HomeMy WebLinkAbout05.G- Information Technology RESOLUTION (ID # 3608) DOC ID: 3608 A
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Agreement/Contract
From: Larry Martin M/CC Meeting Date: 01/20/2015
Prepared by: Larry Martin, (909) 384-
5947
Dept: Information Technology Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing
the Execution of an Agreement and Issuance of a Purchase Order to Time Warner
Cable for Direct Internet Service. (#3608)
Current Business Registration Certificate: No
Financial Impact:
Account Budgeted Amount: $215,500.00 Account No. 679-250-0060-5502
Account Description: Professional/contractual services
Balance as of: 12/13/2015 $34,150.00
Balance after approval of this item: $17,460.00
Please note this balance does not indicate available funding. It does not include non-
encumbered reoccurring expenses or expenses incurred, but not yet processed.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
On February 21, 2012, the Mayor and Common Council authorized an agreement and
execution of a Purchase Order to Time Warner Cable for direct Internet service for a
three-year term (Council action 2012-26).
Background:
Time Warner has been the City's Internet Service Provider for over 9 years. The high
speed connection provided by Time Warner is of high importance for e-mail and the
Internet applications the City relies heavily on. The speed of this connection is 60
megabits per second full duplex.
The attached agreement would be for a five year term. It would also increase the
available bandwidth to 100 megabits per second. The monthly cost for the service
would be $1,551.25. This represents a 55.6% reduction in monthly cost while increasing
the available bandwidth by 66% as compared to the previous contract.
City Attorney Review:
Supporting Documents:
Time Warner Reso (DOC)
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3608
3608 (PDF)
Time Warner Contract- Attachment 1 (PDF)
Updated: 1/13/2015 by Georaeann "Giai" Hanna A
1 RESOLUTION NO.
2
3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
4 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF A PURCHASE ORDER TO TIME WARNER CABLE FOR
5 DIRECT INTERNET SERVICE.
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
7 CITY OF SAN BERNARDINO AS FOLLOWS:
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8 SECTION 1: That Time Warner Internet Services is the selected source for the City's d
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9 Internet access services. Pursuant to this determination, the Director of Finance or his/her N
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Designee is hereby authorized to issue an Annual Purchase Order to Time Warner Cable for a
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the City's Internet access services in the amount not exceed $19,000.00 for fiscal year
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2015/2016 for 100 megabit per second Ethernet Internet service with four one year renewal F-
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14 options as long as funds are available and appropriated in the budget each fiscal year. The
15 Purchase Order shall reference the number of this resolution and shall read, "For 100 megabit
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16 per second fiber Internet services".
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17 SECTION 2: That the City Manager of the City of San Bernardino is hereby
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authorized to execute on behalf of said City an Agreement between the City of San
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20 Bernardino and Time Warner Cable, a copy of which is attached hereto, marked Exhibit "A", E
21 and incorporated herein as if fully set forth at length.
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22 SECTION 3: This purchase is exempt from the formal contract procedures of Section a
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3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code, "Purchases
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approved by the Mayor and Common Council".
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1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
2 AND ISSUANCE OF A PURCHASE ORDER TO TIME WARNER CABLE FOR
DIRECT INTERNET SERVICE.
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4 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor
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and Common Council of the City of San Bernardino at a meeting
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7 thereof, held on the day of , 2015, by the following vote, to wit:
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9 Council Members: AYES NAYS ABSTAIN ABSENT y
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10 MARQUEZ a
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14 SHORETT
15 NICKEL
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16 JOHNSON
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17 MULVHILL
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20 Georgeann Hanna, City Clerk E
21 The foregoing resolution is hereby approved this day of , 2015.
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R. Carey Davis, Mayor
24 City of San Bernardino
25 Approved as to form:
26 Gary D. Saenz, City Attorney
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By:
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Exhibit A
VENDOR SERVICES AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
TIME WARNER CABLE FOR
100 MEGABIT FIBER INTERNET SERVICES
This Vendor Services Agreement (the "Agreement") is entered into this _ day of , 20_, BY
AND BETWEEN:
the City of San Bernardino, a Charter City organized under the laws of the State of California, with an
address of 300 M "D" Street, San Bernardino, California (the"CITY");
AND,
Time Warner Cable Enterprises, LLC, a telecommunications technology company, with a place of E
business at 17777 Center Court Drive, Suite 800 City of Cerritos, Ca. 90703 (the "VENDOR")
(individually CITY and VENDOR may be referred to as a "PARTY" and collectively CITY and Q
VENDOR may be referred to as the"PARTIES"). N
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WITNESSETH : a
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WHEREAS, the Mayor and Common Council of CITY have determined that it is advantageous and in
the best interest of the CITY to contract for 100 megabit fiber Internet services, and, L
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WHEREAS, CITY and VENDOR desire to contract for 100 megabit fiber Internet services and desire �
to set forth their rights, duties, and liabilities in connection with their performance; and,
WHEREAS, no official or employee of the CITY has a financial interest, within the provisions of
California Government Code, Sections 1090-1092, in the subject matter of this Agreement.
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NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the
PARTIES hereby agree as follows: M
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1. SCOPE OF SERVICES. E
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For the remuneration stipulated, CITY hereby engages the services of VENDOR to provide those products and Q
services as set forth on Attachment "1," attached hereto and incorporated herein.
2. COMPENSATION AND EXPENSES.
2.1 Compensation. VENDOR shall be paid for the services set forth in Attachment "1" a total fixed
sum of $93,075.00. No other amounts, except those expressly provided for in this Agreement,
shall be paid by CITY.
2.2 Additional Services. VENDOR shall not receive compensation for any services provided
outside the scope of services specified in this Agreement unless the CITY,prior to VENDOR
ENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TIME WARNER CABLE FOR
100 MEGABIT INTERNET SERVICES
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performing the additional services, approves such additional services in writing. It is specifically
understood that oral requests and/or approvals of such additional services or additions!
compensation shall be barred and are unenforceable.
333 Method of Billing. VENDOR may submit invoices to CITY for approval at intervals no more
often than monthly. Said invoice shall be based on the total of all VENDOR's products and
services that have been supplied and performed to the CITY's sole satisfaction. CITY shall pay
VENDOR's invoice within thirty (30) days from the date CITY receives said invoice. Each
invoice shall describe in detail the products supplied, the services performed, and the associated
time for completion. Any additional products or services approved and performed pursuant to
this Agreement shall be designated as "Additional Services" and shall identify the number of the
authorized change order, where applicable, on all invoices.
3.4 Records and Audits. Records of VENDOR's services relating to this Agreement shall be
maintained in accordance with generally recognized accounting principles and shall be made E
available to CITY upon reasonable notice. 9D
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3. TERM; TERMINATION.
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The term of this Agreement shall be from 04/01/2015 until 03/28/2020, inclusive. Q
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This Agreement may be terminated at any time upon thirty (30) days written notice by either PARTY; provided, c
however, that in the event of termination by the CITY, the CITY shall promptly pay VENDOR the full amount L
` the remaining charges that the CITY would have been charged under the Agreement had it not been L
;rminated early. The terms of this Agreement shall remain in force unless mutually amended in writing. The
duration of this Agreement may be extended with the written consent of both parties.
4. INDEMNITY.
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VENDOR agrees to and shall indemnify and hold the CITY, its elected officials, employees, agents, or
representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature 22
arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act
or omission of VENDOR, its employees, agents, or subcontractors, relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement, unless the bodily injury or E
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property damage was actually caused in part by the negligence of the CITY, its elected officials, employees,
agents or representatives. As part of the foregoing indemnity, VENDOR agrees to protect and defend at its own Q
expense, including attorney's fees, the CITY, its elected officials, employees, agents or representatives from
any and all legal actions based upon such actual or alleged acts or omissions. VENDOR hereby waives any and
all rights to any types of express or implied indemnity against the CITY, its elected officials, employees, agents
or representatives, with respect to third party claims against the VENDOR relating to or in any way connected
with the accomplishment of the work or performance of services under this Agreement.
5. INSURANCE.
5.1 Minimum Scope and Limits of Insurance. VENDOR shall obtain and maintain during the life of
this Agreement all of the following insurance coverage:
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TIME WARNER CABLE FOR
100 MEGABIT INTERNET SERVICES
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(a) Comprehensive general liability, including premises-operations, products/completec
operations, broad form property damage, blanket contractual liability, personal injury with
policy limit of not less than One Million Dollars ($1,000,000.00), combined singles limits
per occurrence and aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit
of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence
and aggregate.
(c) Worker's compensation insurance as required by the State of California.
5.2 Endorsements. The comprehensive general liability insurance policy shall contain or be endorsed
to contain the following provisions:
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(a) Additional insureds: "The City of San Bernardino and its elected and appointed boards; i
officers, agents, and employees are additional insureds with respect to this subject project Q
and contract with City." N
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(b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the coverage reduced, a
until thirty(30) days after written notice is given to City."
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(c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be
excess and not contributing with the insurance provided by this policy." a�
5.3 Certificates of Insurance. VENDOR shall provide to CITY certificates of insurance showing the 3:
insurance coverages and required endorsements described above, in a form and content approved E
by CITY, prior to performing any services under this Agreement.
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5.4 Non-limiting. Nothing in this Section shall be construed as limiting in any way, the
indemnification provision contained within this Agreement, or the extent to which VENDOR
may be held responsible for payments of damages to persons or property. o
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6. NON-DISCRIMINATION.
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In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not 20
engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons a
because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical
condition, marital status, sexual gender or sexual orientation, or any other status protected by law.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR
shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its
expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance
Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers,
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TIME WARNER CABLE FOR
100 MEGABIT INTERNET SERVICES
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C.,)gents, and employees, and all business license, if any are required, in connection with the services to be
erfonned hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain prior to execution of this Agreement, and maintain, a
business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its
business or profession.
9. NOTICES.
Any notices, documents, correspondence, or other communication concerning this Agreement or the services c
provided hereunder may be provided by personal delivery or U.S. Mail. If personally delivered the notice shall 4
be deemed delivered at the time of the personal delivery. If sent by U.S. Mail the notice shall be deemed '
delivered forty-eight(48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. Q
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TO THE CITY: TO THE VENDOR: a
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Larry R. Martin General Counsel a;
Information Technologies Time Warner Cable L
300 N. D st. 60 Columbus Circle L
San Bernardino, Ca. 92418 New York, New York 10023 M
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Either PARTY may change the address for delivery of notices by sending notice of the change to the other E
PARTY in conformity with this Section.
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10. ATTORNEYS' FEES
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In the event that litigation is brought by any PARTY in connection with this Agreement, the prevailing party '0
shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, 'r-
incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of E
any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and 5
members of his/her office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' Q
fees"for the purposes of this paragraph.
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the
VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment,
transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for
the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release
VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder
°-)r the term of this Agreement.
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TIME WARNER CABLE FOR
100 MEGABIT INTERNET SERVICES
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.2. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried
and litigated either in the Superior Court of the State of California for the County of San Bernardino or the
United States District Court for the Central District of California, Riverside Division. The aforementioned
choice of venue is intended by the parties to be mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed and construed under the laws of the State of California without giving effect
to that body of laws pertaining to conflict of laws.
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14. SUCCESSORS AND ASSIGNS. E
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This Agreement shall be binding on and inure to the benefit of the PARTIES to this Agreement and their Q
respective heirs, representatives, successors, and assigns. N
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15. READINGS. a
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The subject headings of the sections of this Agreement are included for the purposes of convenience only and
shall not affect the construction or the interpretation of any of its provisions.
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If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or
unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining
terms and provisions hereof or of the offending provision in any other circumstance, and the remaining co
provisions of this Agreement shall remain in full force and effect.
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17. REMEDIES; WAIVER. M
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All remedies available to either PARTY for one or more breaches by the other PARTY are and shall be deemed E
cumulative and may be exercised separately or concurrently without waiver of any other remedies.
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The delay or failure of either PARTY to require performance or compliance of the other of any of its
obligations under this Agreement shall in no way be deemed a waiver of those rights to require such
performance or compliance. No waiver of any provision of this Agreement shall be effective unless made in
writing and signed by a duly authorized representative of the PARTY against whom it is sought. The waiver of
any right or remedy with respect to any occurrence or event shall not be deemed a waiver of such right or
remedy with respect to any future occurrences or events and shall not be deemed a continuing waiver.
CVENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TIME WARNER CABLE FOR
100 MEGABIT INTERNET SERVICES
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18. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement and the understanding between the PARTIES, and supersedes
ny prior agreements and understandings relating to the subject matter of this Agreement.
19.COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a ".pdf' format data file, such signature shall create a valid
and binding obligation of the PARTY executing (or on whose behalf such signature is execute) with the same
force and effect as if such facsimile or".pdf' signature page were an original thereof.
20. AMENDMENT.
No amendment to this Agreement will be effective unless it is in writing and signed by both PARTIES.
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21. CORPORATE AUTHORITY. a
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Each person executing this Agreement on behalf of the PARTIES hereto warrant that they are duly authorized MU
to execute this Agreement on behalf of said PARTIES and that by doing so, the PARTIES hereto are formally d
bound to the provisions of this Agreement. _
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22. COMPLIANCE WITH LAW
�. ENDOR agrees to abide by all applicable federal, state, and local laws, ordinances and regulations. �
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23. FORCE MAJEURE. E
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A PARTY shall not be liable for any failure or delay in the performance of this Agreement for the period that
such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God,
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war, strikes or labor disputes, embargoes, governmental orders or any other force majeure event.
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24. RESPONSIBILITY FOR ERRORS. c
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VENDOR shall be responsible for its work and results under this Agreement. VENDOR, when requested by
CITY, shall furnish clarification and/or explanation as may be required by CITY's representative, regarding any a
services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission
attributable to VENDOR occurs, then VENDOR shall, at no cost to CITY, provide all necessary services to
rectify and correct the matter to the sole satisfaction of CITY and to participate in any meeting required with
regard to the correction.
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TIME WARNER CABLE FOR
100 MEGABIT INTERNET SERVICES
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25. ORDER OF PRECEDENCE.
In the event of any inconsistency or conflict in this Agreement and any of the attached Exhibits or Attachments,
he terms set forth in this Agreement shall prevail.
26. CONSTRUCTION.
The PARTIES have participated jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be
construed as if drafted jointly by the PARTIES and in accordance with its fair meaning. There shall be no
presumption or burden of proof favoring or disfavoring any Party by virtue of authorship of any of the
provisions of this Agreement.
27. LIMITATION OF LIABILITY AND WARRANTY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, OR ANY THIRD PARTY, FOR
ANY INCIDENTAL, LIQUIDATED, PER DIEM, INDIRECT, CONSEQUENTIAL, SPECIAL, OR E
PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT,REGARDLESS OF a
WHETHER SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
VENDOR'S AGGREGATE LIABILITY FOR ANY REASON AND ALL CAUSES OF ACTION ARISING N
OUT OF OR RELATING TO THE AGREEMENT(INCLUDING, BUT NOT LIMITED TO, CONTRACT,
TORT(INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY) SHALL BE LIMITED TO a
THE FEES PAID OR OWED BY THE CITY IN THE TWELVE (12)MONTHS PRECEDING THE DATE
THE CLAIM ARISES.
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HE CITY ASSUMES RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS LC
_)WN RISK. VENDOR EXERCISES NO CONTROL OVER THE CONTENT TRANSMITTED OR
ACCESSIBLE THROUGH THE SERVICE AND VENDOR EXPRESSLY DISCLAIMS ANY
RESPONSIBILITY FOR SUCH CONTENT, EXCEPT AS OTHERWISE AGREED IN WRITING E
BETWEEN VENDOR AND THE CITY, THE SERVICE AND VENDOR EQUIPMENT WILL BE
PROVIDED"AS IS," WITHOUT WARRANTIES OF ANY KIND,EITHER EXPRESS OR IMPLIED,
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INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT,MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE. o
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VENDOR SERVICES AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
TIME WARNER CABLE FOR
100 MEGABIT FIBER INTERNET SERVICES
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set
forth below.
Dated: ,2015 VENDOR: Time Warner Cable Enterprises, LLC
By:
Its:
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Dated , 2015 CITY OF SAN BERNARDINO a
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Allen Parker, City Manager
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APPROVED AS TO FORM: L
Gary D. Saenz, City Attorney
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s�TIME WARNE
Business C ass
Account Executive: Jean Szetoo ATTACHMENT I
Pt'Y- (562)677-0310 ext:
C ne: (714)715-3581
Fa%6 J4)414-9079
Email:jean.szetoo @twcable.com Order# 4472462
City of San
Business Name Bernardino Customer Type: Existing Customer
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Federal Tax ID Tax Exempt Status Tax Exempt Certificate#
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Federal;Local;Federal
*****9999 /State
Billing Address N
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Attention To: Account Number
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300 N D St FL 4 Sn Bernrdno CA 92418 8448400611175048 Q
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Billing Contact L
Billing Contact Phone Billing Contact Email Address a;
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Authorized Contact
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Larry Martin 909 384-5947 martin_la@sbcity.org E
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Larry Martin 909 384-5947 martin_la@sbcity.org
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Dedicated Internet,Metro Ethernet,and Private Line Service Order Information For 300 N D St FL 4 Sn Bernrdno CA 92418 ~
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Site Name Address Location Type Bandwidth -_
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300 N D St FL 4 Sn Bernrdno,CA 92418 Q
New and Revised Services and Monthly Charges At 300 N D St FL 4 ,Sn Bernrdno CA 92418
Monthly
Description Quantity Sales Price Recurring Total Contract Term
Dr `ed Intemet Access 100M 1 $1,551.25 $1,551.25 60 Months
$1,551.25
�3 do not include taxes and fees.
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Business Class
Special Terms
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By signing and accepting below you are acknowledging that you have read and agree to the terms and conditions outlined in this document. 0
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Authorized Signature for Time Warner Cable Enterprises LLC Authorized Signature for Customer
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INTERNET VOICE I TELEVISION ( ETHERNET I CLOUD /Ca> TIME WARNER CABLE
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DEDICATED INTERNET ACCESS
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This document outlines the Service-Level Agreement("SLA")for Dedicated Internet Access("DIX)fiber-based service(the"Service").Capitalized words
used,but not defined herein,shall have the meanings given to them in the Time Warner Cable Business Class Service 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, Q
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 network("On-Net")and not to any portion that is provided Q
by a third party.All SLA Targets in the table below are measured at the individual circuit or service level,and any applicable credits are issued only for the
affected On-Net circuit or service(the'Affected Service").
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I.SLA Targets for On-Net Services
MEAN TIME TO LATENCY/FRAME DELAY JITTER/FRAME PA
SERVICE AVAILABILITY I
CKET LOSS
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RESTORE (ROUND DELAYVARIATION FRAME LOSSt4
Priority 1 d
End to End:99.99°f° 45ms <Zms <0.1% E
Outages within 4 hours
°riority Classification D
arvice Disruption"is defined as an outage,disruption,or severe degradation,other than an Excluded Disruption,that interferes with the ability of a
WC 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 Service 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.
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"Excluded Disruptions"means(i)planned outages,(ii)routine or urgent maintenance,(iii)time when TWC is unable to gain access to Customer's L)
premises to troubleshoot,repair or replace equipment or the Service,(iv)service problems resulting from acts of omissions of Customer or Customer's d
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:
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PRIORITY CRITERIA
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A. Service Disruption resulting in a total loss of Service;or m
Priority 1 B.Service Degradation to the point that Customer is unable to use the Service and is prepared to release it for
immediate testing(each a"Priority 1 Outage").
Service Degradation where Customer is able to use the Service and is not prepared to release it for a
Priority 2 immediate testing.
Priority 3 A.A service problem that does not impact the Service;or
B.A single non-circuit specific quality of Service inquiry.
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INTERNET I VOICE I TELEVISION I ETHERNET I CLOUD /c TIME WARNER CABLE
Business Class!
DEDICATED INTERNET ACCESS SERVICE-LEVEL AGREEMENT(CONT.)
Ill.Service 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. E
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The following table contains examples of the percentage of Service Availability translated into minutes of Downtime for the 99.99%Service Q
Availability Target:
PERCENTAGE BY DAYS PER MONTH TOTAL MINUTES MONTH DOWNTIME MINUTES
N
N
Q
99.99%for 31 Days 44,640 4.5
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99.99%for 30 Days 43,200 4.3 aD
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99.99%for 29 Days 41,760 4.2 L
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99.99%for 28 Days 40,320 4 L
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IV.Mean Time to Restore("MTTR") d
The MTTR measurement for Priority 1 Outages is the average time to restore Priority 1 Outages during a calendar month calculated as the cumulative E
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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
00
ti,kets for Priority 1 Outages opened during the calendar month for the On-Net Service.
M
R per calendar month is calculated as follows: r
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Cumulative length of time to restore Priority 1 Outage(s)per On-Net Service
TTR
Total number of Priority 1 Outage trouble tickets per On-Net Service Q
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 v
a result of an Excluded Disruption,to adequately determine a consistent average monthly performance level for frame delay for each On-Net Service.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. ?�
m !
Latency is calculated as follows: E
i=
c
Sum of the roundtrip delay measurements for an On-Net Service
Latency J Frame Belay=
Total#of measurements for an On-Net Service
Q '
Packet Pg. 380
INTERNET I VOICE I TELEVISION ETHERNET I CLOUD J> 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 m
transmitted from a network origination point and received at a network destination point(TWC network hub to TWC network hub). L
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Packet loss/Frame Loss Ratio is calculated as follows: Q
N
d
U
Packet toss/Frame Loss %)=100 1°I°)—Frames Received Q
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VII.Jitter/Frame Delay Variation w
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 4)
a calendar month,unless measurement is not possible as a result of an Excluded Disruption,and determines the average delay between consecutive M
frames within each sample set.The monthly Jitter/Frame Delay Variation is calculated as the average of all of the frame delay variation measurements
m
during such calendar month and is expressed in milliseconds(ms). E
i=
Sum of the Frame Delay Variation measurements for an 6n-Piet Service o
litter/Frame Delay Variation= M
Total#of measurements for an On-Net Service r
Z
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Vlll.Network Maintenance E
Maintenance Notice:
Customer understands that from time to time TWC will perform network maintenance for network improvements and preventive maintenance.In some a
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 Y
maintenance windows. _
0
U
Maintenance Windows:
Routine maintenance may be performed Monday—Friday 12 midnight—3 a.m.Local Time.
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Packet Pg.381
5.G-
INTERNET I VOICE I TELEVISION I ETHERNET I CLOUD TIME WARNER CABLE
Business las!s�
DEDICATED INTERNET ACCESS SERVICE-LEVEL AGREEMENT(CONT.)
IX.Remedies
Service Credits:
m
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 E
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 L
table below.Any credits will be applied as an offset against any amounts due from Customer to TWC.All credits must be:(i)requested by the Customer Q
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 N
TWCBC engineering support teams as associated with a trouble ticket and as failing to meet the applicable SLA Targets.
a
MEANTIME TO O• � 1 t
SERVICE c
AVAILABILITY
L
DELAY DELAY VARIATION FRAME O
F+
L
>4 hours
G
s 7:59:59 4% c`a
30% hours 5% 5% 5%
m
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>8 hours 10%
Do
0
,ot 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, M
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
T
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.
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t
Chronic Priority 1 Outages: r
If Customer experiences and reports three(3)separate Priority 1 Outages where the Downtime exceeds four(4)hours during each Priority 1 Outage within 4
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 Service by providing written notice to TWC within thirty(30)days after the event giving rise to Customer's termination right;(iii)Customer 0
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 L
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.
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Packet P'g.382