HomeMy WebLinkAboutContract 42303 CITY SECRETARY
MASTER SERVICES AGREEMENT
CONTRACT NO A a3 P-3-
(Enterprise Customers)
This MASTER SERVICES AGREEMENT ("Agreement") is entered into by and between
tw telecom holdings inc., a Delaware corporation with offices at 10475 Park Meadows Drive,
Littleton, Colorado 80124, ("TWTC") and The City of Fort Worth, a Texas governmental entity
with principal offices at 1000 Throckmorton Street, Fort Worth, TX 76102 ("Customer" or"City").
This Agreement is effective upon execution by Customer and TWTC ("Effective Date").
Customer and TWTC may be referred to as a "Party" or collectively as the "Parties".
WHEREAS, TWTC will provide telecommunications services to Customer through its Local
Entities who own and operate telecommunications facilities in various metropolitan areas;
WHEREAS, TWTC currently provides Services ("Existing Service") to Customer pursuant to tw
telecom Standard Terms and Conditions identified as City Secretary Contract No. 39360 and
39632, and pursuant to service orders placed under such agreements (collectively, "Prior
Agreements");
WHEREAS, TWTC will provide centralized services associated with the telecommunication
services, such as billing and provisioning, and will remain responsible for the performance of the
obligations of the Local Entities under this Agreement; and
WHEREAS, as of the Effective Date, this Agreement supersedes the Prior Agreements and will
hereafter govern the Existing Services. However, the previously agreed to Service Terms and
pricing for the Existing Services will continue in effect until expiration of their respective Service
Terms.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
TWTC and Customer agree as follows:
1. Definitions: The definitions identified in the attached Schedule 1 will apply when used
in this Agreement and in any other attached schedules. If terms are not expressly defined in
this Agreement, they shall have the meanings commonly attributed to them in the
telecommunications industry.
2. Term of Agreement — Service Terms: The Term of this Agreement is 3 years
commencing on the Effective Date. The Term will automatically renew for one year unless
terminated by either Party upon written notice given at least thirty days prior to expiration of the
Term. Upon expiration of a Service Term for a particular Service, the Service Term will
automatically renew for a one year term unless terminated by either Party upon written notice
given at least thirty days prior to expiration of the Service Term. When the Term of this
Agreement expires, existing Services continue in effect for the remainder of their respective
Service Terms and will continue to be governed by this Agreement.
3. Services, Ordering and Testing:
a. Services: The attached schedules describe the Services that are available under this
Agreement. TWTC offers all Services subject to availability and has the right to accept or reject
a Service Order submitted by Customer. Subject to Section 10.b. herein, TWTC may require a
deposit prior to the provision of any new Service.
4. Service Order IntervaIs- TWTC will, within one business day of receiving a request for
grtjld¢J U0dfVGS?Aos from Customer, review the Service Order and identify any corrections
orG*poq_ fe(e needed before TWTC can process the Service Order. When the
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he City of Fort Worth-tw telecom Master Services Agreement
Service Order for On-Net transport Services is properly completed and submitted, TWTC will
provide Customer with (i) a design layout record within four business days, and (ii) a Firm Order
Confirmation ("FOC") within five business days. For all other Services, Service Order intervals
will be provided on an individual case basis.
C. Expedited Service Request: Customer may request that TWTC expedite the installation
of a Service. If TWTC accepts the request, TWTC will bill a per circuit expedite charge as
follows: PRI and DS-1 Services - $500; DS-3 Services - $1,000; OC-n Services - $2,500. For
Off-Net Services, TWTC may pass through to Customer any third party charges incurred by
TWTC to fulfill the expedite request.
d. Cancellation. Delay or Modification of Service Orders:
(i) Cancellation of Service Order. If Customer cancels a Service Order before
TWTC has completed installation of the Service, Customer must reimburse TWTC for its Actual
Costs. If Customer cancels a Service Order after the Service has been installed, the
termination liability set forth in Section 10 will apply. All requests by Customer to cancel a
pending Service Order are effective only if provided in writing.
(ii) Requests to Delay Installation. Customer may request to delay installation for up
to thirty days following the original FOC due date for no charge if such request is provided in
writing to TWTC at least three business days prior to the original FOC due date. If Customer
submits its request to delay installation less than three days prior to the original FOC due date,
TWTC will bill for the MRCs for such Service from the original FOC due date to the actual date
of installation. Customer may only request one installation delay per Service.
(iii) Modification of Service Orders. If Customer requests modifications to pending
Service Orders or previously installed Services, Customer must reimburse TWTC for its Actual
Costs incurred in reengineering and modifying the Service, including any third-party charges
assessed against TWTC as a result of such modification.
e. Testing. TWTC will notify Customer when the Service has been successfully installed
and is available for Customer's use ("Service Date"). Unless Customer notifies TWTC by the
close of the business on the Service Date that the Service is not operational, the Service Term
will commence. Customer also has thirty days following the Service Date to conduct additional
testing of the Services. If such testing indicates that the Service is not operating properly, and
Customer notifies TWTC and reasonably identifies the problem, TWTC will work with Customer
to remedy the problem. If TWTC reasonably determines that the problem is due to TWTC's
Network or TWTC Equipment or third-party telecommunications facilities arranged by TWTC on
TWTC's side of the demarcation point, then Customer will be credited for the MRCs associated
with the Service from the Service Date through the date that the Service is made operational. If
TWTC reasonably determines that the problem is not being caused by TWTC's Network, TWTC
Equipment, or third-party telecommunications facilities arranged by TWTC on TWTC's side of
the demarcation point, the Service Date will remain unchanged. TWTC is not responsible for
testing failures resulting from problems with Customer's equipment.
4. Equipment, Installation, Interconnection and Work Performed for Customer:
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The City of Fort Worth-tw telecom Master Services Agreement
a. Responsibilities. TWTC will own and control all TWTC Equipment, which will remain
TWTC's personal property regardless of where located or attached. TWTC may upgrade,
replace or remove TWTC Equipment, regardless of where located, so long as the Services
continue to perform. Customer may not alter, move or disconnect TWTC Equipment and is
responsible for any damage to, or loss of, TWTC Equipment caused by Customer's breach of
this provision or as the result of Customer's or its End User's negligence or willful misconduct.
TWTC has no obligation to install, maintain or repair any equipment owned or provided by
Customer, unless otherwise agreed to in a writing executed by the Parties. If Customer's or an
End User's equipment is incompatible with the Service, Customer is responsible for any special
interface equipment or facilities necessary to achieve compatibility.
b. Access. TWTC may require access to Customer's premises to install and maintain the
Services and TWTC Equipment. Customer agrees to provide TWTC with a contact and/or help
desk number that can be reached at all times. Customer agrees to provide reasonable access
rights and/or rights of way from third parties, space, power and environmental conditioning as
may be required for installation of and maintaining TWTC Equipment at Customer's premises.
No credits will be issued for any Service Outage period that is due to Customer's failure to
provide TWTC access to restore Service.
C. Letter of Authorization / Carrier Facility Assignment. If Customer intends to connect the
Services to facilities that it does not own, it must provide TWTC with and maintain (for the
Service Term) a current letter of authorization and carrier facility assignment, as applicable.
d. Work Performed at Request of Customer. If Customer requests that TWTC perform
work associated with Customer's side of the demarcation point, such as demarcation
extensions, preparation of Customer's premises, testing of Customer's equipment or facilities,
inside wiring and/or maintenance work on Customer's equipment, facilities or wiring, and TWTC
agrees to perform such work, Customer shall be responsible for paying TWTC a time and
materials charge associated with performance of the work.
5. Scheduled and Emergency Maintenance:
a. Scheduled Maintenance. TWTC will monitor TWTC's Network and TWTC Equipment
24 hours per day, 7 days per week. Scheduled Maintenance will be performed between the
hours of midnight and 6:00 a.m. (local time where the maintenance is being performed) unless
another time is agreed to by the Parties for the particular circumstance. TWTC will endeavor to
provide Customer with at least five business days notice before performing service-affecting
Scheduled Maintenance unless a shorter notice period is required under the circumstances.
b. Emergency Maintenance. If TWTC has to perform service-affecting maintenance
outside of the Scheduled Maintenance window set forth in Section 5(a) above, then TWTC will
provide as much prior notice to Customer as is practicable under the circumstances.
6. Service Level Agreement and Reporting of Service Outages:
(a) Service Level Agreements. The service level agreement for a particular Service is
set forth in the applicable attached product schedules. Notwithstanding anything to the contrary
in this Agreement, the remedies set forth in the service level agreement and in Section 9(b) of
this Agreement constitute Customer's sole and exclusive remedy for Service Outages and/or
failures to meet the performance objectives identified in the service level agreement. The
resources, equipment and methodology used to measure performance with respect to the
service level metrics are determined by TWTC in its commercially reasonable discretion, but
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within industry standards. Credits issued during any calendar month will not exceed the MRC
associated with the Affected Service that experienced the Service Outage(s).
(b) Reporting and Duration of Service Outages. Customer must contact TWTC's
Customer Network and Reliability Center ("CNRC") at 800-829-0420 to report a Service Outage,
and TWTC will open a trouble ticket and provide Customer with a trouble ticket number for
tracking purposes. For the purpose of calculating applicable credits, a Service Outage begins
when Customer reports the Service Outage to TWTC's CNRC, and ends when the Affected
Service is restored. Service Outages and failures to meet the performance objectives identified
in the applicable service level agreements do not include outages and failures caused by the
equipment, acts or omissions of Customer or its End Users, Force Majeure events, fiber cuts
caused by third-parties not contracted by TWTC, or outages occurring during Scheduled or
Emergency Maintenance. The duration of the Service Outage also does not include any time
during which TWTC is not allowed access to the premises necessary to restore the Service,
unless such denial of access is due to intentional misconduct of TWTC. Service Outage credits
are provided to Customer only upon request of Customer, and such requests must be submitted
to TWTC within 120 days from the date the Affected Service is restored.
(c) Service Calls Caused by Problems with Customer's Equipment or Facilities If
TWTC responds to a service call initiated by Customer, and TWTC reasonably determines that
the cause of the problem is not due to TWTC's Network or TWTC Equipment, but is due to
Customer's equipment or facilities, Customer must compensate TWTC for the service call at the
following rates:
Standard Rates
$50.00/dispatch ($200 for dispatch in Manhattan)
$75.00 charge for the 1 st half-hour
$50.00 charge for each additional half-hour
Standard Minimum Charge
$125.00
7. Billing and Payment
a. Billing and Payment. Charges for Services will commence on the Service Date of each
individual Service Order. The Service Date will not be delayed due to Customer's equipment or
its readiness to accept or use the Service. TWTC will invoice Customer on a monthly basis for
amounts due under this Agreement. MRCs for Services to be provided during the following
month will be invoiced in advance, but usage charges will be invoiced in arrears. Customer
must deliver payment to TWTC for all undisputed charges within thirty (30) days of the date of
the applicable invoice ("Payment Date"). If the Payment Date falls on a Saturday, Sunday or
legal holiday, payment for such invoices will be due on the business day immediately preceding
such Saturday, Sunday, or legal holiday. Any payment or portion thereof not made by the
Payment Date is subject to a late charge on the unpaid amount at the lesser of one and one half
percent per month or the maximum rate permitted by applicable law.
b. Taxes and Other Charges. TWTC will invoice Customer for applicable Taxes (defined
below) and will identify such Taxes as line item charges on the invoice separate from the MRCs
for the Services. Customer will be liable for Taxes which were assessed by or paid to an
appropriate taxing authority within the applicable statute of limitations period. If Customer fails
to pay any Taxes properly billed, then as between TWTC and Customer, Customer will be solely
responsible for payment of the Taxes, and penalty and interest.
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If either Party is audited by a taxing or other governmental authority, the other Party
agrees to reasonably cooperate to respond to the audit inquiries in a proper and timely manner.
TWTC will cooperate, at Customer's expense, with reasonable requests of Customer in
connection with any Tax contest or refund claim. The Customer will ensure that no lien is
attached to or allowed to remain on any asset of TWTC as a result of any Tax contest. To the
extent permitted by applicable law, Customer will indemnify and hold TWTC harmless against
any liabilities, damages, losses, costs or expenses arising out of such Tax proceedings,
including without limitation any additional Taxes, interest, penalties and attorney's fees.
If Customer claims an exemption for any Taxes, Customer must provide TWTC with a
proper tax exemption certificate as authorized by the appropriate taxing authority. Customer
must pay all applicable Taxes to TWTC until it provides TWTC with a valid tax exemption
certificate. If applicable law exempts Services under this Agreement from a Tax, but does not
also provide an exemption procedure, then TWTC will not collect such Tax if Customer provides
TWTC with a letter signed by one of its officers: (i) claiming a right to the exemption; (ii)
identifying the applicable law that allows such exemption and does not require an exemption
certificate; and (iii) to the extent permitted by applicable law, agreeing to indemnify and hold
TWTC harmless from any tax, interest, penalties, loss, cost or expense asserted against TWTC
as a result of its not collecting the Taxes from Customer.
8. Claims and Disputes:
a. Dispute Information. Customer may dispute charges invoiced by TWTC by logging onto
TWTC's online customer portal at https:Hcustomerportal.twtelecom.com/ and completing a
dispute form, or by contacting TWTC's dispute telephone line at 1-800-829-0420. All claims
must be submitted to TWTC within 120 calendar days of the date of the invoice associated with
the disputed charges, or the invoice shall be deemed correct and all rights to dispute such
charges are waived.
b. Investigation and Resolution. TWTC will use commercially reasonable efforts to respond
within thirty days to a billing dispute submitted by Customer. If the dispute is resolved in favor
of Customer, TWTC will apply a credit to Customer's account in the amount of the dispute. If
the dispute is resolved in TWTC's favor and Customer has withheld the disputed amount,
Customer must pay the disputed amount within ten (10) business days following notice of the
resolution of the dispute plus interest at the lesser of one and one half percent per month or the
maximum rate permitted by law from the Payment Date through the date that Customer pays
the disputed amount. If the dispute is resolved in favor of TWTC but Customer has timely paid
the disputed amount, no interest will apply.
9. Suspension/Termination:
a. Suspension or Termination of Services and/or Agreement by TWTC.
(1) TWTC may suspend all Services associated with a delinquent account if Customer
fails to cure by paying the associated outstanding balance in full within ten (10) days following
written notice by TWTC. TWTC also may suspend Services and terminate this Agreement if
Customer, following thirty (30) days written notice, (or shorter period if mandated by the
governing authority or if necessary due to threat if imminent harm) fails to cure a (i) material
breach of any provision of this Agreement or violation of any law, rule or regulation governing
the Services; or (ii) any insolvency, bankruptcy assignment for the benefit of creditors,
appointment of trustee or receiver or similar event with respect to Customer.
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The City of Fort Worth-tw telecom Master Services Agreement
(2) TWTC may suspend and/or reroute Services without notice: (i) if necessary to
protect TWTC's Network from imminent harm and/or to protect the technical integrity of TWTC's
Network; (ii) if required by legal or regulatory authority or (iii) upon Customer's fraudulent or
illegal use of the Services.
b. Termination of Affected Services by Customer. If a Service Outage occurs on a Chronic
Trouble Service within thirty days following the second Service Outage, Customer may
terminate the Affected Service without termination liability, but Customer shall be responsible for
charges accrued prior to the termination date, less any applicable Service Outage credits.
Customer must provide TWTC with written notice by no later than thirty days following the third
Service Outage that it is terminating the Affected Service.
C. Termination of Agreement by Customer. Customer may terminate this Agreement
without termination liability if TWTC fails to cure, following thirty days written notice: (i) its
material breach of any provision of this Agreement or any law, rule or regulation governing the
Services; or (ii) any insolvency, bankruptcy assignment for the benefit of creditors, appointment
of trustee or receiver or similar event with respect to TWTC.
d. Payment through Disconnection Date. Customer is responsible for paying the Monthly
Recurring Charges ("MRCs") through the date that the Services are disconnected by TWTC.
TWTC has thirty days to complete the disconnection of On-net Services, and forty-five days for
disconnection of long haul Off-net Services.
10. Termination Liability/Annual Appropriations:
a. Termination Liability. If TWTC terminates a Service pursuant to Section 9(a)(1) or for
reasons attributable to Customer under Section 9(a)(2), or if Customer terminates a Service for
any reason other than as set forth in Sections 9(b), 9(c) above, or 10(b) of this Section, all
MRCs for the Service(s) that were terminated for the balance of the applicable Service Term
shall become immediately due and payable. Customer and TWTC reserve the right to negotiate
for and agree to a different termination liability on an individual order basis which shall be set
forth in an applicable Service Order executed by both Parties.
b. Annual Appropriations. Notwithstanding the foregoing, TWTC acknowledges that
funding to pay for Services ordered under this Agreement is subject to annual appropriations by
the appropriate governing body, and in the event adequate sums are not appropriated in any
fiscal year to fund Customer's use of telecommunications services ordered hereunder,
Customer may terminate the affected Service Orders upon no less than 45 days prior written
notice. Such termination will not affect Customer's obligations with respect to payment for the
terminated Services during any prior period, and Customer shall make all payments due through
the end of Customer's fiscal year in which the services are terminated pursuant to this provision.
Customer represents and warrants, however, that Customer will include sufficient funding to
cover charges for all Services ordered under this Agreement in each Customer budget
submitted for approval, and will actively support the appropriation of such funding, during the
term of this Agreement.
11. Governmental Regulation: Services provided under this Agreement are subject to all
applicable federal, state and local laws, and regulations, rulings, orders and other actions of
governmental agencies including, but not limited to, the Communications Act of 1934, as
amended, the rules and regulations of the FCC.
12. Representations and Warranties: Each Party represents and warrants that it is fully
authorized to enter into this Agreement. TWTC represents and warrants that the Services will
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The City of Fort Worth-tw telecom Master Services Agreement
be performed by qualified and trained personnel in accordance with industry standards. TWTC
does not guarantee, represent or warrant that the Service(s) will be without interruption. TWTC
MAKES NO OTHER WARRANTIES, REPRESENTATIONS OR AGREEMENTS, EXPRESS OR
IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE,
AND DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR OR ORDINARY PURPOSE.
13. Indemnification: SUBJECT TO SECTION 14 HEREIN, CUSTOMER SHALL BE
LIABLE AND RESPONSIBLE FOR ANY AND ALL LOSSES OR DAMAGES CAUSED BY THE
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF CUSTOMER ITS OFFICERS, AGENTS,
EMPLOYEES OR REPRESENTATIVES. SUBJECT TO SECTION 14 HEREIN, TWTC SHALL
DEFEND, INDEMNIFY AND HOLD CUSTOMER AND ITS EMPLOYEES, OFFICERS,
AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ALL LOSSES OR
DAMAGES ARISING FROM OR RELATED TO BODILY INJURY OR PHYSICAL DAMAGE TO
TANGIBLE PROPERTY CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT
OF TWTC IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT.
TWTC will defend, indemnify and hold Customer harmless from and against all third-
party claims, actions, damages, liabilities, costs, fees and expenses, including without limitation
reasonable attorneys' fees, arising from TWTC's violation of any third-party intellectual property
right due to the configuration of TWTC's Network. TWTC shall have the sole right to conduct
the defense of any such claim or action and all negotiations for its settlement or compromise
and to settle or compromise any such claim, and Customer agrees to cooperate with it in doing
so. Customer agrees to give TWTC timely written notice of any such claim or action, with copies
of all papers Customer may receive relating thereto. If the intellectual property or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, TWTC shall, at its own
expense and as Customer's sole remedy, either: (a) procure for Customer the right to continue
to use the intellectual property; or (b) modify the intellectual property to make it non-infringing,
provided that such modification does not materially adversely affect Customer's authorized use
of the intellectual property; or (c) replace the intellectual property with equally suitable,
compatible, and functionally equivalent non-infringing intellectual property at no additional
charge to Customer; or (d) if none of the foregoing alternatives is reasonably available to
TWTC, terminate the infringing Services and refund to Customer any pre-payments actually
made to TWTC under this Agreement for the infringing Services.
14. Limitation of Liability: Except for the Parties' respective obligations set forth in
Sections 10 and 16 herein, neither Party is liable to the other for indirect, consequential, special,
incidental, or punitive damages of any kind or nature whatsoever (including without limitation
lost profits, lost revenues, lost savings, lost opportunity or harm to business), whether or not
foreseeable, whether or not the Party had or should have had any knowledge, actual or
constructive, that such damages might be incurred, and regardless of the form of action, nature
of the claim asserted or the frustration of either Party's purpose. Indirect damages include, but
are not limited to, damages of the kinds specified in the preceding sentence that are incurred by
a third party and are asserted against a Party (including attorneys' fees and expenses). Except
for damages for bodily injury or damages to property caused by TWTC's negligence or willful
misconduct, TWTC's liability to Customer for direct damages may not exceed one month's
calculation of the applicable MRCs regardless of the form of action, nature of the claim asserted
or the frustration of either Party's purpose. TWTC has no liability for the content of information
that Customer passes through TWTC's Network, Customer's transmission errors, or any failure
to establish connections outside of the TWTC Network.
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15. Force Majeure: Neither Party is liable for a failure of performance if such failure is due
to a cause or causes beyond such Party's reasonable control, including without limitation, acts
of God, fire, explosion, vandalism, acts of terrorism, cable cuts caused by a third-party,
inclement weather conditions labor strikes and governmental action ("Force Majeure"). If such
failure continues for sixty days, the other Party may terminate the Affected Services without
penalty. Customer's invocation of this clause does not relieve Customer of its obligation to pay
for Services actually received.
16. Confidentiality: Each Party may disclose confidential information to the other Party in
connection with this Agreement. Confidential information includes information that is marked
confidential or bears a marking of like import, or that the Party disclosing such information states
is to be considered confidential and then confirms such confidentiality in writing within ten (10)
days ("Confidential Information"). Confidential Information may only be used by the receiving
Party in connection with its performance under this Agreement. Confidential Information may
not be disclosed except to those officers, directors or employees of the receiving Party or its
affiliates with a need to know or to consultants or subcontractors of the receiving party who
agree to be bound by this section.
If the receiving Party is legally compelled by any means (including deposition,
interrogatory, request for documents, subpoena, civil investigative demand, etc.), or is required
under federal securities laws, public information laws, or other applicable regulations to disclose
Confidential Information, the receiving Party must make reasonable efforts to provide the
disclosing Party with prompt notice of such legal requirement prior to disclosure so that the
disclosing Party may seek a protective order or other appropriate remedy. If such protective
order or other remedy is not obtained, receiving Party will (i) furnish only that portion of the
Confidential Information that it is legally required to furnish and, (ii) at the request of the
disclosing Party, use reasonable efforts to ensure that the Party compelling disclosure of the
Confidential Information will preserve its confidentiality. Such reasonable efforts will be at the
expense of disclosing Party.
Confidential Information does not include information that: (i) is or becomes generally
available to the public through no wrongful act of the receiving Party; or (ii) is independently
developed by the receiving Party. Upon termination or expiration of this Agreement, the
receiving Party will either return the Confidential Information to the disclosing Party or destroy it.
The obligations of this provision will survive for five years after any termination or expiration of
this Agreement.
17. Assignment: Customer may not assign or transfer this Agreement or any rights or
obligations hereunder without the prior written consent of TWTC, which consent may not be
unreasonably withheld or delayed. Notwithstanding the foregoing, Customer may assign this
Agreement on written notice to TWTC no less than sixty days prior to assignment, but without
TWTC's consent, if to a subsidiary, affiliate, outsourced vendor, or successor in interest of the
Customer's business ("Assignee") if: (1) the Assignee has a Dun & Bradstreet rating of three or
better at the time of the proposed assignment: (2) Assignee agrees in a signed writing provided
to TWTC to be bound by the terms of this Agreement; and (3) either (i) Customer has fully paid
for all Services through the date of the assignment; or (ii) Assignee agrees in a writing that is
provided to TWTC prior to the assignment to be bound by all past obligations of Customer and
cures all of Customer's payment defaults prior to the assignment. If Customer purchases or
merges with another entity that has an existing services agreement with TWTC, the other
entity's services will continue to be governed by its existing agreement unless otherwise agreed
to in writing by Customer and TWTC.
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TWTC may not assign or transfer this Agreement or any rights or obligations hereunder
without the prior written consent of Customer, which consent may not be unreasonably withheld
or delayed. However, TWTC may assign this Agreement to a purchaser of either a controlling
interest in its common stock or all or substantially all of its assets, to its parent company, or to a
successor company resulting from an internal restructuring and upon assumption of TWTC's
obligations hereunder by such acquiring or successor party upon sixty (60) days prior written
notice Customer, or as much notice as is reasonably possible under the circumstances. Upon
such assignment, TWTC will have no further liability for any obligations arising after the date of
such assignment. TWTC also may designate its Local Entities that own and/or operate
telecommunications facilities in various geographical areas to provide Services under this
Agreement. Such Local Entities will perform the Services in accordance with, and subject to,
the terms and conditions of this Agreement. If any of the Local Entities fail to perform the
Services as required hereunder, TWTC will remain responsible to Customer for such obligations
in accordance with the terms of this Agreement. TWTC will continue to invoice Customer for
Services rendered, shall manage Service Order acceptance and Service delivery processes
hereunder and may exercise and enforce other rights on behalf of such Local Entities.
18. Notices: Any notice required under this Agreement must be in writing and be delivered
to the receiving Party (i) in person, (ii) by certified mail with return receipt requested, or (iii) by
overnight courier to the addresses below. A notice is deemed given (i) when delivered, if
personally delivered, (ii) at the time indicated on the return receipt, if delivered by certified mail,
or (iii) at the time the Party or its representative executes the delivery receipt, if delivered via
courier.
If to TWTC:
Company tw telecom holdings inc.
Address 10475 Park Meadows Drive
City, State, Zip Code Littleton, Colorado 80124
Attention Att'n: De ut General Counsel
If Customer is disconnecting Service(s) for any reason, it also must deliver notice to
TWTC by facsimile to 303-803-9638, by email to "CustomerCare@ twtelecom.com" or by
mail to 5700 S. Quebec St., Greenwood Village, CO 80111, Attn: Order Entry
If to Customer:
Company The Citv of Fort Worth
Address 1000 Throckmorton Street
..City, State, Zip Code Fort Worth, TX 76102
Attention
With Copy to:
City Attorney, at the same address as above
19. Entire Agreement— Rules of Construction: This Agreement and schedules attached
hereto, together with the Service Orders, set forth the entire agreement of the Parties and
supersedes any prior agreements, promises, representations, understandings and negotiations
between the Parties with respect to the subject matter hereof. In the event of a conflict, a fully
executed Service Order shall prevail over this Agreement. In the event of a conflict between
this Agreement and any schedules hereto with respect to services ordered, the schedules will
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The City of Fort Worth-tw telecom Master Services Agreement
prevail. In the event of a conflict regarding the terms and conditions, this Agreement shall
prevail. Any modifications, amendments, or waivers to this Agreement, the schedules or Service
Orders must be in writing and executed by authorized representatives of both Parties. The
parties agree that each party and its counsel have had the opportunity to review this Agreement
and all attachments so the normal rules of construing ambiguities against the drafter shall not
apply.
20. Governing Law/ Venue The interpretation of the rights and duties of the Parties and
any claim, controversy or dispute arising under or related to this Agreement shall be governed
by and subject to the laws of the State of Texas, excluding its principles of conflicts of law.
Venue for any action arising under this Agreement shall be in Tarrant County, Texas.
21. Headings: The headings herein are for convenience only and are not intended to have
any substantive significance in interpreting this Agreement.
22. Relationship of Parties: The Parties are independent contractors, and nothing in this
Agreement creates or implies an agency relationship or a joint venture or partnership between
the Parties, nor prevents either Party from entering into similar arrangements with other entities.
23. No Waiver: Either Party's failure to enforce any provision of this Agreement shall not be
construed as a future or continuing waiver of such provision or any other provision of this
Agreement.
24. Public Releases, Use of Name: Neither Party may issue a news release, public
announcement, advertisement or other form of publicity concerning the existence of the
Agreement or the Services provided under this Agreement without the prior written consent of
the other Party. Neither Party may use the other's name, logo or service mark in marketing
services without the prior written consent of the other Party. TWTC may not use Customer's
name and logo in materials it presents to analysts and investors without prior written consent.
25. Severability: If any provision of this Agreement is declared or held invalid, illegal or
unenforceable, this Agreement will be revised only to the extent necessary to make such
provision(s) legal and enforceable, or if impossible, the unaffected portions of this Agreement
shall remain in full force and effect so long as the Agreement remains consistent with the
Parties' original intent.
26. Survival: The terms and conditions of this Agreement will survive the expiration or
other termination of this Agreement to the fullest extent necessary for their enforcement and for
the realization of the benefit thereof by the Party in whose favor they operate.
27. Insurance: TWTC shall carry insurance in the types and amounts for the duration of
this engagement, including any renewal terms, and furnish certificates of insurance as evidence
thereof. Coverage and Limits: Commercial General Liability - $1,000,000 each occurrence;
$1,000,000 aggregate. Automobile Coverage: $1,000,000 each occurrence on a combined
single limit basis. Automobile coverage shall be on any vehicle used by TWTC, its employees,
agents, representatives in the course of the providing services under this engagement. "Any
vehicle" shall be any vehicle owned, hired and non-owned. Worker's Compensation: statutory
limits. Technology Liability (Errors and Omissions): $1,000,000 each claim limit; $1,000,000
aggregate limit. Technology coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O.
Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,
and maintained for the duration of the engagement and for two (2) years following completion of
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The City of Fort Worth-tw telecom Master Services Agreement
services provided, if commercially available. An annual certificate of insurance shall be
submitted to the City to evidence coverage.
Certificates. Certificates of Insurance evidencing that TWTC has obtained all required
insurance shall be delivered to the Customer prior to TWTC proceeding with any work pursuant
to this engagement. The commercial general liability and automobile liability policies shall be
endorsed to include the City as an additional insured thereon, as its interests may appear. The
term City shall include its employees, officers, officials, agents and volunteers in respect to the
contracted services. Any failures on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement. The insurers will
endeavor to provide a minimum of thirty (30)days notice of cancellation of coverage to the City.
Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall
be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
IN WITNESS WHEREOF, the Parties have caused this Agreement to"be executed by
their duly authorized representatives.
Customer: The City of Fort Worth tw,telecom holdings Inc.
By:
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The City of Fort Worth-tw telecom Master Services Agreement
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SCHEDULE 1
DEFINITIONS
"Actual Costs" means the reasonable time and materials actually incurred and documented by
TWTC in engineering and installing a Service cancelled or modified by Customer, and includes
any third-party charges assessed against TWTC as a result of such cancellation or modification.
"Affected Service(s)" mean physical or virtual circuits that are operationally integrated
because they are operated on, or are dependent upon, the same equipment or circuitry.
"Assignee" means as defined in Section 17 of this Agreement.
"Chronic Trouble Service" means a physical or virtual circuit that has experienced two or more
Service Outages within a thirty-day period and the cause of each such trouble is determined to
be in TWTC's Network.
"Customer Network and Reliability Center" or "CNRC" means TWTC's network operating
center which Customer must contact to report any problems with the Services. The CNRC can
be reached at 800-829-0420.
"Confidential Information" means as defined in Section 16 of this Agreement.
"Effective Date" means as defined in the preamble to this Agreement.
"End User" means employees, agents, customers or subscribers of Customer who directly or
indirectly use the Services being sold by TWTC hereunder.
"FCC" means the Federal Communications Commission.
"FOC" means the firm order confirmation that TWTC provides to Customer establishing the
date that TWTC will install the Services for Customer.
"Force Majeure" means as defined in Section 15 of this Agreement.
"Indemnitor" or "Indemnitee" means as defined in Section 13 of this Agreement.
"Local Entity" or "Local Entities" means the partnership, corporation, or other legal entity in
which TWTC has a controlling interest and such legal entity is certified to provide Services in the
particular geographic area.
"MRC" means the monthly recurring charge associated with a Service.
"NRC" means the non-recurring charge associated with a Service.
"Off-Net Service" means a Service that is not provisioned entirely on TWTC's Network in that
either the origination or termination point of the Service (or both) is/are on telecommunication
facilities that are operated by another telecommunication provider(s). Off-Net Services are
priced on an individual case basis ("ICB").
"On-Net Services" means Services that are provisioned entirely on TWTC's Network
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The City of Fort Worth-tw telecom Master Services Agreement
"Point of Demarcation" means the interface designated by Customer (Customer provided DSX
jack or other mutually acceptable equipment) between TWTC's and Customer's equipment or
facilities. For interconnection of DS-1 & DS-3 signals at an interexchange carrier location, the
point of demarcation will be at an industry standard digital cross-connect panel (DSX-1 & DSX-
3) administered by TWTC. For interconnection of OC-n signals at an interexchange carrier
location, the point of demarcation will be at an industry standard fiber distribution panel
administered by TWTC.
"Payment Date" means as defined in Section 7(a) of this Agreement.
"Scheduled Maintenance" means routine maintenance or upgrades performed by TWTC on
TWTC's Network and/or TWTC Equipment as set forth in Section 5(a) of this Agreement.
"Service(s)" means telecommunications services provided by TWTC in the form of physical or
virtual circuit(s) connecting individual locations to one another or to a network pursuant to the
Agreement and the attached schedules.
"Service Date" means the date Service has been successfully installed, tested and is made
available for Customer by TWTC.
"Service Order" means an order from Customer identifying the Service being requested,
quantity of circuits, A & Z locations, protocols, Service Term, requested start of service date and
any other information reasonably necessary to describe the requested Service.
"Service Outage" means either; (a) a complete loss of transmit or receive capability for a
Service and such inoperability is caused by TWTC's Equipment or Network, or (b) a material
non-compliance with a specific performance metric in a service level agreement and such non-
compliance is caused by TWTC's Equipment or Network.
"Service Term" means the committed service duration for a particular Service as set forth in
the applicable Service Order, including any renewal periods.
"Tax" or "Taxes" mean any federal, state or local excise, gross receipts, value added, sales,
use or other similar tax, fee, tax-like fee or surcharge of whatever nature and however
designated imposed, or sought to be imposed, on or with respect to purchases by Customer
from TWTC for consideration under this Agreement or for TWTC's use of public streets or rights
of way, which TWTC is required or permitted by law or a tariff to collect from Customer;
provided, however, that the term "Tax" will not include any tax on TWTC's corporate existence,
status, income, corporate property or payroll taxes.
"Term" means the duration of this Master Services Agreement as specified in Section 2,
including any renewal periods.
"TWTC Equipment" means the telecommunications equipment, cable and facilities installed,
operated and controlled by TWTC for provision of the Services to Customer.
"TWTC's Network" or "Network" means those telecommunication facilities operated by
TWTC or its Local Entities, and excludes any telecommunication facilities that are operated by
other telecommunication providers.
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The City of Fort Worth-tw telecom Master Services Agreement
SCHEDULE2
DEDICATED TRANSPORT SERVICES AND PRIVATE NETWORK TRANSPORT SERVICES
(Product Descriptions and Service Level Agreement)
1. PRODUCT DESCRIPTIONS
A. DEDICATED TRANSPORT SERVICES
DS1 SERVICE
DS1 Service is a dedicated, high capacity, full duplex channel with a line speed of 1.544 Mbps
isochronous serial data having a line signal format of either Alternate Mark Inversion or Binary 8
Zero Substitution and either Superframe (D4) or Extended Superframe formats. DS1 Service
has the equivalent capacity of 24 Voice Grade Services or 24 DSO Services. AMI can support
24 each 56 Kbps channels and BBZS can support 24 each 64Kbps channels.
DS3 SERVICE
DS3 Service is a dedicated, high capacity, full duplex channel with a line speed of 44.736 Mbps
isochronous serial data having a line code of bipolar with three zero substitution (B3ZS). DS3
Service has the equivalent capacity of 28 DS1 Services at 1.544 Mbps or 672 Voice Grade
Services or 672 DSO Services at 56/64 Kbps.
Data/Voice
Clear Channel
Channelized
OC-3 SERVICE
OC-3 Service is a high capacity channel for the full duplex, synchronous, optical transmission of
digital data based on the Synchronous Optical Network (SONET) standard at a rate of 155.52
Mbps. OC-3 Service may be configured with one OC-3c (concatenated), or with combinations of
asynchronous DS3 or DS1 (VT1.5) payload mapping.
OC-3C
OC-3C service is a concatenated, high capacity, clear channel for synchronous, optical
transmission of digital data based on the SONET standard rate of 155.52 Mbps.
OC-12 SERVICE
OC-12 Service is a high capacity channel for the full duplex, synchronous, optical transmission
of digital data based on the Synchronous Optical Network (SONET) standard at a rate of 622.08
Mbps. OC-12 Service may be configured with up to 4 OC-3's, or up to 12 asynchronous DS3
payload mapping. DS1 payload mapping can be accommodated via a subtended OC-3 add-
drop multiplexer.
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The City of Fort Worth-tw telecom Master services Agreement
OC-12C SERVICE
OC-12C service is a concatenated, high capacity, clear channel, for synchronous, optical
transmission of digital data based on the SONET standard rate of 622.08 Mbps.
OC-48 SERVICE
OC-48 Service is a high capacity channel for the full duplex, synchronous, optical transmission
of digital data based on the Synchronous Optical Network (SONET) standard at a rate of 2.488
Gbps. OC-48 Service may be configured with up toA OC-12's, up to 16 OC-3's, or up to 48
asynchronous DS3 payload mapping. DS1 payload mapping can be accommodated via a
subtended OC-3 add-drop multiplexer.
LAMBDA SERVICE
Optical Wavelength Services include 2.5Gbps and 10Gbps "Lambdas", are clear channel, bi-
directional, synchronous, point-to-point optical Services capable of transporting 2.488 Gbps
(OC48c), or 9.952 Gbps (OC192c) line rates. Each circuit constitutes an entire wavelength
channel of a multi-channel DWDM system. Standard wavelengths are offered as a 2-fiber drop
to the Customer with Service Provider providing an "unprotected" pathway on the Network.
Optional 4-fiber interfaces can be provided with the ability to allow the Customer's equipment to
protect the pathway.
B. PRIVATE NETWORK TRANSPORT SERVICE
A "Private Network Transport Service" or "PNT" is a dedicated On-Net Service with private ring
SONET architecture and self-healing capabilities which provides dedicated high capacity
services between multiple metropolitan locations for Customer's exclusive use. Customer will
incur applicable charges for all nodes and individual service channels associated with the ring
configuration. Private Network Transport Service locations may be any combination of
Customer-designated (end-user) locations and carrier POPS. This Service is comprised of
Nodes (OC-12, OC-48, OC-192) and has dedicated total ring bandwidth to Customer and is
designed to deliver DS1, DS3, OC-3, OC-3c, OC-12, OC-12c, OC-48 and OC-48c Services to
the Customer.
C. CUSTOM SERVICES
Dedicated Transport Services or non-standard configurations not described above will be
evaluated on an individual case basis.
II. SERVICE LEVEL AGREEMENT
The following service level agreement applies to Fully Protected Private Network Transport
Services and On-Net Transport Services:
Credits for Service Outaaes
If there is a Service Outage, credits will be issued to Customer as set forth below. Credits are
calculated as a percentage of the MRC for the Service that experienced the outage.
Fully Protected Private Network Transport Services
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The City of Fort Worth-tw telecom Master Services Agreement
For Private Network Transport Services that are provisioned with diverse paths and dual
building entrances at each terminating location, such Services will be available to Customer at
least 99.999% of each calendar month. If there is a Service Outage, upon Customer's request
TWTC will issue credits as follows:
(a) for Service Outages exceeding one minute during a calendar month, Customer
will receive a credit of 50% of the MRC for such Service.
(b) if there is a second Service Outage exceeding one minute on the same Service
during the same calendar month, Customer will receive an additional credit of 50% of the MRC
for such Service.
On-Net Dedicated Transport Services and Non-Fully Protected Private Network Transport
Services (not having fully diverse paths and dual buildina_ entrances at each terminating
location
For dedicated but non-private DSn and OCn On-Net Transport Services and for Private Network
Transport Services not having fully diverse paths and dual building entrances at each
terminating location, such Services will be available to Customer at least 99.99% of each
calendar month. If there is a Service Outage, upon Customer's request TWTC will issue credits
as follows:
Under 5 minutes 99.99% availability) No Credit
5 minutes up to 4 hours 5% of the MRC
4 hours up to 8 hours 10% of the MRC
8 hours up to 12 hours 15% of the MRC
12 hours up to 16 hours 20% of the MRC
16 hours up to 24 hours 35% of the MRC
24 hours up to 48 hours 50% of the MRC
48 hours or greater 100% of the MRC
For Off-Net Service Outages, TWTC will pass through to Customer any credits or monetary
compensation that it receives from the underlying carrier for such Service Outage.
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The City of Fort Worth-tw telecom Master Services Agreement
SCHEDULE 3
SWITCHED SERVICES
SERVICE DESCRIPTIONS
The Switched Services identified below are described in TWTC's applicable tariff and may be
modified from time to time. The Switched Services are provided subject to the terms and
conditions set forth in TWTC's applicable tariff or price list on file with the appropriate public
utilities commission or similar regulatory body (or, in Oregon, North Carolina and Indiana,
subject to the terms and conditions of the Agreement) and/or posted to the Website
(www.twtelecom.com). Switched Services include:
Voice T1
Business Lines
IP Trunks
For the Switched Services identified above (except for IP Trunks), flat, measured, and message
rated local usage is only available in certain TWTC markets. IP Trunks are a flat rated Service.
TWTC will require a Letter of Authorization ("LOA")/Carrier Facility Assignment ("CFA") when
Customer intends to connect to facilities that it does not own and acknowledges that it is
responsible for maintaining a current LOA/CFA. If Customer fails to maintain any necessary
LOA/CFA for a Switched Service ordered hereunder, TWTC may terminate such Switched
Service following prior written notice to Customer, and Customer must pay termination liability
as set forth in the Agreement.
Customer represents and warrants that the Switched Services purchased hereunder are for
retail purposes only. TWTC does not support Customer's resale of Switched Services to any
End User including, but not limited to, providing individual End User support for E911
addressing, local number portability, calling name delivery, End User billing, and directory
listings. The Switched Services purchased hereunder will be subject to taxes, fees, and
assessments based on Customer's use of them as a retail End User.
Customer represents and warrants that its transmissions of voice and data traffic will originate
from either (i) the Customer's service address or (ii) the local calling area from which Customer
is purchasing a Foreign Exchange (FX) product; and all traffic not destined for the Customer's
pre-selected IXC or dedicated special access facility shall terminate in the same local calling
area as Customer's service address or at a modem data service located in the same local
calling area. A breach of this representation and warranty is a material breach of the
Agreement, and TWTC may terminate the Affected Service following ten days written notice.
Customer agrees to notify TWTC immediately if it violates this provision.
Customer represents and warrants that it will not use the Switched Services to provide any
voice content related services such as chat lines. A breach of this representation and warranty
is a material breach of this Agreement, and TWTC may immediately terminate Affected Services
and charge applicable termination liability. Customer agrees to notify TWTC immediately if it
violates this representation and warranty.
Customer acknowledges and understands that in the event 911 is dialed all voice services are
configured to provide only the Customer's Billing Telephone Number ("BTN") and the physical
service address for the BTN to emergency response organizations (911/E911 or Public Safety
Answering Point ("PSAP") Calls to 911 that originate on Intercity Switched Service ("ISS") and
Local Reach Service will be completely blocked. Calls to 911 that originate on Expanded
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The City of Fort Worth-tw telecom Master Services Agreement
Exchange Service ("EES"), or from locations other than the Customer's physical service
address associated with the BTN, will not be directed to a PSAP capable of responding to the
emergency condition. Additionally, TWTC cannot identify, control or track the location of
individual end-user stations, or the method of connecting end-user stations configured by
Customer. Neither TWTC nor its affiliates are responsible for providing end user location
information to the E911 system. If Customer uses any form of Private Switch/Automatic
Location Identification ("PS/ALI") capability to identify individual stations from which E911 calls
originate, Customer must first arrange in writing with TWTC to obtain a special E911 feature or
else emergency authorities will not be able to identify individual station locations.
Federal Subscriber Line Charges ("FSLC")
Federal Subscriber Line Charges ("FSLC") will be assessed for VersiPak, ISDN PRIs, Digital
and Analog Trunks, Complete Lines and Business Line services not a part of an integrated
package. FSLC is not assessed for Voice T1, IP Trunks, Channel 12, Complete Dynamic or
VersiPak bundles. Updated FSLC rates are posted to the TWTC web site at
www.twtelecom.com and are subject to change.
Service Level Agreement
Switched Services will be available to Customer 99.99% of the time in a calendar month
("Network Availability") and is defined as the time the TWTC's Network is available for
processing a telephone call. Upon Customer's request, TWTC will credit Customer's invoice for
Service Outages lasting five minutes or longer. Service Outage credits will be calculated as a
percentage of the MRC for the Affected Service as follows:
Per Service Outage Percentage Credit
Less than 5 minutes (99.99% availability) No credit
5 minutes up to 4 hours 5%
4 hours up to 8 hours 10%
8 hours up to 12 hours 15%
12 hours up to 16 hours 20%
16 hours up to 24 hours 35%
24 hours or greater 50%
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The City of Fort Worth-tw telecom Master Services Agreement
SCHEDULE 4
INTERNET SERVICES
I. Product Description
Internet Services
TWTC offers a comprehensive suite of high-quality, high-speed Internet options --
traditional connections (TDM) from T1 to OC48 and Ethernet connections from 10Mbps
ports to 10Gbps ports. Internet Services are high capacity, full duplex, Internet Protocol
("IP") Services connecting the Customer's network to TWTC's Internet backbone.
Internet Services are comprised of two service elements -- Internet Access (bandwidth)
and Internet Transport (port, i.e. T1, DS3, OCn).
Traditional Internet Service
T1 - 1.5 Mbps
NxT1 - multiple bonded T1 s—3 Mbps to 12.5 Mbps, in 1.5 Mbps increments
DS3 - 2 Mbps to 10 Mbps in 2 Mbps increments, 10 Mbps to 45 Mbps in 5 Mbps
increments
OC3 - 35 Mbps to 95 Mbps in 10 Mbps increments, 100 Mbps to 150 Mbps in 25 Mbps
increments, plus 155 Mbps
OC12 - 125 Mbps to 250 Mbps in 25 Mbps increments, 250 Mbps to 600 Mbps in 50
Mbps increments, plus 622 Mbps
OC48— 1 Gbps, 1.5 Gbps, 2 Gbps, 2.488 Gbps
Ethernet Internet Service
Ethernet 10 Mbps - 2 Mbps to 10 Mbps in 2 Mbps increments
Ethernet 100 Mbps - 2 Mbps to 10 Mbps in 2 Mbps increments, 10 Mbps to 100 Mbps in
5 Mbps increments
Ethernet 1 Gbps - 50 Mbps to 100 Mbps in 10 Mbps increments, 100 Mbps to
250 Mbps in 25 Mbps increments, 250 Mbps to 1 Gbps in 50 Mbps increments
Ethernet 10Gbps— 1 Gbps to 10 Gbps in 500Mbps increments
Note: Not all services available in all markets. Burstable service is available in most markets.
Available Features:
- Primary DNS (for up to 10 domains)
- Secondary DNS available at no charge (up to 50 domains)
- IP address space with proper justification
- 24x7 trouble shooting (excludes Customer 's equipment)
- NNRP and NNTP news services
- Online bandwidth utilization reports
- Backup e-mail hosting
- BGP peering
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The City of Fort Worth-tw telecom Master Services Agreement
Available Services at an additional charge:
- Managed Router Service
- Managed Firewall
- DDoS
- Shared Web/E-mail Hosting
11. Service Level Agreement
Network Availability
TWTC's Internet Services will be available to Customer at least 99.99% of the time in a calendar
month ("Network Availability") or Customer will receive service outage credits per the table
below. A service outage causing Network non-availability is defined as the inability to transmit
and receive data due to a failure in TWTC's equipment or network ("Service Outage"). Credits
are based upon a percentage of the monthly recurring charge ("MRC") for the non-performing
Internet Service as follows:
OutagePer Service
Up to 5 minutes (99.99% availability) No Credit
5 minutes up to 4 hours 5% of the MRC
4 hours up to 8 hours 10% of the MRC
8 hours up to 12 hours 15% of the MRC
12 hours up to 16 hours 20% of the MRC
16 hours up to 24 hours 35% of the MRC
24 hours or greater 50% of the MRC
Network Latency
TWTC's Internet Services will have an average round-trip transmission of 45 milliseconds ("ms")
or less between TWTC Internet points of presence ("POPS") in the forty-eight contiguous United
States and an average round-trip transmission of 75 milliseconds or less between TWTC
Internet POPS in the forty-eight contiguous states plus Hawaii ("Latency"). If TWTC fails to meet
the applicable Latency standard, credits will be calculated per the table below. Credits are
based upon a percentage of the MRC for the non-performing Internet Service as follows:
Credits48 Contiguous U.S. 48 Contiguous U.S. + Hawaii
0.00 to 45.00 ms 0.00 to 75.00 ms No Credit
45.01 to 55.00 ms 75.01 to 85.00 ms 5% of the MRC
55.01 to 60.00 ms 85.01 to 90.00 ms 10% of the MRC
60.01 to 65.00 ms 90.01 to 95.00 ms 15% of the MRC
65.01 to 70.00 ms 95.01 to 100.00 ms 20% of the MRC
70.01 to 75.00 ms 100.01 to 105.00 ms 35% of the MRC
75.01 ms or greater 105.01 ms or greater 50% of the MRC
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The City of Fort Worth-tw telecom Master Services Agreement
Packet Delivery
TWTC's Internet Services will have packet delivery of 99.9% or greater. Packet Delivery is
determined by averaging sample measurements taken during the most recent full calendar
month between TWTC Internet POPS. If TWTC fails to meet the applicable Packet Delivery
objective, credits will be calculated per the table below. Credits are based upon a percentage of
the MRC for the non-performing Internet Service as follows:
Packet Delivery Credits
99.9% or greater No Credit
99.5% to 99.8% 5% of the MRC
99% to 99.4% 10% of the MRC
98% to 98.9% 15% of the MRC
97% to 97.9% 20% of the MRC
96% to 96.9% 35% of the MRC
Less than 96% 50% of the MRC
General Terms Applicable to Service Level Afareement
Customer shall report problems with its Services by contacting TWTC's Customer & Network
Reliability Center ("CNRC") at 1-800-829-0420. TWTC will open a trouble ticket and provide a
trouble ticket number for tracking purposes. For the purpose of determining the applicable
credit, a Service Outage begins when the Customer reports the Service Outage to TWTC's
CNRC and ends when the Service is restored. Credits are provided to Customer only upon
request by Customer. The resources, equipment and methodology used to measure service
level metrics are determined by TWTC in its sole discretion.
Service Outages and failures to meet the performance objectives herein do not include outages
and failures caused by the equipment, acts or omissions of Customer or its End Users, Force
Majeure events, fiber cuts caused by third-parties, failure of elements of the Internet outside of
TWTC's control or outages occurring during scheduled or emergency maintenance. Standard
maintenance windows are based on the time zone of a city's location and are available at:
http://info.twtelecom.net/info.php?id=1. The duration of a Service Outage does not include any
time during which TWTC is denied access to the premises necessary to restore the Service.
Performance Metrics Available at TWTC's Website
Monthly Network Latency and Packet Delivery averages may be viewed at:
www.twtelecom.com/performance/io network overview performance.html
Additional Terms and Conditions
Usage. Customer will not originate the transmission of or store material in violation of any
Federal or state laws or regulations, including, but not limited to, obscenity, indecency,
defamation or infringement of trademark or copyright.
Customer must comply with TWTC's IP policy at http://info.twtelecom.net/info.php?id=26 and
Acceptable Use Policy at hfp://info.twtelecom.net/info.php?id=2, either of which may be
reasonably modified from time to time.
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The City of Fort Worth-tw telecom Master Services Agreement
SCHEDULE5
ENTERPRISE SWITCHED NATIVE LAN SERVICE AND ELITE NATIVE LAN SERVICE
(Product Description and Service Level Agreement)
Service Description
"Ethernet Service" means offering using the technology of Ethernet to transport customer data
across the TWTC Ethernet Network. These Services will be offered through the following
Ethernet port types: (1) 10/100 Mbps Ethernet where (a) the 10 Mbps Ethernet Service provides
a physical IEEE-compliant (IEEE 802.3) 1013ase-T (twisted pair), RJ-45 interface to the
Customer (transmission speed is available at a maximum of 10 Mbps), which is equal to the line
rate of the 1013ase-T interface; and (b) the 100 Mbps Ethernet (Fast Ethernet) service provides
a physical IEEE-compliant 100Base-TX (twisted pair), RJ-45 interface to the Customer.
Transmission speed is available at a maximum of 100 Mbps, which is equal to the line rate of
the 100Base-TX interface; and (2) 1000 Mbps Ethernet — Gigabit Ethernet where the 1000
Mbps Ethernet (Gigabit Ethernet) Service provides an IEEE-compliant physical interface of
either 1000Base-SX (multimode fiber), or 1000Base-LX (single mode fiber) interface to the
Customer.
Enterprise Switched Native LAN (SNLAN) Service
The Enterprise Switched Native LAN ("SNLAN") service will provide a switched Ethernet
network that utilizes new Layer 2 Ethernet switch equipment. The general architecture consists
of a centralized Ethernet switch deployed in the TWTC Central Office ("CO") with smaller
Ethernet switches deployed on the Customer premises from which End User Ethernet ports are
sold to the Customer. The Customer location switches and the CO Ethernet switch are
interconnected in a ring topology, using fiber Gigabit Ethernet links.
The Ethernet switches will serve to aggregate incremental bandwidth SNLAN customers onto
the high-speed, Gigabit Ethernet transport back to the various customer destination locations.
The SNLAN Central Office Switch will be the larger switch deployed in the TWTC CO and will
provide the backbone to the SNLAN Metro Ethernet services. The TWTC SNLAN application is
deployed as a Layer 2 data service.
Individual Tag Service Option:
With Individual Tag Service, the Customer pays per tag for each of the tags that it wishes to
transport across the network. Specific ULAN tag numbers are available to Customers on a first-
come, first-served basis.
Unlimited Tag Service Option:
The Unlimited Tag Service ("UTS") Option allows a Customer to transport as many VLAN tags
and any ULAN tag numbers desired across TWTC's Network. For this Service, TWTC enables a
capability in TWTC's Network that makes Customer tags transparent to TWTC's Network.
Consequently, the Customer does not need to contact TWTC to determine tag availability, order
the tags, or to have them provisioned. The UTS NLAN features are as follows:
• Only available where the enabling application is available in TWTC's Network to make all
Customer tags transparent to the TWTC SNLAN network.
• Customer may pass an Unlimited number of tags across TWTC's Network.
• Customer is not required to request the availability of specific tags numbers from TWTC
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The City of Fort Worth-tw telecom Master Services Agreement
• Customer is not required to order these tags.
•. Customer pays a premium on its port charges (UTS NLAN port) for this Service.
• There is no charge to the Customer for this Service.
Features
■ Any-to-any connectivity.
■ Shared infrastructure in which multiple Customers traverse the same links.
• TWTC securely differentiates Customer traffic on the shared infrastructure through
unique logical connections for each Customer.
■ Metro Area Solution.
■ Various bandwidth increments of Enterprise SNLAN Service are offered over
10M, 100M, 1000M End User Ethernet ports.
• Port-based Pricing.
■ Full port line rate to the Customer.
■ Full-duplex service.
■ Gigabit Ethernet ring topology (No SONET Layer).
■ Rapid spanning tree network restoration protocol (Sub-second convergence time).
■ Virtual separation between Customer traffic streams (802.1 q VLAN tagging).
■ Enterprise SNLAN will carry both Customer tagged and untagged traffic.
■ Customer tagged and untagged traffic transported to all Customer End User Ethernet
ports.
■ Customer pays per tag charge for ITS and no charge for UTS.
■ Oversubscribed network bandwidth (Max 4:1 Over-subscription).
■ Best-effort (no QoS/CoS) data service.
Elite Native LAN (Point-to-Point Configuration)
The Elite NLAN product (point-to-point configuration) offers a competitive Metro area Ethernet
network solution to T VrC On-Net Customers. The Service provides the customer with a
dedicated point-to-point SONET-protected transport solution between its locations via TWTC's
Next Generation SONET equipment. The offered Ethernet Services consist of 10 Mbps, 100
Mbps, 622 Mbps (GigE port but with a limited bandwidth of 622M), and 1000 Mbps (GigE)
bandwidth increments. These Services are offered directly to the Customer utilizing TWTC's
existing fiber infrastructure to provide Ethernet LAN-to-LAN connectivity over the metro area.
Features:
■ Elite Native Ethernet LAN Service offered from port sizes of (10Mbps, 100Mbps,
1000bps)
■ Dedicated Point-to-Point connectivity and bandwidth between two Customer locations
■ Customer has access to full bandwidth of the port (no bandwidth increments)
■ Full-duplex services
■ SONET-Protected service (hybrid SONET platform)
■ Tagged or untagged Customer Ethernet traffic
o Both ITS and UTS are available.
Elite Native LAN (Point-to-MultiPoint Configuration)
The Elite NLAN Service (point-to-multipoint configuration) is designed as an Ethernet over
Sonet-based Hub-and-Spoke Service. This Service is positioned as a premium multi-location
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Ethernet data Service for those Customers requiring a high level of reliability and protection of
their mission critical data (see TWTC's MultiPoint NLAN service for the standard multi-location
NLAN solution).
The Service connects multiple Customer remote locations to Ethernet ports and homes these
connections back to a single Customer hub site Ethernet port. Each remote location to Hub site
connection is a point-to-point SONET connection, which is sized to accommodate the full line
rate of the Ethernet Service that is purchased. Since these Ethernet connects are SONET-
based, they retain the redundancy and high reliability (automatic protection switching) that is
characteristic of SONET.
Features:
■ Elite Native LAN Service is offered from Ethernet port sizes of(10Mbps, 100Mbps, 1000M
(622Mbps) in Point-to-MultiPoint configuration
■ Dedicated Point-to-Point SONET connection between Customer Remote and Hub locations
■ Customer purchases and has access to full bandwidth of the port (no bandwidth increments)
■ Full-duplex service
■ SONET Protected service
• No oversubscription of bandwidth on hub-to-spoke connections
■ Hub site port bandwidth may/may not be oversubscribed at this port. It depends on the
configuration.
Elite Native LAN (Multipoint Configuration)
The Elite NLAN Service (multipoint configuration) provides a private metro "LAN" Ethernet
Network, allowing the Customer to share bandwidth between multiple Customer Ethernet
locations over a metropolitan area.
This Service is positioned as a NLAN multi-location Ethernet data Service for those Customers
requiring up to SONET-level of reliability and that allows a level of oversubscription of their data
across the network. The Service connects a dedicated channel of bandwidth to a single
Customer that is shared among that Customer's multiple locations. These multiple locations can
exchange traffic via the shared pipe as required by the Customer. For example, any port could
send information to any other port (Any-to-Any connectivity) or multiple ports could each send
all their traffic to a single port.
Features:
■ Elite Native LAN Service offered from port sizes of(10Mbps, 100Mbps, 1000M
(622Mbps) in multi-Point configuration.
■ Allows the customer Any-to-Any Ethernet connectivity across the metro area.
■ Customer purchases and has access to full bandwidth of the port.
■ Full-duplex service.
• Channel of bandwidth dedicated to the Customer.
■ Customer Ethernet traffic may be Untagged or Tagged.
o Both ITS and UTS are available.
■ Dependent on the equipment and cards deployed.
Service Level Agreement
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The City of Fort Worth-tw telecom Master Services Agreement
TWTC's Enterprise Switched Native LAN Services will be available at least 99.99% of the time
in a thirty day calendar month. In the event of a Service Outage or failure to meet a service
level objective, upon Customer's request TWTC will issue credits as follows:
Per Service Outage Percentage Credit
Under 5 minutes 99.99% availability) No Credit
5 minutes up to 4 hours 5% of the MRC
4 hours up to 8 hours 10% of the MRC
8 hours up to 12 hours 15% of the MRC
12 hours up to 16 hours 20% of the MRC
16 hours up to 24 hours 35% of the MRC
24 hours or greater 50% of the MRC
TWTC's On-Net Elite NLAN Services will be available to Customers at least 99.999% of the
time in a thirty day calendar month. In the event of a Service Outage or failure to meet a service
level objective, upon Customer's request TWTC will issue credits as follows:
Per Service Outage Percentage Credit
Under 1 minute 99.999% availability) No Credit
1 minute up to 4 hours 5% of the MRC
4 hours up to 8 hours 10% of the MRC
8 hours up to 12 hours 15% of the MRC
12 hours up to 16 hours 20% of the MRC
16 hours up to 24 hours 35% of the MRC
24 hours or greater 50% of the MRC
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The City of Fort Worth-tw telecom Master Services Agreement
SCHEDULE6
EXTENDED NATIVE LAN
The Extended NLAN ("ENLAN") Service is an interstate/intrastate Ethernet Service that
provides a managed end-to-end solution for Customer. ENLAN is offered over the TWTC IP
Backbone, encapsulating Customer traffic using layer 2 tunnels as a best effort service. To
transport Ethernet frames across the IP Backbone, an Ethernet connection will be made
between the NLAN Central Office Ethernet switch and an aggregation router on the Internet
infrastructure. The IP ingress point is responsible for encapsulating Ethernet frames into a
layer 2 logical frame.
There are two levels of ENLAN service for PTP: Enhanced and Basic. Both of these services
are offered in a redundant manner. Redundant offering means that an IP Backbone Service
Outage would result in packets being rerouted over an alternate path. The enhanced service
offering means that Customer's traffic is sent with a higher Class of Service from Provider Edge
("PE") to PE. The basic service offering means that Customer will not receive a premium class
of service in the event its traffic needs to be re-routed. Metro NLAN is required on each end of
ENLAN and is priced separate from the ENLAN Service.
TWTC's ENLAN Services will be available at least 99.99% of the time in a calendar month
("Network Availability"). Upon request, Customer will receive a Service Outage credit for
TWTC's failure to meet the Network Availability standard. The Service Outage credit is based
upon a percentage of Customer's MRC associated with the non-performing Service as follows:
Per Service Outage Percents a Credit
Under 5 minutes 99.99% availability) No Credit
5 minutes up to 4 hours 5% of the MRC
4 hours up to 8 hours 10% of the MRC
8 hours up to 12 hours 15% of the MRC
12 hours u to 16 hours 20% of the MRC
16 hours up to 24 hours 35% of the MRC
24 hours or greater 50% of the MRC
Network Latency
TWTC's ENLAN Services will have an average round-trip transmission of 50 milliseconds or
less between TWTC-designated regional route servers in the forty-eight contiguous United
States. At Customer's request to the CNRC, TWTC will calculate Latency as determined by
averaging sample measurements taken during the most recent full calendar month between
TWTC-designated regional route servers.
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The City of Fort Worth-tw telecom Master Services Agreement
Upon request, Customer will receive Service Outage credit for TWTC's failure to meet the
Network latency standard stated above. The Service Outage credit is based upon a percentage
of Customer's MRC associated with the non-performing Service as follows:
0.00 to 50.00 milliseconds "ms" No Credit
50.01 to 60.00 ms 5% of the MRC
60.01 to 65.00 ms 10% of the MRC
65.01 to 70.00 ms 15% of the MRC
70.01 to 75.00 ms 20% of the MRC
75.01 to 80.00 ms 35% of the MRC
80.01 ms or greater 50% of the MRC
Latency numbers are based on IP POP to IP POP and exclude Customer host to host latency
readings. Optimum TCP throughput may require adjustments to the default TCP stack settings.
Packet Delivery
TWTC's ENLAN Services will have a packet delivery of 99.5% or greater between TWTC-
designated regional route servers in the forty-eight contiguous United States. Packet Delivery is
determined by averaging sample measurements taken during the most recent full calendar
month between TWTC-designated regional route servers. At Customer's request to TWTC's
CNRC, TWTC will calculate Packet Delivery.
Upon request, Customer will receive a Service Outage credit for TWTC's failure to meet the
packet delivery standard stated above. The Service Outage credit is based upon a percentage
of Customer's MRC associated with the non-performing Service as follows:
99.5% or greater No Credit
99% to 99.4% 5% of the MRC
98% to 98.9% 10% of the MRC
97% to 97.9% 15% of the MRC
96% to 96.9% 20% of the MRC
95% to 95.9% 35% of the MRC
Less than 95% 50% of the MRC
Additional Terms Applicable to ENLAN Service Level Agreement
Failures to meet the performance objectives herein do not include outages and failures caused
by the failure of elements of the IP Backbone outside of TWTC's control. TWTC's monthly
network latency averages and packet delivery averages can be viewed at the following web
address: http:/twww.twtelecom.com/performance
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SCHEDULE ?
IP VPN NETWORK SERVICE
I. Service Description
TWTC's IP VPN Service (Layer 3 Internet Protocol (IP) Virtual Private Network) provides the
features and flexibility of an IP network while offloading the complexity of IP routing to TWTC.
TWTC's IP VPN Service is fully compliant with the industry's RFC 4364 (formerly known as
2547) BGP/MPLS VPN recommendation. TWTC's IP VPN Service allows its customers to
prioritize and to keep the data it is transmitting across TWTC's next generation network
separate and private from other data traffic.
Class of Service ("CoS") is available as a value add-on service to TWTC's IP VPN Service.
CoS provides customers with the ability to prioritize multiple applications that are competing for
the same network resources. CoS provides several levels or "classes" of differentiated service
and essentially controls Network and system resources in order to achieve a more predictable
flow of the customer's priority traffic across the Network. TWTC offers five levels of CoS
priority: Realtime; Interactive; Mission Critical; Priority and Best Effort. Each CoS level
represents traffic with similar network performance requirements for packet delay, jitter, latency
and network availability. Customers may select the type of CoS associated with each traffic
group based on their own desired priority levels.
TWTC will provide Customer with free access to a website portal named My Service which
tracks Network performance between any two core routers on TWTC's Network. My Service
also provides average Network performance measurements that can be utilized for determining
TWTC's performance in accordance with this Service Level Agreement ("SLA"). Network
performance measurements between any two core routers on TWTC's Network may not
correlate to the Network Average used to determine compliance with this SLA because
measurements between multiple core routers are used to calculate the Network Average.
II. Domestic IP VPN Services -Service Level Agreement
Network Availability
TWTC's IP VPN Services that are provisioned within the 48 contiguous United States and
Hawaii ("Domestic IP VPN Services") will be available to Customer at least 99.99% of the time
during each calendar month ("Domestic Availability Standard"). If TWTC fails to meet the
Domestic Availability Standard during any calendar month, credits will be calculated based upon
a percentage specified in the table below multiplied by the monthly recurring charge ("MRC") for
the non-performing Domestic IP VPN Service.
OutagePer Service
Up to 5 minutes(99.99%availability) No Credit
5 minutes up to 4 hours 5% of the MRC
4 hours up to 8 hours 10%of the MRC
8 hours up to 12 hours 15% of the MRC
12 hours up to 16 hours 20%of the MRC
16 hours up to 24 hours 35%of the MRC
24 hours or greater 50% of the MRC
Network Average Latency
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The City of Fort Worth-tw telecom Master Services Agreement
TWTC's Domestic IP VPN Services will have an average round-trip transmission of 45
milliseconds ("ms") or less within a given calendar month between TWTC-designated IP core
routers in the 48 contiguous United States ("Average Latency Standard") and 110 ms or less for
core routers between the contiguous United States and Hawaii ("Hawaii Average Latency
Standard"). If TWTC fails to meet the latency standards, credits will be calculated based upon
the percentages specified in the table below multiplied by the MRCs associated with the IP VPN
Service site(s) for the type of CoS designated by Customer.
Network Average Latency
CoS Desi nation
Average Latency Hawaii Average Mission Best
Standard Latency Standard Realtime Interactive Critical Priority Effort
0.00-45.00 ms 0.00- 110.00 ms No Credit No Credit No Credit No Credit No Credit
45.01 -55.00 ms 110.01 -115.00 MS 20% 15% 10% 7% 5%
55.01 -60.00 ms 115.01 - 120.00 ms 30% 20% 15% 12% 10%
60.01 -65.00 ms 120.01 - 125.00 ms 40% 25% 20% 17% 15%
65.01 -70.00 ms 125.01 - 130.00 ms 50% 40% 25% 22% 20%
70.01 -75.00 ms 1 130.01 -135.00 ms 75% 60% 45% 40% 35%
75.01 ms or greater 1 135.01 ms or greater 100% 75% 60% 55% 50%
Average Packet Delivery
Average Packet Delivery standards for TWTC's Domestic IP VPN Services vary depending on
the CoS designated by Customer. If TWTC fails to meet an Average Packet Delivery standard
during any calendar month, credits will be calculated based upon the percentages specified in
the table below multiplied by the MRCs associated with the IP VPN Service site(s) having the
CoS designation associated with the Average Packet Delivery standard that was not met.
Average Packet Delivery Desi nation-Percents a Credits
Domestic IP VPN
Services(Packet
Delivery Mission Best
Percentages) Realtime Interactive Critical Priority Effort
99.9+ No Credit No Credit No Credit No Credit No Credit
99.5-99.8 10% 5% No Credit No Credit No Credit
99-99.4 20% 15% 10% 7% 5%
98-98.9 30% 20% 15% 12% 10%
97-97.9 40% 25% 20% 17% 15%
96-96.9 50% 40% 25% 22% 20%
95-95.9 75% 60% 45% 40% 35%
Below 95 100% 75% 60% 55% 50%
Network Jitter
TWTC's Network Jitter metric only applies to Domestic IP VPN Services for which the Customer
has selected either the Realtime or Interactive CoS. "Network Jitter" means the average
variation in delay for packet transfers between TWTC-designated IP core routers during a
calendar month, as further described below in the section titled "Measurements/Remedies
TWTC's Realtime CoS will have an average one-way jitter measurement of 5 ms or less
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between TWTC core routers located in the 48 contiguous United States (Hawaii standard is
different and is shown below) during any given calendar month. TWTC's Interactive CoS will
have an average one-way jitter measurement of 2 ms or less between TWTC core routers
located in the 48 contiguous United States (Hawaii standard is different and is shown below)
within a given calendar month. If TWTC fails to meet an applicable Jitter metric during any
calendar month, credits will be calculated based upon the percentages specified in the table
below multiplied by the MRCs associated with the IP VPN Service site(s) having the CoS
designation associated with the Jitter metric that was not met.
Network Jitter
CoS Desi nation—Percents a Credits
48 Contiguous Mission Best
States Hawaii Realtime Interactive Critical Priority Effort
0.5 ms 1 ms No Credit No Credit No Credit No Credit No Credit
.51 ms-2.0 ms 1.1 ms-2.0 ms 5% No Credit No Credit No Credit No Credit
2.1 ms-4.0 ms 2.1 ms-4.0 ms 10% 5% No Credit No Credit No Credit
4.1 ms-5.0 ms 4.1 ms-5.0 ms 15% 10% No Credit No Credit No Credit
5.1 ms-6.5 ms 5.1 ms-6.5 ms 20% 15% No Credit No Credit No Credit
6.6 ms-7.5 ms 6.6 ms-7.5 ms 30% 20% No Credit No Credit No Credit
7.5 ms- 10.0 ms 7.5 ms—10.0 ms 40% 30% No Credit No Credit No Credit
>10.1 ms >10.1 ms 50% 40% No Credit No Credit No Credit
III. International IP VPN Services -Service Level Agreement
Network Availability
TWTC's IP VPN Services that are not provided within the 48 contiguous United States and
Hawaii ("International IP VPN Services") will be available to Customer at least 99.99% of the
time during a calendar month ("International Availability Standard"). If TWTC fails to meet the
International Availability Standard during any calendar month, credits will be calculated based
upon a percentage specified in the table below multiplied by the MRC for the non-performing
International IP VPN Service.
PercentagePer Service Outage Credit
Up to 5 minutes(99.99%availability) No Credit
5 minutes up to 4 hours 5% of the MRC
4 hours up to 8 hours 10% of the MRC
8 hours up to 12 hours 15% of the MRC
12 hours up to 16 hours 20%of the MRC
16 hours up to 24 hours 35%of the MRC
24 hours or greater 50%of the MRC
Latency, Packet Deliver and Jitter
Latency, packet delivery and jitter service levels for TWTC's International IP VPN Services are
available at www.twtelecom.com and_vary by route and CoS. If TWTC's International IP VPN
Service fails to meet an applicable latency, packet delivery, and jitter service level, TWTC will
pass through to Customer any credits or monetary compensation that it receives from the
underlying carrier for the non-performing International IP VPN Service
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The City of Fort Worth-tw telecom Master Services Agreement
IV. On-time Installation
TWTC will complete installation of On-Net IP VPN Services within 15 business days from the
date the Service Order is accepted by TWTC's Provisioning Network Operations Center
("PNOC") unless there is a delay caused or requested by Customer. For Off-Net IP VPN
Services and International IP VPN Services, TWTC will complete installation within 15 business
days from the date the Service Order is received by the PNOC, plus the underlying provider's
actual installation interval, unless there is a delay caused or requested by Customer. For the
purposes of this SLA, "On-Net" means an IP VPN Service site that is provisioned entirely on
TWTC's Network, and "Off-Net means an IP VPN Service site that is provisioned partially or
entirely on telecommunication facilities that are operated by another telecommunication
provider. If TWTC fails to meet the installation interval for a particular IP VPN Service site, at
Customer's request, Customer will receive a credit of 50% of the installation fee set forth in the
applicable Service Order for such site.
V. Measurements/Remedies
All latency, packet delivery and jitter measurements for TWTC's Domestic IP VPN Services are
measured by TWTC and determined by averaging sample measurements taken during the most
recent full calendar month between: (a) TWTC's Internet core routers (i.e. network regional
routers) in the 48 contiguous United States for Services in the continental U.S. and, (b) TWTC's
Internet core routers in Honolulu, HI and those in the 48 contiguous United States for TWTC's
IP VPN Services between Hawaii and the continental United States. All latency, packet delivery
and jitter measurements for TWTC's International IP VPN Services are measured by the
underlying provider. The underlying provider's measurement/calculation is used for the
determination of, and compliance with, the applicable service levels for International IP VPN
Services.
VI. Additional Provisions
The resources, equipment and methodology used to measure service level metrics are
determined by TWTC in its sole discretion. If TWTC's performance data is determined to be
incorrect or incomplete, TWTC will determine in its reasonable discretion, what remuneration is
owed to Customer.
Customer is responsible for marking all packets sent to the IP VPN correctly (DSCP), properly
queuing/rate-shaping traffic to the IP VPN so that it does not exceed the contracted for CoS,
and ensuring that all of its communications to TWTC are in English. All credits set forth in this
SLA will only be issued upon Customer's request to TWTC.
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The City of Fort Worth-tw telecom Master Services Agreement
SCHEDULE8
INTEGRATED LAN (ILAN)
Service Description
TWTC's Integrated LAN service expands Customer's private voice and data network across the
carrier infrastructure. This Service allows Customer to send voice traffic to the PSTN, transfer
private data between its multiple locations and access the Internet. A Customer with multiple
locations will benefit from Integrated LAN by transmitting data traffic over a private network that
is scaleable and secure behind a single firewall. All voice and data traffic between locations
remain on a 'private' network (as described below) and TWTC will manage all traffic bound from
the public switched telephone network and the Internet.
This Service allows a Customer to use bandwidth in the best interest of its business. ILAN uses
layer 2 Virtually Bridged Service to manage multiple data connections through Pure Packet
Node (PPN) and OutBurst devices. A Customer transmits traffic destined for the Internet, as
well as private data traffic, over the ILAN bandwidth. The Customer's router, located at its hub
site, applies VLAN tags to the data. TWTC keeps Customer's private data and Internet-bound
traffic separate through the use of distinct VLANs.
A Customer's private data ILAN combined with VersiPak voice channels and Internet access
creates a powerful, all-inclusive network that addresses the Customer's basic networking
needs. Sites can be configured with combinations of voice, private data and Internet access.
Data-only sites (no voice traffic) can also be configured on the ILAN application. ILAN provides
a private LAN extension that allows a Customer to transfer its private data between its multiple
locations. It is secure in that the traffic remains on the TWTC network. Only Customer-
designated sites have direct Internet access. If additional security services are required (i.e. a
firewall or TWTC Managed Security Services), the only location where this service would be
required is at Internet enabled sites.
Service Level Agreement
TWTC's On-Net ILAN Services will be available at least 99.99% of the time in a thirty day
calendar month. In the event of a Service Outage or failure to meet a service level objective,
upon Customer's request TWTC will issue credits as follows:
Per Service Outage Percentage Credit
Under 5 minutes 99.99% availability) No Credit
5 minutes up to 4 hours 5% of the MRC
4 hours up to 8 hours 10% of the MRC
8 hours up to 12 hours 15% of the MRC
12 hours up to 16 hours 20% of the MRC
16 hours up to 24 hours 35% of the MRC
24 hours or greater 50% of the MRC
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M&C Review
Official site • • Worth,
City Council Agenda FORTWORTH
COUNCIL ACTION: Approved on 5/3/2011
DATE: 5/3/2011 REFERENCE NO.: C-24894 LOG NAME: 04TW TELECOM
SERVICE AGREEMENT
CODE: C TYPE: NON-CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Service Agreement for Telecommunications Services with TW
Telecom Holdings Inc., for the Information Technology Solutions Department at an Annual
Cost Not to Exceed $500,000.00
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an agreement with TW
Telecom Holdings Inc., to provide telecommunications services at multiple City of Fort Worth sites for the
Information Technology Solutions Department using General Services Administration Contract number GS-
35F-0426R at an annual cost not to exceed $500,000.00.
DISCUSSION:
Employees at most City of Fort Worth (City) sites are provided access to information systems and
resources via the City's data network. This network provides the connectivity required for computers and
workstations at remote sites to access computing systems in the City Hall data center. At most sites outside
the downtown area, a key component of this connectivity is one or more telecommunications circuits
provided by a public carrier.
Currently the City relies heavily on a single telecommunications provider for services obtained through a
Texas state agreement. Staff is recommending increased use of a second provider to help ensure the city
can obtain the lowest cost service available for any given site. The use of a second provider may also
increase the potential resiliency of the network when service interruptions are experienced by a single
provider.
Staff will utilize this agreement to obtain telecommunications services for new City locations when these
services are more cost effective than those offered by the City's existing provider. In addition, existing
services to City locations may be replaced by this provider if a cost reduction can be realized. Except for
services required for new locations, the City's overall costs for telecommunications services should not
increase. This M&C, however, will allow staff to obtain a larger portion of those services from a lower-cost
provider with the intent of utlimately reducing overall costs.
TW Telecom Holdings Inc., (TWT) is currently providing an alternate internet service at the City's Eagle
Mountain site. Staff recommends the execution of an annual service agreement with TWT to potentially
provide services at other City sites to provide the redundancy and cost advantages required by the City's
internal network.
State law provides that a local government purchasing an item under a General Services Administration
(GSA) contract satisfies state laws requiring that the local government seek competitive bids for purchase
of the item. GSA contracts have been competitively bid to increase and simplify the purchasing power of
local government entities.
http://apps.cfWnet.org/cour)dl_padcet/me_reAm.asp?ID=13835&cDundidate=5/3/2011(1 of 2)[5/4/2011 12:13:20 PM]
M&C Review
M/WBE —A waiver of the goal for M/WBE subcontracting requirements was requested by the
Purchasing Department and approved by the M/WBE Office because the purchase of goods and services
is from sources where subcontracting or supplier opportunities are negligible.
AGREEMENT TERMS—This agreement shall begin upon execution and expire three years from that date.
RENEWAL OPTIONS —This agreement may be renewed for one additional year in accordance with the
terms of the GSA Contract. This action does not require specific City Council approval provided that the
City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Information Systems fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 535080 0046002 $500,000.00
Submitted for City Manager's Office by: Karen Montgomery (6222)
Originating Department Head: Peter Anderson (8781)
Additional Information Contact: Alan Girton (8484)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=13835&counoldate=5/3/2011(2 of 2)[5/4/201112:13:20 PM]