HomeMy WebLinkAboutR-2026-063 Approving Service Order and Superseding Addendum with Segra for Dedicated Internet Access ServiceRESOLUTION NO. R-2026-063
A RESOLUTION APPROVING A SERVICE ORDER AND SUPERSEDING
ADDENDUM WITH SEGRA FOR DEDICATED INTERNET ACCESS SERVICE
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
THAT the Board of Aldermen approves the Service Order #S0031313 for
Dedicated Internet Access service with Segra, together with the Superseding
Addendum, attached hereto in their substantial form. The Mayor is authorized to sign
the agreements on behalf of the City.
FURTHER THAT the Mayor, the City Administrator, and other appropriate City
officials are hereby authorized to take any and all actions as may be deemed necessary
or convenient to carry out and comply with the intent of this Resolution and to execute
and deliver for and on behalf of the City all certificates, instruments, agreements, and
other documents, as may be necessary or convenient to perform all matters herein authorized.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside,
Missouri the 16th day of June 2026.
/s/ Kathleen L. Rose
Kathleen L. Rose, Mayor
ATTEST:
/s/ Melissa McChesney
Melissa McChesney, City Clerk
SUPERSEDING ADDENDUM
1. This Superseding Addendum (this "Addendum") is entered into by and between the City
of Riverside, Missouri (the "City" or "Customer"), and the Segra entity or entities
identified in Service Order #S003 l 313 ("Segra"). This Addendum modifies and supersedes
the Service Order #S0031313 for Dedicated Internet Access service, including all exhibits,
general terms and conditions, incorporated policies, online terms, acknowledgements, and
related documents (collectively, the "Agreement"). All other terms and conditions of the
Agreement remain unchanged, and this Addendum is expressly incorporated and made a
part of the Agreement.
2. In the event of any conflict or inconsistency between this Addendum and the Agreement,
including the Service Order, General Terms and Conditions, exhibits, acknowledgements,
incorporated policies, online terms, acceptable use policy, privacy policy, or other related
documents, this Addendum shall control. No incorporated or online term shall modify this
Addendum or impose any additional indemnity, waiver of immunity, venue provision,
arbitration requirement, fee, charge, payment obligation, limitation period, or material
obligation upon the City unless expressly approved in a written amendment signed by the
City.
3. The Agreement shall not be deemed to create any third-party benefit hereunder for any
member of the public or to authorize anyone, not a party hereto, to maintain suit pursuant
to the terms of this Agreement.
4. Notwithstanding anything in the Agreement to the contrary, nothing in the Agreement shall
constitute or be construed as a waiver of the City's sovereign immunity, governmental
immunity, official immunity, or any other defense, limitation, or protection available to the
City or its officials, officers, employees, agents, or representatives under Missouri law. The
City shall not indemnify, defend, or hold harmless Segra or any other person or entity for
any reason. Section 14 of the General Terms and Conditions is deleted in its entirety.
5. The parties hereto agree that any action at law, suit in equity, or other judicial proceeding
arising out of this Agreement shall be instituted only in the Circuit Court of Platte County,
Missouri, or, if federal jurisdiction exists, in the United States District Court for the
Western District of Missouri.
6. Notwithstanding anything in the Agreement to the contrary, the City shall not be
responsible for any charge, fee, surcharge, pass-through cost, cost recovery fee,
construction cost, access charge, relocation cost, splicing cost, third-party charge, "no
trouble found" charge, non-recurring charge, tax, assessment, regulatory fee, or other
amount not expressly stated in Service Order #S0031313 unless the charge has been
approved in advance in writing by the City. Segra shall not impose, and the City shall have
no obligation to pay, any additional or increased charge based on access rights, building
access, space, power, splicing, relocation, maintenance, trouble tickets, cost recovery,
taxes, fees, or similar items unless the City has first received reasonable written
documentation of the proposed charge and has expressly approved the charge in writing.
1
Any provision of the Agreement that would allow Segra to impose such charges without
the City's prior written approval is superseded by this Addendum.
7. Notwithstanding anything in the Agreement to the contrary, the City shall not be liable for
early termination liability, liquidated damages, lost profits, lost revenues, accelerated
monthly recurring charges, waived construction charges, or similar charges if the
Agreement or any Service is terminated due to non-appropriation, expiration of the
Agreement, Segra's default, Segra's discontinuance of service, Segra's lack of necessary
rights, Segra's determination that service is commercially unreasonable, force majeure, or
any circumstance not caused by the City 's uncured material default. Segra's sole right to
payment in such event shall be for Services properly rendered before the effective date of
termination.
8. Pursuant to RSMo 285.530(1), by its sworn affidavit in substantially the form attached
hereto, Segra hereby affirms its enrollment and participation in a federal work authorization
program with respect to the employees working in connection with the contracted services.
Furthermore, Segra affirms that it does not knowingly employ any person who is an
unauthorized alien in connection with the contracted services.
9. Notwithstanding anything in the Agreement to the contrary, the Agreement shall not be
construed to create a debt or obligation of the City in violation of Article VI, Section 26 of
the Missouri Constitution or other applicable Missouri law. The City's payment and
performance obligations under the Agreement are subject to the annual appropriation of
funds by the City for each fiscal year during the term of the Agreement. If funds are not
appropriated for any subsequent fiscal year, the City may terminate the Agreement without
penalty, early termination liability, or further obligation. In that event, Segra shall be
entitled only to payment for Services properly provided to the City before the effective date
of termination, subject to the terms of the Agreement as modified by this Addendum.
10. The Agreement does not create an employee/employer relationship between the parties. It
is the parties' intention that Segra will be an independent contractor and not the City's
employee for all purposes, including, but not limited to, the application of the Fair Labor
Standards Act minimum wage and overtime payments, Federal Insurance Contribution
Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the
Internal Revenue Code, Missouri Revenue and Taxation laws, Missouri Workers'
2
Docusign Envelope ID: 16722E8C-01E2-810F-8287-6595E1E87113
Compensation and Dnemployment Insurance laws. Segra is responsible for its own
employees, payroll, tax.es, workers' compensatinn, and employment obligations.
11. Notwithstanding any confidentiality provision, the Agreement and records related to the
Agreement are subject to the Missouri Sunshine Law, Chapter 610, RSMo, recorqS
retention laws, audit requirements, subpoenas, court orders and other legal disclosµre
obligations applicable. to the City. The City shall not be required to obtain Segra's consent
before making a legally required disclosure.
1,2. This Addendum may be executed in counterparts and by electronic signature. Each
counterpart shall be deemed an original, an:d all counterparts together shall constitute one
instrument. This Addendum is effective only when signed by authorized representatives of
both parties,
IN WITNESS WHEREOF, the parties have executed this Superseding Addendum as of the dates
written below.
CITY OF RIVERSIDE, MISSOURI
By: /s/ Kathleen L. Rose
Name: Katheen L. Rose
Title: Mayor
Date: June 16, 2026
SEGRA
By: Signed by: /s/ Michael Dillingham
Name: Michael Dillingham
Title: RVP
Date: 06/05/2026
Page 10 of11
CONFIDENTIAL
Work Authorization Affidavit
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
As used in this Affidavit, the following terms shall have the following meanings:
EMPLOYEE: Any person performing work or service of any kind or character for hire within the State of Missouri.
FEDERAL WORK AUTHORIZATION PROGRAM: Any of the electronic verification of work
authorization programs operated by the United States Department of Homeland Security or an equivalent
federal work authorization program operated by the United States Department of Homeland Security to
verify information of newly hired employees, under the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603.
KNOWINGLY: A person acts knowingly or with knowledge, (a) with respect to the person's conduct or
to attendant circumstances when the person is aware of the nature of the person's conduct or that those
circumstances exist; or (b) with respect to a result of the person's conduct when the person is aware that
the person's conduct is practically certain to cause that result.
UNAUTHORIZED ALIEN: An alien who does not have the legal right or authorization under federal law
to work in the United States, as defined in 8 U.S.C. 1324a(h)(3).
BEFORE ME, the undersigned authority, personally appeared Michael Dillingham, who, being duly
sworn, states on his oath or affimiatlon as follows: .
1. My name is Michael Dillingham and I am currently the Regional Vice President of
Segra, hereinafter "Company"), whose business address is
120 W. 12th Street KCMO 64105, and I am authorized to make this Affidavit.
2. I am of sound mind and capable of making this Affidavit and am personally acquainted with the
facts stated herein.
3. Company is enrolled in and participates in a federal work authorization program with respect to the
employees working in connection with the Project Services contracted between Company and
Riverside, Missouri.
4. Company does not knowingly employ any person who is an unauthorized alien in connection with
the contracted services set forth above.
/s/ Michael Dillingham
Affiant/Segra
Michael Dillingham
Pnnted Name
Subscribed and sworn to before me this 5th day of June 2026.
/s/ Amy Fitzpatrick
Notary Public
SEAL
AMY FITZPATRICK
Notary Public, Notary Seal
State of Missouri
Jackson County
Commission #18217660 .
My Commission Expires 05-28-2030
Page 11 of 11
CONFIDENTIAL
Docusign Envelope ID: CFDCDE8D-5840-8474-8070-33DB20BB97D8
SEGRA
SERVICE ORDER #S0031313
Contact Information
LMK Communications, LLC; Lumos Networks 2, LLC; Lumos Networks of West
Virginia, LLC; South Carolina Telecommunications Group Holdings, LLC; Unite
Private Networks, LLC; Unite Private Networks -Illinois, LLC; and/or their
corporate affiliates, all doing business as Segra ("Segra")
COMPANY CONTACT: Auggie Salinas
EMAIL: Auggie.Salinas@segrafiber.com
NOTICE ADDRESS: Segra
120 W 12th St., FI. 11
Kansas City, MO 64105
Attn: Legal Department
City of Riverside ("Customer")
CUSTOMER CONTACT: Edward Seasholtz
EMAIL: eseasholtz@fiversidemo.gov
NOTICE ADDRESS: City of Riverside
2950 NW Vivion Rd
Riverside , MO 64150
This Service Order includes and incorporates by reference the Terms and Conditions Applying to Services and any Exhibits attached hereto (collectively,
the "Terms and Conditions"). Customer and Segra agree to be bound by the Terms and Conditions.
Segra:
Authorized Signature: Signed by: /s/ Michael Dillingham
0DE9FFBC1BE544D...
Name: Michael Dillingham
Title: RVP
Date: 06/18/2026
City of Riverside
Authorized Signature: /s/ Kathleen L. Rose
Name: Kathleen L. Rose
Title: Mayor
Date: June 16, 2026
Service Type
Order Type:
New
Contract ID Number(s): S0031313
Service Type(s): Dedicated Internet Access (DIA)
Services & Pricing Schedule
Service Circuit 1: DIA
Term 60 months
Circuit Type New Circuit
Feature Bandwidth/Speed/10Gbps
MRC | Qty | Total MRC | NRC
$1,800.00 1 $1,800.00 $0.00
Total= $1,800.00 $0.00
Circuit 1
Location A
Site Name; Segra IP Core PoP
Site Contract: 833.GO.SEGRA
Point of Demarcation: Existing Segra Demarc
Location Z
Site Name: 2950 Vivion Rd
Address: 2950 Vivion Rd Riverside
Point of Demarcation: Existing Segra Demarc
Segra Demarc
Page 1 of 7
CONFIDENTIAL
Acknowledgements: Customer acknowledges and agrees that the Lit Services ("Service(s)") provided to Customer in this Service Order will not be accessible to
Customer other than at the Location A and Z Points of Demarcation listed above. Notwithstanding the preceding, Internet Access or DIA Services shall only be accessible
at the Location Z Point of Demarcation listed above. Segra shall have the option to terminate this Service Order without liability if Segra determines that providing the
Services to Customer will be commercially unreasonable for Segra.
IP Addresses: If Customer is receiving an Internet Access or DIA service, Customer shall receive the IPv4 Addresses specified at the Circuit Location Z point of
demarcation specified above. Customer understands that one (1) of the useable IPv4 Addresses in each IPv4 block allocation may need to be reserved, leaving one
(1) fewer useable IPv4 Address for Customer.
Term: The term of thi s Service Order shall commence upon the first date following completion of installation of all Services described herein and continue for the
term delineated above ("Initial Service Order Term"). Thereafter, this Service Order shall automatically renew for successive one (1) year periods (each such period,
an "Additional Service Order Term" and , together with the Initial Service Order Term, the "Service Order Term") unless terminated by either Party upon ninety (90)
days' written notice to the other Party prior to the end of the Initial Service Order Term or Additional Service Order Term, as applicable.
Points of Demarcation: Unless otherwise specified herein, the point of demarcation at each service location shall be the minimum point of entry ("MPOE"). The MPOE
is the point at which Segra 's cable enters the building. In the event Cu stomer requires a point of demarcation extension, additional costs may apply. Customer shall
be responsible for all cross connects.
Customer Acknowledgement of Existing Business Relationship: Customer acknowledges if an agent helped to arrange and facilitate this Service Order between
Customer and Segra, information related to which may be shared with the agent, and Customer acknowledges and understands Segra has a prior and current business
relationship with the agent.
Re v~ed 3/16/2026
Page 2 of7
CONFIDENTIAL
Exhibit A
General Terms and Conditions
Revised 3/16/2026
1. Service Orders. Services provided under these General Terms and Conditions ("General Terms and Conditions") will be memorialized in Service Order(s)
(each a "Service Order") executed by and between the Parties. Upon the full execution and acceptance of a Service Order, Segra agrees to provide to
Customer, and Customer agrees to receive from Segra, certain lit fiber-based services(s) using certain telecommunications equipment (the "Services").
Each Service Order shall, if applicable, identify the (i) Point(s) of Demarcation (as defined in Section 4); (ii) Service type; (iii) Initial Service Order Term; (iv)
monthly recurring charges ("MRC"); (v) non-recurring charges ("NRC"); {vi) bandwidth, if applicable; and (vii) Customer and Segra contact information.
2. Installation. Segra shall issue a Service Commencement Letter (as "Service Commencement Letter" is hereinafter defined) upon installation of a Service.
If Customer believes the Services have not been installed in accordance with the Service Order, Customer must provide a written rejection of the Services
including a written description reasonably detailing failure of the Service to Segra within three (3) business days of Segra issuing the associated Service
Commencement Letter. Segra shall then retest the Service and issue another Service Commencement Letter. This process shall continue until the Service
meets industry standards. Failure to properly reject a Service within the prescribed period shall be deemed Customer's acceptance of the Service.
Notwithstanding the preceding or anything to the contrary in these Terms and Conditions, in the event Segra is unable to complete installation of a
Service due to Customer's failure to complete any applicable tasks necessary to allow Segra to complete installation of the Service, {i) Segra shall have
the option to cancel the applicable Service as of the thirtieth (30th) day after Segra provides written notice to Customer th at Segra is unable to proceed
further due solely to Customer's delay, and (ii) Customer shall lie responsible for Early Termination Liability in accordance with the Early Termination
Section below. For clarity, Customer's inability to accept a Service shall not constitute a valid reason for rejection. A "Service Commencement Letter"
means the written communication sent from Segra to Customer informing Customer that the Services have been installed and are available for Customer's
use.
3. Pa yment Terms ; Di sp uted Invoices.
4.
3.1. Pa yment Terms. Customer shall pay all undisputed charges by ACH, check, or wire transfer of immediately available funds to the account designated
by Segra, unless otherwise agreed to by the Parties. All undisputed charges shall be paid by Customer within thirty (30) calendar days following the
issuance of an invoice from Segra. Any undisputed portion of an invoice not paid by the applicable due date shall be overdue and Customer shall incur a
fee of 1.5% per month, or the maximum amount permitted by law, until the undisputed portions of the invoice are paid in full. Unless otherwise stated
in the Service Order, beginning after the Initial Service Order Term, all MRC shall be subject to an annual increase equal to the greater of {i) five percent
(5%) or (ii) the cumulative increase in the U.S. Consumer Price Index, All Urban Consumers (CPI-U), U.S. City Average, published by United States
Department of Labor, Bureau of Labor Statistics for the preceding 12-month period. All MRC shall be invoiced in advance on the first day of each month.
If the Service Order Term commences on a day other than the first day of the month, Customer shall be invoiced on the first day of the following month
and the first invoice shall include the pro-rated amount of the prior month's MRC In addition to the current month's MRC. By way of example only, if
Customer's service begins on September 20, Customer will receive its first invoice on October 1 and this invoice will include a full month's MRC for
October in addition to the pro-rated ten (10) days' MRC for September. Unless otherwise stated in the Service Order, any applicable NRC may be invoiced
any time after the full execution of this Service Order.
3.2. Dis puted Invoices. In the event Customer disputes any portion of an invoice, Customer must pay the undisputed portion of the invoice by the due
date and submit a written claim reasonably documenting all reasons for disputing the remaining amount, including but not limited to: (i) the items on
the invoice in dispute; (ii) the nature of the dispute; (iii) if applicable, documentation of the Customer filing a trouble ticket report with Segra's Network
Operations Center ("NOC"); and (iv) any other relevant information reasonably requested by Segra concerning the disputed Services. Unless a claim is
submitted in this manner and received by Segra within thirty (30) days from the date the invoice is Issued, Customer waives all rights to dispute such
charges unless otherwise provided by law. Customer shall have no right to offset payments under this Agreement or any related Service Order(s).
Points of Demarcation. Buildin g Access, Space . and Power.
4.1. Points of Demarcation. "Point{s) of Demarcation" means the physical point where Segra's obligation to bring and terminate the Services ends. Segra
shall only be responsible for implementation of facilities and maintenance activities related to the Services up to the applicable Point of Demarcation.
4.2. Building Access . Space and Power. Customer agrees that it will (i) procure all necessary building entrance rights, private easements, and other
property rights between the public right-of-way and the Point of Demarcation ("Access Rights") for Segra to have access and permission to enter the
locations noted on the applicable Service Order, and (ii) provide Segra sufficient space ("Space") and power ("Power") on the premises to support the
Services at no cost to Segra. Customer understands that any delay in receiving the Access Rights, Space, and/or Power may cause an installation delay.
Customer shall be responsible for all costs incurred by Segra related to the Access Rights, Space, and Power, including but not limited to charges imposed
on Segra by the property owner or its designee. In the event Customer is: (i) unwilling or unable to pay for such charges related to Access Rights, or (ii)
unable to procure Access Rights for Segra, Segra shall have the option to cancel the applicable Service Order and Customer shall be responsible for
payment of Early Termination Liability pursuant to the Early Termination Section below.
5. Equi pment Protection and Notice of Dama ge. Customer shall not and shall not allow any facility, equipment, software, hardware, system, or material
that is owned, leased, or otherwise operated or maintained by Segra, including (i) any supporting devices used in conjunction with a Service or related
Segra network facilities, or (ii) conduit and fiber needed to support the Services ("Segra Equipment") to be rearranged, tampered with, moved, removed,
disconnected, altered, maintained, Interfered with, or repaired without Segra"s prior written consent. Customer is responsible for providing and
maintaining at no charge to Segra an appropriate operating environment consistent with generally accepted industry standards for any Segra Equipment
on any premises where Segra Equipment is being used to provide Services to Customer. Customer shall promptly notify Segra of any matters pertaining
to any damage or impending damage to or loss of the use of Segra Equipment, Services, or Segra's network that could reasonably be expected to adversely
affect Segra's Equipment or Services.
5.1. Risk of Loss. Customer shall bear the risk of loss through theft or casualty of any facilities or equipment owned or controlled by it or its customers
regardless of the location of said facilities or equipment. Customer will bear all risk of loss of, theft of, casualty to, or damage to any provided Segra
Equipment from the time it is delivered until the time it is returned to Segra in accordance with these Terms and Conditions.
Page 3 of7
CONFIDENTIAL
5.2. Return of Segra Equipment. Segra shall have ninety (90) days after the termination or expiration of a Service Order or other applicable agreement,
whichever is later, to remove any Segra Equipment from a service location, and Customer agrees that Customer shall cooperate with Segra to coordinate
retrieval and removal of Segra Equipment.
5.3. Reimbursement for Not-At-Fault Trouble Tickets. In the event a Trouble Ticket initiated by Customer is determined to be caused by Customer's acts
or omissions, or if such Trouble Ticket results in a "No Trouble Found" determination (each such instance, an "Erroneous Trouble Ticket"), Customer shall
reimburse Segra for any actual costs for the dispatch for the Erroneous Trouble Ticket within thirty (30) days' of issuance of Segra' s invoice for the same.
6. Internet Data Flow and Warranties. Customer acknowledges and agrees that because the flow of data to or from and through the Internet is dependent
upon the performance of services provided or controlled by third parties, Segra cannot guarantee uninterrupted Service for Internet access and use, and
Segra warrants that it will use commercially reasonable efforts to remedy impairment or disruption of Customer's access to the Internet through Segra's
Equipment, provided however, that any such interruption or impairment is directly attributable to Segra's Equipment. Customer also acknowledges and
agrees that the actual transmission speeds for Internet transmissions delivered by Segra may vary from the transmission speeds otherwise expected by
Customer based on such factors as the length and gauge of the line servicing Customer, and other operational characteristics of facilities used by Segra
and/or Customer. SEGRA DISCLAIMS ALL WARRANTIES, EXCEPT FOR THE WARRANTY TO USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY
IMPAIRMENT, EITHER EXPRESSED, IMPLIED, OR BY OPERATION OF LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE FOR INTERNET SERVICE.
7. Ownershi p and Encumbrances. Customer acknowledges and agrees that it has no title to any fiber, facilities, equipment, or materials provided by Segra
and shall not in any way encumber the Services, cable, or any property that is the subject of or related to a Service Order.
8. Term. These Terms and Conditions shall apply immediately upon the full execution of this Service Order between Segra and Customer and shall continue
in effect so long as there is an active and related Service in effect that Is governed by these Terms and Conditions.
9. Upgrades . Changes. Additions . and Porting.
9.1. Changes. These Terms and Conditions specifically contemplate the possibility of Customer adding to or changing Services. Customer acknowledges
that changes to the Services may involve changes to MRC or NRC. Unless otherwise agreed upon, changes and additions to the Services will not impact
the applicable Service Order Term.
9.2. Portability. Subject to fiber availability and Segra's sole discretion, Customer shall have the option to port the Services to a new location and Segra
shall waive any applicable early termination charges so long as:
(i) the new, ported location is "On-Net," meaning Segra will incur no construction or related costs to provide service to the new, ported location;
(ii) Customer and Segra enter into a replacement Service Order for a term equal to or greater than the term remaining on the Service Order being
replaced;
(iii) the replacement Service Order contains the same or greater monthly recurring charges as the Service Order being replaced; and
(iv) Customer pays a non-recurring charge to cover any construction, splicing, or other costs related to the replacement Service Order, including any fees
waived by Segra at the time of the initial Service Order, if applicable.
Any changes, including ported services, must be memorialized in an amendment, statement of understanding, Service Order, or other document signed
by both Parties.
10. Earl y Termination. In the event that Segra cancels or terminates a Service or Service Order for Customer Default (as "Customer Default" is defined herein)
or Customer cancels or terminates any Service or Service Order for any reason other than Segra Default (as "Segra Defau It" is defined in Section 13.2)
("Early Termination"), (i) Segra may immediately stop work withoutfurther notice; (ii) Customer shall not be entitled to a refund of any prior consideration
paid; and (iii) Customer shall pay an early termination fee to Segra which shall be equal to (i) 100% of the remaining monthly recurring charges plus (ii)
any waived or otherwise unpaid NRC or special construction charges, plus (iii) any fees payable to third parties and attributable to the terminated services,
(together, the "Early Termination Liability" or "ETL"). ETL shall be due and payable within thirty (30) days after issuance of an invoice for the same. The
Parties agree that ETL is a reasonable estimate of liquidated damages and not a penalty. For clarity, this Early Termination Section shall apply to
termination of any Service. including Voice Services.
11. Relocation Procedures. If Segra (i) determines in its reasonable business judgment, or (ii) is required by a third party with applicable legal authority, to
relocate all or any portion of the facilities, materials, or equipment used to furnish Services to Customer, Segra may provide Customer notice of any such
relocation. If the relocation is necessitated solely by Segra, Segra shall be responsible for the cost of such relocation. If the relocation is necessitated by
Customer, Customer shall be responsible for the cost of such relocation. If the relocation is necessitated by a third party with legal authority, Customer
shall pay its Proportionate Share of the costs upon written notice from Segra. "Proportionate Share" means a reasonable amount determined by Segra
in good faith.
12. Termination for Lack of Rights. Segra may terminate any affected Service without liability to Customer if: (i) Segra's applicable franchise authority is
cancelled or terminated; (ii) Segra is prohibited from furnishing the Services by regulation, statute, court order, or ruling by any other federal, state or
local governmental authority; or (iii) Segra's pole attachment, conduit use, or other necessary rights are terminated or become subject to such restrictions
or conditions that continuation of the applicable Service is impracticable or prohibited.
13. Default and Cure.
13.1. Customer Default. Customer shall be in default ("Customer Default") under these Terms and Conditions and/or a Service Order in the event of any
of the following:
Page 4 of 7
CONFIDENTIAL
13.1.1. Customer fails to make a payment of any undisputed amount required under a Service Order and such failure continues for more than seven
(7) days after Customer receives written notice of such failure from Segra; or
13.1.2. Customer fails to comply with any material obligation, agreement, term, or provision contained in these Terms and Conditions or on a Service
Order not contemplated under subsection 13.1.1 above and such failure continues for more than thirty (30) days after receipt of written notice of
such failure from Segra; or
13.1.3. Customer's use of a Service violates any law or causes Segra to violate any law; or
13.1.4. Customer becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition;
13.1.5. Customer becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to Insolvency, receivership,
liquidation, or composition for the benefit of creditors and such petition or proceeding is not dismissed within thirty (30) days of filing; or
13.1.6. Customer's use of the Services would cause a forfeiture of the rights of Segra to occupy the property where such Services or other Segra
facilities are located; or
13.1. 7. Customer or Customer's end-user's equipment, or anyone acting on Customer's behalf, interferes with the operational integrity of Segra's
fiber, equipment, or network. In the event of such interference, Segra may immediately suspend the Service(s) and/or take any steps necessary to
remedy the interference.
13 .2. Segra Default. Segra shall be in default ("Segra Default'') in the event Segra fails to comply with any material obligation, agreement, term, or
provision of these Terms and Conditions and such failure continues for more than thirty (30) days after receipt of written notice of such failure from
Customer; provided however, that if such default cannot reasonably be cured within thirty (30) days and if Segra is proceeding promptly and with due
diligence in curing the default, the cure period shall be automatically extended as may be necessary.
Any event of default may be waived at the non-defaulting Party's option. Upon the failure of a Party to cure a default after notice thereof from the other
Party and expiration of the above cure periods, the non-defaulting Party may, subject to these Terms and Conditions, terminate the affected Service
and/or pursue any remedies it may have under applicable law or principles of equity relating to such default. Notwithstanding the foregoing, default by
one Party with respect to a Service shall not be deemed to be a default with respect to another Service .
14. Indemnification. Customer shall indemnify, defend, and hold harmless Segra, its directors, officers, employees, members, partners, trustees,
representatives, agents, affiliates, or parent companies from and against all costs, liabilities, losses, and expenses (including reasonable attorney's fees)
resulting from any third party claim, demand, suit, action, Judgment, loss, or proceeding brought against Segra for (a) personal injury, including death;
(b) damage to any personal or real property; (c) any unauthorized use of Segra facilities; (d) violation of an intellectual property right arising directly or
indirectly from the negligence or Intentional acts or omissions of Customer or its representatives or agents; (e) any misrepresentations regarding (I)
Customer's name listed in this Service Order, and (ii) the authorized signer of this Service Order; or (f) any breach of Segra's Acceptable Use Policy (a link
to which is included below). Customer represents and warrants that (i) the Customer name listed in this Service Order is a legally valid and existing
business in the state in which Services are provided, and (ii) the person who signs this Service Order has proper authority to bind Customer to this Service
Order and the terms and conditions contained herein.
15. Limitation of Liabili ty . IN NO EVENT SHALL SEGRA OR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, PARTNERS, TRUSTEES,
REPRESENTATIVES, AGENTS, AFFILIATES, OR PARENT COMPANIES BE LIABLE FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF
ANTICIPATED SAVINGS, LOSS OF DATA, THE COST OF REPLACEMENT SERVICES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE,
PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
16. Taxes and Fees. In the event Segra is assessed taxes, charges, or fees (hereinafter ''Taxes") related to a Service being provided to Customer, Segra shall
bill such Taxes to Customer in the manner and for the amount permitted by law. Taxes include, but are not limited to, federal, state or local sales, gross
receipts, occupation, franchise, governmental assessments, regulatory charges , state and federal USF charges, excise, or other similar charges or fees
that may be levied or imposed . Segra shall not bill to or otherwise attempt to collect from Customer any tax with respect to which Customer has provided
Segra with a valid exemption certificate. Segra will charge a cost recovery fee offive percent (5%) ofthe total monthly recurring charges and nonrecurring
charges for an applicable Service related to locates offacilities, right-of-way fees, or other costs associated with delivering the Services herein. For clarity,
Taxes shall not include taxes on Segra's income.
17. Notice. All notices and communications concerning or relating to Services shall be in writing and addressed to Segra using the contact information listed
below, and to Customer at the Notice Address set out on the first page this Service Order. If Customer's notice address information is not listed herein,
the notice address shall be any address listed in a Service Order. Any notice or communication required or permitted to be given hereunder shall be in
writing and may be delivered by hand, deposited with a nationally recognized overnight courier, sent by confirmed electronic mall, or mailed by registered
or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving Party or to such other address as either Party
may notify the other in writing from time to time. Such notice will be deemed to have been given as of the date given by hand or electronic confirmation,
the second day after deposit with a nationally recognized overnight courier, or five (5) business days after it was mailed.
lfto Segra:
Segra,
Attn : Legal Department,
120 W 12th St., Fl. 11, Kansas City, MO 64105,
With a copy to: SegraLegal@SegraFiber.com
18. Splicing. In order to maintain the integrity of Segra's cable and network, Segra or a contractor operating under Segra's direction shall perform all splicing
related to the Services. Any splicing not anticipated or accounted for at the time an applicable Service Order is executed ("Additional Splicing") shall be
performed by Segra and Customer shall be responsible for the actual cost of splicing which shall include, but not be limited to, all necessary hardware,
Page 5 of7
CONFIDENTIAL
permitting, engineering, and installation labor. If Customer desires future expansion at splice points other than at the Points of Demarcation listed in a
service Order, then Customer must request such future expansion from Segra. 5egra will grant requests in its sole discretion.
19. Scheduled Maintenance and Emer gency M aintenance. Segra will conduct periodic maintenance of its network and Equipment ("Scheduled
Maintenance"). Scheduled Maintenance of Segra's network will not normally result In a Service interruption or outage. However, In the event Scheduled
Maintenance should require a Service interruption, Segra will exercise commercially reasonable efforts to perform routine maintenance between the
hours of 12:00 AM and 6:00 AM, local time, to minimize any potential disruptive impact. Segra shall provide Customer with at least two (2) days' notice
for non-emergency Scheduled Maintenance to be performed on Segra's network if Segra determines in its discretion that such maintenance may have a
substantial likelihood of affecting the Services. If Segra's planned activity is canceled or delayed, Segra shall promptly notify Customer. Notwithstanding
the preceding, Segra may perform maintenance at any time for purposes such as restoration of continuity to a severed or partially severed fiber optic
cable, restoration of dysfunctional power and ancillary support equipment, or correction of any potential jeopardy conditions that could affect the
Services or Segra's network ("Emergency Maintenance").
20. Force Ma jeure. Segra shall not be in default with respect to any failure or delay in performing its obligations hereunder to the extent that such failure or
delay is caused by acts of nature, fire, wars, rev.elution, civil commotion, acts of public enemy, pandemic, embargo, acts of government in its sovereign
capacity, labor difficulties, strikes, slowdowns, picketing or boycotts, damage to fiber or facilities caused by a third party, delays caused by the inaction
of utilities, pole owners, local exchange carriers, cities, municipalities, or other political subdivisions in granting access to rights of way, poles, or any other
required items or any other circumstances beyond the reasonable control and not involving any fault or negligence of Segra (each, a "Force Majeure
Event"). If a Force Majeure Event occurs, Segra shall be excused from performance under the applicable Service Order on a day-to-day basis during the
continuance of such Force Majeure Event.
21. Assignment. Customer may not assign or otherwise transfer a Service, Service Order, or its rights or obligations without the prior written consent of
Segra. Any attempted assignment in contravention of this provision shall be null and void. Segra may at any time, without consent but on written notice
to the other Party, assign its rights and obligations under a Service Order, and these Terms and Conditions to (i) any Affiliate (as "Affiliate" is hereinafter
defined), or (ii) a person, firm, corporation, partnership, association, trust or other entity which purchases all or substantially all of its assets used to
deliver the Services whether via merger, sale, stock purchase, or other similar equity arrangement. Any assignment shall be binding upon and inure to
the benefit of the Parties and their respective permitted successors and assigns. Segra shall have the right at any time, without the prior consent of
Customer, to mortgage, pledge, or grant a security interest in Service Orders or any of Segra's system in connection with any borrowing or financing
activity of Segra. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
"Control ," for purposes of this section, means direct or indirect ownership or control of more than fifty percent (SO%) of the voting interests of the subject
entity.
22 . Confidentiali t y.
22.1 . Confidential Information. For the purposes hereof, •confidential Information" shall include any and all information that Segra holds as confidential
or proprietary, including, without limitation, (i) all technical information, including, without limitation, product data and specifications, know-how,
formulae, software, source codes and other software information, processes, inventions, research projects, derivative works, and product development;
(ii) all business information of or relating to Segra, including, without limitation, accounting and financial information, sales and marketing information,
research, investment analyses, investment strategies and techniques, investment transactions and holdings, plans or strategies, processing, equipment
designs, clients, personnel, know-how, data and material used or licensed by Segra , including computer software, programming, research , financial
information and analyses and the like, and documentation relating thereto; (iii) Segra employee or customer information; (iv) Segra's confidential
information disclosed to the other by third parties; (v) rates, terms, or other information relating to Services, and (vi) any information which a reasonable
person would deem to be confidential. Customer shall not disclose any of Segra's Confidential Information to any third party or use any of Segra's
Confidential Information for any purpose other than in connection with the receipt of Services hereunder. Customer will not use Segra's name or the
name(s) of any Segra product(s) or service(s) publicly without Segra's prior written consent. Segra's Confidential Information shall remain its property
and shall be either returned to Segra or destroyed promptly upon the termination of a Service Order or applicable Service. If Confidential Information is
destroyed, Customer must certify to the destruction. Customer shall not appropriate Confidential Information for its benefit or the benefit of any third
party.
22 .2. Obligation to Disclose. Customer will promptly notify Segra If Customer receives a demand from a third party for Confidential Information and
Customer shall not disclose the same to such third party without the prior written consent of Segra, except as required by law. If Customer believes that
it is legally required to disclose any of the Discloser's Confidential Information, Customer will not disclose such Confidential Information until Customer
has notified Segra and Segra shall be entitled to seek a protective order or other appropriate remedy. In the event that Customer is required by law to
disclose any Confidential Information, Customer will furnish only the portion of the Confidential Information that is legally required and will exercise
commercially reasonable efforts to obtain a protective order or other reliable assurance that the Confidential Information will be treated as confidential
upon terms substantially the same as contained herein .
23 . Miscellaneous.
23.1. Ne gotiated Agreement. These Term s and Conditions and any related Service Order have been fully negotiated between and jointly drafted by Segra
and Customer.
23.2 . Product Discontinuance. Segra shall have the right to terminate a Service Order or Service in its sole discretion upon ninety (90) days' prior notice
to Customer if Segra elects to discontinue and no longer offer a given Service.
23.3. Doc u ment Precedence. In the event of a conflict between the provisions of these Terms and Conditions and any related Service Order, the provisions
of the applicable Service Order shall prevail .
23.4. No Third-Pa rty Beneficia ry. It is agreed that no person or entity other than the Parties to this Agreement is or shall be entitled to bring any action
to enforce any provision of this Agreement; and that the covenants, undertakings, and agreements contained herein shall be solely for the benefit of,
and shall be enforceable only by, the Parties or their respective successors and permitted assigns.
Page 6 of7
CON Fl DENTIAL
23.5. Limited Effect of Waiver. Any waiver or failure to enforce a provision of these Terms and Conditions or any Service Order shall not be construed as
a general waiver or relinquishment of the provision.
23.6. Governin g Law. All terms shall be construed in accordance with the laws of the state of Missouri, without reference to its conflict of law provision.
The obligations, rights, and remedies of the Parties hereunder shall be determined In accordance with such laws.
23.7. Exclusive Jurisdiction. Any suit, action, or proceeding seeking to enforce any provision or based on any matter arising out of or in connection with
these Terms and Conditions must be brought in the courts of Jackson County, Missouri. Each of the Parties hereby consents to the exclusive jurisdiction
of such courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably waives any objection which it
may now or hereafter have. Without limiting the foregoing, each Party agrees that service of process in accordance with Section 17 shall be deemed
effective service of process on such Party.
23.8. Severabillty. Except as otherwise provided in this Agreement, Services provided by Segra set forth in each Service Order are severable, and upon
termination of any individual Service with respect to any Service Order, other Services shall continue unaffected. Similarly, if any part or provision of this
Agreement or provision of any Service Order or other document or writing made pursuant to this Agreement shall be held invalid or unenforceable under
applicable law, said part or provision shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts or provisions
of this Agreement. Furthermore, the Parties hereby agree to negotiate in good faith with respect to any such Invalid or unenforceable provision to the
extent necessary to render the Agreement valid and enforceable.
23.9. Integration . This document constitutes the entire and final agreement and understanding between Segra and Customer with respect to the subject
matter hereofand may be supplemented with additional provisions as listed or described within a Service Order.
23.10. Amendment. These Terms and Conditions and any Service Order may only be amended, modified, or supplemented by an instrument in writing
executed by duly authorized representatives of Segra and Customer.
23.11. Acce ptable Use and Privac y Polic y. Customer represents and warrants that it shall comply with all relevant laws pertaining to the Services and
Customer's use thereof. Customer further represents and warrants that at all times Customer shall conform its use of the Service to the Segra Acceptable
Use Policy and the Segra Privacy Polley, current copies of which are available at https://www.segra.com/legal/.
Page 7 of7
CONFIDENTIAL