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HomeMy WebLinkAboutC22-038 Comcast Enterprise Services_Second AmendmentAmendment No. CO-292719-mande/A1 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY SH-A Page 1 of 2 SECOND AMENDMENT to Comcast Enterprise Services Master Services Agreement No. CO-292719-mande This Second Amendment (“Second Amendment”), effective as of January 10, 2022 (“Effective Date”), is entered into by and between Comcast Cable Communications Management, LLC (“Comcast”) and (“Customer”), individually referred to herein as “Party” and jointly referred to as “Parties”. Whereas, the Parties have previously entered into that certain Comcast Enterprise Services Master Services Agreement No. CO-292719-mande (as amended by the First Amendment dated August 4, 2020, the “Agreement”); and Whereas, the Parties desire to amend the Agreement by this Second Amendment 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 Second Amendment, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Capitalized terms used and not defined in this Second Amendment have the respective meanings assigned to them in the Agreement. 2. Customer certifies that its use of the Comcast Enterprise Ethernet Transport Services (the “Metro Ethernet Transport Services”) is such that ten percent (10%) or less of the traffic is jurisdictionally interstate according to FCC regulations. a. In making this certification, Customer may rely on traffic studies or measurements. Where such type of data is not available, Customer may rely on factors, such as the design of its network or the nature of its communications needs, that are reasonably likely to enable Customer to make a good faith approximation of its relative intrastate and interstate traffic volumes. b. Upon request, Customer agrees promptly to provide Comcast with documentation that explains the methodology that Customer used to determine or make a good faith approximation of its relative intrastate and interstate traffic volumes. Customer also agrees to promptly provide such other assistance as Comcast may request to respond to an inquiry from a government authority or its agent regarding the classification of Customer’s traffic, including the appropriate treatment of the traffic under the Federal Communications Commission’s Universal Service Program. 3. Customer agrees to provide Comcast with documentation in support of this certification as may be needed by Comcast to respond to an inquiry from a government authority or its agent regarding the proper classification and assessment of these services. 4. As of the Effective Date set forth herein, the Ethernet Network Services (“ENS”) set forth in Sales Order No. CO-292719-mande-17647423 are modified to reflect an intrastate Services jurisdiction. Any and all future Sales Order(s) duly executed under the Agreement shall specify the applicable Services jurisdiction therein. Except to the extent Customer has provided a valid tax exemption certificate in accordance with Section 3.1(C) of the Comcast Enterprise Services General Terms and Conditions, Customer agrees to pay all applicable federal, state and local taxes, surcharges and fees that are effective or become effective during the term of the Agreement that are applicable to Comcast intrastate Enterprise Metro Ethernet Transport Services. DocuSign Envelope ID: 0F8B061B-9EC6-4F7D-817F-E4F48FFB4086 Amendment No. CO-292719-mande/A1 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY SH-A Page 2 of 2 5. Intrastate Services are provided by Comcast Phone of Colorado, LLC. 6. In the event of an explicit conflict between this Second Amendment and the Agreement, the provisions, terms and conditions of this Second Amendment shall take precedence in the interpretation of the explicit matter in question. 7. Except as otherwise modified by this Second Amendment, all other provisions, terms and conditions set forth in the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the Parties hereto have executed this Second 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. Eagle County Comcast Cable Communications Management, LLC Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: [Remainder of Page Intentionally Blank] DocuSign Envelope ID: 0F8B061B-9EC6-4F7D-817F-E4F48FFB4086 VP Business Services 1/28/2022 Robert ThompsonJeff Shroll 1/28/2022 County Manager