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Home My WebLink AboutTime Warner Cable; 2015-09-10;' TIME WARNER CABLE Business Class Account Executive: Gustavo Duarte Phone: (858) 635-8457 ext:8306 Cell Phone: (858) 357-5611 Fax: 704-973-6272 Email: gustavo.duarte@twcable.com Order# 4842230 Business Name City of Carlsbad Customer Type: Federal Tax ID Tax Exempt Status Tax Exempt Certificate # *****4793 Billing Address Attention To: Account Number 2560 Orion Way, Carlsbad, CA 92010 Carlsbad CA 92010 8448410010421539 Billing Contact Billing Contact Phone Billing Contact Email Address Maria Callander (760) 931-2176 maria.callander@carlsbadca.gov Authorized Contact Authorized Contact Phone Authorized Contact Email Address Sean Reese (760) 931-2212 sean. reese@carlsbadca.gov Technical Contact Technical Contact Phone Technicai Contact Email Address Joe Stephenson (760) 931-2182 ioe.stephenson@carlsbadca.gov Dedicated Internet, iWetro Ethernet, and Private Line Service Order Information For 2560 Orion Way Police PTP Carlsbad CA 92010 Location Site Name Address Location Type Bandwidth 2560 Orion Way Carlsbad, CA 92010 Page 1 of 3 ^ TIME WARNER CABLE Business Class New and Revised Services and Monthly Charges At 2560 Orion Way Unit Police PTP, Carlsbad CA 92010 iUlonthiy Description Quantity Sales Price Recurring Totai Contract Term Dedicated Internet Access 10OM 1 $1,850.00 $1,850.00 36 Months *Totai $1,850.00 *Prices do not include taxes and fees. One Time fees At 2560 Orion Way Unit Police PTP, Carlsbad CA 92010 Description Quantity Sales Price Totai Dedicated Internet Access Installation 1 $500.00 $500.00 Totai $500.00 'Prices do not include taxes and fees. Page 2 of 3 ^ TIME WARNER CABLE Business Class Special Terms The following language is hereby added to Section 9.2 of the Terms and Conditions: If Customer receives a request to disclose any TWO Materials, including the Master Agreement, under any public information act, open records act, or similar law ("Request"), Customer shall immediately notify TWC and prior to disclosure give TWC an opportunity to take any protective action TWC deems appropriate. If TWC has not responded timely to the Request, as defined by the applicable law for which the Request is made pursuant to, Customer may, in its sole discretion and without being in breach of this Master Agreement, respond to the Request as Customer deems appropriate. Customer, in its sole discretion may submit the Request to TWC for response, including, any and all subsequent legal actions or challenges related to the non-disclosure. Section 21.0 of the Terms and Conditions is hereby deleted. The second, third, and fourth sentences of Section 22.0 of the Terms and Conditions are hereby replaced with the following language: Any legal action brought under or in connection with the subject matter of the Master Agreement shall be brought in the United States District Court for the Southern District of California or, if such court would not have jurisdiction over the matter, then in a California State court sitting in San Diego County, California. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Master Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Master Agreement in the Federal or state courts sitting in San Diego County, California, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. Electronic Signature Disclosure By signing and accepting below you are acknowledging that you have read and agree to the terms and conditions outlined in this document. Authorized Signature for Time Warner Cable Enterprises LLC Authorized Signature for Customer Printed iTame and Titie i Printed Name and Titie Date signed Date Signed ^. APPROV Page 3 of 3 PAl^G. EDMONSON ^.Assistant City Attomey City of Carist>ad Service Agreement ^ TIME WARNER CABLE Business Class This Time Wamer Cable Business Class Service Agreement ("Service /^reement") in addition to the Time Warner Cable Business Class Terms and Conditions ("Terms and Conditions") and any Time Warner Cable Business Class Service Orders (each, a "Service Order"), constitute the Master Agreement by and between customer identified below ("Customer") and Time Warner Cable ("TWC" or "Operator") and is effective as of the date last signed below. Time Warner Cable Information Time Warner Cable Enterprises LLC Street: 10450 Pacific Center Ct City: San Diego State: CA Zip Code: 92121 Customer Information Contact: Gustavo Duarte Telephone: (858) 635-8457 Facsimile: 704-973-6272 8306 Customer Name (Exact Legal Name): City of Carlsbad Federal ID No: *****4793 Billing Address: 2560 Orion Way, Carlsbad, CA 92010 Suite: City: Carlsbad State: Zip Code: CA 92010 Billing Contact Name: Maria Callander Phone: (760) 931-2176 E-mail: maria.callander@carlsbadca.gov Authorized Contact Name: Sean Reese Phone: (760) 931-2212 E-mail: sean.reese@carlsbadca.gov THIS SERVICE AGREEMENT HEREBY INCORPORATES BY REFERENCE THE TERMS AND CONDITIONS (AVAILABLE AT WWW.TWCBC.COM/LEGAL), A COPY OF WHICH WILL BE PROVIDED TO CUSTOMER UPON REQUEST. BY EXECUTING THIS SERVICE AGREEMENT BELOW, CUSTOMER ACKNOW LEDGES THAT: (1) CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS, INCLUDING SECTION 21 THEREOF, WHICH PROVIDES THAT THE PARTIES DESIRE TO RESOLVE DISPUTES RELATING TO THE TIME W ARNER CABLE BUSINESS CLASS SERVICES AGREEMENT THROUGH ARBITRATION; AND (2) BY AGREEING TO ARBITRATION, CUSTOMER IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY. By signing and accepting below you are acknowledging that you have read and agree to the terms and conditions outlined in this document. '5- Electronic Signature Disclosure *< 52. ^ O Cfl Authorized Signature for Time Warner Cable Enterprises LLC Authorized Signature for Customer 3. 0 m ^ ^^/A/^^'^^y^ ——— Q- g -^t Name (printed): \^ 1 -Name (prfrued): \t^rcie\A\ rki/«r cw/^r^ fl! 3 C) Title: ^ Date: INTERNET | VOICE | TELEVISION j ETHERNET j CLOUD ^ TIME WARNER CABLE Business Class" SERVICE-LEVEL AGREEMENT DEDICATED INTERNET ACCESS Tfiis document outlines tlie Service-Level Agreement ("SLA") for Dedicated Internet Access ("DIA") fiber-based sen/ice (the "Service"). Capitalized words used, but not defined herein, shall have the meanings given to them in the Time Warner Cable Business Class Sen/ice Agreement (including the terms and conditions, attachments, and Service Orders described therein, the "Agreement"). This SLA is a part of, and hereby incorporated by reference into, the Agreement. If any provision of this SLA and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this SLA shall control. This SLA document applies only to services provided over TWC's own networic ("On-Net") and not to any portion that is provided by a third party. Ail SLA Targets in the table below are measured at the individual circuit or sen/ice level, and any applicable credits are issued only for the affected On-Net circuit or service (the "Affected Service"). I. SLA Targets for On-Net Services SERVICE AVAILABILITY MEAN TIME TO RESTORE ("MTTR") LATENCY/FRAME DELAV (ROUNDTRIP) JIHER/FRAME DELAY VARIATION PACKET LOSS/ FRAME LOSS End to End: 99.99% Priority 1 Outages within 4 hours 45ms <2ms <0.1% II. Priority Classification A "Service Disruption" is defined as an outage, disruption, or severe degradation, other than an Excluded Disruption, that interferes with the ability of a TWC network hub to: (i) transmit and receive network traffic on Customer's dedicated access port at the TWC network hub; and (ii) exchange network traffic with another TWC network hub. The Service Disruption period begins when Customer reports a Sen/ice Disruption using TWC's trouble ticketing system by contacting Customer Care, TWC acknowledges receipt of such trouble ticket, TWC validates that the Service is affected, and Customer releases the Service for testing. The Service Disruption ends when the Affected Service has been restored. "Service Degradation" means a degradation of the Service that is not a Service Disruption or a result of an Excluded Disruption, such as failure of the Service to achieve the SLA Targets for Latency / Frame Delay, Jitter / Frame Delay Variation, or Packet / Frame Loss. "Excluded Disruptions" means (i) planned outages, (ii) routine or urgent maintenance, (iii) time when TWC is unable to gain access to Customer's premises to troubleshoot, repair or replace equipment orthe Service, (iv) service problems resulting from acts of omissions of Customer or Customer's representatives or agents, (v) Customer equipment failures, (vi) Customer is not prepared to release the Service for testing, and (vii) Force Majeure Events. TWC will classify Service problems as follows: PRIORITY CRITERIA Priority 1 A. Service Disruption resulting in a total loss of Service; or B. Service Degradation to the point that Customer is unable to use the Sen/ice and is prepared to release it for immediate testing (each a "Priority 1 Outage"). Priority 2 Service Degradation where Customer is able to use the Sen/ice and is not prepared to release it for immediate testing. Priority 3 A. A service problem that does not impact the Sen/ice; or B. A single non-circuit specific quality of Service inquiry. INTERNET | VOICE | TELEVISION | ETHERNET | CLOUD ^ TIME WARNER CABLE Business Class" DEDICATED INTERNET ACCESS SERVICE-LEVEL AGREEMENT (CONT) III. Sen/ice Availability "Service Availability" is calculated as the total number of minutes in a calendar month less the number of minutes that the On-Net Service is unavailable due to a Priority 1 Outage ("Downtime"), divided by the total number of minutes in a calendar month. The following table contains examples of the percentage of Service Availability translated into minutes of Downtime for the 99.99% Service Availability Target: PERCENTAGE BY DAYS PER MONTH TOTAL MINUTES/MONTH DOWNTIME MINUTES 99.99% for 31 Days 44,640 4.5 99.99% for 30 Days 43,200 4.3 99.99% for 29 Days 41,760 4.2 99.99% for 28 Days 40,320 4 IV. Mean Time to Restore (' MTTR") The MTTR measurement for Priority 1 Outages is the average time to restore Priority 1 Outages during a calendar month calculated as the cumulative length of time it takes TWC to restore an On-Net Service following a Priority 1 Outage in a calendar month divided by the corresponding number of trouble tickets for Priority 1 Outages opened during the calendar month for the On-Net Service. MTTR per calendar month is calculated as follows: MnR = Cumulative length of time to restore Priority 1 Outage(s) per On-l\let Senrice Total number of Priority 1 Outage trouble tickets per On-Net Service V. Latency / Frame Delay Latency or Frame Delay is the average roundtrip network delay measured every 5 minutes during a calendar month, unless measurement is not possible as a result of an Excluded Disruption, to adequately determine a consistent average monthly performance level for frame delay for each On-Net Sen/ice. The roundtrip delay is expressed in milliseconds (ms). TWC measures frame delay on an end-to-end basis using a standard 64-byte ping from the Customer's dedicated access port at the Customer premises to the TWC Internet access router in a roundtrip fashion. Latency is calculated as follows; Latency / Frame Delay = Sum ofthe roundtrip delay measurements for an On-Net Service Total # of measurements for an On-Net Senrice INTERNET | VOICE I TELEVISION I ETHERNET | CLOUD ^ TIME WARNER CABLE Business Class" DEDICATED INTERNET ACCESS SERVICE-LEVEL AGREEMENT (CONT) VI. Packet Loss / Frame Loss Ratio Packet Loss or Frame Loss Ratio is defined as the percentage of frames that are not successfully received compared to the total frames that are sent in a calendar month, except where any packet or frame loss is the result of an Excluded Disruption. The percentage calculation is based on frames that are transmitted from a network origination point and received at a network destination point (TWC network hub to TWC network hub). Packet Loss / Frame Loss Ratio is calculated as follows: Packet Loss / Frame Loss (%) = 100 (%) - Frames Received Vll. Jitter / Frame Delay Variation Jitter or Frame Delay Variation is defined as the variation in delay for two consecutive frames that are transmitted (one way) from a network origination point and received at a network destination point (TWC network hub to TWC network hub). TWC measures a sample set of frames every 5 minutes during a calendar month, unless measurement is not possible as a result of an Excluded Disruption, and determines the average delay between consecutive frames within each sample set. The monthly Jitter / Frame Delay Variation is calculated as the average of all of the frame delay variation measurements during such calendar month and is expressed in milliseconds (ms). Jitter / Frame Delay Variation = Sum of the Frame Delay Variation measurements for an On-Net Service Total # of measurements for an On-Net Service Vlll. Networic Maintenance Maintenance Notice: Customer understands that from time to time TWC will perform network maintenance for network improvements and preventive maintenance. In some cases, TWC will need to perform urgent network maintenance, which will usually be conducted within the routine maintenance windows. TWC will use reasonable efforts to provide advance notice of the approximate time, duration, and reason for any urgent maintenance outside the routine maintenance windows. Maintenance Windows: Routine maintenance may be performed Monday - Friday 12 midnight - 3 a.m. Local Time. INTERNET I VOICE | TELEVISION | ETHERNET | CLOUD ^ TIME WARNER CABLE Business Class" DEDICATED INTERNET ACCESS SERVICE-LEVEL AGREEMENT (CONT) IX. Remedies Service Credits: If the actual performance of an On-Net Service during any calendar month is less than the SLA Targets, and Customer has complied with the requirements in this SLA, then Customer may request credit(s) equal to the percentage(s) of the monthly Service Charges for only the Affected Service as set forth in the table below. Any credits will be applied as an offset against any amounts due from Customer to TWC. All credits must be: (!) requested by the Customer within 30 days of a Service Disruption or Service Degradation by calling the Customer Care Center and opening a trouble ticket, and (ii) confirmed by TWCBC engineering support teams as associated with a trouble ticket and as failing to meet the applicable SLA Targets. SERVICE AVAILABIUTY MEAN TIME TO RESTORE ("MTTR") LATENCY/FRAME DELAY (ROUNDTRIP) JIHER/FRAME DELAY VARIATION PACKET LOSS/ FRAME LOSS 30% > 4 hours s 7:59:59 hours 4% 5% 5% 5% > 8 hours 10% Except as set forth below, the credits described in this SLA shall constitute Customer's sole and exclusive remedy, and TWC's sole and exclusive liability with respect to TWC's failure to meet any SLA Targets. All SLA Targets are monthly measurements and Customer may request only one credit per SLA Target per month up to a maximum of 40% of the monthly Service Charges for the Affected Service. Customer shall not be eligible for credits exceeding four (4) months of Customer's applicable monthly Service Charges during any calendar year Chronic Priority 1 Outages: If Customer experiences and reports three (3) separate Priority 1 Outages where the Downtime exceeds four (4) hours during each Priority 1 Outage within three (3) consecutive calendar months, then Customer may terminate the Affected Service without charge or liability by providing at least thirty (30) days written notice to TWC; provided, however, that (i) Customer may only terminate the Affected Service; (ii) Customer must exercise its right to terminate the Affected Sen/ice by providing written notice to TWC within thirty (30) days after the event giving rise to Customer's termination right; (iii) Customer shall have paid TWC all amounts due at the time of such termination for all Services provided by TWC pursuant to the Agreement, and (iv) the foregoing termination right provides the sole and exclusive remedy of Customer and the sole and exclusive liability of TWC for chronic Priority 1 Outages and Customer shall not be eligible for any additional credits. Termination will be effective forty-five (45) days after TWC's receipt of such written notice of termination. ADDENDUM TO Time Warner Cable Business Class Terms and Conditions Between Time Warner Cable and City of Carlsbad This Addendum amends and modifies the Time Warner Cable Business Class Terms and Conditions (the "Terms and Conditions") by and between City of Carlsbad ("Customer") and Time Wamer Cable Enterprises LLC ("TWC"). The parties agree that the following modifications to the Terms and Conditions shall tal<e precedence over all other terms and conditions in conflict whether such term or condition is stated in any Time Warner Cable Business Class Service Orders, Time Warner Cable Business Class National Service Agreement, or a Time Warner Cable Business Class Service Agreement, and/or IVIaster Agreement by and between Customer and TWC. The following language is hereby added to Section 9.2 of the Terms and Conditions: If Customer receives a request to disclose any TWC Materials, including the IVIaster Agreement, under any public information act, open records act, or similar law ("Request"), Customer shall immediately notify TWC and prior to disclosure give TWC an opportunity to tal<e any protective action TWC deems appropriate. If TWC has not responded timely to the Request, as defined by the applicable law for which the Request is made pursuant to. Customer may, in its sole discretion and without being in breach of this IVIaster Agreement, respond to the Request as Customer deems appropriate. Customer, in its sole discretion may submit the Request to TWC for response, including, any and all subsequent legal actions or challenges related to the non-disclosure. Section 21.0 of the Terms and Conditions is hereby deleted. The second, third, and fourth sentences of Section 22.0 of the Terms and Conditions are hereby replaced with the following language: Any legal action brought under or in connection with the subject matter of the Master Agreement shall be brought in the United States District Court for the Southern District of California or, if such court would not have jurisdiction over the matter, then in a California State court sitting in San Diego County, California. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Master Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Master Agreement in the Federal or state courts sitting in San Diego County, California, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. [signature page follows] TWC: Time Warner Cable Enterprises LLC By: Name: ^ Le^^^<3.vdyV Title: SCXV^^S ^9 Date: Customer: City of Carlsbad, a municipal corporation of the State of California By: Cify IVIanager or Mayor or Director Date: 9/^'/^ ATTEST: lAl^BARA ENGL^f SON BA City Clerl< Date: APPROVED AS TO FORM CELIA A City Attorney 8041737 2-9/2/2015