R13-022 i
1 RESOLUTION R13- G%
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE
4 CITY OF BOYNTON BEACH, FLORIDA, APPROVING
5 AND AUTHORIZING THE CITY MANAGER AND CITY
6 CLERK TO EXECUTE A THIRTY -SIX (36) MONTH
7 SERVICE AGREEMENT BETWEEN THE CITY OF
8 BOYNTON BEACH AND PAETEC, A WINDSTREAM
9 COMPANY FOR LONG DISTANCE TELEPHONE
10 SERVICE USING GSA #GS- 35F -0016T IN THE AMOUNT
11 OF $4,704 PER YEAR; AND PROVIDING AN
12 EFFECTIVE DATE.
13
14
15 WHEREAS, City staff has been working to decrease the City's ongoing telephone
16 service charges; and
17 WHEREAS, the City has been using PAETEC, a Windstream Company, for most
18 of its long distance services which has proven to be less expensive than other carriers; 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 and authorize the City
21 Manager to execute a thirty -six (36) month Service Agreement between the City of Boynton
22 Beach and PAETEC, a Windstream Company, for long distance service.
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
24 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
25 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
26 being true and correct and are hereby made a specific part of this Resolution upon adoption
27 hereof.
28' Section 2. The City Commission of the City of Boynton Beach, Florida does
29 hereby approve and authorize and direct the City Manager and City Clerk to execute a
30 thirty -six (36) month Service Agreement between the City of Boynton Beach and PAETEC,
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a Windstream Company, for ongoing long distance service, a copy of the Service Agreement
2 is attached hereto as Exhibit "A ".
3 Section 3. This Resolution will become effective immediately upon passage.
4 PASSED AND ADOPTED this. day of March, 2013.
5
6 CITY OF BOYNTON BEACH, FLORIDA
7
8
9 /-
10 Mayor — Woodrow L. Hay
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12
13
14 ice Mayor — Mack McCray
15
16
17 � ' A
18 mmi r ` Taylor
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21 " ..,�•' :.mil
22 ommissione — S even Holzman
23
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26 Commis ner — Way4 Segal
27 ATTEST:
28
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31 idir ., ji •
32 11, et M. Prainito, MMC
33 ity Clerk
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Opportunity # 670702, Quote # 848197
SERVICE AGREEMENT
windstream.
The term of this Agreement is for 36 months ( "Term ") Customer agrees to a Minimum Monthly Fee of $392 00 All
600 WillowBrook Office Park services provided are subject to the terms and conditions below and on the attached Rate Schedule(s)
Fairport, NY 14450
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Customer Name: CITY OF BOYNTON BEACH - GSA #GS- 35F -0016T
Service Address: 100 E BOYNTON BEACH BLVD, BOYNTON BEACH, FL 33435
Billing Address: 100 E BOYNTON BEACH BLVD, BOYNTON BEACH, FL 33435
Contact Name: John McNally Contact Phone: 561 - 742 -6000 Contact Fax:
Services to be provided at above location unless different address(es) are indicated on Proposal(s) or Service Schedule Company's commitment to provide
Services is subject to approval of Customer's credit, approval of the suitability of Customer's premises, and receipt of all paperwork
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Access Loop Trunks
THIS AGREEMENT ( "Agreement ") is made and entered into as of ("Effective Date ") by and between CITY OF BOYNTON BEACH - GSA
#GS- 35F -0016T ( "Customer ") and the Windstream legal entities) providing the Services to Customer, as identified on Customer's bill ("Company ") The Parties
agree as follows
1. Term and Renewal. This Agreement and its Proposal(s) and /or Service Schedules ( "Proposals ") incorporated herein by reference ( "Agreement ") are
effective on the Effective Date set forth above and will continue for the term set forth in the Proposal from the date that Services are installed until either
terminated pursuant to the provisions below or replaced with a new agreement (the "Term ") Upon expiration of the Term, this Agreement will
automatically renew for successive one -year terms (each, a "Renewal Term ") until terminated or cancelled pursuant to its terms In the event a
Customer provides written notice of its intent not to renew but does not terminate Services hereunder, Company shall have the option of continuing to
provide such Services on a month to month basis, priced at Company's then current monthly rates
2. Charges for Services; Billing and Payment; Credits. Customer is responsible for paying all charges that apply to the Services ordered on a Proposal or
used on a per -use basis by Customer, including items such as features, installation, labor, repair, long distance, and directory or operator assistance as
specified on the Proposal or set forth in Company's Price Lists or Tariffs Customer is responsible for taxes, surcharges, fees, and assessments that apply
to the sale and use of Services, including how those may change in the future Company will bill Customer monthly for the Service, payable on receipt of
the bill notice Billing at a location will begin upon the earlier of (i) the Installation Date (which may be the date administrative access to certain software -
based Services is granted to Customer), or (n) 30 days after delivery of the applicable facility and/or equipment to the Customer premises (if the delay in
connection of the facility and /or equipment is due to Customer or its agent), however, Company may choose to bill in full monthly increments with no
proration for partial service periods when service either starts or ends in the middle of a billing cycle In certain service areas, paper bills are available only
upon request and for a monthly charge and billing for usage will round up to the next cent If Customer authorizes payment by credit or debit card, then
Company will not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing COMPANY
RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING CHARGES ( "MRCS ") ON AT LEAST 30 DAYS' NOTICE AND
OTHER RATES AT ANY TIME. For Company's business -grade local and long distance voice telecommunications services, T1 and higher facility network
Internet access and private networking services, Customer will receive a credit of 1 /30th of the monthly recurnng charge (MRC) for that month for each day
that Customer has a Service Outage, defined below Only the Service affected by the Service Outage will be eligible for a credit Credit is based upon the
length of time the customer is without Services Credits in any single month cannot exceed the MRCs for Service that was affected by a Service Outage in
that month For purposes of this Agreement, a "Service Outage" is defined as the complete inability to (i) make or receive calls, (11) access the Internet for
the purpose of sending or receiving Internet traffic, and (iii) send or receive data across a Company supported private network Company is not responsible
for failure to meet performance objectives for any of the following reasons (i) Actions, failures to act or delays by customer or others authorized by the
Customer to use the Service, (ii) Failure of power, equipment, services or systems not provided by Company including but not limited to other providers'
networks and interconnections to or from and connectivity with other Internet Service Providers' networks, (in) Customer owned or leased equipment or
facilities (i e , Customer's PBX, Local Area Network (LAN), (iv) During any period in which Company or its agents are not afforded access to the premises
where access lines associated with the Services are terminated or the Customer elects not to release the Services for testing and /or repair and the
Customer continues to use Services, (v) Maintenance (planned or emergency) or implementation of a Customer order that requires a Services interruption
(Company reserves the right to schedule maintenance and upgrades to the network 7days a week from 12a m to 6a m in the local time zone of the area
being worked on without prior notice to Customer or upon reasonable advance notice outside these time frames), (vi) When a Service Outage has not been
reported to Company or where there is a trouble reported, but no trouble found, and (vu) Labor difficulties, governmental orders, civil commotion, acts of
God and other circumstances beyond Company's reasonable control
3 Disputes To dispute a bill, Customer must do so in good faith and deliver to Company in writing the specific bans for such dispute within 30 days after the
date on the bill If Customer does not follow this dispute process, the dispute shall be deemed waived Each party has the right to discuss issues directly
with the other party and Company may refuse to discuss issues through Customer's external representative
4. Partial Payments; Late Payments. Company may accept any payments Customer marks as being "payment in full" or as being settlement of any dispute
without waiving any nghts Company has to collect the full payments from Customer Customer is responsible for paying all costs and fees Company incurs
as a result of collecting Customer's unpaid charges If Company does not receive full payment when due or does not receive payment in immediately
available funds, Company will add a late payment fee to the amounts owed and will calculate such fee as the total owed times interest at the maximum rate
allowable by law
5. Credit and Deposits. Customer authorizes Company to ask credit - reporting agencies for Customer's credit information Company may require Customer to
submit an initial security deposit and /or advance payment and an additional deposit and /or advance payment if Customer increases Services or Customer's
credit rating changes The deposit will be refunded if satisfactory credit has been established or upon termination of this Agreement for any reason, except
that Company at its discretion may apply the deposit to any amount due and unpaid by Customer
Page 1 of 10 Customer Initials
6. Services Location; Moves. Customer is responsible for providing an environment that is suitable for the Services, including equipment that is compatible
with Company's network Customer shall provide Company with the correct address to obtain Services because Company relies on such information to
determine which taxes, fees, surcharges and assessments apply to Services If Customer does not provide a valid address, Customer will be responsible
for any resulting taxes, fees, surcharges, assessments and penalties related thereto Customer will notify Company if Customer's address changes, in
which case Company may either (a) terminate the affected Services, or (b) allow Customer to provide 60 days' advance notice to Company to move
Services to a new location and pay any applicable installation charges Customer will enter into a new Agreement for such new location or Company will
apply the liquidated damages set forth in Section 14 for the terminated location Charges could apply and monthly fees may be affected for moves
7 Company Provided and Owned Equipment. Any equipment installed by Company on Customer's premises that is not the subject of a sale or lease to
Customer (such as the CSU /DSU, interface cards, Channel Bank and routers, if applicable) shall remain at all times the property of Company Equipment
shall remain in good condition, less normal wear and tear Company shall be responsible for the maintenance and repair of the equipment unless it is
damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse Company for the cost of any
necessary repairs Customer shall provide Company reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise If
Company does not have access to Customer's premises within 30 days after Customer terminates with Company, Customer shall reimburse Company for
the full purchase price of the equipment as well as any attorneys fees and costs
8. Disconnection of Current Provider; Special Construction; Third Party Charges. Customer is solely responsible for disconnecting Services with its
current service provider Company is not responsible for any charges assessed against Customer by such provider Customer shall pay all charges if
Company or a third party provider is required to extend the demarcation point or undertake special construction for Customer Unless Company specifically
agrees in writing to undertake equipment installation and maintenance work, Customer is responsible for all charges assessed by its phone system vendor
and other third parties in connection with the installation of the Services and Company shall have no responsibility for maintenance or repair of same
9. Internet. Company cannot guarantee speeds or uninterrupted, error -free service Internet speeds are distance and location- sensitive and speed will vary
based on factors such as the condition of wiring inside a specific location, computer configuration, network or Internet congestion, the server speed of the
Web sites accessed, and other factors
10. Google. IF CUSTOMER SUBSCRIBES TO GOGGLE SERVICES THROUGH COMPANY, CUSTOMER WILL BE REQUIRED TO COMPLETE A CLICK -
THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT
http: / /www windstream.com /legal /Google Apps Premier Edition License pdf PRIOR TO USING THE RELEVANT SERVICES. Company may
cancel Google Services at any time on 30 days' notice and, at Company's option, may either terminate such Google Services altogether or move
Customer to a similar platform In the event that Company or Customer terminates the Google Services or downgrades or cancels Google Services,
Customer is solely responsible for downloading all of its information to its computer within 30 days
11. American Recovery and Reinvestment Act (ARRA) Customer must notify Company of all restrictions, requirements and reporting obligations to which
Company could become subject pursuant to the ARRA before Company provisions Services to Customer Customer will not use ARRA or stimulus funds,
grants or loans, in whole or in part, to support its performance under this Agreement without Company's prior written consent regarding any specifically
applicable ARRA terms If Customer fails to provide such prior written notice to Company of ARRA or stimulus funding or if Company does not consent to
the use of such funding, then Company has the right, in its sole discretion, to reject any order or terminate this Agreement and/or any applicable Services,
without liability or obligation to Company
12. Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution. THIS AGREEMENT IS SUBJECT TO AND INCORPORATES
THE FOLLOWING BY REFERENCE, AS THEY MAY CHANGE FROM TIME TO TIME: (I) THE TERMS AND CONDITIONS OF THE TARIFFS FILED
WITH STATE PUBLIC SERVICE COMMISSIONS; (II) THE FCC OR STATE WEB- POSTED PRICE LISTS OR TERMS AND CONDITIONS (EITHER
"PRICE LISTS ") POSTED AT http. / /windstream com/ documents /detariffedservices • pdf; (111) FOR INTERNET, THE "ACCEPTABLE USE POLICY"
POSTED AT http: / /www2.wmdstream. net /customersuppart/useraguide /accept /accept.html AND THE "PRIVACY POLICY" POSTED AT
http: // www .windstream.com /privacy.aspx; AND (IV) IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED SERVICES (I.E., ONLINE BACK UP
SERVICES, TECH HELP, ETC), CUSTOMER WILL BE REQUIRED TO CLICK - THROUGH AGREEMENTS RELATED TO THOSE SERVICES (CLICK -
THROUGHS) PRIOR TO ACCESSING SUCH SERVICE, WHICH SHALL BE DEEMED PART OF THIS AGREEMENT. This Agreement, the documents
incorporated by reference and any Customer Addendums entered between the parties constitute the Parties' entire Agreement This Agreement and any
Addendums hereto may be amended only in a writing signed by authorized representatives of each party This Agreement and its incorporated documents
supersede any and all statements or promises made to Customer by any Company employee or agent In the event of any conflict between the provisions
of this Agreement and any of the documents incorporated by reference, the provisions of the Google License shall control for Google Services, followed by
the Tariffs and Price Lists or Value -Added Services click- through agreements for applicable Services, this Agreement and then the Acceptable Use and
Privacy policies This Agreement may be signed in counterparts, and facsimile or electronic scanned copies may be treated as original signatures
Company also may execute this Agreement via a verifiable electronic signature
13. Termination. Either party may terminate this Agreement by providing at least 30 days' notice pnor to the end of the initial Term or a Renewal Term or if the
other party is in breach of any material provision of this Agreement and such other party fails to cure within 30 days after written notice Notwithstanding,
unless prohibited by law, in the event of nonpayment, the breaching party shall have 10 days to cure after written notice Customer's right to terminate for
cause is limited to termination of the affected Services at the affected location only Company may limit, interrupt or terminate Services immediately if (a)
after any required notice, Customer has not paid for Services, or (b) Customer uses the Services in an adverse manner that affects Company's network or
other customers, qr (c) Customer or others have used the Services fraudulently or unlawfully while on Customer's premises or while the Services are under
Customer's control, or (d) Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of
Services, Qr (e) Customer resells any Services or uses the Services to aggregate other persons' traffic, Q (f) Customer uses the Services for its own end
users and /or customers as a telecommunications provider or any other kind of provider In addition to the termination rights of Company set forth above, if
Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services (including, but not
limited to, circumstances in which Company is receiving traffic from Customer that originates from a location other than the local calling area associated
with the customer's service location, when 10% or more of Customer's calls are 6 seconds or less, and /or when more than 40% of call attempts are
uncompleted per trunk group and DSO /DSO equivalent), company may (v) charge long- distance charges for such traffic and any additional charges
necessary to recoup its administrative costs and any charges from other carriers, (w) charge an additional price per minute in Company's discretion for each
call that violates this provision, (x) restrict or cancel use or convert customer to another plan, (y) require customer to pay for the excessive use immediately
and make a deposit, and/or (z) void any applicable price guarantee Company may restore service if customer corrects the violation and pays all
outstanding amounts owed, including restoration charges For Ethernet Internet Access services and MPLS - Virtual Private NetworkNirtual LAN Services,
Company shall venfy the availability of facilities, and in the event that Company determines in its sole discretion that facilities are not economically or
technically feasible, Company has the right to terminate this Agreement without liability
Page 2 of 10 Customer Initials
14. Effect of Termination.
a Pre - Installation- If Customer terminates this Agreement after the Effective Date but prior to the installation of Service(s), Customer will pay
Company a Pre - Installation Cancellation Charge (Cancellation Charge) equal to three months of MRCs except that if Company's costs to other providers
are greater than this amount, Customer shall also reimburse Company for such costs Customer agrees that the Cancellation Charge is a reasonable
measure of the administrative costs and other fees incurred by Company to prepare for installation The Cancellation Charge set forth in this Section 14(a)
is in lieu of the charges set forth in 14(b) below for post - installation cancellations
b Post - Installation CUSTOMER UNDERSTANDS THAT ITS RATES ARE BASED UPON ITS COMMITMENT TO PURCHASE SERVICES FOR
THE TERM OR RENEWAL TERM. AS SUCH, IF CUSTOMER TERMINATES THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER
AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS A RESULT OF
COMPANY'S TERMINATION FOR CUSTOMER'S BREACH, CUSTOMER SHALL PAY TO COMPANY AS LIQUIDATED DAMAGES, AND NOT AS A
PENALTY, AN AMOUNT EQUAL TO 100% OF THE MRCS MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN - CURRENT TERM
OR RENEWAL TERM ( "LIQUIDATED DAMAGES "). CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO
DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE
INCURRED BY COMPANY, INCLUDING BUT NOT LIMITED TO ACTUAL EXPENSES INCURRED BY COMPANY TO INITIATE OR TERMINATE THE
SERVICES, THIRD PARTY COSTS, USE OF LIMITED NETWORK RESOURCES, INSTALLATION CHARGES WAIVED AND ANY DISCOUNTS OR
CREDITS GRANTED. If Customer's Proposal includes Monthly Minimum Charges or Fees ( "MMCs" or "MMFs ") and Customer terminates or disconnects
less than the entirety of its Services such that its actual usage at a location falls below the MMC or MMF for that location, Customer will pay the MMC or
MMF every month in lieu of the Liquidated Damages set forth above If Customer's Proposal does not includes MMCs or MMFs and Customer terminates or
disconnects less than the entirety of its Services such that its actual usage at a location falls below 50% of its original contracted rate for that location,
Customer will pay 50% of the MRCs every month in lieu of the Liquidated Damages set forth above Additionally, if Customer received a bundled rate for
the disconnected Service(s), then Customer's charges may be adjusted by Company to the unbundled service rates
15. Limitation of Liability and Indemnity. FOR PURPOSES OF THIS SECTION, DISCLAIMER OF WARRANTIES, AND EMERGENCY . CRITICAL LINES
PROVISIONS, "COMPANY" INCLUDES ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS,
AND ANY ENTITY ON WHICH BEHALF COMPANY RESELLS SERVICES. COMPANY'S LIABILITY FOR SERVICES PROVIDED UNDER THIS
AGREEMENT WILL NOT EXCEED CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS. IF CUSTOMER'S SERVICE IS
INTERRUPTED, COMPANY'S LIABILITY WILL BE LIMITED TO A PRO -RATA CREDIT FOR THE PERIOD OF INTERRUPTION. UNDER NO
CIRCUMSTANCES WILL COMPANY BE LIABLE FOR ANY ACCIDENT OR INJURY CAUSED BY SERVICES, ANY INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS
DATA), ANY PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICE, OR ATTORNEY'S FEES OR FOR ANY DELAY OR
FAILURE TO PERFORM UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SERVICE INTERRUPTIONS) DUE TO CAUSES BEYOND
COMPANY'S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO, STRIKES, LOCKOUTS, OTHER LABOR UNREST, CABLE CUTS OR
COMMON CARRIER DELAYS. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT
COMPANY'S LIABILITY AS PROVIDED HEREIN. EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD -PARTY CLAIMS ARISING OUT OF THE
INDEMNIFYING PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT.
COMPANY IS NOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO COMPANY'S
NEGLIGENCE OR GROSS MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL USAGE, CHARGES, AND LIABILITY INCURRED FOR SUCH
LOSS, MISUSE, OR THEFT OF SERVICES WHILE IN CUSTOMER'S CONTROL, REGARDLESS OF WHETHER/WHEN COMPANY NOTIFIES
CUSTOMER OF INCREASED USAGE.
16. Disclaimer of Warranties. SERVICES ARE PROVIDED ON AN "AS IS" AND "AS- AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON - INFRINGEMENT OR IMPLIED WARRANTIES OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY ARISING BY COURSE OF TRADE, COURSE OF DEALING OR
COURSE OF PERFORMANCE, ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER's requirements OR ANY WARRANTY
REGARDING THE QUALITY, CONTENT, ACCURACY OR VALIDITY OF THE INFORMATION OR DATA RESIDING ON OR PASSING THROUGH OR
OVER THE NETWORK AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, BROADBAND SPEEDS,
TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEED. NO ORAL OR WRITTEN ADVICE OR
INFORMATION BY COMPANY'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY
ON ANY SUCH INFORMATION.
17. Emergency. Critical Lines. CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT PROVIDE ACCESS TO 911 OR TRANSMIT THE
LOCATION OR EXTENSION IF CUSTOMER ATTEMPTS TO ACCESS 911 IN AN EMERGENCY, Examples include voice over Internet protocol,
Centrex, and private branch exchange Additionally, because T1s and VoIP can cease operating during a power outage, Customer should have a basic
business or copper line for elevator, alarm, E911 and other critical functions By signing this Agreement, Customer acknowledges that Customer has read
this disclosure By proceeding with use of Services, Customer assumes all responsibility and nsk of harm, loss, or damage in the event that 911 access
fails, is not possible, or does not provide the address, correct address, extension or other information to emergency authorities
18 Confidentiality. Except when this Agreement is required to be filed with a governmental authority or as may otherwise be required by local, state or
federal freedom of information laws, the Parties agree that this Agreement contains proprietary and confidential information and shall not be disclosed
publicly to any third party except the such dealer(s) or agent(s) of Company that are negotiating with Customer in order to execute this Agreement
19. Telephone Numbers. In no event shall Company be liable for (i) any telephone numbers published or distributed by Customer prior to acceptance of
Service at all of the locations covered under the Agreement, or (ii) for any directory publishing error
20. Miscellaneous. (a) Notices and Electronic Communications Any notice pursuant to this Agreement must be in writing and will be deemed properly given
if hand delivered, mailed or faxed to Customer at the address populated above or to Company at Windstream, Attn Correspondence Division, 1720
Galleria Blvd , Charlotte, NC 28270, Windstreambusinesscustomersupport@ wndstream com or at such other address provided to the other party
CUSTOMER AGREES THAT COMPANY MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING COMPANY'S SERVICES; (b)
Applicable Law This Agreement is subject to applicable federal law and the laws of the state in which the Services are provided, without regard to that
state's conflict of laws principles If this Agreement covers multiple states, then it is subject to Delaware law, without regard to its conflict of law principles,
(c) Waiver of Jury Trial EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT. (d) Assignment Either party may assign this Agreement to an affiliate or acquirer of all or substantially all of its assets without
any advance consent from the other party but Customer shall provide Company with notice and complete all paperwork necessary to effectuate any change
in ownership or other account changes Otherwise, Customer may not assign its rights and obligations under this Agreement without Company's advance
written consent Any attempted assignment in violation of this provision is void, (e) Third Party Beneficiaries No third party shall be deemed a beneficiary of
this Agreement, (f) Waiver Either party's failure to enforce any right or remedy available under this Agreement is not a waiver, (g) Severability If any part of
this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, (h) Survival Sections 14 through 20
survive after this Agreement ends, (i) Handwritten Changes Handwritten changes are not binding on either party, (j) Use of Products in U S Customer
acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U S export laws and
regulations Customer shall not use, distribute, transfer, or transmit the products, services or technical information (even if incorporated into other products)
except in compliance with U S export laws and regulations At Company's request, Customer shall sign written assurances and other export- related
documents as may be required for Company to comply with U S export regulations, (k) Representation on Authonty of Parties /Signatories Each person
signing this Agreement represents and warrants that he or she is duly authorized in accordance with its corporate governance documents and has legal
capacity to execute and deliver this Agreement Each party represents and warrants to the other that the execution and delivery of the Agreement and the
performance of such party's obligations hereunder have been duly authorized in accordance with its corporate governance documents and that the
Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms
Page 3 of 10 Customer Initials
SERVICE SPECIFIC PROVISIONS:
For Dynamic IP Services only:
Customer represents and warranties that it will immediately notify and post alternative dialing instructions to its end -users if any restrictions or limitations to
access emergency 911 services a result from its actions including but not limited to (a) Extending the origination of outbound calling capabilities of the
Dynamic IP service outside of the Company Dynamic IP- serviceable area by means of private circuits, wireless service, public networks, the public Internet
or other means, (b) Implementing call routing schemes within its applications, systems or networks which may prevent access to emergency services, or (c)
Implementing call routing schemes within it applications, systems or networks which may route outbound emergency 911 calls to Public Service Answering
Points (PSAPs) other than the PSAP servicing the calling party end -user location Customer agrees to indemnify and hold Company harmless from all
claims, causes of action, damages and judgments arising from restrictions or limitations to access emergency 911 services as a result of customer's
actions or inactions in ensuring that all 911 dialed calls are routed to the proper PSAP using Company's dynamic IP service
For Managed CPE Firewall Services only:
Authorization to Perform Testing. Certain laws and regulations prohibit the unauthorized penetration of computer networks and systems Customer hereby
grants Company the authority to access Customer's networks and computer systems solely for the purpose of providing the Managed CPE Firewall
Service Customer acknowledges that the Managed CPE Firewall Service constitutes permitted access to Customer networks and computer systems In
the event one or more of the IP Addresses Customer gives to Company are associated with computer systems that are owned, managed, and/or hosted by
a third party service provider ( "Host"), Customer agrees to (i) notify Company of such Host arrangement poor to the commencement of any Managed CPE
Firewall Service, (ii) obtain Host's written consent for Company to provide the Managed CPE Firewall Service on Host's computer systems, which includes
acknowledgement of the risks and acceptance of the conditions set forth herein, (iu) provide Company with a copy of such consent, acknowledgement and
acceptance, and (iv) facilitate any necessary communications and exchanges of information between Company and Host in connection with the Managed
CPE Firewall Service Customer agrees to indemnify, defend and hold Company and its suppliers harmless from and against any and all claims, losses,
liabilities and damages, including reasonable attorneys fees that arise out of Customer' s failure to comply with this section Customer will indemnify and
hold Company and its suppliers harmless from any and all third party claims that arise out of the testing and evaluation of the security risks, exposures, and
vulnerabilities of the IP Addresses that Customer provides Customer acknowledges that the Managed CPE Firewall Service entail certain risks including
the following possible negative impacts (i) excessive log file disk space may be consumed due to the excessive number of log messages generated by the
Managed CPE Firewall Service, (ii) performance and throughput of networks and associated routers and firewalls may be temporarily degraded, (vi)
degradation of bandwidth, and (iv) Customer computer systems may hang or crash resulting in temporary system unavailability and /or loss of data
With regard to any software components of the Firewall Device, Customer agrees it will not (i) use or make any copies of the software, (11) reverse
engineer, decompile, or disassemble the software, (is) sell, resell, transfer, license, sublicense, or distribute the software, or (iv) create, write, or develop
any derivative software or other software program that is based on such software Customer agrees to indemnify, defend and hold Company and its
suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees, which arise out of Customer's
failure to comply with the foregoing
For Private IP VPN Services only:
Encryption For the IPSec Private IP -VPN Managed solution, Company shall provision and maintain the IPSec tunneling with standard publicly released
and generally available encryption software (i e , currently 3DES encryption) between Customer's Remote Sites and the Hub Location Customer shall be
responsible for registering for and supplying to Company any non - standard encryption software and for complying with all use obligations and restrictions
related to such non - standard encryption software (including without limitation export restrictions)
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the Effective Date
Accepted By Customer Authorized by PAETEC, a Windstream company
Signature Signature
Printed Name Printed Name
Title Title
Date Date
This offer is voidable by PAETEC if not signed and retumed to PAETEC by the 28th day of April, 2013
Page 4 of 10 Customer Initials
ADDITIONAL TERMS SCHEDULE
Opportunity # 670702, Quote # 848197
In addition to the terms and conditions contained in the Service Agreement ( "Agreement ") between PAETEC ( "PAETEC ") and CITY OF
BOYNTON BEACH - GSA #GS- 35F -0016T ( "Customer") and all other schedules thereto, the following terms and conditions apply These
Additional Terms shall take precedence over any conflicting provision of the Agreement, including any conflicting provisions contained on the
first page of the Agreement and/or any conflicting provisions contained in the Standard Terms and Conditions ( "Standard Terms ") or any other
Agreement schedule, including those referenced on the PAETEC website
1 Removal of Evergreen The automatic renewal provision in the Agreement shall be revised to read as follows. "After expiration of the
Term, the Agreement shall continue on a month to month basis with the Services priced at PAETEC'S then current monthly rates until
canceled by either Party upon sixty (60) days written notice to the other Party "
The individual signing the Agreement on behalf of Customer is duly authorized to do so
Accepted By Customer Authorized by PAETEC. a Windstream company
Signature Signature
Printed Name Pnnted Name
Title Title
Date Date
Page 5 of 10 Customer Initials
SERVICE LOCATION SUMMARY
windstream.
PAETEC, a Windstream company
Service Location Listing - Monthly Recurring Charges
Primary Billing Account CITY OF BOYNTON BEACH - GSA #GS- 35F- 0016T, #4448221
Quote # 848197
PAETEC Representative Kitchen, Lisa K Rep ID 497712
Location Name & Service Address Access Voice Total
CITY OF BOYNTON BEACH - GSA #GS- 35F -0016T
100 E BOYNTON BEACH BLVD,
BOYNTON BEACH, FL 33435 $0 00 $392 00 $392.00
1111111MIEMINI•11 7379
The information set forth on this Service Location Listing sets forth the total Monthly Recurring Charge(s) ( "MRC ") for each Service Location
covered under the Agreement For the breakdown of MRC charges for each Service Location, along with site specific Usage Fees and Non -
Recurring Fee(s) ( "NRC "), please refer to the site specific Rate Schedule for each Service Location. By signing below, Customer
acknowledges that it has received and reviewed the site specific Rate Schedule(s) to the Agreement, and agrees to the information set forth
therein
The individual signing the Agreement on behalf of Customer is duly authorized to do so
Accepted By Customer A thin -. • P' ET - Win. tr-.m
Signature Signature
Printed Name Printed Name
Title Title
Date. Date.
Page 6 of 10 Customer Initials
RATE SCHEDULE
wi ndstream.
PAETEC, a Windstream company
s x, xa,e
a �
Customer Name CITY OF BOYNTON BEACH - GSA #GS- 35F -0016T EAN (Account Number) 4448221
Install Street Address 100 E BOYNTON BEACH BLVD City, State, Zip BOYNTON BEACH, FL, 33435
Opportunity ID 670702 Proposal / Quote ID 848197
Contract Term 36
included
�d.raw
Access Loop
On Net T1 -- 1 $0 00 $0 00
Trunks
20 DID Station Numbers * -- 1 $6 00 $6 00
Caller ID - Number + Name Charge -- 1 $3 25 $3 25
FSLC Charge * -- 5 $9 20 $46 00
PRI Trunk Port -- 1 $336 75 $336 75
Total Features $392.00
s initial dit Call
r- Rate Rate increment increment Rounding
Regional Long Distance Charges 6 sec 6 sec 2 digit t
In State Long Distance Charges 0 0200' 6 sec 6 sec 2 digit t
Out of State Long Distance Charges 0 0200' 6 sec 6 sec 2 digit t
Unlimited LATA Wide Calling
v1"4111't *+ . C , r r r N ;' , ,.. t a a }a, _€CU i , - » ° �"§- -�^ r TMem v 3 Total City
e � a +� , s ,� b a� `�+v��.�r -ae� a T �'
Trunks
PRI Trunk Port -- 1 $0 00 $0 00
Total Other Charges (Non - Recurring) $0.00
Total Monthly Recurring Charges $392.00
Total Non - Recurring Charges $0.00
In the event Customer's Services include fees associated with installing enterprise data products, including but not limited to, Ethernet Internet Service, MPLS,
Hosted VoIP, VoIP and Data, Managed Security or Managed Router, and unless a Proposal provides otherwise, fifty percent (50 %) of Customer's non - recurring
costs ( "NRCs ") shall be paid by Customer on the Effective Date, prior to Company starting any work to install the Services The remaining fifty percent (50 %) of
the NRCs shall be paid upon receipt of the first invoice after billing has started pursuant to this Section Customer's NRCs, if any, will be identified in the
Proposal If this is a change or addition to Services currently received by Customer at the service location fisted on this Proposal, this Proposal supersedes the
existing Proposal or Service Schedule related to the location and the term set forth herein begins upon the earlier of (i) the Installation Date (which may be the
date administrative access to certain software -based is granted to Customer), or (11) 30 days after delivery of the applicable facility or equipment to the Customer
premises (if the delay in connection of the facility and /or equipment is due to Customer or its agent) For existing customers, any rate or Product changes
( "Changes ") will be effective at the start of the next billing cycle after the Changes have been made, which could be at feast two bill cycles from the date of this
Proposal
Rates listed within the Usage Rates section are applicable for all locations, unless otherwise noted on the individual Service Location listing in the Usage Rates
sub - section
Notes 1 - Per Minute 2 - Per Call 3 - Per Minute per Participant
* Rates are subject to change on 30 days notice via bill message on customer's invoice
** Additional charges apply for all local, long distance and 8XX features, network access charge, router maintenance, CPE maintenance and directory listings
For the current features pricing, go to http / /www paetec com /about -us /notice
* ** Amounts listed are reasonable approximations based on initial proposal Actual amounts shall depend on final lease amount set forth in the Customer's
Lease Agreement
t Each call is billed to two decimal places and rounds the billed amount for each call up to the nearest whole cent
Page 7 of 10 Customer Initials
APPLICATION FOR CREDIT
Representative Kitchen, Lisa K
VV'Odstre000. Representative Phone. 561472-6581
� � , �l - /�������������� �������.r:
Customer Name
CITY OF8OYNTON BEACH ' GSA #GG-35F' Tax Exempt Status
OO1OT
Federal Tax ID or SS Number EMR $392 00
Notice Address 100 E BOYNTON BEACH BLVD Years In Operation:
Number Of Employees
-
City BOYNTON BEACH
State: FL Zip 33435 Business Structure
Nature Of Business
«.�`'~' r / `����~- « ~ ° 7,„,"^I,;17%77777��� 7 1 ^ 4771` , 7, 777 / ��/ � 1M77-70:4777714 �A2f,
Company Name
Address
City State Zip
. . `
Contact Name Cathy McDeavitt AP Contact Name
Contact Phone. 581-742-6070 AP Contact Phone
Contact Fax. AP Contact Fax:
Contact Email AP Contact Email
Principal/Partner/Officer Full Name Title.
, ' '' � � `� .~���~ ^�* ��-��"�*�m��� ' « 7 / 7 '' - 'r ,-if q0 0 '11' 7 ;747474%7 -74 ' 1 7 1 7 ' 71'' 7�*14„k
Bank Name
Address Barik Contact Name
Bank Contact Phono�
City: �
State- Bank Contact Fax.
Zip Account Number
„ ' �� /� � ' n'
Vendor Account Number Phone Fax Contact
Address
2
Address
3
Address
Current Local TeIco Current LD Carrier:
Authorization Accepted By Customec
1 hereby represent that 1 am authorized to submit this application on behalf Signature
of the Customer named avovo, and the information provided is for the
purpose of obtaining credit and is warranted to be true |omohomuy pnntod
eumonzopAsTso. uvvmuotreamcompany, and its affiliates minvestigate
the references Iisted pertaining to my/our credit and financial responsibility Title
sold | further represent that the customer applying for credit has the
financial ability and willingness to pay for all invoices with established Date.
terms
Page 8 of 10 Customer Initials
windstream®
PAETEC COMMUNICATIONS, INC. LETTER OF AUTHORIZATION
I am the Customer of Record or the Authonzed Representative responsible for payment for each of the telephone numbers listed herein I appoint PAETEC
Communications, Inc , on behalf of itself and its affiliates* ( "PAETEC ") a Windstream company to act as my agent for the purpose of collecting account
information (including service records and equipment listings) and implementing the change(s) authorized on this document and to investigate my credit history
to the full extent permitted by applicable law I understand that I may only select one local exchange camer and one primary interexchange carrier for any one
telephone number for the services selected below, Further, I understand that my current local exchange provider may charge a per -line fee for changing long
distance carriers Other charges for switching local exchange carriers may apply
When accompanied by a signed service agreement, I authorize PAETEC to act as my agent for the purposes of coordinating, ordering, and /or converting of the
specific telecommunications service(s) that my existing telecommunications carner(s) provide to me I hereby authorize the change of my telecommunications
carner(s) from that/those which 1 am currently using to PAETEC for each of the service types that I have designated below and in my service agreement This
includes without limitation the removal, addition, rearrangement or conversion of those telecommunications services to PAETEC I acknowledge that I must not
cancel service with my current provider until the port process to PAETEC is complete To the extent I have any duplication of service with my current provider, I
understand that I am responsible for canceling such service with my current provider upon completion of service activation with PAETEC
INSTRUCTIONS: LIST ALL APPLICABLE BILLING TELEPHONE NUMBERS ( "BTNs and all associated telephone numbers ") IN TABLE
2 BELOW OR LIST THE MAIN BILLING TELEPHONE NUMBER BELOW AND ATTACH A DOCUMENT IDENTIFYING ALL ASSOCIATED
TELEPHONE NUMBERS SUBJECT TO THIS LOA; THEN MARK EITHER TABLE 1 OR COMPLETE THE REMAINDER OF THE BLOCKS
IN TABLE 2.
I hereby select PAETEC as my primary provider of:
(1) ALL of the services selected in Table 1 below for all the BTNs listed in Table 2 below:
Table 1
Local Service j IntraLata Toll Service In -State Long Domestic Long International
Distance Distance
❑ ❑ ❑ ❑ ❑
OR
(2) on a per line basis, only the selected services for the following BTNs:
Table 2
BTN (Billed Telephone Number) (use additional Local Service IntraLata In -State Long Domestic Long International
sheets for more BTNs) Toll Service Distance Distance
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
❑ ❑ ❑ ❑ ❑
THIS AGREEMENT WILL REMAIN IN EFFECT UNTIL REVOKED IN WRITING BY THE CUSTOMER.
Authorized Customer Signature: Date:
Customer Name: Telephone Number:
Customer Address: Federal Tax ID Number:
City, State, Zip: D.B.A (if applicable):
*or the following Windstream companies US LEC CORP d /b /a PAETEC Business Services, US LEC COMMUNICATIONS L L C d /b /a PAETEC Business
Services, US LEC OF ALABAMA LLC d /b /a PAETEC Business Services, US LEC OF FLORIDA LLC d /b /a PAETEC Business Services, US LEC OF GEORGIA
LLC d /b /a PAETEC Business Services, US LEC OF MARYLAND LLC d /b /a PAETEC Business Services, US LEC OF NORTH CAROLINA L L C d /b /a PAETEC
Business Services, US LEC OF PENNSYLVANIA L L C d /b /a PAETEC Business Services, US LEC OF SOUTH CAROLINA L L C d /b /a PAETEC Business
Services, US LEC OF TENNESSEE L L C d /b /a PAETEC Business Services, US LEC OF VIRGINIA L,L C d /b /a PAETEC Business Services, PAETEC
Communications of Virginia, Inc , McLeodUSA Telecommunications Services, L L C d /b /a PAETEC Business Services and McLeodUSA Information Services,
L L C , Intellifiber Networks, Inc , Cavalier Telephone L L C d /b /a PAETEC Business Services, Cavalier Telephone Mid - Atlantic L L C d /b /a PATEC Business
Services, Talk America, Inc d /b /a Cavalier Telephone and PAETEC Business Services Talk America of Virginia, Inc , d /b /a Cavalier Telephone and PAETEC
Business Services, LDMI Telecommunications, Inc d /b /a Cavalier Telephone and PAETEC Business Services, Network Telephone Corporation d /b /a PAETEC
Business Services, The Other Phone Company, Inc d /b /a PAETEC Business Services
Page 9 of 10 Customer Initials _
windstream.
PAETEC, a Windstream company
Unlimited LATA Wide Calling Normal Use Policy
Unlimited LATA Wide Calling service is provided pnmanly for live conversations between two individuals within your Local Access Transport
Area (LATA) Unusual calling patterns, excessive call forwarding, excessive numbers dialed and /or consistent excessive usage will be
considered indicators that your use may be inconsistent with normal use by other PAETEC customers subscribing to IntraLATA service If it is
determined that your usage is inconsistent with normal usage you will be required, at PAETEC's discretion, to (a) pay the rates for the service,
feature or plan that would apply to the way you used the service, feature or device, (b) change to a more appropriate plan or (c) terminate the
plan.
Page 10 of 10 Customer Irntials