HomeMy WebLinkAboutDocumentation_Regular_Tab 04_08/14/2014 VILLAGE CLERK'S OFFICE
AGENDA ITEM TRANSMITTAL FORM
Meeting Date: Meeting Type: Regular Ordinance #:
August 14, 2014
Consent Agenda: Yes Resolution #:
Originating Department: Manager
` �` • • • • : -• • -�•
1. Per Village Ordinance we are presenting the following agreements, proposals, corn•~�i-Y� =,r?t:� ��r;�
memorandum of understanding to Council:
, . . ,
Account #: Various Amount of this item: Various
Current Budgeted Amount Available: Amount Remaining after item:
Budget Transfer Required: No Appropriate Fund Balance: No
' ' • � • - .• • •- • � • .�- •.
1. Per Village Ordinance we are presenting the following agreements, proposals, commitments and
memorandum of understanding to Council:
a. Clean Harbors Environmental Services, Inc. and Water Treatment Plant 1 Year Agreement (with a
renewal of 1 year thereafter). Services provided are laboratory chemical waste disposal. $2,585.84 (1
Year)
b. Lewis Longman & Walker, P.A. - Pension Representation Agreement with the Village of Tequesta.
Total fees based on an hourly rate and the number of hours of services provide. This is an ongoing
agreement until services are no longer needed. Total fee unknown.
c. IRR-Integra Realty Resources agreement with the Village of Tequesta to provide appraisal services for
483 Seabrook Road property. $2,000.00 (Assignment Fee)
d. Tyler Technologies Agreement to provide Finance web training services .$250.00 (2 Hours)
e. Windstream Services 3 Year Telecommunications Agreement with the Village of Tequesta. $69.99
(Per Month)
. -� . .
Department Head
Finance Director or Representative i '���
Reviewed for Financial Sufficiency [.� �� �
No Financial Impact ❑ �: ✓
Attorney: (for legal sufficiency) ,
Village Manager: - �,
�-�—�-------
Submit for Council Discussion: 0
Approve Item: ❑
Deny Item: �
' • • ` • s .• • -• •- • •-
•- � •• - • • ^�• , e • . • •
Form Amended: 3/14/14
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EHYIROMMETITkL 5ERI�ICES* '1`�;,''-''�r .hi�i"�: —+{='� l�'�— '��� --tx-.�' �' ! �f — :- � .
ThE; :1�reznieii: is f�t;i4'eL'C thc C'ustomer itlenriti�ci brlrna tnrfein�°e,, ,tiit;.. :,n��i ih� cos[ �nd �x�senwc� inci��n? t:��:-e,o
("Cuutirn�r' 1. a.��i ('Iea_� Harhurs En�iri�cun�:iial Srrui�t�s, In�. i117C'.uGil�g r�st �f defe�i�c, s�l;iza�tent a��d rea�,onab;e att.�rjYti�:;
d"{'Ir..�n IL�rhnr,"a. [n �.��rsicienti�n nf _kc mutu:�l �o�cr.;ua�� lces} +:�hich the Jncl;:mnitied I'ar.} mati hereul�cr incur. t�r puk n^�r
:on�ined herein. Che p;a:ties �ree ac i'o][e�is: as a res�:h nY: e�1ih i�t boclil� ;n�uries rn any rerson. dzs,=n�c:zi�r �r
.artisie l. 1'errrt darnage t4 :xt prupen�, :ur :I.wiiinaCign ot or ad� erse ere,;:s �?�l �h�
This .��trr��nC sha':I h�ve 3��1 iniiial Tztm of c�ne i 1; ti'ear frnrn [we ::nti•irnnmcnt «r anr vinlati0rl ns a�tr?ic;uh:c ii:rl•:;r�l, staEC and le�t.�1
1�tt h�n«l t�ntl shuil ccm�:nu� i�i �l =�� frum t�eat to ; ear ihereatter tau•s, regu�atiuns, b4-Ia�4s ar ti�rdinan�cs to t?�e cxtcni c.;�usc� b` ; i; ] i
pmvided. I:irher �t�rl�• rt�a4' cermina¢c t��iY ;aervcmcnl a: ttr.} �irn� �h� Inu�rnnil}inti I'ttr�; 'a hrcach ul';:n� krrn ul t}tis A�r��m�_nL nr
upan thi� ;3U1 da��s p!'ior ��z:tten noti�e. f:'} ihe nertlirenc.e t�r tivillful miSCnndact ef ind+�mnihinn Party, its
Article 2. Sen•iceg" eil��,lp; ees c.�r �geilts. Clettt� I�Lr�,uC� shall not be lia�le tn CuSt��an�r
( hi, .��_*Yar:�cr„ �h2il ;o�-��m all lahn�c:k. �r.u�,po:l:itiiin :�ncl li�r inliril:L incidenl:il, e�nti�:�uc:nliuL �,r sp�ciul d:�m��<<es,
�l:spos.:] .,.r� ice; ( ices �} provided b� Clr.�t lf�rbors to inClt�dirte loss ��l 4,�c ��r Ioss protits.
(:ustc�mcr. This a�reement +3u+:b a4l aµply W emerKca�y ar[icie 8. lasuruncc
response ser�ices. f'le:an t larh��rs shail mairna�n at itc m+m cx�t�n�� du�in��, lhc [�rm of'
Article3. �Vxste �lateri„lv thi;:�,reernei}� dte fi�ll�ui�� insw'a�tcec�ticra_cs:
11r�,?� n:uari�lt �� 1^� handlad �SUrsuanc tn zhis :�erc�rncn� shall hc: c`[�� i�.x ►c,f' t,��nTs
.'.`��'I'.G'l� :1�70:1 Il7 A�. lil b4' riting b}� C?e:u: Harb 07$ and Cusiom�r. a. `. 1�CikC: 3 �':::tACtla3U��fl � tiC:.CU:V^:
� h Fni71:nC1's LiJbtl::v � �,'+I:il�'I:II�
Al :hc �irn�: C�tamer r::yucs� l�e 5er:i�rs �1 Cle:ui 1
Custe�tt;zr sh,af I pro�;d� a 1�� a.;te I'rnfile �hc:.�t ar �imii�^ :i<xumint = G:::cral Cummc:ci�; Liabd.rr I SI m:tlioa xr �c.urre, :cc
t Prv;�le"i Ci, C;rc!;i��.ae•Tre�ate
Cl�wi Narbors cornplctcl; an� acc.uratel; 4 „�,�,
d. .4;ttamoM:C I m'--�a.. ;. �ccu_-n:nt+;
d�s::rihina= �hc •,�ati�c macerials. , SI r:llion �cr�.ns.al ��m:•�a�e
A��tieie �. Trnnsfer uf 1�'nste and Title , tac�roruR.nt��l lmpai�nc^L for C'1�3n '�' n::llion pc7 occurr�nct
�'��a�;.� m;�t•ait:3� �,ihich •:r� �li5�u��_:�� lu b� nUr.-�vilfiii'ittin�. utG} E(3rlwrs'T'SDI"srlcucs , 5hr...11ion_znr.u:lac c�au
1� re;Lr.tad ht� t'I�,an 11arE*nn. I itlt. risk «t Is��s :�n�l :�fl �iincr Article 9. Excuse of Performancr
inciden's ot oti�l7ershic to noa-conlc�rn:in� �tias*.cs shal] rcm,iin at alt �1z pzrf�?rm, nce i�f +.hi; AbR�ctient. e�ca�.t fur the pa�mesi: �f
:imcs „il� C'uslumcr. 1�as�c mutcriuly .hu:l b� consadere�[ �s��ri- mun�} li±r 4cn••ic::s alrcac�� -zndcrcd. m:�� hc sr.l.,per�l::d r�� Li�h,r
c.�minming ii" rhe wasF: n�atzrials 1re n�t �+r��•crl} n��:a�ed , r parr, �n t:�z z�znt pc.rioraiance uf [h:s A��mant is prevt.r.[e�1 hz �;
lal�e(ed: or i: the �,•ss�c it�aterials contail consti':�:ents or ha�� c:;us�(s} t?c}un�l its rc�s�onahlc ::�rncrol.
�h3-:rtcristi�, �}r �Srn�eni;, nu[ diti�l�tis::�l t>n lh� R:�l� Pri>li'sL. .��cle ln. ���idirional Pro4•1Rinn�
Custc�mcr shall pay� Clerui Ist3rbors i�r �he h�nclin_. �nnspnnine, Entire :4;reerne�t - This AareernenE rcpse,ents the e�itir�
stu*in� ;a:��l ::;uink diir and, il�;�pplii::ble. :�i�{.+o�iiig o? sucl: n��n- un�l;;�slan�lin� zuiu ��?v.:mcnt h�l��_�n lh� p�uli��. ?.�3dit�zma:.
e.oni��rni�s u;�s*e rlaterials, cnr•iliCtin� nr diiler�.ni ccrms on a-�� E�irchase Ur;ier or other
Articic y. Parm�mt Tcr��s preprinted :iocuit�e:it issu�� hr Cu�tomer s'�al: be .oid ard ;�r;:
Per rnenl :er[ns �tiali bc nc:i lilteen 1.15} da�•s FroEn the date of hcr;;hy �xpress:} •e�ec�ed h3• t'I�xn H�nc�rrs. .�rn mo:li::catin�s i4
in�ai�r. tn,erest �z;l] Ue 41�ar3ed at thc ratr ot ].S".�a �,r mnnth, or thiti Ag€terier[ rh311 F�: in 1�•ririn�, �rt�: sl'�ll i� s�gnzti Et3 f;u,tnm�=
tl:e ma�iit3�:n arn�7unt uiluaed by law. on 3?1 amo��ts outct�ndins ;.nd C�c.3n Harbors.
?IVIC L'IiJ71 111CCC[I I 1.`, J iltlt'S. CCIS�OIS:C'I' SI7�2�I 1? responsinlc ter a6� L�c+� ics An�lt• - Thc ��rilitiity. irsi�r�r_�uli��n tuu] �rfurmunce uC this
ARreement ,hal l he Rm erned and cnr.s�ru�d in a::�c7r�ar.ce �.vith the
�.us:s incuert:l hti Cic:tu: I 1�.^bors Gu cull��l - ar�} puy�I�=,�U due un+]e I. Oi EI7Z COI;1R30[144 Vl M35$�1C}tU5�lY5 331t� tll� SJfl]"[1°S i1aEC4;
Ehis A�e�ment. iacludin� reasnnable attnrnet:+' fecs. The to submit tu t�..juris u: lhe catt�:: nf thc: C'��rnmnn•,ti�.�l o°
�at in:nt terms set tbrth hercir arz c�inrinneni u�on �_h� :�pnrcn ul �f b1asc3ehus fnr an}' diti��zG srisin�. untlLr uii5 A�rezntent.
Cleui: H�^burs' Credit D�paranent, ln th �� ent nf a ch;in�� ir�
C�s:um�r � t�n:ui�i•::: �tmli :ion. Clean H�r���n resene� the ri`h� t� €\ Z'� ��,�-�EREC)F. i.h;: pt�r�ies hatiY causcd this _l�'c'.euie�t
ait�r, ch:ui�4. c�r :na:lii5: p�� �ient �enns. and to imneuiate6}� sRn� t� br z��Ciu�d by cheEr dtii�� �uiltnrorcL r�r�r��c�l�liv��.
n�s�r;:. I hc lai:un uY t'I�an H�buis ta exerc�sz its ri�hts �_mdcr thi. ,
ar:iele s: any tirn:: whall �nt aanslit:�t� u uai�, rY Csf ClZan H3rbo?5. Cl_�STCIAiF.R: S�, r�,�_ _ CLC.�t IL�.RI#�R5
r Fti\'lRD�'41C�'fAL SERViCF.S, I
con[in.�inC ri:_hr u� �1�3 ,:o. � �Gi � �'S�t'l.
ArUCIc fi. Custamcr V4'erraoties
Y __ _�.�� ---�-�s
C�:��urn�r ti�urrunt� :hu� it h;u ! ��al t�t1e or aLtltoritL to «•�Ste.. that �'=' _ — —
chz d��criTrtinn cif the n•asi� mal�rul:� on t}t� «`:::�C. Fr��[ile is � S�s;��::�use �i�=naturr
acc.ur�itc �3nd e.cTmp]ete: 1r.�t �.��ste. rn3terial� uilt cc�ntt+rm tn tiu�h � r .4 F ` �'7��'--
�Ly�ri�4iCnl; t:tal Cuaituin::rt o[ •��.•0.tte materiats tilill hc m::rkcd, p:;n_�'srrc Pr.n:Nasnc
I.�.'�cicc! an%: nth �R4'152 G[1I1fi11'f"1 44FLh }lI� ��}pII�HhIL' lutiti: ur.� ahul il I �
17;:s cr�mmuni�;�t;*� �o Clean Ilarbors rhnsz haaards ;n�un hy th� ;�� l�{[ I Y1C'��� _
CuStc.+rn�r w lr: �.ssa�ciat��] +��itii tfirc liar�dlii7g, transportatien, " �'���` '� / °Cuc
D3tc Dats:
rrea*n�nt_ ctnrare and di �n�.al �3f ?hc t+���,�c mat�.ri;�ls. Cus compiete sh�deci area.
�rtielc ?. InJcnt�ilicUEia�� �
F.u:.� Purty �,�In�l::mnif�in� Ps�r'u*'�) a�rc�:s tc,� iaiuernnifi, 5�v� �
hk!7t�1�55 �nd detzn�l th� i�iher o'am� i;' In: emnifi���� Pdr.�"i Ir,�rn
:u�d �gai,l5l �:1� ari�: ;al€ !c,}ss,s. liabi�ities. .l�ims_ �naltie�,
acc o�,�� �;�09
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Clean Harbors Environmental Services, Inc.
11221 Interchange Circle South
Miramar, FL 33025
www.cleanharbors.com
July 10, 2014
Attn: Mr. Nate Litteral
Tequesta Water Plant
901 North Old Dixie Highway
Tequesta, FL 33469
Quote #1950701
Dear Mr. Litteral:
Thank you for considering Clean Harbors Environmental Services, Inc. (Clean Harbors) for your
laboratory chemical waste management needs. We are pleased to provide you with the following
pricing. Additionally, Clean Harbors has the appropriate permits and licenses for the acceptance and
disposal of the waste streams identified within this quotation.
In addition to providing laboratory chemical management services and disposal to our company
owned and operated facilities, Clean Harbors offers a broad range of environmental services
including:
• Waste Transportation & Disposal • 24-Hour Environmental Emergency Response
• Laboratory Chemical Packing • Industrial Services
• Field Services • InSite Services
I look forward to continuing to service your environmental needs. To place an order, please contact
our Customer Service group at 800.444.4244. If you have any questions or need further assistance,
you may reach me at the number below.
Sincerely,
Patrick K Ethridge
Cleanpack Specialist
Phone: 954.465.6469
��
IeanHarbor
July 10, 2014 Page 2 of 5
Clean Harbors, Quote #1950701
QUOTE SUMMARY
°_ � � .° ¥���� i
_ -�
.�, _. _ ,. _ _ �. � _. , , _ _ __ _ � �
ASK 1: LAB PACK MOBILIZATI�N $350.00
ASK 2: LABOR/DISPOSAL/MATERIALS/TRANS $1,860.12
Subtotal $2,210.12
Estimated Recovery Fee $375.72 .
QUOTE TOTAL $2,585.84
}:��
lean or �
July 10, 2014 Page 3 of 5
Clean Harbors, Quote #1950701
TASK 1: LAB PACK MOBILIZATION
TASK l: TOTAL LABOR, EQUIPMENT, AND MATERIAL $350.00
Estimated Recovery Fee $59.50
Estimated total, including Fees $409.50
TASK 2: LABOR/DISPO5AL/MATERIALS/TRANS
DISPOSAL
. � -�., , -
s
'�>_ . < � ,�• �a �- t�..,, j .,�� r �-�. q��,;rs �` , �
�: - , _ __ aJ�. Y�`�� _�, _.
CNO NON HAZARDOUS SOLID 3462 pounds $0.26 '$900.12
Total $900.12
' The following minimum price(s) will apply:
Pro51e/VVaste Code UOM Minimum Price
CNO flex bin $450.00
LABOR, SUPPLIES, AND EQUIPMENT
�.. �
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_. . H_ ,. � __
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_ • , � ._ . .. �_ . , ,._. _� �-��� ..... ..... .
1 Chemist 3 houx 1 $55.00 $165.00
1 Lead Chemist 3 hour 1 $65.00 $195.00
1 Box Truck 3 hour 1 $15.00 $45.00
2 Standard Clean Pack PPE 1 each n/a $7.50 $15.00
2 Flexbin, 1 Cubic Yard Flexbin 1 each n/a $125.00 $250.00
11 G/Yi2022/ 1122
Total $670.00
TRANSPORTATION
.� � � �� , � � _ � '��?�'_.�;��� �:: ..�} ' , � � . ��
I Miramar, FL Hub 8 $29.00 container `$290.00 I
'Minimum chazge $290.00 per trip.
�
IeanHarbor
July 10, 2014 Page 4 of S
Clean Harbofs, Quote #1950701
TASK 2: TOTAL ESTIMATE $1,860.12
Estimated Recovery Fee $316.22
Estimated total, including Fees $2,176.34
WASTE CLASSIFICATIONS SPECIFICATIONS
�, �� �.
--�E.
CNO Non Hazardous Solid
Non-pourable at 70°F
No free liquid
Must be able to pass (paint filter/penetration) tests
Must be able to be landfilled
Biodegrade-able absorbents will be stabilized prior to land
No herbicide, pesticides, or cyanides
Source of PCB < 50 ppm
PRIMARY DISPOSAL METHOD: NON HAZARDOUS LANDFILL
***��****�***�********************************
No Free Liquid
Non-hazardous
Must be biodegradable
No PCB
pH-2.1 to 12.4
PRIMARY DISPOSAL METNOD: NON HAZARDOUS LANDFARM
QUOTE CONDITIONS
This price is contingent upon the pickup being done in conjunction with another project in the area.
If a dedicated trip is required, additional charges will be incurred.
GENERAL CONDITIONS
• Except where superseded by an existing services agreement the following terms and conditions
apply to this quoted business.
• Prices firm for 30 days.
• Terms: Net 15 Days
• Interest will be charged at 1.5% per month or the maximum allowed by law for all past due
amounts.
• Local, state and federal fees/taxes applying to the generating location/receiving facilities are not
included in disposal pricing and will be added to each invoice as applicable.
• Materials subject to additional charges if they do not conform to the listed specifications.
• Electronically submitted profiles will be approved at no charge. Paper pro�les will be charged at
$75.00 each.
, . \$
lean arbor
July 10, 2014 Page 5 of 5
Clean Haxbors, Quote #1950701
GENERAL CONDITIONS
• Compressed gas cylinders requiring special handling due to inoperable valves will be assessed an
additional charge of $400.00 per cylinder. Cylinders larger than medium size will be quoted case
by case. This charge may be sent as supplemental invoice.
• A variable Recovery Fee (that fluctuates with the DOE national average diesel price), currently
at 17.0%, will be applied to the total invoice. For more information regarding our recovery fee
calculation please go to: www.cleanharbors.com/recoveryfee.
• Pickups that require same day or next day service may be subject to additional charges.
• Pickups cancelled within 72 hours of scheduling will be subject to cancellation charges.
• Transporta.tion charges to the final disposal facility will be charged in addition to local
transportation to our truck to truck hub/local facility and will vary with logistics and routing.
• Time over eight (8) hours in the normal workday and all day Saturday is considered overtime
and will be billed at 1.5 times the applicable straight time rate for all billable personnel unless
otherwise quoted. Sunday and Holidays are considered premium time and will be billed at 2.0
times the applicable straight time rate for all billable personnel unless otherwise quoted.
• Standard disposal conversions (excluding minimums) apply to containers other than 5 gallon
drums unless otherwise quoted: 6-20g 60%, 21-30g 75%, 31-SSg 100%, 56-85g 145%, FBIN
350%, TOT2(<300ga1 TOTE) 500%, TOTE 630%.
• Final invoicing will be based upon the unit rates for those items used in performance of the
services and materials shipped for disposal. In the event the unit price of an item required for
proper performance of service is not listed in this quotation, the item will be invoiced at list
pricing.
• In the event that legal or other action is required to collect unpaid invoice balances, Customer
agrees to pay all costs of collection, including reasonable attorneys' fees, and agrees to the
jurisdiction of the Commonwealth of Massachusetts.
ACKNOWLEDGEMENT
Your signature below indicates your acceptance of the pricing and terms detailed in the quote above.
Thank you for the opporhuiity to be of service.
Signature PO# Date
Print Name -
Quote # 1950701
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 Contra.ctor shall ensure that any
exempt or confidential records associated with this Agreement or assaciated with the
performance of the work described in the Scope of Services are not disclosed. except as
authorized by law. Finally, the Contractor shall reta.in 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 tha.t aze stored electronically must
be transferred to the Village in a forma.t tha.t is compatible with the Village's information
technology systems.
Integra Realty Resources The Douglas Centre Newport Business Center Royal Palm Financial Center
Miami/Palm Beach 2600 Douglas Road, Suite 801 1330 W Newport Center Dr. 819 S. Federal Hwy, Suite 201
Corel Gables, FL 33143 Dee�eld Beach, FL 33442 Stuart, FL 34994
www.irr.com (305) 670-0001 (954) 857-2100 (772) 4b3-4131
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July 18, 2014
Mr. NTichael Couao
Village Manager
cJo Nilsa Zac�ias
V�11age of Tequesta
Phone: 561.768.0457
E-mail: n�acarias@tequesta.org
Re: 1.7567 Acres of Vacant Land
483 Seabrook Road
Tequesta, FL
Dear Mr.1VTichael Couao,
Our fee for this assignme� is $2000. We will provide 3 printed copies of the report and a separate digrtal copy
in PDF form. The appraisal will be completed and delivered to within two weeks of this signai letter.
It is our understanding that the village of Tequesta owns the land and is contemplating selling the property.
The p�npose of this appraisal is to provide a Market Va1ue for a disposition decision It is our understandmg the
intended use of the report is to determme the c�rezrt value for sale. The appra.isal report will be addressed to
you, Michael Couao and The Vi7lage of Tequesta, and prepared according to the Uniform Standards of
Professional Appraisal Prac6ce. You and the village of Tequesta are understood to be the only users of the
report. This appiaisal report shall be solely for the use and piu�poses descnbed in this parag�aph imless we
provide o� prior written consent.
If this proposal is acceptable, please a�rthorize us to proceed by executing this letter agreement where noted
below and retuming one copy to the undersigaed. Should you have any additional questions, pl�se do not
hesitate to contact me.
Thank you for considering this firm for your appraisal needs.
Sincerely,
Scott M. Powell, MAI
State-Certified Geneial REA #RZ2809
Managing Director — Palm Beach
Email: spowell@itr.com
ACCepted: r D�ate' '� " a�! � .� `�
�
ADDENDUM
Pablic Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor
must keep and maintain ttus Agreement and any other records associated therewith and that are
associated with the performance of the work described in the Scope of Servic,es. Upon request,
the Contra.ctor 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 sha11 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 aze stored electronically must
1�e 1ra.nsfen�ed to the Village in a forn�at that is compatible with the Village's informa.tion
technology systems.
LEWIS
`��'� LONGMAN &
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� �� �•�- WALKER � P.A.
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' �1TTOR NEYS AT LAW
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REW.YTO: TAI.� suwcg�
July 11, 2014
Mr. Michael R. Couzzo, Jr. CONFIDENTIAL
Village Manager ATTORNEY/CLIENT
Village of Tequesta PRMLEGED
345 Tequesta Drive
Tequesta, FL 33469
Re: Legal Representatian of Village of Teyuesta—Pension Matters
Dear Mr. Couzzo:
On behalf of the law firm of Lewis, Longman & Walker, P.A., thanlc you for the opport�mity to
work with you on the above matter. The terms and conditions of our r�presentation are outlin.ed
below.
1. Services. Lewis, Longman & Wallcer, P.A. will provide advice and representation on
pension matters. I will be the shareholder in charge of this matter and will � primarily
responsible for providing and supervising the legal services required. I will be responsible for
ensuring that this matter is staffed in a manner adequate and appropriate to the requirements of
the representation. Glenn Thomas, a shareholder who works with me on pension matters, will
also be involved in this matter. We will use our best judgment to determine the amount of time,
who is to perform specific ta.sks and work, and the naxure of the services to be performed in yout
best interests.
2. Professional Fees. I will be the primary attonney working on your matter and my
standard hourly rate is $275.00. In addition to me, I may assign work to other altomeys or
paralegals within the office, depending upon who can best do the work in the most efficient
manner. The hourly rates for attomeys range from $165.00 to $275.00 per hour. The hourly
raxes for pazalegals/law clerks range from $110.00 to $165.00 per hour. These rates will be in
effect through December 2014 and may be modified annually thereafter in January of e�.ch
See Things Di„�ferently°
TAMPA BAY JACKSONVILLE TALLAHASSEE WEST PALM BEACH
701 Riverfront Boulevard 245 Riversfde Avenue 315 South Calhoun Street 575 North Flaglar Drive
Suke 620 Suite 150 Suke 830 Suite 1500
Bradenton, Florida 34205 Jecksonville, Florida 32202 Tallahassee, Florlde 32301 West Palm Beach, Pbrlda 33401
p � 941-708-4040 • f � 9d1-708-4024 p � 904-353-6410 • f � 904-353-7619 p � 850.222-5702 • f � 850-224-9242 p � 561-640-0820 • f � 561-640-6202
�� www.liw-law.com
Mr. Michael R. Couzzo, Jr.
July 1 l , 2014
Page 2
subsequent year. We will provide you with our new rates along with the Firm's statement of
services rendered in January of each year.
3. Costs and Expenses. The firm charges for costs and expenses incurred on your behalf for
this representation. Attachment 1 sets forth the most comrnonly incurred costs and expenses.
We may advance tliese costs and seek reimbursement in our billings or we may at our discretion
require you to deposit these costs with us before the costs are incurred.
4. Billin� and Pa ment. We will bill you on a monthly basis for professional services
rendered and eYpenses incurred in connection with this matter, less any retainer amounts applied
against these services and expenses. You agree to pay the amount of each statement in full
within twenty (20) days of the billing date. Should you question or dispute any items or any
statement, you agree to notify us in writing of any such question or dispute within fifteen (15)
days of the billing date, and we will assume you do not have any dispute if we do not hear from
you in that time. Any amounts remaining unpaid for more than thirty (30) days from the date of
billing shall bear inte►•est at the rate of twelve (12%) percent per annum, compounded daily, until
paid.
5. Client Documents. During the course of your matter, you may be required to provide to
us documents such as pension plan documents, actuarial reports, etc. We will hold these records
during the pendency of this matter. At the conclusion of this matter, you may contact us and
make an•angements for the return of your records. It is your responsibility to secure the return of
your recoi•ds. We will retain the balance of your file for an appropriate time period. If
ai1•angements are not made for the return of your records within six (6) years following the
conclusion of your matter, they will be destroyed according to the guidelines set out in our
Records Retention Policy.
We sincerely thanlc you for choosing our firm to assist you in this most important matter. If you
agree with the foregoing tet•ms and conditions, please sign in the space provided at the bottom of
the letter, return the original to me, and retain a copy for your records. On behalf of the Firm, I
look forward to assisting you in this matter.
Sincerely. ACCEPTED BY:
����� � � VILLAGE OF TEQUESTA
, .
L J�s W. Linn BY� .
JWL/es Title:
Date: '
Enclosure
00362713-I
ATTACHMENT 1
Cost/Ezpense Typical Charges
Computer Research t�ctual usage + proportionate share of base subscription.
Court Reporters Direct invoice from vendor to client or paid from retainer.
Delivery Charges Actual amount invoiced to firm.
Mode of delivery based on need and economy.
Messenger Service Actual amount invoiced to the firm.
Overnight Express Acival amount invoiced to the firm.
Telefacsimile Outgoing: Actual telephone charge +$1.25/page.
Incoming: . No charge
Photocopying Inside copies: $0.20/page
Outside services: Actual amount ineoiced to firm.
Secretarial Overtime No charge
Telephone Charges Actual long distance and cellular charges + progortionate share
of base subscriptions.
Temporary Help Actual amount invoiced to the firm.
Travel-Local/Surface Reasona.ble mileage or actual rental charges.
Travel-Out-of-Town Intrastate: Actual common carrier charges for caach.
Interstate: Actual common carrier charges for business
class.
Meals/Accommoda.tions: Lowest corporate seasonal rate
available, reasona.ble business related meal expenses.
Word Processing No chatge
Other Expenses Actual cost invoiced to the firm. In selected cases, these items
may be direcfly invoiced from vendor to client
�����
ADDENDUM
Pnblic Records: In accordance with Sec. 119.0701, Flof-ido Stcrtutes, the Contractor
must keep and maintain this Agreement and any other records associated therewith and that are
associated with the performa.nce 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 ensute 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 performa.nce 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 tbe Contractor and destroy any duplicaxes 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.
�
FundBalance Product Solution QUOt@
���� 1194 Oak Valley Drive, Suite 150 �. FBWQ9310
�' ��� Ann Arbor, MI 48108 � 07/16/14
800-457-3863
� � _ � � � DAVID
Village of Tequesta Village of Tequesta � FLTEQ
Michelle Gload Michelle Gload
345 Tequesta Drive 345 Tequesta Drive
Tequesta, FL 33469-0273 Tequesta, FL 33469-0273 Prices quoted are valid for 60 Days
Please fax slgned quote to
734-677-2070
�- • • ' � -� ■
Training - Web Based @$125.00 Per Hour - Punc�ase Order $125.00 2 $250.00
To�l $250.00
Page 1
- . . • . �
OPTIONAL PROGRAMMING SERVICES
DATA CONVERSION SERVICES MAY BE QUOTED �a $175 PER HOUR UPON THE RECEIPTOF FILE LAYOUTS AND DATA IN AN ACCEPTABLE FORMAT.
TRAVEL EXPENSES
ALL TRAINING, CONSULTING AND INSTALLATION SERVICES ARE BILLED AT PUBLISHED RATES FOR EACH ACTIVITY. EXPENSES ASSOCIATED WITH
THESE ON SITE SERVICES WILL BE BILLED AFTER THEY ARE INCURRED. CUSTOMERS THAT ARE MORE THAN 250 MILES FROM ANN ARBOR, MI
CORPORATE HEADQUARTERS WI�L BE BILLED FOR TRAVEL TIME @$300 FOR EACH ROUND TRIP VISIT. IN ORDER TO BETTER SERVE OUR CLIENTS
WHO HAVE REQUESTED TRAINING, WE REQUIRE A MINIMUM NOTICE OF 2 WEEKS FOR A CANCELLATION OR THERE WILL BE A CANCELLATION FEE
OF 50°� OF THE COST OF THE TRAINING TH�T WOULD HAVE OCCURRED. IF A CF�NCELLATION IS NtADE, �NY IRAVEL ARRANGEMENTS THAT HAVE
BEEN PURCHASED WILL BE INVOICED TO THE CLIENT WITH PAYMENT DUE WITHIN 30 DAYS FROM THE DATE OF THE INVOICE.
TRAINING, INSTALLATION I IMPLEMENTATION
THERE IS A$125/HR. CHARGE FOR TRAINING, INSTALLATION AND IMPLEMENTATION ABOVE AND BEYOND 7 HRS/DAY QUOTED.
THE NUMBER OF DAYS QUOTED IS A FiECOMMENDATION AND MAY BE CHANGED BASED ON lHE CUSTOMER'S NEEDS. THE CLIENT IS BILLED
AFTER THE TRAINING, INSTALLATION AND/OR IMPLEMENTATION IS COMPLETED.
ANNUALMAINTENANCE
FOR NEW FUNDBALANCE SOFTWARE C�IENTS, THE FIRST ANNUAL MAINTENANCE AGREEMENT WILL START UPON THE INITIAL SOFTWARE
INSTALLA110N AND WILL EXPIRE ONE YEAR FROM THAT DATE.
FOR EXISTING FUNDBALANCE CLIENTS WHO PURCHASE NEW SOFTWARE APPLICATIONS, THE MAINTENANCE WILL BEGIN ON THE FIRST DAY OF
THE MONTH FOLLOWING THE SOFNVARE SHIPMENT AND WILL BE PRORATED TO EXPIRE WITH THE CURRENT MAINTENANCE CONTRACT.
ANNUAL MAINTENANCE CONTRACT RENEWALS WILL BE AUTOMATICALLY BILLED A MINIMUM OF 30 DAYS PRIOR TO THE CONTRACTS EXPIRATION
D ATE.
S ATI S FACTI ON
IF YOU ARE NOT COMPLETELY SATISFIED Tl-IAT THE SOF7INARE AND/OR HARDWARE FUNCTION(S) AS DOCUMENTED, IT MAY BE RETURNED
WITHIN 60 DAYS OF SIGNED PURCHASE AGREEMENT.
AUTHORIZATI ON
BY SIGNING THIS DOCUMENT I AM HEREBY AUTHORIZING FUNDBALANCE TO INVOICE ME FOR THE ITEMS LISTED ON THIS PURCHASE AGREEMENT. I
UNDERSTAND THE SOFTWARE PRICE DOES NOT INCLUDE INSTALLATION/IMPLEMENTATION, TRAINING, TECHNICAL SUPPORT OR ANY OTHER RELATED
SERVICES. ANY TRAINING, CONSULTING OR INSTALLATION SERVICES AND RELATED EXPENSES ASSOCIATED WITH THIS PURCHASE WILL BE INVOICED
AFTER THE SERVICE HAS BEEN PROVIDED.
I UNDERSTAND 11iAT PAYMENT IS DUE WITHIN 30 DAYS OF 1HE RECEIPT OF THE INVOICE, AND THATALL DOCUMENTS RELATED TO THIS PURCHASE,
INCLUDING THIS PURCHASE AGREEMENT AND ANNUAL MAINTENANCE AGREEMENT MUST ALSO BE SIGNED AND RETURNED ALONG WITH PAYMENT.
ANNUAL MAINTENANCE RENEWALS WILL AUTOMATICALLY BE BILLED PRIOR TO EXPIRATION DATE.
m �,.
--___,� ¢ �._ a -
i °
SIGNATURE _ �, � i „ DATE
TAX ID NUMBER � � �� �- � ��� � � � � �
EXEMPT TAX ID NUMBER
THIS lS NOT AN INVOICE. FUNDBALANCE WILL SEND VOU AN INVOICE ONCE THE SIGNED
PURCHASE AGREEMENT IS RECEIVED.
Page 2
ADDENDUM
Pablic Records: In accordance with Sec. 119.0701, Florida St�utes, the Contractor
must keep and maintain this Agreement and any other ra;ords associated there�vith and that aze
associa#ed with the performance of the work descnbeal in the Scope of Services. Upon request,
the Contractor must provide the public with a,ccess to such re.cords in accordance with access and
cost r�quirements of Chapter 119, Flordda Statutes. Further, tlae Contractor shall ensure that any
exempt or confidential records associated with tUis Agreement or associated �vith the
performance of the work descnbed in the Scope of Services aze not disclosed except as
authorized by law. Finally, the Contractor shall retain the re�ords described in tbis para.gra.ph
throughout the performance of the work deseribed 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 Contractor and destroy any duplicates thereof. Records that are stored electronically must
be transfen�ed to the Village in a format th�t is compatible with the Village's information
technology systems.
Peace of Mind
wi ndstream�
Customer Name VILLAGE OF TEQUESTA EAN 4540883
Install Street Address 901 OLD DIXIE HWY City, State, Zip TEQUESTA, Florida , 33469
Main Telephone Number (561)746-0003 Market WEST PALM BEACH
Contact Name Brad Gomberg Proposal ID 2482496
Account Representative Scott Gonzalez Proposal Type New
Dealer Name Telrite Communications Term 3 Years
Consuit
Effective Date 17 Jul 2014
Business Line 3
Peace of Mind
Total Services $69.99
Voice Local Features
Call Forward UniversalNariable 3 3 $.00
Caller ID 3 3 $.00
Directory Listing 1 1 $.00
Voice Long Distance Features
Long Distance (International) -
Standard Rates apply
Long Distance Minute -- 1 $.035/min
Total Features $.00
Total Other Charges (Non-Recurring) $.00
Total Monthly Recurring Charges $69.99
Total Non-Recurring Charges $.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 Recurring Charges.
Minimum Monthly Commitment $59.49
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.
17Ju1201412:20'44ET Authorized Customer Ir�itie�'""�,�' X �
Page: 1
CUSTOMER WINDSTREAM
Signature: .;�.. � '` Signature: sGOtt �. C7011LG�L2L
,,,,- /, ,
Printed Name: r��- �" ., k-, �� E_ Printed Name: SCOtt S. GOnzal2Z
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Tit�e: � N � '` �` � "� •---�� n � Tit�e: Channel Manager
Date: �`� � Date: 7� 17 / 2014
17 Jul 2014 1220�.44 ET
Page: 2
windstream�
AMENDMENT TO CUSTOMER SERVICE AGREEMENT
This Addendum is entered on this 1 d day of ,.I c� �� 201 , between the Windstream legal entit(ies) providing
the Services to the Customer as identified on the Cu tomer's bill�("VVindstream") and VILLAGE OF TEQUESTA
)("Customer"), and amends Customer Service Agreement ("CSA") entered between �ndstream and Customer
("Parties'� as of the same date.
The CSA shall be deem� amended to include the following:
PEACE OF MIND GUARANTEE
Idofinrithstanding anything contained in the CSA to the contrary:
(i) if Customer purchases a Business Bundle with a term of tvventy-four (24) months or greater, Customer
reserves the right to terminate such Services if Customer suffers a business dovmtum due to conditions
out of its direct control causing Customer to close business operations entirely (°Closure°), or relocates its
business to a new location or coverage area where Vlfindstream is unable to provide Services (°Relocation°).
Notice of such Closure or Relocation shall be provided to Windstream thirty (30) days prior via wmtten notice
to the address specfied in the CSA. ln such event, Customer shall not be liable for liquidated damages or
any early termination liability as a result of such termination; however, Customer shall be liable for payment
for services rendered through the effective termination date. This Section is limited to the location set forth
affected by the Closure or Relocation. If Customer ports all or a portion of its Services to another provider,
this provision is inapplicable; and
(ii) in the event Windstream advertises a new Business Bundle promotion for a lower advertised rate than the
rates received by Customer, Customer can opt to r�eive the neuvly advertised rates, provided Customer
agrees to renew the term of senrices for an additional tvuenty four (24) morrths.
Peace of Mind Guarantee does not apply to Managed Router, Ethemet Intemet Services, MPLS, Hosted Voip,
Voip or Data Senrices.
Except as modfied in this Amendment or any other Amendment executed prior to this Amendment, all other terms
and conditions of the CSA remain in full force and effect. In the event of any conflict between the CSA and this
Amendment, the terms of this Amendment shall control.
IN 1MTNESS WHEREOF, the undersigned have caused this Amendment to be ex�uted by their duly authorized
representative.
Windstream Customer
�►� scott � Go�raGeL ��
tvame: Scott S. Gonzalez Name: �
Tctle: Title ��i � � m
Channel Manager
PRIVATEIPROPRIEfARY
Contains Private and/or Proprietary I�ormaUon. May not be used or dlsclosed outside UVindstream e�ccept pursuarrt to e written agreemeM.
w i n ds t re a m � Legal 8� Regulatory — Customer Service Record Authorization
connecting business to business Page 1 of 1
REQUEST FOR RELEASE OF CUSTOMER INFORMATION
The undersign� hereby appoints Windstream Communications to act as an agent on its behalf
for the sole purpose of obialning customer �nformai�'on from:
` �, � I / �
� v s � �C6�a I � �'1 � / y t a'�, e �'. ��
(Customer's current Local Telephone Company)
The undersigned hereby authorizes the Local Telephone Company to make all pertinent
information available, including the results of an account research and itemization for specifi�
Billing Telephone Numbers, to Windstream Communications, and to work writh and follow
�ndstream Communications' instructions with reference to the abovementioned matters.
Billing Telephone Number(s):
7f/- ����- �.� lC�
*SIGNATURE
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PRINTE ¢�AM�
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TITLE
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T��-- l� ., �E f'. �. °e�� r' w� �Ga.�"��-
COMPANY NAME
��� � ��
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COMPANY IN ADDRESS
a �'� � ,�`� ��
DAT
°Signature on this document does not authorize a change in telecommunications providers.
PRIVATFJPROPRIETARY
Contains Private and/or Proprietary Information. May not be used or disclos� outside Windstream
Communications except pursuant to a written agreement
wi ndstream�
connecting business to buslness Letter of Agency
ConteCt Neme: :�� , , � �r., •- ��p � SeleS OffICe:
B�� Dealer Name:
CompanyName: � , I.��.�� �-, T���.pco�r.-.� Sales Rep Idame:
Instell Address: / Order Date:
Addltional BTNs:
Current Carrler:
Authorizatlon to Change Servlce Provlder(s)
On behalf of the Company, I hereby authorize Windstream NuVox, Inc. (°Windstream� to change my Company's provider(s) for
the following services from my currerrt telecommunications carrier(s) to Win�tream for each of the telephone num�rs listed
below (check all that are applic�ble):
�Local
�Irrtrastate, IrrtraLATA Long Distance Service (also known as local toll)
�Irrterstate, IrrterLATA and Irrtemational Long Distance
��rnemet
I represertt that I am at least eighteen years of age. I also represerrt that I am the party iderrtifi� in the account records of my
local telephone company as r��nsible for paymerrt or that I have the authority to change telecommunications c�rriers for
each of the telephone numbers iden�fied herein. I understand that I have the right to obtain telecommunications services
ind'ividually. I also understand that I may designate only one local exchange carrier, one intraLATA carrier, and one iMerLATA
carrier per telephone number. I also understand that by checking beside the services listed a�ve that Compan�s preferred
carrier for the select� services wrill be changed, but only for those numbers set forth below.
I understand that the morrthly rate plan does not include taxes or applicable regulatory fees.
I choose Windstream to act as my agerrt in order to effectuate the change(s) and authorize Windstream to handle on my behalf
all arrangements, including ordering, changing, and/or mairrtaining my service, with my local telephone company(s),
irrterexchange carriers, joirrt user group(s), equipmerrt vendor(s) and consultant(s). By designating VVindstream to act as my
agerrt, I do not permit Windstream to change my senrice to a carrier other than Windstream. In addition, I authorize
Windstream to issue all necessary instructions to the foregoing for the purpose of fulfilling its agency on my behalf. This
agreemertt will remain in effect until revoked in writing by the Company.
Numbers:
I understand that I may consult Wlndstr�m as to wrhether a fee applles to change trom the Comµany's current
telecommunlcaUons carrier(s) to Wlndstr�m.
Company Slgnature: Date: � p �
I understand that by slgning above, Company's preferred provlder for the telecommunlc�tions servlce(9) checked
above arlll be chang� for the telephone number(s) ap�Hled ebove.
� version 06.13.14
windstream�
WINDSTREAM SERVICE TERMS AND CONDITIONS
These tertr�s and corniitfons aPPly to the provislon of all tel�ommimicaUans and related senric�s (°Services' by 1Mndstream' (°Windstream' to
Customer under the proposal to �rohic� these terms arM crond(Uw�s are a part These terms artd car�d(�ons arM Customer's proposal/sales order, arni
erry service spedflc schedules form tlie agreemertt (°Agr�mer�. The Services wID be offered in each area to fhe Customer by the Wmdstream
affiilated errtily author¢� to provide the Servi� in the applicable j�uisdidion.
1. Term and RenewaL This Agreemerrt is effective on the date identlfled on the proposel (°Effective Date' and witl cor�drwe fir the term set fordi
In the proposel fram the dete that Servic� are installed �mtll etther terminat� pursuant to �e provisions belrna or repla� with a neuv agr�ment
(the °Term'. Upon expiratlon of the Term, tl�1s Agr�merrt will automatically rerrew tor successive orte-y�r �rma (eac�, a"Renewal Term7
urrtil �rminated or cencell� pursuarrt ta its temis. In the event a Customer provides wrltten noUce of ib irrterrt not to renew but daes not terminate
Servic�s hereunder, V1Mdstream shall have the opUon of contlnufng to provide such Servic�s on a mor�-to-mo�h bas[s, pric�d at 1Mndstream's
then currerrt morrthly rates.
2. Charg� for Servic�; BDling and Paymerrt. Customer is responsible for paying aU c�arges that eppiy to the Servic�s ordered on a proposal or
used on a per-use basis by Customer, Induding items such as features, ir�tellatlon, labor, repatr, long dtstance, and dtredory or operetor assistance
as specifled on the proposal or set forth in Windstream's Pdce Lists or Tariffs. Customer Is responsible for t�ces, surdiarges, fees, end assessmerits
that apply to the sale and use of SeMc�s, induding how th�e may change in the itdure end regardless of whether such charges are identlfled in
the Agreement Windstream wrill bili Customer morrthly for the Service, and all bills are due and peyeble upon receipt Paymerrt wfli be considered
late if not peld within thirty (30) days irom the date of irnoice. All amour� payable by Customer shall be made avitl�wut setaff or counterdaim and
without d�ucdon. Bqiing at a Iocatlon will begin upon the earUer of (q the installaUon date (which may be the date adminisVaUve eccess to certein
soflware-based Servic�s is grented ta Custome�; (i� thirty (30) days after delh►ery of the applicaWe facflity end/or equipmerrt to the Customer
premises (ff the delay in conrt�tion of the fadlity and/or equipment is due to Customer or its agent); rn� the date the Comparry nodfies a Customer
that Service is available for use by Customer, (Iv) the date that Serviice would have been avallable for use by Customer if Customer had fulfllled
its pertormence obltgadons requir� to provision the Service; or (v) the date that installaUon of MPLS servic� is complete at the second site in an
MPLS networlG however,lMrtdstream may choose to bi0 in full morrthly incremerits with no proraUon for partlal service periods when Service either
starts or er�ds in the middls of a biiling cycle.lf instaUatlon of off-net Sendc�s is delayed due to actlon or irracdon by Customer, then Customer shall
be re,spor�(ble for a0 assodated thQd-party provider charges. In certain servic� areas, peper bilis ere avallable oNy upon request end for a monthly
charge ar►d bilMg for usage vuill roimd up to �e next cerd. If Customer authorizes payment by c�ft or debft c�d, then Wlndstream wdll not obtain
further consent or provide addfUonal notice bsfore frnroicing the credft or debft card for all amourrts due and owing. IMNDSTREAM RESERVES
THE RIGHT TO INCREASE OR DECREASE AIIONTHLY RECURRING CHARGES ("MRCS'� OIY AT LEAST THIRTY (30) DAYS' NOTICE AND
OTHER RATES AT ANY TI�AE
3. Senrlce Oufage Credits. For Windstream's business-grade local and long distanc� voice telet�mmunications senrices, T1 and hfgher facllity
netvwrk Intemet access arM pfi+ete networking senrices, Customer wrill receive a credft of 1/30th of the MRC for that mor�th for eacF� day thet
Customer has a Service Oufage, deflned belrnro. Only tlie Service affected by the Service Outage will be eligible for a credit CredR is bas� upon the
length of time Customer is wfthout Senrice. Credits in erry sirtgle morrth cennot exc�ed the MRCs for Service thet w►as eff�ted by a Senricre Outage
in that morrth. Far p�uposes of �ts Agreemerrt, a°Service Outege° is deflrt� as the complete Inability to: m make ur r�eive calls; pq acx�as the
Intemet for the purpose of ser►ding or receiving Ir�temet traflic; or (I� send or recc�ive data ac�oss a Windstream supporte� private network In the
event Customer rerits equipment from Wtndstream, such eqwpment shell not be considered °Services° for purpas� of seMce credits under thls
Agreemer�t.
4. Disput�. To dispute a bill, Customer must do so In good faith and deliver to Wlndstream In wdtlrtg the spedflc basis for such dispute within sbcty
(60) days after the date on the bill. If Customer does not follow this dispute process, the dispute shali be deemed wraived.
6. Partlal Peymer�ts; Latg Payme�rts. Wfndstream may accept arry paymeMs Customer marl� as being "payme� in full° or as being settlement
of arry dispute without wralving arryr r�ghts Windstream has to e(ther colled the full paymer�ts from Customer. Customer is responsible for paying ell
costs and i�ce.s Wtndstream incurs as a result of coll�ting Customer's unpald charg�. If Windstream daes not receive full paymerrt when due or
does not receive paymer�t in immediately aveilable funds,lMndstream will add e late payment fee to the amounts owed and will calculete such fee
es the total owed tfines irrter�t at the meximum rate alloweble by lew.
6. Cr�Ns and Dep�tta Customer author�es Windstream to ask cre.�ft-raporting agent�es for Customer's credit lnformaUon. Wlndstream may
requhe Cuetomer to submlt an Inttial security deposft arM/or advence paymerrt end an additional deposR and/or advanc� paymerrt ff Customer
increases Senric�.s ar Customer's c�ft ratlng changes. The deposit will be refunded ff sedsfactory credit has been establish� or upon temilnetlon
of this Agreemerrt for any reason, except that Windstream at its dlscreUon may epply the de�sit to arry emourrt due and unpald by Customer.
7. �rvices Locatlon; AAoves. Customer is respor�sible far providing an erniranmeM that Is suftable for the Servic�s, InGuding eq�pmerrt that
is competible wfRh Windstream's network Customer shell provide Windstream writh the correct addr�s to obtah� Services, because Windstream
reli� on such infortnatlon to detemU� which tax�, f�, surcherg� and essessmerrts epply to the Servic�s. If Customer does not provide a valid
address, Custamer �rill be respor�ible for erry resulting taxes, fees, surcherges, assessmerrts and penalUes related thereto. Customer+nrill noUfy
Windstream ff Customer's address changes, in wrhich case Windstream may effher (a) tertNnate the affeded Servic�s, ar (b) allrnrv Customer to
provide sbcty (60) days' advance notice to Windstream to move Servi�s to e new locatlon and pay arry epplicable fistallatlon cherges. Cuatamer
will er�ter Irrto a new agreement for such rrevv IocaUon, or Vlflndstream will apply the Iiqutdet� damages set farth in SecUon 15 for tl�e tertNneted
locadon. Charges, includlrtg reasonabte adminlstreUve c�sts end fee,s Incurred by INindstream may appty as a result of Customers move, in add(�on
to a change in MRCs.
,
umna�o-� m aamrea rm � ore� a¢r��am m� u�ana�n cWmmo�am�s, No. m wwn �r�a u�mm��sm e�ama muny �ommre a��o� m a� es m�a on c�mmera em.
PRNATFJPROPRIETARY
Contafns Pdvate and/or Praprietery Informatlon. May not be used or dfsclosed oufside INindstream except pursuamt to a written agreement
� version 06.13.14
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8. Wlndstr�m-Provldal and Owned Equipment Arry equlpment instelled by 1Mndstream on Customer's premises that is not the subject of a sale
to Customer (sud� as N�e CSU/DSU, interface cards, Channel Benk and routers, ff applicable) shall remain at all Hmes the properly af 1Mrnistream.
Equipmerrt shall remaln in good conditlon, less normal wear and tear.lMndstream shall be r�ponsible for tlte mair�tenance and repah of the
equlpmerrt uN�s it is damaged as a result of the ecUon or inactlon of Customer or fts employees or agerrts, tn whtch c�se Customer shall retmburse
Windstream for the c�st of arry r►ec�ssary repairs. Customer shall provide Windstream reasonable aa�ss to the equipment for purposes of repalr,
malrrtenance, removal or ofhenerise. If 1MrMstream does not have access to Customer's premises withhi thirly (30) days after Customer terminates
this Agreemerrt, or if dlMdstream r�uests Customer retum tlie equlpmerit and Customer does not retum the equtpment to Vdlndstream witliin thlrly
(30) deys of tertrrinaUon, Customer shall reimburse Wlndstream for the full purchase price of the �uipment es well as arry attome�s f�s and costs.
Custamer shall pack and ship the equipmerrt in such a way so as to limR end/or avoid darr�ge to the equfpmer►t. In the everrt the �uipmerrt is
damaged in shippfng, Customer shall be responsible for the c�t to replace the equipment.
9. DYsconrtectlon oi Currerrt Provider, 3peclal Construcdon; Thlyd Party Charg�. Customer is solely responsible for disconnec�ing Servic�s
wtth its currerrt service provider. Windstream is not responsible for any chargea assessed against Customer by such provider. Customer shall pay
all charges if VVindstream or a thUd party provider ts required to extend the demarcaUon polrrt or undertake spedal construcUon for Customer.
UNess VWndstream s�dftcelly agrees in writing to imdertake equipmerrt Instaliatlon end maintenance work, Custamer is respansible for all charges
essessed by its phone system vendor and other third partl� In connectlon wdth the InstallaUon of the Services and Windstream shail have rro
respor�lbility for mairrtenance or repeir of same.
70. Thlyd Parly Soilware . As part of the Services, Customer may be allowed to use certein softvvare and releted documer�tatlon developed and
owned by Windstream's third-parly soflvvare Acensors (collecUvely, the °Soflwere'. This Software is rreither sold nor dlstributed to Customer end
Customer may use it salely as part of the Servic�s and for no other purpose. Customer mey not and agre� not to: (� transfer such Software ou�ide
the Services or to arry other person or entlty; (i� meke copies of the Sofiware, either through a vtrtual snapshot of the server contairilng the SoRware
or othenroise; or (�i) transfer the Softvvare outside of Windstream's Infrastructure and/or premise.a. Further, Customer egr�s to provide Windstream
with evidence thffi fts use of the Software is in compliar►ce with the Agreemerd and/or third-parly soR�aare iice�or's terms from time to tfine durfig
the Tertn as requested by 1Mndstream. If Customer fails to provide such eNdenc:e when requested, or is otherwise not in complianc:e wrfth the
Agreement and/or tFilrd-party software licensor's terms, Windstream may, ffi its sole opUon suspend or terminate the Services that include the
Soflraare. For the avoidance of doubt, Wlndstream's Soft�aare Ilcensors are not responsible for providing erry support in connection vutth the Services
or the SoRware.
17. Google. IF CUSTOSAER SUBSCRIBES TO GOOGLE SERVICES THROUGH 1MNDSTREAM, CUST014AER VHILL BE REAUIRED
TO COCAPLETE A CLICK-THROUGH AGREEMENT FOR THE GOO(3LE LICENSE PQSTED AT httoJ/www.uvindstream.com/legal/
Google Apps Premier Edfion LicerLSepdf PRIOR TO USING THE RELEVANT SERVICES. Windstream may cancel Google Services at arry
tlme on thiriy (30) days' notic� and, at Windstream's opUon, rt►ay either terminate such Googte Servi�s altogetlier or move Customer to a similar
platfortn. In the event that 1Mndstream or Customer terminate,s the Google Services or dobmgredes or cancels Google Senric�s, Customer is solely
responsible for downloa�ing all of (ts infortnation to fts computer within thirty (30) days.
12 Govemment Funding Customer must rtoUty Windstream of ell resVictlons, requirements and reporting obOgatlons to which 1AllrMstream could
become subject pursuard to arry gavemment program before Windstream provisioris Services to Customer. Customer wlll not use such funds,
includir�g sUmWus fur�ds, grants or loans, in whole or in part, to support its performance urider �is Agr�merd withhaut Windstream's prior written
conserrt regarding arry s�flcally applfcable terms. If Customer fails to provfde such pdor written notice to Windstream of govemmeM fimding or
if Windstream does not car�sent to the use of such fimding, then Windstream has the right, in fffi sole discreUon, to reJed erry arder or terminate
this Agreemerrt artd/or arry applicable Services, without Ilability or obligatlon to Windstream. If Customer requests govemment funds for payment of
Services under this Agreement and such furMing request is denied, Customer shell remaln responsfble for orre-hundred percent (100%) of the cost
of SeMces.
13. Docurrrerds Incorporat� by RePerence; E�rtir� Agr�me� Cour�terparts; Executlon. THIS AGREEBIIENT IS SUBJECT TO AND
INCORPORATES THE FOLLOWING BY REFERENCE, AS THEY �AAY CHANGE FRO�A TIAAE TO TIME: (I) THE TER@aS AND CONDIl10N3
OF THE TARIFFS FlLED WITH STATE PUBLJC SERVICE COAAMISSIONS; (II) THE FCC OR STATE WEB-P03TED PRICE LISTS OR TERMS
AND CONdITIONS (EITHER °PRICE LISTS� POSTED AT http://windstream.com/documents/detariffedservices.pdf: (III) FOR INTERNET,
THE "ACCEPTABLE USE POLICY" POSTED AT h�tpJ/wvuw2.windstream.net/customersupport/usersguide/accepUaccept.htrni AND THE
�PRIVACY POLICY" POSTED AT httpJ/www.wrindstream.com/orivacy.agpX; AND (IV) IF CUSTOMER IS OBTAININ(3 CERTAIN VALUE-ADDED
SERVICES (I.E., ONLINE BACK UP SERVICES, TECH HELP, ETC), CUSTOMER 1MLL BE REQUIRED TO CLICK-THROUGH AGREEMENTS
RELATED TO THOSE SERVICES (CLICK-THROUGHS) PRIOR TO ACCE3SIN0 SUCH SERVICE, WHICH SHALL BE DEEAAm PART OF THIS
AGREEMENT. Thfs Agreemerrt, the documer�ts incorporated by reference end erry addendums entered between the partles constftute the parttes'
errtire Agreemerrt.l"his Agreemerrt may be amend� oniy in a wr�tlng signed by euthoriz�l represerrtaUves of each perty. This Agreement and its
incorporated dax�merrts su�rsede arry and all stetemerrts or promises made to Customer by erry Windstream employee or agerrt. In the event of
arry corrtlid �lween the provfsions of this Agreemerrt arM any af the daxiirrrerrts incorporated by referencs, the provisions of the Google Lir.ense
shall control for Googie Services, follrnroed by the Tartffs and Price Lists or Value-Added Services dick-through agreemer�ts for appliceble Servic�s,
this AgreemeM and then the Acceptable Use and Pfirecy polldes. This Agreemerrt may be signed In counterparts, and facsimtle or electroNc
scanr� copi� mey be treated as originel signahu�. Windstream also may execute this Agreemerrt via a veriffeble elec�roNc signature.employee
or agent In the ewerrt of arry conflict behNeen the provisions of this Agreemerrt and arry of the documerrts incorporated by referenc�, the provisions
of the Gocsgle License shaU control for Google Services, followed by the Tariffs and Price Lists or Value-Added Senrices click-through agreemerits
for app4cxble Services, this Ag�merrt and then the Acxeptable Use and Pfiracy polides. This Agreemerd may be sign� in cour�terparts, artd
facsimile or electronic sc�rmed coples may be treated as original signa�re�. Windstream also may exec�te this Agreement via a verfflable electronic
signature.
PRIVATFJPROPRIETARY
Cordains Pfirate and/or Propdetary Ifiormatlon. May rrot be used or disdo� outside Windstream except pursuarrt to a written agreement.
version �.13.14
windstream� �
14. Termlrcatlon. Either perly may termtnate this Agreement by providing at least thhty (30) days' noUc� pdor to the end of the initlal Term or a
Reneuval Term, or if the other pariy is in breach of arry material provision of this Agreement and such other parly fa0s to aue wtthin tlifrly (30) deys
after wrritten noUce. Notwrithstandhig, iml�a prohibfted by law, in the event of rronpaymerrt, the breac�ing party shall have ten (90) days to c�re after
varitten notice. Customers rigM to terminate for cause is tlmlbed to terminaUon of the affected Servic�s et the affect� locadon only. In the everrt
Customer rerrts equipmerrt fram dlflndstream artd Customer tertninates netuuork Servic�s pursuant to this sedion, Customer shall remain obligated
to fufflll the remeinder of tl�e appiicable �ufpment sch�ule term. V1Mdstream may Iimit, Uitemipt or terminate Servic�es immediately ff: (a) after any
requfred noUc�. Customer has not pafd 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 heve used the Servic� fraudulently or unlarvFWly wrhile on Customer's premises or uvMle the Services are
under Customer's control; or (� Customer or o�ers use the Services in an excessive, abusfve, or unreasonable manner that is rrot customary for
the type of Senrlces; or (e) Customer r�ells arry SeMcres or use.a the Service.a to eggr�ate other �rsor�' traflic; or (f� Customer � the Services
for Its owm end users and/or ca�stomers es a telecommuNc�tions provider or arry other ldnd of provider. In add(Uon to Uie terminaUon dghb of
Windstream set forth ebove, if Custame.r or others use the Services in an excessive, abusNe, or unreasonable manner that Is not customary for the
type of Servic�s (indudh�g, but not Omited to, dram�stancss in which 1Mndstream is receiving trafflc irom Customer that originates irom a locatlon
other than the local callfig area associate.d with the aistomer's �rvice locetlon or Customer Is terminatlng large volumes of calls to areas in which
the «�sst to terminete such cafls is high, wrhen ten percent (10°/a) or more of Custamer's calls are sbc (6) seconds or less, and/or when more than forly
perc:errt (40°/a) of call attemp� are unc�mmplet� per trunk group and DSO/DSO equivalent), Windstream may: (v) charge long-distance charges for
such treffic and arry addftlonel charges necc�sery to recoup Its administrative costs and any charges from other carriers; (w) charge an additlonal
price per minute in Windstream's discxetlon for each call Uiat violates this provision; (x) restrict or cancel use or convert c�stomer to enother plan;
(y) require customer to pay for the excessive use (mmediately end make a deposf� a�/or (z) wid arry applic�ble pric� guarantee. VVlndstream
may restore service ff customer corrects the vfolaUon end pays all outstanding amourrts owed, Induding r�storedon charges. For Ethemet intemet
Access services and MPLS - VMual P� NetuvorkMrtual LAN Servic�s,lMndstream shall verify the avaUabiiity of faciltUes, and In the event thet
Windstream determines in tts sole discretlon that fadlltles are not �onomicelly or technically feaslble, Windstream has the dght to terminate this
Agreemerrt witFtout Ilability.
16. Effe�t oT Termination.
a. Pre-Installatlon- - If Customer terminates this Agreement after the EffecWe Date but prior to �e ir�stallatlon aF Service(s), Customer �roill pey
Windstream a Pre-Installetion Canceliadon Charge (°CancellaUon Charge' equal to three (3) morrths of MRCs exc�pt that if WirMstream's costs
to other providers ere g�r than this amourrt, Customer shall also reimburse VVirnistream for suc� �. Customer agr�s that the Cancellatlon
Charge is a reasonable measure of the administrative c�sts and other fees inaured by dVindstream to prepare for inste�etlon. The CancellaUon
Charge set forth in tliis Sechon 15(a) is In Ifeu of �e charges set firth in 15(b) belrnro for p�t instelletion ranc�lletlons.
b. Post-Installatlon- - CUSTOmER UNDERSTANDS THAT ITS RATES ARE BASED UPON ITS CO�AITQAENT TO PURCHASE SERVICES
FOR THE TERM OR RENEINI�L TER�A. AS SUCH, IF CUSTOMER TERMINATES THIS AGREF�AENT OR ANY SERVICES PROVIDED
HEREUNDER AF'rER INSTdLLATION DURING THE INITIAL OR RENEWAL TERAA FOR ANY REASON OTHER THAN FOR CAUSE, OR AS
A RESULT OF 1MNDSTREAAA'S TERMINATION FOR CUSTOMER'S BRFACH, CUST069ER SHALL PAY TO {MNDSTREAAA AS LIQUIDATED
DAMA(3ES, AND NOT AS A PENAL7Y, AN AOAOUNT EQUAL TO ONE HUNDRED PERCEWT (100%) OF THE MRCS APPLICABLE TO THE
TERMINATED SERVICES AAUL7IPLIED BY THE NUMBER OF d10NTHS REMAINING IN THE THEN-CURRENT T'ERI� OR RENEWAL TER�A
(°LIQUIDATED DANIAGES'�. CUSTOMER ACKNOVYLED(3ES THAT ACTUAL D/�AAGES WOULD BE DIFF7CULT TO DEIERAAINE AND
SUCH UQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES VHHICH AAAY BE INCURRED BY
WINDSTREAM, INCLUDING BUT NOT LI�AITED TO ACTUAL DCPENSES INCURRED BY WINDSTREAAA TO IPIITIATE OR TERAAINATE THE
SERVICES, THIRD PARTY COSTS, USE OF LI�AITED NENVORK RESOURCES, INSTALLATION CHARGES WAIVED AND ANY DISCOUNTS
OR CREDITS ORANTED. If Customer's proposal indudes Mor�thy Minimum Charges or Fees (°MMCs° or °PlIMFs' and Custamer terminates or
disconnects less then the erdirety of its Sen►ic�s such that tts actual usage at a loc;etlon falls below the MMC or MMF for that locatlon, Customer wlll
pay the MRAC or MMF every mordh in Ileu of the Liquldated Damages set forth above. If Customer's proposal d�s not fndud� MMCs or MMFs end
Customer terminates or disconneas less than the errttrety of Its Services such that Its actual usege at e loc�tlon faUs beloar flfty percent (50%) of its
original contracted rate for that locatlon, Customer will pay flfty percent (50%) of the MRCs every morrth In Ifeu of the Liquidated Demages set forth
above. Additlonelly, if Customer received a bwdled rate for the disconnected Service(s), then Customer's charges may be adjusted by Windstream
to the unbundlsd senrlce rates.
16. Llmltatfon of Llablltty. FOR PURPOSES OF THIS SECTION, AND THE FOLLOWINO SECTIONS DESCWBING INDEMINITY, DISCLAIMER
OF WARRANTIES, AND EMERGEWCY. CRITICAL LINES SECTIONS, "YYINDSTREAM" INCLUDE3 ITS OFFlCERS, DIRECTOR3,
SHAREHOLDERS, EmIPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF YVINDSTREAM
RESELLS SERVICES.
A.1AflNDSTREAM'S LIABIUTY FOR SERVICES PROVIDED UPIDER THIS AGREEMENT WILL NOT D(CEED THE LESSER OF: (�
CUSTOMER'S MRCS DURIWG THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER'S MRCS MULTIPLIED BY SIX (6). IF
CUSTOMER'S SERVICE IS INTERRUPTED, WIPIDSTREAM'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 1MLL WINDSTRFJ�IM 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 PUNITNE OR DCEMPLARY DAMAGES, THE
COST OF ALTERNATIVE SERMCE, OR ATTORNEIf'S FEES OR FOR ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT
(INCLUDING BUT P10T LIMITED TO SERVICE INTERRUPTIONS) DUE TO CAUSES BEYOND WINDSTREAM'S REASONABLE CONTROL
1MNDSTREAM IS IVOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN OR MISUSm, IXCEPT VVHEN 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
WHETHERMIHEN 1MNDSTREAM NOTIFIES CUSTOMER OF INCREASED USAGE.
PRNATE/PROPRIETARY
Contalns Private a�/or Propr�etary Informa�on. May not � used or disGosed ouffiide Windstream except pursuant to a w�tten agreemerrt.
. version 06.13.14
windstream�
B. ENTRY OPITO WINDSTREAM'S PREMISES IS AT CUSTOMER'S OWN RISK, AND IMNDSTREAM ASSUMES NO LIABILITY WHATSOEVER
FOR ANY HARM ARISING FROM ANY CAUSE OTHER THAN WINDSTREAM'S GROSS NEGLIGENCE OR IMLLFUL MISCONDUCT
RESULTING IN PERSONAL INJURY TO CUSTOMER DURING SUCH VISIT. WINDSTREAM IS NOT RESPONSIBLE IF EQUIPMENT IS
LOST, STOLEN OR MISUSED, D(CEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR 1AJILLFUL 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
MAF� CHANGES, OR BY 1MNDSTREAM AT THE DIRECTION OF CUSTOMER. IPI NO EVENT SHALL IMNDSTREAM BE RESPONSIBLE FOR
ANY THIRD-PARTY EQUIPMENT, IPICLUDING ANY DAMAGES THAT MAY ARISE AS A RESULT OF DEFECTS OR ISSUES RELATED TO THE
THIRD-PARTY EQUIPME(dT. TO THE DCTENT WINDSTREAM IS LIABLE FOR DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT, SUCH
LIABILITY 1MLL BE LIMITED TO THE THEN-CURRENT BOOK VALUE OF THE DAMAGED EQUIPMENT. EACH PARTY IS RESPONSIBLE FOR
IPISURING THE EQUIPMEPIT AND PROPERTY IT OWNS WITH COVERAGE CONSISTENT WITH INDUSTRY STANDARDS.
17. Indemnity. EACH PARTY IMLL DEFEND, INDEAANIFY AND HOLD HARdILESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS,
OFFlCERS, EMPLOYEES, AMD AQENTS, FROdI AND A�AINST ALL THIRD-PARTY CLAIAAS ARISING OUT OF THE INDEeANIFYING
PARTY'S GROSS NEGLIGENCE OR WILLFUL AAISCONDUCT WITH RESPECT TO ITS OBLIGA710N3 UNDER THIS AGREEMEMT.
FURTHER, CUSTOMER IMLL DEFEND, INDEAANIFY AND HOLD HARMLESS VYINDSTREAM FROAA AND AGAINST ALL CLAIeAS ARISING
OUT OF OR IN CONNECTION WP�H (n ANY FAILURE BY CUSTOAAER OR CUSTO�ER'S END USERS TO C06APLY WITH 1M111DSTREAm'S
ACCEPTABLE USE POLICY OR APPLICABLE LAW, OR (II) CLAI�AS OF OVYNERSHIP OR SUPERIOR RIGHTS TO CUSTOA�ER EQUIPMENT
OR OTHER INTELLECTUAL PROPERTY BY A TIiIRD PARTY.
18. Force IIAaJeura Wlndstream shall be exa�sed from, and shall have no Ilabil(ty, including service c�edits, with respect to, arry delay or tailure
ta �rtorm hereunder ceus� by arry everrt be�rond Rs reasonable wntrol, including but not Umfted to, (� cable a�ts or common carrier delays; p�
acrions, failures to act or delays by Customer or others autho� by the Customer to use the Seroice; pl� feliiue of powrer, equlpmerrt, services
or systems not provided by IMndstream including but not Iimited to other providers' networks and ir�teerc�nn�tlans to or from and connectivity wfth
other Irrtemet Senrice Providers' net�roorks; (iv) Customer own� or leased equipmerrt or facilitles (i.e., Custamer's PBX, Local Area Network (LAN);
(v) during arry period 'm which Wlndstream or its ager►ts are not afforded access to the premises where access Ifrtes assoGated wfth the Servic�s are
temtinated or the C�utomer etects rtot to release the Senrices for testlng and/or repelr and the Customer corrtinues to use Services; (v� matrrtenance
(planrted or emergency) or implemerrtaUon of a Customer order that requlres a Senrices irrterruptlon (1Mndstream reserves the dght to schedule
maintenance artd upgrades to the rtetwork seven (� days a week from 12a.m. to 6a.m. in the local tlme zane of the area being brork� on vvithout
prior notice to Customer or upon reasonable advance notice outside these Ume frames); (vi� vuhen a Service Outege has rrot been reported to
Windstream or where there Is a brouble repoRed, but no trouble found; and (vii� lattor difflarltiea, govemmental orders, civii commotlon, acts of God
and other dreumstances beyond Wlndstream's reasoneble crontrol.
79. Disclaimer of Warrantl�. EXCEPT AS OTHER{MSE PROVIDED HEREIN, S�RVICES, EQUIPMENT, AND THE DESIGNATED
CUSTOMER AREA ON WINDSTREAdA'S PREMISES, IF APPLICABLE, ARE PROVIDED ON AN °AS IS" AWD "AS-AVAILABLE° BASIS
WITHOUT WARRANTIES OF ANY fdND, D(PRESS OR IAAPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NOPI-
IIYFRINGE�AENT OR IMPLIED WdRRANTIES OF AAERCHANTABILITY OR FITNE3S FOR A PARTICULAR PURPOSE, WARRANTY ARISING
BY COURSE OF TRADE, COURSE OF DEAIJNG OR COURSE OF PERFORAAANCE, ANY WARRANTY THAT THE SERVICES VYILL
6AEET CUSTOMER'S REQUIREAAENTS OR ANY WARRAMY REGARDING THE QUALITY, CONTENT, ACCURACY OR VALIDITY OF
THE INFORMATION OR DATA RESIDIIYG ON OR PASSING THROUGH OR OVER THE NEIWORK AND ALL SUCH WARRANTIES ARE
HEREBY DISCLAIdIm. WITHOUT LIMITING THE FOREGOING, BROADBAND SPEEDS, UNINTERRUPTED OR ERROR-FREE SERVICE,
TRANS1191SSION QUALIIY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEm. EXCEPT AS EXPRESSLY
PROVIDED IN Yt11NDSTREAM'S PRIVACY POLICY, WINDSTREAM HAS NO OBLIGA710N TO PROVIDE SECURITY OR PROTECTIOPI
FOR CUSTOIIAER'S PRNACY, CONFlDENTIAL INFORMATION OR DATA. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY
dHINDSTREAIN'S EMPLOYEES, A�ENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUST09AER �AAY NOT RELY ON ANY
SUCH INFOReAATION.
20. Emergency. Critical Lln�. CUSTOAAER ACKNOWLEDC3ES THAT CERTAIN SERVICES AAAY NOT PROVIDE ACCESS TO 811 OR
TRANSDAIT THE LOCATION OR EXTENSION IF CUSTOdAER ATTEMPTS TO ACCESS 971 IN AN EMEROEPICY Exampl� indude voica over
Irrtemet protocol (°VoIP', Ce�drex, Allvwrx Reach"" Applicatlon (°Allworx Reach and private brench exchange. Additlonelly, because T1s and
VoIP c�n cease operating during a powrer outage, Customer should have a bastc business or copper Iine for elevator, alarm, E911 and other c�itical
funcUons. When using VoIP service or Allworx ReachT°°, Customer must timely update chang� ta tfielr reyistered locetton for 911 services. By
signing this Agreement, Customer aclmowledges tliat Customer has read this diaclosure. By proc�eding wfth use of Servic�s, Customer assumes all
responsibliity and risk of hartn, loss, or demege in the everrt that 911 accsss fails, is not possible, or d�s not provide the address, correct address,
extension or other fiformatlon to emergency authoritles.
21. AAtscellaneous. (a) Notic;es and Electronic CommunicatlonsAny notice pursuant to this Agr�ment must be in wNUng
and wlll be d�m� pro� glven ff hand dellvered or mailed to Customer at the addr�s populated on CustomePs
proposal or to Wlndstream at Wlndstream, Aftn: Corr�pondence Dlvislon,1720 Galleria Blvd., Charlotte, NC 28270,
�ndstreambusinesscustomersupporf�windsi�eam com or at such other addr� provid�! to the other party. CUSTOMER AGREES THAT
WINDSTREAM MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING WINDSTREAM'S SERVICES;(b) �pplicable LawThis
Agreemerrt is subject to appliceble federal law and the lews of the state In uvhich the Senric�s are provided, without regard to that stete's corrtlict of
lews pdndples. If this Agreement covers multiple states, then it is subjed to Nebraska law, writhout regard to its conflict of law prir�ciples. The parties
agree to submit to the exclusive ju�isdicUon of federal courffi in the state in which the Senric�s are provided (or federal courts in Nebraska, If the
Agreemerrt covers mullti'ple states) so long as diversity and the emourrt in controversy requiremerrts are met, or a federal quesUon is at issue;
PRNATE/PROPRIEfARY
Corrtains Private and/or Propdetary InformaUon. May not be used ar disclosed outside Windstream except pursuant to a written agreement.
� version 06.13.14
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(c) Wafaer of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST D(TENT PERMIITED BY APPLICABLE LAW, APIY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIOATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEHIENT; (d) Stahite af Llmitaatio�No claim may be asserted by efther parly against the other with resped to
arry everrt, ad or omiaslon for which a claim acxrued more than two (2) years prlar to such claim being asserted; the foregoing statute of IimttaUons
is not applicable to billing disputes, wrhich are govemed by the tlmefreme for disputes descrlbed in Sectlon 4; (e) Assi nme er party may assign
this Agreemerrt to an afrilfete or acquirer of all or substarrtially all af its assets without arry advance consent from the other parly, but Customer
shall provlde Windstream wdth notice end complete all paperwork necessary to effectuate arry change In or�nership or ather acco�mt changes.
Othervulse, Customer may not assign its rights and obligattor� under this Agreement wfthout VVindstream's advance wrritten c�r�serrt. Arry attempted
assignmerrt in vialatlon of this provision is wid;(t� Third Perly Beneftdaries: No third perty shall be deemsd a benefldary of this Agreemerrt; (g)
ubP IIGty: Customer agrees that 1Mndstream may publicly disGose thet 1Mndstream fs providing Servic� to Customer and may indude Customers
name in promotional meteNals, including press releases;(h) Waiver. Elther party's failure to enforce arry dght or rem�y available under this
Agreement is not a waiver; (q Severebilitv: : If erry part of this Agreement is held invalid or unenforc�eble, the remainder of this Agreemerrt shall
remain in full fores and e� � Survival: Secttons 96 through 21 sunifve after th(s Agreement ends; (k) Handwritten Changes: Handwritten changas
are not binding on etther party;p) Use of Produc�s in U.S.: Customer actmowledg� that the transfer and use of produ�, services and technical
iriformaUon autside the United States are subJect to U.S. export laws and regulatiorns. Customer shall not use, distribute, Vansfer, or transmft the
products, servic�s or technical iriformatlon (even ff incorporated ir�to other products) exc�pt in compliance w�th U.S. export law�s artd regulatlons.
At Windstream's r�u�t, Customer ahall sign wrtitten assurancc�ss end other export-related documerrts as may be req�red for VVlndstream to
comply w11th U.S. export regulaUons; (m) Represerrtatlon on Authority of Parties/Sgnatories: Each person signing this Agreemerrt represerrts and
wrarrarrts that he or she is duly authorized in accordance with its corporate govemence documents end has legal capac�ty to execute and deliver thls
Agreemerrt. Each parly represerits and warrarrts to the other that tlie execudon and dellvery of the Agr�ment end the perFormance of such perty's
obligatlons hereunder have been duly authorized in accordence with its corporate govemance documer�ts and that the Agreement is a valid and
legal agreement binding on suc� perly and enforceable in acxordance vvtth its terms; (n)Cor�fldentialit�►: Except arhen this Agreemerrt is required to
be flled wmh e govemmentsl authorriy or as may othenaise be requir� by local, state or f�eral fi�eedom of irtFormatlon laws, the partles agree that
this Agreemerrt cordains proprietary and corrtiderrtial irtfvrmation and shall not be disclos� publidy to arry third parly except the such dealer(s) or
agent(s) of Windstream that are rnegotlatlng wtth Customer in order to execute this Agreemerrt.
22. �rvlce Sp�ific Provlslons:
For Dynam/c IP Serv/ces Onfy:
Customer represerrts and uvarrardles that It will Immediately notify and post altemative dialing instructions to its end-users 'rf any restridions or
limitations to access emergency 911 service.a a result irom its adions InGuding but not limlted to: (a) Extending the originaUon of outbound calling
capabili�es of the Dynamic IP service outside of the VMndatream Dynamic IP-servic�able area by means of private draiits, wireless senrice, public
netuvorks, the public Irrtemet or other means; (b) Implemerrting pll routlng schemes within its applic�tlons, systems or netvwrt�s wrhich mey prevent
acxess 4o emergency sen►ic�s; or (c) Implemerrdng pll routing schemes within ft applicatlons, systems or net�aorks wrhich may route outbourtd
emergen�r 911 celis to Public Service /answedng Poirrts (PSAPs) other than the PSAP senridng the celling party end-user location.
Customer agrees to indemnify and hold VVindstream harmless from all Gaims, puses of acdon, damages and judgmerns arising from restrictions
or limitatlons to access emergency 911 services as a result of wstomers actlons or inactlons in ensuring that all 911 dialed calls ere routed to the
proper PSAP using 1Mndstream's dynamic IP service.
For Managed CPE FI►�wall Services Only:
AuthorQaUon to Pertorm Tes�rm. . Certain lawrs and regulatlons prohibit the wauthorized penetraUon of computer netvvorks and systems. Customer
hereby grarrts Wlndstream the authority to access Customer's rreNwrks and computer systems solely for the purpose of providing the Managed
CPE Flrewrall Service. Customer actmo�wledges that the Managed CPE Flrewrell Sen►ice constitutes permitte.d access to Customer networks and
computer systems. In the event orre or more of the IP Addresses Customer gNes to Windstream are assocJated wfth computer systems that are
owm�, managed, and/or hosted by a third parly service pmvider ("HosY�, Customer agrees to: (q notify Windstream of such Host arrangemerrt prior
to the commencemerrt of arry Managed CPE FireHrall SeMce; p� obteln HosYs written consent for 1Nindstream to provide the Managed CPE Freavall
Service on HosYs computer systems, vahich inGudes aclmowrledgemerrt of the risks and acxeptance of the condidons set forth herein; pi� provide
Windstream with a copy of such conserrt, aclmowl�gement and acxeptance; and (iv) fadlttate arry nec�ssary communic�tions and exchanges of
fnformaHon bet�roeen Windstream end Host in connectlan wmh the Managed CPE Firewall Service. Customer agrees to IndemNiy, defend and hold
Windstream and its suppliers harmless from and agalnst any and all clalms, losses, Ilabilitles and damages, Induding reasonable attome�s fees that
arise out of Customer s failure to comply vaith this sectlon. Customer uvill indemniTy end hold Windstream and its suppliers harmless from any and all
third party daims that arfse out of the testlng and evaluaUon of tlie aecurity risks, exposures, and vulnerabillUes of the IP Addresses that Customer
provides. Customer aclmowledges that the Managed CPE Flre�roall Service entail certaln risks including the following possible negative Impacts: ()
excessive log flle disk spece may be consum� due to the exc�ssive number of log messeges gerrereted by the Managed CPE Firewrall Service; (in
pertormance and throughput of natworks and assoclated routers and firewralls may be temporerily degreded; (Ii� d�redation of bandwidth; end (iv)
Customer computer systems may hang or cresh resulUng in temporary system unavailabilriy and/or loss of data.
With regard to any softvvare components of the Firewrall Device, Customer agrees it will not p) use or make arry coples of the soflware; pi) reverse
engineer, decompile, or disassemble the aoftware; (iii) sell, r�ell, trensfer, Iicense, sublicense, or distribute the sofMrare; or (fv) create, uvrtte,
or develop arry derivative soflwrare or other softwrare program that is bas� on such softwere. Customer agrees to indemnify, defend and hold
VlAndstre�m and its suppliers herml�s from and against arry arM ell cleims, losses, IlabiliUes and damages, InGuding reasonable attomey's fees,
which arise out of Customer's failure to comply wfth the foregoing.
Custoaaiea Signatu�e: �
PRNATElPROPRIETARY
Contains Private and/or Proprietary Iriformation. May not be us� or disdosed outside Windstream exc�pt pursuarrt to a wrtitten agreement.
wir�d�tre�rr��
+��r�n�ctir�� ���it�e�s �o b�sir�e�s
AUTHORIZATION TO USE CUSTOMER PROPRIETARY NETWORK INFORMATION ("CPNI") FOR
DEALER CUSTOMERS
In the course of providing service to your company, Windstream Communications, Inc. and its affiliates
("Windstream") will obtain and possess certain usage-related information about the quantity and type
of the communications services your company uses. This information is referred to as customer
proprietary neiwork information ("CPNI"). As a practical matter, CPNI includes information such as the
type of communications services that you purchase from Windstream (e.g., local service, long distance
service, internet service), the features that you purchase (e.g., call waiting, caller ID), and your usage
patterns.
Under federal law, you have the right, and Windstream has the duty, to protect the confidentiality of
your CPNI. We may use your CPNI to tailor our products and services to your needs and to enhance our
ability to meet all of your communications needs by making you aware of products and services that we
believe may be of interest. We also may share this information writh ("Dealer')
for the purpose of marketing/selling Windstream products and services to you, to enhance your current
service with Windstream, and to ensure accurate Dealer compensation. Dealer will not use this
information for the purpose of selling non-communications related products and services.
By signing below, you consent to Windstreams use and sharing of CPNI forthe purposes described
herein and to the persons/entities identified above. You may contact Windstream at 1-877-759-9072 at
any time or visit a local Windstream retail store location to deny use of your CPIVI. Your consent to use
CPNI is valid until revoked and your decision will not affect the quality of service that Windstream
provides to you.
Customer Name: � . t � ��
Customer Signature:
Date: � ' � � � �
NVC001030006 Legal � Regulatory Irrtemetior�al Access
Agreemerrt June 14, 2007: Revision C Page 1 of 1
uvi ndstrearri�
c�era�tn� br��a�a�ss e� baasrn��s
Irrtema�onal Calling Acc�s Agr�eement
At�ntlon Customer. CoMact YUlndstr�m at 1 8�60QbOC�, Optlon 3 for proc�sing
As ir►di� �low, Custamer has r�u�ted thet VYirMstream CommuNcatlor� (°1Mndstream' permit
Customer access to Irrtematlor�al Califng aervice by removing the °blocldng° that
Wir►dsVeam typically appties to this service. C�tomer agrees and aclmowledges that C�tomer shell be
Ilabte for all cherges essoGated wRh Irrtemational CeAing service dial� from the customer premises
or through the use of C�tomePs Wlndstream acx;ourd acc.ess and/or Celling Card codes, regardless of
v�rhether such use (1) Is authorized by C�tomer managemerd; (2) is InfUatecl by C�tomer employees
or thfrd partles; or (3)corBtftutes or irnolves fraudulerrt activity of ar�y netiue. Customer egrees that
VVlndstream assumes rro Ilabilily of arry Idnd wmh respecd to its providing ecc�ss to Irrtematlonal Calling
service vla conriecUons from C�tomer premises and locatlores where C�tomer use.s VNirtdstream
services. Customer shall Indemnify, deferM and hold F�rml�s 1Mndstream ageinst erry and all clairr�
made by the third parly provider of IrrtemeUo�rel Calling service. C�tomer aclmowtledges thet, pursuarrt
to govemmerrt regulatlon, failure to make proper paymerrt to thfrd perty vendors of Irrtemational Califng
servicaa could resun in s��r�lon or InterrupUon of lor�g distarn� artd/or local senrices provided
by 1Mr►dstream.lMndstream assumes no liability of any Idnd wiRh respect to such potenUal service
susper�ior� ar irrterruptlor�.
My infials in the space(s) below indicate that I authorize �ndstream Communications to do
the following:
Initial to Block Intemational Calls
Customer Signature: Prirrted Name: � ���
Accourrt Number. Date: �- / � -�
Main telephone number. '� i",� � - �'�.�;�—�- '°�C� ��
Contact Number. Ticket number.
Company Name: "7`�,:J r,�'r /l� 4�� r�-� ✓ca. �{ l.��S l
Initial if bloGc wrill be removed from all lines (If not,
please specity from which numbers will have the bloGc removed).
PRIVATEIPROPRIETARY
Corheir�a P�ivate and/or Proprtetery Infortnedon. May rwt be used or msdosed
ou�de Windatremn Cormmml[�tlo�m e�pt piumiant to a urritlen agreamerd.
Fex to:1$77-3355508
ADDENDUM
Pablic Reeords: In accordance with Sec. 119.0701, Florida Statu�es, the Contractor
must keep and maintain this Agreement and any other records associated therewith and that are
associa#ed with the performance of the work described in the Scope of Setvices. Upon request,
the Contzactor must provide the public with access to such r�cords in accordance with access and
cost requirements of Chapter 119, F'lorida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work descn�d in the Scope of Services aze not disclosed except as
authorized by la.w. Finally, the Contractor shall retain the rec�rds 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 transfen�i to the Village in a format that is compatible with the Village's information
technology systems.