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Home My WebLink About4156 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 4156 FOCAL COMMUNICATIONS Telecommunications - Electronics SVC CORP Master Service Agreement File Class LEG 12-1 $ 01/22/2001 03/31/2006 02/15/2008 GL $ AL $ E&O $ Insurance Total $ Insurance Review Date Vault 01/01/2008 T-1 CARD SERVICE ADDENDUM This addendum (the "Addendum"), dated tlus/..q day of .L/"~,~,~.~. , 2001__, amends that certain Master Service Agreement (the "MSA"), dated . 2991 , by and betwe,e,n ("Customer") and Focal CommUmcations Corporation of ~d~-,,.~ ¢*~ , ( Focal ). This Addendum ts incorporated by reference into MSA. Except as amended by this Addendum, the MSA will remain in full force and effect. Capitalized terms used but not defined herein shall have the meaning given such terms in the MSA. WHEREAS, Customer has agreed to purchase the Digital Trunk interface card or cards indicated on Fxhihit A attached hereto and incorporated herein by reference (each a "T-I Card" and collectively the "T- 1 Card(s)"). WHEREAS, Customer has agreed to install (or cause to be installed) the T-I Card(s) at a mutually agreed point of demarcation (the "Point of Demarcation") at which a T-1 transport facility to be provided by Focal can be terminated. WHEREAS, Focal has agreed to provide Customer with a service credit applicable against amounts due pursuant to the MSA (the "Service Credir')in order to reimburse or partially reimburse Customer with respect to certain expenses to be incurred by Customer in connection with the purchase and installation of the T-1 Card(s) (the Service Credit is referred to herein as the "Credit"). WHEREAS, the parties desire to amend the MSA to reflect certain changes in their respective rights, duties and obligations resulting from the purchase and installation of the T-1 Card(s) and the Service to be provided by Focal using the T-1 transport facility. NOW THEREFORE, th consideration of the premises, the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency or which are hereby acknowledged, the parties hereto agree as follows: AGREEMENTS 1. T- I Cann~eficm Focal agrees to terminate a T- 1 transport facility at the Point of Demarcation. Customer shall connect or arrange for the connection (at Customer's sole expense) of such T-1 transport facility to the T-1 Card(s). 2. (~alm~la~.'~n r~f th~' Credit. Subject to the terms of the MSA and this Addendum, Focal will grant to Customer a Service Credit for each T-I Card purchased in an amount based on the Term and deterrmned in accordance with the following for each T-1 Card: Addendum Term Amount of Credit t_~ Year(s) $ Focal shall have no obligation to provide any Credit until Customer provides documentation acceptable to Focal showing that Customer has purchased and accepted the T-1 Card(s) (the "T- 1 Card Acceptance Documentation"). 3. A,nplicatinn nf the Credit Focal shall apply the Service Credit, if any, beginning on Customer's Page 1 second invoice tbr Services after activation and acceptance by Customer of the Services and acceptance by Focal of the T-I Card Acceptance Documentation. Customer shaIl in no event receive cash in lieu of the Service Credit nor shall any Service Credit be applied towards any termination charges payable by Customer. 4. Adflench~m Term. The term of this Addendum (the "Addendum Term") shall commence on the date of this Addendum and shall extend until the expiration of the Term unless terminated earlier pursuant to the terms of this Addendum or the MSA. 5. Aeee~ Customer hereby agrees to provide Focal (or its designees) access (both physical and, if requested by Focal, electronic) to the premises (the "Premises") at which the Point of Demarcation is located for the purposes of installing or de-installing the T-1 transport facility at the Point of Demarcation and monitoring the pertbrmance of the T-1 transport facility. Focal agrees to use reasonable commercial efforts to cause its employees (or the employees of its designee, if applicable) to comply with all rules and regulations of Customer or Customer's telecommunications vendor applicable to physical access to the Premises, including work, security and safety regulations adopted by Customer or Customer's telecommunications vendor. If required by Customer or Customer's telecommunications vendor, physical access to the Premises will be provided only in the presence of an escort designated by Customer or Customer' s telecommunications vendor. Customer shall provide such access at no charge. 6. Cc~venant~ cffth~ C~tcsrner The Customer represents, warrants and covenants that: a) Customer has purchased the T-I Card(s) prior to the date of this Addendum. b) Customer has either installed, or shall install, the T- 1 Card(s), at its expense, within 30 days oft. he date of this Addendum and shall provide the T-1 Card Acceptance Documentation within 30 days of the date of this Addendum. c) Customer, or its designee, shall manage and maintain all customer premise equipment in conformance with prevailing industry standards. d) Customer shall take all actions and execute all documents, agreements and modifications thereof to ensure that the circuits configured to support the calling loads generated by Customer for Focal (i. e. "Focal Trunks") shall have first priority 9ver any other trunks in any load balancing system (the "Hunt System") for all applicable calls. 7. Cnn?ratinn. Customer will cooperate, and use reasonable efforts to cause its vendors and affiliates to cooperate, with Focal (and its designee, if applicable) in connection with the installation and de-installation of the T- I transport facility, at the Premises and the monitoring of the Service provided by the T-I transport facility. Customer acknowledges andagrees that the failure of such vendors or affiliates to cooperate with Focal (or Focal's designee, if applicable) will release Focal from any liability for any resultant failure to provide Service pursuant to such T-I transport facility.. Customer will designate a primary contact at the Premises for the purpose of coordinating the installation, de-installation and monitoring of the T-I transport facility. g. Rervice A~dit~ Customer shall maintain accurate records of all telephone usage. Customer Page 2 shall (i) promptly provide such records to Focal upon request and (ii) provide access no more than once each calendar quarter to such other records of Customer and to the Premises and other equipment and facilities used in connection with the provision of the Services as reasonably requested by Focal ['or the purpose of verifying Customer's compliance with the requirements of this Addendum. Customer shall reasonably cooperate with any audit performed pursuant to the preceding sentence. Customer shall provide such access between 9:00 a.m. and 5:00 p.m., local time. between Monday and Friday. Focal agrees to use reasonable commercial efforts to cause its employees (or the employees of its designee, if applicable) to comply with all rules and regulations of Customer or Customer's telecommunications vendor applicable to physical access to the Premises or other facilities or equipment, including work, security and safety regulations adopted by Customer ur Customer' s telecommunications vendor. If required by Customer or Customer's telecommunications vendor, physical access to the Premises or other facilities or equipment will be provided only in the presence of an escort designated by Customer or Customer's telecommunications vendor. Customer shall provide such access at no charge. 9. Damage tn Pre, mi~e~. Focal will be responsible for and will indemnify Customer against any damage to Customer' s real or tangible personal property located at the Premises, to the extent that such damage arises out of or is attributable to the goss negligence of Focal during its presence on the Premises. [0. Termlnatir~n~ Repayment of the Credit. If this Addendum terminates prior to the expiration of the Addendum Term for any reason other than a termination by Customer as a direct result of a material default of the MSA or this Addendum by Focal, Customer will, within thirty (30) days tbllowing the termination of this Addendum, repay the fi~ll amount of the Credit provided to Customer pursuant to Section 2 hereof plus interest on the amount of the Credit accrued from the date of this Addendum until payment in full of the Credit at a rate of interest of the lesser of (i) 1.5% per calendar month or any portion of a calendar month and (ii) the maximum rate permitted by law. tN WITNESS WHEREOF, the undersigned have executed this Addendum, effective as of the date first above written. CUSTOMER FOCAL COMMUNICATIONS Page 3 2205276 05 FXI4'FRIT A I)F~CI~IP'FI~N OF CIJ~TOMKR PRF. MI~F~ F~OI~IPMF~N~T 1. Indicate T-1 Cards to be acquired. [] Customer Provided - Digital Trunk Interface Card or Cards (specify number of Cards: ) 2. Specify number and type of ,facilities purchased: [] DOD (specify number: __) [] DIOD (specify number: ) · PPi (specify number: _~ ) Page B- I 2205276 05