customer Premises Equipment ("CPE'') from Bandwidth.com, (i) Bandwidth.com shall provide
Customer with access to Bandwidth.com CPE for the length of the Service Term, (ii) if Customer installation is required, then the
Customer must install Bandwidth.com CPE in accordance with instructions provided by Bandwidth.com (or its third party
vendor), (iii) Bandwidth.com CPE must be used solely for the purpose of Service utilization. Customer acknowledges and agrees
that Bandwidth.com retains title to its CPE at all times. Customer is solely responsible to obtain, use and operate any equipment
not provided by Bandwidth.com that may be required in association with the Service.
2. Service Availability. Service is available throughout the Service Term, except in the case of scheduled maintenance of the
Bandwidth.com network and/or its underlying carrier's network, Bandwidth.com will use commercially reasonable efforts to
provide prior notification via electronic mail ("email'') to Customer regarding any scheduled maintenance of Service.
Bandwidth.com may interrupt its provision of Service for unscheduled emergency maintenance without notice to Customer or
Customer's customers.
3. Service ActivatiQD. The Service Activation Date shall be two (2) business days after Service is deemed ready for activation
by Bandwidth.com. Bandwidth.com recognizes that Service is ready for activation after receiving confirmation from the
underlying carrier that the Service is ready to be activated and after Bandwidth.com has notified Customer that the Service is
ready for activation. The Service Activation Date will be used for the purpose of determining the start of the Customer's Service
Term and Billing and Payment Schedule, said Schedule being dermed in Section 7. Bandwidth.com has sole discretion in
determining the Service Activation Date as dermed above regardless of whether Customer has completed all necessary steps to
activate Service.
4. Service Term. The initial Service Term for the Bandwidth.com Service provided to Customer shall be at least one (1) year
and up to three (3) years from the Service Activation Date depending on the Service Term selected on said Service Order Form.
After such initial term, Service shall continue to be provided on a month-to-month basis, unless terminated in writing by
Bandwidth.com or by Customer via email pursuant to Section 12 of this Agreement. The initial Service Term plus the
continuation of Service as provided in this Section 4 are referred to collectively as the "Service Term." (The Agreement Term is
coterminous with the Service Term.)
s. CPE Maintenance, Support, and Repair. If Customer has leased CPE from Bandwidth.com, then Customer shall allow
Bandwidth.com reasonable access to the CPE as required to provide Service ordered by Customer. Equipment provided for
circuit may be new or recertified. All CPE and CPE provider service purchased from Bandwidth.com is subject to the terms and
conditions set forth in the Manufacturer's or Publisher's warranty, end-user license, or agreement applicable to such CPE or CPE
provider service, with no warranty of any kind from Bandwidth.com. Customer shall reimburse Bandwidth.com, on a time and
materials basis as documented in an invoice, for the entire cost to repair and/or replace CPE in the event of (a) misuse, (b) failure
to exercise reasonable care, (c) altering original Bandwidth.com configuration, (d) damage, (e) theft, or (t) disaster. If
Bandwidth.com CPE requires maintenance not caused by one of the events set out in the sentence above, Bandwidth.com or its
agents shall either arrange to repair the CPE at Customer's premises or ship an equivalent pre-configured replaCement to
Customer. If replacement CPE is shipped to Customer, Customer shall return the faulty CPE to Bandwidth.com within ten (10)
days of receiving the replacement CPE or pay for such CPE. Customer will not receive compensation for downtime associated
with CPE replacement or repair.
October 2004
6. Charges for Service. The monthly recurring charge(s) ("MRC") and any non-recurring charge(s) ("NRC") for Service are
stated in said Service Order Form. Service charges are exclusive of applicable taxes and surcharges, including the Federal
Universal Service Fund surcharge that Bandwidth.com passes on to its Customers. At its sole discretion, Bandwidth.com may
require a security deposit to continue provisioning of Service. Bandwidth.com shall not increase pricing during the initial Term of
a Customer Order, but thereafter Bandwidth.com may increase pricing upon at least thirty (30) days written notice. All rates and
charges are subject to change immediately in the event there are mandated surcharges imposed by federal, state or governmental
agency. Notwithstanding the foregoing, in the event any Regulatory Activity, Bandwidth.com reserves the right, at any time with
as much advance written notice as reasonably possible and without liability, to: (i) pass through to Customer all, or a portion of,
any changes or surcharges directly or indirectly related to such Regulatory Activity; (ii) modify the Service, rates (including any
rate guarantees), promotions, terms and/or conditions of this Agreement in order to conform to such action; or (Hi) if such
Regulatory Activity materially and adversely impairs the provision of Service under the Agreement, as reasonably determined by
Bandwidth.com, terminate the Agreement.
7. BilUng and Payment. Bandwidth.com shall bill Customer for Service rendered at the rates stated in said Service Order Form.
Invoices shall include all applicable taxes, service charges, fees and surcharges. Service is billed via ACH debit. Bandwidth.com
shall commence billing on the Service Activation Date, as defined in Section 3. First and second month payments are billed upon
Service Activation. Payments are due within thirty (30) daylP of the invoice date. Where applicable, service charges for the first
partial month of service will be pro-rated and billed. Authorized monthly credit card payments are charged to Customer's credit
card on the first of the month. After thirty (30) days of non-payment, all fees will aCCl11e interest at a rate of one and on~half
percent (1.5%) per month or any part thereof, or the highest rate allowed by applicable law, and customer shall pay all collection
costs incurred by Bandwidth.com (including, without limitation, reasonable attorney's fees). After sixty (60) days of non-
payment, Bandwidth.com will give Customer written notification, by email, that Customer has committed a material breach of
the Agreement due to non-payment. Said notification will be provided five (5) business days prior to Service suspension or
termination. Customer must pay all outstanding charges, within said notice period, to avoid suspension or termination of Service.
If Service is terminated due to non~payment, then the Termination fees described in Section 11 shall apply.
8. Resumption of Service. If Customer requests that Service be restored after a suspension or termination, Bandwidth.com has
the sole and absolute discretion to restore such Service and may condition restoration upon satisfaction of such conditions as
Bandwidth.com determines necessary for its protection, including requiring Customer to execute a new agreement, pay all past
due invoices in full, pass Bandwidth.com's credit approval, and/or make advance payments. New nonrecurring charges also may
apply to restored Service.
9. Additional NRC (if appUcable). In addition to the standard NRC listed above, the following NRC, if applicable, will apply: .
Changes oflP Addresses: $100.00
Service Reinstatement Fee: $200.00 plus any charges imposed by underlying carrier(s)
Missed Appointment Fee: $200.00
Rejected Credit CardlUnpaid Check: $40.00 (or legal limit)
Cancellation of Circuit prior to installation: $250.00
Relocation Fee: $1200.00
Upgrade Charge: Dependent on specific upgrade
Downgrade Charge: Dependent on specific downgrade
Inside Wiring
Any inside wiring provided by Bandwidth.com's underlying carrier(s) may incur additional fees to the charges listed in the
Service Order Form. Any request for inside wiring or wiring extension for this service will be provided on a best-effort basis
only. In many cases, the customer's local phone company will not extend wiring beyond the Minimum Point of Entry ("MPOE")
in the customer's building. In all such cases it will be the customer's responsibility to provide any needed internal wiring or
extensions (and required conduit, facilities, power, etc) to the circuit required to provision service unless the customer has
EXPLICITY otherwise ordered this service from Bandwidth.com.
Special Construction Charge
When a Customer's location has insufficient facilities needed to support the Service, it will be necessary for the underlying
carrier(s) to add facilities which may require an additional "special construction charge." In the event this occurs, Bandwidth.com
will notify the Customer, via email, of the cost of these additional special construction charges, if any, as well as the estimated
time to complete the work. The Customer must, via email, agree to pay these additional special construction costs within three
(3) business days. If Customer fails to do so, Bandwidth.com will cancel the order for lack of facilities and the Agreement will
terminate without liability.
October 2004
10. IP Addresses. Customer acknowledges that Bandwidth.com retains title at all times to the IP addresses assigned to Customer
in connection with the ordered Service. Upon IP address reassignment or expiration, cancellation, or termination of the
Agreement, Customer shall relinquish any IP addresses or address blocks ~igned to Customer by Bandwidth.com or its
underlying carrier(s) and shall perform all acts reasonably requested by Bandwidth.com to return to Bandwidth.com full use of
such IP addresses and address blocks.
11. Material Breach. Bandwidth.com or Customer may terminate this Agreement and the Service provided hereunder in the
event ofa material breach that is not cured within 30 days following the delivCl)' of written notice specifYing said breach, except
in the case of serious material breaches, so judged by Bandwidth.com. Such notice from Customer must be in the form of an
email sent to customercare@Bandwidth.com, with "Notice of Material Breach" in the subject line of the email and Customer's
contact information in the body of the email. Such notice from Bandwidth.com shall be in the form of an email sent to the email
address of the Customer Representative who signed this Agreement. In the event of an uncured material breach by
Bandwidth.com, the Agreement and Service shall be terminated without liability to the Customer. In the event of an uncured
material breach by Customer, the following termination fees shall apply, (a) the total MRC for the remainder of the Service
Term, (b) one hundred percent (1OooAl) of the past due balance at the time of termination, and (c) any non-recurring charges
originally waived by Bandwidth.com.
12. Termination. Upon termination of Service or this Agreement not due to a material breach, Bandwidth.com will disconnect,
or will cause to be disconnected, the Service, if notified by the Customer forty (40) days prior to termination of the agreement. In
addition, if Customer had leased CPE, Customer shall return (at Customer's own expense) any Bandwidth.com CPE to
Bandwidth.com. If this CPE is not returned in good working condition to Bandwidth.com within ten (10) days of termination,
Customer shall be invoiced for and pay for this CPE.
13. Acceptable Use PoUcy. All use of Service must comply with Bandwidth.com's Acceptable Use Policy ("AUP"), which is
posted at www.bandwidth.com. and is incorporated herein by reference. By accepting Bandwidth.com Service, Customer agrees
to comply with this AUP and any subsequent modifications thereto. Bandwidth.com reserves the right to modifY this AUP from
time to time, effective upon posting the AUP as modified at the URL shown above. Violation of the AUP. shall be considered a
material breach of this Agreement pursuant to Section II.
14. Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 15, IN NO EVENT WILL BANDWIDTH.COM OR
CUSTOMER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNmVE OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN RELATION TO THE SERVICE(S),
CPE, AND/OR ANY PRODUCTS OR SERVICE PROVIDED BY TIlIRD PARTIES UNDER THIS AGREEMENT.
BANDWIDTII.COM'S MAXIMUM LIABILITY UNDER TIllS AGREEMENT IS LIMITED TO SERVICE CREDITS NOT
TO EXCEED THE FEES PAID TO BANDWIDTH.COM BY CUSTOMER FOR TIlE SERVICE PROVIDED.
15. Indemnity. Customer sh old harmless Bandwidth.com from and against any loss, cost, c;rim. liability, SEE ATTACHED
damage, or expense (including reasonable third the use of the PAGE
Service provided to Customer, wheth _ ch use, ) any damage
to y andwidth.com or its agents, and (c) any material breacliOf IS
16. No Warranties and Customer Assumption of Risk. BANDWIDTII.COM MAKES SERVICE COMMI1MENTS UNDER
THE APPLICABLE SERVICE LEVEL AGREEMENT ("SLA"), SAID SLA IS INCORPORATED HEREIN BY
REFERENCE. HOWEVER, BANDWIDTII.COM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR THE
BANDWIDTH.COM SERVICE(S) (INCLUDING BANDWIDTII.COM CPE) PROVIDED UNDER THIS AGREEMENT
AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILIlY OR FI1NESS FOR A PARTICULAR
PURPOSE. BANDWIDTH.COM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-
FREE, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE SERVICE WILL
PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. BANDWIDTII.COM EXERCISES NO CONTROL OVER,
AND HEREBY DISCLAIMS ANY RESPONSffiILITY FOR, THE ACCURACY AND QUALITY OF ANY DATA OR
CONTENT TRANSMlITED WITH THE USE OF THE SERVICE. CUSTOMER RECOGNIZES THAT BANDWIDTII.COM
DOES NOT OWN THE LOCAL ACCESS CIRCUIT AND IS NOT RESPONSffiLE FOR ANY PERFORMANCE OR NON-
PERFORMANCE THEREOF. CUSTOMER HEREBY EXPRESSLY ASSUMES TIlE RISK OF ITS OR ITS CUSTOMERS'
USE OF ANY INFORMATION TRANSMITI'ED VIA THE SERVICE.
17. MisceUaneous. Customer acknowledges and understands that Customer is to receive the Service detailed in this Agreement
and the Customer is not relying on any affirmation of fact, promise or description from any person or entity, nor any other oral or
written representation other than what is contained in this Agreement. This Agreement may only be modified, or any rights under
it waived, by a written document executed by both parties. The parties agree that any and all disputes arising out of or in relation
to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by
arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration &
October 2004
15. Indemnity. Customer shall indemnify and hold harmless Bandwidth.com
from and against any loss, cost, claim liability, damage, or expense (including
reasonable attorneys' fees) to or by any third party, relating to or arising from (a)
the use of the Service provided to Customer, whether or not Customer has
knowledge of or has authorized access for such use, (b) any damage to or
destruction of CPE not caused by Bandwidth.com or its agents, and (c) any
material breach of this Agreement by Customer.
To the fullest extent permitted by law, Bandwidth.com shall defend, indemnify
and hold harmless City and its elected officials, officers, agents and employees
from all claims, suits, actions, demands, damages, liabilities, expenses,
judgments, settlements, and penalties, losses, fines, and all costs and expenses
incurred in connection therewith, including reasonable attorney's fees and all
costs of defense, arising out of or attributable to the negligent or wrongful acts of
Bandwidth.com or its employees or agents under this Agreement, except to the
extent arising from or caused by the sole negligence or willful misconduct of the
City, its officers, agents or employees. The terms of this indemnity shall survive
the termination of this Agreement. The obligations in this Paragraph are in
addition to Bandwidth.com's duty to provide insurance and shall not be limited by
any limitation on the amount or type of insurance coverage carried by
Bandwidth.com.
-08/03/2005 18:37 FAX 9192971101
08/03/0S WED 10:39 FAX 323 826 1425
Bandwidth.com_
CITY OF' VERNON Utilities
IgJ 002/003
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t:OCIoSCnt. 11l.is ~GD1'.dIa11 be tJJadiJJ&' Ollllwl p:arta beMO IDd dleirrespecliorc: persou1 aud 1cpI1'q/ftlSA1~'~rs,
aDd petmilted assIIIJ.S. If IS\)' JlIQvbioa oflhil Aer'=Denl is held to be invAlid Or W1~" tho Y&lidi~ ... cn1bl't:Glbiliey of
the l'III1aiaine provisiOl'l$ offbi. ~ 11W1I1OC he aft"eaICrI thllftlby. Acr-II'IC bwdiap are pnwided for Nference
pur,po:;es only.
11- ^eeepIll8. By lipiDe below, I acbowledge that I hlYe IIUtIwicy III eater inCO this ~ent GO bcIaaICoflbe euStDmtir
_that I bave read and fidlv undastand all of'the IIInnc uti ~irin".. _ M"" i.. .I.:;.. "'__'. .w....... c...___."..-,_
the cerms 1Jl4 condiwns of dlis AgI'aIlnClllt. .
CompIo,yNamc("Customa:'"): C1.ty of V~rnon
.By: CUatomer Rc;nsaDmlive (prim' NIIIN): Leonia C. Malburg, Mayot
CWlromer R.epnseQta.Ii~ (Silnaturl;)~
Da~ AUEUS~ 3, 2005
By:
Date;
ATTJ;;ST;
By:
Bruce V. Malkenhorsc, Jr., Acting City
Clerk
APPROVED AS ro FOlUi:
~. ,. ...... ... ...... ". ,."., "".. ... ......,
~'Ml'W.
powered by
QWEST
Bandwidth.com Internet Access
Service Level Agreement
I. Overview
This Service level Agreement ('SLA') describes Bandwidth.com's target network performance and service level
metrics for its Internet Access Service with local access and the internet port provided by Owest. Bandwidth.com's
commitments for Service Availability, Mean Time to Respond ('MTR'), latency, Packet Delivery, and Jitter
commitments are stated below.
II. Definitions
Service Outage ~ An unscheduled period during which the Services are interrupted and not usable. To qualify for
Service Outage credits, Customer must open a Trouble Ticket.
Service Outage Time ~ The period beginning when the Customer reports a Service Outage to Bandwidth.com
(Trouble Ticket initiation) and ending when Bandwidth.com closes the Trouble Ticket. If the Customer does not
initiate a Trouble Ticket with Bandwidth.com, or does not release the affected circuit to Bandwidth.com for testing,
Bandwidth.com will not be obligated to issue credits for the Service Outage.
Service Affecting Issue - An unscheduled period during which the Services perform irregularly or otherwise not up
to normal specifications. To qualify for Service Affecting credits, Customer must open a Trouble Ticket.
Service Affecting Time ~ The period beginning when the Customer reports a Service Affecting Issue to
Bandwidth.com (Trouble Ticket initiation) and ending when Bandwidth.com closes the Trouble Ticket. If the
Customer does not initiate a Trouble Ticket with Bandwidth.com, or does not release the affected circuit to
Bandwidth.com for testing, Bandwidth.com will not be obligated to issue credits for the Service Affecting Issue.
Trouble Ticket ~ The tool to be used by Customer to report a perceived Service Outage' or Service Affecting Issue to
Bandwidth.com.
Bandwidth.coni Circuit 10 - The identifying number assigned to a circuit by Bandwidth.com.
Bandwidth.com Business Hours - 9:00 AM to 6:00 PM EST Monday - Friday
Network Operations Center Hours - 365 days per year, 7 days per week. 24 hours per day
Point of Demarcation ('Demarc') - Point where circuit terminates at customer premises. This point will be tagged
with Circuit lo(s) of underlying carrier.
Port - A customer's physical entrance to, and/or exit from the network of Bandwidth.com's underlying provider.
III. Qualifications
In order to receive a credit on Performance Standards, as described in Section V, the Customer must first open a
Trouble Ticket, as described in Section IV, to report a Service Outage or a Service Affecting Issue, and then submit a
written request for a credit to Bandwidth.com within thirty (30) business days of opening said Trouble Ticket. Such
written request shall be sent to billing@bandwidth.com with "Request for Credits. in the subject line~ The Customer
must include the following information when requesting the credit: (i) the Trouble Ticket number, (ii) the time the
Trouble Ticket was opened and closed, and (iii) the Bandwidth.com Circuit 10 for each of the Circuits that
experienced the Service Outage or Service Affecting Issue.
Owest OIA Service Level Agreement
Version: October 2004
1
.L__~__
"
IV. Trouble Ticket Creation
Customer may open a Trouble Ticket using one of the following methods: (i) calling Bandwidth.com's Network
Operations Center at 1-800-409-4357, (ii) emailingBandwidth.com.s Network Operations Center at
customercare@bandwidth.com, or (iii) using the Customer Self Service Portal at
htto:/Iwww.bandwidth.com/sfdclcustomerservice-isD. The only method by which a customer can create or check the
status of a Trouble Ticket during non~business hours is via phone call to Bandwidth.com's Network Operations
Center. Therefore, only Trouble Tickets created via phone call to Bandwidth.com's Network Operations Center can
be used to substantiate requests for credits.
V. Performance Standards
These are Bandwidth.com's performance standards as they relate to Service Availability, Mean Time to Respond,
latency, Packet Delivery, and Jitter.
ei(~_lltiijl.~W;:"" '
Port Services Availability
Mean Time to Respond
latency
Packet Delivery
Jitter
. - r_ ." ;";r: ''t1f:i;!~'' ,'.
. -. ';-'-;/:~:;:im:l:;;~;;:~;mil!1~~[1~:
100%
20 minutes
50 milliseconds
99.5%
2 milliseconds
1.0 Port Services Availability
Bandwidth.com guarantees 100% availability of the customer's port. Port Services Availability
consists of the percentage of minutes per month that the Port Services are available to the
Customer. The Port Services Availability SLA does not include local access (loop) provided by
Bandwidth.com or customer.
2.0 Mean Time to Respond
Bandwidth.com agrees to respond to Customer requests for repair and other technical problems
with a rnean response time of twenty (20) minutes (averaged per month based on all response
times for all submitted Trouble Tickets).
3.0 latency
Bandwidth.com guarantees 50 ms average time for IP packets to travel over the underlying
carrieres) core network, presented in milliseconds and guaranteed for each calendar month.
4.0 Packet Delivery
Packet Delivery will be measured on an ongoing basis every 5 rninutes to adequately determine a
consistent average monthly performance level for packets delivered between the relevant POPs.
5.0 Jitter
Jitter is a measurement of the interpacket delay variance and packet loss of the Services that are
transported between the Demarc and the core router of the underlying carrier. Jitter is measured
by generating synthetic user datagram protocol (UDP) traffic.
VI. Credit Structure
The non-compliance credit structure is based on monthly billing calculations. For any billing month in which
Bandwidth.com fails to meet anyone of the Performance Standards stated in this document, the following credit
structure will be applied to the net Monthly Recurring Charges ('MRC') across the Customer's Service affected by the
Service Outage(s).
2
'.
Port Services Availability - Customer can qualify for one day of credit, as set forth below, for every
hour and fraction thereof of downtime for the outage event. Credits will be applied to any confirmed
downtime greater than twenty minutes. Downtime is measured from the time the customer opens a
trouble ticket until the time the problem is repaired, excluding any time that trouble shooting is
impaired due to the customer (e.g. waiting for access to the customer premises). One day of credit
is equal to 1/30th of customers' monthly recurring port charge for the specific service element(s)
impacted (CPE, non-recurring and usage based charges are excluded).
Mean Time to Respond - If Bandwidth.com fails to meet the MTR monthly guarantee in any
calendar month, the customer can qualify for one day of credit for that month. One day of credit is
equal to 1/30th of customers' monthly recurring charge for the specific service element(s) impacted
(CPE, non-recurring and usage based charges are excluded).
Latency - If Bandwidth.com fails to meet the Latency monthly guarantee in any calendar month, the
customer can qualify for one day of credit for that month. One day of credit is equal to 1/30th of
customers' monthly recurring charge for the specific service element(s) impacted (CPE, non-
recurring and usage based charges are excluded).
Packet Delivery - If Bandwidth.com fails to meet the Packet Delivery monthly guarantee in any
calendar month, the customer can qualify for one day of credit for that month. One day of credit is
equal to 1/30th of customers' monthly recurring charge for the specific service element(s) impacted
(CPE, non-recurring and usage based charges are excluded).
Jitter - If Bandwidth.com fails to meet the Jitter monthly guarantee in any calendar month, the
customer can qualify for a credit according to the following guidelines. If the average jitter for the
calendar month is 2.1 - 3 ms, customer will receive a credit of 7.5% of their MRC. If the average
jitter is 3.1 - 4 ms, customer will receive a credit of 19% of their MRC. If the average jitter is
greater than 4.1 ms, customer will receive a credit of 38% of their MRC.
A maximum of five days credit will be given to the customer for outages occurring in a calendar month.
VII. Events Beyond Control of Bandwidth.com
All Service Availability and MTR measurements do not include outages resulting in whole or in part from one or more
the following causes:
· Any act or omission on the part of the Customer, any third party contractor or vendor, or any other entity over
which the Customer exercises control or has the right to exercise control
· The Customer's applications; equipment, or facilities
· Bandwidth.com Network's or the Customer's scheduled maintenance
· Any event or occurrence that results in "No Trouble Found" resolution to Trouble Tickets
· Force majeure event beyond the reasonable control of Bandwidth.com including, but not limited to, acts of God,
natural disasters, cable cuts, government acts and regulation, and national emergency
· Trouble Tickets.associated with new installations
· Interruptions associated with any act or omission on the part of the Customer or a third party, including, but not
limited to, any local access provider, or an interruption where the Customer elects not to release the service for
testing and r~pair and continues to use it on an impaired basis
· Interruptions during any period when Bandwidth.com or its agents are not allowed Clccess to the Customer
premises where affected access lines are terminated
· Master Trouble Tickets opened by Bandwidth.com or by a qualified third party on behalf of Bandwidth.com, such
as those in the case of a fiber cut
· Interruptions associated with any failure of equipment provided by the Customer or a third party, including, but
not limited to, any local access provider, or an interruption where the Customer elects not to authorize access to
the equipment for testing.
3
"
Bandwidth.com Monthly Payment Form
Direct Debit (electronic check) - Bandwidth.com prefers direct electronic debiting for receiving fast, accurate and
convenient monthly payments. You will still receive monthly invoices, but no longer have to mail paper checks for
payment. Direct debit, also known as ACH debits will draft only the amount of your bill from your account on the lit
of the month, unless otherwise indicated. Invoices are sent on the 15th of a given month and are due the following
month by the 15th. We will draft the funds from your account on the Ill, unless you specify otherwise. If your company
cannot accommodate this method of payment, you may choose to pay your monthly invoices with a paper check. You
may go to the following secure link (httos://www.bandwidth.comltoolslbillill2l and enter the information needed to
activate direct debit, or complete the following information before you return this authorization form.
Enrollment Options (please check your enroUment option and sign below):
o I wish to enroll in Bandwidth.com's ACH debit payment program online at
httDs:/lwww.bandwidth.comltoolslbillinr or have completed the following information below and hereby give
Bandwidth.com permission to automatically bill the specified account for the services and amounts specified in and
govemed by this Agreement
Account number
Routing number
Name on the Account
Billing Address of the Account
Billing Telephone Number
Date of Funds Draft (if another date is preferred other than the lit )
o I wish to pay monthly by paper check.
Billing Questions:
If you have questions about your invoice, please send an e-mail to billine:@bandwidth.com or call 800-808-5150 x
1037. ...
Taxes and Surcharges: Certain suppliers ofBandwidth.com establish prices and terms based on governmental taxes,
surcharges, laws, rules, regulations, orders and decisions. If any of the prices charged to Bandwidth.com by any of its
suppliers increase or if any of the terms of service change as a result of changes to governmental taxes, surcharges,
rules, laws or regulations or pursuant to new decisions or orders issued by applicable regulatoIY or judicial bodies.
including the Federal Communications Commission, Bandwidth.com reserves the right to increase the amount of taxes
or surcharges charged to Customer and/or change the terms of service hereunder, effective thirty (30) days following
notice to CUstomer.
Company Name ("Customer"):
City of Vernon
By: CUstomer Representative (print Name): Leonis C. Malburg, Mayor
CUstomer Representative (Signature):
Date: August 3, 2005
ATTEST:
By:
Bruce V. Malkenhorst, Jr.
Acting City Clerk
Bandwidth.com
By:
-. . - --:.111 "'1..11
APPROVED AS TO FORM:
Authorized Signature:
Date:
Eric T. Fresch, City Attorney
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BANDWIDTH. COM CREDIT APPLICATION'
Type of business (corporation, partnership, sole proprietorship, limited liability corporation, limited partnership):
If corporation, Federal Tax ID:
, State of Incorporation:
, Date of Incorporation:
Ifpartnership or sole proprietorship, SSN of proprietor:
Headquarters Address
City
State
Zip+4
DUNS #:
Line of business:
Years in business:
Ever filed for bankruptcy:
If yes, Case #:
Expected Monthly Charges:
Expected Non-recurring Charges:
If any other company owns 50% or more of applicant,
Company Name: Address:
Applicant relationship:
Current Telecommunications Carrier:
Company:
Street Address:
Phone:
Account Number:
Contact:
City: State:
Fax:
Zip:
Estimated Monthly Billing:
Trade Reference:
Company:
Street Address:
Phone:
Account Number:
Contact:
City: State:
Fax:
Zip:
Estimated Monthly Billing:
Trade Reference:
Company:
Street Address:
Phone:
Account Number:
Contact:
City: State:
Fax:
Zip:
Estimated Monthly Billing:
Bank Reference:
Company:
Street Address:
Phone:
Account #:
City:
Fax:
Contact:
State:
Zip:
Customer Acceptance
I certifY that all information contained herein is complete and accurate. I hereby authorize any of the references listed above to release
credit information necessary for the approval of this application.
Applicant Company:
Authorized Signature:
By (print Dame):
Date:
If personally guaranteeing: I personally guarantee payment of account to Bandwidth.com, Inc., executed effective the date below.
Name
Social Security Number
Home Address
City
State
Zip + 4
Authorized Signature:
Date:
..
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Powered By: Owest
"
INTERNET SERVICES ORDER FORM
Internet Access Services
- . ....- . .
Purchase Price: N1A
Service Address Information
Com User Name: C ofVemon
Address: 4305 Santa Fe Avenue
Ci . Vernon
ZiplPostal Code: 90058
Service Phone Number: 23 583-8811
Aoor/RoomlSuite: Basement I Southeast Corner -Te/ecom Rm
State: CA
1. kbps = "l<lIobifs Per Second"
RATES AND CHARGfiS AS SET FORTH ON THIS AGREEMENT DO NOT INCI.UOE APPI.JCAIllE TAXES, SURCHARGES, AND UKE CHARGES FOR WHCH CUSTOIoER IS RESPONISlIllE.
&rty- by~........ in IiquldUod __as _foial in the Termsand CondiIions_ _. .
ByilsSV-beIow. ~--..._..... _..-I _tobe_ by'" Termsand CondIIions_ _. <:uaomerfurfMr--..clgosthet........-1he__ & u.e P\Jlicy,
hIID:lIwww.tt.Klwidlh~IIO~ -~ which is inoorponItedheNinby nlIfeIwnce..... ....tocomplywllb the 1Inns 1hereof, WappIc8bIe to the SElrt'icesobtained~.
CUSTOMER:
BANDWIDTH.COM:
Authorized Signature:
Printed Name:
Authorized Signature:
Printed Name:
Title:
TrtIe:
Date:
Date:
Please sign and fax back to:
(702) 447.1430
Questions? Call: (919) 945-1230
SUPPORTING
DOCUMENTS
'<
powered by
QWEST
Dedicated Internet Access Service Agreement
This Bandwidth.com Dedicated Internet Access Service Agreement (the "Agreement") is between Bandwidth.com, Inc.
("Bandwidth. com") andthe Customer as identified below. Service and facilities provided are based on the Terms and Conditions
contained herein. Customer accepts said Terms and Conditions and agrees to be bound by them.
1. Service Provided. Provided that Customer is not in default of its obligations stated herein, Bandwidth.com shall provide
Customer with the Service ordered in the Bandwidth.com Service Order Form for the Service Term. Customer is solely
responsible to obtain, use and operate any equipment not provided by Bandwidth.com that may be used in association with the
Service. If Customer has leased Customer Premises Equipment ("CPE") from Bandwidth.com, (i) Bandwidth.com shall provide
Customer with access to Bandwidth.com CPE for the length of the Service Term, (ii) if Customer installation is required, then the
Customer must install Bandwidth.com CPE in accordance with instructions provided by Bandwidth.com (or its third party
vendor), (iii) Bandwidth.com CPE must be used solely for the purpose of Service utilization. Customer acknowledges and agrees
that Bandwidth.com retains title to its CPE at all times. Customer is solely responsible to obtain, use and operate any equipment
not provided by Bandwidth.com that may be required in association with the Service.
2. Service Availability. Service is available throughout the Service Term, except in the case of scheduled maintenance of the
Bandwidth.com network and/or its underlying carrier's network. Bandwidth.com will use commercially reasonable efforts to
provide prior notification via electronic mail ("email") to Customer regarding any scheduled maintenance of Service.
Bandwidth.com may interrupt its provision of Service for unscheduled emergency maintenance without notice to Customer or
Customer's customers.
3. Service Activation. The Service Activation Date shall be two (2) business days after Service is deemed ready for activation
by Bandwidth.com. Bandwidth.com recognizes that Service is ready for activation after receiving confirmation from the
underlying carrier that the Service is ready to be activated and after Bandwidth.com has notified Customer that the Service is
ready for activation. The Service Activation Date will be used for the purpose of determining the start of the Customer's Service
Term and Billing and Payment Schedule, said Schedule being defined in Section 7. Bandwidth.com has sole discretion in
determining the Service Activation Date as defined above regardless of whether Customer has completed all necessary steps to
activate Service.
4. Service Term. The initial Service Term for the Bandwidth.com Service provided to Customer shall be at least one (I) year
and up to three (3) years from the Service Activation Date depending on the Service Term selected On said Service Order Form.
After such initial term, Service shall continue to be provided on a mOl\th-to-month basis, unless terminated In writing by
Bandwidth.com or by Customer via email pursuant to Section 12 of this Agreement. The initial Service Term plus the
continuation of Service as provided in this Section 4 are referred to collectively as the "Service Term." (The Agreement Term is
coterminous with the Service Term.)
5. CPE Maintenance, Support, and Repair. If Customer has leased CPE from Bandwidth.com, then Customer shall allow
Bandwidth.com reasonable access to the CPE as required to provide Service ordered by Customer. Equipment provided for
circuit may be new or recertified. All CPE and CPE provider service purchased from Bandwidth.com is subject to the terms and
conditions set forth in the Manufacturer's or Publisher's warranty, end-user license, or agreement applicable to such CPE or CPE
provider service, with no warranty of any kind from Bandwidth.com. Customer shall reimburse Bandwidth.com, on a time and
materials basis as documented in an invoice, for the entire cost to repair and/or replace CPE in the event of (a) misuse, (b) failure
to exercise reasonable care, (c) altering original Bandwidth;com configuration, (d) damage, (e) theft, or (t) disaster. If
Bandwidth.com CPE requires maintenance not caused by one of the events set out in the sentence above, Bandwidth.com or its
agents shall either arrange to repair the CPE at Customer's premises or ship an eqUivalent pre-configured replacement to
Customer. If replacement CPE is shipped to Customer, Customer shall return the faulty CPE to Bandwidth.com within ten (10)
days of receiving the replacement CPE or pay for such CPE. Customer will not receive compensation for downtime associated
with CPE replacement or repair.
October 2004
6. Charges for Service. The monthly recurring charge(s) ("MRC") and any non-recurring charge(s) ("NRC") for Service are
stated in said Service Order Form. Service charges are exclusive of applicable taxes and surcharges, including the Federal
Universal Service Fund surcharge that Bandwidth.com passes on to its Customers. At its sole discretion, Bandwidth.com may
require a security deposit to continue provisioning of Service. Bandwidth.com shall not increase pricing during the initial Tenn of
a Customer Order, but thereafter Bandwidth.com may increase pricing upon at least thirty (30) days written notice. All rates and
charges are subject to change immediately in the event there are mandated surcharges imposed by federal, state or governmental
agency. Notwithstanding the foregoing, in the event any Regulatory Activity, Bandwidth.com reserves the right, at any time with
as much advance written notice as reasonably possible and without liability, to: (i) pass through to Customer all, or a portion of,
any changes or surcharges directly or indirectly related to such Regulatory Activity; (ii) modifY the Service, rates (including any
rate guarantees), promotions, terms and/or conditions of this Agreement in order to conform to such action; or (iii) if such
Regulatory Activity materially and adversely impairs the provision of Service under the Agreement, as reasonably determined by
Bandwidth.com, terminate the Agreement.
7. Billing and Payment. Bandwidth.com shall bill Customer for Service rendered at the rates stated in said Service Order Form.
Invoices shall include all applicable taxes, service charges, fees and surcharges, Service is billed via ACH debit. Bandwidth.com
shall commence billing on the Service Activation Date, as defined in Section 3. First and second month payments are billed upon
Service Activation. Payments are due within thirty (30) days of the invoice date. Where applicable, service charges for the first
partial month of service will be pro-rated and billed. Authorized monthly credit card payments are charged to Customer's credit
card on the first of the month. After thirty (30) days of non-payment, all fees will accrue interest at a rate of one and one-half
percent (1.5%) per month or any part thereof, or the highest rate allowed by applicable law, and customer shall pay all collection
cOsts incurred by Bandwidth.com (including, without limitation, reasonable attorney's fees). After sixty (60) days of non-
payment, Bandwidth.com will give Customer written notification, by email, that Customer has committed a material breach of
the Agreement due to non-payment. Said notification will be provided five (5) business days prior to Service suspension or
termination. Customer must pay all outstanding charges, within said notice period, to avoid suspension or termination of Service.
If Service is terminated due to non-payment, then the Termination fees described in Section 11 shall apply.
8. Resumption of Service. If Customer requests that Service be restored after a suspension or termination, Bandwidth.com has
the sole and absolute discretion to restore such Service and may condition restoration upon satisfaction of such conditions as
Bandwidth.com determines necessary for its protection, including requiring Customer to execute a new agreement, pay all past
due invoices in full, pass Bandwidth.com's credit approval, and/or make advance payments. New nonrecurring charges also may
apply to restored Service.
9. Additional NRC (if applicable). In addition to the standard NRC listed above, the following NRC, if applicable, will apply:
Changes ofIP Addresses: $100.00
Service Reinstatement Fee: $200.00 plus any charges imposed by underlying carrier(s)
Missed Appointment Fee: $200.00
Rejected Credit Card/Unpaid Check: $40.00 (or legal limit)
Cancellation of Circuit prior to installation: $250.00
Relocation Fee: $1200.00
Upgrade Charge: Dependent on specific upgrade
Downgrade Charge: Dependent on specific downgrade
Inside Wiring
Any inside wiring provided by Bandwidth.com's underlying carrier(s) may incur additional fees to the charges listed in the
Service Order Form. Any request for inside wiring or wiring extension for this service will be provided on a best-effort basis
only. In many cases, the customer's local phone company will not extend wiring beyond the Minimum Point of Entry ("MPOE")
in the customer's building. In all such cases it will be the customer's responsibility to provide any needed internal wiring or
extensions (and required conduit, facilities, power, etc) to the circuit required to provision service unless the customer has
EXPLICITY otherwise ordered this service from Bandwidth.com.
Special Construction Charge
When a Customer's location has insufficient facilities needed to support the Service, it will be necessary for the underlying
carrier(s) to add facilities which may require an additional "special construction charge." In the event this occurs, Bandwidth.com
will notifY the Customer, via email, of the cost of these additional special construction charges, if any, as well as the estimated
time to complete the work. The Customer must, via email, agree to pay these additional special construction costs within three
(3) business days. If Customer fails to do so, Bandwidth.com will cancel the order for lack of facilities and the Agreement will
terminate without liability.
October 2004
10. IP Addresses. Customer acknowledges that Bandwidth.com retains title at all times to the IP addresses assigned to Customer
in connection with the ordered Service. Upon IP address reassignment or expiration, cancellation, or termination of the
Agreement, Customershall relinquish any IP addresses or address blocks assigned to Customer by Bandwidth.com or its
underlying carrier(s) and shall perfonn all acts reasonably requested by Bandwidth.com to return to Bandwidth.com full use of
such IP addresses and address blocks.
11. Material Breach. Bandwidth.com or Customer may terminate this Agreement and the Service provided hereunder in the
event of a material breach that is not cured within 30 days following the delivery of written notice specifying said breach, except
in the case of serious material breaches, so judged by Bandwidth.com. Such notice from Customer must be in the form of an
email sent to customercare@Bandwidth.com, with "Notice of Material Breach" in the subject line of the email and Customer's
contact information in the body of the email. Such notice from Bandwidth.com shall be in the form of an email sent to the email
address of the Customer Representative who signed this Agreement. In the event of an uncured material breach by
Bandwidth.com, the Agreement and Service shall be terminated without liability to the Customer. In the event of an uncured
material breach by Customer, the following termination fees shall apply, (a) the total MRC for the remainder of the Service
Term, (b) one hundred percent (100%) of the past due balance at the time of termination, and (c) any non-recurring charges
originally waived by Bandwidth.com.
12. Termination. Upon termination of Service or this Agreement not due to a material breach, Bandwidth.com will disconnect,
or will cause to be disconnected, the Service, if notified by the Customer forty (40) days prior to termination of the agreement. In
addition, if Customer had leased CPE , Customer shall return (at Customer's own expense) any Bandwidth.com CPE to
Bandwidth.com. If this CPE is not returned in good working condition to Bandwidth.com within ten (10) days of termination,
Customer shall be invoiced for and pay for this CPE.
13. Acceptable Use Policy. All use of Service must comply with Bandwidth.com's Acceptable Use Policy ("AUP"), which is
posted at www.bandwidth.com. and is incorporated herein by reference. By accepting Bandwidth.com Service, Customer agrees
to comply with this AUP and any subsequent modifications thereto. Bandwidth.com reserves the right to modify this AUP from
time to time, effective upon posting the AUP as modified at the URL shown above. Violation of the AUP shallbe considered a
material breach of this Agreement pursuant to Section II.
14. Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 15, IN NO EVENT WILL BANDWIDTH.COM OR
CUSTOMER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNmVE OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN RELATION TO THE SERVlCE(S),
CPE, AND/OR ANY PRODUCTS OR SERVICE PROVIDED BY THIRD PARTIES UNDER THIS AGREEMENT.
BANDWIDTH.COM'S MAXIMUM LIABILITY UNDER THIS AGREEMENT IS LIMITED TO SERVICE CREDITS NOT
TO EXCEED THE FEES PAID TO BANDWIDTH.COM BY CUSTOMER FOR THE SERVICE PROVIDED.
15. Indemnity. Customer shall indemnify and hold harmless Bandwidth.com from and against any loss, cost, claim liability,
damage, or expense (including reasonable attorneys' fees) to or by any third party, relating to or arising from (a) the use of the
Service provided to Customer, whether or not Customer has knowledge of or has authorized access for such use, (b) any damage
to or destruction ofCPE not caused by Bandwidth.com or its agents, and (c) any material breach ofthis Agreement by Customer.
To the fullest extent permitted by law, Bandwidth.com shall defend, indemnify and hold harmless City and its elected officials,
officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements,
and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and
all costs of defense, arising out of or attributable to the negligent or wrongful acts of Bandwidth. com or its employees or agents
under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations in
this Paragraph are in addition to Bandwidth.com's duty to provide insurance and shall not be limited by any limitation on the
amount or type of insurance coverage carried by Bandwidth.com.
16. No Warranties and Customer Assumption of Risk. BANDWIDTH. COM MAKES SERVICE COMMITMENTS UNDER
THE APPLICABLE SERVICE LEVEL AGREEMENT ("SLA"), SAID SLA IS INCORPORATED HEREIN BY
REFERENCE. HOWEVER, BANDWIDTH.COM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR THE
BANDWIDTH.COM SERVICE(S) (INCLUDING BANDWIDTH.COM CPE) PROVIDED UNDER THIS AGREEMENT
AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. BANDWIDTH. COM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-
FREE, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE SERVICE WILL
PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. BANDWIDTH. COM EXERCISES NO CONTROL OVER,
AND HEREBY DISCLAIMS ANY RESPONSIBILITY FOR, THE ACCURACY AND QUALITY OF ANY DATA OR
CONTENT TRANSMITTED WITH THE USE OF THE SERVICE. CUSTOMER RECOGNIZES THAT BANDWIDTH.COM
DOES NOT OWN THE LOCAL ACCESS CIRCUIT AND IS NOT RESPONSIBLE FOR ANY PERFORMANCE OR NON-
PERFORMANCE THEREOF. CUSTOMER HEREBY EXPRESSLY ASSUMES THE RlSK OF ITS OR ITS CUSTOMERS'
October 2004
USE OF ANY INFORMATION TRANSMITTED VIA THE SERVICE.
17. MisceUaneous. Customer acknowledges and understands that Customer is to receive the Service detailed in this Agreement
and the Customer is not relying <m any affirmation of fact, promise or description from any person or entity, nor any other oral or
written representation other than what is contained in this Agreement. This Agreement may only be modified, or any rights under
it waived, by a written document executed by both parties. The parties agree that any and all disputes arising out of or in relation
to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by
arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration &
Mediation Services Inc. (JAMS). Each party shall select an arbitrator. These two arbitrators shall then select a third. The three
member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the
foregoing, the parties shall be pennitted to access the court system to enforce any arbitration award or to obtain injunctive relief.
Any and all contracts between Bandwidth.com and any subcontractor shall include the same arbitration clause. The prevailing
party shall be entitled to recover its costs, including reasonable attorney's fees. In the event of a conflict between this Agreement
and any applicable tariff, the tariff shall prevail. Customer may not assign this Agreement without Bandwidth.com's prior written
consent. This Agreement shall be. binding on the parties hereto and their respective personal and legal representatives, successors,
and pennitted assigns. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of
the remaining provisions of this Agreement shall not be affected thereby. Agreement headings are provided for reference
purposes only.
18. Acceptance. By signing below, I acknowledge that I have authority to enter into this Agreement on behalf of the Customer
and that I have read and fully understand all of the terms and conditions set forth in this Agreement, and that Customer agrees to
the terms and conditions of this Agreement.
Company Name ("Customer"):
City of Vernon
By:
By: Customer Representative: Leonis C. Malburg, Mayor
Customer Representative (Signature): /"~ //(~~~ '
Date: 8//1/00. fJ. / I /
~~T: =~ 7~. 1'// ... /
~=V-3T=~~v"unT /\~.'- f/ '-;!t:tl/.v ..~ :z
~orst, Jr., Acting City Cl-"
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Bandwidth.com
r ~ J/P,j/-/.atYr
Date:
By: Bandwidth.comRepresentative2 ",L~~ 6nJ~
::_SiZ:-') .~~~ 3?~~'CDk-
Date: 6~~1t.'><'-
October 2004
QWEST
Bandwidth.com Internet Access
Service Level Agreement
I. Overview
This Service Level Agreement ('SLA') describes Bandwidth.com's target network performance and service level
metries for its Internet Access Service with local access and the internet port provided by Qwesl Bandwidth.com's
commibnents for Service Availability, Mean Time to Respond ('MTR'), Latency, Packet Delivery, and Jitter
commibnents are stated below.
II. DefInitions
Service Outage - An unscheduled period during which the Services are interrupted and not usable. To qualify for
Service Outage crecfJts, Customer must open a Trouble Ticket
Service Outage Time - The period beginning when the Customer reports a Service Outage to Bandwidth.com
(Trouble Ticket initiation) and ending when Bandwidth.com closes the Trouble Ticket If the Customer does not
initiate a Trouble Ticket with Bandwidth.com, or does not release the affected circuit to Bandwidth.com for testing,
Bandwidth.com will not be obligated to issue credits for the Service Outage.
Service Affecting Issue ~ An unscheduled period during which the Services perform irregularly or otherwise not up
to normal specifications. To qualify for Service Affecting credits, Customer must open a Trouble Ticket.
Service Affecting Time - The period beginning when the Customer reports a Service Affecting Issue to
Bandwidth.com (Trouble Ticket initiation) and ending when Bandwidth.com closes the Trouble Ticket If the
Customer does not initiate a Trouble TICket with Bandwidth.com, or does not release the affected circuit to
Bandwidth.com for testing, Bandwidth.com will not be obligated 10 issue credits for the Service Affecting Issue.
Trouble Ticket - The tool to be used by Customer to report a perceived Service Outage or Service Affecting Issue 10
Bandwidth.com.
Bandwidth.com Circuit ID - The identifying number assigned 10 a circuit by Bandwidth.com.
Bandwidth.com Business Hours - 9:00 AM 10 6:00 PM EST Monday - Friday
Network Operations Center Hours - 365 days per year, 7 clays per week, 24 hours per day
Point of Demarcation ('Demarc') - Point where circuit terminates at customer premises. This point will be tagged
with Circuit ID(s) of underlying carrier.
Port - A customer's physical .entrance 10, anellor exit from the network of Bandwidth.com's underlying provider.
III. Qualifications
In order to receive a credit on Performance Standards, as described in Section V, the Customer must first open a
Trouble TICket, as described in Section IV, 10 report a Service Outage or a Service Affecting Issue, and then submit a
written request for a credit 10 Bandwidth.com within thirty (30) business days of opening said Trouble Ticket Such
written request shall be sent to billing@bandwidth.com with "Request for Credits" in the subject line. The Customer
must include the following information when requesting the credit: (i) the Trouble Ticket number, (ii) the time the
Trouble Ticket was opened and closed, and (iii) the Bandwidth.com Circuit 10 for each of the Circuits that
experienced the Service Outage or Service Affecting Issue.
Qwest D1A Service level Agreement
Version: October 2004
1
IV. Trouble Ticket Creation
Customer may open a Trouble Ticket using one of the following methods: (i) calling Bandwidth.com's Network
Operations Center at 1-800-409-4357, (ii) emailingBandwidth.com.s Network Operations Center at
customercare@bandwidth.com, or (iii) using the Customer Self Service Porml at
http://WWW.bandwidth.comlsfdclcustomerservice.iso. The only method by which a customer can create or check the
status of a Trouble Ticket during non-business hours is via phone call to Bandwidth.com's Network Operations
Center. Therefore, only Trouble TICkets created via phone can to Bandwidth.com's Network Operations Center can
be used to substantiate requests for credits.
V. Performance Standards
These are Bandwidth.com's performance standards as they relate to Service Availability, Mean Time to Respond,
Latency, Packet Delivery, and Jitter.
Performance Standard
Port Services Availability
Mean Time to Respond
Latency
Packet Delivery
Jitter
100%
20 minutes
50 milliseconds
99.5%
2 milliseconds
1.0 Port Services Availability
Bandwidth.com guarantees 100% availability of the customer's port. Port Services Availability
consists of the percentage of minutes per month that the Port Services are available to the
Customer. The Port Services Availability SLA does not include local access (loop) provided by
Bandwidth.com or customer.
2.0 Mean TIme to Respond
Bandwidth.com agrees to respond to Customer requests for repair and other technical problems
with a mean response time of twenty (20) minutes (averaged per month based on all response
times for all submitted Trouble Ticke1s).
3.0 Latency
Bandwidth.com guarantees 50 ms average time for IP packets to travel over the underlying
carrier(s) core network, presented in milliseconds and guaranteed for each calendar month.
4.0 Packet Delivery
Packet Delivery win be measured on an ongoing basis every 5 minutes to adequa1e1y determine a
consis1ent average monthly performance level for packets delivered between the relevant POPs.
5.0 Jitter
Jitter is a measurement of the interpacket delay variance and packet loss of the Services that are
transported between the Demarc and the core router of the underlying carrier. Jitter is measured
by generating synthetic user datagram protocol (UDP) traffic.
VI. Credit Structure
The non-compliance credit structure is based on monthly biDing calculations. For any biDing month in which
Bandwidth.com fails to meet anyone of the Performance Standards stated in this document, the foBowing credit
structure will be applied to the net Monthly Recurring Charges ('MRC') across the Customer's Service affected by the
Service Outage(s).
2
Port Services Availability - Customer can qualify for one day of aedit, as set forth below, for every
hour and fraction thereof of downtime for the outage event Credits will be applied to any confirmed
downtime greater than twenty minutes. Downtime is measured from the time the customer opens a
trouble ticket until the time the problem is repaired, excluding any time that trouble shooting is
impaired due to the customer (e.g. waiting for access to the customer premises). One day of credit
is equal to 11301h of customers' monthly recurring port charge for the specific service element(s)
impacted (CPE, non-recurring and usage based charges are excluded).
Mean Time to Respond - If Bandwidth.com fails to meet the MTR monthly guarantee in any
calendar month, the customer can qualify for one day of credit for that month. One day of credit is
equal to 11301h of customers' monthly recurring charge for the specific service element(s) impacted
(CPE, non~recuning and usage based charges are excluded).
Latency - If Bandwidth.com fails to meet the Latency monthly guarantee in any calendar month, the
customer can qualify for one day of aedit for that month. One day of aedit is equal to 1rJJ:f' of
customers' monthly recurring charge for the specific service element(s) impacted (CPE, non-
recurring and usage based charges are excluded).
Packet Delivery -If Bandwidth.com fails to meet the Packet Delivery monthly guarantee in any
calendar month, the customer can qualify for one day of credit for that month. One day of credit is
equal to 11301h of customers' monthly recurring charge for the specific service element(s) impacted
(CPE, non-recurring and usage based charges are excluded).
Jitter - If Bandwidth.com fails to meet the Jitter monthly guarantee in any calendar month, the
customer can qualify for a credit according to the foDowing guidelines. If the average jitter for the
calendar month is 2.1 - 3 ms, customer will receive a credit of7.5% of their MRC. If the average
jitter is 3.1 - 4 ms, customer wiD receive a credit of 19% of their MRC. If the average jitter is
greater than 4.1 ms, customer wiD receive a credit of 38% of their MRC.
A maximum of five days credit will be given to the customer for outages occurring in a calendar month.
VII. Events Beyond Control of Bandwidth.com
All Service Availability and MTR measurements do not include outages resulting in whole or in part from one or more
the following causes:
. Any act or omission on the part of the Customer, any third party contractor or vendor, or any other entity over
which the Customer exercises control or has the right to exercise control
. The Customer's applications, equipment. or facilities
. Bandwidth.com Network's or the Customer's scheduled maintenance
. Any event or occurrence that results in "No Trouble Found" resolution to Trouble Tickets
. Force majeure event beyond the reasonable control of Bandwidth.com including, but not limited to. acts of God,
natural disasters, cable cuts, government acts and regulation, and national emergency
. Trouble Tickets associated with new installations
. Interruptions associated with any act or omission on the part of the Customer or a third party, including, but not
limited to, any local access provider, or an interruption where the Customer elects not to release the service for
testing and repair and continues to use it on an impaired basis
. Interruptions during any period when Bandwidth.com or its agents are not allowed access to the Customer
premises where affected access lines are terminated
. Master Trouble Tickets opened by Bandwidth.com or by a qualified third party on behalf of Bandwidth.com, such
as those in the case of a fiber cut
. Interruptions associated with any failure of equipment provided by the Customer or a third party, including, but
not limited to, any local access provider, or an interruption where the Customer elects not to authorize access to
the equipment for testing.
3
Bandwidth.com Monthly Payment Form
Direct Debit (electronic check) - Bandwidth.com prefers direct electronic debiting for receiving fast, accurate and
convenient monthly payments. You will still receive monthly invoices, but no longer have to mail paper checks for
payment. Direct debit, also lrnown as ACH debits will draft only the amount of your bill from your account on 1he 1st
of the month, unless otherwise indicated. Invoices are sent on the 15th of a given mon1h and are due the following
mon1h by the 1sti'. We will draft 1he funds from your account on 1he 1st, unless you specifY o1herwise. If your company
cannot accommodate this method of payment, you may choose to pay your mon1hly invoices with a paper check. You
may go to the following secure link (https://www.bandwidth.comltoolslbilling)and enter the information needed to
activate direct debit, or complete the following information before you return 1his authorization form.
Enrollment Options (please check your enrollment option and sign below):
o I wish to enroll in Bandwidth.com' s ACH debit payment program online at
https:/Iwww.bandwidth.comltoolslbillinf;! or have completed the following information below and hereby give
Bandwidth.com permission to automatically bill the specified account for the services and amounts specified in and
governed by this Agreement.
Account number
Routing number
Name on the Account
Billing Address of the Account
Billing Telephone Number
Date ofFunds Draft (if another date is preferred other than 1he 1st)
o I wish to pay monthly by paper check.
Billing Questions:
If you have questions about your invoice, please send an e-mail to billing@bandwidth.com or callSOO-808-5150 x
1037.
Taxes and Surcharges: Certain suppliers ofBandwid1h.com establish prices and terms based on govemmen1al taxes,
surcharges, laws, rules, regulations, orders and decisions. If any of the prices charged to Bandwidth.com by any of its
suppliers increase or if any of the terms of service change as a result of changes to governmental taxes, surcharges,
rules, laws or regulations or pursuant to new decisions or orders issued by applicable regulatory or judicial bodies
including the Federal Communications Commission, Bandwidth.com reserves the right to increase 1he amount of taxes
or surcharges charged to Customer and/or change the terms of service hereunder, effective thirty (30) days following
notice to Customer.
Company N_e ("Customer"):
By: Customer Representative (Print Name):
Customer Representative (Signature):
Date:
Bandwidth.com
By:
Authorized Signature:
Date:
BANDWlDTH.COM CREDIT APPLICATION
Type of business (corporation, partnership, sole proprietorship, limited liability corporation, limited partnership):
If corporation, Federal Tax 10:
, State of Incorporation:
, Date of Incorporation:
If partnership or sole proprietorship, SSN of proprietor:
Headquarters Address
City
State
Zip + 4
DUNS #:
Line of business:
Years in business:
Ever filed for bankruptcy:
If yes, Case #:
Expected Monthly Charges:
Expected Non-recurring Charges:
If any other company owns 500/0 or more of applicant,
Company Name: Address:
Applicant relationShip:
Current Telecommunications Carrier:
Company:
Street Address:
Phone:
Account Number:
Contact:
City: State:
Fax:
Zip:
Estimated Monthly Billing:
Trade Reference:
Company:
Street Address:
Phone:
Account Number:
Contact
City: State:
Fax:
Zip:
Estimated Monthly Billing:
Trade Reference:
Company:
Street Address:
Phone:
Account Number:
Contact
City: State:
Fax:
Zip:
Estimated Monthly Billing:
Bank Reference:
Company:
Street Address:
Phone:
Account#:
City:
Fax:
Contact:
State:
Zip:
Customer Acceptance
I certify that all information contained herein is complete and accurate. I hereby authorize any of the references listed above to release
credit information necessary for the approval of this application.
Applicant Company:
Authorized Signature:
By (print name):
Date:
If personally guaranteeing: I personally guarantee payment of account to Bandwidth.com, Inc., executed effective the date below.
Name
Social Security Number
Home Address
City
State
Zip + 4
Authorized Signature:
Date:
.~~r1
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Powered By: Owes!
INTERNET SERVICES ORDER FORM
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Purchase Price:. N/A
Name:
Name:
Main Phone #:
Email:
Address:
C' state
Code:
anou ci.vemon.ca.us
4305 Santa Fe Avenue
Vernon CA
90058
1. kbps ='_ flW Secald'
RATES AHD CHARGESI>S SET FORlH ON lHlS AGREEMENT DO Nor INCWDE APPLICABLE TAXES. SURCHARGES. AHD LIKE CHARGES FOR WHICH CUSTOIER 15 RE5f'(lIlI5I8LE.
Eadylerm_ by Cusklmerv.ill...... in liquidated damages as set_ in Ihe T.... """ ~ __.
Il\' its sigJlaIllrebelow. CuslomeracklllMledges_ R has read and agrees'" be _by the T.... _~ _ _0. c_t"ther_edges _lhas _Ihe 111I...<1_ &1Jse Policy.
htID:llwwNban_.comI<:ontenlIIeaal?oo""""ccellIaI;1IeU.... which is ineorpor*d_ by_. and agrees "'compIy_ the -.._. WapPcable 10 the.......... -_.
CUSTOMER:
BANDWIDTH.COM:
AuthOrizEld Signature:
AuthOrizEld Signature:
PrinlEld Name:
PrinlEld Name:
Sharllene Garrett
Tille:
Tille:
Contract Specialist I
7/11/2005
Date:
Date:
Please sign and fax back to:
(702) 447~1430
Questions? Call: (919) 945-1230