HomeMy WebLinkAbout#5225 Mstr Serv Agrmt Call One RESOLUTION NO 5225
A RESOLUTION APPROVING A MASTER SERVICE AGREEMENT WITH CALL ONE INC.
WHEREAS,the City Council of the City of Canton has determined that it is necessary and
in the best interest of the City to enter into certain Agreements with CALL ONE INC., as set forth in
Exhibit A, attached hereto and incorporated herein;
WHEREAS, CALL ONE INC. will provide telephone and telecommunications services,
pursuant to the Master Service Agreement including within Exhibit A, for City-owned properties;
WHEREAS,the City Council of the City of Canton has determined that it is necessary and
in the best interest of the City to enter into the Master Service Agreement included within Exhibit A,
which will provide for telephone and telecommunication services to the City of Canton.
NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF CANTON,ILLINOIS,AS FOLLOWS:
1. That the Agreements attached hereto and incorporated herein as"Exhibit A"are hereby
approved by the Canton City Council.
2. That the Mayor, or his designee, and the City Clerk of the City o:f Canton, Illinois, are
hereby authorized and directed to execute said Agreement on behalf of the City of Canton.
3. That this Resolution shall be in full force and effect immediately upon its passage by the
City Council of the City of Canton, Illinois, and approval by the Mayor thereof..
PASSED by the City Council of the City of Canton,Illinois, at a regular meeting this 3rd day
of March, 2020, upon a roll call vote as follows:
AYES: Aldermen Ryan Mayhew, Quin Mayhew, John Lovell, Craig West,Angela Hale,Jeff
Fritz, Angela Lingenfelter
NAYS: None
ABSENT: Alderman Justin Nelson
ABSTAIN: None
OVED:
r
Kent McD rell, ayor
AT EST:
Diana Pavle - ock, City Clerk
Call One
MASTER SERVICE AGREEMENT
T'is Master�S+er�vic�e Agreement("MSA")is between Call One Inc.,("We"or"Call One")and your company
_�_O-� Lf1�ot\_ __— ("You"or"Customer"),for the provision of telecommunications services
("Services")from Call One to You. This MSA provides the terms and conditions under which those Services are provided-to
You;
In addition to this MSA,other terms and conditions apply to Call One's provision of Services to You. Those other terms and
conditions include:
• Call One's applicable tariffs and Service Guide,located at https://www.c6llone.com/regulatory-information/,which
provide additional details about the provision.of the Services.
• Call One's Service Level Agreements("SLAs"),located at https.,//www.dall6rid.com/rdq6urces/which describe the
applicable quality and performance standards for the Services.
• Call One's Acceptable Use Policy("AUP"),located at httpa.//.www.callone.com/regulatory-information/,under
which You agree to use the Services in compliance with applicable laws,regulations,and standards.
• Any terms and conditions contained in a Service Order(described below).
By signing this MSA,You also agree to these other terms and conditions.
Together,the MSA,the Service Guide,the SLAs,the AUP,and the Service Order Agreement collectively contain the terms
and conditions that apply between Call One and You,and are the agreement under which Call One provides the Services to
You: Call One reserves the right to modify the Service Guide,SLAB and AUP at any time. We will give you at least thirty(30)
days'notice of any.such modifications to Your email address on record: (Please provide us with an updated e-mail address
should your a=mail change during the term of this MSA:) If there is a conflict between or among the MSA,the Service
Guide,the SEAS,and the Service Order,the terms of the MSA take priority over the Service Guide and the Service Order;
also,the MSA,the Service Guide and the Service Order take priority over the SLAB:
1. The Services
a. You will order Services on Call One's Service Order Agreement for each Service. Call One will review the
Service Order and confirm whether it is able and willing-to provide the Services to You. If Call One is
able and willing to provide a Service to You,it will confirm the Service Order in writing.
b. All Services are subject to availability as well as operational and systems limitations. Call One will either
provide the Services using its own facilities and/or those of third-party service providers. ,
c. Call One will deliver the Services to Your building or campus public network point of presence or point of
demarcation. You are responsible for any extensions to the point of presence or point of demarcation.
Call One Is not responsible for the quality of transmission or signaling on Your side of the network
interface between You and Call One:
d. You are also responsible for ensuring compatibility of the Services with Your equipment and services not
provided by Call one. This includes,but is not limited to,.ensuring that You have taken the appropriate
security measures related to any equipment or services not provided by Call One.
e: Call One will notify you when a Service You have ordered is available. This date will be the Start of
Service Date: You may test the Service to determine whether the Service is operating in accordance
with the Service Guides)or SLA(s)applicable to that Service. You are required to provide Call One
notice of any non-compliance,providing specific details of the non-compliance and the specific technical
specification with which the Service does not comply,within two(2)business days of the date that Call
One notifies You that the Service is available. If You do not provide this notice within that timeframe,
You will be deemed to have accepted the Service.
f. You may request moves,adds or changes("MACs")to certain Services. Call One will inform you if it
accepts the request and inform you of the charges for such MACs.
22SW:Wacker Drive t 312;CALL.OK
(9con0he Chicago;IL 60606 callone.com
L Call One
g. You may request a change to an accepted Service Order. However,Call One.,is not obligated to accept
such a change. If Call One agrees to the change to an accepted Order,Call One will inform you of any
charges or changes to terms and conditions resulting from the requested ctiAnge. You agree*to pay
those charges and to those changes in terms and conditions.
2. Term
a. The Term of this MSA begins on the date that You and Call One sign this MSA below,whichever is later,
and continues for a period of one(1)years from that date. Upon the expiration of the initial Term,or any
renewal Term,this MSA will automatically renew for one-year at the then aip'p'licable rates,unlesstall
One or You inform the other party,in writing,not less than thirty(30)days p'rior to the end of'the initial
Term or any renewal Term.
b. The term for each Service("Service Term")shall be stated in the applicable SP.;rvice Order'Agreem6rit.
Each Service Term shall begin on the date that the Service is made available to You for use and You
have accepted the Service,as provided in this MSA. Unless You or Call One-inform the other'p"arty,in
writing,not less than thirty(30)days prior to the end of the Initial Term or atay'renewal Term,the Service
Term will automatically renew for one-year at the then applicable rates,
c. If the Service Term for any Service extends beyond the current Term of this(VISA,the Term of this:MSA
will automatically extend to the latest Term for that Service.
3. Billing/Taxes and Additional Fees
a. You agree to pay,in full,all the applicable charges for the Services You ordL ',including any charges for
MACS:The charges do not include taxes,surcharges or fees,which are additi onal,and subject tochange
from time to time.
b. If any federal,state or local taxes,fees,surcharges or other charges("Additicmal'Charges")arerrequired
or permitted by governmental or regulatory authorities as a result of Call One%'provision of,our You'use
of,the Services,You agree to pay such Additional Charges and indemnify Calll One from anytiability or
expense associated with those Additional Charges.
c. To the extent not prohibited by applicable law or regulation,and in the event kijf a chfange to any law,rule
or other regulatory activity("Regulatory Activity")that affects one or more of't'h'e Services,'Call'One'may
at anytime,upon written notice,include as Additional Charges amounts to rOlectthe impact of'such
Regulatory Activity.
d. Charges for each Service begin from the Start of Service Date or acceptance of the Services,whichever
happens first. Charges will be billed monthly. Recurring monthly charges will,be billed one-month in
advance;non-recurring charges will be billed In arrears.
e. All Services are subject to credit approval. We may require a deposit before ciroviding Services to You.
In addition,at any time there is a material and adverse change in YourfinEinbiai condition,as We
determine,in our sole reasonable discretion,We may require You to provide.3 deposit or an additional
deposit to provide adequate assurance of your ability to perform under this NAA. Deposits are held as a
guarantee of payment and is not a credit against any billed charges. If You breach this MSA,including
by failing to pay charges when they are due,the deposit will become the proFreity of Call One.
f. If You file for bankruptcy or similar protection,You agree that You will consent.(and not object)to any
motion Call One files under the bankruptcy laws,including but not limited to under Section 362 of the
Bankruptcy Code,seeking to apply the deposit to any outstanding claim and that You will not seek
recovery of the deposit for any reason. You also agree that if You file for barikruptcy or similar
protection,that Call One is a utility as that term is used in Section 366 of the Bankruptcy Code and You
consent to the protections available under bankruptcy law to such entities.
g. Call One will send You billing statements electronically. Should You choose tis have a paper bill mailed
to You,there is a$10 per month charge,which may increase at Call One's di6cretion from time to time.
h. Charges are due and payable in good,unrestricted and immediately availablyd funds,in United States
Dollars,within thirty(30)days of date Call One bills You. You will make payment at the place and in the
manner specified on the billing statement.
228 W;WAM-f Drive t 312;CALL,ONE
Call One Chleagdj IL 60606 callone:com
Call One
is If You don't pay Your bill when due;Call One,in addition to any other remedies available to it,may do
any or all of the fallowing: (i)impose a late payment charge ("Late Fee"),which will be the lesser of one
and one-half percent(11/2%)per month or the highest rate legally permissible per month,on any past-
due balance'(ii)place orders on hold and/or susperid one or more Services;(iii)request a deposit,and
(iv)require an immediate wire transfer of any past due amount. You agree to reimburse Call One for
reasonable attorney's fees and any other collection costs,including collection agency fees,if You do not
pay Your bill when due or Your payment is not honored by Your financial institution.
44: Billing Disputes
A. Other than disputes related to Service Outages;You may dispute a charge only if You believe,in good
faith,that an amount has been included in your billing statement that is not owed under the terms of
this MSA or a Service Order. Disputes related to Service Outages will be governed by the Service Guide.
ti: All such billing disputes must tie submitted to Call One in writing within sixty(60)days of the date of the
billing statement in which the charge first appeared: If You do not dispute a charge within that
timeframe,the dispute will be deemed waived:
o: If You dispute a charge,You agree to:(i)pay all undisputed charges in full when due;(ii)provide,bythe
due date,a written statement with reasonable detail and documentation supporting the disputed
charges,and(iii)negotiate in good faith tis resolve any billing disputes within thirty(30)days of the date
the dispute was submitted:
d: If We resolve the disputed charges in Your favor,We will credit the disputed charges on the following
month's bill and remove any Late Fees related to the disputed charges. If the disputed charges are
resolved in Call One's favor,You agree to pay the disputed charges and applicable Late Fees,within five
(5)business days after Call One's written notice to You:
5: Termination
Ai Termination Before Start of Service Date fora Service or Services: If You terminate a Service(in whole
or part)before the Start of Service Date,You agree to pay Call One all charges Call One incurs or will
incur from underlying service providers,as well as costs ball One has incurred to provide the Service or
Services.
b: Special Construction=If an order for any access service is determined to require special construction by
the underlying access vendor,Call One will provide Customer the cost for the special construction and
the option to agree to pay the cost.If Customer declines to pay for the special construction the order will
be cancelled at no cost to Customer.
c. Termination After Start of Service Date for a Service or Services: If You terminate a Service(in whole or
part)after the Start of Service bate,You agree to pay Call One an Early Termination Charge("ETC"). The
ETC includes:(1)all recurring and non-recurring charges for the terminated Service'or Services through
the end of the Service Term,plus(2)any additional charges ball One is assessed by the underlying
service provider(s)as a result of the early terminatldn,and(3)any waived or discounted recurring or
non-recurring charges You received: Because the exact amount of Call One's damages if You terminate
a Service early are impossible to determine,You and Call One agree that the ETC is a reasonable,
liquidated amount for such termination,and not a penalty:
d: Termination by Call One: Call One may terminate this MSA and any Service Orders if:
i. You fail to perform a non-monetary obligation under this MSA or A Service Order that is able to
be corrected and You don't correct it within thirty(30)days after Call One notifies You of the
breach of that obligation:If the non=monetary obligation is a violation of law or the Acceptable
Use Policy,Call One may terminate this MSA immediately:
ii: You fail to meet a payment obligation(including making a required deposit),and You do not
fully pay all such amounts within five(5)business days after notice from Call One.
iii: You become insolvent or become the subject of an insolvency proceeding; Insolvent or
insolvency means becoming bankrupt or insolvent or liquidating Your assets,or
comrriending(or having commenced"against You)a proceeding for bankruptcy,inability to pay
your debts in the ordinary course,or liquidation of Your assets: If You become insolvent or file
for insolvency,Call One may,at Its option,terminate this MSA and all underlying Services,
and/or require a deposit,advanced payment or other satisfactory assurances of performance,
as well as other rights Call One has available to it:You agree that,for all purposes,including
applicable provisidns of the U:S:8Einkruptcy Code,this MSA and Service Order Agreements
6 Call One Chi cagoWL- 666661Ve callone:dhyi E
i C 0011 One
constitute 6 single integrated dgte6riieht and that Your and 611 We's obligations under this
MSA and Service Orders are interrelated.
If Call One terminates thi!i MSA for any of the reasons above;You agree to 0,6y all applicable ETC%as
desdried in Section 5.ci above.
e; Up6ri TdrehihEiti6n of this MSA or any df the Services ptovid6d uhd6r this MSA,,You agree to pay all
applicable dhairgds incurred up to the date of t6frnihiti6hi in addition to any-applicable ETds for early
termination under Sections 6;b or 5.6;
a; Mutual lrideMnityi Each party(the"Iriddhihifying Party")agrees to defend;ilidemnify and hold harmless;
the other party(the"Indemnified Party")frdrb and jgdImA any l6ssj debt;liability,damage,oblig6tidn,
claim,demand;judgment or setUddidrit of any type;known or unknown,of d.fiy third party including,
withdut limit6tionj all reasonable costs and expenses,and attorneys fees("0Wrn")of any rfaituretothe
extent that such Claim arises out of the Iriddrnnifyirig Ptirty's negligence or iAhIlful misconduct,br,thatbf
its employees;agents or contracts;at it relates,directly or indirectly,to this MSA orthe,obligations of
the lhddrnnifyirig Party under this MSA:
bw Your Additidr%l Mdeninity. You will defehd,release,indemnify and hold hart'riless tall bnefrom,arfd
against any Claim(a)by any user of the Services Call One provides You,inclOding but not limited'to Your
customer;or erriploydes,and(b)relating to the content that is,transmitted b.y or coritained in the
Services;or any violation Of law of regulation related to Your or third parties' use of the Servicbs,
including but not limited to;Claihit relating to copyright law,export control haws,libel,slander,�or
invasion of privacy.
ci Call One's and Your Indemnification obligations survive expiration or terrninii._i of this MSA.
?i LIMITATION OF LIABILITY:
& uNbtll NO dAcuMsTANCIH8 8HALLYOU,CALL ONE OR ANY OF OUR EMPLO)tIES,-AFFILiATEs,
CONTRACTORS,OR u8E09 BE LIABLE TO THE OTHER AND/OR THEIR IEMPL6%itrS,,MFlLiATEs,
CONTkAcf6ks,ON USERS FOR ANY hbiRECti INCIDENTAL,SPECIAL;PUNITI0Ebkb6N8;EQuENTIAL
0AMAOLgi INCLUDING BUT NOT LIMITED TO LOST PROFITS AND/OR LOSS OF 0,USI I N r ESS(EVEN
EN IFA
PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES).THESE r,-'IRcLfMtTAN1CtS
SPECIFICALLY INCLUbEi(A)CUSTOMER'S OR ANY THIRD-PARTY USERS'RELIANCE OWOR USE OF
INFORMATION,SERVICES OR MERCHANDISE PROVIDED ON ORTHROUGH THE S;ERVIC,E;AND(8)
COMPUTER FAILURE,WORK STOPPAGE,MISTAKES,OMISSIONS,INTERRUPT'RUNS,DELETION 6FIFILES,
ERRORS,DEFECTS,DELAYS IN OPERATION,OR TRANSMISSION,OR ANY OTK,_'A!FAILUR' E'OF
PERFORMANCE
b. OTHER THAN CLAIMS AN191NO FROM 1)A PARTY'S PAYMENT OBLIGATIONS,IINCLUIJING EARLY
TERMINATION CHARGES;(2)A PARTY'S INDEMNIFICATION OBLIGATIONS,IN:I`qO EVENT SHALLEITHER
PARTY'S LIABILITY HEREUNDER TO THE OTHER PARTY EXCEED THE AMOUNT OF SERVICE CHARGES
PAID BY THE CUSTOMER DURING THE SIXTY(60)DAY PERIOD PRIOR TO THE,XbCURXNCE,OF THE MOST
RECENT CLAIM. IN NO EVENT SHALL EITHER PARTY ASSERT ANY CAUSE OF AkCTIO-WAGAINST THE
OTHER MORE THAN ONE(1)YEAR AFTER SUCH CAUSE OF ACTION HAS ACCUlkEb. -
c. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION AF 2EFAIR AND AEAsbNAUE
IN THE CIRCUMSTANCES OF THE MSA AND THAT CALL ONE WOULD NOT HNWEENT1E4tD.INT0 THE'MSA.
BUT FOR CUSTOMER'S AGREEMENT TO LIMIT CALL ONE'S LIABILITY AS PROV IbED FOR IN THIS
SECTION.
8: DISCLAIMER OF WARRANTY:
a. EXCEPT AS EXPRESSLY PROVIDED BY THE APPLICABLE SLA,CALL ONE PROVI,btS THE SERVICE ON AN
"AS 18"AND"AS AVAILABLE"BASIS WITHOUT WARRANTIES OF ANY KIND,EXPF"ICSS OR IMPLIED,
INCLUDING WARRANTIES OFTITLE,NON-INFRINGEMENT OR IMPLIED WARRAINTIlEs OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR DOES CAL.L ONE WARRANYTHATTHE
SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION,SOFTWARE OR OTHER
MATERIAL ACCESSIBLE ON THE SERVICE IS FREE OFVIRUSES,WORMS,TROJAN HORSES OR OTHER
HARMFUL DATA.
225 Wz_Wnker Drive t 312;CALLONE
Call One
Chidzigci,IL,60606 callone.com
� (e Gall One-
b.
CALL ONE DOES NOT MAKE,AND DISCLAIMS;ANY EXPRESS OR IMPLIED WARRANTIES;
REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER(INCL-UMO WARRANTIES-OF TITLE OR NON-
INFRINGEMENT,OR THE IMPLIED WARRANTIES OF MERCHANTABIL-ITYOR FITNESS FOR A PARTICULAR
PURPOSE)REGARDING ANY MERCHANDISE;INFORMATION OR SERVICE PURCHASED OR PROVIDED
THROUGH OR BY CALL-ONE:
9: COMPLIANCE WITH LAW:
Your.use of the Services and Call One's provision of the Services shall comply With all applicable laws,
regulations;and rules: You agree to obtain;and maintain;all'approvals,consents and authorizations
necessary to conduct Your business and initiate or conduct_any transmissions over any facilities covered
by this MSA; Call One agrees to obtain and maintain all approvals,consents and authorizations
necessary to conduct its business and to provide the§ervices covered by this MSA and the Service
Orders;
10: FORCE MAJEURE
If the performance of the Your or Call One's respective obligations under this MSA shall be prevented or
interfered with by reason of a Force Majeure(other than Customer's payment obligations for delivered
Services),then that party shall not be liable to the other for its failure to perform such obligations and
such failure shall not constitute a breach of this MSA;"Force Majeure"as used herein shall mean acts of
God;"strike or other l5b6r dispute,cable cut;riot or ciVil disturbance,war or armed conflict,failure of
common carrier or"carrier's carrier,"interruption of power;municipal ordinance including any state or
federal law,governmental order or regulation or order of any court of competent jurisdiction,or any
other similar thing or occurrence not within the control of theparty clairriir9g excuse. Changes in
economic,business or competitive conditions are not Force Majeure
11: NON=DISGI:OSURE:
a; If Call One and You Have executed a Nondisclosure Agreement,or similar agreement,the parties agree
that the terms of that agreement shall apply and remain in full effect throughout the term of this MSA. If
no such agreement is in effect,Call One and You agree to maintain in strict confidence all technology,
research and development;business affairs;pricing;trade secrets,and other proprietary information of
the other party disclosed under this MSA; No obligation of confidentiality shall apply to disclosed
information that is iri the public domain(through rid violation of this Section by the recipient)that the
recipient:(i)already possesses it the time of disclosure without obligation of confidentiality;(ii)develops
independently;or(iii)rightfully receives without obligation or corifidentialityfrom a third party; The
parties'obligati"ons under this Section§1`15111 survive expiration or terrriih5tion of this MSA for three(3)
years after expiration or termination of this MSA;
b; If the recipient is required by law;rule;regulation or court order to disclose any confidential information,
the recipient will promptly notify the disclosing party in writing prior to making any such disclosure in order
to facilitate the disclosing party seeking a protective order or other appropriate remedy from the
appropriate body: The recipient agrees to cooperate with thd-Mclosing party in seeking such order or
other remedy; The recipient further agrees that if the disclosing party is not successful in precluding the
requesting legal body from requiring the disclosure of the confidential information,it will furnish only that
portiori of the confidential information which is legally required and will ex6rcise all reasonable_effortsto
obtain reliable assurances that confidential treatment will be accorded the confidential informatidri;
c; Neither party shall use the other's name in publicity or press releases without obtaining the other's prior
written approval;
12: ASSIGNMENT RIGHTS:
Neither this MSA nor any of Your rights and/or obligations under this MSA shall be assigned,and/or
delegated;and/or transferred to another party by You without the express written consent of Call One
(which shall not be unreasonably withheld,delayed or conditioned); Call One may assign and/or
delegate this MSA to any of its related companies or any third-party purchaser.
A NON-WAIVER;AMENDMENT:
Except as otherwise specifically provided herein;the failure of a party to enforce any right under this
MSA it anytime shall not constitute a continuing waiver of any such right with respect to the remaining
term of this MSA;or the waiver of any other right under this MSA; No modification of this MSA or any
Ue' ' �Call One 225 W.Wacker Drive t 312:CAL-L-:ONE
Chicago;IL- 60606 callone;com
Call One
Service Order Agreement shall be binding upon the parties unless the modII`ieation.is made in writing
and signed by an authorized representative of the party against which enfor cement is sought
14. NOTICE:
Except as otherwise specifically provided herein,any notices required or permitted to be given under
this MSA shall tie given in writing and shall be delivered(a)in person;(b)by'certified mail,postage
prepaid,return receipt requested,(c)by a commercial overnight courier thait guarantees next day
delivery and provides a receipt;or(d)by electronic mail to Customer at Custoomer's designated technical
and/or billing contact,or to Call One at 02iicesQcallone:cam.It is solely Cuistoiner's responsibilityto
notify Call One of any changes to Customer's email address for such notio(e. 'Notice provided by personal
delivery;certified mail,or commercial overnight courier is to be delivered to ci, 'addresses listed for
each party in the signature area of this MSA,or to any such other address ase-ither party mayfrom'time
to time specify in writing to the other party. Notice shall be effective upon e1blivery(or refusal tobtcept
delivery).
15. JURISDICTION,FORUM,GOVERNING LAW,AND JURY WAIVER:
The MSA is made in Chicago,Cook County,Illinois.The MSA shall be interprei:ed and construed
according to the laws of Illinois,excluding any such laws that might direct thie application of the laws of
another jurisdiction:The federal and state courts located in Cook County,IlliriLpis shall be the
only courts with jurisdiction to hear disputes under this MSA;and Customer bansen'ts to th"e-jurisdiction
of the federal and state courts located in Cook County,Illinois to hear such "isputes. 'Call
One and You each waive trial by jury in any civil actions or proceedings that-a re brought by either:of the
parties under this MSA.
16. CUSTOMER CONSENT TO USE OF CUSTOMER PROPRIETARY NETWORK INFORMATION '(CPNI):
Call One acknowledges that it has a duty,and Customer has a right,under fe-dbral and/or state flaw to
protect the confidentiality of Customer's CPNI. Such CPNI includes informaticin about the
telecommunications Services purchased by You from Call One,account activity(for example,telephone
numbers)and incurred charges. Call One may also share Customer information with its affiliates,
agents and partners to offer any or all Services that Call One provides now n;, in the future. 'Call'One
requires Your consent for it and its affiliates,agents,and partners to use this;information to offer the
services and products described above. By signing this MSA and taking no.fL irther action,You giVe Call
One Your consent to use and disclose Your CPNI as described above. You me ty refuse'CPNI consent by
signing this MSA and then notifying Call One in writing of your decision to with 1hold consent.
17. ATTORNEY'S FEES:
The parties agree that if either party to this MSA brings any civil action relal.ed in any manner to this
MSA,the prevailing party in any such civil action shall recover all of its reas-:nnable attorneys'fees and
litigation expenses incurred from the non-prevailing party.
18. SEVERABILITY:
If any provision of this MSA is held to be invalid or unenforceable,the remainder of this MSA will remain
in full force and effect,and such invalid or unenforceable provision will be deemed to be amended to
the minimum extent necessary to render it valid and enforceable. If such%provlsiorcannot be so
amended,the parties will promptly negotiate in good faith a replacement prcaision that will as closely as
possible reflect the parties'original intent.
19. SURVIVAL:
Those Sections of this MSA that by their nature should survive the terminatio n or expiration of this MSA,
will survive the termination or expiration of this MSA.
20, ENTIRE MSA:
We each agree that this MSA and any Service Orders are the terms of our agreement with regard to the
Service(s). We each agree that anything not reflected in this MSA and any Service Order(s)shall not
affect the terms or interpretations of this MSA and any Service Order(s).
225 W;wadker 1ve L;ONE
Caul) 0n@ Cfi c go;IL- 6006 callose.om
0-Call One
21: COUNTERPARTS;FACSIMILMONATUAe
The MSA may be executed in one or more d6untdrparts;each of which will be deemed an original,and
all of which when taken together will constitute one and the same instrument:The MSA may be
executed by facsimile or digital signature,and any such facsimile-or digital signature by any party hereto
shall be deemed to be an original signature and shall be binding ori such party-to the same
eiitent as'if such facsimile or signature were an original signature.
22: NO THIRD-PARTY BENEFICIARIES:
The MSA's benefits do not extend to any third party;
Comp-W- Riheu Call One Inc:
Aiifh i'e Si riat f Authorized Signature
Printed Name Printed Name
Title ---- Title ---- -- - - -_-- -
3�5.\a�a
Date Date
225 W.Wacker Drive t 312:CALL:ONE
' au One Chicago,IL 60606 callone:com