10-15-24 CC Reg Mtg Agenda Packeti
MeetingCity of 8howwood City Council Item
Title/Subject: Approve Master Service Agreement with Arvig
Meeting Date: October 15, 2024
Prepared by: Marc Nevinski, City Administrator
Attachments: Master Service Agreement, Phone Quote, Internet Quote
Background
For many years the City has contracted with Warner Connect for managed phone and IT services. These
services include providing network infrastructure, internet service, phone service, data backup, cyber
security, and IT support for hardware and software applications. Last week Warner Connect informed
us that they will cease operations November 30th, 2024 and that we will need to transition to a new
managed services provider. This is very short notice for systems that are critical to our operations.
One of the critical steps in this transition is porting or transferring our phone numbers from Warner
Connect to another provider. This will take a few weeks to complete so there is urgency to select a new
provider ahead of November 30.
Arvig has presented a quote for twenty phones (the final number may vary) to serve workstations at City
Hall, the SCEC and Public Works. The quote includes new Polycom desk phones at no charge. The
current Cisco phones the City owns are hosted off -site and will not be supported once Warner Connect
closes. Staff also discussed the option of eliminating desk phones and using Microsoft Teams, but this
would require additional time and investment and is therefore not being considered at this time.
Arvig also owns the fiber line from Minneapolis to Shorewood, providing the City with internet service.
Warner Connect has previously managed this line and service as part of its service contract with the City,
and last year changed from Metronet to Arvig following connectivity and redundancy issues. We intend
for Shorewood to take over this service directly with Arvig.
Arvig has provided a Master Service Agreement (MSA) and quotes for phone and internet service. The
MSA has been reviewed by the City Attorney and staff is recommending the Council approve it. Staff is
continuing to re
Financial Considerations
Under the proposal from Arvig, phone services are expected to be approximately $3500
annually, depending on the exact number of workstations and scope of services. This is a
reduction of about $13,500. When asked about this low cost, Arvig attributed it to the
infrastructure it owns and its licensing -based model. Internet service is $4800/year for a three-
year term for 100 Mb symmetrical service or five-year option is $4500/year. This is a reduction
of approximately $7500.
Action Requested
Motion to approve the Master Service Agreement with Arvig for phone and internet services.
A majority vote by the Council is required.
ARVIGO
NETWORK MASTER SERVICE AGREEMENT
Retail Services
Arvig and City of Shorewood, Minnesota (Hereafter referred to as Customer) hereby agree to the following terms and conditions
for Arvig services to Customer.
1. EFFECTIVE DATE, SERVICES, AND SERVICES TERM. This Master Service Agreement, along with the Network Services
Agreements (Order for service, "Service Agreement(s)") Service Schedule, any attachments, the policies and procedures
found on Arvig's website: www.arvio.com, and any filed tariffs, price lists or schedules comprise the entire agreement
between the parties ("Agreement) for the services described herein. This Agreement supersedes any and all prior
discussions, representations, memoranda, or agreements; oral or written, between the parties related hereto. Arvig
reserves the right in its sole reasonable discretion, to reject any service agreement. This Agreement is fully binding and
enforceable as of the date the Service Agreement(s) is signed by both parties ("Effective Date"). Arvig agrees to provide to
Customer (subject to availability and adequacy of underlying service) and Customer agrees to procure from Arvig the
services as described herein and within attachments and addendums, at the locations set forth, ("Services") for the number
of months set forth ("Service Term"), all as detailed on the Service Agreement(s) incorporated as part of this agreement.
The Services Term commences upon installation of the Services by Arvig ("Installation Date") or the Effective Date
annotated in the Service Agreement(s).
Arvig will use reasonable efforts to install the services on the date agreed upon by the parties. Arvig does not guarantee
that Services will be installed and provisioned on Customer's desired due date. Subject to the early termination provisions
set forth herein, at the end of the Services Term, this Agreement will automatically renew for a period of twelve (12) months
("Renewable Services Term") until terminated by either party with at least thirty (30) days advance written notice to the other
party. Unless otherwise provided by law, Customer shall, upon providing Arvig a notice of termination of Services, be
responsible for payment from the Service End Date (date of disconnection) to the end of the thirty (30) day notice period. In
the event of early termination, the early termination fee shall be calculated from the end of the thirty (30) day notice period
until the expiration date of the current term.
2. RATES, CHARGES, BILLING AND PAYMENT. Customer shall be responsible for payment of the charges specified in the
Service Agreement(s). Customer agrees that billing will commence with Arvig's first regular billing cycle after the installation
of Service is complete and fully functioning. Monthly Recurring Charges ("MRC") will be billed in advance each month.
Non -Recurring Charges ("NRC") will be billed on the first invoice after the Installation Date, or if the NRC is incurred after
the Installation Date, or are usage based, such charges will be billed on the next invoice thereafter. Payments are due on
the Payment Due by Date set forth on the Arvig invoice. Customer must provide payment in full on Payment Due By date.
If Customer believes it has been billed in error or otherwise disputes a charge, Customer must notify Arvig within ninety (90)
days of the date of the invoice containing the disputed charge. Arvig will promptly investigate and notify Customer of the
results of its dispute. Arvig will investigate all disputes and if appropriate, credit Customer's account or notify Customer of
denial of the dispute.
Arvig may assess a late fee of $2.00 per service account OR 1.5% of the balance due, whichever is greater (not to exceed
the maximum rate allowed under state law) on any undisputed balances not paid when due or any disputed balances later
found to be correct. Late fees may be assessed, as of the original Due by Date, against any disputed amount denied by
Arvig. Arvig has the option to suspend Services and/or to pursue any and all other legal remedies until payment is made.
Termination of Services may follow. Customer will pay any and all costs incurred in collection of rates and charges due and
payable, including reasonable attorney's fees and all collections agency costs, whether or not a suit is instituted. All
payments hereunder will be in U.S. currency.
Customer hereby authorizes Arvig to conduct a credit search and agrees to provide Arvig with information regarding
payment history for communications services, number of years in business, financial statement analysis and commercial
credit bureau rating. This Agreement is subject to credit approval. Arvig may require Customer to tender an Advance
Payment which will be applied to the next statement, without interest. Such Advance Payment may have, as an additional
component, deposit for any Arvig provided Customer Premise Equipment.
If any property owner, under which Customer is a tenant, assesses a fee against Arvig in order to, or as a result of, the
provisioning of any Services to Customer, Arvig may pass through such charges to Customer.
Additional charges shall be imposed by Arvig and paid by Customer for: (a) hours of service provided by Arvig for matters
other than those for which Arvig is responsible for in connection with the Service, as described in the Service Agreement,
(b) any changes to the scope of any project, or other specialized services requested by the Customer.
3. REACTIVATION. To reactivate suspended Service, Customer must bring its account up to date through the month of
reactivation by making payment in full of any outstanding balance, fees and other applicable charges.
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4. INSTALLATION OF EQUIPMENT. Customer represents that there are no legal, contractual or similar restrictions on the
installation of Arvig equipment in the location(s) authorized by Customer. It is the Customer's responsibility to ensure
compliance with all applicable building codes, zoning ordinances, covenants, conditions, and restrictions related to the
Services, to pay any fees or other chargers, and to obtain any permits or authorizations necessary for the Services
(collectively "Legal Requirements"). In providing the Services, Arvig shall comply with applicable federal and state laws,
rules and regulations. Each party shall be solely responsible for any fines or similar charges for violation of any applicable
Legal Requirements, or federal and state laws, rules and regulations. Customer acknowledges and agrees that Arvig or its
designated service provider will be required to access your property and/or premises and systems to install and maintain
the Services. Any refusal of access by Customer shall relieve Arvig of its performance obligations. Customer will also
provide a suitable work area for Arvig personnel.
5. EQUIPMENT. Customer recognizes that Arvig is acting only as a reseller or licensor of any hardware, software and
equipment (collectively, the "Equipment") offered under this Agreement that was manufactured by a third party. Arvig shall
have no responsibility or liability for any malfunction or defects of Equipment either sold, licensed or provided by Arvig to or
purchased directly by Customer used in connection with the Service(s). Arvig shall make reasonable attempts to replace,
repair or correct any such defects of equipment and to inform Customer of such defects, the correction procedure being
implemented, and the costs to Customer of such corrective procedure. Any rights or remedies Customer may have
regarding the ownership, licensing, performance or compliance of the Equipment is limited to those rights extended to the
Customer by the manufacturer or extended to Arvig by the manufacture and assigned by Arvig to Customer, in connection
with this Agreement.
Customer is entitled to use any Equipment supplied by Arvig only in connection with Customer's permitted use of the
Services. Customer shall use Customer's best efforts to protect and keep confidential all intellectual property by Arvig to
Customer through any Equipment and shall make no attempt to copy, alter, reverse -engineer, or tamper with such
intellectual property or to use it other than in connection with the Service(s). Customer shall not resell, transfer, export, or
re-export any Equipment, or any technical data derived there from, in violation with any applicable Minnesota, United States
or foreign law.
In the event that Arvig provides Equipment for use by Customer free of charge during the term of this Agreement, upon
termination of this Agreement for any reason, Customer must return, at Customer's cost, the Equipment to Arvig in the same
condition as furnished to the Customer, except normal wear and tear.
6. SERVICE DESCRIPTION(S).
a. Business Trunking — a dynamically allocated voice service deployed over an eligible broadband data service. The
Customer may select a number of voice lines and/or SIP Session terminating to Customer -provided premise -
based phone equipment using a PRI or SIP Trunk. Local calling is included in the standard pricing. Optional
features include but are not limited to enhanced 911 service, toll free telephone numbers, DID blocks, directory
listing. Optional features involve additional charges.
b. Business Lines — an Arvig managed hosted PBX voice service with local and long distance calling and call control
features, with service provided via Analog interface, I Phone, or soft client. One (1) individual telephone number
provided per voice seat, regardless of type. The following features are included with standard pricing: extension
dialing, set of call features based on type of voice seat selected,. Optional features include but are not limited to
... enhanced 911 service, hunt group and series completion, auto attendant, voice messaging, receptionist
console, call center, additional telephone numbers, audio conferencing, and a voice web portal. Optional features
involve additional charges.
c. Audio Conferencing — an on -demand audio conferencing service with no reservation required for multi -participant
audio meetings. Audio conference control is provided through touch-tone commands on the phone.
7. CUSTOMER OBLIGATIONS CONCERNING EMERGENCY 911 SERVICE LIMITATIONS, LIMITATION OF LIABILITY
AND INDEMNIFICATION.
a. Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing service, you
should consider having an alternate means of accessing traditional 911 or E911 services or disconnecting the
Service.
(initial)
b. Customer agrees to provide Arvig with detailed information related to the Customer's main location, contact
information and all end -user addresses/locations/suites/offices, and room numbers corresponding to all
telephones/stations. Customer agrees to continually update this information and shall provide Arvig with
written notification prior to implementing any moves, adds or changes to telephones/stations or locations.
Customer acknowledges that failure to provide such information on a timely basis will severely impair Arvig's
ability to provide emergency 911 services.
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(initial)
c. Customer understands and agrees it is their responsibility to register the physical location (as stated in 7b)
where services will be utilized with Arvig. Customer also understands that if user moves the device to another
location, it is Customer's responsibility to notify Arvig of new location. Failure to register locations may result
in 911 calls be routed to the incorrect public safety answering point.
(initial)
Customer understands and agrees it is their responsibility to notify all of its direct end -users, affiliates, persons,
firms or entities that are users and purchasers of the Service(s), including any other buyer that may have their
own customers, of the E911 Limitations described herein and must require that buyers with their own
subsequent customers shall also pass through the same notification. Additionally, prior to installation,
Customer shall provide such end -users, affiliates, persons, firms, entities, and purchasers or buyers with
warning labels regarding E911 Limitations and the potential unavailability of 911 Emergency dialing.
(initial)
e. Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power
failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not
function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure
the Device prior to utilizing the Service, including 911 Dialing.
f. Service Outages Due to Broadband or Internet Outage or Suspension or Disconnection of Broadband
Service or ISP Service. Service outages or suspensions or disconnections of service by Customer's
broadband service provider or ISP will prevent all Services, including 911 Dialing, from functioning.
g. Other Service Outages. If there is a Service outage for any reason, such outage will prevent all Service,
including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not
limited to, those reasons described elsewhere in this Agreement. Customer understands that Arvig's 911
Dialing service will not function in the event of a service outage or if Customer's broadband, ISP or Arvig
phone service is terminated.
(initial)
h. Arvig shall have no responsibility or liability to the Customer or any third party in connection with or for
responding to emergency 911 or other emergency referral calls. Customer agrees to indemnify and defend
Arvig from and against any actions and/or liability arising out of Arvig's provision of said service.
8. FRAUD AND NETWORK SECURITY. Arvig shall not be liable for any damages, including, without limitation usage
and toll charges which Customer may incur as a result of the unauthorized use of Customer's telephone and/or network
facilities. This unauthorized use includes, but is not limited to, the placement of calls from Customer's premises and the
placement of calls through Customer provided equipment and/or Customer's network. In no event will Arvig be liable for
security or protection of Customer's network, transmission facilities or equipment from unauthorized access, or for any
unauthorized access to or alteration, theft or destruction of Customer's data files, programs, procedure, and information
or other network elements or content through fraudulent means or devices. Customer shall remain responsible for any
long-distance charges or other charges irrespective of any actual or alleged unauthorized or fraudulent use. Arvig shall
have the right, but not the obligation, to immediately deactivate Customer's services in the event Arvig reasonably
believes such service is the subject of theft or fraud.
9. VOICE TRAFFIC RESTRICTIONS. Arvig prohibits using the Service without prior written approval for hiah-volume
autodialing, continuous or extensive call forwarding, high -volume telemarketing (including, without limitation, charitable
or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting. We reserve the right to
immediately disconnect or modify Service if we determine, in our sole and absolute discretion, that you have at any
time used the Service or the Device for any of the aforementioned or similar unapproved activities.
10. CUSTOMER OBLIGATIONS. Customer acknowledges and agrees that Customer will utilize and connect only IP based
telephony devices and software client -based softphones that are approved and certified by Arvig for use with service
provided hereunder. Any IP telephony devices and software client -based softphones not included on Arvig's approved
and certified list may not operate properly or at all with the use of Arvig services. It is not Arvig's responsibility to get
said equipment working at all. Arvig shall have the right to update and modify from time to time, said list of approved
and certified equipment.
11. VOICE USAGE POLICY. As an optional service, Arvig offers toll and local voice services on an unmetered basis.
Customers who subscribe to this optional service are not charged on a minute of use basis for certain types of calls as
more fully described in the unmetered service offering. For Business Lines with unmetered usage, the service is
available for a single user per Business Line. For Business Trunking with unmetered usage, service is available for
multiple users per trunk. Unmetered services are only available with normal, reasonable business usage. Prohibited
usage includes but is not limited to the following:
a. High -volume call centers, usage involving auto -dialing, predictive dialers, continuous or extensive call
forwarding, and high -volume telemarketing.
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b. Resale, use, or providing access to unmetered service outside of the end Customer or those that would
normally access such services during normal business usage.
c. High volume conference calling services
d. Routing a disproportionate volume or percentage of high cost voice traffic to Arvig that exceeds reasonable
business usage.
e. Abnormal calling patterns, including but not limited to routing a disproportionate number of short duration or
unanswered calls to Arvig that exceeds reasonable business usage.
If Arvig in its sole discretion determines usage is prohibited or exceeds normal business usage, Arvig will contact the
Customer and may convert Customer services to a metered plan that will result in increased usage fees. Arvig
reserves the right to modify the Voice Usage Policy and any Services that include unmetered usage without notice.
12. CALL RECORDING. Arvig offers Call Recording as an add -on feature associated with Voice over I Services.
Notification and consent requirements for recording voice calls varies by state and jurisdiction. Some jurisdictions
require consent to be obtained from all parties to record a call. Additional state and federal laws or industry specific
guidelines and regulations may apply regarding the storage, security, and access to call detail records and the recorded
media itself. Examples of such laws, guidelines, or regulations include but are not limited to the Health Insurance
Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health
(HITECH) Act, and the Payment Card Industry Data Security Standard. Customer is solely responsible for complying
with all state, federal, or industry specific guideline or regulations in any relevant jurisdiction when using Call Recording
features. Arvig is not responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the
use of Call Recording features or the use of its products by the Customer, whether legal or illegal, and Customer will
indemnify and hold Arvig harmless for any claims, damages, fines, or penalties arising out of Customer's failure to
adhere to applicable laws or regulations in any jurisdiction.
13. MODIFICATION OF SERVICE(S). Arvig may discontinue, add or revise any or all aspects of the Service(s) in our sole
discretion and without notice, including access to support services, publications and any other products or services ancillary
to the Service(s). Customer's use of the Service(s) after the effective date of such changes or additions constitutes the
Customer's acceptance of such changes.
14. RESTRICTIONS ON USE OF THE SERVICE. Customer agrees to comply with Arvig's Acceptable Use and Data Allowance
Policies published at www.arvig.com and are hereby incorporated into this Agreement. Arvig reserves the right to
immediately terminate the Service(s) and this Agreement if Customer knowingly or otherwise engages in any prohibited
activity. Customer does not own, nor have any rights other than those expressly granted to the Customer, to a particular I
address, even if Customer has ordered a static IP address.
15. SECURITY. Customer agrees to take reasonable measures to protect the security of computers, networks and
communications equipment, including maintaining, at Customer's cost, an up-to-date version of anti -virus and/or firewall
software to protect said equipment from malicious code, programs or other internal components (such as a computer virus,
computer worm, bots, etc.). Customer expressly agrees that if any equipment connected to Arvig services becomes infected
and causes any of the prohibited activities listed in the Acceptable Use Policy, Arvig may immediately suspend Service(s)
until it is sufficiently protected to prevent further prohibited activities. Customer will be fully liable for all monthly Service
charges and any other charges under this Agreement during any period of suspension. In all cases, Customer is solely
responsible for the security of any device Customer chooses to connect to the Service(s) including any data stored or shared
on that device.
16. PROHIBITION ON RESALE. Reselling the Service(s) or otherwise making the Service(s) available to anyone outside
Customer's premises (e.g. via VVkFi, or any other method), in whole or in part, directly or indirectly, or on a bundled or
unbundled basis is prohibited.
17. TAXES, SURCHARGES AND ASSESSMENTS. Customer is responsible for payment of any and all federal, state and
local taxes, or surcharges. Arvig will collect all such taxes, charges, and surcharges unless Customer provides Arvig with
proof of exemption. Customer will indemnify Arvig for any and all costs, claims, taxes, charges, and surcharges levied
against Arvig relative to such exempt status. Surcharges and assessments, which are not required by regulatory agencies,
but which Arvig is permitted to charge to recover expenses, may be applied. All such charges will be set forth on a detailed
invoice.
18. COMPLIANCE WITH LAW. This Agreement is subject to all Applicable Law, and the obtaining and continuance of any
required approvals, authorizations, or tariffs or price lists filed with the FCC or any other governmental agency. Company
will use commercially reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any action
pursuant to Applicable Law adversely affects the Services or requires Company to provide Services other than in
accordance with the terms of this Agreement, either Party may, without liability to the other Party, terminate the affected
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Services upon thirty (30) days prior written notice to the other Party. In performing their obligations under this Agreement,
the Parties will comply with all Applicable Law, specifically including, but not limited to, Applicable Laws governing 911/E-
911 and any other emergency services.
Subject to Companies 911/E-911 policy, and unless otherwise specifically agreed, (a) Company will provide Customer with
the network connection for each circuit, billing telephone number (BTN) or trunk group that comprise the Services, and (b)
Company will provide the appropriate Public Safety Answering Point (PSAP) with the automatic location identification (ALI),
including the same emergency response location, for all BTNs of the circuit or trunk group regardless of the number of lines,
trunks, or unique telephone numbers on that circuit or trunk group.
19. SERVICES, MAINTENANCE AND UPGRADE OF FACILITIES. Services will meet the applicable performance
specifications outlined in this agreement. Arvig will maintain its facilities and equipment used to provide the Services as set
forth in its policies and procedures, at no additional charge to Customer, except where work or service calls result from
Customer actions or negligence. In such event, Customer will reimburse Arvig for the cost of the required maintenance and
material rate plus any taxes imposed upon Arvig related to such maintenance.
Arvig reserves the right to suspend Service for scheduled maintenance or planned enhancements or upgrades or
emergency without notice to Customer. Arvig equipment will remain the sole and exclusive property of Arvig or Arvig's
assignee. Customer will not tamper with, remove or conceal any Arvig identifying plates, tags or labels. Customer will
indemnify, hold harmless and defend Arvig against any liens placed on Arvig equipment due to Customers' action or
inaction. Any lien will be discharged by Customer within ten (10) days' notice of filing. Failure to discharge any such lien is
a material breach of this Agreement and may result in immediate termination.
Customer will provide equipment compatible with the Services and Arvig's network and facilities. Customer will bear the
costs of any additional apparatus reasonably required to be installed because of the use of Arvig's network or facilities.
Upon termination of the Service, Customer grants Arvig the right to recover Arvig-provided equipment from Customer's
premises upon the termination of this agreement. In the event Customer fails to return the equipment, Arvig may invoice
Customer for the then fair market value of such equipment.
Arvig reserves the right to substitute, change or rearrange any equipment used in delivering Services that does not affect
the quality, cost or type of Services. Arvig will manage its network in Arvig's sole discretion. Customer will provide all
reasonable information, authorizations, and access required by Arvig for the purpose of installing Services, performing
routine network grooming, maintenance, upgrades, and addressing emergencies.
20. SERVICE INTERUPTION CREDITS. Credits shall be determined in accordance with the terms of the Service Schedule,
when applicable, or on a case -by -case basis, when Arvig is the sole cause of such disruption, and such disruption is not
the result of:
a. scheduled maintenance
b. planned enhancements
c. upgrades
Such credit shall be based upon the ratio of the duration of the service interruption (measured from the time the interruption
is reported to or detected by Customer, whichever occurs first to the total time in a thirty (30) day month. No Credit shall
be owed for any disruption resulting from a Force Majeure event.
21. DISCLAIMER/LIMITED WARRANTY. Except as specifically set forth in this agreement, Arvig makes no warranties,
express or implied, under this agreement and specifically disclaims any warranty of merchantability or fitness for a particular
purpose. Arvig does not warrant that the services will be uninterrupted or error -free.
22. LIMITED LIABILITY. Arvig's liability and the exclusive remedy of customer for damages arising out of or related to the
services and/or this agreement, will be solely limited to an amount no greater than the amounts paid by customer to Arvig
during the month of the occurrence of any claim. In no event will Arvig be liable to the customer for loss of use, income or
profits, loss of revenues, loss of savings or harm to business or any other special, incidental, indirect, punitive or
consequential losses or damages, regardless of the foreseeability thereof.
23. CUSTOMER WARRANTIES. (a) The Customer represents that it is an entity, duly organized, validly existing and in good
standing under the laws of its origin, with all requisite power to enter into and perform its obligations under this Agreement
in accordance with its terms; (b) Customer represents and warrants that, to its knowledge, neither its equipment nor facilities
will pose a hazard to Arvig's equipment or facilities or create a hazard to Arvig's personnel or customers or the public in
general; (c) Customer represents and warrants that its use of the Service will comply and conform with all applicable federal,
state and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over the subject
matter of this Agreement and it will be responsible for applying for, obtaining and maintaining all registrations and
certifications which may be required by such authorities; (d) Customer represents and warrants that it will not resell all or a
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portion of the Service(s) provided by Arvig under this Agreement. To the extent permitted by law, Customer will indemnify
and hold Arvig harmless from any and all loss liability, claim, demand, and expense (including reasonable attorney's fees)
related to Customers violation of this section Customers violation of this Section.
24. ARVIG WARRANTIES. a) Arvig represents that it is an entity, duly organized, validly existing and in good standing under
the laws of its origin, with all requisite power to enter into and perform its obligations under this Agreement in accordance
with its terms; (b) Arvig Customer represents and warrants that, to its knowledge, neither its equipment nor facilities will
pose a hazard to Customer's equipment or facilities or create a hazard to Customer's personnel or customers or the public
in general; (c) Arvig represents and warrants that Customer's use of the Service will comply and conform with all applicable
federal, state and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over
the subject matter of this Agreement and it will be responsible for applying for, obtaining and maintaining all registrations
and certifications which may be required by such authorities. To the extent permitted by law, Arvig shall defend, indemnify
and hold Customer harmless from any and all loss liability, claim, demand, and expense related to Arvig's violation of this
Section.
25. CONFIDENTIAL INFORMATION. Customer proprietary network information shall only be disclosed in accordance with
Arvig's policies and procedures.
In addition to the foregoing, the parties may have access to certain information, the ownership and confidential status of
which is highly important to the other party and is treated or designated by one of the parties as confidential (herein referred
to as "Confidential Information").
Neither party will disclose the other party's Confidential Information, directly or indirectly under any circumstances, to any
third person without the express written consent of the other party, and neither party will copy, transmit, reproduce,
summarize, quote, or make commercial or other use whatsoever of the other party's Confidential Information, except as
may be necessary to perform its duties hereunder or as required by the Rules. Each party will exercise the highest degree
of care in safeguarding the other party's Confidential Information against loss, theft, or other inadvertent disclosure and take
all steps necessary to maintain such confidentiality.
26. INDEMNIFICATION. To the extent permitted by law, Customer will indemnify, hold harmless, and defend Arvig, its officers,
parent, and/or affiliated companies, employees, agents and subcontractors from liabilities, claims, damages, and expenses
whatsoever (including reasonable attorney's fees) arising out of or in connection with Customer's use and/or Customer's
end -users or third parties' resale or sharing of the Services. Customer's indemnification obligations do not apply to claims
for damages to real or tangible personal property or for bodily injury or death which is sole caused by Arvig due to Arvig's
gross negligence or willful misconduct.
27. DEFAULT/TERMINATION. Customer's use of the Services provided herein and any equipment associated therewith will
not: (a) interfere with or impair service over Arvig's network; (b) impair privacy of any communication over such network; (c)
cause damage of any nature to Arvig's assets or customers; (d) be used to frighten, abuse, torment or harass, or create
hazards to Arvig or its network; (e) violate the provisions of any of Arvig's policies and procedures, including Arvig's Internet
Service Acceptable Use Policy, which can be found at www. www.arvig.com. Arvig may immediately suspend or terminate,
without liability, the Services for any violation of these provisions. Arvig reserves the right to revise the terms and provisions
of all of its policies and procedures as it deems appropriate and this Agreement is subject to all revisions.
Except as set forth above, if either party violates any provision of this Agreement the non -defaulting party may send the
defaulting party written notice detailing the default. The defaulting party will have: (a) 10 days from the date of the written
notice to cure a payment default, or (b) thirty (30) days from the date of the written notice to cure a non-payment default. If
the defaulting party fails to cure, the non -defaulting party may terminate this Agreement and any Services hereunder upon
notice or pursue any and all other legal remedies. This Agreement also may be terminated by either party in accordance
with the provisions of the then current tariff or price list.
If Customer terminates this Agreement or all or any part of the Services at any time after the Effective Date, or if Arvig
terminates this Agreement as a result of Customer's breach, Arvig may charge Customer an early termination fee equal to
and including any or all of the following: 100% of the total MRC, surcharges and taxes for the Services Term then remaining,
plus any unpaid activation, installation and/or special construction charges, and all other fees or costs, whether previously
waived or not, less amounts already paid.
Customer will not be liable for the early termination fees set forth above if Arvig breaches the Agreement, or if the Customer
orders from Arvig services of equal or greater MRC than the Services terminated, and the new services are approved by
Arvig. Customer acknowledges that Arvig's damages for early termination would be difficult to determine and the termination
charge(s) constitutes liquidated damages and are not intended as a penalty. All such amounts will become immediately
due and payable by Customer to Arvig.
Arvig Master Service Agreement (ver.2021-12-02)
Confidential and Proprietary Page 6 of 7
28. FORCE MAJEURE. In the event that either party's performance is delayed, prevented, or inhibited because of any Act of
God, fire, casualty, delay or disruption in transportation, flood, war, strike, lockout, epidemic, destruction or shut -down of
facilities, shortage or curtailment, riot, insurrection, governmental acts or directives, any full or partial failure of any
communications or computer network or any cause beyond such parry's reasonable control, the party's performance will be
excused and the time for the performance will be extended for the period of delay or inability to perform resulting from such
occurrence. The occurrence of such an event will not constitute grounds for a declaration of default by either party
hereunder.
29. GENERAL. Any amendment must be in writing and signed by the parties hereto. Facsimile copies of this Agreement and
any amendments or modification hereto, including facsimile signatures, will be accepted by the parties as originals. The
failure of either party to insist upon the performance of any provision or to exercise any right granted hereunder, will not be
construed as a waiver of such provisions(s), and the same will continue in full force. If any provision hereof is held to be
invalid, void, or unenforceable, the remainder of the provisions will nevertheless remain unimpaired and in effect. All notices
under this Agreement will be in writing and will be made by personal delivery, overnight delivery, certified mail or by facsimile
transmission with receipt verification. Notices will be sent to the addresses listed on the front of the Agreement and in the
case of a notice to Arvig, a copy to Arvig's COO, 150 Second Street SW, Perham, MN 56573. The various rights and
remedies given to or reserved by either party herein or allowed by law, are cumulative, and no delay or omission to exercise
any of its rights will be construed as a waiver of any default or acquiescence, nor will any waiver of any breach or provision
be considered a condonement of any continuing or subsequent breach of the same provision. Customer may not assign
its obligations hereunder without the prior written consent of Arvig, which will not be unreasonably withheld. This Agreement
will be governed by and interpreted in accordance with the laws of the State of Minnesota. Nothing in this Agreement is
intended to, or shall be construed, as creating a partnership or any third -party beneficiaries. See our Service Level
Agreement for more information at www.arvip.com.
Dated this 15t" day of October, 2024.
ARVIG ENTERPRISES, LLC CUSTOMER
Signature: Signature: _
Name: David Schornack Name:
Title: Director of Business Development and Sales Title:
Arvig Master Service Agreement (ver.2021-12-02)
Confidential and Proprietary Page 7 of 7
,..,
a W i
® www.arvigbusiness.com
Name: City of Shorewood
Street: 5755 Country Club Road
City: Shorewood
Phone: 952 236-5657
150 Second Street SW
Perham, MN 56573
888.992.7844
Date: 10/11/2024
State: MN Zip: 55331 Arvia Rep
Email: thalina.edwards@arvig.com Katharine/Thalina
C1ty
Monthly Recurring Services
Monthly Each
Total Monthly Price
1
7
1
1
19
0
5
1
1
20
SIP Trunks
SIP Sessions
Main Numbers
(Standard Seats (BaskD/Dformoin#, IPFox, con/,etc)
Premium Seats (Adwnced DID w1VM, main #,etc.)
HPBX Analog Seats
DID Block (5)
Detailed Call Reporting
Easy Attendant
MaX UC/Mobility/Soft Phone
Est. Surcharges
$19.95
$3.99
$5.00
$2.00
$4.00
$10.00
$1.00
$5.00
$9.95
$2.95
(FCC, ARC, TAP1911, CD surcharge, etc.)
$19.95
$27.93
$5.00
$2.00
$76.00
$0.00
$5.00
$5.00
$9.95
$59.00
$48.73
Est. Monthly Recurring - Services, Surcharges & Features
$258.56
City
Phones
Managed Total
i
36-mo. 60-mo.
Purchased Total
36-mo. 60-mo.
20 IVVX
450
$0.001
$0.00
$0.00
$0.00
i
20
Total Phones
;.
a r v i
6
® www.arvigbusiness.com
Name: City of Shorewood
Street: 5755 Country Club Road
City: Shorewood
Phone: 952 236-5657
150 Second Street SW
Perham, MN 56573
888.992.7844
Date: 10/11/2024
State: MN Zip: 55331 Arvia Rep
Email: thalina.edwards@arvig.com Katharine/Thalina
Qty
Routers
Managed Total
( 36-mo. 60-mo.
Purchased Total
36-mo. 60-mo.
1
1
2
Router - Edgemarc 2900E - 10 Sessions
Switch - EnGenius Cloud 24 Port POE
Total Routers/Switches
$19.9911
$0.001
$0.00
$0.00
$19.991
$0.001
$0.00
$0.00
$39.98
Qty
Additional Equipment
Managed Total
36-mo. 60-mo.
Purchased Total
36-mo. 60-mo.
i
(Total Additional Equipment
i
Below are Estimated Values Only
Total Monthly Recurring for Services (including surcharges and features)
Total MRC for Phones, Routers, Switches & Additional Equip. - 36 Month Managed
Total MRC for Phones, Routers, Switches & Additional Equip. - 60 Month Managed
Total One Time Purchase for Phones, Switches & Add'I Equip. - 36 Month Pricing
Total One Time Purchase for Phones, Switches & Add'I Equip. - 60 Month Pricing
Total Monthly Recurring for Router if Equipment is Purchased - 36 Mo Managed
Total Monthly Recurring for Router if Equipment is Purchased - 60 Mo Managed
Total Monthly Recurring for Additional Equipment (Circled on Previous Sheet)
Total One Time Purchase for Additional Equipment (Circled on Previous Sheet)
Installation - 36 Month
Installation - 60 Month
Estimated Total Monthly Recurring
Estimated Total NON Recurring (One Time Charges)
Long Distance: 500 Min. included-3 cents ❑ 1,000 Min. included-3 cents O
Check Box
$258.56
❑
$39.98
❑
$0.00
❑
$0.00
❑
$0.00
❑
$0.00
❑
$0.00
❑
$0.00
❑
$0.00
❑
$350.00
❑
$0.00
❑
$298.54
$350.00
150 Second Street SW
,= Perham, MN 56573
arvig www.arvigbusiness.com 888.992.7844
Name: City of Shorewood Date: 10/11/2024
Street: 5755 Country Club Road
City: Shorewood
Phone: 952 236-5657
Additional Notes & Comments
State: MN Zip: 55331 Arvia Rep
Email: thalina.edwards@arvig.com Katharine/Thalina
Cat 5e or greater wire is required for each Network Connection for the Hosted PBX devices. Any additional
ring that is needed will be done on a Time and Material basis.
2. Installation includes the following: Programming and testing of all equipment along with on site installation and
same day on site training. If Arvig is required to come on site for additional training at a later date, additional
charges may apply.
3. Prior to the installation, Arvig will work remotely with the customers designated IT representative to identify any
internal requirements for the network equipment. If the customer is unable to provide Arvig with the required
information and an Arvig Representative is required to go on site to gather this information, additional charges may',
apply.
4. Arvig's Edgewater Router will need to be managed by Arvig in ALL instances and CAN NOT be purchased by the
customer, even if all other devices are being purchased. This device allows Arvig the ability to remotely trouble
shoot and assist the customer with their Hosted PBX System. If Arvig is not placing an Edgewater Router on site, the
customer understands that Arvig's remote trouble shooting ability is minimal and additional charges may apply if a
technician is required to come on site to trouble shoot the system.
Arvig's MaX UC Mobile App is designed to work off a Wifi network. If the wireless network is not stable or a non -
mesh setup, the mobile apps performance may be affected. If using the mobile app off the cellular network, no
quaility of service is guaranteed.
Arvig's Wifi cordless phones are designed to work off a robust, mesh network ONLY. Attemping to use these
phones on a poor, non -mesh or residential grade wifi router, can result in poor performance from the phones as
well as poor voice quality.
greement
is Agreement including Arvig's Master Service Agreement, any schedules or attachments hereto, and Arvig's policies and
xedures, incorporated by reference herein, constitute a binding commitment between Arvig and Customer, effective upon
ecution of this Agreement, and supersedes all prior written or verbal agreements or understandings. Customer acknowledges
at Customer has received, read, and understands this Agreement and the Master Service Agreement, and agrees to all of the
ms and conditions of the foregoing documents and policies. Early Termination fees may apply as set forth in the Arvig Master
rvice Agreement.
)nthly rate available for customers who sign agreement to keep service for such time period. Customers who terminate service
who are disconnected for non -pay, prior to fulfilling agreement, will be charged all remaining recurring charges that would have
en due to the company under the terms of the agreement. All basic terms and conditions apply.
Signature Print Date
Customer
Arvig
Business Name City of Shorewood
Customer Contact Marc Nevinski
Arvig Rep Thalina Edwards
Phone # 952 960-7905
Phone # 952.236.5657
arvig.
arvigbusiness.,
Customer Number
Email mnevinksi@ci.shorewood.mn.us
Email thalina.edwards@arvig.com
Order Type X New
❑ Renewal ❑ Co -Term
Core -Network Fiber Path Diversity
❑ Yes X No
Service Term 36 Month
Requested Date 11/29/2024
Special Routing Required
❑ Yes X No
Product Categories X Internet
❑ Transport ❑ Wave ❑ Dark Fiber
❑ Other:
Address 1 5755 Country Club Road
Street 1
Shorewood MN 55331
City 1 State 1 Zip 1
Address 2
Street 2
City 2
State 2 Zip 2
Port Speed 1 GB
Port Speed
Bandwidth 100 Mb
Bandwidth
LOA/CFA Provided By
LOA/CFA Provided By
HandoffType
Handoff Type
Product Dedicated Internet Access
Service Item Description 100 MB DIA
Quantity 1
MRC Amount $400.00
Notes
NRC Amount $0.00
Pacing _�,
Product /29
Service Item Description five static ips
Quantity 1
MRC Amount included
Notes
NRC Amount 0.00
I DIA and Hosted PBX services — need installed and working prior to 11 /30/2024
I agree to keep the network services I have selected above from Arvig as stated in the terms and conditions of the Service Level Agreement and Master Service
Agreement. If I discontinue service prior to when my agreement ends I understand that I will be billed the early termination fee. Monthly rate available for customers who
sign agreement to keep service for such time period. Customers who terminate service or who are disconnected for non -pay, prior to fulfilling agreement, will be charged
all remaining recurring charges that would have been due to the company under the terms of the agreement. All basic terms and conditions apply. Taxes and fees are in
addition to the monthly rate.
Customer Acceptance:
Print Name Authorized Signature
Arvig Acceptance:
Print Name
Authorized Signature
Date Signed
Date Signed
Handouts
at
10-15-24
City Council Regular
Meeting
Minnesota Statute 169.011
Subd. 15a.Class 1 electric -assisted bicycle.
"Class 1 electric -assisted bicycle" means an electric -assisted bicycle equipped with an
electric motor that provides assistance only when the rider is pedaling and ceases to
provide assistance when the bicycle reaches the speed of 20 miles per hour.
Subd. 15b.Class 2 electric -assisted bicycle.
"Class 2 electric -assisted bicycle" means an electric -assisted bicycle equipped with an
electric motor that is capable of propelling the bicycle without the rider pedaling and
ceases to provide assistance when the bicycle reaches the speed of 20 miles per hour.
Subd. 15c.Class 3 electric -assisted bicycle.
"Class 3 electric -assisted bicycle" means an electric -assisted bicycle equipped with an
electric motor that provides assistance only when the rider is pedaling and ceases to
provide assistance when the bicycle reaches the speed of 28 miles per hour.
Minnesota Statute 169.222
Subd. 6a. Electric -assisted bicycle; riding rules.
(a) A person may operate an electric -assisted bicycle in the same manner as provided for
operation of other bicycles, including but not limited to operation on the shoulder of a roadway, a
bicycle lane, and a bicycle route, and operation without the motor engaged on a bikeway or
bicycle trail.
(b) A person may operate a class 1 or class 2 electric -assisted bicycle with the motor engaged on
a bicycle path, bicycle trail, or shared use path unless prohibited under section 85.015,
subdivision 1 d; ; or as
applicable.
85.015 Subd. 1d. Bicycle use of trails.
The commissioner may not prohibit or otherwise restrict operation of an electric -assisted
bicycle, as defined in section 169.011, subdivision 27, on any trail under this section for which
bicycle use is permitted, unless the commissioner determines that operation of the electric -
assisted bicycle is not consistent with (1) the safety or general welfare of trail users; or (2) the
terms of any property conveyance.
(d) A local unit of government may not prohibit or otherwise restrict operation of an electric -
assisted bicycle, as defined in section 169.011, subdivision 27, on any trail under this section
designated for bicycle use or nonmotorized use that includes bicycles, unless the local unit of
government determines that operation of the electric -assisted bicycle is not consistent with (1)
the safety or general welfare of trail users; or (2) the terms of any property conveyance.
Subd. 2.Powers of political subdivisions.
(a) The governing body of any political subdivision may by ordinance or resolution:
(1) designate any roadway or shoulder or portion thereof under its jurisdiction as a bicycle lane
or bicycle route; 2) designate any sidewalk or portion thereof under its jurisdiction as a bicycle
path provided that the designation does not destroy a pedestrian way or pedestrian access; (3)
develop and designate bicycle paths;(4) designate as bikeways all bicycle lanes, bicycle routes,
and bicycle paths.
(b) A governing body may not prohibit or otherwise restrict operation of an electric -assisted
bicycle, as defined in section 169.011, subdivision 27, on any bikeway, roadway, or shoulder,
unless the governingbody determines that operation of the electric -assisted bicycle is not
consistent with (1) the safety or general welfare of bikeway, roadway, or shoulder users; or (2)
the terms of any property conveyance.
l
ThreeRivers
PARK DISTRICT
PARKS THINGS PROGRAMS NATURAL WEDDING & r1
& TRAILS TO DO & EVENTS RESOURCES RENTAL SPACES �•t
HOME // ABOUT US // PUBLIC SAFETY // E-BIKES, SEGWAYS & OTHER LOW -POWERED VEHICLE USE
e-bikes
E-bikes (electric -assist or pedal -assist bicycles) can be used wherever traditional bicycles
are allowed, including regional trails, paved in -park trails and singletrack trails, if they meet
the state's definition and reaulrements (sections 47-50), which Includes bikes that have:
i Two or three wheels
A saddle (seat) and fully operable pedals
An electric motor that Is 750 watts or less
Meet the requirements of a Class 1. Class 2 or Class 3 electric -assist bicycle.
A motorized bicycle that does not meet this definition Is not allowed on any Park District
trail.
All trail users, regardless of which type of bicycle used, must operate their bicycle In a safe
manner and cannot operate at speeds faster than are reasonably safe with regard to the
operator and other trail users (Ie. Park District Ordinance Charster 6, section 7).
Passing should always be done on the left, and riders should give an audible signal when
passing. When riding on regional and In -park trails, riders must yield to pedestrians and
slower trail users.
CHAPTER VI: REGULATION OF RECREATION ACTIVITY
Section 7—Bicycling (Petty Misdemeanor) It shall be unlawful for any person to:
a. Operate any type of bicycle including mountain bicycle, except on paved trails, roadways, and
designated mountain bike trails at dates and times authorized by the Board.
b. Operate any type of bicycle except as close to the right-hand side of the authorized trail or
roadway as conditions permit, or to cross to the left of a solid yellow centerline.
c. Operate a bicycle in violation of Minnesota Statutes, Chapter 169, "Highway Traffic Violation."
d. Ride or operate a bicycle except in a prudent and careful manner, or at a speed faster than is
reasonable and safe with regard to the safety of the operator and other persons in the immediate
area.
e. Park a bicycle at any Park District beach or play area except at a bicycle rack if such rack is
provided.
Marc Nevinski
From: Jennifer Labadie
Sent: Sunday, October 13, 2024 1:06 PM
To: Marc Nevinski
Subject: Fwd: E Bike Ordinance
Sent from my Phone
Begin forwarded message:
From: Anne Leland <anneleland56@gmail.com>
Date: October 13, 2024 at 11:23:37 AM CDT
To: Jennifer Labadie <JLabadie@ci.shorewood.mn.us>, Paula Callies
<pcallies@ci.shorewood.mn.us>, Scott Zerby <szerby@ci.shorewood.mn.us>, Dustin
Maddy <DMaddy@ci.shorewood.mn.us>, Guy Sanschagrin
<gsanschagrin@ci.shorewood.mn.us>
Subject: E Bike Ordinance
Good Morning,
I just read that you will be considering an ebike ordinance on the 15th. From what I
understand one of the provisions initially considered was that ebikes not be allowed on the
sidewalks but that has been taken out of the proposed ordinance. This needs to be
reinstated. Having ebikes on the sidewalks would be a hazzard to pedestrians and also
young children riding regular bikes. Since they are motorized they belong in the roadway.
Regards,
Anne Straka Leland
5825 Strawberry Lane
Shorewood, 55331
612-791-3104
anneleland56PgmaiLcom
Marc Nevinski
From:
Jennifer Labadie
Sent:
Tuesday, October 15, 2024 8:50 AM
To:
Marc Nevinski
Subject:
Fwd: Powered bicycles
Sent from my iPhone
Begin forwarded message:
From: "T. McGonagle" <tlmx63@gmail.com>
Date: October 15, 2024 at 7:13:29 AM CDT
To: Jennifer Labadie <JLabadie@ci.shorewood.mn.us>
Subject: Powered bicycles
Greetings Mayor Labadie,
I see there is an ordinance up for consideration on electric
bicycles. I think it is important to recognize that electric
bicycles are really just low powered motorcycles. Powered
vehicles of any kind really don't belong on walking paths,
sidewalks or on other public lands designated for pedestrian
use.
Thank you for your consideration on this matter.
My Best,
Todd McGonagle
From the ashes of disaster grow the roses of success.
1