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Home My WebLink AboutBright House Networks, LLC Second Addendum and Service Order 2016 07 15 DocuSign Envelope ID:1AFF6394-662F-4407-822A-700FA206D6BF SECOND ADDENDUM TO BRIGHT HOUSE NETWORKS BUSINESS SOLUTIONS SERVICES MASTER AGREEMENT TERMS AND CONDITIONS THiS SECOND ADDENDUM ("Addendum") is entered into on this ( day of -Tuty 2016. by and between the City of Winter Springs, a Florida municipal corporation ("Customer"). and Bright House Networks, 1.1.0 ("BHN''), a foreign corporation authorized to conduct business in Florida. RECITALS: WHEREAS, Customer and BHN previously entered into a Bright House Networks Business Solutions Services Master Agreement Terms and Conditions for dedicated intemet access to be provided to Customer by BHN; WHEREAS, Customer and BHN modified certain provisions of the Bright House Networks Business Solutions Services Master Agreement Terms and Conditions as set forth in a related first addendum.the "Rider to Bright I louse Networks Business Solutions Services Master Agreement Terms and Conditions."dated February 12, 2016; and WHEREAS. Customer and BHN desire to further modify certain provisions of the Bright House Networks Business Solutions Services Master Agreement Terms and Conditions, to include the incorporation of an Enterprise Solutions Service Order for Voice Services, as further identified 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: 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 Second Addendum. 2. Exhibit. The Enterprise Solutions Service Order for Voice Services (Order # 006i000000fbtVO)(`'Service Order") is attached hereto as Exhibit "A" and is fully incorporated herein by this reference thereto. 3. Terms and Conditions. Customer and BHN hereby expressly agree to further modify the following standard terns and conditions of the Bright House Networks Business Solutions Services Master Agreement Terms and Conditions ("Master Agreement"), which may be found at http:i,'enterprise.brighthouse.com;about-us/our-policies/terms-and-conditions.htmi. as follows: City of Winter Springs Bright House Networks,LL.0 SECOND ADDENDUN9 TO BRIGHT HOUSE NE I WORKS BUSINESS SOLUTIONS SERVICES 11:AS"f1::R AGRI FMLNT FERNIS AND C'ONDi"TIONS Pace i of 4 DocuSign Envelope ID:1AFF6394-662F-4407-822A-700FA206D6BF A. CUSTOMER CARE, Section 2.1 of the Master Agreement is hereby amended by inserting at the end: For clarification, Customer must first contact BHN Customer Care at (866) 477-1386 to open a trouble ticket and to request a service level remedy. BHN Enterprise Customer Care is staffed and provides customer support seven (7) days a week, twenty four (24) hours a day, 365 days a year. The 1311N Business Enterprise Solutions Escalation Procedure ("Escalation Procedure") is attached hereto for reference as Exhibit "B." The City acknowledges that, from time to time, contacts and information as currently provided on the attached Escalation Procedure may change and the Escalation Procedure is being provided for informational purposes only. Upon Customer's request. BHN will review and update the Escalation Procedure quarterly. B. TERMINATION. The following is hereby inserted as Section 11.5 of the Master Agreement: 11.5 BUDGET APPROPRIATIONS. If sufficient funds are not appropriated to Customer for any Service in any Customer fiscal year, Customer shall notify BHN within thirty(30) days of 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. C. MISCELLANEOUS. Section 22.0 oil'the Master 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 he in Seminole County. Florida for 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 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 shall not assign this Master Agreement without the prior written consent of Customer, except that upon thirty (30) days' prior written notice to Customer, BHN may assign this Master 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 city of winter Springs! Bright How.-,Net�%orks,LLC SECOND ADDENDUN4 10 BRIGHT HOUSE NETWORKS 131-ItiiNLSS SoLt1TIONS SI-RVICES MASTER AGREEMENT TERMS AND CONDITIONS Page Z 44 DocuSign Envelope ID:1AFF6394-862F-4407-822A-700FA206D6BF assignee agrees in writing to assume all obligations of BHN under this Master 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 comnum 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 ofthat entity. Any purported assignment of this Master Agreement in violation of this Section is void. This Master 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 BHN's prior written consent. Excluding any third party claims, claims tinder this Masser 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 BHN at the following addresses,or to such other address as is provided by one Party to the other in writing: To City: City of Winter Springs Attn: City Manager 1126 E. State Road 434 Winter Springs,FL 32708 To BHN: Bright House Networks Attn: Brad Freathy, VP, Enterprise Strategic Solutions 4145 S. Falkenburg Road Riverview, FL 33578 The provisions of sections 3.1(iv), 7, 8, 9, 11, 12, 13, 14, 15, 21 and 22 shall survive the tennination or expiration of this Master Agreement. No modification of any provision of this Master Agreement shall be valid unless set birth in a written instrument signed by bath 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. D. ENTERPRISE TRUNKING SERVICE. The eighth paragraph (beginning, "Enterprise Trunking Service") of Attachment B of the Master Agreement is hereby amended to read as follows: Cite at winter Springs!13ritght House Networks,L.I C SECOND ADDLNDUNI TO BRiGHT iIOUSE NETWORKS BUSINESS SOLLI IONS SLRViCES MASTI R AGRrEN4F.'NT TERMS AND CONDITIONS Page 3 of 4 DocuSign Envelope ID:1AFF6394-862F-4407-822A-700FA206D68F ENTERPRISE TRUNKING SERVICE: If Customer selects to receive linterprise Trtnking Service, BHN shall provide Business TrunkinLI Service over fiber delivered via PRI TI, CAS T1, analog trunks or Session Initiation Protocol or SIP trunks. BHN supports auto-dialers for Enterprise Trunking Service delivered via SIP trunks with a limitation of three {3) initiated calls per second. 4. Other Terms and Conditions. Any other terms and conditions not expressly modified by this Second Addendum shall remain unchanged and in full force and effect. 5. Conflict. In the event of'any ambiguity, conflict or inconsistency between this Second Addendum and the Master Agreement, the terms and conditions of this Second Addendum shall prevail and 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 ooeuaq"ey: -- "vin L.Sr►i�ft,Csiiti'Manager Brad Freathy,Vice President J,. F.nterprisc Strategic%olatinns City of Wintcr Springs Bright Houma.Networks,LLC SFC'ON[�Alll)F'NIHIM'ft)BRI(;H'I FlOUSI(NLTWORKS BLSINESS St)t_.ti HON SL:RVKTS MASTt-71Z AGREEMENT TERMS AND C'ONDI TIONS Page aof4 DocuSign Envelope ID: 1AFF6394-862F-4407-822A-700FA206D6BF DocuSign Envelope ID:EE4D83D2-9DA1-4772-A9CC-9DF06BFA4641 Exhibit "A" I FIT HOUSE NETWORK enterprise s ENTERPRISE SOLUTIONS SERVICE ORDER Business Name Master Account Number L!City of Winter�rin _. _ _ 1005026425801 Contact __ . Phone Alternate W Barbara Martin 407)327-7574 Billin Address City State ZiP 1126 East State Rd 434 Winter Springs EL -j 32708 Account Executive - Phone Alt Phone Denise Houle (407 5-8870.__'. _.._...__.__ 407�8 -2360 Federal Tax ID Tax-Exempt Certificate Tax Exempt Status [.59.1.0263&4 _. ................... .._......... _. - _........ Tea �� Name Title Primar TN Alternate TN Er-nail _ f Order Type CCD _... _. j Portii Partial /Full n._ e. Additional Carder Comments Authorized Contacts: • Lee Stender/Network Administrator/407-327-5954(Istender@winterspringsfl.orcg ( -Andrew Jones/Computer Lab Technician/497-327-6580/ajones cz winterspringsfl.orcd •I Ed DeJesus/Computer Lab Technician/407-327-7571 /edejesus@winterspringsfi.org •1 Joanne Dalka/Information Services Director/407-327-5975/jdalka@wititerspringsfi.org BHN will use commercially reasonable best efforts to install and commence Services for City Hall as soon as passible. City Hall will begin with 12 SIP trunks, Installation will be coordinated between Bright House and City of Winter Springs. Bright House Enterprise Care is 24171365 and can be reached at 877-470-2023 TN =Telephone Number F'rit;PRIE,TARY and CONFIDENTIAL Pagel u1`3 Order#006it7fl0000MV0 DocuSign Envelope ID: 1AFF6394-862F-4407-822A-700FA206D6BF DocuSign Envelope ID_EE4D83D2-9DA3-4772-A9CC-9DF06BFA4641 BRIGHT HOUSE NETWORKS enterprise solutions ENTERPRISE SOLUTIONS SERVICE ORDER omestic LD minutes: 1 Enterprise Trunking 12 Trunks, ( Add 1 1 $500.00 $375.00 $375.00 36 included:2 year 50 TNs lI ( j 1,O00,3 year- 1.200 111 5 year-1,500 l — _... ............ . . _.______ ._....._._...... __ ... ._........... _ .......... ..._ "Prices do not include applicable taxes and governmental fetes that must be paid by Customer in addition to the specified fires PROPRIETARY and CONFIDENTIAL Page 2 of 3 Order#O061000000MV0 DocuSign Envelope ID: 1AFF6394-862F-4407-822A-700FA206D6BF DocuSign Envelope ID:EE4D83D2-9DA1-4772-A9CC-9DF06 FA4641 BRIGHT HOUSE NETWORK enterprise its ENTERPRISE SOLUTIONS SERVICE ORDER The Services products,prices and terms identified on this Service Order constitute Bright(douse 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 reserver 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 11ft, ,•'unta�r ) e tau httAt�� .-nrn,� =,i�te r'>1,�;ie. .r,i ,��R�,!c.c�ndit3o< _itr�ih 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 than voice-enabled premise equipment to a new address.If you do so,Enhanced 9..1.-1 II services may not operate properly and emergency operators will be unable to accurately identity the caller"s address in an emergency. It you C would like to move your sere cx you must call Bright House Networks. After expiration of the original Service Period,except where prohibited by law,this Service Order shall renew automatically for�urcessive renewal terms,each for a period of time equal to the original Service Period or such lesser period as required by law,unless either Warty siDrves the other Party with written notice of non-renewal of this Service Order at least thirty(30)days prior to the expiration of the then-current original Service Period or renewal term,as applicable. DocuSigned by: L 11 1�i2 F— -- __-°_--_--„....----_-__.....__'�__---,_.-- ..__-...M....---- ..-a_-_ .� -.- >__.._ _�,. ..-».... _._..___............------------- ------..,.,--- 'utior)M Signature for Bright House Networks, LLC Au prized Sign ure fijr City of Winter Springs Brad Freathy, Vice President, Enterprise Strategic Solutions p (� Printed Name and Title __�_--- Printed Name and Title 7/18/2016 a -_______-_----__-_____---_m_----W----_---W.-__-__---___ ----- -----___-- `--m--_-_C-_7 J- -----_W._.---___-___-----__-------_-_-_- -- Date Signed Date Signed PROPRIETARY and CONFIDENTIAL Page 3 of 3 Order 4 006i00O000fbfV0 DocuSign Envelope ID: 1AFF6394-862F-4407-822A-700FA206D6BF EXHIBIT S ESCALATION PROCEDURE FOR SPECTRUM BUSINESS ENTERPRISE SOLUTIONS gin„ , s MAE',=.= EN'YERPRISE CARE SALES For am,incidem post rrasttatl For all riew products,new projects,and resaeivals I rt p Y 8 1 >a d IRV 4 I { 1111 $ mill min