HomeMy WebLinkAboutBright House Networks, LLC Internet Services Agreement 2010 06 01 RIDER TO
BRIGHT HOUSE NETWORKS BUSINESS SOLUTIONS SERVICES AGREEMENT
TERMS AND CONDITIONS
THIS RIDER ( "Rider ") is entered into on June 1, 2010, by and between the City of
Winter Springs, a Florida municipal corporation ( "Customer "), and Bright House Networks,
LLC ("BHN"), a Delaware limited liability company authorized to conduct business in Florida.
RECITALS:
WHEREAS, Customer and BHN are entering into that certain Bright House Networks
Business Solutions Services Agreement (the "Agreement ") for the installation and operation of a
coaxial cable and/or fiber communication services distribution system; and
WHEREAS, Customer and BHN desire to modify certain provisions of the Agreement
as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein and in
the Agreement and related documents, the sufficiency of which is hereby acknowledged, it is
agreed by the parties as follows:
1. Recitals. The foregoing recitals are hereby deemed true and correct and are
hereby expressly incorporated herein by this reference as a material part of this Rider.
2. Terms and Conditions. Customer and BHN hereby expressly agree to delete the
following provisions of the Agreement and replace them with the following:
A. 6.0 TERM. The Agreement shall commence on the date of full execution by the
Parties (the "Effective Date ") and shall remain in effect for the initial term set
forth on the Customer's executed Order (the "Initial Term "). Unless terminated
earlier in accordance with the provisions stated herein, upon the expiration of the
Initial Term this Agreement may be renewed on an annual basis upon the mutual
written agreement of both parties hereto (the Initial Term and any renewal term
collectively referred to as the "Term "). If an Order Term (as set forth in an
applicable Order) extends beyond the expiration of the Term, then this Agreement
and the respective Order(s) will continue in effect until the expiration or
termination of the applicable Order Term, but only as to the applicable Order(s),
and subject to the termination rights of BHN and Customer under this Agreement.
If an Order Term (as set forth in an applicable Order) is on a month to month
basis, then this Agreement will also continue on a monthly basis, subject to the
termination rights of BHN and Customer under this Agreement.
B. 9.0 PROPRIETARY RIGHTS AND CONFIDENTIALITY. (a) BHN's
Proprietary Rights. All materials including, but not limited to, any BHN
Equipment (including related firmware), software, data and information provided
by BHN, any identifiers or passwords used to access the Service or otherwise
RIDER TO TERMS AND CONDITIONS
Page 1 of 3
,
provided by BHN, and any know -how, methodologies or processes including, but
not limited to, all copyrights, trademarks, patents, trade secrets, any other
proprietary rights inherent therein and appurtenant thereto, used by BHN to
provide the Service (collectively "BHN Materials ") shall remain the sole and
exclusive property of BHN or its suppliers. Customer shall acquire no interest in
the BHN Materials by virtue of the payments provided for herein. Customer may
use the BHN Materials solely for Customer's use of the Service. Customer may
not disassemble, decompile, reverse engineer, reproduce, modify or distribute the
BHN Materials, in whole or in part, or use them for the benefit of any third party.
All rights in the BHN Materials not expressly granted to Customer herein are
reserved to BHN. Customer shall not open, alter, misuse, tamper with or remove
the BHN Equipment as and where installed by BHN, and shall not remove any
markings or labels from the BHN Equipment indicating BHN (or its suppliers)
ownership or serial numbers. (b) Confidentiality. Customer agrees, to the extent
permitted by Chapter 119, Florida Statutes, to maintain in confidence, and not to
disclose to third parties or use, except for such use as is expressly permitted
herein, the BHN Materials and any other information and materials provided by
BHN in connection with this Agreement, including but not limited to the content
of this Agreement, that are identified or marked as confidential or are otherwise
reasonably understood to be confidential. (c) Software. If software is provided to
Customer hereunder, BHN grants Customer a limited, non - exclusive and non-
transferable license to use such software, in object code form only, solely for the
purpose of using the Service for Customer's internal business purposes during the
Term.
C. 22.0 MISCELLANEOUS. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida and venue for any disputes
related to this Agreement shall be in Seminole County, Florida for state court
disputes and Orlando, Florida for federal court disputes. In the event that any
portion of this Agreement is held to be invalid or 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 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. Neither Party may assign this
Agreement without the prior written consent of the other Party, and any
assignment in violation of this Section shall be null and void. Notwithstanding
the foregoing, upon thirty (30) days' prior written notice to Customer, BHN may
assign this Agreement without the consent of Customer (i) pursuant to any
merger, acquisition, consolidation, sale or other transfer of all or substantially all
of the assets or business of BHN's Central Florida Division or (ii) to any affiliate
of BHN; provided that any such assignee agrees in writing to assume all
obligations of BHN under this Agreement. For the purposes of this paragraph, an
"affiliate" of BHN will mean any entity which controls, is controlled by, or is
under common control with, BHN, where "control" of an entity means ownership
of fifty percent (50 %) or greater of the equity of that entity or the ability to direct
RIDER TO TERMS AND CONDITIONS
Page 2 of 3
the management of that entity. Customer understands and agrees that, regardless
of any such assignment, the rights and obligations of BHN herein may accrue to,
or be fulfilled by, any affiliate, as well as by BHN and/or its subcontractors.
Customer may not issue a press release, public announcement or other public
statements regarding this Agreement without BHN's prior written consent. There
are no third party beneficiaries to this Agreement. The Parties to this Agreement
are independent contractors. Any notice under this 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 BHN 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 7, 8, 9, 11, 12, 13, 14, 15, 21 and
22 shall survive the termination or expiration of this Agreement. No modification
of any provision of this Agreement shall be valid unless set forth in a written
instrument signed by both Parties. This 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 Rider shall remain unchanged and in full force and effect.
4. Conflict. In the event of any conflict or inconsistency between the Agreement
and this Rider, this Rider shall control.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals on the day
first above written.
Customer: BHN:
City of Winter Springs, Florida Bright House Networks, LLC
I{eyi . Snrit .ity Manager
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Dedicated Access
bright house IP Address Justification
NERW OMNi � JTM
Introduction
This document describes actions required by Bright House Networks Commercial Services and end -users
to maintain and provide reassignment data for address space allocated by American Registry for Internet
Numbers (ARIN) and policy on requesting additional ARIN allocations. It details end -user assignments
and required justification for Bright House Networks allocated address space.
Note: Information contained within this document is subject to change.
IP Justification Overview
All Bright House Networks (BHN) Internet Protocol (IP) address space is allocated to Bright House
Networks by the American Registry for Internet Numbers (ARIN).
When an Internet Service Provider (ISP) wishes to procure IP address space, it must go through ARIN, a
regional Internet registry serving North America, South America, the Caribbean and sub - Saharan Africa.
ARIN is responsible for registering and maintaining IP numbers. IP numbers are globally unique, numeric
identifiers that computers use to identify hosts and networks connected to the Internet.
Bright House Networks Network Operations and Engineering requests initial and additional address space
from ARIN by providing details about how existing address space is utilized and future projections for
address space. It is necessary for Bright House Networks to maintain detailed records so such information
may be provided to ARIN.
Cable Address Space Policy
In most cases, ISPs assign address space to their cable intrastructure to which their customers connect
rather than to individual subscribers. This assignment information regarding each market area holding an
address block should be entered via the SWIP template or by using RWHOIS with the network name used
to identify each market area. Initial allocations are based on total number of homes that could purchase
the service in a given market area.
In order to request additional addresses, using SWIP or RWHOIS, cable ISPs must show that:
The requesting OrgID has reassigned at least 80% of its most recent allocation,
The requesting OrgID has reassigned at least 80% of its current address space, and
80% of the reassigned address space must have an 80% projected utilization rate 90 days from the
date of the ARIN allocation.
Each assignment to a specific end -user (if holding /29 and larger blocks) requires the submission of a
SWIP template or use of an RWHOIS server. Requestors will also be asked to provide detailed plans for
use of the newly requested space.
End - User Assignments Policy
Utilization rate of address space is the key factor in justifying a new assignment of IP address space.
Customer data must show exactly how address assignments are being and will be utilized. The basic
criteria that must be met are:
50% immediate utilization rate, and
80% utilization rate within one year.
Furthermore, the customer must provide appropriate details to verify their IP usage. These details are
based on immediate utilization and 3- and 6 -month projected utilization. Customers must exhibit a high
confidence level in their 3- and 6 -month utilization rates, and supply documentation to substantiate the
level of accuracy. The immediate, 3- and 6 -month utilizations are calculated based on the data provided
via the IP Address Allocation Justification Form (see Appendix A). This form is filled out by the customer
and provided to the Dedicated Access Account Executive and Bright House Networks assigned ARIN
Registrar's. The data from this form must be saved by the BHN ARIN Registrar and be accessible by
ARIN and BRIGHT HOUSE NETWORKS Operations and Engineering until service from BRIGHT HOUSE
NETWORKS is terminated.
IP Address Allocation Forms
Please use the forms on page 3, 4 and 5 for initial assignments as well as additional assignments. Bright
House Networks requires written justification for any IP address block(s) requested so that it can
demonstrate to ARIN that allocated IP addresses are being used efficiently, per RFC 2050
(http://www.arin.net/library/rfc/rfc2050.txt).
Please submit these forms to your representative's email address or fax number, listed on the signature
page (page 5). If you have any questions about filling out the forms, please contact your sales
representative.
City of Winter Springs - Order Form.xls
PROPRIETARY CONFIDENTIAL Page 1 of 2 IP Justification
•
Dedicated Access
bright house 0 NETWONME IP Address Justification
-. � r *•
Organization Information and IP Address Form
1 Organization Name: 'city of winter Springs
2 Street Address: 11126 E. State Road 434 1
3 City, State, Zip 1 Winter Springs, FL 32708 1
4 Phone Number: 1407- 327 -5975 1
5 Technical Point of Contact: 1Joe Alcala 1
6 Email: ljaicata @winterspringsfl.org 1
7 Phone Number: 1407- 327 -7589
8 Cable Router or Router Make /Model Number: (Cisco 2811
9 Assignment Request: p New ❑ Additional
10 If additional, what addresses have been assigned? 1
11 Number of IP addresses requested: 1 14J
12 Number required immediately: 1 1of
13 Number required within 3 months: 41
14 Number required within 6 months: 1
IP Justification Detail
Use the IP Justification Detail form to justify each IP address requested.
Please note that individual workstations do not require globally unique IP addresses, and requests for such without proper justification will
be denied. Multiple workstations are supported via a combination of DHCP and NAT on the cable router. Examples of justifiable host
types are: firewalls, servers (web, mail, FTP, etc.), and devices under external control.
Type of Host Justification Quantity Hostnames
1 Mail SMTP / POP3 / Web Mail 1 SEE ATTACHED
2 DNS Primary / Secondary DNS
3 FTP FTP Servers 1 SEE ATTACHED
4 WWW Web clusters / servers
5 VPN VPN Concentrators 1 SEE ATTACHED
6 NAT Network Equipment Access SEE ATTACHED
71 1
81 1
9 1 1
101
111 1
121 1
131
141 1
151
I verify that I am authorized to represent the organization named in Item 1 of the Organization Information and IP Request Form, and
that the information in both forms is true and correct.
I understand that IPv4 address space is limited and that users of the Internet are responsible for conserving address space and
ensuring that address space is utilized efficiently.
I have read and understood this document, and agree to its terms and conditions.
Customer Name:L in L. Smith
Business Name:lCity of Winter Spring
TItIe:lCity Manager
Date:PJune 1, 201U � •
Signature:
PROPRIETARY CONFIDENTIAL Page 2 of 2 City of Winter Springs - Order Form.xls
g IP Justification
Mail SMTP mail.winterspringsfl.org (incoming)
SMTP mailfrom.winterspringsfl.org (outgoing /SPF Record)
WWW App server wsportal.winterspringsfl.org
kiva net.winterspringsfl.org
oma.winterspringsfl.org
owa.winterspringsfl.org
weblink.winterspringsfl.org
No hostname — IP Only (MUNIS Online VPN Interface)
VPN VPN Con. No hostname — IP only
NAT Firewall No hostname — IP Only (Internet Traffic IP)
Router No hostname — IP Only (Interface to current ISP T -1)
Service Agreement
bright house ( g
NETWORKS `...,.: Terms and Conditions
This Bright House Networks Business Solutions Services Agreement ( "Services Agreement ") is between
customer identified below ( "Customer ") and Bright House Networks ( "Operator ").
Bright House Networks Business Solutions Information
Bright House Networks Business Solutions Contact: Paul Ryan
Telephone: 407 - 215 -5896
Facsimile: 407- 215 -5896
Customer Information
Customer Name Account Number Federal Tax ID
City Of Winter Springs TBD 59- 1026364
Customer Address
1126 E. State Road 434, Winter Springs, FL 32708
Customer Contact Phone Fax
Joanne Dalka 407 - 327 -5975 407- 327 -6670
Billing Address Suite City State Zip
1126 E. State Road 434 Winter Springs FL 32708
• Billing Contact Phone Fax
Finance /Accounts Payable 407- 327 -5951 407- 327 -4753
Service Agreement
The terms and conditions of the Services Agreement are available at www.brightbiz.com /legal.aspx, a
copy of which has been provided to customer. Such terms and conditions are incorporated herein by this
reference. By executing this Bright House Networks Business Solutions Services Agreement where
indicated below, Customer acknowledges that (1) customer accepts and agrees to be bound by all terms
of the Services Agreement, including section 21 thereof, which provides that the parties desire to resolve
disputes relating to the Bright House Networks Business Solutions services agreement through
arbitration; (2) by agreeing to arbitration, customer is giving up various rights, including the right to trial by
jury, and (3) all applicable Service Orders.
Au A
nature rl ous
g Autho z ed Signature for City 01 Winter Springs
Networks Business Solutions
Nicholas Lenoci, Jr. — GVP — Business Solution: Kevin L. Smith, City Manager
Printed Name and Title Printed Name and l itle
Z - f S / 6/1/2010
Date Signed Date Signed
Version 3.0
PROPRIETARY CONFIDENTIAL Page 1 of 1 Service Agreement
bright house Business Service Order Form
Service Order
Billing Information
Business Name Master Account Number Customer Purchase Order Number
City Of Winter Springs TBD NA
Contact Phone Fax
Joanne Dalka 407- 327 -5975 407 - 327 -6670
Billing Address Suite City State Zip
1126 E. State Road 434 I I Winter Springs FL 32708 I
Account Executive Phone Fax
Paul Ryan 407 - 215 -5896 407 - 215 -5896 (
Federal Tax ID Tax Exempt Certificate Tax Exempt Status
59. 1026364 85- 80125296040 -0 ❑ Federal ❑ State El Local ❑ Other
Location Information
SA ID Service Address Ratecenter Hub /Node Service Order ID Main BTN
001 11126 E. State Road 434, Winter Springs, FL 32708 NA 1 01/SH111 INA NA
I
I
I
I
Contact Information
Type Name Title Primary TN Secondary TN Email
Authorized Agent Joanne Dalka IS Director 1 1407- 327 -5975 1407- 417 -0009 jdalka @winterspringsfl.org
Technical Access (Joe Alcala 1 IT Coordinator 1407- 327 -7589 1 1321- 303 -5532 jalcala @winterspringsfl.org
Technical Access Christopher Wall Network Admin. 1407- 327 -5954 1 1321- 377 -1380 cwall @winterspringsfl.org
1 I 1
I I [
I I I I
Order Information
Order Type Change/Transfer Description Division
Add (Central Florida [
Internet Install Date/Time (Local) Native Install Date/Time (Local) ( � Port Install Date/Time (Local)
1TBD 1 1
Current LEC Porting Partial /Full Port
Nuvox 1No (1 1
Account Authorization LEC BTN
NA
Additional Order Comments
City of Winter Springs is ordering a Fiber delivered 5meg Internet circuit for $650 /mth and a one time $500. installation
under a 36 month term. City of Winter Springs will need 14 IP addresses which will be provided by Bright House at no
charge using the IP Justification form.
Version 3.0
PROPRIETARY CONFIDENTIAL Page 1 of 2 Service Order
€" Business Service Order Form
bright house 3
NETWORKS ,,•, -.. Service Order
Services, Fees, and Terms
5Mbps Internet Access New 001 1 $500.00 $650.00 $650.00 36 Month
*�' ', y , . i j. 5 �111�,P ° a� � � , ,y i : }.��' 0 � 1
*Prices do not include applicable taxes and governmental fees that must be paid by Customer in addition to the specified tees.
The services products, prices and terms identified on this Service Order constitute Bright House Networks
Business Solutions' offer to provide such services on such terms. Until Customer has accepted this offer by
signing as appropriate below, Bright House Networks Business 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.
After expiration of the Term, except where prohibited by law, the Service Period shall renew automatically for
successive renewal terms, each for a period of time equal to the original Service Period or such lesser amount as
required by law, unless either Party serves the other Party with written notice of such Party's intent not to renew the
Service Order at least thirty (30) days prior to expiration of the then current Service Period. •
uthorized Signature for Bright Aut . ized Signature for City Of
House Networks Business Solutio Winter Springs
Nicholas Lenoci, Jr. — GVP — BusinessSolutions Kevin L. Smith, City Manager
Printed Name and Title Printed Name and Title
S- / tr June 1, 2010
Date Signed Date Signed
Version 3.0
PROPRIETARY CONFIDENTIAL Page 2 of 2 Service Order
INSTALLATION AND ACCESS AGREEMENT
(BUSINESS SOLUTIONS SERVICES)
This INSTALLATION AND ACCESS AGREEMENT ( "Agreement ") is made and entered into as of this 1 s tday of
June , 2010, by and between Bright House Networks, LLC ("BHN"), and _City of Winter Springs_ ( "OWNER "). In
consideration of the mutual covenants, terms and conditions herein contained and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. System; Services. OWNER hereby grants to BHN the non - exclusive right to install, operate, inspect, maintain, modify,
repair, replace, relocate and remove a coaxial cable and/or fiber communication services distribution system (the
"System ") and to market, sell and provide multichannel video, data, phone and other services ( "Services ") to the
property located at _1126 E. State Road 434_ (all suites?, _Winter Springs_, FL _32708_ (the "Premises "), Parcel
ID# . BHN will install and maintain the System at the Premises at its
sole cost and expense, in a good and workmanlike manner and in accordance with good engineering practices and all
applicable laws, rules and regulations. OWNER will provide reasonable space and electrical power for the installation
and operation of the System at no charge to BHN.
2. Ownership and Use. The System will be and remain the sole personal property of BHN and will not be deemed to be
affixed to the Premises. OWNER will not, and will not allow any other party to, tamper with, attach to or use any
portion of the System without the prior written approval of BHN. If any of the System is not removed from the Premises
within 90 days after the termination or expiration of this Agreement, then BHN will be deemed to have abandoned such
personal property in place, and title to such property automatically will vest in OWNER.
3. Alteration to Premises. BHN will be responsible for any or all damages directly caused by its faulty workmanship or
installation of the System, provided that the boring of holes or insertion of fasteners through the surface of walls for
attachment of peripheral equipment is part of normal workmanship and will not be deemed damages.
4. Billing. BHN will bill customers at the Premises for Services directly. OWNER will not be responsible for any amounts
owed by any customer at the Premises other than itself.
5. Term. This Agreement will remain in full force and effect for so long as BHN provides Services to any occupant of the
Premises, plus an additional 90 days thereafter to effect any removal of the System.
6. Representations and Warranties. Each individual executing this Agreement below represents and warrants that he or she
is fully authorized to (i) execute and deliver this Agreement to the other party on behalf of the party for which he or she
is signing and (ii) legally bind the party for which he or she is signing. OWNER represents and warrants that (a)
OWNER has the full authority to fully perform its obligations hereunder and to grant the rights granted to BHN herein,
(b) no party has any contractual right or any interest in the Premises that conflict with any rights granted hereunder; and
(c) the Premises is not part of a bankruptcy proceeding, foreclosure action, or deed -in- lieu -of- foreclosure transaction.
BHN represents and warrants that BHN has the full authority to fully perform its obligations hereunder.
7. Indemnity. Each party will indemnify, defend and hold the other harmless from and against all liability, loss, costs,
damages, and reasonable attorneys' fees arising out of any claim resulting from any negligence, willful misconduct or
breach of this Agreement (including but not limited to any representation or warranty hereunder) by the indemnifying
party.
8. Miscellaneous. This Agreement will be interpreted and enforced in accordance with the laws of the State of Florida
without reference to conflict of law provisions. This Agreement will inure to the benefit of and be binding upon each
party and its successors, executors, heirs, administrators and assigns.
Owner: City of Winter Spr.incLs BRIGHT HOUSE NETWORKS, LLC, through its
Florida Division.
By: / J/
By: _
/ (Auth 'zed Agent)
r
Name: Keyi n T, _ Smi th Name: Nick Lenoci, Jr.
Title: City Manager Title: Group Vice President Broadband Internet Services
Date: 6/1/2010 Date: -1 S-10