HomeMy WebLinkAboutInternet Network Services AgreementComeast Business Communications, LLC
Network Services Agreement
This Agreement (`Agreement") is made on the 27th day of February, 2012 ("Effective Date") by and between Comcast
Business Communications, LLC (`Company" or "Comcast"), a Delaware limited liability company, with offices located at
One Comcast Center, Philadelphia, PA 19103 and City of Evanston (`Customer"), with offices located at 2100 Ridge
Avenue Evanston, IL 60201. Herein, the above shall be collectively referred to as the "Parties" and individually as "Party"
Description of Services to be provided by Company to Customer:
200 Mbps Ethernet Dedicated Internet (EDI") Services at the sites set forth in Schedules A and B attached hereto.
100 Mbps Ethernet Network Services ("ENS") at the sites set forth in Schedules A and B attached hereto.
(Term of Agreement (months): Sixty (60) Agreement Number: IL-12031-022712-02
(Non -Recurring Charges ("NRC"): $12,000.00 IMonthly Recurring Charges ("MRC"): $3,278.00
(Any Additional Charges/Explanation:
Number of Sites: Three (3) Estimated Service Date: Ninety (90) to one -hundred twenty (120)
days after mutual execution of Agreement.
Notes / Comments: The mutual execution of this new Network Services Agreement No. IL-12031-022712-02 shall
commence the termination, in full and without penalty, of the Network Services Agreement No. IL-12031-120611-01
between the Parties. Such termination shall take effect upon the Service Date for the Services under the new Agreement.
In the event this Network Services Agreement No. IL-12031-022712-02 is not mutually executed, the former Network
Services Agreement No. IL-12031-120611-01 shall remain in full force and effect.
ISales Person: Maria Azada (Telephone Number: (773) 447-8487
(General Manager: Jeff Cobb ITelephone Number: (773) 394-8684
(Customer Contact: Bruce Slown ITelephone Number: (847) 866-2921
This Network Services Agreement sets forth the terms and conditions under which Comcast Business Communications. LLC
and its operating affiliates ('Comcast") will provide the Services identified above to Customer. This Comcast Network
Services Agreement consists of this document ("Cover Page"), the standard Comcast Business Communications, LLC General
Tennis and Conditions ("General Terms and Conditions"), and Schedules A and B ("Schedules"), and any jointly executed
amendments ('Amendments"), collectively referred to as the "Agreement". In the event of any inconsistency among these
documents, precedence will be as follows: (1) Amendments, (2) General Terms and Conditions, (3) this Cover Page, and (4)
Schedules. This Agreement shall commence and become a legally binding agreement upon Customer's execution of this Cover
Page. The Agreement shall terminate as set forth in the General Terms and Conditions. All capitalized terms not defined on
this Cover Page shall have the definitions given to them in the General Terms and Conditions.
All modifications to the Agreement, if any, must be captured in a written Amendment, executed by an authorized Comcast
Vice President and the Customer. All other attempts to modify the Agreement shall be void and non -binding on Comcast.
Customer, by signing below, agrees and accepts the terms and conditions of this Agreement.
City of Evanston Comcast Business Communications, LLC
(Signature:
(Printed Name: poQ Iu rW (C Z
(Title: C In/ )(N i9-).1/q (O yl
(Date: '3 5_- f >
Approved as to form,.
A1V_
W. Grant Farrar
Gorporatlon Counsel
Signature:
Printed Name:
Title:
Date:
Page I of 6
cv.8.3 / 2009 CONFIDENTIAL and PROPRIETARY
Job Id: 15143 AW
COMCAST BUSINESS COMMUNICATIONS, LLC
GENERAL TERMS AND CONDITIONS
SECTION 1 - SCOPE OF SERVICE
1.1 Company will provide to Customer the Service at the prices set forth in
the attached Schedule A, and to the location(s) set forth in Schedule B, both
attached hereto ("Buildings"). The Service is provisioned by utilizing fiber
optic cable, associated with electronics and other equipment ("Network") '
"Network"),
which transports and distributes digital signals in a standards based Internet
Protocol (IP) format for standards based IP applications to Customer's
Buildings identified in the attached Schedule B and at the transmission level
designated in Schedule A attached hereto. The Network is provisioned into
Customer's Building at the point of interconnection between the Network
and Customer's provided equipment located at Customer's Building
("Demarcation Point").
1.2 The Service does not include connection to the public switched network
building wire, any Local Area Networks ("LANs"), Customer Premise
Equipment ("CPE"), IP addressing capability, firewalls or any other
equipment, electronics, or wiring required on the Customer's side of the
Demarcation Point.
1.3 Upon the request of Customer, Company will consider providing other
services to Customer at terms, conditions, and prices to be mutually agreed
upon in writing between the Parties.
SECTION 2 - INSTALLATION OF NETWORK
2.1 Customer, at no cost to Company, shall secure throughout the term of
Service any easements, leases or other agreements necessary to allow
Company to use existing pathways into and in each Building to the
Demarcation Point for the Service.
2.2 Subject to the terms of this Agreement, and at no cost to Company,
Customer shall provide adequate environmentally controlled space and
electricity required for installation, operation, and maintenance of the
Network used to provision the Service within each Building.
2.3 Company and its employees, agents, lessees, officers and its authorized
vendors will require free ingress and egress into and out of the Buildings in
connection with the provision of Services. Upon reasonable notice from
Company, Customer shall assist Company in accessing each Building.
2.4 If the presence of asbestos or other hazardous materials exists or is
detected, Customer must have such hazardous materials removed
immediately at Customer's expense or notify Company to install the
applicable portion of the Network in areas of any such Building not
containing such hazardous material. Any additional expense incurred as a
result of encountering hazardous materials, including but not limited to, any
additional equipment shall be borne by Customer.
2.5 Company shall have no obligation to install, operate, or maintain
Customer -provided facilities or equipment.
2.6 Customer shall be responsible for providing maintenance, repair,
operation and replacement of all wire, cable facilities on the Customer's side
of the Demarcation Point. Any CPE and wiring that Customer uses in
connection with the Service shall be compatible with the Network.
2.7 Customer shall use reasonable efforts to maintain its property and
Buildings in a manner that preserves the integrity of the Service and shall
promptly notify Company of any event that affects such integrity including
but not limited to damage to the Network.
2.8 At such time as Company completes installation and connection of the
necessary facilities and equipment to provide the Service, Company shall
then notify Customer in writing that the Service is available for use and the
date of such notice shall be the "Service Date". The current notice form is
called the Billing Information Form ("Billing Form"). Company may update,
modify or replace the service notification form from time to time without
notice to Customer.
2.9 Any other failure on the part of Customer to be ready to receive Service
or any refusal on the part of Customer to receive Service, shall not relieve
Customer of its obligation to pay charges for any Service that would
otherwise be available for use.
2.10 Customer -Provided Equipment (CPE). Company shall have no
obligation to install, operate, or maintain CPE. Customer alone shall be
responsible for providing maintenance, repair, operation and replacement of
all inside telephone wiring and equipment and facilities on the Customer's
side of the Demarcation Point. All CPE and wiring that Customer uses in
connection with the Services must be fully compatible with the Services.
Customer shall be responsible for the payment of all charges for
troubleshooting, maintenance or repairs attempted or performed by
Company's employees or authorized contractors when the difficulty or
trouble report results from CPE.
SECTION 3 - OWNERSHIP, IMPAIRMENT, AND REMOVAL OF
THE NETWORK
3.1 The Network is and shall remain the property of Company regardless of
whether installed between, within or upon the Buildings and whether installer
overhead, above, or underground and shall not be considered a fixture or an
addition to the land or the Buildings located thereon. Customer agrees that it
shall take no action that directly or indirectly impairs Company's title to the
Network, or exposes Company to any claim, lien, encumbrance, or legal
process, except as otherwise agreed in writing by the Parties. Nothing in this
Agreement shall preclude the Company from using the Network for services
provided to other Company customers.
3.2 For a period of twelve (12) months following Company's discontinuance
of Service to the Buildings, Company retains the right to remove the Network
including, but not limited to, that portion of the Network that is located in the
Buildings. To the extent Company removes such portion of the Network, it
shall be responsible for returning the Buildings to their prior condition,
reasonable wear and tear excepted.
SECTION 4 - COMPENSATION; PAYMENT
4.1 The Non -Recurring Charges ("Non -Recurring Charges" or "NRC") and
Monthly Recurring Charges ("Monthly Recurring Charges" or "MRC") for
the Service is set forth in the attached Schedule A and on the first page of the
Agreement. Upon installation of Services, Company shall immediately
invoice Customer for the NRC and Customer shall pay Company one handier
percent (100%) of the NRC. Unless otherwise stated in this Agreement,
Company will invoice Customer in advance on a monthly basis for all
Monthly Recurring Charges arising under the Agreement. Payment will be
considered timely made to Company if received within thirty (30) days after
the invoice date set forth in the invoice. Any charges not paid to Company
within such period will be considered past due. In the event the Service Date
is not the first day of the billing period, the first Recurring Charge shall also
include the pro rated in arrears charges for Services from date of installation
to the date of first billing,
4.2 Any payment not made when due will be subject to a late charge of 1.5°i
per month or the highest rate allowed by law on the unpaid invoice, whicheve
is lower.
4.3 Except for taxes based on Company's net income, and except to the
extent Customer provides a valid tax exemption certificate prior to the
delivery of Service, Customer shall be responsible for the payment of any and
all applicable local, state, and federal taxes (however designated) levied upon
the sale, installation, use or provision of Service. Further, Company reserves
the right to invoice Customer for the costs of any fees or payment obligations
Page 2 of 6
cv.8.3 / 2009 CONFIDENTIAL and PROPRIETARY
Job Id. 15143 At1W
stemming from an order, rule, or regulation of the FCC, a public service
commission or a court of competent jurisdiction with respect to the Services,
including, without limitation, universal service fund charges, or as otherwise
needed to recover amounts that Company is required by government or quasi.
governmental authorities to collect from or to pay to others in support of
statutory or regulatory programs, including, without limitation, franchise fees
and right-of-way fees. It will be the responsibility of Customer to pay any
such taxes and fees that subsequently become applicable retroactively.
4.4 In the event that any newly adopted law, rule, regulation, or judgment
increases Company's costs of providing Services, Customer shall pay
Company's additional costs of providing Services under the new law, rule,
regulation or judgment.
SECTION 5 - TERM
Unless sooner terminated as provided herein, the term of this Agreement shall
be for Sixty (60) months from the Service Date ("Term"). In the case of
multiple Service Dates, the Term shall be Sixty (60) months from the last
Service Date. Upon the expiration of the Term, this Agreement shall
automatically renew for successive periods of one (1) year each ("Renewal
Term(s)"), unless prior notice of non -renewal is delivered by either Party to
the other at least thirty (30) days before the expiration of the Service Term or
the then current Renewal Term. Effective at any time after the end of the
initial Service Tenn and from time to time therein, Company may modify the
charges for the Services to reflect then -current prevailing pricing subject to
thirty (30) days prior notice to Customer. Customer will have thirty (30) days
from receipt of such notice to cancel the applicable Service without further
liability. Should Customer fail to cancel within this tirreframe, Customer will
be deemed to have accepted the modified Service pricing for the remainder of
the Renewal Tenn.
SECTION 6 - TERMINATION WITHOUT FAULT; DEFAULT
6.1 Notwithstanding any other term or provision in this Agreement,
Customer shall have the right, in its sole discretion, to terminate this
Agreement at any time during the Term, or any Renewal Term, upon (i) sixty
(60) days prior written notice to Company and (ii) the payment of 100%of
the remaining Retuning Charges ("Termination Charges") payable to
Company within ten (10) days following termination of the Agreement
("Termination Charges").
6.2 (a) Company may, in its sole discretion, immediately terminate this
Agreement in the event that it is unable to provide Service due to any law,
rule, regulation, Force Majeure event, or judgment of any court or govemmen
agency. If Company terminates the agreement under this subsection 6.2(a),
Customer shall have no obligation to pay any remaining Monthly Retuning
Charges as a result of Termination by the Company, with the exception of
any past due amounts.
(b) Any breach of Article 9A shall be deemed a material breach of this
Agreement. In the event of such material breach, Company shall have the
right to restrict, suspend, or terminate immediately any or all Service, without
liability on the part of Company, and then to notify Customer of the action
that Company has taken and the reason for such action, in addition to any and
all other rights and remedies under this Agreement. In the event Company
terminates service under this subsection 6.2(b), Customer shall be responsible
for the payment of all past due amounts and Termination Charges in addition
to any other remedies as identified in section 6.4.
6.3 In the event of default, either Party may terminate this Agreement. A
"default" exists under this Agreement upon the following events:
(i) either Party's failure to meet or perform any material term, provision,
covenant, agreement, or obligation contained in this Agreement; provided tha
the non -defaulting Party so advises the defaulting Party in writing of the even
of default and the defaulting Party does not remedy the default within thirty
(30) days after written notice thereof; or
(ii) either Party's insolvency or initiation of bankruptcy or receivership
proceedings by or against the Party.
(if) Customer is in breach of a payment obligation and fails to make
payment in full within ten (10) days after receipt of written notice of default.
6.4 The non -defaulting Party shall be entitled to all available legal and
equitable remedies for such breach.
6.5 In addition to the remedies set forth in Section 6.4 above; Company shal
be entitled to Termination Charges for any Customer Default.
SECTION 7 - SERVICE RESPONSE TIMES
7.1 Maintenance Service consists of the repair or replacement, at Company';
option, of any portion of the Network that is malfunctioning. Company will
maintain the Network twenty-four (24) hours a day, seven (7) days per week,
every day of the year.
7.2 In the event that Company, in responding to a Customer -initiated service
call, determines that the reason for such service call is due to Customer -
provided equipment or Customer's actions or omissions, acts or omissions of
third parties with whom Customer has any type of relationship, Customer
shall compensate Company for Company's costs of such service call at the
rate of $50.00 per half hour and $150.00 per truck roll charge.
SECTION 8 - LIMITATIONS ON WARRANTIES AND LIABILITY
8.1 COMPANY WILL NOT BE LIABLE TO CUSTOMER FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE OR
CONSEQUENTIAL DAMAGES, WHETHER OR NOT
FORESEEABLE, OF ANY KIND INCLUDING BUT NOT LIMITED
TO ANY LOSS REVENUE, LOSS OF USE, LOSS OF BUSINESS, OR
LOSS OF PROFIT WHETHER SUCH ALLEGED LIABILITY
ARISES IN CONTRACT OR TORT. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY'S
AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES
OF ANY KIND UNDER THIS AGREEMENT WILL NOT EXCEED,
1N AMOUNT, A SUM EQUIVALENT TO THE APPLICABLE OUT -
OF -SERVICE CREDIT.
8.2 THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
8.3 Company's liability for mistakes, errors, omissions, interruptions,
delays, outages, or defects in transmission or switching of any Service
(individually or collectively, "Liability"), excluding any Liability caused by
force majeure events or Customer actions, omission or equipment, shall be
limited solely to 1/30th of the Monthly Recurring Charge, for the affected
portion of the Service, for one or more Liabilities of at least two (2) hours in
duration in any 24-hour period that is not coincident with any other Liability,
("Credit"), provided that the Liability is reported by Customer during the
duration of the Liability.
8.4 Company shall not be liable for any act or omission of any other
company or companies furnishing a portion of the Service including, but not
limited to, the inability of a supplier to provide equipment in a timely manner
for Network, or for damages associated with services, facilities, or equipment
which it does not furnish, including, but not limited to, damages which result
from the operation of Customer's system, equipment or facilities. In no event
shall Company, its affiliates, its/their employees agents, contractors,
merchants, or licensors be liable for any loss, damage or claim arising out of
or related to: (1) stored, transmitted, or recorded data, files, or software. (i.e.,
Customer is advised to back up all data, files and software prior to the
installation of service and at regular intervals thereafter); (2) interoperability,
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ev 8.3 / 2009 CONFIDENTIAL and PROPRIETARY
Job Id: 15143 At40
interaction or interconnection of the Service provided under this Agreement
with applications, equipment, services or networks provided by Customer or
third parties.
8.5 Neither Customer nor its agents or independent contractors shall offer
third parties warranties or representations for the Service which would
obligate or otherwise bind Company beyond any warranty or representation
expressly set forth in this Agreement.
8.6 Customer is prohibited from reselling Company -provided Services in
any way. Customer, its employees, agents and independent contractors shall
not use the Network to provide any product or Service that directly or
indirectly competes with any product or Services provided by the Company
(Non -Compete)
SECTION 9 - INDEMNIFICATION
9.1 Subject to Section 8, each Party ("Indemnifying Party") will indemnify
and hold harmless the other Party ("Indemnified Party"), its affiliates,
officers, directors, employees, stockholders, partners, independent contractors
and agents from and against any and all joint or several costs, damages,
losses, liabilities, expenses, judgments, fines, settlements and any other
amount of any nature, including reasonable fees and disbursements of
attorneys, accountants, and experts (collectively, "Damages"), arising from
any and all claims, demands, actions, suits, or proceedings whether civil,
criminal, administrative, or investigative (collectively, "Claims") relating to:
(i) Any Claim of any third party resulting from the gross negligence or
willful act or omission of Indemnifying Party arising out of or related to this
Agreement, the obligations hereunder, and uses of Services; and
(ii) Any violation of this Agreement by the Indemnifying Party or any
violation of any law, rule, regulation, or order of any governmental authority
having jurisdiction over any aspect hereof, or in violation of any patent, right,
license, agreement, or certificate relating to the subject matter hereof.
9.2 The Indemnifying Party agrees to defend the Indemnified Party for any
loss, injury, liability, claim or demand ("Actions") that is the subject of this
Section 9. The Indemnified Party agrees to notify the Indemnifying Party
promptly, in writing, of any Actions, threatened or actual, and to cooperate in
every reasonable way to facilitate the defense or settlement of such Actions.
The Indemnifying Party shall assume the defense of any Action with counsel
reasonably satisfactory to the Indemnified Party. The Indemnified Party may
employ its own counsel in any such case, and shall pay such counsel's fees
and expenses. The Indemnifying Party shall have the right to settle any claim
for which indemnification is available; provided, however, that to the extent
that such settlement requires the Indemnified Party to take or refrain from
taking any action or purports to obligate the Indemnified Party, then the
Indemnifying Party shall not settle such claim without the prior written
consent of the Indemnified Party, which consent shall not be unreasonably
withheld, conditioned or delayed.
SECTION 9A - USE POLICIES
9A.1 Customer agrees to ensure that all uses of the Services installed at its
premises ("use") are legal and appropriate. Specifically, Customer agrees to
ensure that all uses by Customer or by any other person ("user"), whether
authorized by Customer or not, comply with all applicable laws, regulations,
and written and electronic instructions for use. Company reserves the right to
act immediately and without notice to terminate or suspend the Services
and/or to remove from the Services any information transmitted by or to
Customer or users, if Company (i) determines that such use or information
does not conform with the requirements set forth in this Agreement, (ii)
determines that such use or information interferes with Company's ability to
provide the Services to Customer or others, or (iii) reasonably believes that
such use or information may violate any laws, regulations, or written and
electronic instructions for use. Furthermore, to the extent Customer purchases
Internet bandwidth services, such Services shall be subject to Company's
Acceptable Use Policies ("AUP") that may limit use. The AUP and other
policies conceming the Services are posted http://www.comcast.com/business
or on another web site about which Customer has been notified, and are
incorporated to this Agreement by reference. Company may update the use
policies from time to time, and such updates shall be deemed effective seven
(7) days after the update is posted online, with or without actual notice to
Customer. Accordingly, Customer should check the above web addresses (or
the applicable successor URLs) on a regular basis to ensure that its activities
conform to the most current version of the use policies. Company's action or
inaction in enforcing acceptable use shall not constitute review or approval of
Customer's or any other users' use or information.
9A.2 Violation. Any breach of this Article 9A shall be deemed a material
breach of this Agreement. In the event of such material breach, Company
shall have the right to restrict, suspend, or terminate immediately any or all
Service, without liability on the part of Company, and then to notify Custome
of the action that Company has taken and the reason for such action, in
addition to any and all other rights and remedies under this Agreement.
SECTION 10 - INSURANCE
10.1 Company shall maintain during the Initial Term or any Renewal Term
commercial general liability insurance that covers its liability and obligations
hereunder including premises operations, broad -form property damage,
personal injury hazards and contractual liability.
10.2 Customer shall maintain during the Initial Term or any Renewal Term
commercial general liability insurance that covers its liability and obligations
hereunder including premises operations, broad -form property damage
(including, if appropriate, flood damage), personal injury hazards and
contractual liability.
10.3 The liability limits under these policies shall be one million
($1,000,000) dollars per occurrence, with a combined single limit for bodily
injury and property damage liability.
SECTION 11 - ASSIGNMENT
11.1 Neither Party shall assign any right, obligation or duty, in whole or in
part, or of any other interest hereunder, without the prior written consent of
the other Party, which shall not be unreasonably withheld. The foregoing
notwithstanding, Company may assign this Agreement to any affiliate, relater
entity, or successor in interest without Customer's consent. In addition,
Company may partially assign its rights and obligations hereunder to any
party which acquires from Company all or substantially all of the assets of
cable franchise(s) in which the Service is deployed to Customer.
11.2 All obligations and duties of either Party under this Agreement shall be
binding on all successors in interest and assigns of such Party.
SECTION 12 - FORCE MAJEURE
Neither Party shall be held liable for any delay or failure in performance of
any part of this Agreement from any cause beyond its control and without its
fault or negligence, such as acts of God, acts of civil or military authority, act
of terrorism, government regulations, embargoes, epidemics, war, terrorist
acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents,
floods, power blackouts, unusually severe weather conditions, inability to
secure products or services of other persons or transportation facilities, or acts
or omissions of transportation common carriers.
SECTION 13 - SEVERABILITY
In the event that any one or more of the provisions in this Agreement shall for
any reason be held invalid, unenforceable, or void in any respect under the
laws of the jurisdiction governing the entire Agreement, such provision(s)
shall be construed so as to render it enforceable and effective to the maximum
extent possible in order to effectuate the intention of this Agreement; and the
validity, legality, and enforceability of the remaining provisions hereof shall
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ev.8.3 / 2009 CONFIDENTIAL and PROPRIETARY
Job Id: 15143 AV
not be affected or impaired.
SECTION 17 — NOTICES
SECTION 14 - THIRD -PARTY BENEFICIARIES
No provision in this Agreement is intended, nor shall any be interpreted, to
provide any person not a Party to this Agreement with any remedy, claim,
liability, reimbursement, cause of action or create any other third party
beneficiary rights against Company.
SECTION 15 - INDEPENDENT CONTRACTORS
15.1 The Parties to this Agreement are independent contractors. Neither
Party is an agent, representative, or partner of the other Party. Neither Party
shall have any right, power, or authority to enter into any agreement for, or of
behalf of, or incur any obligation or liability of, or to otherwise bind, the othe
Party. This Agreement shall not be interpreted or construed to create an
association, agency, joint venture, or partnership between the Parties or to
impose any liability attributable to such a relationship upon either Party.
15.2 The requirements of this Article shall survive the expiration,
termination, or cancellation of this Agreement to the greatest extent permitter
by law.
SECTION 16 - NONDISCLOSURE
16.1 Unless prior written consent is obtained from a Party hereto, the other
Party will keep in strictest confidence all information identified by the first
Party as confidential, or which, from the circumstances, in good faith and in
good conscience, should be treated as confidential; provided that (a) the
owner thereof has taken reasonable measures to keep such information secret
and (b) the information derives independent economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable through proper means by the public. Such information includes
but is not limited to all forms and types of financial, business, scientific,
technical, economic, or engineering information, including patterns, plans,
compilations, program devices, formulas, designs, prototypes, methods,
techniques, processes, procedures, programs, or codes, whether tangible or
intangible, and whether or not stored, compiled, or memorialized physically,
electronically, graphically, photographically, or in writing. A Party shall be
excused from these nondisclosure provisions if the information has been, or
is subsequently, made public by the disclosing Party, is independently
developed by the other Party, if the disclosing Party gives its express, prior
written consent to the public disclosure of the information, or if the disclosure
is required by any law or governmental or quasi -governmental rule or
regulation.
16.2 Customer shall not disclose to third parties the rates, terms, or
conditions of this Agreement or any proprietary or confidential information
of the Company, except as necessary for the operation of Customer's
business and under non -disclosure agreement between Customer and third
parties, or as required by law.
SECTION 16A - CUSTOMER PRIVACY POLICIES
16A.1 In addition to the provisions of Article 16, the privacy policy below
applies to Company's handling of Customer confidential information. In the
event of a conflict between the provisions of Article 16 and any provision of
the privacy policy below, the applicable provision of the privacy policy shall
prevail in the resolution of the conflict. A copy of Company's privacy policy
is available at http://www.comeast.com/customerprivacy/. Company may
update this policy from time to time, and such updates shall be deemed
effective upon posting.
17.1 Any notices or other communications contemplated or required under
this Agreement, in order to be valid, shall be in writing and shall be given vis
personal delivery, or overnight courier, or via U.S. Certified Mail, Return
Receipt Requested, at the following addresses:
To Customer:
Arm: Bruce Slown
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
With an additional customer copy to;
To Company;
Arm,: VP— Business Services
Comcast Business Communications, LLC.
One Comcast Center
Philadelphia, PA 19103
With a copy to:
Attu.: Cable Law Department
Comcast Cable Communications, LLC,
One Comcast Center
Philadelphia, PA 19103
SECTION 1S - HEADINGS AND TITLES
The headings or titles of any provisions of this Agreement are for convenicna
or reference only and are not to be considered in construing this Agreement.
SECTION 19 - GOVERNING LAW AND COURTS
The domestic law of the state in which the Services are provided shall govern
the construction, interpretation, and performance of this Agreement, except to
the extent superseded by federal law.
SECTION 20 - COMPLIANCE WITI3 LAWS
Each of the Parties agrees to comply with all applicable local, state and
federal laws and regulations and ordinances in the performance of its
respective obligations under this Agreement.
SECTION 21 -AMENDMENTS; NO WAIVER
2LI This Agreement maybe amended only by written agreement signed by
authorized representatives of both Parties.
21.2 No waiver of any provisions of this Agreement or to any default under
this Agreement shall be effective unless the same shall be in writing and
signed by or on behalf of the Parry against whom such waiver is claimed.
21.3 No course of dealing or failure of any Party to strictly enforce any term
right, or condition of this Agreement shall be construed as a waiver of such
term, right or condition.
16A.2 Privacy Note Regarding Information Provided to Third Parties: 21.4 Waiver by either Party of any default by the other Party shall not be
Company is not responsible for any information provided by Customer to deemed a waiver of any other default.
third parties, and this information is not subject to the privacy provisions of
this Agreement or the privacy policies. Customer assumes all privacy and SECTION 22 - SURVIVAL
other risks associated with providing personally identifiable information to Provisions contained in this Agreement that by their sense and context are
third parties via the Services. intended to survive the performance, termination or cancellation of this
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Job Id: 15143 ✓ V
Agreement hereof by any Party hereto shall so survive.
SECTION 23- FULLY INTEGRATED
This writing constitutes the entire agreement between the Parties as to the
subject matter hereof and supersedes and merges all prior oral or written
agreements, representations, statements, negotiations, understandings,
proposals, and undertakings with respect to the Agreement.
SECTION 24 -INTERPRETATION OF AGREEMENT
This Agreement is a negotiated document. In the event that this Agreement
requires interpretation, such interpretation shall not use any rule of
construction that a document is to be construed more strictly against the
Party who prepared the document.
SECTION 25 - RIGHT TO ENTER INTO CONTRACTS
Nothing herein shall be construed as preventing either Party hereto from
entering into similar contractual arrangements with other parties, unless such
contracts would conflict with the performance of this Agreement.
SECTION 26 - REMEDIES CUMULATIVE
All rights of termination, or other remedies set forth in this Agreement are
cumulative and are not intended to be exclusive of other remedies to which th
injured Party may be entitled at law or equity in case of any breach or
threatened breach by the other Party of any provision of this Agreement. Use
of one or more remedies shall not bar use of any other remedy for the purpose
of enforcing any provision of this Agreement; provided, however, that Party
shall not be entitled to retain the benefit of inconsistent remedies.
SECTION 27-COUNTERPARTS
This Agreement may be executed simultaneously in two or more counterpart;
each counterpart shall be deemed an original, and all counterparts individuall,
or together shall constitute one and the same instrument.
Page 6 of 6
cv.8.3 / 2009 CONFIDENTIAL and PROPRIETARY
Job Id; 16143 AtV
001
Elhemet Network intedaw- Giq E
002
ENS- Basic Network Bandwidth
1
003
Ethernet Network Interface -GIaE
0041
ENS -Basic Network Bandivwdth
005
Ethernet Network Interface -GipE
006I
ENS- Basic Network Bandwidth
007I
EDI- Netvork Interlace
008
EDI- Bantlwtlth
009
`j
Border Gateway Protocol
010
Ott
012
013
014
015
016
017
018
019
020
021
022
023
024
025
026
027
me
029
030
031
032
033
W4
035
SCHEDULE A
BUILDINGS. SERVICES AND PRICING
Date: 2/27/2012
Short Description of Service:
3 Site 100 Mb ENS w/200 Mb EDI
Torm:1 60 MONTHS I
UntimpljOn
LoCafiOn A' I
Pod
Ecology Center/ 2024 N1
100 Mbps
Ecology Center/ 2024M
Port
Dempster Street Beach
100M1ros
Dempster Street Beach4
Pod
Service Center/2020A9
too Mbps
CenRi
200 Mbps
�Swvice
Service Center 12026 40
200M6ns
Semce Center 12026 A-.
Setup
ServideCenter12020A
COMCAST ACCOUNT REPRESENTATIVE I Marta Azad.
COMCAST SALES ENGINEERSoon Hawkins
CUSTOMERNAME City Of Evanston
M�Mp
TITLE
DATE
Location Z'
Buildup L aauon Dated Attached
Unit Pricino
Extended Pricing
Tax Junsd6XlonI ply
MRC NRC
MRC
NRC
Interstate 1
$209.71 $3.006.00
$20971
S3.000.00
Interstate 1
$367.17 $0.00
$387.17
$0.00
Interstate 1
$20931 SS000.00
$209.71
S3.00.00
Interstate 1
$387.17 $0.00
$387.17
$0.00
Interstate 1
$20 ,71 53.000.00
$209.71
$3.000.00
Interstate 1
$387.17 $0.00
$387d7
$0.00
Interstate 1
$57752 $1.000.00
$577.52
$1,000.00
Interstate 1
$909.84 Met; �
5909.84
$0.00
Interstate 1
$0.00 $500.00
$0.00
$50000
1
$0.00 $0.00 1
$0.00
$0.00
1
50.00 $0.00 i
5000
$0.00
1
$0.00 $0.00
$0.00
50.00
1
$0.00 I $0.00
SO.OD
$0.00
1
$0.00 $S00
$0.00
$0.00
1
$o00 $0.00
$0.00
$0.00
1
$0.00 $0.00
$0.00
$0.00 -
1
$0.00 $0.00
$0.00
$0.00
1
$O.00 $0.00
$0.00
$000
1
50.00 $0.00
$000
$0.00
1
$0.00 $000
SO.00
$0.00
1
$0.00 30.00
$000
$0.00 .
1
Mon $0.00
$0.00
$000
1
$000 $0.00
$000
$0.00
1
Muni $0.00
$0.00
$0.00
1
$0.00 MOD
$0.00
$000
1
$000 $0.00
$000
$0.00
1
$0.00 $0.00
$000
$000
1
50.00 $o.00
50.00
woo
1
50.00 $0.00
$0.00
MOD
1
$0.00 $0.00
$0.00
S0,u
1
$13M $0.00
50.00
$000
1
$0.00 $0.00
$000
$0.00
1
$0.00 $0.00
$0.00
$000
1
$0.00 $0.00
S9.00
$0.00
1
$0.00 $0.00
$000
$0.00
PAGE 1 DATA NETWORK SERVICES SUBTOTAL:
$3,278.00 $10,500.00
PAGE 2 DATA NETWORK SERVICES SUBTOTAL:
$0.00
$0.00
PAGE 3 DATA NETWORK
SERVICES SUBTOTAL:
$0.00
$0.00
TOTAL CUSTOM INSTALLATION CHARGES:
$0.00
$11500.00
TOTAL
MONTHLY SERVICE CHARGES.
$3,27800
MONTHLY CUSTOM INSTALLATION CHARGES.
$0.00
TOTAL MONTHLY CHARGES:
$3,278.00
TOTAL NONRECURRING SERVICE CHARGES.
$10,500.00
NONRECURRING CUSTOM
INSTALLATION CHARGES:
$1.500.00
TOTAL NONRECURRING CHARGES:
$12,000.00
Note: The pnces included on this sales order do not include any fowl, state or rederd fees, charges, or taws
that may apply. Please refer to the Concoct Master Service Agrcement for specific dead regarding such charges.
cMetavaxsnsawewan
SCHEDULE B - BUILDING LOCATION DETAIL
BILLING LOCATION INFORMATION
Main Account/ Billing Name City of Evanston
County COOk
Street Address 2100 Ridge Avenue
city Evanston
state IL zip 60201
Tax Exempt? Yes
eneogmamial Monthly
Special Instructions
SERVICE LOCATIONS
Site Name City of Evanston Service Center
County Cook
Steel Address 2020 Asbury Ave
Floor 1 St
city Evanston
State IL
zip code 60201
Site Name Ecology Center
county Cook
Street Address 2024 N McCormic Blvd
Floor '[St
city Evanston
State IL
Zip code 60201
Site Name Dempster Beach Office
County Cook
Street Address 1245 Lake Shore Blvd
Floor 1st
city Evanston
State IL
Zip Code 60201
Site Name
County
Street Address
Floor
City
State
Zip Code
Site Name
County
Street Address
Floor
City
State
Zip Code
Site Name
County
Street Address
Floor
City
State
Zip Code
PRINT NAMEI
DATE
Billing Contact Name Bruce Sloven
Billing Contact email bslowndsoiNafevenslon oro
Billing Contacts phone: 847-866-2921
Billing Contact fax
Billing Contact pager.
Network Solutions GL.
Cable System GL
Technical / Local Contact Bruce Blown
Local Contact email: bslown0cilvofevanstoa am
Local Contact phone: 847-866.2921
Loral Contact fax'.
Local Contact mobile / pager
Technical / Local Contact
Local Contact email
Local Contact phone
Local Contact fax.
Local Contact mobile / pager.
Bruce Slown
eslown(ACINOieyanston are
847-866-2921
Technical / Local Contact:
Bruce Slow
Local Contact email
eslownlUicitvofevanston orb
Local Contact phone
847-866-2921
Local Contact fax.
Local Contact mobile / pager:
Technical / Local Contact
Local Contact email
Local Contact phone.
Local Contact fax'.
Lows Contact mobile / pager
Technical/Local Contact
Local Contact email.
Local Contact phone.
Local Contact fax
Local Contact mobile / pager.
Technical / Local Contact:
Local Contact email:
Local Contact phone
Local Contact fax.
Local Contact mobile / pager.
CM^rEwrelon SCnJWoa