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HomeMy WebLinkAboutCCI Centrex AgreementCLT #11289 v1 Rev. 09/22/2010 Consolidated Communications Customer Service Agreement 1 0 0 2 2 4 3 8 3 D O U G F E S S L E R 1 2 - 1 1 - 1 8 Account Number Owner/Contact Month Day Year K I T T I T A S C O U N T Y I N F O R M A T I O N T E C H N O L O G Y Customer or Business Name 2 0 5 W 5 T H A V E Mailing Address S U I T E 1 3 2nd Address Line E L L E N S B U R G W A 9 8 9 2 6 Town/City State Zip 509.306.0849 doug.fessler@co.kittitas.wa.us Reach Number Fax Number E-Mail Address Bill Malesich 509.933.7419 Area Sales Manager Phone Term: 3 years; Commencing: Upon Installation Services: Centrex Phone Service Price: Monthly Recurring: *$218.54 Description Quantity Total Monthly Recurring Cost Centrex 49 *$752.64 Centrex Discount 49 <*$534.10> Total *$218.54 *Price does not include applicable taxes or regulatory fees and surcharges. † Regulated service subject to tariff Kittitas County Information Technology X Signature Date By: Its: Consolidated Communications X Signature Date By: Its: Consolidated Communications / 305 North Ruby Street / Ellensburg, WA 98926 / 509.925.1425 / consolidated.com Customer has read and accepts all terms and conditions appearing on or attached to the Customer Service Agreement. Customer Initials: _______ TERMS AND CONDITIONS The Customer named on the front page of this Service Order Form and Consolidated Communications and its Affiliated Entities (collectively, the “Company”) agree these terms and conditions of service constitute the agreement (the “Agreement”) for the provision of the Services selected by Customer and designated on the Service Order Form. You will have accepted this Agreement and be bound by its terms if you use the Service(s) or otherwise indicate your affirmative acceptance of such terms. Use of Service: Any and all services purchased by the Customer are hereinafter referred to collectively as the “Service”. Service may be used for any lawful purpose under applicable Federal, State or Local laws or regulations for which it is technically suited. Service may not be used for unlawful purposes. In addition, High Speed Internet service (“HSI”) is governed by the Acceptable Use Policy which may be found at http://www.consolidated.com. The Customer obtains no property right or interest in the use of any specific type of facility, service, equipment, number, process, or code. All right, title and interest to such items remain, at all times, solely with the Company or its underlying carrier or service provider, as appropriate. Recording of telephone conversations or any form of voice communications transmitted over Service provided by the Company under this Agreement is prohibited except as authorized by applicable Federal, State and Local laws or regulations. Payment for Services: Service is provided and billed on a monthly basis. Bills are due and payable upon receipt. A late fee equal to that charged by the local exchange carrier serving the Customer, 1.5% per month, or the maximum amount allowed by law, whichever is lower, may apply to any unpaid and past due balance. The late fee may be charged by the Company directly or by the Company's billing services provider. Payment must be received on or before the due date contained on the bill. The late fee begins to accrue no sooner than the day after the billing due date reflected on the customer's bill. In the event that the Company incurs fees or expenses, including attorney's fees, collecting, or attempting to collect, any charges owed to the Company, the Company, or its billing services provider may charge the Customer, and the Customer will pay, all such fees and expenses reasonably incurred. Collection fees on overdue charges apply in addition to all applicable late payment charges and shall begin to accrue when the Account is assigned to an outside collection agency. The Customer is responsible for payment of all charges for Service furnished to or used by the Customer, or the Customer's agents, servants, employees or customers. The Customer is also responsible for payment of charges for all other third person use of Service to which the Customer subscribes. All charges due from the Customer are payable to the Company or to the Company's authorized billing agent in immediately available U.S. dollars. Any objections to billed charges must be reported to the Company or its billing agent (if any) within six months after receipt of the bill or are otherwise deemed waived. Adjustments to the Customer's bill shall be made to the extent that circumstances exist which indicates that such changes are appropriate. The Company’s decision in this regard shall be final and binding upon the parties. Taxes and Fees: The Customer agrees to pay all charges associated with the local voice, HSI or long distance (“LD”) Service and rate plan selected. All applicable taxes (e.g., excise taxes, telecommunications taxes, sales taxes, and municipal utilities taxes), surcharges or non- recurring charges are listed as a separate line item on the Customer's bill and are not included in the quoted rates and charges set forth herein. Without in any way limiting the foregoing, examples of such charges are: (i) installation fees, (ii) Federal Universal Service Fund fees/taxes, (iii) early termination fees, (iv) activation fees, (v) subscriber line charges and (vi) equipment charges. To the extent that a State, county, municipality, other political subdivision or agency of government, or regulatory authority imposes upon and collects from the Company a gross receipts tax, occupation tax, license tax, permit fee, franchise fee, or regulatory fee, such taxes and fees shall, insofar as practicable and allowed by law, be billed pro rata to Customers receiving service from the Company within the territorial limits of such governmental entity. Interruption of Service: Credit allowances for interruptions of service which are not due: (i) to the Company's testing or adjusting, (ii) to the negligence or other wrongful act or omission of the Customer, or (iii) to the failure of services, channels, equipment and/or communications systems provided by the Customer or the Customer's agents, servants, employees, or Customers, are subject to the general liability provisions set forth herein. It shall be the obligation of the Customer to notify the Company immediately of any interruption in service for which a credit allowance is desired by the Customer. Before giving such notice, the Customer shall ascertain that the trouble is not within its, his or her control, or is not in wiring or equipment, if any, furnished by the Customer. LD interruptions caused by Customer provided, or Company provided automatic dialing equipment are not deemed an interruption of service as defined herein since the Customer has the option of using the long distance network via dial access code. An interruption is measured from the time the Customer notifies the Company of the interruption until the trouble is cleared. Each interruption is considered separately for the purposes of establishing credit allowance. Unless otherwise specified in this Agreement, the credit for a billing period shall not exceed the monthly recurring charge for any particular Service. Early Termination Fees and Auto Renewal: The Customer’s Service shall continue through the length of the Service plan or promotional offering (the “Initial Term”) and shall automatically renew after the expiration of the Initial Term for a period of one (1) year (collectively with the Initial Term, the “Term”) unless the Customer cancels Service within thirty (30) days prior to the expiration of the Term. Effective at any time after the end of the Initial Term and from time to time thereafter, the Company may modify the charges for the Service subject to thirty (30) days prior notice to the Customer. The Customer will have thirty (30) days from receipt of such notice to cancel the applicable Service without further liability. In the event Customer terminates the Service prior to the expiration of the term, then Customer shall be immediately liable to Company for an early termination fee consisting of (1) the total of any applicable termination fees provided by tariff for regulated services plus (2) the total of the fixed monthly charge for the non-regulated services multiplied by the number of months, and any fraction thereof, remaining in the applicable term. Customer shall in any event be liable for all charges accrued as of the termination date. HSI: Service Cancellation; Money Back Guarantee: The Customer may cancel HSI service, excluding any fiber based service, by calling Consolidated at 1-866-984-3001. HSI service is subject to a thirty (30) calendar day money-back guarantee, which begins upon billing. During this thirty (30) day period, the Customer may cancel the HSI Service and receive a full refund of all monthly charges paid as well as any one-time charges and equipment charges, if any, paid to the Company. If the Customer cancels HSI service within 30 calendar days, then the Customer agrees to return to the Company all hardware provided to the Customer in connection with the HSI service prior to receiving a refund on said equipment charges or additional equipment charges will apply. The Company will provide the Customer with a pre- paid mailing label and instructions for the return of this equipment. In the event the Customer cancels after the first thirty (30) calendar days of HSI Service but before completing the Initial Term, then the Customer shall (a) pay the Company all Service fees accrued as of the cancellation date and (b) pay the ETF. Activation, installation or set-up fees paid at the initiation of HSI Service are not refundable. The money-back guarantee is limited to one per Customer per Service type per Service address. It is agreed that if Customer Initials: _______ the Customer cancels HSI service, damages are difficult or impossible to ascertain; thus, the provisions of this Section are intended to establish liquidated damages in the event of cancellation and are not intended as a penalty. This provision does not apply to Consolidated’s Business One Bundle or any non-HIS service. LD: Cancellation, Suspension and Restoration of LD Service: Service continues to be provided until canceled by the Customer or until canceled by the Company as set forth below. The Company may render bills subsequent to the cancelation of service for charges incurred before cancellation. The Customer shall pay such bills in full in accordance with the payment terms set forth herein. Cancelation by the Customer: The Customer may have LD service canceled upon written or verbal notice to the Company. The Customer shall pay the Company for service furnished until the cancellation date specified by the Customer or until the date that the written cancelation notice is received, whichever is later. Cancellation of service is subject to ETF obligations set forth herein. Limitation of Liability: IN NO EVENT SHALL THE COMPANY, ANY OF ITS AFFILITED ENTITES OR ANY OF ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS BE LIABLE TO THE CUSTOMER FOR (A) ANY PUNITIVE DAMAGES, SPECIAL DAMAGES, ENHANCED COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES OR INDIRECT DAMAGES - INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY CLAIMS AGAINST THE CUSTOMER BY ANY THIRD PARTY. Limitation of Damages: THE COMPANY’S OR AFFILIATED ENTITIES’ AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY CAUSE OF ACTION OR CLAIM WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY NON- INSTALLATION, SECURITY BREACH, FAILURE OR DISRUPTION OF SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, EQUITY OR TORT, OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUIVALENT TO CHARGES PAID BY THE CUSTOMER UNDER THE THIS AGREEMENT DURING THE PERIODS WHEN SUCH CLAIM AROSE. IN ANY JURISDICTION THAT DOES NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF DAMAGES AS SET FORTH HEREIN, THEN IN THESE JURISDICTIONS THE COMPANY’S AND ANY AFFILIATED ENTITIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.THE COMPANY SHALL NOT BE LIABLE FOR UNLAWFUL USE, OR USE BY ANY UNAUTHORIZED PERSON, OF ITS SERVICES, OR FOR ANY CLAIM ARISING OUT OF A BREACH IN THE PRIVACY OR SECURITY OF COMMUNICATIONS TRANSMITTED BY THE COMPANY. THE COMPANY IS NOT LIABLE FOR ANY DAMAGES, INCLUDING TOLL USAGE CHARGES THE CUSTOMER MAY INCUR AS A RESULT OF THE UNAUTHORIZED USE OF ITS TELECOMMUNICATIONS FACILITIES OR INTERNET ACCESS FACILITIES. SUCH UNAUTHORIZED USE OF THESE FACILITIES INCLUDES, BUT IS NOT LIMITED TO, THE PLACEMENT OF CALLS THROUGH CUSTOMER-PROVIDED EQUIPMENT WHICH ARE TRANSMITTED OR CARRIED ON THE COMPANY'S NETWORK. THE CUSTOMER IS SOLELY RESPONSIBLE FOR CONTROLLING ACCESS TO, AND THE USE OF, ITS OWN TELECOMMUNICATIONS FACILITIES, DATA FACILITIES AND INTERNET ACCESS FACILITIES. Indemnification: The Customer hereby agrees to indemnify, defend and hold the Company harmless from and against any damages, costs, liabilities and attorneys' fees (and costs) the Company may incur from any claim arising from the Customer’s use of the Service, or the use of the Customer’s Service by others, including without limitation, violation of the copyrights, trademarks or other intellectual property rights of others, the Customer’s combination of any Service with other products or services not provided by the Company, any modification of the Service, or any breach of the terms and conditions contained herein by the Customer. In such event, the Customer agrees to defend and control any such litigation, including the payment of any settlement thereof, as the case may be; provided, however, the Customer agrees not to acquiesce to any judgment or enter into any settlement that adversely affects the Company’s rights or interests without the Company’s prior written consent, such consent to be exercised in the Company’s sole discretion. The Company hereby agrees to give the Customer prompt notice of all claims and to cooperate in defending against the claim. The Customer may not settle any claim under this section which includes an admission of criminal liability or the payment of a settlement amount without the Company’s prior written consent, such consent to be exercised in the Company’s sole discretion. Alternative Dispute Resolution (“ADR”):The Company and the Customer (each a “Party” and together the “Parties”) agree to resolve disputes arising out of services provisioned pursuant to the terms set forth herein without litigation. Accordingly, except for: a) actions seeking a temporary restraining order or an injunction related to the purposes expressed hereunder; b) actions to compel compliance with this dispute resolution process; or c) termination of the HSI or LD Services as set forth herein, the Parties agree to follow the ADR procedure set forth in the Standard Terms and Conditions of Service as their sole remedy with respect to any controversy or claim arising out of or relating to the provisioning of the HSI or LD services or a breach of the terms of this Agreement. The parties agree that any such claims arising hereunder must be pursued on an individual basis in accordance with the procedures contained in the Standard Terms and Conditions of Service. Even if applicable law permits class actions or class arbitrations, the ADR procedure agreed to herein (and as set forth within the Standard Terms and Conditions of Service) applies and the Parties hereby waive any and all rights to pursue any claim arising hereunder on an individual or on a class basis. Limitations of Service – HSI & LD: Service is offered subject to the availability of the necessary facilities, equipment and/or Customer information, including, but not limited to, network infrastructure, billing systems and information required for billing, and any offering is subject to the provisions hereunder. The Company may decline applications for Service to or from a location where the necessary facilities or equipment are not available. The Company may discontinue furnishing Service in accordance with the terms set forth herein. The Company reserves the right to discontinue or limit Service when necessitated by conditions beyond its control or when Service is used in violation of provisions stated herein or the law. The Company does not undertake to transmit messages, but offers the use of its Service when available, and, as more fully set forth herein, shall not be liable for errors in transmission or for failure to establish connections. Customer Initials: _______ No Representations or Warranties – HSI & LD: WITH RESPECT TO SERVICES PROVIDED BY THE COMPANY, THE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR ARISING BY COURSE OF PERFORMANCE, DEALING, CUSTOM OR TRADE USAGE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE COMPANY KNEW OR SHOULD HAVE KNOWN SUCH PURPOSE) AND NONINFRINGEMENT.ADVICE OR INFORMATION GIVEN BY THE COMPANY OR ITS REPRESENTATIVES SHALL NOT CREATE A WARRANTY OF ANY NATURE OR TYPE WHATSOEVER. USE OF THE COMPANY’S TECHNICAL SUPPORT IS AT THE CUSTOMER’S OWN RISK AND IS NOT WARRANTED. No Representations or Warranties – HSI WITHOUT LIMITING THE FOREGOING, THE COMPANY WILL PROVISION THE QUALIFIED LINE FOR HSI SERVICE AT THE MAXIMUM LINE RATE AVAILABLE TO THE CUSTOMER’S LOCATION BASED ON THE COMPANY’S STANDARD LINE QUALIFICATION PROCEDURES, UNLESS THE CUSTOMER HAS SELECTED A LEVEL OF SERVICE WITH A LOWER MAXIMUM LINE RATE. THE CUSTOMER AGREES THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.IN ADDITION, THE COMPANY DOES NOT GUARANTEE THAT THE SERVICE CAN BE PROVISIONED TO THE CUSTOMER’S LOCATION, OR THAT PROVISIONING WILL OCCUR ACCORDING TO A SPECIFIED SCHEDULE. THE PROVISIONING AND PERFORMANCE (SPEED) OF THE SERVICE IS SUBJECT TO CIRCUIT OR OTHER NETWORK FACILITY AVAILABILITY AND OTHER FACTORS, INCLUDING WITHOUT LIMITATION, LOOP LENGTH, THE CONDITION OF THE TELEPHONE LINE AND WIRING INSIDE THE CUSTOMER ’S LOCATION, COMPUTER/DEVICE CONFIGURATION AND CAPABILITIES AND NETWORK/INTERNET CONGESTION, AMONG OTHER FACTORS. IN THE EVENT THE CUSTOMER’S LINE IS NOT PROVISIONED FOR ANY REASON, NEITHER THE CUSTOMER NOR THE COMPANY SHALL HAVE ANY DUTIES OR OBLIGATIONS HEREUNDER (OTHER THAN THE CUSTOMER’S OBLIGATION TO RETURN ANY COMPANY PROVIDED EQUIPMENT). THE COMPANY DOES NOT WARRANT THAT THE SERVICE OR EQUIPMENT PROVIDED WILL MEET THE CUSTOMER’S NEEDS, PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR WILL BE UNINTERRUPTED, ERROR -FREE, OR SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE. SPECIAL TERMS FOR BUSINESS BROADBAND ELITE SERVICE Billing, Cancellation and Early Termination: Provision of Business BroadBand Elite Service is conditioned upon Customer agreement to return all equipment to Consolidated upon any termination or cessation of Services. The Services may include use of certain equipment owned, leased or controlled by Consolidated that is located at non-Consolidated locations (‘‘Consolidated Equipment’’). Title to the Consolidated Equipment will not pass to Customer. Customer must provide any power necessary to operate the Consolidated equipment and keep the Consolidated Equipment physically secure and free from liens and encumbrances. Customer will bear the risk of loss or damage (other than ordinary wear and tear) to the Consolidated Equipment. Billing for the Service will begin upon installation. If the Customer cancels the Service subsequent to execution of this Agreement by both parties and prior to the installation date of the Service, Customer shall pay Consolidated its actual incurred costs of provisioning the Service up to the point of such cancellation. Cancellation must be in writing to Consolidated. Following the installation date termination charges shall apply to each circuit for which Service is terminated. If the Customer terminates any or all of its circuits covered by this Agreement before the end of the Term, Customer must pay a termination charge for each affected circuit equal to one hundred percent (100%) of the MRC multiplied by the number of months remaining in the Term. In addition, Customer must return Consolidated Equipment once the Customer has terminated the Service. If the CPE is not returned to Consolidated within thirty (30) days of termination, the Customer will be charged one thousand dollars ($1000.00) as liquidated damages. Any such termination charge shall be due and payable in one lump sum within (30) days of billing. Customer is also responsible for all charges incurred up to the date of any Service terminated. Customer agrees to allow Consolidated and our agents the right to enter its property where the Service(s) and/or Consolidated Equipment will be provided (the “Premises”) at reasonable times, for purposes of installing, configuring, maintaining, inspecting, upgrading, replacing and removing the Service(s) and/or Consolidated Equipment. Customer represents that it either has or will obtain the authority to give Consolidated access to the Premises. If Customer is not the owner of the Premises, Customer is responsible for obtaining any necessary approval from the owner to allow us and our agents into the Premises to perform the activities specified above. In addition, you agree to supply us or our agent, if we ask, the owner’s name, address, and phone number and/or evidence that the owner has authorized you to grant access to us and our agents to the Premises. Failure on the part of Customer to grant or arrange access to the Premises for purposes of removal and return of Consolidated Equipment shall be deemed a failure to return equipment under this provision and liquidated damages may apply. Other: THE SERVICES ARE SUBJECT TO AND CONTROLLED BY THE COMPANY’S STANDARD TERMS AND CONDITIONS OF SERVICE, SUCH ORDERS, RULINGS, AND TARIFFS NOW OR HEREAFTER ISSUED OR FILED WITH THE FEDERAL COMMUNICATIONS COMMISSION AND/OR THE APPLICABLE STATE REGULATORY AUTHORITIES IF AND TO THE EXTENT REQUIRED BY APPLICABLE LAWS, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY, THE “STANDARD TERMS”). IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF ANY SUCH STANDARD TERMS, THEN THE TERMS OF SUCH TARIFFS WILL APPLY TO THE EXTENT REQUIRED UNDER APPLICABLE LAWS. THE COMPANY’S TARIFFS, PRIVACY POLICIES AND THE STANDARD TERMS AND CONDITIONS OF SERVICE MAY BE FOUND AT HTTP://WWW.CONSOLIDATED.COM. IN ADDITION, HSI SERVICE IS SUBJECT TO AND CONTROLLED BY THE COMPANY’S ACCEPTABLE USE POLICY, COPYRIGHT INFRINGEMENT/REPEAT INFRINGER POLICY, ADDITIONAL SERVICES TERMS AND (IF APPLICABLE) RADIALPOINT’S END USER LICENSE AGREEMENT (ALL OF WHICH MAY BE FOUND AT HTTP://WWW.CONSOLIDATED.COM). HTTP://WWW.CONSOLIDATED.COM).