R14-112 II
1 RESOLUTION NO. R14 -112
2I
3 ' A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 i 1 FLORIDA, APPROVING A THREE (3) YEAR
5 ' SERVICES AGREEMENT WITH FPL FIBERNET, LLC,
6 , , FOR HIGH SPEED INTERNET CONNECTIVITY WITH
7 j , AN ANNUAL COST OF $15,312; AUTHORIZING THE
8 l ' CITY MANAGER TO SIGN THE SERVICE
9 AGREEMENT; AND PROVIDING AN EFFECTIVE
10 DATE. ,
11
12 WHEREAS, currently FPL FiberNet provides high speed internet service to 110
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13 public and staff computers at the Boynton Beach City Library at a bandwidth of 20mbps,
14 i however, due to the increase in the size of downloadable files available on the Internet, there
15 is a need to increase the bandwidth on library computers so library patrons with experience
16 faster results; and
17 WHEREAS, the new bandwidth of 150mbps will provide faster downloads for
18 library patrons which will improve customer service at the Library; and
19 WHEREAS, upon recommendation of staff, the City Commission has determined
20 that it is in the best interests of the residents of the City to approve a three (3) year Service
21 Agreement with FPL FiberNet, LLC., for high speed Internet connectivhy with an annual cost
22 of $15,312.
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
24 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
3
25 I ' Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
I
26 1 being true and correct and are hereby made a specific part of this Reso ... on upon adoption
27 1 hereof.
28 ' f Section 2. The City Commission does hereby approve a (3) year Service
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1 Agreement with FPL FiberNet, LLC., for high speed Internet connectivity with an annual cost
2 of $15,312.
3 Section 3. The City Manager is authorized to sign the Service Agreement, a copy of
4 which is attached hereto as Exhibit "A ".
5 Section 4. This Resolution shall become effective immediately upon passage.
6
7 PASSED AND ADOPTED this 18 day of November, 2014.
8
9 CITY OF BOYNTON BEACH, FLORIDA
10
11
12 , �� 7:
13 M:. or - Je a
14 r .
15 '
16 ► 4-• '
17 Vic; Mayor — Joe Casello
18
19
20 ' & 3 ',.
21 Commissio r — Da d T. Merker
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25 Commissioner — ' ' . McCray
26
27 —
28 / /
29 Comm — Michael M. Fi fpatrick
30 ATTEST:
31
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a FPL FiberNet DIA Premium Service Order
FPL Service Order Fax Number: 888 - 835 -9170
FiberNet FiberNet Fax Server(dFPL coin
Customer Information
Account Name: Boynton Beach City Library Bill Account Number:
O rder Type: Renewal Quote Number:
Renewal and Upgrade to 150M6 OP Number OP -15539
Administrator Contact Details
First Name, Michael P Last Name: Naughton
Phone Number: 561- 742 -6399 Email Address: mnaughtonaboyntonlibrary orq
Street Address: 208 S. Seacrest Blvd City, State & Zip Code: Boynton Beach, FL 33435
Billing Contact Details
First Name: Michael P Last Name: Naughton
Phone Number. 561- 742 -6399 Email Address: mnauahtonftRboyntonlibrary.orq
Street Address: 208 5 Seacrest Blvd City, State & Zip Code: Boynton Beach, FL 33435
Initiator Contact Details
First Name. Michael P. Last Name: Naughton
Phone Number. 561- 742 -6399 Email Address: mnaughton(Btboyntonlibran orq
Implementation Contact Details
First Name. Michael P Last Name: Nauahton
Phone Number 561- 742 -6399 Email Address. mnauahtonebboyntoniibrary,orq
Technical Contact Details
First Name: Michael P Last Name: Naughton
Phone Number: 561- 742 -6399 Email Address: mnauahtontrAbovntonlibrary orq
Order Details
Service Description: Dedicated Internet Access - Premium Desired Delivery Date: 8-10 Business Days
Term (months): 36 Months Expedite Requested: Ores $250/day
/ Customer PON #: Customer Circuit ID:
,Date Sent: 8 -Sep -14 Supplement: 'Version:
Service Details
R outing Ty (P rotocol): Static DIA Interconnection Type: Standard Customer Router
BGP Routes: AS# (s)
Reverse DNS: Des Forward DNS: Des
IP Address Details
IPv4
FPL FiberNet Allocated IPv4 Address Space (Form Required): e 'Customer IPv4 Address Space Advertising (/24 or greater): laes
Additional IP Block Requested: 1
IPv6
F PL FiberNet Allocated IPv6 Address Space( Form Required): bas 'Customer IPv6 Address Space Advertising (/64 or greater): JO(e
Managed Services Details
Managed Router: Des
If Static NAT is required please list private IP Addresses In comments
NAT: Not Requested section of this service order
DHCP (Private IPs Only): Not Requested If Customer defined DHCP is required please list private IP Address Pool in
A-
comments section of this service order
Location Information
Hub /Location A/1 Location 2/2 Location 3 Location 4
Node Activity: Change
Physical Address: 208 5 Seacrest Blvd
City, State, Zip Code: Boynton Beach, FL 33435
Demarc/Room/Floor:
Site Contact: Michael Naughton
Site Phone Nomber: 561- 742 -6399
CLLI Code:
FPL FlberNet Crcuit ID: CV81909
Committed Information Rate: 150Mbps
CE Port Type: 1000Mbps
CE Port Media: 1000BaseTX(100m /CAT5e)
Ethernet Duplex Mode: Auto (Negotiate to FDX)
LOA Responsibility: N/A
Demers Device Power: 120V AC
Demarc Mounting: 19" Rack Mount
Monthly Recurring Charge: $1,276.00
Non Recurring Charge: $0.00
Value Added Services (Per Site)
Hub /Location A/1 Location Z/2 Location Z/3 - Location Z/4
MRC NRC MRC NRC MRC NRC MRC NRC
Bursting:
Route /OSP Protection: ❑ ei Dees Dees ]yes
LAG Control Protocol:
LAG Additional Port Des Des Des ❑ es
Service (802.1q): Des Dyes ❑res Dees
ID:
Performance Management Portal:
DDoS Mitigation services:
Managed Security: Dees P'
es .eae for bandwidth uo to tooMbesl ❑ es ❑' es J''es fires
Additional IP Beck:
otal Value -Added Charges:
Customer Instructions /Comments
Please Identify below any epedal offlces and fadlities and 911 special fadllties as defined under 4.5 of 47 CFR Part 4.
Customer Is renewing the existing 100MB circuit and upgrading bandwidth to 150MB 51,276 MRC
Commercial Terms & Authorization
❑ Agent: ❑ Wholesale Retail
Monthly Recurring Charges: $1,276.00 Non Reaming Charges. $0.00
Other Monthly Recurring Charges: /29 (6) Usable IPs Other Non Recurring Charges: $0.00
Total Monthly Recurring Charges: $1,276.00 Total Non Recurring Charges: $0.00
Agent: Agent Opportunity Number
Account Executive: Natalie Cunningham Sales Engineer: Jay Guerrero
Accepted By Date:
Customer Name: Customer Title'
L Custoe er Signature: Date•
t:or Retail Customers Only
❑ By cheddng this box, I certify that 1 have read and I am en agreement with FPL Flberbet's Standard Service Agreement and Exhlbts. The Service Agreement can be found at
wow FPtFtberffet .tom /rontact/coments/contact_us shtml
If the customer does not have a Service Agreement ( MSA/SA) with FPL FiberNet at the time of order, FPL RberNet's standard MSA/SA will govern services until a MSA/SA is executed Pricing and payment terms ere subject to
customer credit rating. Fees Incurred by FPL FiberNet at the request of customer, including but not !Muted to cross connect and mapping fees, will be passed onto the customer with a 10% administration fee Customer may issue
one revision to the Service Order (a "Change Order") without charge Any additional Change Orden may be subject to an administration fee of $250 per Change Order
All MRC and NRC Pnces are stated in US Dollars and do not include standard taxes such as, but not limited to, USF and /or CST. Other taxes and fen can add between 20% and 30% to the final billed amounts
Curtaswr sglmowladges and agrees that the promotional Miter for the Performance Management Portal service, of no cost for the first 3 months, Is only ovals Me to customer who sign up for Performance Management
Portal service, It stares on the service acceptance commencement date and unless the service 0 cancelled, the customer will be charged at a recurring con until the service is disconnected
Customs Will provide rack space and power free of Charge to FPL FiberNet along with clear conduit access from the property line of any of the locations listed on this service order to the Customer's derriere within the buildings
AC power provided by Customer should be UPS barked f "L fiberNet requires that Customer provides a Letter of Authonzabtn. from Building Management and /or owners granting FPL Fiberbet permission to deliver services to
Customer at any of the locations listed on this order
:4
vase
Your connection Our responsibility
/ ,!
/ 1
Customer may be entitled Notwithstanding, Customer shall be responsible CREDITS DESCRIBED IN SECTION 8(b) ABOVE, AND IN NO EVENT
for and agrees to pay all applicable federal, state and local taxes, fees, SHALL FN'S LIABILITY FOR ANY CLAIM, LOSS OR EXPENSE UNDER
assessments, surcharges or additional charges imposed by any regulatory THIS AGREEMENT EXCEED THE SUMS ACTUALLY PAID TO FN FOR
or quasi - regulatory authority for which it is not exempt, or for which it does THE SERVICES GIVING RISE TO SUCH CLAIM, LOSS OR EXPENSE
not provide proof of such exemption reasonably acceptable to Provider. NO ACTION OR PROCEEDING AGAINST FN SHALL BE COMMENCED
Customer and Provider shall cooperate in taking all reasonable actions MORE THAN ONE YEAR AFTER THE SERVICE IS RENDERED. FN
necessary to minimize, or to qualify for exemptions from, any such taxes, SHALL NOT BE LIABLE FOR ANY INTERRUPTION CAUSED BY ANY
duties or liabilities, including the furnishing of a universal service waiver ACT OR OMISSION OF ANY OTHER SERVICE PROVIDER FURNISHING
form The MRCs will accrue beginning on the Service Commencement Date ANY PORTION OF THE SERVICES. FN SHALL NOT BE LIABLE FOR
(or such earlier date as the Customer and FN may agree upon in writing ANY DAMAGES OR LOSSES DUE TO THE FAULT OR NEGLIGENCE OF
the NRCs will be billed in the first Invoice as a nonrecurring fee. The MV CUSTOMER, CUSTOMER'S FAILURE TO FULFILL ITS OBLIGATIONS,
will be billed each•month that a shortfall exists between the actual usage OR DUE TO THE FAILURE OR MALFUNCTION OF CUSTOMER -
billed and the MVC agreed to in each SO. Payments shall be made by PROVIDED EQUIPMENT OR FACILITIES. FN SHALL NOT BE LIABLE
electronic transfer as mutually agreed. Cutomer shall be required to make FOR ANY DAMAGE TO CUSTOMER'S PREMISES UNLESS CAUSED BY
all payments, and interest shall accrue on all past due payments, in strict THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FN'S
accordance with the Florida Prompt Payment Act. If Services are AGENTS OR EMPLOYEES. NEITHER FN NOR ANY SERVICE
discontinued as a result of nonpayment of fees and subsequently PROVIDER FURNISHING ANY PORTION OF THE SERVICES SHALL BE
reconnected, Customer will be required to pa a reconnection fee in addition LIABLE OR RESPONSIBLE FOR ANY FRAUDULENT OR
to applicable interest Customer shall provide FN with credit information as UNAUTHORIZED CALLS ORIGINATING FROM CUSTOMER'S
requested, and delivery of Service is subject to FN's credit approval in its PREMISES OR THE SERVICES, OR FOR ANY ERRORS OR OMISSIONS
sole discretion. FN may require Customer to make an advance payment of OF DIRECTORY LISTINGS. IN NO EVENT SHALL EITHER PARTY, OR
one (1) month's MRCs before Service is provided As a condition to FN's ANY OF FN's SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY
acceptance of any SO or as a condition to FN's continuation of Service, FN INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES,
may, at any time, also require Customer to provide: (i) a cash deposit, or (ii) HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF
another form of payment assurance acceptable to FN (e.g., a letter of LIABILITY ASSERTED (INCLUDING NEGLIGENCE OR TORT) ARISING
credit). At such time as the provision of Service to Customer Is terminated, OUT OF THIS AGREEMENT, OR ANY SERVICES, FACILITIES OR
the balance of any cash deposit (not otherwise credited against any EQUIPMENT PROVIDED HEREUNDER, EVEN IF SUCH PARTY HAS
amounts owed to FN) will be refunded, together with any interest on such BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
cash deposit at the prevailing rate required by law. CUSTOMER AGREES THAT THE AMOUNTS PAYABLE HEREUNDER BY
6. BILLING DISPUTES. All Bona Fide Dls utes (as defined below) along CUSTOMER ARE BASED IN PART UPON THESE LIMITATIONS, AND
P ( ) g FURTHER AGREES THAT THESE LIMITATIONS SHALL APPLY
with complete documentation must be submitted in writing together with DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
payment of all amounts due or, altematively, if Customer has already paid REMEDY CUSTOMER OBLIGATION TO PAY NRCS AND MRCS, OR
its invoice, Customer shall have sixty (60) calendar days from invoice date EARLY TERMINATION CHARGES CONSTITUTES THE PAYMENT OF
to give notice of a Bona Fide Dispute regarding such invoice, and CONTRACT OBLIGATIONS OR DIRECT DAMAGES AND IS NOT
documentation thereof, otherwise such invoice will be deemed correct. AFFECTED BY THE LIMITATION IN THIS SECTION FOR THE
Notification and complete documentation of a Bona Fide Dispute must be AVOIDANCE OF DOUBT, BOTH PARTIES ACKNOWLEDGE AND AGREE
sent to: FPL FiberNet, LLC, 9250 W Flagler St.; Miami, FL 33174, Attn: THAT ALL THIRD -PARTY DAMAGES FOR WHICH THE OTHER PARTY
ACCOUNTS RECEIVABLE. An amount will not be considered "in dispute" HAS AN INDEMNITY OBLIGATION UNDER THiS AGREEMENT ARE
until Customer has provided FN with wntten notification and complete DIRECT DAMAGES OF THE INDEMNIFIED PARTY FOR PURPOSES OF
documentation of the Bona Fide Dispute, and the parties will promptly THIS SECTION.
address and attempt to resolve the claim. FN may, in good faith and in its
sole discretion, request additional supporting documentation or reject 10 TERMINATION If either party defaults in the performance of any
Customer's Bona Fide Dispute as inadequate. if FN rejects such Bona Fide material provision of this Agreement then the non - defaulting party may seek
Dispute, FN will so notify Customer. If FN determines that the Customer is any and all remedies available at law and /or equity, except to the extent any
entitled to credits or adjustments for Service outages pursuant to provisions such remedy is specifically limited or prohibited by this Agreement, and may
of applicable Service Exhibits then FN will credit Customer's invoice for give written notice to the defaulting party that if the default is not cured
such amount on the next appropriate billing cycle As used herein, a "Bona within ten (10) days (in the case of a payment default by Customer) or thirty
Fide Dispute" means a good faith assertion of a right, claim, billing (30) days (in the case of a non - monetary default by either party) the
adjustment or credit which Customer reasonably believes it is entitled to Agreement will be temminated If the non - defaulting party gives such notice
under the Agreement A Bona Fide Dispute shall not include actual calls and the default is not cured during the applicable cure period, then the
made by Customer or unauthonzed third parties (e.g., fraudulent calls). Agreement shall automatically terminate at the end of that period FN may
7 SUPPORT AND MAINTENANCE. FN will provide support and suspend the Services between such time that Customer receives a notice of
P pP monetary default and such time that Customer cures sald default. If FN
maintenance to Customer in accordance with the Support and Maintenance terminates this Agreement, at any time, as a result of any uncured default of
Terms ( "SLA(s) ") set forth in the applicable Service Exhibit(s) related to the Customer or if Customer terminates Service following the Service
each specific Service (which may be amended from time to time). SLA Commencement date in a manner not permitted hereunder, Customer shall
credits due to Customer shall first be deducted from any past due amount pay, as liquidated damages and not as a penalty, the sum of the following.
owed FN Application of credits by FN shall not waive Customer's obligation (1) 100% of any remaining Service Charges for the remaining months of the
to pay any remaining balances or future amounts. Service Term plus (ii) all past due balances due under the Agreement and
8. WARRANTY AND LI MITATIONS. a. FN warrants that the any charges of a third party provider providing any portion of the Services.
Services will meet the specifications set forth in the SOs and any associated 11. RESTRICTIONS ON USE Customer agrees that it shall abide by
Service Exhibit(s). If the Services fall to meet such specifications, FN will FN's Acceptable Use Policy, as may be periodically revised by FN
provide support and maintenance to Customer in accordance with each Notwithstanding any contrary provision herein, FN reserves the right to
SLA. Each SLA will be effective on the first day of the month following the suspend Service or terminate this Agreement without notice, written or
Service Commencement Date. b. THE CREDIT CALCULATIONS SET otherwise (I) anytime FN has the right to terminate the Agreement; (1i)
FORTH IN THE SLA SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE whenever required to rotect FN's network or facilities; and/or (Iii) whenever
REMEDY IN THE EVENT OF ANY BREACH BY FN OF A WARRANTY the Service is used for illegal purposes or otherwise In violation of FN's
CONTAINED HEREIN OR ANY INTERRUPTION OR FAILURE OF THE Acceptable Use Policy (AUP), which Is posted on FN's website
SERVICES TO MEET THE SPECIFICATIONS. THE TOTAL AMOUNT OF www.fplfibemeLcom. By executing this Agreement, Customer agrees to the
CREDIT THAT WILL BE EXTENDED TO CUSTOMER AS A RESULT OF terms of the AUP.
FN's FAILURE TO MEET AN SLA SHALL BE LIMITED TO 100% OF ONE
(1) MONTH'S MRCs FOR ANY SINGLE MONTHLY BILLING PERIOD. c. 12. INDEMNIFICATION To the extent allowed by Florida law, including
EXCEPT AS SET FORTH IN THIS SECTION 8, FN MAKES NO but not limited to the applicable provisions of §76828, F.S., and subject
WARRANTIES REGARDING THE SERVICES, FACILITIES OR specifically to the limitations set forth therein, Customer agrees to indemnify
EQUIPMENT PROVIDED HEREUNDER, EXPRESS OR IMPLIED, AND and hold harmless FN, its parent, their affiliates and their officers, agents,
ALL OTHER WARRANTIES WITH RESPECT TO ANY SERVICES, employees, contractors, subcontractors, suppliers, invitees and
FACILITIES OR EQUIPMENT PROVIDED PURSUANT TO THIS representatives ( "FN Entities "), from and against any and all third party
AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT claims of loss, damages, liability, cost and expenses (including reasonable
NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR attorneys' fees and expenses) to the extent any such claim is asserted
FITNESS FOR A PARTICULAR PURPOSE OR USE OR against the FN Entities, directly or indirectly, by reason of or resulting from
NONINFRINGMENT, ARE EXPRESSLY DISCLAIMED any Customer failure to perform an obligation under this Agreement or any
9 LIMITATION OF LIABILITY. THE LIABILITY OF FN (OR ANY OTHER action or inaction of Customer or its employees or agents that is illegal or
SERVICE PROVIDER FURNISHING ANY PORTION OF THE SERVICES) agrees Indemnify negligence
demnif y ce or intentional misconduct
all third In addition, claims of
Customer
FOR ANY INTERRUPTION OR FAILURE OF ANY SERVICES damages, as demncosts Ent and expenses ies any an a pa to rends a
claims
FURNISHED PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO d expen expenses) a nsing from use costs of Se r ices by reasonable
y Customer or its end attsu se users
and exeses) a of Services y urs
ALL TERMS OF THIS AGREEMENT, INCLUDING PRICING, ARE CONFIDENTIAL AND PROPRIETARY INFORMATION OF FN v 0502014
2
CUSTOMER'S INITIALS
and /or any violation of FN's Acceptable Use Policy, regardless of whether receiving Party, or (iii) has not previously been known by or disclosed to the
done with intent or knowledge receiving Party by a third party not bound by confidentiality restrictions
Proprietary Information shall only be disclosed to those of its employees,
13. FORCE MAJEURE FN's ability to provide the Services may be affiliates, and representatives (collectively, Representatives') who have a
impeded by events or actions outside of FN's reasonable control, including, need for It in connection with the use or provision of Services required to
without limitation, acts of God, floods, fires, hurricanes, earthquakes, acts of fulfill this Agreement. Prior to disclosing Propnetary Information to its
war or terrorism, fiber cuts, labor actions, failure of third -party suppliers, Representatives, the disclosing Party shall notify such Representatives) of
criminal and unlawful acts of third parties, changes in applicable laws and their obligation to comply with this Agreement. If a receiving Party is
regulations, or any similar actions or events ( "Force Majeure') FN shall not required by any governmental authority or by applicable law to disclose any
be responsible to Customer for any failure to provide the Services due to a Proprietary Information, then such receiving Party shall provide the
Force Majeure Customer shall not be liable for Service Charges during any disclosing Party with written notice of such requirement as soon as possible
Force Majeure penod in which FN is unable to provide Services. and prior to such disclosure to enable the disclosing Party the opportunity to
14. NOTICES Notices required by this Agreement shall be made In seek appropriate protective relief.
writing and delivered by hand delivery or the USPS addressed to the b. In the course of providing Service to Customer, FN will obtain and
addresses set forth on the SO, postage or delivery charges pre -paid. Notice possess certain usage - related information about the quantity and type of the
shall be deemed given upon delivery, if delivered by hand; four (4) business telecommunications services Customer uses ( "CPNI ). Under federal law,
days after being deposited in the U.S. Mail as first -class; or one (1) business Customer has the right, and FN has the duty, to protect the confidentiality of
day after depositing with a nationally recognized ovemight delivery service. Customer's CPNI FN agrees to protect the confidentiality of Customer's
CPNI during the term hereof, or for such longer period as may be required
15 ASSIGNMENT. This Agreement shall be binding upon the parties and under applicable law. FN may use, disclose, and share CPNI for the
their respective successors and assigns. Customer shall not assign or purpose of provisioning the Services purchased under this Agreement and
otherwise transfer its rights hereunder or any interest herein without the as permitted by law. To the extent the undersigned is a dealer -sold
pnor wntten consent of FN, which consent shall not be unreasonably customer, FN may use and share CPNI for the purpose of marketing
withheld; provided, however, nothing in this paragraph shall preclude FN communications- related products and services to Customer as set forth in
from conducting a credit review of any proposed assignee using non- FN's CPNI Opt -In Notice. FN reserves the right to intercept and disclose
discriminatory creditworthiness criteria FN may assign this agreement any transmissions over FN's Facilities to protect its rights or property or
upon no less than thirty (30) days' prior written notice to Customer. pursuant to court order or subpoena
16. THIRD PARTY BENEFICIARIES Except as set forth In Sections 1 21 MISCELLANEOUS. This Agreement, along with all SOs, Exhibits, and
and 10 herein, this Agreement is intended solely for the benefit of the any amendments signed by both parties, as well as any applicable Tariff(s),
Parties hereto and nothing contained herein shall be construed to create shall constitute the parties' entire understanding related to the subject
any duty to, or standard of care with reference to, or any liability to, or any matter hereof and shall supersede all prior oral or written agreements,
benefit for, any Person not a Party to this Agreement commitments or understandings with respect to the matters provided for
17. GOVERNING LAW/ WAIVER OF JURY TRIAL. This Agreement shall herein, and references herein to this "Agreement' Include all such terms
9 forming the Parties' understanding. In case of conflict between or among
be overned and construed in accordance with the laws of the State of
Flonda, without giving effect to its conflict of law principles. An dis utes o rder of r attached h ll forming a part of this Agreement, shall the following
9 9 Any P order of precedence shall apply: the terms set forth herein shall control over
resulting in litigation between the Parties shall be conducted in the state or any Exhibit or SO, and any specific information In a SO shall prevail over
federal courts of the State of Flonda Proceedings shall take place in the any Exhibit as to that Service with respect to price, SO Term, Service
Circuit Court for Palm Beach County, Florida, the United States District locations and other Service - specific terms contained in the SO. The terms
Court for the Southem District of Florida, or such other Flonda location or of any Customer purchase order shall have no beanng on this Agreement.
forum to which the Parties may agree. IN ANY LITIGATION ARISING The terms of this Agreement are not intended for, nor shall they be for the
FROM OR RELATED TO THIS AGREEMENT, THE PARTIES HERETO benefit of or enforceable by, any third party Any provision that is prohibited
EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY in any jurisdiction shall, as to each jurisdiction, be ineffective to the extent of
WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH such prohibition without invalidating the remaining provisions hereto or
RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, affecting the validity of such provisions in any other jurisdiction The failure
UNDER OR IN CONNECTION WITH THIS AGREEMENT. THIS of either party to enforce any right available to it with respect to any breach
PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO or failure by either party shall not be construed to be a waiver of such right
ENTER INTO THIS AGREEMENT. with respect to any other breach or failure. Customer warrants that it has
18 ATTORNEYS' FEES. In the event of any arbitration or other legal the right and authority to enter Into and perform its obligations under this
action filed in relation to this Agreement, the prevailing party shall be entitled Agreement.
to recover from the non - prevailing party reasonable attorneys' fees and
reasonable court or arbitration costs.
19 REGULATORY CHANGES. In the event of any change in applicable
laws, regulations, decisions, rules or orders issued by the Federal
Communications Commission, a state Public Utility or Service Commission,
a court of competent jurisdiction or other govemmental or quasi -
govemmental entity (a "Regulatory Requirement ") that materially Increases
the costs of Services provided by FN, FN reserves the right to pass any
such increased costs through to Customer as a rate Increase. FN shall
provide wntten notice of any such rate change no less than thirty (30) days
prior to such rate change. If any Regulatory Requirement has the effect of
canceling, changing or superseding any material term with respect to the
delivery of Services (other than changes which are the subject of a rate
increase as described In the foregoing sentence), then this Agreement will
be deemed modified in such a way as the parties mutually agree is
consistent with the form, intent and purpose of this Agreement and is
necessary to comply with the Regulatory Requirement. If the parties cannot
agree to modifications necessary to comply with a Regulatory Requirement
within thirty (30) days after the Regulatory Requirement is effective, then
either party may terminate this Agreement and /or any SO impacted by the
Regulatory Requirement effective as of the date of such party's written
notice to the other party
20 NON - DISCLOSURE; CPNI
a The provisions of this Agreement (including, but not limited to,
pricing) are considered proprietary and confidential by the parties hereto,
and as such are not to be released to third parties except as may be
required by law or as may by necessary to permit FN to perform Its
obligations hereunder No Party, without the other Party's specific prior
written consent, shall disclose to any third party any information supplied to
it by the other which has been designated as CONFIDENTIAL or
PROPRIETARY or PRIVATE ( "Proprietary Information ") to the extent such
information is not required to be disclosed pursuant to any applicable Public
Records Laws of the State of Florida and (1) is not otherwise generally
available to the public, (i) has not been independently developed by the
ALL TERMS OF THIS AGREEMENT, INCLUDING PRICING, ARE CONFIDENTIAL AND PROPRIETARY INFORMATION OF FN v.05302014
3
CUSTOMER'S INrrIALS
Service Exhibit
Service Exhibit A
Technical Specifications
pescription of Services
Telecommunications transmission transport links are provided between two or more points that meet at a designated demarcation
points between Provider and Customer. Availability Is measurement of the total time the Service is operative when measured over a
time period of 30 consecutive days
Performance Objectives for SONET /SDH Services - DS1
A. Description of Services. Transmission transport links are provided between two or more points which meet at a designated
demarcation point between the Provider and Customer. Where the Provider Is the provider of local interconnect, local loop
availability numbers are provided. The following standards apply for DS1.
Availability. Availability is the measurement of the total time the service is operative when measured over a time period of 30
consecutive days. Circuits are considered to be Inoperative when there has been a Toss of signal, when loopback tests confirm the
observation of severely errored seconds, or when the network monitonng system detects a continuous bit -error rate (BER) greater
than specrfied.
Performance Objectives
a) Meet or exceed 99.9% percent circuit availability on a monthly basis.
This objective applies except where a Customers equipment is disconnected and /or inoperative or force majeure p e cable cuts)
is in effect or planned maintenance actions initiated by the Customer.
b) Bit Error Ratio (BER) meet or exceed 10
c) Meet or exceed 99.5% percent Error Free Seconds (EFS) on a monthly basis.
d) Does not exceed 0.09% percent Severely Errored Seconds (SES) on a monthly basis.
e) Service Continuity - in the event of primary facility failure, service is guaranteed to switch to an alternate facility In 60ms or less
Performance Objectives for SONET /SDH Services - DS3, OC -N /STM -N, Ethernet, and Waves
A. The performance objectives for DS3 Service are as follows.
I) Meet or exceed 99.95% circuit availability on a monthly basis.
This objective applies except where a Customer's equipment is disconnected and/or inoperative or Force Majeure Event is in
effect or planned maintenance actions are being performed.
ii) The circuit is considered to be inoperative when there has been a loss of signal, when loop back tests confirm the
observation of severely errored seconds, or when the network monitoring system detects a continuous bit -error rate (BER) of
greater than 1 x 10
Iii) Meet or exceed 99.95% Error Free Seconds on a monthly basis.
iv) Does not exceed 0.009% severely errored Seconds on a monthly basis
v) Service Continuity - in the event of primary facility failure, service will switch to an altemate facility in 60ms or less
B The performance objectives for OCN /STM -N services are as follows'
i). Meet or exceed 99.95% circuit availability on a monthly basis.
This objective applies except where a Customers equipment is disconnected and /or inoperative, a Force Majeure Event Is in
effect or planned maintenance actions are being performed.
if) Bit Error Ratio (BER) meet or exceed 1 x 10
iii) Meet or exceed 99 95% Error Free Seconds on a monthly basis
iv) Does not exceed 0.009% Severely Errored Seconds on a monthly basis
v) Service Continuity - in the event of primary facility failure, service is guaranteed to switch to an alternate facility in 60 ms or
less. Failure to meet this guarantee will result in a credit as described in Article V.C. The performance objectives for
Wavelength services (2.5G or 10G waves) are as follows
C The performance objectives for Wavelength services (2.5G or 10G waves) are as follows.
i) Availability. "POP to POP" Service — 99.00%
ii) Definition and Measurement Wave availability is a measure of the relative amount of time during which a wave is available
for Customer use during a thirty (30) day calendar month "Service Unavailability" is defined as the periods for which a wave
experiences a complete loss of service, or for which the BER for the wave falls below 1 x
Technical Transmission Specification Standards
Provider and its facilities pertaining to DS3, SONET (OC -N), STM -N (SDH), and Ethernet performance adhere to the following
Technical References and Standards:
High Capacity Telcordia GR -54, GR- 253 -CORE, and GR -342
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Self - healing Rings GR-496
Ethernet G742 (LCAS), 07041 (GFP), G707, IEEE 802,1P, IEEE 802.1Q, 802.1W, IEEE 802.1D, IEEE 802., 1w (Rapid Spanning
Tree (RSTP), IEEE 802.1w)ls (Multiple Spanning Tree), IEEE 802.3x (Flow control), SNMP v2/3, IEEE 802 17, MPLS FRR,
MPLS- PWE -3, VPLS, and H -VPLS, MPLS -VLL., RFC 3619 (EAPS), RFC 2236, RFC 3376,
SDH Services ITU -T G.526 or ITU -T G.828, ITU G.783, ITU G 957, ITU G 707, as applicable
SONET Specifications and Timing Issues
OCN Transmission parameter limits, interface combinations, and technical specificabons applicable to Interstate Carriers for
Customer interconnection at Provider POPs are contained in ANSI TI.403 -1989 and TI.404 -1989
DS3s carried over Synchronous Optical Network (SONET) transport systems can incur phase transients as a result of pointer
adjustments. In some instances timing problems could surface in Customer's equipment with Stratum 3 or better clocks. This
may result in the Customer's clock disqualifying its synchronization reference, generating an alarm and /or selecting an altemate
reference or entering holdover. To Insure proper operation, channelized DS3 circuits must comply with Bellcore Technical
Advisory, GR -436. Digital Synchronization Network Plan, and ANSI TI.101 -1994. When timing is taken from a Provider
transported DS3, the Customer's equipment must be capable of accommodating SONET pointer adjustments
SDH Timing Issues
El service signal frame structure will comply with ITU -T G.704.
STM service signal frame structure will comply with ITU -T G.707
Electrical signal Interfaces will comply with ITU -T G 703
Optical signal interfaces will comply with ITU- T G.957
D. The performance objectives for Standard Ethernet VPN are as follows (Protected Service and Unprotected Service are as
defined below)•
i) Latency (RTD) 5 5ms Intra -metro
s 20ms inter -metro
5 40ms interstate (covers MIA -ATL)
5 50ms interstate (covers MIA -DAL or MIA -NY)
ii) Availability Z 99.99% (Unprotected Service) / z 99.995% (Protected Service)
ili) Jitter 5 5 ms
iv) Packet Delivery z 99 95% (Unprotected Service) / Z 99 99% (Protected Service)
Service provides customers with 10, 100, 1000, or 10G transport service of 10 -Mbps or fractional rates of 100 -Mbps or 1000 -
Mbps, Ethernet VPN Point to Point (E -Line) or Ethernet VPN Muitipoint (E-LAN), and electrical or optical port Interfaces (optical
interfaces could be either SMF or MMF).
The service provides customers with physical interfaces at the 10/100/1000 Mbps or 10 Gbps level via various available
networks and technologies depending on implementation and depending on the geographical coverage needed, multiple
technologies may be implemented.
Performance Objectives.
a) Guaranteed bandwidth as specified (10/100/1000 or fraction thereof). Note that guarantee is only for committed Information
rate (CIR) CIR guarantee applies only when VPN service does not by design limit the deliverable CIR (for example,
customer orders point to multi- point VPN with the CIR of hub site being less than summation of the CIR's of all of the
remote sites).
b) Service Continuity — If service is fully protected including but not limited to fiber, route, and equipment protection ( "Protected
Service"); then, in the event of protected facility failure, service will switch to an alternate facility in 50 ms or less. Services
which are not Protected Service are "Unprotected Services"
E. The performance objectives for Standard Dedicated Internet Access (DIA) Premium Services are as follows (Protected Service
and Unprotected Service are as defined below).
Service provides customers with 10, 100, 1000, or 10G transport service of 10 -Mbps or fractional rates of 100 -Mbps or 1000 -
Mbps, of Dedicated Internet Access, and electncal or optical port interfaces (optical interfaces could be either SMF or MMF)
i) Availability z 99 99% (Unprotected Service) / a 99 995% (Protected Service)
The service provides customers with physical interfaces at the 10/100/1000 Mbps or 10 Gbps level via various available
networks and technologies depending on implementation and depending on the geographical coverage needed, multiple
technologies may be implemented.
Performance Objectives'
a) Guaranteed bandwidths speed (10/100/1000/1OG or fraction thereof). Note that guarantee is only for committed
information rate (CIR) and only applies to FN's network
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b) Service Continuity — If service is fully protected including but not limited to fiber, route, and equipment protection (`Protected
Service"); then, in the event of protected facility failure, service will switch to an alternate facility in 50 ms or less. Services
which are not Protected Service are "Unprotected Services"
F. The performance objectives for Standard Dedicated Internet Access (DIA) Essential Services are as follows (Protected Service
and Unprotected Service are as defined below).
I) Availability Z 99.5% (Unprotected Service)
Service provides customers with 10, 100 transport service of 10 -Mbps or fractional rates of 10 -Mbps up to 100 Mbps, of Dedicated
Internet Access, and electncal or optical port interfaces (optical interfaces could be either SMF or MMF)
The service provides customers with physical Interfaces at the 101100/1000 Mbps via various available networks and technologies
depending on implementation and depending on the geographical coverage needed, multiple technologies may be implemented
Performance Objectives
a) Bandwidth as specified (10/100 or fraction thereof) is considered best - effort.
Selected Optional Features (additional fees may apply)
• Protecbon, fiber and route diversity for local fiber infrastructure (Ethernet/ IP VPN & DIA Premium)
• Jumbo Frame; MTU set to 9000 bytes (available only with 1000Mbps ports for Ethernet VPN)
• VLAN Service; additional service through same physical port (for Ethernet VPN)
• Additional 100 or 1000Mbps Lag Port (requires protection value added feature for Ethernet/ IP VPN & DIA Premium))
• Quality of Service; ability to prioritize traffic (for Ethernet/ IP VPN)
• Bursting, allows for traffic in excess of CIR up to physical port speed (best efforts for Ethernet/ IP VPN & DIA Premium)
• Multicasting; allow for multicasting up to CIR (for Ethernet/ IP VPN)
• Inter Metro; allow for VPN service across multiple Provider Ethernet Metros (for Ethernet/ IP VPN)
G The performance objectives for Standard Ethernet VPN over Copper and Standard Dedicated Internet Access (DIA) Services
over Copper are as follows (Unprotected Service):
• Latency (Ethernet VPN only) (RTD) s 10ms per Copper tail added to latency specification SLA for Standard
Ethernet VPN and
Standard Dedicated Internet Access
• Availability z 99.9% (Unprotected Service)
• Packet Delivery (Ethernet VPN only) z 99 9% (Unprotected Service)
Service provides customers with 3, 5, and 10Mbps transport services, Ethernet Point to Point, Multipoint (VPN only), Dedicated
Internet Access with electncal port interfaces
As Customer's sole remedy for any Service Outage Identified above for the portion of the Service provided on FN's network (On -Net
Service), Customer will receive credit as follows for each On -Net Service Outage (i.e., a complete disruption of a Service or a
degradation of Service below the Technical Specifications) equal to 1/1440 of the MRCs applicable to that portion of the Service
which is subject to the On -Net Service Outage for each one -half (1/2) hour or major fraction thereof that an On -Net Service Outage
continues beyond thirty (30) minutes If FN receives an outage credit from a third party carrier for a portion of the Service which is
not provided on FN's network (Off -Net Service) FN shall credit Customer's account with an equitably allocated portion of that credit
Managed Security Services
Severity Level Response Time and Resource Commitment. Provider agrees to use commercially reasonable efforts to
respond to Customer requests based on the Severity of the issue as follows:
Severity 1:
a) an error with a direct security impact on the product;
b) an error isolated to managed security software or hardware; renders the product inoperative or causes the product to fail
catastrophically; e g , critical system impact, or system down;
c) a reported defect In the managed secunty software or hardware which cannot be reasonably circumvented, or an
emergency condition exists that significantly restricts the use thereof to perform necessary business functions; or
d) inability to use the managed security software or hardware or a critical impact on operation requiring an immediate
solution
Severity 2:
a) an error isolated to managed security software or hardware that substantially degrades the performance of the product or
materially restricts business, e g , major system impact, temporary system hanging;
b) a reported defect in the managed security software or hardware, which restricts the use of one or more features to
perform necessary business functions but does not completely restrict use thereof; or
c) ability to use the managed secunty software or hardware, but an important function is not available, and operations are
severely impacted
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Severity 3:
a) an error isolated to the managed security software or hardware that causes only a moderate impact on the use of the
product; e.g., moderate system impact, performance /operational impact;
b) a reported defect in the managed security software or hardware that restncts the use of one or more features to perform
necessary business functions; while the defect can be easily circumvented, or
c) an error that can cause some functional restrictions but does not have a critical or severe Impact on operations.
Severity Level Response Commitment
Seventy 1 1 Hour Provider and Customer will commit the necessary
resources around the clock for problem resolution
Provider and Customer will commit full -time
Severity 2 2 Hours resources during normal business hours and
alternative resources outside of normal business
hours to (1) reduce the error severity, and then (2)
Provider and Customer will commit full -time
Severity 3 4 Hours resources during normal business hours only to (1)
reduce the error severity and then (2) effect
Note: Provider does not guarantee the complete resolution of a problem within the times specified
The response times set forth In this SLA for Managed Security Products constitutes targeted goals of the technical support to be
provided by or on behalf of Provider to Customer, and it is understood that Provider shall use commercially reasonable efforts to
respond to Customer requests within the target times set for the relevant Severity level. The parties acknowledge the potentially
idiosyncratic nature of any Issue, and agree that any sporadic failure to meet targeted times shall not constitute a breach of
Provider's support obligations under this Agreement
DDoS Mitigation Services
1 Goals. The following service level goals apply to DDoS Mitigation Services. Customer will be eligible to receive a credit from
Provider subject to the terms, conditions, exclusions and restrictions described below.
2 Descnption of Service.
a) Notification- -when the DDoS Mitigation Service detects an anomaly that is symptomatic of a DDoS attack due to triggered
thresholds or indicators of protocol misuse, it generates an alert to Provider's NOC. Provider will investigate such
anomaly and, when a DDoS attack is indicated, Provider will contact Customer to validate whether a DDoS attack is
occurring or Customer's usage is causing the anomaly
b) Mitigation –if Customer confirms that a DDoS attack is occurring, Provider will route Customers inbound traffic to its DDoS
Scrubbing platform and begin applying countermeasures in an effort to minimize the effects of the DDoS attack The
DDoS Mitigation Service and associated countermeasures are configured to reduce disruption of Customer's legitimate
traffic.
c) Provider will review the mitigation countermeasures 24 hours after initial implementation and will remove if Provider
determines the DDoS attack has ended At such time, Provider will redirect Customer's inbound traffic to its normal path
and notify Customer that all implemented countermeasures have been removed
d) If a DDoS attack is impacting, or may impact, Provider's network, Provider may take any action, including but not limited
to blackhole filtering Customer's traffic, which filtering would result in all traffic destined to Customer being dropped
3. Remedies.
a) Time to Notify —The Time to Notify goal is measured from the time a DDoS attack is detected at Provider's NOC to when
Provider first attempts to contact Customer to notify of the potential existence of a DDoS attack
b) Time to Mitigate —If Customer has provided all necessary information to allow Provider to Initiate mitigation
countermeasures, the Time to Mitigate goal is measured from the time Customer approval is received by Provider to the
time actual mitigation countermeasures are commenced "Customer approver shall mean the time Provider receives
verbal permission from Customer to initiate mitigation countermeasures.
c) To be eligible for service credits, Customer must be in good standing with Provider and current in Its obligations. To
receive service credits, Customer must request a credit and submit the relevant trouble ticket information within five (5)
calendar days following the date the Service Outage ended Credits shall be issued by Provider based on the following
schedule.
Description Goal Credit (applied as percentage of MRC for DDoS
Mitigation Service)
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Time to Notify 30 minutes from initial detection of DDoS More than 60 minutes =
6 0
attack at Provider NOC 31 -60 minutes = 5%
30 minutes from Customer's verbal More than 60 minutes =
Time to Mitigate permission 31-60 minutes = 5 % 10%
4 Application of Service Credits. Service credits will only apply to the monthly recurring fees Customer is responsible for paying for
DDoS Mitigation Services, and shall not apply to any other services provided to Customer by Provider A credit will be applied only
to the month in which the event giving rise to the credit occurred. The maximum service credits issued in any one calendar month
shall not exceed 100% of the MRC for the DDoS Mitigation Service. If Customer fails to notify Provider In the manner set forth
herein with respect to the applicable service credits, Customer shall be deemed to have waived its right to any such credits for that
month
4. Limitations. This SLA will not apply, and Customer will not be entitled to receive a credit under this SLA, for any event that
adversely impacts the DDoS Mitigation Service that is caused by.
a) the acts or omissions of Customer, its employees, contractors, agents or its end users;
b) the failure or malfunction of equipment, applications, or systems not owned or controlled by Provider,
c) Force Majeure Events,
d) scheduled service maintenance, alteration, or implementation;
e) the unavailability of required Customer personnel, including as a result of Customer's failure to provide Provider with
accurate, current contact Information ;
f) Provider's lack of access to the Customer premises where reasonably required to restore the Service, or
g) improper or inaccurate network specifications provided by Customer.
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