Account Name
MSA ID
Date Generated
Nassau County BOCC Renewal
FL-9376446-jaran
8/1/2024
Title: Chief Innovation Officer
Address 1: 96135 Nassau Place
MASTER SERVICES AGREEMENT (MSA)
COMCAST ENTERPRISE SERVICES
MSA Term: 60
CUSTOMER INFORMATION
Primary Contact Derrick Linds
a
y
Primary Contact Address Information
Phone: 904 530 6051
Address 2:
Cell:
City: Yulee
Fax:
State: FL
Date:
Email: dlindsay@nassaucountyfl.com
Zip Code: 32097
This Comcast Enterprise Services Master Services Agreement ("Agreement" or “MSA”) sets forth the terms and conditions under which
Comcast Cable Communications Management, LLC and its operating affiliates ("Comcast") will provide communications and other services
("Services") to the above customer (“Customer”) and is effective as of the date of Customer’s signature below (the “Effective Date”). The
Agreement consists of this Master Service Agreement Cover Page executed by Customer (this "Cover Page"), the Comcast Enterprise
Services General Terms and Conditions ("General Terms and Conditions"), any written amendments to the Agreement executed by both
parties ("Amendments"), each Product-Specific Attachment for the applicable Services ("PSA(s)") and each Sales Order accepted by
Comcast hereunder ("Sales Orders"). In the event of any inconsistency among these documents, the order of precedence will be as follows:
(1) Amendments (if any), (2) this Cover Page, (3) PSA(s), (4) General Terms and Conditions and (5) Sales Orders. This Agreement shall be
legally binding when signed by Customer and shall continue in effect until the expiration date of any Service Term specified in a Sales Order
referencing the Agreement, unless terminated earlier in accordance with the Agreement.
Customer may submit Sales Orders to Comcast during the term of this Agreement ("MSA Term"). After the expiration of the initial MSA
Term, Comcast may continue to accept Sales Orders from Customer under the Agreement, or require the parties to execute a new MSA.
The Agreement shall terminate in accordance with the General Terms and Conditions. The General Terms and Conditions and PSAs are
located at https://business.comcast.com/terms-conditions-ent. Use of the Services is also subject to the then-current Acceptable Use Policy
for High-Speed Internet Services (the "AUP") located at https://business.comcast.com/customer-notifications/acceptable-use-policy (or any
successor URL), and the then-current Privacy Statement (the “Privacy Policy") located at https://business.comcast.com/privacy-
statement_new (or any successor URL). Comcast may update the General Terms and Conditions, PSAs, AUP and Privacy Policy from time
to time upon posting to the Comcast website.
Services are only available to commercial customers in serviceable areas.
Services may not be transferred without the prior written consent
of Comcast as set forth in more details in the General Terms and Conditions. Minimum Service Terms are required for most Services and
early termination fees may apply. Service Terms are identified in each Sales Orders, and early termination fees are identified in the
applicable PSAs.
BY SIGNING BELOW, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
CUSTOMER (by authorized representative)
Signature:
Name:
Title:
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Taco Pope
County Manager
Chairman
John Martin
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11/12/2024
Amendment No.
FL-9376446-jaran/A1
Comcast Cable Communications Management, LLC
CONFIDENTIAL and PROPRIETARY
KA
Page 1
FIRST AMENDMENT
to
Comcast Enterprise Services Master Services Agreement No. FL-9376446-jaran
This First Amendment
(“Amendment”) is concurrently entered into on October 18, 2024 (“Effective
Date”) in conjunction with the Comcast Enterprise Services Master Services Agreement No. FL-9376446-
jaran (“Agreement”) by and between Comcast Cable Communications Management, LLC (“Comcast”) and
Nassau County BOCC (“Customer”), individually referred to herein as “Party” and jointly referred to as
“Parties”. In the event of an explicit conflict between this Amendment and the Agreement, the terms and
conditions of this Amendment shall take precedence in the interpretation of the explicit matter in question.
Unless otherwise set forth herein, all capitalized terms set forth herein shall have the same meaning as set
forth in the Agreement.
Whereas,
the Parties desire to amend the Agreement by this writing to reflect the amended or additional
terms and conditions to which the Parties have agreed to;
Now, therefore,
in consideration of the mutual covenants, promises, and consideration set forth in this
Amendment, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
Article 3.2 of the Comcast Enterprise Services General Terms and Conditions (“General Terms and
Conditions”) is hereby modified to read as follows:
A.
Except as otherwise indicated herein or in a PSA, Comcast will invoice Customer in advance on a
monthly basis for all monthly recurring charges and fees arising under the Agreement. All other charges will be
billed monthly in arrears, including without limitation, certain usage-based charges. Pursuant to Sections 218.73
and 218.74, Florida Statutes, payment is due within forty-five (45) days after the invoice date; If a Service
Commencement Date is not the first day of a billing period, Customer’s first monthly invoice shall include any
pro-rated charges for the Services from the Service Commencement Date to the start of the next billing period.
Except to the extent otherwise prohibited by law, Customer will be assessed a service charge up to the full
amount permitted under applicable law for any check or other instrument used to pay for the Services that has
been rejected by the bank or other financial institution. Subject to Customer’s right to dispute charges in
accordance with Article 3.2(B), any payment not made when due will be subject to a late charge equal to (i)
1.5% per month or (ii) the highest rate allowed by law, whichever is lower. If Comcast is required to use a
collection agency or attorney to collect any amount owed by Customer or any unreturned Comcast Equipment,
Customer agrees to pay all reasonable costs of collection or other action. No acceptance of partial payment(s)
by Comcast shall constitute a waiver of any rights to collect the full balance owed under the Agreement.
2.
Article 6.2 of the General Terms and Conditions is hereby modified to read as follows:
Customer's Indemnification Obligations. Subject to the limits as set forth in Section 768.28, Florida Statutes,
customer shall indemnify, defend, and hold harmless Comcast and its agents, suppliers, and licensors from any
and all Claims arising on account of or in connection with Customer's and its users' use or sharing of the Service
provided under the Agreement, including with respect to: (i) any content received or distributed by Customer or
its users through the Service; (ii) libel, slander, infringement of copyright, or unauthorized use of trademark,
trade name, or service mark arising out of communications via the Service; (iii) for patent infringement arising
from Customer's combining or connection of Customer-Provided Equipment to use the Service; and (iv) for
damage arising out of the gross negligence or willful misconduct of Customer.
3.
Article 9.4(C) of the General Terms and Conditions is hereby added to read as follows:
C. Attachments. The documents identified below are attached to this Amendment and, subject to the
amendments made to the same pursuant to this Amendment (if any), are incorporated into the Agreement by
reference (“Attachments”):
(a)
the Enterprise Services General Terms and Conditions, Ver. 4.0, attached hereto as Exhibit A
(the “General Terms and Conditions”);
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Amendment No.
FL-9376446-jaran/A1
Comcast Cable Communications Management, LLC
CONFIDENTIAL and PROPRIETARY
KA
Page 2
(b)
Comcast Enterprise Services Ethernet Dedicated Internet Services Product-Specific
Attachment, Ver. 1.13, attached hereto as Exhibit B (the “EDI PSA”);
(c)
Comcast Enterprise Services Ethernet Interstate Transport Services Product-Specific
Attachment, Ver. 1.15, attached hereto as Exhibit C (the “Transport PSA”);
(d)
Comcast Enterprise Services Ethernet Intrastate Transport Services Product-Specific
Attachment, Ver. 1.26, attached hereto as Exhibit D (the “Transport PSA”).
(e)
Comcast Certificate of Insurance, attached hereto as Exhibit E (the “Certificate of
Insurance”).
4.
Article 9.7 of the General Terms and Conditions is hereby modified to read as follows:
Choice of Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the
laws of the State of Florida without regard to its conflict of laws principles. Any claim or controversy arising
out of or relating to this Agreement shall be brought exclusively in federal or state court located in Nassau
County, Florida and the parties hereby consent to personal jurisdiction and venue in such court. Both parties
hereby waive any right to a trial by jury.
5.
Article 9.12 of the General Terms and Conditions is hereby added to read as follows:
Public Records. The Customer is a public agency subject to Chapter 119, Florida Statutes.
IF COMCAST HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE COMCAST’S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (904) 530-6090,
RECORDS@NASSAUCOUNTYFL.COM, 96135 NASSAU PLACE, SUITE 6,
YULEE, FLORIDA 32097.
Under this Contract, to the extent that Comcast is providing the goods and/or services to Customer, and pursuant to
Section 119.0701, Florida Statutes, Comcast shall:
a.
Keep and maintain public records required by the Customer to provide goods and/or services.
b.
Upon request from the Customer’s custodian of public records, provide the Customer with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in this chapter or as otherwise provided by law.
c.
Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the Contract term and following
completion of the Contract if Comcast does not transfer the records to the Customer.
d.
Upon completion of the Contract, transfer, at no cost, to the Customer all public records in possession
of Comcast or keep and maintain public records required by the Customer to perform the service. If Comcast
transfers all public records to the Customer upon completion of the Contract, Comcast shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If Comcast keeps and maintains public records upon completion of the Contract, Comcast shall
meet all applicable requirements for retaining public records. All records stored electronically shall be provided
to the Customer, upon request from the Customer’s custodian of public records, in a format that is compatible
with the information technology systems of the Customer.
6.
Article 3 of the EDI PSA is hereby modified to read as follows:
Pursuant to Section 218.73 and 218.74, Florida Statutes, once Comcast accepts a Sales Order for Services,
Comcast will invoice Customer for all Custom Installation Fee(s). Customer will pay the Custom Installation
Fee(s) within forty-five (45) days of the invoice date unless a payment schedule is specified in the applicable
Sales Order.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Amendment No.
FL-9376446-jaran/A1
Comcast Cable Communications Management, LLC
CONFIDENTIAL and PROPRIETARY
KA
Page 3
7.
Article 6.2 of the EDI PSA is hereby modified to read as follows:
Termination Charges for On-Net Services.
A.
In the event that On-Net Service is terminated following Comcast’s acceptance of the applicable Sales
Order, but prior to the Service Commencement Date, Customer shall pay Termination Charges equal to the
costs and expenses incurred by Comcast in installing or preparing to install the On-Net Service plus ten percent
(10%).
B.
In the event that On-Net Service is terminated on or following the Service Commencement Date but
prior to the end of the applicable Service Term, Customer shall pay Termination Charges equal to a percentage
of the monthly recurring charges remaining for the unexpired portion of the then-current Service Term,
calculated as follows:
i.
100% of the monthly recurring charges with respect to months 1-12 of the Service Term; plus
ii.
65% of the monthly recurring charges with respect to months 13-24 of the Service Term; plus
iii.
50% of the monthly recurring charges with respect to months 25 through the end of the Service Term;
plus
iv.
100% of any remaining, unpaid Custom Installation Fees.
Termination Charges shall be immediately due and payable upon cancellation or termination and shall be in
addition to any and all accrued and unpaid charges for the Service rendered by Comcast through the date of
cancellation or termination.
C.
Termination Charges for Off-Net Services. In the event Customer terminates Off-Net Service
following Comcast’s acceptance of the applicable Sales Order but prior to the end of the applicable Service
Term, Customer shall pay Termination Charges equal to 100% of the monthly recurring charges remaining
through the end of the Service Term plus 100% of any remaining, unpaid Custom Installation Fees. Customer
shall also pay any third-party charges incurred by Comcast as a result of the early termination of Service by the
Customer. Comcast shall notify Customer of all Off-Net services being provided.
8.
Article 2 of the Transport PSA is hereby modified to read as follows:
Comcast’s pricing for Service may be subject to FCC, public service commission or other regulatory approval.
Further, Customer represents that its use of Service hereunder will be exclusively for the transmission of
communications that is classified as jurisdictionally interstate under FCC rules and regulations. For services for
which the endpoints of the service are in the same state, Customer specifically represents that more than ten
percent (10%) of the traffic transmitted via the Service will be interstate. (For this purpose, Customer’s
representation relates to the traffic carried over the Service rather than the locations of the physical endpoints of
the facility over which the Service is delivered.) If at any time during the term of the Agreement or any Service
Term, less than ten percent (10%) of the traffic transmitted via such Service(s) is interstate, Customer shall
immediately notify Comcast of the same in writing. Further, Comcast reserves the right, in its reasonable sole
discretion, to reclassify Customer’s use of Service as jurisdictionally interstate or intrastate, as appropriate.
Subject to the limits as set forth in in Section 768.28, Florida Statutes, customer agrees to indemnify, defend,
and hold Comcast harmless from any claims by third parties, including, without limitation, any governmental
entities, resulting from or arising out of Customer’s failure to properly represent or certify the jurisdictional
nature of its use of the Service(s).
9.
Article 3 of the Transport PSA is hereby modified to read as follows:
Pursuant to Section 218.73 and 218.74, Florida Statutes, once Comcast accepts a Sales Order for Services,
Comcast will invoice Customer for all Custom Installation Fee(s). Customer will pay the Custom Installation
Fee(s) within forty-five (45) days of the invoice date unless a payment schedule is specified in the applicable
Sales Order.
10.
Article 6.2 of the Transport PSA is hereby modified to read as follows:
Termination Charges for On-Net Services.
A.
Subject to Section 6.3, in the event that On-Net Service is terminated following Comcast’s acceptance
of the applicable Sales Order but prior to the Service Commencement Date, Customer shall pay Termination
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Amendment No.
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Comcast Cable Communications Management, LLC
CONFIDENTIAL and PROPRIETARY
KA
Page 4
Charges equal to one hundred (100%) of the costs and expenses incurred by Comcast in installing or preparing
to install the On- Net Service.
B.
Subject to Section 6.3, in the event that On-Net Service is terminated on or following the Service
Commencement Date but prior to the end of the applicable Service Term, Customer shall pay Termination
Charges equal to a percentage of the monthly recurring charges remaining for the unexpired portion of the then-
current Service Term, calculated as follows:
i.
100% of the monthly recurring charges with respect to months 1-12 of the Service Term; plus
ii.
65% of the monthly recurring charges with respect to months 13-24 of the Service Term; plus
iii.
50% of the monthly recurring charges with respect to months 25 through the end of the Service Term;
plus
iv.
100% of any remaining, unpaid Custom Installation Fees.
Termination Charges shall be immediately due and payable upon cancellation or termination and shall be in
addition to any and all accrued and unpaid charges for the Service rendered by Comcast through the date of
cancellation or termination.
C.
Termination Charges for Off-Net Services. Subject to Section 6.3, in the event that Off-Net Service is
terminated following Comcast’s acceptance of the applicable Sales Order but prior to the Service
Commencement Date, Customer shall pay Termination Charges equal to one hundred and twenty percent
(120%) of the costs and expenses incurred by Comcast in installing or preparing to install the Off- Net Service,
including any third-party incurred by Comcast as a result of the early termination of the Service. Comcast shall
notify Customer of all Off-Net services being provided.
D.
Subject to Section 6.3, in the event that Off-Net Service is terminated on or following the Service
Commencement Date but prior to the end of the applicable Service Term, Customer shall pay Termination
Charges equal to 100% of the monthly recurring charges remaining through the end of the Service Term plus
100% of any remaining, unpaid Custom Installation Fees. Customer shall also pay any third-party charges
incurred by Comcast as a result of the early termination of Service.
11.
Article 2 of the Intrastate PSA is hereby modified to read as follows:
Comcast’s pricing for Service may be subject to FCC, public service commission or other regulatory approval.
Further, Customer represents that its use of Service hereunder will be exclusively for the transmission of
communications that is classified as jurisdictionally interstate under FCC rules and regulations. For services for
which the endpoints of the service are in the same state, Customer specifically represents that more than ten
percent (10%) of the traffic transmitted via the Service will be interstate. (For this purpose, Customer’s
representation relates to the traffic carried over the Service rather than the locations of the physical endpoints of
the facility over which the Service is delivered.) If at any time during the term of the Agreement or any Service
Term, less than ten percent (10%) of the traffic transmitted via such Service(s) is interstate, Customer shall
immediately notify Comcast of the same in writing. Further, Comcast reserves the right, in its reasonable sole
discretion, to reclassify Customer’s use of Service as jurisdictionally interstate or intrastate, as appropriate.
Subject to limits as set forth in Section 768.28, Florida Statutes, customer agrees to indemnify, defend, and hold
Comcast harmless from any claims by third parties, including, without limitation, any governmental entities,
resulting from or arising out of Customer’s failure to properly represent or certify the jurisdictional nature of its
use of the Service(s).
12.
Article 3 of the Intrastate PSA is hereby modified to read as follows:
Pursuant to Section 218.73 and 218.74, Florida Statutes, once Comcast accepts a Sales Order for Services,
Comcast will invoice Customer for all Custom Installation Fee(s). Customer will pay the Custom Installation
Fee(s) within thirty (30) days of the invoice date unless a payment schedule is specified in the applicable Sales
Order.
13.
Article 6.2 of the Intrastate PSA is hereby modified to read as follows:
Termination Charges for On-Net Services.
A.
Subject to Section 6.3, in the event that On-Net Service is terminated following Comcast’s acceptance
of the applicable Sales Order but prior to the Service Commencement Date, Customer shall pay Termination
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Amendment No.
FL-9376446-jaran/A1
Comcast Cable Communications Management, LLC
CONFIDENTIAL and PROPRIETARY
KA
Page 5
Charges equal to one hundred (100%) of the costs and expenses incurred by Comcast in installing or preparing
to install the On- Net Service.
B.
Subject to Section 6.3, in the event that On-Net Service is terminated on or following the Service
Commencement Date but prior to the end of the applicable Service Term, Customer shall pay Termination
Charges equal to a percentage of the monthly recurring charges remaining for the unexpired portion of the then-
current Service Term, calculated as follows:
i.
100% of the monthly recurring charges with respect to months 1-12 of the Service Term; plus
ii.
65% of the monthly recurring charges with respect to months 13-24 of the Service Term; plus
iii.
50% of the monthly recurring charges with respect to months 25 through the end of the Service Term;
plus
iv.
100% of any remaining, unpaid Custom Installation Fees.
Termination Charges shall be immediately due and payable upon cancellation or termination and shall be in
addition to any and all accrued and unpaid charges for the Service rendered by Comcast through the date of
cancellation or termination.
C.
Termination Charges for Off-Net Services. Subject to Section 6.3, in the event that Off-Net Service is
terminated following Comcast’s acceptance of the applicable Sales Order but prior to the Service
Commencement Date, Customer shall pay Termination Charges equal to one hundred and twenty percent
(120%) of the costs and expenses incurred by Comcast in installing or preparing to install the Off- Net Service,
including any third-party incurred by Comcast as a result of the early termination of the Service. Comcast shall
notify Customer of all Off-Net services being provided.
D.
Subject to Section 6.3, in the event that Off-Net Service is terminated on or following the Service
Commencement Date but prior to the end of the applicable Service Term, Customer shall pay Termination
Charges equal to 100% of the monthly recurring charges remaining through the end of the Service Term plus
100% of any remaining, unpaid Custom Installation Fees. Customer shall also pay any third-party charges
incurred by Comcast as a result of the early termination of Service.
14.
In the event of an explicit conflict between this Amendment and the Agreement, the terms and conditions of this
Amendment shall take precedence in the interpretation of the explicit matter in question.
15.
Except as expressly modified by this Amendment, all other terms and conditions set forth in the Agreement
shall remain in full force and effect and are hereby ratified and confirmed by the Parties.
16.
Insurance. Comcast shall provide and maintain at all times during the term of this Contract, without
cost or expense to the County, such commercial (occurrence form) or comprehensive general liability,
workers compensation, professional liability, and other insurance policies as detailed in Exhibit “E”.
The policy limits required are to be considered minimum amounts. Comcast shall provide to the County
a Certificate of Insurance for evidencing all required policies of insurance on an ACORD form. Said
certificates shall provide that the Nassau County Board of County Commissioners is an additional
insured under the required Commercial General Liability policy, and that notice of cancellation of the
required policies shall be given in accordance with policy provisions. All insurance policies shall be
issued by responsible companies who are rated at least A- VII by AM Best and licensed and authorized
under the laws of the State of Florida.
17.
Human Trafficking Affidavit. Upon execution, renewal or extension of this Contract, the Vendor shall
provide the County on a form approved by the County an affidavit signed by an officer or a
representative of the Vendor under penalty of perjury attesting that the Vendor does not use coercion
for labor or services as defined in Section 787.06, Florida Statutes.
IN WITNESS WHEREOF,
the Parties hereto have executed this Amendment as of the day and year
written below and the persons signing covenant and warrant that they are duly authorized to sign for and
on behalf of the respective Parties. Except as otherwise modified by this Amendment, all other terms and
conditions set forth in the Agreement shall remain in full force and effect.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Amendment No.
FL-9376446-jaran/A1
Comcast Cable Communications Management, LLC
CONFIDENTIAL and PROPRIETARY
KA
Page 6
Nassau County BOCC
Comcast Cable Communications Management, LLC
Signature:
Signature:
Printed Name:
Printed Name:
Title:
Title:
Date:
Date:
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Taco Pope
County Manager
11/8/2024
Vice President, Sales Enablement
Michael Mazza
Chairman
John Martin
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GENERAL TERMS AND CONDITIONS
("General Terms and Conditions")
ARTICLE 1: DEFINITIONS
For purposes of these General Terms and Conditions
,
the
following terms shall have the meanings specified below.
Affiliate:
With respect to each party, any entity that controls
,
is
controlled by
,
or is under common control with such party. For
the purposes of this definition
,
"control" shall mean ownership
of at least fifty percent (50%) of the voting stock or other voting
ownership interest in an entity
.
Agreement:
Collectively, these General Terms and Conditions
,
the Service Agreement (E-Rate) Cover Page executed by the
Customer and accepted by Comcast
,
any applicable Product
Specific Attachment, and each binding Sales Order and/or
Statement of Work.
Comcast:
The operating Affiliate of Comcast Cable
Communications Management, LLC that provides the Services
.
References to Comcast in Article 5 and Article 6 shall also
include its Affiliates and their respective directors
,
officers
,
and
employees.
Comcast Equipment:
Any and all facilities, equipment or
devices provided by Comcast or its authorized contractors at the
Service Location(s) that are used to deliver the Services.
Notwithstanding the foregoing, inside telephone wiring within
a Service Location
,
whether or not installed by Comcast, shall
not be considered Comcast Equipment.
Confidential Information:
All information regarding either
party's business which has been marked or is otherwise
communicated a
s
being
"
proprietary" or "confidential" or
which reasonably should be known by the receiving party to be
proprietary or confidential information. Without limiting the
foregoing
,
Confidential Information shall include
,
even if not
marked, the Agreement, all Licensed Software
,
promotional
materials, proposals, quotes, rate information, discount
information,
subscriber
information,
network
upgrade
information and schedules
,
network operation information
(including without limitation information about outages and
planned maintenance), and invoices, as well as the parties
'
communications
regarding
such
items.
Confidential
Information does not include any data transmitted over or
through the Services.
Customer:
The entity named on the Service Agreement (E-
Rate) Cover Page
.
Customer-Provided Equipment:
All facilities
,
equipment,
and devices supplied by Customer, or by a party not contracted
by Comcast
,
for use in connection with the Services
.
Network:
The Comcast Equipment
,
fiber optic
,
or coaxial cable
associated with electronics and other equipment used to provide
the Services
,
including any such equipment not located on or at
the Service Location(s).
Product Specific Attachment(s) or PSA(s):
The additional
terms and conditions applicable to each of the Services.
Sales Order:
An order form for the provision of Services to a
Service Location(s) on (a) the then-current Comcast form
designated for such purpose or (b) such other form, or in such
other manner, as may be agreed upon by the parties. Each
Statement of Work shall be considered a Sales Order.
Service(s):
Service(s) provided by Comcast pursuant to a Sales
Order or Statement of Work
.
All Services provided under the
Agreement are for commercial
,
non-residential use only. Except
as expressly provided in a Sales Order
,
Statement of Work, or
PSA
,
all Services provided under the Agreement ar
e
for
domestic use only
.
Service Commencement Date:
With respect to each Service,
"Service Commencement Date" shall have the meaning
specified in the PSA applicable to such Service or in the
Statement of Work, it being understood that a single Sales Order
containing multiple Service Locations or Services may have
multiple Service Commencement Dates
.
Service Location(s):
The Customer location(s) where Comcast
provides the Services.
Service Term:
As specified in a Sales Order or Statement of
Work, the duration of time (which shall commence on the
Service Commencement Date) for which Services are ordered.
Statement of Work (SOW):
The specific terms under which
Comcast will provide certain customized services to Customer,
including all attached appendices and exhibits, if any.
Termination Charges:
Charges that may be imposed by
Comcast upon early termination of a Service as specified in the
applicable PSA
.A
Website:
The Comcast website where the General Terms and
Conditions
,
PSA
s
, the Privacy Policy
,
and the AUP are posted.
The current URL for the Website is
https:
//
business.comcast.com
/
terms-conditions-ent (as the same
may be updated by Comcast from time-to-time)
.
ARTICLE 2. DELIVERY OF SERVICE
2.1
Orders.
To request Service at a Service Location(s),
Customer may request from Comcast a Sales Order or SOW.
If
Customer wishes to move forward with the provision of the
requested Service(s), Customer shall sign and return the Sales
Order or SOW to Comcast
,
at which time it will become binding,
subject to an engineering review. Each Sales Order or SOW
submitted by Customer may be subject to an engineering
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review which will determine whether and to what extent the
Network must be extended, built, or upgraded in order to
provide the ordered Services. After any such engineering
review, Comcast will provide Customer written notification in
the event Service installation at any Service Location will
require an additional non-recurring installation fee ("Cu
s
tom
Installation Fee" or "Construction Charges"). Notwithstanding
anything to the contrary contained in this Article 2
.
1, Customer
shall have thirty (30) days from receipt of such notice to reject
the Custom Installation Fee and terminate the affected Service
Location(s). In addition to the foregoing, if Comcast's cost of
installing the applicable Services (including any applicable
construction costs) increases following Customer's acceptance
of the Custom Installation Fee such that Comcast's internal rate
of return ("IRR") for the applicable Services is unacceptable to
Comcast, as reasonably determined by Comcast
,
then (i)
Comcast may increase the monthly recurring charge or Custom
Installation Fee, as agreed to by Customer or (ii) if Customer
does not agree to such increase, Comcast may terminate the
applicable Sales Order or SOW upon ten (10) days' notice to
Customer, without penalty.
2.2
Access.
To deliver Services to Customer, Comcast may
require access, right-of-way, conduit, and
/
or common room
space within and
/
or outside each Service Location and facility
containing the Service Location ("Access
"
)
.
Within each Service
Location and facility containing the Service Location
,
Customer
shall be solely responsible for securing and maintaining such
Access as Comcast may require to deliver the Services
.
In the
event that Customer fails to secure or maintain such Access
,
Comcast (i) may upon thirty (30) days prior written notice
cancel or terminate Service at such Service Location and such
termination
s
hall be subject to applicable Termination Charges
and (ii)
s
hall be excused from its obligations with respect to the
Service(s) at such Service Location (including any obligation to
issue service credits) until such time as Customer provides
Comcast with the necessary Access
.
If
Comcast is unable to
secure or maintain Access outside a particular Service Location
,
which Access is needed to provide Services to such Service
Location, Customer or Comcast may cancel or terminate
Service at such Service Location, without further liability
beyond the termination date, upon a minimum thirty (30) days'
prior written notice to the other party
.
2.3
Hazardous Materials.
If
the presence of asbestos or
other hazardous materials exists or is detected at a Service
Location or within the building where the Service Location is
located
,
Comcast may immediately stop providing and
/
or
installing Services until such materials are removed. Customer
shall be responsible for any additional expense incurred by
Comcast as a result of encountering, or in the avoidance of,
hazardous materials.
2.4
Equipment.
A.
Comcast Equipment.
Comcast may, in its sole
discretion, remove or change Comcast Equipment. Customer
shall not move
,
disconnect
,
attempt to repair, or otherwise
tamper with any Comcast Equipment or permit others to do so,
and shall not use the Comcast Equipment for any purpose other
than as authorized by the Agreement. Customer shall (i) provide
an adequate environmentally controlled space and such
electricity as may be required for installation, operation, and
maintenance of the Comcast Equipment and (ii) be responsible
for damage to
,
or loss of, Comcast Equipment caused by its acts
or omissions
,
or by fire, theft, or other casualty at the Service
Location(s)
,
unless caused by the gross negligence or willful
misconduct of Comcast. Comcast shall maintain
,
at its cost
,
Comcast Equipment during the term of this Agreement;
provided
,
however
,
that such maintenance shall be at Customer
'
s cost to the extent it is related to causes other than the ordinary
and proper use of the Comcast Equipment. Upon termination or
expiration of this Agreement and
/
or any Sales Order or SOW,
Customer shall be responsible for the return of all applicable
Comcast Equipment. Until such time as the Comcast Equipment
is returned to Comcast
,
Comcast may continue to invoice
Customer for the monthly fee applicable to such Comcast
Equipment.
If
any returned Comcast Equipment has been
damaged and/or destroyed other than by Comcast or its agents
,
normal wear and tear excepted, Comcast may, in its sole
discretion, invoice Customer for the manufacturer's list price of
such Comcast Equipment or the cost of repair.
B.
Customer-Provided Equipment.
Customer shall have
sole responsibility for providing maintenance, repair, operation,
and replacement of all Customer-Provided Equipment
,
inside
telephone wiring
,
and other Customer equipment and facilities
on the Customer's side of the Demarcation Point. "Demarcation
Point" means the point of interconnection between the Network
and Customer-Provided Equipment located at a Service
Location. Neither Comcast nor its employees
,
Affiliates
,
agents
,
or contractors shall (i) have any obligation to install, operate, or
maintain Customer- Provided Equipment or (ii) be liable for any
damage
,
loss, or destruction to Customer-Provided Equipment,
unless caused by the gross negligence or willful misconduct of
Comcast. Customer-Provided Equipment shall at all times be
compatible with the Network
.
Customer shall be responsible for
the payment of service charges for visits by Comcast's
employees or agents to a Service Location when the service
difficulty or trouble report results from Customer-Provided
Equipment.
2.5
Network; Intellectual Property; IP Addresses.
A.
The Network is and shall remain the property of
Comcast regardless of whether installed within, upon
,
overhead,
above, or underground at or near the Service Location and shall
not be considered a fixture or an addition to the land or the
Service Location(s) located thereon. Customer agrees that it
shall take no action that directly or indirectly impairs Comcast's
title to the Network, or any portion thereof
,
or exposes Comcast
to any claim
,
lien
,
encumbrance
,
or legal
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process, except as otherwise agreed in writing by the parties.
Nothing in this Agreement shall preclude Comcast from using
the Network for services provided to other Comcast customers,
it being understood that, with respect to any Ethernet Services,
the access circuit between a Service Location and the applicable
Comcast Network gateway switch shall be solely used to
provide the applicable Ethernet Services to Customer.
B.
Title and intellectual property rights to (i) the Services
and (ii) any computer software or code provided by Comcast to
use the Services, including
,
but not limited to, associated
documentation, and all updates thereto ("Licensed Software")
are, in each case, owned by Comcast
,
its agents, suppliers, or
affiliates or their licensors or otherwise by the owners of such
material. The copying, redistribution, bundling, or publication
of the Services, in whole or in part, without the express prior
written consent of Comcast or other owner of such material, is
prohibited.
C.
The Agreement provides no right to use any party
'
s or
its Affiliates
'
trademarks
,
service marks, or trade names, or to
otherwise refer to the other party in any marketing, promotional
,
or advertising materials or activities.
License Grant.
If
Customer requires the use of Licensed
Software from Comcast in order to use the Services, Customer
shall have a nonexclusive, nontransferable
,
and limited license
to use such Licensed Software in object code only and solely to
the extent necessary to use the applicable Service during the
corresponding Service Term. Customer may not claim title to,
or an ownership interest in, any Licensed Software (or any
derivations or improvements thereto)
,
and Customer shall
execute any documentation reasonably required by Comcast,
including, without limitation, end-user license agreements, for
the Licensed Software
.
Customer shall not: (i) copy the
Licensed Software (or any upgrades thereto or related written
materials) except for emergency back-up purposes or as
permitted by the express written consent of Comcast
;
(ii) reverse
engineer, decompile, or disassemble the Licensed Software; (iii)
sell, lease, license, or sublicense the Licensed Software; or (iv)
create, write, or develop any derivative software or any other
software program based on the Licensed Software. Customer
acknowledges that the use of Service may periodically require,
and consents to Comcast's provision of, updates and/or changes
to the Licensed Software resident in the Comcast Equipment or
Customer Provided-Equipment.
ARTICLE 3. BILLING AND PAYMENT
2.1
Charges; Changes to MRC; Taxes.
A.
Customer agrees to pay all charges associated with the
Services, including
,
but not limited to, any fees or payment
obligations in connection with the Services imposed by
governmental or quasi-governmental bodies in connection with
the sale, installation
,
use
,
or provision of the Services (e.g.
,
applicable franchise fees
,
right of way fees
,
and Universal
Service Fund charges) regardless of whether Comcast or its
Affiliates pay the fees directly or are required or permitted by
law to collect them from Customer. Any failure on the part of
Customer to be ready to receive Service, or any refusal on the
part of Customer to receive Service, shall not relieve Customer
of its obligation to pay charges for any Service that is otherwise
available for use
.
For the avoidance of doubt, Comcast shall not
be responsible for any purchases made by Customer or its end
users while using the Services.
B.
With respect to each Sales Order, Comcast may, upon
thirty (30) days prior written notice to Customer (or such longer
period as may be required by law), modify the monthly
recurring service charges applicable to (i) Ethernet and Internet
Services at any time after the expiration of the initial Service
Term and (ii) any other services at any time. Customer
acknowledges and agrees that such notice requirement may be
satisfied by including notice of a monthly recurring service
charge modification(s) in a Customer invoice. Customer shall
have thirty (30) days from receipt of any such notice to cancel
the applicable Service without liability for Termination
Charges. Should Customer fail to cancel within such timeframe
,
Customer shall be deemed to have accepted the modified
Service pricing. Notwithstanding anything to the contrary
contained in this Article 3
.
2(B)
,
Comcast may modify
equipment charges upon notice to Customer.
C.
Except to the extent Customer provides a valid tax
exemption certificate prior to the delivery of Service, Customer
shall be responsible for the payment of any and all applicable
local, state
,
and federal taxes or fees (however designated).
Customer shall also be responsible to pay any taxes that become
applicable retroactiv ely
.
3.2
Payment Terms; Disputes.
A.
Except as otherwise indicated herein or in a PSA,
Comcast will invoice Customer in advance on a monthly basis
for all monthly recurring charges and fees arising under the
Agreement. All other charges will be billed monthly in arrears,
including without limitation, certain usage-based charges.
Pursuant to Sections 218. 73 and 218.74, Florida Statutes
Payment is due within forty-five (45) days after the invoice date.
If
a Service Commencement Date is not the first day of a billing
period, Customer's first monthly invoice shall include any pro-
rated charges for the Services from the Service Commencement
Date to the start of the next billing period. Except to the extent
otherwise prohibited by law, Customer will be assessed a
service charge up to the full amount permitted under applicable
law for any check or other instrument used to pay for the
Services that has been rejected by the bank or other financial
institution. Subject to Customer
'
s right to dispute charges in
accordance with Article 3
.
2(B)
,
any payment not made when
due will be subject to a late charge equal to (i) 1.5% per month
or (ii) the highest rate allowed by law
,
whichever is lower.
If
Comcast is required to use a collection agency or attorney to
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Comcast Equipment
,
Customer agrees to pay all reasonable
costs of collection or other action. No acceptance of partial
payment(s) by Comcast shall constitute a waiver of any rights
to collect the full balance owed under the Agreement.
B.
If
Customer disputes any portion of an invoice,
Customer shall pay the undisputed portion of the invoice and
submit
a
written
claim,
including
all
substantiating
documentation
,
to Comcast for the disputed amount of the
invoice by the invoice due date. The parties shall negotiate in
good faith to resolve any billing dispute submitted by Customer
pursuant to this Article 3
.
2(B). Under no circumstances may
Customer submit a billing dispute to Comcast later than ninety
(90) days following Customer's receipt of the applicable
invoice.
3.3
Credit Approval and Deposits.
Delivery of Services
may be subject to credit approval. Customer authorizes Comcast
to make inquiries and to receive information about Customer
'
s
credit history from others and to enter this information in
Customer's records. Comcast, in its sole discretion, may deny
the Services based upon an unsatisfactory credit history. Subject
to applicable regulations, Comcast may require Customer to
make a deposit as a condition to Comcast's provision of the
Services.
ARTICLE 4. TERM
&
TERMINATION
4.1
Sales Order Term.
Upon the expiration of the
Service Term applicable to a Sales Order, each Service
Term
s
hall automatically renew for successive periods of
one (1) year each (each
,
a "Renewal Term")
,
unless prior
written notice of non-renewal is delivered by either party to
the other at least thirty (30) days before the expiration of the
Service Term or the then current Renewal Term
.
To the
extent the initial Service Term or a Renewal Term applicable
to a Sales Order extends beyond the expiration date of the
term of the Agreement, such Sales Order shall continue to
be governed by the terms and condition
s
of the Agreement.
The term of the Agreement commences on the Effective
Date and continues for the time set forth on the Service
Agreement Cover Page.
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4.2
Termination for Convenience.
Notwithstanding any
other term or provision in this Agreement, Customer shall have
the right, in its sole discretion
,
to terminate any or all Sales
Order(s) or SOW(s)
a
t any time, upon thirty (30) days prior
written notice to Comca
s
t (subject to applicable Termination
Charges)
.
4.3
Termination for Cause.
If
either p
a
rty breaches any
material term of the Agreement and the breach continues un-
remedied for thirty (30) days after written notice of default, the
other party may terminate for cause any Sales Order or SOW
materially affected by the breach
.
In addition to its other
remedies
,
if the Customer is in breach of a payment obligation
and fails to make payment in full within thirty (30) days after
written notice of default
,
Comcast may suspend the Service(s)
under the affected Sales Order(s) or SOW(s). Subject to
applicable law
,
either party may terminate a Sales Order or
SOW imm
e
diately upon notice to the other party if the other
party has become insolvent or involved in liquidation or
termination of its business
,
or adjudicated bankrupt
,
or been
involved in an assignment for the benefit of its creditors.
4.4
Effect of Expiration/Termination of a Sales Order
or SOW.
Upon the expiration or termination of a Sales Order
or SOW for any rea
s
on, Comcast (i)
s
hall disconnect the
applicable Service and (ii) may assess and collect from
Customer applicable Termination Charges (unless the Service
is terminated by Customer pursuant Article 4.3 above).
Termination by either party of a Sales Order or SOW does not
waive any other rights or remedies that it may have under this
Agreement.
ARTICLE 5. LIMITATION OF LIABILITY;
DISCLAIMER OF WARRANTIES
5.1
Limitation of Liability.
A.
THE AGGREGATE LIABILITY OF COMCAST
AND ITS AGENTS, SUPPLIERS, AND LICENSORS FOR
ANY AND ALL LOSSES, DAMAGES, AND CAUSES OF
ACTION ARISING OUT OF THE AGREEMENT,
INCLUDING,
BUT
NOT
LIMITED
TO,
THE
PERFORMANCE
OF
SERVICE,
AND
NOT
OTHERWISE LIMITED HEREUNDER, WHETHER IN
CONTRACT, TORT, OR OTHERWISE, SHALL NOT
EXCEED DIRECT DAMAGES EQUAL TO THE SUM
TOTAL OF PAYMENTS MADE BY CUSTOMER TO
COMCAST DURING THE THREE (3) MONTHS
IMMEDIATELY
PRECEDING
THE
EVENT
FOR
WHICH
DAMAGES
ARE
CLAIMED.
THIS
LIMITATION SHALL NOT APPLY TO COMCAST'S
INDEMNIFICATION OBLIGATIONS AND CLAIMS
FOR DAMAGE TO PROPERTY AND/OR PERSONAL
INJURIES (INCLUDING DEATH) ARISING OUT OF
THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF COMCAST
WHILE ON THE
CUSTOMER SERVICE LOCATION.
B.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THE AGREEMENT, IN
NO EVENT SHALL THE AGGREGATE LIABILITY OF
COMCAST AND ITS AGENTS, SUPPLIERS, AND
LICENSORS UNDER THIS AGREEMENT FOR ALL
INDEMNIFICATION OF INTELLECTUAL PROPERTY
CLAIMS UNDER SECTION 6(i) OF THESE GENERAL
TERMS AND CONDITIONS EXCEED THE GREATER
OF (I)
ONE (1) MILLION DOLLARS ($1,000,000) AND
(II)
THE SUM TOTAL OF PAYMENTS MADE BY
CUSTOMER DURING THE TWELVE (12) MONTH
PERIOD IMMEDIATELY PRECEDING THE DATE ON
WHICH THE INTELLECTUAL PROPERTY CLAIM
FIRST AROSE.
C.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THE AGREEMENT, IN
NO EVENT SHALL COMCAST AND ITS AGENTS,
SUPPLIERS, AND LICENSORS BE LIABLE FOR ANY
LOSS, DAMAGE, OR CLAIM ARISING OUT OF OR
RELATED TO: (1) CONTENT OR DATA RECEIVED OR
DISTRIBUTED BY CUSTOMER OR ITS USERS
THROUGH THE SERVICES; (2) ANY ACT OR
OMISSION OF CUSTOMER, ITS USERS, OR THIRD
PARTIES NOT UNDER THE CONTROL OF COMCAST;
(3)
INTEROPERABILITY,
INTERACTION,
OR
INTERCONNECTION OF THE SERVICES WITH
APPLICATIONS,
EQUIPMENT,
SERVICES,
OR
NETWORKS PROVIDED BY CUSTOMER OR THIRD
PARTIES NOT UNDER THE CONTROL OF COMCAST;
OR (4) LOSS OR DESTRUCTION OF ANY CUSTOMER
HARDWARE,
SOFTWARE,
FILES,
OR
DATA
RESULTING
FROM
ANY
VIRUS
OR
OTHER
HARMFUL FEATURE OR FROM ANY ATTEMPT TO
REMOVE IT. CUSTOMER IS SOLELY RESPONSIBLE
FOR BACKING UP ITS DATA, FILES, AND SOFTWARE
PRIOR TO THE INSTALLATION OF SERVICE AND AT
REGULAR INTERVALS THEREAFTER.
D.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR ANY INCIDENT AL, INDIRECT, SPECIAL,
COVER,
PUNITIVE,
OR
CONSEQUENTIAL
DAMAGES, WHETHER OR NOT FORESEEABLE, OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY
LOSS OF REVENUE, LOSS OF USE, LOSS OF
BUSINESS, OR LOSS OF PROFIT WHETHER SUCH
ALLEGED LIABILITY ARISES IN CONTRACT OR
TORT;
PROVIDED,
THAT,
THE
FOREGOING
LIMITATION SHALL NOT LIMIT CUSTOMER'S
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AMOUNTS
OWED
FOR
THE
SERVICES, FOR ANY EQUIPMENT OR SOFTWARE
PROVIDED BY COMCAST, OR FOR TERMINATION
CHARGES.
5.2
Disclaimer of Warranties. TO THE MAXIMUM
EXTENT ALLOWED BY LAW, COMCAST EXPRESSLY
DISCLAIMS
ALL
EXPRESS,
IMPLIED,
AND/OR
STATUTORY WARRANTIES, INCLUDING, BUT NOT
LIMITED
TO,
WARRANTIES
OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NONINFRINGEMENT.
Without
limiting the generality of the foregoing
,
and except as otherwise
identified in a PSA
,
Comcast does not warrant that the Services
,
Comcast Equipment, or Licensed Software will be uninterrupted,
error-free, or free of latency or delay
,
or that the Services
,
Comcast
Equipment, or Licensed Software will meet Customer's
requirements, or that the Services
,
Comcast Equipment, or
Licensed Software will prevent unauthorized access by third
parties. Customer acknowledges and agrees that the Services are
not fail-safe and are not designed or intended for use in situations
requiring fail-safe performance or in which an error or interruption
in the Services could lead to severe injury to business
,
persons,
property, or environment.
5.3
Exclusive Remedies.
Customer's sole and exclusive
remedies are as expressly set forth in the Agreement. In those
states where Customer's remedies cannot be so limited
,
the
liability of Comcast is limited to the maximum extent permitted
by law.
ARTICLE 6. INDEMNIFICATION
6.1
Comcast's Indemnification Obligations.
Subject to
Sections 5
.
l(B)
,
5
.
l(C)
,
and 5
.
l(D) and any other limitations
contained in the Agreement, Comcast shall indemnify
,
defend
,
and
hold harmless Cu
s
tomer
,
its Affiliates and their respective
employees
,
directors
,
officers, and agents (the "Customer
Indemnified Parties
"
) from and against all damages, liabilities,
losses
,
and expenses (including reasonable attorneys' fees) arising
out of a claim or demand by a third party ("Claims") incurred as a
result of (i) infringement of U.S
.
patent or copyright law based
solely on Comcast Equipment or Licensed Software
;
provided
,
that
,
Comcast shall have no liability for any claim of infringement
arising from
:
(a) Comcast's compliance with any designs
,
specifications
,
or instructions of Customer
;
(b) modification or
alteration of the Licensed Software or Comcast Equipment by
Customer or a third party without the prior knowledge and written
approval of an authorized officer of Comcast
;
(c) use of the Licensed
Software or Comcast Equipment in a way not authorized in writing
by an authorized officer of Comcast
;
and/or (d) Customer's failure
to use an updated version of the Licensed Software or Comcast
Equipment which has been provided
,
or made available, to
Customer and (ii) damage to tangible personal property or real
property
,
and personal injuries (including death) to the extent
caused by the gross negligence or willful misconduct of Comcast
while working on the Service Locations. For purposes
of this Article 6.1
,
any claims by any end-user of the Services shall
not be included in the definition of Claims
.
6.2
Customer's Indemnification Obligations.
Subject to
the limits set forth in Section 768.28, Florida Statutes,
Customer
shall indemnify, defend, and hold harmless Comcast and its
agent
s
, suppliers, and licensors from any and all Claims arising
on account of or in connection with Customer's and its users' use
or sharing of the Service provided under the Agreement,
including with respect to: (i) any content received or distributed
by Customer or its users through the Service; (ii) libel, slander
,
infringement of copyright
,
or unauthorized use of trademark
,
trade
name, or service mark arising out of communications via the
Service; (iii) for patent infringement arising from Customer's
combining or connection of Customer-Provided Equipment to use
the Service; and (iv) for damage arising out of the gross
negligence or willful misconduct of Customer.
6.3
Indemnification Procedures.
To the extent a party
may be entitled to indemnification under this Agreement (an
"Indemnified Party")
,
such Indemnified Party shall (i) promptly
notify the other party (the "Indemnifying Party") in writing of
any pending or threatened Claim that gives rise to a right of
indemnification (an "Action
"
) and (ii) cooperate in every
reasonable way to facilitate the defense or settlement of such
Action
.
The Indemnifying Party shall assume the defense of any
Action with counsel selected by the Indemnifying Party
.
The
Indemnified Party may employ its own counsel in any such case
and shall pay such counsel's fees and expenses. The
Indemnifying Party shall have the right to settle any Action
;
provided
,
however, that to the extent that such settlement
requires the Indemnified Party to take or refrain from taking any
action or purports to obligate the Indemnified Party
,
then the
Indemnifying Party shall not settle such Action without the prior
written consent of the Indemnified Party, which consent shall
not be unreasonably withheld, conditioned
,
or delayed.
ARTICLE
7.
CONFIDENTIAL INFORMATION AND
PUBLICITY
7.1
Disclosure and Use.
All Confidential Information
disclosed by either party shall, during the term of the Agreement
and for two (2) years after the expiration or termination thereof
(or such longer period as may be required by law), shall not be
disclosed to any third party without the disclosing party's
express written consent. Notwithstanding the foregoing
,
such
information may be disclosed (A) to the receiving party's
employees, affiliates, and agents who have a need to know for
the purpose of performing under this Agreement
,
using the
Services
,
and rendering the Services (provided that in all cases
the receiving party shall take appropriate measures prior to
disclosure to its employees, affiliates, and agents to assure
against unauthorized use or disclosure) or (B) as otherwise
authorized by this Agreement. Each party
'
s confidentiality
obligations hereunder shall not apply to information that: (A) is
already known to the receiving party without a pre-existing
restriction as to disclosure
;
(B) is or becomes publicly available
without fault of the receiving
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third party without restriction as to disclosure or is approved for
release by written authorization of the disclosing party; or (D) is
developed independently by the receiving party without use of
the disclosing party's Confidential Information. Each party
agrees to treat all Confidential Information of the other in the
same manner as it treats its own proprietary information, but in
no case using less than a reasonable degree of care.
If
either party
is required to disclose Confidential Information pursuant to a
judicial order or other compulsion of law, such party shall be
permitted to make such disclosure provided that it: (a) limits the
disclosure to only that information which is required to be
disclosed by such order or legal requirement, (b) if permitted
,
provides the disclosing party with prompt notice of such order
,
and (c) reasonably assists the disclosing party in obtaining a
protective order, if requested and at the disclosing party's
expense.
7.2
Publicity.
Neither party shall issue any publication or
press release relating to, or otherwise disclose the existence of
,
the terms and conditions of any contractual relationship between
Comcast and Customer without the prior written consent of the
other party. Notwithstanding the foregoing, Comcast may
include Customer's name on Comcast's customer lists together
with a description of Services purchased (financial terms not to
be disclosed).
If
Customer wishes to remove Customer's name
from such list or to limit the foregoing use of Customer's name,
Customer may contact Comcast as set forth in Article 9.3 of
these General Terms and Conditions and Comcast will effect
such removal.
7.3
Remedies.
Notwithstanding any other Article of this
Agreement, the non-breaching party shall be entitled to seek
equitable relief to protect its interests pursuant to this Article 7,
including, but not limited to, injunctive relief
.
ARTICLE 8. PROHIBITED USES; COMCAST
POLICIES
8.1
Prohibited Uses; Comcast Policies.
Customer is
prohibited from using, or permitting the use of, any Service (i)
for any purpose in violation of any law, rule
,
regulation, or
policy of any government authority; (ii) in violation of the
Comcast Acceptable Use Policy ("AUP") available on the
Website; (iii) for any use as to which Customer has not obtained
all required government approvals, authorizations, licenses,
consents, or permits; or (iv) to interfere unreasonably with the
use of Comcast service by others or the operation of the
Network
.
Customer is responsible for the compliance of its users
with the provisions of the Agreement. Customer may not sell
,
resell, sublease
,
assign, license, sublicense, share, provide, or
otherwise utilize in conjunction with a third party (including
,
without limitation, in any joint venture or as part of any
outsourcing activity) the Services or any component thereof.
Customer acknowledges and agrees that use of the Services,
including by Customer, its Affiliates, and any users, shall be
subject to the AUP. Notwithstanding anything to the
contrary contained in Section 4.3, Comcast reserves the right to
act immediately and without notice to (a) terminate or suspend
the Agreement and
/
or any Services if Comcast determines that
such use or information is in violation of this Article 8.1 and
such termination will constitute a termination for cause and (b)
terminate or suspend the Services in the event of fraudulent use
of Customer's Services. Customer acknowledges and agrees that
Comcast is not obligated to detect or report unauthorized or
fraudulent use of the Services to Customer.
8.2
Privacy Policy.
Comcast will comply with the
Comcast Privacy Policy ("Privacy Policy") which is available at
the Website.
Comcast is not responsible for any information
provided by Customer to third parties
and
Customer assumes all
privacy and other risks associated with providing personally
identifiable information to third parties via the Services.
ARTICLE 9. MISCELLANEOUS TERMS
9.1
Force Majeure.
Neither party nor its Affiliates shall
be liable to the other party for any delay
,
failure in performance,
loss, or damage to the extent caused by force majeure conditions
such as acts of God, fire, explosion, power blackout, cable cuts
,
acts of regulatory or governmental agencies, unforeseeable third
party actions
,
or other causes beyond the party's reasonable
control, except that Customer's obligation to pay for Services
provided under the Agreement shall not be excused. Changes in
economic
,
business, or competitive condition shall not be
considered force majeure events.
9.2
Assignment or Transfer.
Customer shall not assign
any right, obligation, or duty
,
in whole or in part, nor of any
other interest hereunder, without the prior written consent of
Comcast
,
which shall not be unreasonably withheld. All
obligations and duties of either party hereunder shall be binding
on all successors in interest and permitted assigns of such party.
9.3
Notices.
Except as otherwise identified herein, any
notice sent pursuant to the Agreement shall be deemed given
and effective when sent by e-mail (confirmed by certified mail),
or when delivered by overnight express or other express
delivery service
,
in each case
,
to the following addresses (or to
such other addresses as a party may designate by written notice
to the other party)
:
(i) with respect to Customer, to the address
set forth on any Sales Order
;
or (ii) with respect to Comcast
,
to:
Vice President of Sales Operations (Comcast Business)
,
One
Comcast Center, 1701 JFK Blvd
.
, Philadelphia
,
PA 19103, with
a
copy
to
Legal_Notices
@
comcast.com.
Alternatively,
Customer may send termination notice to Comcast through the
Comcast disconnection portal found at the following URL:
https:
/
/business.comcast.com/landingpage
/
disconnect
(as the
same may be updated by Comcast from time-to-time).
9.4
Amendments; Changes to the Agreement.
A.
The Agreement may not be amended except by a written
agreement
executed
by
the
parties
;
provided
,
that,
notwithstanding the foregoing
,
Comcast may change or modify
the PSAs, and any related policies (including the AUP and
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
10
7.1.2022
C
ONFIDE
N
TIAL
a
nd PROPRIETARY
Privacy Policy) from time to time ("Revisions") by posting such
Revisions to the Website. The Revisions are effective upon
posting to the Website
.
Customer will receive notice of any
Revisions in the next applicable monthly invoice. Customer
shall have thirty (30) calendar days from the invoice notice of
such Revisions to provide Comcast with written notice that the
Revisions adversely affect Customer's use of the Service(s)
.
If,
after such notice
,
Comcast is able to verify such adverse effect
but is unable to reasonably mitigate the Revisions' impact on
such Services, then Customer may terminate the impacted
Service(s) without further obligation (including Termination
Charges) to Comcast beyond the termination date. This shall be
Customer's sole and exclusive remedy for any Revisions. Terms
or conditions contained in any Customer purchase order, or
restrictive endorsements or other statements on any Customer
form of payment, shall be void and of no force or effect.
B.
The parties acknowledge that the respective rights and
obligations of each party as set forth in this Agreement are based
on applicable law and regulations as they exist on the date of the
Agreement's execution. The parties agree that in the event of
any legislative, regulatory, or judicial order, rule
,
or regulation,
or decision in any arbitration or other dispute resolution
proceeding, or other legal or regulatory action that materially
affects the provisions of this Agreement or the economic terms
of the Agreement, Comcast may
,
by providing written notice to
the Customer
,
require that the affected provisions of the
Agreement be renegotiated in good faith
.
If
Customer refuses to
enter such renegotiations, or the parties are unable to reach
resolution on new Agreement terms, Comcast may, in its sole
discretion, terminate this Agreement, in whole or in part
,
upon
sixty (60) days written notice to Customer.
9.5
Tariffs.
Notwithstanding anything to the contrary in
the Agreement, Comcast may be required to file with regulatory
agencies tariffs for certain Services. In such event, the terms set
forth in the Agreement may, under applicable law, be
superseded by the terms and conditions of the tariffs. Without
limiting the generality of the foregoing, in the event of any
inconsistency between the Agreement and applicable Sales
Orders on one hand, and the relevant tariffs on the other hand
,
the rates and other terms set forth in the Agreement and
applicable Sales Orders will be treated as individual case-basis
arrangements to the maximum extent permitted by law.
If
Comcast voluntarily or involuntarily cancels or withdraws a
tariff under which a Service is provided to Customer
,
the
Service will thereafter be provided pursuant to the Agreement
and the terms and conditions contained in the tariff immediately
prior to its cancellation or withdrawal. In the event that Comcast
is required by a governmental authority to modify a tariff under
which Service is provided to Customer in a manner that is
material and adverse to the Customer
,
the Customer may
terminate the applicable Sales Order upon a minimum thirty
(30) days' prior written notice to the other party, without further
liability.
9.6
Entire Understanding; Construction; Survival;
Headings; No Waiver.
The Agreement supersedes all prior
agreement between the parties with respect to its subject matter
and constitutes a complete and exclusive statement of the terms
of the agreement between the parties with respect to the subject
matter hereof. In the event that any portion of the Agreement is
held to be invalid or unenforceable, the parties shall replace the
invalid or unenforceable portion with another provision that, as
nearly as possible
,
reflects the original intention of the parties
,
and the remainder of the Agreement shall remain in full force
and effect. The rights and obligations of either party that by their
nature would continue beyond the termination or expiration of
the Agreement shall survive termination or expiration of the
Agreement. The article headings used herein are for reference
only and shall not limit or control any term or provision of this
Agreement or the interpretation or construction thereof. No
failure by either party to enforce any right(s) hereunder shall
constitute a waiver of such right(s). The Agreement may be
executed in counterpart copies. Each party represents and
warrants that
the
persons who executes the Agreement on its
behalf are duly authorized to do so.
9.7
Choice of Law; Compliance with Laws.
The
domestic law of the state in which the Service is provided shall
govern the construction, interpretation
,
and performance of this
Agreement
,
except to the extent superseded by federal law
.
Any claim or controversy arising out of or relating to this
Agreement shall be brought exclusively in federal or state court
located in Nassau County, Florida and the parties hereby
consent to personal jurisdiction and venue in such court. Both
parties hereby waive any right to a trial by jury. Each of the
parties agrees to comply with all applicable local, state and
federal laws and regulations and ordinances in the performance
of its respective obligations under this Agreement.
9.8
No
Third-Party
Beneficiaries;
Independent
Contractors.
Except as otherwise specifically set forth herein,
this Agreement does not expressly or implicitly provide any
third party (including users) with any remedy
,
claim
,
liability
,
reimbursement
,
cause of action
,
or other right or privilege. The
parties to this Agreement are independent contractors. Neither
party is an agent, representative, or partner of the other party.
Neither party shall have any right
,
power, or authority to enter
into any agreement for, or on behalf of
,
or incur any obligation
or liability of
,
or to otherwise bind, the other party. This
Agreement shall not be interpreted or construed to create an
association, agency, joint venture, or partnership between the
parties or to impose any liability attributable to such a
relationship upon either party. Each party acknowledges and
agrees that any interpretation of this Agreement may not be
construed against a party by virtue of that party having drafted
the provisions.
9.9
Public Records. The Customer is a public agency subject to
Chapter 119, Florida Statutes.
IF COMCAST HAS
QUESTIONS
REGARDING
THE
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
11
7.1.2022
C
ONFIDE
N
TIAL
a
nd PROPRIETARY
APPLICATION OF
CHAPTER
119,
FLORIDA
STATUTES,
TO
THE
COMCAST’S
DUTY
TO
PROVIDE
PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT
(904)
530-6090,
RECORDS@NASSAUCOUNTYFL.COM
, 96135 NASSAU PLACE, SUITE 6,
YULEE, FLORIDA 32097.
Under this Contract, to
the extent that Comcast is providing the goods and/or services
to Customer, and pursuant to Section 119.0701, Florida Statutes,
Comcast shall:
a.
Keep and maintain public records required by the
Customer to provide goods and/or services.
b.
Upon request from the Customer’s custodian of
public records, provide the Customer with a copy of the
requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
c.
Ensure that public records that are exempt or
confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for
the duration of the Contract term and following completion of
the Contract if Comcast does not transfer the records to the
Customer.
d.
Upon completion of the Contract, transfer, at no cost,
to the Customer all public records in possession of Comcast or
keep and maintain public records required by the Customer to
perform the service. If Comcast transfers all public records to
the Customer upon completion of the Contract, Comcast shall
destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure
requirements. If Comcast keeps and maintains public records
upon completion of the Contract, Comcast shall meet all
applicable requirements for retaining public records. All records
stored electronically shall be provided to the Customer, upon
request from the Customer’s custodian of public records, in a
format that is compatible with the information technology
systems of the Customer.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Ethernet Dedicated Internet Services PSA
Ver. 1.13
COMCAST ENTERPRISE SERVICES
PRODUCT-SPECIFIC ATTACHMENT
ETHERNET DEDICATED INTERNET SERVICES
ATTACHMENT IDENTIFIER: Ethernet Dedicated Internet, Version 1.13
The following additional terms and conditions are
applicable to Sales Orders for Comcast’s Ethernet
Dedicated Internet Service and Off-Net Dedicated Internet
Access (the “Service”):
DEFINITIONS
Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the General Terms and
Conditions.
“
Estimated Availability Date
” means the target date for
delivery of Service.
“
HFC Network
” means a hybrid fiber coax network
“
Interconnection Facilities
”
means transmission capacity
provided by Comcast, Customer or a third-party supplier to
extend the Comcast Equipment from a Comcast terminal to
any other location (e.g., a local loop provided by a local
exchange company or other communications company).
“
Off-Net
” means geographical locations that are outside of
Comcast’s service area and/or geographical locations that
are within Comcast’s service area generally but are not
readily accessible by Comcast Network facilities. All Off-
Net Services are provided by third-party service providers.
Off-Net Services provisioned over a fiber optic network are
referred to as “
Off-Net Fiber
.”
“
On-Net
” means geographical locations where Comcast
currently provides Services through its Comcast Network.
On-Net Services may be provisioned over a fiber optic
network (“
On-Net Fiber
”), or via a HFC Network (“
On-
Net HFC
”), as available through Comcast.
ARTICLE 1. SERVICES
This attachment shall apply to Ethernet Dedicated Internet
Service and Off-Net Dedicated Internet Access. A further
description of the Services are set forth in
Schedule A-1
hereto which is incorporated herein by reference.
ARTICLE 2. PROVIDER
On-Net Service shall be provided by Comcast Business
Communications, LLC.
On-Net Service provided over the HFC Network and Off-
Net Services are available in a number of markets. For
information on service availability, call 866-429-0152.
ARTICLE 3. CUSTOM INSTALLATION FEES
Once Comcast accepts a Sales Order for Services, Comcast
will invoice Customer for all Custom Installation Fee(s).
Pursuant to Sections 218.73 and 218.74, Florida Statutes,
Customer will pay the Custom Installation Fee(s) within
forty-five (45) days of the invoice date unless a payment
schedule is specified in the applicable Sales Order.
ARTICLE 4. PROVISIONING INTERVAL
Following its acceptance of a Sales Order, Comcast shall
notify Customer of the Estimated Availability Date
applicable to that Sales Order. Comcast shall use
commercially reasonable efforts to provision the Service on
or before the Estimated Availability Date; provided,
however, that Comcast’s failure to provision by said date
shall not constitute a breach of the Agreement.
ARTICLE 5. SERVICE COMMENCEMENT DATE
Comcast shall inform Customer when Service is available
and performing in accordance with the “Technical
Specifications” set forth in Schedule A-1 hereto
(“Availability Notification”). Charges for Service shall
begin to accrue as of the Service Commencement Date. The
Service Commencement Date shall be earliest of: (A) the
date on which Customer confirms receipt of and
concurrence with the Availability Notification; (B) five (5)
business days following the date of the Availability
Notification, if Customer fails to notify Comcast that the
Service does not comply materially with the Technical
Specifications (defined in Article 8); or (C) the date on
which Customer first uses the Service. In the event that a
Service Term has not been expressly set forth in a Sales
Order, the Service Term for such Sales Order shall be twelve
(12) months
ARTICLE 6. CHARGES OWED UPON
TERMINATION; PORTABILITY; UPGRADES;
OFF-NET SERVICES
6.1
The charges set forth or referenced in each Sales
Order have been extended to Customer in reliance on the
Service Term .
6.2
Termination Charges for On-Net Services
.
A
.
In the event that a On-Net Service is terminated
following Comcast’s acceptance of the applicable Sales
Order, but prior to the Service Commencement Date,
Customer shall pay Termination Charges equal to the costs
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
EXHIBIT B
11/19/2024
Ethernet Dedicated Internet Services PSA
Ver. 1.13
and expenses incurred by Comcast in installing or
preparing to install the On-Net Service.
B.
In the event that On-Net Service is terminated on
or following the Service Commencement Date but prior to
the end of the applicable Service Term, Customer shall pay
Termination Charges equal to a percentage of the monthly
recurring charges for the unexpired portion of the then-
current Service Term, calculated as follows:
i.
100% of the monthly recurring charges with
respect to months 1-12 of the Service Term; plus
ii.
80% of the monthly recurring charges with
respect to months 13-24 of the Service Term; plus
iii.
65% of the monthly recurring charges with
respect to months 25 through the end of the
Service Term; plus
iv.
100% of any remaining, unpaid Custom
Installation Fees.
Termination Charges shall be immediately due and payable
upon cancellation or termination and shall be in addition to
any and all accrued and unpaid charges for the Service
rendered by Comcast through the date of cancellation or
termination. Comcast shall notify Customer of all Off-Net
services being provided.
C.
Termination Charges for Off-Net Services
. In
the event Customer terminates Off-Net Service following
Comcast’s acceptance of the applicable Sales Order but
prior to the end of the applicable Service Term, Customer
shall pay Termination Charges equal to 100% of the
monthly recurring charges remaining through the end of the
Service Term plus 100% of any remaining, unpaid Custom
Installation Fees. Customer shall also pay any third-party
charges incurred by Comcast as a result of the early
termination of Service by the Customer.
6.3
Exclusions.
Termination Charges shall not apply to
Service terminated by Customer as a result of Comcast’s
material and uncured breach in accordance with the General
Terms and Conditions.
6.4
Portability.
Customer may terminate an existing
On-Net Service (an “Existing Service”) and turn up a
replacement On-Net Service (
i.e
., activate Service with
termination points on Comcast’s network that are different
than those of the Existing Service) (a “Replacement
Service”) without incurring Termination Charges with
respect to the Existing Service, provided that: (a) the
Replacement Service must have a Service Term equal to or
greater than the remaining Service Term of the Existing
Service, but in no event less than twelve (12) months; (b) the
Replacement Service must have monthly recurring charges
equal to or greater than the monthly recurring charges for the
Existing Service; (c) Customer submits a Sales Order to
Comcast for the Replacement Service within ninety (90)
days after termination of the Existing Service and that Sales
Order is accepted by Comcast; (d) Customer reimburses
Comcast for any and all installation charges that were
waived with respect to the Existing Service; and (e)
Customer pays the actual costs incurred by Comcast in
installing and provisioning the Replacement Service.
6.5
Upgrades.
Customer may upgrade the speed or
capacity of an Existing Service without incurring
Termination Charges, provided that: (a) the upgraded
Service (the “Upgraded Service”) must assume the
remaining Service Term of the Existing Service, but in no
event less than twelve (12) months; (b) the Upgraded
Service must have the same points of termination on
Comcast’s network as the Existing Service; (c) Customer
submits a Sales Order to Comcast for the Upgraded Service
and that Sales Order is accepted by Comcast; (d) Customer
pays Comcast’s applicable nonrecurring charges for the
upgrade; and (e) Customer agrees to pay the applicable
monthly recurring charges for the Upgraded Service
commencing with the upgrade. Upgrades to Off-Net
Services are subject to the applicable third party service
provider rules and availability. Comcast has no obligation to
upgrade Customer’s Off-Net Service.
6.5
Off-Net Services.
If Customer is receiving Off-
Net Services, Comcast shall, in its sole discretion, have the
ability to (i) provide On-Net Services in lieu of such Off-
Net Services and/or (ii) substitute the current Off-Net
Services provider for an alternate Off-Net Services
provider, each, at no additional cost to Customer; provided,
however, that Comcast shall not make any changes to
Customer’s Off-Net Services provider that could, in
Comcast’s reasonable opinion, impair Customer’s specific
network design or provider attributes (e.g. diversity).
Comcast shall use commercially reasonable efforts to
coordinate a mutually agreeable time with Customer to
conduct any such changes. Comcast shall notify Customer
of all Off-Net services being provided.
ARTICLE 7. ADDITIONAL INFORMATION
As necessary for the interconnection of the Service with
services provided by third parties, Comcast may request (as
applicable), and Customer will provide to Comcast, circuit
facility assignment information, firm order commitment
information, and design layout records necessary to enable
Comcast to make the necessary cross-connection between
the Service and Customer’s other service provider(s).
Comcast may charge Customer nonrecurring and monthly
recurring cross-connect charges to make such connections.
ARTICLE 8. TECHNICAL SPECIFICATIONS;
SERVICE LEVEL AGREEMENT
The technical specifications applicable to the Service are set
forth in Schedule A-1 hereto (“Technical Specifications”).
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Ethernet Dedicated Internet Services PSA
Ver. 1.13
The service level agreement applicable to the Service is set
forth in a Schedule A-2 hereto and incorporated herein by
reference.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Ethernet Dedicated Internet Services PSA
Ver. 1.13
COMCAST ENTERPRISE SERVICES
PRODUCT-SPECIFIC ATTACHMENT
ETHERNET DEDICATED INTERNET SERVICES
SCHEDULE A-1
SERVICE DESCRIPTIONS AND TECHNICAL SPECIFICATIONS
COMCAST ETHERNET DEDICATED INTERNET SERVICES
AND OFF-NET DEDICATED INTERNET ACCESS
Comcast’s Ethernet Dedicated Internet Service and Off-Net Dedicated Internet Access will be provided in accordance with
the service descriptions and technical specifications set forth below:
A.
Service Descriptions
.
Ethernet Dedicated Internet Service (“EDI”)
. EDI provides reliable, simple, and flexible access to the Internet. The Service
is offered in the Ethernet User-to-Network Interfaces (“UNI”) increments identified in Figure 1 below and is available in
Committed Information Rate (“CIR”) speed increments starting at 1Mbps, subject to available capacity. The Service provides
an Ethernet Virtual Connection (“EVC”) from the Customer Service Location to a Comcast Internet Point of Presence (“POP”)
router.
Off-Net Dedicated Internet Access (“Off-Net DIA”)
. Off-Net DIA provides reliable, simple, and flexible access to the
Internet. The Service is offered in the UNI increments identified in Figure 1 below and is available in CIR speed increments
starting at 1 Mbps, subject to availability. The Service provides an Internet connection from the Customer Service Location
to an Off-Net Service provider POP router.
B.
Technical Specifications
.
1. Ethernet User-to-Network Interface
. The Service provides the bidirectional, full duplex transmission of untagged
Ethernet frames using a standard IEEE 802.3 Ethernet interface (UNI) to attach to the Customer’s router. Figure 1 lists the
available UNI speed and their UNI Physical Interfaces, and available CIR bandwidth increments and Committed Burst Sizes
(CBS). CIR increments of less than 10 Mbps are generally not available in conjunction with Off-Net Services.
UNI
Speed
UNI Physical
Interface
CIR
Increments
CBS
(bytes)
1 Mbps
25,000
100 Mbps
100BaseT
10 Mbps
250,000
1 Gbps
1000Base T or
1000BaseSX
100 Mbps
2,500,000
10 Gbps
10GBase-SR or
10GBase-LR
1 Gbps
25,000,000
100 Gbps
100GBASE-LR4
10 Gbps
25,000,000
Figure 1: Available UNI interface types and CBS values for different CIR Increments
2. Traffic Management
. Comcast’s network traffic-policing policies restrict traffic flow to the subscribed, CIR. If
the Customer-transmitted bandwidth rate exceeds the subscription rate CIR and CBS, Comcast will discard the non-
conformant packets. The Customer’s router must shape traffic to the contracted CIR. Traffic management policies associated
with any Off-Net portions of Service will conform to the policies enforced by the third-party service provider.
3. Maximum Frame Size
. The Service supports a maximum transmission unit (“MTU”) frame size of 1518 bytes
including Layer 2 Ethernet header and FCS.
4. Layer 2 Control Protocol (“L2CP”) Processing
. All L2CP frames are discarded at the UNI.
5. IP Address Allocation
. For EDI Services, IP address space is a finite resource that is an essential requirement for
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Ethernet Dedicated Internet Services PSA
Ver. 1.13
all Internet access services. Comcast assigns up to two (2) routable IP addresses to each customer circuit. Customer can obtain
additional IP addresses if required based on American Registry for Internet Numbers (“ARIN”) guidelines and by completing
an IP address request form; additional charges may apply. For Off-Net DIA, up to two (2) routable IP addressed will be
assigned to each customer circuit. Additional IP addresses can be requested subject to Off-Net service provider availability;
additional charges may apply.
6. Domain Name Service
. Comcast provides primary and secondary Domain Name Service (“DNS”). DNS is the
basic network service that translates host and domain names into corresponding IP addresses, and vice-versa.
7. Border Gateway Protocol (“BGP”) Routing
. Comcast supports BGP-4 routing (“BGP-4”) as an optional service
feature. BGP-4 allows Customers to efficiently multi-home across multiple ISP networks. This optional service feature
requires an Autonomous System Number (ASN) be assigned to a customer by the ARIN. Customers should also be proficient
in BGP routing protocol to provision and maintain this optional service feature on their router. Additional information and
requirements for BGP routing will be provided to the Customer upon request. Comcast supports private peering if the
Customer is multi-homed only to Comcast’s network. BGP routing for Off-Net DIA services is subject to Off-Net service
provider terms & policies.
8. Monitoring, Technical Support and Maintenance
A.
Network Monitoring
. Comcast monitors On-Net Service on a 24x7x365 basis.
B.
Technical Support
. Comcast provides a toll-free trouble reporting telephone number to the Comcast Business
Services Network Operations Center that operates on a 24x7x365 basis. Comcast provides technical support for
Service-related inquiries. The Comcast Business Services Network Operations Center will not offer consulting
or advice on issues relating to CPE or other equipment not provided by Comcast.
i.
Escalation
. Reported troubles are escalated within the Comcast Business Services Network Operations
Center to meet the response/restoration objectives described below (Response and Restoration
Standards). Service issues are escalated within the Comcast Business Services Network Operations
Center as follows: to a Supervisor at the end of the applicable objective time interval plus one (1) hour;
to a Manager at the end of the applicable objective time interval plus two (2) hours, and to a Director at
the end of the applicable objective time interval plus four (4) hours.
ii.
Maintenance
. Comcast’s standard maintenance window for On-Net Services is Sunday to Saturday
from 12:00am to 6:00am local time. Scheduled maintenance for On-Net Services is performed during
the maintenance window and will be coordinated between Comcast and the Customer. Comcast
provides a minimum of seven (7) days’ notice for On-Net Service impacting planned maintenance.
Emergency maintenance is performed as needed without advance notice to Customer. Maintenance for
Off-Net Services shall be performed in accordance with the applicable third party service provider rules.
Therefore, maintenance for Off-Net Service may be performed without advance notice to Customer.
C.
Comcast Equipment
. Comcast provides certain Comcast Equipment for provisioning its Services and the
delivery of the UNI, which will reside on the Customer-side of the Demarcation Point. Comcast will retain
ownership and management responsibility for this Comcast Equipment. This Comcast Equipment must only be
used for receipt of the Services. Customers are required to shape their egress traffic to the Committed Information
Rate (CIR) identified in the Sales Order. Comcast will be excused from paying SLA credits, as set forth in
Schedule A-2, if the Service Interruption is the result of Customer’s failure to shape their traffic to the contracted
CIR or utilizing Comcast Equipment for non-Comcast provided Services.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Ethernet Dedicated Internet Services PSA
Ver. 1.13
9. Response and Restoration Standards
Comcast has the following response and restoration objectives:
CATEGORY
OBJECTIVE
MEASUREMENT
REMEDIES
Mean Time to Respond
Telephonically to Call
15 minutes
Averaged over one Month
Escalation
(see above)
Mean Time to Restore
On-Net Comcast Equipment
4 hours
Averaged over one Month
Escalation
(see above)
Mean Time to Restore
Off-Net Equipment
4 hours
Averaged over one Month
Escalation
(see above)
Mean Time to Restore
On-Net Services
6 hours
Averaged over one Month
Escalation
(see above)
Mean Time to Restore
Off-Net Services
6 hours
Averaged over one Month
Escalation
(see above)
Customer shall bear any expense incurred,
e.g.
, dispatch/labor costs, where a Service Interruption is found to be the fault of
Customer, its end users, agents, representatives or third-party suppliers.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Ethernet Dedicated Internet Services PSA
Ver. 1.13
COMCAST ENTERPRISE SERVICES
PRODUCT-SPECIFIC ATTACHMENT
ETHERNET DEDICATED INTERNET SERVICES
SCHEDULE A-2
SERVICE LEVEL AGREEMENT
Comcast’s Ethernet Dedicated Internet Service and Off-Net Dedicated Internet Access are backed by the following Service
Level Agreement (“SLA”):
A. Definitions
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Ethernet Dedicated Internet
Services PSA or the General Terms and Conditions.
“
Planned Service Interruption
”
means any Service Interruption caused by planned work such as scheduled maintenance or
planned enhancements or upgrades to the network.
“
Service Interruption
”
means an interruption in transmission that renders the Service unusable due to a total loss of signal
for the Service. The Service shall be “Available” in the absence of a Service Interruption.
B. Service Level Agreements
Comcast’s liability, and Customer’s sole remedy for Service Interruptions, and errors, omissions, interruptions, delays,
outages, or defects in transmission or switching of any Service (individually or collectively, “Liability”), shall be limited to
the amounts set forth in the Tables below with the stated percentages to be applied against the MRC (as defined below)
associated with the impacted portion of the Service set forth in the Sales Order (“Availability Credit”). For the purposes of
calculating credit for a Service Interruption, the “Length of Service Interruption” begins when the Customer reports such
Service Interruption and a trouble ticket is opened, and concludes upon the closing of the same trouble ticket or, if sooner, the
termination of the Service Interruption less any time Comcast is awaiting additional information or premises testing from the
Customer. In no event shall the total amount of Availability Credit issued to Customer’s account on a per-month basis exceed
50% of the total monthly recurring charge (“MRC”) associated with the impacted portion of the Service set forth in the Sales
Order. The Length of Service Interruptions for separately occurring Service Interruptions will not be aggregated for purposes
of determining Availability Credit allowances. To qualify, Customer must request the Availability Credit from Comcast within
thirty (30) days of the beginning of the Service Interruption. Comcast shall not incur any Liability, including Availability
Credit, for any failure of the Services caused by force majeure events, Planned Service Interruptions, Customer actions,
omission or equipment, CPE, or any other items set forth in the “Exceptions to Credit Allowances” section below.
TABLE 1: Availability SLA for Services provided over On-Net or Off-Net Fiber (99.99% Availability)
Length of Service Interruption:
Amount of Credit:
Less than 4 minutes
None
At least 4 minutes but less than 4 hours
5% of Total MRC
At least 4 hours but less than 8 hours
10% of Total MRC
At least 8 hours but less than 12 hours
20% of Total MRC
At least 12 hours but less than 16 hours
30% of Total MRC
At least 16 hours but less than 24 hours
40% of Total MRC
At least 24 hours or greater
50% of Total MRC
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
Ethernet Dedicated Internet Services PSA
Ver. 1.13
TABLE 2: Availability SLA for Services provided over On-Net HFC or Off-Net Non-Fiber (99.9% Availability)
Length of Service Interruption:
Amount of Credit:
Less than 40 minutes
None
At least 40 minutes but less than 4 hours
5% of Total MRC
At least 4 hours but less than 8 hours
10% of Total MRC
At least 8 hours but less than 12 hours
20% of Total MRC
At least 12 hours but less than 16 hours
30% of Total MRC
At least 16 hours but less than 24 hours
40% of Total MRC
At least 24 hours or greater
50% of Total MRC
THE TOTAL CREDIT ALLOWANCES PER CALENDAR MONTH IS CAPPED AT 50% of THAT MONTH’S MRC FOR
THE INTERRUPTED PORTIONS OF SERVICE. SEPARATELY OCCURRING SERVICE INTERRUPTIONS ARE NOT
AGGREGATED FOR THE PURPOSES OF DETERMINING CREDIT ALLOWANCES.
C. Exceptions and Terms Applicable to All SLAs
Emergency Blocking
The parties agree that if either party hereto, in its reasonable and sole discretion, determines that an emergency action is
necessary to protect its own network, the party may, after engaging in reasonable and good faith efforts to notify the other
party of the need to block, block any transmission path over its network by the other party where transmissions do not meet
material standard industry requirements. The parties further agree that none of their respective obligations to one another
under the Agreement will be affected by any such blockage except that the party affected by such blockage will be relieved
of all obligations to make payments for charges relating to the circuit(s) which is so blocked and that no party will have any
obligation to the other party for any claim, judgment or liability resulting from such blockage.
Remedy Processes
All claims and rights arising under this Service Level Agreement must be exercised by Customer in writing within thirty (30)
days of the event that gave rise to the claim or right. The Customer must submit the following information to the Customer’s
Comcast account representative with any and all claims for credit allowances: (a) Organization name; (b) Customer account
number; and (c) basis of credit allowance claim (including date and time, if applicable). Comcast will acknowledge and
review all claims promptly and will inform the Customer by electronic mail or other correspondence whether a credit
allowance will be issued or the claim rejected, with the reasons specified for the rejection.
Exceptions to Credit Allowances
A Service Interruption shall not qualify for the remedies set forth herein if such Service Interruption is related to, associated
with, or caused by: scheduled maintenance events; Customer actions or inactions; Customer-provided power or equipment;
any third party not contracted through Comcast, including, without limitation, Customer’s users, third-party network
providers, any power, equipment or services provided by third parties; or an event of force majeure as defined in the
Agreement.
Other Limitations
The remedies set forth in this Service Level Agreement shall be Customer’s sole and exclusive remedies for any Service
Interruption, Liability, outage, unavailability, delay, or other degradation, or any Comcast failure to meet the service
objectives.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
COMCAST ENTERPRISE SERVICES
PRODUCT-SPECIFIC ATTACHMENT
ETHERNET INTERSTATE TRANSPORT SERVICES
The following additional terms and conditions are applicable to Sales Orders for Comcast’s Ethernet Interstate Transport Services.
DEFINITIONS
Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the General Terms and Conditions.
“
Comcast Switch
” means Comcast’s ethernet terminating
device located at a Service Location and used for provisioning
its services and the delivery of the UNI (as defined in Schedule
A-1). The Comcast Switch constitutes Comcast Equipment.
“
Customer Switch or Router
” means the switch or router
installed at the Service Location and used to connect to the UNI.
The Customer Switch or Router may be Comcast Equipment or
Customer-Provided Equipment.
“
Estimated Availability Date
” means the target date for
delivery of Service.
“
HFC Network
” means a hybrid fiber coax network.
“
Off-Net
” means geographical locations that are outside of
Comcast’s service area and/or geographical locations that are
within Comcast’s service area generally but are not readily
accessible by Comcast Network facilities. All Off-Net Services
are provided by third-party service providers. Off-Net Services
that are provisioned over a dedicated fiber optic network are
referred to as “
Off- Net Dedicated Fiber
.” Off-Net Services
that are provisioned over a non-dedicated fiber optic network
are referred to as “
Off-Net Non-Dedicated Fiber
”. Off-Net
services that are provisioned over a non-fiber network (
e.g.
,
coax, fixed wireless, and other non-fiber access technologies)
are referred to as “
Off-Net Non-Fiber
”.
“
On-Net
” means geographical locations where Comcast
currently provides Services through the Comcast Network. On-
Net Services may be provisioned over a fiber optic network
(“
On-Net Fiber
”) or via an HFC Network (“
On-Net HFC
”),
as available through Comcast.
“
Service(s)
” means Ethernet Interstate Transport Services.
ARTICLE 1. SERVICES
This attachment shall apply to Comcast’s Ethernet Transport
Services. A further description of the Services is set forth in
Schedule A-1 hereto which is incorporated herein by reference.
ARTICLE 2. REGULATORY APPROVAL; TRAFFIC
MIX
Comcast’s pricing for Service may be subject to FCC, public
service commission or other regulatory approval. Further,
Customer represents that its use of Service hereunder will be
exclusively for the transmission of communications that is
classified as jurisdictionally interstate under FCC rules and
regulations. For services for which the endpoints of the service
are in the same state, Customer specifically represents that more
than ten percent (10%) of the traffic transmitted via the Service
will be interstate. (For this purpose, Customer’s representation
relates to the traffic carried over the Service rather than the
locations of the physical endpoints of the facility over which the
Service is delivered.) If at any time during the term of the
Agreement or any Service Term, less than ten percent (10%) of
the traffic transmitted via such Service(s) is interstate,
Customer shall immediately notify Comcast of the same in
writing. Further, Comcast reserves the right, in its reasonable
sole discretion, to reclassify Customer’s use of Service as
jurisdictionally interstate or intrastate, as appropriate. Subject
to the limits set forth in Section 768.28, Florida Statutes,
Customer agrees to indemnify, defend, and hold Comcast
harmless from any claims by third parties, including, without
limitation, any governmental entities, resulting from or arising
out of Customer’s failure to properly represent or certify the
jurisdictional nature of its use of the Service(s).
ARTICLE 3. CUSTOM INSTALLATION FEES
Once Comcast accepts a Sales Order for Service, Comcast will
invoice Customer for all Custom Installation Fee(s). Pursuant
to Sections 218.73 and 218.74, Florida Statutes, Customer will
pay the Custom Installation Fee(s) within forty-five (45) days
of the invoice date unless a payment schedule is specified in the
applicable Sales Order.
ARTICLE 4. PROVISIONING INTERVAL
Following Comcast’s acceptance of a Sales Order, Comcast
shall notify Customer of the Estimated Availability Date
applicable to that Sales Order. Comcast shall use commercially
reasonable efforts to provision the Service on or about the
Estimated
Availability
Date;
provided, however,
that
Comcast’s failure to provision Service by said date shall not
constitute a breach of the Agreement.
ARTICLE 5. SERVICE COMMENCEMENT DATE
Comcast shall inform Customer when the Service is available
and performing at the Service Location in accordance with the
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
EXHIBIT C
11/19/2024
2
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.15)
Technical
Specifications
(as
defined
in
Article
8)
(“
Availability Notification
”). Charges for Service shall begin
to accrue as of the Service Commencement Date. The Service
Commencement Date shall be earliest of: (A) the date on which
Customer confirms receipt of and concurrence with the
Availability Notification; (B) five (5) business days following
the date of the Availability Notification, if Customer fails to
notify Comcast that the Service does not comply materially
with the Technical Specifications (as defined below) or (C) the
date on which Customer first uses the Service. In the event that
a Service Term has not been expressly set forth in a Sales
Order, the Service Term for such Sales Order shall be twelve
(12) months.
ARTICLE 6. TERMINATION CHARGES;
PORTABILITY; UPGRADES; OFF-NET SERVICES
6.1
The charges set forth or referenced in each Sales Order have
been extended to Customer in reliance on the Service Term set
forth therein.
6.2 Termination Charges for On-Net Services.
A.
Subject to Section 6.3, in the event that On-Net
Service is terminated following Comcast’s acceptance of the
applicable
Sales
Order,
but
prior
to
the
Service
Commencement Date, Customer shall pay Termination
Charges equal to one hundred and twenty percent (120%) of
the costs and expenses incurred by Comcast in installing or
preparing to install the On-Net Service
B.
Subject to Section 6.3, in the event that On-Net
Service is terminated on or following the Service
Commencement Date but prior to the end of the applicable
Service Term, Customer shall pay Termination Charges equal
to a percentage of the monthly recurring charges remaining for
the unexpired portion of the then-current Service Term,
calculated as follows:
i.
100% of the monthly recurring charges with
respect to months 1-12 of the Service Term; plus
ii.
80% of the monthly recurring charges with
respect to months 13-24 of the Service Term; plus
iii.
65% of the monthly recurring charges with
respect to months 25 through the end of the Service
Term; plus
iv.
100% of any remaining, unpaid Custom
Installation Fees.
Termination Charges shall be immediately due and payable
upon cancellation or termination and shall be in addition to any
and all accrued and unpaid charges for the Service rendered by
Comcast through the date of cancellation or termination.
Comcast shall notify Customer of all Off-Net services being
provided.
6.3 Exclusions.
Termination Charges shall not apply to Service
terminated by Customer as a result of Comcast’s material and
uncured breach in accordance with the General Terms and
Conditions
6.4 Portability.
Customer may terminate an existing On- Net
Service (an “
Existing Service
”) and turn up a replacement On-
Net Service (
i.e.
, activate Service with termination points on
Comcast’s network that are different than those of the Existing
Service) (a “
Replacement Service
”) without incurring
Termination Charges with respect to the Existing Service,
provided that (a) the Replacement Service must have a Service
Term equal to or greater than the remaining Service Term of the
Existing Service but in no event less than twelve (12) months;
(b) the Replacement Service must have monthly recurring
charges equal to or greater than the monthly recurring charges
for the Existing Service; (c) Customer submits a Sales Order to
Comcast for the Replacement Service within ninety (90) days
after termination of the Existing Service and that Sales Order is
accepted by Comcast; (d) Customer reimburses Comcast for
any and all installation charges that were waived with respect
to the Existing Service; and (e) Customer pays the actual costs
incurred by Comcast in installing and provisioning the
Replacement Service.
6.5 Upgrades.
Customer may upgrade the speed or capacity of
an Existing Service without incurring Termination Charges,
provided that (a) the upgraded Service (the “
Upgraded
Service
”) must assume the remaining Service Term of the
Existing Service, but in no event less than twelve (12) months;
(b) the Upgraded Service must have the same points of
termination on Comcast’s network as the Existing Service; (c)
Customer submits a Sales Order to Comcast for the Upgraded
Service and that Sales Order is accepted by Comcast; (d)
Customer pays Comcast’s applicable nonrecurring charges for
the upgrade; and (e) Customer agrees to pay the applicable
monthly recurring charges for the Upgraded Service
commencing with the upgrade. Upgrades to Off-Net Services
are subject to the applicable third party service provider rules
and availability. Comcast has no obligation to upgrade
Customer’s Off-Net Service.
6.5 Off-Net Services.
If Customer is receiving Off-Net
Services, Comcast shall, in its sole discretion, have the ability
to (a) provide On-Net Services in lieu of such Off-Net Services
and/or (b) substitute the current Off-Net Services provider for
an alternate Off-Net Services provider, each, at no additional
cost to Customer; provided, however, that Comcast shall not
make any changes to Customer’s Off-Net Services provider
that could, in Comcast’s reasonable opinion, impair
Customer’s specific network design or provider attributes (
e.g.
,
diversity). Comcast shall use commercially reasonable efforts
to coordinate a mutually agreeable time with Customer to
conduct any such changes. Comcast shall notify Customer of
all Off-Net services being provided.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
3
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.15)
ARTICLE 7. ADDITIONAL INFORMATION
As necessary for the interconnection of the Service with
services provided by third parties, Comcast may request (as
applicable), and Customer will provide to Comcast, circuit
facility assignment information, firm order commitment
information, and design layout records necessary to enable
Comcast to make the necessary cross-connection between the
Service and Customer’s other service provider(s). Comcast may
charge Customer nonrecurring and monthly recurring cross-
connect charges to make such connections.
ARTICLE
8.
TECHNICAL
SPECIFICATIONS;
SERVICE LEVEL AGREEMENT
The technical specifications applicable to the Service are set
forth in Schedule A-1 hereto (“
Technical Specifications
”). The
service level agreement applicable to the Services is set forth in
Schedule A-2 hereto (“
Service Level Agreement
” or “
SLA
”).
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
4
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
COMCAST ENTERPRISE SERVICES
PRODUCT-SPECIFIC ATTACHMENT
ETHERNET TRANSPORT SERVICES
SCHEDULE A-1
SERVICE DESCRIPTIONS, TECHNICAL SPECIFICATIONS AND PERFORMANCE STANDARDS
The Services will be provided in accordance with the service descriptions, technical specifications and performance standards set forth
below:
A.
Service Descriptions
1.
Ethernet Network Service (“ENS”)
is a multipoint-to-multipoint transport service that enables Customer to connect multiple
physically distributed Service Locations across a metropolitan area network (“
MAN
”) or wide area network (“
WAN
”) as if
such Service Locations are on the same local area network (“
LAN
”) by providing an ethernet virtual connection (“
EVC
”)
between such Service Locations. The EVC is provided by using industry standard 100 Mbps, 1 Gbps, 10 Gbps or 100 Gbps
ethernet user-to-network interfaces, which are located on a Comcast Switch (“
UNI
”) to enable bidirectional connections
between the Customer Switches or Routers at the Service Locations. ENS provides virtual LAN (“
VLAN
”) transparency,
enabling Customer to implement Customer’s own VLANs without any coordination with Comcast. ENS is available with
flexible bandwidth options from 1 Mbps to 10 Gbps. Comcast offers three (3) classes of ENS, as described in the Technical
Specifications below.
2.
Ethernet Private Line (“EPL”)
is a point-to-point transport service that provides an EVC between two (2) Service Locations
by using industry standard 100 Mbps, 1 Gbps, 10 Gbps or 100 Gbps UNI to enable bidirectional connections between the
Customer Switches or Routers at such Service Locations. EPL is available with flexible bandwidth options from 1 Mbps to 10
Gbps. EPL enables the Customer to use any VLANs without coordination with Comcast. Comcast offers three (3) classes of
EPL, as described in the Technical Specifications below.
Ethernet Private Line Service (EPL)
Point-to-point connectivity between two Service Locations
SITE 1
SITE 2
Comcast
Switch
Comcast
Switch
Comcast Network
SITE 1
Comcast
Switch
Customer
Switch or
Router
Service Location
1
Ethernet Network Service (ENS)
Multipoint-to-multipoint connectivity
Customer
Switch or
Router
Service Location
3
Customer
Switch or
Router
Service Location
2
Customer
Switch or
Router
Customer
Switch or
Router
Service Location 2
Service Location 1
Dedicated capacity
over the network
Customer
Premises
Equipment
Customer
Premises
Equipment
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
5
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
Service Location 1
(Aggregation
Service Location)
3.
Ethernet Virtual Private Line (“EVPL”)
is a point-to-multipoint transport service that provides a connection between two
(2) Service Locations similar to EPL, but supports the added flexibility to multiplex multiple EVCs on a single UNI at the
Customer’s hub or aggregation Service Location (the “
Aggregation Service Location
”). Specifically, EVPL provides an EVC
between the Aggregation Service Location and one or more other Service Locations by using industry standard 100 Mbps, 1
Gbps, 10 Gbps or 100 Gbps UNI to enable bidirectional connections between the Customer Switch or Router at Customer’s
Aggregation Service Location and the Customer Switch or Router at one or more of Customer’s other Service Locations. The
multiplexing capability is not available at Service Locations served by Comcast On-Net HFC. For clarity, in order for EVPL
to enable a connection between two (2) Service Locations, one of such Service Locations must be the Aggregation Service
Location. By way of example, in the diagram below, EVPL enables a bidirectional connection between Service Location 1
and Service Location 2, and between Service Location 1 and Service Location 3, but not between Service Location 2 and
Service Location 3. EVPL is available with flexible bandwidth options from 1 Mbps to 10 Gbps. Comcast offers three classes
of EVPL, as described in the Technical Specifications below.
4.
Multiple Access Options
The Services are available with the following access options:
•
On-Net Fiber Access
– Connectivity to Service Locations is enabled via Comcast On-Net Fiber infrastructure.
•
On-Net HFC Access
– Connectivity to Service Locations is enabled via Comcast On-Net HFC infrastructure.
•
Off-Net Access
(Off-Net Dedicated Fiber, Off-Net Non-Dedicated Fiber, and Off-Net Non-Fiber) – Connectivity to Service
Locations is enabled through a network-to- network interface (“
NNI
”) via third-party network provider.
5.
EVC Area Types
The Services are available both within and between certain major metropolitan areas throughout the United States. Each EVC
is assigned an EVC area type (Metro, Regional or Continental, as described below) based upon the proximity of Customer’s
respective Service Locations. “
Region
” means a Comcast-defined geographical region, as determined by Comcast from time
to time, within Comcast’s cable footprint. “
Metro
” means a Comcast-defined sales market, as determined by Comcast from
time to time, within a Region.
•
Metro
– EVC enables connectivity between Service Locations within the same Metro.
•
Regional
– EVC enables connectivity between Service Locations that are in different Metros, but within the same Region.
•
Continental
– EVC enables connectivity between Service Locations that are in different Regions.
Comcast
Switch
Comcast
Switch
Service
Location 2
Comcast Network
Customer
Switch or Router
Service
Location 3
Customer
Switch or
Router
Ethernet Virtual Private Line Service (EVPL)
Point-to-multipoint connectivity
Customer
Switch or
Router
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
6
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
6.
Off-Net Service Locations
Customer acknowledges and agrees that without Customer confirmation of the Service, Comcast may be unable to completely
deliver the Service. Comcast shall make three (3) attempts to schedule a call during which Customer will confirm readiness to
receive the Service in accordance with the Customer Responsibilities set forth in Section E of this Schedule and Article 7
(Additional Information) herein, as applicable. If Comcast’s attempts to schedule a call are unsuccessful, then Comcast may
terminate the applicable Service Order at such Service Location, upon prior written notice to Customer (subject to applicable
Termination Charges set forth in Section 6.2).
B.
Technical Specifications
1.
Ethernet User-to-Network Interface
The Services provide bidirectional, full duplex transmission of untagged ethernet frames using a standard IEEE 802.3 UNI to attach
to the Customer Switch or Router. Figure 1 lists the available UNI speeds and their UNI physical interfaces, and available
committed information rate (
“
CIR
”) bandwidth increments and committed burst sizes (“
CBS
”). CIR increments of less than 10
Mbps are generally not available in conjunction with Off-Net Services.
UNI
Speed
UNI Physical
Interface
CIR
Increments
CBS
(bytes)
1 Mbps
25,000
100 Mbps
100BaseT
10 Mbps
250,000
1 Gbps
1000Base T or
1000BaseSX
100 Mbps
2,500,000
10 Gbps
10GBase-SR or
10GBase-LR
1 Gbps
25,000,000
100 Gbps
100GBASE-LR4
10 Gbps
25,000,000
Figure 1: Available UNI interface types and CBS values for different CIR increments
2.
Class of Service (“CoS”) Options
The Services are available with three (3) different CoS options that allow for differentiated Service performance levels for different
types of network traffic. This includes Basic (Low), Priority (Medium) and Premium (High). CoS is used to prioritize customer
mission-critical traffic over lower priority traffic in the network. Customer must specify a CIR for each CoS to indicate how much
bandwidth should be assigned to that CoS. The performance metrics associated with each CoS are described in the SLA. As
described in the following table, permissible CoS options vary by access type.
Access Type
CoS Options
On-Net Fiber
Basic, Priority & Premium
On-Net HFC
Basic & Priority
Off-Net Dedicated
Fiber
Basic, Priority & Premium
Off-Net Non-
Dedicated Fiber
Basic & Priority
Off-Net Non-Fiber
Basic & Priority
3.
CoS Identification and Marking
Customer traffic classification and forwarding is based upon CoS prioritization that is specified in the Sales Order. It is the Customer’s
responsibility to shape traffic to ordered bandwidth. If the Customer only orders a single CoS solution, Customer is not required to mark
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
7
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
Customer’s packets and all Customer packets will be forwarded based upon 802.1p value associated with the CoS level specified in the
Sales Order. All packets, tagged or untagged, will be mapped into the subscribed CoS.
•
If Customer implements a multi-CoS solution or for EVPL ports with service multiplexing, the Customer must mark all packets
using C-tag 802.1p CoS values as specified in the table below to ensure the Service will provide the intended CoS performance
objectives.
•
For multi-CoS solutions, untagged packets will be treated as if they are marked with a 0. Packets with other 802.1p values are
mapped to the lowest subscribed CoS.
•
For EVPL ports with service multiplexing, untagged packets will be discarded and C-tag VLAN ID values are used to map
traffic to applicable EVCs. Based on Ethernet Frame 802.1p values, Customer’s traffic is mapped to the Comcast forwarding
classes traffic accordingly to the table below:
CoS Type
802.1p Marking
Basic (Low)
0-1
Priority (Medium)
2-3
Premium (High)
5
4.
Mac Learning and Forwarding
(ENS only)
The ENS is capable of learning up to 2,500 MAC addresses from all interfaces connecting to the Service. It is highly recommended
that routing equipment be utilized to minimize the number of MAC addresses exposed directly to the Service in larger networks.
Any addresses in excess of 2,500 will not be learned and traffic directed to these addresses will be treated as “unknown unicast”.
5.
Traffic Management
Comcast’s Network traffic-policing policies restrict traffic flows to the subscribed CIR for each CoS. Comcast will discard the non-
conforming packets if (a) the Customer transmitted bandwidth rate for any CoS exceeds the subscribed CIR and CBS or (b) 64 byte
frames comprise more than 50% of the CIR for On-Net HFC Service. For packets marked with a non-conforming CoS marking,
the Service will transmit such packets using the Basic CoS without altering the Customer’s CoS markings. Traffic management
policies associated with Off-Net Services will conform to the policies enforced by the third-party service provider. Encrypted
tunnels cannot exceed 30Gpbs for Regional or Continental EVC area types.
6.
Maximum Frame Size
Services delivered via fiber support a maximum transmission unit (“
MTU
”) frame size of 2,000 bytes for untagged, tagged and Q-
in-Q traffic with IEEE 802.1q or IEEE 802.1ad encapsulation types.
•
Services delivered via On-Net Fiber may, if set forth in a Sales Order or change order thereto, support an MTU up to 9,100
bytes for untagged, tagged and Q-in-Q frame sizes.
•
Services delivered via Off-Net Dedicated Fiber may, if set forth in a Sales Order or change order thereto, support an MTU up
to 9,100 bytes for untagged, tagged and Q-in-Q frame sizes, but only, and solely, to the extent the applicable Off-Net provider
can support such MTU frame size.
Services delivered via HFC support an MTU frame size of 1,522 bytes for untagged, tagged and Q-in-Q traffic with IEEE 802.1q
or IEEE 802.1ad encapsulation types.
•
Services delivered via On-Net HFC may, if set forth in a Sales Order or change order thereto, support an MTU up to 2,000 bytes
for untagged, tagged and Q-in-Q frame sizes.
•
Services delivered via Off-Net Non-Dedicated Fiber and Off-Net Non-Fiber, if set forth in a Sales Order or change order thereto,
support an MTU up to 1,600 bytes for untagged, tagged and Q-in-Q frame sizes, but only, and solely, to the extent the applicable
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
8
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
Off-Net provider can support such MTU frame size.
For Services delivered via Fiber or HFC all frames that exceed specifications shall be dropped.
Transport Type
MTU Size
On-Net Fiber and Off-Net Dedicated
Fiber
1,600-9,100 bytes
On-Net HFC
1,522-2000 bytes
Off-Net Non-Dedicated Fiber and
Off-Net Non-Fiber
1,522 -1,600 bytes
7.
Customer Traffic Transparency
All fields within a Customer’s ethernet frames (unicast, multicast and broadcast, except L2CP) from the first bit of payload are
preserved and transparently transported over UNI to UNI connections, as long as the ethernet frames are mapped into the EVC.
8.
Ethernet Service Frame Disposition
The Services process different types of ethernet frames differently. Ethernet frames may pass unconditionally through the Network
or may be limited, as indicated in the table below. The following table illustrates Comcast’s service frame disposition for each
service frame type.
Service Frame Type
ENS Frame Delivery
EPL and EVPL Frame Delivery
Unicast
All frames delivered unconditionally
All frames delivered unconditionally
Multicast
All frames delivered conditionally
All frames delivered unconditionally
Broadcast
All frames delivered conditionally
All frames delivered unconditionally
ENS only:
•
Unicast Traffic.
Unicast traffic must be bidirectional in order to facilitate mac-learning and avoid restriction.
•
Multicast Traffic.
By default, every ENS port is able to support up to 2 Mbps of multicast traffic. If an ENS Customer
requires greater than 2 Mbps of multicast bandwidth , Customer must uniquely specify the bandwidth Customer requires
for each root site and associated CoS at the time of contracting the ENS.
•
Broadcast Traffic. Broadcast and unknown unicast traffic are restricted to 1.2mb or 300pps on ingress to the network.
EVPL only:
•
Customer is responsible for mapping multicast, broadcast and unknown unicast traffic to specific Customer VLANs.
C.
Transmission Protocols
User data protocol (“
UDP
”) is the default protocol for communication between two (2) Service Locations. If Customer elects to change
from UDP to another protocol (
e.g.
, transmission control protocol (“
TCP
”)), Customer does so at its own risk and acknowledges and
agrees that the transmission speed may be negatively impacted.
D.
Monitoring, Technical Support and Maintenance
1.
Network Monitoring
. Comcast monitors On-Net Services on a 24x7x365 basis.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
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ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
2.
Technical Support
. Comcast provides a toll-free trouble reporting telephone number to the Comcast Business Services
Network Operations Center that operates on a 24x7x365 basis. Comcast provides technical support for Service-related inquiries.
Comcast Business Services Network Operations Center will not offer consulting or advice on issues relating to non-Comcast
Equipment.
(a)
Escalation
. Reported troubles are escalated within the Comcast Business Services Network Operations Center to meet the
response/restoration objectives described below (Response and Restoration Standards). Service issues are escalated within the
Comcast Business Services Network Operations Center as follows: to a Supervisor at the end of the applicable objective time
interval plus one (1) hour; to a Manager at the end of the applicable objective time interval plus two (2) hours; and to a Director
at the end of the applicable objective time interval plus four (4) hours.
(b)
Maintenance
. Comcast’s standard maintenance window for On-Net Services is Sunday to Saturday from 12:00am to 6:00am
local time (“
Maintenance Window
”). Scheduled maintenance for On-Net Services is performed during the Maintenance
Window and will be coordinated between Comcast and the Customer. The scheduled maintenance date will be determined by
Comcast in its sole discretion; provided, that Comcast provides a minimum of seven (7) days’ notice for On-Net Service
impacting planned maintenance. Emergency maintenance is performed as needed without advance notice to Customer.
Maintenance for Off-Net Services shall be performed in accordance with the applicable third party service provider rules.
Therefore, maintenance for Off-Net Service may be performed without advance notice to Customer.
3.
Comcast Equipment
. Comcast provides certain Comcast Equipment for provisioning its Services and the delivery of the UNI,
which will reside at the Service Location. Comcast will retain ownership and management responsibility for this Comcast
Equipment. This Comcast Equipment must be used only for receipt of Services. Customers are required to shape their egress traffic
to the CIR identified in the Sales Order. Comcast will be excused from paying SLA credits, as set forth in Schedule A-2, if the
Service Interruption (as defined in Schedule A-2) is the result of Customer’s (a) failure to shape Customer’s traffic to the contracted
CIR or (b) utilization of Comcast Equipment for non-Comcast provided services.
4.
Response and Restoration Standards
. Comcast has the following response and restoration objectives:
CATEGORY
OBJECTIVE
MEASUREMENT
REMEDIES
Mean Time to Respond
Telephonically to Call
15 minutes
Averaged Over A Month
Escalation
(see above)
Mean Time to Restore
On-Net Comcast Equipment
4 hours
Averaged Over A Month
Escalation
(see above)
Mean Time to Restore
Off-Net Equipment
4 hours
Averaged Over A Month
Escalation
(see above)
Mean Time to Restore
On-Net Services
6 hours
Averaged Over A Month
Escalation
(see above)
Mean Time to Restore
Off-Net Services
6 hours
Averaged Over A Month
Escalation
(see above)
Customer shall bear any expense incurred,
e.g.
, dispatch/labor costs, where a Service Interruption is found to be the fault of
Customer, its end users, agents, representatives or third-party suppliers.
E.
Customer Responsibilities
Comcast will retain ownership and management responsibility for the Comcast Switch. As a result, the Comcast Switch must be used
only for delivering Comcast Services. Customer is responsible for providing the Customer Switch or Router to connect to the UNI. To
ensure proper performance, Customer is required to shape its egress traffic to the contracted CIR.
Customers have the following responsibilities related to the installation, support, and maintenance of the Service:
•
Provide an operating environment with temperatures not below fifty-five (55) or above eighty-five (85) degrees Fahrenheit.
Humidity shall not exceed ninety (90) percent at eighty-five (85) degrees Fahrenheit.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
10
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
•
Provide secure space sufficient for access to one (1) standard, freestanding, equipment cabinet at each of the Service Locations,
no further than fifty (50) feet from the Customer Switch or Router interface.
•
Provide outside cable entry conduit(s), entry cable ground point, and internal building conduit to allow Comcast the ability to
rod/rope a fiber optic cable to the Demarcation Point.
•
Locate and mark all private underground utilities (water, electric, etc.) along path of new underground placement not covered
by utility companies.
•
Provide a pull rope in any existing duct that Comcast is to use and ensure existing duct is serviceable for Comcast use.
•
Obtain “right-of-way” entry easement for Comcast facilities and equipment from property owners at each Service Location.
•
Coring of the Service Location’s outside wall and internal walls. Upon request, Comcast can perform this activity on an “as
needed” basis for an additional fee.
•
Provide backup battery power equipment.
•
Emergency local generator backup service, if applicable.
•
Provide access to the buildings and Demarcation Point at each Service Location to allow Comcast and its approved contractors
to install the Service and for regular (8am - 5pm) and emergency (24 hour) service and maintenance of Comcast’s equipment
and facilities.
•
Provide, install and maintain a device that is capable of interconnecting network traffic between the Service and the Customer’s
LAN.
•
Customer must provide a point of contact (“
POC
”) for installation, service activation and any maintenance activities.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
11
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
COMCAST ENTERPRISE SERVICES
PRODUCT-SPECIFIC ATTACHMENT
ETHERNET TRANSPORT SERVICES
SCHEDULE A-2
SERVICE LEVEL AGREEMENT
The Services are backed by the following Service Level Agreement:
A.
Definitions
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Ethernet Transport Services PSA or the
General Terms and Conditions.
“
Jitter
” means the short-term variations for a portion of successfully delivered service frames. Jitter may also be referred to as Frame
Delay Variation.
“
Latency
”
means the average delay for a portion of successfully delivered service frames. Latency may also be referred to as Frame
Delay.
“
Market
” means the Comcast geographic region where the applicable Service Location is located, as identified on the Sales Order.
“
Packet Loss
” means the difference between the number of service frames transmitted at the ingress UNI and the total number of service
frames received at the egress UNI. Packet Loss may also be referred to as Frame Loss.
“
Planned Service Interruption
” means any Service Interruption caused by planned work such as scheduled maintenance or planned
enhancements or upgrades to the network.
“
Service Interruption
” means an interruption in transmission that renders the Service unusable due to a total loss of signal for the
Service. The Service shall be “Available” in the absence of a Service Interruption.
B.
Ethernet Transport Service Level Agreements
1.
Availability SLA
Comcast’s liability and Customer’s sole remedy for Service Interruptions, and errors, omissions, interruptions, delays, outages,
or defects in transmission or switching of any Service (individually or collectively, “
Liability
”), shall be limited to the amounts
set forth in the Tables below with the stated percentages to be applied against the MRC (as defined below) associated with the
impacted portion of the Service set forth in the Sales Order (“
Availability Credit
”). For the purposes of calculating credit for
a Service Interruption, the “
Length of Service Interruption
” begins when the Customer reports such Service Interruption and
a trouble ticket is opened, and concludes upon the closing of the same trouble ticket or, if sooner, the termination of the Service
Interruption, less any time Comcast is awaiting additional information or premises testing from the Customer. In no event shall
the total amount of Availability Credit issued to Customer’s account on a per-month basis exceed 50% of the total monthly
recurring charge (“
MRC
”) associated with the impacted portion of the Service set forth in the Sales Order. The Length of
Service Interruptions for separately occurring Service Interruptions will not be aggregated for purposes of determining
Availability Credit allowances. To qualify, Customer must request the Availability Credit from Comcast within thirty (30) days
of the beginning of the Service Interruption. Comcast shall not incur any Liability, including Availability Credit, for any failure
of the Services caused by force majeure events, Planned Service Interruptions, Customer actions, omissions or equipment
(including Customer-Provided Equipment), a Customer Switch or Router, or any other items set forth in the “Exceptions to
Credit Allowances” section below.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
12
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
TABLE 1: Availability SLA for Services provided over On-Net Fiber
or Off-Net Dedicated Fiber Transport (99.99%
Availability)
Length of Service Interruption:
Availability Credit:
Less than 4 minutes
None
At least 4 minutes but less than 4 hours
5% of Total MRC
At least 4 hours but less than 8 hours
10% of Total MRC
At least 8 hours but less than 12 hours
20% of Total MRC
At least 12 hours but less than 16 hours
30% of Total MRC
At least 16 hours but less than 24 hours
40% of Total MRC
24 hours or greater
50% of Total MRC
TABLE 2: Availability SLA for Services provided over On-Net HFC
, Off-Net Non-Dedicated Fiber or Off-Net Non-Fiber
Transport (99.9% Availability)
Length of Service Interruption:
Availability Credit:
Less than 40 minutes
None
At least 40 minutes but less than 4 hours
5% of Total MRC
At least 4 hours but less than 8 hours
10% of Total MRC
At least 8 hours but less than 12 hours
20% of Total MRC
At least 12 hours but less than 16 hours
30% of Total MRC
At least 16 hours but less than 24 hours
40% of Total MRC
24 hours or greater
50% of Total MRC
SEPARATELY OCCURRING SERVICE INTERRUPTIONS ARE NOT AGGREGATED FOR THE PURPOSES OF
DETERMINING CREDIT ALLOWANCES.
2.
Performance Objectives SLA
The performance objectives associated with traffic flows between any two (2) Service Locations are dependent upon the performance
tier, which is determined by Comcast, in its sole discretion, based on the locations of the respective Service Locations, designated as
“Service Location A” and “Service Location Z” on the applicable Sales Order (“
Performance Tier
” or “
PT
”). Traffic flow between
Service Location A and Service Location Z is a “
Service Location Pairing
.”
For any Sales Order accepted by Comcast on or before June 15, 2023, the PT for a particular Service Location Pairing is assigned by
Comcast, in its sole discretion, based on the Market of each Service Location in a Service Location Pairing.
For any Sales Order accepted by Comcast after June 15, 2023, the PT for a particular Service Location Pairing is assigned by Comcast,
in its sole discretion, based on the mileage between Service Location A and Service Location Z (“
Mileage Band
”). For clarity and
avoidance of doubt, the below table is intended only as a guide and Comcast reserves the right to assign or re-assign a particular Service
Location Pairing a different PT than the PT corresponding to the applicable Mileage Band in the table below based on certain factors,
including, but not limited to, the geographic landscape, terrain, and particular fiber route(s).
Performance Tiers
PT0
PT1
PT2
PT3
PT4
Mileage Band
0-50 miles
51-150 miles
151-750 miles
751-2,500 miles
2,501-4,300 miles
Access Types
1.
On-Net Access
. For On-Net access, the Mileage Band will be determined by multiplying (A) the total number of direct air
miles “as the crow flies” (“
Direct Miles
”) between Service Location A and Service Location Z, by (B) 1.25.
2.
Off-Net Access
. In addition to On-Net access, Comcast enables Off-Net access to Ethernet Transport Services via one or more
third party provider(s). The Performance Tier for Off-Net Service is based upon the location of the Off-Net Service Location,
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
13
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
the location of the NNI between Comcast and the third party provider and the performance commitment from the third party
provider. For Off-Net Access, the Mileage Band will equal the sum of: (A) (the Direct Miles between Service Location A and
NNI * 1.25), plus (B) (Direct Miles between NNI and Service Location Z * 2).
Performance Tiers and Performance Objectives
Comcast collects continuous in-band performance measurements for the Services. The calculation of all Latency, Jitter and Packet Loss
performance metrics for each calendar month for purposes of this performance objectives service level agreement are based upon the
average of sample round trip measurements taken by Comcast during the applicable calendar month, excluding any period during which
there is a Service Interruption. The below charts indicate the performance objectives for each of the performance metrics over each
calendar month based on the applicable Performance Tier and CoS.
1.
Performance Tier 0 (PT0) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Latency (Round Trip Network Delay)
45ms
24ms
4ms
Jitter (Network Delay Variation)
20ms
10ms
1ms
Packet Loss
<1%
<0.01%
<0.001%
2.
Performance Tier 1 (PT1) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Latency (Round Trip Network Delay)
90ms
46ms
14ms
Jitter (Network Delay Variation)
20ms
10ms
2ms
Packet Loss
<1%
<0.01%
<0.001%
3.
Performance Tier 2 (PT2) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Latency (Round Trip Network
Delay)
160ms
90ms
46ms
Jitter (Network Delay Variation)
25ms
15ms
5ms
Packet Loss
<1%
<.02%
<.01%
4.
Performance Tier 3 (PT3) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Latency (Round Trip Network
Delay)
200ms
160ms
90ms
Jitter (Network Delay Variation)
30ms
20ms
10ms
Packet Loss
<1%
<.04%
<.02%
5.
Performance Tier 4 (PT4) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
14
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
Latency (Round Trip Network
Delay)
240ms
200ms
160ms
Jitter (Network Delay Variation)
35ms
25ms
15ms
Packet Loss
<1%
<.05%
<.04%
Credit Allowance
Customer’s sole remedy for Comcast’s failure to achieve the applicable performance metric standards above over a given calendar
month for the Service are the receipt of the following credit amounts with the stated percentages to be applied against the MRC associated
with the impacted portion of the Service set forth in the Sales Order (“
Performance Objective
Credits
”).
TABLE 1: Credit Allowance for Latency Performance Metric
Performance Tier
PT0
PT1
PT2
PT3
PT4
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Class of Service
Premium
0 -4
No
Credit
0 -14
No
Credit
0 - 46
No
Credit
0 - 90
No
Credit
0 to 160
No
Credit
4.01 - 24
10%
>14 - 46
10%
>46 - 90
10%
>90 - 160
10%
>160 - 200
10%
24.01 - 45
25%
>46 - 90
25%
>90 - 160
25%
>160 - 200
25%
>200 - 240
25%
>45
50%
>90
50%
>160
50%
>200
50%
>240
50%
Priority
0 - 24
No
Credit
0 - 46
No
Credit
0 - 90
No
Credit
0 to 160
No
Credit
0 to 200
No
Credit
24.01 - 45
10%
>46 - 90
10%
>90 - 160
10%
>160 - 200
10%
>200 - 240
10%
45.01 - 60
25%
>90 - 160
25%
>160 - 200
25%
>200 - 240
25%
>240 - 300
25%
>60
50%
>160
50%
>200
50%
>240
50%
>300
50%
Basic
0 - 45
No
Credit
0 - 90
No
Credit
0 to 160
No
Credit
0 to 200
No
Credit
0 to 240
No
Credit
45.01 - 60
10%
>90 - 160
10%
>160 - 200
10%
>200 - 240
10%
>240 - 300
10%
60.01 - 90
25%
>160 - 200
25%
>200 - 240
25%
>240 - 300
25%
>300 -360
25%
>90
50%
>200
50%
>240
50%
>300
50%
>360
50%
TABLE 2: Credit Allowance for Jitter Performance Metric
Performance Tier
PT0
PT1
PT2
PT3
PT4
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Class of Service
Premium
0 - 1
No
Credit
0 - 2
No
Credit
0 - 5
No
Credit
0 - 10
No
Credit
0 - 15
No
Credit
1.01 - 3
10%
>2 - 3
10%
>5 - 10
10%
>10 - 15
10%
>15 - 20
10%
3.01 - 5
25%
>3 - 5
25%
>10- 15
25%
>15 - 20
25%
>20 - 30
25%
>5
50%
>5
50%
>15
50%
>20
50%
>30
50%
Priority
0 - 10
No
Credit
0 - 10
No
Credit
0 - 15
No
Credit
0 - 20
No
Credit
0 - 25
No
Credit
10.01 - 15
10%
>10 - 15
10%
>15 - 20
10%
>20 - 30
10%
>25- 40
10%
15.01 - 20
25%
>15 - 20
25%
>20 - 30
25%
>30 - 50
25%
>40 - 60
25%
>20
50%
>20
50%
>30
50%
>50
50%
>60
50%
Basic
0 - 20
No
Credit
0 - 20
No
Credit
0 - 25
No
Credit
0 - 30
No
Credit
0 - 35
No
Credit
20.01 - 30
10%
>20- 30
10%
>25 - 40
10%
>30- 50
10%
>35 - 60
10%
30.01 - 50
25%
>30- 50
25%
>40 - 60
25%
>50 - 80
25%
>60- 90
25%
>50
50%
>50
50%
>60
50%
>80
50%
>90
50%
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
15
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
TABLE 3: Credit Allowance for Packet Loss Performance Metric
Performance Tier
PT0
PT1
PT2
PT3
PT4
Measurement
Credit
Measurement
Credit
Measurement
Credit
Measurement
Credit
Measurement
Credit
Class of Service
Premium
0% - 0.001%
No
Credit
0% - 0.001%
No
Credit
0% - 0.01%
No
Credit
0% - 0.02%
No
Credit
0% - 0.04%
No
Credit
0.001% -
2.00%
10%
>0.001% - 2%
10%
>0.01% - 2%
10%
>0.02% - 2%
10%
>0.04% - 2%
10%
2.01% -
4.00%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>4.00%
50%
>4%
50%
>4%
50%
>4%
50%
>4%
50%
Priority
0% - 0.01%
No
Credit
0% - 0.01%
No
Credit
0% - 0.02%
No
Credit
0% - 0.04%
No
Credit
0% - 0.05%
No
Credit
0.01% -
2.00%
10%
>0.01% - 2%
10%
>0.02% - 2%
10%
>0.04% - 2%
10%
>0.05% - 2%
10%
2.01% -
4.00%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>4.00%
50%
>4%
50%
>4%
50%
>4%
50%
>4%
50%
Basic
0% - 1.00%
No
Credit
0% - 1%
No
Credit
0% - 1%
No
Credit
0% - 1%
No
Credit
0% - 1%
No
Credit
1.01% -
2.00%
10%
>1% - 2%
10%
>1% - 2%
10%
>1% - 2%
10%
>1% - 2%
10%
2.01% -
4.00%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>4.00%
50%
>4%
50%
>4%
50%
>4%
50%
>4%
50%
Customer shall be entitled to receive a Performance Objective Credit only for one performance metric failure per affected portion of the
Service per calendar month. For example, if the applicable metric for Jitter and Latency were missed for the same transport connection
(Service Location A to Service Location Z) in a given calendar month, Customer will be entitled only to the Performance Objective
Credit associated with either the Jitter or Latency failure for such portion of the Service. In addition, Customer may not receive both the
Performance Objective Credit and an Availability Credit for the same portion of the Service in the same calendar month. To qualify for
a Performance Objective Credit, Customer must request the applicable Performance Objective Credit from Comcast within thirty (30)
days of the end of the applicable calendar month in which the applicable Performance Metric standard was not achieved. Comcast shall
not incur any Liability, including Performance Objective Credit, for any failure of the Services caused by force majeure events, Planned
Service Interruptions or other scheduled maintenance events, Customer actions or omissions, Customer-provided power or equipment,
including Customer-Provided Equipment, a Customer Switch or Router or any other items set forth in the “Exceptions to Credit
Allowances” section below.
C.
Exceptions and Terms Applicable to All SLAs
1.
Emergency Blocking
The parties agree that if either party hereto, in its reasonable and sole discretion, determines that an emergency action is necessary
to protect its own network, the party may, after engaging in reasonable and good faith efforts to notify the other party of the need
to block, block any transmission path over its network by the other party where transmissions do not meet material standard industry
requirements. The parties further agree that none of their respective obligations to one another under the Agreement will be affected
by any such blockage except that the party affected by such blockage will be relieved of all obligations to make payments for
charges relating to the circuit(s) which is so blocked and that no party will have any obligation to the other party for any claim,
judgment or liability resulting from such blockage.
2.
Remedy Processes
All claims and rights arising under this Service Level Agreement must be exercised by Customer in writing within the time period
set forth in Sections B.1 and B.2 of this Service Level Agreement, as applicable. The Customer must submit the following
information to the Customer’s Comcast account representative with any and all claims for credit allowances: (a) Organization name;
(b) Customer account number; and (c) basis of credit allowance claim (including date and time, if applicable). Comcast will
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
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ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.14)
acknowledge and review all claims promptly and will inform the Customer by electronic mail or other correspondence whether a
credit allowance will be issued or the claim rejected, with the reasons specified for the rejection.
3.
Exceptions to Credit Allowances
Comcast’s failure to meet either of the SLAs set forth on this Schedule A-2 shall not qualify for the remedies set forth herein if such
failure is related to, associated with, or caused by: Planned Service Interruptions or other scheduled maintenance events; Customer
actions or omissions; a Customer Switch or Router; Customer-provided power or equipment, including Customer-Provided
Equipment; any third party not contracted through Comcast, including, without limitation, Customer’s users, third-party network
providers, any power, equipment or services provided by third parties; or an event of force majeure as defined in the Agreement.
4.
Other Limitations
THE TOTAL CREDIT ALLOWANCE PER CALENDAR MONTH UNDER THIS SCHEDULE A-2 IS CAPPED AT 50% OF
THAT MONTH’S MRC FOR THE IMPACTED PORTIONS OF SERVICE. In addition, the remedies set forth in this Service
Level Agreement shall be Customer’s sole and exclusive remedies for any Service Interruption, outage, unavailability, delay, or
other degradation, or any Comcast failure to meet the service objectives or otherwise comply with this SLA.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.26)
PRODUCT-SPECIFIC ATTACHMENT
INTRASTATE ETHERNET TRANSPORT SERVICES
The following additional terms and conditions are applicable to Sales Orders for Comcast’s Intrastate Ethernet Transport Services.
DEFINITIONS
Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the General Terms and Conditions.
“
Comcast Switch
” means Comcast’s ethernet terminating
device located at a Service Location and used for provisioning
its services and the delivery of the UNI (as defined in Schedule
A-1). The Comcast Switch constitutes Comcast Equipment.
“
Customer Switch or Router
” means the switch or router
installed at the Service Location and used to connect to the UNI.
The Customer Switch or Router may be Comcast Equipment or
Customer-Provided Equipment.
“
Estimated Availability Date
” means the target date for
delivery of Service.
“
HFC Network
” means a hybrid fiber coax network.
“
Off-Net
” means geographical locations that are outside of
Comcast’s service area and/or geographical locations that are
within Comcast’s service area generally but are not readily
accessible by Comcast Network facilities. All Off-Net Services
are provided by third-party service providers. Off-Net Services
that are provisioned over a dedicated fiber optic network are
referred to as “
Off- Net Dedicated Fiber
.” Off-Net Services
that are provisioned over a non-dedicated fiber optic network
are referred to as “
Off-Net Non-Dedicated Fiber
”. Off-Net
services that are provisioned over a non-fiber network (
e.g.
,
coax, fixed wireless, and other non-fiber access technologies)
are referred to as “
Off-Net Non-Fiber
”.
“
On-Net
” means geographical locations where Comcast
currently provides Services through the Comcast Network. On-
Net Services may be provisioned over a fiber optic network
(“
On-Net Fiber
”) or via an HFC Network (“
On-Net HFC
”),
as available through Comcast.
“
Service(s)
” means Intrastate Ethernet Transport Services.
ARTICLE
1.
SERVICES
AND
SERVICE
AVAILABILITY
This attachment shall apply to Comcast’s Intrastate Ethernet
Transport Services. A further description of the Services is set
forth in Schedule A-1 hereto which is incorporated herein by
reference.
Comcast offers the Service in the following states:
Alabama
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Illinois
Indiana
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
New Hampshire New Jersey
Oregon
Pennsylvania
Tennessee
Texas
Utah
Washington
West Virginia
Vermont
Virginia
South Carolina
District of Columbia
ARTICLE 2. REGULATORY APPROVAL; TRAFFIC
MIX
Comcast’s pricing for Service may be subject to FCC, public
service commission or other regulatory approval. Further,
Customer represents that its use of the Service hereunder will
be exclusively for the transmission of communications traffic
that is classified as jurisdictionally intrastate under FCC rules
and regulations. Customer specifically represents that ten
percent (10%) or less of the traffic transmitted via the Service
will be interstate. (For this purpose, Customer’s representation
relates to the traffic carried over the Service rather than the
locations of the physical endpoints of the facility over which the
Service is delivered.) If at any time during the term of the
Agreement or any Service Term, more than ten percent (10%)
of the traffic transmitted via the Service is interstate, Customer
shall immediately notify Comcast of the same in writing.
Further, Comcast reserves the right, in its reasonable sole
discretion, to reclassify Customer’s use of Service as
jurisdictionally interstate or intrastate, as appropriate. Subject
to the limits as set forth in Section 768.28, Florida Statutes,
Customer agrees to indemnify, defend, and hold Comcast
harmless from any claims by third parties, including, without
limitation, any governmental entities, resulting from or arising
out of Customer’s failure to properly represent or certify the
jurisdictional nature of its use of the Service(s).
ARTICLE 3. CUSTOM INSTALLATION FEES
Once Comcast accepts a Sales Order for Service, Comcast will
invoice Customer for all Custom Installation Fee(s). Pursuant
to Section 218.73 and 218.74, Florida Statutes, Customer will
pay the Custom Installation Fee(s) within forty-five (45) days
of the invoice date unless a payment schedule is specified in the
applicable Sales Order.
ARTICLE 4. PROVISIONING INTERVAL
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
EXHIBIT D
11/19/2024
2
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
Following Comcast’s acceptance of a Sales Order, Comcast
shall notify Customer of the Estimated Availability Date
applicable to that Sales Order. Comcast shall use commercially
reasonable efforts to provision the Service on or about the
Estimated
Availability
Date;
provided, however,
that
Comcast’s failure to provision Service by said date shall not
constitute a breach of the Agreement.
ARTICLE 5. SERVICE COMMENCEMENT DATE
Comcast shall inform Customer when the Service is available
and performing at the Service Location in accordance with the
Technical
Specifications
(as
defined
in
Article
8)
(“
Availability Notification
”). Charges for Service shall begin
to accrue as of the Service Commencement Date. The Service
Commencement Date shall be earliest of: (A) the date on which
Customer confirms receipt of and concurrence with the
Availability Notification; (B) five (5) business days following
the date of the Availability Notification, if Customer fails to
notify Comcast that the Service does not comply materially
with the Technical Specifications (as defined below) or (C) the
date on which Customer first uses the Service. In the event that
a Service Term has not been expressly set forth in a Sales
Order, the Service Term for such Sales Order shall be twelve
(12) months.
ARTICLE 6. TERMINATION CHARGES;
PORTABILITY; UPGRADES; OFF-NET SERVICES
6.1
The charges set forth or referenced in each Sales Order have
been extended to Customer in reliance on the Service Term set
forth therein.
6.2 Termination Charges for On-Net Services
.
A
.
Subject to Section 6.3, in the event that On-Net
Service is terminated following Comcast’s acceptance of the
applicable
Sales
Order,
but
prior
to
the
Service
Commencement Date, Customer shall pay Termination
Charges equal to one hundred and twenty percent (120%) of
the costs and expenses incurred by Comcast in installing or
preparing to install the On-Net Service
B.
Subject to Section 6.3, in the event that On-Net
Service is terminated on or following the Service
Commencement Date but prior to the end of the applicable
Service Term, Customer shall pay Termination Charges equal
to a percentage of the monthly recurring charges remaining for
the unexpired portion of the then-current Service Term,
calculated as follows:
i.
100% of the monthly recurring charges with respect
to months 1-12 of the Service Term; plus
ii.
80% of the monthly recurring charges with respect to
months 13-24 of the Service Term; plus
iii.
65% of the monthly recurring charges with respect to
months 25 through the end of the Service Term; plus
iv.
100% of any remaining, unpaid Custom Installation
Fees.
Termination Charges shall be immediately due and payable
upon cancellation or termination and shall be in addition to any
and all accrued and unpaid charges for the Service rendered by
Comcast through the date of cancellation or termination.
Comcast shall notify Customer of all Off-Net services being
provided.
C. Termination Charges for Off-Net Services.
Subject to
Section 6.3, in the event that Off-Net Service is terminated
following Comcast’s acceptance of the applicable Sales Order
but prior to the Service Commencement Date, Customer shall
pay Termination Charges equal to one hundred and twenty
percent (120%) of the costs and expenses incurred by Comcast
in installing or preparing to install the Off-Net Service,
including any third-party costs incurred by Comcast as a result
of the early termination of the Service.
D.
Subject to Section 6.3, in the event that Off-Net
Service is terminated on or following the Service
Commencement Date but prior to the end of the applicable
Service Term, Customer shall pay Termination Charges equal
to 100% of the monthly recurring charges remaining through
the end of the Service Term plus 100% of any remaining,
unpaid Custom Installation Fees. Customer shall also pay any
third-party charges incurred by Comcast as a result of the early
termination of Service.
6.3 Exclusions.
Termination Charges shall not apply to Service
terminated by Customer as a result of Comcast’s material and
uncured breach in accordance with the General Terms and
Conditions.
6.4 Portability.
Customer may terminate an existing On- Net
Service (an “
Existing Service
”) and turn up a replacement On-
Net Service (
i.e.
, activate Service with termination points on
Comcast’s network that are different than those of the Existing
Service) (a “
Replacement Service
”) without incurring
Termination Charges with respect to the Existing Service,
provided that (a) the Replacement Service must have a Service
Term equal to or greater than the remaining Service Term of the
Existing Service but in no event less than twelve (12) months;
(b) the Replacement Service must have monthly recurring
charges equal to or greater than the monthly recurring charges
for the Existing Service; (c) Customer submits a Sales Order to
Comcast for the Replacement Service within ninety (90) days
after termination of the Existing Service and that Sales Order is
accepted by Comcast; (d) Customer reimburses Comcast for
any and all installation charges that were waived with respect
to the Existing Service; and (e) Customer pays the actual costs
incurred by Comcast in installing and provisioning the
Replacement Service.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
3
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
6.5 Upgrades.
Customer may upgrade the speed or capacity of
an Existing Service without incurring Termination Charges,
provided that (a) the upgraded Service (the “
Upgraded
Service
”) must assume the remaining Service Term of the
Existing Service, but in no event less than twelve (12) months;
(b) the Upgraded Service must have the same points of
termination on Comcast’s network as the Existing Service; (c)
Customer submits a Sales Order to Comcast for the Upgraded
Service and that Sales Order is accepted by Comcast; (d)
Customer pays Comcast’s applicable nonrecurring charges for
the upgrade; and (e) Customer agrees to pay the applicable
monthly recurring charges for the Upgraded Service
commencing with the upgrade. Upgrades to Off-Net Services
are subject to the applicable third party service provider rules
and availability. Comcast has no obligation to upgrade
Customer’s Off-Net Service.
6.6 Off-Net Services.
If Customer is receiving Off-Net
Services, Comcast shall, in its sole discretion, have the ability
to (a) provide On-Net Services in lieu of such Off-Net Services
and/or (b) substitute the current Off-Net Services provider for
an alternate Off-Net Services provider, each, at no additional
cost to Customer; provided, however, that Comcast shall not
make any changes to Customer’s Off-Net Services provider
that could, in Comcast’s reasonable opinion, impair
Customer’s specific network design or provider attributes (
e.g.
,
diversity). Comcast shall use commercially reasonable efforts
to coordinate a mutually agreeable time with Customer to
conduct any such changes. Comcast shall notify Customer of
all Off-Net services being provided.
ARTICLE 7. ADDITIONAL INFORMATION
As necessary for the interconnection of the Service with
services provided by third parties, Comcast may request (as
applicable), and Customer will provide to Comcast, circuit
facility assignment information, firm order commitment
information, and design layout records necessary to enable
Comcast to make the necessary cross-connection between the
Service and Customer’s other service provider(s). Comcast may
charge Customer nonrecurring and monthly recurring cross-
connect charges to make such connections.
ARTICLE
8.
TECHNICAL
SPECIFICATIONS;
SERVICE LEVEL AGREEMENT
The technical specifications applicable to the Service are set
forth in Schedule A-1 hereto (“
Technical Specifications
”). The
service level agreement applicable to the Services is set forth in
Schedule A-2 hereto (“
Service Level Agreement
” or “
SLA
”).
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
4
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
COMCAST ENTERPRISE SERVICES
PRODUCT-SPECIFIC ATTACHMENT
INTRASTATE ETHERNET TRANSPORT SERVICES
SCHEDULE A-1
SERVICE DESCRIPTIONS, TECHNICAL SPECIFICATIONS AND PERFORMANCE STANDARDS
The Services will be provided in accordance with the service descriptions, technical specifications and performance standards set forth
below:
A.
Service Descriptions
1.
Ethernet Network Service (“ENS”)
is a multipoint-to-multipoint transport service that enables Customer to connect multiple
physically distributed Service Locations across a metropolitan area network (“
MAN
”) or wide area network (“
WAN
”) as if
such Service Locations are on the same local area network (“
LAN
”) by providing an ethernet virtual connection (“
EVC
”)
between such Service Locations. The EVC is provided by using industry standard 100 Mbps, 1 Gbps, 10 Gbps or 100 Gbps
ethernet user-to-network interfaces, which are located on a Comcast Switch (“
UNI
”) to enable bidirectional connections
between the Customer Switches or Routers at the Service Locations. ENS provides virtual LAN (“
VLAN
”) transparency,
enabling Customer to implement Customer’s own VLANs without any coordination with Comcast. ENS is available with
flexible bandwidth options from 1 Mbps to 10 Gbps. Comcast offers three (3) classes of ENS, as described in the Technical
Specifications below.
2.
Ethernet Private Line (“EPL”)
is a point-to-point transport service that provides an EVC between two (2) Service Locations
by using industry standard 100 Mbps, 1 Gbps, 10 Gbps or 100 Gbps UNI to enable bidirectional connections between the
Customer Switches or Routers at such Service Locations. EPL is available with flexible bandwidth options from 1 Mbps to 10
Gbps. EPL enables the Customer to use any VLANs without coordination with Comcast. Comcast offers three (3) classes of
EPL, as described in the Technical Specifications below.
Ethernet Private Line Service (EPL)
Point-to-point connectivity between two Service Locations
SITE 1
SITE 2
Comcast
Switch
Comcast
Switch
Comcast Network
SITE 1
Comcast
Switch
Customer
Switch or
Router
Service Location
1
Ethernet Network Service (ENS)
Multipoint-to-multipoint connectivity
Customer
Switch or
Router
Service Location
3
Customer
Switch or
Router
Service Location
2
Customer
Switch or
Router
Customer
Switch or
Router
Service Location 2
Service Location 1
Dedicated capacity
over the network
Customer
Premises
Equipment
Customer
Premises
Equipment
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
5
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
Service Location 1
(Aggregation
Service Location)
3.
Ethernet Virtual Private Line (“EVPL”)
is a point-to-multipoint transport service that provides a connection between two
(2) Service Locations similar to EPL, but supports the added flexibility to multiplex multiple EVCs on a single UNI at the
Customer’s hub or aggregation Service Location (the “
Aggregation Service Location
”). Specifically, EVPL provides an EVC
between the Aggregation Service Location and one or more other Service Locations by using industry standard 100 Mbps, 1
Gbps, 10 Gbps or 100 Gbps UNI to enable bidirectional connections between the Customer Switch or Router at Customer’s
Aggregation Service Location and the Customer Switch or Router at one or more of Customer’s other Service Locations. The
multiplexing capability is not available at Service Locations served by Comcast On-Net HFC. For clarity, in order for EVPL
to enable a connection between two (2) Service Locations, one of such Service Locations must be the Aggregation Service
Location. By way of example, in the diagram below, EVPL enables a bidirectional connection between Service Location 1
and Service Location 2, and between Service Location 1 and Service Location 3, but not between Service Location 2 and
Service Location 3. EVPL is available with flexible bandwidth options from 1 Mbps to 10 Gbps. Comcast offers three classes
of EVPL, as described in the Technical Specifications below.
4.
Multiple Access Options
The Services are available with the following access options:
•
On-Net Fiber Access
– Connectivity to Service Locations is enabled via Comcast On-Net Fiber infrastructure.
•
On-Net HFC Access
– Connectivity to Service Locations is enabled via Comcast On-Net HFC infrastructure.
•
Off-Net Access
(Off-Net Dedicated Fiber, Off-Net Non-Dedicated Fiber, and Off-Net Non-Fiber) – Connectivity to Service
Locations is enabled through a network-to- network interface (“
NNI
”) via third-party network provider.
5.
EVC Area Types
The Services are available both within and between certain major metropolitan areas throughout the United States. Each EVC
is assigned an EVC area type (Metro, Regional or Continental, as described below) based upon the proximity of Customer’s
respective Service Locations. “
Region
” means a Comcast-defined geographical region, as determined by Comcast from time
to time, within Comcast’s cable footprint. “
Metro
” means a Comcast-defined sales market, as determined by Comcast from
time to time, within a Region.
•
Metro
– EVC enables connectivity between Service Locations within the same Metro.
•
Regional
– EVC enables connectivity between Service Locations that are in different Metros, but within the same Region.
•
Continental
– EVC enables connectivity between Service Locations that are in different Regions.
Comcast
Switch
Comcast
Switch
Service
Location 2
Comcast Network
Customer
Switch or Router
Service
Location 3
Customer
Switch or
Router
Ethernet Virtual Private Line Service (EVPL)
Point-to-multipoint connectivity
Customer
Switch or
Router
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
6
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
6.
Off-Net Service Locations
Customer acknowledges and agrees that without Customer confirmation of the Service, Comcast may be unable to completely
deliver the Service. Comcast shall make three (3) attempts to schedule a call during which Customer will confirm readiness to
receive the Service in accordance with the Customer Responsibilities set forth in Section E of this Schedule and Article 7 (Additional
Information) herein, as applicable. If Comcast’s attempts to schedule a call are unsuccessful, then Comcast may terminate the
applicable Service Order at such Service Location, upon prior written notice to Customer (subject to applicable Termination
Charges)
B.
Technical Specifications
1.
Ethernet User-to-Network Interface
The Services provide bidirectional, full duplex transmission of untagged ethernet frames using a standard IEEE 802.3 UNI to attach
to the Customer Switch or Router. Figure 1 lists the available UNI speeds and their UNI physical interfaces, and available
committed information rate (
“
CIR
”) bandwidth increments and committed burst sizes (“
CBS
”). CIR increments of less than 10
Mbps are generally not available in conjunction with Off-Net Services.
UNI
Speed
UNI Physical
Interface
CIR
Increments
CBS
(bytes)
1 Mbps
25,000
100 Mbps
100BaseT
10 Mbps
250,000
1 Gbps
1000Base T or
1000BaseSX
100 Mbps
2,500,000
10 Gbps
10GBase-SR or
10GBase-LR
1 Gbps
25,000,000
100 Gbps
100GBASE-LR4
10 Gbps
25,000,000
Figure 1: Available UNI interface types and CBS values for different CIR increments
2.
Class of Service (“CoS”) Options
The Services are available with three (3) different CoS options that allow for differentiated Service performance levels for different
types of network traffic. This includes Basic (Low), Priority (Medium) and Premium (High). CoS is used to prioritize customer
mission-critical traffic over lower priority traffic in the network. Customer must specify a CIR for each CoS to indicate how much
bandwidth should be assigned to that CoS. The performance metrics associated with each CoS are described in the SLA. As
described in the following table, permissible CoS options vary by access type.
Access Type
CoS Options
On-Net Fiber
Basic, Priority & Premium
On-Net HFC
Basic & Priority
Off-Net Dedicated
Fiber
Basic, Priority & Premium
Off-Net Non-
Dedicated Fiber
Basic & Priority
Off-Net Non-Fiber
Basic & Priority
3.
CoS Identification and Marking
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
7
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
Customer traffic classification and forwarding is based upon CoS prioritization that is specified in the Sales Order. It is the
Customer’s responsibility to shape traffic to ordered bandwidth. If the Customer only orders a single CoS solution, Customer is not
required to mark Customer’s packets and all Customer packets will be forwarded based upon 802.1p value associated with the CoS
level specified in the Sales Order. All packets, tagged or untagged, will be mapped into the subscribed CoS.
•
If Customer implements a multi-CoS solution or for EVPL ports with service multiplexing, the Customer must mark all packets
using C-tag 802.1p CoS values as specified in the table below to ensure the Service will provide the intended CoS performance
objectives.
•
For multi-CoS solutions, untagged packets will be treated as if they are marked with a 0. Packets with other 802.1p values are
mapped to the lowest subscribed CoS.
•
For EVPL ports with service multiplexing, untagged packets will be discarded and C-tag VLAN ID values are used to map
traffic to applicable EVCs. Based on Ethernet Frame 802.1p values, Customer’s traffic is mapped to the Comcast forwarding
classes traffic accordingly to the table below:
CoS Type
802.1p Marking
Basic (Low)
0-1
Priority (Medium)
2-3
Premium (High)
5
4.
Mac Learning and Forwarding
(ENS only)
The ENS is capable of learning up to 2,500 MAC addresses from all interfaces connecting to the Service. It is highly recommended
that routing equipment be utilized to minimize the number of MAC addresses exposed directly to the Service in larger networks.
Any addresses in excess of 2,500 will not be learned and traffic directed to these addresses will be treated as “unknown unicast”.
5.
Traffic Management
Comcast’s Network traffic-policing policies restrict traffic flows to the subscribed CIR for each CoS. Comcast will discard the non-
conforming packets if (a) the Customer transmitted bandwidth rate for any CoS exceeds the subscribed CIR and CBS or (b) 64 byte
frames comprised more than fifty percent (50%) of the CIR for On-Net HFC Service. For packets marked with a non-conforming
CoS marking, the Service will transmit such packets using the Basic CoS without altering the Customer’s CoS markings. Traffic
management policies associated with Off-Net Services will conform to the policies enforced by the third-party service provider.
Encrypted tunnels cannot exceed 30Gpbs for Regional or Continental EVC area types.
6.
Maximum Frame Size
Services delivered via fiber support a maximum transmission unit (“
MTU
”) frame size of 2,000 bytes for untagged, tagged and Q-
in-Q traffic with IEEE 802.1q or IEEE 802.1ad encapsulation types.
•
Services delivered via On-Net Fiber may, if set forth in a Sales Order or change order thereto, support an MTU up to 9,100
bytes for untagged, tagged and Q-in-Q frame sizes.
•
Services delivered via Off-Net Dedicated Fiber may, if set forth in a Sales Order or change order thereto, support an MTU up
to 9,100 bytes for untagged, tagged and Q-in-Q frame sizes, but only, and solely, to the extent the applicable Off-Net provider
can support such MTU frame size.
Services delivered via HFC support an MTU frame size of 1,522 bytes
for untagged, tagged and Q-in-Q traffic with IEEE 802.1q
or IEEE 802.1ad encapsulation types.
•
Services delivered via On-Net HFC may, if set forth in a Sales Order or change order thereto, support an MTU up to 2,000
bytes for untagged, tagged and Q-in-Q frame sizes.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
8
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
•
Services delivered via Off-Net Non-Dedicated Fiber and Off-Net Non-Fiber, if set forth in a Sales Order or change order
thereto, support an MTU up to 1,600 bytes for untagged, tagged and Q-in-Q frame sizes, but only, and solely, to the extent the
applicable Off-Net provider can support such MTU frame size.
For Services delivered via Fiber or HFC all frames that exceed specifications shall be dropped.
Transport Type
MTU Size
On-Net Fiber and Off-Net Dedicated
Fiber
1,600-9,100 bytes
On-Net HFC
1,522-2000 bytes
Off-Net Non-Dedicated Fiber and
Off-Net Non-Fiber
1,522 -1,600 bytes
7.
Customer Traffic Transparency
All fields within a Customer’s ethernet frames (unicast, multicast and broadcast, except L2CP) from the first bit of payload are
preserved and transparently transported over UNI to UNI connections, as long as the ethernet frames are mapped into the EVC.
8.
Ethernet Service Frame Disposition
The Services process different types of ethernet frames differently. Ethernet frames may pass unconditionally through the Network
or may be limited, as indicated in the table below. The following table illustrates Comcast’s service frame disposition for each
service frame type.
Service Frame Type
ENS Frame Delivery
EPL and EVPL Frame Delivery
Unicast
All frames delivered unconditionally
All frames delivered unconditionally
Multicast
All frames delivered conditionally
All frames delivered unconditionally
Broadcast
All frames delivered conditionally
All frames delivered unconditionally
ENS only:
•
Unicast Traffic.
Unicast traffic must be bidirectional in order to facilitate mac-learning and avoid restriction.
•
Multicast Traffic.
By default, every ENS port is able to support up to 2 Mbps of multicast traffic. If an ENS Customer
requires greater than 2 Mbps of multicast bandwidth , Customer must uniquely specify the bandwidth Customer requires
for each root site and associated CoS at the time of contracting the ENS.
•
Broadcast Traffic. Broadcast and unknown unicast traffic are restricted to 1.2mb or 300pps on ingress to the network.
EVPL only:
•
Customer is responsible for mapping multicast, broadcast and unknown unicast traffic to specific Customer VLANs.
C.
Transmission Protocols
User data protocol (“
UDP
”) is the default protocol for communication between two (2) Service Locations. If Customer elects to change
from UDP to another protocol (
e.g.
, transmission control protocol (“
TCP
”)), Customer does so at its own risk and acknowledges and
agrees that the transmission speed may be negatively impacted.
D.
Monitoring, Technical Support and Maintenance
1.
Network Monitoring
. Comcast monitors On-Net Services on a 24x7x365 basis.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
9
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
2.
Technical Support
. Comcast provides a toll-free trouble reporting telephone number to the Comcast Business Services
Network Operations Center that operates on a 24x7x365 basis. Comcast provides technical support for Service-related inquiries.
Comcast Business Services Network Operations Center will not offer consulting or advice on issues relating to non-Comcast
Equipment.
(a)
Escalation
. Reported troubles are escalated within the Comcast Business Services Network Operations Center to meet the
response/restoration objectives described below (Response and Restoration Standards). Service issues are escalated within the
Comcast Business Services Network Operations Center as follows: to a Supervisor at the end of the applicable objective time
interval plus one (1) hour; to a Manager at the end of the applicable objective time interval plus two (2) hours; and to a Director
at the end of the applicable objective time interval plus four (4) hours.
(b)
Maintenance
. Comcast’s standard maintenance window for On-Net Services is Sunday to Saturday from 12:00am to 6:00am
local time (“
Maintenance Window
”). Scheduled maintenance for On-Net Services is performed during the Maintenance
Window and will be coordinated between Comcast and the Customer. The scheduled maintenance date will be determined by
Comcast in its sole discretion, provided, that Comcast provides a minimum of seven (7) days’ notice for On-Net Service
impacting planned maintenance. Emergency maintenance is performed as needed without advance notice to Customer.
Maintenance for Off-Net Services shall be performed in accordance with the applicable third party service provider rules.
Therefore, maintenance for Off-Net Service may be performed without advance notice to Customer.
3.
Comcast Equipment
. Comcast provides certain Comcast Equipment for provisioning its Services and the delivery of the UNI,
which will reside at the Service Location. Comcast will retain ownership and management responsibility for this Comcast
Equipment. This Comcast Equipment must be used only for receipt of Services. Customers are required to shape their egress traffic
to the CIR identified in the Sales Order. Comcast will be excused from paying SLA credits, as set forth in Schedule A-2, if the
Service Interruption (as defined in Schedule A-2) is the result of Customer’s (a) failure to shape Customer’s traffic to the contracted
CIR or (b) utilization of Comcast Equipment for non-Comcast provided services.
4.
Response and Restoration Standards
. Comcast has the following response and restoration objectives:
CATEGORY
OBJECTIVE
MEASUREMENT
REMEDIES
Mean Time to Respond
Telephonically to Call
15 minutes
Averaged Over A Month
Escalation
(see above)
Mean Time to Restore
On-Net Comcast Equipment
4 hours
Averaged Over A Month
Escalation
(see above)
Mean Time to Restore
Off-Net Equipment
4 hours
Averaged Over A Month
Escalation
(see above)
Mean Time to Restore
On-Net Services
6 hours
Averaged Over A Month
Escalation
(see above)
Mean Time to Restore
Off-Net Services
6 hours
Averaged Over A Month
Escalation
(see above)
Customer shall bear any expense incurred,
e.g.
, dispatch/labor costs, where a Service Interruption is found to be the fault of
Customer, its end users, agents, representatives or third-party suppliers.
E.
Customer Responsibilities
Comcast will retain ownership and management responsibility for the Comcast Switch. As a result, the Comcast Switch must be used
only for delivering Comcast Services. Customer is responsible for providing the Customer Switch or Router to connect to the UNI. To
ensure proper performance, Customer is required to shape its egress traffic to the contracted CIR.
Customers have the following responsibilities related to the installation, support, and maintenance of the Service:
•
Provide an operating environment with temperatures not below fifty-five (55) or above eighty-five (85) degrees Fahrenheit.
Humidity shall not exceed ninety (90) percent at eighty-five (85) degrees Fahrenheit.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
10
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
•
Provide secure space sufficient for access to one (1) standard, freestanding, equipment cabinet at each of the Service Locations,
no further than fifty (50) feet from the Customer Switch or Router interface.
•
Provide outside cable entry conduit(s), entry cable ground point, and internal building conduit to allow Comcast the ability to
rod/rope a fiber optic cable to the Demarcation Point.
•
Locate and mark all private underground utilities (water, electric, etc.) along path of new underground placement not covered
by utility companies.
•
Provide a pull rope in any existing duct that Comcast is to use and ensure existing duct is serviceable for Comcast use.
•
Obtain “right-of-way” entry easement for Comcast facilities and equipment from property owners at each Service Location.
•
Coring of the Service Location’s outside wall and internal walls. Upon request, Comcast can perform this activity on an “as
needed” basis for an additional fee.
•
Provide backup battery power equipment.
•
Emergency local generator backup service, if applicable.
•
Provide access to the buildings and Demarcation Point at each Service Location to allow Comcast and its approved contractors
to install the Service and for regular (8am - 5pm) and emergency (24 hour) service and maintenance of Comcast’s equipment
and facilities.
•
Provide, install and maintain a device that is capable of interconnecting network traffic between the Service and the Customer’s
LAN.
•
Customer must provide a point of contact (“
POC
”) for installation, service activation and any maintenance activities.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
11
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
COMCAST ENTERPRISE SERVICES
PRODUCT-SPECIFIC ATTACHMENT
INTRASTATE ETHERNET TRANSPORT SERVICES
SCHEDULE A-2
SERVICE LEVEL AGREEMENT
The Services are backed by the following Service Level Agreement:
A.
Definitions
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Ethernet Transport Services PSA or the
General Terms and Conditions.
“
Jitter
” means the short-term variations for a portion of successfully delivered service frames. Jitter may also be referred to as Frame
Delay Variation.
“
Latency
”
means the average delay for a portion of successfully delivered service frames. Latency may also be referred to as Frame
Delay.
“
Market
” means the Comcast geographic region where the applicable Service Location is located, as identified on the Sales Order.
“
Packet Loss
” means the difference between the number of service frames transmitted at the ingress UNI and the total number of service
frames received at the egress UNI. Packet Loss may also be referred to as Frame Loss.
“
Planned Service Interruption
” means any Service Interruption caused by planned work such as scheduled maintenance or planned
enhancements or upgrades to the network.
“
Service Interruption
” means an interruption in transmission that renders the Service unusable due to a total loss of signal for the
Service. The Service shall be “Available” in the absence of a Service Interruption.
B.
Ethernet Transport Service Level Agreements
1.
Availability SLA
Comcast’s liability and Customer’s sole remedy for Service Interruptions, and errors, omissions, interruptions, delays, outages,
or defects in transmission or switching of any Service (individually or collectively, “
Liability
”), shall be limited to the amounts
set forth in the Tables below with the stated percentages to be applied against the MRC (as defined below) associated with the
impacted portion of the Service set forth in the Sales Order (“
Availability Credit
”). For the purposes of calculating credit for
a Service Interruption, the “
Length of Service Interruption
” begins when the Customer reports such Service Interruption and
a trouble ticket is opened, and concludes upon the closing of the same trouble ticket or, if sooner, the termination of the Service
Interruption, less any time Comcast is awaiting additional information or premises testing from the Customer. In no event shall
the total amount of Availability Credit issued to Customer’s account on a per-month basis exceed 50% of the total monthly
recurring charge (“
MRC
”) associated with the impacted portion of the Service set forth in the Sales Order. The Length of
Service Interruptions for separately occurring Service Interruptions will not be aggregated for purposes of determining
Availability Credit allowances. To qualify, Customer must request the Availability Credit from Comcast within thirty (30) days
of the beginning of the Service Interruption. Comcast shall not incur any Liability, including Availability Credit, for any failure
of the Services caused by force majeure events, Planned Service Interruptions, Customer actions, omissions or equipment
(including Customer-Provided Equipment), a Customer Switch or Router, or any other items set forth in the “Exceptions to
Credit Allowances” section below.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
12
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
TABLE 1: Availability SLA for Services provided over On-Net Fiber
or Off-Net Dedicated Fiber Transport (99.99%
Availability)
Length of Service Interruption:
Availability Credit:
Less than 4 minutes
None
At least 4 minutes but less than 4 hours
5% of Total MRC
At least 4 hours but less than 8 hours
10% of Total MRC
At least 8 hours but less than 12 hours
20% of Total MRC
At least 12 hours but less than 16 hours
30% of Total MRC
At least 16 hours but less than 24 hours
40% of Total MRC
24 hours or greater
50% of Total MRC
TABLE 2: Availability SLA for Services provided over On-Net HFC, Off-Net Non-Dedicated Fiber or Off-Net Non-Fiber
Transport (99.9% Availability)
Length of Service Interruption:
Availability Credit:
Less than 40 minutes
None
At least 40 minutes but less than 4 hours
5% of Total MRC
At least 4 hours but less than 8 hours
10% of Total MRC
At least 8 hours but less than 12 hours
20% of Total MRC
At least 12 hours but less than 16 hours
30% of Total MRC
At least 16 hours but less than 24 hours
40% of Total MRC
24 hours or greater
50% of Total MRC
SEPARATELY OCCURRING SERVICE INTERRUPTIONS ARE NOT AGGREGATED FOR THE PURPOSES OF
DETERMINING CREDIT ALLOWANCES.
2.
Performance Objectives SLA
The performance objectives associated with traffic flows between any two (2) Service Locations are dependent upon the performance
tier, which is determined by Comcast, in its sole discretion, based on the locations of the respective Service Locations, designated as
“Service Location A” and “Service Location Z” on the applicable Sales Order (“
Performance Tier
” or “
PT
”). Traffic flow between
Service Location A and Service Location Z is a “
Service Location Pairing
.”
For any Sales Order accepted by Comcast on or before June 15, 2023, the PT for a particular Service Location Pairing is assigned by
Comcast, in its sole discretion, based on the Market of each Service Location in a Service Location Pairing.
For any Sales Order accepted by Comcast after June 15, 2023, the PT for a particular Service Location Pairing is assigned by Comcast,
in its sole discretion, based on the mileage between Service Location A and Service Location Z (“
Mileage Band
”). For clarity and
avoidance of doubt, the below table is intended only as a guide and Comcast reserves the right to assign a particular Service Location
Pairing a different PT than the PT corresponding to the applicable Mileage Band in the table below based on certain factors, including,
but not limited to, the geographic landscape, terrain, and particular fiber route(s).
Performance Tiers
PT0
PT1
PT2
PT3
PT4
Mileage Band
0-50 miles
51-150 miles
151-750 miles
751-2,500 miles
2,501-4,300 miles
Access Types
1.
On-Net Access
. For On-Net access, the Mileage Band will be determined by multiplying (A) the total number of direct air
miles “as the crow flies” (“
Direct Miles
”) between Service Location A and Service Location Z, by (B) 1.25.
2.
Off-Net Access
. In addition to On-Net access, Comcast enables Off-Net access to Ethernet Transport Services via one or more
third party provider(s). The Performance Tier for Off-Net Service is based upon the location of the Off-Net Service Location,
the location of the NNI between Comcast and the third party provider and the performance commitment from the third party
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
13
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
provider. For Off-Net Access, the Mileage Band will equal the sum of: (A) (the Direct Miles between Service Location A and
NNI * 1.25), plus (B) (Direct Miles between NNI and Service Location Z * 2).
Performance Tiers and Performance Objectives
Comcast collects continuous in-band performance measurements for the Services. The calculation of all Latency, Jitter and Packet Loss
performance metrics for each calendar month for purposes of this performance objectives service level agreement are based upon the
average of sample round trip measurements taken by Comcast during the applicable calendar month, excluding any period during which
there is a Service Interruption. The below charts indicate the performance objectives for each of the performance metrics over each
calendar month based on the applicable Performance Tier and CoS.
1.
Performance Tier 0 (PT0) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Latency (Round Trip Network Delay)
45ms
24ms
4ms
Jitter (Network Delay Variation)
20ms
10ms
1ms
Packet Loss
<1%
<0.01%
<0.001%
2.
Performance Tier 1 (PT1) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Latency (Round Trip Network Delay)
90ms
46ms
14ms
Jitter (Network Delay Variation)
20ms
10ms
2ms
Packet Loss
<1%
<0.01%
<0.001%
3.
Performance Tier 2 (PT2) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Latency (Round Trip Network
Delay)
160ms
90ms
46ms
Jitter (Network Delay Variation)
25ms
15ms
5ms
Packet Loss
<1%
<.02%
<.01%
4.
Performance Tier 3 (PT3) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Latency (Round Trip Network
Delay)
200ms
160ms
90ms
Jitter (Network Delay Variation)
30ms
20ms
10ms
Packet Loss
<1%
<.04%
<.02%
5.
Performance Tier 4 (PT4) Agreements
Performance Metric
Class of Service (CoS)
Basic
Priority
Premium
Latency (Round Trip Network
Delay)
240ms
200ms
160ms
Jitter (Network Delay Variation)
35ms
25ms
15ms
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
14
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
Packet Loss
<1%
<.05%
<.04%
Credit Allowance
Customer’s sole remedy for Comcast’s failure to achieve the applicable performance metric standards above over a given calendar
month for the Service are the receipt of the following credit amounts with the stated percentages to be applied against the MRC associated
with the impacted portion of the Service set forth in the Sales Order (“
Performance Objective
Credits
”).
TABLE 1: Credit Allowance for Latency Performance Metric
Performance Tier
PT0
PT1
PT2
PT3
PT4
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Class of Service
Premium
0 -4
No
Credit
0 -14
No
Credit
0 - 46
No
Credit
0 - 90
No
Credit
0 to 160
No
Credit
4.01 - 24
10%
>14 - 46
10%
>46 - 90
10%
>90 - 160
10%
>160 - 200
10%
24.01 - 45
25%
>46 - 90
25%
>90 - 160
25%
>160 - 200
25%
>200 - 240
25%
>45
50%
>90
50%
>160
50%
>200
50%
>240
50%
Priority
0 - 24
No
Credit
0 - 46
No
Credit
0 - 90
No
Credit
0 to 160
No
Credit
0 to 200
No
Credit
24.01 - 45
10%
>46 - 90
10%
>90 - 160
10%
>160 - 200
10%
>200 - 240
10%
45.01 - 60
25%
>90 - 160
25%
>160 - 200
25%
>200 - 240
25%
>240 - 300
25%
>60
50%
>160
50%
>200
50%
>240
50%
>300
50%
Basic
0 - 45
No
Credit
0 - 90
No
Credit
0 to 160
No
Credit
0 to 200
No
Credit
0 to 240
No
Credit
45.01 - 60
10%
>90 - 160
10%
>160 - 200
10%
>200 - 240
10%
>240 - 300
10%
60.01 - 90
25%
>160 - 200
25%
>200 - 240
25%
>240 - 300
25%
>300 -360
25%
>90
50%
>200
50%
>240
50%
>300
50%
>360
50%
TABLE 2: Credit Allowance for Jitter Performance Metric
Performance Tier
PT0
PT1
PT2
PT3
PT4
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Measurement
(ms)
Credit
Class of Service
Premium
0 - 1
No
Credit
0 - 2
No
Credit
0 - 5
No
Credit
0 - 10
No
Credit
0 - 15
No
Credit
1.01 - 3
10%
>2 - 3
10%
>5 - 10
10%
>10 - 15
10%
>15 - 20
10%
3.01 - 5
25%
>3 - 5
25%
>10- 15
25%
>15 - 20
25%
>20 - 30
25%
>5
50%
>5
50%
>15
50%
>20
50%
>30
50%
Priority
0 - 10
No
Credit
0 - 10
No
Credit
0 - 15
No
Credit
0 - 20
No
Credit
0 - 25
No
Credit
10.01 - 15
10%
>10 - 15
10%
>15 - 20
10%
>20 - 30
10%
>25- 40
10%
15.01 - 20
25%
>15 - 20
25%
>20 - 30
25%
>30 - 50
25%
>40 - 60
25%
>20
50%
>20
50%
>30
50%
>50
50%
>60
50%
Basic
0 - 20
No
Credit
0 - 20
No
Credit
0 - 25
No
Credit
0 - 30
No
Credit
0 - 35
No
Credit
20.01 - 30
10%
>20- 30
10%
>25 - 40
10%
>30- 50
10%
>35 - 60
10%
30.01 - 50
25%
>30- 50
25%
>40 - 60
25%
>50 - 80
25%
>60- 90
25%
>50
50%
>50
50%
>60
50%
>80
50%
>90
50%
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
15
INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
TABLE 3: Credit Allowance for Packet Loss Performance Metric
Performance Tier
PT0
PT1
PT2
PT3
PT4
Measurement
Credit
Measurement
Credit
Measurement
Credit
Measurement
Credit
Measurement
Credit
Class of Service
Premium
0% - 0.001%
No
Credit
0% - 0.001%
No
Credit
0% - 0.01%
No
Credit
0% - 0.02%
No
Credit
0% - 0.04%
No
Credit
0.001% -
2.00%
10%
>0.001% -
2%
10%
>0.01% - 2%
10%
>0.02% - 2%
10%
>0.04% - 2%
10%
2.01% -
4.00%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>4.00%
50%
>4%
50%
>4%
50%
>4%
50%
>4%
50%
Priority
0% - 0.01%
No
Credit
0% - 0.01%
No
Credit
0% - 0.02%
No
Credit
0% - 0.04%
No
Credit
0% - 0.05%
No
Credit
0.01% -
2.00%
10%
>0.01% - 2%
10%
>0.02% - 2%
10%
>0.04% - 2%
10%
>0.05% - 2%
10%
2.01% -
4.00%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>4.00%
50%
>4%
50%
>4%
50%
>4%
50%
>4%
50%
Basic
0% - 1.00%
No
Credit
0% - 1%
No
Credit
0% - 1%
No
Credit
0% - 1%
No
Credit
0% - 1%
No
Credit
1.01% -
2.00%
10%
>1% - 2%
10%
>1% - 2%
10%
>1% - 2%
10%
>1% - 2%
10%
2.01% -
4.00%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>2% - 4%
25%
>4.00%
50%
>4%
50%
>4%
50%
>4%
50%
>4%
50%
Customer shall be entitled to receive a Performance Objective Credit only for one performance metric failure per affected portion of the
Service per calendar month. For example, if the applicable metric for Jitter and Latency were missed for the same transport connection
(Service Location A to Service Location Z) in a given calendar month, Customer will be entitled only to the Performance Objective
Credit associated with either the Jitter or Latency failure for such portion of the Service. In addition, Customer may not receive both the
Performance Objective Credit and an Availability Credit for the same portion of the Service in the same calendar month. To qualify for
a Performance Objective Credit, Customer must request the applicable Performance Objective Credit from Comcast within thirty (30)
days of the end of the applicable calendar month in which the applicable Performance Metric standard was not achieved. Comcast shall
not incur any Liability, including Performance Objective Credit, for any failure of the Services caused by force majeure events, Planned
Service Interruptions or other scheduled maintenance events, Customer actions or omissions, Customer-provided power or equipment,
including Customer-Provided Equipment, a Customer Switch or Router or any other items set forth in the “Exceptions to Credit
Allowances” section below.
C.
Exceptions and Terms Applicable to All SLAs
1.
Emergency Blocking
The parties agree that if either party hereto, in its reasonable and sole discretion, determines that an emergency action is necessary
to protect its own network, the party may, after engaging in reasonable and good faith efforts to notify the other party of the need
to block, block any transmission path over its network by the other party where transmissions do not meet material standard industry
requirements. The parties further agree that none of their respective obligations to one another under the Agreement will be affected
by any such blockage except that the party affected by such blockage will be relieved of all obligations to make payments for
charges relating to the circuit(s) which is so blocked and that no party will have any obligation to the other party for any claim,
judgment or liability resulting from such blockage.
2.
Remedy Processes
All claims and rights arising under this Service Level Agreement must be exercised by Customer in writing within the time period
set forth in Sections B.1 and B.2 of this Service Level Agreement, as applicable. The Customer must submit the following
information to the Customer’s Comcast account representative with any and all claims for credit allowances: (a) Organization name;
(b) Customer account number; and (c) basis of credit allowance claim (including date and time, if applicable). Comcast will
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE
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INTRASTATE
ETHERNET
TRANSPORT
SERVICES
PSA
(VER.
1.25)
acknowledge and review all claims promptly and will inform the Customer by electronic mail or other correspondence whether a
credit allowance will be issued or the claim rejected, with the reasons specified for the rejection.
3.
Exceptions to Credit Allowances
Comcast’s failure to meet either of the SLAs set forth on this Schedule A-2 shall not qualify for the remedies set forth herein if such
failure is related to, associated with, or caused by: Planned Service Interruptions or other scheduled maintenance events; Customer
actions or omissions; a Customer Switch or Router; Customer-provided power or equipment, including Customer-Provided
Equipment; any third party not contracted through Comcast, including, without limitation, Customer’s users, third-party network
providers, any power, equipment or services provided by third parties; or an event of force majeure as defined in the Agreement.
4.
Other Limitations
THE TOTAL CREDIT ALLOWANCE PER CALENDAR MONTH UNDER THIS SCHEDULE A-2 IS CAPPED AT 50% OF
THAT MONTH’S MRC FOR THE IMPACTED PORTIONS OF SERVICE. In addition, the remedies set forth in this Service
Level Agreement shall be Customer’s sole and exclusive remedies for any Service Interruption, outage, unavailability, delay, or
other degradation, or any Comcast failure to meet the service objectives or otherwise comply with this SLA.
Docusign Envelope ID: 91DC6BA0-FF04-40E9-8E04-C1577C7930BE