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R-1448 - 04/14/2015 - TELEPHONE - Resolutions RESOLUTION 2015-TELECOM-AG-R-1448 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AGREEMENTS FOR TELEPHONE SERVICES WHEREAS, the Village issued a request for proposal on March 5, 2015 to purchase ISDN PRI service and POTS and alarm/radio circuit lines (collectively, "Telephone Services' for the Village ("RFP'); and WHEREAS, in the RFP, the Village reserved the right to split the award of contract for the various component parts of the Telephone Services; and WHEREAS, the Village received three proposals in response to the RFP; and WHEREAS, the Village, with the assistance of Wilson Consulting, evaluated the responsive and responsible proposals; and WHEREAS, the Village has determined that the proposal submitted by Call One, Inc. of Chicago, Illinois ("Call One'l is the most appropriate for the provision of the POTS and alarm/radio circuit lines portion of the Telephone Services; and WHEREAS, the Village and Call One desire to execute an agreement for Call One to provide the POTS and alarm/radio circuit lines portion of the Telephone Services ("Call One Agreement'), attached hereto as Exhibit A; and WHEREAS, the Village has determined that the proposal submitted by First Communications, LLC of Akron, Ohio ("FirstComm'j is the most appropriate for the provision of the to provide the ISDN PRI service portion of the Telephone Services; and WHEREAS, the Village and FirstComm desire to execute an agreement for FirstComm to provide the ISDN PRI service portion of the Telephone Services ("FirstComm Agreement'), attached hereto as Exhibit B; and WHEREAS, the President and Board of Trustees have determined that entering into the Call One Agreement with Call One and the FirstComm Agreement with FirstComm will serve and be in the best interest of the Village' NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the Call One Agreement. The President and Board of Trustees hereby approve the Call One Agreement by and between the Village and Call One in substantially the same form attached hereto as Exhibit A. Section 3: Approval of the FirstComm Agreement. The President and Board of Trustees hereby approve the FirstComm Agreement by and between the Village and FirstComm in substantially the same form attached hereto as Exhibit B. Resolution 2015-TELECOM-AG-R-1448 Authorizing Execution of Telephone Services Agmt. Page 2 of 4 Section 4: Authorization and Execution of the Agreements. The Village President and Village Clerk shall be, and hereby are, authorized to execute the Call One Agreement and the FirstComm Agreement after receipt of the final agreements fully executed by Call One and FirstComm, respectively. Section 5: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. APPROVED THIS 14th day of April, 2015 ;%✓ Gopal G. Lalmalani Village President PASSED THIS 14th day of April, 2015 Ayes: Trustees Adler. Baar, Manzo, Moy, Wolin, Yiimif Nays: None Absent: None ATTEST ¢ i Charlotte K. Pruss a �' Village Clerk ecouN Resolution 2015-TELECOM-AG-R-1448 Authorizing Execution of Telephone Services Agmt. Page 3 of 4 EXHIBIT A CALLONE PURHMN Renewal Customer Service Agreement This Customer Service Agreement("Agreement")authorizes Call One®Inc.,with a principal place of business at 225 West Wacker, Floor 8,Chicago,IL 60606("Call One")to provide telecommunication services("Services")to the customer identified immediately below("Customer").The Services provided hereby are subject to the Terms and Conditions set forth in this Agreement. Customer Village of Oak Brook Address 1200 Oak Brook Road City Oak Brook ST IL ZIP 60523 Please check box to determine term and discount [X] 1 Year [ ]2 Year [ ]3 Year Additional Charges:Member of SPC.All rates and discounts are subject to the rates and discounts contained in the SPC underlying agreement.Carrier Access Fees-Waived Service/Additional Terms: Renewal of existing services.Keep Long Distance service only on DSL line 630-368-5258. Billing Telephone Numbers(BTN)associated with this account: Physical Location City,State BTN 2415 MIDWEST RD OAK BROOK,IL 630-323-1207 725 ENTERPRISE DR OAK BROOK,IL 630-368-5258 2606 YORK RD OAK BROOK,IL 630-368-6419 800 OAK BROOK RD OAK BRK,IL 630-368-6459 810 OAK BROOK RD OAK BROOK,IL 630-368-6469 1400 35TH OAK BROOK,IL 630-789-6765 2710 MEYERS RD OAK BROOK, IL 630-968-2550 1200 OAK BROOK RD OAK BROOK,IL 630-990-0608 1200 OAK BROOK RD OAK BROOK,IL 630-990-0715 700 OAK BROOK R[q/ OAK BROOK,IL 630-990-1491 Authorized customer signature Date CallOne authorized signature CSO �L C5 • tALIhIAWN y�t -LV164A—Uth*-C Print name Title Print name to N Call One Inch to oo 225 W Wacker Drive 8th Floor-Chicago,IL 60606-T`ef yffl.VAq-,fI 8371V1tq11J-- - - _ N Page 1 of 3 Date: Billing Telephone Numbers(BTN)(continued): 1200 OAK BROOK RD OAK BROOK,IL 630-990-3001 600 OAK BROOK RD OAK BROOK,IL 630-990-4820 2213 TOWER DR OAK BROOK,IL 630-990-5773 2011 WINDSOR DR OAK BROOK,IL 630-990-5775 1915 YORK RD OAK BROOK,IL 630-990-5778 1200 OAK BROOK RD OAK BROOK,IL 630-Z99-1202 Customer initials Call One initials N Call One Inc. -p 225 W Wacker Drive 8th Floor-Chicago,IL 60606-Telephone 312-681-8300-Fax 312-681-8301 N Page 2 of 3 Terms and Conditions 1.Term.Customer hereby orders the Local Exchange,Interexchange and miscellaneous services incident thereto as described herein(collectively,the "Services")for the term selected by Customer on Page 1 of this Agreement(the"Term"),effective as of the date the Services are installed or first provided(the"Effective Date").Upon expiration of the Term,the usage rates and monthly recurring charges applicable to a Term other than Month-to-Month will revert to Call One's prevailing month-to-month rates unless Customer has(1)entered into a successor agreement or(2)canceled the Service,in each case effective as of the expiration of the Term.Call One is not responsible for notifying customer of the expiration of any Term. 2.Rates.(a)Unless otherwise specified on Page 1 of this Agreement,Call One's prevailing month-to-month rates for lines,features,other monthly recurring charges and non-recurring charges(e.g.,installation,service establishment and/or other non-recurring charges)will apply to the Services.By executing this Agreement,Customer acknowledges that it has received notice of and is aware of the rates and other charges that apply to the Services that are not specifically identified on Page 1 of this Agreement.If there is any change to Call One's prevailing rates or charges that apply to the Services,Customer will be notified in its monthly invoice or in the applicable state tariff,effective as stated therein.If Customer has elected a Term other than Month-to-Month,the usage rates and monthly recurring charges(each expressed as a rate or as a discount off Call One's prevailing month-to-month rates)identified on Page 1 of this Agreement will apply to the Services during the Term.(b)Call One shall also bill Customer as a separate line item all applicable federal,state and other governmental fees,surcharges and taxes.(c)Call One may,at its sole discretion,increase the rates for Band C,1+long distance or inbound 800/888 toll-free Services,if and to the extent the charge from the local exchange carrier to terminate the outbound calls or to originate the inbound calls exceeds twenty-five percent of the rate for that Service,and that Service will be provided on a month-to-month term. 3.Authorization.Customer authorizes Call One to act as its agent for purposes of obtaining information on Customer's existing telecommunications and related service(s)and to submit orders to reflect the Services ordered under this Agreement for the specific Billing Telephone Numbers(BTN)and/or physical locations listed below and included in any supplement to this Agreement.This grant of agency shall remain in effect until revoked by Customer. 4.Existing Commitments.(a)If Customer has an existing term commitment contract with another service provider(a"Third Party Commitment"), Customer acknowledges that,in addition to the Terms and Conditions of this Customer Service Agreement,Customer shall remain obligated under the terms of such Third Party Commitment and shall be solely responsible for any penalties,fees or charges by virtue of that Third Party Commitment.(b) If,as part of Call One's provision of Services,Customer terminates a Third Party Commitment(s),Customer agrees that it is solely responsible for the fees associated with such termination.Further,no discount is provided for the related services unless and until Customer has agreed to terminate the Third Party Commitment(s)as provided above or the Third Party Commitment(s)has expired and Customer has entered a new agreement directly with Call One. 5.Early Termination/Cancellation.Customer shall be required to provide Call One a minimum of 30 days notice in writing of any termination/cancellation of Service(s).(a)If Customer terminates the Service in whole or in part prior to the expiration of the Term,Customer will be liable for an early termination charge equal to the Term Savings Recovery.As used herein,"Term Savings Recovery"is the total usage and monthly recurring charge discount received by the Customer calculated as follows:(A)the difference between the total usage charges billed to Customer at the discounted rates Customer received for the Term selected in this Agreement and the total usage charges that would have been billed to Customer at the Call One tariff month-to-month usage rates in effect as of the Effective Date;and(B)the difference between the discounted monthly recurring charges Customer received for the Term selected in this Agreement and the Call One tariff non-discounted monthly recurring charges in effect as of the Effective Date times the number of months Service was provided.In addition,Customer shall also be liable for any installation and/or other non-recurring charges that were waived.(b)If Call One terminates Service(s)in whole or in part due to Customer's non-payment or default,customer will be deemed to terminate the Service(s)and liable for all early termination charges.(c)If Customer cancels Service before the Service is established,Customer shall be liable to Call One for all reasonable expenses incurred by Call One to process the order for Service. 6.Inside Wiring.The applicable rates for inside wiring provided directly by Call One to Customer are specified on the technician-charges page of the Call One website at www.callone.com.Inside wiring provided by a third party vendor will be billed at their applicable rates and charges.In addition,any installation charges identified on Page 1 of this Agreement applies to the initial Service installation and does not include inside materials and wiring. 7.Liability.The entire liability of Call One,if any,for damages to Customer or to any third party whether in negligence,tort,contract or otherwise,which may arise from Call One's performance or non-performance of the Services is limited to an amount equal to a prorated adjustment of applicable monthly recurring charges for the Services affected or any portion thereof.The foregoing limitation of liability includes any mistakes,omissions,interruptions, delays,errors or defects in transmission occurring in the course of installing and/or furnishing the Service. 8.Applicability of Tariffs.This Agreement orders Services at rates provided herein and subject to the terms and conditions set forth in Call One's then-applicable state tariff,which tariff is incorporated by reference.State tariffs are available through the regulatory page of the Call One web site currently at www.callone.com.Customer acknowledges all services purchased pursuant to this agreement are for business purposes. 9.Assignment.Customer may not assign this Agreement(by operation of law or otherwise)without the prior written consent of Call One,which consent will not be unreasonably withheld or delayed.Any prohibited assignment shall be void ab initio. 10.Entire Agreement.Signed facsimile or scanned copies of this Agreement will legally bind the parties to the same extent as originally executed documents.The terms contained in this Agreement and any documents attached and referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof. 11.Jurisdiction/Collection Costs.Any action or proceeding arising out of or related to this Agreement,the Tariffs or Services may be commenced in any state or Federal court of competent jurisdiction in the State of Illinois.The Parties submit and expressly consent to the jurisdiction of such court and expressly waive any right to a trial by jury.Call One shall be entitled to recover from Customer all reasonable collection costs,in ding attorneys fees. Customer initial Call One initials N Call One Inc. -11 225 W Wacker Drive 8th Floor-Chicago,IL 60606-Telephone 312-681-8300-Fax 312-681-8301 N Page 3 of 3 Resolution 2015-TELECOM-AG-R-1448 Authorizing Execution of Telephone Services Agmt. Page 4 of 4 EXHIBIT B First Communications,LLC Service Order Form r " 3340 W Market St,Akron Off 44333 + l - phone(312)895-8818 Firs Connect 4 3 x service(800)589-1531 www.firstcomm.com Customer Information Company Name; Tax ID• Term: Village of Oak Brook 366009534 O 1 Year O 2 Year O 3 Year Installation Address: City: State: Zip: 1200 Oak Brook RD Oak Brook IL 60523 Installation Contact: Contact Email: Contact Phone Jim Fox jfox @oak-brock.org 630-368-5174 Circuit.Information QTY Circuit Type* VPN Service' 1 FirstConnect ISDN PRI *Bath circuit types include unlimited local calling. El Data VPN Operational lCB L�J FirstConnect Local TI(Analog) Any additional feature options must be checked below. Needed ❑Voice VPN LD usage Rate $0 Voice Mail QTY FirstConnect ISDN PRI FirstConnect Local T1 Analog Toll Free Number Quantity: 0 Quantity of Blocks of 20 DIDs: 0 0-24 unlimited local voice lines 23 Number Lines on Local T to Minute Bundles All minutes are to anywhere in the continental FirstConnect ISDN PRI Optional Features ❑Anony.Call Reject ❑Auto Callback United States ❑1,500 LD Minutes ❑10,0001-0 Minutes ❑Addl Acct Codes(per ❑Gall Blocking Call Forward Busy Acct Codes(100 Block) 100) ❑100,000 LD Minutes❑150,000 LD Minutes El Call Forward NA El Call Forward Var Caner ID w/Name DID Oui pulse �20,000 LD Minutes ❑200,000 LD Minutes Call Hold Ca Park d Failsafe El Multi-Exchange El Call ❑5,000 LD Minutes 0 50,000 LD Minutes ❑Call Wait w!Caller +LD Overage Rate:$0 [�Multi-Exchange Add'1 TN ❑Call Transfer ID: .One LD bundle can be purchased per order DIA QTY ❑Gall Waiting ❑Caller ID Blk pr call T-1'1.5 Mb 0 ❑Caller ID Name El Caller ID Ntir Two Bonded T-1 3.0 Mb 0 Three Bonded T-1(4.5 Mb) 0 ❑Hunting El Non-Listed Nmb Four Bonded T-1 f6.0 M6 0 ❑Non-Publish Nmb ❑RACF DS3 ❑Repeat Dialing ❑Select Call Reject ❑_Speed Dialing ❑'Three-way Call Product Details(exclusive of taxes,surcharges and regulatory fees) MRC NRC Product otY Per Unit: Per Unit First Connect Tl v3-P R I 1 $195 $0 FCT1 20.D I D Blk up to 2 39 $0 $0 Expedite Fee 1 $0 $500 EUCL 1 $26.95 $0 Carrier Line Charge 1 $21.25 $0 Federal ARA 1 $15 $0 FCIT1v2 Addl Line/Chan 23 $0 $0 Total'MRC $258.2 Total NRC $500 Zone::Zone 2 Quote ID:333059 1 Customer Initials: Approved as to Form Date: /.j� - _._. _.. alaS(? FIRST COMMUNICATIONS,[LC TERMS AND CONDITIONS OF SERVICE By executing this Agreement,Customer is ordering the Services set forth herein and on related documentation.Customer agrees to pay for all Services ordered or otherwise used,including taxes,surcharges and fees charged by first Communications,I LC("Company"),including,but not limited to,applicable federal,state,local use,excise, sales,or privilege taxes,duties or similar liabilities,as further set forth in the First Communications,LLG Terms and Conditions(the"T&Gs").Customer agrees to the T&Cs and all items incorporated therein including those in the applicable tariff and rate guide which can be found on www.firstcomm.com.Customer also authorizes Company to obtain any credit information andfor any customer proprietary network information necessary to provision Services and to establish Customer's account,and hereby authorizes the release of such infomtation by any and all third parties to Company,Customer understands that number assignments are not guaranteed and cannot be relied on before Service is activated.Customer has provided Company with a valid Letter of Agency for all applicable services ordered.The undersigned represents that he/she is authorized to enter into this Agreement on behalf of Customer.Any changes in the products lordered(adding/deleting lines,increasing bandwidth etc)will alter the prices quoted above and can change within ten percent of the value signed for by the customer.Customer is responsible for the identification and payment of any termination fees to any 3rd party that may apply when switching to Company services: The term for Service that requires installation of a circuit will begirt the date that the service is made available to you.However,for a circuit with integrated or dynamic services. billing will begin once at least either the data or voice;portion of the service is available.Furthermore,Parties agree that all services ordered will be completed no later than forty- five(45)days from the circuit delivery date.if all services are not complete by day forty-six(46),all service work will be disconnected,the Agreement terminated,and you will be charged Early Termination Pee along with any Charges Company incurred on your behalf to fulfill your order. All services are individually contracted under this agreement.Cancellation of services prior to the and of the contract may result in Cancellation Charges or Early Termination Fees for that service. Order Cancellation Cancellation by the customer after the signature date and before the service available date will result in an Order Cancellation Fee to be paid by the customeras described in T&Cs,tariff(s)and price guide(s),according to state law. Termination Company may terminate this Agreement and the Services for Customers non-payment in accordance with its rights under its general T&Cs and its tariffs and rate guides. Upon termination of this Agreement by Company for non-payment the Customer shall be liable for the payment of all Services provided through the date of termination,plus any applicable Termination Fees.Company may terminate this Agreement without liability if Company determines that it is no longer able to offer a product or service or the product or service is no longer offered in a-Company tariff and rate guide,in which case the Customer.will not be liable for any Termination Fees.If Customer terminates the agreement prior to the expiration of its initial term or renewal term,or if Company terminates the agreement due to non-payment,Customer will owe Company the following: Termination Fees:the average of the previous 3 months usage plus any monthly recurring charges,multiplied by the number of months remaining in the term of the contract as well as any waived NRC fees.For Ohio end users:Inclusion of early termination liability by the company In its tariff or contract does not constitute a determination by the Public Utilities Commission of Ohio(PUCO)that the termination liability imposed by the company is approved or sanctioned by the.PUCO.Customers shall be free to pursue whatever legal remedies they may have,.should a dispute arise: At least eighty percent(80%)of the Customer's monthly domestic United States minutes shall originate andtor terminate in a Regional Bell Operating Company("RBOC") territory.Company shall have the right to apply a one-half cent($0.005)per minute surcharge on all non-RBOC originated and or terminated traffic where such non-RBOC terminated traffic exceeds twenty percent(20%)of Customer's total monthly service for domestic United States Traffic, BY PLACING CUSTOMER'S SIGNATURE IN THE SPACE PROVIDED,CUSTOMER HEREBY ACKNOW LEDGS ITS REVIEW AND RECEIPT OF THE T&Cs AND HEREBY ACKNOWLEDGES ITS AGREEMENT TO BE BOUND BY SAID TERMS,INCLUDING ALL TERMS INCORPORATED TPEREIN BY REFERENCE,INCLUDING,BUT NOT LIMITED TO,ALL APPLICABLE TARIFFS AND RATE GUIDES AND ALL TERMS SET FORTH AT W W W.FIRSTCO COM WHICH MAY BE AMENDED FROM TIME TO TIME. Customer Printed Name Tile SigDAP Date A�Ze 6 — - OF First Communications Printed Name Title nature Date Quote ID:333059 2 '3Tst70 is As a First Communications customer, you are eligible to sign up for our Paperless Billing option. By signing below, you are agreeing to no longer receive a Paper Invoice. ® Yes! I want to save$90 a month by receiving a Paperless Invoice ❑ No, I would like to receive a Paper Invoice. Jfox @oak-brook.org . Billing Contact Email Address Customer Signature V�' Date How if works; An email will be sent to your billing email address with a Temporary Username and Password You can now log on to http://customers.firstcomm.com to view your invoice, payment information,call detail and more When your invoice is ready for viewing, you will receive an email notification. Make payments even simpler by signing up for First Communications Automatic Payment Feature Quote ID:333059 3 A Letter of Authorization rtral�'�te : Customer Information Customer Name Village of Oak Brook State IL Address 11200 Oak Brook RD Zip Code 160523 City Oak Brook Phone Section 1:Authorization:By signing below l am authorizing First Communications,LLC to become my provider for the telephone numbers indicated and the services checked below: Coverage: ❑Local Dial Tone ❑Local Toll ❑Long Distance ❑International 'telephone Number: PHONE NUMBER OR DID RANGE I authorize First Communications to act as my agent to make this change occur.I also understand that First Communications may have different calling areas,rates and charges than my current provider,and that by signing below I indicate that I understand those differences(if any)and am willing to be billed accordingly.I certify that I have read and understand this Letter of Authorization.I further certify that I am at least eighteen(18)years of age and am authorized to change these Ge provider for the telephone numbers listed.I understand that 1 may select only one InterLata(long distance)llnterrlational long di nce and only one Intral-ata(local toll)carrier for each telephone number.I also authorize First Communications to access my customer pro�ry network in rmalion(C tourer Se vice,Record)to facilitate this transaction. - Date Signature -�`�- Printed Name Qi G Quote ID:3330759 4 .. FrstConnect T1 Service Service Level Agreement This Service Level Agreement CStA")is subject to the terms and conditions of the applicable service agreement between First Communications and Customer regarding FirstConnect T1 Services,including Company's applicable website terms and conditions. 1. Network and Port ComponentS.This SLA applies solely to First Communications FirstConnect Service("Service)and the underlying network components of the First Communications TDM Network("TDM Network')used solely for thepurpose of providing the Service,and does not modify or affect any other SLAB provided by Company(if any)for telecommunications or information services purchased by Customer pursuant to other service exhibits or agreements.The TDM Network includes fiber, transport and switching equipment and any other fadlities that are owned by Company or other providers specifically selected by Company.As defined in this SLA,a Point of Presence("POP")means a First Communications POP location that represents the provider edge of the TDM Network. 2, Network'GoalS.The following service level goals("Goals")apply to FirstConnect T1 Service TDM Service purchased from Company.. Network Availability Total amount of Service"downtime"(in minutes)from all trouble tickets relative to Network Outage Time(per individual service)rounded up to the:nearest hour. Example:Total Network Outage time of 20 minutes'=1 hour Time to Firm Order Commitment(FOC) Total count of business days,beginning at Day One from Provisioning Order Acceptance and Assignment notification to the day First Communication provides the initial Firm Order Commitment(FOC)notification for installation of new circuit local access connectivity.Credit is issued on a one time basis per Service Order for new circuit installations only: Mean Time to Repair(MTTR) Sum of all trouble tickets service restoration intervals relative to the Network Outage in the calendar month Total number of trouble tickets relative to Network Outage in the calendar month Applicable Goat Service Credds.* Corappr"ts 1 day credit 1130 of the monthly fees for the applicable location(s)per each hour of 'Network Availability First Connect:99.9%availability downtime(e.g.,downtime between 1 to 60 minutes=1 day credit eligible)in a given billing period:. 1 day credit=1130 of the monthly fee(s)for the applicable service(s)for each day that "`Trine to FOC 10 business days exceeds the initial 10 days ""Mean Time to 1 day credit=1130 of the monthly fee(s)for the applicable affected service(s)for each Repair(MTTR) 4 hours(monthly average} hour that exceeds the initial 4 hour MTTR in a 'given calendar month. *NOTE:Company Components Included in Network Avallability:[a]First Communications dedicated facilities used to provide connectivity between the customer's location,or First Communications provided access to the First Communications POP,and[b]First Communications provided CPE(Channel Bank,Router,CSU/DSU)if any. j **NOTE:See Section 4 requirements and exceptions. ***NOTE:Day One equals the Provisioning Order Acceptance Date+1 business day for assignment(Ex:Provisioning Order Acceptance Notice is sent on Monday at 3:00pm.Day One is Tuesday).Time to FOC objective excludes orders that require Special Access,involve facility and/or special construction or changes to existing circuits which do not include installation of a new?circuit.The Firm Order Commitment(FOC)represents the date the ILEC estimates local access will be installed which does not equate to service activation.This SLA does not guarantee the initial FOC date will be met by the ILEC. ***NOTE:MTTR is calculated less access time.Access Time is(a)the time it takes for Customer to respond to Company's repair questions related directly to current open trouble tickets)or(b)the Gmea Company on-site repair technician waits to gain access to the Customer premises. i E Quote ID:333059 5 Customer lnitl i FirstConnect T1 Service . Service Level Agreement 3. Maintenance. 3.1 Network Normal:MaintenanCe:Network'Normal Maintenance"means.scheduled maintenance,including but not limited to upgrades of hardware or software; or upgrades to increase capacity.Normal Maintenance may temporarily degrade the quality of the Service,including possible Network Downtime.Such effects related to Network Normal Maintenance will not entitle Customer to service credits.'Local Time"means the local time in the time zone in which an Affected Service is located.Company may change the maintenance window times upon posting to the website or other notice to Customer. 3.2 Network Urgent Maintenance."Urgent Maintenance"means efforts to correct network conditions that are likely to cause a material Service outage and that require immediate action Urgent Maintenance may degrade the quality of the Service,including possible Network Downtime.Such effects related to Urgent Maintenance will entitle Customer to service credits only as set forth in this SLA.Company may undertake Urgent Maintenance at any time deemed necessary and will provide notice of Urgent Maintenance to Customer as soon as is commercially practicable'under the circumstances. 4. General. 4.1 Remedies"To be eligible for service credits under this SLA,Customer must be in good standing with Company and current in its obligations.To receive service credits,Customer must contact the Customer Care and submit the relevant trouble ticket information within five business days following the end of the month in which the relevant Goal was not met.Company will determine the credits provided to Customer in accordance with the requirements of this SLA,A credit will be applied only to the month in which the event giving rise to the credit occurred.The credits will apply to the MRCS of the Affected Service after application of all discounts and do not apply to MRCS of other services.The maximum service credits issued in any one calendar month will not exceed.seven days charges pro-rated from the MRC of the Affected Service. "Affected Service"means the Service that fails to meet the applicable Goat.to no event will the total credit,.in the aggregate for all credits issued in one month,exceed the equivalent of 50%of the relevant MRCS for the Affected Service.Cumulative credits in any one month must exceed$25.00 to be processed.If Customer falls to notify Company in the manner set forth above with respect to the applicable SLA credits,Customer will have waived its right to such SLA credits for that month'.CUSTOMER'S RIGHT TO RECEIVE SUCH CREDITS SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND COMPANY'S SOLE AND EXCLUSIVE OBLIGATION IN THE EVENT OF A PERFORMANCE FAILURE,EVEN IF SUCH REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE_ 4.2 Service Credit-EXceptions.Network Outage Time is measured from the time a Trouble Ticket Is opened with Customer Care,at toll free number f-88& 426-6340,as a result of your inability to send and receive phone calls,and ends when phone calls are able to be sent and received at the demarcation point.Service credits will not be issued where the SLA is not met as a result of (a) The acts or omissions of Customer,its affiliates or their respective employees,contractors,agents or end users; (b) The failure or malfunction of equipment,applications or systems not owned or controlled by Company; (c) A Force Majeure Event,as defined in Customer's service agreement (d) Network Normal Maintenance,alternation or implementation; (e) The unavailability of required Customer personnel,including as a result of failure to provide Company with accurate,current contact information;or (f) Company lack of access to the Customer premises where reasonably required to restore the Service. 4.3 Company reserves the right to review and deny any credits under this section claimed by Customer,if,in Company's reasonable judgment,the claim does not meet the criteria established above for such claim: L Quote ID:333059 6 Customer Initials: