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R14-119
i 11 RESOLUTION NO. R14 -119 ` A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING A MASTER SERVICES AGREEMENT WITH BROADBANDONE, LLC., DB /A HOST.NET FOR r COLOCATION SERVICES IN THE AMOUNT OF $500.00 A MONTH FOR 36 MONTHS; AUTHORIZING THE CITY • MANAGER TO EXECUTE THE AGREEMENT; AND 1 i PROVIDING AN EFFECTIVE DATE. 1 1P. 1c. WHEREAS, the I.T.S. Department would like to build a disaster recovery site that t 1 will allow the City to operate its computer infrastructure in the event of an 1: emergency /disaster that impacts the City's Fire Station #5 data center; and 1: WHEREAS, this Master Services Agreement with Host.net provides colocation i 1 services allowing the City to install the network infrastructure required for the disaster 1 recovery site; and 1i WHEREAS, the City Commission of the City of Boynton Beach, Florida , upon the 21 recommendation of staff, deems it to be in the best interests of the City residents to enter 21 into a Master Services Agreement with BroadbandOne, LLC., d /b /a Host.net for colocation 22 services in the amount of $500 per month for 36 months. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption I' 21 hereof. 2H Section 2. The City Commission hereby approves the Master Services 219 Agreement with BroadbandOne, LLC., d /b /a Host.net for colocation services in the amount 1 C \ Users\ prainitol\AppData \LocaI\MIcrosoft \Windows \Temporary Internet Files \Content IE5 \TJSA2KNN \Reso_ _ Host _net_Service_Agr_(colocationj doc 1 1i of $500 per month for 36 months. Section 3. The City Manager is authorized to sign the Master Services c Agreement, a copy of which Agreement is attached hereto as Exhibit "A." Section 4. This Resolution shall become effective immediately upon passage. r PASSED AND ADOPTED this 18 day of November, 2014. CITY OF BOYNTON BEACH, FLORIDA p � R 1 .A, A" . / ' M yor — Je r, Taylor. 16 1 1 ► r. r r- . .. 1 c Vi e Mayor — Joe Casello 1 1 M 1: 11 Commissioner — David T. Merker II 2. 21 ''-` missioner — Mac " ay 2 f U 2: ATTEST: Commissioner — Michael M. Fitzp. rick 2 2 II 1 2M e PI PILOLiAtlio s 41, ,t M. Prainito, MMC 1 ty Clerk x ..T, 0 7. ON C \ Users \prainitojWppData \Local \Microsoft \Windows \Temporary Internet Files \Content IE5\TJSA2KNN\Reso_- _ Host _net_Service_Agr_(colocation_) doc X14 ti c, : H ®st ��t Service Order Form # , ■ Service Order only valid for 30 days after issue date Company Information Company /Organization Name City of Boynton Beach Company Type Corporation DBA Contact Information Contact Type Name Title Phone Fax Mobile Email Secondary John McNally Information 561 742 6073 561 609 2 mcnallyj @bbfl us Authorizer Technology Manager Technical John McNally Information 561 742 6073 561 609 2 mcnallyj @bbfl us Technology Manager Billing Craig Ramos Billing 561 742 6070 ramoscm©bbfl us Primary Authorizer Lori LaVerriere City Manager 561 742 6079 laverrierel @bbfl us Technical Charles A Stevens ITS Network Manager 561 742 6079 561 742 6092 561 644 4214 stevensc @bbfl us Manager Billing Details Name City of Boynton Beach State FL Location Address 1 100 E Boynton Beach Blvd PostalCode 33425 Address 2 County Palm Beach City Boynton Beach Country UNITED STATES Deposit Payment P 0 ❑ # Check # Received By & Date Tax Exempt ❑ Tax Exempt Certificate Number (Attach Copy) Billing Cycle Requested Monthly® Quarterly ❑ Annual ❑ Request Start Date Standard Initial Term Commitment 36 Month Renewal Term Commitment 12 Months Services Fees Service Code Service Description Qty Mrc Unit Nrc Unit MRC NRC COL -BOC- DIA -50B Colocation - Boca - Internet Access (50 Mbps Burst) 1 $380 00 $0 00 $380 00 $0 00 COL- BOC- LIC -HC900 Colocation - Boca (Half Cabinet License, Datacenter 900) 1 $250 00 $250 00 $250 00 $250 00 COL- BOC -PWRP- 20/120 Colocation - Boca (20 Amps, 120V, Primary) 1 $300 00 $150 00 $300 00 $150 00 SPA- MSC -PRO Special Allowance - Promotion -($430 00) -($400 00) 1 Total $500 00 $0 00 All figures exclude any applicable Federal, State and Local Taxes or Telecommunications Regulatory Fees Location Information Address 1 3500 NW Boca Raton Blvd Name Host net Address 2 Suite 900 NPA /NXX City Boca Raton Demarc Install 1 State FL Site Contact Name PostalCode 33431 Site Contact Phone County Palm Beach Site Contact Email Country UNITED STATES Technical Details CPE Provided by Host net? Yes ❑ No IP Address Space Requested 1 ❑ 60 14 or more (14 or more require IP justification form) No IP p Existing IP ❑ Media Type Hand Off Ethernet CatS ® Cat6 ❑ Fiber Single Mode ❑ Multi Mode ❑ DNS Primary ❑Secondary ❑ Additional Services DHCP ❑ NAT ❑ BGPD Domain(s) Notes: Burst /Additional Usage 1 COL -BOC- DIA -50B - Internet access usage above base bandwidth will be billed at $12 00 per Mbps, based on the 95th percentile standard Unless otherwise stated, burst capacity is equal to three times the base bandwidth or maximum port speed, whichever is less Page 1/2 10/21/14 11 53 29 AM v 9105433 103 Special Instructions This Service Order may include one or more Attachments containing additional terms and conditions related to the Licenses and /or Services ordered by Customer, all of which are incorporated by reference herein All such Attachments are hereby incorporated by reference and included as a part of this Service Order 1 Set up Half Cabinet with 50Mbps DIA and 20Amp /120v Power 2 Host net will provide Standard PDU Please review and sign the attached Master Services Agreement ( "Agreement') This Service Order is not effective unless and until both parties have executed this Service Order and all other applicable pages which form a part of the Agreement and relate to the Service(s) or License(s) descnbed herein Customer Authorized Signature Printed Name Lori LaVernere Title City Manager Date Please scan and email all signed documents to ordersahost.net or fax all pages to 561.869.3321 and send Originals to our Boca Raton office at 3500 NW Boca Raton Blvd., Building 900, Boca Raton, FL 33431 Thank You! We appreciate your business! Internal Use Only SOU 9105433 103 Host net Rep kalexander Account Name Date Submitted Order Type New ®Renewal ❑Jpgrade❑ Add -On ❑Change of Fees ❑ Change of Service❑ Relocation ❑ Corrections ❑ Deposit Received by Deposit Details Agent /Partner Rep Transport Provider Lead Pass Rep Host net Authorized Signature Date 3500 NW Boca Raton Blvd., Bldg. 900 to Boca Raton, Florida 33431 -5856 USA Office: 561 869 6100 0 . Fax 561 869 3320 sa info @host.net www.host.net 41f Colocation 0. Internet Access fa IP Voice +? Managed Security Page 2/2 •'r Metro Ethernet t,• Multinational Transport 4 Virtual Server & Storage 10/21/14 11 53 29 AM v 9105433 103 v4314 �►; Host.net MASTER SERVICES AGREEMENT THIS AGREEMENT, dated as of , 20 ( "Effective Date "), is by and between BroadbandONE, LLC, a Delaware limited liability company d /b /a Host net, with an address at 3500 NW Boca Raton Blvd, Ste 901, Boca Raton, FL 33431 ( "Host "), and , a — (C,s,on+er Name) (Stair of rim of otg ) (type of entity) with an address at ( "Customer ") WiTNESSETH: WHEREAS, Host provides or resells (a) Metro Ethernet, Internet access (transit), Multinational Transport, Multiprotocol Label Switching (MPLS), Frame Relay, Managed Internet (MIS), Point -to- Point, OCx, On -Net and DSL services (collectively, "Network Services "), (b) enterprise virtual solutions also known as private cloud computing (collectively, "Virtual Services "), (c) voice over Internet Protocol services (collectively, "VoIP Services "), (d) managed security services (collectively, "Managed Security Services "), (e) data and network backup /restore services (collectively, "Backup Services "), f) data storage services (collectively, "Storage Services "), and (g) distributed denial of service monitoring and mitigation services (collectively, "DDOS Mitigation Services ") (each, a "Service ", collectively, the Services"), WHEREAS, in addition, Host licenses space at Host's facilities (each, a "Facility") for use by licensees (a) in connection with the colocation of telecommunications and /or IT equipment (a "Colocation License "), and (b) as temporary office space dunng times when a licensee's pnmary office space is uninhabitable due to natural or man -made disaster (a "Disaster Recover License ") (each, a "License ", collectively, the 'Licenses "), and WHEREAS, Customer desires to obtain one or more 01 thc Services and /or Licenses, and Host desires to provide Customer with such Services and /or Licenses, pursuant to this Master Services Agreement, which is compnscd of thc following documents (collectively this "Agreement ") (I) this cover page, (2) the general terms and conditions attached to this cover page ( "Terms and Conditions "), (3) the addendum applicable to each type of Service or License utilized by Customer (each, an "Addendum "), (4) fully executed Service Order(s) (each, a "Service Order "), (5) Host's Acceptable Use Policy (described in Section 6 of the Terms and Conditions), and (6) Host's Service Level Agreement (described in Section 8 of the Terms and Conditions) NOW, THEREFORE, in consideration of the mutual covenants herein, and for other good and valuable consideration, thc receipt and sufficiency of which arc hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows EACH PARTY HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY EACH AND EVERY PROVISION OF THE DOCUMENTS DESCRIBED ABOVE, WHICH COLLECTIVELY COMPRISE THIS AGREEMENT. Please sign this page and the Service Order(s) In addition, please initial each page of the attached Terms and Conditions, each applicable Addendum, and the first page of the Service Order BROADBANDONE, LLC d /b /a HOST.NET Print Customer Entity Name By By Printed Name Printed name Title Title Date Date Page 1 of 6 V8 11 10 Terms and Conditions disputed and undisputed) on or before the date such payment is due, (n) Customer presents a written statement 1 Scope and Priority of Documents These Terms of the purported billing discrepancies to Host in reasonable and Conditions govern the relationship between the detail on or before the Reconciliation Date, and (iii) parties with respect to the Services and Licenses, Customer negotiates in good faith with Host for the purpose regardless of the type(s) of Services or Licenses of resolving such dispute In the event such dispute is purchased by Customer Each Addendum attached mutually agreed upon and resolved in favor of Customer, hereto contains additional provisions specifically related Customer will receive a credit for the disputed charges Host to a particular Service or License purchased by shall not be obligated to consider any Customer notice of any Customer Service Orders contain more specific details billing discrepancies received by Host after the related to the Services or Licenses purchased by Reconciliation Date Customer The following order of precedence shall be followed in resolving any conflicts between the terms of (c) Credit Review By executing this Agreement, this Agreement first, these Terms and Conditions, Customer hereby authorizes Host to conduct an second, the applicable Addendum, and third, the investigation and credit check on Customer with any one or applicable Service Order, provided that the most recent more of the major credit reporting agencies Customer shall Service Order shall supersede any prior Service Order reasonably cooperate with Host to obtain credit information regarding the same Services or License unless otherwise Acceptance of this Agreement and /or any Service Order by set forth therein Host can be subject to a satisfactory completion of a credit review Host reserves the right to withhold initiation or full 2 Term The term of this Agreement shall implementation of any or all Services and Licenses under (a) commence as of the later of the Effective Date and this Agreement pending Host's initial satisfactory credit the date of Host's acceptance of any Service Order review and approval thereof, which may be conditioned executed and delivered by Customer hereunder, and (b) upon terms specified by Host in the applicable Service continue for so long as any Service Term (as hereafter Order, including, but not limited to, security for payments defined) or License Term (as hereafter defined) shall due hereunder in the form of a cash deposit or other means remain in effect Subject to the other provisions of this Host reserves the right to modify its requirements, if any, Agreement, the term during which Customer shall be with respect to any security or other assurance provided by obligated to purchase a particular Service provided by Customer for payments due hereunder in light of Host (including any extension or renewal thereof, a Customer's actual purchase volume when compared to "Service Term ") and the term covered by any License projected purchase volumes upon which any security or granted hereunder (including any extension or renewal assurance requirement was based or if Host determines, in thereof, a "License Term ") shall be determined in its sole judgment, that Customer lacks, or may in the future accordance with the applicable Service Order(s) and lack, the financial resources to meet its obligations to Host Addenda 4 Default 3 Charges and Payment for Services and Licenses (a) Events of Default Each of the following shall constitute Customer's default under this Agreement (a) Fecs Customer shall pay all fees and (i) if Customer fails to make any payment on or before the charges owing pursuant to any provision of this applicable due date hereunder ("Due Date"), (u) if Agreement (collectively, "Fees") in such amounts, at Customer becomes the subject of a voluntary petition in such times and in such manner(s) as may be specified bankruptcy or any voluntary proceeding relating to herein Except as otherwise specified in this insolvency, receivership, liquidation, or an assignment for Agreement, all Fees owing in respect of Services and the benefit of creditors or becomes the subject of an Licenses shall be paid in advance, on or before the first involuntary petition in bankruptcy or any involuntary day of each and every calendar month during the proceeding relating to insolvency, receivership, liquidation, applicable Service Term or License Term, to the offices or composition for the benefit of creditors, if such petition of Host, without any demand, deduction, revision or set- or proceeding is not dismissed within sixty (60) days of off whatsoever In addition to any other remedy that filing, (in) if Customer violates Host's Acceptable Usc may be available to Host, whether at law or at equity, Policy then in effect, or (iv) if the Customer breaches any Customer shall pay Host a fifty dollar ($50) fee for any other term or condition of this Agreement and fails to cure dishonored check, including, without limitation, those such breach within ten (10) days after notice of the same returned for insufficient funds, to reimburse Host for all costs and administrative expenses incurred (b) Effect of Default In the event Customer shall be in default of this Agreement, Host, at its sole option, in (b) Disputes Customer shall have the right addition to any other rights and remedies available to Host to reasonably dispute any of the charges contained in an under any other provision of this Agreement or at law or in invoice for a period of thirty (30) days after the date of equity, shall be entitled to any one or more of the following the invoice (the "Reconciliation Date "), provided that remedies (i) immediately suspend any or all Services (i) Host receives payment in full for all charges (both and /or Licenses and related nghts provided or granted Page 2 of 6 Host Net Initials Customer initials V8 11 10 hereunder, (ii) terminate this Agreement, to which case and regulatory fees and surcharges which may be levied or all of Customer's obligations under this Agreement shall assessed upon the Services or the Licenses Customer shall accelerate and become Immediately due and payable be solely responsible for payment of any and all such taxes and all Service Terms and License Terms shall be and regulatory fees Any calculation errors in assessment deemed concurrently terminated, and /or (ui) terminate and /or tax rate changes rcquinng adjusted tax computations any Service Term and /or License Term, in which case by Host as necessary to accurately and properly collect all of Customer's obligations with respect to such taxes does not relieve Customer of its responsibility to remit Scrvicc or License shall accelerate and become tax paymcnts fully when billed Any failure to pay such immediately due and payable In addition, for a taxes or regulatory fees or surcharges shall constitute a payment default, all amounts that remain unpaid five (5) default under this Agreement and Host shall have the days atter the applicable Due Date shall be subject to a remedies available set forth in this Agreement, in equity or thirty five dollar ($35) late payment fee and /or shall at common law accrue interest at a rate of one and one -half percent (I 5 %) per month, or the highest rate allowed by 6 Acceptable Use Policy Customer agrees that applicable law, whichever is lower In the event any Customer and /or any other reseller or end user obtaining Service or License is suspended due to Customer's Services directly or indirectly from Customer shall at all default of its obligations under this Agreement, times use the Services, and exercise all rights under the Customer shall pay Host a re- connection fee at Host's Licenses, in compliance with Host's Acceptable Use Policy then- current rates to re- enable Service or restore the ( "AUP "), as amended from time to time by Host The License current version of Host's AUP is set forth at www host net /aup, which AUP is incorporated into this (c) Effect of Expiration or Termination Agreement by this reference Any amendments to the AUP Upon the expiration or termination for any reason of any shall be effective upon posting at Host's site on the World Service Term related to any Services ( "Affected Wide Web Customer has read, understands and agrees to Services ") or any License Term related to any License be bound by all the terms and conditions of such AUP as ( "Affected License "), in addition to any consequences amended from time to time Upon notice to Customer, Host described elsewhere in this Agreement or occurring by may, without liability to Customer, modify or suspend any operation of law, the following shall apply (t) Host may Service or License in the event that Host, in its sole immediately cease providing any such Affected discretion, determines that such action may be necessary to Services and immediately revoke any Affected comply with any law or regulation, including without Licenses, (n) any and all payment obligations of limitation, the Digital Millennium Copynght Act of 1998, Customer with respect to such Affected Services and /or 17 U S C 512 Customer's use of or presence on other Affected Licenses, as the case may be, will become networks may require approval of the respective network immediately due and payable, (ui) if the expiration or authorities and may be subject to any acceptable usage termination applies to the entire Agreement, within ten policies established by those network operators Customer (10) days after such expiration or termination, Customer will not hold Host responsible for, and Host expressly shall return to Host all Confidential Information of Host disclaims all liability for, Customer's violation of such in Customer's possession and will not make or retain policies any copies of such Confidential Information if any Host equipment was made available to Customer by 7 Law Enforcement If any governmental authority Host in connection with any such Affected Service or requests information concerning the use of Host's Services Affected License, Customer shall return to Host all such or Facility by Customer and/or any reseller or cnd user equipment within ten (10) days after such termination or obtaining Services directly or indirectly from Customer, or expiration In the event Customer shall fail to return Host has reason to believe that Customer or any other any such equipment to Host within such 10 -day period, person is using the Services or any Facility for inappropriate then Customer shall pay to Host, upon written demand, or illegal activities, then Customer hereby authorizes Host an amount equal to 200% of the replacement cost of to cooperate with any applicable governmental authorities, such equipment (including shipping, processing and including by providing any and all requested information handling), as determined by Host in its sole discretion without further consent from, or notification to Customer The expiration or termination of this Agreement will not Customer agrees that such information may include, (y) extinguish claims or liability (including, without without limitation, Customer's assigned IP numbers, limitation, for payments due) ansmg prior to such account history and account use expiration or termination, or (z) extinguish claims or liabilities arising after such expiration or termination if 8 Service Level Agreement Host shall provide the such claims or liabilities specifically survive any Services in accordance with the Host Service Level expiration or termination as set forth herein Agreement (the "SLA "), as amended from time to time, the current version of which is set forth at www Host net /sla, 5 Taxes and Regulatory Fees Amounts due under which SLA is incorporated into this Agreement by this this Agreement are exclusive of all applicable federal, reference Any amendments to the SLA shall be effective state and local sales, use, excise, communication service upon posting at Host's site on the World Wide Web or similar fees, surcharges or taxes, and any other taxes Except as otherwise provided m any Addendum, the SLA Page 3 of 6 Host Net Initials Customer Initials V8 11 10 sets forth Customer's sole and exclusive remedies for WILL BE UNINTERRUPTED, ERROR -FREE, OR any claim relating to thc Services or Host's network, COMPLETELY SECURE including any failure to meet any service levels as set forth in the SLA Services may include the ability to 12 Limitation and Exclusion of Liability HOST transmit data beyond Host's network, through other SHALL NOT BE LIABLE TO CUSTOMER OR ANY networks, public and pnvatc Customer understands OTHER PERSON OR ENTITY FOR ANY INDIRECT, that Host does not own or control other networks INCIDENTAL, SPECIAL, PUNITIVE OR outside of Host's network, and Host is not responsible CONSEQUENTIAL DAMAGES THAT ARISE OUT OF or liable for performance (or non - performance) of those OR RELATE TO THIS AGREEMENT OR THE networks or the interconnection points between the SERVICES OR LICENSES PROVIDED HEREUNDER, Service and other networks that are operated by third FOR ANY REASON WHATSOEVER, REGARDLESS parties OF THE CLAIM OR CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, 9 intellectual Property Policy Host respects the BREACH OF WARRANTY, NEGLIGENCE, STRICT intellectual property rights of others and expects LIABILITY OR OTHERWISE THE REMEDIES SET Customers to do the same Host reserves the nght, at its FORTH iN THE SLA SHALL BE CUSTOMER'S SOLE discretion, to suspend or terminate the License of, AND EXCLUSIVE REMEDIES FOR ANY CLAIMS and/or disable, shut -down or terminate thc Scrviccs or RELATING TO THE SERVICES OR HOST'S network connection to such Services of, users who NETWORK Each Customer representative and any other infringe the copyrights, trademarks or other intellectual persons visiting a Facility does so at his or her own risk and property rights of others Host shall not be liable for any harm to such persons resulting from any cause other than Host's gross negligence 10 IP Addresses Host will maintain exclusive or willful misconduct resulting in personal injury to such ownership and control of all Internet Protocol ( "IP ") persons during such a visit Additionally, in no event will numbers and addresses ( "IP Addresses ") that Host may Host be liable to Customer or any other person or entity for assign to Customer Host may, in its sole discretion, any claims arising out of or related to Customer's business, change or remove any and all IP Addresses at any time Customer's customers or clients, or for any lost revenue, Any IP Addresses assigned to Customer by Host in lost profits, replacement goods, loss of technology, rights or connection with the Services or Licenses shall be used services, loss of data, or interruption or loss of use of a only in connection with the Services or Licenses In the Facility, Service or Customer's business, even if advised of event Customer discontinues use of the Services or the possibility of such damages, whether under theory of Licenses for any reason, or this Agreement terminates contract, tort (including negligence), strict liability or for any reason, Customer's right to use the IP Addresses otherwise Notwithstanding anything to the contrary in this associated with such Services or Licenses shall also Agreement, the SLA or any other agreement between the terminate Host reserves the right to change the IP parties, Host's maximum aggregate liability to Customer Addresses assigned to Customer related to or in connection with this Agreement, the Licenses and the Services shall be limited to the total 11 Disclaimed Warranties EXCEPT FOR amount paid by Customer to Host under this Agreement for HOST'S OBLIGATIONS UNDER, AND SUBJECT the twelve (12) month period prior to the event or events TO THE SLA, ALL SERVICES AND LICENSES giving rise to such liability Neither Host nor any of Its PROVIDED BY HOST UNDER THIS AGREEMENT third party vendors shall be liable for any temporary delay, ARE PROVIDED "AS IS" AND WITHOUT ANY outages or intemiptions of Customer's use of the Scrviccs REPRESENTATION OR WARRANTY OF ANY or the Facility KIND, INCLUDING, WITHOUT LIMITATION, WARRANTY AGAINST FAILURE OF 13 Indemnification Customer agrees to defend Host, PERFORMANCE INCLUDING, ANY FAILURE its directors, officers, employees, affiliates, agents and BECAUSE OF COMPUTER HARDWARE OR customers (collectively, "Host Parties ") from and against COMMUNICATION SYSTEMS HOST DOES NOT any demand, investigation, claim, action, suit, prosecution MAKE AND DISCLAIMS, AND CUSTOMER or other proceeding brought by any third party (including HEREBY WAIVES ALL RELIANCE ON ANY without limitation any governmental or quasi - governmental REPRESENTATIONS OR WARRANTIES, ARISING authority) against any Host Party which is directly or BY LAW OR OTHERWISE, REGARDING THE indirectly based upon, related to or alleges, in whole or part SERVICES AND LICENSES, INCLUDING IMPLIED (a) a violation by Customer, any reseller or end -user WARRANTIES OF MERCHANTABILITY, FITNESS obtaining Scrviccs directly or indirectly from Customer, or FOR A PARTICULAR PURPOSE, NON- any affiliate, agent or employee of any of the foregoing INFRINGEMENT, OR ARISING FROM COURSE OF (collectively, "Customer Parties "), of any law, regulation, DEALING, COURSE OF PERFORMANCE OR statute, rule, ordinance, tariff, treaty, guideline, standard, USAGE IN TRADE HOST DOES NOT WARRANT convention, order, agreement, contract or instrument, (b) a THAT CUSTOMER'S USE OF THE SERVICES, breach by Customer of any representation, warranty or HOST'S NETWORK AND /OR HOST'S FACILITY covenant set forth in this Agreement, (c) the gross negligence or willful misconduct of any Customer Party, Page 4 of 6 Host Net Initials Customer Initials V8 11 10 (d) infringement or misappropriation of any intellectual receipt requested, postage prepaid In the case of notice to property rights, defamation, libel, slander, obscenity, Host to BroadbandOne, LLC, 3500 Boca Raton Boulevard pornography, or violation of the nghts of privacy or NW, Suite 900, Boca Raton, Florida 33431, Attention publicity, spamming or any other offensive or harassing Jeffrey A Davis, CEO, with a copy to Tobin & Reyes, P A , conduct by any Customer Party, or (e) the acts or 225 N E Mizncr Boulevard, Suite 510, Boca Raton, Florida omissions of any Customer Party related to any Service 33432, Attention David S Tobin, Esq , and if to Customer or License provided hereunder (collectively, "Claims ") to the most recent address of Customer in Host's records Customer shall indemnify and hold harmless Host for In the case of notice by electronic mail to Host, to any judgments, settlements, fines, fees, sanctions, notices @host net Either party may change its address for penalties, losses, damages, expenses and costs notice purposes by providing written notice of such change (including without limitation, reasonable attomeys' to the other party in accordance with this Section Any fees) resulting from or in connection with any such notice provided pursuant to this Section will be deemed to Claim or the defense thereof, and any damage or have been given as of the date it is delivered destruction to the Facility, network, premises or equipment of any Host Party resulting in whole or part (b) Force Maieure Except for the obligation to from the acts or omissions any Customer Party In no pay money, neither party will be liable for any failure or event shall Customer settle or consent to any judgment delay in its performance under this Agreement due to any pertaining to any such action without the prior written cause beyond its reasonable control, including, without consent of Host limitation, the acts or omissions of underlying third party suppliers, acts of war, acts of God, earthquake, flood, 14 Confidential Information Each party embargo, riot, sabotage, labor shortage or dispute, acknowledges that it will have access to certain governmental act or failure of the Internet, and such other confidential information of the othcr party concerning causes as may be stated in the SLA, provided that the the other party's business, plans, customers, technology, delayed party (i) gives the other party prompt notice of and products, including the terms and conditions of this such cause, and (u) uses its reasonable commercial efforts Agreement ( "Confidential Information ") Each party to correct promptly such failure or delay in performance agrees (as a "Recipient ") that it will not use in any way, for its own account or the account of any third party, (c) Marketing Customer agrees that Host may except as expressly permitted by this Agreement, nor refer to Customer by trade name and trademark, and may disclose to any third party (except to Recipient's briefly describe Customer's business in Host's marketing attorneys, accountants and other advisors as reasonably matenals and web site Customer hereby grants Host a necessary), any Confidential Information of the othcr limited license to use any Customer trade names and party ( "Discloser ") and will take reasonable precautions trademarks solely in connection with thc rights granted to to protect the confidentiality of such Confidential Host pursuant to this Section All goodwill associated with Information Information that Recipient can establish Customer's trade name and trademarks will inure solely to (a) was lawfully in Recipient's possession before receipt Customer Customer may display the Host logo, or any from Discloser and is without restnction as to use or other Host trademark or service mark or logo, on disclosure, or (b) is or becomes a matter of public Customer's web sites or marketing literature only after knowledge through no fault of Recipient, or (c) was obtaining Host's written approval on a case -by -case basis, independently developed or discovered by Recipient and provided that Customer abides by the Host trademark without reference to, or use of, any of the Confidential guidelines and such other guidelines as Host may provide Information of the Discloser, or (d) is rightfully Customer All goodwill associated with Host's trade namc, acquired by Recipient from a third party who has thc trademarks, slogans and logos will inure solely to Host nght to disclose 11 and who provides 11 without restriction as to use or disclosure, shall not be (d) Government Regulations Customer will not considered Confidential Information Notwithstanding export, re- export, transfer, or make available, whether the foregoing, Recipient may disclose Confidential directly or indirectly, any regulated item or information to Information of Discloser if and to the extent it is anyone outside the U S in connection with this Agreement required to do so by law (on the advice of counsel), without first complying with all export control laws and provided that Recipient shall use commercially regulations which may be imposed by the U,S Government reasonable efforts to give the Discloser sufficient notice and any country or organization of nations within whose to enable it to seek an order limiting or precluding such jurisdiction Customer operates or does business Customer disclosure (at Discloser's expense) represents and warrants that Customer (i) is not located in a country subject to United States embargoes, or listed on the 15 Miscellaneous United States Treasury Department's list of specially designated nationals, or listed on the United States (a) Notices Any notice or communication Commerce Department's denied persons list or entities list required or permitted to be given hereunder may be and (u) if an individual, is at least 18 years of age delivered personally, deposited with an overnight courier, sent by confirmed facsimile, electronic mail or (e) Assignment Host reserves the right and regular mailed by registered or certified mail, return Customer grants the right for Host to assign this Agreement Page 5 of 6 Host Net Initials Customer Initials V8 11 10 Customer may not assign any of its rights herein, or the parties in the administration of the terms of this delegate its duties under this Agreement either in whole Agreement be construed to waive or lessen the right of such or in part without the prior written consent of Host in party to insist upon the performance by the other party in each instance Any attempted assignment or delegation strict accordance with the terms of this Agreement without compliance with this Section will be void This Agreement will bind and inure to the benefit of each (i) Headings The name of this Agreement and party's successors and permitted assigns Each request the headings of the Sections hereof are for convenience of by Customer for a proposed assignment shall be reference only and shall in no way affect the construction accompanied by a nonrefundable fee payable to Host in of, or be taken into consideration in interpreting this the amount of Seven Hundred Fifty Dollars ($750) to Agreement cover Host's administrative, legal and other costs and expenses incurred in processing each of Customer's (j) Entire Agreement This Agreement, including requests the cover page executed by the parties, these Terms and Conditions, the applicable Addenda, Service Orders, AUP (f) Relationship of Parties Host and and SLA, represent the complete agreement and Customer are independent contractors and this understanding of the parties with respect to the subject Agreement will not establish any relationship of matter herein, and supersede all previous and partnership, point venture, employment, franchise or contemporaneous agreements, representations or agency between Host and Customer Neither Host nor understandings, written or oral, related to thc subject matter Customer will have the power to bind the other or incur herein and shall prevail notwithstanding any variance with obligations on the other's behalf without the other's terms and conditions of any order submitted This prior written consent, except as otherwise expressly Agreement may be modified only through a written provided herein This Agreement is not intended to instrument signed by both parties Both parties represent confer upon any other person or entity any rights or and warrant that they have full corporate power and remedies hereunder authority to execute and deliver this Agreement and to perform their obligations under this Agreement and that the (g) Choice of Law and Attorneys' Fees This person whose signature appears below is duly authorized to Agreement shall be governed by and construed in enter into this Agreement on behalf of the respective party accordance with the laws of the State of Florida, without Should any terms of this Agreement be declared void or giving effect to principles of conflict of laws The unenforceable by any arbitrator or court of competent parties irrevocably and unconditionally submit to the jurisdiction, such terms will be amended to achieve as exclusive junsdiction of the courts of the State of Honda, nearly as possible the same economic effect as the original located in Palm Beach County or in the United States terms and the remainder of this Agreement will remain in Distnct Court for the Southern District of Flonda for thc full force and effect Customer's recordation of this purposes of any suit, action or other proceeding arising out Agreement or any memorandum or short form of it will be of this Agreement or the subject matter hereof brought by void and constitute a default under this Agreement any party hcrcto, and hereby waive and agree not to assert as a defense or otherwise, in any such suit action or (k) Lack of Presumption Against Draftsman proceeding, any claim that it is not subject personally to Each of the parties hereto acknowledges and agrees that this the jurisdiction of the above -named courts, that its Agreement has been diligently reviewed and negotiated by property is exempt or immune from attachment or and among them, that in such negotiations each of them has execution, that the suit, action or proceeding is brought in been represented by competent counsel and that the final an inconvenient forum, that the venue of the suit, action or agreement contained herein, including the language proceeding is improper or that this Agreement or the whereby it has been expressed, represents the point efforts subject matter hereof may not be enforced by such court of the parties hereto and their counsels, accordingly, in Customer acknowledges and agrees that it is reasonable to interpreting this Agreement or any provision hereof, no expect that it could be required to defend itself in the state presumption shall apply against any party hcrcto as being and/or federal courts located in the State of Florida, Palm responsible for the wording or drafting of this Agreement or Beach County If any legal action is brought by either such provision party to enforce its rights under this Agreement, thc non - prevailing party in such action shall reimburse the (I) Survival All of the provisions of this prevailing party all of such prevailing party's costs and Agreement which, by their terms or nature are intended to expenses (including reasonable attorneys' fees and survive the termination or expiration of this Agreement, expenses) incurred in connection with such action including without limitation, Sections 3, 4, 5, 6, 7, 8, 10, I I, 12, 13, 14, I5(c), 15(0, 15(g), I5(k), 15(1) and thc Addenda (h) Waiver The waiver by either party of and Service Orders, shall survive the termination or any term, condition, or provision contained in this expiration of this Agreement Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, condition, or provision contained in this Agreement, nor will any custom or practice that may grow up between Page 6 of 6 Host Net initials Customer initials vl 6 11 COLOCATION LICENSE ADDENDUM to Master Services Agreement This Colocation License Addendum (this "Addendum ") to Master Services Agreement describes additional terms and conditions rclatcd to Host's grant of a Colocation License to Customer All capitalized terms used but not otherwise defined in this Addendum shall have the meanings ascribed to them in the Terms and Conditions which form a part of the Master Services Agreement I GRANT OF COLOCATION LICENSE In 3 SERVICES, SET UP, DELIVERY AND consideration of the payment by Customer of all applicable INSTALLATION OF EQUIPMENT Fees and subject to all of the terms and conditions of the Agreement, Host hereby grants to Customer, during the (a) Separate Addendum Required for Services License Term (as hereafter defined), a limited non - exclusive Customer acknowledges that Services are not included in the license (the "Colocation License ") (a) to install, operate and Colocation License and may only be obtained pursuant to a maintain communications and /or IT equipment (the fully executed Service Addendum related to such Services, as "Equipment ") in the portion of Host's Facility described in the described on the Cover Page to thc Agreement In the event applicable Service Order, including all racks, cabinets and/or Scrvicc Orders a Colocation License and Services on the same cages forming a part thereof (the "Licensed Area ") solely for Service Order, the provisions of the Service Order related to the purpose of supporting local access communications Services shall not be effective unless and until the parties have facilities and links to Host and to third parties that have been executed the applicable Addendum for such Services Nothing approved by Host in writing, and (b) to use common areas in this paragraph shall be construed as applying to the set -up within the Facility as a means of Ingress and egress for gaining activities described below, which are to be provided by Host as access to thc Licensed Area and the Equipment Subject to any a part of the Colocation License in exchange for the applicable usage limitations specified in the Service Order or otherwise Set -up Fees described in Section 4 below communicated in wntmg to Customer, Host shall use commercially reasonable efforts to supply the Licensed Area (b) Set -up Activities Host will begin infrastructure, with electric power (utility with generator backup), but shall power wiring, and other setup activities descnbed in the not be liable for any loss, damage or disruption resulting from Scrvicc Order and notify Customer of the date and time of the any power surge, interruption or failure Customer Scheduled Installation Date promptly after all of the following acknowledges that the Licensed Area is provided on an "AS have occurred (t) both parties have executed and delivered the IS" basis and that this Colocation License does not and shall applicable Service Order and all other parts of the Agreement not be deemed to grant, demise, transfer, lease or otherwise (including all pages of this Addendum and the Addendum convey to Customer any right, title or interest whatsoever in or applicable to each Service, if any, ordered by Customer for use to any portion of the overall property, including the Licensed in connection with the Colocation License) which are to be Arca or the Facility, or to Host's leasehold interest therein executed or initialed and delivered by the parties, (n) Host hereby reserves all rights not specifically granted to Customer has paid to Host all of the Set Up Fees described Customer, including without limitation, the right to access and below, (iii) Customer has delivered to Host the certificate(s) of use the Facility for its own use and for the use of its agents, insurance described below under the section captioned representatives and licensees The Colocation License is `Insurance Requirements ", and (iv) Customer has provided expressly made subject and subordinate to the terns and Host with a completed Customer Authorized Contact List conditions of any underlying ground or facilities lease or other superior right by which Host has acquired interest in the (c) Customer Equipment Customer will take all Facility action required to ensure that thc necessary Equipment and personnel of Customer are prepared in advance to complete the 2 LICENSE TERM Except as otherwise provided installation in accordance with all applicable policies, elsewhere in the Agreement, the term of the Colocation procedures and instructions provided by Host Except as License ( "License Term ") shall commence upon the date when otherwise specifically provided in any Service Order, the Customer is granted access or on the date that is thirty (30) Customer shall not store or maintain at the Licensed Area or days after the date that the Service Order is executed by Host elsewhere in the Facility any property or equipment and Customer, whichever occurs first, ( "Scheduled Installation whatsoever without the prior written consent of Host in each Date ") and, unless renewed in accordance with the remaining instance (which consent shall not be unreasonably withheld, provisions of this paragraph, expire at the end of the initial conditioned or delayed) Customer authorizes Host and Host period specified in the applicable Service Order (the "Initial agrees, to accept delivery of and /or provide storage (based Term ") At the expiration of the Initial Tcrm and each upon availability) for Customer's approved Equipment at the Renewal Term (as hereafter defined), if any, the License Tcrm Facility, provided, however, that Customer agrees to abide by shall automatically renew for an additional 12 -month period or Host's Equipment Delivery Storage Procedures, as amended such longer renewal term as may be specified in the applicable from time to time Customer has reviewed the current version Service Order (each, a "Renewal Tcrm "), unless either party of such procedures Any amendments thereto shall be delivers written notice to the other party at least 60 days pnor effective upon posting in a conspicuous location at the to such renewal, indicating its desire to allow the License Facility Customer hereby releases Host from any and all Tcrm to expire at the scheduled expiration of the Initial Term liability for any direct, indirect, incidental, economic, special, or any Renewal Tcrm then in effect punitive or consequential damages arising from Host's acceptance and /or storage of Customer's Equipment Page 1 of 3 Host Net Initials Customer Initials v1611 Customer shall not permit any of Customer's Equipment to be succeeding calendar month dunng the License Term shall be removed from the Licensed Area without prior written paid by Customer to Host, in advance, on or before the first authorization from Host Customer will provide Host with day of each and every such calendar month, provided, written notification at least two (2) business days before the however, that in event Customer is unable to use the Licensed date that Customer intends to remove any Equipment from thc Arca commencing on the Scheduled Installation Date solely as Licensed Area Promptly following written authonzation by a result of delays caused by Host, then Customer's obligation Host, Customer shall remove its Equipment Customer will be to pay the License Fee shall not commence until such time as solely responsible for relocating any such Equipment, and for Host is able to provide such Licensed Area Customer hereby any damages caused by or in connection with the removal of acknowledges and agrees that in no event shall Host be liable such Equipment to Customer for any such delay or failure other than the abatement of License Fee as set forth in this Section (d) Cross - Connects Except as otherwise specifically Notwithstanding the foregoing, in the event that any such provided in any Service Order, Customer shall not allow any delay is at the request of Customer or otherwise results, in Equipment to be connected to any third party networks or whole or part, from Customer's failure to satisfy and perform systems for any purpose without (i) the prior written consent all obligations required to be satisfied and performed by of Host in each instance, and (n) compliance with the Customer on or before such Scheduled Installation Date, then, remaining provisions of this paragraph In the event Customer in either case (i) Customer shall pay to Host, upon demand, in desires to obtain data communications and/or Internet services addition to the amounts otherwise payable hereunder, all costs directly from a third party carrier ( "Third Party Services "), incurred by Host as a result of such delay, together with all Customcr shall provide Host with a written request for consent applicable fees, service charges, administrative fees and to connect to such third party's system or network, which cancellation fees at Host's then- current rates and (u) request shall identify the third party provider and the terms of Customer's obligation to pay thc License Fee shall commence such services (the "Third Party Terms "), together with an on the Scheduled Installation Date, even if Customer's executed Service Order for all necessary cross - connects and equipment was not fully installed and as of such payment of the applicable cross - connect fees specified in such Commencement Date Service Order In the event Host consents to such connection (which shall be in its sole discretion), Customer shall be solely 5 INSURANCE REQUIREMENTS responsible for placing orders with such third party carriers for any local and long- distance lines to be provided by such third (a) Customer will keep in full force and effect at all party carvers and complying with all Third Party Terms and times during the License Term (i) comprehensive general applicable law related to such Third Party Services The third liability insurance in an amount not less than one million party carriers' installed circuits must be in Customer's name dollars ($1,000,000 00) per occurrence and not less than two and billed directly to Customer Customer agrees to defend, million dollars ($2,000,000 00) in thc aggregate for bodily indemnify and hold harmless Host, its directors, officers, injury and property damage, (n) employer's liability insurance employees, affiliates and customers from and against any and in an amount not less than one million dollars ($1,000,000 00) all claims, actions, demands, costs and expenses, including, per occurrence, (iii) workers' compensation insurance in an without limitation, attorneys' fees, costs and expenses, which amount not less than that required by applicable law, are in any way, directly or indirectly, based on, related to or (iv) extended risk insurance covering all of customer's arising in connection with any such Third Party Services equipment and other personal property (including data and media) to cover the replacement cost of same, including but 4 FEES not limited to, EDP (electronic data processing property) perils written on a "Special Form" basis at full replacement cost (a) The Fees payable by Customer in respect of the value, and (v) coverage for the contractual liability of Colocation License shall include (i) any and all set -up fees, Customer to indemnify Host Customer shall place the policies activation fees, equipment fees and/or other one -time Fees required herein with a carver having an AM Best rating of A- related to the Colocation License, as set forth in the applicable VIII or better Customer also expressly agrees that it will be Service Order (collectively, "Set Up Fees "), (n) a monthly solely responsible for ensuring that its agents (including recurring fee for the Colocation License in the amount set contractors and subcontractors) maintain additional insurance forth in the applicable Service Order ( "License Fee "), and (in) at levels no less than those required by applicable law and any other Fces set forth in the applicable Scrvicc Order or customary in Customer's and its agents' industries Prior to otherwise arising pursuant to any other provision of the installation of any of Customer's Equipment in the Facility or Agreement otherwise, Customer will furnish Host with certificates of insurance which evidence the minimum levels of insurance set (b) If this Addendum is being executed simultaneous forth above, name Host as additional insured, require with the execution of Customer's Master Services Agreement notification of Host in writing of the effective date of such (i c , Customer is a new customer for Host and has not coverage and provide that all insurance policies provide Host previously acquired other Services), all Set Up Fees, together with thirty (30) days advanced written notice of cancellation or with the License Fee for the first month of the License Term, termination shall be paid by Customer to Host, in advance, at or prior to the time Customer submits its signed Service Order for (b) Customer and its agents and representatives shall acceptance by Host If this Addendum is being executed such not pursue any claims against Host for any liability Host may that Customer will be acquiring an additional Service or have under or relating to this Agreement unless and until Services from Host, all set up fees will be included on Customer or Customer's employee, as applicable, first makes Customer's next monthly invoice The License Fee for each claims against Customer's insurance provider(s) and such Page 2 of 3 Host Net initials Customer Initials 0 1 6 1 1 insurance provider(s) finally resolve(s) such claims Any other property from the Facility and restore the Licensed Area inability by Customer to furnish the proof of insurance to the same condition as it was prior to such Equipment's required under this Section or failure to obtain such insurance installation if Customer does not remove such property (or shall be a material breach of this Agreement Customer and all cannot remove such property because of unpaid amounts due parties claiming under, by and through Customer hereby waive to Host) within such ten (10) day penod, then Host may move any and all rights to recover against Host or other tenants, any and all such property to storage and charge Customer for customers or occupants of the Facility or against their officers, such removal and storage, without being liable for related directors, shareholders, partners, members, employees, agents, damages If Customer does not pay all amounts due to Host customers or invitees for any loss or damage to such waiving and remove such property from Host's premises or storage party from any cause covered by any insurance required to be within thirty (30) days of Host's request, Host may sell the carried by any such party hereunder to the extent insured Equipment and any other such property in any commercially Host, its agents and employees make no representation that the reasonable manner and may use amounts received to satisfy limits of liability specified to be carried by Customer pursuant any and all amounts due to Host provided that (i) Host shall to this Section are adequate to protect Customer not be liable to Customer for any damages in connection with such Equipment or the sale of such Equipment, and (u) Host's 6 SECURITY Host does not guarantee security of receipt of amounts from the sale of such Equipment shall only Customer's Equipment, the Facility or Host's computers, satisfy Customer's obligations to Host if Host receives an network hubs and points of presence Customer and each of amount at least equal to the amount so owed and receipt of less its employees shall comply with thc Host Colocation Access than the full amount owed shalt not prevent or limit Host's Policy and Procedures, as amended from time to time right to pursue any deficiency from Customer Customer will Customer has reviewed the current version of such procedures have no right to remain in possession of all or any part of the Any amendments thereto shall be effective upon posting in a Licensed Area after the expiration or earlier termination of the conspicuous location at the Facility Agreement or the License Term If Customer remains in possession of all or any part of the Licensed Area after any 7 ACCESS TO THE LICENSED AREA Host hereby such expiration or earlier termination with the express written agrees to provide 24 hour per day, 7 day per week secured consent of Host ( "Holdover Period ") (x) such nght will be access to the Licensed Area for the authorized personnel listed deemed to be a periodic license from month -to -month only by Customer on Host's standard Customer Authorized Contact ( "Holdover Liccnsc "), (y) such Holdover License will not List form (as amended form time to time, the "Customer constitute a renewal or extension of the Agreement or the Authorized Contact List "), subject to the terms and conditions Colocation License for any further term, and (z) such contained in the Access Authority Guidelines postcd by Host Holdover License may be terminated by Host upon the earlier at www Host nct/aag (as the same may be amended from time of fifteen (15) days' prior written notice or the earliest date to time, the "Access Authority Guidelines ") Host may permitted by law Customer shall pay Host a recurring suspend the right of any authorized personnel or other persons monthly fee on or prior to the first day of each calendar month to visit the Host premises and /or the Facility at any time in during any Holdover Period in an amount equal to two times Host's reasonable discretion the monthly License Fee that was payable dunng thc last month of Colocation License ( "Holdover License Fee ") and 8 RELOCATION OF EQUIPMENT Host shall be any other sums due under this Agreement will be payable in entitled, upon reasonable written notice to Customer, to the amount and at the times specified in this Agreement In change the Licensed Area allocated for Customer's equipment, addition to the payment of the Holdover License Fee and any or to change the location of the Facility to a different location and all additional fees otherwise due under the Agreement, Host shall bear all costs of such changes and relocation, Customer shall be liable to Host for all costs, claims, losses or including re-cabling, third party cancellation charges and liabilities (including attorneys' fees) which Host may incur as moving In the event of such relocation, the parties shall work a result of Customer's failure to surrender possession of the together in good faith to minimize any disruptions of Licensed Arca to Host upon the expiration or earlier Customer's operations arising from the change or relocation, termination of this Agreement or the License Term In no way such good faith efforts shall include negotiation of a plan and shall the Holdover Liccnsc Fee or any other monetary or non - schedule for relocating the Licensed Arca, if applicable All monetary requirements set forth in this Agreement be relocated facilities, Licensed Arca, connections, conduits, construed to constitute liquidated damages for Host's loss and /or cables shall be provided in accordance with the terms resulting from Customer's holdover Any Holdover License and conditions set forth in this Agreement In the event Host created hereby will be subject to every other term, condition, provides notice of its intent to change the Licensed Area or and covenant contained in this Agreement location of the Facility to a different geographic location and Customer does not find the change reasonably satisfactory for its purposes, Customer shall have the right to terminate the Colocation License upon ten (10) business days' prior written notice to Host indicating Customer's desire to terminate the Colocation Liccnsc pursuant to this Section 9 EFFECT OF TERMINATION Following the expiration or termination of the Agreement or the License Term, within tcn (10) days of Host's request (and only after Customer receives authorization from Host), Customer shall, at its sole cost and expense, remove all of Customer's Equipment and Page 3 of 3 Host Net Initials Customer Initials ,iau NETWORK SERVICES ADDENDUM to Master Services Agreement This Network Services Addendum (this "Addendum ") to Master Services Agreement describes additional terms and conditions under which Host will provide Customer with one or more of the Network Services (Metro Ethernet, Internet access (transit), Multinational Transport, Multiprotocol Label Switching (MPLS), Frame Relay, Managed Internet Service (MIS), Point -to- Point, OCx, On -Net and DSL services) identified in a Service Order All capitalized terms used but not otherwise defined in this Addendum shall have the meanings ascribed to them in the Terms and Conditions which form a part of the Master Services Agreement 1. NETWORK SERVICES Host shall provide to Customer, first month of the Service Term, shall be paid by Customer to Host, in and Customer shall purchase from Host, the Network Services specified advance, at or prior to the time Customer submits its signed Service in the applicable Service Order Order for acceptance by Host If this Addendum is being executed such that Customer will be acquinng an additional Service or Services from 2. SERVICE TERM. Except as otherwise provided elsewhere in Host, all set up fees will be included on Customer's next monthly the Agreement, the Service Term for the Network Services shall invoice commence upon the date Host starts providing Network Services to Customer ( "Service Commencement Date ") and, unless renewed in (c) The Service Fee shall be paid by Customer to Host on or accordance with the remaining provisions of this paragraph, expire at before the first day of each and every calendar month during the period the end of the initial period specified in the applicable Service Order 0) commencing on the earlier of the Scheduled Installation Date and the ("Initial Term ") At the expiration of the Initial Term and each Service Commencement Date (subject to prepayment of the first Renewal Term (as hereafter defined), if any, the Service Term shall monthly installment, as described above) and (u) continuing automatically renew for an additional 12 -month period or such longer uninterrupted until the expiration or termination of the Service Term, renewal term as may be specified in the applicable Service Order (each, a provided, however, that in event Customer is unable to use the Network "Renewal Term "), unless either party delivers written notice to the other Services commencing on the Scheduled Installation Date solely as a party at least 60 days prior to such renewal, indicating its desire to allow result of delays caused by Host, then Customer's obligation to pay the the Service Term to expire at the scheduled expiration of the Initial Service Fee shall not commence until the Service Commencement Date Term or any Renewal Term then in effect Customer hereby acknowledges and agrees that in no event shall Host be liable to Customer for any such delay or failure other than the 3. ACTIVATION OF NETWORK SERVICES In the event it abatement of Service Fee as set forth in this Section shall be necessary for Host to provide equipment to be installed at Customer's location, Host will ship the necessary equipment to the (d) Any other Fees payable hereunder shall be paid by Customer location and contact Customer to schedule an installation date Customer to Host on or before the applicable Due Date determined ( "Scheduled Installation Date ") Customer will prepare its location in pursuant to this Agreement or otherwise specified in any bilking invoice advance for the installation, provide all Customer equipment required tor the installation, and maintain relevant Customer personnel on hand, 5. BANDWIDTH ALLOTMENT Each Service Order for as necessary for the installation In the event the installation is delayed Network Services shall include Customer's bandwidth allotment, at the request of Customer or as a result of Customer's failure to satisfy representing the amount of bandwidth that Customer shall be pemiitted and perform all obligations required to be satisfied and performed by to use each calendar month if Customer exceeds this allotment for any Customer on or before such Scheduled Installation Date, then, in either reason in any calendar month, even if Customer has cancelled the case, Customer shall pay Host (a) all costs incurred by Host as a result applicable Service Term during the calendar month, Customer will be of such delay, (b) all applicable fees, service charges, administrative charged for such overage bandwidth ( "Bandwidth Overage Fees ") at a fees and cancellation fees at Host's then- current rates and (c) all rate included in the Service Order Bandwidth Overage Fees shall be Service Fees (as defined below) from the Scheduled Installation Date, billed in arrears, and Customer will receive an invoice for overage regardless of whether Host actually completed the installation or began bandwidth during the month following the month in which the overage providing Network Services as of such date, provided, that Host shall occurred All amounts set forth in any such invoice shall be due use commercially reasonable efforts and cooperate with Customer to immediately upon receipt It is Customer's responsibility to monitor its complete such installation and activate the Network Services as soon as bandwidth usage and to pay for all overages Host reserves the right to reasonably practicable after Customer has complied with its obligations monitor Customer's bandwidth usage and to utilize technology to limit under this Section Customer's bandwidth usage to those amounts included in the applicable Service Order(s) 4 FEES 6. THIRD PARTY SERVICES Customer may elect to obtain (a) The Fees payable by Customer in respect of Network from third parties services that are utilized by, or which utilize, one or Services shall include (i) any and all set -up fees, activation fees, more of the Network Services (collectively, "Third Party Services ") equipment fees and /or other one -time Fees related to the Network For example, DSL and VoIP require and are dependent upon a separate Services, as set forth in the applicable Service Order (collectively, "Set broadband Network connection In the event Customer chooses to Up Fees "), a monthly recurring fee for the Network Services in the utilize any Third Party Services in connection with the Network amount set forth in the applicable Service Order ( "Service Fee "), and Services, Customer agrees to defend, indemnify and hold harmless (iii) any other Fees set forth in the applicable Service Order or Host, its directors, officers, employees and affiliates from and against otherwise arising pursuant to any other provision of the Agreement, any and all claims, actions, demands, costs and expenses, including, including without limitation any Bandwidth Overage Fees which may without limitation, attorneys' fees, which are in any way, directly or become due pursuant to Section 5 below indirectly, based on, related to or arising in connection with any such 'i hard Party Services (b) If this Addendum is being executed simultaneous with the execution of Customer's Master Services Agreement (i e , Customer is a new customer for Host and is not acquiring other Services at the Effective Date), all Set Up Fees, together with the Service Fee for the Page 1 of l Host net initials Customer Initials ATTACHMENT TO SERVICE ORDER NETWORK SERVICES The Network Services identified in the Service Order are provided upon and subject to the following additional terms and conditions• 1. Terms Applicable to all Network Services: a. Services are covered by Host.net SLA See www.host.net /sla for complete details. b. Support provided by Host.net Customer Care Team 24x7x365 via phone, email and online. 2. For High Speed Internet Access /Dedicated Internet T1 only: a Includes local loop /circuit b. If Customer needs to move T1 loop, a $550 move fee applies. c. Service includes the usage of a managed router Host net will provide a T1 capable router to Customer for the monthly fee specified in the Service Order. The router remains the property of Host.net and is being made available for use by Customer solely during the term of this Service Order. The router will be configured, managed and maintained by Host.net and is to be returned to Host.net upon termination of the Network Services. 3. For Point to Point (DS3) only: a. Host.net is providing Customer with two (2) point -to -point DS3 connections between the locations specified on the Service Order b. The DS3 circuits will delivered to Customer's POP described on the Service Order. c. Any additional cross - connect charges will be the responsibility of Customer if applicable at the facility where Customer's POP is located. d Move requests must be submitted to account rep to obtain quote for applicable fees 4. For Transit only: a Minimum base bandwidth commitment, as specified in the Service Order, is required for the entire term of the order. b Burstable Internet access usage above base bandwidth specified in the Service Order will be billed at rate per megabit specified in the Service Order, based on the 95 percentile standard c. Unless otherwise provided in the Service Order, Customer is responsible for all cross connects to Host.net POP Network Services Attachment Page 1 of 3 Host net initials Customer initials 5. For Metro - Ethernet only: a. Premium Metro Ethernet Burst Mode connections carry a CIR/CBW equal to the subscribed Metro Ethernet base bandwidth. There is no charge for bursting on the Metro Ethernet connection; however, burstable bandwidth in excess of the CIR/CBW rate is based on network availability and is not guaranteed. b Metro Ethernet charges listed above are based on a connection to customer premise 10 miles or less in distance from the nearest Regional Telco Metro Ethernet service wire center. Additional Mileage charges apply to Customer locations greater than 10 miles c Host net to provide Customer with a switching device for the term of the Service Order. Switch to be configured, managed and maintained by Host.net. Switch remains the property of Host net and is to be returned to Host.net upon termination of services. d Customer is responsible for providing a "clear path" (adequate conduit and /or inner duct with pull - string) from desired install point (DMARC) in Customer's office to the Utility easement at edge of property. Host.net can refer utility contractors upon Customer request. Customer is also responsible for providing the following basic DMARC requirements: Minimum 2'x2' plywood back board, 120v grounded outlet with UPS device and grounding bar. e. Customer is responsible for cross connects at both locations f An install site -survey will be performed. If the results of the site -survey determine that additional charges for special construction apply, in addition to the Activation Setup Fee specified in the Service Order, and /or the monthly recurring charge will be greater than the amount specified in the Service Order, Customer will have the option to a) agree to pay the additional charges or b) cancel the Metro Ethernet portion of the contract and pay a termination fee assessed by the local telco (if any). Please note this will be a pass thru charge that will be assessed at the time of cancellation g Burstable Internet access usage above base bandwidth specified in the Service Order will be billed at the rate per megabit specified in the Service Order, based on the 95th percentile standard h Installation time for Metro Ethernet connections averages 90 to 120 days i If the Metro Ethernet circuit needs to be moved to another location, a $1,250 move fee will be applied. 6. For On -Net Transport (Lone Haul Between Cities) only: a. Minimum base bandwidth commitment, as specified in the Service Order, is required for the entire term of the order. b Unless otherwise provided in the Service Order, Customer is responsible for all cross connects to Host.net POP Network Services Attachment Page 2 of 3 Host net initials Customer initials 7. For DSL only: a. A standard AT &T phone line is required in order to Host's DSL service. If a standard AT &T phone line is already installed, the DSL service will be delivered over that line. If not, an AT &T line will need to be ordered. Customer is responsible for all charges related to such AT &T phone line. 8. For In- Building Ethernet Internet Access only: a. Burstable Internet access usage above base bandwidth specified in the Service Order will be billed at the rate per specified in the Service Order, based on the 95 percentile standard. b Installation /Activation charge includes typical install to standard DMARC location. Additional charges apply if DMARC needs to be extended or moved. c. Activation Setup Fee is only an estimate. Fee may be higher, based on actual cost of time and materials to run an Ethernet connection from the nearest Host.net in- building switch to Customer's point of install. Network Services Attachment Page 3 of 3 Host net initials Customer initials IP Address Request HOST NET (ARIN Justification Form) 3500 NW Boca Raton Blvd, Bldg 900 Boca Raton, FL 33431 FORM MUST BE TYPED - Handwritten forms will be Phone (888) 556 -INOC * � rejected Fax (888) 882 -4FAX If current or new IP request equals a total IPv4 Online www host net allocation of a /28 block (14 Useable IP's) or above or if you are requesting IPv6 addresses, this form is required I. Company Information* Company Name: Phone: Accnt #(If existing). Fax: Service Information: (check a propriate service s) that apply) Service: ❑ New ❑ Existing ❑ New IP Block ❑ Replace Existing Block ❑ Addition to Existing Block ❑ In- Building Ethernet (IBE) ❑ On -Net ❑ Co- location / Virtual Svc. ❑ Dedicated Internet Access II. ARIN Contact Information* Existing ARIN OrgID: If you do not have an existing OrgID, please complete this section Organization Name: Organization Address: Organization City: Organization State: Organization Postal Code: Organization Country: Organization POC Name: Organization POC eMail: Organization POC Phone: Technical POC Name: Technical POC eMail: Technical POC Phone: III. Current IP Address Space Utilization Please list your current IP Address space (if any), including space from Host net and /or other ISP's if, first IP issuance, skip this section Network Size Provider Type of Use (DNS Servers, Routers, % in use Type Assigned By Hosting Servers etc) (IPv4 or IPv6) IV. IPv4 Address Space Request* (Please allow 3 -7 business days for processing of your request. We may request additional information which could possibly extend the processing of your request.) Please list your requested IP Address space below Host net requires that each company submitting an initial IP request provide documentation establishing that they have 1 An immediate need for at least 25% of the requested IP addresses, and 2 A one -year need for at least 50% of the requested IP addresses A company submitting for additional IP address space must provide documentation that they have utilized at least 80% of their previously - assigned IP address space in a justifiably manner This should be documented in the "Current IP Address Space Utilization" section above CIDR Prefix /24 /25 /26 /27 /28 /29 /30 IP Addresses 254 126 62 30 14 6 2 Total Number of IP Addresses Immediate 3 Months 12 Months Route Destination Reason for Use Needed (use guide above) Usage Forecast Forecast Address Select use of IP's Select use of IP's Select use of IP's Select use of IP's Describe your planned usage of the requested IPv4 address space. If you are providing webhosting services and are doing IP -based hosting, please provide a list of technical reasons why named -based hosting cannot be done. Host net IP Address Request V7 0 02/01/11 Page 1 of 2 IP Address Request HOST.NET (ARIN Justification Form) 3500 NW Boca Raton Blvd, Bldg 900 Boca Raton, FL 33431 Hostnet FORM MUST BE TYPED - Handwritten forms will be Phone (888) 556 - iNOC rejected Fax (888) 882 - 4FAX If current or new IP request equals a total IPv4 Online www host net allocation of a (28 block (14 Useable IP's) or above or if you are requesting IPv6 addresses, this form is required How would you like your space advertised? ❑ Statically Routed Customer, If so, will you require an additional /30 ❑ No ❑ Yes ❑ Customer Advertised BGP (Requires BGP form) Do you Intend to use Host net's DNS servers? ❑ No ❑ Yes DNS1: 64 135 1 20 DNS2: 64 135 2 30 Do you wish us to provide default reverse DNS? ❑ No ❑ Yes Do you wish reverse DNS to be delegated? ❑ No ❑ Yes Nameserver(s) V. IPv6 Address Space Request (Complete only if applicable) (Please allow 3 -7 business days for processing of your request. We may request additional Information which could possibly extend the processing of your request.) Host net will issue a /56 to a company requesting IPv6 allocation unless this form indicates that the requesting company meets other requirements Do you plan to issue IPv6 addresses to other companies or your customers? ❑ No ❑ Yes. If Yes, please detail your deployment plan in the space provided below. How would you like your space advertised? ❑ Statically Routed Customer ❑ Customer Advertised BGP (Requires BGP form) Do you intend to use Host net's DNS servers ❑ No ❑ Yes DNS1: 2001 5b8 1 5 DNS2: 2001 5b8 1 7 Do you wish us to provide default reverse DNS? ❑ No ❑ Yes Do you wish reverse DNS to be delegated? ❑ No ❑ Yes Nameserver(s) VI. Additional Comments Please return the completed form to your Host.net Account Executive or the Network Operations Center. Failure to provide the requested details may cause a delay in provisioning your IP Address Space Request Requested Authorization* By signing this document I agree to be bound by ARIN's IP assignment policy as administered by Host net I am requesting the smallest possible amount of address space possible necessary for my present and future needs I understand that should I not reach the utilization thresholds prescribed by these policies, I may have my address space reassigned to a smaller block I also have read and agree to be bound by Host net's AUP and network management policies Printed Name. Title: Signature Date Host net IP Address Request V7 0 02/01/11 Page 2 of 2 il City of Boynton Beach Charles Stevens 561- 742 -6079 Quote Date 7 -7 -14 Term 12mo 12mo 24mo 24mo 36mo 36mo Half Cabinet Boca Raton Data Center with 20Amp /120 v Power MRC NRC MRC NRC MRC NRC Colocation - Boca (Half Cabinet License, Datacenter 900) $ 250.00 $ 250.00 $ 250.00 $ 250.00 $ 250.00 $ 250.00 Colocation - Boca (20 Amps, 120V, Primary) $ 330 00 $ 300.00 $ 330 00 $ 225.00 $ 300.00 $ 150.00 Colocation - Boca - Internet Access (50 Mbps Burst) $ 540 00 $ - $ 400 00 $ - $ 380.00 $ - Special Allowance Discount -PROMO $ - $ - $ (480.00) $ (250.00) $ (430.00) $ (400 00) Total $ 1,120.00 $ 550.00 $ 500.00 $ 225.00 $ 500.00 $ - Term 12mo 12mo 24mo 24mo 36mo 36mo Half Cabinet Boca Raton Data Center with 20Amp /208v Power MRC NRC MRC NRC MRC NRC Colocation - Boca (Half Cabinet License, Datacenter 900) $ 250.00 $ 250.00 $ 250.00 $ 250 00 $ 250.00 $ 250 00 Colocation - Boca (20 Amps, 208V, Primary) $ 660.00 $ 600.00 $ 660.00 $ 450.00 $ 600.00 $ 300.00 Colocation - Boca - Internet Access (50 Mbps Burst) $ 540.00 $ - $ 400 00 $ - $ 380.00 $ - Special Allowance Discount -PROMO $ - $ - $ (480.00) $ (250.00) $ (400.00) $ (550.00) Total $ 1,450.00 $ 850.00 $ 830.00 $ 450.00 $ 830.00 $ - Note: MRC = Monthly Recurring Charge, NRC= Non - Recurring Charge Thirteenth Month will be FREE!!! (With 25 & 37 Month Terms) This quote is valid for 30 Days from issue For ouostrons please contact rr Alexander Direct S61- 869 -3316 Fax 561 - 869 -3321