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MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICES—GOVERNMENTAL CUSTOMER
<br /> This Master Services Agreement for Enterprise Services (this"MSA") is entered into as of this 13th day of June, 2016
<br /> (the"Effective Date"),by and between WAVE BUSINESS SOLUTIONS, LLC,a Washington limited liability company,on behalf
<br /> of itself and its Affiliates (collectively, "Provider"), and the CITY OF EVERETT, a Washington municipal corporation
<br /> ("Customer"). For purposes of this MSA,the term"Affiliate"shall mean any other person which directly,or indirectly through
<br /> one or more intermediaries, controls, or is controlled by, or is under common control with, the first person or any of its
<br /> subsidiaries. Each of Provider and Customer may be referred to in this MSA as a"Party"and together as the"Parties."
<br /> ARTICLE 1—STRUCTURE OF AGREEMENT
<br /> 1.1 Purpose of MSA; Documents Comprising Agreement. Provider and its Affiliates provide various facilities-based
<br /> telecommunications services, including Ethernet transport, dedicated internet access, phone over fiber, dark fiber, and related
<br /> services (collectively,the"Services"). This MSA is neither an agreement to purchase nor a commitment to provide Services.
<br /> The purpose of this MSA is to provide the general terms,conditions and framework within which Customer and its Affiliates may
<br /> from time to time purchase Services from Provider and its Affiliates, pursuant to one or more"Service Orders," as described in
<br /> Section 1.2 below. Each fully-executed Service Order shall be governed by and become part of this MSA, and this MSA together
<br /> with all fully-executed Service Orders shall be collectively referred to as the "Agreement." If one or more Service Level
<br /> Agreements are attached to this MSA as Exhibits(the"SLA"),the SLA constitutes a part of this MSA.
<br /> 1.2 Service Orders. The purchase of Services shall be accomplished only through the negotiation and full execution of a
<br /> Service Order memorializing the terms and conditions pursuant to which Provider shall provide the desired Services to Customer.
<br /> Service Orders shall clearly specify the following: (i)the type of Service at issue(e.g., Internet access,data transport,VoIP,dark
<br /> fiber, etc.); (ii)the location(s) at which the Service is to be provided (each, a "Service Site"); (iii)the initial term of the Service
<br /> Order (the "Initial Service Term"); (iv)the pricing for the Service, including (a)the monthly recurring charges ("MRC")for the
<br /> Service,and(b)any non-recurring charges("NRC")associated with installation of the Service;(v)the estimated installation date
<br /> for the Service;and(vi)any other terms or conditions specific to the particular Service Order.
<br /> 1.3 Order of Precedence. In the event of a conflict between the provisions of this MSA (including the SLA) and the
<br /> provisions of any Service Order, the provisions of this MSA (including the SLA) shall control unless the Service Order at issue
<br /> expressly states that the parties intend for the conflicting provision of the Service Order to control.
<br /> ARTICLE 2—TERM AND RENEWAL
<br /> 2.1 Term of MSA. The initial term of this MSA (the "Initial MSA Term") shall be for five (5) years, commencing on the
<br /> Effective Date and expiring on the date that is one day prior to the fifth anniversary of the Effective Date(the"Expiration Date").
<br /> Upon expiration of the Initial MSA Term, this MSA shall begin to automatically renew for successive renewal terms of one (1)
<br /> year each (each, an "MSA Renewal Term," and, together with the Initial MSA Term, the "MSA Term"). Either Party may
<br /> terminate this MSA by delivering thirty (30) days' written notice of termination to the other Party at any time during an MSA
<br /> Renewal Term. Notwithstanding the foregoing, so long as any one or more Service Orders entered into pursuant to this MSA
<br /> remain in effect, this MSA shall not terminate with respect to said Service Orders but shall continue to govern same until the
<br /> expiration or termination of said Service Orders.
<br /> 2.2 Term of Service Orders. The term of each Service Order shall be as specified in the Service Order.
<br /> ARTICLE 3—INSTALLATION,TESTING AND ACCEPTANCE
<br /> 3.1 Service Site; Demarcation Points; Equipment. Unless a Service Site is within Provider's control, Customer shall provide
<br /> Provider with access to the Service Site as and to the extent reasonably necessary for Provider to install, test, inspect and
<br /> maintain the Service(s)ordered during the Service Term. Unless otherwise stated in a Service Order: (i)Provider shall be solely
<br /> responsible for the provision,operation and maintenance of all equipment and facilities(the"Provider Equipment")necessary to
<br /> connect Provider's network facilities to the Customer demarcation point(s)at the Service Site(the"Demarcation Point(s)");and
<br /> (ii)Customer shall be solely responsible for the provision, operation and maintenance of all equipment and facilities (the
<br /> "Customer Equipment")from the Demarcation Point(s)to Customer's internal network. Unless a Service Site is within Provider's
<br /> control,Customer shall be responsible for maintaining appropriate HVAC,electrical power, and security at the Service Site. Title
<br /> MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICES—GOVERNMENTAL CUSTOMER pg.1
<br /> Wave Business Solutions,LLC/City of Everett 06/13/2016
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