MASTER SERVICE AGREEMENT
This Master Service Agreement (“Agreement”) is made and entered into as of the 10th day of May, 2022 (“Effective Date”), by and between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City” or “Customer”) and Underline Monterey, LLC, a Delaware Limited Liability Company, on behalf of itself and its Affiliates (collectively called “Underline” or “Company”). City and Underline are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, on December 14, 2021, via City Council Resolution No. 22264, City and Underline entered into a Network Deployment and Service Agreement (“License Agreement”) to allow Underline to construct and operate a broadband network within the City of Salinas under the conditions specified therein; and WHEREAS, upon construction of its broadband network, Underline is able to provide fiber optic network capacity and applications to City for its municipal purposes at various locations; and WHEREAS, the Parties intend to execute a series of Service Order Forms (“SOF”) by which Underline will provide various services to certain City locations more specifically described in the SOF; and WHEREAS, in addition to the general terms of Service set forth in this MSA, the Parties may enter into other Service Order Forms and specific Statements of Work that will describe the terms and provisions for additional and future levels of Service.
NOW THEREFORE
IN CONSIDERATION OF the foregoing Recitals, the mutual promises set forth in this Agreement, and other good and valuable consideration, intending to be legally bound, Underline and City agree as follows:
Delivery of Services; Terms; Fees.
General. By executing this MSA and any subsequent Order Forms, Company shall provide, and Customer shall pay for, each Service through its Initial Term and any subsequent Renewal Term.
The Service Orders and the MSA together constitute the entire Agreement between Customer and Company governing the products and services referenced in the Service Order, to the exclusion of all other terms. To the extent there is any conflict between the Service Order and the MSA, the Service Order shall govern.
Term.
Term Commencement. The term for each Service will commence on the Service Activation Date and shall continue for the entire Initial Term set forth in the Order Form. This MSA shall continue in full force and effect until the termination of the last Order Form.
Renewal Term. Once the Initial Term commitment has been completed, the term will renew for successive periods equal in length to one year, unless otherwise noted on the Service Order or unless Customer notifies Company at least 60 days before the end of the then-current term that Customer does not want to renew the term. The termination of any individual Service or Order Form will not affect Customer’s obligations to accept and pay for all other contracted Services. Services continuing beyond the expiration of the Initial Term are subject to rate modifications with 30 days written notice.
Early Termination. In the event of early termination without Cause of an Order Form by Customer, Customer shall pay Company as liquidated damages the present value of the monthly fees owed by Customer at the time of such termination multiplied by the total number of months remaining in the current term.
Pre-Install Termination. In the event Customer terminates a Service Order prior to Service commencement, Customer agrees to reimburse Company for any fees Company may have incurred both directly and indirectly during the delivery of Customer’s Services including, but not limited to, waived installation charges, construction charges, or any other fees associated with the delivery of Customer’s Services.
Fees and Payment Terms.
Fees and Expenses. Customer will pay all fees due according to the prices and terms listed in all Order Forms. Further, Customer shall pay Company for all fees or costs for third-party products or services that Company procures on behalf of Customer, as approved by Customer in advance of any such procurement. The prices listed in the Order Forms will remain in effect during the Initial Term indicated in the Order Forms and will continue thereafter, unless modified per agreement.
Payment Terms.
The charge for the first month for the Monthly Recurring Charge (“MRC”) and the Non-recurring Charge (“NRC”) is invoiced upon order submission and is due Net 30 days from the date of invoice or prior to Service activation, whichever is first. Company shall bill Customer for all non-recurring fees indicated in the Order Form and the monthly recurring fees for the first month of the term. Company shall invoice Customer for the minimum monthly recurring fees for all subsequent months on the first day of the month in which such Services are provided. All other fees for Services received and expenses incurred for Services during a month (e.g., professional services) will be invoiced on the first day of the month following the month in which the Services were provided.
Payment Terms are Net-30 from date of invoice.
Late Payments. Any payment not received within 30 calendar days of receipt of invoice will accrue interest at a rate of one and one-half percent (1½%) per month, or the highest rate allowed by applicable law, whichever is lower. If Customer’s account becomes past due, Customer will receive written notice to that effect and will have 10 days to respond to the notification (cure period). If Customer fails to respond to the past due notification and make arrangements to bring the account current within the cure period, Company may cease the provision of Service until such time as Customer responds to the past due notification and brings its account current. If Customer continues to be habitually delinquent in its payments, Company may, upon 15 days’ written notice to Customer, modify the payment terms to require full payment before the provision or continued use of all Services (both currently contracted and scheduled future provisioned), or require other assurances to secure Customer’s payment obligations hereunder or terminate this Agreement and discontinue Services.
Failure to remit payment. Customer’s failure to remit payment within 30 days of receipt of notice of non-payment for Services rendered will constitute a material breach of this Agreement.
Taxes. All fees charged for Services are exclusive of all taxes and similar fees now in force, enacted or imposed in the future on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes solely based on Company's net income.
Credit for Use of City Facilities and Infrastructure. Customer and Company may, by separate agreement, allow for Company to make use of Customer’s real and/or personal property or infrastructure (the “Customer Property”) for the purposes of constructing and operating a broadband network as defined in the License Agreement. If permitted under the terms of these separate agreements, Customer may elect to apply any compensation or fees received for the use of Customer Property as a credit against any fees, expenses, or other costs due to Company by Customer under the terms of this Agreement. Such credit shall accrue automatically following such election, and invoices sent by Company shall reflect such credit.
Customer Obligations.
Warranties of Customer. Customer represents and warrants that it will not violate any applicable United States laws and regulations or unreasonably interfere with use of the Services offered by the Company to third parties.
Breach of Warranties. In the event any breach of any of the foregoing warranties remains uncured after 30 days of Company’s written notice to Customer, Company will have the right, in its sole reasonable discretion, to suspend immediately any of the Services if deemed reasonably necessary by Company to prevent harm to Company or its business. Once cured, Company will promptly restore the Services.
Compliance with Law. Customer shall use the Services only for lawful purposes and in accordance with this MSA and applicable Order Forms. Customer will comply at all times with all applicable United States laws and regulations and applicable restrictions. Customer acknowledges that Company exercises no control over the content of the information passing through Customer’s web sites and that it is the sole responsibility of Customer to reasonably provide that the information it and its users transmit and receive complies with all applicable United States laws and regulations and restrictions.
Restrictions on Use of Services. Customer shall not, without the prior written consent of Company (which shall not be unreasonably withheld), resell the Services, in whole or in part, to any third parties. In setting up particular Service arrangements, the Parties may agree in advance, as part of Service, that members of the public may utilize Customer’s Services, so long as Customer does not levy any fee or charge for the use of Services beyond Customer’s actual costs to obtain Services.
Limitations of Liability.
Consequential Damages Waiver; Liability Cap. In no event will either Party be liable or responsible to the other for any special, incidental, punitive, indirect, exemplary, or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort (including negligence), strict liability or otherwise. In no event shall either Party’s liability arising under or in connection with this contract exceed U.S. $20,000.00.
Termination.
Termination for Cause. In addition to any rights of termination that may be provided in a subsequently enacted SOF, either Party may terminate this MSA for Cause. For purposes of this Agreement, Cause shall consist of any of the following: (i) the other Party breaches any material term or condition of this MSA and fails to cure such breach within 30 calendar days after receipt of written notice of the same; (ii) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 calendar days of filing.; or (iii) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 calendar days of filing.
Effect of Termination. Upon the Effective Date of termination of this MSA:
Company will immediately cease providing the Services; and Any and all payment obligations of Customer under this MSA for Services provided through the date of termination (or, if contractually required Services were not provided prior to the date of termination, the last date that all contractually obligated Services were provided) will immediately become due. If Customer fails to pay such amounts on the date due, then Company shall impose the late fees set forth in Section 2.3; and within 30 calendar days of such termination, each Party will return all Confidential Information of the other Party in its possession and will not make or retain any copies of such Confidential Information, except as required to comply with any applicable legal or accounting record keeping requirement.
Miscellaneous Provisions.
Force Majeure. Except for Customer’s obligation to make payments for actual Services provided by Company, neither Party will be liable for any failure or delay in its performance under this MSA due to any cause beyond its reasonable control, including acts of war, acts of God, terrorism, earthquake, lockdown due to an epidemic or pandemic, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the negligence of Company).
Non-Solicitation. During the term of this MSA and continuing through the first anniversary of the termination of this MSA, both Parties agree that they will not directly solicit or attempt to solicit for employment any persons employed by the other Party.
No Third-Party Beneficiaries. Company and Customer agree that, except as otherwise expressly provided in this MSA, there shall be no third-party beneficiaries to this MSA, including but not limited to the insurance providers for either Party or the customers of Customer.
Governing Law; Dispute Resolution. This MSA is made under and will be governed by and construed in accordance with the laws of the State of California. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims related to this MSA. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this MSA, including the existence, validity, interpretation, performance, termination, or breach thereof, shall brought to any court of competent jurisdiction located in Monterey County, CA or the appropriate federal court with jurisdiction over the matter.
Severability; Waiver. If any provision of this MSA is held by a court of competent jurisdiction to be contrary to the law, then the remaining provisions of this MSA will remain in full force and effect. The waiver of any breach or default of this MSA will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
Assignment. Upon the prior written notice to Customer, Company may assign this MSA as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Company also may delegate the performance of certain Services to third parties, including Company’s wholly-owned subsidiaries or sponsored infrastructure companies, who are competent to deliver such Services. This MSA will bind and inure to the benefit of each Party's successors and permitted assigns. If Customer, based on actual events, determines that such assignment resulted in either a substantive increased direct or indirect cost to Customer or a substantive reduction in level of service such that Customer is not receiving Services or prices for Services previously agreed upon, Customer may terminate the applicable MSA or order form without early termination fees or liquidated damages. The foregoing provision may be added to the terms of any such assignment.
Notice. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed on the Order Form or at such other address as may hereafter be furnished in writing by either Party to the other Party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, or sent, whichever is earlier.
Relationship of Parties. Company and Customer are independent contractors and this MSA will not establish any relationship of partnership, joint venture, employment, franchise or agency between Company and Customer. Neither Company nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Company may subcontract Services to third parties or Affiliates so long as (a) subcontractors agree to protect confidential information and (b) Company remains primarily responsible for performance of the obligations, unless otherwise agreed.
Entire MSA; Counterparts; Originals. This MSA, including all Appendices, Order Forms, Attachments, documents, Exhibits, and Schedules incorporated herein by reference, constitutes the complete and exclusive MSA between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or other response by Customer shall be deemed objected to by Company without need of further notice of objection and shall be of no effect or in any way binding upon Company. This MSA may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. This MSA may be changed only by a written document signed by authorized representatives of Company and Customer.
IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the Effective Date.
Underline Monterey, LLC City of Salinas
By: By:
Name: Robert Thompson Name: Steven S. Carrigan Title: Chief Executive Officer Title: City Manager Underline
Service Order Form 1
Order Date: [DATE]
Order No: [XXX]2022-1
Requested Install Date TBD
Service Activation Date TBD,
Customer City of [CITY]
Address
City [CITY]
State
Zip
Primary Contact
Phone:
Email:
Billing Information
Bill Email:
Billing Phone:
Billing Contact:
Billing Start Date: Service Activation Date (pro-rate 1st month as appropriate) Service Request
[X] Gigabit, Direct Internet Access (“[X]G DIA”) delivered to the Customer at Location Z as set forth below, including /27, with 24/7/365 remote monitoring and troubleshooting Product Description & Charges
Equipment Provided by Company, included in Fees
Underline will provide the CPE (router) as necessary for each City location identified below to realize the benefits of the service.
Underline will procure and install the new and upgraded WAPs as identified below and will adjust the monthly service price to reflect the amortization of these [38] devices [est. approx. $10k] straight line over the term of this SOF.
Location Z: City of [CITY]
DMARC: Secured Data Center within
(The Parties agree that Underline will also install service directly to the City Hall to create redundancy of service for the City. The City agrees to make necessary space and power available in order to install such redundant location.) Monthly Recurring Charge: $[xx,xxx] (incl Internet Access fee) One Time / NRC: Not Applicable
Term: [X] years
Additional Information:
Remote Network Monitoring and remote troubleshooting will be included from the Underline Network to the UOC to Each City Location served (router / firewall / WAPs).
AI driven Cybersecurity Network & DDOS Risk, pattern monitoring will be included.
A decision can be subsequently made regarding additional value added services, e.g., disaster recovery services, can be added to the Service Agreement via Attachment.
A separate license agreement will be required if the Customer desires to add additional Functionality or customized interfaces to manage the network or utility site connectivity Billing for month 1: All payments are prorated based on Customer’s Service activation date. Invoice will be issued upon execution of this Service Order Form and payment will be due Net 30 days.
A Service Level Agreement with a goal of 99.99% uptime is set forth in Attachment A to this SOF 1, which is incorporated into this Service Form.
WAPs have the multiple SSIDs
IN WITNESS WHEREOF, the undersigned Parties have executed this Service Order Form as of the Order Date.
Underline Monterey, LLC City of Salinas
By: By: ________________________________ Name: Robert Thompson Name: Steven S. Carrigan Title: Chief Executive Officer Title: City Manager ATTACHMENT A: Service Level Agreement 1
1. INTRODUCTION
This Service Level Agreement (SLA) is incorporated into and made a part of the Master Services Agreement (MSA) between Customer and Underline.
2. QUALIFICATION
The Service Level Agreement (SLA) is effective as of the first day of the second month after initial Installation and Activation of Services.
3. DATA AVAILABILITY
The Service Level associated with Data Availability is determined by a calculation, which results in a percentage, representing Network Availability compared to the total time in the subject month or period. The Network will be considered available except for those time durations when there is Network Downtime. Network Downtime exists when a particular circuit of the customer is unable to transmit and receive Data. Such failure is recorded in Underline’s NOC trouble ticket system. Network Downtime is measured from the time the trouble ticket is opened to the time the affected Service is again able to transmit and receive Data.
The goal for the Service Level associated with Data Availability is 99.99%. In the event Underline does not meet this Data Availability Service Level, subject to the restrictions and exclusions set forth below, Customer’s exclusive remedy shall be a service credit off of the MRC associated with the affected Service in existence in the particular month as set forth in the following table, not to exceed 25% of customer monthly billing:
SLA Service Level Credit
97-99.98% 5%
95-96.99% 10%
93-94.99% 15%
< 92.99 25%
4. MAINTENANCE
“Normal Maintenance” refers to upgrades of hardware or software or upgrades to increase capacity. Normal Maintenance may temporarily degrade the quality of the Service, including possible outages. Such effects related to Normal Maintenance will not give rise to service credits under this SLA. Normal Maintenance will be undertaken only as follows: (a) between the hours of 12 midnight and 6:00 AM Local Time. For purposes of this SLA, “Local Time” refers to the local time in the time zone in which an Affected Service is located. The Company will communicate with the Customer in advance of Normal Maintenance occurring in an effort to minimize disruption to various City services. “Urgent Maintenance” refers to efforts to correct network conditions that are likely to cause a material Service outage and that require immediate action. Urgent Maintenance may degrade that quality of the Services, including possible outages. Such effects related to Urgent Maintenance will entitle Customer to service credits as set forth in this SLA. Underline may undertake Urgent Maintenance at any time deemed necessary and will provide notice of Urgent Maintenance to Customer as soon as is commercially practicable under the circumstances.
5. LIMITATIONS
Notwithstanding anything in this Service Schedule to the contrary, Customer will not be entitled to a service credit for an outage that is the direct result of any network failure associated with the local loop or any other facilities that are not owned, operated or controlled by Underline.
6. CUSTOMER TERMINATION RIGHTS
Customer may terminate the affected Services without early termination charges if, in any single calendar month: (a) Network Downtime exists for at least 120 hours in the aggregate; or (b) any single event entitling Customer to credits under Network Availability exists for a period of at least 72 consecutive hours; provided that Company shall be given written notice of the proposed termination and fails to cure such event within 2 calendar days or provide assurance of non-repetition. Notice of proposed termination must be issued no later than five business days following the end of the relevant calendar month; otherwise, Customer waives its rights to termination based on subsection (a) or (b) having occurred during that month.
7. EXCLUSIVE REMEDY
Given that damages from Service interruptions or other failures to provide the Service under this SLA would be impossible to ascertain, and that the remedies stated in this SLA have been determined as a reasonable estimate of compensation, and not as a penalty, Customer’s remedy shall be fixed and liquidated as set forth in this SLA. In no event will the total remedies available to Customer exceed those set forth in this SLA. The provisions of this SLA state Customer’s sole and exclusive remedies for Service interruptions or Service deficiencies of any kind whatsoever.
In order to request SLA credits, Customer must contact Underline Customer Service. In order to receive service credits which are set forth herein, such requests shall be made no later than five business days following the last day of the month in which the relevant SLA was not met. Failure to comply with these service credit request requirements will forfeit your right to receive a credit. A credit will be applied only to the month in which the event giving rise to the credit occurred. The maximum SLA credits issued in any one calendar month will not exceed: 25% of the MRCs of the Affected Service with respect to the SLA. “Affected Service” refers to the particular Product that fails to meet the relevant SLA. In no event will the total credit, in the aggregate for all credits issued in one month exceed the equivalent of 25% of the relevant MRCs for the Affected Service. The Customer may not deduct or set-off a service credit, if any, from an invoice, but must, in all cases, wait for the invoice to reflect the service credit before the Customer can realize it.
8. SERVICE CREDIT EXCEPTIONS
An outage shall not be deemed to have occurred in the event that the Service is unavailable or impaired due to any of the following:
Interruptions caused by the negligence, error or omission of Customer or others authorized by Customer to access, use or modify the Service or equipment used by Customer; Interruptions due to power failure at Customer premises, or the failure or poor performance of CPE; Interruptions due to connectivity issues with fiber or other communications infrastructure owned or operated by Customer. For the avoidance of doubt, this exception is not intended to relate to Customer-owned conduit leased or ceded to Underline unless the disruption occurring to that communications infrastructure is caused by Customer or its agents.
Interruptions during any period that Underline has communicated to Customer in any manner that the Service will be unavailable for Normal Maintenance or grooming purposes, or Customer has released the Service to Underline for the installation of a Customer Service Order; Interruptions during any period that Customer elects not to release the Service for testing and/or repair and continues to use it on an impaired basis; Interruptions resulting from Force Majeure;
Interruptions resulting from Customer’s use of Service in an unauthorized or unlawful manner; Interruptions due to improper or inaccurate network specifications provided by Customer; Interruptions resulting from a failure of a carrier other than Underline providing Local Access Services including CPE; Underline inability to deliver Service by the Customer Commit Due; Interruptions caused by circumstances beyond the reasonable control of Underline or its agents.
9. SUPPORT SERVICES
Low-priority requests: This includes failure of WAPs which results in an inconvenience to operations but not total system failure or downtime. Initial response to request shall not exceed 24 hours and problem resolution shall not exceed 72 hours unless otherwise approved by the City to accommodate extenuating circumstances. In cases where spares stock can be kept onsite, the City is open to an agreement allowing the exchange of replacement parts via USPS, UPS or FedEx. Terms of the support contract shall cover the replacement of the equipment as well as any associated labor.
High-priority requests: Lost connection to the greater internet. Initial response to request shall not exceed 2 hours and problem resolution shall not exceed 12 hours unless otherwise approved by the City to accommodate extenuating circumstances.
General support/consultation: This would cover projects where the City would seek out the vendor’s assistance on a non-exclusive basis in the design, installation and implementation of new equipment or capabilities. These services would be billable on a time and materials basis that would be negotiated with the City at the beginning of the project. Inclusion of any new hardware or software that would be added to the existing support contract would also be negotiated at this time.
Underline
Service Order Form 2
Order Date: [DATE]
Order No: [XXX]2022-2 -
Requested Install Date TBD
Service Activation Date TBD
Customer City of [CITY]
Address
City [CITY]
State
Zip
Primary Contact
Phone:
Email:
Billing Information
Bill Email:
Billing Phone:
Billing Contact:
Billing Start Date: Service Activation Date (pro-rate 1st month as appropriate) Service Request
Voice over Internet Telephony (“VOIP”) Service
Product Description & Charges
Detailed description of products and services in ATTACHMENT B: Required Services for VOIP:
60 Concurrent Call Sessions (ports)
600 total DIDs (numbers) with porting of existing DIDs included Sessions or DIDs can be increased independently
Monthly Recurring Pricing:
Concurrent Call Session (port): $18 per session
User (extension, route-point, VM box):
$2 per user for first 50 users
$1 per user after first 50
DID (number): $0.05 each for ‘Tier0’ Numbers (list of numbers to port qualify) E911: $1.99 per e911 registered DID (at least one required per physical location) eFax: $27.95
Send/Receive via portal and email
Can be paired with analog adapter to use FAX machine
250 pages per month – Higher usage options available
Includes 1 eFax DID
Toll-Free Origination: $1 per TF DID + $0.04 per minute for inbound calls Included Features:
Caller ID Name Registration (CNAM)
Calling Party Number & Calling Party Name (Inbound CallerID) Delivery Per Month (Caller ID)
Directory Listing
Domestic DID Origination (Inbound Calls)
Enhanced 911 Support Services
Local and Long Distance Voice Termination (Outbound Calls) Includes calls to US, Canada, Mexico
Wireless Termination Included
Voicemail
Voicemail-to-Email with Voice-to-Text Transcription
Visual Voicemail via Portal
3-Way Calling
Call Forwarding
Call Transfer
Call Waiting
Do-Not-Disturb
Call Hold
Custom Hold Music
Auto Attendants
Call Queuing / Hunt Groups with Callback
Call and Spam Call Blocking
Call Parking
Web Portal with multiple permission levels
Shared-Line Appearance
Busy Lamp Monitoring
Directory
Multicast Paging (page all phones at same location)
Conference Bridge – Up to 30 Callers
Call Recording with 90 Days Retention
Call Queue Statistics and Reporting
Web-Based Softphone
Mobile App for iOS and Android
International Termination
International calling rates dependent on area
rates for specific numbers upon request
Underline will provide the IAD and other necessary equipment such as IP handsets to upgrade and realize the benefit of the service and adjust the monthly service price to reflect amortization of this cost straight line over term of this SOF.
Sample Monthly Cost:
Price
Qty
Total
Sessions
$18.00
60 $1,080.00
Users
$2.00
50 $100.00
Users(51+)
$1.00
150
$150.00
DIDs
$0.05
600
$30.00
e911 (req 1 per location)
$1.99
10 $19.90
Toll-Free DID
$1.00
0 $0.00
eFax
$27.95
0 $0.00
Total
[INDICATIVE ONLY]
Phone Equipment Pricing (NRC):
Qualifies for per device discounts of: $25 for 1-year term, $50 for 2-year term, $100 for 3-year term Low-Cost B/W - 2 programmable buttons, 100m Port
Yealink
T31P
$50.00
Low-Cost Color - 4 programmable buttons, Gigabit Port
Yealink
T33G
$90.00
Premium B/W - 8 buttons, Gigabit Port, USB
Yealink
T53
$120.00
Premium Color - 10 button, Gigabit ports, USB, Bluetooth, Wi-Fi Yealink
T54W
$195.00
Cordless DECT Base + Handset
Yealink
W60p
$150.00
Cordless DECT Handset (add-on to existing base - up to 5 per base) Yealink
W56h
$85.00
Industrial Cordless DECT Handset with Bluetooth (add-on to existing base) Yealink
W59r
$195.00
Conference - up to 20 feet mic pickup
Yealink
CP920
$350.00
1-port Analog Telephone Adapter
Polycom
OBi300
$50.00
Paging Loudspeaker - built-in or external speaker
ALGO
8180
$300.00
Accessory Equipment Pricing (NRC):
Description
Make
Model
Price
Wireless DECT USB Headset - Single Ear
Yealink
WH62
$155.00
Sidecar - Color with 20 Buttons / 3 Pages
Yealink
EXP50
$110.00
USB Headset - Single Ear (req HookSwitch)
Plantronics
BlackWire3320
$50.00
Premium (HAC) Wireless DECT Headset - Single Ear (req HookSwitch) Plantronics
Savi 8210
$310.00
Hook-Switch Adapter for Yealink T3X (only compatible with WH62) Yealink
EHS35
$40.00
Hook-Switch Adapter for Yealink T5X (compatible with Plantronics/Jabra) Yealink
EHS40
$35.00
Term: Three (3) Years
Additional Information:
Customer acknowledges the VOIP services described herein are provided by a third party running such service over Underline network. Customer Service strictly relating to the VOIP functionality to be provided by the third party ISP.
Billing for month 1: All payments are prorated based on Customer’s Service activation date. Invoice will be issued upon execution of this Service Order Form and payment will be due Net 30 days.
A Service Level Agreement with a goal of 99.99% uptime is set forth in Attachment A to this SOF 2, which is incorporated into this Service Form.
IN WITNESS WHEREOF, the undersigned Parties have executed this Service Order Form as of the Order Date.
Underline Monterey, LLC City of Salinas
By: By: ________________________________ Name: Robert Thompson Name: Steven S. Carrigan Title: Chief Executive Officer Title: City Manager
THIS SOF WILL BE DEEMED BY BOTH PARTIES SUBJECT TO CONFIDENTIALITY AND REDACTION FROM PUBLIC DISCLOSURE TO PROTECT THE LOCATION AND PURPOSE OF CRITICAL INFRASTRUCTURE Underline
Service Order Form 3
Order Date: [DATE]
Order No: [XXX]2022-3 -
Requested Install Date TBD
Service Activation Date TBD
Customer City of [CITY] / Utilities
Address
City [CITY]
State
Zip
Primary Contact Technology Services Director
Phone:
Email:
Billing Information
Bill Email:
Billing Phone:
Billing Contact:
Billing Start Date: Service Activation Date (pro-rate 1st month as appropriate and counting each site by activation) Service Request
Physical installation of fiber and specified onsite CPE establishing direct Layer 2 connectivity to up to twenty-five (25) Connected Utilities locations geospatially to be identified later (the “Connected Sites”) to the UOC; and Dedicated (virtual over shared Layer 2 infrastructure) 100mb symmetric network service for each Connected Site with the UOC; and A customized interface to enable authorized personnel at the UOC to manage the virtual network connectivity so established understanding such interface will be provided by Underline Technologies, LLC under separate license.
Both Parties understand the City of [CITY] may request from time to time for the Company to complete physical installation of fiber and secure connectivity from additional Connected Sites to the UOC. The Company agrees to consider such requests in good faith and to seek economical methods of so connecting the additional Connected Sites, however both Parties acknowledge the Company will charge and Customer will pay for the cost of installations occurring outside of the initial planned build of the Underline Network in [CITY], subject to Customer prior approval of such costs.
Equipment Provided by Company, included in Fees
Underline will provide the drop and the necessary edge device to be installed at each Smart Site to enable the network; however, this Appendix and the price proposed specifically excludes any industrial automation devices, edge/IoT sensors and / or integration of same necessary to connect to the Company provided edge device.
Monthly Recurring Charge: $[XX] per Connected Site
One Time / NRC: Not Applicable
Term: 10 years, renewable, with Term of this SOW commencing on the first Service Activation Date Additional Information:
Company will exert best efforts to connect each of the Connected Sites within twenty-four (24) months of commencing construction in [CITY]; however, Customer acknowledges that a project of this scope can experience unforeseen delays. Consequently, Company does not guarantee performance within this time period. Furthermore, while Company covenants to cooperate in good faith with Customer to identify prioritization of the order of installation of the Connected Sites, Customer acknowledges the ultimate decision as to order and timing of each Smart Site’s installation will be driven by Company’s construction and project planning.
Billing for month 1: All payments are prorated based on Customer’s Service activation date. Invoices will be generated and delivered to Customer at the beginning of each month, with the monthly charge per Connected Site commencing only upon each such Smart Site achieving installation and established communication with the UOC. Payment with respect to each invoice will be due Net 30 days.
A Service Level Agreement with a goal of 99.99% uptime is set forth in Attachment A to this SOF 3, which is incorporated into this Appendix.
IN WITNESS WHEREOF, the undersigned Parties have executed this Appendix as of the Order Date.
Underline Monterey, LLC City of Salinas
By: By: ________________________________ Name: Robert Thompson Name: Steven S. Carrigan Title: Chief Executive Officer Title: City Manager
THIS SOF WILL BE DEEMED BY BOTH PARTIES SUBJECT TO CONFIDENTIALITY AND REDACTION FROM PUBLIC DISCLOSURE TO PROTECT THE LOCATION AND PURPOSE OF EXHIBIT “A”