HomeMy WebLinkAboutIntegra Service Agreement t\k_. \
Inter ra-
Integra*
700 SW 39 Street Ste 200
Renton,WA 98057
(P)425-970-7166
Service Agreement (F)(425)970-7266
Steven Shelver
sjshelver a(�integratelecom.com
www.integratelecom.com
Customer Name CITY OF AUBURN (HQ)
StreetcAddress/Suite 25 W MAIN ST
City/State/Zip AUBURN,WA 98001
Customer Name City of Auburn-Police Department
Street Address/Suite 340 E Main St
City/State/Zip Auburn,WA 98002
Estimated Total
Monthly Activation
Product Description QTY Monthly Charge Charges Activation Charge Charges
Service Term- 12 months
Basic Voice Services
Basic Business Line-Zone 1 3 $24.99 $74.97 $45.00 $ 135.00
ICF 3 $6.25 $18.75 $0.00 $0.00
IAC-Zone 1 3 $6.11 $ 18.33 $0.00 $0.00
Total $ 112.05 $ 135.00
Directory Primary Listing
Company Name City of.Auburn-Police Department
Address 340 E.Main St
City, State,Zip Auburn,WA 98002
Telephone Number to List
Type Complimentary Listing
DocumentlD: 13795472545740.551 WWW.INTEGRATELECOM.COM Page 1 of 9
Customer represents and warrants the above information is true and correct and grants Integra the right to deliver customers name,address,
and phone number as set forth above to the appropriate directory publishers and directory assistance data bases.Customer assumes full
responsibility concerning the right to use any name as a directory listing and agrees to hold Integra free and harmless of and from any claims,
loss,damage,or liability that may result from the use of such listing. Integra will take reasonable steps to ensure that the above information
. appears in the next directory to be published,however,Integra does not warrant that the listing will be error-free.Integra's liability for errors or
omissions,including failure to publish,in Customer directory listings shall be limited to the charge for that listing during the effective life of the
directory containing the error or omission.Integra will provide a summary bill format unless contacted by the Customer to revert to a detailed
invoice option.
This Agreement including the most recent Master Service Agreement executed by Customer and Integra,together with any schedules or
attachments hereto,and Integra's policies-and procedures located at www.integratelecom.com,incorporated by reference herein,constitute a
binding commitment between Integra and Customer,effective upon execution of this Agreement,and supersede all prior written or verbal
agreements or understandings.Customer acknowledges that Customer has received,read,and understands this Agreement and.the Master
Service Agreement,and agrees to all of the terms and conditions of the foregoing documents and policies. Early Termination fees may apply
as set forth in Section 15 of the Integra Master Service Agreement.
1 Estimated Monthly Charges do not include:federal,state,and local taxes and fees,federal USF,or the Integra-imposed Network Access
Assessment(NAA)applied dependent on service type—the current rate is 10.95%(10.99%in Colorado)and may be subject to change with 30
days prior written notice.Monthly long distance charges are estimated based on customers estimated use Actual total charges are subject to
acceptance of Services. For more information about taxes,surcharges,and fees please visit:www.integratelecom.com.
*As Identified in the Master Service Agreement
Customer Acceptance
Colin Schmalz ��� / / (1)19h3___
Print Name Authorized Signature Ni Date
Responsible Party email: cschmalz @auburnwa.gov
This email contact will.be the primary recipient of future secure information
Integra Acceptance
Print Name Signature Date
DocumentlD: 13795472545740.551 WWW.INTEGRATELECOM.COM Page 2 of 9
Integra*
700 SW 39 Street Ste 200
Renton,WA 98057
Letter Of Authorization (P)425-970-7166
(F)(425)970-7266
sjshelvereintegratelecom.com
www.integratelecom.com
Customer Name: City of Auburn-Police Department
Address: 340 E Main St Auburn WA 98002
This letter of authorization designates Integra Telecom Holdings,Inc.,by and through its subsidiaries(hereinafter"Integra")to act as the
representative for the above-named party("Customer")and to obtain information and/or records pertaining to Customer's telecommuncations
and related services. Integra is further authorized to issue orders for disconnection,reconnection,reconfiguration and installation of the
telecommunications services listed below:
Q Inbound 800/888/877 Service Q Outbound Interstate LD Service Q Outbound Intrastate LD Service Q Local Service
IN LOCAL SERVICE PROVIDER:This letter authorizes Integra to act as Customer's agent for purposes of ordering changes to
and/or maintenance of Customers telecommunications and related services.This authorization includes,without limitation,the removal,.
installation,addition to or rearrangement of local access services,as well as equipment interconnected to Customer's telecommunications
service(s).
CHANGES IN PRIMARY LONG DISTANCE CARRIERS:This letter authorizes Integra consistent with the above general authorization and
FCC requirements,to act as Customers agent to change the primary interexchange carrier for each of the telephone numbers listed on the
Services Agreement and any supplement to this authorization.Customer understands that only one interexchange carrier may be designated
as the interstate primary interexchange carrier for any one telephone number and further understands that any primary interexchange carrier
change made on Customers behalf may involve the imposition of a charge by the local exchange carrier: If any jurisdiction allows for the
selection of additional primary carriers(e.g.local,intrastate,or international)Integra is hereby authorized to change Customer's primary carrier
for those services from Customers current service provider for each of the telephone numbers listed on the Services Agreement or any
supplement to this authorization.
TN'S CONVERTING TO INTEGRA AND TN'S TO BE PIC'D TO INTEGRA Provider:
2532884350 2532887449 2539315108
TOLL FREE NUMBERS Provider:
Customer Name as it appears on Toll Free bill/SMS 800:CITY OF AUBURN(HQ)
Toll Free Number Rings into 800 Serving Area Restrictions
(This letter also authorizes Integra to use the RESP ORG ID of IMT08 or effective on a.m.or p.m.)
This authorization shall remain in effect until canceled by the written authorization of Customer.This Letter of Authorization rescinds
all other Letters of Authorization previously entered into by Customer.This letter also authorizes the use of a facsimile copy to be
used as a valid and binding authorization. l,
Colin Schmalz �j 9 , (f/y 1 /
Customer Authorized jj r se/ ='� e) Date
Signature 7FIF SS#or Tax ID#
Title
DocumentiD: 13795472545740.551 VWUW.INTEGRATELECOM.COM Page 3 of 9
Int ra-
Integra*
700 SW 39 Street Ste 200
Renton,WA 98057
MASTER SERVICE AGREEMENT (P)425-970-7166
(F) (425)970-7266
sjshelveraintegratelecom.com
www.integratelecom.com
INTEGRA MASTER SERVICE AGREEMENT
Integra Telecom Holdings, Inc., by and through its subsidiaries(hereinafter"Integra"),and customer,as named on the Service
Agreement and the signature page hereto("Customer"), hereby agree to the following terms and conditions contained in this Master
Service Agreement(this"Agreement")for the provision of the service(s)ordered by Customer(the"Service(s)")to Customer by
Integra,as of the date of the Service Agreement(as defined below). For the purposes of this Agreement, Integra or Customer may
be individually referred to as a"Party"and collectively as"Parties."
1. SERVICES AND SERVICES TERM.This Agreement incorporates any accepted orders for Services("Service Agreement(s)"),
any attachments,policies and procedures found on Integra's website:www.integratelecom.corn under Public Info and Policies
("Policies and Procedures"),and any filed tariffs,price lists or schedules,and comprises the entire agreement between the Parties.
Details pertaining to the Services are set forth in the Service Agreement entered into in connection with this Agreement.
This Agreement supersedes any and all prior discussions,,representations, memoranda,or agreements=oral or written—between
the Parties hereto. Integra reserves the right, in its sole reasonable discretion,to reject any Service Agreement prior to Integra's
signature. Integra agrees to provide to Customer(subject to availability and adequacy of underlying Service),and Customer agrees
to procure from Integra,the Services at the locations set forth for the number of months set forth("Services Term")as detailed on
the Service Agreement(s). Installation of Services occurs at the delivery of operating circuits to the demarcation terminal(the
"Installation of Service(s)"),which demarcation terminal shall be at the location where Integra's facilities interconnect with
Customer's or any third party's facilities(the"Demarcation Point"). Integra will use reasonable efforts to install Services on the date
agreed upon by the Parties; however, Integra does not guarantee that Services will be installed and provisioned on Customer's
desired due date. If Customer delays the Installation of Services, certain fees and facility reservation charges may be charged to
Customer as described in Integra's Policies and Procedures. Upon the expiration of the Services Term, a Service Agreement will
automatically renew for successive one(1)year terms, each a'`Renewal Services Term,"unless terminated by Customer or Integra
with thirty(30)days written notice prior to the completion of the Services Term or the then-current Renewal Services Term.
2. RATES, CHARGES, BILLING AND PAYMENT. Rates and charges, service levels and credits are described in the Service
Agreement. Integra will notify Customer when Customer's circuit has been delivered and Installation of Services has occurred.
Upon notification of Installation of Service,Customer agrees to convert its services from its present provider, if any Customer
agrees that the Services Term will commence upon the Installation of Service,and billing for the Services will commence with
Integra's first regular billing cycle after notification of the Installation of Service, regardless of Customers actual conversion date,
unless Customer tests the Services and notifies Integra that the Services are not functioning properly within three(3)days after
Integra notifies Customer of the Installation of Services. If Customer timely notifies Integra of the non-functioning nature of the
Services, Integra will investigate the problem, and if it is due to Integra equipment, correct the issue and notify Customer of such
correction. Upon such notification, Customer again will have three(3)days to test the Services,and if Customer does not notify
Integra that the Services are not functioning properly within such period,the Services Term and billing for the Services will begin for
the date Integra notified Customer that the Services were corrected. If the problem was due to Customer equipment, Integra will
notify Customer,and billing will begin when Customer was notified of Installation of Service.
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Monthly recurring charges("MRC")will be billed in advance each month. Non-recurring charges("NRC")will be billed on the first.
invoice after the date of Installation of Service,or if the NRC are incurred after the date of Installation of Service,or are usage
based,such charges will be billed on the next invoice thereafter. Integra may bill Customer for billing corrections or adjustments for
Services rendered not later than one hundred eighty(180)days after the last day of the billing cycle during which Integra provided
the Service(s)to the Customer, unless a different period is required by federal, state,or local laws,regulations, rulings, orders or
other actions of governmental agencies("Applicable Law"). Customer is responsible for payment of all charges associated with the
Services, including without limitation, charges for originating and terminating calls to Customer's telephone number(s). Payments
are due on the Payment Due By date set forth on the Integra invoice, provided, however,that no Payment Due By date shall be.
less than net thirty(30)days. Customer must provide payment of all undisputed charges in full on Payment Due By date. If
Customer believes it has been billed in error or otherwise disputes a charge, Customer must notify Integra not later than ninety(90)
days after the date of the invoice containing the disputed charge unless a different period is required by Applicable Law.Customer's
notice must specifically detail the dispute and provide supporting documentation for the amount in dispute. Integra will investigate
all disputes and notify Customer of the results of its investigation and, if appropriate,credit Customer's account or notify Customer
of denial of the dispute.Acceptance of payments of less than the full amount due,including an instrument tendered as full
satisfaction of a debt,shall not be deemed,in the absence of a written agreement executed by both Parties,an agreement
on the part of Integra to accept less than the full amount due.Any tender of an instrument as full satisfaction of a debt
must be sent to the Law&Policy Department of Integra. Integra may assess a late fee of 1.5%per month(not to exceed the
maximum rate allowed under state law)on any undisputed balances not paid when due. Late fees may be assessed,as of the
original Payment Due By Date,against any disputed amount denied by Integra. Integra has the option to suspend the Services
and/or to pursue any and all other legal remedies until payment is made.Termination of Services after written notice may follow.
Customer will pay any and all costs incurred in collection of rates and charges due and payable, including reasonable attorneys'
fees and all collection agency costs,whether or not a suit is instituted.All payments hereunder will be in U.S.currency.
Each Service Agreement is subject to credit approval. Customer hereby authorizes Integra to conduct a credit search and agrees to
provide Integra with information regarding payment history for communications services, number of years in business,financial
statement analysis and commercial credit bureau rating. If a credit check is unsatisfactory at any time, or if Customer fails to make
timely payment two(2)or more times during any twelve(12)consecutive month period, Integra may require Customer to tender a
deposit up to the maximum permitted by law to guarantee payment hereunder. Such deposit may have as an additional
component,deposit for any Integra-provided equipment in Customer's premises("Customer Premises Equipment").When
Customer establishes acceptable credit history or upon termination of the applicable Service Agreement, Integra will return the
balance of the deposit, if any,to Customer along with interest as required by law.
Integra shall not be liable for any charges arising from or related to the termination of any previous agreement for services or the
failure of Customer to terminate any previous agreement for services.
If any property owner, under which Customer is a tenant,assesses a fee against.Integra in order to,or as a result of,the
provisioning of any Services to Customer, Integra may pass through such charges to Customer.
3. POLICIES, PROCEDURES AND RATES. Integra may change its Policies and Procedures upon thirty(30)days'written notice to
Customer. Use of Integra Services after the thirty(30)day notice period shall be deemed consent to the changed Policies and
Procedures. In addition, Integra may change its rates for various Services upon thirty(30)days'notice to Customer. In the event an
increase in rates for Services occurs,Customer shall have thirty(30)days to terminate the affected Services by written notice to
Integra,without further obligation or early termination charges,other than payment for the Services used until the date of
termination.Such termination shall be effective thirty(30)days after Integra's receipt of the termination notice. Failure to timely give
written notice of termination shall be deemed consent to the changed rates and charges.
4. FRAUD,TELEPHONE NUMBERS AND DIRECTORY LISTINGS.Customer is responsible for payment of any charges incurred
due to fraud,abuse,or misuse of the Services,whether known or unknown,to Customer. It is the Customer's obligation to take all
measures to ensure against such occurrences.
Telephone numbers are assigned to the business entity(Customer)named on the Service Agreement and not to any individual
owner or operator of the business. Customer shall designate those individuals authorized to make changes to the Customer's
account with Integra, including changes to the Services or to the telephone numbers in conformity with Applicable Law.The
Customer shall hold Integra harmless for any changes authorized by the individuals designated by Customer.
Integra shall take reasonable measures to provide Customer with continuation of existing telephone numbers. However, if
Customer is changing location at the time of conversion or taking Service(s)for the first time at a location, Integra makes no
warranties regarding assignment of particular telephone numbers to Customer. Integra shall not be liable to Customer for any
change in, including loss of,telephone numbers if such telephone numbers are lost after termination of this Agreement or the
Services due to default by Customer under this Agreement,or if such change or loss is due to actions of any vendor or supplier of
services to Integra.Customer's reliance upon and/or use of any telephone numbering information prior to Installation of Service and
Customer's conversion to the Services is at the Customer's sole risk.
Integra shall not be liable for any inaccurate or dropped listings of any publisher/directory database. Integra shall not be liable for
any errors or omissions,whether arising through negligence or otherwise,in the information furnished to a publisher or to a
directory database(s).Additional costs may be assessed for publisher/directory database listing charges.
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5.TAXES,SURCHARGES, FEES AND ASSESSMENTS.Customer is responsible for payment of any and all federal, state and
local taxes,surcharges,or fees related to the Services,as may be imposed from time to time(excluding Integra income taxes)
("Taxes")to the extent that Customer is not exempt from such Taxes. Integra will collect all such Taxes unless Customer provides
Integra with proof of exemption.Surcharges and assessments,which are not required by regulatory agencies, but which Integra is
permitted to charge to recover expenses, may be applied and adjusted from time to time.All such charges will be set forth on a
detailed invoice.
6.TARIFF APPLICATION. In the event of any conflict between any provision of this Agreement and any provision of an applicable
filed tariff or price list,the provision of such filed tariff or price list will control.
7. COMPLIANCE WITH LAW.This Agreement is subject to all Applicable Law,and the obtaining and continuance of any required
approvals,authorizations,or tariffs or price lists filed with the FCC or any other governmental agency. Integra will use commercially
reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any action pursuant to Applicable Law
adversely affects the Services or requires Integra to provide Services other than in accordance with the terms of this Agreement,
either Party may,without liability to the other Party,terminate the affected Services upon thirty(30)days prior written notice to the
other Party. In performing their obligations under this Agreement,the Parties will comply with all Applicable.Law,specifically
including, but not limited to,Applicable Laws governing 911/E-911 and any other emergency services.
Subject to Integra's 911/E-911 policy(found in Integra's Policies and Procedures),and unless otherwise specifically agreed, (a)
Integra will provide Customer with the network connection for each circuit,billing telephone number(BTN)or trunk group that
comprise the Services,and(b) Integra will provide the appropriate Public Safety Answering Point(PSAP)with the automatic
location identification(ALI), including the same emergency response location,for all BTNs of the circuit or trunk group regardless of
the number of lines,trunks,or unique telephone numbers on that circuit or trunk group. Customer will be responsible for providing
all other 911/E-911 functionality as required by Applicable Law, including but not limited to,agreements with,and network or other
connection to,the local PSAPs.Customer will maintain the necessary databases and update and transfer the ALI to the appropriate
PSAPs. Integra is not responsible for and will not make any changes or submit updates to 911/E-911 databases for any Services
other than the one emergency response location as set forth above.
8. SERVICES,MAINTENANCE AND UPGRADE OF FACILITIES. Services will meet industry standards. Integra will maintain its
facilities and equipment used to provide the Services as set forth in its Policies and Procedures,at no additional charge to
Customer, except where work or service calls result from failure or malfunction in,or improper operation of,any third party's
facilities and/or equipment after the.Demarcation Point or Customer's facilities and/or equipment. In such event, Customer will
reimburse Integra for the cost of the required maintenance at Integra's standard time and material rate plus any taxes imposed
upon Integra related to such maintenance,and Customer shall be responsible for the cost of repair or replacement of Integra
equipment that is damaged by Customer's actions or equipment.
Integra reserves the right to suspend Service for scheduled maintenance or planned enhancements or upgrades upon twenty-four
(24)hours'notice to Customer or to suspend Service for emergency repairs to Integra's network without notice to Customer. Integra
equipment will remain the sole and exclusive property of Integra or Integra's assignee.Customer will not tamper with, remove or
conceal any Integra identifying plates,tags or labels. Customer shall not permit any liens on Integra equipment, and any such lien
will be discharged by Customer within ten(10)days of notice of filing. Failure to discharge any such lien is a material breach of this
Agreement,and may result in immediate termination.
Customer will provide equipment compatible with the Services and Integra's network and facilities. Customer will bear the costs of
any additional apparatus reasonably required to be installed because of the use of Integra's network or facilities.
Upon termination of the Service(s), Customer, upon notice from Integra, shall provide reasonable access to Integra to recover the
Integra provided Customer Premises Equipment, in accordance with the instructions in the notice.Customer's damage to the
Integra provided Customer Premises Equipment(reasonable wear and tear excepted)or failure to return the equipment, including
but not limited to the battery pack, as directed, shall constitute Customer acceptance of ownership of and responsibility for the
equipment, and Integra may invoice Customer for the then fair market value of such equipment.
Integra reserves the right to substitute, change or rearrange any equipment or facilities used in delivering Services that does not
affect the quality,cost or type of Services. Integra will manage its network in Integra's sole discretion. Customer will provide all
reasonable information, authorizations,and access required by Integra for the purpose of installing Services, performing routine
network grooming, maintenance, and upgrades, and addressing emergencies.
9.SERVICE INTERRUPTION CREDITS. Credits are subject to the limitations of liability set forth in Section 11 and shall only be
given for a Service Outage(as defined below)and claimed in accordance with this Section or any other applicable service level
agreement that applies to the Service.A"Service Outage"is defined as any Service disruption for which Integra is the sole cause of
such disruption and such disruption is not the result of(a)scheduled maintenance that occurs between the hours of eleven p.m.
and six a.m. local time, (b)planned enhancements,(c)upgrades, (d)failure or malfunction in,or improper operation of, any third
party's facilities and/or equipment after the Demarcation Point.or Customer's facilities and/or equipment,or(e)a Force Majeure
event(as defined below). Upon request, but not later than thirty(30)days after the Service Outage, and after a determination by
Integra that such Service Outage is eligible for credits,Customer shall be entitled to a credit for a Service Outage that exceeds
twenty-four(24) hours,unless,otherwise defined in a service level agreement or tariff applicable to the specific Service. Such credit
shall be based upon the ratio of the duration of the Service Outage(measured from the time the interruption is reported to or
detected by Integra,whichever occurs first)to the total time in a thirty(30)day month.That ratio, multiplied by the monthly rate for
the Service(s)affected shall determine the amount of the credit allowance.
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If a Customer fails to notify Integra in the manner set forth herein with respect to the applicable service credits within thirty(30)days
of a Service Outage,Customer will have waived its right to such service credits for that month.Customer's total service credit(s)in
any one month will not exceed one(1)month's MRC for the affected Service for that month, and do not apply to the MRCs of any
other Services.The credits outlined above shall not be compounding, but to the extent multiple service standards apply to a Service
Outage,the credits that apply shall be distinguished by the degree of impairment based on a degradation or a complete disruption
of Service for that particular Service Outage.Customer may be eligible for credits for a Service Outage under multiple provisions of
this Agreement or any Service Order or Addendum; but Customer shall not be entitled to claim more than one credit for any Service
Outage.To be eligible for service credits, Customer must be current in all of its obligations.
10. DISCLAIMER/LIMITED WARRANTY. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, INTEGRA MAKES
NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INTEGRA DOES NOT WARRANT THAT THE
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
11. LIMITED LIABILITY. CUSTOMER'S RIGHT TO CREDITS AS PROVIDED IN THIS AGREEMENT SHALL BE CUSTOMER'S
SOLE REMEDY FOR DAMAGES WITH REGARD TO SERVICE OUTAGES. INTEGRA'S LIABILITY AND THE EXCLUSIVE
REMEDY OF CUSTOMER FOR DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES AND/OR THIS AGREEMENT,
WILL BE SOLELY LIMITED TO AN AMOUNT NO GREATER THAN THE AMOUNTS INVOICED TO CUSTOMER BY INTEGRA
DURING THE MONTH PRIOR TO THE OCCURRENCE OF ANY CLAIM. IN NO EVENT WILL INTEGRA BE LIABLE TO THE
CUSTOMER FOR LOSS OF USE, INCOME OR PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS OR HARM TO
BUSINESS OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES,
WHETHER BASED ON BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE OR STRICT LIABILITY),WARRANTY OR
ANY OTHER LEGAL THEORY, REGARDLESS OF THE FORESEEABILITY THEREOF EVEN IF THE PARTY HAS BEEN
ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
12.CUSTOMER WARRANTIES. (a)The Customer represents and warrants that it is an entity,duly organized,validly existing and
in good standing under the laws of its origin,with all requisite power to enter into and perform its obligations under this Agreement
in accordance with its terms; (b)Customer represents and warrants that neither its equipment nor facilities will pose a hazard to
Integra's equipment or facilities or create a hazard to Integra's personnel or customers or the public in general; (c)Customer
represents and warrants that its use of the Services will comply and conform with all Applicable Law and any other authorities
having jurisdiction over the subject matter of this Agreement and it will be responsible for applying for,obtaining and maintaining all
registrations and certifications which may be required by such authorities; (d)Customer represents and warrants that it will not
resell all or a portion of the Service(s)provided by Integra under this Agreement.Customer will indemnify and hold Integra harmless
from any and all loss, liability,claim,demand,and expense(including reasonable attorneys'fees)related to Customer's violation of
this Section.
13. CONFIDENTIAL INFORMATION.Customer Proprietary Network Information("CPNI")shall only be disclosed in accordance
with the Applicable Law and Integra's Policies and Procedures.
In addition to the foregoing,the Parties may have access to certain information,the ownership and confidential status of which is
highly important to the other Party and is reasonably designated by one of the Parties as confidential(herein referred to as
"Confidential Information"). Neither Party will disclose the other Party's Confidential Information,directly or indirectly under any
circumstances,to any third person without the express written consent of the other Party, and neither Party will copy,transmit,
reproduce, summarize,quote, or make commercial or other use whatsoever of the.other Party's Confidential Information,except as
may be necessary to perform its duties hereunder or as required by Applicable Law. Each Party will exercise a reasonable degree
of care, but not less than the degree of care that it applies with respect to its own Confidential Information, in safeguarding the other
Party's Confidential Information against loss,theft,or other inadvertent disclosure and take all steps necessary to maintain such
confidentiality.
14. INDEMNIFICATION.Customer will indemnify, hold harmless,and defend Integra and its affiliates,and their respective officers,
directors,employees,agents and subcontractors from liabilities,claims or damages and expenses whatsoever(including
reasonable attorneys'fees)arising out of or in connection with(a)any and all costs, claims,taxes,charges,and surcharges levied
against Integra relative to Customer's claim for tax exempt status with respect to Taxes to the extent that such exempt status is not
found to be valid, (b)any liens placed on Integra provided Customer Premises Equipment due to Customer's action or inaction, (c)
personal injury or death or damage to property related to Customer's failure to meet any 911/E911 requirements or agreements or
the failure to give end users appropriate warnings if VolP services are provided by Integra,or the failure to maintain the necessary
databases and update the ALI being transmitted to the PSAP,(d)claims by Integra or third parties for damage to real or tangible
personal property or for bodily injury or death which is caused by Customer and is directly due to Customer's negligence or willful
misconduct or which is caused by hazards created by Customer's equipment or facilities, and(e)Customer's improper use of the
Services and/or Customer's end-users or third parties improper use of the Services, resale,or sharing of the Services in violation of
any Applicable Law or in violation of any provision of this Agreement, Customer's indemnification obligations do not apply to claims
for damages to real or tangible personal property or for bodily injury or death if solely caused by Integra's gross negligence or willful
misconduct.
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15. DEFAULT/TERMINATION.Customer's use of the Services provided under this Agreement and any equipment associated
therewith will not: (a) interfere with or impair service over Integra's network; (b)impair privacy of any communications over such
network; (c)cause damage of any nature to Integra's assets or customers;(d)be used to frighten, abuse,torment or harass,or
create hazards to Integra or its network; (e) be used for a high volume of short duration calls, regardless of nature(high volume
short duration calls are defined as 10%of total outbound calls that are six seconds or less in duration)or(f)violate the provisions of
any of Integra's Policies and Procedures, including Integra's 911/E-911 policy. Integra may immediately suspend or terminate the
Services without liability for any violation of these provisions,and in the case of a violation of(e)above, Integra may, in its sole
discretion,assess a higher rate for a high volume of short duration calls to reflect Integra's increased costs. If Services are
suspended pursuant to this Section 15,reconnection charges may apply.
If either Party violates any provision of this Agreement,the non-defaulting Party shall send the defaulting Party written notice
detailing the default.The defaulting Party will have: (a)ten(10)days from the date of the written notice to cure a payment default,
or(b)thirty(30)days from the date of the written notice to cure a non-payment default. If the defaulting Party fails to cure,the
non-defaulting Party may terminate the affected Services and pursue any and all otherlegal remedies permitted by this Agreement.
Any Service Agreement and the related Services also may be terminated by either Party in accordance with the provisions of the
then current tariff or price list that applies to such Service.Agreement and the related Services.
Except as provided in the paragraph below, if Customer cancels all or a part of the Services prior to Installation of Service, Integra
will charge Customer a cancellation fee equal to one(1)month's MRC for the cancelled Services, plus any installation costs,
special construction costs and any other costs incurred by Integra,whether previously waived or not and any third party charges
incurred by Integra with respect to such cancelled Services. Except as provided in the paragraph below, if Customer terminates all
or any part of the Services at a location at any time during the Services Term or a Renewal Services Term that is in effect, or if
Integra terminates all or any part of the Services as a result of Customer's breach before the end of the Services Term or a
Renewal Services Term that is in effect, Integra may charge Customer an early termination fee equal to and including any or all of
the following: 100%of the total MRC, surcharges and taxes for the Services Term or the Renewal Services Term then remaining for
the terminated.Services,plus any activation, installation costs;special construction costs,and all other fees or costs incurred by
Integra that under the terms of the applicable Service Agreement are chargeable to Customer in addition to MRC, less amounts
already paid by Customer with respect to such charges for the terminated Services. Customer acknowledges that Integra's
damages for a cancellation or early termination would be difficult to determine and the cancellation and termination charge(s)
constitute liquidated damages and are not intended as a penalty, but are intended as a mutually-agreed upon amount representing,
but not limited to lost revenue, proportionate or actual third party costs and capital e xpenditures,and internal costs.All such
amounts will become due and payable by Customer to Integra when invoiced.
Customer will not be liable for the cancellation or early termination fees set forth above if(a)cancellation or termination is due to a
material breach of this Agreement by Integra or(b)if(i)Customer orders from Integra, at the time of Service cancellation or
termination, retail services of equal or greater aggregate MRC than the Services cancelled or terminated,and(ii)the new services
are approved by Integra, and(iii) Customer compensates Integra for any unrecovered installation and capital costs and any costs
charged by third parties with respect to the cancelled or terminated Services.
16. FORCE MAJEURE. In the event that either Party's performance is delayed, prevented,or inhibited because of any Act of God,
fire,casualty, delay or disruption in transportation,flood,war,strike, lockout,epidemic,destruction or shut-down of facilities,
shortage or curtailment not insurrection,governmental acts or directives,any full or partial failure of any third party
communications or computer network or any other cause beyond such Party's reasonable control("Force Majeure"),the Party's
performance will be excused and the time for the performance will be extended for the period of delay or inability to perform
resulting from such occurrence.The occurrence of such an event will not constitute grounds for a declaration of default by either
Party hereunder;however in the event that such Force Majeure event continues for in excess of thirty(30)days,the Party that is
not the subject of the Force Majeure event may terminate the Services that are the subject of the Force Majeure event without
liability for termination.
DocumentlD: 13795472545740.551 VVWW.INTEGRATELECOM.COM Page 8 of 9
17.GENERAL.Except as otherwise permitted herein,any amendment must be in writing and signed by the Parties hereto.
Electronic or Facsimile copies of this Agreement and any amendments or modification hereto,including electronic or facsimile
signatures,will be accepted by the Parties as originals.The failure of either Party to insist upon the performance of any provision or
to exercise any right granted hereunder,will not be construed as a waiver of such provision(s),and the same will continue in full
force. If any provision hereof is held to be invalid,void, or unenforceable,the remainder of the provisions will nevertheless remain
unimpaired and in effect.All notices to Customer.under this Agreement will be in writing and will be made by one or more of the
following methods: bill message or insert incorporated in or with the Customer's invoice by its normal means of transmission,first
class mail, certified mail,or overnight delivery. Notices will be sent to the address of record, and in the event of multiple addresses,
to the address of the parent account. In the case of a notice to Integra,all notices under this Agreement will be in writing and will be
made by personal delivery,overnight delivery,or certified mail with a copy to the Law&Policy Department, 1201 NE Lloyd Blvd.,
Suite 500, Portland, Oregon 97232. Integra shall notify Customer of any change in this contact address for purpose of notices under
this.Agreement using the method of notice called for in this Section 17. Delivery will be deemed to occur upon receipt.The various
rights and remedies given to or reserved by either Party herein or allowed by Applicable Law,are cumulative,and no delay or
omission to exercise any of its rights will be construed as a waiver of any default or acquiescence, nor will any waiver of any breach
or any provision be considered to condone any continuing or subsequent breach of the same provision.Customer has been
provided with the opportunity to review and negotiate this Agreement and consult counsel;therefore, in the event of any
ambiguities, no inferences shall be drawn against Integra.Customer may not assign this Agreement without the prior written
consent of Integra,which will not be unreasonably withheld.This Agreement will be governed by and interpreted in accordance with
the laws for the state where the Services are to be provided. Nothing in this Agreement is intended'to,or shall be construed, as
creating a partnership or any third-party beneficiaries.The provisions of Sections 2,4,5,6,7,9, 10, 11, 12, 13, 14, 15, 16 and 17
shall survive termination.
Accepted and Agreed as of the 18th day of September,2013.
CUSTOMER: INTEGRA:
CITY OF AUBURN it ei _I /I _ INTEGRA TELECOM HOLDINGS, INC.
By: IJ�; By:
Name: wlii i �P )J�{z - Name:
Title: err- f/rid YUL 'e 1451,V G'V`— Title:
DocumentiD: 13795472545740.551 WWW.INTEGRATELECOM.COM Page 9 of 9
Integra
Integra*
700 SW 39 Street Ste 200
Renton,WA 98057
(P)425-970-7166
Service Agreement (F)(425)970-7266
Steven Shelver
sjshelver( integratelecom.com
www.integratelecom.com
Customer Name CITY OF AUBURN (HQ)
Street Address/Suite 25 W MAIN ST
City/State/Zip AUBURN,WA 98001
Customer Name CITY OF AUBURN-MAINTAINANCE AND OPERATION
Street Address/Suite 1305 C St SW MPOE
City/State/Zip AUBURN,WA 98001
Estimated Total
Monthly Activation
Product Description QTY Monthly Charge Charges.' Activation Charge Charges
Service Term- 12 months
Basic Voice Services
Basic Business Lin_e-Zone 1 1 $24.99 $24.99 $45.00 $45.00
ICF 1 $6.25 $6.25 $0.00 $0.00
IAC-Zone 1 1 $6.11 $6.11 $0.00 $0.00
Total $37.35 $45.00
Directory Primary Listing
Company Name CITY OF AUBURN-MAINTAINANCE AND OPERATION
Address 1305 C St SW
City, State,Zip AUBURN,WA 98001
Telephone Number to List (253)288-0749
Type Complimentary Listing
DocumentiD: 13795477748520.042 WWW.INTEGRATELECOM.COM Page 1 of 9
Customer represents and warrants the above information is true and correct and grants Integra the right to deliver customer's name,address,
and phone number as set forth above to the appropriate directory publishers and directory assistance data bases.Customer assumes full
responsibility conceming the right to use any name as a directory listing and agrees to hold Integra free and harmless of and from any claims,
loss,damage,or liability that may result from the use of such listing. Integra will take reasonable steps to ensure that the above information
appears in the next directory to be published,however, Integra does not warrant that the listing will be error-free.Integra's liability for errors or
omissions,including failure to publish, in Customer directory listings shall be limited to the charge for that listing during the effective life of the
directory containing the error or omission. Integra will provide a summary bill format unless contacted by the Customer to revert to a detailed
invoice option.
This Agreement including the most recent Master Service Agreement executed by Customer and Integra,together with any schedules or
attachments hereto,and Integra's policies and procedures located at www.integratelecom.com,incorporated by reference herein,constitute a
binding commitment between Integra and Customer,effective upon execution of this Agreement,and supersede all prior written or verbal
agreements or understandings.Customer acknowledges that Customer has received,read,and understands this Agreement and the Master
Service Agreement,and agrees to all of the terms and conditions of the foregoing documents and policies. Early Termination fees may apply
as set forth in Section 15 of the Integra Master Service Agreement..
1 Estimated Monthly Charges do not include:federal,state,and local taxes and fees,federal USF,or the Integra-imposed Network Access
Assessment(NAA)applied dependent on service type—the current rate is 10.95%(10.99%in Colorado)and may be subject to change with 30
days prior written notice.Monthly long distance charges are estimated based on customer's estimated use.Actual total charges are subject to
acceptance of Services. For more information about taxes,surcharges,and fees please visit:www.integratelecom.com.
As Identified in the Master Service.Agreement
::::::,:e1tht ce
f � 1
g, r- _ _4
Print Name Authorized Sign- re Date
Responsible Party email: cschmalz @auburnwa.••
This email contact will be the primary recipient of future secure information
Integra Acceptance
Print Name Signature Date
DocumentiD: 13795477748520.042 W',NW.INTEGRATELECOM.COM Page 2 of 9
Integra*
700 SW 39 Street Ste 200
Renton,WA 98057
Letter Of Authorization (P)425-970-7166
(F)(425)970-7266
sjshelver @int-gratelecom.com
www.integratelecom.com
Customer Name: CITY OF AUBURN-MAINTAINANCE AND OPERATION
Address: 1305 C St SW AUBURN WA 98001
This letter of authorization designates Integra Telecom Holdings,Inc.,by and through its subsidiaries(hereinafter"Integra")to act as the
representative for the above-named party("Customer")and to obtain information and/or records pertaining to Customer's telecommuncations
and related services.Integra is further authorized to issue orders for disconnection,reconnection,reconfiguration and installation of the
telecommunications services listed below:
el Inbound 800/888/877 Service CI Outbound Interstate LD Service Q Outbound Intrastate LD Service Q Local Service
CHANGE IN LOCAL SERVICE PROVIDER:This letter authorizes Integra to act as Customer's agent for purposes of ordering changes to
and/or maintenance of Customer's telecommunications and related services.This authorization includes,without limitation,the removal,
installation,addition to,or rearrangement of local access services,as well as equipment interconnected to Customer's telecommunications
service(s).
CHANGES IN PRIMARY LONG DISTANCE CARRIERS:This letter authorizes Integra consistent with the above general authorization and
FCC requirements,to act as Customer's agent to change the primary interexchange carrier for each of the telephone numbers listed on the
Services Agreement and any supplement to this authorization.Customer understands that only one interexchange carrier may be designated
as the interstate primary interexchange carrier for any one telephone number and further understands that any primary interexchange carver
change made on Customer's behalf may involve the imposition of a charge by the local exchange carrier. If any jurisdiction allows for the
selection of additional primary carriers(e.g.local,intrastate,or international)Integra is hereby authorized to change Customer's primary carrier
for those services from Customer's current service provider for each of the telephone numbers listed on the Services Agreement or any
supplement to this authorization.
TN'S CONVERTING TO INTEGRA AND TN'S TO BE:PIC'D TO INTEGRA Provider:
2532887406
TOLL FREE NUM_ BERS Provider:.
Customer Name as it appears on Toll Free bill/SMS 800:CITY OF AUBURN(HQ)
Toll Free Number Rings into 800 Serving Area Restrictions
(This letter also authorizes Integra to use the RESP ORG ID of IMT08 or effective on am.or p.m.)
This authorization shall remain in effect until canceled by the written authorization of Customer.This Letter of Authorization rescind s
all other Letters of Authorization previously entered into by Customer.This letter also authorizes the use of a facsimile copy to be
used as a valid and binding au • .lion. ]
Colin Schmalz A //;/ / /
Customer Authorize: '_• - t •- Print -r Date r f(f
Signature .r SS#or Tax ID#
•
Title ` V
DocumentiD: 13795477748520.042 WWW.INTEGRATELECOM.COM Page 3 of 9
% integ--
Integra"
700 SW 39 Street Ste 200
Renton,WA 98057
MASTER SERVICE AGREEMENT (P)425-970-7166
(F)(425)970-7266
sjshelverDintegratelecom.com
www.integratelecom.com
INTEGRA MASTER SERVICE AGREEMENT
Integra Telecom Holdings, Inc., by and through its subsidiaries(hereinafter"Integra"), and customer,as named on the Service
Agreement and the signature page hereto("Customer"), hereby agree to the following terms and conditions contained in this Master
Service Agreement(this"Agreement")for the provision of the service(s)ordered by Customer(the"Service(s)")to Customer by
Integra,as of the date of the Service Agreement(as defined below). For the purposes of this Agreement, Integra or Customer may
be individually referred to as a"Party and collectively as`Parties."
1.SERVICES AND SERVICES TERM.This Agreement incorporates any accepted orders for Services("Service Agreements)"),
any attachments, policies and procedures found on Integra's website:www.integratelecom.corn under Public Info and Policies
("Policies and Procedures"),and any filed tariffs,price lists or schedules,and comprises the entire agreement between the Parties.
Details pertaining to the Services are set forth in the Service Agreement entered into in connection with this Agreement.
This Agreement supersedes any and all prior discussions,representations, memoranda, or agreements—oral or written—between
the Parties hereto. Integra reserves the right, in its sole reasonable discretion,to reject any Service Agreement prior to Integra's
signature. Integra agrees to provide to Customer(subject to availability and adequacy of underlying Service),and Customer agrees
to procure from Integra,the Services at the locations set forth for the number of months set forth("Services Term")as detailed on
the Service Agreement(s). Installation of Services occurs at the delivery of operating circuits to the demarcation terminal(the
"Installation of Service(s)"),which demarcation terminal shall be at the location where Integra's facilities interconnect with
Customer's or any third party's facilities(the"Demarcation Point"). Integra will use reasonable efforts to install Services on the date
agreed upon by the Parties;however, Integra does not guarantee that Services will be installed and provisioned on Customer's
desired due date. If Customer delays the Installation of Services,certain fees and facility reservation charges may be charged to
Customer as described in Integra's Policies and Procedures. Upon the expiration of the Services Term, a Service Agreement will.
automatically renew for successive one(1)year terms, each a"Renewal Services Term,"unless terminated by Customer or Integra
with thirty(30)days written notice prior to the completion of the Services Term or the then-current Renewal Services Term.
2. RATES, CHARGES, BILLING AND PAYMENT. Rates and charges, service levels and credits are described in the Service
Agreement. Integra will notify Customer when Customer's circuit has been delivered and Installation of Services has occurred.
Upon notification of Installation of Service,Customer agrees to convert its services from its present provider, if any Customer
agrees that the Services Term will commence upon the Installation of Service, and billing for the Services will commence with
Integra's first regular billing cycle after notification of the Installation of Service, regardless of Customers actual conversion date,
unless Customer tests the Services and notifies Integra that the Services are not functioning properly within three(3)days after
Integra notifies Customer of the Installation of Services. If Customer timely notifies Integra of the non-functioning nature of the
Services, Integra will investigate the problem, and if it is due to Integra equipment,correct the issue and notify Customer of such
correction. Upon such notification,Customer again will have three(3)days to test the Services,and if Customer does not notify
Integra that the Services are not functioning properly within such period,the Services Term and billing for the Services will begin for
the date Integra notified Customer that the Services were corrected. If the problem was due to Customer equipment, Integra will
notify Customer, and billing will begin when Customer was notified of Installation of Service.
DocumentlD: 13795477748520.042 WWW.INTEGRATELECOM.COM Page 4 of 9
Monthly recurring charges("MRC")will be billed in advance each month. Non-recurring charges("NRC")will be billed on the first
invoice after the date of Installation of Service,or if the NRC are incurred after the date of Installation of Service, or are usage
based,such charges will be billed on the next invoice thereafter. Integra may bill Customer for billing corrections or adjustments for
Services rendered not later than one hundred eighty(180)days after the last day of the billing cycle during which Integra provided
the Service(s)to the Customer, unless a different period is required by federal,state,or local laws, regulations, rulings,orders or
other actions of governmental agencies("Applicable Law").Customer is responsible for payment of all charges associated with the
Services,including without limitation,charges for originating and terminating calls to Customer's telephone number(s). Payments
are due on the Payment Due By date set forth on the Integra invoice,provided, however,that no Payment Due By date shall be
less than net thirty(30)days. Customer must provide payment of all undisputed charges in full on Payment Due By date. If
Customer believes it has been billed in error or otherwise disputes a charge, Customer must notify Integra not later than ninety(90)
days after the date of the invoice containing the disputed charge unless a different period is required by Applicable Law.Customer's
notice must specifically detail the dispute and provide supporting documentation for the amount in dispute. Integra will investigate
all disputes and notify Customer of the results of its investigation and, if appropriate,credit Customer's account or notify Customer
of denial of the dispute.Acceptance of payments of less than the full amount due,including an instrument tendered as full
satisfaction of a debt,shall not be deemed, in the absence of a written agreement executed by both Parties,an agreement
on the part of Integra to accept less than the full amount due.Any tender of an instrument as full satisfaction of a debt
must be sent to the Law&Policy Department of Integra. Integra may assess a late fee of 1.5%per month(not to exceed the
maximum rate allowed under state law)on any undisputed balances not paid when due. Late fees may be assessed,as of the
original Payment Due By Date,against any disputed amount denied by Integra. Integra has the option to suspend the Services
and/or to pursue any and all other legal remedies until payment is made.Termination of Services after written notice may follow.
Customer will pay any and all costs incurred in collection of rates and charges due and payable, including reasonable attorneys'
fees and all collection agency costs,whether or not a suit is instituted.All payments hereunder will be in U.S.currency.
Each Service Agreement is subject to credit approval. Customer hereby authorizes Integra to conduct a credit search and agrees to
provide Integra with information regarding payment history for communications services, number of years in business,financial
statement analysis and commercial credit bureau rating. If a credit check is unsatisfactory at any time, or if Customer fails to make
timely payment two(2)or more times during any twelve(12)consecutive month period, Integra may require Customer to tender a
deposit up to the maximum permitted by law to guarantee payment hereunder. Such deposit may have,as an additional
component, deposit for any Integra-provided equipment in Customer's premises("Customer Premises Equipment").When
Customer establishes acceptable credit history or upon termination of the applicable Service Agreement, Integra will return the
balance of the deposit,if any,to Customer along with interest as required by law.
Integra shall not be liable for any charges arising from or related to the termination of any previous agreement for services or the
failure of Customer to terminate any previous agreement for services.
If any property owner, under which Customer is a tenant,assesses a fee against Integra in order to,or as a result of,the
provisioning of any Services to Customer, Integra may pass through such charges to Customer.
3.POLICIES, PROCEDURES AND RATES. Integra may change its Policies and Procedures upon thirty(30)days'written notice to
Customer. Use of Integra Services after the thirty(30)day notice period shall be deemed consent to the changed Policies and
Procedures. In addition, Integra may change its rates for various Services upon thirty(30)days' notice to Customer. In the event an
increase in rates for Services occurs,Customer shall have thirty(30)days to terminate the affected Services by written notice to
Integra,without further obligation or early termination charges,other than payment for the Services used until the date of
termination.Such termination shall be effective thirty(30)days after Integra's receipt of the termination notice. Failure to timely give
written notice of termination shall be deemed consent to the changed rates and charges.
4. FRAUD,TELEPHONE NUMBERS AND DIRECTORY LISTINGS. Customer is responsible for payment of any charges incurred
due to fraud,abuse,or misuse of the Services,whether known or unknown,to Customer. It is the Customer's obligation to take all
measures to ensure against such occurrences.
Telephone numbers are assigned to the business entity(Customer) named on the Service Agreement and not to any individual
owner or operator of the business. Customer shall designate those individuals authorized to make changes to the Customer's
account with Integra, including changes to the Services or to the telephone numbers in conformity with Applicable Law.The
Customer shall hold Integra harmless for any changes authorized by the individuals designated by Customer.
Integra shall take reasonable measures to provide Customer with continuation of existing telephone numbers. However, if
Customer is changing location at the time of conversion or taking Service(s)for the first time at a location, Integra makes no
warranties regarding assignment of particular telephone numbers to Customer. Integra shall not be liable to Customer for any
change in, including loss of;telephone numbers if such telephone numbers are lost after termination of this Agreement or the
Services due to default by Customer under this Agreement,or if such change or loss is due to actions of any vendor or supplier of
services to Integra.Customer's reliance upon and/or use of any telephone numbering information prior to Installation of Service and
Customer's conversion to the Services is at the Customer's sole risk.
Integra shall not be liable for any inaccurate or dropped listings of any publisher/directory database. Integra shall not be liable for
any errors or omissions,whether arising through negligence or otherwise,in the information furnished to a publisher or to a
directory database(s).Additional costs may be assessed for publisher/directory database listing charges.
Document!D. 13795477748520.042 WWW.ONTEGRATELECOM.COM Page 5 of 9
5.TAXES,SURCHARGES, FEES AND ASSESSMENTS. Customer is responsible for payment of any and all federal,state and
local taxes, surcharges,or fees related to the Services,as may be imposed from time to time(excluding Integra income taxes)
("Taxes")to the extent that Customer is not exempt from such Taxes. Integra will collect all such Taxes unless Customer provides
Integra with proof of exemption.Surcharges and assessments,which are not required by regulatory agencies, but which Integra is
permitted to charge to recover expenses, may be applied and adjusted from time to time.All such charges will be set forth on a
detailed invoice.
6.TARIFF APPLICATION. In the event of any conflict between any provision of this Agreement and any provision of an applicable
filed tariff or price list,the provision of such filed tariff or price list will control.
7. COMPLIANCE WITH LAW.This Agreement is subject to all Applicable Law, and the obtaining and continuance of any required
approvals,authorizations,or tariffs or price lists filed with the FCC or any other governmental agency. Integra will use commercially
reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any action pursuant to Applicable Law
adversely affects the Services or requires Integra to provide Services other than in accordance with the terms of this Agreement,
either Party may,without liability to the other Party,terminate the affected Services upon thirty(30)days prior written notice to the
other Party. In performing their obligations under this Agreement,the Parties will comply with all Applicable Law,specifically
including, but not limited to,Applicable Laws governing 911/E-911 and any other emergency services.
Subject to Integra's 911/E-911 policy(found in Integra's Policies and Procedures),and unless otherwise specifically agreed, (a)
Integra will provide Customer with the network connection for each circuit, billing telephone number(BTN)or trunk group that
comprise the Services,and(b) Integra will provide the appropriate Public Safety Answering Point(PSAP)with the automatic
location identification(ALI),including the same emergency response location,for all BTNs of the circuit or trunk group regardless of
the number of lines,trunks,or unique telephone numbers on that circuit or trunk group. Customer will be responsible for providing
all other 911/E-911 functionality as required by Applicable Law,including but not limited to,agreements with, and network or other
connection to,the local PSAPs. Customer will maintain the necessary databases and update and transfer the ALI to the appropriate
PSAPs. Integra is not responsible for and will not make any changes or submit updates to 911/E-911 databases for any Services
other than the one emergency response location as set forth above.
8. SERVICES, MAINTENANCE AND UPGRADE OF FACILITIES. Services will meet industry standards. Integra will maintain its
facilities and equipment used to provide the Services as set forth in its Policies and Procedures,at no additional charge to
Customer,except where work or service calls result from failure or malfunction in,or improper operation of,any third party's
facilities and/or equipment after the Demarcation Point or Customer's facilities and/or equipment. In such event,Customer will
reimburse Integra for the cost of the required maintenance at Integra's standard time and material rate plus any taxes imposed
upon Integra related to such maintenance, and Customer shall be responsible for the cost of repair or replacement of Integra
equipment that is damaged by Customer's actions or equipment.
Integra reserves the right to suspend Service for scheduled maintenance or planned enhancements or upgrades upon twenty-four
(24)hours'notice to Customer or to suspend Service for emergency repairs to Integra's network without notice to Customer. Integra
equipment will remain the sole and exclusive property of Integra or Integra's assignee.Customer will not tamper with, remove or
conceal any Integra identifying plates,tags or labels.Customer shall not permit any liens on Integra equipment, and any such lien
will be discharged by Customer within ten(10)days of notice of filing. Failure to discharge any such lien is a material breach of this
Agreement,and may result in immediate termination.
Customer will provide equipment compatible with the Services and Integra's network and facilities. Customer will bear the costs of
any additional apparatus reasonably required to be installed because of the use of Integra's network or facilities.
Upon termination of the Service(s), Customer, upon notice from Integra, shall provide reasonable access to Integra to recover the
Integra provided Customer Premises Equipment, in accordance with the instructions in the notice. Customer's damage to the
Integra provided Customer Premises Equipment(reasonable wear and tear excepted)or failure to return the equipment, including
but not limited to the battery pack,as directed,shall constitute Customer acceptance of ownership of and responsibility for the
equipment,and Integra may invoice Customer for the then fair market value of such equipment.
Integra reserves the right to substitute, change or rearrange any equipment or facilities used in delivering Services that does not
affect the quality,cost or type of Services. Integra will manage its network in.Integra's sole discretion. Customer will provide all
reasonable information,authorizations,and access required by Integra for the purpose of installing Services, performing routine
network grooming, maintenance,and upgrades,and addressing emergencies.
9.SERVICE INTERRUPTION CREDITS. Credits are subject to the limitations of liability set forth in Section 11 and shall only be
given for a Service Outage(as defined below)and claimed in accordance with this Section or any other applicable service level
agreement that applies to the Service.A"Service Outage"is defined as any Service disruption for which Integra is the sole cause of
such disruption and such disruption is not the result of(a)scheduled maintenance that occurs between the hours of eleven p.m.
and six a.m. local time (b)planned enhancements, (c) upgrades, (d)failure or malfunction in or improper operation of any third
party's facilities and/or equipment after the Demarcation Point or Customer's facilities and/or equipment, or(e)a Force Majeure
event(as defined below). Upon request, but not later than thirty(30)days after the Service Outage, and after a determination by
Integra that such Service Outage is eligible for credits, Customer shall be entitled to a credit for a Service Outage that exceeds
twenty-four(24)hours, unless otherwise defined in a service level agreement or tariff applicable to the specific Service. Such credit
shall be based upon the ratio of the duration of the.Service Outage(measured from the time the interruption is reported to or
detected by Integra,whichever occurs first)to the total time in a thirty(30)day month.That ratio, multiplied by the monthly rate for
the Service(s)affected shall determine the amount of the credit allowance.
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If Customer fails to notify Integra in the manner set forth herein with respect to the applicable service credits within thirty(30)days
of a Service Outage, Customer will have waived its right to such service credits for that month. Customer's total service credit(s) in
any one month will not exceed one(1)month's MRC for the affected Service for that month, and do not apply to the MRCs of any
other Services.The credits outlined above shall not be compounding, but to the extent multiple service standards apply to a Service
Outage,the credits that apply shall be distinguished by the degree of impairment based on a degradation or a complete disruption
of Service for that particular Service Outage. Customer may be eligible for credits for a Service Outage under multiple provisions of
this Agreement or any Service Order or Addendum; but Customer shall not be entitled to claim more than one credit for any Service
Outage.To be eligible for service credits, Customer must be current in all of its obligations.
10. DISCLAIMER/LIMITED WARRANTY. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, INTEGRA MAKES
NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INTEGRA DOES NOT WARRANT THAT THE
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
11. LIMITED LIABILITY. CUSTOMER'S RIGHT TO CREDITS AS PROVIDED IN THIS AGREEMENT SHALL BE CUSTOMER'S
SOLE REMEDY FOR DAMAGES WITH REGARD TO SERVICE OUTAGES. INTEGRA'S LIABILITY AND THE EXCLUSIVE
REMEDY OF CUSTOMER FOR DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES AND/OR THIS AGREEMENT,
WILL BE SOLELY LIMITED TO AN AMOUNT NO GREATER THAN THE AMOUNTS INVOICED TO CUSTOMER BY INTEGRA
DURING THE MONTH PRIOR TO THE OCCURRENCE OF ANY CLAIM. IN NO EVENT WILL INTEGRA BE LIABLE TO THE.
CUSTOMER FOR LOSS OF USE, INCOME OR PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS OR HARM TO
BUSINESS OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES,
WHETHER BASED ON BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE OR STRICT LIABILITY),WARRANTY OR
ANY OTHER LEGAL THEORY, REGARDLESS OF THE FORESEEABILITY THEREOF EVEN IF THE PARTY HAS BEEN
ADVISED OR SHOULD HAVE.KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
12. CUSTOMER WARRANTIES. (a)The Customer represents and warrants that it is an entity,duly organized,validly existing and
in good standing under the laws of its origin,with all requisite power to enter into and perform its obligations under this Agreement
in accordance with its terms; (b)Customer represents and warrants that neither its equipment nor facilities will pose a hazard to
Integra's equipment or facilities or create a hazard to Integra's personnel or customers or the public in general; (c)Customer
represents and warrants that its use of the Services will comply and conform with all Applicable Law and any other authorities
having jurisdiction over the subject matter of this Agreement and it will be responsible for applying for, obtaining and maintaining all
registrations and certifications which may be required by such authorities; (d)Customer represents and warrants that it will not
resell all or a portion of the Service(s) provided by Integra under this Agreement.Customer will indemnify and hold Integra harmless
from any and all loss, liability,claim,demand,and expense(including reasonable attorneys'fees)related to Customer's violation of
this Section.
13. CONFIDENTIAL INFORMATION. Customer Proprietary Network Information("CPNI")shall only be disclosed in accordance
with the Applicable Law and Integra's Policies and Procedures.
In addition to the foregoing,the Parties may have access to certain information,the ownership and confidential status of which is
highly important to the other Party and is reasonably designated by one of the Parties as confidential (herein referred to as
"Confidential Information"). Neither Party will disclose the other Party's Confidential Information, directly or indirectly under any
circumstances,to any third person without the express written consent of the other Party, and neither Party will copy,transmit,
reproduce,summarize, quote, or make commercial or other use whatsoever of the other Party's Confidential Information,except as
may be necessary to perform its duties hereunder or as required by Applicable Law. Each Party will exercise a reasonable degree
of care, but not less than the degree of care that it applies with respect to its own Confidential Information, in safeguarding the other
Party's Confidential Information against loss,theft,or other inadvertent disclosure and take all steps necessary to maintain such
confidentiality.
14. INDEMNIFICATION. Customer will indemnify, hold harmless,and defend Integra and its affiliates,and their respective officers,
directors,employees, agents and subcontractors from liabilities, claims or damages and expenses whatsoever(including
reasonable attorneys'fees)arising out of or in connection with(a)any and all costs,claims,taxes,charges,and surcharges levied
against Integra relative to Customer's claim for tax exempt status with respect to Taxes to the extent that such exempt status is not
found to be valid, (b)any liens placed on Integra provided Customer Premises Equipment due to Customer's action or inaction, (c)
personal injury or death or damage to property related to Customer's failure to meet any 911/E911 requirements or agreements or
the failure to give end users appropriate warnings if VoIP services are provided by Integra, or the failure to maintain the necessary
databases and update the ALI being transmitted to the PSAP, (d)claims by Integra or third parties for damage to real or tangible
personal property or for bodily injury or death which is caused by Customer and is directly due to Customer's negligence or willful
misconduct or which is caused by hazards created by Customer's equipment or facilities, and(e)Customer's improper use of the
Services and/or Customer's end-users or third parties improper use of the Services, resale, or sharing of the Services in violation of
any Applicable Law or in violation of any provision of this Agreement. Customer's indemnification obligations do not apply to claims
for damages to real or tangible personal property or for bodily injury or death if solely caused by Integra's gross negligence or willful
misconduct.
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15. DEFAULT/TERMINATION.Customer's use of the Services provided under this Agreement and any equipment associated
therewith will not (a)interfere with or impair service over Integra's network; (b)impair privacy of any communications over such
network; (c)cause damage of any nature to Integra's assets or customers; (d)be used to frighten,abuse,torment or harass,or
create hazards to Integra or its network;(e)be used for a high volume of short duration calls, regardless of nature(high volume
short duration calls are defined as 10%of total outbound calls that are six seconds or less in duration)or(f)violate the provisions of
any of Integra's Policies and Procedures,'including Integra's 911/E-911 policy. Integra may immediately suspend or terminate the
Services without liability for any violation of these provisions,and in the case of a violation of(e)above, Integra may, in its sole
discretion,assess a higher rate for a high volume of short duration calls to reflect Integra's increased costs. If Services are
suspended pursuant to this Section 15, reconnection charges may apply.
If either Party violates any provision of this Agreement,the non-defaulting Party shall send the defaulting Party written notice
detailing the default.The defaulting Party will have:(a)ten(10)days from the date of the written notice to cure a payment default,
or(b)thirty(30)days from the date of the written notice to cure a non-payment default. If the defaulting Party fails to cure,the
non-defaulting Party may terminate the affected Services and pursue any and all other legal remedies permitted by this Agreement.
Any Service Agreement and the related Services also may be terminated by either Party in accordance with the provisions of the
then current tariff or price list that applies to such Service Agreement and the related Services.
Except as provided in the paragraph below, if Customer cancels all or a part of the Services prior to Installation of Service, Integra
will charge Customer a cancellation fee equal to one(1)month's MRC for the cancelled Services, plus any installation costs,
special construction costs and any other costs incurred by Integra,whether previously waived or not,and any third party charges
incurred by Integra with respect to such cancelled Services. Except as provided in the paragraph below,'if Customer terminates all
or any part of the.Services at a location at any during the Services Term or a Renewal Services Term that is in effect,or if
Integra terminates all or any part of the Services as a result of Customer's breach before the end of the Services Term or a
Renewal Services Term that is in effect Integra may charge Customer an early termination fee equal to and including any or all of
the following: 100%of the total MRC,surcharges and taxes for the Services Term or the Renewal Services Term then remaining for
the terminated Services,plus any activation, installation costs;special construction costs;and all other fees or costs incurred by
Integra that under the terms of the applicable Service Agreement are chargeable to Customer in addition to MRC, less amounts
already paid by Customer with respect to such charges for the terminated Services.Customer acknowledges that Integra's
damages for a cancellation or early termination would be difficult to determine and the cancellation and termination charge(s)
constitute liquidated damages and are not intended as a penalty, but are intended as a mutually-agreed upon amount representing,
but not limited to,lost revenue, proportionate or actual third party costs and capital expenditures,and internal costs.All such
amounts will become due and payable by Customer to Integra when invoiced.
Customer will not be liable for the cancellation or early termination fees set forth above if(a)cancellation or termination is due to a
material breach of this Agreement by Integra or(b)if(i)Customer orders from Integra,at the time of Service cancellation or
termination, retail services of equal or greater aggregate MRC than the Services cancelled or terminated,and(ii)the new services
are approved by Integra,and (iii)Customer compensates Integra for any unrecovered installation and capital costs and any costs
charged by third parties with respect to the cancelled or terminated Services.
16. FORCE MAJEURE. In the event that either Party's performance is delayed, prevented, or inhibited because of any Act of God,
fire,casualty,delay or disruption in transportation,flood,war, strike, lockout, epidemic,destruction or shut-down of facilities,
shortage or curtailment, riot, insurrection,governmental acts or directives,any full or partial failure of any third party
communications or computer network or any other cause beyond such Party's reasonable control("Force Majeure"),the Party's
performance will be excused and the time for the performance will be extended for the period of delay or inability to perform
resulting from such occurrence.The occurrence of such an event will not constitute grounds for a declaration of default by either
Party hereunder;however in the event that such Force Majeure event continues for excess of thirty(30)days,the Party that is
not the subject of the Force Majeure event may terminate the Services that are the subject of the Force Majeure event without
liability for termination.
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17. GENERAL. Except as otherwise permitted herein,any amendment must be in writing and signed by the Parties hereto.
Electronic or Facsimile copies of this Agreement and any amendments or modification hereto, including electronic or facsimile
signatures,will be accepted by the Parties as originals.The failure of either Party to insist upon the performance of any provision or
to exercise any right granted hereunder,will not be construed as a waiver of such provision(s), and the same will continue in full
force. If any provision hereof is held to be invalid,void,or unenforceable,the remainder of the provisions will nevertheless remain
unimpaired and in effect.All notices to Customer under this Agreement will be in writing and will be made by one or more of the
following methods: bill message or insert incorporated in or with the Customer's invoice by its normal means of transmission,first
class mail,certified mail,or overnight delivery. Notices will be sent to the address of record,and in the event of multiple addresses,
to the address of the parent account. In the case of a notice to Integra,all notices under this Agreement will be in writing and will be
made by personal delivery,overnight delivery,or certified mail with a copy to the Law&Policy Department, 1201 NE Lloyd Blvd.,
Suite 500, Portland,Oregon 97232. Integra shall notify Customer of any change in this contact address for purpose of notices under
this Agreement using the method of notice called for in this Section 17. Delivery will be deemed to occur upon receipt.The various
rights and remedies given to or reserved by either Party herein or allowed by Applicable Law,are cumulative,and no delay or
omission to exercise any of its rights will be construed as a waiver of any default or acquiescence, nor will any waiver of any breach
or any provision be considered to condone any continuing or subsequent breach of the same provision.Customer has been
provided with the opportunity to review and negotiate this Agreement and consult counsel;therefore, in the event of any
ambiguities, no inferences shall be drawn against Integra.Customer may not assign this Agreement without the prior written
consent of Integra,which will not be unreasonably withheld.This Agreement will be governed by and interpreted in accordance with
the laws for the state where the Services are to be provided. Nothing in this Agreement is intended to,or shall be construed,as
creating a partnership or any third-party beneficiaries.The provisions of Sections 2,4,5,6,7,9, 10, 11, 12, 13, 14, 15, 16 and 17
shall survive termination.
Accepted and Agreed as of the 18th day of September,2013.
CUSTOMER: INTEGRA:
CITY OF AUBURN( Q) INTEGRA TELECOM HOLDINGS, INC.
By: By:
Name: 0a18 i�/ 4041/0 Name:
Title: Title:
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