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2012-33 Analog Telephone & Alarm Lines Service AgreementE • RESOLUTION 2012 -33 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING THE MIGRATION OF THE REMAINING ANALOG TELEPHONE AND ALARM LINES TO WINDSTREAM COMMUNICATIONS AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE NECESSARY SERVICE AGREEMENTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in 2009, the Village migrated its digital data and telephone services to Nuvox Technologies, now doing business as Windstream Communications; and WHEREAS, Village Administration recommends migrating the remaining analog telephone and alarm lines from its current service provider to Windstream Communications at a substantial cost savings to the Village; and WHEREAS, the Village Council determines that the migration of the remaining lines to Windstream Communications is in the best interests of the residents and citizens of the Village of North Pahn Beach NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified and incorporated herein. Section 2. The Village Council hereby approves the migration of its remaining analog telephone and alarm lines to Windstream Communications and authorizes the Village Manager to execute the necessary service agreements with Windstream Communications to effectuate such migration. These new service agreements shall continue to be subject to the prior Amendment to Service Agreement executed by the Village and Nuvox Technologies, Windstream's predecessor in interest. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 26th DAY OF d;lill�t '� hage Seal) =' 11id1;A AT74 ' G A' VILLAGE CLERK wi ndstream. connecting business to business Customer Name: Village of North Palm Beach Install Street Address: 645 PROSPERITY FARMS RD City, State, Zip: N PLM BCH, FL 33408 Main Telephone Number: 561 - 625 -6090 EAN: 4331872 Contact Name: Michael Applegate Proposal ID: 1808597 Account Representative: Brian Wiles Proposal Type: N - New Term: 3 Year (s) Bundled Services Total Qty Total Pr[ Bundled Services Complete Voice WACP -2 1 - - -- Total Bundled Services $59.98 Features Total Voice Services Complete Voice Line -WACP 2 $0.00 Voice Local Features Call Forward Variable 2 $0.00 Caller ID Deluxe w /ACR 2 $0.00 Non Published Listing 1 $3.50 Wide Area Calling Plan 2 $0.00 Miscellaneous Features Paper Billing Fee 1 $2.99 Paper Billinq -1st Month Credit 1 $0.00 Total Features $6.49 Page 1 of 2 Authorized Customer Initial: —L°° Total Monthly Recurring Charges Total Non- Recurring Charges $66.47 -=2.99 In the event the customer makes changes to their services during the initial term of agreement, customer is responsible for maintaining a Minimum Monthly Commitment of 85% of their Total Monthly Recurring Charges. Minimum Monthly Commitment $56.50 Unless an Upsell is specifically indicated above, if this is a change or addition to Services currently received by Customer at the service location listed on this Proposal, this Proposal supersedes the existing Proposal or Service Schedule related to the location. For Upsells, this Proposal only shows the additions or changes to Services provided at the applicable service location. In all instances, the term set forth herein begins upon the earlier of (i) the Installation Date (which may be the date administrative access to certain software -based is granted to Customer); or (ii) 30 days after delivery of the applicable facility 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, for existing customers, any rate or Product changes ('Changes') will be effective at the start of the next billing cycle after the Changes have been made, which could be at least two bill cycles from the date of this Proposal. In the event Customer's Services include fees associated with installing enterprise data products, including but not limited to, Ethernet Internet Service, MPLS, Hosted VoIP, VoIP and Data, Managed Security or Managed Router, and unless a Proposal provides otherwise, fifty percent (50 %) of Customer's non - recurring costs ( "NRCs ") shall be paid by Customer on the Effective Date, prior to Company starting any worts to install the Services. The remaining fifty percent (50 %) of the NRCs shall be paid upon receipt of the first invoice after billing has started pursuant to this Section. Customer's NRCs, if any, will be identified in the Proposal. Authorized Windstream Representative Name: Authorized Windstream Representative Signature: Authorized Customer Name: Authorized Customer Signature: Page 2 of 2 Date: L/ I3y // z Date: wi ndstream® connecting business to business Customer Information Customer Name: Village of North Palm Beach Install Street Address: 901 U "S HIGHWAY 1 City, State, Zip: N PLM BCH, FL 33408 Main Telephone Number: 561 - 626 -0241 EAN: 4331873 Contact Name: Michael Applegate Proposal ID: 1808599 Account Representative: Brian Wiles Proposal Type: N - New Term: 3 Year (s) Bundled Services Total Oty Total Price Bundled Services Complete Voice WACP -4 - - Total Bundled Services $119.96 Features Total City Total Price Voice Services Complete Voice Line -WACP 4 $0.00 Voice Local Features Call Forward Variable 4 $0.00 Caller 1D Deluxe w1ACR 4 $0.00 Non Published Listing 1 $3.50 Wide Area Calling Plan 4 $0.00 Miscellaneous Features Paper Billing Fee 1 $2.99 Paper Billing -1st Month Credit 1 $0.00 Total Features $6.49 Page 1 of 2 n �Q� Authorized Customer Initial: ��L Total Solution Total Price Total Monthly Recurring Charges Total Non - Recurring Charges $12$.45 -$2.99 In the event the customer makes changes to their services during the initial term of agreement, customer is responsible for maintaining a Minimum Monthly Commitment of 85% of their Total Monthly Recurring Charges. Minimum Monthly Commitment $107.48 Unless an Upsell is specifically indicated above, if this is a change or addition to Services currently received by Customer at the service location listed on this Proposal, this Proposal supersedes the existing Proposal or Service Schedule related to the location. For Upsells, this Proposal only shows the additions or changes to Services provided at the applicable service location. In all instances, the term set forth herein begins upon the earlier of (i) the Installation Date (which may be the date administrative access to certain software -based is granted to Customer); or (ii) 30 days after delivery of the applicable facility 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, for existing customers, any rate or Product changes ( "Changes ") will be effective at the start of the next billing cycle after the Changes have been made, which could be at least two bill cycles from the date of this Proposal. In the event Customer's Services include fees associated with installing enterprise data products, including but not limited to, Ethernet Internet Service, MPLS, Hosted VoIP, VoIP and Data, Managed Security or Managed Router, and unless a Proposal provides otherwise, fifty percent (50 %) of Customer's non - recurring costs ( "NRCs ") shall be paid by Customer on the Effective Date, prior to Company starting any work to install the Services. The remaining fifty percent (50 %) of the NRCs shalt be paid upon receipt of the first invoice after billing has started pursuant to this Section. Customer's NRCs, if any, will be identified in the Proposal. Authorized Windstream Representative Name: Authorized Windstream Representative Signature: Authorized Customer Name: Authorized Customer Signature: Page 2 of 2 te: G�%/'L te: windstream. connecting business to business Customer Information Customer Name: Village of North Palm Beach Install Street Address: 501 U *S HIGHWAY 1 City, State, Zip: N PLM BCH, FL 33408 Main Telephone Number: 561 - 863 -9691 EAN: 4331874 Contact Name: Michael Applegate Proposal ID: 1808600 Account Representative: Brian Wiles Proposal Type: N - New Term: 3 Year (s) Bundled Services Total City Total Price Bundled Services Complete Voice WACP -2 1 - Total Bundled Services $59.98 Features Total Qty Voice Services Complete Voice Line -WACP 2 $0.00 Voice Local Features Call Forward Variable 2 $0.00 Caller ID Deluxe w1ACR 2 $0.00 Published Listing 1 $0.00 Wide Area Calling Plan 2 $0.00 Miscellaneous Features Paper Billing Fee 1 $2.99 Paper Billing -1st Month Credit 1 $0.00 Total Features $2.99 Page 1 of 2 Authorized Customer Initial: 44— Total Monthly Recurring Charges Total Non - Recurring Charges $62.97 -$2.99 In the event the customer makes changes to their services during the initial term of agreement, customer is responsible for maintaining a Minimum Monthly Commitment of 85% of their Total Monthly Recurring Charges. Minimum Monthly Commitment $53.52 Unless an Upsell is specifically indicated above, if this is a change or addition to Services currently received by Customer at the service location listed on this Proposal, this Proposal supersedes the existing Proposal or Service Schedule related to the location. For Upsells, this Proposal only shows the additions or changes to Services provided at the applicable service location. In all instances, the term set forth herein begins upon the earlier of (I) the Installation Date (which may be the date administrative access to certain software -based is granted to Customer); or (ii) 30 days after delivery of the applicable facility 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, for existing customers, any rate or Product changes ('Changes') will be effective at the start of the next billing cycle after the Changes have been made, which could be at least two bill cycles from the date of this Proposal. In the event Customer's Services include fees associated with installing enterprise data products, including but not limited to, Ethernet Internet Service, MPLS, Hosted VolP, VoIP and Data, Managed Security or Managed Router, and unless a Proposal provides otherwise, fifty percent (50 %) of Customer's non - recurring costs ( "NRCs ") shall be paid by Customer on the Effective Date, prior to Company starting any work to install the Services. The remaining fifty percent (50 %) of the NRCs shall be paid upon receipt of the first invoice after billing has started pursuant to this Section. Customer's NRCs, if any, will be identified in the Proposal. Authorized Windstream Representative Name: ✓ PAV Authorized Windstream Representative Signature: Date: Authorized Customer Name: Authorized Customer Signature: Date: Page 2 of 2 windstream® connecting business to business August 24, 2011 FF New Customer Customer Name: Village of North Palm Beach Address for service: 645 PROSPERITY FARMS RD City: N PLM BCH Stale: FL f Existing Zip: 33408 Customer Services to be provided at above location unless different address(es) are Indicated on Proposal(s) or Service Schedule. Company's commitment to provide Services is subject to approval of Customers credit, approval of the suitability of Customers premises, and receipt of all paperwork. THIS AGREEMENT is made and entered into as of the day of , 20_ ( "Effective Date ") by and between Customer and the Windslream legal entit(tes) providing the Services to Customer and as identified on Customers bill ("Company). The Parties agree as follows: 1. Term and Renewal.This Agreement and its Proposal(s) and /or Sendoe Schedules ( "Proposals ") incorporated herein by reference ( "Agreement ") are effective on the Effective Dale set forth above 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. Upon expiration of the Term, this Agreement will automatically renew for successive ona•year terms, (each, a "Renewal Term ") until terminated or cancelled pursuant to its terms. 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, installation, labor, repair, long distance, and directory or operator assistance as specified on the Proposal or set forth in Company'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. Company will bill Customer monthly for the Service, payable on recelpl of the bill notice. Billing at a location will begin upon the earlier of (1) the Installation Dale (which may be the date administrative access to certain software -based Services is granted to Customer); or (11) 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, Company 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. If Customer authorizes payment by credit or debit card, then Company will not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing. COMPANY RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING CHARGES ( "MRCS ") ON AT LEAST 30 DAYS' NOTICE AND OTHER RATES AT ANY TIME. 3. Disputes. To dispute a bill, Customer must do so in good faith and deliver to Company In writing the specific basis for such dispute within 30 days after the dale on the bill. If Customer does not follow this dispute process, the dispute shall be deemed waived. Each party has the right to discuss issues directly with the other party and Company may refuse to discuss issues through Customers external representative. 4. Partial Payments; Late Payments. Company may accept any payments Customer marks as being payment in full" or as being settlement of any dispute without waiving any rfghts Company has to collect the full payments from Customer. Customer is responsible for paying all costs and fees Company incurs as a result of collecting Customer's unpaid charges. 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 the maximum rate allowable by law. 5. Credits and Deposits. Customer authorizes Company to ask credit - reporting agencies for Customers credit information. Company may require Customer to submit an Initial security deposit and/or advance paymentand an additional deposit and /or advance paymentand /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 Company at its discretion may apply the deposit to any amount due and unpaid by Customer. 6. Services Location; Moves. Customer Is responsible for providing an environment (hat is suitable for the Services, including equipment that is compatible with Company's network. Customer shall provide Company with the correct address to obtain Services because Company relies on such information to determine which taxes, fees, surcharges and assessments apply to 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 Company if Customer's address changes, in which case Company may either (a) terminate the affected Services; or (b) allow Customer to provide 60 days' advance notice to Company 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 Company will apply the liquidated damages set forth in Section 14 for the terminated location. Charges could apply and monthly fees may be affected for moves. 7. Company- Provided and Owned Equipment. Any equipment installed by Company on Customer's premises that is not the subject of a sale or lease to Customer (such as the CSU /OSU, interface cards, Channel Bank and routers, if applicable) shall remain at all times the property of Company. Equipment shall remain in good condition, Tess normal wear and tear. Company 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 Company for the cost of any necessary repairs. Customer Initials PRIVATE /PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside NuVox except pursuant to a written agreement. windstream@ connecting business to business August 24, 2011 Customer shall provide Company reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. If Company does not have access to Customer's premises within 30 days after Customer terminates with Company, Customer shall reimburse Company for the full purchase price of the equipment as well as any attorney's fees and costs. S. Disconnection of Current Provider; Special Construction; Third Party Charges. Customer Is solely responsible for disconnecting Services with Its current service provider. Company is not responsible for any charges assessed against Customer by such provider. Customer shall pay all charges if Company or a third party provider Is required to extend the demarcation point or undertake special construction for Customer. Unless Company 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 Company shall have no responsibility for maintenance or repair of same. 9. Internet. Company cannot guarantee speeds or uninterrupted, error -free service. Intemet speeds are distance and locallon- sensitive and speed will vary based on factors such as the condition of wiring inside a specific location, computer configuration, network or Internet congestion, the server speed of the Web sites accessed, and other factors. 10. Google. IF CUSTOMER SUBSCRIBES TO GOOGLE SERVICES THROUGH COMPANY, CUSTOMER WILL BE REQUIRED TO COMPLETE A CLICK- THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT http • //www.wlndstream.comllegal/ Google Apps Premier Edition License.pdf PRIOR TO USING THE RELEVANT SERVICES. Company may Cancel Google Services at any time on 30 days' notice and, at Company's option, may either terminate such Google Services altogether or move Customer to a similar platform. in the event that Company or Customer terminates the Google Services or downgrades or cancels Google Services, Customer is solely responsible for downloading all of its lnformalion to Its computer within 30 days. 11. American Recovery and Reinvestment Act (ARRA). Customer must notify Company of all restrictions, requirements and reporting obligations to which Company could become subject pursuant to the ARRA before Company provisions Services to Customer. Customerwill not use ARRA or stimulus funds, grants or loans, In whole or in part, to support Its performance under this Agreement without Company's prior written consent regarding any specifically applicable ARRA terms. If Customer falls to provide such prior written notice to Company of ARRA or stimulus funding or if Company does not consent to the use of such funding, then Company 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 Company. 12. 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: (1) THE TERMS AND CONDITIONS OF THE TARIFFS FILED WITH STATE PUBLIC SERVICE COMMISSIONS; (11) THE FCC OR STATE WEB - POSTED PRICE LISTS OR TERMS AND CONDITIONS (EITHER "PRICE LISTS ") POSTED AT htip:llwindstream.com/documenWdetadffedserVices.pd; (111) FOR INTERNET, THE "ACCEPTABLE USE POLICY" POSTED AThttp: /Avww2. windstream. net/customersul2porVusersgulde /accept/accept htmi AND THE "PRIVACY POLICY" POSTED AT http: //www.v indstream.00m /privacy.aWx; AND (IV) IF CUSTOMER IS OBTAINING CERTAIN VALUE -ADDED SERVICES (1.E., ONLINE BACK UP SERVICES, TECH HELP, ETC), CUSTOMER WILL BE REQUIRED TO CLICK- THROUGH AGREEMENTS RELATED TO THOSE SERVICES (CLICK- THROUGHS) PRIOR TO ACCESSING SUCH SERVICE, WHICH SHALL BE DEEMED PART OF THIS AGREEMENT. This Agreement, the documents incorporated by reference and any Customer Addendums entered between the parties constitute the Parties' entire Agreement. This Agreement and any Addendums hereto 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 Company 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. Company also may execute this Agreement via a veriflable electronic signature. 13. Termination. Either party may terminate this Agreement by providing at least 30 days' notice prior to the end of the initial Term or a Renewal Term or If the other party Is In breach of any material provision of this Agreement and such other party fails to cure within 30 days after written notice. Customers right to terminate for cause Is limited to termination of the affected Services at the affected location only. Company may limit, interrupt or terminate Services Immediately if: (a) after any required notice, Customer has not paid for Services; or (b) Customer uses the Services in an adverse manner that affects Company's network or other customers; or (c) Customer or others have used the Services fraudulently or unlawfully 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' traffic; or (f) 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 Company 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 lo, circumstances in which Company is receiving traffic from Customer that originates from a location other than the local calling area associated with the customer's service location), company 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 Company s discretion for each call [hat 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. Company may restore service if customer corrects the violation and pays all outstanding amounts owed, including restoration charges. For Ethernet Internal Access services and MPLS - Virtual Private NetworkiVirtual LAN Services, Company shall verify the availability of facilities, and In the event that Company determines in its sole discretion that facilities are not economically or technically feasible, Company has the right to terminate this Agreement without liability. 4/ Customer Initials PRIVATEIPROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside NuVox except pursuant to a written agreement. windstream� Y connecting business to business August 24, 2011 14. Effect of Termination. a. Pre - Installation If Customer terminates (his Agreement after the Effective Date but prior to the installation of Service(s), Customer will pay Company a Pre - Installation Cancellation Charge (Cancellation Charge) equal to three months of MRCs except that if Company's costs to other providers are greater than this amount, Customer shall also reimburse Company for such costs. Customer agrees that the Cancellation Charge is a reasonable measure or the administrative costs and other fees incurred by Company to prepare for installation. The Cancellation Charge set forth in this Section 14(a) is In lieu of the charges set forth in 14(b) below for post - installation cancellations. b. Post - Installation- - CUSTOMER UNDERSTANDS 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, IT SHALL PAY TO COMPANY AS LIQUIDATED DAMAGES, NOT A PENALTY, AN AMOUNT EQUAL TO 50% OF THE MRCS MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN - CURRENT TERM OR RENEWAL TERM ( "LIQUIDATED DAMAGES "). if Customer's Proposal includes Monthly Minimum Charges ('MMCs') and Customer terminates or disconnects less than the entirely of its Services such that its actual usage at a location falls below the MMC for that location, Customer will pay the MMC every month in lieu of the liquidated damages set forth above. If Customer's Proposal does not includes MMCs and Customer terminates or disconnects less than the entirely of its Services such that its actual usage at a location falls below 50% of its original contracted rate for that location, Customer will pay 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 Company to the unbundled service rates. 15. Limitation of Liability and Indemnity. FOR PURPOSES OF THIS SECTION, DISCLAIMER OF WARRANTIES, AND EMERGENCY. CRITICAL LINES PROVISIONS, "COMPANY" INCLUDES ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF COMPANY RESELLS SERVICES. COMPANY'S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT WILL NOT EXCEED CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS. IF CUSTOMER'S SERVICE IS INTERRUPTED, COMPANY'S LIABILITY WILL BE LIMITED TO A PRO -RATA CREDIT FOR THE PERIOD OF INTERRUPTION. UNDER NO CIRCUMSTANCES WILL COMPANY 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 COMPANY'S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO, STRIKES, LOCKOUTS, OTHER LABOR UNREST, CABLE CUTS OR COMMON CARRIER DELAYS. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT COMPANY'S LIABILITY AS PROVIDED HEREIN. EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD -PARTY CLAIMS ARISING OUT OF THE INDEMNIFYING PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT. COMPANY IS NOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO COMPANY'S NEGLIGENCE OR GROSS 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 COMPANY NOTIFIES CUSTOMER OF INCREASED USAGE. 16. Disclaimer of Warranties. SERVICES ARE PROVIDED ON AN "AS IS" AND "AS- AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON - INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTIBILITY 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 ORANY 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, TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEED. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY COMPANY'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. 17. Emergency. Critical Lines. CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT PROVIDE ACCESS TO 911110 TRANSMIT THE LOCATION OR EXTENSION IF CUSTOMER ATTEMPTS TO ACCESS 911 IN AN EMERGENCY Examples include voice over Internet protocol, Centrex, and private branch exchange. Additionally, because T1s and VolP can cease operating during a power outage, Customer should have a basic business or copper line for elevator, alarm, E911 and other critical functions. 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 information to emergency authorities_ 18. Confidentiality. Except when this Agreement is required to be filed with a governmental authority, 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 Company that are negotiating with Customer in order to execute this Agreement. 19. Miscellaneous. (a) Notices and Electronlc Communications: Any notice pursuant to this Agreement must be in writing and will be deemed properly given if hand delivered, mailed or faxed to Customer at the address populated above or to Company at Windstream, Attn: Correspondence Division, 1720 Galleria Blvd., Charlotte, NC 28270, Windst reembusinesscusfomerso,2gd@windstream.comor at such other address provided to the other party. CUSTOMER AGREES THAT COMPANY MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING COM Y'S SERVICES; Customer Initials PRIVATE/PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside NuVox except pursuant to a written agreement. wi ndstream® connecting business to business August 24, 2011 (b) Applicable Law: This Agreement is subject to applicable federal law and the laws of the state in which the Services are provided, without regard to that state'soonflict of laws principles. If this Agreement covers multiple slates, then it Is subject to Delaware law, without regard to its conflict of law principles; (c) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. (d) Assignment: Either 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 Company 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 Company's advance written consent; (e) Third Party Beneficiaries: No third party shall be deemed a beneficiary of this Agreement; (f) Waiver: Either party's failure to enforce any right or remedy available under (his Agreement is not a waiver; (g) Severability: If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect; (h) Survival: Sections 14 through 19 survive after this Agreement ends.; (i) Handwritten Changes: Handwritten changes are not binding on either party. IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the Effective Date. COMPANY :CUSTOMER Signature: Signatur Printed Name: Printed Title: ;Title • J (� PRIVATE /PROPRIETARY Contains Private and /or Proprietary Information. May not be used or disclosed outside NuVox except pursuant to a written agreement. Letter of Agency Contact Name: Sales Office: West Palm Beach BTN: Dealer Name: Company Name: ;Sales Rep Name; Brian Wiles 0 Install Address: Order Dale: Current Carrier, Additional BTNs: Authorization to Change Service Provider(s) On behalf of the Company, I hereby authorize Windstream NuVox, Inc. and its affiliates to change my Company's provider(s) for the following services from my current telecommunications carrier(s) to Windstream for each of the telephone numbers listed below (check all that are applicable): Local i Intrastate, IntraLATA Long Distance Service (also known as local toll) e Interstate, InterLATA and International Long Distance Internet j I represent that 1 am at least eighteen years of age. I also represent that 1 am the party identified in the account records of my local telephone company as responsible for payment or that I have the authority to change telecommunications carriers for each of the telephone numbers idenfifed herein. I understand that I have the right to obtain telecommunications services individually. I also understand that I may designate only one local exchange carrier, one intralATA carrier, and one InterLATA carrier per telephone number. l also understand that by checking beside the services listed above that Company's preferred carrier for the selected services will be changed, but only for those numbers set forth below, I understand that the monthly rate plan does not include taxes or applicable regulatory fees. I choose Windstream to act as my agent In order to effectuate the change(s) and authorize Windstream to handle on my behalf all arrangements, Including ordering, changing, and /or maintaining my service, with my local telephone company(s), interexchange carriers, joint user group(s), equipment vendor(s) and consultanl(s). By designating Windstream to act as my agent, I do not permit Windstream to change my service 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 agreement will remain In effect until revoked In writing by the Company, Numbers: I understand that I may consult Windstream Communications, Inc. as to whether a fee applies to change from the Company's current telocommun !cation s c i (s) to Inds m C municalions, Inc. Company Signature: Date: 1 I understand that by signing above, Company's preferred provider for the telecommunications service(s) checked above will be changed for the telephone number(s) specified above. PRIVATE /PROPRIETARY Contains Private and /or Proprietary information. May not be used or disclosed outside NuVox except pursuant to a written agreement. NVC- 0010 -20 -01 Legal & Regulatory - Customer Service Record w i n d s t re a ma Authorization connecting business to business March 5, 2010: Revision F REQUEST FOR RELEASE OF CUSTOMER INFORMATION The undersigned hereby appoints Windstream NuVox, Inc. and its affiliates to act as an agent on its behalf for the sole purpose of obtaining customer information from: (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 specified Billing Telephone Numbers, to Windstream Communications, and to work with and follow Windstream Communications' instructions with reference to the above - mentioned matters. Billing Telephone Number(s): *SIGNATURE: PRINTED NAME: Alle (/ TITLE: COMPANY NAME: Village of North alm Beach COMPANY INSTALLATION ADDRESS: 645 PROSPERITY FARMS RD, N PLM BCH, FL, 33408 DATE: *Signature on this document does not authorize a change in telecommunications providers. PRIVATE /PROPRIETARY Contains Private and/or Proprietary Information. May not be used or disclosed outside NuVox except pursuant to a written agreement.