Loading...
HomeMy WebLinkAboutNuvox Communications -2006 12 27 NVC-0010-100-00 Page 1 of 2 VoxlP NUVOX communications'" IAddress Information Customer Name: Physical Address: City, State, Zip: Customer Main Number: Contact Name: Proposal 10: CITY OF WINTER SPRINGS 1126 EAST STATE ROAD 434 WINTER SPRINGS, FL 32708-0000 (407)327-1800 Joe Alcala 865252 Creation Date: 10/10/20062:55:05 PM Market: Orlando Sales Rep: Trinie Richter Proposal Type: New INuBundle Package: VoxTransport VoxNET: QoS: VoxlP - Plan 24 1 Term: 2 years Included $0.00 Total NuBundle: $520.00 IOther Charges and Credits Price Installment Other Charges Install Fees: Set-up Fees: $0.00 $0.00 Total Other Charges and Credits: No No Total Monthly Recurring Charges: $520.00 Minimum Monthly Commitment (MMC): $442.00 MKT. IService Information This proposal is valid for 45 days from the Creation Date set forth above. In the event of a customer move, an installation charge for service at the new location will be incurred by the customer based on the months of active service: $2000 for 0-6 months. $1250 for 7-12 months, $1000 for 13~18 months, $750 for 19-24 months. and $250 after 24 months. This proposal and all NuVox Communications services shall be governed by the terms and conditions of the Customer Service Agreement thereto by and between NuVox Communications and Customer. FCC. Ice and LNP charges are not applicable to bundled rates Each Party owns and reserves all rights to its own information, all information exchanged is confidential, and further disclosure is restricted. The above pricing does not include any applicable federal, state or local taxes, E911 charges, or any other fees including, but not limited to USF. FAF, etc. Only offered in specific locations NuVox Communications Representative: . Date:J2 -:::n-OlR Authorized Customer Representative: 1~M//t1/ -m~ Date: J,).. J.J- OL. This proposal and all NuVox Communications services shall be governed by'the terms and conditions of the Customer Service Agreement thereto by and between NuVox Communications and Customer. Each Party own~ and ,eseNes all rights to its own information. all information exchanged is confidential. and further disclosure is ,estrit.S I F I LEe 0 P Y NVC-0010-100-00 Page 2 of 2 NetPlus lines will incur FCC. Ice. and LNP charges. Services will be billed through a monthly remittance statement via regular malt containing a summary of charges. with access to detailed billing online. Upon request. customer can choose a paper bill, containing detailed usage and charges to be delivered by regular mail for a monthly charge. Services specified herein are only offered in specific locations. ConnectU Reservationless conferencing $.22 per minute/per connection. Free minutes of Long Distance (intraLATA, intrastate, interstate. and 8xx inbound usage) per account. Free LD does not include NetPlus lines. International usage is billed at current tariff rates. NuVox Communications will provide CSU/OSU. Channel Bank, and Router if applicable. The customer may not request specific brand or type of equipment. Internet Service requires properly configured peer-to-peer or clienUserver Ethernet network capable of connecting to a router at 106aseT. Customer responsible for 106aseT connection. FREE minutes of long distance (intraLATA, intrastate, Interstate and BOO inbound usage) per account only occurs if customer purchases a minimum of one facility voice line. Free LD does not include NetPlus Lines. Fixed rate per minute listed on the proposal is applied to all additional domestic LD above the total free minutes listed. ConnectU and International Usage are billed at our current tariff rates. NuVox Communications Representative: Date:/J -~7- 0(0 Authorized Customer Representative: ,if OAJjWf .m.J! ...... Date: I;) - ),l- iJ L. This proposal and all NuVox Communications services shall be govemec{by the terms and conditions of th~ustomef Service Agreement thereto by and between NuVox Communications and Customer. Each Party owns and reserves all rights to its own information, all information exchanged is confidential. and further disclosure is restricted. I.S. Fll~ copy .. Nuvex communications"" AMENDMENT TO CUSTOMER SERVICE AGREEMENT This Amendment is entered between NuVox Communications, Inc. ("NuVox") and City of Winter Springs ("Customer") Proposal 10 865252 and amends Customer Service Agreement ("CSA") entered between NuVox and Customer ("Parties"). This Amendment is effective for the Customer Service location and 1126 East State Road 434, Winter Springs, Florida 32708. The following shall be inserted in lieu of sentence one (1) of CSA Section 2. Term of CSA: Renewal: Termination: Termination Fees: "This CSA shall become effective on the date it is signed by NuVox and Customer and shall continue for the Term Commitment set forth in the Proposal(s) unless or until replaced with a new CSA or unless earlier terminated pursuant to the terms of this CSA." The following shall be inserted in lieu of sentence six (6) of CSA Section 1. Services to be Provided: Term of AQreement: Upon expiration of the Minimum Term Commitment for such location, this agreement shall automatically renew on a month-to-month basis at such location until terminated upon thirty (30) days notice by either party. The following shall be inserted in lieu of sentence five (5) of CSA Section 5. CharQes for Services: Rate ChanQes: BillinQ. Customer shall pay all costs and expenses of collection of any amounts due from Customer hereunder. The following shall be inserted in lieu of sentence nine (9) of CSA Section 6. Disconnection of Current Services: Special Construction: Third Party CharQes for Equipment and Services: NuVox-Provided Eauipment. If NuVox does not have access to Customer's premises within thirty (30) days after Customer terminates Services with NuVox, Customer shall reimburse NuVox for the full purchase price of the equipment. The following shall be inserted in lieu of sentence five (5) of CSA Section 8. Entire CSA: Modifications. NuVox may not assign this Agreement, or any interest herein or part hereof, by operation of law or otherwise, without the express written consent of Customer. In the event of assignment based on the condition of either merger of acquisition on the part of NuVox, Customer may, upon thirty (30) days written notice to NuVox, terminate the Agreement without liability other than for Services rendered through the effective termination date. The following shall be inserted in lieu of sentence three (3) of CSA Section 8. Entire CSA: Modifications. Page 1 of 2 Customer Initials: t1 ~ .' This CSA shall in all respects be governed by and construed in accordance with the laws of the state of Florida, without regard to its choice of law rules. NuVox and Customer hereby agree to the following: At Customer's request after the first twelve (12) months of the term of the CSA, NuVox will review the rates charged for the Services provided under the CSA and, if appropriate, negotiate with Customer a new rate structure; provided, however; that at the time of any rate adjustment Customer agrees to either (i) extend the term of the Service Agreement for a period equal to an additional twelve (12) months or (ii) enter into a new Service Agreement at least equal to the Minimum Term Commitment of Customer's Service Agreement. Customer agrees and acknowledges that Customer does not have the right to terminate the Agreement prior to the end of the Minimum Term Commitment or any subsequent extension thereof in the event the parties cannot agree to a revised rate structure or, if in the reasonable judgment of NuVox, a more favorable rate structure for Customer is not available. The CSA noted above and this Amendment constitute the Parties' entire agreement. To the extent there is a conflict between this Amendment and the CSA, this Amendment controls. This Amendment may be executed in several counterparts, and all counterparts so executed shall constitute one binding agreement on the Parties hereto and each executed counterpart shall be deemed an original. Facsimile signatures shall be accepted as valid and binding for all purposes. NuVox and Customer each aver that the signatories to this Amendment below have authority to sign this Amendment. Hand-written modifications to this Amendment are not binding on either NuVox or Customer. City of Winter Springs By:;f~M~ NuVox Communications, Inc. By: :';fflvz.~ -76~ Name: Ronald W. McLemore Name: Title: City Manager Title: ])SO Regional Vice president) j).s:D Page 2 of 2 Customer Initials:~ .N'UVOX commUnicatIons'" NVC-0010-300-06 Legal & Regulatory Customer Service Agreement September 20, 2006: Revision T Page 1 of 3 CUSTOMER SERVICE AGREEMENT ~New Customer Name: CITY OF WINTER SPRINGS Customer Address for service: 1126 ESTATE 434 RD o Existing Citv: WINTER SPRINGS I State: FL I Zip: 32708-0000 Customer Services to be provided at above location unless different address indicated on Proposal(s) attached hereto. If CSA covers services at multiple locations, Proposal for each location must be attached. This Customer Service Agreement ("CSA") is made by and between NuVox Communications ("NuVox"), a Delaware corporation having its principal place of business at Two North Main Street, Greenville, South Carolina 29601 and the customer ("Customer"): 1. Services to be Provided: Proposal(s). NuVox, by or through its affiliate(s) that operate(s) in the state in which Customer receives Services and equipment, agrees to provide and Customer agrees to purchase from NuVox the Services and equipment described on the following Proposal(s), each incorporated herein by reference: For Services and equipment, each Proposal will also describe: (i) the location(s); (ii) the Term Commitment; and (iii) the charges. Any Proposal(s) executed by both Customer and NuVox for additional services and/or equipment shall be deemed part of this CSA. The Proposal(s) may not include certain taxes, surcharges, assessments, and/or fees that are based on NuVox's Tariffs, price lists and/or other federal, state and local taxes, fees, assessments, and surcharges imposed by NuVox or any other authority. Customer shall pay all such fees, assessments, and surcharges unless Customer signs a tax exemption certificate proving that it is exempt by law from same within thirty (30) days of execution of this CSA. NuVox's commitment to provide Services is subject to approval of Customer's credit, approval of the suitability of Customer's premises for the Services, and receipt of all paperwork required to be completed by Customer for installation of Services. Customer acknowledges and agrees that it will not use the Services or equipment to provide services or facilities to its own end users and/or customers as a provider of any sort, telecommunications or otherwise. 2. Term of CSA: Renewal: Termination: Termination Fees. This CSA shall become effective on the date it is signed by NuVox and shall continue for the Term Commitment set forth in the Proposal(s) unless or until replaced with a new CSA or unless earlier terminated pursuant to the terms of this CSA. If this is Customer's first installation of NuVox Services at the applicable location(s), the Term Commitment for such location(s) shall begin on the date the facility is connected to the Customer network and Services commence (the "Installation Date"). Supplemental requests for changes to Services or locations prior to and after installation are subject to applicable fees and charges, and may affect the actual Installation Date. If Customer currently receives Services from NuVox, any rate or Service changes reflected in the Proposal(s) will become effective at the start of next bill cycle after the billing or Service changes have been made, which could be at least two billing cycles from the effective date of this CSA. The Term Commitment for such billing or Service changes shall commence' on the date of the bill cycle on which the billing or Service changes appear. Upon expiration of the Term Commitment for a location, this CSA shall renew automatically for successive one (1) year renewal terms (each, a "renewal term") until terminated or cancelled pursuant to the terms hereof. Either party may terminate this CSA by providing at least thirty (30) days written notice to the other party prior to the end of the initial Term Commitment or a renewal term or if the other party is in default of any material provision hereof and such default is not cured within thirty (30) days after the non-defaulting party gives the defaulting party written notice. If this CSA covers Services at more than one location, Customer's right to terminate for cause shall be limited to termination of the Services at the affected location(s) only. If Customer terminates this CSA following the execution of the CSA but prior to the installation of Services, Customer must pay to NuVox a Cancellation Charge of $1000 per T-1. Any Customer notice must be sent via first class certified mail, return receipt requested, to: NuVox., P.O. Box 6068, Greenville, SC 29606, ATTN: Customer Care. CUSTOMER'S RA TES AND OTHER APPLICABLE D/SCOUNTS ARE BASED UPON CUSTOMER'S COMMITMENT TO PURCHASE SERVICES FOR THE TERM COMMITMENT OR RENEWAL TERM. IF CUSTOMER TERMINATES THIS CSA AND/OR ANY SERVICES A T A LOCA TlON PRIOR TO THE EXPIRA TlON OF THE THEN-CURRENT TERM FOR SUCH LOCA TlON (OTHER THAN AS PROVIDED ABOVE DUE TO NUVOX'S MA TERIAL BREACH), OR IF NUVOX TERMINA TES THIS CSA PRIOR TO THE EXPIRA TlON OF THE THEN CURRENT TERM DUE TO CUSTOMER'S MA TERIAL BREACH, CUSTOMER AGREES TO PA Y TO NUVOX, AS LlQUIDA TED DAMAGES AND NOT AS A PENAL TV, AN AMOUNT EQUAL TO THE MONTHL Y RECURRING CHARGES FOR THE APPLICABLE LOCA TlON(S) MUL TlPLlED BY THE NUMBER OF MONTHS REMAINING IN THE THEN CURRENT TERM. CUSTOMER AGREES THA T THE ACTUAL DAMAGE TO NUVOX IS DIFFICUL T TO ASCERTAIN AND THA T THE AMOUNTS FIXED FOR LlQUIDA TED DAMAGES ARE A REASONABLE ESTlMA TE OF THE ACTUAL REDUCTION IN THE VALUE OF THIS CSA THAT NUVOX WILL SUSTAIN IN THE EVENT OF EARL Y TERMINA TlON. 3. Customer Relocation. Customer agrees to provide sixty (60) days advance notice to NuVox if Customer plans on moving Services to a different location(s). Customer will be required to enter into new Customer Service CSA for such location(s). Disconnection, installation and other charges will apply and monthly fees could be affected. NuVox does not provide Services beyond specific service boundaries. If PRIVATE/PROPRIETARY Contains Private and/or Proprietary Infonnation. May not be used or disclosed outside NuVox Communications except pursuant to a written agreement. I Customer Initials ~ I ,N'UVOX commUnlcatlons- NVC-0010-300-06 Legal & Regulatory Customer Service Agreement September 20, 2006: Revision T Page 2 of 3 Customer moves beyond such boundaries, Customer may terminate the Services, subject to all applicable fees and charges as provided herein, 4. Tariffs Applicable to Reaulated and Unreaulated Services: Commission Oversiaht. THIS CSA AND NUVOX'S SERVICES ARE SUBJECT TO AND THE CSA INCORPORA TES BY REFERENCE THE FOLLOWING: (I) FOR BOTH REGULA TED AND UNREGULATED SERVICES AND EQUIPMENT, THE TERMS AND CONDITIONS OF THE TARIFFS FOR LOCAL AND INTRASTATE SERVICES WHERE CUSTOMER RECEIVES THE SERVICES; (II) WITH RESPECT TO REGULA TED AND UNREGULA TED SERVICES AND EQUIPMENT PROVIDED IN NORTH CAROLINA, THE TERMS OF SERVICE AS POSTED ON NUVOX'S WEBSITE (http://www.nuvox.com; (III) WITH RESPECT TO REGULA TED INTERSTA TE AND INTERNA TlONAL SERVICES, THE TERMS AND CONDITIONS FOR INTERNATIONAL AND DOMESTIC INTERSTATE LONG DISTANCE SERVICES AS POSTED ON NUVOX'S WEBSITE (http://www.nuvox.com); AND (IV) WITH RESPECT TO DATA AND INTERNET SERVICES, THE ACCEPTABLE USE POLICY POSTED ON NUVOX'S WEBSITE AT http://www.nuvox.com. The Tariffs are subject to change by NuVox andlor the appropriate regulatory agency at any time and from time to time, with or without notice to Customer. In the event of any conflict between the provisions of this CSA and the Tariffs, the provisions of the Tariffs shall control. For regulated services, any claim or dispute by Customer must be referred to the applicable regulatory agency. 5. Charaes for Services: Rate Chanaes: Billina. Customer shall pay to NuVox charges for the Services and applicable equipment on a monthly basis, payable on receipt of the invoice, as set forth in the Proposal(s) ("Minimum Monthly Commitment" or "MMC") or the applicable Tariff or, where a Tariff is not applicable, then as such charges may appear in NuVox's price lists. In any given month during which Customer's actual usage at a location falls below the MMC for such location, Customer nonetheless shall pay the MMC. NUVOX RESERVES THE RIGHT TO INCREASE OR DECREASE RA TES ON A T LEAST THIRTY (30) DA YS NOTICE. Billing at a location will begin upon the earlier of (i) the Installation Date; or (ii) thirty (30) days after delivery of the applicable facility to the Customer premises by the facility provider (if the delay in connection of the facility is due to Customer). Customer shall pay all costs and expenses of collection of any amounts due from Customer hereunder, including reasonable attorney's fees, whether or not suit is brought. Services will be billed through a monthly Remittance Statement via regular mail containing a summary of charges, with access to detailed billing online. Upon request, Customer can choose a paper bill containing detailed usage and charges delivered via regular mail for a monthly charge. 6. Disconnection of Current Services: Special Construction: Third Party Charaes for Eauipment and Services: NuVox-Provided Eauipment. Customer is solely responsible for disconnecting services with its current service provider. NuVox is not responsible for any charges assessed against Customer by such provider. If NuVox or a third party provider is required to extend the Demarcation Point or undertake special construction for Customer, Customer shall pay all fees and costs associated therewith. Customer is responsible for all charges assessed by its phone system vendor and other third parties in connection with the installation of the Services. NuVox shall have no responsibility for maintenance or repair of same. Any equipment installed by NuVox on Customer's premises and not purchased by Customer shall remain at all times the property of NuVox and shall remain in good condition, less normal wear and tear. NuVox shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse NuVox for the cost of any necessary repairs. Customer shall provide NuVox reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. If NuVox does not have access to Customer's premises within thirty (30) days after Customer terminates Services with NuVox, Customer shall reimburse NuVox for the full purchase price of the equipment as well as any attorney's fees and costs. 7. Disclaimer of Warranties: Limitation of Liability: 911 Liability. NUVOX MAKES NO EXPRESSED OR IMPLIED WARRANTIES REGARDING THE SERVICES OR EQUIPMENT AND ALL WARRANTIES WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE DISCLAIMED. THE LIABILITY OF NUVOX (OR ANY OTHER SERVICE PROVIDER FURNISHING ANY PORTION OF THE SERVICES) FOR ANY INTERRUPTION OR FAILURE OF ANY SERVICES FURNISHED PURSUANT TO THIS CSA SHALL BE LIMITED TO CREDITS FOR THE INTERRUPTED SERVICES IN ACCORDANCE WITH NUVOX'S THEN CURRENT CREDIT POLICY. NUVOX SHALL NOT BE LIABLE FOR ANY INTERRUPTION CAUSED BY ANY OTHER SERVICE PROVIDER FURNISHING ANY PORTION OF THE SERVICES. NEITHER NUVOX NOR ANY OTHER SERVICE PROVIDER FURNISHING ANY PORTION OF THE SERVICES SHALL BE LIABLE OR RESPONSIBLE FOR ANY FRAUDULENT OR UNAUTHORIZED CALLS ORIGINA TlNG FROM CUSTOMER'S PREMISES OR THE SERVICES, OR FOR ANY ERRORS OR OMISSIONS IN DIRECTORY LISTINGS. IN NO EVENT SHALL NUVOX, ITS AFFILlA TES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORM A TlON, AND THE LIKE), WHETHER IN AN ACTION BASED ON BREACH OF WARRANTY (EXPRESS OR IMPLIED), BREACH OF CONTRACT, STRICT TORT LIABILITY OR OTHERWISE, EVEN IF NUVOX HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD THEREOF. NUVOX OFFERS EMERGENCY NUMBER 911 (E911) SERVICE SOLELY AS AN AID IN HANDLING ASSISTANCE CALLS IN CONNECTION WITH EMERGENCIES. NUVOX IS NOT RESPONSIBLE FOR ANY PERSONAL INJURY, DEA TH, PROPERTY DAMAGE OR OTHER LOSSES, CLAIMS, DEMANDS, SUITS OR ANY LIABILITY WHA TSOEVER, INCLUDING INFRINGEMENT OR INVASION OF THE RIGHT OF PRIVACY, WHETHER SUFFERED, MADE, INSTITUTED OR ASSERTED BY CUSTOMER OR BY ANY OTHER PARTY OR PERSON CAUSED OR CLAIMED TO HA VE BEEN CAUSED BY: (1) MISTAKES, OMISSIONS, INTERRUPTIONS, PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside NuVox Communications except pursuant to a written agreement. ~ Customer Initials t1 W-- ~ N'UVOX commUOIcatlons- NVC-0010-300-06 Legal & Regulatory Customer Service Agreement September 20, 2006: Revision T Page 3 of 3 DELAYS, ERRORS OR OTHER DEFECTS IN THE PROVISION OF E911 SERVICE, (2) INSTALLATION, OPERATION, FAILURE TO OPERA TE, MAINTENANCE, REMOVAL, PRESENCE, CONDITION, LOCATION OR USE OF ANY EQUIPMENT AND FACILITIES FURNISHING E911 SERVICE. 8. Entire CSA: Modification. This CSA and incorporated documents constitute the entire agreement between the parties and there are no other verbal statements, representations, or warranties not embodied herein. All modifications to this CSA must be in writing and signed by both parties and hand-written, typed or any other modifications of this CSA are strictly prohibited and will not be binding on NuVox in any way. This CSA shall in all respects be governed by and construed in accordance with the laws of the state of South Carolina, without regard to its choice of law rules. Customer may not assign this CSA without the express written consent of NuVox. NuVox may assign this CSA or delegate its duties hereunder, in whole or in part, without Customer's consent. If any provisions of this CSA are held illegal, invalid or unenforceable, the rights and obligations of the parties shall be construed and enforced as if a commercially reasonable provision had been substituted in place thereof, consistent with applicable laws and the undertakings of the parties. CUSTOMER AUTHORIZES NUVOX TO MONITOR AND RECORD ORAL COMMUNICATIONS WITH NUVOX PERSONNEL REGARDING CUSTOMER'S ACCOUNT OR THE SERVICES FOR THE PURPOSE OF SERVICE QUALITY ASSURANCE. CUSTOMER AGREES THAT NUVOX MAY SEND EMAIL MESSAGES CONCERNING PRODUCTS AND SERVICES. CUSTOMER NUVOX COMMUNICATIONS Signature: ~W{~ ~ Signature: ~VI::~-' ~ T~ , Printed Printed (YJi ~h~d Name: Ronald w. McLemore Name: lo...-..Jl'\W Title: City Manager Title: :j) .s :D Date: l?-OR-Of1 Date: IL.) l\..f/u\.- PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside NuVox Communications except pursuant to a written agreement.