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Dedicated Access Service Agreement
This Dedicated Access Service Agreement(the"Agreement")is entered into as of this 30th day of January,2007(the"Effective Date"),by
and between The City of Carmel, Indiana, with offices located at One Civic Square, Carmel IN 46032 ("Customer") and the Indiana
division of Bright House Networks, LLC, with offices located at 3030 East Roosevelt Ave, Indianapolis, IN 46218 ("BHN"). In
consideration of the mutual promises and agreements made herein and intending to be legally bound, the parties agree as follows:
1. SERVICE. Subject to the terms and conditions of this Agreement,BHN shall provide Customer with a dedicated"Dedicated Access"
service connection between two of the Customer's facility via BHN's(or a BHN affiliate's) facility as further described on Exhibit A
attached hereto(the "Service"). BHN shall use commercially reasonable efforts to provide the Service 7 days a week, 24 hours a day,
excluding scheduled maintenance,required repair and events beyond BHN's reasonable control. BHN's provision of the Service is subject
to availability.
2. INSTALLATION. Customer shall obtain and maintain throughout the Term(as defined in Section 5 below)such consents(including
without limitation landlord and land owner consents)as are necessary to timely permit,and shall timely permit,BHN personnel to install,
deliver,operate and maintain the Service and Equipment as contemplated herein at Customer's facilities. Customer shall permit BHN to
access the Customer facilities at any time as needed to install, configure, upgrade,maintain or remove the Equipment and other service
components collocated at Customer's facilities. Customer shall make and maintain throughout the Term all site preparations necessary to
permit the installation,maintenance,and operation of the Service and any Equipment(as defined below)as specified by BHN. Provided
that Customer properly performs all necessary site preparation and provides BHN with all required consents,BHN shall use commercially
reasonable efforts to install the Service in accordance with a mutually agreed upon schedule. BHN shall provide Customer with a
completion notice("Completion Notice")upon completion of the installation of the Service. Interconnection of the Service and Equipment
with Customer's equipment will be performed by Customer.
3. SUPPORT & MAINTENANCE. BHN shall use commercially reasonable efforts to maintain the BHN provided and installed
cabling, routers and other BHN-installed- equipment, if any, (collectively, the "Equipment") used by BHN to provide the Service.
Performance levels are outlined in Appendix 1:Bright House Network Operations SLA. BHN shall provide a telephone number and email
address for inquiries and remote problem support for the Service. All such Customer support shall be provided to Customer's help desk
personnel only. Customer is responsible for interfacing with its employees and end users. In no event shall BHN be responsible for
providing such support for any network,equipment or software not provided and installed by BEN under this Agreement or for issues or
problems beyond its direct control. Customer agrees to provide routine operational Service support for Equipment and service components
collocated at Customer's facility,including without limitation by performing reboots, as requested by BEN.
•
4. CUSTOMER OBLIGATIONS. Customer's use of the Service(including all content transmitted via the Service)shall comply with
all applicable laws and regulations,the terms of this Agreement,and any Terms of Use(which are incorporated herein by this reference).
"Terms of Use"means all Service policies,including without limitation acceptable use policies established by BIEN and available on the
BHN web site,http://www.brightbiz.com/aup.asp,as may be modified from time to time by BHN.Customer agrees not to resell or make any
use of the Service other than for Customer's internal business purposes. Customer agrees to use the Service solely for data services.
Customer shall maintain the Equipment free and clear of all liens and encumbrances and shall be responsible for loss or damage to the
Equipment while at Customer's facilities. As between the parties,Customer is solely responsible for(a)all use(whether or not authorized)
of the Service,which use shall be deemed Customer's use for purposes of this Agreement;and(b)all content that is stored or transmitted
via the Service. Customer shall not upload,post,transmit or otherwise make available on or via the Service any material(including any
message or series of messages) that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive,
obstructive, harassing, libelous, invasive of privacy or publicity rights, that in the circumstances would be obscene or indecent, that
constitutes hate speech,that is otherwise offensive or objectionable, or that encourages conduct that would constitute a criminal offense,
give rise to civil liability or otherwise violate any law or regulation. BHN may remove, or demand the removal of, content that in its
judgment violates these standards.Customer agrees to conform its equipment and software to BHN's then-current network specifications
and system requirements for the Service.
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5. TERM. The Agreement shall be in effect for the Initial Term of Service set forth on Exhibit A, and unless terminated earlier in
accordance with this Agreement,shall thereafter automatically renew on an annual basis unless either party notifies the other party at least
thirty(30)days prior to the expiration of the then-current term of such party's intent not to renew(the Initial Term and any renewal term
collectively referred to as the"Term").
6. PAYMENT. Customer agrees to pay BHN the one-time Service installation fee and monthly recurring Service fees(collectively the
"Service Charges")set forth on Exhibit A in accordance with the following payment terms: Service Charges will be billed to Customer
monthly in accordance with BHN's regular billing schedule and are payable within forty— five (45) days after the date of invoice.
Customer shall be responsible for all use,sales and other taxes and governmental charges applicable to the Service(which taxes and charges
are not included in the Service Charges), except for taxes payable on BHN's net income. BHN shall have the right to increase Service
Charges after the Initial Term upon thirty (30) days advance written notice to Customer. BUN may charge a late fee for all overdue
amounts. The late fee will be the lesser of 1''A%or the highest rate chargeable by law. Customer shall also be responsible for all costs of
collection(including reasonable attorneys'fees)to collect overdue amounts. In addition to the foregoing,and all other available remedies,
BHN may discontinue Customer's access to the Service in whole or in part,until such overdue amounts,together with interest,are paid.
BHN may require a security deposit, letter of credit, advance payment for Service or other reasonable assurances of payment from
Customer.
7. PROPRIETARY RIGHTS AND CONFIDENTIALITY. (a) BHN's Proprietary Rights. All materials,including,but not limited to,
any Equipment(including related firmware),software,data or information developed or provided by REIN,any identifiers or passwords
used to access the Service or otherwise provided by BHN,and any know-how,methodologies or processes including,but not limited to,all
copyrights,trademarks, service marks,trade names,patents,trade secrets, any other proprietary rights inherent therein and appurtenant
thereto, used by BHN to provide the Service(collectively`BHN Materials")shall remain the sole and exclusive property of BHN or its
suppliers. Customer shall acquire no interest in the BHN Materials by virtue of the payments provided for herein. Customer may use the
BHN Materials solely for Customer's use of the Service. Customer may not reproduce,modify or distribute the BHN Materials,or use them
for the benefit of any third party. All rights in the BHN Materials not expressly granted to Customer are reserved to BHN.Customer will
not open,alter,misuse,tamper with or remove the Equipment as and where installed by BHN,and will not remove any markings or labels
from the Equipment indicating RI-IN(or its suppliers)ownership or serial numbers. (b)Confidentiality. Customer agrees to maintain in
confidence,and not to disclose to third parties or use,except for such use as is expressly permitted herein,the BHN Materials and any other
information and materials provided by BHN in connection with this Agreement that are identified or marked as confidential or are otherwise
reasonably understood to be confidential. (c)Software. If software is provided to Customer hereunder,BHN grants Customer a limited,
non-exclusive and non-transferable license to use such software, in object code form only,solely for the purpose of using the Service for
Customer's internal business purposes during the Term.
8. MONITORING AND MODIFICATIONS. BHN shall have the right,but not the obligation,to monitor traffic volume. REIN shall
have the right,but not the obligation,to upgrade,modify and enhance the Equipment(including related firmware)and the Service and take
any action that BHN deems appropriate to protect the Service and its facilities. BHN also shall have the right to add to,modify or delete
any provision of the Terms of Use or any Service descriptions. BHN will notify Customer of any material adverse change in the Terms of
Use or Service descriptions by posting notice of such change on the BHN web site and by email. Customer's continued use of the Service
after such notice and thirty (30) days shall constitute Customer's acceptance of such change. REIN shall have the right to monitor
customer's service level usage outlined in Exhibit A.
9. TERMINATION. Either party may terminate this Agreement upon thirty(30)days written notice of the other party's material breach,
provided that such material breach is not cured within such thirty(30)day period. This Agreement may be terminated by either party upon
written notice to the other party for cause in the event that:
The other party makes an assignment for the benefit of creditors;
(a) The other party becomes insolvent or commences voluntary proceedings under any bankruptcy or insolvency law. Recurring
fee is not paid and/or is 90 days past due.
(b) Involuntary proceedings are instituted against the other party under any bankruptcy or insolvency law and such proceedings
are not terminated within ninety days,or
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(c) A receiver is appointed for such other party;and,the other party fails to perform any material provision of this Agreement
and does not cure such failure within a period of sixty days after receipt of written notice specifying such failure and stating
an intention to terminate this Agreement if such failure is not cured.
In addition,in the event that Customer fails to comply with any applicable laws or regulations,the terms of this Agreement,or the Terms of
Use, BHN may suspend or discontinue Customer's Service in whole or in part without advance notice. In the event of a suspension,BHN
may require a reconnect charge to restart the suspended Service. Upon the termination or expiration of this Agreement: (a) BHN's
obligations hereunder shall cease;(b)Customer promptly shall pay all amounts due and owing to BUN for Service delivered prior to the
date of termination or expiration and any applicable deinstallation fee, if any;(c)Customer promptly shall cease all use of any software
provided by BHN hereunder,and shall return such software to BHN;and(d)Customer shall return to BUN or permit BHN to remove,in
BHN's sole discretion, the Equipment in the same condition as when received, ordinary wear and tear excepted. Customer shall be
responsible for reimbursing BHN for the repair or replacement,at BHN's discretion,of any Equipment not returned in accordance with this
section. In addition,notwithstanding anything to the contrary herein,upon early termination of this Agreement by Customer,Customer shall
promptly pay BHN a termination fee equal to the Service Charges that would have been due for the remainder of the Initial Term or the
then-current renewal term,as applicable,and any unpaid portion of the Installation Fee set forth on Exhibit A. The foregoing shall be in
addition to any other rights and remedies that BHN may have under this Agreement or at law or equity relating to Customer's material
breach.
10. EXPENSES. Except as otherwise described herein, each of the parties shall pay its own costs and expenses associated with the
transactions contemplated by this Agreement.
11. RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be construed to create a joint venture, partnership or agency
relationship between the parties.Neither party is authorized to represent,bind,obligate,or contract on behalf of the other party,nor is this
Agreement intended to create an exclusive relationship between the parties.
12. INDEMNIFICATION. Customer agrees to defend, indemnify and hold harmless BHN, its affiliates, its service providers and
suppliers and their respective officers, directors, employees and agents, from and against all claims, liabilities, damages and expenses,
including attorneys'and other professionals' fees,arising out of or relating to(i)the use of the Service,including but not limited to a breach
of Section 4 herein;or(ii)personal injury or property damage caused by the negligence or willful misconduct of Customer or its employees
or agents.
13. DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND THE
INTERNET AND ACCESSES THE SAME AT ITS OWN RISK. BHN EXERCISES NO CONTROL OVER AND HAS NO
RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE OR THE
INTERNET OR ACTIONS TAKEN ON THE INTERNET AND BHN EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH
CONTENT OR ACTIONS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE SERVICE AND RELATED EQUIPMENT
AND/OR OTHER MATERIALS USED IN CONNECTION WITH THE SERVICE, IF ANY, ARE PROVIDED WITHOUT
WARRANTIES OF ANY KIND,EITHER EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE,
NONINFRINGEMENT,SYSTEM INTEGRATION,DATA ACCURACY,QUIET ENJOYMENT,MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.NO ADVICE OR INFORMATION GIVEN BY BHN,ITS AFFILIATES OR ITS CONTRACTORS
OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. BHN DOES NOT REPRESENT OR WARRANT
THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS,WILL PREVENT UNAUTHORIZED ACCESS BY THIRD
PARTIES, WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT ANY MINIMUM TRANSMISSION SPEED IS
GUARANTEED AT ANY TIME. IN ADDITION,CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER
THE INTERNET MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL
AND/OR DATA UPLOADED,DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE
AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO CUSTOMER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE UPLOADING,
DOWNLOADING OR OTHER TRANSMISSION OF SUCH MATERIALS AND/OR DATA. IN ADDITION, CUSTOMER
ACKNOWLEDGES AND AGREES THAT BHN'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO
CUSTOMER UNDER THIS AGREEMENT,AND BHN DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE
PROVIDERS UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
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WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM
INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL BHN BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR
ANY INCIDENTAL,INDIRECT,CONSEQUENTIAL,SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO
THIS AGREEMENT,REGARDLESS OF WHETHER BHN HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF BHN TO CUSTOMER FOR ANY REASON AND ALL CAUSES OF ACTION ARISING OUT OF
OR RELATING TO THIS AGREEMENT(INCLUDING,BUT NOT LIMITED TO,CONTRACT,TORT(INCLUDING NEGLIGENCE)
AND STRICT PRODUCT LIABILITY)SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT IN
THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM ARISES. IN NO EVENT SHALL BHN'S AFFILIATES, THIRD
PARTY SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER HEREUNDER.
15. NOTIFICATIONS. Customer's privacy interests, including Customer's ability to limit disclosure of certain information to third
parties,are addressed by,among other laws,the Federal Cable Communications Act(the"Cable Act")and the Electronic Communications
Privacy Act. Personally identifiable information that may be collected,used or disclosed in accordance with applicable laws is described in
the Subscriber Privacy Notice provided by BHN in writing,which is incorporated herein by reference.Customer acknowledges receipt of
the Subscriber Privacy Notice(http://indiana.mybrighthouse.com/customer_care/privacy/policy/default.aspx). In addition to the foregoing,
Customer hereby acknowledges and agrees that BHN may disclose Customer's and its employees'personally identifiable information as
required by law or regulation or by the American Registry for Internet Numbers("ARIN")or any similar agency. In addition to actions and
disclosures specifically authorized by law or statute or authorized elsewhere in this Agreement, BUN shall have the right(except where
prohibited by law notwithstanding Customer's consent),but not the obligation,to disclose any information to protect its rights,property
and/or operations,or where circumstances suggest that individual or public safety is in peril. Customer hereby consents to such actions or
disclosures.
16. FORCE MAJEURE. BHN shall have no liability to Customer hereunder due to circumstances beyond its control,including,but not
limited to,acts of God,terrorism,flood,fiber cuts,acts or omissions of other carriers,natural disaster,regulation or governmental acts,fire,
civil disturbance,strike,weather,any unauthorized access to or destruction or modification of the Service,in whole or in part,any failure of
heat,air conditioning, or power supply,or act or failure to act of Customer or any third party using the Service.
17. REGULATORY AND LEGAL CHANGES;TARIFFS. In the event of any change in applicable law,regulation,decision,rule or
order,including without limitation any increase in universal service fees or other government imposed charges,that increases the costs or
other terms of delivery of Service to Customer, Customer acknowledges and agrees that BHN may pass through to Customer any such
increased costs. Further,in the event that BHN is required to file tariffs with the appropriate regulatory agency or otherwise publish rates in
accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof,then the terms set forth in
the applicable tariff or published rates shall govern BHN's delivery of,and Customer's consumption or use of,the Service. In addition,if
BHN determines that offering or providing the Service, or any part thereof,has become impracticable for legal or regulatory reasons or
circumstances,then BHN may terminate this Agreement as to any or all of the Service without liability by giving Customer thirty(30)days
prior written notice(or such shorter notice as is required by law or regulation)of such determination.
18. ENTIRE AGREEMENT. This Agreement,including without limitation all exhibits that are attached hereto and incorporated herein
by this reference,sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous
written or oral agreements or representations between the parties with respect hereto.In the event that BHN permits a Customer to use its
own standard purchase order form to order the Service,the parties hereby acknowledge and agree that the terms and conditions hereof shall
prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Customer, and any different or
additional terms contained in such purchase order shall have no force or effect.
19. MISCELLANEOUS. This Agreement shall be governed and construed in accordance with the laws of the State of Indiana,excluding
its conflicts of law principles. In the event that any portion of this Agreement is held to be invalid or unenforceable, the invalid or
unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the
parties set forth herein, and the remainder of this Agreement shall remain in full force and effect. No waiver of any breach or default
hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Customer may not assign this Agreement
without the prior written consent of BHN,and any assignment in violation of this Section shall be null and void. BHN may assign its rights
and obligations under this Agreement,including without limitation,in whole or in part,to any Bright House Networks,LLC affiliated party
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without the prior written approval of or notice to Customer. Customer shall make no press release,public announcement or other public
statements regarding this Agreement without BHN's prior written consent. All claims under this Agreement must be initiated not later than
two years after the claim arose. There are no third party beneficiaries to this Agreement. Customer understands and agrees that,regardless
of any such assignment,the rights and obligations of BHN herein may accrue to, or be fulfilled by,any BHN affiliate. The parties to this
Agreement are independent contractors. Any notice under this Agreement shall be given in writing and shall be deemed to have been given
when actually received by the other party. Notices shall be delivered to Customer and RHN at the respective addresses set forth above,or to
such other address as is provided by one party to the other in writing. The provisions of Sections 6,7,9, 10, 11, 12 and 17 shall survive the
termination or expiration of this Agreement. No modification of any provision of this Agreement shall be valid unless set forth in a written
instrument signed by both parties. This Agreement may be executed in counterparts,each of which shall be deemed an original and all of
which together shall constitute one and the same instrument. Notwithstanding anything herein to the contrary,any party to this Agreement
(and each employee,representative,or other agent of such party)may disclose to any and all persons,without limitation of any kind,the tax
treatment and tax structure of the transaction and all materials of any kind(including opinions and other tax analyses)that are provided to
the party relating to such tax treatment and tax structure.
CUSTOMER: ET _____
Name:
Printed jrinted
Title: Title: �/A"/
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Date: Date: 4/1 / 01
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Approved by the Board of Public Works and Safety of the City of Carmel, Indiana,this a'` "day of
, 2007. }� d
6aei
James Brainard, Presiding Officer
Date: ��^�
Ma Ann Bu e, Member
Date: S- "
7
Lori S. Wa so ember
Date:
ATTEST:
iana L. Cordray, IAM , C rk-Treasurer
Date: 5/X/07
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Appendix I: Bright House Networks Network Operations SLA
Bright House Networks(BHN)"raises the bar"on superior network performance and high quality care for BHN business customers.This
Service Level Agreement(SLA)has been developed to respond to our customers' service needs and requests in a competitive market. The
parameters defined in this SLA document assist in setting expectations for products and services that BHN offers. The Terms and
Conditions defined in this SLA only apply to customers who have a valid Service Contract for BHN network services.
The Bright House Networks SLA contains service offerings with a set of guarantees that customers can rely on. A secondary goal of the
SLA is to guarantee a timely installation and service turn-up for business customers. In order to achieve the reliability and guarantees
contained therein, a standard set of product service offerings for the customers must exist. Therefore, the BHN SLA is only valid and
applicable to the Service offerings outlined in the Contract
The SLA provides six general commitments to Network service:
• 99%percent availability
• Minimal latency
• High packet delivery levels
• Expedited installations
• Customer Service
• Pro-active monitoring and outage detection
This applies to BHN-operated Network equipment within the BHN backbone. However, it excludes all cable modem connections and
CMTS equipment. BHN Network Engineering deploys and maintains the wide-area network for multiple services. In order to provide and
maintain the service levels defined in this document,BHN will proactively monitor the service connection,providing historical information.
Prompt notifications will be provided in the event of a service disruption.
SLA Parameters
The Bright House Networks SLA is comprised of three key quality guarantees:
1. Network Quality
2. Service Quality
3. Customer Care Quality
Network Quality SLA
• Average monthly latency of no more than 65 ms(roundtrip)within BHN network
• Average packet delivery of 99%percent or greater within BHN Networks(over 30 Day consecutive period).
• Proactive Network Monitoring of"end to end"network connectivity points and network traffic performance on all BHN equipment.
Network Traffic Engineering. In order to ensure data delivery, Bright House Networks provides a proactive traffic engineering
process and methodology that prevents congestion and over utilization of backbone network resources in order to ensure data delivery.
This process provides BHN business customers with the highest network performance and network availability within the BHN
serving markets.
Proactive Network Monitoring. Bright House Networks provides complete proactive network monitoring and availability checks for
all critical network connections and customer circuits. This constant monitoring provides both real-time and historical network
statistics,which are used to determine Network performance, packet latency and data packet delivery.
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Network Latency Guarantee Scope. BHN's latency guarantee is average round-trip transmissions of65 ms,or less,between BHN
designated inter-regional transit backbone in the Indiana Division area. BHN does not guarantee latency outside the BHN network
identified as Internet and other regional or national transports.
Packet Delivery:
BHN Packet Delivery rate is 99 percent or greater between BHN-designated hubs in the Indiana Division area. Service unavailability
will exclude Network unavailability resulting from:
• Network maintenance
• Circuits provided by Telco's or other common carriers
• An external Internet Service Provider or an Internet exchange point
• Acts or omissions of Customer or an authorized user Behavior of Customer equipment, facilities or applications
• Acts of God,civil disorder,natural cataclysm or other occurrences beyond the reasonable control of BHN.
Service Quality SLA
• 99%percent availability*that covers the BHN backbone,and the BHN-ordered customer access circuit on Fiber
• Scheduled maintenance,whereby BHN guarantees scheduled maintenance will take place from I:00 a.m.to 6:00 a.m.Monday through
Friday; with at least 48 hours advance notice.
• In the event that there is a circuit outage or declared network connection failure to a CPE located on the customer's site,BHN support
teams have an on-site service guarantee for having a technical representative on-site within 6 hours. This 6 hour period begins after
customer is contacted to validate the outage is a BHN related outage.
Service Availability Guarantee Scope. BHN's Service Availability Guarantee will have BHN's Network (as defined above)
available 99%of service over a defined period of time, 30 days and or monthly billing cycle.
On-Site Service Restoration. BHN's support teams provide an on-site service guarantee of having a technical representative onsite
within 6 hours in the event there is a local BHN-provided circuit outage or declared network connection failure due to a BHN for a
customer's site.
Scheduled Maintenance Scope. Scheduled Maintenance shall mean any maintenance at the BHN hub to which Customer's circuit is
connected:
• For which Customer is notified at least two business days in advance. Notice of Scheduled Maintenance will be provided to
Customer's designated point of contact by method elected by Customer.
• That is performed during a standard maintenance window between Monday and Friday from 1:00 am to 6:00 am.
Customer Care Quality SLA
• BHN Customer Care representatives and Network Operations provide technical support as well as call support 24 hours per day,7 days
per week,and 365 days per year
• Proactive outage notification guarantees customer notification from BHN within 30 minutes of an outage via fax,email,phone, or
pager.
• Installation by the quoted install date for Fiber is 10 business days after receiving the CCQ from the SE team and 5 days after receiving
the equipment that requires ordering and is not in stock.
Bright House Networks Technical Support For Services. Bright House Networks will provide 24/7 support for customer initiated
calls regarding issues impacting Business Networks Connections. NOTE: This call service is only provided to subscribers and/or
customers.
Outage Reporting Guarantee. BHN Outage Reporting Guarantee will notify Customer 30 minutes after BHN's determination that
the Customer's service is unavailable.BHN will deem the service unavailable,and will contact Customer's designated point-of-contact
by method elected by Customer.
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Outage Reporting Guarantee Process. Customer is solely responsible for providing BHN with accurate and current contact
information for Customer-designated points-of-contact.BHN will be relieved of its obligations under this Outage Reporting Guarantee
if:
• Customer fails to perform Network maintenance
• Issues regarding circuits provided by Telco's or other common carriers
• Issues regarding an external Internet Service Provider or an Internet exchange point
• Acts or omissions of Customer or an authorized user
▪ Behavior of Customer equipment,facilities or applications
• Acts of God, civil disorder,natural cataclysm or other occurrences beyond the reasonable control of BHN.
BHN Engineering can provide assistance for issues concerning connections that are deemed the responsibility of the BI-IN service
offering support for calls and issues regarding Business Network Connections. This does not include customer-provided Equipment
and Configurations.
* The period of Service Outage Time or`downtime' for the network connection(s)shall exclude:
• Outages planned by BHN to carry out emergency maintenance with as much notice as possible given.
• Outages planned by the Customer for the purpose of allowing BHN to carry out planned or routine maintenance at times to be
agreed with Customer.
• Outages due to the non-release of the affected service element by Customer to BHN for the purpose of fault verification
and/or restoration of availability
• Outages due to the malfunction of Customer equipment and wiring beyond the service demarcation point including LAN
equipment and outages due to or extended as a result of denial of access to any site
• Outages caused by Customer provided access facilities
• Outages due to changes made to services at Customer's request where BHN has informed Customer about the Outage in
advance and in writing.
• Outages due to Customer requested test-assists,provided that the testing is not required as a result of failure of an BHN
provided service
• Outages due to defined Force Majeure events as provided for in the agreement
• Outages cause by delinquent payment
• Outages resulting from failure of access circuits beyond BHN's control
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Exhibit A
Service,
Subject to the terms and conditions of this Agreement,BHN shall provide Customer with a dedicated fiber circuit connection
(completely fiber end to end)between Customer's data network located at:
Committed rates
Location Committed Description of Service Total Month Service Fee
Bandwidth
3450 West 131"Street to
Communication Tower
(Carmel Hub) 100 Mbps metro Ethernet $1350
(End to end Bright House's
Network)
Initial Term of Service
For a period of four(4 years] from the date of BHN's Completion Notice.
Installation Fees
Installation fees will be$1000 for this project.
Service Definitions
Metro Ethernet: Metro Ethernet means an industry standard 10/100Mb TCP/IP data interface("ETHERNET")facility, limited to the
burstable bandwidths in the table above,connecting the Customer sites together with the ability for sharing,transmitting or receiving data.
Internet Access: Internet Access means an industry standard 10/100Mb TCP/IP data interface ("ETHERNET") facility, limited to the
burstable bandwidths in the table above,connecting the Customer site to the Internet.
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