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Home My WebLink AboutBright House Networks, LLC Internet Services Agreement 02-15-16DocuSign Envelope ID: F11167AA- 9262- 4226- BFC6- 1C33A3FOC86C RIDER TO BRIGHT HOUSE NETWORKS BUSINESS SOLUTIONS SERVICES MASTER AGREEMENT TERMS AND CONDITIONS t.{.._ THIS ADDENDUM ("Addendum ") is entered into on this a day of February, 2016, by and between the City of Winter Springs, a Florida municipal corporation ( "Customer "), and Bright House Networks, LLC ("BIIN "), a foreign corporation authorized to conduct business in Florida. RECITALS: WHEREAS, Customer and 131 IN desire to enter into that Business Solutions Services Master Agreement for dedicated internet access: and WHEREAS, Customer and BI IN desire to modify certain provisions of RI IN's standard Terms and Conditions as set forth herein. NOW, THEREFORE, in consideration of the mutual promises contained herein, the sufficiency of which is hereby acknowledged, it is agreed by the parties as follows: I. Recitals. The foregoing recitals are hereby deemed true and correct and are hereby expressly incorporated herein by this reference as a material part ofthis Addendum. 2. Terms and Conditions. Customer and 131 IN hereby expressly agree to modify the following standard 'berms and Conditions of BI1N's Business Solutions Services Agreement as follows: A. MONTH -TO -MONTH RENEWALS. The second and third sentences of Section 6.0 of the Agreement are hereby deleted and replaced with the following: 6.0 TFIZM. Notwithstanding anything to the contrary herein, unless terminated earlier in accordance with the provisions stated herein, upon the expiration of the Initial Term the Agreement shall automatically renew on a month -to -month basis, unless either Party provides at least thirty (30) days' prior written notice of nonrenewal to the other Party (the Initial Term and any renewal term collectively referred to as the "Main Term "). B. CONFIDENTIALITY. Section 9.0(b) of the Agreement is hereby deleted and replaced with the lollowing: Subject to the provisions of Florida's Public Records Law (Chapter 119, Florida Statutes), Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted herein, the 131-IN Materials and any other information and materials provided by BHN in connection with this Master Agreement, including but not limited to the content 4DDt NDUN/t TO TERXIS AND CONDITIONS Page 1 44 DocuSign Envelope ID: F11167AA- 9262 - 4226- BFC6- 1C33A3FOC86C of this Master Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the contents of this Master Agreement and any Order(s). Notwithstanding the foregoing, WIN understands that documents in the possession of Customer can only be maintained confidential to the extent allowed under Florida's Public Records law. In each instance where BHN provides to Customer any documents that BHN deems proprietary and confidential trade secrets as defined in the Florida Uniform Trade Secrets Act (Chapter 688, Florida Statutes), it shall label them as such. Customer shall maintain these documents in a confidential manner consistent with the Florida Uniform Trade Secrets Act. If Customer receives a public records request for dOClnnents identified by BHN as proprietary and confidential trade secrets, Customer shall promptly notify 131 IN of the request. It' " after consultation with Customer, BHN continues to maintain that the documents are proprietary and confidential trade secrets under Florida law. and exempt from public disclosure pursuant to an applicable exemption of Florida's Public Records Law, WIN shall provide Customer the applicable statutory exemption. If after receipt of the applicable exemption from BHN Customer confirms that the exemption applies, Customer shall assert the applicable exemption from disclosure under Florida Public Records Law; provided that 131 IN. shall at its own expense, defend, indemnify or at its option, settle, any and all claims, including but not limited to, claims for attorneys' fees and costs under Florida's Public Records Law, brought against Customer or its officials, agents and employees arising from Customer's assertion of a public records exemption pursuant to this paragraph. Nothing herein shall be interpreted to authorize or require Customer to violate the requirements of Florida's Public Records I,aw or any order of any court of competent jurisdiction. BHN shall comply with the applicable requirements of Florida's Public Records Law. C. TERMINATION. The following is hereby inserted as Section 11.5 of the Agreement: 1 1.5 BUDGET APPROPRIATIONS. if sufficient funds are not appropriated to Customer for any Service in any Customer fiscal year, Customer shall notify 131-IN within thirty (30) days 01' such occurrence and the applicable Order shall terminate, without any liability for early termination fees on the part of Customer, as to such Service on the last day of the fiscal period for which funds were appropriated for such Service. D. MISCELLANEOUS. Section 22.0 of the Agreement is hereby deleted in its entirety and replaced with the following: 22.0 MISCELLANEOUS. This Master Agreement shall be governed and construed in accordance with the laws of the State of Florida and venue for any disputes related to this Master Agreement shall be in Seminole County, Florida I or state court disputes and Orlando, Florida for federal court disputes. In the event that any portion of this Master Agreement is held to be invalid or \DDENDLAI To TERMS AND CONDITIONS Page 2 of 4 DocuSign Envelope ID: F11167AA- 9262- 4226- BFC6- 1C33A3FOC86C unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth herein and the remainder of this Master Agreement shall remain in full force and effect. No waiver of any breach or default here under shall be deemed to be a waiver of any preceding or subsequent breach or default. BHN will not assign this Agreement without the prior written consent of Customer, except that upon thirty (30) days' prior written notice to Customer, WIN may assign this Agreement without such consent (i) pursuant to any merger, acquisition. consolidation, sale or other transfer of all or substantially all of the assets or business of BHN or (ii) to any affiliate of BHN; provided that any such assignee agrees in writing to assume all obligations of BI IN under this Agreement. For the purposes of this paragraph, an `affiliate" of a party means any entity which, as of the effective date of the assignment, controls, is controlled by, or is under common control with the party, where "control" of an entity means ownership of fifty percent (50 %) or greater of the equity of that entity or the ability to direct the management of that entity. Any purported assignment of this Agreement in violation of this Section is void. This Agreement binds and benefits the parties and their respective successors and assigns. Customer may not issue a press release, public announcement or other public statements regarding this Master Agreement without BIIN's prior written consent. Excluding any third party claims, claims under this Master Agreement must be initiated not later than two (2) years after the claim arose. There are no third party beneficiaries to this Master Agreement. The Parties to this Master Agreement are independent contractors. Any notice under this Master Agreement shall be given in writing and shall be deemed to have been given when actually received by the other Party. Notices shall be delivered to Customer and BI -IN at the respective addresses set forth above. or to such other address as is provided by one Party to the other in writing. The provisions of sections 3.1(iv), 7, 8, 9, 11, 12, 13, 14, 15, 21 and 22 shall survive the termination or expiration of this Master Agreement. No modification of any provision of this Master Agreement shall be valid unless set forth in a written instrument signed by both Parties. This Master Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 3. Other Terms and Conditions. Any other terms and conditions not expressly modified by this Addendum shall remain unchanged and in full force and effect. 4. Conflict. In the event of any ambiguity, conflict or inconsistency between this Rider and the Agreement, the terms and conditions of this Rider shall prevail and control. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day first above written. [Signatures on next pagel ADDENDUM TO TERMS AND CONDITIONS Page 3 of 4 DocuSign Envelope ID: F11167AA- 9262- 4226- BFC6- 1C33A3FOC86C Customer: City of Winter Springs, Florida Iftiin L. S *; ity Manager BI IN: Bright House Networks, LLC DocuSigned by: azaEZZ Paul Woelk, Vice President Finance & Business Operations ADDENDUM TO TERMS AND CONDITIONS Pine 4 of 4 DocuSign Envelope ID: F11167AA- 9262- 4226- BFC6- 1C33A3FOC86C DocuSign Envelope ID 7F1F5464- 716EA770- 8884- 698716F604A9 BRIGHT HOUSE NETWORKS enterprise solutions ENTERPRISE SOLUTIONS SERVICE ORDER BILLING INFORMATION Business Name Master Account Number City of Winter Springs 005026425801 Contact Phone Alternate Lee Stender 407 327 -5954 407 259 -1007 Billing Address City State Zi 1126 East State Rd 434 Winter Springs FL 32708 Account Executive Phone Alt Phone Christine Landrau 4074738658 Federal Tax ID Tax Exempt Certificate Tax Exempt Status 59- 1026364 No Type Name I Title I Primary TN Alternate TN Email Kevin L. Smith I City Manager 1 407 - 327 -5975 Istender winters rin sfl.or ORDER INFORMATION Order Type Renewal - MACD Porting Partial / Full No Additional Order Comments In the event that Customer terminates this Agreement with at least thirty (30) days' prior written notice of nonrenewal during any month -to -month renewal term, such termination shall be without penalty to Customer. PROPRIETARY and CONFIDENTIAL Page 1 of 3 Order # 006i000000ayaOe DocuSign Envelope ID: F11167AA- 9262- 4226- BFC6- 1C33A3FOC86C DocuSign Envelope ID: 7F1F5464- 716E-4770 - 8884- 698716F604A9 BRIGHT HOUSE NETWORKS enterprise solutions Dedicated Internet Access 5Mbps Dedicated Internet Access _ _ 50Mbps - Old Replace - I 1 Upgrade Upgrade 1 ENTERPRISE SOLUTIONS SERVICE ORDER ($550.00) ($550.00) i 0.06---'- .00 ' — - 36 - - 36 'Prices do not include applicable taxes and governmental fees that must be paid by Customer in addition to the specified fees PROPRIETARY and CONFIDENTIAL Page 2 of 3 Order # 006i000000aya0e DocuSign Envelope ID: F11167AA- 9262- 4226- BFC6- 1C33A3FOC86C DocuSign Envelope ID: 7171 F5464- 716E -4770- 8884- 698716F604A9 BRIGHT HOUSE NETWORKS enterprise solutions ENTERPRISE SOLUTIONS SERVICE ORDER The services products, prices and terms identified on this Service Order constitute Bright House Networks Enterprise Solutions' offer to provide such services on such terms. Until Customer has accepted this offer by signing as appropriate below, Bright House Networks Enterprise Solutions reserves the right to rescind this offer at any time, at its sole discretion. Service Order terms and corresponding monthly billing will commence on actual service installation date. I have received and agreed to the terms of Bright House Networks Business Solutions Services Master Agreement, as applicable and separately provided to me by BHN. Terms and conditions are available at http / /enierprise.bhghthouse.coni /about -us/ our - policies /terms - and -conditions html. Business TV is delivered on a month to month basis and subject to increases. By signing below, I choose Bright House Networks, LLC ( "BHN ") as my preferred provider for local, long distance and international long distance telephone service(s) for the above service address and the telephone numbers(s). I authorize BHN to serve as my agent to effectuate the change of my telephone service for each such service. I understand that only one preferred provider may be designated for each telephone service associated with the telephone number(s) listed above. I am at least 18 years of age and legally authorized to change telephone service providers for service providers for services associated with such telephone number(s), E911 Notification - The Enterprise Solutions voice - enabled equipment is electrically powered and, in the event of a power outage or Bright House Networks Enterprise Solutions network failure, Enhanced 9 -1 -1 services may not be available. The Bright House Networks Enterprise Solutions Services Master Agreement prohibits moving the voice - enabled premise equipment to a new address. If you do so, Enhanced 9 -1 -1 services may not operate properly and emergency operators will be unable to accurately identify the caller's address in an emergency. If you would like to move your service you must call Bright House Networks. After expiration of the original Service Period, this Service Order shall continue on a month to month basis with the K_ry ces priced the sarne as the original Service Period until each respective Service is canceled by either party upon thirty (30) days written no� e to }fie other Party. DocuSigned , &.,R7 Au ignature J for Bright House Networks, LLC Authd�ized SignaVJre,fof City of Winter Springs Paul Woelk, VP Finance & Business Operations Printed Name and Title 2/15/2016 Date Signed Kevin L. Smith, City Manager Printed Name and Title v /fZll% Date Signed PROPRIETARY and CONFIDENTIAL Page 3 of 3 Order # 006i000000ayaOe Envelope Id: F11167AA92624226BFC61C33A3FOC86C Subject: Please DocuSign this document: City of Winter Springs SO with Rider.pdf Source Envelope: Document Pages: 7 Signatures: 2 Certificate Pages: 1 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC- 08:00) Pacific Time (US & Canada) Status: Original 2/12/2016 4:13:26 PM Paul Woelk paul.woelk @bhnis.com VP Finance & Business Operations Bright House Networks, LLC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Holder: Christine Landrau christine .landrau @mybrighthouse.com CDacuSigned by: Z�� 078E2276460A4'IA... Using IP Address: 24.92.220.10 Docu5�". 6 S E C U R E D Status: Completed Envelope Originator: Christine Landrau 700 Carillon Pkwy Ste 1 Saint Petersburg, FL 33716 -1123 christine .landrau @mybrighthouse.com IP Address: 72.188.220.159 Location: DocuSign Sent: 2/12/2016 4:15:15 PM Viewed: 2/12/2016 7:08:00 PM Signed: 2/15/2016 7:45:14 AM Envelope Sent Hashed /Encrypted 2/12/2016 4:15:15 PM Certified Delivered Security Checked 2/1 2/2016 7:08:00 PM Signing Complete Security Checked 2/15/2016 7:45:14 AM Completed Security Checked 2/15/2016 7:45:14 AM