ITEM 3.6 Nova Communications4
CITU OF
sero
MINNESOTA
DEPARTMENT INFORMATION
Request for
City Council Action
ORIGINATING DEPARTMENT
REQUESTOR:
MEETING DATE:
Administration
City Administrator/ Finance Director
Flaherty
July 10, 2017
PRESENTER(s)
REVIEWED BY:
ITEM #:
Consent Item
City Attorney MacArthur
3.6
AGENDA ITEM DETAILS
RECOMMENDATION:
City staff is recommending that the City Council authorize the City Administrator/ Finance Director to enter
into an agreement with Nova Communications, Inc.
ARE YOU SEEKING APPROVAL OF A CONTRACT?
IS A PUBLIC HEARING REQUIRED?
Yes
No
BACKGROUND/J USTI FICATION:
The City's current phone system is nearing the end of its useful life. The voicemail component of the phone
system is considered obsolete, is no longer serviced by the maintenance provider, and is not available for
replacement should something go wrong. The handsets of the phone system are no longer available from
Toshiba, and the City would have to rely upon finding replacement handsets in the second-hand
marketplace as they fail. A new phone system would provide City staff with reliability, a product which is
more user friendly and a product with more capabilities as technology has advanced greatly since the
current system was implemented.
Based on the factors above, the City Council approved staff to explore replacement options and budgeted
$25,000 for replacement in 2017 within the capital improvement plan.
City staff has been working with two different vendors, each of which has been able to make a
presentation and provide quoted options. City staff was provided the opportunity to provide comment on
each presentation. City Administrator/ Finance Director Flaherty and IT Staff Snavely held additional
discussions, and made the determination to work with Nova Communications Inc., which is the City's
current maintenance provider.
The system being provided by Nova Communications, Inc., is a "hosted" phone system meaning that other
than the phone handsets, all technology and equipment is hosted by the provider. The City will be
purchasing some of the handsets, with the balance being a generic phone included in the base lease rate. It
is expected the City will purchase approximately 10 handsets, with a range in cost of $185 - $349 per
phone. The attached quote is for $2,342, but will be subject to change dependent on the phone chose by
each staff member, as well as some final analysis and how many phone lines are actually needed.
The lease rate is approximately $700 as indicated in the attached proposal. The City currently pays
approximately $736 per month for the service/maintenance agreement and trunk phone lines. Under this
lease agreement, the City will actually incur same operational savings while improving the phone system.
It is also expected that the City will need to purchase some additional equipment, including but not limited
to network switches at the Prairie Center. These purchases are at the combined recommendation of Nova
Communications, Inc. and IT Staff Snavely. An exact purchase amount is not known; however, similar
switches were replaced at City Hall in 2016 for less than $700.
The recommendation from City staff was presented at the June 19, 2017 Administrative Subcommittee
meeting with concurrence for the item to be placed on the consent agenda for a future meeting.
City Attorney MacArthur has reviewed the agreement with Nova Communications, Inc., and had no
comments.
SUPPORTING DOCUMENTS ATTACHED:
• Quote — Phone Purchase
• Proposal — Monthly Recurring Charges
• Master Services Agreement
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE ITTO APPEAR IN THE MINUTES:
Motion to authorize the City Administrator / Finance Director to enter into an agreement with Nova
Communications, Inc. for the City's phone system.
Motion to authorize the City Administrator / Finance Director to purchase the necessary equipment to
facilitate the implementation of the City's phone system replacement project.
BUDGET INFORMATION
FUNDING:
BUDGETED:
Equipment Costs
Yes - $25,000 was included in the CIP.
Capital Improvements Revolving
414-41945-525
Operation Costs
Yes — Operational costs such as the
Prairie Center: 101-41940-320
service/maintenance agreement and trunk phone
City Hall / PW: 101-41945-320
lines are budgeted annually within each fund and
Water: 601-49400-320
department of the City.
Sewer: 602-49450-320
Nova Communications Inc.
Phone: (952) 473-2100
Fax: (952) 249-3999
14100 Carlson Parkway, Suite 100
Plymouth, MN 55441
Prepared for:
Adam Flaherty
City of Otsego
13400 90th St NE
Otsego, MN 55330 U.S.A.
Quote
erd0VA No.: 21058
COMMUNICATIONS Date: 6/21/2017
Prepared by: Pat McCarty
Account No.: 12121
Phone: (763)441-4414
Fax: (763) 441-9163
Quantity Item ID Description uomTotal
17 YEALINK SIP-T41P 10/100 Telephone- PoE EA $0.00 $0.00
7 YEALINK SIP-T42G Gigabit Telephone PoE EA $185.00 $1,295.00
3 YEALINK SIP-T48G 7" Color Touch Screen Display Gigabit EA $349.00 $1,047.00
PoE
Your Price: $2,342.00
Total: $2,342.00
Prices are firm until 8/20/2017 Terms: Due Upon Reciept
Prepared by: Pat McCarty, pmccarty@nova-communications.com Date: 6/21/2017
Nova Hosted IP phone equipment for 27 hosted seats with IP phone equipment as listed. This is replacing existing Toshiba
CIX100 (return / trade-in to Nova). Customer is keeping analog fax lines. Features to be used include: Accession
Communicator, Text to Speech, web portal for basic phone user programming, cell phone twinning, and Unified
Messaging.
Nova will schedule Site Survey to confirm existing data and wiring with IT contact, Rob Snavely.
Customers ringing and programming requirements to be discovered during implementation meeting.
Accepted by: Date:
Disclaimer
The Prices contained within this proposal are firm for up to 60 -days from the date of this proposal.
This proposal/project summary is intended solely as a preliminary expression of general intentions and is to be used for discussion
purposes only. The parties intend that neither shall have any contractual obligations to the other with respect to the matters referred
herein unless and until a definitive agreement has been fully executed and delivered by the parties.
quote.rpt Printed: 6/21/2017 3:36:35PM Page 1
Service Activation
"OVA Form
COMMUNICATIONS
Phone: (952) 473-2100 Proposal #: 3538
Fax: (952) 249-3999 Date: 6/21/2017 Contract Start:
http://ww,�v.nova-communications.coin Quote Valid Until: 8/2/2017 Contract Terms: 36 Months
Order Type: New Proposal
Sales Representative: Pat Mccarty
Sales Rep Email: pmccarty@nova-communications.com
Sales Rep Phone: (952) 249-3977
Customer Information
$18.00
$486.00
Company: City of Otsego
Billing Address
$180.00
1 Virtual Telephone Number
$8.00
Service Address
Main TN: (763) 441-4414
Contact: Adam Flaherty
13400 90th St NE
$16.00
2 Accession Desktop and Mobile
13400
90th St NE
Phone: (763) 441-4414
Otsego, MN 55330
$8.00
Otsego, MN 55330
$708.00
Email' AFlaherty@ci.otsego.mn.us
Monthly Recurring Charges (MRC)
HE
Elm OEM
17 IP Station Line w/LD and Standard IP Phone
$24.95
$424.15
10 IP Line w/LD Accession and Speech to Text
$24.95
$249.50
1 Virtual Telephone Number
$5.00
$5.00
2 National 911 Service
$3.00
$6.00'
2 Accession Desktop and Mobile
$2.95
$5.90
2 Speech to Text
$3.00
$6.00
Total:
$696.55
Non -Recurring Charges (NRC)
27 IP Station Line w/LD and Standard IP Phone
$18.00
$486.00
10'' IP Line w/LD Accession and Speech to Text
$18.00'
$180.00
1 Virtual Telephone Number
$8.00
$8.00
2'National 911 Service
$8.00
$16.00
2 Accession Desktop and Mobile
$5.00
$10.00
2 Speech to Text
$4.00'
$8.00
Total:
$708.00
Proposal #: 3538
�- ,QVA Nova Communications - Master Services Agreement
itis` ', \Icrsltlil >IJ`l`>I;';'0
This Master Services Agreement ("Agreement") is entered into by and between
("Customer") and Nova Communications Inc. ("Nova"). This Agreement provides the general terms and conditions applicable to Customer's purchase of communications
service ("Service") from Nova.
1. Scope
Pursuant to this Agreement, Customer shall purchase and Nova shall provide a communications facilities connection located at the Customer's service address
consisting of any and all products and services ("Service") purchased by Customer pursuant to a Customer submitted and Nova accepted order ("Service Order). This
Agreement does not cover the Customer's local area network ("LAN"), the wireless local area network (WLAN), the private branch exchange ("PBX"), computers, or mobile
voice handsets and other end devices, or any components on the customer -facing side of the Access Port. Nova agrees to furnish the Service at the location(s),
quantities, and rates as specified in the Service Order. Customer understands and agrees that products and services provided by Nova are governed by the rules and
conditions detailed in Exhibit B. Nova shall have no obligation to accept a service order.
2. Charges for Service.
Customer agrees to pay the charges for services ordered as well as all applicable federal, state and local taxes, regulatory, franchising or any other applicable fees
associated with the provision of the Service. Customer understands and acknowledges that the rales of taxes and applicable fees are subject to change by the taxing
authority during the contract term. Charges will commence upon the provision of Service as evidenced by Nova's records.
3. Term
The term for services purchased shall be equal to the contract term ("Term") set forth in months on the Rate Sheet, and the Rate Sheet identification number will be
referenced and included on a Service Orderform submitted by Customer, oras per any amendment or extension thereof as agreed to by Customer and Nova. The term for
each service ordered will begin upon the first date of billing commencement ("Activation Date") for each individual Service ordered. The term will expire on the date
("Expiration Date) derived from adding the contract term in months set forth on the Rale Sheet to the Activation Date. As an example, the term for a Service ordered with
a contract term equal to 36 months with an Activation Date of 12/1/2012 would yield an Expiration Date of 12/1/2015. Charges for cancelling Services prior to the
Expiration Date but after the Activation Date are outlined in Section 8 of this Agreement. In the event Nova continues to provide the Service after the Expiration Date,
Nova shall continue to supply the Service to the Customer on a month -lo -month basis at Nova's then -current applicable rales for such month -lo -month services. Out of
term services may increase in price at any time upon a 30 day notice to Customer.
4. Submission and Acceptance of Service Order(s)
Nova shall utilize its best efforts to provide the Service as soon as possible and in accordance with Industry standard provisioning intervals or at a time as otherwise
agreed to between the Customer and Nova. Customer will submit requests for Service in a form designated by Nova ('Service Order"). Service Orders shall
reference a specific Rate Sheet using the Rate Sheet's identification number (ID). The Rate Sheet will specify a contract term and Customer agrees to this Term for all
products and services ordered using the Rate Sheet ID. Nova will notify Customer of acceptance of the Service Order by delivering (in writing or electronically) the dale by
which Nova will Install service (the "Firm Order Commit 'FOC' Date") or by delivering the service. Customer agrees to pay Nova's then current charges for any change
requests regarding a Service Order after a Firm Order Commit 'FOG' Date has been delivered. Customer may cancel a Service Order after receipt of the FOC but prior to
receipt of the Completion Notice by providing Nova with written notice (with sufficient detail necessary to identity the affected Service) and Customer shall pay Nova a
cancellation charge equal to the sum of (1) any third party cancellation/termination charges related to the installation and/or cancellation of any Off -Net Service;
(ii) Nova out of pocket costs (if any) incurred in constructing facilities in, or to, the Customer Premises necessary for Service delivery; and (iii) the non-recurring charges for
any cancelled Service Order; (iv) a per order cancellation charge according to order type identified in Exhibit A of this document.
a
�
3 Party Order Submission Consent
BY INITIALING BELOW, CUSTOMER ACKNOWLEDGES AND AGREES TO ALLOW ANY AGENTS OR ASSIGNS OF THE 3 PARTY COMPANY LISTED ON THE
RATE SHEET UNDER "PARTNER INFORMATION" TO PLACE ORDERS FOR PRODUCTS AND SERVICES LISTED ON THE RATE SHEET ON BEHALF OF THE
CUSTOMER.
CUSTOMER INITIALS:
5. Billing for Service.
Nova will deliver written or electronic notice ("Completion Notice") to Customer when Service is installed, at which time billing will commence Activation Date. If
Customer notifies Nova within 3 days after delivery of the Completion Notice that Service is not functioning property, Nova will correct any deficiencies and, upon
Customers request, credit Customer's account in the amount of 1130 of the applicable monthly recurring charge for each day the service did not function properly.
Customer shall be billed in advance each month for the Service, with the exception of loll -free number service, international toll calling, and operator/directory service
charges, if applicable to Customer, which shall be billed in arrears. Customer understands and agrees that invoices for the Service shall be mailed to Customer on a
monthly basis at the address provided by Customer. Full payment for the Service is due within fifteen (15) days from the date Nova emails an invoice to the
Customer. Late payment charges shall accrue at the rale of 1% per month or at the highest rate allowed by law on all unpaid balances of more than twenty-five (25) days.
An unpaid balance that remains unpaid and outstanding after forty-five (45) days from the payment due date will be cause for termination of the Service. The
Customer submits the billing contact information is as follows (please note that all fields are required to be complete for agreement processing):
Billing Address (street or PO Box, city, state, zip)
Billing Contact:
Billing Contact Phone:
Billing Contact
Email:
All products including US and Canada long distance (including but not limited to: Hosted Services, PRI Replacement, SIP Trunk, and UBT) cannot be used with
automatic outbound dialing systems or call distribution systems, for dial-up Internet access or in conjunction with telemarketing and call center applications. Usage may be
monitored and Customer may be required to show compliance if usage exceeds 1 , 500 minutes per month, per telephone line. Nova reserves the right to charge
Customer for toll usage in excess of 500 minutes per month, per telephone line. Nova reserves the right to charge for excessive quantities (i.e. 10% or greater) of
NOVA COMMUNICATIONS MASTER SERVICES AGREEMENT
short duration calls (i.e. calls under 6 seconds in length) a minimum of one -cent (^y.01) per completed call. Certain products, including but not limited to Fax -to -email
Account, may Incur overage charges for monthly usage exceeding the allotted amount specified on a Rate Sheet. Calls outside of the United States and Canada are
billed on a per minute basis, at one minute increments, one minute minimum. International rates are subject to change without notice.
BY INITIALING BELOW, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER WILL BE LIABLE FOR ALL INTERNATIONAL CALLING
ORIGINATING FROM NOVA SERVICES REGARDLESS IF SUCH CALLING WAS CAUSED BY A SECURITY BREACH OF THE CUSTOMER'S PHONE
EQUIPMENT OR OTHERWISE UNINTENDED. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS NOVA AND ITS ASSOCIATED
PARTIES FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALITIES, COSTS, AND EXPENSES BY, OR ON BEHALF OF, CUSTOMER OR ANY
THIRD PARTY, OR USER OF THE SERVICE RELATING TO THE COSTS INCURRED WITH INTERNATIONAL CALLING.
CUSTOMER INITIALS:
6. Service Moves, Add(s), and Changes.
Customer may make changes to the Service and/or Service Address locations identified on a Rate Sheet provided that Customer and Nova execute a supplemental
Service Order covering such change. Additional services or change of service address may require the Customer to pay installation or other non-recurring charges. A
price sheet for move, add, or change requests and miscellaneous products is attached to this document as 'Exhibit N. Nova reserves the right to amend this price
sheet for move, add, or change requests and miscellaneous products at any time.
7. Service Quality, Outages and Credits; Maintenance; Trouble Reporting.
7.1 Service Availability and Mean Time to Repair.
Nova provides a robust, reliable connection that is guaranteed to be available and capable of forwarding Internet Protocol (11"') packets at least 99.92% of the time, as
averaged in aggregate over a calendar month, on portions of the network owned and controlled by Nova ("On -Net Services. Services utilizing access loops or long-
haul backbone connections not owned and controlled by Nova ("Off -Net Services") are not included in the Service Availability guarantee contained herein.
7.1.1 Service Availability
"Service Availability" is defined as the simultaneous availability of an acceptable level of performance and quality of both the Data and the Voice service components at all
Customer locations. Service Availability is calculated monthly as follows:
24 hours x 60 minutes x 30 days in month) — Service Outage Time (minutes)
(24 hours x 60 minutes x 30 days in month)
Service Availability is dependent upon the performance of Nova's IP network including the Nova -managed Customer Premise Equipment, the Nova Access Circuit, Nova
backhaul facilities (if applicable), the Nova facilities at the Incumbent Local Exchange Carriers central office, the Nova IP backbone network and Nova Voice Switching
equipment. The guarantee contained herein does not Include outages caused by the customers' local area network (LAN), its wireless local area network (WLAN), and/or
other inside wiring at the Customer's premises; the Customer's private branch exchange ("PBX") system; desktop and mobile voice handsets; or any components on
the Customer -facing side of the Access Port, scheduled maintenance events, customer caused outages or disruptions, or traffic exchange points which are controlled by
other companies. Service outage time is measured from the time Nova opens a trouble ticket to the time a problem is repaired. Service outage time excludes any
outages of less than 30 seconds duration.
7.1.2 Service Level: Service Availability
In the event of a Service interruption, Nova offers a Mean Time to Repair (MTTR) of four (4) hours or less. If Customer experiences a Services Interruption greater than
two (2) continuous hours, Customer is eligible to receive a service credit equal to one days worth of the fees applicable for the affected Services for each hour of Service
interruption or portion thereof, in excess of two hours, up to a maximum of one month's worth of fees for all Services interruptions per month. Services interruption time is
measured between when Nova receives notice of the interruption from the Customer and creates a trouble ticket and the time the service resumes transmitting and
receiving data and voice. Service credits apply only to the monthly recurring charges of the specific services affected, not the entire customer invoice. Service Credits are
not applicable to Service interruptions occurring on Off -Net connections or any other network connections not directly under the control of Nova.
7.1.3. Latency
"Latency" or network delay is the amount of time it lakes for an IP packet to go from an Access Port at one customer site (the entry point) to and at an Access Port at any
other customer site (the exit point) as measured in milliseconds (ms). Latency is Identified based on the performance of Nova's IP network including the Nova -
managed CPE, the Nova Access Circuit, Nova backhaul facilities (if applicable), the Nova facilities at the ILEC central office, the Nova IP backbone network and Nova
Voice Switching equipment. Nova's maximum Latency guarantee does not include latency effects introduced by the customers' LAN, WLAN or other inside Wiring at
the Customer Premises; the Customer's PBX; desktop and mobile voice handsets; or any components on the customer -facing side of the Access Port, scheduled
maintenance events, Customer caused disruptions or traffic exchange points which are controlled by other companies. Latency will be measured using a performance
measurement device connected to each Access Port of any two Customer sites on the Nova IP network.
7.1.4 Service Level - Latency
Nova will maintain daily roundtrip Latency of 70 milliseconds or less within Nova's IP network as averaged in aggregate over a period of one day (24 hours). If
Customer experiences a measurable violation of the above Latency service level over a period of one day (24 hours), Customer is eligible to receive a service credit equal
to one day's worth of its Services fees, up to a maximum of one month's worth of Services fees for all violations occurring during the month. Service credits apply only to
the monthly recurring access charges of the specific services affected, not the entire customer invoice. Service Credits are not applicable to Latency measured over any
Off -Net Service connections or any other network connections not directly under the control of Nova.
7.1.5 Voice Quality
Nova is committed to delivering a level of quality of the user experience which is consistent with what is commonly expected from a business -grade voice service.
Customer acknowledges that (1) the assessment of the level of voice quality is subjective and difficult to measure, and depends on a number of factors including
availability, latency and jitter of the network, as well as factors outside of Nova's control, such as the quality of the voice handsets used, the coding -decoding algorithm
used by the Customer's terminal equipment; and (it) that the availability and maximum latency service levels specified above meet the commonly accepted requirements
of a business -grade Voice -over -IP service; and (iii) that the Service Credits in sections 7.1.2 and 7.2.2 represent Customer's only remedies in any dispute regarding the
quality of the voice service delivered by Nova.
7.2 Service Credits.
If Customer experiences a service interruption or outage caused by Nova that is longer than two (2) continuous hours, Customer is eligible to receive a service credit
equal to one day's worth of the fees applicable for the affected Services for each hour of service interruption or portion thereof, in excess of two hours, up to a maximum of
one month's worth of fees for all service interruptions per month. Service interruption time is measured between when a trouble ticket is opened by the Customer and the
time the service resumes transmitting and receiving data and voice. Service credits apply only to the monthly recurring access charges of the specific services affected,
not the entire customer invoice. Service reedits are not applicable to service interruptions or outages not caused by Nova.
7.3 Claims for Service Credits.
Claims for service credits must be received by e-mail sent to Nova within fifteen (15) days following the end of the month in which the service interruption occurred. All
claims are to be made to e biliino(a)Nova-communicabons.com and must state the Customer name, contact information, date of service interruption or outage, trouble
ticket number, and
MSA Version 20121220 Page 2 of 5
NOVA COMMUNICATIONS MASTER SERVICES AGREEMENT
credit amount being applied for. Upon application for a service credit, Nova will notify the Customer following investigation of the application. If rejected, the notification
will specify the basis for rejection. If approved, Nova will credit Customer's account upon review of the outage or interruption on which the credit request Is based.
7.4 Maintenance.
Nova may from time to time suspend service to the Customer for routine maintenance or construction. Nova will use its best efforts to keep any such suspension to a
minimum time period. Nova will provide advance notice to the Customer for any suspension of service and will coordinate with the Customer a schedule for the
suspension of service.
7.5 Contact Information.
Trouble Management:
Phone: (952) 473-2100 opt 1
Hours of Operation: 24 hrs/day x 7 days/week
Email: serviceallova-Communicaticns.com
Customer Service & Provisioning:
Phone: (952) 473-2100 opts
Hours of Operation: 8 AM - 5 PM Central Time
Email: serviceZ,Nova- Communications.com
Billing:
Phone: (952) 473-2100 opt
Hours of Operation: 8 AM - 5 PM Central Time
Email: awakefieldCa7Nova-Communications.com
8. Cancellation and Termination.
Either party may terminate this Agreement for cause provided prior written notice explain the cause of the termination is given to the non -terminating party and such cause
is not cured by the non -terminating party within thirty (30) days of receipt of such notice. Cause is any material breach of the terms of this Agreement. Nova's
termination of this Agreement for cause shall not act as a waiver or otherwise prejudice the rights of Nova to collect any amounts due under this Agreement. In the event
Nova terminates this Agreement for cause or Customer terminates without Cause, Customer shall be responsible for all outstanding amounts due under this Agreement as
well as for any costs incurred by Nova to terminate any third party contracts necessary to provide the Service being terminated.
Customer may cancel a Service Order (or portion thereof) prior to the delivery of a Completion Notice upon confirmed notice to Nova identifying the affected Service
Order with Nova providing a ticket number for confirmation purposes. If Customer does so, Customer shall pay Nova a cancellation charge equal to the sum of: (i) third
party termination charges for the cancelled Service; (ii) 1 month's monthly recurring charges for the cancelled Service; (iii) the non-recurring charges for the cancelled
Service; and (iv) Nova's out of pocket costs (if any) incurred in the constructing of facilities necessary for Service delivery.
Customer may terminate Service(s) after the delivery of a Completion Notice upon 30 days' written or Nova confirmed electronic notice to Nova. If Customer does so, or if
Service is terminated by Nova hereunder as the result of Customer's default, Customer shall pay Nova a termination charge equal to the sum of: (t) all unpaid amounts
for Service actually provided; (i) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term; (iii) 50% of the remaining monthly recurring
charges for month 13 through the end of the Service Term; and (iv) if not recovered by the foregoing, any termination liability payable to third parties resulting from the
termination. Customer acknowledges that the charges in this Section are a genuine estimate of Nova's actual damages and are not a penalty.
Nova Un -Bundled Trunk (UBT) Service Trial Exception
For Nova UBT Service and Equipment Rental Service ordered in conjunction with Nova UBT Service, either party may terminate this Agreement during a period of
ninety (90) days after the Activation Date without cause ("Trial Period"). This Trial Period exception applies exclusively to Nova UBT Service. Customer is responsible for
paying all monthly recurring and non-recurring service charges during the Trial Period. If Customer terminates service before the end of the Trial Period, monthly
recurring service charges will be pro -rated to the number of days the service was active during that month and Customer shall be responsible for returning to Nova any
equipment provided by Nova and for any costs incurred by Nova to terminate any third party contracts necessary to provide the Service being terminated. Service
charges will continue to accrue until any Nova provided equipment is returned, regardless of when the service termination was requested. Service charges will continue for
5 days following notice from Customer to terminate service where Nova has not provided any equipment.
9. 911 and E911.
9.1 Limitations.
The Service includes a 911 and for enhanced 911 ("E-911") function that may differ from the 911/E-911 function offered by other telecommunications providers. As such,
it may have certain limitations. CUSTOMER ACKNOWLEDGES AND ACCEPTS ANY LIMITATIONS OF 911/E-911.
9.2 Correct Address.
In order for Customers 911/E-911 calls to be properly directed to emergency services, Nova must have Customers correct service location address. If Customer moves all
or a portion of the Service to a different service location address without prior notice or approval from Nova, Customers 9111E-911 calls may be directed to the wrong
emergency services authority, may transmit the wrong service location address, and/or fail altogether. Accordingly, Customer must contact Nova at least ten (10)
business days prior to moving all or any portion of the Services to a different service location address. Customer must receive approval from Nova to move the Service to
a difference service location address. Failure to notify Nova of any changes in address will result in Nova reserving the right to bill Customer a one-time fee of
$150.00 for each 911/E-911 call.
9.2.1 Multiple -Location Customers
Customers utilizing Service by means of Internet Protocol ('11'") telephones at multiple locations having different street addresses, and routing calls over the Customer's
network to a central PBX connecting Customer to Service, are required to purchase the National 911 Service. Each service address will have one E911- Enabled
Telephone Number assigned for each service address location. Customer must notify Nova of any address changes at any of the locations in accordance with section 9.2.
If a call Is placed to 911 by a Customer using the National 911 Service service and the originating calling number is not the E911 -Enabled Telephone Number registered
for the service location calling 911 and/or Customer has failed to notify Nova of an address change at the service address from where the call is placed, Nova
reserves the right to bill Customer a one-time fee of $150.00 for each 911/E-911 call.
9.3 Power Outages.
Customer understands and acknowledges that the Service uses electrical power at the Customers service location. If there is an electrical outage, 911/E-911 calling may
be interrupted if there is no battery back-up installed, fails, or is exhausted. Further, 911/E-911 calls may not be completed if there is a problem with network facilities,
including network congestions, problems caused by power outages, or another technical problem.
9.4 LIMITATION OF LIABILTY.
CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER NOVA NOR ITS ASSOCIATED PARTIES WILL BE LIABLE FOR ANY SERVICE OUTAGE,
INABILITY TO DIAL 911 USING THE SERVICE, AND/OR INABILITY TO ACCESS EMERGENCY SERVICES. CUSTOMER AGREES TO DEFEND, INDEMNIFY
AND HOLD HARMLESS NOVA AND ITS ASSOCIATED PARTIES FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALITIES, COSTS, AND
MSA Version 20121220 Page 3 of 5
NOVA COMMUNICATIONS MASTER SERVICES AGREEMENT
EXPENSES BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY, OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE
SERVICE, INCLUDING THOSE RELATED TO 911/E-911.
CUSTOMER INITIALS:
10, Customer Proprietary Network Information; Privacy Policy; Acceptable Use.
10.1 Approval to Use Customer Proprietary Network Information
Customer proprietary network information ("CPNI") is information related to the quantity, technical configuration, type, destination, location, and the amount of
telecommunications a customer uses that Nova has access to by virtue of the customer -provider relationship. CPNI does not include the Customer name, address and
telephone number, nor does it include Internet access services. From time to time, Nova and its independent contractors and joint venture partners would like to use the
CPNI information it has on file to provide Customer with information about Nova's communications -related products and services or special promotions. Nova, its joint
venture partners and independent contractor's use of CPNI may also enhance their ability to offer products and services tailored to your specific needs. Accordingly,
Nova, its joint venture partners and its independent contractors would like Customer's approval so that Nova, its joint venture partners, and its independent
contractors may use this CPNI to lel Customer know about communications -related services other than those to which Customer currently subscribe that Nova, its joint
venture partners and independent contractors believe may be of interest to Customer. Once you have given approval for Nova, its joint venture partners, and its
independent contractors the right to use your CPNI, Customer may deny or withdraw that right to use any time by calling 1-952-473-2100. By initialing below, you
specifically authorize Nova, ilsjoint venture partners, and its independent contractors the right to use your CPNI in the manner set -forth herein.
CUSTOMER INITIALS:
10.2 Privacy Policy.
Nova is committed to maintaining Customer privacy. Nova believes Customer is entitled to know how Nova will collect, use, and protect Customer information.
Accordingly, Nova has implemented a Privacy Policy that is available upon request. Nova reserves the right to amend and modify this policy from time to time at its sole
discretion or as required by applicable law.
10.3 Acceptable Use.
Customer agrees to abide by Nova's Acceptable Use Policy which is available at nova-communications.com. Nova reserves the right to amend and modify this policy
from time to time at its sole discretion or as required by applicable law.
11. LIMITATION OF LIABILITY; PERSONAL INJURY; PROPERTY DAMAGE.
11.1 Limitation of Liability
Unless otherwise provided for herein, Nova shall not be liable to Customer for any incidental, indirect, special or consequential damages of any kind whether
foreseeable or otherwise including, but not limited to, any loss of use, loss of business, loss of profits or loss of revenues. Unless otherwise provided for herein, any
Nova liability to Customer for any damages of any kind shall not exceed in the aggregate an amount equal to the applicable service interruption credit set for in this
Agreement. The parties understand and agree that remedies each party has for damages are set -forth in this Agreement and that such remedies are exclusive. Without
limiting the foregoing provisions, Customer agrees that Nova shall have no liability for charges assessed to Customer by Customer's previous or subsequent provider of
telecommunications, voice and data services, including any applicable termination charges. Customer understands it is Customer's sole responsibility far the cancellation
of any services with another telecommunications provider, regardless ofwhether any services were transferred to Nova.
11.3 White Pages Directory Listing
Nova shall not be liable to Customer for any incidental, indirect, special or consequential damages of any kind whether foreseeable or otherwise including, but not
limited to, any loss of use, loss of business, loss of profits or loss of revenues In any way related to white pages directory listings, nor can Nova guarantee that a
particular type of white pages listing is available. Nova strongly recommends Customer contact the relevant directory publisher for confirmation of any desired white
pages listing to be published and Nova will assistwhere possible in Implementing any changes requested.
11.2 Personal Injury;
Property Damage. Each party shall be responsible for any actual physical damage it directly causes in the course of its performance under this Agreement, limited to
damages resulting from personal injury, or property damage arising from negligent acts or omissions; provided, however, that neither party shall be liable for any
incidental, consequential, indirect or special damages of any kind, including, but not limited to, loss of use, loss of business, loss of revenue, or loss of profits.
12. DISCLAIMER OF WARRANTIES
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF
FITNESS FORA PARTICULAR PURPOSE.
13. Force Majeure.
Neither party shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations herein by reason of severe weather and storms;
earthquakes or other natural occurrences; strikes or labor unrest; terrorist attacks; power failures; acts of war; civil unrest or military emergency; acts of legislative, judicial,
executive or administrative authorities; acts of God; or any other circumstances which are not in the parties' reasonable control.
14. Attorneys' Fees.
If either party defaults in their performance of this Agreement and the other party employs an attorney because of such default, the defaulting party agrees to pay, on
demand, all costs, charges and expenses, including reasonable attorneys' fees reasonably incurred because of the default.
MSA Version 20121220 Page 4 of 5
NOVA COMMUNICATIONS MASTER SERVICES AGREEMENT
15. General Provisions.
15.1 Lawfulness.
This Agreement and the parties' actions under this Agreement shall comply with all applicable federal, state, and local laws, rules, rules, regulations, court orders, and
governmental agency orders. This Agreement shall be governed by the laws of the State of Minnesota.
15.2 Severability.
In the event that a court or governmental or administrative agency with proper jurisdiction determines that any provision of this Agreement to be unlawful, that provision of
this Agreement deemed unlawful shall terminate, but the remainder of this Agreement shall remain in full force and effect if the parties can legally, commercially, and
practicably continue their performance under this Agreement without the terminated provision.
15.3 Waiver.
Failure or delay by either party to exercise any right, power, or privilege hereunder, will not operate as a waiver thereto.
15.4 Assignment.
This Agreement may not be assigned by Customer without the prior written consent of Nova. Nova may assign this Agreement without Customer's consent to any
entity that acquires all of the stock or substantially all of the assets of Nova.
15.5 Amendment.
Neither this Agreement nor any provision thereof shall be amended except by a writing executed by the parties to this Agreement.
15.6 Entire Agreement.
Nova and Customer understand and agree that this Agreement and the Service Order(s) constitute the entire understanding between them. The parties hereby execute
and authorize this Agreement as of the latest date shown below:
The parties hereby execute and authorize this Agreement as of the latest date shown below:
(Full Legal Name)
Signature
Typed or Printed Name
Title
Federal Tax ID
NOVA COMMUNICATIONS INC.
Signature
Typed or Printed Name
Title
02-0517512
Federal Tax ID
Date Date
Thank you for choosing Nova Communications!
MSA Version 20121220 Page 5 of 5