12-208.00 TW TelecomDocument No. 183466
Customer Information and Contract Specifications
Customer Name: City of Spokane Valley
Service Order
telecom-
This Service Order is entered into by tw telecom holdings inc. on behalf of itself and its wholly owned operating
subsidiaries (collectively "TWTC") and City of Spokane Valley ( "Customer"). It is effective upon execution by both Parties
( "Effective Date ").
Service Address
Description
Order
Type
Term
(Months)
Qty
Unit MRC
Unit NRC
Total MRC
Total NRC
11707 E Sprague AVE,
Voice T1 Flat ISDN
Renewal
36
1
$246.35
$0.00
$246.35
$0.00
Spokane Valley, WA
9206 -6110
- Includes 5000 LD Minutes -
Flexcall (total).
Domestic LD
- Interstate 8xx
$0.020
- Interstate 1+
$0.020
- Intrastate 8xx
$0.040
- Intrastate 1+
$0.030
Individual Telephone Numbers
635
N/A
N/A
$95.25
$0.00
- First 100 ITNs: Priced as 100 @
0.15 mrc / $0.35 me
- ITNs over 100: Priced as 535 @
0.15 mrc / $0.35 me
Local Loop
1
$165.94
$0.00
$165.94
$0.00
ubtotal
$507.54
$0.00
otals
$507.54
$0.00
Additional charges may be assessed if Customer causes a delay in installation or if wiring is required between the service
address and the network demarcation point.
Contract Provisions
The Services ordered herein are governed by this Service Order and the tw telecom Standard Terms and Conditions
executed by Customer, as referenced above.
Voice Services
Federal Subscriber Line Charges ( "FSLC ") will be assessed for VersiPak voice when not part of a VersiPak Bundle (ISDN
PRIs, Digital and Analog Trunks, and Business Line) as well as for Complete Lines and Business Line /Analog Trunk
Services. FSLC rates are posted to the TWTC web site at www.twtelecom.com which may be modified from time to time.
Customer may not use the Services to provide voice content related services including, without limitation, chat lines. If
Customer breaches this provision, TWTC may immediately terminate or suspend the Services and collect applicable early
termination charges. Customer shall notify TWTC immediately if it breaches this provision. Customer shall indemnify,
defend and hold TWTC harmless from all claims, demands, costs, damages, losses, liabilities and expenses of any nature
arising from Customer's breach of this provision, including any costs and attorneys' fees incurred by TWTC.
Customer shall not use the voice Services as a substitute for carrier interconnection or switched access services and
must immediately notify TWTC if it does so. If Customer uses the voice Services to support prepaid calling card calls,
such use is subject to the requirements outlined in FCC Order 06 -79 (June 30, 2006). Customer shall remit all intrastate
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Document No. 183466 �tw telecom-
or interstate access charges directly to the appropriate carrier. TVVTC may disconnect Services if Customer violates this
provision and fails to cure the violation within ten days following written notice from TVVTC. Customer must indemnify,
defend and hold TWTC harmless from all claims, demands, damages and expenses arising from or related to Customer's
breach of this provision, including all costs and attorneys' fees incurred by TWTC. TVVTC does not support resale of
switched services to end users including, but not limited to, support for E911 addressing, local number portability, calling
name delivery, end user billing, and directory listings unless special arrangements are agreed to in writing by TWTC.
Voice Services provided herein are not designed for but may be compatible with remote metering, supervisory control and
alarm signaling. To the extent Customer uses the voice Services to facilitate remote metering, supervisory control and
alarm signaling purposes, Customer is solely responsible for ensuring compatibility.
Voice Services - Access to Emergency Services
Voice Services are configured to transmit only the Customer's Billing Telephone Number ( "BTN ") and the physical service
address for the BTN to emergency response organizations (911/E911 or Public Safety Answering Point "PSAP "). Calls to
911 that originate on Intercity Switched Service ( "ISS ") and Local Reach Service will be completely blocked. Calls to 911
that originate on Expanded Exchange Service ( "EES "), or from locations other than the Customer's physical service
address associated with the BTN, will not be directed to a PSAP capable of responding to the emergency condition.
TVVTC cannot identify, control or track the location of individual end -user stations, or Customer's method of connecting
end -user stations. TWTC is not responsible for providing end user location information to the E911 system. If Customer
uses any form of private switch /automatic location identification ( "PS /ALI ") capability to identify individual stations from
which E911 calls originate, Customer must first arrange in writing with TWTC to obtain a special E911 feature or
emergency authorities will be unable to identify individual station locations. TWTC has no liability or responsibility
whatsoever for inaccuracies in the 911 database associated with Customer - provided information, and TWTC is not
responsible for Customer's inability to access emergency services, except to the extent caused by TVVTC's gross
negligence or willful misconduct.
ITN's Special Provisions
Each ITN requested by Customer hereunder, either at the time of this Service Order or thereafter, will be charged at the
applicable TWTC current tariff rate or posted price lists.
Toll Free Numbers (8xx) Special Provisions
Each Toll Free Number requested by Customer, either at the time of this Service Order or thereafter, will be charged at
the applicable TVVTC current tariff rate or posted price lists.
Long Distance
By subscribing to Long Distance Services(s) including use of minutes incorporated into bundled or integrated packages,
Customer acknowledges that it has selected TWTC as its IntraLATA and InterLATA Long Distance Toll Provider.
Minimum initial per call charge is $.01 (one cent), which will be applied to all long distance calls.
If 40% or more of Customer's long distance traffic results in TVVTC incurring inter - carrier compensation costs that are at
least 20% higher than Customer's contracted long distance rate, the Parties agree to enter into good faith negotiations to
increase the rate for Long Distance Services. If the Parties are not able to reach agreement regarding a new long distance
rate, TWTC may discontinue providing the Long Distance Services following ten days written notice without further
obligation.
For information regarding international toll blocking and international /offshore pricing for TWTC long distance Services
(including Alaska, Hawaii, Puerto Rico, US Virgin Islands and Guam), please refer to TWTC Interstate and International
Terms and Conditions /Price List documents available at www.twtelecom.com.
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Document No. 183466
Signature Block
telecom-
tw telecom holdings inc.
Customer:
City of Spokane Valle
Signature:
Si natur
Name: Angela Walker
Name: G-eLq
U-1 - U
In
Title: CRM
Title: f t S
a
Date:
Date: Al ?-I
z/
Sales Person: Jennifer Ragland / BuIIDog
Communications
Customer and the individual signing above represent that such individual has the authority to bind Customer to this
Agreement.
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Document No. 183466
Standard Terms and Conditions
These Standard Terms and Conditions ( "Agreement ") are entered into by tw telecom holdings inc., a Delaware
corporation, on behalf of itself and its wholly owned and state certified operating subsidiaries, (collectively "TWTC ") and
City of Spokane Valley, a Washington Corporation ( "Customer") and are effective upon execution by both Parties.
Customer and TWTC may be referred to individually as a "Party" or collectively as the "Parties ". TWTC is responsible for
the performance of its operating subsidiaries under this Agreement.
1. Service Orders: Customer may submit service orders to TWTC to purchase telecommunication and related services
under this Agreement ( "Service Orders "). The Service Orders describe the telecommunication and related services that
are available for purchase ( "Services "). Service Orders executed by the Parties together with this Agreement form the
final written agreement between the Parties, and can only be amended or modified in a written document executed by
both Parties. Services are subject to availability, and TWTC has the right not to accept a Service Order submitted by
Customer. If a Service Order has been accepted by TWTC, it will provide Services for the term set forth in the Service
Order and renewal periods ( "Service Term "). Upon expiration of a Service Term for a particular Service, the Service Term
will automatically renew for successive Month to Month terms unless terminated by either Party upon written notice
provided in accordance with Section 20 below at least thirty days prior to expiration of the then existing Service Term.
2. Term of Standard Terms and Conditions: The term of these Standard Terms and Conditions will commence upon
signature by both Parties and will continue to govern Service Orders entered into by the Parties unless and until the
Agreement is terminated in accordance with Sections 12 or 13 herein, or is otherwise superseded by a subsequent written
agreement between the Parties.
3. Cancellation, Modification or Expedition of Orders: "Cancellation ", "Modification" and "Expedite Charges"
referenced hereunder are posted to the TWTC Website (www.twtelecom.com) and are subject to modification by TWTC
effective upon posting to the TWTC Website.
(a) Cancellation. Customer may cancel a Service Order if the request is received in writing by TWTC prior to the planned
installation date, and TWTC shall have the right to assess a Cancellation Charge. If the request to cancel is received after
installation has begun, Customer must pay full termination liability as set forth in Section 14 below.
(b) Modification. Customer may request in writing the modification of any Service Order(s). Such request shall result in a
Modification Charge. If TWTC receives a written modification request for delay of installation less than 3 days prior to the
planned installation date, Customer must pay, in addition to the Modification Charge, the monthly recurring charge
( "MRC ") applicable to the delayed Service for the shorter of one billing month or the period from the original due date to
the requested installation date. TWTC reserves the right to limit the number of requests to delay the planned installation
date.
(c) Expedite. Customer may request an expedited installation date. If TWTC accepts the expedited installation date,
Customer must pay an Expedite Charge.
(d) Third Party Charges. In addition to the charges set forth in (a), (b) and (c) above, TWTC may bill Customer for third
party charges it incurs in order to complete Customer's request to cancel, modify, or expedite the Service Order.
4. TWTC Network, Access and Interconnection:
(a) Responsibilities. TWTC will own and control the telecommunications equipment, cable and facilities installed and
operated by TWTC for provision of the Services to Customer ( "TWTC Network "). The TWTC Network will remain TWTC's
personal property regardless of where located or attached. TWTC has the right to upgrade, replace or remove the TWTC
Network in whole or in part, regardless of where located, so long as the Services continue to perform. TWTC has the right
to limit the manner in which any portion of the TWTC Network is used to protect its technical integrity. Customer may not
alter, move or disconnect any parts of the TWTC Network and is responsible for any damage to, or loss of, the TWTC
Network caused by Customer's (or its end users') breach of this provision, negligence or willful misconduct. TWTC has no
obligation to install, maintain or repair any equipment owned or provided by Customer, unless otherwise agreed to in a
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executed by the Parties. If Customer's equipment is incompatible with the Service, Customer is responsible for any
special interface equipment or facilities necessary to achieve compatibility.
(b) Access. Customer must provide TWTC with access to its premises to install and maintain Services and TWTC's
Network. Customer must provide, at its expense, the following (collectively "Premise Requirements "): (i) appropriate
space, power and environmental conditioning; and (ii) reasonable access rights and /or rights of way from third parties, as
may be required for the installation and maintenance of the TWTC Network at and into Customer's premises. Customer
must pay a Modification Charge if Customer does not provide the Premise Requirements prior to the scheduled
installation date. In addition to the Modification Charge, TWTC may charge Customer for the reasonable time and
materials incurred and documented by TWTC that are incurred because of Customer's failure to timely provide the
Premise Requirements plus any third party charges assessed against TWTC. Customer must provide TWTC with a
contact and /or help desk number that can be reached 24 hours per day/7 days per week.
(c) Demarcation Point and Inside Wiring. TWTC shall be responsible for provisioning Service up to the Demarcation Point
and Customer is responsible for providing and maintaining any necessary wiring and facilities on Customer's side of the
Demarcation Point. "Demarcation Point" means the TWTC- designated physical interface between TWTC's Network and
Customer's equipment, which point shall be either (i) in the case of a Service terminating at a TWTC owned or controlled
premises, TWTC's designated distribution panel or network interface device located within such TWTC premises or (ii) in
the case of a Service terminating at Customer's premises, the distribution panel or network interface device located at the
common telecommunications ( "telco ") demarcation at the Customer or end -user premises (e.g., entry point for telco
facilities, telco closet or common telco room). If requested by Customer, TWTC may install, co- ordinate or otherwise
arrange for installing or obtaining from third parties, facilities on Customer's side of the Demarcation Point ( "Inside
Wiring "). Customer agrees to pay Time and Materials rates posted at www.twtelecom.com for any Inside Wiring
performed by TWTC personnel and agrees that TWTC may bill Customer for any third party charges it incurs to provide
such Inside Wiring.
(d) Letter of Authorization / Carrier Facility Assignment. If Customer intends to connect the Services to facilities that
neither it nor TWTC owns, it must provide TWTC with and maintain (for the Service Term) a current letter of authorization
and carrier facility assignment, as applicable.
5. Installation and Maintenance:
(a) Installation. TWTC will notify Customer when the Service has been successfully installed and is available for
Customer's use ( "Service Date "). Unless Customer notifies TWTC by the close of business on the Service Date that the
Service is not operational, the Service Term will commence. If Customer so notifies TWTC, the Service Date will not
occur and the Service Term will not commence until the Service is operating properly. The Service Date will not be
delayed or postponed due to problems with Customer's equipment or Customer's lack of readiness to accept or use
Service.
(b) Maintenance:
(i) Scheduled Maintenance. TWTC will monitor TWTC's Network 24 hours per day, 7 days per week. Scheduled
Maintenance will be performed between the hours of midnight and 6:00 a.m. (local time where the maintenance is being
performed) unless another time is agreed to by the Parties for the particular circumstance. TWTC will endeavor to provide
Customer with at least five business days notice before performing Scheduled Maintenance unless a shorter notice period
is required under the circumstances.
(ii) Emergency Maintenance. If TWTC has to perform maintenance outside of the Scheduled Maintenance window set
forth in Section 5(b)(i) above, then TWTC will provide as much prior notice to Customer as is practicable under the
circumstances.
6. Charges, Billing, Taxes and Payment:
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(a) Services are billed on a monthly basis commencing with the Service Date. Services are invoiced in advance, but
usage charges are invoiced in arrears. Any installation or other non - recurring charges, which are non - refundable, will
appear on the first monthly invoice.
(b) TWTC may require a deposit prior to the provision of any new Service. TWTC also may require a deposit as a
condition to its obligation to continue to provide Service(s) if Customer has failed to timely pay for Service(s) on two
occasions during any six month period.
(c) TWTC will invoice Customer for applicable Taxes (defined below) and, whenever possible, will identify such charges
as a separate line item on the invoice. Customer will be liable for Taxes which were assessed by or paid to an
appropriate taxing authority within the applicable statute of limitations period. If Customer fails to pay any Taxes properly
billed, then as between TWTC and Customer, Customer will be solely responsible for payment of the Taxes, and penalty
and interest.
"Tax" or "Taxes" mean any federal, state or local excise, gross receipts, value added, sales, use or other similar tax,
fee, tax -like fee or surcharge of whatever nature and however designated, imposed, or sought to be imposed, on or with
respect to purchases by Customer from TWTC for consideration under this Agreement or for TWTC's use of public streets
or rights of way, which TWTC is required or permitted by law or a tariff to collect from Customer; provided, however, that
the term "Tax" will not include any tax on TWTC's corporate existence, status, income, corporate property or payroll taxes.
If either Party is audited by a taxing or other governmental authority, the other Party agrees to cooperate reasonably by
responding to the audit inquiries in a proper, complete and timely manner. TWTC will cooperate, at Customer's expense,
with reasonable requests of Customer in connection with any Tax contest or refund claim. The Customer will ensure that
no lien is attached to or allowed to remain on any asset of TWTC as a result of any Tax contest. Customer will indemnify
and hold TWTC harmless against any liabilities, damages, losses, costs or expenses arising out of such Tax proceedings,
including without limitation any additional Taxes, interest, penalties and attorney's fees.
If Customer claims an exemption for any Taxes, Customer must provide TWTC with a proper tax exemption certificate as
authorized by the appropriate taxing authority. Customer must pay the applicable Taxes to TWTC until it provides TWTC
with a valid tax exemption certificate. If applicable law exempts a Service under this Agreement from a Tax, but does not
also provide an exemption procedure, then TWTC will not collect such Tax if Customer provides TWTC with a letter
signed by one of its officers: (i) claiming a right to the exemption; (ii) identifying the applicable law that allows such
exemption and does not require an exemption certificate; and (iii) agreeing to indemnify and hold TWTC harmless from
any tax, interest, penalties, loss, cost or expense asserted against TWTC as a result of its not collecting the Taxes from
Customer.
(d) Payment for all undisputed amounts due under this Agreement must be received by TWTC on or before the due date
specified on the bill ( "Due Date "). Any payment or portion thereof not received by the Due Date is subject to a late charge
on the unpaid amount at the lesser of 1.5% per month or the maximum rate permitted by law.
7. Disputes: If Customer disputes any charges, it must log the dispute by completing and submitting a dispute form via
TWTC's dispute website located at: http: // customers .twtelecom.com /disputes /, or by contacting TWTC's dispute telephone
line at 1- 800 - 829 -0420. All disputes must be submitted to TWTC in the manner specified above within 120 calendar days
of the date of the invoice associated with the disputed charges, or the invoice shall be deemed correct and all rights to
dispute such charges are waived. Withheld disputed amounts determined in favor of TWTC must be paid by Customer
within five (5) business days following written, electronic or telephonic notice of the resolution, and will bear interest at the
lesser of 1.5% per month or the maximum rate allowed by law from the Due Date until the date paid.
8. Service Levels / Service Outage Credits:
(a) Service Level Agreement ( "SLA "). The SLAB provided by TWTC are set forth at
http: / /tvAelecom gyrohsrclients com /support- information/ customer - resources /Product- Resources /. The SLAs identify the
applicable performance metrics and Service Outage credit tables. If a specific SLA is not identified on the website for a
particular Service, then credits for Service Outages exceeding thirty (30) minutes will be calculated on a pro rata basis, i.e.
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credits will be calculated by multiplying the duration of the Service Outage by the applicable MRC, divided by the monthly
period.
(b) Service Outage Definition. A "Service Outage" is defined as either: (a) material non - compliance with a specific
performance metric in a service level agreement and such non - compliance is caused by TUVTC's Network; or (b) a
complete loss of transmission or reception capability for a Service caused by TVVTC's Network.
(c) Reporting and Tracking of Service Outages. If there is a Service Outage, Customer must contact TWTC's Customer
Network Reliability Center ( "CNRC ") at 800 - 829 -0420 and TWTC will open a trouble ticket and provide Customer with a
trouble ticket number for tracking purposes.
(d) Duration of Service Outage and Application of Credits. For the purpose of calculating applicable credits, a Service
Outage begins when Customer reports the Service Outage to TWTC's CNRC, and ends when the Service is restored.
Service Outages do not include outages and failures caused by the equipment, acts or omissions of Customer, third
parties, Force Majeure events, or outages occurring during scheduled or emergency maintenance. The duration of a
Service Outage does not include any time during which TWTC is not allowed access to the premises necessary to restore
the Service. Credits for Service Outages are only issued if requested by Customer, and such requests must be submitted
to TWTC within 120 days from the date Service is restored.
(e) Chronic Trouble Services. If two Service Outages have occurred on a particular Service during a 30 -day period, and a
third Service Outage occurs within thirty days following the second Service Outage, Customer may terminate the
applicable Service without early termination liability provided that Customer supplies TWTC with a written termination
notice no later than thirty days following the third Service Outage.
(f) Remedies. Notwithstanding anything to the contrary in this Agreement, the remedies set forth in the service level
agreement and in Sections 8(a) and 8(e) of this Agreement constitute Customer's sole and exclusive remedy for Service
Outages.
(g) Service Outages Not Caused by TWTC's Network. If TWTC responds to a service call initiated by Customer, and
TVVTC reasonably determines that the cause of the problem is: (i) not due to TWTC's Network; or (ii) on Customer's side
of the Demarcation Point, Customer must compensate TVVTC for the service call at TWTC's then prevailing Time and
Materials rates posted at www.twtelecom.com.
9. Governmental Regulation - Changes:
(a) This Agreement is subject to all applicable federal, state and local laws, rules and regulations, and each Party must
comply with them in performing its obligations hereunder. To the extent any provision herein conflicts with any applicable
law, rule or regulation, such law, rule or regulation will supersede the conflicting provision.
(b) TWTC may discontinue or impose additional requirements to the provision of Service, upon 15 days written notice, if
necessary to meet regulatory requirements or if such requirements have a material, adverse impact on the economic
feasibility of TWTC providing the Service. Customer is not responsible for the termination liability set forth in Section 14
below if TWTC discontinues the Service under this subsection.
10. Indemnification: Each Party ( "Indemnitor") shall indemnify, defend and hold harmless the other Party ( "Indemnitee ")
from all losses or damages arising from or related to bodily injury or physical damage to tangible property caused by the
negligence or willful misconduct of Indemnitor. Customer shall indemnify, defend and hold TWTC harmless from all losses
or damages arising from Customer's violation of third parry intellectual property rights, all claims of any kind by
Customer's end users, or any act or omission of Customer associated with any Service.
11. Limitation of Liability: Except for the Parties' respective obligations set forth in Section 14 herein, neither Party is
liable to the other for indirect, consequential, special, incidental, or punitive damages of any kind or nature whatsoever
(including without limitation lost profits, lost revenues, lost savings, lost opportunity or harm to business), whether or not
foreseeable, whether or not the Party had or should have had any knowledge, actual or constructive, that such damages
might be incurred, and regardless of the form of action, nature of the claim asserted or the frustration of either Party's-
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purpose. Indirect damages include, but are not limited to, damages of the kinds specified in the preceding sentence that
are incurred by a third party and are asserted against a Party (including attorneys' fees and expenses). TWTC's liability to
Customer for direct damages may not exceed one month's calculation of the applicable MRCS regardless of the form of
action, nature of the claim asserted or the frustration of either Party's purpose. TWTC has no liability for the content of
information that Customer passes through TWTC's Network, Customer's transmission errors, or any failure to establish
connections outside of the TWTC Network.
12. Termination by TWTC:
(a) Termination With Notice. TWTC may disconnect all Service(s) associated with a delinquent account upon ten (10)
days written notice for Customer's failure to pay amounts due under this Agreement which remain uncured at the end of
the notice period; or upon thirty (30) days written notice for: (i) Customer's breach of a non - economic, material provision of
this Agreement or any law, rule or regulation governing the Services which remains uncured at the end of the notice
period; (ii) Customer's insolvency, bankruptcy, assignment for benefit of creditors, appointment of trustee or receiver;
and /or (iii) any governmental prohibition or required alteration of the Services.
(b) Termination Without Notice. TWTC may terminate or suspend Services without notice if: (i) necessary to protect
TWTC's Network; (ii) TWTC has reasonable evidence of Customer's illegal, improper or unauthorized use of Services; or
(iii) required by legal or regulatory authority.
(c) Post Termination. Any termination or disconnection shall not relieve Customer of any liability incurred prior to such
termination or disconnection, or for payment of unaffected Services. TWTC retains the right to pursue all available legal
remedies if it terminates this Agreement or disconnects Service(s) in accordance with this Section. All terms and
conditions of this Agreement shall continue to apply to any Services not so terminated, regardless of the termination of
this Agreement. If TWTC terminates Service in accordance with this section, and Customer wants to restore such Service,
Customer first must pay all past due charges, a reconnection charge and a deposit equal to 2 months' recurring charges.
All requests for disconnection will be processed by TWTC in 30 days or less. Customer must pay for Services until such
disconnection actually occurs.
13. Termination by Customer: Customer may terminate this Agreement and /or any Service Order hereunder upon thirty
(30) days prior written notice, without incurring termination liability, for TWTC's (i) breach of any material provision of this
Agreement, or any law, rule or regulation that affects Customer's use of Service(s), which remains uncured at the end of
the notice period and /or (ii) insolvency, bankruptcy, assignment for the benefit of creditors, appointment of trustee or
receiver or similar event.
14. Termination Liability: If TWTC terminates this Agreement or any Service Order(s) pursuant to Section 12 above
(other than subsections a(iii) and /or b(iii)), or if Customer terminates this Agreement or any Service Order(s) for any
reason other than pursuant to Section 13 above, all MRCs associated with the terminated Service(s) for the balance of the
applicable Service Term shall become immediately due and payable.
15. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, not to be
unreasonably conditioned, withheld or delayed, except that: (1) TWTC may assign its rights and /or obligations hereunder
(a) to its parent, affiliates or subsidiaries, (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all or
substantially all its assets, or (c) for purposes of financing; and (2) Customer may assign its rights and /or obligations
hereunder (a) to its parent, affiliates or subsidiaries, or (b) pursuant to any merger, acquisition, reorganization, sale or
transfer of all or substantially all its assets, provided that any assignment by Customer pursuant to this exception is
subject to the following conditions: (i) the proposed assignee satisfies TWTC's credit and deposit standards; (ii) Customer
has fully paid for all Services through the date of assignment; and (iii) the proposed assignee agrees in writing to be
bound by all provisions of this Agreement.
16. Entire Agreement: This Agreement, together with the Service Order(s) and applicable tariffs set forth the entire
agreement with respect to the subject matter hereof, and supersede all prior agreements, promises, representations, and
negotiations between the Parties. If there is a conflict, the Service Order shall prevail over this Agreement and any
applicable tariff shall prevail over both. Modifications, amendments, supplements to or waivers of this Agreement must be
in writing and executed by both Parties.
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17. Force Majeure: Either Party shall be excused from performance if inability to perform is due to a cause or causes
beyond such Party's reasonable control, including without limitation, acts of God, fire, explosion, vandalism, acts of
terrorism, cable cuts caused by a third party, adverse weather conditions, labor strikes and governmental action ( "Force
Majeure"). If such inability to perform continues for sixty days or longer, the other Party may terminate the affected
Services. Customer's invocation of this clause does not relieve Customer of its obligation to pay for Services actually
received.
18. Governing Law - Litigation: The interpretation of the rights and duties of the Parties and any claim, controversy or
dispute arising under or related to this Agreement shall be governed by and subject to the laws of the State of Colorado
excluding its principles of conflicts of law. If litigation is commenced to enforce this Agreement, the prevailing Party is
entitled to reimbursement of its costs and attorneys' fees from the other Parry.
19. Headings: Headings herein are for convenience only and are not intended to have substantive significance in
interpreting this Agreement.
20. Notices: Any notice required under this Agreement must be in writing and be delivered to the receiving Party at the
addresses listed below (i) in person, (ii) by certified mail with return receipt requested, or (iii) by overnight courier. A
notice is deemed given (i) when delivered, if personally delivered, (ii) at the time indicated on the return receipt, if
delivered by certified mail, or (iii) at the time the party or its representative executes the delivery receipt, if delivered via
courier. TWTC must provide such notice to Customer's billing address, and Customer must provide such notice to TWTC
at 10475 Park Meadows Drive, Littleton CO 80124, Attn: Deputy General Counsel, except that if Customer is
disconnecting Services for any reason, it must deliver notice to TWTC either by facsimile to 303 - 803 -9638 or by
email to "CustomerCare(a)twtelecom.com ". Notice by facsimile or email is deemed given when delivered.
21. No Waiver: Either Parry's failure to enforce any provision or term of this Agreement shall not be construed as a future
or continuing waiver of such provision or term of this Agreement.
22. Public Releases, Use of Name: Neither Party may issue a news release, public announcement, advertisement or
other form of publicity regarding this Agreement nor the Services provided hereunder without the prior written consent of
the other Party. Customer may not use TWTC's name, logo or service mark without TWTC's prior written consent.
TWTC may use Customer's name and logo in materials presented to analysts and investors.
23. Representations and Warranties: Each Parry represents and warrants that it, and the person signing on its behalf,
is fully authorized to enter into this Agreement. TWTC represents and warrants that the Services will be performed by
qualified and trained personnel. TWTC does not guarantee, represent or warrant that the Service(s) will be without
interruption. TWTC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN
FACT OR BY OPERATION OF LAW, AND DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR OR ORDINARY PURPOSE.
24. Severability: If any provision hereunder is declared or held invalid, illegal or unenforceable, this Agreement will be
revised only to the extent necessary to make such provision(s) legal and enforceable, or if impossible, the unaffected
portions of this Agreement shall remain in full force and effect so long as the Agreement remains consistent with the
Parties' original intent.
26. Survival: The terms and conditions of this Agreement will survive the expiration or termination of this Agreement to
the extent necessary for their enforcement and for the realization of the benefit thereof by the Party in whose favor they
operate.
26. Relationship of Parties; No Third Party Beneficiaries: The Parties are independent contractors, and nothing herein
creates or implies an agency, joint venture or partnership relationship between the Parties. This Agreement shall bind and
inure to the benefit of TWTC, Customer, and permitted successors and assigns. The Parties do not intend to create any
rights for the benefit of any third parties.
Terms and Conditions tw telecom — Confidential Page 6 of 7
telecom-
Document No. 183466
27. Confidentiality: Each Party may disclose confidential information to the other Party in connection with this
Agreement. Confidential information includes this Agreement, Service Orders, Service Level Agreements, all pricing
information and any other information that is marked confidential or bears a marking of like import, or that the Party
disclosing such information states is confidential and then confirms such confidentiality in writing within ten (10) days
( "Confidential Information "). Confidential Information may only be used in connection with performance under this
Agreement. Confidential Information may not be disclosed except to those employees or affiliates of the receiving Party
who have a need to know, or to consultants or subcontractors of the receiving Party who agree to be bound by this
Section. Confidential Information does not include information that is generally available to the public through no
wrongful act of the receiving Party or is independently developed by the receiving Party. Upon termination or expiration of
this Agreement, the receiving Party will return the Confidential Information or destroy it. The obligations of this provision
will survive for five years after the termination or expiration of this Agreement.
Signature Block
tw telecom holdings Inc.
Customer: City of Spokane Valle
Signature:
Si na
Nan
T
Title:
Name: Angela Walker
Title: CRM
Date:
Date:
Sales Person: Jennifer Ragland / BuIIDog
Communications
Customer and the individual signing above represent that such individual has the authority to bind Customer to this
Agreement.
Terms and Conditions tw telecom — Confidential Page 7 of 7
Document No. 183466
Jtelecom..
27. Confidentiality: Each Party may disclose confidential information to the other Party in connection with this
Agreement. Confidential information includes this Agreement, Service Orders, Service Level Agreements, all pricing
information and any other information that is marked confidential or bears a marking of like import, or that the Party
disclosing such information states is confidential and then confirms such confidentiality in writing within ten (10) days
( "Confidential Information "). Confidential Information may only be used in connection with performance under this
Agreement. Confidential Information may not be disclosed except to those employees or affiliates of the receiving Party
who have a need to know, or to consultants or subcontractors of the receiving Party who agree to be bound by this
Section. Confidential Information does not include information that is generally available to the public through no
wrongful act of the receiving Party or is independently developed by the receiving Party. Upon termination or expiration of
this Agreement, the receiving Party will return the Confidential Information or destroy it. The obligations of this provision
will survive for five years after the termination or expiration of this Agreement.
Signature Block
tw telecom holdings inc.
Customer: City
of S okane Valle
Signature:
Si natur
Name: Angela Walker
Name:
Title: CRM
Title: —
Date:
Date: 2!
Sales Person: Jennifer Ragland / BuIIDog
Communications
Customer and the individual signing above represent that such individual has the authority to bind Customer to this
Agreement.
Terms and Conditions tw telecom — Confidential Page 7 of 7