Race Communications - FY2020-074 ® ace
COMMUNICATIONS
MASTER PRODUCTS AND SERVICES AGREEMENT
CUSTOMER PROFILE BILLING CONTACT
Legal Business Name: City of Rancho Palos Verdes Name: Lukasz Buchwald
Phone#: 310-544-5200 Title: IT Manager
Address: 30940 Hawthorne Blvd Email: Ibuchwald@rpvca.gov
City: Rancho Palos Verdes Phone #:310-544-5311
State: CA Alt Phone #:951-375-8487
Zip/Postal Code: 90275 Address: 30940 Hawthorne Blvd
Federal Tax ID or EIN: 95-2867872 City: Rancho Palos Verdes
State:CA
Zip/Postal Code:90275
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions together with all Supplements,Order 3.INVOICING AND PAYMENT
Form(s),Exhibits and other addenda attached hereto from time to time 3.1.Installation Charge. If a non-recurring installation charge or setup fee
constitute the Master Products and Services Agreement("Agreement") ("Installation Charge")is specified in an Order Form,Race will invoice
which is effective as of the last date of execution below("Effective Date") Customer for the same upon the effective date of the Order Form("Order
by and between Race Telecommunications,Inc..("Race"),a California Form Effective Date"),and unless otherwise specified in the applicable
corporation,and Customer. Race and Customer are collectively referred to Order Form,Customer will pay such invoice upon the Order Form Effective
as the"Parties"or individually as a"Party". Date.
1.DEFINITIONS 3.2.Recurring Charge. If a recurring charge("Recurring Charge")(e.g.
"Commencement Date"means the date upon which Race begins to provide Monthly Charge,Quarterly Charge,Annual Charge,etc.)is specified in an
an ordered Product or Service as more fully described in the relevant Order Form,Race will invoice Customer for and Customer will pay the
Supplement or Order Form. Recurring Charge in advance for each period upon receipt of such invoice.
"Customer Location"refers to a location designated in an Order Form for Race will begin to invoice the Recurring Charge on the Commencement
connection to the Race Network. Date. Invoices for partial months will be pro-rated. Multiple types of
"Race Network" means, collectively, the fiber optic network, system Recurring Charge may be set forth in the Order Form.
capacity and related facilities (including, without limitation, routers, 3.3.Prepayment. Any prepayment("Prepayment")specified in an Order
switches and communication channels)owned or controlled by Race to the Form,is payable upon the Order Form Effective Date. If a Prepayment is
extent it applies to the Product or Service. for a portion of a Term,the amount of such Prepayment will be applied as
"Order Form"refers to any,mutually executed,product order("Product a credit to the final Recurring Charges at the end of such Term.
Order"),service order("Service Order"),estimate("Estimate"),or 3.4.Additional Charges. If applicable,Race will invoice Customer and
statement of work("Statement of Work")to these General Terms and Customer will pay invoices for any additional charges for Products or
Conditions and respective Supplement,detailing the Products or Services, Services which are specified in an Order Form.
the Term,Customer charges,the estimated Commencement Date and any 3.5.Applicable Taxes. Race will invoice Customer and Customer will pay
other relevant terms agreed upon by the Parties. any and all applicable taxes("Applicable Taxes")as more fully described in
"Products or Services" means the products or services provided by Race Section 4,below,with respect to specific Customer charges.
(including,without limitation, Leased Fiber, In-Building Fiber,Co-location, 3.6.Late Payments. All invoices must be paid in accordance with their
Bandwidth,Managed Services,Voice Services and Capacity)to Customer. terms without setoff or deduction or services will be subject to
"Supplement"means a fully executed supplement to these General Terms interruption until payment is made in full.
and Conditions each containing additional terms and conditions that govern 3.7.U.S.Dollars. Unless otherwise specified on an Order Form,all
the related Products or Services provided by Race. payments must be made by Customer to Race in U.S.dollars.
'Term"means the period of time in which Race provides Products or 4.APPLICABLE TAXES
Services to Customer pursuant to an Order Form and any renewals 4.1.Applicable Taxes. In addition to other amounts due hereunder,
thereto. Customer shall be responsible for paying all Applicable Taxes. "Applicable
2.STRUCTURE OF AGREEMENT Taxes"means all taxes,levies,fees,imposts,duties,charges,surcharges,
From time to time,the Parties will execute one or more Supplement(s)and assessments or withholdings of any kind or nature levied or imposed upon
Order Forms for Race to provide Products or Services,each of which is Race or Customer,arising from or relating to the provision by Race of the
automatically incorporated into this Agreement and subject to these Services to Customer(including,without limitation,sales,excise taxes, r—I
General Terms and Conditions. universal service fees,any other FCC or state PUC fees,and any state or
local utility or telecommunications taxes),together with any penalties, b.0
c6
fines or interest(resulting from Customer's failure to pay Applicable Taxes O,
01203.0001/644122.2 General Terms and Conditions 1 Initials/04h_
hereunder after being invoiced for such)by any U.S.federal,state, 8.LIMITATION OF LIABILITY;INDEMNIFICATION
provincial or local government,public authority,including its agencies, 8.1.THE TOTAL LIABILITY OF EITHER PARTY FOR DAMAGES ARISING OUT OF
commissions and tribunals,or their designated agents,having jurisdiction OR IN CONNECTION WITH AN ORDER FORM(EXCLUDING EARLY
over this transaction.Customer shall not be responsible for and Applicable TERMINATION CHARGES(AS DEFINED IN THE RELATED SUPPLEMENT))IS
Taxes shall not include taxes on the property or income of Race. LIMITED TO AN AMOUNT EQUAL TO THE TOTAL CHARGES PAYABLE BY
4.2.Notwithstanding the foregoing,Customer may provide Race with a CUSTOMER DURING THE TERM SET FORTH THEREIN. NOTWITHSTANDING
certificate evidencing Customer's exemption from payment of or liability ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY,NEITHER PARTY
for any Applicable Taxes. WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,INCIDENTAL,
5.TERM INDIRECT,PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING,WITHOUT
5.1.This Agreement commences on the Effective Date,and continues LIMITATION,LOSS OF PROFITS,REVENUE OR LOST BUSINESS
through the latest expiration of all Order Form Term(s)subject to this OPPORTUNITIES(WHETHER ARISING OUT OF TRANSMISSION INTERRUP-
Agreement,unless earlier terminated as provided herein. TIONS OR PROBLEMS,ANY INTERRUPTION OR DEGRADATION OF SERVICE
5.2.The Term for each Order Form begins on the Commencement Date of OR OTHERWISE),WHETHER FORESEEABLE OR NOT,EVEN IF A PARTY HAS
the related Product or Service and remains in effect until the expiration of BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF THE DAMAGE
the initial period so specified. Upon expiration of the initial term,and AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL
provided that no type of Recurring Charge is fully prepaid pursuant to PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. THE
renewal of the Agreement,each Order Form will automatically revert to LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO CLAIMS OF
current market rate for services unless one Party provides the other CUSTOMER,WHETHER OCCASIONED BY ANY CONSTRUCTION,
written notice that it is terminating such Order Form not less than sixty INSTALLATIONS,RELOCATIONS,SERVICE,REPAIR OR MAINTENANCE
(60)days'prior to the end of the Term then in effect. PERFORMED BY,OR FAILED TO BE PERFORMED BY RACE,OR ANY OTHER
5.3.If any order form is terminated by Customer any time after the start of CAUSE WHATSOEVER,INCLUDING BREACH OF CONTRACT,BREACH OF
service but prior to the expiration of the term provided herein,RACE shall WARRANTY,NEGLIGENCE,OR STRICT LIABILITY. IN NO EVENT WILL EITHER
be entitled to recover any installation and sign-up charges conditionally PARTY BE LIABLE FOR ANY LOSS OF DATA OR TECHNOLOGY.
waived by RACE as noted on the Service Order and be liable on a prorated 8.2.Race agrees to indemnify,defend and hold Customer,its officers,
basis for any waived nonrecurring charges plus the total monthly charges directors,employees,agents and contractors harmless from and against all
for the unexpired portion of the service. loss,damage,liability,cost and expense(including reasonable attorney's
6.DEFAULT fees and expenses)by reason of any claims or actions by third parties
The following events are"Events of Default",the occurrence of which gives against Customer for(i)bodily injury or death,and damage,loss or
the non-defaulting Party the right to terminate the affected Order Form(s), destruction of any real or tangible personal property,which third party
or the entire Agreement for a nonpayment default,by written notice claims arise out of or relate to Race's gross negligence or willful
following the expiration of any stated cure periods and pursue its remedies misconduct or(ii)infringement or misappropriation by Race of any
under the Agreement: intellectual property rights under this Agreement.
a. Customer fails to fully pay any of the payments required 8.3.Customer agrees to indemnify,defend and hold Race,its officers,
hereunder within thirty(30) days after receipt of written notice directors,employees,agents and contractors harmless from and against all
of such failure;or loss,damage,liability,cost and expense(including reasonable attorney's
b.Except as provided in clause(a),above,the breach of any fees and expenses)by reason of any claims or actions by third parties
material term or condition of this Agreement(including Order against Race for(i)bodily injury or death or damage,loss or destruction of
Forms)and such breach remains uncured thirty(30)days after any real or tangible personal property,which third party claims arise out of
delivery to the breaching Party of written notice of such breach. If or relate to Customer's sole gross negligence or willful misconduct arising
the breach is of a nature or involves circumstances reasonably out of or in connection with this Agreement,(ii)infringement or
requiring more than thirty(30)days to cure,the time period may misappropriation by Customer of any intellectual property rights under this
be extended provided the breaching Party proceeds diligently to Agreement,or(iii)Customer's use of the Products or Services,including
cure the breach; without limitation,defamation,libel,slander,obscenity,pornography,or
If Customer is in default,as set forth above,then,after expiration violation of the rights of privacy or publicity,or spamming or any other
of the cure period,Race may,in addition to any other remedies tortuous or illegal conduct.
that it may have under this Agreement or by law,suspend, 9.CONFIDENTIALITY;PUBLICITY
disconnect and/or repossess any Products or Services,provided, 9.1.Confidentiality. Each Party agrees that all information furnished to it
however,that Customer will remain responsible to perform its by the other Party under this Agreement,including maps,pricing,financial
obligations hereunder. terms,network routes,design information,methodologies,specifications,
7.REPRESENTATIONS AND WARRANTIES locations or other information to which it has access under this
7.1.Race warrants that any Products and Services to be provided to Agreement,are deemed the confidential and proprietary information or
Customer will be at a professional level of quality conforming to generally trade secrets(collectively referred to as"Proprietary Information")of the
accepted industry standards and in compliance in all material respects with Disclosing Party and will remain the sole and exclusive property of the
all applicable laws and regulations. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED Disclosing Party(the Party furnishing the Proprietary Information referred
IN THIS AGREEMENT,RACE DOES NOT MAKE,AND HEREBY DISCLAIMS,ANY AND ALL to as the"Disclosing Party"and the other Party referred to as the
OTHER WARRANTIES,EXPRESS OR IMPLIED INCLUDING ANY AND ALL WARRANTIES OF "Receiving Party"). Each Party will treat the Proprietary Information and
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. the contents of this Agreement in a confidential manner and,except to the
7.2.Each Party represents and warrants to the other that(i)it is duly extent necessary in connection with the performance of its obligations
organized,validly existing and in good standing under the laws of the state under this Agreement,neither Party may directly or indirectly disclose the
of its organization,(ii)it has all requisite power and authority to enter into same to anyone other than its employees on a need to know basis and
and perform its obligations under this Agreement and all Order Forms,(iii) who agree to be bound by the terms of this Section,without the written
it will comply with all applicable federal,state and local laws,statutes, consent of the Disclosing Party. Information will not be deemed
rules and regulations in connection with the provision and use of the Proprietary Information if it(i)becomes publicly available other than
Products and Services and(iv)this Agreement and all Order Forms,when through the actions of the Receiving Party;(ii)is independently developed
executed,are the legal,valid and binding obligation of such Party. by the Receiving Party;or(iii)becomes available to the Receiving Party
7.3.Customer acknowledges that Race has no ability to determine without restriction from a third party. If the Receiving Party is required by
whether the communications traffic carried by the Products or Services a governmental or judicial law,order,rule,regulation or permit to disclose
utilizing the Race Network is jurisdictionally interstate or intrastate. Proprietary Information,it must give prompt written notice to the
Customer represents and warrants that the communications traffic to be Disclosing Party of the requirements of such disclosure and cooperate fully
carried by the Race Network shall be jurisdictionally interstate,pursuant to with the Disclosing Party to minimize such disclosure,and disclosure after
the Federal Communications Commission's mixed-use"10%Rule"(47 CFR such notice shall not be a breach hereof. N
36.154,4 FCC Rcd.1352),unless Customer provides Race written notice 9.2.Publicity. Neither Party may issue any advertising or other publicity
otherwise. In either case,Customer will pay all relevant FCC and state material using the other Party's name or marks or describing in any way
tC
Public Utilities Commission taxes and fees. the terms of this Agreement without first receiving the other Party's CL
01203.0001/644122.2 General Terms and Conditions 2 Initials/�JV/_
written consent as to form and content,which consent may not be contained on Race's customer contact list.Such email notification is
unreasonably withheld,conditioned,or delayed. deemed delivered on the day sent unless returned to sender.
10.ASSIGNMENT 14.MISCELLANEOUS
Neither Party will assign or transfer this Agreement without the other 14.1.Governing Law. This Agreement will be interpreted and construed in
Party's prior written consent,except that either Party may assign this accordance with the internal laws of the State of California without giving
Agreement upon notice and without the other Party's consent to a person, effect to its principles of conflicts of laws.This Agreement and the duties
firm,corporation,partnership,association,trust or other entity(i)that and obligations of the Parties hereunder shall be enforceable against any
controls,is controlled by or is under common control with the assigning of the Parties in the courts of California.Venue shall be in the Superior
Party or(ii)which purchases all or substantially all of its assets;provided Court,County of Los Angeles,or the Central District of California,as
that the assignee assumes all liabilities hereunder in writing prior to the applicable.
effectiveness of such assignment. Any assignment or transfer without the 14.2.Survival. The Parties'respective representations,warranties,and
required consent is void and is considered a material breach of this covenants,together with obligations of indemnification,confidentiality
Agreement. Upon any permitted assignment,the assigning Party will and limitations on liability will survive the expiration,termination or
remain jointly and severally responsible for the performance under this rescission of this Agreement and continue in full force and effect.
Agreement,unless released in writing by the other Party,and this 14.3.No Third-Party Beneficiaries. The covenants,undertakings,and
Agreement will be binding upon and inure to the benefit of the Parties agreements set forth in this Agreement are solely for the benefit of and
hereto and their respective successors and permitted assigns. enforceable by the Parties or their respective successors or permitted
11.NON-SOLICITATION assigns.
From the date of the last engagement and for one year thereafter,neither 14.4.Relationship of the Parties. The relationship between the Parties
party will solicit for employment nor hire any employee or contractor of hereunder is not that of partners or agents for one another and nothing
other. (Neither an unsolicited request by an employee or contractor for contained in this Agreement may not be deemed to constitute a
employment,nor a response by an employee or contractor to a generally partnership,joint venture or agency agreement between them.
published advertisement shall be considered a solicitation pursuant to this 14.5.Remedies Not Exclusive. Except as otherwise expressly provided,the
section.) Other than provided herein,neither party will solicit,directly or rights and remedies set forth in this Agreement are in addition to,and
indirectly,any employee or contractor of other and in no event,hire an cumulative of,all other rights and remedies at law or in equity.
employee,agent or independent contractor of other,through any means, 14.6.Headings;Severability. The headings in this Agreement are strictly
including the hiring of an employee,agent or independent contractor by a for convenience and do not amplify or limit any of the terms,provisions or
competitor of the other,where the hired person has served as an conditions hereof. In the event any term of this Agreement is held invalid,
independent contractor,subcontractor or other capacity for the other, illegal or unenforceable,in whole or in part,neither the validity of the
within the period described to herein,without the other party's prior remaining part of such term nor the validity of the remaining terms of this
written consent. In the event a party breaches the above,they shall Agreement will be in any way affected.
immediately pay as liquidated damages to other an amount equal to 1.5 14.7.No Implied Waiver. No failure to exercise and no delay in exercising,
times the relevant person's then current annual compensation(or the on the part of either Party,any right,power or privilege hereunder will
amount paid to or on behalf of the person during the last 12 months in the operate as a waiver,except as expressly provided herein.
case of an independent contractor). 14.8.Execution and Counterparts. This Agreement may be executed in
12.FORCE MAJEURE counterparts,including by facsimile transmission,each of which when
Neither party will be considered in breach of this Agreement nor liable executed and delivered is an original,but all the counterparts together
under this Agreement for any delays,failures to perform,damages or constitute the same document.
losses,or any consequence thereof,caused by or attributable to an event 14.9.Order of Precedence. If any conflict or contradiction exists between
of "Force Majeure,"which is defined as any cause beyond the reasonable these General Terms and Conditions and a Supplement,the terms of a
control of the party claiming relief,including without limitation the action Supplement will control. If any conflict or contradiction exists between a
by a governmental authority(such as a moratorium on any activities Supplement and the terms of an Order Form,the terms of the Order Form
related to this Agreement or changes in government codes,ordinances, will control. If any conflict or contradiction exists between these General
laws,rules,regulations,or restrictions occurring after the Effective Date), Terms and Conditions and the terms of an Order Form,the terms of the
third-party labor dispute,flood,earthquake,fire,lightning,epidemic,war, Order Form will control.
act of terrorism,riot,civil disturbance,act of God,sabotage,fiber cut 14.10.Attorneys'Fees. If either party to this Agreement is required to
caused by a third-party or failure of a third party to recognize a permit, initiate or defend or made a party to any action or proceeding in any way
authorization,right-of-way,easement,right,license or other agreement connected with this Agreement,the prevailing party in such action or
obtained by Race to construct and operate its facilities or network. proceeding,in addition to any other relief which any be granted,whether
13.NOTICES legal or equitable,shall be entitled to reasonable attorney's fees,whether
All notices,including but not limited to,demands,requests and other or not the matter proceeds to judgment.
communications required or permitted hereunder(not including invoices) 15.ENTIRE AGREEMENT;AMENDMENT;EXECUTION
must be in writing and will be deemed given:(i)when delivered in person, This Agreement,including all Supplements,Order Forms,Exhibits and
(ii)one(1)business day after deposit with an overnight delivery service for addenda attached hereto is the entire agreement between the Parties with
next day delivery,or(iii)three(3)business days after deposit in the United respect to the subject matter hereof and supersedes any and all prior
States mail,postage prepaid,registered or certified mail,return receipt negotiations,understandings and agreements,whether oral or written.
requested,and addressed to the recipient Party at the address set forth on This Agreement may be amended only by a written instrument executed
first page hereof. In addition,Race may send Customer notices,other than by the Parties.
notices for default or termination,to Customer's email address as
The Parties have executed this Agreement as of the last date of execution below.
RACE TELECOMMUNICAT I NS, INC. CUSTO
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BY: BY:
Print Name:,/G`F-`� /U 0 vv.? 1( Print Name: —1611n Cru��gllu��
Title:S G l L M G r w,0 er Title: C-`1 o c Cr)
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Date: ... /17/11-0 Date: �c'�I 11 0 1`l a
01203.0001/644122.2 General Terms and Conditions 3 Initials /
AUTHORIZED CONTACTS
PRIMARY CONTACT TECHNICAL CONTACT
Name: Lukasz Buchwald Name: Lukasz Buchwald
Title: IT Manager Title: IT Manager
Company(if different): Company(if different):
Email:Ibuchwald@rpvca.gov Phone#:310-544-5311 Email: Ibuchwald@rpvca.gov Phone#:310-544-5311
Alt Phone#:951-375-8487 Alt Phone#:951-375-8487
Fax#: Fax#:
Address:30940 Hawthorne Blvd Suite/Unit/Floor: Address:30940 Hawthorne Blvd Suite/Unit/Floor:
City: Rancho Palos Verdes State:CA Zip/Postal Code:90275 City: Rancho Palos Verdes State:CA Zip/Postal Code:90275
OTHER CONTACT OTHER CONTACT
Name: Name:
Title: Title:
Company(if different): Company(if different):
Email: Email:
Phone#: Phone#:
Alt Phone#: Alt Phone#:
Fax#: Fax#:
Address: Address:
Suite/Unit/Floor: Suite/Unit/Floor:
City: City:
State: Zip/Postal Code: State: Zip/Postal Code:
OTHER CONTACT OTHER CONTACT
Name: Name:
Title: Title:
Company(if different): Company(if different):
Email: Email:
Phone#: Phone#:
Alt Phone#: Alt Phone#:
Fax#: Fax#:
Address: Address:
Suite/Unit/Floor: Suite/Unit/Floor:
City: City:
State: Zip/Postal Code: State: Zip/Postal Code:
ca
01203.0001/644122.2 General Terms and Conditions 4 InitialsiUW/_
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COMMUNICATIONS
SERVICE LEVEL AGREEMENT
PRIVATE LINE OUTAGE POLICY:
SLA for Domestic Private Line Services
1.SERVICE LEVEL OBJECTIVES any provider of local access service to RACE contracted for,by or on
Race will meet a Service Availability of 99.99%for domestic circuits. This behalf of Customer(in such case,RACE will coordinate with such local
SLA sets forth the credit(s)that Customer will receive if the Service Levels access service provider to cure such failure as quickly as practicable);
are not met,in addition to those rights and remedies available under the c.Caused by a Force Majeure event;
Agreement. d.Occurring with respect to a Circuit released by Customer to RACE(i)to
2.ALLOWANCE FOR SERVICE OUTAGE PERIODS perform maintenance,(ii)to make rearrangements at the direction of
2.1.A Circuit shall be deemed to be in an outage condition if,while Customer,or(iii)to implement an order from Customer for a change in
Customer is using or attempting to use such Circuit,such Circuit loses the Circuit;or
continuity,becomes unavailable or fails to comply with the applicable e.Occurring with respect to a Circuit that Customer elects not to release
specifications for such Circuit("Outage"). Subject to the restrictions for testing or repair and continues to use on an impaired basis.
herein,Customer is entitled to an"Outage Credit"in the event that the f.Interruption of Service on a Circuit for maintenance. RACE shall use its
Service Levels described in this Agreement are not met. An"Outage best efforts to give Customer two(2)days prior notice thereof by
Period"begins when a report is made to RACE's Network Control Center telephone,facsimile or e-mail. RACE will use its best efforts to schedule
from Customer by telephone that the Service has been impaired,lost or such Service Interruptions between midnight and 6:00 a.m.for domestic
interrupted. Customer must agree that such Circuit is released for repair circuits. Credits will not be allowed with respect to such Service
by RACE or its agent. An Outage Period ends when the Circuit is restored. interruptions if RACE has used its best efforts to so notify Customer in
RACE will notify customer by telephone and Customer will confirm that accordance with this paragraph.
Service has been restored. Any additional time necessary for Customer's 2.4.The credits and/or cancellation of a Circuit in the case of chronic outage
confirmation shall not operate to extend the calculation of the Outage problem provided for hereunder shall be RACE's sole liability and Customer's
Period. Events that cause an Outage but involve simultaneous multiple sole remedy in the event of any outage period or interruption of Service.
failures,shall be treated as one single Outage for purposes of calculation of 3.SERVICE LEVEL OUTAGE CREDITS
Outage Credits. 3.1.Domestic Service Level Outage Credits will be calculated and granted
a.All Outage Credits shall be subject to the following restrictions: based upon the following Service Availability Objective:
(i)No credit shall be allowed with respect to any period during which Domestic Outage Credit Schedule
Customer fails to afford access to any facilities provided by RACE for the Outage levels Outage Time Period Outage Credits
purpose of investigating and correcting an interruption to Service. Level 0 Outage 0 minutes to less than 30 minutes =No Credit
(ii)The Monthly Lease Rates used to determine any credit hereunder Level 1 Outage 30 minutes to less than 60 minutes =1 Hour Credit
shall be the then current Monthly Lease Rates being assessed. Level 2 Outage 60 minutes to less than 120 minutes =4 Hours Credit
(iii)In no event shall any credit be allowed hereunder(1)in excess of the Level 3 Outage 120 minutes to less than 4 hours =8 Hours Credit
then current Monthly Lease Rate for the applicable Circuit,or(2)with Level 4 Outage 4 hours to less than 8 hours =24 Hours Credit
respect to any Circuit for which Customer(i)fails to make or(ii)is Level 5 Outage 8 hours to less than 24 hours =2 Days Credit
excused from making any payment because of operation of law or any Level 6 Outage 24 hours+ =Actual plus 2 Days Cred
other reason.
2.2.The duration of the Outage Period and Outage Credits will be 4.Chronic Outage.
determined at the sole discretion of RACE,based upon RACE's internal Customer shall have the right to terminate the Master Products and Services
records. Customer shall have the right to request credit(s)for a period of Agreement in the event of any Chronic Service Quality Problem(as
thirty(30)days after the occurrence of an outage or alleged outage. hereinafter defined)upon thirty(30)days written notice to RACE. As used
Customer shall have the right to contest any calculations of credit(s)for a herein,the term"Chronic Service Quality Problem"shall mean(i)any one
period of thirty(30)days after Customer's receipt of invoice on which said Outage lasting more than four(4)days or(ii)three(3)or more Outages,with
credit(s)appear. each Outage lasting at least thirty(30)continuous minutes,in any sixty(60)
2.3.No Outage Credits are allowed for Outage Periods: day period. In the event of a termination for a Chronic Service Quality
a.Caused directly or indirectly by the acts or omissions of Customer; Problem,Customer shall only be responsible for the payment of charges for
b.Caused by the failure of equipment or systems provided by Customer the Service incurred prior to the termination date,but shall not be otherwise
or any third party(not under the direction or control of RACE),including liable for any early termination penalties
01203.0001/644122.2 Service Level Agreement
Initials/VW /
Dace Rancho Palos Verdes
COMMUNICATIONS Prepared on 02/07/2020 Quote#9019
Service Address:30940 Hawthorne;Rancho Palos Verdes,CA;90275
DEDICATED INTERNET SERVICES
' Setup Monthly
Dedicated Internet Ow GIG(1000Mbpd+0000Abps) ism t 1.00000 0.00 1,000.00
Dedicated Internal DIA 2 GIG(2000Mbps/2000Mbps) 36m _ 2.000.00 0.00 0.00
Dedicated Internet DIA 10 GIG(10000Mbps/10000Mbpe) 36m 2.75000 0.00 0.00
1
'born Term options
•Base monthly package fees DO NOT include federal or stale taxes and lass.
SUBTOTAL $0.00 $1,000.01
OTHER SERVICES-IP services,Telephony,Data center services
0.00
0.00
0.00
0.00
0.00•
•Notes
SUBTOTAL $0.00
TOTALS ,
GENERAL TERMS&CONDITIONS
This esomate'is tar equipment ander the Instaletion of service(s)and/or service equipment N pricing is estimated and n subject to network capaaly enrynatian end engineering.Service b debvered to Race demarcation point(MPOE unless
otherwise stated).Extension of senora horn Race demarub0n point to a customer sues is not included unless'pealed under Extended Installation Services.Standard installation Srnehane,from time or ceder,s approznreteh 30 days unless
otherwise noted.Federal and/or state taxes and tees are not Included.My additional service outside of the scope of this estimate wit require an amendment to the estimate or must be ordered separately.My hardware being sold does not include
sales tax or shipping and handing fess.Sales tax and slapping fees MI be added once asomata is converted to an invoce or Meng statement For customers entering into a tern agreement,an early termination fee we apply and wit be equal to
the amount of the original setup fee for said package.
LIMITED WARRANTY
The LimKed Warranty C limited to one year nstalation and labor warranty of al componenle instated by RIs.Parts are limited to ddecte in materials and seamanship of the product as aup000d try the manufacturer n para are suppled by Race
end defsoove.they eel be eanungeable wiMin 30 days horn date of purchase.Mr 30 days.pans are in be repaired under the manufacturer wenny terms.Should en'resp arse within a manufactures warranty pend.Rau we assist in getting
the product warrented by the manufacturer.This ewer*does not cover pens and Ob.:that fad as a result of improper use.misuse,abuse or the fefrae of another part.
AUTHORIZATION
I hereby accept the terms and conditions of revs ads.By aignaig,you are autonnng Race to do the wart as specified in this agreement and agree to all terve n Race's Mester Products and Serene Agreement.
CUSTOMER RACE COMMUNICATIONS
AUTHORIZED SIIGGNNATURE_:_ C AUTHORIZED SIGNATURE: - I
PRINT NAME: �1O W'I � !\� PRINT NAME:,i 4.++ /1/10`�Wwt/1(
TITLE. • `Q11rlle* TITLE:S Cr.cl s /, r
EFFECTIVE DATE: 5�►a/a o EFFECTIVE DATE: kS/>j Py