PAETEC/IS/Phone service PAETEC,A Windstream Company 4e ''%
Information Systems Department- 2012 1
9860.66 tA4 7VatIL-
MarrTYVy 1,14:4 4- oC
ADDENDUM TO THE SERVICE AGREEMENT, STANDARD TERMS AND
CONDITIONS OF SERVICE, ADDITIONAL TERMS SCHEDULE AND THIRD
PARTY LEASE SPECIAL TERMS—EQUIPMENT,BY AND BETWEEN THE
CITY OF CARMEL, INDIANA, AND PAETEC, A WINDSTREAM COMPANY
THIS ADDENDUM is entered into this /04 day of a ,k,e,. , 2012, by
and between the CITY OF CARMEL, INDIANA, an Indiana municipal corporation,
having its office at One Civic Square Carmel, Indiana 46032 ("City") and PAETEC, A
WINDSTREAM COMPANY, having its office at 600 Willow Brook Office Park,
Fairport, New York 14450("Company").
The purpose of this Addendum is to modify, delete, or amend certain terms and
conditions set forth in the Service Agreement, Standard Terms and Conditions of Service,
Additional Terms Schedule, and Third Party Lease Special Terms-Equipment
("Contract"). This Addendum and the Contract, as well as the Standard Terms and
Conditions of Service, are incorporated into each other and, when read together, shall
constitute one integrated document and referenced hereafter as the "Agreement". Any
inconsistency, conflict or ambiguity between this Addendum and the Contract shall be
resolved by giving precedence and effect to this Addendum.
Company Name: PAETEC, a Windstream Company.
Company Address: 600 Willow Brook Office Park
Fairport,NY, 14450
Contract:
A. The attached Contract consists of eleven (11) pages, including the Service
Agreement, the Additional Terms Schedule, the Third Party Lease Special Terms-
Equipment, and is dated ta i-ftill, 2012. The PAETEC Standard Terms and
Conditions of Service consist o six (6) additional pages, and are also attached and
incorporated within the Contract as Exhibit A.
B. By mutual agreement of the parties, the following terms and conditions are deleted
from the Contract:
1. Any provision providing for the resolution of contract disputes.
2. Any provision requiring the City to pay penalties, liquidated damages,
interest, court costs, costs to respond to legal process, or attorneys' fees.
3. Any provision modifying the statute of limitations provided by Indiana
statute.
4. Any provision relating to the time in which a claim must be made.
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5. Any provision limiting disclosure of any information in violation of the
Indiana Access to Public Records Act, Ind. Code § 5-14-3 et seq.
6. Any provision giving the terms and conditions in the Contract precedence
over the terms and conditions in this Addendum.
7. Any provision limiting Company's liability in excess of standard contract,
tort, and liability principles contained within Indiana Law.
8. Any provision providing for jurisdiction outside of the State and/or
Federal Courts of Indiana.
C. By mutual agreement of the parties, the following terms and conditions are amended
in the Contract:
1. Paragraph nineteen (19), titled "Waiver," shall be deleted in its entirety and
replaced with the following: "The failure of either party to require
performance by the other of any provision of this Agreement shall not affect
the right of such party to require such performance at any time thereafter, nor
shall the waiver by any party of a breach of any provision of this Agreement
constitute a waiver of any succeeding breach of the same or any other
provision hereof."
2. Paragraph twenty-two (22), titled "Governing Law," shall be deleted in its
entirety and replaced with the following: "The Agreement shall be interpreted,
construed, and enforced in accordance with the laws of the State of Indiana.
Each party consents to personal jurisdiction in the State and Federal Courts of
the State of Indiana."
D. The following terms and conditions are incorporated into and made part of the
Contract:
INSURANCE AND INDEMNIFICATION.
Company shall procure and maintain in full force and effect during the term of
this Agreement, with an insurer licensed to do business in the State of Indiana,
such insurance as is necessary for the protection of City and Company from all
claims for damages under any workers' compensation, occupational disease
and/or unemployment compensation act; for bodily injuries including, but not
limited to, personal injury, sickness, disease or death of or to any of Company's
agents, officers, employees, contractors and subcontractors; and, for any injury to
or destruction of property, including, but not limited to, any loss of use resulting
there from. The coverage amounts shall be no less than those amounts set forth in
attached Exhibit B. Company shall cause its insurers to name City as an
additional insured on all such insurance policies, shall promptly provide City,
upon request, with copies of all such policies, and shall provide that such
insurance policies shall not be canceled without thirty (30) days prior notice to
City. Company shall indemnify and hold harmless City from and against any and
all liabilities, claims, demands or expenses (including, but not limited to,
reasonable attorney fees) for injury, death and/or damages to any person or
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property arising from or in connection with Company's provision of Goods and
Services pursuant to or under this Agreement or Company's use of City property.
Company further agrees to indemnify, defend and hold harmless City and its
officers, officials, agents and employees from all claims and suits of whatever
type, including, but not limited to, all court costs, attorney fees, and other
expenses, caused by any act or omission of Company and/or of any of Company's
agents, officers, employees, contractors or subcontractors in the performance of
this Agreement. These indemnification obligations shall survive the termination
of this Agreement.
E-VERIFY REQUIREMENT. All terms defined in I.C. § 22-5-1.7 et seq. are
adopted and incorporated into this section.
Pursuant to I.C. § 22-5-1.7 et seq., Company shall enroll in and verify the work
eligibility status of all of its newly-hired employees using the E-Verify program,
if it has not already done so as of the date of this Agreement. Company is further
required to execute the attached Affidavit, herein referred to as Exhibit C, which
is an Affidavit affirming that: (i) Company is enrolled and is participating in the
E-verify program, and (ii) Company does not knowingly employ any
unauthorized aliens. This Addendum incorporates by reference, and in its entirety,
attached Exhibit C. In support of the Affidavit, Company shall provide the City
with documentation that it has enrolled and is participating in the E-Verify
program. This Agreement shall not take effect until said Affidavit is signed by
Company and delivered to the City's authorized representative. Should Company
subcontract for the performance of any work under this Addendum, the Company
shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor
does not knowingly employ or contract with any unauthorized aliens, and (ii) the
subcontractor has enrolled and is participating in the E-verify program. Company
shall maintain a copy of such certification for the duration of the term of any
subcontract. Company shall also deliver a copy of the certification to the City
within seven (7) days of the effective date of the subcontract. If Company, or any
subcontractor of Company, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the
Company or subcontractor subsequently learns is an unauthorized alien, Company
shall terminate the employment of or contract with the unauthorized alien within
thirty (30) days ("Cure Period"). Should the Company or any subcontractor of
Company fail to cure within the Cure Period, the City has the right to terminate
this Agreement without consequence. The E-Verify requirements of this
Agreement will not apply should the E-Verify program cease to exist.
IRAN CERTIFICATION.
Pursuant to I.C. § 5-22-16.5, Company shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum to be
executed as of the day and year first above written.
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PAETEC,A WINDSTREAM CITY OF CARMEL,INDIANA
COMPANY by and through its Board of Public
Works and Safety
By: p/ -/f' 'T'1 ?er�.-QDtteel.By.
. �T_ dOr cif-c 77*
is io 12- James Brainard, Presiding Officer
Dated•
4.„
Mary • :urke, i1/Ielnber, �/
Dated. / 7-10R
Lori S. W. son, Memb r
Dated: /c/ i-7/l
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ATTEST:
iana Cordray, C, Clerk-Treasurer
Dated: /6-77' 42_
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Opportunity#574145,Quote#766540
SERVICE AGREEMENT
wi ndstream. This sets forth the terms of the Service Agreement("Agreement")made this 8th day of August,2012,by
and between PAETEC,a Windstream company,and the City of Carmel,a Indiana Corporation
("Customer").The term of this Agreement is fo,6Q,moi thsXTerm"). Customer agrees to a Minimum
600 WillowBrook Office Park Monthly Fee of:$9 860.66>�AII services provided are subject to the terms and conditions below and on the
attached Rate Schedule(s).NY 14450
y p- „�^ a, a „��c.; ,ti .� ,r ,_..'n+ xvZ�a a^ce ti.�'"r,-a- '} 2'�.. c�' 9��^' c ���•CUSTOMER INFORMATION `' ig t I sX� . ::'s z ' V;eT; K� tN:,* �`
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Customer Name: City of Cannel
Service Address: see attached service location summary
Billing Address: 31 1st Ave NW,CARMEL, IN 46032-1715
Contact Name: Todd Luckoski Contact Phone: 317-571-2586 Contact Fax:
ERV CES BEING P,ROVID D gpAb-EC TO CUSTOMERk y �
Access Loop Toll-Free(8xx)
Switched 1+ VPN
Equipment Lease Trunks
Dynamic IP Services Advantage Business Lines
By signing this Agreement,the Customer hereby authorizes PAETEC to provide the Services listed herein and on any/all attachments. Each
month Customer shall purchase at least the Minimum Monthly Fee amount set forth above,calculated prior to application of any taxes or
surcharges.
This Agreement is subject to and controlled by PAETEC's federal and state tariffs as applicable,and/or by PAETEC's Standard Terms and
Conditions of Service and the service specific terms and conditions as located at http://www.paetec.com/about-us/notice,as such tariffs and
terms may be modified from time to time and all of which are hereby expressly incorporated by reference.
Customers ordering PAETEC's Dynamic IP service,also known as Voice over Internet Protocol service, hereinafter referred to as"VoIP"
and/or its product name,"Dynamic IP Services,"hereby make an affirmative acknowledgement that customer has received and understands
the VoIP Notification, Important Customer Information Regarding Emergency Services-911 Dialing,attached hereto and made a part of hereof.
Information regarding Customer's rights and options pertaining to Customer Proprietary Network Information("CPNI")is available at
http://www.paetec.com/notice/cpni,html,
The individual signing the Agreement on behalf of Customer is duly authorized to do so.
Accepted By Customer Authorized by PAETEC.a Windstream company
Signature: Signature: 1
Printed Name: Printed Name: '/!C ��!,4/, i r4
Title: Title: RI) r7
Date: Date: /c)//4)//z.,
This offer is voidable by PAETEC if not signed and returned to PAETEC by the 6th day of November,2012.
Page 1 of 11
EXHIBIT
ADDITIONAL TERMS SCHEDULE
Opportunity#574145,Quote#766540
In addition to the terms and conditions contained in the Service Agreement("Agreement")between PAETEC("PAETEC")and City of Carmel
("Customer")and all other schedules thereto,the following terms and conditions apply. These Additional Terms shall take precedence over
any conflicting provision of the Agreement,including any conflicting provisions contained on the first page of the Agreement and/or any
conflicting provisions contained in the Standard Terms and Conditions("Standard Terms")or any other Agreement schedule, including those
referenced on the PAETEC website.
1. Notwithstanding anything to the contrary in the Agreement, PAETEC shall have no liability to Customer hereunder for any EFS\SFS Credit
as set forth in the Third Party Lease Special Terms until Customer is meeting its full Minimum Monthly Fee commitment. In the event the
Agreement is not renewed at the end of the Term,PAETEC's obligation to Customer for remaining EFS\SFS Credits(if any)shall
immediately cease.Notwithstanding the foregoing,and as set forth in the Third Party Lease Special Terms,in the event the Agreement is
terminated early,regardless of the reason for the termination,Customer's obligations under the Lease between Customer and any third
party lending institution will remain in effect.
2. Involving Bundled/Unbundled EFS-Competitive Rate Review. If,within 30 days after the midpoint of the Agreement Term,Customer
demonstrates to PAETEC that a bona fide competing carrier has made a written offer to sell Customer a total package of comparable
services(under similar Terms and conditions)for less than PAETEC is currently charging Customer, PAETEC shall have thirty(30)days in
which to reduce its rates to within 10%of the level charged by the competitor,provided that Customer acknowledges and agrees that if
PAETEC reduces the rates there will be a corresponding reduction or elimination in Customer's equipment credit and/or monthly recurring
credits that PAETEC has made available,which reduction shall be determined at the time Customer invokes this competitive rate
provision,in an amount to be determined by PAETEC in its sole and reasonable discretion. If PAETEC declines to reduce the rates,
Customer may terminate the Agreement on thirty(30)days'written notice to PAETEC without any termination liability,provided that
Customer shall be responsible for the payment of all charges(including any MMF shortfalls)incurred prior to the termination date,which
amounts shall be paid to PAETEC. Customer shall not be liable for any early termination penalties pursuant to Section 7 a(ii)of the
Standard Terms,and PAETEC shall not be liable for any credits that would have applied for the remainder of the Term. The competitive
rate provisions set forth herein shall not apply to any off-net services such as frame relay.
3. Removal of Evergreen. The automatic renewal provision in the Agreement shall be revised to read as follows:"After expiration of the
Term,the Agreement shall continue on a month to month basis with the Services priced at PAETEC'S then current monthly rates until
canceled by either Party upon sixty(60)days written notice to the other Party."
4. Involving Bundled EFS-Rate Stabilization. It is the intent of the parties that the monthly recurring charges and domestic usage rates
stated in the rate schedule portion of the Agreement will not change during the initial Term. For the Services(if any)still subject to tariff
filing requirements by the appropriate state or federal regulatory agency,in the event that PAETEC changes its tariff and as a result there
are material and adverse impacts on the rates charged to Customer(i.e.the Customer's rates are increased by more than 10%),then
Customer may terminate the Agreement upon thirty(30)days written notice. In the event of a termination resulting from invoking this
provision, Customer shall be responsible for:(i)the payment of all charges(including any MMF shortfalls)incurred prior to the termination
date and(ii)all lease payments due and owing for the remainder of the Customer's equipment lease,which lease payments shall be paid
to the Lessor and PAETEC shall no longer be responsible for billing and collecting the lease payments on Customer's behalf.Customer
shall not be liable for any early termination penalties pursuant to Section 7(ii)of the Standard Terms,and PAETEC shall not be liable for
any equipment lease credits that would have applied for the remainder of the Term.The foregoing shall not apply to Federal Subscriber
Line Charges(FSLC),features,international or toll free inbound rates, PAETEC's advantage service product,or to any of the taxes or
surcharges described in Section 4 of the Standard Terms.
The individual signing the Agreement on behalf of Customer is duly authorized to do so.
Accented By Customer Authorized by PAETEC.a Windstream company
Signature: Signature: / ' ;Zia
fa
Printed Name: Printed Name:
Title: Title:
Date: Date:
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Page 2 of 11
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"EXHIBIT °n
SERVICE LOCATION SUMMARY
windstream.
PAETEC,a Windstream company
Service Location Listing-Monthly Recurring Charges
Primary Billing Account City of Carmel,#5264564
Quote# 766540
PAETEC Representative Mikuta, Eric J Rep ID 474122
—-- � —
Integrated ?'
ocatlon Name&Service Address_ Access Voice o L_qy : 9 ,t?.» W Total_
E .,, Voice&Data Data E ul ment
City of Carmel-3rd Ave
459 3rd Ave SW,
CARMEL,IN 46032 $23.00 $0.87 $40.00 $89.81 $30.00 $183.68
City of Carmel
31 1st Ave NW,
CARMEL,IN 46032-1715 $25.00 $841.92 $116.60 $35.00 $30.00 $1,048.52
City of Carmel-Water Department
3450 W 131ST ST,
CARMEL,IN 46032-8793 $20.00 $146.82 $166.82
City of Carmel-1 Civic Sq
1 Civic Sq,
CARMEL,IN 46032-2584 $25.00 $146.82 $171.82
:Nice, y ^.,j.
6 ,�; b�5ssu as461; u-wp �aso:oo ssosa
The information set forth on this Service Location Listing sets forth the total Monthly Recurring Charge(s)("MRC")for each Service Location
covered under the Agreement. For the breakdown of MRC charges for each Service Location,along with site specific Usage Fees and Non-
Recurring Fee(s)("NRC"),please refer to the site specific Rate Schedule for each Service Location. By signing below,Customer
acknowledges that it has received and reviewed the site specific Rate Schedule(s)to the Agreement,and agrees to the information set forth
therein.
The individual signing the Agreement on behalf of Customer is duly authorized to do so.
Accepted By Customer Authorized by PAETEC.a Windstream company
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date: /0//b//.2._,
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Page 3 of 11
R RATE SCHEDULE "EX IT n ` "
0. Opportunity#574145,Quote#766540
windstream.
PAETEC,a Windstream company
Location:City of Carmel,31 1st Ave NW,CARMEL,IN 46032-1715
( 1 Monthly I f
1 Recurring Monthly i Monthly Non Non Product Charge Recurring Recurring Recurring Recurring
Product' l Category' (MRC)'. Quantity" Total': - Quantity „.„ Totals
National Access Charge-Multi-Line Business* Voice $3.48 35 $121.80 0 $0.00
Advantage Business Lines Charge-IL Voice $15.00 35 $525.00 0 $0.00
Service Order Charge* Voice $0.00 0 $0.00 1 $0.00
1st Line Install* Voice $0.00 0 $0.00 1 $0.00
Additional Line Install* Voice $0.00, 0 $0.00 1 $0.00
FSLC* Voice $5.55 35 $194.25 0 $0.00
LNP Charge Voice $0.00 0 $0.00 1 $0.00
Dynamic IP T1 Access $25.00 1 $25.00 1 $0.00
1.5 Mb Dynamic IP Port T1 SIP Features Voice&Data $35.00 1 $35.00 0 $0.00
Dynamic IP T1 Port Charge Voice&Data $0.00 0 $0.00 1 $0.00
Compression Voice&Data $0.00 1 $0.00 0 $0.00
20 DID Station Numbers* Voice&Data $6.00 5 $30.00 0 $0.00
IP Direct Trunk Overflow Charge* Voice&Data $34.95 1 $34.95 0 $0.00
Cisco 2431-1T1E1 Charge Equipment $30.00 1 $30.00 1 $0.00
Advanced Managed Router Charge Data $35.00 1 $35.00 1 $0.00
FSLC Charge Voice&Data $5.55 3 $16.65 0 $0.00
Toll-Free Access* Voice $0.87 1 $0.87 0 $0.00
ra ��a;^-..-'�; 'k'�fk`'�"sr' "xT& tea`::r "'4" � � a+-�r..- q,�`--t;, '-^^w .�r5"°'�'°s.i �c�rn--� *++.:. y, v'
i 3 N - , � , -3;MX �4 . EV,''.h ` t ij4 TOTAL ' „ r 1 4).74.8f52� :c� OAO
..ia.i.:"..�; ffie, .�`.� ..la-:�w�..�.-s'.k�,�-�-"�sa� w'..•+ +_�t...,. .:s;Y�i�.,_..w._.sa lF.fii'§'.€.".'�:._.., c ' ...:.��y���..$ �,.s. ^.. �...:�:✓ 'G,�$ 9`_
Equipment for Services I Software for Services
y Monthly Third Monthly Net Monthly
,/, Party Lease 1, Lease Duration,iof Lease,
Program; Total%Value Charge"*" . „ Credlt• Credit 'Charge,,**0
Equipment Lease $431,087.62 $8,289.82 0.00 60 Months c$8;;289:82b
Usage Rates
;t" ` Dedicated Switched `N Initial Additzonal Call. '
Usage-Type Rate Rate Increment t Increment{ Rounding
Regional Long Distance Charges 0.0170' 0.0350' 6 sec 6 sec 2 digit t
In State Long Distance Charges 0.0170' 0.0350' 6 sec 6 sec 2 digit t
Out of State Long Distance Charges 0.0170' 0.0300' 6 sec 6 sec 2 digit t
Caribbean Long Distance Charges* Standard
Gold' International' 30 sec 6 sec 2 digit t
Canadian Long Distance Charges* Standard Standard
International' International' 6 sec 6 sec 2 digit t
International Long Distance Charges* Standard Standard
International' International' 30 sec 6 sec 2 digit t
In State 8XX Charges 0.0220' 0.1107' 6 sec 6 sec . 2 digit t •
International 8XX Charges-US to International* Silver' Silver' 30 sec 6 sec 2 digit t
Out of State 8XX Charges* 0.0220' 0.0786' 6 sec 6 sec 2 digit t
Canadian 8XX Charges* 0.0200' 0.0657' 6 sec 6 sec 2 digit t
Regional 8XX Charges 0.0220' 0.1107' 6 sec 6 sec 2 digit t
Long Distance Directory Assistance Charges* 1.99002 1.99002
Rates listed within the Usage Rates section are applicable for all locations,unless otherwise noted on the individual Service Location listing In the Usage Rates
sub-section.
Notes: 1 -Per Minute 2-Per Call 3-Per Minute per Participant
Page 4 of 11
"E I IT i ■ J of- I "
'Rates are subject to change on 30 days notice via bill message on customer's invoice.
"Additional charges apply for all local,long distance and 8XX features,network access charge,router maintenance,CPE maintenance and directory listings.
For the current features pricing,go to btto://www,oaetec.com/about-us/notice.
"'Amounts listed are reasonable approximations based on initial proposal. Actual amounts shall depend on final lease amount set forth in the Customer's
Lease Agreement.
I Local Usage is an additional charge in CA,DC,MA,MD,NH,NJ,NY,PA and RI and will be billed at the current tariffed rate.Rates are subject to change on
30 days notice via bill message on customer's Invoice.
t Each call is billed to two decimal places and rounds the billed amount for each call up to the nearest whole cent.
Location:City of Carmel-Water Department,3450 W 131ST ST,CARMEL,IN 46032-8793
r r r. M�o n th ty g :17; mo, P
_
_
j 4 x " Recurrin Monthly , Monthly , Non Non
Producf Product Charge Recurring Recurring'' Recurring Recurring-
Categoy . (MRC) Quantity Total t;,, Quantity Total= .
PRI T1 Voice $50.00 1 $50.00 1 $0.00
Caller ID -Number+Name Charge Voice $3.25 1 $3.25 0 $0.00
Direct Trunk Overflow Charge' Voice $34.95 1 $34.95 1 $0.00
20 DID Station Numbers' Voice $6.00 5 $30.00 0 $0.00
FSLC Charge* Voice $5.55 5 $27.75 0 $0.00
On Net T1 Access $20.00 1 $20.00 1 $0.00
Toll-Free Access* Voice $0.87 1 $0.87 0 $0.00
;? _ 22 111a .ZIS4,W a. 0.0/'. . rAi"OTA E f t$166182j' t t fr t,i)T000
Usage Rates
, 7,77*-'
Dedicated Switched y�Initial ! AddltIonaI'e Call.
L Usage.T ~', Rate, ' 'Rate -Increment Increment; Rounding
�,,,9.0. YPe _ - � r ii
Caribbean Long Distance Charges' Bronze' 30 sec 6 sec 2 digit t
Canadian Long Distance Charges' Bronze' 6 sec 6 sec 2 digit t
Canadian 8XX Charges' 0.0250' 0.0657' 6 sec 6 sec 2 digit t
t Each call is billed to two decimal places and rounds the billed amount for each call up to the nearest whole cent.
Location:City of Carmel-1 Civic Sq,1 Civic Sq,CARMEL,IN 46032-2584
Monthly Vi`'� Recurring Monthly Monthly ; Non Non
Prodg �hatg� Recurri Recurring [Recurring
ec WO ring
r�; Product , Cate o t MRC , Quantity Total Quantity Tota
l,
PRI T1 'Voice $50.00 1 $50.00 1 $0.00
Caller ID -Number+Name Charge Voice $3.25 1 $3.25 0 $0.00
Direct Trunk Overflow Charge* Voice $34.95 1 $34.95 1 $0.00
20 DID Station Numbers' Voice $6.00 5 $30.00 0 $0.00
FSLC Charge' Voice $5.55 5 $27.75 0 $0.00
On Net T1 Access $25.00 1 $25.00 1 $0.00
Toll-Free Access' Voice $0.87 1 $0.87 0 $0.00
_ s '," , 4 .,. ' `;' 1 � ., '° T�OTAI.,'" g µ _ .',�. $171.82 o $0 00
Usage Rates
f4 Dedicated Switched �Initial Additional Call
a �
9U age Type- . . Rate Rate Increment Inc ement,¢ Rounding,.
Canadian Long Distance Charges' Bronze' 6 sec 6 sec 2 digit t
Caribbean Long Distance Charges' Bronze' 30 sec 6 sec 2 digit t
Out of State 8XX Charges' 0.0220' 0.1107' 6 sec 6 sec 2 digit t
Canadian 8XX Charges' 0.0250' 0.0657' 6 sec 6 sec 2 digit t
t Each call is billed to two decimal places and rounds the billed amount for each call up to the nearest whole cent.
Page 5 of 11
"EXHIBIT coo "
Location:City of Carmel-3rd Ave,459 3rd Ave SW,CARMEL,IN 46032
Recurring °Wionthly ,Monthly'''. Non Non
, Product, Charge Recurring, Recurring Recurring Recurring
Product. Category, (MRC) Quantity Total '''' Quantity,, , otala
Shared Intrastate MPLS Port-1.5 Mbps Charge Data $38.16 1 $38.16 1 $0.00
Cisco 2431-1T1E1 Charge Equipment $30.00 1 $30.00 1 $275.00
Advanced Managed Router Charge Data $35.00 1 $35.00 1 $0.00
FSLC-Data Charge Data $16.65 1 $16.65 0 $0.00
Phone System Centralization VTN with existing Voice&Data
PAETEC Facility $0.50 80 $40.00 0 $0.00
Toll-Free Access* Voice $0.87 1 $0.87 0 $0.00
Dynamic IP T1 Access $23.00 1 $23.00 1 $0.00
tit t _,";r a, ' `r'r" `':�,t R r .' }$' `k T- =i r:3 "v tTO 17141�I * 7- 18.68, ''xT��'.t` v Q t
s.��war .s, a-'1 t_.rii xl.cr t i+xa z. i 5. i..a�- ��s.v.�:=}x��-''�'' &t3.� t.."`�.��£>"a%��«.;-. !275 00
Usage Rates
Dedioated� Switched Initial Additional'- f Call -"'
)Uage Type ; hate.' , Rate 'increment l 'Increment Rounding,;
Caribbean Long Distance Charges* Bronze' 30 sec 6 sec 2 digit t
Canadian Long Distance Charges* Bronze' 6 sec 6 sec 2 digit t
Canadian 8XX Charges* 0.0250' 0.0657' 6 sec 6 sec 2 digit t
t Each call is billed to two decimal places and rounds the billed amount for each call up to the nearest whole cent.
Page 6 of 11
2®=
66 E H F k IT II� 99
VoIP NOTIFICATION
IMPORTANT CUSTOMER INFORMATION REGARDING
EMERGENCY SERVICES - 911 DIALING
Introduction: You have,or are about to,purchase or subscribe to PAETEC's,a Windstream company,Dynamic IP service. This service,
also known as Voice over Internet Protocol service,is referred to as"VoIP"and/or its product name,"Dynamic IP"and is collectively hereinafter
referred to as the"VoIP Service."
Description of 911-Type Dialing Capabilities
PAETEC does offer E911 dialing service within PAETEC VoIP-serviceable areas in the U.S When you dial 911,your call is routed from the
PAETEC network to the Public Safety Answering Point("PSAP")or local emergency service personnel designated for the address that you
listed at the time of activation.
Power Failure, Disruptions or Suspension of Your Account
You acknowledge and understand that 911dialing may not function in the event of a power failure or disruption. Should there be an
interruption in the power supply,the VoIP Service and 911-type dialing MAY NOT function until power is restored. A power failure or disruption
may require you to reset or reconfigure equipment prior to utilizing the VoIP Service or 911 dialing. You also understand that service outages
or suspension or termination of service by PAETEC may prevent ALL Service including 911-type dialing. You acknowledge and understand
that service outages due to suspension of your account as a result of billing issues may prevent ALL Service,including 911-type dialing. You
acknowledge and understand that if there is a service outage for ANY reason,such outage may prevent ALL Service, including 911 dialing.
Such outages may occur for a variety of reasons,including, but not limited to those reasons described elsewhere in this Notification.
Limitation of Liability and Indemnification
•
You acknowledge and understand that PAETEC's liability is limited for any VoIP Service outage and/or inability to dial 911 from your line or to
access emergency service personnel,as set forth in this Notification and PAETEC's Standard Terms and Conditions of service and/or any
applicable service specific terms and conditions. You agree to defend, indemnify,and hold harmless PAETEC, its officers,directors,
employees,affiliates and agents from any and all claims,losses,damages,fines, penalties,costs and expenses(including,without limitation,
reasonable attorneys fees)by,or on behalf of, Customer or any third party or user of Customer's service relating to the absence,failure or
outage of the VoIP Service,including 911-type dialing and/or inability of Customer or any third person or party or user of Customer's service to
be able to dial 911 or to access emergency service personnel.
Failure to Designate the Correct Physical Address When Activating 911-type Dialing
Failure to provide the current and correct physical address and location by following the instructions from the designated PAETEC
representative will result in any 911 communication you may make being routed to the incorrect local emergency service provider. This must
be the actual physical street address where you are located,not a post office box,mail drop or.similar address.
Telephone Number Identification
At this time in the technical development of PAETEC 911-type dialing,it is possible for the Public Safety Answering Point("PSAP")and the
local emergency personnel to identify your phone number when you dial 911,provided the customer provides the correct information in the
initial Service set-up stage. PAETEC's system is configured in most instances to send the automatic number identification("ANI");however,
the PSAP itself must be able to receive the information and pass it along properly. PSAPs are not yet always technically capable of doing so.
You acknowledge and understand that PSAP and emergency personnel may or may not be able to identify your phone number in order to call
you back if the call is unable to be completed, is dropped or disconnected,or if you are unable to speak to tell them your phone number and/or
if the VoIP Service is not operational for any reason, including without limitation those listed elsewhere in this Notification.
•
Page 7 of 11
66E � t'�T � -' —99
•
PAETEC
Third Party Lease Special Terms-(EQUIPMENT)
Service Address 31 1st Ave NW CARMEL, IN 46032-1715 US
A. General Terms. In addition to the Standard Terms and Conditions contained in the Service Agreement("SA")between PAETEC and
Customer,the following terms and conditions apply to lease of certain equipment financed for the Customer by CIT Finance LLC or its assigns
("Lessor").Capitalized terms used in this Schedule to SA("Schedule")that are not otherwise defined herein shall have the meanings ascribed
to them in the SA.
1. In consideration of Customer's term and volume commitment to purchase the PAETEC telecommunications and related services(the
"Services")specified in the SA, PAETEC shall assist Customer in arranging for the equipment described in Section B below(collectively,
"Equipment")to be leased by Lessor to the Customer.Such lease(the"Lease")shall be a separate and distinct agreement from the SA and
shall be an agreement between Lessor and Customer for the lease of the Equipment. The Lease shall be in the form provided by the Lessor
and shall contain terms and conditions that are acceptable to Customer and Lessor.As a convenience to the Customer and provided that the
Customer complies with its obligations under the SA, PAETEC shall,on behalf of Lessor,include in the monthly PAETEC invoice sent to the
Customer an amount for Lessor's charges to the Customer for the Equipment under the Lease which shall be in addition to PAETEC's charges
to the Customer for Services. PAETEC shall remit Customer's payment for the Equipment to the Lessor on behalf of the Customer.Lessor may,
under certain circumstances,discontinue the aforementioned billing arrangement and begin to bill the Customer directly for the charges under
the Lease.
2. The Lease is a stand alone non-cancelable agreement between Lessor and Customer and not governed by the terms and
conditions of the SA.The Customer's obligations under the Lease are in no way modified or relieved by any action,inaction,or
default of the SA by PAETEC and notwithstanding any terms contained in the SA to the contrary,Customer is obligated to make its
payments and perform its obligations in accordance with the terms of the Lease.
3. Subject to Section 9 below,PAETEC is not a lessor,manufacturer,supplier,vendor,distributor or installer of the Equipment(individually,
"supplier"),and Customer has selected the equipment,each supplier,and the Lessor based on Customer's own judgment.
4. Subject to Section 9 below, PAETEC has not made,and does not hereby make any representation or warranty,written or oral,statutory,
express,or implied with respect to the Equipment,any supplier,Lessor,or the Lease.
5. Although PAETEC may provide billing and collection services for the benefit of Lessor,PAETEC and Lessor are separate corporate
entities and PAETEC is not an agent of Lessor,does not represent Lessor,and has no authority to speak for Lessor or to bind Lessor in any
way. Lessor is not an agent of PAETEC,does not represent PAETEC,and has no authority to speak for PAETEC or to bind PAETEC in any
way.
6. Subject to Section 9 below,no supplier is an agent of PAETEC or authorized to speak for PAETEC or to bind PAETEC in any way.
7. Customer shall not make any claim against PAETEC with respect to Lessor,the Lease,any supplier or the Equipment.
8. Customer's obligations under the SA are absolute,unconditional and non-cancelable and shall not be subject to any delay,reduction.
setoff,defense,counterclaim or recoupment for any reason,including,but not limited to,any failure of the Equipment,rejection or cancellation
of the Lease by Lessor or the enforcement of its rights thereunder,or any misrepresentations of Lessor or any supplier.
9. If Customer has selected PAETEC's wholly-owned subsidiary,PAETEC Integrated Solutions Group, Inc.("ISG"),to supply all or part of the
Equipment, nothing in this Schedule shall alter the contractual obligations between ISG and Customer as set forth in the separate agreement
between ISG and Customer.
B. Description of Equipment to be Financed by CUT Finance LLC:SEE ATTACHED
C. Consolidated Billing for Equipment Lease and Services:Credit to Customer. PAETEC will invoice Customer for the Services at
specified in the SA and for the full amount of the Lease payment(including applicable sales tax as calculated by the Lessor upon funding of the
Lease). PAETEC shall provide Customer with a monthly credit for Services in the amount of $0(the"EFS Credit")in consideration of certain
amounts due under the Equipment Lease.Provided that Customer pays PAETEC for the invoiced charges, PAETEC will remit to the Lessor
each month on Customers behalf an amount equal to the monthly charges due under the Lease.Customer will be responsible for all property
taxes as outlined in the Lease.
Accepted By Customer Authorized by PAETEC.a Windstream company
Signature: Signature: 44111.• '���
Printed Name: Printed Name: eiL /
Title: Title: Q j�
Date: Date: I
Page 8 of 11
" I ITI9 aI i'9 9'
mss` i F
CREDIT APPLICATION
BUSINESS Full Legal Name 'Tex Identification No.
INFORMATION sawing street Address
City/County/State/Zip e-mall address
Equipment Location(if different from above)Street Address/City/County/State/Zip
Contact Phone No. Fax No.
( ) ( 1
Nature of Business Years in Business Under Current Ownership!No.of Employees
❑Proprietorship
Principal/Partner/Officer Title I Social Security . O General Partnership
Nome Stroanddress I 0 Limited Partnership
❑Not for Profit
City/State/21p Phone No. O Corporation
( ) U S Corporation
Principal/PartnerrOlficer Title 1 seamty No. Date of Inc.
Name Street Address I State of Inc.
❑Limited Liability
City zip 1W>ate Po. O State or Local Govt
BANK Name Account/Loan Officer Phone No.
REFERENCE 1. (
Address(City,State) Chedui+glLoan Account No.
Bards Name Acoamtloan Officer Phone No.
2. ( )
Address(City,State) Chedcirglloen Account No.
TRADE Trade References(Name,City,State) Contact Name Account No. Phone No.
REFERENCE I. ( )
Phone No.
2. ( )
Phone No.
3. ( )
EQUIPMENT e'er None Tax Identification No. Contact Estimated
INFORMATION Equipment
Erd of Lease Purchase Option: O Fair Market Value Purchase Option Lease Term(Moths) Coat
O Fixed Prins Purchase Option S Other t�
❑Fixed Price Purchase Other
Option 96 d the Total Payment Fads' Coats
Cash Price Estimated
Equipment Description Lease Payment Total Cash
Price
Current Local Cartier Current LD Canter 'Appfeeble tans.d riveq,. rade•
buyout ace.Installation and other oasts
SALES Sales Negotiator Phone No. Area Manager
CONTACT
BUSINESS You,the credit applicant,certify to um that you are applying for credit for a business purpose,and not for personal,fan*or household purposes.
PURPOSE
RELEASE To Whom This Slay Concern'
This wit be your authority and my request to you to release any i form abon requested concerning personal or business credit standing.
X
Signature Date
I,the undersigned Safes Negotiator,hereby certify the customer verbally consented to the release of:. requested concerning personal or
business credit abusing. e
/47//e..//Z-
Date
Page 9 of 11
t
windstream®
PAETEC COMMUNICATIONS,INC. LETTER OF AUTHORIZATION
I am the Customer of Record or the Authorized Representative responsible for payment for each of the telephone numbers listed herein.I appoint PAETEC
Communications,Inc.,on behalf of itself and its affiliates'('PAETEC')a Windstream company to act as my agent for the purpose of collecting account
information(including service records and equipment listings)and implementing the change(s)authorized on this document and to investigate my credit history
to the full extent permitted by applicable law.I understand that I may only select one local exchange carrier and one primary interexchange carrier for any one
telephone number for the services selected below.Further,I understand that my current local exchange provider may charge a per-line fee for changing long
distance carriers.Other charges for switching local exchange carriers may apply.
When accompanied by a signed service agreement,I authorize PAETEC to act as my agent for the purposes of coordinating,ordering,and/or converting of the
specific telecommunications service(s)that my existing telecommunications carrier(s)provide to me.I hereby authorize the change of my telecommunications
carrier(s)from that/those which I am currently using to PAETEC for each of the service types that I have designated below and in my service agreement.This
includes without limitation the removal,addition,rearrangement or conversion of those telecommunications services to PAETEC.I acknowledge that I must not
cancel service with my current provider until the port process to PAETEC is complete.To the extent I have any duplication of service with my current provider,I
understand that I am responsible for canceling such service with my current provider upon completion of service activation with PAETEC.
INSTRUCTIONS:LIST ALL APPLICABLE BILLING TELEPHONE NUMBERS("BTNs and all associated telephone numbers")IN TABLE
2 BELOW OR LIST THE MAIN BILLING TELEPHONE NUMBER BELOW AND ATTACH A DOCUMENT IDENTIFYING ALL ASSOCIATED
TELEPHONE NUMBERS SUBJECT TO THIS LOA;THEN MARK EITHER TABLE 1 OR COMPLETE THE REMAINDER OF THE BLOCKS
IN TABLE 2.
I hereby select PAETEC as my primary provider of:
(1)ALL of the services selected in Table 1 below for all the BTNs listed In Table 2 below:
Table 1
Local Service IntraLata Toll Service In-State Long Domestic Long International
Distance Distance
OR ❑ ❑ ❑ ❑ ❑
(2)on a per line basis, only the selected services for the following BTNs:
Table 2
BTN(Billed Telephone Number)(use additional Local Service IntraLata In-State Long Domestic Long International
sheets for more BTNs) Toll Service Distance Distance
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
THIS AGREEMENT WILL REMAIN IN EFFECT UNTIL REVOKED IN WRITING BY THE CUSTOMER.
Authorized Customer Signature: Date:
Customer Name: City of Carmel Telephone Number:
Customer Address: 31 1st Ave NW Federal Tax ID Number:
City,State,Zip: . CARMEL,IN 46032-1715 D.B.A(if applicable):
'or the following Windstream companies:US LEC CORP.d/b/a PAETEC Business Services;US LEC COMMUNICATIONS L.L.C..d/b/a PAETEC Business
Services;US LEC OF ALABAMA LLC d/b/a PAETEC Business Services;US LEC OF FLORIDA LLC d/b/a PAETEC Business Services;US LEC OF GEORGIA
LLC d/b/a PAETEC Business Services;US LEC OF MARYLAND LLC d/b/a PAETEC Business Services;US LEC OF NORTH CAROLINA L.L.C.d/b/a PAETEC
Business Services;US LEC OF PENNSYLVANIA L.L.C.d/b/a PAETEC Business Services;US LEC OF SOUTH CAROLINA L.L.C.d/b/a PAETEC Business
Services;US LEC OF TENNESSEE L.L.C.d/b/a PAETEC Business Services;US LEC OF VIRGINIA L.L.C.d/b/a PAETEC Business Services,PAETEC
Communications of Virginia,Inc.,McLeodUSA Telecommunications Services,L.L.C.d/b/a PAETEC Business Services and McLeodUSA Information Services,
L.L.C.;Intellifiber Networks,Inc.;Cavalier Telephone L.L.C.d/b/a PAETEC Business Services;Cavalier Telephone Mid-Atlantic L.L.C.d/b/a PATEC Business
Services;Talk America,Inc.d/b/a Cavalier Telephone and PAETEC Business Services:Talk America of Virginia,Inc.,d/b/a Cavalier Telephone and PAETEC
Business Services;LDMI Telecommunications,Inc.d/b/a Cavalier Telephone and PAETEC Business Services;Network Telephone Corporation d/b/a PAETEC
Business Services;The Other Phone Company,Inc d/b/a PAETEC Business Services.
Page 10 of 11
° yr A 919
t1 t r
0,4\
windstream.
TOLL FREE LETTER OF'AGENCY
PAETEC("PAETEC")'now part of Windstream,has authorization for the management and administration of Customer's
Toll-Free number(s)listed below.The undersigned toll free number holder("the holder")appoints PAETEC as the
Responsible Organization("RESP ORG")for the toll free numbers listed below,and authorizes PAETEC to make any
revisions to the information provided below as may be necessary to effect the intended transfer.The holder attests that it is
the exclusive end-using subscriber of such toll free numbers and releases from liability any person to whom this letter is
provided for carrying out the requested transfer of RESP ORG designation,as specified herein.
Toll Free Number: Rings to: Toll Free Number. Rings to:
Customer must provide the following Information exactly as it appears on Customer's most recent bill copy:
City of Carmel
Business Name(the°holders)
31 1st Ave NW
(Current Billing Street Address)
CARMEL,IN 46032-1715
(City,State and Zip)
Customer agrees to pay all charges for toll-free service and any additional charges billed by previous provider(s)of
service(s).The undersigned has read this LOA form and by his/her signature acknowledges receipt of a copy of this
form and agrees to the terms and conditions outlined herein.Customer retains full liability for publication or distribution
of a number prior to connection of the service to the proper facility.
Authorized Signature Date
Print Authorized Name
Title Phone Number
For RESP ORG use only: Current RESP ORG:
Requested Transfer Date: - Time: AM/PM:•
'Or one of these Windstream companies:PAETEC Communications,Inc;McLeodUSA Telecommunications Services,L.L.C.d/b/a
PAETEC Business Services;McleodUSA Information Services,Inc;US LEC COMMUNICATIONS LLC d/b/a PAETEC Business Services;
US LEC OF ALABAMA LLC d/b/a PAETEC Business Services;US LEC OF FLORIDA LLC d/b/a PAETEC Business Services;US LEC OF
GEORGIA LLC d/b/a PAETEC Business Services;US LEC OF MARYLAND LLC d/b/a PAETEC Business Services;US LEC OF NORTH
CAROLINA LLC d/b/a PAETEC Business Services;US LEC OF PENNSYLVANIA LLC d/b/a PAETEC Business Services;US LEC OF
SOUTH CAROLINA LLC d/b/a PAETEC Business Services;US LEC OF TENNESSEE LLC d/b/a PAETEC Business Services;US LEC OF
VIRGINIA L.L.C.d/b/a PAETEC Business Services and PAETEC Communications of Virginia,Inc.,Intellifiber Networks,Inc.;Cavalier
Telephone L.L.C.d/b/a PAETEC Business Services;Cavalier Telephone Mid-Atlantic L.L.C.d/b/a PATEC Business Services;Talk America,
Inc.d/b/a Cavalier Telephone and PAETEC Business Services:Talk America of Virginia,Inc.,d/b/a Cavalier Telephone and PAETEC
Business Services;LDMI Telecommunications,Inc.d/b/a Cavalier Telephone and PAETEC Business Services;Network Telephone
Corporation d/b/a PAETEC Business Services;The Other Phone Company,Inc d/b/a PAETEC Business Services.
Page 11 of 11
66Ex to .1. 19 Hi
PAETEC
PAETEC
STANDARD TERMS AND CONDITIONS OF SERVICE
1. SCOPE. These terms and conditions apply to the . Party's intent not to renew the Agreement at least thirty
provision of all telecommunications and related services (30)days prior to expiration of the then current Term. If a
("Services") by PAETEC' ("PAETEC") to Customer party provides written notice of its intent not to renew,the
under the service agreement("Agreement") to which this Services shall continue under the terms and conditions of
schedule is a part. The Services will be offered in each the Agreement, including application of the Minimum
area to the Customer by PAETEC or by an entity (the Monthly Fee, after expiration of the Term on a month to
"Authorized Entity") which is a subsidiary or affiliate of month basis with the Services priced at PAETEC's then
PAETEC authorized to provide the Services in the current monthly rates exclusive of any Term and Volume
applicable jurisdiction. The terms and conditions of this discounts, promotions or EFS arrangements, until each
Agreement are, and shall be, applicable to the Services respective service is canceled by either Party upon thirty
provided to the Customer by each Authorized Entity. (30) days written notice to the other Party. PAETEC'S
2. TERM. provision of Services is contingent upon Customer's
a) The Agreement shall be effective on the latter of compliance with PAETEC'S credit requirements, which
Customer or PAETEC's signature dates on the Service requirements may be revised during the Term hereof in
Agreement("Effective Date").The term of the Agreement PAETEC'S sole and reasonable discretion.
and the Minimum Monthly Fee shall commence upon b)ADDITIONAL SERVICES. Additional Services
Acceptance of the Service(as hereinafter defined)at all of may be added from time to time by Customer, which
the Service Locations covered by this Agreement, or the Additional Services will be co-terminus with the Term of
Effective Date, whichever is later, and shall continue in the Agreement provided that (i) a minimum in-service
full force and effect for the time period indicated on the period of one (1) year ("Minimum In-Service Period")
first page of the Agreement ("Term"), unless earlier shall apply for each Additional Service; (ii) the parties
terminated in accordance with its terms. During the time amend this Agreement to add the rate schedule applicable
prior to commencement of the Term, Customer shall be to such Additional Service; and (iii) the Minimum
responsible for paying any monthly recurring charges for Monthly Fee shall be adjusted accordingly. In the event
circuits and/or facilities Accepted at the Service that the Term of the Agreement expires prior to expiration
Location(s)which will carry either data,voice or both and of the Minimum In-Service Period for any Additional
associated actual usage of the Services, plus applicable Services, the Agreement shall continue in full force and
taxes and surcharges,provided that in the event Customer effect with respect to such Additional Service only until
cancels the Agreement at any time during this period prior expiration of the Minimum In-Service Period. In the
to commencement of the Term, except as permitted by event that Additional Services are terminated prior to the
Section 6 of the Standard Terms, Customer shall be expiration of the applicable Minimum In-Service Period,
responsible for the early termination charges as set forth Customer shall be responsible for payment to PAETEC of
in Section 7b of the Standard Terms. "Acceptance" as an amount equal to the monthly recurring charges for such
used herein shall mean the earlier of: (i)actual use of the terminated Additional Service, multiplied by the number
Services; (ii) the date the Service is installed and is of months remaining in the applicable Minimum In-
running in test mode in accordance with the requirements Service Period.
of this Agreement, with no trouble tickets established by 3. RATES AND CHARGES.
Customer, or (iii) seven (7) days after delivery of the a)The rates and charges for the Services shall be those set
circuits, facilities and/or Service to Customer's premise. forth in the rate schedule to the Agreement (the "Rate
After expiration of the Term, except where prohibited by Schedule") or other appropriate schedule thereto, in
state law, the Agreement, exclusive of any previously addition to PAETEC's tariffs, as applicable and as
applicable Equipment for Services ("EFS") arrangement amended from time to time. All rates and charges set
shall renew automatically for successive renewal terms, forth in any preliminary quote are subject to final approval
each for a period of time equal to the original Term or and acceptance by PAETEC. The rates and charges in the
such lesser amount as permitted by state law, unless either Rate Schedule apply only to the Services provided at the
Party serves the other Party with written notice of such service address listed on the Rate Schedule of the
Page 1 of6
QA-P-3010-01-LF 1 a 060910
B, R }�T ..11\ (el 3 99
Agreement. Each additional Customer location added bill is not paid by the date which is thirty (30)days after
after the Effective Date of the Agreement shall require its the invoice date listed on the bill (the "Due Date"),
own rate schedule. Calls made using any service offered Customer also shall pay PAETEC a monthly late charge
by PAETEC are rounded up to the next cent at the amount equal to 1.5% of the unpaid balance due(or such
termination of the call. For any PAETEC service used by lesser amount as is the maximum amount permitted under
Customer for which a rate is not specified in the applicable law). Customer must provide PAETEC with
Agreement,PAETEC's standard business rate shall apply. written notice of any disputed charge(s)within ninety(90)
b)Notwithstanding the foregoing,Customer guarantees to days after the invoice date listed on the bill or shall be
PAETEC payment of a Minimum Monthly Fee in the deemed to have waived its rights to dispute the charges.
amount set forth on the first page of the Agreement If the dispute is filed on or before the Due Date for the
("Minimum Monthly Fee"). For each month Customer respective invoice, Customer shall pay the invoiced
agrees to pay the greater of(i)the total amount otherwise amount minus the disputed amount by the Due Date.
due for the month for all Services and any Equipment Customer shall have no right to withhold amounts not
provided under the Agreement, or (ii) the Minimum disputed by the Due Date, provided that payment of an
Monthly Fee. Compliance with the Minimum Monthly invoice shall not be deemed a waiver of Customer's rights
Fee shall be based on Customer's Service charges prior to to later dispute an invoice within the time period
application of any taxes or surcharges. established in this Section. The dispute notice shall set
c)If ten percent(10%)or more of Customer's completed forth in writing in reasonable detail the information
calls are equal to or less than 6 seconds in length("Short concerning the disputed charges and reasons for the
Duration Calls") during any calendar month, PAETEC dispute. PAETEC and Customer shall attempt in good
reserves the right to charge and Customer shall be faith to promptly resolve any objection to the invoiced
responsible for payment of a surcharge of$0.01 per Short amount. If the dispute is subsequently resolved in favor
Duration Call, which surcharge shall be in addition to the of PAETEC, Customer shall pay the disputed amount
rates and charges for the Services and all other applicable previously withheld within ten (10) days of such
surcharges and taxes. If more than forty percent(40%)of resolution, including interest at the rate specified above
Customer's total call attempts are uncompleted during any from the original due date. If the dispute is subsequently
given month, per trunk group and DSO circuit, PAETEC resolved in favor of Customer, PAETEC shall issue a
reserves the right to disconnect the affected circuit or to credit on Customer's subsequent invoice for the disputed
charge Customer$10 per DSO per month per trunk group. amount. If PAETEC initiates legal proceedings to collect
If applicable, the same metrics will be applied on a any amount due hereunder and PAETEC substantially
session (or DSO equivalent) basis for SIP based prevails in such proceedings then Customer shall pay the
termination Sery ices. reasonable costs and expenses, including but not limited
4. TAXES AND SURCHARGES. In addition to the to reasonable attorney fees, expenses, court costs and
rates and charges for the Service(s), Customer shall be service charges, incurred by PAETEC in collecting
responsible for payment of all local, state and federal payment and/or in prosecuting such proceedings and any
taxes, fees and surcharges, however designated, imposed appeals therefrom.
on or based upon the provision, sale, or use of the 6. TERMINATION.
Services, excluding taxes based on PAETEC'S net a)A party may terminate the Agreement on thirty (30)
income. Customer shall be responsible for the payment of days' written notice if the other party materially breaches
all surcharges in effect from time to time, including but the Agreement and such breaching party fails to cure the
not limited to USF,and payphone surcharges, as required breach within such notice period,provided that the cure
or permitted by applicable law,regulation or tariff("Price period for breach of any of Customer's payment
List") and/or as specified on the PAETEC website at obligations shall only be ten (10) days, or as provided by
http://www.paetec.com/notice/legalnotice.html. To the law.
extent a sale is claimed to be subject to a tax exemption, b)A party may terminate the Agreement upon written
and Customer provides.PAETEC with a proper tax notice to the other party if(i)the other party dissolves or
exemption certificate as authorized or required by statute becomes insolvent; (ii) the other party makes an
or regulation of the jurisdiction providing said tax . assignment for the benefit of creditors;(iii)the other party
exemption,PAETEC agrees to exempt Customer from the suspends the transaction of its usual business or consents
collection of taxes to the extent warranted by such to the appointment of a trustee or receiver; or (iv) a
certificate(s).Failure to timely provide said certificate will receiver of the other party is appointed.
result in no exemption being available to Customer for c) If Customer(or any Customer affiliate) is in default of
any period prior to the date that the Customer presents a the terms of any other agreement between PAETEC (or
valid cert ificate. any PAETEC affiliate) and Customer (or any Customer
5. BILLING AND PAYMENT. Billing for a Service affiliate), including but not limited to any payment
shall commence upon Acceptance(as previously defined). obligation to PAETEC or its affiliates, then PAETEC, at
All bills are due and payable upon receipt. If Customer's its sole option, may consider such default as a default
Page 2 of 6
QA-P-3010-01-LF 1 a 060910
"EXH T Nit 17 q�
under this Agreement and provide notice of default in set forth in 47 C.F.R. Section 64.1200 and 16 C.F.R.Part
accordance with the terms of this Agreement. Customer 310. Failure to do so shall constitute a material breach of
further understands and agrees that any breach by the Agreement.
Customer of its obligations under this Agreement shall 10. UNAUTHORIZED USE OF SERVICES.
also be deemed a breach by Customer of its obligations a) Except as provided in subsection(b)below,Customer,
under any other agreements it (or any Customer affiliate) and not PAETEC, shall bear the risk of loss arising from
has entered into with PAETEC and/or its'affiliates and any unauthorized or fraudulent usage of Services provided
understands and agrees that any such breach shall under the Agreement to Customer. PAETEC reserves the
authorize PAETEC and/or any of its affiliates to right, but is not required, to take any and all action it
immediately suspend performance under, and or deems appropriate(including blocking access to particular
terminate, said agreements with Customer(or Customer's calling numbers or geographic areas) to prevent or
affiliates)for default. terminate any fraud or abuse in connection with the
d)In addition to PAETEC's remedies under Section 5 and Services, or any use thereof, provided, however, that any
Section 6(a) hereof, PAETEC shall have the right on such action shall be consistent with applicable federal and
fifteen (15) days prior notice to immediately and without state laws, rules, and regulations. In addition, as a
further notice suspend Services to Customer in the event condition of receiving the telecommunication services
of nonpayment by the Due Date of any charges not contemplated hereunder,Customer shall at all times order
disputed in accordance with the provisions of Section 5. adequate trunking for Customer's call volume. In the
7. TERMINATION LIABILITY. event Customer's call trunking is inadequate to
a) If the Agreement is terminated anytime during the accommodate the call volume it is receiving at any given
Term,Customer shall pay to PAETEC, immediately upon time then PAETEC may, at its sole option, restrict or
demand, (i) all sums then due and unpaid plus (ii) an block calls to the applicable circuits.
amount equal to the Minimum Monthly Fee times the b) Notwithstanding the foregoing, Customer shall not be
number of months left in the Term. No termination liable for unauthorized or fraudulent usage to the extent
liability will apply in the event that the Agreement is that(i) Customer has previously notified PAETEC of the
terminated by Customer pursuant to Section 2 at the end problem; (ii) the problem was within PAETEC'S
of a Term or 6 above as the result of a PAETEC breach, reasonable ability to correct or prevent,and(iii)PAETEC
however, in such event Customer shall be responsible for negligently or willfully fails to correct or prevent such
payment of all charges incurred prior to the termination unauthorized or fraudulent usage.
date. 11. WARRANTY. THE QUALITY OF SERVICE
b) In the event Customer terminates the Agreement at PROVIDED HEREUNDER SHALL BE CONSISTENT
any time during the period prior to commencement of the WITH COMMON CARRIER INDUSTRY
Term, except as permitted by Section 6 above, Customer STANDARDS, GOVERNMENT REGULATIONS AND
shall pay to PAETEC, immediately upon demand, (i) all SOUND BUSINESS PRACTICES. PAETEC MAKES
sums then due and unpaid for the Services plus (ii) an NO OTHER WARRANTIES ABOUT THE SERVICE
amount equal to six(6)times the Minimum Monthly Fee. PROVIDED HEREUNDER, EXPRESSED OR
8. LIMITATIONS OF SERVICE. Notwithstanding IMPLIED, INCLUDING, BUT NOT LIMITED TO,
any other provision contained herein,this Agreement shall ANY WARRANTY OF MERCHANTABILITY OR
apply only to non-carrier services provided directly to FITNESS FOR A PARTICULAR PURPOSE. PAETEC
Customer for use only by Customer. For the avoidance of DOES NOT AUTHORIZE ANYONE TO MAKE A
doubt, Customer may not purchase services under this WARRANTY ON PAETEC'S BEHALF AND THE
retail service agreement and resell services to end users. CUSTOMER MAY NOT RELY ON ANY
Resellers may only secure services from PAETEC under a STATEMENT OF WARRANTY AS A WARRANTY
wholesale service agreement. This Agreement also does OF PAETEC. THIS SECTION SURVIVES
not constitute a joint undertaking for Customer's TERMINATION OF THE AGREEMENT.
furnishing of any service to its own customers. Services 12. LIMITATIONS OF LIABILITY.
provided to Customer under this Agreement may be a) IN NO EVENT SHALL EITHER PARTY (OR ITS
connected to other facilities between certain locations and AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS
thereby constitute a portion of end-to-end service OR AGENTS) BE LIABLE TO THE OTHER PARTY
furnished by Customer to its customers. FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
9. COMPLIANCE WITH LAWS. Each party shall CONSEQUENTIAL OR EXEMPLARY DAMAGES,
comply with all applicable laws, regulations, court INCLUDING, WITHOUT LIMITATION, DAMAGES
decisions or administrative rulings regarding the provision FOR LOSS OF REVENUE, LOSS OF PROFITS, OR
or use of the Services. Without limiting the foregoing,all LOSS OF CUSTOMERS, CLIENTS OR GOODWILL
customers that utilize the Services for the purpose of ARISING IN ANY MANNER FROM THE
making telephone solicitations must comply with the AGREEMENT AND/OR THE PERFORMANCE OR
national do-not-call requirements, including the rules as NONPERFORMANCE HEREUNDER. THIS DOES
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NOT LIMIT CUSTOMER'S RESPONSIBILITY FOR explosion, accident, war, strike, embargo, governmental
THE PAYMENT OF ANY AND ALL PROPERLY DUE requirement, civil or military authority, Act of God,
CHARGES. THIS SECTION SHALL SURVIVE inability to secure materials or labor or any other causes
FAILURE OF AN EXCLUSIVE OR LIMITED beyond its reasonable control. Any such delay or failure
REMEDY AND TERMINATION OF THE shall suspend the Agreement until the Force Majeure
AGREEMENT. ceases.
b) PAETEC'S ENTIRE LIABILITY AND 14. RELATIONSHIP OF PARTIES. Neither the
CUSTOMER'S EXCLUSIVE REMEDIES WITH Agreement nor the provision of Service hereunder shall be
RESPECT TO ANY SERVICE PROVIDED TO deemed to create any joint venture, partnership or agency
CUSTOMER (INCLUDING WITHOUT LIMITATION between PAETEC and Customer. The Parties are
WITH RESPECT TO THE INSTALLATION, DELAY, independent contractors and shall not be deemed to have
PROVISION, TERMINATION, MAINTENANCE, any other relationship. Neither Party shall have, or hold
REPAIR, INTERRUPTION, OR RESTORATION OF itself out as having, the power or authority to bind or
ANY SUCH SERVICE) OR BREACH OF THE create liability for the other by its intentional or negligent
AGREEMENT, WHETHER IN AN ACTION FOR OR act.
ARISING OUT OF BREACH OF CONTRACT, TORT, 15. PAETEC FACILITIES. Equipment furnished by
INCLUDING NEGLIGENCE, INDEMNITY OR PAETEC shall remain its property and shall be returned to
STRICT LIABILITY, SHALL BE AS FOLLOWS: PAETEC on expiration or termination of the Agreement
(I)FOR A SERVICE QUALITY CLAIM (INCLUDING or as earlier requested by PAETEC, in good condition,
INTERRUPTION IN SERVICE),THE OUTAGE CREDIT reasonable wear and tear excepted. Customer shall
UNDER THE SERVICE LEVEL AGREEMENT; (II)FOR reimburse PAETEC for any loss of, or damage to,
TANGIBLE PROPERTY DAMAGE OR PERSONAL PAETEC'S facilities or equipment on the Customer's
INJURY CAUSED BY PAETEC'S NEGLIGENT ACTS premises, except loss or damage caused by PAETEC'S
OR OMISSIONS, OR FOR ANY DAMAGES ARISING own employees,agents or contractors.
FROM THE WILLFUL MISCONDUCT OF PAETEC, 16. NOTICES. All notices and communications under
THE AMOUNT OF PROVEN DIRECT DAMAGES;AND the Agreement shall be in writing and shall be given by
(IlI) FOR ALL OTHER CLAIMS NOT COVERED BY personal delivery, by registered or certified mail, return
THE FOREGOING SUBSECTIONS, THE AMOUNT OF receipt requested, by regular U.S. mail, or by facsimile
PROVEN DIRECT DAMAGES NOT TO EXCEED AN transmission,addressed to the respective Party as set forth
AMOUNT EQUAL TO THE CHARGE APPLICABLE in the first page of the Agreement or to such other address
UNDER THE AGREEMENT FOR THE PERIOD as may be designated in writing by such Party. Notice
DURING WHICH SERVICES WERE AFFECTED. IN shall be deemed given upon mailing or sending.
NO EVENT SHALL PAETEC'S AND ITS 17. ENTIRE AGREEMENT. The Agreement,
AFFILIATES' CUMULATIVE LIABILITY FOR ALL including these Standard Terms and Conditions,
CLAIMS (EXCLUDING (II) ABOVE) ARISING OUT PAETEC's Acceptable Use Policy ("AUP"), Service
OF THIS AGREEMENT EXCEED THE TOTAL Level Agreement ("SLA") and all other schedules
AMOUNT OF ALL FEES PAID BY CUSTOMER TO referenced in the Agreement or at
PAETEC HEREUNDER. THIS SECTION SURVIVES http://www.paetec.com/notice/legalnotice.html and which
TERMINATION OF THE AGREEMENT. are applicable to the Services purchased by the Customer,
c) PAETEC also shall not be liable for any damages PAETEC's applicable tariffs, all of which are expressly
arising out of or relating to: interoperability, interaction, incorporated by reference, and any attached schedules
access or interconnection problems with applications, signed by both parties, represents the entire agreement of
equipment, services, content or networks not provided by the Parties with respect to the subject matter hereof and
PAETEC; Service interruptions or lost or altered supersedes all other agreements, written or oral, between
messages or transmissions.(except to the extent credit the Parties relating to the Service. The tariffs, the
allowances are specified in the applicable Service Level Standard Terms and Conditions, AUP, SLA and other
Agreement);or unauthorized access to or theft, alteration, applicable schedules referenced in the Agreement or at
loss or destruction of Customer's, Users' or third parties' http://www.paetec.com/notice/legalnotice.html may be
applications, content, data, programs, information, modified from time to time. Any other modification to
network or systems. this Agreement shall be in writing and signed by
13. FORCE MAJEURE. Except with respect to authorized representatives of both Parties. In case of any
Customer's payment obligations for Services rendered conflict between the provisions of these Standard Terms
prior to the commencement of a Force Majeure event, and any schedule (including any Addendum), the
notwithstanding any other provision of the Agreement, provisions of the schedule or Addendum shall take
neither Party shall be liable to the other Party for any precedence unless otherwise indicated in writing by
delay or failure in performance of the Agreement to the Customer and PAETEC. A digitized(electronic)copy of
extent such delay or failure is caused by fire, flood, the executed Agreement shall be deemed the same as an
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original copy. The Agreement may be executed in any indebtedness of the assignor or any affiliate of the
number of counterparts, including facsimile counterparts assignor. In the event of any assignment by Customer as
or electronic PDFs, each of which shall be deemed an permitted hereunder, the assignee must comply with
original, but all of which together shall constitute one and PAETEC'S credit and security requirements.
the same instrument. Any hand written notation on this 22. GOVERNING LAW. The Agreement shall be
form or on any portion of the Agreement by Customer is interpreted,construed and enforced in accordance with the
rejected in its entirety unless expressly agreed to in laws of the State of New York, without regard to its
writing by a PAETEC Vice President of Sales. The conflict of laws principles. Each party consents to
information exchanged between Customer and PAETEC personal jurisdiction in the state and federal courts of the
concerning Services, Networks and equipment State of New York.
configuration, as well as information about Customer, 23. SPECIAL CONSTRUCTION. Provision of
constitutes proprietary information. Both Parties agree to Services is subject to PAETEC's approval of the
keep any such information confidential unless either is suitability of Customer's premises for the Services. In
obligated by law to disclose information contained herein. addition, Customer shall be responsible for all costs
Provisions in the Agreement that by their sense and associated with any special construction and/or wiring
context are intended to survive completion of that may be requested and/or required as part of
performance, termination or cancellation of the PAETEC's provision of Service,and all costs arising from
Agreement,shall survive. any Customer requested change in location of all or part
18. REGULATORY CHANGE. PAETEC may amend of the Services prior to the completion of construction or
any contract term or pricing in response to a regulatory installation.
change that materially changes the technical feasibility or 24. TELEPHONE NUMBERS. In no event shall
economics of providing service. PAETEC will notify PAETEC be liable for (i) any telephone numbers
Customer in writing when exercising this right, after published or distributed by Customer prior to Acceptance
which Customer will have thirty (30) days from the date of Service (as hereinabove defined) at all of the Service
of the notice to terminate the adversely affected Services Locations covered under the Agreement; or (ii) for any
for cause by notifying PAETEC in writing. If Customer directory publishing error.
does not respond in writing to PAETEC within thirty (30) [end of schedule]
days, Customer waives its right to terminate. For
avoidance of doubt, Customer's remedy pursuant to this
section shall not apply for rates otherwise subject to ' PAETEC is defined for purposes of this Agreement to
change as designated on Customer's Rate Schedule(s). include PAETEC Communications,Inc.,PAETEC Com-
19. WAIVER. No term or provision herein shall be munications of Virginia,Inc.,PAETEC Software Corp.,
waived, and no breach or default excused, unless such McLeodUSA Telecommunications Services,Inc.d/b/a
waiver or consent is in writing and signed by the Party to PAETEC Business Services;McLeodUSA Information
which it is attributed. No consent by a Party to,or waiver Services,Inc;US LEC COMMUNICATIONS INC.d/b/a
of, a breach or default by the other, whether expressed or
PAETEC Business Services;US LEC OF ALABAMA
implied, shall constitute a consent to or waiver of any LLC d/b/a PAETEC Business Services;US LEC OF
subsequent breach or default. FLORIDA LLC d/b/a PAETEC Business Services;US
20. PARTIAL INVALIDITY. If any provision of the LEC OF GEORGIA LLC d/b/a PAETEC Business Ser-
Agreement shall be held to be invalid or unenforceable, vices;US LEC OF MARYLAND LLC d/b/a PAETEC
such invalidity or unenforceability shall not invalidate or Business Services;US LEC OF NORTH CAROLINA
render the Agreement unenforceable, but rather the INC.d/b/a PAETEC Business Services;US LEC OF
Agreement shall be construed as if not containing the PENNSYLVANIA LLC d/b/a PAETEC Business Servic-
invalid or unenforceable provision. However, if such es;US LEC OF SOUTH CAROLINA LLC d/b/a PAE-
provision is an essential element of the Agreement, the TEC Business Services;US LEC OF TENNESSEE INC.
Parties shall promptly attempt to negotiate a substitute d/b/a PAETEC Business Services;and US LEC OF VIR-
therefor. GINIA L.L.C.d/b/a PAETEC Business Services.
21. ASSIGNMENT. Customer may not assign the The PAETEC entity that is providing regulated services to
Agreement without the written consent of PAETEC, Customer under the Agreement is the entity that is certifi-
which consent shall not unreasonably be withheld or cated to provide local exchange and intrastate interex-
delayed;provided that no such consent shall be required change services in the state in which local exchange ser-
for any assignment by a party to an entity that either vice is being supplied. All services provided to Customer
controls or is controlled by or is under common control by that entity are provided subject to that particular enti-
with that party; or to an entity which succeeds to all or ty's federal and state tariffs. To the extent that multiple
substantially all of such party's assets whether by merger, operating subsidiaries are certificated in a particular state,
sale or otherwise; or to any institutional lender to whom the entity providing service is the entity that submitted an
this Agreement is assigned as collateral security for any order to secure the local access loop that is required to
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provide such service.
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