HomeMy WebLinkAboutDocumentation_Regular_Tab 03_01/09/2014 �
i''�.,� VILLAGE OF TEQUESTA
"° AGENDA ITEM TRANSMITTAL FORM
1. VILLAGE COUNCIL MEETING:
Meeting Date: Meeting Type: Regular Ordinance #: Click here to enter text.
January 9, 2012
Consent Agenda: Yes Resolution #: Click here to enter text.
Originating Department: Manager
2. AGENDA ITEM TITLE: (Wording form the SUBJECT line of your staff report)
1. Per Village Ordinance we are presenting the following agreements, proposals, commitments and
memorandum of understanding to Council:
3. BUDGET / FINANCIAL IMPACT:
Account #: Various Amount of this item:
Various
Current Budgeted Amount Available: Amount Remaining after item:
Budget Transfer Required: No Appropriate Fund Balance: No
4. EXECUTIVE SUMMARY OF MAJOR ISSUES: (This is a snap shot description of the agenda item)
1. Per Village Ordinance we are presenting the following agreements, proposals,
commitments and memorandum of understanding to Council:
a. FDG Flagler Station II LLC and Village of Tequesta Real Estate Lease Renewal (File# 281-
1-2a) - $3,191.00.
b. Tritech Software Systems-Medical Billing Software Agreement. Yearly Subscription -
$3,600.00 with a 3 year term.
c. Public Resources Management Group, Inc. Utility Consulting Services Agreement -
$6,500.00.
d. Windstream Communications, Inc. Proposal and Service Agreement. Providing internet
services to accommodate expanded usage. $1,327.00 Monthly/3 Year Contract.
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5. APPROVALS: ���"�
Dept. Head: Finance Director:
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Attorney: (for legal suffici�n ) Yes ❑ No ❑
Village Manager:
• SUBMIT FOR COUNCIL DIS SSION: ❑
• APPROVE ITEM: ��
• DENY ITEM: �
Form amended 08/26/08
` FLAGLER �-�v�
4601 Touchtan Road East � Building 300 � Suite 3200
Jacksonvilie, FL 32246
December 12, 2013
Michael R. Couzzo Jr.
Village of Tequesta
345 Tequesta Drive
Tequesta, FL 33469
Re: Real Estate Lease (File# 281-1-2a) dated 1/30/2006 by and between FDG Flagler Station II LLC, as
Lessor ("Lessor") and Village of Tequesta, as Lessee ("Lessee")
Dear Mr. Gouzzo:
We are writing to inform you that the terms of the referenced Lease provide you the option to renew the Lease
ir�r an adaitionai i2-month peric�d jthe "�cenewal Term"), provided y�u nofii"ry the Lessor priar ta tf�e eno of 'the
current term. To expedite your exercise of this option, we have provided below a place for you to acknowledge
exercising this option by returning a signed copy of this lette�.
If you choose to exercise your option, your Lease will be renewed effective January 30, 2014 and extend through
January 29, 2015. Also, in accordance with Section 2, the rental rate for the term immediately preceding the
Renewal Term will be increased by 59�0; therefore your new annual rental rate for the Renewal Term will be
$3,191.00, plus all sales or use taxes levied by any governmental body for the use or occupancy of the Leased
Premises. All other terms and conditions of the Lease shall continue to be in effect during the Renewal Term. In
anticipation of your �enewal, you will be receiving an invoice for the Renewal Term.
If you do not intend to exercise your option to renew this Lease, please do not return a copy of this letter and
instead please refer to the provisions of Paragraphs 13 and 14 of your Lease which advise you of your
obligations and requirements for termination.
Please return a copy of this letter signed and dated below, acknowledging and exercising your option to renew
the Lease, to my attention at the address written above.
If you have any questions, please contact me at 904-565-4135.
Sincerely,
1�
1 �� J
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Sharon Toomey
Lease Manager—Corridor Marketing and Management
ACKNOWLEDGED AND ACCEPTED:
This �day of �-���� �--� 2013
,
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By: � � ` �
Print Name and Title � z.v `�
�`L LA C"�r E a r) �t c7 C 2
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ADDENDUM
Pablic Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor
must keep and ma.i.ntain this Agreement and any other records associated therewith and that are
associated with the performance of the work described in the Scope of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Scope of Services are not disclosed except as
authorized by law. Finally, the Contractor shall retain the records described in this paragraph
throughout the performance of the work described in the Scope of Services, and at the conclusion
of said work, transfer to the Village, at no cost to the Village, all such records in the possession
of the Contractor and destroy any duplicates thereo£ Records thax are stored electronically must
be transferred to the Village in a format tha.t is compatible with the Village's information
technology systems.
MEMORANDUM
TO: MICHAEL COUZZO, VII.I.AGE MANAGER
CC: JAMES WEINAND, FIItE CHIEF; JODY FORSYCHE, FINANCE DIItECi'OR
DATE: 12/05/2013
FROM: MARY SPEIGL
SUBJECT: PERMISSION TO USE TRTTECH SOFTWARE SYST'EMS FOR MEDICAL BII,LING SOFTW
An agreement for medical billing software was signed oxiginally by you on 8/30/2013 with
Meda.point. We never sent the signed agre�eat to them. We had asked them for a Business
Associa.te Agteement which is required by HIPAA and they declined Also, thexe were some major
software issues in that cla.ims were ttot able to go tbrough for a month. '
We felt that we would be better served to go with a more sta.ble company that had a good track
record and a comparable price. Martin County has used their software for pears and is happy with it
I have run the Tritech software agreement past Keith L?avis. His email with the proposed changes is
iacluded for your review. I checked the agreement that was sent today by Tritech and the changes
are included.
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You will find the following items attached: �°�
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1. Tritech Price Quote (the total subsarptton for a,�3 year term with no pnce increases is
-r---
$10,800.00 , nt�t is a pearly snbscapt�on o£ $3;00 00 pa�able�(� ,$�OU:OO�month�
2. Tritech Software License & Use Agreement
3. Copp of email f�om Keith Davis with proposed changes to License agreement (which are
in this agreement)
4. Busia.ess Associate Agreement between Tequesta Fire Rescue and TriTech Software,
revised by Keith Davis ,
5. Copy of Software quotes and info �
6. Copy of Purchase Order Requisition signed by pou
If you would sign the tagged pages and retum the agreements, I can send them back to Tritech for
their sigaatures per Tyler Hannan. They will in tutn sign and retum to me.
Should you need anp of the emails from Ke,ith Davis or Tyler Harmau, I will� be glad to furaish them.
Thank you. °
TriTech (Sweet) Web-based 800-537-3927 X4830 Tyler Harman Healthaac 800-831-9419 X 202
[Tyler.Harman@tritech.com] In business for over 32 years
Can use our server or web-based applicatlon
May interface w/Documed- works w/ASCII format Can build program to use what we want
pull in Patient Care Reports
Basic appllc�tlon�, -$300 U0 month;w/standard�rspo,rt modute'•& Collectlon Module ,° ;`. `,;'; ,.` ;�` NEMSIS Interface
Professional application -$375.00/month +$85/month for custom reports $300/month for web-based or $17,500 for softuuare on our server
Professlonal requires 3 days of on-site training @ cost of $12501day plus travel
Choose Clearinghouse that is 5010 compliant
Choose Clearinghouse - used to use Emdeon but
Data conversion from PMX3 may be messy - best to close out on no tech support - won't call bk - it's farmed out
cuRent system and start new claims w/them
Can convert our data to their programs
5010 compliant for 2014
Backs up several times/day - no need for server Can choose sofiware for our server or web-based
Ultra secure - fully encripted HIPAA compliant
Eliminates License fees & maintenance fees On-demand patient eligibility
Access from anywhere Medical necessity testing
WIII include all updates with the upcoming ICD-10 code changes Backs up several times/day - no need for server
at no extra costs Ultra secure - fully encripted IState of Art firewalis & intrusion preventio
Was able;to negotiate a deal as theirinitlal pnce�was $35D'UO(month'and�tlid not On-site training -$1,000 day plus expenses plus addtl intemet
_ include the Collectlon Mod�le _ �` � {, training of $500.00
. N�.o tr�ining costs'for basic applicatlon' �
www.tritech.com www.healthpac.net
Medapoint/AdvanceClaim Saas (Software as a Service)Web based
Eric Becker, President 512-297-8408
Jonathan Looney �onathan.looney@medapoint.com]
If Documed is NEMIS compliant, would probably interface
FYI - Documed is NEMIS compliant
$350/month
includes Clearinghouse Emdeon
Jonathan is checking on data conversion but Rich download pt demographics to excsl
5010 compliant for 2014
Completed demo - really appears to streamline so many things
Backs up several times/day - no need for server
Ultra secure - fully encripted /State of Art fireuvalls 8� intrusion prevention
Eliminates License fees & maintenance fees
Access from anyw►here
Uses Goggle Chrome
Chose not to go wlthis company as they did not want to sign
a requlred HIPAA Business Associate Agreement and
they are having big tecfinlcal problems getting claims to go throu�h. °° • . . °
www.medapoint.com
s •
Customer No. TriTech Software Systems
N EW Decorah, IA 5 O Rd - PO Box 276 �)) TRITECH
Proposal Date: November 14, 2013
Proposal Explratton: Deceml�r 74, 2013 '
SalesRep: TylerHarman TriTech.com Biiling.
Customer Name: Teaueste Flre Resa,e
Contact (Name / Title) Men SpetAi Billing Address: 357 Te uesta Dr
Physical Address: 357 Teauesta Dr City, State, Zip: T ueste FL 33469
City, State Zip: reauesta, R. 33ase Phone # 561 768-0557
E-mall address: msoetalC�tteauesta.ora Fex# 561 768-0693
• 11 � i � • • • • • • � •
1►My esdmated sales and/or use tax has been calculated as of date of
NeW S81@ TypB quotation and is proNded as a convenience for budgetary purposes.
BBSIC 01111n0 VeBIOn TriTech r�erves the right to adJust and wlleet sales and/or use tax at
the actual date of Invaicing. If your arganhatlon is tax exempt or pays
state taxes dhectty, then prlor to invoid�, your organizatlon must
Mery Speig/ Administrato� Neme provlde TriTech a copy of a wnent tax exemption certlflcate issued by
12/94/2013 SubBerlptlon Effective Date vour state's taxing authority for the gnren )urisdtction.
1 � AuthOrlZBd US018 2) Terms are as agreed in the Oniine License and Use Agreement unless
3 SubSCNptlOe T0m1 (y08B) ��� �ndlcated on thls Sal� Order Form. All Programs and Servic�
are provlded under and govemed by the terms and wndltions of the
Online License and Use Agreement Sal� orders not signed and
retumed to Tm'ech eRh by fax or mail, by the ocpiratlon date are null
and vold. You agree to SII terms and conditiens by your stgnature
2002M TnTech.com Billing Base y�i
2�028 Tn7ech.com Basie Billing User 3) The Subscriptlon TeRn ts non-cancellable In the event Customer
2004 Standard Reports-Full Aecess caneels the Subscription Services before the end of the Term, except for
1095N Colleetion Module reasons provided In Sectlon V ofthe Ucense Agreement, any dLseount
shall be forFeited and become immedlately due and payable.
�
Calc. Daily SubscripUon Fee $9.86 + Tax
Morrthly Subscriptlon Fee " $300.00 + Tax
Yea�y Subscription Fee $3,600.00 + Tax
Subscription Term Total $10,800.00 + Tax
This aeles arder w10 not be honored if modiflfled In any way by the
a�slomer.
The Effecdve Date of the subscription is detertnin� based on
when usemames and passwords for accessing the system are
delivered to the customer. This will be within 5 woridng days of
Monthly Fee 300.00 receipt of signed egreemerits.
��� T�� $0.00 "Subsequerrt MoMhly ACH subJect to change if appllcable ta�c
rate Changee. ,
GR/wD TOTAL 300.00
•
Sales Tax Exempt7 �' Yes �' No
If Yes: � Certificatie on File
r Certificate attached
Upon authorized signatures below, this Quote becomes a Sales Order
cus�omer a,a,cr�zea s�gnen,re ��� py�g I et
0
TriTach Autharized Signeture p� �
. • . � . 1 s�� .
iequesta Flre Rescue Online Bllling Basic 11-1413
Speigl, Mary
From: Keith Davis [Keith@cwd-legal.com]
Sent: Tuesday, November 19, 20131:06 PM �-C'�.�°�'��
To: Speigl, Mary , t
Cc: Weinand, James �.v, , :__ ��,�,-���'�,
SubJect: � RE: Tn'Tech Agreement "- ���
t+ �
Minor comments:
,
Page 4, Paragraph V. F. They only need 30 da.ys to terminate, so I propose char�ging our termination window to
also be 30 days (currently its written a.s 60 da.ys for the Village). ,
Page 10, Paragraph X. Add to the end of the paragraph the following language: "Nothing contai.ned in this
Agreement sha11 be construed as Client's consent to be sued, or as a waiver of Client's sovereign immunity
beyond the l�mits set forth in Sec. 768.28, Florida Sta.tutes, including limits on the award of attorney's fees."
Page 10, Paragraph XIV. I'd like the governing law to be Florida law (currently reads California law).
Keitla W. Davis, Esquire �
�s� �� ��a�a; .��
Tel: (561) 586-7116
�'az: (561) 586-9611
Effiail: keitl�(a�cw�ci-les�.cona
From: Speigl, Mary [mailto:mspeiglCa�tequ�sta.org]
Sent: Monday, November 18, 2013 10:08 AM
To: Ketth Davis
Cc: Weinand, ]ames; Speigl, Mary
Sub,�ect: FW: TnTech Agreement •
Good morning Keith,
This is your month with us it appears. Please look over the attached license and use agreement with TriTech for
their Cloud software applica.tion.
Thanks for your help.
In.tegrity is the founda.tion upon which all other values aze built Brian Tracy
Mary Speigl
Phone: 561-768-0550
Fax:561-768-0693
He is no fool who gives up what he can not keep, to gain what he can not loose.
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�)) TR ITECH TnTech Softwere Systems
9477 Waples Street, Ste. 100
sOF i v�apE Sv5 � Er�rs San Diego, CA 92121
Phone: 858.799.7000
Fax: 858.799.7011
www.tritech.com
Subscription Service License � Use Agreement
TriTech.com Billing � TriTech.com ePCR (Online)
I. ASP License and Use Agreement
This Application Service Provider (°ASP°) Agreement is made by and between, TriTech
Software Systems, (hereinafter referred to as "Tn'Tech7 and the client named on the
signature page attached hereto (°Client°) as of the date that the quote accompanying this
Agreement is executed by an authorized representative of both Tn'Tech and the Client.
TnTech and Client may also be referred to herein individually as °Party", or collectively as
the "Parties°. ,
II. Seroices; Software.
A. Under the terms of this Agreement, TnTech will be responsible for providing the
following services (°Services°):
(i) Hosting Tn'Tech's softaware ("Softwrare°) for its Tn'Tech.com Billing and/or
Tn'Tech.com ePCR online program and corresponding modules as indicated on the
Sales Order attached hereto as Addendum 2;
(ii) Providing the Client with technical support for the Soffwrare as set forth in
Schedule A(°Technical Sucport°), database hosting and other related senrices as
further defined in the Sales Order;
(iii) Providing the Client with remote access to the Software and the applicable
database(s) for Authorized Users (as defined in Section I II (B) hereo� for 24 hours per
day, 7 days per week, except as otheiwise provided at Schedule A hereto with respect
to scheduled maintenance; and further provided, that TriTech shall nqt be responsible
for connectivity issues due to an event of Force Majeure, as defined in paragraph B
below; '
(iv) Providing the Client with certain user manuals and/or on-line Software education
or other information on the TnTech Web site to assist Client with its use of the Soflware
(°Documentation");
(v) Enabling Client to update the applicable databases and obtain the agreed upon
data processing output;
(vi) Providing any other Software related services stated in the Sales Order
(together, the °Subscription Senrices°). Schedule A and any Documentation may be
updated by Tn?ech from time to time in its sole discretion upon written notice to Client;
(vii) Providing the Client with initial training as stated in the Sales Order; and
(viii) Populating the Software and the associated database(s) with Client Information
(as defined in Section VI I(B) hereofl and othenroise assist Client writh the set-up of the
Softwrare (together, the �Implementation Services°).
(ix) If applicable, TriTech and Client shall mutually agree in wnting on a schedule for
transfer of data from Client's existing system to TnTech.com Billing.
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B. Force Majuere. TnTech shall not be responsible for delays in perFormance, including
connectivity issues, due to disruption of intemet senrices, war, acts terrorism, strike,
fire, riot or insurrection, natural disaster, delay of camers, govemmental order or
regulation, unavailability of equipment or software from suppliers, the actions or
omissions of Client or its officers, directors, employee.s, agenfs, contractor� or elected
officials and/or other similar occurrences beyond TnTech's reasonable control.
C. Notwithstanding anything in this Agreement or any understanding of the parties to the
contrary, Tn'Tech shall not be responsible for the followring: (i) Submitting claims, bills or
invoices to the Client's Medicare carrier or other payment source; (ii) Coding of claims
or any other collection or billing-related activities; (iii) Proper documentation of claims,
patient care reports or other documents; (iv) Reviewing claims for accuracy, proper
completion, completeness, or propriety of submission for payment; (v) Submitting local,
regional, state, or national data submissions; or (vi) the ClienYs own use of the
Software, including, without limitation, entering Client Information into•the Software.
D. This Agreement allows Client to use the Software located on Tn'Tech's servers to which
Client will be granted limited remote access. Client shall not receive a physical copy of
the Software in any form, but will have the ability to use the Software on TnTech's
servers, and to access the Software remotely as directed by TriTech.
III. License; Access.
A. Provided that Client has paid the applicable Fees (as defined in Section IV (A) hereo�,
Tn'Tech grants to Client a limited non-exclusive, non-transferable license to use the
Subscription Services, including the Software located on Tn7ech's servers, through
Client's computer(s) for Client's intemal operational use only for the Term set forth in
Section V unless otherwise agreed to by TriTech in writing, and Tn'Tech shall perform
the applicable Implementation Services for the Client. The Subscription Senrices may
only be accessed by an Authorized User. Except for applicable billing services as
stated on the Sales Order, Client is expressly prohibited from sublicensing, selling,
renting, leasing, providing service bureau or timeshare senrices, distributing or
otherwise making the Subscription Senrices or the Software available to third parties
other than any third-party Authorized Users.
B. For purposes of this Agreement, an "Authorized User° is an individual who is an
employee of Client, a contractor or other representative of Client and (ii) who has been
properly issued a valid password that subsequently has not been deactivated.
C. Access to the Subscription Senrices by Authorized Users is enabled only by passwords
that TriTech supplies to Client for issuance to Authorized Users. Client is solely
responsible for the management and control of those passwords and Authorized Users
shall not be permitted to disclose or transfer a password to any third-party. Client shall
assign a"Client Administrator� to provide such password management and control.
Upon request by Client, additional Authorized Users' passwrords shall be activated by
TnTech.
D. Client acknowledges (i) that the protection of passwords issued to Authorized Users is
an integral part of TnTech's security and data protection process and procedures and,
(ii) that TnTech will rely on Client utilizing and maintaining proper password control
obligations and procedures. In the event that Tn?ech has reasonable cause to believe
that a password is being improperly used by an Authorized User or used by an
unauthorized person, Client shall promptly notify Tn'Tech. Tn'Tech reserves the right to
deactivate an unauthorized password immediately upon notice from Client without
further notice to Client or the affected Authorized User. TnTech shall have the right, at
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its sole cost and expense, to have an independent certified accounting firm, to verify
the number of passwords that have been issued for use by Autfiorized Users of the
Client and use of these passwords within Client's organization in compliance with the
terms of this Agreement.
E. The number of Authorized Users having the ability to access the Subscription Services
at any single moment in time shall be specified on the Sales Order.
IV. Fees; Payment; Taxes.
A. As consideration for use of the Subscription Services and the Implementation Services
during the initial contract term, Client shall pay those fees and charges set forth in the
Sales Order (together, °Fees°), in accordance with the payment terms stated therein
(annual or monthly). For annual fees, Client shall remit payment prior to the initial
contract term, and each subsequent annual term in accordance with Tn'fech's invoice
and Renewal Notice. For monthly Subscription Fees, Client agrees to allow TnTech to
debit from its bank account(s) any and all fees due TriTech under this Agreement, if
Tn'Tech at its sole discretion chooses to do so. Failure to pay may result in suspension
or termination of your account until payment is made. Fees shall remain in effect
during the Initial Term. Thereafter, fees are subject to change upon each successive
renewal which shall be mutually agreed and set forth in the Renewal Notice.
B. As consideration for use of the Subscription Services during renewal contract terms,
Client shall pay those fees and charges set forth in the Renewal Notice (together,
°Fees°). .
C. Except as stated in Section A above for Subscription Fees paid on an annual basis,
fees for the Subscription Services are due monthly and shall be billed automatically on
the 15�' of each month as a direct debit ftom ClienYs bank ac�ount. All Fees (annual or
monthly) are non-refundable for any reason. °�
D. Fees for the Implementation Services are due thirty (30) following the Effective Date
set forth on the Sales Order and shall be billed automafically as a direct debit from
Clients bank account, unless invoicing is specified. If invoicing is specfied, then all fee
and charges are payable upon receipt. .
E. Past due payments accrue late payment fees at one and one-half percent (1.5%) per
month or the highest legally permissible late payment fee, as applicable.
F. Any amounts payable pursuant to this Agreement are to be net to Tn'Tech and shall not
include taxes or other govemmental charges or surcharges, if any. In addition to the
fees and charges due to TriTech under this Agreement, Client shall Pemain liable for
and shall pay all local, state, and federal sales, use, excise, personal property, or other
similar taxes or duties, and all other taxes, which may now or hereaf�er be imposed
upon this Agreement or possession or use of the Program, excluding taxes based on
TnTech's income.
G. For Clients paying Monthly subscription fees: Upon execution of this Agreement Client
shall provide to Tn'Tech a duly signed ACH Debit AuthorizaUon Form providing Tn?ech
with authorityr to directly debit a bank account belonging to Client which shall at all
times have available credit (or debit balance) sufficient to pay the applicable fees and
charges. Client agrees to immediately provide TriTech with a new duly signed ACH
Debit Authorization Form in the event the bank account is closed or cancelled. If Client
fails to pay or TnTech is not able to directly debit funds in the manner described herein,
the Client is in violation of this Agreement. Client must make funds available for direct
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debit with five business (5) days In the event of failure pay, at Tn'fech's sole
discretion, in addition to the Fees due, Tn'Tech shall have the right to require an
immediate deposit covering two (2) months of Fees to hold in reserve. Tn'Tech shall
have a right to keep the Deposit in reserve until expiration or terminafion of this
Agreement to apply to Client's non-payment of any of the amounts owed to TnTech
under the terms of this Agreement and, if Client fails to pay to Tn'Tech any such
amounts owed to TnTech under the terms of this Agreement, Client hereby authorizes
TnTech to apply any or all of the amounts that TriTech is holding in the Deposit towards
such amounts due and owing. In addition, if at any time Tn7ech needs to apply any
amount that it is holding in the Deposit towrard the amounts that are due and owing to it,
Client agrees that, upon receipt of notice irom TnTech of the applied amounts (°Notice
of Amounts Applied from Deposit7, Client will promptly make payment to TriTech of the
applied amounts (°Applied Amounts°) so that TriTech may continue to hold in Deposit
• the Required Amount for Deposit.
V. Term and Termination; Suspension of Services.
A. The initial term of this Agreement shall commence on the Effective Date as stated in
the Sales Order and shall continue in full force and effect until the Expiration Date as
stated in the Sales Order (°Initial Term'� unless the Agreement is otheruvise terminated
as set forth herein. The Initial Term shall not be less than one (1) year, except as
othervvise provided in this Section V.
B. At the conclusion of the Infial Term, this Agreement automatically shall renew for
successive one (1) year terms, unless otherwise specified in the Sales Order (each a
"Renewal Term°), unless one Party notifies the other Party in writing of its decision not
to renew at least thirty (30) days prior to the end of the Initial Term or any Renewal
Term. (The Initial Term and any Renewal Term collectively are refeRed to herein as
the "Term°).
C. Either Party may terminate this Agreement (i) immediately if the other party becomes
the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to
insolvency, receivership, liquidation or composition for the benefit of creditors, or (ii)
immediately if the other party becomes the subject of an involuntary petition in
bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation
or composition for the benefit of creditors, and such petition or proceeding is not
dismissed within sixty (60) days of filing.
E. Client may terminate this Agreement if Tn7ech breaches any term or condition of this
Agreement and fails to cure such breach within thirty (30) days after receipt of written
notice of the same.
F. Client may terminate this Agreement for convenience following thirty (30) days prior
written notice to TriTech. Client shall pay TnTech for all fees and expenses eamed up
to the date of termination.
G. In addition to the circumstances as described in Subsection V(G) below, TnTech may
terminate the Agreement at any time upon thirty (30) days prior written notice to the
Client.
H. If Client's scheduled Subscription Services payment or any other amount due and
owing by Client to Tn'Tech is delinquent, TriTech may, in its sole discretion,
immediately terminate or suspend all or any portion of the Senrices forty-five (45) days
after the date payment is due. If applicable, should TriTech elect to apply the Deposit
toward any delinquent payment, TriTech shall provide written notice to Client. In the
SubsQiptlon Service License & Use Agreement '
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event services are suspended, any resumption of services shall be at Tn"Tech's
discretion as further defined in Section V(I) below.
i. Upon the effective date of expiration or termination of this Agreement (i) Tn'Tech
immediately will cease providing Client with any Services it is providing and any other
applicable component of the Senrices; (ii) all issued passwords shall be deactivated;
(iii) Client immediately shall pay in full to Tn'Tech any and all monies that are owred by
the Client to TriTech under this Agreement for the Services fumished up to the effective
date of the AgreemenYs termination or expiration; and (iv) if Tri'�ech has not already
applied any of the Deposit toward amounts that may be due and o.wing to it by the
Client, TriTech agrees that it shall retum to Client any amounts that may be remaining
in the Deposit.
J. Upon TnTech's reasonable belief that tortuous or criminal or otherwise improper
activity may be associated with Client's utilization of the Senrices, TriTech may, without
incurring any liability, temporarily suspend or discontinue the Services pending
investigation and resolution of the issue or issues involved.
K. If all or any components of the Services have been terminated as a result of a breach
by Client, or suspended as provided herein, and Client requests that all or any
component of the Services be restored, TriTech has the sole and absolute discretion
whether or not to restore such Services; and further, any such restoration shall be
conditioned upon TriTech's receipt of all Fees due and owing hereunder, including if
applicable, Fees required to maintain the required Deposit amount, or other such
conditions as TriTech may reasonably determine are appropriate.
L. In the event of expiration or termination of this Agreement for any reason, each Party
shall promptly retum to the other Party or destroy all copies of the other Party's
Confidential Information (including notes and other derivative material) that it has
received pursuant to Section VII hereof. In this respect, TnTech wrill send to Client a
"detailed aged accounts receivable listing° within a reasonable period of time after
termination or expiration of the Agreement and, upon instruction from Client writhin thirty
(30) days of termination or expiration of the Agreement, either re�nove Client's data
from TnTech's system, destroy such data and verify such removal and destruction in
writing to Client; or send to Client an electronic copy of all information entered by Client
into the Softwrare (i.e. the Client's database) via CD-Rom, tape drive Qr other external
media of Tn7ech's choosing. In the event that no instructions are provided by Client
writhin such thirty (30) day timeframe, Tn'Tech shall remove and destroy Client's data as
defined above. The Client shall be responsible for installing its data on ClienYs
computer system and maintaining the database in compliance.waith HIPAA (as defined
in Addendum 1 hereto).
M. Fees prepaid for the Initial Term or a Renewal Term are nonrefundable in the event of
termination for any reason.
N. Sections IV, V, VII, VIII, IX, X, XI, XII, XIII and XIV shall survive any termination of this
Agreement, as well as any other obligations of the Parties that corrtemplate
perFormance by a Party following the termination of this Agreement.
VI. Client Responsibilities.
A. In conjunction with its obligation to participate in the Implementa�on Services, Client
will assign personnel with the required skills and authority to perForm the applicable
tasks effectively and, further, will make best efforts to meet its obligation to supply
information and othervuise as as nece to effect the commencemerrt of the
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TrlTech Software Systems �O Z013
Subscription Services via the Implementation Services. Management of Client's
responsibilities in conjunction with the Subscription Services after implementation shall
be assigned to a Client Administrator who has attended training offered by TnTech to
Client. The Client Administrator that the Client appoints may be replaced at any time in
the sole discretion of the Client upon Client's written notice to TriTech so long as the
newly appointed Client Administrator has attended TnTech's training. Client will be
charged additional fees for any such training for ClienYs employees beyond the initial
training for the Software that is a part of the Implementation Senrices. .
B. Client is responsible for providing hardware that meets Tn"Tech's�recommended
hardware specfications, and remote connectiviiy.
C. Client is solely responsible for the integrity of all data and information that is provided to
TnTech under this Agreement (i.e., the Client Information), including completeness,
accuracy, validity, authorization for use and integrity over time, regardless of form and
format, and whether or not such data is used in conjunction withh the Subscription
Services. Further, it is solely Client's responsibilit�r to assure that the initial and one-
time importing of the Client Information into Client's database by TnTech has been
properly performed, acknowledging that thereafter the completion of the infial set-up of
all Code Files not already populated by Tn7ech and the input apd modification of
Client's database shall be pertormed solely by Client. The Client Information that is to
be included in ClienYs database shall be provided by Client in a digital form that
complies with the requirements of the Client Information format as stated in Tn"Tech's
policy for inputting Client Information in any Documentation TnTech provides to Client.
In addition, Client is solely responsible for the accuracy of any and all reports, displays
and/or uses of Client Information, whether or not Tn'Tech assisted Client with the
development or construction of such reports and displays and other uses of the Client
Information.
D. Client shall not attempt to decode, disassemble, copy, transmit� transfer or othenroise
reverse engineer the Senrices, including, without limitation, the Software.
E. Client is responsible for maintaining an active e-mail account for correspondence writh
Tn'Tech.
F. Clierrt is responsible for performing patient and call data entry ac�ivities.
G. Client is responsible for properly coding claims and properly documenting claims.
H. Client is responsible for correcting data entry errors identified via the process of any
Medicare Electronic Claim File generation or other comparable process.
I. Client is responsible for generating all applicable paper copies of claims and
information entered.
J. Client is responsible for submitting all claims to the Medicare carrier or other payment
source for payment.
VII. Confidentiality, Privacy and Business Associate Provisions.
A. In association to the negotiation of this Agreement and TnTech's participation in the
use and support of the Software, Client has obtained, will have access to, or will obtain
confldential information regarding intellectual property of TriTech, the Software and its
contents, sales and marketing plans and other similar information (hereinafter referred
to as "Confidential Information'�. Client acknowledges that the Software itself
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TrlTech Software Systems c0 2013
represents and embodies certain trade secrets and confidential information of TnTech.
Client hereby agrees that, for itself and its shareholders, officers, directors, employees,
and agents, Client shall not disclose any of TnTech's trade secrets or confidential
information writhout TriTech's prior written consent for any such disclosure.
B. In association with the negotiation of this Agreement and the participation of Tn'Tech in
the support of the Software, Tn'Tech has obtained or will obtain confidential information
of Client regarding the business of Client, Client Information for• its utilization in
' connection with providing the Services to Client, the records of patients served by
Client, accounts payable and accounts receivable of Client, trade secrets, customer
lists, and other similar information. TriTech shall not disclose any of Client's confidential
information without Ciient's prior written consent for any such disclosure. °Client
Information° means confidential information about Client's business or its customers
that (i) Client and/or its customers deliver to TriTech for use in its implementation of the
Services, which Client subsequently updates and otherwise modifies, and (ii) TriTech
hosts on senrices for access by and transmission to the Authorized Users via the
Intemet. TriTech shall not use any Client Information except as expressly set forth in
this Agreement.
C. In addition to TriTech's obligations regarding nondisclosure of Client Information set
forth above, in the event that TriTech is a°Business Associate,° and Client is a
°Covered Entity" pursuant to 45 C.F.R. § 160.103, Tn?ech shall perForm its obligations
under this Agreement with respect to Protected Health Informapon (°PH17 as provided
in Addendum 1 attached to this Agreement. '
D. Notvvithstanding any provisions of this Agreement to the contrary, Clierrt may terminate
this Agreement if Client determines that TriTech has violated a material term of this
Agreement with respect to its functions as a Business Associate in accordance writh
Addendum 1.
E. Confidential Information other than PHI as defined in Addendum 1, shall not include
any information that is (i) already known to the receiving Party at the time of the
disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known
through no wrongful aet or failure of the receiving Party; (iii) subsequently disclosed to
receiving Party on a non-confidential basis by a third party not having a confidential
relationship with the other Party hereto that rightfully acquired such information; (iv)
communicated to a third party by receiving Party wwith the express written consent of the
other Party hereto; or (v) legally compelled to be disclosed pursuant to a subpoena,
summons, arder or other judicial or govemmental process, provided the receiving Party
provides prompt notice of any such subpoena, order, etc. to the other Party so that
such Party will have the opportunity to obtain a protective order.
F. Each Party agrees to restrict access to the Confidential Information of the other Party to
those employees or agents who require access in order to perForm the Subscription
Senrices, implementation Services or Additional Services, acknowledging that certain
Confidential Information of each Party may be disclosed to Authorized Users as a
necessary function of the Subscription Services; and, except as otherwise provided,
neither Party shali make Confidential Information available to any other person or entity
without the prior written consent of the other Party.
�
G. Notvvithstanding the foregoing, Client understands and agrees that TriTech may
transfer Confidential Information of Client to a third party hosting entity for the purposes
of providing the communications infrastructure, hosting services and/or related support
and other operations necessary to deliver all or certain portions of the Senrices;
rovided that Tn'Tech, in tum, binds such third party to confidentiality and non-
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TriTech Software Sysbems c0 2013
disclosure terms that are at least as protective of TriTech's and Client's interests as the
terms stated herein. Client acknowledges that TriTech shall have no �esponsibility or
liability for unauthorized access to or dissemination of Client Information by Authorized
Users or other third parties, whether as a result of breach of data security,
misappropriafion or misuse of passwords or any other cause.
VIII. Oumership.
A. Tn'Tech owns all rights and title in and to the Services, including, without limitation, the
Soflware, and any Developments, as that term is defined below. Further, Client agrees
that the Subscription Services' screens and any output of the S�rvices, excepting the
Client Information, are the property of Tn and subject to United States and other
patent, copyright, trademark, trade secret and other applicable laws and treaties and
Client agrees that it shall not remove, alter or obstruct any ownership or use legends
that Tn?ech places on any such screens or output of the Senrices. Nothing contained
in this Agreement shall be construed as granting Client any rights in or to the
Subscription Services (including, without limitation, the Software �nd output of the
Subscription Services), the deliverables from the Implementation or Additional Senrices
or related Confidential Information, other than the right to use the Services and any
applicable Confidential Information of TnTech during the Term, in accordance with this
Agreement.
Client agrees that TriTech has and retains all rights to use any data and information
relating to the Softvware and Senrices that it receives from Client including, without
limitation, any information that constitutes, or results in, an improvement or other
modfication to the Software or the Services, but excluding the Client Information and
PHI.
As between the parties, TriTech agrees that all Client Information provided to TnTech
under this Agreement for TriTech's use in connection with the Subscription Seroices is
the property of Client; provided, however, Tn'Tech shall have the right to retain Client
Information in accordance with its obligations under the terms of this Agreement in the
event that the retum or the destruction of any Client Information is infeasible.
The term "Developments° shall mean all programs, upgrades, updates or other
enhancements or modfications to the programs, if any, and all Documentation or other
materials developed and/or delivered by TriTech in the course of providing technical
support or otherwise, under this Agreement.
B. Client will not have the ability to copy the Client Information entered onto the Software.
Rather, TriTech will retain an electronic copy of this Client Information as set forth
herein. TnTech shall retain the physical copy of the Software, title, right and interest in
and to the Software, including upgrades, updates, and/or other enhahcements or
modfications to the Software in any medium, including but not lim�ed to all copyrights,
patents, trade secrets, trademarks, and other proprietary rights.
IX. Disclaimer; Limitation of Liability. �
A. THE SERVICES, SOFTWARE AND ANY DOCUMENTATION ARE MADE AVAILABLE
FOR CLIENT'S USE "AS IS" AND EXCEPT AS OTHERWISE SPECPFICALLY
STATED HEREIN, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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TriTech Safl.ware Systems OO 2013
B. TRITECH DOES NOT WARRANT THAT THE SOFTWARE WI'LL OPERATE
UNINTERRUPTED OR ERROR-FREE. CLIENT AGREES TO INDEMNIFY TRITECH
AGAINST ANY SUCH LIABILITY TO CLIENT, REGARDING THE CLfENT'S USE OF
THE SERVICES, THE SOFTWARE AND ANY DOCUMENTAT�ION OR OTHERWISE.
IN NO EVENT SHALL TRITECH BE LIABLE TO CLIENT OR ANY THIRD PARTY,
WHETHER IN CONTRACT, TORT, OR OTHERWISE FORINCIDENTAL, SPECIAL,
INDIRECT, GENERAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY
NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS,
INCOME, LOSS OR USE OF DATA, WHICH MAY ARISE IN CONNECTION WITH
THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES,
SOFIINARE AND ANY DOCUMENTATION EVEN IF TRITECH HAD BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THIS CLAUSE SFiALL SURVIVE
FAILURE OF AN EXCLUSIVE REMEDY.
C. TRITECH DISCLAIMS ALL LIABILITY FOR ANY DAMAGE RESULTING FROM OR
RELATED TO DATA AND/OR CLAIM FORMS AND RELATED INFORMATION TO,
BY, ABOUT OR FOR ANY FEDERAL, STATE OR PRIVATE INSURANCE
ORGANIZATIONS, INCLUDING, BUT NOT LIMITED TO MEDICARE, MEDICAID,
AND COMMERCIAL INSURANCE COMPANIES. TRITECH MAY PROVIDE SUCH
DATA OR INFORMATION, IF AT ALL, ONLY AS "SAMPLES° FOR THE PURPOSE
OF DEMONSTRATING OR DISPLAYING HOW SUCH DATA AND/OR CLAIM FORMS
MAY OPERATE IN THE SOFTWARE. TRITECH PROVIDES ALL SUCH SAMPLES
ON AN °AS IS° BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS OR
IMPLIED. TRITECH RECOMMENDS THAT CLIENT VERIFY THE ACCURACY OF
ANY AND ALL DATA AND/OR CLAIM FORMS CLIENT USES WITH THE
SOFTWARE.
D. TRITECH DISCLAIMS ALL LIABILITY FOR THE ACCURACY AND/bR
COMPLETENESS OF DATA, INCLUDING BUT NOT LIMITED TO DATA SUPPLIED
WITH THE SOFTWARE OR AS ADDED OR MODIFIED BY CLIENT OR ANY THIRD
PARTY, OR DATA AS PROCESSED ON CLIENT'S OR TRITECH'S COMPUTER
NETWORK. CLIENT BEARS THE ENTIRE RESPONSIBILITY FOR ITS COMPUTER
NETWORK, INCLUDING CLIENT'S USE OF THE SOFNVARE, THE PERFORMANCE
OF THE SERVICES AND THE SOFTWARE AND THE BEHAVIOR OF THE DATA ON
EITHER CLIENT'S OR TRITECH'S COMPUTER NETWORK.
E. TRITECH REPRESENTS AND WARRANTS TO CLIENT THAT, TO TRITECH'S
CURRENT AND ACTUAL KNOWLEDGE, THE SOFTWARE, WHEN USED IN
ACCORDANCE WITH THIS AGREEMENT, DOES NOT VIOLATE ANY EXISTING
U.S. COPYRIGHTS, PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL
PROPERTY RIGHTS OF ANY THIRD PARTY AS OF THE DATE OF THIS
AGREEMENT. TRITECH SHALL INDEMNIFY AND HOLD CLIENT HARMLESS
FROM AND AGAINST ANY AND ALL ACTIONS, SUITS, PROCEEDINGS, CLAIMS,
DEMANDS, LOSSES, LIABILITIES, COSTS AND EXPENSES, INCLUDING
REASONABLE ATTORNEYS FEES, INCURRED BY CLIENT ARISING OUT OF ANY
BREACH OF THIS WARRANTY ON THE PART OF TRITECH.
F. IN NO EVENT SHALL TRITECH'S TOTAL CUMULATIVE LIABILITY HEREUNDER,
FROM ALL CAUSES OF ACTION OF ANY KIND, WHETHER ARISING UNDER
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF
WARRANTY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT AS
FEES FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE
OCCURRENCE OF THE EVENT THAT GAVE RISE TO SUCH CLAIM.
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TriTech Software Systems OO 2013
X. Indemnifica�lon.
Client shall indemnify and hold harmless Tn'Tech from, against, and in respect of the full
amount of any and all liabilities, damages, and claims including without limitation, attomeys'
fees, arising from, in connection with, or incident to the Client's use or misuse of the
Software, except as may otherwrise be agreed to in writing by the parties, and except as to ���
any material breach of this Agreement by TnTech. Nothing contained in this Agreement
shall be construed as Client's consent to be sued, or as a waiver of Client's sovereign
immunity beyond the limits set forth in Sec. 768.28, Florida Statutes, including limits on the
award of attomey's fees.
XI. Assignment ,
Client shall not transfer or assign any of its rights or obligations under this Agreement to
another other person or entity without the express written permission of Tn'Tech, which
permission shall not be unreasonably withheld. Any assignment without such express
written permission of Tn shall result in the automatic termination of this Agreement.
XII. Written Notices.
Written notices required or permitted to be given under this Agreement shall be made to the
parties at the following addresses and shall be presumed to have been received by the
other parly (i) 3 days after mailing by the party when notices are sent by First Class Mail,
postage prepaid; (ii) upon transmission (if sent via facsimile with a confirmed transmission
report); or (iii) upon receipt (if sent by hand delivery or courier service).
.'
A. Written Notices to Client:
Written notices to Client may be provided at the address listed for Client on the
signature page of this Agreement.
B. Written Notices to TnTech:
Tn'Tech Soflware Systems
9477 Waples Street, Ste. 100 •
San Diego, CA 92121
Attention: Contracts
XIII. Governing Law.
Except to the extent that this Agreement is govemed by the taws of the United States, this �
Agreement shall be govemed, interpreted and enforced in accordance with the laws of the
State of Florida, vvithout regard to its conflict of law provisions.
XIV. Integration. '
This Agreement and the Sales Order contain the entire understandin� between the parties
and supersedes any proposal or prior agreement regarding the subject matter
hereof.
Every term in this Agreement is considered to be severable by the Parties. To the extent
that if any term of this Agreement or the Sales Order is in conflict with goveming law, that
provision shall be enforceable to the extent allowed by law.
,
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Signature Page Follows •
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written
above.
CLIENT TRITECH SOFTWARE SYSTEMS
. i
Accepted By (Sig re) Accepted By (Signature)
1 GYl �,`l.� 9� • � ZZ.C� .
Printed Name ' ted Name
��� '� r
Title Title
1�- 13
Date Date
Tequesta Fire Rescue
Address Line 1— Company/Agency Name
357 Tequesta Dr.
Address Line 2— Street Address '
Tequesta, FL 33469
Address Line 3— City, State, Zip
Subscrfption Service Licertse & Use Agreement
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TnTech Software Systems O 2013
�
Schedule A
TECHNICAL SUPPORT
This Schedule describes the terms and conditions relating to technical support that Tn'Tech will
provide to Client during the Term of the Agreement. '
Product Updates:
From time to time TriTech may develop permanent fixes or solutions to known problems or bugs
in the Soflware and incorporate them in a formal °Update° to the Software. If Client is receiving
technical support from TnTech on the general release date for an Update, Tn'Tech will provide the
Client with the Update and related Documentation.
Technical Suoaort Services:
Telephone Assistance. Client will be given the telephone number for TnTech's support line and
wrill be entitled to contact the support line during normal operating hours, (between 7:00 a.m. and
6 p.m. U.S. Central Standard Time) on regular business days, excluding TnTech holidays, to
consult wwithh TriTech technical support staff conceming problem resolution, bug reporting,
documentation clarification, and general technical guidance. Assistance may include remote
connectivity, modem, or electronic bulletin board.
Critical Priority Afterhours Telephone Assistance. After Normal TnTech Customer Service
Hours, Critical Priority (Priority 1) support for Tn'Tech.com Billing or Tn'Tech.com ePCR will be
answered by our emergency paging service. When connected to the service, the Client shall
provide his or her name, organization name, call-back number where the Customer Service
Representative may reach the calling party, and a brief description of the problem (including, if
applicable, the information that causes the issue to be a Critical P�iority).
Web Site Support. Online support is available 24 hours per day, offering Client the ability to
resolve its ovim problems with access to Tn?ech's most current information. Client will need to
enter its designated user name and password to gain access to the technical support areas on
Tn'I'ech's Web site. TnTech's technical support areas allow Client to: (i) search an up-tadate
knowledge-base of technical support information, technical tips, and featured functions; and (ii)
access answers to frequently asked questions (FAQ).
Software Problem Reporting. Client may submit to Tn'Tech requests identifying potential
problems in the Software. Requests should be in writing and directed to Tn`Tech by e-mail, FAX
or through TnTech's Support web portal: TnTech.cam. TnTech retains the right to determine in its
sole discretion the final disposition of all requests, and will inform Client of the disposition of each
request. If TriTech decides in its sole judgment to act upon a request, it will do so by providing a
bug fix as described above. Enhancement requests should be emailed to.emssupportCaltritech.com.
Scheduled Maintenance. TnTech.com Billing and TnTech.com ePCR is unavailable each
Monday ftom 12:00 a.m. to 6:00 a.m. Central Time for regular system maintenance. Regular
system maintenance includes installation of the Tn?ech.com-Billing Industry Service Pack,
operating system updates/patches and updates to other third party applications as needed.
Special maintenance periods are scheduled as needed for maintenance tasks t'hat cannot be
completed in the regularly scheduled 6 hour maintenance window each Monday. Clients are
notified of special maintenance periods via a message posted on the login page.
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TrlTech Software Systems �O 2013
� .
TriTech Service Commitrnent
Provided that Client remains current on payment of its Subscription fees and provides equipment
and remote connectivity that meet Tn'Tech's recommended specifications, TriTech shall:
• Maintain the Subscriptions Services hosting infrastructure which includes OS updates,
third pariy software updates, and hardware upgrades.
• Provide Software Industry Service Packs weekly.
• Provide product version updat� within 14 busines.s days of general availabiliiy.
• Pertorm daily backups of appliration files.
• Pertorm multiple daily database backups.
SoRware Industry Service Packs and/or protiuct version updates include applicable Federal or
State regulatory changes.
Exclusions from Technical Suoport Services:
Tn'Tech shall have no support obligations with respect to any third party hardware or softvware
product (°Nonqualified Products°). If Tn'Tech provides support services for a problem caused by a
Nonqualfied Product, or if Tn7ech's service efforts are increased as a result of a Nonqualfied
Product, TriTech will charge time and materials for extra senrice at its current published rates for
custom softvvare services. If, in TnTech's opinion, perFormance of technical support is made more
difficult or impaired bec�use of Nonqualfied Products, TnTech shall so notify Client, and Client
will immediately remove the Nonqualfied Product at its own risk and expense during any efforts
to render technical support under this Agreement. Client shall be solely responsible for the
compatibil'ity and functioning of Nonqualified Products with the Softwrare.
Client Resnonsibilities:
In connection with TriTech's provision of technical support as described herein, Client
acknowledges that Client has the responsibility to do each of the followring:
1) Provide hardware that meets Tn recommended hardware specfiCations, and
remote connectivity
2) Maintain the designated computer system and associated peripheral equipment in good
working order in accordance with the manufacturers' specifications, and ensure that any
problems reported to TnTech are not due to hardware malfunction;
3) Maintain the designated computer system at the latest code revision level deemed
necessary by TnTech for proper operation of the Software;
4) Supply TnTech with access to and use of all information and facilities determined to be
necessary by Tn'Tech to render the technical support described herein;
5) PerForm any test or procedures recommended by Tn?ech for the purpose of identifying
and/or resolving any problems;
6) At all times follow routine operator procedures as specfied in the Documentation or any
policies of Tn'Tech posted on the TriTech Web Site;
7) Other than Tn'Tech's confidentiality obligations with respect to Client Information as set
forth in Section VII of this Agreement, Client shall remain solely responsible at all times
for the safeguarding of Client's proprietary, confidential, and classified information; and
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8) Ensure that the designated computer system is isolated from any links or
anything else that could cause harm before requesting or receiving rerr�ote support
assistance.
(9) Prioritie.s and Supoort Res�nse Matrix
The following priority matrix relates to software errors covered by this Agreement Causes
secondary to non-covered causes - such as hardware, network, and third party products - are not
included in this priority matrix and are outside the scope of this Technical Support Schedule A.
0
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TriTech Software Systems OO 2013
This matrix defines the support issues, response times and resolutions for the Client's
licensed TriTech.com Billing and TnTech.com ePCR Software Applications
3
Note: Normal Customer Servlca Hours for TriTech TriTech.com Billing, TriTech.com ePCR, are
7:OOam to 6:00 PM Ce�rtral Standard Time and weekda� excluding holidays. Support after
IVormal Customer Service Hours is provided weekends, nigMs and holidays f�ir TriTech.�m
Billing and TriTech.com ePCR Cri�cal Priority (Priority 1) issu� only. .
Software Errors for other than Critiol or Urgent Priority may be reported via the web portal: TrlTech.com or
email: emssupportCaltrltech.com
Priority Priority Defini�ion R�poi�se Tim�
Pr�ority 1— 24X7 Support for live operations on Normal Customer Service Hours: Telephone
Critical the productlon s�rstem. This is �Ils bo 800-987-0911 wlll be immediately
Priority deflned as the following: ansvvered and managed by the flrst available
• TriTech.com Billing or repre�rrtat(ve or reccrnre a call back (60)
TriTech.com ePCR server is minutes. .
down and all workstatlons
will not launch or functlon. After Normal Customer Service Hours: Sixty (60)
The Customer is minute callback after cJierrt belephone wrrtact to
experlertdng complete 319-291-8833. �
interruption of access to the
system. Priority 1 fssues must be mlled in to receive this
Trffech.com BilUng or TnTech.wm level of r�ponse. °
ePCR is inoperable due to data loss
or corruptlon caused by TriTech
�ftware. This means that one or
more TriTech server components are
down or inacce�ible, disabling all
u�bility of ClienYs TriTech.rnm
Billing or TnTech.com ePC.R
workstatlons. These Software Errors ,
are defined in SpedalNote �1,
below.
Priortty 2— Normal Cusbomer Service Hours Normal Customer Service Hours: Telephone
Urge� Support: A serious Soflware Error calls to 800-987-0911 will be answered and
Priority widi no work around not meeting the managed by the flrst,available representative or
criteria of a Crftiol Prforlty, but which recefve a pll back (90) minutes.
severely impacts the ability of Users
from pertorming a common funcdon. Priority 2(Urgent Priorfty) issu� are not
Such errors are consistent and managed after Normal Customer Service Hours.
reproducible.
Priority 2 fssues must be called in order to
Generally this means that a receive thfs level of respon�.
signlflcant number of the system
TriTech.com Billing or TriTech.com
ePCR workstatlons are negat(vely
impacted by this error (e.g. does not �
apply to a minimal set of TnTech.com
Billing or TrlTech.com ePC�t
workstatlons). These Software Errors �
are deflned In Specia/Note #2,
below.
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TriTech SoRware Systems OO Z013
� a
, '
- Priority Priority Definition Rffiponse Tiroes `-_ �:" .
Priority 3- NoRnal Customer Service tiours Normal Customer Service Hours: Telephone
High Priority Suppat: A signiflqrrt Soflware Error calls to 900.987.0911 will be answered and
not meeting the criteria of a Critical managed by the flr� available repr�er�ative or
or Urgent Priority, but has a receive a call back within 24 hours/next business
workaround available, but which does day.
negatively impact the User from
performing common TriTech Billing Priority 3(High Priority) issues are not managed
and TrfTech ePCR system funcdons. after Normal Customer Service Hours.
Such errors will be consistent and
reproducible. '
A sign(ftcar�t number of TrlTech.com �
Billing or TriTech.com ePCR
workstatlons are negatively impacted �
by this error (e.g., does not apply to
a minimal set of Trffech.com Billing
or TriTech.com ePCR workstations).
Priority 4— Normal Customer Service Hours Normal Customer Senrice Hours: Telephone
Medium Support: A Software Error related to calls to 800.987.0911 will I� answer� and
Priority a user functlon which does not managed by the flrst available represer�tative or
negatively impact the User from the receive a call back within 24 hours/next business
uses of the system. This includes day.
system administrator functions or
restriction of User workflow but does Priority 4(Medium P�tority) issues are not
not signfficantly impact their job managed after Normal Customer Service Hours.
fur�ctlon.
Priority 5— Normal Customer Service Hours Normal Customer Service Hours: Telephone
Low Priority Support: Cosmetic or pocumeritation plls to 800.987.0911 will be ar�swered and
errors, including Client technical managed by the flrst availa�le represer�tative or
questions or usdbility questions receive a�II back within 24 hours or the next
would be a part of this level. business day. �
Priority 5(Low Priority) issues are not managed
after Normal Customer Service Hours. .
�
SubsQiptlon Senrice License & U� Agreement
Tn'T�h.com Billing & TriTech.com ePCR . 16 of 21
Tn"Tech Soflware Systems OO 2013
Prioriiy R�lutlon Proc�s TriTech R��nd R�olu�on SU1
Priority i— Trffech wfll provide a procedural or TriTech will work rnntlnuously (inciuding after
Critical conflguradon workaround or a code hours) bo provlde the Client with a solution that
Priority correc�don that allows the Client to allows the Client to resume live operatlons on
resume Iive operations on the the productlon system.
producdon system.
TriTech wlll use commerdally reasonable efforts
to re�olve the issue as soon as possible and not
later than 12 hours after notiflration.
Priority 2— TriTech will provide a procedural or TriTech will work cor�tinuously (including after
Urge�rt conflguratlon modiflcatlon or a code hours) to provide the with a solution that
Priority correctlon that allows the Clierit bo allows the Cllent to resume Iive operatlons on
resume o�retions. the productlon system.
TriTech will u� commerdally �easonable efforts
to re�lve ti�e issue as soon as possible and not
later than 36 hours afrer notiflcatlon.
Priority 3- Tril'ech will provide a procedural or TriTech will work to provide the Cllent with a
High Priority cor�figuredon workaround that allows resolution which may Include a workaround or
the Client to resolve the problem. code co�on within a tlmeframe that takes
inbo consideration impact of the issue on the
Client TriTech's User base of the issue and tlie
date of submission. Priority 3 issues have
priority scheduling in a subsequent release.
Priority 4— If Tn?ech determines that a reported TriTech will worrc to provide the Client wlth a
Medium Medium P�ority error requires a code resolution whlch may include a workaround or
Priority correcdon, such issues will be code correction in a futlire release of the
addr�sed in a subsequent release software. Priority 4 issues have no guaranteed
when a Iicable. resolution tlme.
Priority 5— Low Priority issues are logged by There is no guaranteed r�olution time for Low
Low Priority TnTech and addr�d at the Priority issues.
compan�s dfscretion according to
TriTech's roadma lanni roc�s.
Speda/A/ote �1: Priority 1- Critiol Priority issu� meeUng the previously noted criteria are deflned as
fallows:
A. TriTech.com Billing:
a) The Trffech.com Billing system server is down and all workslatlons will not launch or
functlon; the Client is experiendng complete interruption of ability bo do data eniry and
updabe records.
b) The TriTech.com Billing system is inoperable due to data loss or corruption caused by
TriTech Software.
B. TnTech.com ePCR
a. The TnTech.com ePCR system server is down and all LAN cl(ents wili not launch or
funcdon; the Client is experiendng complete interruption of ability bo do data entry and
update records.
b. TrfTech.com ePCR System is inoperable due to data lo� or corruption �used by TriTech
Software.
c. All Tri'fech.com ePCR disconnected clients will not launch or funcdon; the Client is
expe�iendng rnmplete interruption of ability to do data entry and upda�ee records.
Subscrlption Service Llcense & Use Agreemerrt • ,
TriTech.com Billing & Tri"fech.com ePCR 17 of 21
Tn'Tech Software Systems O 2013
Specia/Note �Z: P�lority 2 Urgent Priority issu� meeting the prevlously notai crltteeria are deflned as
follows:
A. TriTech.cam Billing: •
a. The Tn'Tech.com Billing system has a�rious SoRware Error that severely Impacts the
abilfty of Users to perform vidpl work functlons. Such errors will be consistent and
reproducible.
b. The TriTech.com Billing System is unable to generate bills or create electronic claims in
the Tritech.com Billing system.
c. The Tn'Tech.com Biiling system is unable to transfer data from exberr�al �r�em to Billing.
B. TnTech.mm ePCR:
a. TriTech.rnm ePCR system has a serious SoRware Error that severety lmpacts the ability of
Users to pertorm critical work funcdorts. Such errors will t� consistent and reprodudble.
b. The TriTech.com ePCR �m is unable to transFer data from Disconnected unit to
TnTech.com ePCR Server.
c. The Trfl'ech.com ePCR system unable to transfer data from Tn'Tech.com ePCR Server bo
TriTech ePCR or Respond Billing.
d. The Trffech.com ePCR system inability to transFer data from DCON to ePGt Server.
,
Subscriptlon Service License & Use Agreement �
T►iTech.com Billing & TriTech.com ePCR 18 of 21
TriTech Software Systems �O 2013 '
�
s
Business Associate Agreement �
Between Tequesta Fire Rescue and TriTech Software Systems
This Business Associate Agreement ("Agreement") is entered into between Tequesta Fire
Rescue ("Covered Entity") and TriTech Softwaze Systems, on behalf of itself and its subsidiaries
and affiliates ("Business Associate"), and is effective as of the date that the Agreement is
executed by both parties as set forth below (the "Effective Date").
WHEREAS, the Covered Entity and the Business Associate have entered into an
arrangement pursuant to which the Business Associate may provid� services for the Covered
Entity tha.t require the Business Associate to access, crea.te and use Protected Helath Information
("PHI") that is confidential under state and federallaw; and
WHEREAS, the Covered Entity and the Business Associate intend to protect the privacy
and provide for the security of PHI that is disclosed by the Covered Entity to the Business
Associate, or that is created, received, maintained, or transmitted to the Business Associate on
behalf of the Covered Entity in compliance with the applicable provisions of Public Law 104
191 of August 21, 1996, known as the Health Insurance Portability and Accounta.bility Act of
1996, Subtitle F— Administrative Simplification, Sections 261, et seq., as amended ("HIl'AA"),
and with Public La.w 111-5 of February 17, 2009, known as the American Recovery and
Reinvestment Act of 2009, Title XII, Subtitle D— Privacy, Sections 13400, et seq., the Health
Information Technology and Clinical Health Act, as amended (the "HITECH Act"), and any
other applicable federal and state laws; and
WI�REAS, HIl'AA regulations require the Covered Entity to enter into an agreement
with the Business Associate meeting certain reyuirements with respect to the use and disclosure
of PHI, which aze met by this Agreement.
NOW TI�REFORE, in considera.tion of the mutual promises contained herein and the
exchange of information pursuant to this Agreement, the parties agree as follows:
A. General Provisions
1. Meanin� of Terms. The terms used in this Agreement shall have the same meaning
as those terms defined in the HIPAA regulations or and the HITECH Act as
applica.ble.
2. Re�ulatorv References. Any reference in this Agreement to a regulatory section
means the section currently in effect or as amended.
3. Interaretation. Any ambiguity in this Agreement shall be interpreted to permit
compliance with HIl'AA and the HITECH Act as applicable.
B. Obligations of Business Associate
The Business Associate agrees that it will:
1. Not use or further disclose PHI other than as permitted or required by this Agreement
or as required by law;
2. Use appropriate safeguards and comply, where applicable, with the HII'AA Security
Rule with respect to electronic protected health information ("e-PHI") and implement
appropriate physical, technical and ad.ministrative safeguards to prevent use or
disclosure of PHI other than as provided for by this Agreement;
3. Report to the Covered Entity any use or disclosure of PHI not provided for by this
Agreement of which it becomes awaze, including any security incident (as defined in
the HIPAA Security Rule) and any breaches of unsecured PHI as required by 45 CFR
§ 164.410. Breaches of unsecured PHI sha11 be reported to the Covered Entity without
unreasona.ble delay but in no case later than 30 da.ys after discovery of the breach by
the Business Associate;
4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any
subcontractors that create, receive, ma.intain, or transmit PHI on behalf of the
Business Associate agree to the same restrictions, conditions, and requirements that
apply to the Business Associate with respect to such information;
5. Within 10 days of receipt of a request from the Covered Entity, make PHI in a
designated record set available to the Covered Entity and/or to an individual who has
a right of access in a manner that satisfies the Covered Entity's obligations to provide
access to PHI in accordance with 45 CFR § 164.524. Denial of access to requested
PHI sha11 not be made without the prior written consent of the Covered Entity;
6. Make any amendment(s) to PHI in a designated record set as directed by the Covered
Entity, or take other measures necessary to satisfy the Covered Entity's obligations
under 45 CFR § 164.526;
7. Maintai.n and make available to the Covered Entity information required to provide an
accounting of disclosures to the Covered Entity or to an individual who ha.s a right to
an accounti.ng within 60 da.ys and as necessary to sa.tisfy the Covered Entity's
obligations under 45 CFR § 164.528. Such accounting is li.mited to disclosures tha.t
were made during the past six (6) years prior to the request, and shall not include any
disclosures that were made prior to the compliance date of the HIPAA regulations.
Such accounting shall be provided without cost to the Covered Entity or individual if
it is the first accounting requested by an individual within any 12 month period;
however, a reasonable, cost-based fee may be charged for subsequent accountings if
the Business Associate informs the Covered Entity and the Covered Entity informs
the individual, who is afforded an opportunity to withdraw or modify the request.
Such accounting obligations shall survive the termination of this Agreement and shall
continue so long as the Business Associate maintains PHI;
8. To the extent tha.t the Business Associate is to carry out any of the Covered Entity's
obligations under the HIPAA Privacy Rule, the Business Associate sha11 comply with
the requirements of the Privacy Rule tha.t apply to the Covered Entity when it carries
out that obligation;
9. Make its intemal practices, books, and records relating to the use and disclosure of PHI
received from, or created or received by the Business Associate on behalf of the
Covered Entity available to the Secretary of the Department of Health and Human
Services for purposes of determining the Business Associate's and the Covered Entity's
compliance with HIl'AA and the HITECH Act; .
10. Restrict the use or disclosure of PHI if thee Covered Entity notifies the Business
Associate of any restriction on the use or disclosure of PHI that the Covered Entity
has agreed to or is required to abide by under 45 CFR § 164.522; and
11. If the Covered Entity is subject to the Red Flags Rule (found at 16 CFR §681.1 et
seq.), the Business Associate agrees to assist the Covered Entity in complyi.ng with its
Red Flags Rule obligations by: (a) implementing policies and procedures to detect
relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) ta.king a11 steps necessary
to comply with the policies and procedures of the Covered Entity's Identity Theft
Prevention Program; (c) ensuring that any agent or third party who performs services
on its behalf in connection with covered accounts of the Covered Entity agrees to
implement reasonable policies and procedures designed to detect, prevent, and
mitigate the risk of identity theft; and (d) alerting the Covered Entity of any Red Flag
incident (as defined by the Red Flag Rules) of which it becomes aware, the steps it
has taken to mitigate any potential harm that may ha.ve occurred, and provide a report
to the Covered Entity of any threat of identity theft as a result of the incident.
C. Permitted Uses and Disclosures by Business Associate
The specific uses and disclosures of PHI that may be made by the Business Associate on
behalf of the Covered Entity include:
1. The performance of the Business Associate's obligations pursuant to the Business
Associate's azrangement with the Covered Entity for the provision of services for the
Covered Entity that require the Business Associate to access, create and use PHI;
which specifically includes i. the preparation of invoices to patients, carriers, insuters
and others responsible for payment or reimbursement of the services provided by the
Covered Entity to its patients, ii. the preparation of reminder notices and documents
pertaining to collections of overdue a.ccounts, and iii. the submission of supporting
documentation to carriers, insurers and other payers to substantiate the healthcare
services provided by the Covered Entity to its patients or to appeal denials of payment
for the same;
2. Other uses or disclosures of PHI as permitted or required by law.
3. The Business Associate shall not use or disclose PHI in any manner that would
constitute a violation of HIPAA regulations or the HITECH Act if so used by the
Covered Entity; however, the Business Associate may' use PHI for the proper
management and administration of the Business Associate or tlie to ca.rry out the legal
responsibilities of the Business Associate.
D. Termination
1. The Covered Entity may terminate this Agreement if it determines that the Business
Associate has violated a material term of the Agreement. Additionally, the Covered
Entity may terminate this Agreement for convenience upon 30 da.ys written notice to
the Business Associate.
2. If either party knows of a pattern of activity or practice of the other pariy that
constitutes a material breach or violation of the other party's obligations under this
Agreement, that party sha11 ta.ke reasonable steps to cure the breach or end the
violation, as applicable, and, if such steps aze unsuccessful, ma.y tPr�ate the
Agreement.
3. Upon the termination of this Agreement for any reason, the Business Associate shall
retum to the Covered Entity or shall destroy all PHI received from the Covered
Entity, or created, maintained, or received by the Business Associate on behalf of the
Covered Entity tha.t the Business Associate still mai.ntains in any form. The Business
Associate shall retain no copies of the PHI. If return or destruction is infeasible, the
protections of this Agreement will extend to such PHI.
E. General Terms
1. The parties specifically agree to take such action as may become necessary to amend
this Agreement in order to implement any new or modified HIl'AA or HITECH Act
standards or requirements or other applicable laws relating to security or
confidentiality of PHI.
2. Nothing in this Agreement, either express or implied, is intended to confer, nor sha11
anything herein confer, any rights, remedies, obligations or liabilities on any person
or entity other tha.n the Covered Entity and the Business Associate.
3. This Agreement shall be interpreted as broadly as necessary in order to implement
and comply with HII'AA regulations and the HITECH Act. THis Agreement shall be
construed in accordance with the laws of the Sta.te of Florida. Venue for any dispute
shall be in Pa1m Beach County.
4. Notice, when required by this Agreement, shall be provided to the parties by certified
mail, hand delivery, or e-mail transmission as follows:
If to the Covered Entity: Village of Tequesta Fire-Rescue
345 Tequesta Drive
Tequesta, Florida. 33469
Attn:
e-mail:
If to the Business Associate: TriTech Softwaze Systems
Attn:
e-mail:
IN WITNESS WI�REOF, the parties have duly executed. this Agreement this
day of , 2013.
E�Tegiiesta;.Fue:Rescue� ` TriTech Softwa.re Systems
Signature: ture:
Title: ( � � � �( Tit
Date: �'y �n Date:
�
ADDENDUM
Public Records: In accordance with Sec. 119.0701, Florid,a Statutes, the Contractor
must keep and maintain this Agreement and any other records associaxed therewith and that aze
associated with the performance of the work describ� in the Sco� of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Scope of Services aze not disclosed except as
authorized by law. Finally, the Contractor shall retain the records described in this paragraph
throughout the performance of the work described in the Scope of Services, and at the conclusion
of said work, transfer to the Village, at no cost to the Village, all such records in the �ssession
of the Contra.ctor and destroy any duplicates thereof. Records that are stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems.
a � t ' � VI 1�� ��w�..�rir.�� � M7Rl6V��7
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and Colls�on �le at I�e rrie a��4A0 r mo�, 00 ana� S7o �.� far� �ree te�n f+or
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, �` • ` PURCHASE ORDER
VILLAQE OF TEQUESTA
��'l���� 345 T�u�ta D�ive � P.a nfu�►sai -.
Tequesta, Flor[da 33468-0273 � � .
(561) 788-0700 Fax ��81) 766�QE99 1�4�207.3 • � : • �tioa�13 _� � � � ooamo77 . ° t .
VEa1DOR �288 .
r � �
TRlTECH S.OF711�IAR�, Si'STEM� � � � FIRE-RESCUE DEP�►RTA�AENT .. .
8497��11APLES STREE� SI�ITE1�0. �� �. VILIAGE 0� DEPi�RTM.EAIT . �
SA(d: DIE(34, �,.92121 � � � .� . � �� . 3,5�'I'�QUESTA DF�INE � •. �. .. - .
. . � � : . . � . � � . � . . . � 7'�t�UESI`A,: FL 3�9 � � . : � � � � � .
srnP v�: aza�o BY: Par �+vaocw
F.0.8.: P.O. TYPE Reg�ar •
TERMS:
ACCT. {�W.:
FL�� � LE,ST��'�n: � a�
■�
92.OQ0 TRII'ECH.C�I BUJ_(NG 300.0000 g,8pp.�
.�_
70TAL• $ 3.800.�
009-19Z�49.320 Compuaer system malnt & 3,800.Q0
supptl
�
PURCH�►SE ORDER NUAABER MUST APPEAFt �
ON A!L II�/OiCES, PACK�►GES, AND
SMIPPIRIG DOCUMENTS. BY �,
DELIVERIES WILL BE ACCEPTED MONDAY
THRU FRIDAY 8:3fl AM - 4:00 PM
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�y Buslne� neme/msre9ertlad errtiiy name� N different f►om almve
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Llet �unt number(s) here (optlonal)
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to avold backup wlthFtolding. For Individua�, this is your social security number (8S1�. However, for a
r�ident alien, sela praprletor. or dlsregarded er� see the Part I Ir�strucUons on �ge 3. For oth�
errtitles, ft Is your employer ld�tflc�tlon rtumf�r � �' m
T!N on page 3. �M- �f Y� do not F�ve a n�unbar, see Haw to gei a
Note. tP the accourrt is In more than one r�me, see the chart cn pege 4 for guldeM� on whose ��A :Q�e.t� nvmtrar
number to errter.
9 b— 3 8 7 1 0 7� 9
' �'t�o� .
Under penalti� of perjury, I cartiiy tl�
1. The number shown on this farm Is my corr�t taxpayer idenUflc�tion number (or 1 am waitlng far a niunber to be issued to me), and
2. I am not subJect to bsckup wlthholding bec��ae: (� � am e�e� �m ��p ��ading� or (b� I have not been notiflad by tha Irrtemal Revanue
8ervice (IRS) that 1 am sub)ect to backup w1tltl�ciding ae a�ult of a fa(lure ta report all intera�t or divtdends, or (c) the IR.S hes �otifled me that I am
rto Icnger subJect to badwp withholdtn9. and
3. I em a U.S. citlzen or other U.S. perscn (deflned below).
Cerdit�on instivatlons. You must arags out Item 2 aboye ff you have been noUflad by the IR3 that yo�rare currerrtJy aubJeot to paakup y�khholding
I�auae you F�ve fall� to report all irrtereat and dividends on your tax retum, For real estate transacUons, ttem 2 doas rtot apply. For mortgage
frrterest pald� ac�ulamon or abandonmerrt of seoured proPerh�� wnoe�IaUon of debt, aontributlone to en individusl retirement arrangement (IRA1� and
9�+�Y� t�Y� other than tnterest and divide�ds. You ere not requlred to stgn the cert(flc�lai� but you must provlda your ccrrect TIN. See the
in�ens;On� �4.
Sig�f � i
Here u. ► �, oam ► ��-� / .
C eneeai tnstructions Note. If a reque�ter glves yau a form other then Form W-9 to req��t
Seoilon references are to the Urtemal Revern� Code unt�,a otherwise Your TIN, yau must usa the requastePa torm Ii tt is sub�antially slmflar
��, to this Fonn W 8.
Purpose of Form oeflnttaon of a u.s. person. Far federat tex p�upw�, you ere
oonsidered a U.S. person {f you flr+ee;
A person who Is requfrr�d to flle an INorrnation rehun with the I(� must • An (nd�vldual who le a U.S. citlzen or U.3. restderd anen,
obtetn your corre� taxpayer ldendflc�tlnn number {RNQ to reRort, for • A partnership, cor�saratton, c:ompany, ar esaooletton �eat.� ar
example, income �id ta you, reai e�e trar�diorts, mortg�ge tr�terest organlzed tn ths Untted Stat� or under t�e laws of the United Stffies,
you patd� aaquls(tron or ebandonmern afi seoured aropertv� c��euatlon . qn esffite (otr,er than a tora�gn �tffie), cr
oi debt, or r.ontrlbutlans you made to an IF�,
Use Form VV-9 only ff yau are a U.S. per�n (ir��ud�y a res[derrt • A domesdc Vust (as deflned in Regulatfons sectton 3D1.T101-'�.
allen). to provide yoiu oarrect TiN to the pereon requesting it (the S�otal rules for PartneraFiips. Partriersh(ps that acnduct a trede or
requester) and, when appllcable, to: buslnesa In the UnRed SimEes are gener�ly requirsd to pay a w�thholding
1, Certffy that the TIN you are giving Is correct (or you are v�(�dng for a tax on any fcrelgn p�tr�ers' sh�e of inccme fram auoh buslness.
number ta be Lssu� Further, in c�taln ces� where a Form W-9 has not been r�elved, a
' 1 backup wlthFwldln or p�erehlp 18 tequir� to pt�urne that g pertn� le a fore n
2. Cettify that yau are not sub � to 9 � �B pe�on,
artd p�y the wtthhalding tax. Therefore, ff you are g U.S. person that Is a
3. Clelm exemptlon from �okup withholdtng tf you are a U.S. exempt P��' m g perh�ershfp conduc�ing a trade or busfness In the United
P e Y e e. I f a p p l f c a 6 l e� Y o u a r e a l s o c e r t i f y i n g t h a t as a U. 3. Perscn� Your S t a tes. P r o � i d e Fcrm W-9 to the partnersh� to establish ycur U.S.
allocable shere of anY Partnership ir�come from a U.S. tiade or bttelness �� �d aeold wlthholding on your share of partnerahlp Incoma.
Is not subJeot to the wlthFiolding tax an forelgn pariners' share of
e'PPeotivel aonnected Incnme.
����������,
Cat No.10231X Fortn W'� (pev.12-2011)
���r�6ci�ed
�
Pnblic Resources Management Group, Inc.
Utility, Rate, Financial and Management Consultants
December 12, 2013
Mr. Michael R Couzzo, Jr.
Village Manager .
Village of Tequesta
345 Tequesta Drive
Tequesta, FL 33469-3062 �
Subject: Agreement to Provide Utility Consniting Services
Dear Mr. Couzzo:
As requested based on our conversarions with the Village of Tequesta (the "Village"), we have
prepared the agreement to provide utility finaacial consulting services (the "Agreement") on
behalf of the Village's water utility enterprise fund (the "Water System'�. The services to be
provided by Public Resources Management Group, Inc. (PRMG) include assisting the Village
� staff and its legal counsel in the review of the current utility ordinances, resolutions, waxer
service policy, and back flow prevention policy (collectively, the "iJtility Code") and to update
the Utility Code to provide consistency and an improved understanding of the rules and
procedures as adopted by the Village Council (the "Project"). Based on our discussions with the
Village, the Project would primazily consist of reviewing the existing Utility Code, attend
meetings with sta� to identify critical issues, and provide assista.nce in the drafting of any
revisions or clarifications to the Utility Code for presentation to and adoption by the Village
COUI1C11 ��le n PTOJ�"�.
Based on our understanding of the Project and the requirements delineated by the Villa.ge,
PRMG proposes the following:
PROJECT TEAM AND BII.LING RATES
With respect to the performance of the Project, Mr. Robert J. Ori will be the principal-in-charge
for the Project and will serve as primary conta.ct between the Village, and PRMG. PRMG may
utilize other employees or associates during the course of the Project as needed. The services
covered by this Agreement shall be provided based on the direct lahor rates set out in
Attachment A, which is made a pa.rt of this Agreement.
SCOPE OF SERVICES
The scope of services to be performed by PRMG is summarized on Attachment B, which is
made a part of this Agreement.
K�cvi osa-oTCo�,�vutuy coa0 x� a�a (iz-is-zo�s�
341 NORTH MAITLAND AVENUE — SUTI'E 300 — MAITLAND, FL 32751
Tel: 407-628-2600 • Fax: 407-628-2610 • Email: PRMG@PRMGinc.com • Website: www.PRMGinc.com
Mr. Michael R. Couzzo, Jr.
Village of Tequesta
December 12, 2013
Page 2
COMPENSATIOl� AND BILLING
Ba.sed on the scope of services as summarized in Attachment B and recognizing that it is di�cult
to estimate a price for the services since the magnitude of the possible revisions to the Utility
Code cannot be quantified at this time, we propose to establish an initial contract budget to
perform the Project on behalf of the Village in the amount of $6,500.00. This contract budget
amount includes the direct cost of personnel anticipated to be assigned to conduct the various
tasks of the Project by PRMG as well as an allowance for other direct costs such as travel,
telephone, delivery charges, and subconsulting expenses, if any. The costs incurred by PRMG
for such other direct costs, if any, will be billed based on the actual cost. It is pro�sed that the
contract budget be considered on a maximum-not-to-exceed basis and that PRMG would bill
monthly for services relaxive to this Project based on the actual hours worked on the Project by
PRMG Project Team members. PRMG will bill the Village for the utility consulting services
rendered on a monthly basis predicated on the sum of i) the hourly amount of time spent by the
Project team members; u) the other direct costs incurred to provide the Utility Code review
services; and iii) the subconsulting expenses required to assist in Project completion. It is not
anticipated that any subconsultants would be required to assist PRMG in the completion of the
Project. To the extent that PRMG deternvnes that a portion of the Project would need to be
performed by a subconsultant, PRMG would notify the Village in writing for approval prior to
the assignment of any Project responsibilities to such subconsultant by PRMG.
The services provided by PRMG will be billed on an hourly basis predica.ted on the actual work
effort performed by PRMG and not on a lump-sum basis. To the extent that the Project is
completed at a cost less than the proposed contract budget as identified in this Agreement,
PRMG will not invoice the Village for any amounts remaining (unbilled) on such contract except
for the provision of any additional services which the Village ma.y request from PRMG, as
mutually agreed between the parties.
PROPOSED TERM OF AGREEMENT
The term of this Agreeme� a.nd the associated billing rates for the PRMG shall be in effect and
continue through the completion of the Project as identified in the scope of services which is
made a part of this Agreement or through September 30, 2014, whichever occurs first. It is
anticipated that the review of the Utility Code sha11 be completed within forty-five (45) days
after being given authori�.tion to proceed by the Village. The completion of the Utility Code
review as contemplated in this Agreement will be subject to the availability of information
provided to PRMG by the Village and the availability of Village staff to discuss the content and
issues within the Utility Code that require revision or ugdate.
(Remainder of page intentionally left blank)
K�ios6-oTCoRa�p�uw;ryy coaa x� n�u pzaz-zo�3�
Mr. Michael R. Couzzo, Jr.
Village of Tequesta
December 12, 2013
Page 3
STANDARD TERMS AND CONDITIONS
Included on Attachment C a,re PRMG's standard terms and conditions as it relates to providing
services to the Village which are made a part of this Agreement.
We ha.ve enclosed two copies of this Agreement to provide utility consulting services to the
Village for consideration and authorization. If this Agreement is acceptable to the Village,
please execute both copies of the Agreement and return one copy to our office; the other copy is
for the Village's files aad reference. We appreciate the opportunity to assist the Village in
providing utility consulting services on behalf of the review of the Utility Code and look forward
to working with the Village staff and you on this Project in the near future.
Very truly yours, ACCEPTED BY:
Pablic Resonrces Management Groap, Inc. Village of Teqnesta, Florida
�.� �J � • .
r� �
Robert J. Ori Name
President
�� �
Title
l ev �G
Date
RJO/dlc
Attachments
x:�vos�oTCo�,�ua�iey coae xe� n� psaz-iois�
ATTACffiVIENT A
PUBLIC RESOURCES MANAGEMENT GROUP, INC.
SCHEDULE OF DIRECT LABOR HOURLY RATES AND STANDARD COST RATES
DIRECI' LABOR HOURLY RATES
Direct Labor
Project Team Title Hourly Rates [*]
Project Maneger $180.00
Supervising Consultant $110.00
� Senior Consultant $105.00
Rate Consultant $ 65.00
Rate Analyst $ 65.00
Analyst $ 55.00
Clerical and Adminishstive $ 50.00
[�`] Direct Isbor hw�rly r�s effective twelve moaths after the dete of execution of Ure
Ageemenfi tates w71 be adjusted by not more th� the net percenmge ol�ge (but
not le�s th� 0%) m the Cons�er Price Index — Urlxn Cons�ers per amnn�
(mimded to the ne�st doller) or as m�rtually ageed � parties for mvoices
rendered a8er each �iversazy debe of each year thereafter �mtil proj�t
completion or termiaatian of the Agreement between the pazti�.
SI'ANDARD COST RATES
Expense Description Standard Rates [*]
NTileage Allowance — Personal Car Use Only $0.485 per mile
Reproduction (black and white) (in house) $0.05 per page
Reproduction (color) (in house) $0.25 per page
Reproduction (contracted) Actual Cost
Computer Time $0.00 per hour
Telephone Charges Actual Cost
Delivery Charges Actual Cost
Lodging/Other Travel Costs Acdial Cost
Meals Not to exceed per
PRMG Employce:
$8.00 — Breal�ast
$12.00 — Lunch
$25.00 — Dinner
Subconsultant Services Actual Cost plus 5.0%
Other Costs for Services Rendered Actual Cost
['] S�rd cost �tes effectiva riaelve mo�hs a�er the date of execiriion of the
Agreeme� where applicable, ret� will be adjus� by not more than the �t perc�tage
change (Mrt not less then 0'/0) m t�e Consirmer Price Index — Ud�n Cons�mmers per
aom� (ro�mded to the nwrestt dollar) or as mut�(ly egreed betvvee� �rlies for
imoic� rendered after each annivasary dete of each ye� therea8er u�il project
completion or tamroation of the Agreement between the pffiti�s. .4� S�d Rate
��P� bY Pou�Y b3' G7ient will supersede � shown ebove.
K�DG11056-071Coir�p\Utilrty Code Rev Ag�nt (I2-12-2013) A-1
ATTACHII�NT B
PUBLIC RESOURCES MANAGEMENT GROUP, INC.
SCOPE OF SERVICES — UTII.ITY CODE REVIEW
The scope of services to be performed by PRMG on behalf of the Village Water System will
include the following tasks:
Task 1— Data Acauisition and Review: PRMG will request specific documents and policies to
be compiled and provided by the Village associated with the review of the Utility Code.
Information to be requested from the Village will include, but not be limited to:
i. Utility Code of Ordinances;
ii. Utility resolutions that may not be codified in the ordinance (e.g., a rate or fee resolution);
iii. �Vater service palicy and back blow prevention policy;
iv. Utility, customer service, and financial policies that were formally adopted by the Village
Council or are informally used by the Village staff for guidance in operations and
ma.na.gement of the Water System;
v. Development regulations that may codify water capacities allocations to properties and
other development requirements;
vi. Impact or capa.city fee and water meter installation / connection work papers or schedules;
and
vii. Other relevant information as deemed necessary by PRMG or the Village in support of the
Utility Code review.
PRMG will prepaze a date request for response by the Village to initiate the data compilation
efforts as well as review the compiled data necessary for Project completion.
Task 2— Utility Code Review Meetine: After the receipt and review of the documents as
provided in Task 1, PRMG �vill attend an onsite (at Village offices) working group meeting with
Village sta.ff and its consultants and legal advisors (the "working group") to discuss the Utility
Code, identify issues and inconsistencies, and to determine the process to modify the Utility
Code. It is assumed that each participant in the Village's Utility Cade review will document
issues and concems prior to the onsite working group review session.
Task 3— Provide Assistance in Utility Code Modifications: PRMG will i) draft certa.in revisions
to the Utility Code based on the findings of the Utility Code review meeting for consideration by
the working group and ii) review draft revisions and suggested Utility Code modifications by
K1DCYlOS6-OTCort�p\Utility Code Rev Agmt (12-12-2013) $-1
other members of the working group. It is envisioned in this scope of services that PRMG will
not be in charge of modifying and updating the "Master pocument" which would include
changes proffered by a11 working group members; PRMG will be considered as a reviewer of the
Utility Code and supporting documents.
Task 4— Final Utility Code Modifications: PRMG will provide review services with respect to
the final preparation of the Utility Code as amended by the working group. It is assumed that
PRMG will attend a working group meeting to review the final document prior to presentation to
the Village Council for adoption.
Task 5— Meetinss: During the course of this project, it is anticipated that PRMG will attend a
total of two (2) on-site meetings with the Village to discuss and review Utility Code changes
with the working group.
ADDITIONAL SERVICES
During the course of this engagement, the Village may request that PRMG perform additional
services on behalf of the Water System. Although no additional services are anticipated by
PRMG at this time, any additiona.l services as requested by the Village will be performed by
PRMG upon written authorization by the Village and as mutually agreed between the three
parties. Examples of additional services that could be performed by PRMG may include, but not
be limited to, the following activities.
1. Attenda.nce of additional meetings to what is contemplated in the scope of services.
2. Providing a Utility Code review function which will encompass more time than available
under this initial scope of services on behalf of the Water System.
3. Performance of substantial changes to the Utility Code due to the receipt of inaccurate
documents and information as provided by the Village or due to delays in the Project that
� were not caused by PRMG.
(Remainder of page intentionally left blank)
K�DCY1056-OTCo�plUnldy Cade Rov Ag� (12-12-2013) B - 2
PUBLIC RESOURCES MANAGEMENT GROUP, INC. ATTACffiVIENT C
STANDARD TERMS AND CONDITIONS
I. SCOPE V. Il�IDIIVII�TIFICATION
Public Resources Management Graup, Inc. (PRMG) PRMG agrees to indemnify, defend, and hold Client
agrees to perform the professional consulting services harmless from and against �y liability arising out of
described in the agreeme� (the "Work") that the neglige� errors or negligeirt omissions of PRMG,
incorporates these standard terms and conditions. its agerts, employees, or representatives, in the
Unless modified in writing by the parties hereto, the performance of duties set forth in Article I.
duties of PRMG shall not be construed to exceed Regardless of any other term of this Agreement, in no
those services specifically set forth in the agreement eve� shall PRMG be responsible or liable to Client
These terms and conditions and the agreement, when for aay incidental, consequential, or other indirect
executed by the Clie�, shall constiiute a binding damages.
agreement on both parties (hereinafter after the
"Agreeme�"). Clie� agrees to indemnify, defend, aad hold PRMG
harmless from and against any liability arising out of
the negligent errors or negligent omissions of Client,
II. COMPENSATION its agents, employees, or representatives, in the
The Clie�, as defined in the agreement, agrees to pay F�ormance of duties set forth in Article I.
for the services as billed within thirty (30) days of
receiving the invoice. Amounts paid after thirty (30)
days may be subject to interest charges, not to exceed �• INSURANCE
a monthly compo�md rate of one percent (1.0%) PRMG shall maintain during the life of the agreemeat
applied to the delinquent impaid balaace. the following minimum insurance:
Time-related charges will be made in accordance with 1. Commercial general liability inswaace, including
the billing rate referenced in the agreeme�. Other hir� and non-owned automobiles, with the
indirect expenses and subc��ractor services, if eny, following limits:
will be billed in accordance with the standard unit cost
rates as referenced in the agreement or if no reference Each Occiurence $1,000,000
is provided, ai the actual cost as incurred by PRMG. D�mage to Rented Premises
(Each Occurrence) $300,000
Medical Exgense (Any one person) $5,000
III. RESPONSIBII TTY Personal and Advertising Injury $1,000,000
PRMG is employed to render a professional service �� ``��� $2,000,000
only, aad any paymenl� made by Clie� are �� — Completed/Operatiion
compensation solely for such services rendered and �� Aggregate $2
recommendations made in carrying out the �Vork. 2 Statutory worker's compensation and employers'
PRMG shall perform analyses, provide opinions,
ma.ke factual presentations, and provide professiona.l liability ins�u�aace as required by stal:e law.
advice and recommendations. PRMG does not
expressly wariant or guarantee its services. 3. Professional liability insurance at a limit of
liability of not less than $2,OQ0,000 aggtegate.
N. RELIANCE UPON INFORMATION �, SUBCONTRACTS
PROVIDED BY OTI�RS.
If PRMG's performance of services hereimder requires Unless specifically specified in the Agreeme�,
PRMG to rely on information provided by other PRMG shall be entitled, to the e�ent determined to be
parties (excepting PRMG's subconh�actors), PRMG �PPr°Pnate by PRMG, to subcontract any portion of
shall not independeatly verify the validity, �e Work to be performed under this Ageement.
completeness or accuracy of such information unless
otherwise expressly engaged to do so in writing by
Client
K�DG110S6-07�ConasplUtility Code Rev Agmt (12-12-2013) C - 1
PUBLIC RESOURCES MANAGEMENT GROUP, INC. ATTACffiV�NT C
STANDARD TERMS AND CONDITIONS
VIII. ASSIGNMENT XIV. WORK PRODUCT
These terms and conditions and the agreement to PRMG and Clie� recogaize thai PRMG's Work
wluch they are aitached are binding on the heirs, product submitted in performance of this Agreement
successors, and assigns of the parties hereto. This is intended only for the Clie�'s benefrt and use.
agreement may not be assigned by Client or PRMG Change, alteration, or reuse on another project by
without prior, written consent of the other. Client shall be at Client's sole risk, and Client shall
hold harmless and indemnify PRMG against a111osses,
damages, costs, and expenses, including attomeys'
IX. INTEGRATION fees, arising out of or related to any such unauthorized
These terms and conditions and the agreement to change, alteration, or reuse.
which they are attached represent the entire
imderstanding of Client and PRMG as to those matters � SUSPENSION OF WORK
co�ained herein. No prior oral or written
understanding shall be of aay force or eff�t with Client may suspend, in writing, all or a portion of the
respect to those metters covered herein. The Work �mder the agreement in the event unforeseen
agreemern may not be modified or altered except in circumstences beyond Client's co�rol make normal
vvriting signed by both parties. progress of the Work impossible. PRMG may request
that the Work be suspended by notifying Client, in
writing, of circumstances that are nrterfering with the
X. JURISDICTION normal progress of Work. PRMG may suspend Work
This agreeme� shall be administered and interpreted on the project in the event Client does not pay
under the laws of the State of Florida. Jurisdiction of �voices when due. PRMG shall be compensated for
litigation arising from the agre,ement shall be in that its r�sonable expenses resulting from such
� suspension including mobili7ation and de-
mobili�ation The time for completion of the Work
shall be extend�l by the number of days Work is
XI. SEVERABILITY suspended. In the eve� thal the period of suspension
exceeds 90 days, the terms of the agr�me� are
If any part of the Agreement is found unenforceable subject to renegotiation ead both parties are giranted
under applicable laws, such part shall be inoperative, the option to terminate Work on the suspended portion
null and voice insofar as it is in conflict with said oftheprojeck
laws, but the remainder of the Agreemeat shall be in
full force and effec�
XVI. TERMIlVATION OF WORK
J�I. FORCE MAJEURE Client may terminate all or a portion of the Work
covered by the agreemeat for its conveniencx. Either
PRMG shall not be responsible for delays in party may terminate Work if the other party fails to
performing the scope of services that may result from perform in accordance with the provisions of the
causes beyond the reasonable comrol or coatemplaxion agreemeirt. Termination of the agreemeat is
of PRMG. PRMG will take reasonable steps to accomplished by 15 days prior written notice from the
mitigate the impact of any force majeure. party initiating terminatioa to the other. Notice of
termination shall be delivered by certified mail with
receipt for delivery retumed to the sender.
XIII. NO BENEFIT FOR THIItD PARTIES
The services to be performed by PRMG hereunder are T� �meat may be terminated by PRMG: a) for
intended solely for the benefit of Clie� and neither �e� if Client breaches this Agreement through no
right nor benefit is conferred oq nor aay contractual �t of PRMG and Client neither cures such material
relationship i�ended or established with any person or br�ch nor makes reasonable progress toward cure
entity not a pariy to this Agreemen� No such person �n 15 days after PRMG has given written notice
or entity shall be entitled to rely on PRMG's of the alleged breach to Clie� or b) upon five days'
performance of its services hereunder. notice if Work under this Agreemeat has been
suspended by either Clie� or PRMG in the aggregate
for more than ninety (90) days.
s��os6-oTCo��uwa coaa xeY n� pza2-zoi3� C-2
PUBLIC RESOURCES MANAGEMENT GROUP, INC. ATTACffiVI�NT C
STANDARD TERMS AND CONDITIONS
In the eve� of terminatioq PRMG shall perform such XIX. PUBLIC RECORDS
additional Work as is aecessary for the orderly filing �� ��plicable Florida law, PRMG's records
of document5 and closing of tt►e project. The time ��� �� Agreement may be subject to
spe� on such additional Work sha11 not exceed five
perce� (5%) of the time expended on the terminated Florida's public records laws, Florida Statutes 119.01,
portion of the proje,ct prior to the effective date of ��•� ���ded from time to time. PRMG shall
termination. PRMG shall be compensated by the �mply with all public records obligations set for in
client for Work actually performed prior to the �h laws, including those obligations to keep,
effective date of termination plus the Work reqirired �� P��de access to, and mai�.in any
for filing and closing as described in this Article. $PPlicable exemptions to public records, and tcansfer
atl such public records to the Clie� at the conclusion
of this Agreeme�, as provided for in Florida Statutes
XVII. ARBITRATION 119.0701(2013).
All claims, disputes and other matters in question
between the parties to this agreement arising out of or
relating to this agreeme� or the br�ch ther�� which
are not disposai by mutual agreeme� of the parties,
shall be decided by arbitration in accordance with the
Florida. Arbitration Code. No arbihation arising out of
or relating to this agreement shall include any person
not a party to this agreeme� except by written conse�
containing a specific reference to this agreement and
signed by the parties hereto and persons to be joined.
This agreement to arbitrate shall be specifically
enforceable under prevailing arbitration law.
Notice of demand for arbitration shall be filed in
writing with the other parties to this agreement. The
demand shall be made within a reaso�ble time after
the claim, dispute, or other matter in question has
arisen, but in no event after the date when the
institution of legal or eqiritable proc.eedings would be
barre,d by the applicable stat�rte of limitations. The
award rendered by the arbitrators shall be final and
jndgme� may be entered in accordance with
applicable law in any court having jurisdiction.
XVIQ. NOTICES
All notices required under tiris Agreement shall be by
personal delivery, facsimile or ma.il to the PRMG
Project Manager and to the person signing the
Ageeme� on behalf of the Client, and shall be
effective upon delivery to the address stated in the
Agreeme�.
x��assoTCo� code xev.n� �►z-�z-zois> C-3
ADDENDUM
PabGc Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor
must keep and maintain this Agreement and any other records associaxed therewith and that are
associated with the performance of the work described in the Scope of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Staxutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Sco� of Services are not disclosed except as
authorized by law. Finally, the Contractor shall retai.n the records described in this pazagraph
throughout the performance of the work described in the Scope of Services, and at the conclusion
of said work, transfer to the Village, at no cost to the Village, all such records in the possession
of the Contractor and destroy any duplicates thereof. Records that aze stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems.
�Ilage of Tequesta Date: 12/5/2073
Purchase Order Requisition Date Purchase Order is Req'd: ASAP
(Not a Purchase Order) Departrnent: General
•Revfsed November 94, 2011 R�. #:
Quotes Received: 1 (See Attached) Recommended Vendor. Vendor #:
�ndstream $1,327.00 �ndstream
Level 3 $2,535.72 Address:
ATT $2,141.25 Cfty:
MFN (CuRent Provider) $5,157.22 State 8 Zip:
Comments:
Intemet rovider chan e. Moving from current 90m connection to 100meg connedion to accommodate e anded usa e.
Funding curren e�asts as budgeted for current senrice. New servic� wfll have a lowrer MRC and no ad ustment is re uired.
Manuf./ Avallable Balance
Item Descri tion Part# Qty. Unit Price Total Cost Account # (Finance Use Onl
900Mbps MetraE
Dedicated Intemet 1 $ 1,284.05
Data Equipment
Maintenance 1 $ 10.95
32 Static IP's
1 $ 32.00
$ -
$ -
$ -
$ -
$ -
$ -
Total: $ 1,327.00
Finance/Adminlstrative Use Onlv:
The Departrnent Dliectors /Deslgnee s s/gneture below certifles that (9) thls purt�ase order requlsitlon /s complete and !n comp/lance vv/th the Vl//age s
Purchasing Po/Icles end Proc�dures end (2) all procuremem regulrements heve been �tlsfled.
i - �`�� � .�
De artrnent Director / Designee Si nature: ��- Date: �� � ��
The Finance Depar6neM signature befow certlfles U►at (9) this requlsftlon hes besn a ed by an authorheal Depertment Dhector/DesFgn�, (2) that the
correct account numbers have been used and (3) there is adeguate funding in the a nts Ilsted.
Finance Signature: Date:
e �
Vlla e Mana er Ap roval: � Date: G � 7a1�
Vllage Council Approval: Resolution #: Date:
windstream.
. . .
Customer Name VILLAGE OF TEQUESTA EAN 4469539
Install Street Address 345 TEQUESTA DR City, State, Zip TEQUESTA, Florida , 33469
Main Telephone Number (561)768-0700 Market WEST PALM BEACH
Contact Name Brad Gomberg Proposal ID 2311072
Account Representative Oscar Sed Proposal Type New
Dealer Name B& D Telecom OS Term 3 Years
Effective Date 14 Nov 2013
. •. . e . � . -.
Bandwidth 100Mbps — -- --
Transport Ethemet 1 — — --
Total Services $1,950.72 $1,284.05
.-. . � . �. -.
WIN Network Portal 1 1 $.00 $.00
Bandwidth Data Features
Data Equipment Maintenance — 1 $10.95 $10.95
Block of 32 IPs 1 $32.00 $32.00
Total Features �42.95
-. . � . • . -.
• .- . . .•. . . � . �. •.
Total Other Charges (Non-Recurring) $.00
. . . . •. -.
Total Monthly Recurring Charges $1,327.00
In the event Customer makes changes to its services during the initial term of agreement, Customer is responsible for
maintaining a Minimum Monthly Commitment of 85% of the Total Monthly Recurcing Charges.
Minimum Monthly Commitment $1,127.95
.
This Proposal is subject to and controlled by the Windstream Service Terms and Conditions, which are incorporated
herein by reference and attached hereto. Your signature constitutes your acceptance of the Proposal and your
agreement to the Windstream Service Terms and Conditions.
�__-
__�.�
14 Nov 2013 12:11:59 ET Authorized Customer Ini��
Page: 1
CUSTOMER WINDSTREAM
Signature: ��_�� -_"�-°-�.. Signature:
Printed Narne: . "�"�"��� Printed Name:
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Title: � ' Title:
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Date: 'Z' ? Date:
14 Nov 2013 12:11:59 ET �
Page: 2
windstream�
ADDENDUM TO CUSTOMER SERVICE AGREEMENT
This Addendum ("Addendum") is entered between Windstream and its affiliates ("Windstream") and Village of
Tequesta ("Customer") Proposal ID 2311072 and amends Customer Service Agreement ("Agreement") entered
between Windstrearrf'and Customer ("Parties°).
AUTO RENEWAL
The following shall be inserted in lieu of sentence two (2) of Agreement Section 1. Term and Renewal:
Upon expiration of the Term, this Agreement will automatically renew for successive month-to-month terms
(each, a"Renewal Term") until terminated or cancelled pursuant to its terms.
RATE INCREASES
Windstream and Customer agree that notwithstanding anything to the contrary in the Agreement, that during
the Term of the Agreement Windstream will not increase Customer's monthly recurring charges for the
Services being provided under the Agreement (or, in the case of long distance services, the per minute
charge for the such services) by any amount above the amounts set forth in Customer's signed proposal
executed contemporaneously with this Agreement. The forgoing right shall not apply to changes to,
additions of and/or increases in applicable fees, taxes and other government-mandated charges.
LATE PAYMENTS
The following shall be inserted in lieu of sentence three (3) of Agreement Section 5. Partial Payments; Late
Payments:
If Company does not receive full payment when due or does not receive payment in immediately available
funds, Company will add a late payment fee to the amounts owed and will calculate such fee as the total
owed times interest at a rate of 1.5%.
INDEMNITY
Windstream and Customer hereby agree that the following shall be added to the end of Agreement Section 17.
Indemnity:
Nothing contained in this Agreement shall be construed as Customer's consent to be sued, or as a waiver of
Customer's sovereign immunity beyond the limits set forth in Sec. 768.28, Florida Statutes, including limits
on the award of attorney's fees.
The Agreement noted above and this Addendum constitutes the Parties' entire agreement. To the extent
there is a conflict between this Addendum and the Agreement, this Addendum controls.
This Addendum may be executed in several counterparts, and all counterparts so executed shall constitute
one binding agreement on the Parties hereto and each executed counterpart shall be deemed an original.
Facsimile signatures shall be accepted as valid and binding for all purposes.
Windstream and Customer each aver that the signatories to this Addendum below have authority to sign
this Addendum.
Page 1 of 2 `�~
Customer Ini "
Hand-written modifications to this Addendum are not binding on either Windstream or Customer.
Village of Tequesta Windstream and its affiliates
___ ;'
Y�
Na�me: } C �Name:
Title:
� � Title:
Page 2 of 2
Customer IniUals� '
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WINDSTREAM SERVICE TERMS AND CONDITIONS
These terms and conditions apply to the provision of all telecommunications and related services ("Services") by Windstream� ("Windstream") to
Customer under the proposal to which these terms and conditions are a part. These tertns and condifions and Customer's proposal/sales order, and
any service specific schedules form the agreement ("Agreement"). The Services will be offered in each area to the Customer by the Windstream
affiliated entity authorized to provide the Services in the applicable jurisdiction.
1. Term and Renewal. This Agreement is effective on the date identified on the proposal ("Effective Date") and will continue for the term set forth
in the proposal from the date that Services are installed until either terminated pursuant to the provisions below or replaced with a new agreement
(the "Term"). Upon expiration of the Term, this Agreement will automatically renew for successive one-year terms. (each, a"Renewal Term")
until terminated or cancelled pursuant to its terms. In the event a Customer provides written notice of its intent not to renew but does not terminate
Services hereunder, Windstream shall have the option of continuing to provide such Services on a month-to-month basis, priced at Windstream's
then current monthly rates.
2. Charges for Services; Billing and Payment. Customer is responsible for paying all charges that apply to the Services ordered on a proposal or
used on a per-use basis by Customer, including items such as features, instaliation, labor, repair, long distance, and directory or operator assistance
as specified on the proposal or set forth in Windstream's Price Lists or Tariffs. Customer is responsible for taxes, surcharges, fees, and assessments
that apply to the sale and use of Services, including how those may change in the future and regardless of whether such charges are identified in
the Agreement. Windstream will bill Customer monthly for the Service, and all bills are due and payable upon receipt. Payment will be considered
late if not paid within thirty (30) days from the date of invoice. All amounts payable by Customer shall be made without setoff or counterclaim and
without deduction. Billing at a location will begin upon the earlier of (i) the installation date (which may be the date administrative access to certain
software-based Services is granted to Customer); or (ii) thirty (30) days after delivery of the applicable facility and/or equipment to the Customer
premises (if the delay in connection of the facility and/or equipment is due to Customer or its agent); however, Windstream may choose to bill in
full monthly increments with no proration for partial service periods when Service either starts or ends in the middle of a billing cycle. In certain
service areas, paper bills are available only upon request and for a monthly charge and billing for usage will round up to the next cent. If Customer
authorizes payment by credit or debit card, then Windstream will not obtain further consent or provide additional notice before invoicing the credit
or debit card for all amounts due and owing. . WINDSTREAM RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING
CHARGES ("MRCS") ON AT LEAST THIRTY (30) DAYS' NOTICE AND OTHER RATES AT ANY TIME.
3. Service Outage Credits. For Windstream's business-grade local and long distance voice telecommunications services, T1 and higher facility
network Intemet access and private networking services, Customer will receive a credit of 1/30th of the MRC for that month for each day that
Customer has a Service Outage, defined below. Only the Service affected by the Service Outage will be eligible for a credit. Credit is based upon the
length of time Customer is without Service. Credits in any single month cannot exceed the MRCs for Service that was affected by a Service Outage
in that month. For purposes of this Agreement, a"Service Outage' is defined as the complete inability to: (i) make or receive calls; (ii) access the
Intemet for the purpose of sending or receiving Internet Vaffic; or (iii) send or receive data across a Windstream suppoRed private network. In the
event Customer rents equipment from Windstream, such equipment shall not be considered "Services" for purposes of service credits under this
Agreement.
4. Disputes. To dispute a bill, Customer must do so in good faith and deliver to WindsVeam in writing the specific basis for such dispute within sixty
(60) days after the date on the bill. If Customer does not follow this dispute process, the dispute shall be deemed waived.
5. Partial Payments; Late Payments. Windstream may accept any payments Customer marks as being "payment in full" or as being settlement
of any dispute without waiving any rights Windstream has to either collect the full payments from Customer. Customer is responsible for paying all
costs and fees Windstream incurs as a result of collecting Customer's unpaid charges. If Windstream does not receive full payment when due or
does not receive payment in immediately available funds, Windstream will add a late payment fee to the amounts owed and will calculate such fee
as the total owed times interest at the maximum rate allowable by law.
6. Credits and Deposits. Customer authorizes Windstream to ask credit-reporting agencies for Customer's credit information. Windstream may
require Customer to submit an initial security deposit and/or advance payment and an additional deposit and/or advance payment if Customer
increases Services or Customer's credit rating changes. The deposit will be refunded if satisfactory credit has been established or upon termination
of this Agreement for any reason, except that Windstream at its discretion may apply the deposit to any amount due and unpaid by Customer.
7. Services Location; Moves. Customer is responsible for providing an environment that is suitable for the Services, including equipment that
is compatible with Windstream's network. Customer shall provide Windsheam with the correct address to obtain Services, because Windstream
relies on such information to determine which taxes, fees, surcharges and assessments apply to the Services. If Customer does not provide a valid
address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments and penalties related thereto. Customer will notify
Windstream if Customer's address changes, in which case Windstream may either (a) terminate the affected Services, or (b) allow Customer to
provide sixty (60) days' advance notice to Windstream to move Services to a new location and pay any applicable installation charges. Customer
will enter into a new agreement for such new location, or Windstream will apply the liquidated damages set forth in Section 15 for the terminated
location. Charges, including reasonable administrative costs and fees incurred by Windstream may apply as a result of Customer's move, in addition
to a change in MRCs.
��ndstream is defined for purposes of this Agreement to mean Windstream Communications, Inc. or such authorized Windstream affiliated entity
providing Services to Customer as identified on Customer's bill.
PRIVATE/PROPRIETARY
Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement.
version 10.01.13
windstream�
8. Windstream-Provided and Owned Equipment. Any equipment installed by Windstream on Customer's premises that is not the subject of a sale
to Customer (such as the CSU/DSU, interface cards, Channel Bank and routers, if applicable) shall remain at all times the property of Windstream.
Equipment shall remain in good condition, less normal wear and tear. Windstream shall be responsible for the maintenance and repair of the
equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse
Windstream for the cost of any necessary repairs. Customer shall provide Windstream reasonable access to the equipment for purposes of repair,
maintenance, removal or otherwise. If Windstream does not have access to Customer's premises within thirty (30) days after Customer terminates
this Agreement, or if Windstream requests Customer return the equipment and Customer does not return the equipment to Windstream within thirty
(30) days of termination, Customer shall reimburse Windstream for the full purchase price of the equipment as well as any attorney's fees and costs.
Customer shall pack and ship the equipment in such a way so as to limit and/or avoid damage to the equipment. In the event the equipment is
damaged in shipping, Customer shall be responsible for the cost to replace the equipment,
9. Disconnection of Current Provider; Special Construction; Third Party Charges. Customer is solely responsible for disco�necting Services
with its current service provider. Windstream is not responsible for any charges assessed against Customer by such provider. Customer shall pay
all charges if Windstream or a third party provider is required to extend the demarcation point or undertake special construction for Customer.
Unless Windstream specifically agrees in writing to undertake equipment installation and maintenance work, Customer is responsible for all charges
assessed by its phone system vendor and other third parties in connection with the installation of the Services and Windstream shall have no
responsibility for maintenance or repair of same.
10. Third Party Software . As part of the Services, Customer may be allowed to use certain sofiware and related documentation developed and
owned by Windstream's third-party sofiware licensors (collectively, the "Software"). This Software is neither sold nor distributed to Customer and
Customer may use it solely as part of the Services and for no other purpose. Customer may not and agrees not to: (i) transfer such Software outside
the Services or to any other person or entity; (ii) make copies of the Software, either through a virtual snapshot of the server containing the Software
or otherwise; or (iii) transfer the Software outside of Windstream's infrastructure and/or premises. Further, Customer agrees to provide Windstream
with evidence that its use of the Software is in compliance with the Agreement and/or third-party software licensor's terms from time to time during
the Term as requested by Windstream. If Customer faiis to provide such evidence when requested, or is othervvise not in compliance with the
Agreement and/or third-party software licensor's terms, Windstream may, at its sole option suspend or terminate the Services that include the
Software. For the avoidance of doubt, Windstream's Software licensors are not responsible for providing any support in connection with the Services
or the Soflware.
11. Google. IF CUSTOMER SUBSCRIBES TO GOOGLE SERVICES THROUGH WINDSTREAM, CUSTOMER WILL BE REQUIRED
TO COMPLETE A CLICK-THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT h ttp://www.w indst ream.com/leaal/
Google Apps Premier Edition License odf PRIOR TO USING THE RELEVANT SERVICES. Windstream may cancel Google Services at any
time on thirty (30) days' notice and, at Windstream's option, may either terminate such Google Services altogether or move Customer to a similar
platform. In the event that Windstream or Customer terminates the Google Services or downgrades or cancels Google Services, Customer is solely
responsible for downloading all of its information to its computer within thirty (30) days.
12. Government Funding Customer must notify Windstream of all restrictions, requirements and reporting obligations to which Windstream could
become subject pursuant to any govemment program before Windstream provisions Services to Customer. Customer will not use such funds,
including stimulus funds, grants or loans, in whole or in part, to suppoR its performance under this Agreement without Windstream's prior written
consent regarding any specifically applicable terms. If Customer fails to provide such prior written notice to Windstream of government funding or
if Windstream does not consent to the use of such funding, then Windstream has the right, in its sole discretion, to reject any order or terminate
this Agreement and/or any applicable Services, without liability or obligation to Windstream. If Customer requests government funds for payment of
Services under this Agreement and such funding request is denied, Customer shall remain responsible for one-hundred percent (100%) of the cost
of Services.
13. Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution. THIS AGREEMENT IS SUBJECT TO AND
INCORPORATES THE FOLLOWING BY REFERENCE, AS THEY MAY CHANGE FROM TIME TO TIME: (I) THE TERMS AND CONDITIONS
OF THE TARIFFS FILED WITH STATE PUBLIC SERVICE COMMISSIONS; (II) THE FCC OR STATE WEB•POSTED PRICE LISTS OR TERMS
AND CONDITIONS (EITHER "PRICE LISTS") POSTED AT http;//windstrea _m_,comldocu_ments/detariff_edservices,pdf; (III) FOR INTERNET,
THE "ACCEPTABLE USE POLICY" POSTED AT http://www2_wind�trgam,neUcustomers�ort/usersgwde/a_ccept(accept.html AND THE
"PRIVACY POLICY" POSTED AT h AND p� IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED
SERVICES (I.E., ONLINE BACK UP SERVICES, TECH HELP, ETC), CUSTOMER WILL BE REQUIRED TO CLICK-THROUGH AGREEMENTS
RELATED TO THOSE SERVICES (CLICK-THROUGHS) PRIOR TO ACCES5ING SUCH SERVICE, WHICH SHALL BE DEEMED PART OF THIS
AGREEMENT. This Agreement, the documents incorporated by reference and any addendums entered between the parties constitute the parties'
entire Agreement. This Agreement may be amended only in a writing signed by authorized representatives of each party. This Agreement and its
incorporated documents supersede any and all statements or promises made to Customer by any Windstream employee or agent. In the event of
any conflict between the provisions of this Agreement and any of the docume�ts incorporated by reference, the provisions of the Google License
shall control for Google Services, followed by the Tariffs and Price Lists or Value-Added Services click-through agreements for applicable Services,
this Agreement and then the Acceptable Use and Privacy policies. This Agreement may be signed in counterparts, and facsimile or electronic
scanned copies may be treated as original signatures. Windstream also may execute this Agreement via a verifiable electronic signature.employee
or agent. In the event of any conflict between the provisions of this Agreement and any of the documents incorporated by reference, the provisions
of the Google License shall control for Google Services, followed by the Tariffs and Price Lists or Value-Added Services click-through agreements
for applicable Services, this Agreement and then the Acceptable Use and Privacy policies. This Agreement may be signed in counterparts, and
facsimile or electronic scanned copies may be treated as original signatures. Windstream also may execute this Agreement via a verifiable electronic
signature.
PRIVATE/PROPRIETARY
Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement.
�
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14. Termination. Either party may terminate this Agreement by providing at least thirty (30) days' notice prior to the end of the initial Term or a
Renewal Term, or'rf the other party is in breach of any material provision of this Agreement and such other party fails to cure within thirty (30) days
after written notice. Notwithstanding, unless prohibited by law, in the event of nonpayment, the breaching party shall have ten (10) days to cure after
written notice. Customer's right to terminate for cause is limited to termination of the affected Services at the affected location only. In the event
Customer rents equipment from WindsVeam and Customer terminates network Services pursuant to this section, Customer shall remain obligated
to fulfill the remainder of the applicable equipment schedule term. Windstream may limit, interrupt or terminate Services immediately'rf: (a) after any
required notice, Customer has not paid for Services; or (b) Customer uses the Services in an adverse manner that affects Windstream's network or
other customers; or (c) Customer or others have used the Services fraudulently or unlawfulty while on Customer's premises or while the Services
are under Customer's control; or (d) Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary
for the type of Services; or (e) Customer resells any Services or uses the Services to aggregate other persons' tra�c; or (fl Customer uses the
Services for its own end users and/or customers as a telecommunications provider or any other kind of provider. In addition to the termination rights
of Windstream set forth above, if Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary
for the type of Services (including, but not limited to, circumstances in which Windstream is receiving traffic from Customer that originates from a
location other than the local calling area associated with the customer's service location, when ten percent (10%) or more of Customer's calls are
six (6) seconds or less, and/or when more than forty percent (40%) of call attempts are uncompleted per trunk group and DSO/DSO equivalent),
Windstream may: (v) charge long-distance charges for such traffic and any additional charges necessary to recoup its administrative costs and any
charges from other carriers; (w) charge an additional price per minute in Windstream's discretion for each call that violates this provision; (x) restrict
or cancel use or convert customer to another plan; (y) require customer to pay for the excessive use immediately and make a deposit; and/or (z)
void any applicable price guarantee. Windstream may restore service if customer corrects the violation and pays all outstanding amounts owed,
including restoration charges. For Ethernet Internet Access services and MPLS - Virtual Private Network/Virtual LAN Services, Windstream shall
verify the availability of facilities, and in the event that Windstream determines in its sole discretion that facilities are not economically or technically
feasible, Windstream has the right to terminate this Agreement without liability.
15. Effect of Tertnination.
a. Pre-Installation- - If Customer terminates this Agreement after the Effective Date but prior to the installation of Service(s), Customer will pay
WindsVeam a Pre-Installation Cancellation Charge ("Cancellation Charge") equal to three (3) months of MRCs except that if Windstream's costs
to other providers are greater than this amount, Customer shall also reimburse WindsVeam for such costs. Customer agrees that the Cancellation
Charge is a reasonable measure of the adminisVative costs and other fees incurted by Windstream to prepare for installation. The Cancellation
Charge set forth in this Section 15(a) is in lieu of the charges set forth in 15(b) below for post-installation cancellations.
b. Post-Installation- - CUSTOMER UNOERSTANDS THAT ITS RATES ARE BASED UPON ITS COMMITMENT TO PURCHASE SERVICES
FOR THE TERM OR RENEWAL TERM. AS SUCH, IF CUSTOMER TERMINATES THIS AGREEMENT OR ANY SERVICES PROVIDED
HEREUNDER AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS
A RESULT OF WINDSTREAM'S TERMINATION FOR CUSTOMER'S BREACH, CUSTOMER SHALL PAY TO WINDSTREAM AS LIQUIDATED
DAMAGES, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MRCS APPLICABLE TO THE
TERMINATED SERVICES MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN-CURRENT TERM OR RENEWAL TERM
("LIQUIDATED DAMAGES"). CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND
SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED BY
WINDSTREAM, INCLUDING BUT NOT IIMITED TO ACTUAL EXPENSES INCURRED BY WINDSTREAM TO INITIATE OR TERMINATE THE
SERVICES, THIRD PARTY COSTS, USE OF LIMITED NETWORK RESOURCES, INSTALLATION CHARGES WANED AND ANY DISCOUNTS
OR CREDITS GRANTED. If Customer's proposal includes Monthly Minimum Charges or Fees ("MMCs" or "MMFs°) and Customer terminates or
disconnects less than the entirety of its Services such that its actual usage at a location falls below the MMC or MMF for that location, Customer will
pay the MMC or MMF every month in lieu of the Liquidated Damages set forth above. If Customer's proposal does not includes MMCs or MMFs and
Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below fifty percent (50%) of its
original contracted rate for that location, Customer will pay fifty percent (50%) of the MRCs every month in lieu of the Liquidated Damages set forth
above. Additionally, if Customer received a bundled rate for the disconnected Service(s), then Customer's charges may be adjusted by Windstream
to the unbundled service rates.
16. Limitation of Liability. FOR PURPOSES OF THIS SECTION, AND THE FOLLOWING SECTIONS DESCRIBING INDEMNITY, DISCLAIMER
OF WARRANTIES, AND EMERGENCY. CRITICAL LINES SECTtONS, "WINDSTREAM" INCLUDES ITS OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF WINDSTREAM
RESELLS SERVICES.
A. WINDSTREAM'S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I)
CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER'S MRCS MULTIPLIED BY SIX (6). IF
CUSTOMER'S SERVICE IS INTERRUPTED, WINDSTREAM'S LIABILITY WILL BE LIMITED TO A PRO-RATA CREDIT FOR THE PERIOD
OF INTERRUPTION. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT
WINDSTREAM'S LIABILITY AS PROVIDED HEREIN. UNDER NO CIRCUMSTANCES WILL WINDSTREAM BE LIABLE FOR ANY ACCIDENT
OR INJURY CAUSED BY SERVICES, ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOST
BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA), ANY PUNITIVE OR EXEMPLARY DAMAGES, THE
COST OF ALTERNATIVE SERVICE, OR ATTORNEY'S FEES OR FOR ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT
(INCLUDING BUT NOT LIMITED TO SERVICE INTERRUPTIONS) DUE TO CAUSES BEYOND WINDSTREAM'S REASONABLE CONTROL.
WINDSTREAM IS NOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO
WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL USAGE, CHARGES, AND
LIABILITY INCURRED FOR SUCH LOSS, MISUSE, OR THEFT OF SERVICES WHILE IN CUSTOMER'S CONTROL, REGARDLESS OF
WHETHER/WHEN WINDSTREAM NOTIFIES CUSTOMER OF INCREASED USAGE.
PRIVATE/PROPRIETARY
Contains Private andlor Proprietary tnfortnation. May not be used or disclosed outside Windstream except pursuant to a written agreement.
t
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B. ENTRY ONTO WINDSTREAM'S PREMISES IS AT CUSTOMER'S OWN RISK, AND WINDSTREAM ASSUMES NO LIABILITY WHATSOEVER
FOR ANY HARM ARISING FROM ANY CAUSE OTHER THAN WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL M15CONDUCT
RESULTING IN PERSONAL INJURY TO CUSTOMER DURING SUCH VISIT. WINDSTREAM IS NOT RESPONSIBLE IF EQUIPMENT IS
LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
CUSTOMER IS RESPONSIBLE FOR ALL LOSS INCURRED FOR MISUSE, MISHANDLING OR PROVISIONING OF CUSTOMER EQUIPMENT
INCOMPATIBLE WITH THE SERVICES, CHANGES MADE TO THE SERVICES BY CUSTOMER OR A THIRD PARTY NOT AUTHORIZED TO
MAKE CHANGES, OR BY WINDSTREAM AT THE DIRECTION OF CUSTOMER. IN NO EVENT SHALL WINDSTREAM BE RESPONSIBLE FOR
ANY THIRD-PARTY EQUIPMENT, INCLUDING ANY DAMAGES THAT MAY ARISE AS A RESULT OF DEFECTS OR ISSUES RELATED TO THE
THIRD-PARTY EQUIPMENT. TO THE EXTENT WINDSTREAM IS LIABLE FOR DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT, SUCH
LIABILITY WILL BE LIMITED TO THE THEN-CURRENT BOOK VALUE OF THE DAMAGED EQUIPMENT. EACH PARTY IS RESPONSIBLE FOR
INSURING THE EQUIPMENT AND PROPERTY IT OWNS WITH COVERAGE CONSISTENT WITH INDUSTRY STANDARDS.
17. Indemnity. EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS,
ARTY'S GROSS NEGLIGENCE OR WILLFU M SCONDUCT W TH RESPECT TO ITS OBLIGATIONS UNDER TH S AGREEMENT. G
FURTHER, CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS WINDSTREAM FROM AND AGAINST ALL CLAIMS ARISING
OUT OF OR IN CONNECTION WITH (1) ANY FAILURE BY CUSTOMER OR CUSTOMER'S END USERS TO COMPLY WITH WINDSTREAM'S
ACCEPTABLE USE POLICY OR APPLICABLE LAW, OR (II) CLAIMS OF OWNERSHIP OR SUPERIOR RIGHTS TO CUSTOMER EQUIPMENT
OR OTHER INTELLECTUAL PROPERTY BY A THIRD PARTY.
18. Force Majeure. Windstream shall be excused from, and shall have no liability, including service credits, with respect to, any delay or failure
to perform hereunder caused by any event beyond its reasonable control, including but not limited to, (i) cable cuts or common carrier delays; (ii)
actions, failures to act or delays by Customer or others authorized by the Customer to use the Service; (iii) failure of power, equipment, services
or systems not provided by Windstream including but not limited to other providers' networks and interconnections to or from and connectivity with
other Intemet Service Providers' networks; (iv) Customer owned or leased equipment or facilities (i.e., Customer's PBX, Local Area Network (LAN);
(v) during any period in which Windstream or its agents are not afforded access to the premises where access lines associated with the Services are
terminated or the Customer elects not to release the Senrices for testing and/or repair and the Customer continues to use Services; (vi) maintenance
(planned or emergency) or implementation of a Customer order that requires a Services interruption (Windstream reserves the right to schedule
maintenance and upgrades to the network seven (7) days a week from 12a.m. to 6a.m. in the local time zone of the area being worked on without
prior notice to Customer or upon reasonable advance notice outside these time frames); (vii) when a Service Outage has not been reported to
WindsVeam or where there is a trouble reported, but no trouble found; and (viii) labor difficulties, govemmental orders, civil commotion, acts of God
and other circumstances beyond Windstream's reasonable control.
19. Disclaimer of Warrenties. EXCEPT AS OTHERWISE PROVIDED HEREIN, SERVICES, EQUIPMENT, AND THE DESIGNATED
CUSTOMER AREA ON WINDSTREAM'S PREMISES, IF APPLICABLE, ARE PROVIDED ON AN °AS IS" AND "AS-AVAILABLE" BAS1S
WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-
INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY ARISING
BY COURSE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY WARRANTY THAT THE SERVICES WILL
MEET CUSTOMER'S REQUIREMENTS OR ANY WARRANTY REGARDING THE QUALITY, CONTENT, ACCURACY OR VALIDITY OF
THE INFORMATION OR DATA RESIDING ON OR PASSING THROUGH OR OVER THE NETWORK AND ALL SUCH WARRANTIES ARE
HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, BROADBAND SPEEDS, UNINTERRUPTED OR ERROR-FREE SERVICE,
TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEED. EXCEPT AS EXPRESSLY
PROVIDED IN WINDSTREAM'S PRIVACY POLICY, WINDSTREAM HAS NO OBLIGATION TO PROVIDE SECURITY OR PROTECTION
FOR CUSTOMER'S PRIVACY, CONFIDENTIAL INFORMATION OR DATA. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY
WINDSTREAM'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY
SUCH INFORMATION.
20. Emergency. Critical Lines. CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT PROVIDE ACCESS TO 911 OR
TRANSMIT THE LOCATION OR EXTENSION IF CUSTOMER ATTEMPTS TO ACCESS 911 IN AN EMERGENCY.Examples include voice over
Internet protocol ("VoIP"), Centrex, Allworx ReachTM' Application ("Allworx ReachT"""), and private branch exchange. Additionally, because T1s and
VoIP can cease operating during a power outage, Customer should have a basic business or copper line for elevator, alarm, E911 and other critical
functions. When using VoIP service or Allworx ReachTM', Customer must timely update changes to their registered location for 911 services. By
signing this Agreement, Customer acknowledges that Customer has read this disclosure. By proceeding with use of Services, Customer assumes all
responsibility and risk of harm, loss, or damage in the event that 911 access fails, is not possible, or does not provide the address, correct address,
extension or other infortnation to emergency authorities.
21. Miscellaneous. (a) Notices and Electronic CommunicationsAny notice pursuant to this Agreement must be in writing
and will be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer's
proposal or to Windstream at Windstream, Attn: Cortespondence Division, 1720 Galleria Blvd., Charlotte, NC 28270,
Windstreambusin windstre or at such other address provided to the other party. CUSTOMER AGREES THAT
WINDSTREAM MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING WINDSTREAM'S SERVICES;(b) A��licable LawThis
Agreement is subject to applicable federal law and the laws of the state in which the Services are provided, without regard to that state's conFlict of
laws principles. If this Agreement covers multiple states, then it is subject to Nebraska law, without regard to its conflict of law principles. The parties
agree to submit to the exclusive jurisdiction of federal courts in the state in which the Services are provided (or federal courts in Nebraska, if the
Agreement covers multiple states) so long as diversity and the amount in controversy requirements are met, or a federal question is at issue;
PRIVATE/PROPRIETARY
Contains Private andlor Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement.
version 10.01.13
windstream�
(c) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMIITED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UN DER OR
IN CONNECTION WITH THIS AGREEMENT; (d) Statute of LimitationsNo claim may be asserted by either party against the other with respect to
any event, act or omission for which a claim accrued more than two (2) years prior to such claim being asserted; the foregoing statute of limitations
is not applicable to billing disputes, which are governed by the timeframe for disputes described in Section 4; (e) AssignmentEither party may assign
this Agreement to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer
shall provide Windstream with notice and complete all paperwork necessary to effectuate any change in ownership or other account changes.
Otherwise, Customer may not assign its rights and obligations under this Agreement without Windstream's advance written consent. Any attempted
assignment in violation of this provision is void;(� Third Party Beneficiaries: No third party shall be deemed a beneficiary of this Agreement; (g)
P lici : Customer agrees that Windstream may publicly disclose that Windstream is providing Services to Customer and may include Customer's
name in promotional materials, including press releases;(h) Waiver: Either party's failure to enforce any right or remedy available under this
Agreement is not a waiver; (i) 5everability: : If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall
remain in full force and effect; Q) Survival: Sections 16 through 21 survive after this Agreement ends; (k) Handwritten Chanaes: Handwritten changes
are not binding on either party;(I) Use of Products in U.S.: Customer acknowledges that the transfer and use of products, services and technical
information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the
products, services or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations.
At Windstream's request, Customer shall sign written assurances and other export-related documents as may be required for Windstream to
comply with U.S. export regulations; (m) Representation on Authority of Parties/Signatories: Each person signing this Agreement represents and
warrants that he or she is duly authorized in accordance with its corporate govemance documents and has legal capacity to execute and deliver this
Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's
obligations hereunder have been duly authorized in accordance with its corporate govemance documents and that the Agreement is a valid and
legal agreement binding on such party and enforceable in accordance with its terms; (n)Confidentialitv: Except when this Agreement is required to
be filed with a govemmental authority or as may othervvise be required by local, state or federal freedom of information laws, the parties agree that
this Agreement contains proprietary and confidential information and shall not be disclosed publicly to any third party except the such dealer(s) or
agent(s) of Windstream that are negotiating with Customer in order to execute this Agreement.
22. Service Specific Provisions:
For Dynamic IP Services On/y:
Customer represents and warranties that it will immediately notify and post alternative dialing instructions to its end-users if any restric6ons or
limitations to access emergency 911 services a result from its actions including but not limited to: (a) Extending the origination of outbound calling
capabilities of the Dynamic IP service outside of the Windstream Dynamic IP-serviceable area by means of private circuits, wireless service, public
networks, the public Intemet or other means; (b) Implementing call routing schemes within its applications, systems or networks which may prevent
access to emergency services; or (c) Implementing call routing schemes within it applications, systems or networks which may route outbound
emergency 911 calls to Public Service Answering Points (PSAPs) other than the PSAP servicing the calling party end-user location.
Customer agrees to indemnify and hold Windstream harmless from all claims, causes of acUon, damages and judgments arising from restrictions
or limitations to access emergency 911 services as a result of customer's actions or inactions in ensuring that all 911 dialed calls are routed to the
proper PSAP using Windstream's dynamic IP service.
For Managed CPE Firewall Services Only:
Authorization to Pertorm Testin�. Certain laws and regulations prohibit the unauthorized penetration of computer networks and systems. Customer
hereby grants Windstream the authority to access Customer's networks and computer systems solely for the purpose of providing the Managed
CPE Firewall Service. Customer acknowledges that the Managed CPE Firewall Service constitutes permitted access to Customer networks and
computer systems. In the event one or more of the IP Addresses Customer gives to Windstream are associated with computer systems that are
owned, managed, and/or hosted by a third party service provider ("Host"), Customer agrees to: (i) not'rfy Windstream of such Host arrangement prior
to the commencement of any Managed CPE Firewall Service; (ii) obtain Host's written consent for Windstream to provide the Managed CPE Firewall
Service on HosYs computer systems, which includes acknowledgement of the risks and acceptance of the conditions set forth herein; (iii) provide
Windstream with a copy of such consent, acknowledgement and acceptance; and (iv) facilitate any necessary communications and exchanges of
information between Windstream and Host in connection with the Managed CPE Firewall Service. Customer agrees to indemnify, defend and hold
Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attomey's fees that
arise out of Customer' s failure to comply with this section. Customer will indemnify and hold Windstream and its suppliers harmless from any and all
third party claims that arise out of the testing and evaluation of the security risks, exposures, and vulnerabilities of the IP Addresses that Customer
provides. Customer acknowledges that the Managed CPE Firewall Service entail ce�tain risks including the following possible negative impacts: (i)
excessive log file disk space may be consumed due to the excessive number of log messages generated by the Managed CPE Firewall Service; (ii)
performance and throughput of networks and associated routers and firewalls may be temporarily degraded; (iii) degradation of bandwidth; and (iv)
Customer computer systems may hang or crash resulting in temporary system unavailability and/or loss of data.
With regard to any software components of the Firewall Device, Customer agrees it will not: (i) use or make any copies of the sofiware; (ii) reverse
engineer, decompile, or disassemble the software; (iii) sell, resell, transfer, license, sublicense, or distribute the software; or (iv) create, write,
or develop any derivative software or other software program that is based on such software. Customer agrees to indemnify, defend and hold
Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attomey's fees,
which arise out of Customer's failure to comply with the foregoing.
PRIVATE/PROPRIETARY
Contains Private and/or Proprietary Information. May not be used or disclosed outside Windstream except pursuant to a written agreement.
Level 3 �
COMMUNICATIONS
. �
Company Name : Tele Cons Gr
Street Address : 205 COMMERCIAL DR Sales Executive : Melissa Maggard
Suite Number : Phone : 786-206-7373
City, State : ST AUGUSTINE, FL E-Mail : Melissa.Maggard@Level3.com
Zip Code : 32092
Contact Name : Dan Pirigyi Contract Length (yrs) : 3
Contact Phone : 5555555555
Contact E-Mail : dan@tcg-partners.com
• � �- •
Data Services QTY Unit Price Monthly
Dedicated Internet Port- 100Mb 1 $819.00 $819.00
Access Circuit FE 1 $1,693.24 $1,693.24
Installation Services QTY Unk Price One-Tfine
Dedicated Internet Port- 100Mb 1 $0.00 $0.00
Access Circuit FE t $0.00 $0.00
Site Total Monthly $2,512.24 One Time $0.00
• • .- �
Data Services QTY Unit Price Monthly
Dedicated Internet Port- 50Mb 1 $761.00 $761.00
Access Circuit FE 1 $1,230.77 $1,230.77
Installation Services QTY Unit Price One-Time
Dedicated Internet Port- 50Mb 1 $0.00 $0.00
Access Circuit FE 1 $0.00 $0.00
SiteTotal Monthly $1,991.77 One-Time $0.00
Order Totals Monthiy $4,504.01 One-Time $0.00
DOC#: D000801120419 RFQ#: 3623957312 Doc Created: 2013-10-30 1335:16
Quote ID#: QUOTE4577406 1025 Eldorado Blvd., Broomfield, CO 80021 Page 1 of 2
Level 3)�
COMMUNICATIONS
TERMS
1. This Quote is confidential and may not be disdosed to third parties. This Quote is non-binding unless if becomes an accepted Customer Order as set forth in section 4.
2. The pricing sfated in this Quote is contingenl on Service availability (as determined by Level 3) and is valid for 30 calendar days from the date of this Quote unless a different time
period is otherwise specified herein. This Quote supersedes any prior Quote from Level 3 or a Level 3 affiliate for the Service set forth herein. For Orders for VPN Services, the VPN
Minimum Usage Charge is not reflected in the Grand To[al MRC amount, but shall be added to the total amount and shall equal CDR muftiplied by the rate of the monthly usage
charge. Prior to installation, Level 3 may pass on increases in pricing due to price changes by off-net suppliers to Level 3 by written notice to Customer (which may be via e-mail).
Unless Customer tertninates this Customer Order (without liability) within 2 business days of such notice of increase, Customer shall be deamed to have accepted the increase.
Services may be provided
by Level 3 or a Level 3 a�tiate. H any asped of the Services set forth herein is to be provided intemationally, a Local Couniry Agreement may be required.
3. The demarcaGon point for the Service shall be as stated herein, provided that if a generic demarcation point (such as a street address) is provided, the demarcation point for on net
services shall be Level 3's Minimum Point of Entry at the stated demarcation point (as detertnined by Level 3) and off-net demarcadon poinLs shall be the off-net vendors Minimum
Point of Entry. AddlGonal detail around the off-net tertninaGon will be consistent with the applicable Service Schedule. Even if included in this Order (which sometimes occurs for
operaGonal reasons) Customer shall have no remedies against Leve13 for any service of part thereof procured by Customer from any third party.
4. Customer may place an order for the Service quoted herein by signing (including elecVonic or digital signature) or otherwise acknowledging (in a manner acceptable to Level 3) this
Duote and returning it to Level 3, at which time this Quote shaB become a Customer Order. The Service identified in this Customer Order shall be govemed by and subject to the
Master Service Agreement(s) and Service Schedule(s) (if any) between Level 3 and Customer (or its affiliate 'rf expressty provided for under such afflliate Master Service Agreemeni)
applicable to such Service. If Cus[omer has not executed a Master Services Agreement with Level 3 but has executed a services agreement with an affiliate of Level 3("A�liate
Agreement"), then the tertns of the most recent such AffiGate Agreement shall appty to the Service herein (to the extent not inconsistent with this Customer Order) provided that in
such cases, the current standard Level 3 Service Schedule appAcable to the Services shall appy. In the event that Level 3 and Customer have not executed a Master Service
Agreement and/or applicable Service Schedule(s) with respect to such Service and have not executed an Affiliate Agreement, then Level 3's standard Master Service
Agreement/Service Schedule(s) (as of the date of this Customer Order) shall govem, a copy of which are available upon request. Notwithstanding any[hing in any �liate Agreement
to the contrary, Level 3's acceptance of this Order will be evidenced by (and this Order will be binding on both parties upon) the eartier of Level 3's written delivery of a Customer
Committed Delivery Date (i.e. the projected installation date) or Level 3's delivery of the requested Service.
5. Neither party shall be liable for any damages for lost profits, lost revenues, loss of goodwill, bss of anticipated savings, loss of data or cost of purchasing replacement service, or
any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the perfortnance or failure to perform under fhis Customer Order. Customer's sole
remedies for any outages, failures to deliver or defects in Service are conhained in the service levels applicable to the affected Service. The separate provisio�s of this Sedion 5 are
binding on the paAies notwithstanding Section 1 above.
6. All transpoA services ordered from Level 3 will be treated as interstate for regulatory puryoses. Customer may certify transport service as being intrastate (for regulatory purposes
onty) in a format as required by Level 3, but o�ty where the transport services are sold on a stand alone basis, the end points for the service are located in the same state and neither
end point is a Level 3 provided IP port ("InVastate Services°). Where Customer requests that services be designated as �ntrastate Services, Customer certifies to Level 3 that not
more than 10% of Customer's treffic utilizing the Intrestate Services will be orig(nated or tertninated outside of the state in which ttie Intrestate Services are provided. Such election
will appty prospecGvety only, and will appty to all InVastate Services stated in this Customer Order.
7. Charges for certain Services are subject to (a) a property surcharge of 4.25%, and (b) a cost recovery fee of 2.5% per month to reimburse Level 3 for various govemmentai taxes
and surcharges. Such charges are subject to change by Level 3 on written notice to Customer, and shall be applied regardless of whether Customer has deGvered a valid sales tax
exemption cert'fiicate. For additional details on taxes and surcharges that are assessed, visit www.level3.com/taxes.
8. Level 3's standard expedite charges will be added to the NRC when the Customer's requested delivery date is inside Level 3's standard interval duratlon (which will be provided by
Level 3 upon request and is curtently available at https://MyLevel3.net ) commencing on the day of clean order receipt (as determined by Level 3). Level 3 shandard ancillary charges
will apply for additional activides, features or options as set forth in Level 3's ancillary charge summary, a copy of which is available upon request.
9. For colocalion, data center and/or hosting services, at certain locadons pre-arranged escorted access may be required.
10. VPN PoA Over-Subscription allows for the sum of Logical Interface CDRs connected to the same VPN Port lo be greater than the VPN port speed or grealer than the maximum
Access subbandwidth associated with the VPN Port speed. 11. Level 3 does not guarantee Class of Service prioritization across muttiple Logical InterFace VLANs 12. In the event the
user attempts to use all VPN Port capaciry concurrentty, network congestion will occur, and therefore, no service level credit will apply as a result.
• •, •
Level 3 Communications, LLC
Department 182
Denver, CO 80291-0182
Federal Tax ID:
Signature:
Print Name:
Date:
DOC#: D000801120419 RFQ#: 3623957312 Doc Created: 2013-1030 13:35:16
Quote ID#: QUOTE4577406 1025 Eldorado Blvd., Broomfield, CO 80021 Page 2 of 2
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Proposal prepared for The Village Tequesta - Quote# 1678741 "
.
1. This Quote is confidential and may not be disclosed to third parties. This Quote is non-binding unless it becomes an accepted Customer Order as set forth in section 4.
2. The pricing stated in this Quote is contingent on Service availability (as de[ermined by Level 3) and is valid for 90 calendar days from the date of this Quote unless a different time period is otherwise specified herein. This Quote
supersedes any prior Quote from Level 3 or a Level 3 affi�iate for the Service set forth herein. For Orders for VPN Services, the VPN Minimum Usage Charge is not reflected in the Grand Total MRC amount, but shall be added to the
total amount and shall equal CDR multiplied by the rate of the monthly usage charge. Prior to installation, Level 3 may pass on increases in pricing due to price changes by off-net suppliers to Level 3 by written notice to Customer
(which may be via e-mail). Unless Customer terminates this Customer Order (without liability) within 2 business days of such notice of increase, Customer shall be deemed to have accepted the increase. Services may be provided
by Level 3 or a Level 3 affiliate. If any aspect of the Services set forth herein is to be provided internationally, a Local Country Agreement may be required.
3. The demarcation point for the Service shall be as stated herein, provided that if a generic demarcation point (such as a street address) is provided, the demarcation point for on net services shall be Level 3's Minimum Point of
Entry at the stated demarcation point (as determined by Level 3) and off-net demarcation points shall be lhe off-net vendor's Minimum Point of Entry. Additionai detail around the off-net termination will be consistent with the
applicable Service Schedufe. Even if included in this Order (which sometimes occurs for operational reasons) Customer shall have no remedies against Level 3 for any service of part thereof procured by Customer from any third
party.
4. Customer may place an order for the Service quoted herein by signing (including electronic or digital signature) or otherwise acknowledging (in a manner acceptable to Level 3) this Quote and returning it to Level 3, at which time
this Quote shall become a Customer Order. The Service identified in this Customer Order shall be governed by and subject to the Master Service Agreement(s) and Service Schedule(s) (if any) between Level 3 and Customer (or its
affiliate if expressly provided for under such affiliate Master Service Agreement) applicable to such Service. If Customer has not executed a Master Services Agreement with Level 3 but has executed a services agreement with an
affiliate of Level 3("Affiliate AgreemenY'), then the terms of the most recent such Affiliate Agreement shall apply to the Service herein (to the extent not inconsistent with this Customer Order) provided that in such cases, the current
standard Level 3 Service Schedule applicable to the Services shall apply. In the event that Level 3 and Customer have not executed a Master Service Agreement and/or applicable Service Schedule(s) with respect to such Service
and have not executed an Affliate Agreement, then Level 3's standard Master Service AgreemenUService Schedule(s) (as of the date of this Customer Order) shall govern, a copy of which are available upon request.
Notwithstanding any[hing in any Affiliate Agreement to the contrary, Level 3's acceptance of this Order will be evidenced by (and [his Order will be binding on both parties upon) the earlier of Level 3's written delivery of a Customer
Committed Delivery Date (i.e. the projected installation date) or Level 3's delivery of the requested Service.
5. Neither party shall be liable for any damages for lost profts, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement service, or any indirect, incidental, special, consequential,
exemplary or punitive damages arising out of the performance or failure to perform under this Customer Order. Customer's sole remedies for any outages, failures to deliver or defects in Service are contained in the service levels
applicable to the affected Service. The separate provisions of [his Section 5 are binding on the parties notwithstanding Section 1 above.
6. All transport services ordered from Level 3 will be treated as interstate for regulatory purposes. Customer may certify transport service as being intrastate (for regulatory purposes only) in a format as required by Level 3, but only
where the transport services are sold on a stand alone basis, the end points for the service are located in the same state and neither end point is a Level 3 provided IP port ("Intrastate Services"). Where Customer requests that
services be designated as Intrastate Services, Customer certifies to Level 3 that not more than 10% of Customer's traffic utilizing the Intrastate Services will be originated or terminated outside of the state in which the Intrastate
Services are provided. Such election will apply prospectively only, and will apply to all Intrastate Services stated in this Customer Order.
7. Charges for certain Services are subject to (a) a property surcharge of 425 %, and (b) a cost recovery fee of 2.5% per month to reimburse Level 3 for various governmental taxes and surcharges. Such charges are subject to
change by Level 3 on written notice to Customer, and shall be applied regardless of whether Customer has delivered a valid sales tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit
www.l eve I3. co m/taxes.
8. Level 3's standard expedite charges will be added to the NRC when the Customer's requested delivery date is inside Level 3's standard interval duration (which will be provided by Level 3 upon request and is current�y available
at https://MyLevel3.net ) commencing on the day of clean order receipt (as determined by Level 3). Level 3 standard ancillary charges will apply for additional activities, features or options as set forth in Level 3's ancillary charge
summary, a copy of which is available upon request.
9. For colocation, data center andlor hosting services, at certain locations pre-arranged escorted access may be required.
10. VPN Porl Over-Subscription allows for the sum of Logical Intertace CDRs connected to the same VPN Port to be greater than the VPN port speed or greater than the maximum Access sub-bandwidth associated with the VPN
Port speed. 11. Level 3 does not guarantee Class of Service prioritization across multiple Logical Interface VLANs 12. In the event the user attempts to use all VPN Porl capacity concurrent�y, network congestion will occur, and
therefore, no service level credit will a I as a result.
�-
Customer submits this order as a customer order.
Authorized Signature:
Name:
Title:
Date:
Page 2 of 2
Gomberg, Brad
From: VINEZ, NANCY M <nv5238@att.com>
Sent: Monday, November 18, 2013 2:49 PM
To: Gomberg, Brad
Subject: AT&T Budgetary Pricing for 100M6 and 250M6 MIS and MFN
Attachments: MIS Product Brief 2013.pdf
Hi Brad,
Below you will find the pricing you requested for AT&T Managed Internet Services (MIS) for 100M6 and 250M6 options
(200MB was not available at this address) and a second option for MyFloridaNet (MFN). As you may be aware, AT&T is
the underlying service provider for both MIS and MFN, but the differentiator is that MFN requires no term agreement
from the customer. The pricing below is considered budgetary until a Service Inquiry has been completed to verify fiber
facilities to your building. The Service Inquiry will also indicate if one-time special construction charges may be
applicable.
Option 1- AT&T Managed Internet Service (MIS) (Includes Router) — 24 to 36 month term
Installation Monthly
100M6 waived $4,902.35
250M6 waived $9,076.70
Option 2— MyFloridaNet(MFN) Managed Internet Service (Includes Router) — No term agreement required
Installation Monthly
100M6 waived $5,157.22
250MB waived $6,731.16
I have also attached a copy of the overview of AT&T's Managed Internet Services for your review. Please give me a call if
you have any questions.
Best regards,
Nancy
Nancy M. Vinez
�tw��egie d#�count ManageP: Florida Go�a�rea�ae�at 8e ��a���ta�c� B A4�a'� �an�6��$� �olu�ion�
SA�6� U� Highway One, 3rd Floor YVe�t T�e�rer, 9Vorgh P�6�s ��a�C� ,�� �����
�ffac�e 5�1-77 s-4245 I Cell: 561-56�-39�1 � F�xa �m�°�•C��-'�7�?F.
emall: nancv.vinezlaiatt.com
ATF�T Repair/Maintenance Trouble Reporting
https;//expressticketing. acss. a tt. com/expressticketirig�
!
�
�°��rting and Driving: %t �an 1Nait< Take the �ledae today ��ea� Erass i� o�o
1
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Proposal prepared for The Village Tequesta - Quote# 1678741
L�.eV�l �� �
uote # 1678741
Pricin Pre ared For Pra red On Prica Valid Until Curronc Total Mrc Total Nrc
The Villa e Te uesta 11/04/2013 01l29/2014 USD 2,535.72 425.00
�-
Term Total Mrc ToWi Nrc # Sitea
3 Years 2,535.72 425.00 1
�•.
Site Name Count Site Address USF Mrc Nrc # Mb Mrc Nrc Mrc Nrc
Village of USA 357 Tequesta Dr Tequesta, FL 33469 Interstate 2535.72 425.00 0.000 842.48 00 1693.24 425.00
Te uesta
�•
Description Qty Mrc Nrc Priced Mrc Per Nrc Per Usage Mrc Usage Nrc Vendor Pop Diatance(km)
Amount
A- 357 Tequesta Dr Tequesta, FL 33469
EtherExtend Flex (NOE NNI) - Fast Etherne[ (700 Mb) -[Bandwidth = � 1693.24 425.00
Fast Ethernet (100 Mb), Off-net Protection = Unprotected, Quoted Sub-
bandwidth = 100
A- 357 Tequesta Dr Tequesta, FL 33469 � 0.00 0.00
IP Port - Fast Ethernet 100 Mb - Bandwidth = Fast Ethernet 100 Mb
A- 357 Tequesta Dr Tequesta, FL 33469
IP Logical -[Billing Method = Fixed, Committed Dat2 Rate (COR) = 1 653.98 0.00 100.000 6.54/Mb
100.000
A- 357 Tequesta Or Tequesta, FL 33469 � � 7g_75 0.00
Mana ed Router - Kit = MR-FE 100 -ADTRAN4430
A- 357 Tequesta Dr Tequesta, FL 33469 1 0.00 0.00
On Site Install
A- 357 Tequesta Dr Tequesta, FL 33469
24x7 Maintenance 1 9.75 0.00
Page 1 of 2
Proposal prepared for The Village Tequesta - Quote# 1678741
.
1. This Quote is confidential and may not be disclosed to third parties. This Quote is non-binding unless it becomes an accepted Customer Order as set forth in section 4.
2. The pricing stated in this Quote is contingent on Service availability (as determined by Level 3) and is valid for 90 calendar days from the date of this Quote unless a different time period is otherwise specified herein. This Quote
supersedes any prior Quote from Level 3 or a Level 3 affiliate for the Service set forth herein. For Orders for VPN Services, the VPN Minimum Usage Charge is not reflected in the Grand Total MRC amount, but shall be added to the
total amount and shall equal CDR multiplied by the rate of the monthly usage charge. Prior to installation, Level 3 may pass on increases in pricing due to price changes by off-net suppliers to Level 3 by written notice to Customer
(which may be via e-mail). Unless Customer terminates this Customer Order (without liability) within 2 business days of such notice of increase, Customer shall be deemed to have accepted the increase. Services may be provided
by Level 3 or a Level 3 affiliate. If any aspect of the Services set forth herein is to be provided internationally, a Local Country Agreement may be required.
3. The demarcation point for the Service shall be as stated herein, provided that if a generic demarcation point (such as a street address) is provided, the demarcation point for on net services shall be Level 3's Minimum Point of
Entry at the stated demarcation point (as determined by Level 3) and off-net demarcation points shall be the off-net vendors Minimum Point of Entry. Additional detail around the off-net termination will be consistent with the
applicable Service Schedule. Even if included in this Order (which sometimes occurs for operational reasons) Customer shall have no remedies against Level 3 for any service of part thereof procured by Customer from any third
party.
4. Customer may place an order for the Service quoted herein by signing (including electronic or digital signature) or otherwise acknowledging (in a manner acceptable to Level 3) this Quote and returning it to Level 3, at which time
this Quote shall become a Customer Order. The Service identified in this Customer Order shall be governed by and subject to the Master Service Agreement(s) and Service Schedule(s) (if any) between Level 3 and Customer (or its
affiiiate if expressly provided for under such a�liate Master Service Agreement) applicable to such Service. if Customer has not executed a Master Services Agreement with Level 3 but has executed a services agreement with an
affliate of Level 3("Affiliate Agreement"), then the terms of the most recent such Affiliate Agreement shall apply to the Service herein (to the extent not inconsistent with this Customer Order) provided that in such cases, the current
standard Level 3 Service Schedule applicable to the Services shall apply. In the event [hat Level 3 and Customer have not executed a Master Service Agreement and/or applicable Service Schedule(s) with respect to such Service
and have not executed an Affiliate Agreement, then Level 3's standard Master Service AgreemenUService Schedule(s) (as of the date of this Customer Order) shall govem, a copy of which are available upon request.
Notwithstanding anything in any Affiliate Agreement to the contrary, Level 3's acceptance of this Order will be evidenced by (and this Order will be binding on both parties upon) the eariier of Level 3's written delivery of a Customer
Committed Delivery Date (i.e. the projeded installation date) or Level 3's delivery of the requested Service.
5. Neither party shall be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement service, or any indirect, incidental, special, consequential,
exemplary or punitive damages arising out of the pertormance or failure to perform under this Customer Order. Customers sole remedies for any outages, failures to deliver or defects in Service are contained in the service levels
applicable to the affected Service. The separate provisions of this Section 5 are binding on the parties nolwithstanding Section 1 above.
6. All transpoR services ordered from Level 3 will be treated as interstate for regulatory purposes. Customer may certify transport service as being intras[ate (ior regulatory purposes only) in a format as required by Level 3, but only
where the transport services are sold on a stand alone basis, the end points for the service are located in the same state and neither end point is a Level 3 provided IP port ("Intrastate Services"). Where Customer requests that
services be designated as In[rastate Services, Customer certifies to Level 3 that not more than 10 % of Customer's traffic utilizing the Intrastate Services will be originated or terminated outside of the state in which the Intrastate
Services are provided. Such election will apply prospectively only, and will apply to all Intrastate Services stated in this Customer Order.
7. Charges for ceRain Services are subject to (a) a property surcharge of 425 %, and (b) a cost recovery fee of 2.5% per month to reimburse Level 3 for various governmental taxes and surcharges. Such charges are subject to
change by Level 3 on written notice to Customer, and shall be applied regardless of whether Customer has delivered a valid sales tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit
www. leve I3.co m/taxes.
8. Level 3's standard expedite charges will be added to the NRC when the Customer's requested delivery date is inside Level 3's standard interval duration (which will be provided by Level 3 upon request and is currently available
at https://MyLevel3.net ) commencing on the day of clean order receipt (as determined by Level 3). Level 3 standard ancillary charges will apply for additional activities, features or options as set forth in Level 3's ancillary charge
summary, a copy of which is available upon request.
9. For colocation, data cen[er and/or hosting services, at certain locations pre-arranged escorted access may be required.
10. VPN Port Over-Subscription allows for the sum of Logical Intertace CDRs connected to the same VPN Port to be greater than [he VPN port speed or greater than the maximum Access sub-bandwidth associated with the VPN
Port speed. 11. Level 3 does not guarantee Class of Service prioritization across multiple Logical Interface VLANs 12. In the event the user attempts to use all VPN Port capacity concunently, network congestion will occur, and
therefore, no service level credit will a I as a resuit.
�-
Customer submits this order as a customer order.
Authorized Signature:
Name:
Title:
Date:
Page 2 of 2
Gomberg, Brad
From: VINEZ, NANCY M <nv5238@att.com>
Sent: Wednesday, December 04, 2013 9:36 AM
To: Gomberg, Brad
Subject: RE: AT&T Budgetary Pricing for 100M6 and 250M6 MIS and MFN
Attachments: MIS Product Brief 2013.pdf
Hi Brad,
I hope that you are still in the process of evaluating providers and pricing for the Internet Access. We were able to
negotiate lower rates for AT&T Managed Internet Service to present to you for consideration. Below you will find
updated pricing for Internet Access (port+access only no CPE) under a 36-month term agreement:
S eed Installation Monthlv
90 MB waived $2,141.25
200M6 waived $3,733.75
As I mentioned previously, AT&T will probably never be the lowest cost provider, but if reliability is critical, AT&T
Managed Internet is one of the best choices you can make. I have several customers with our Internet service today
who have had the service for many years with no issues or downtime. AT&T is also a Tier 1 Internet provider meaning
that there are no other providers involved in the provisioning of our Internet services. We build and maintain the local
loop to your site, the backbone network to the AT&T Internet POP, and we provide the Internet Access point so you
don't have to worry or engage other providers if some issue with service should arise.
Please let me know if you have any questions or would like to move forward with ordering Managed Internet Access
from AT&T.
Best regards,
Nancy
Nancy M. Vinez
S�Pate�a� A����na�� MBas�ag�r: IFEorida Governmenfi & Eelucatian I AT�cT Business �olutio�s
�YZ��� f9� �Oig6��ay Oet�, 3rcf Floor �Rlesfi Tow�r, Rdorth Palm Beach , FL 33408
�4��cea �65����-4245 I 6ell: a61-568-3971 0 Fax: 205-402-7571
emall: nancv.vin�`att.com
ATF�T Repair/Maintenance Trouble Reporting
Itttps;//expressticketirtg.acss.att. cof�t/expressticketi�i,�/
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"This e-mail and any files transmitted with it are the property of AT&T Communications and/or its affiliates, is confidential, and is intended solely for the use of the individual or
entiry to whom this e-mail is addressed. lf you are not one of the named recipients or othenvise have reason to believe that you have received this message in error, please notify
the sender and delete this message immediately from your computer. Any other use, retention, dissemination, forwarding, printing, or copying of this e-mail is strictly prohibited."
1
Gomberg, Brad
From: VINEZ, NANCY M <nv5238@att.com>
Sent: Monday, November 18, 2013 2:49 PM
To: Gomberg, Brad
Subject: AT&T Budgetary Pricing for 100M6 and 250M6 MIS and MFN
Attachments: MIS Product Brief 2013.pdf
Hi Brad,
Below you will find the pricing you requested for AT&T Managed Internet Services (MIS) for 100MB and 250MB options
(200M6 was not available at this address) and a second option for MyFloridaNet (MFN). As you may be aware, AT&T is
the underlying service provider for both MIS and MFN, but the differentiator is that MFN requires no term agreement
from the customer. The pricing below is considered budgetary until a Service Inquiry has been completed to verify fiber
facilities to your building. The Service Inquiry will also indicate if one-time special construction charges may be
applicable.
Option 1- AT&T Managed Internet Service (MIS) (Includes Router) — 24 to 36 month term
Instaifation Monthly
100M6 waived $4,902.35
250M6 waived $9,076.70
Option 2— MyFloridaNet(MFN) Managed Internet Service (Includes Router) — No term agreement required
Installation Monthly
100M6 waived $5,157.22
250MB waived $6,731.16
I have also attached a copy of the overview of AT&T's Managed Internet Services for your review. Please give me a call if
you have any questions.
Best regards,
Nancy
Nancy M. Vinez
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emdil: nanc�.vin�'att.com
AT&T Repair/Maintenance Trouble Reporting
https;//expressticketirtg. acss. att. conr/expressti cketi�i,�
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the sender aod delete Uus message iamediately from yo� computer. A� other use, retention, dicQ= -��Afion, forwarding, printing, or copying of this e-mail is stricUy prohibited."
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ADDENDUM
Public Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor
must keep and maintain this Agreement and any other records associated therewith and that are
associated with the performance of the work described in the Scope of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Scope of Services are not disclosed except as
authorized by law. Finally, the Contractor shall retain the records described in this paragraph
throughout the performance of the work described in the Scope of Services, and at the conclusion
of said work, transfer to the Village, at no cost to the Village, all such records in the possession
of the Contractor and destroy any duplicates thereof. Records that are stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems.