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SERVICE AGREEMENTSERVICE AGREEMENT This Service Agreement (together with any annexes, addenda and exhibits attached hereto (the "Service Exhibits "), collectively, the Agreement') is entered into by and between FPL FiberNet, LLC. ('FN ") and the customer identified below ( "Customer," and together with FN, °the Parties "). This Agreement shall govern services provided by FN in accordance with, and pursuant to, one or more FN Service (Viers (°SO" or °SOs ") executed by the Parties ("Services °). For the avoidance of doubt, SO's submitted through Customer's registered account on Providees Internet portal and accepted by Provider shall be considered as executed by the Parties. Customer dba name (if any) Address Address City City of Clearwater Angela Aldrich Billing Contact Company Billing Name Toll Free Billing Name Billing Contact Phone 100 S. Myrtle Ave Clearwater, FL ZIP 33756 City of Clearwater 727 - 562 -4656 BY SIGNING BELOW THE CUSTOMER ACKNOWLEDGES AND AGREES: (I) TO ABIDE BY THE TERMS OF THIS AGREEMENT; AND (II) THAT THE PERSON SIGNING BELOW HAS THE AUTHORITY TO BIND THE ABOVE NAMED CUSTOMER TO THIS AGREEMENT. AGREED AND ACC PTED: FN SIGNATUR A DATE Cannall M, } Froz PRINT NA Approved as to form: Leslie K. Dougall Assistant City Atto y CITY OF CLEARWATER, FLORIDA By: Attest: William B. Horne II City Manager Rosemarie Call City Clerk 1. SERVICES a. Customer acknowledges and agrees that the Services may be offered by FN or a third party and are subject to (i) compliance with all applicable laws and regulations; (ti) obtaining any domestic or foreign approvals and authorizations required or advisable; (iii) continued availability of any of the Services in any Jurisdiction, country or to any location; and (iv) continued availability of access lines In any particular jurisdiction, country or location. Customer acknowledges and agrees that FN may elect not to offer the Services In or to any particular jurisdiction, location or country, or may block Services to or from any particular jurisdiction, location or country if FN determines, in its sole discretion, that the continuation of such Service Is not permitted or advisable. b. FN's provision of the Services to Customer and the availability of the pricing, as set forth in the applicable SO, are subject to availability of any required facilities. FN will provide the Services or cause the Services to be provided directly to Customer in accordance with this Agreement, any Service Exhibits attached hereto, and any SO entered into by the Parties. If for any reason FN does not provide some portion of the Services itself, Customer hereby authorizes FN to act as Customer's agent and sole contact with any third party which FN may designate in its sole discretion to provide any portion of the Services directly to Customer. in such an event, FN will present to Customer consolidated invoices for all portions of the Services and remit such payments as are appropriate to any other entity providing any portion of the Services. Customer agrees to direct all inquiries, issues and disputes regarding the Services solely to FN. This Agreement applies only to Services provided to Customer. and shall not apply to offerings by Customer of services to end users. The provision of Services by FN as set forth in this Agreement does not constitute a joint undertaking with Customer for the furnishing of any service or capacity to end users. FN does not undertake in this Agreement to make FN's Services available to any person or entity other than Customer. 2. EQUIPMENT AND FACILITIES. in the event Customer's use of the Services requires FN to provide certain equipment, such equipment will be specified In each applicable Service Exhibit. FN will install certain facilities necessary for the Services, including but not limited to cable, wiring, conduit, racks, telecommunications equipment, electronic equipment, and any associated hardware (collectively, "FN Facilities ") at the premises identified on each SO (the "Premises "). Notwithstanding the foregoing, Customer shall be responsible for all inside wiring installation and related costs required to provide Services to the Customer. Customer hereby grants FN the right to enter the Premises from time to time for installation, repair and /or maintenance, as requested by FN. if the property on which the Premises Is located is owned by a third party, this Agreement shall be expressly contingent upon FN's ability to secure a right of ALL TERMS OF THIS AGREEMENT, INCLUDING PRICING, ARE CONFIDENTIAL AND PROPRIETARY INFORMATION OF FN CUSTOMER'S INITIALS tot entry onto said property to provide the Services. Customer agrees to assist FN in obtaining the right to Install the FN Facilities on any Premises owned by a third party. Customer will promptly notify FN of any known or threatened damage to FN Facilities. Customer will not relocate, repair, or disturb FN Facilities without FN's prior written consent 3. INSTALLATION. FN will notify Customer upon completion of Installation of the Services and will request Customer's participation in promptly testing the Services. Customer may elect to participate with FN in testing the Services. The Services will commence upon completion of FN's testing of the Services (with or without Customer's participation) or two (2) business days after FN's installation of the Service and five (5) business days after FN's installation of the Service In the case of dedicated Internet access services, and such date shall hereinafter be referred to as the 'Service Commencement Date; provided, however, that any commercial use of the Service by Customer shall accelerate the Service Commencement Date to such date of usage. Actions by Customer that unreasonably prevent or delay installation or testing shall not be construed to create a Default by FN or give rise to any SLA credits. Notwithstanding anything to the contrary in this Agreement, if Customer terminates any SO between the date of acceptance thereof by FN and the Service Commencement Date, Customer shall reimburse FN for its costs incurred in its efforts to provide the Services identified in the terminated SO. Such costs shall include without limitation (i) any costs assessed by a third party provider contractually obligated to provide any portion of the Services; (it) costs of obtaining rights of entry necessary to provide the Services to Customer's premises; (iii) actual costs of Internal personnel actively involved in FN's attempt to provide the Services (including appropriate allocations of benefit and overhead charges in addition to base salary/wages); and (iv) any other or additional costs paid to third parties which arose out of or in the course of FN's efforts to provide the Services identified in the terminated SO. 4. TERM. The term of this Agreement ( "Service Term ") shall commence on the date of the last stgnature set forth above and shall remain In effect until terminated by either Party upon thirty (30) days written notice or until terminated under Section 10. In the event that the Service Term is terminated or expires while Service is still being provided under any SO, the Service Term shall automatically bo deemed extended for the duration of the provision of such Service, but during such extension Customer shall not be entitled to submit new SOs, or extend the term of any existing SOs without the prior written consent of FN. In the event that an SO expires during the Service Term and the Service Order term Is not renewed by mutual consent of both partles, then the SO shall renew on a month -to -month basis until the end of the Service Term unless canceled by either party upon thirty (30) days written notice. 5. PAYMENT. Customer agrees to pay all usage based billing along with any monthly recurring charges ( "MRCs "), Non Recurring Charges ( "NRCs ") and Monthly Volume Commitment ( "MVC ") set forth In each SO (collectively, "Service Charges "). Customer shall be responsible for and agrees to pay all applicable federal, state and local taxes, fees, assessments, surcharges or additional charges imposed by any regulatory or quasi - regulatory authority. Customer and Provider shall cooperate In taking all reasonable actions necessary to minimize, or to qualify for exemptions from, any such taxes, duties or liabilities, inctuding the furnishing of a universal service waiver form . The MRCs will accrue beginning on the Service Commencement Date (or such earlier date as the Customer and FN may agree upon In writing), and will be billed monthly In advance. The MRCs will be billed In the first invoice as a nonrecurring fee. The MVC will be billed each month that a short fall exists between the actual usage billed and the MVC agreed to in each SO. Payments shall be made by electronic transfer as mutually agreed, and are due no more than thirty (30) days after the date of the Invoice. Interest will accrue on past -due balances at one and one - quarter percent (1.25 %) per month. If Services are discontinued as a result of nonpayment of fees and subsequently reconnected, Customer will be required to pay a reconnection fee In addition to applicable interest Customer shall provide FN with credit Information as requested, and delivery of Service le subject to FN's credit approval in its sole discretion. FN may require Customer to make an advance payment of one (1) month's MRCs before Service is provided. As a condition to FN's acceptance of any SO or as a condition to FN's continuation of Service, FN may, at any time, also require Customer to provide: (1) a cash deposit, or (11) another form of payment assurance acceptable to FN (e.g., a letter of credit). At such time as the provision of Service to Customer 1s terminated, the balance of any cash deposit (not otherwise credited against any amounts owed to FN) will be refunded, together with any interest on such cash deposit at the prevailing rate required by law. 6. BILLING DISPUTES. All Bona Fide Disputes (as defined below) along with complete documentation must be submitted in writing together with payment of all amounts due or, alternatively, if Customer has already paid its invoice, Customer shall have sixty (60) calendar days from invoice date to give notice of a Bona Fide Dispute regarding such invoice, and documentation thereof, otherwise such invoice will be deemed correct. Notification and complete documentation of a Bona Fide Dispute must be sent to: FPL FiberNet, LLC, 9250 W. Flagler St.; Miami, FL 33174, Attn: ACCOUNTS RECEIVABLE. An amount will not be considered in dispute" until Customer has provided FN with written notification and complete documentation of the Bona Fide Dispute, and the parties will promptly address and attempt to resolve the claim. FN may, in good faith and in its sole discretion, request additional supporting documentation or reject Customer's Bona Fide Dispute as Inadequate. If FN rejects such Bona Fide Dispute, FN will so notify Customer. If FN determines that the Customer Is entitled to credits or adjustments for Service outages pursuant to provisions of applicable Service Exhibits then FN will credit Customer's Invoice for such amount on the next appropriate billing cycle. As used herein, a "Bona Fide Dispute" means a good faith assertion of a right, claim, billing adjustment or credit which Customer reasonably believes it Is entitled to under the Agreement. A Bona Fide Dispute shall not Include actual calls made by Customer or unauthorized third parties (e.g., fraudulent calls). 7. SUPPORT AND MAINTENANCE. FN will provide support and maintenance to Customer in accordance with the Support and Maintenance Terms ( "SLA(s) ") set forth in the applicable Service Exhibit(s) related to each specific Service (which may be amended from time to time). SLA credits due to Customer shall first be deducted from any past due amount owed FN. Application of credits by FN shall not waive Customer's obligation to pay any remaining balances or future amounts. 8. WARRANTY AND LIMITATIONS. a. FN warrants that the Services will meet the specifications set forth In the SOs and any associated Service Exhibit(s). If the Services fail to meet such specifications, FN will provide support and maintenance to Customer in accordance with each SLA. Each SLA will be effective on the first day of the month following the Service Commencement Date. b. THE CREDIT CALCULATIONS SET FORTH IN THE SLA SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY BREACH BY FN OF A WARRANTY CONTAINED HEREIN OR ANY INTERRUPTION OR FAILURE OF THE SERVICES TO MEET THE SPECIFICATIONS. THE TOTAL AMOUNT OF CREDIT THAT WILL BE EXTENDED TO CUSTOMER AS A RESULT OF FN's FAILURE TO MEET AN SLA SHALL BE LIMITED TO 100% OF ONE (1) MONTH'S MRCs FOR ANY SINGLE MONTHLY BILLING PERIOD. c. EXCEPT AS SET FORTH IN THIS SECTION 8, FN MAKES NO WARRANTIES REGARDING THE SERVICES, FACILITIES OR EQUIPMENT PROVIDED HEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES WITH RESPECT TO ANY SERVICES, FACILITIES OR EQUIPMENT PROVIDED PURSUANT TO THiS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONiNFRINGMENT, ARE EXPRESSLY DISCLAIMED. 9. LIMITATION OF LIABILITY. THE LIABILITY OF FN (OR ANY OTHER SERVICE PROVIDER FURNISHING ANY PORTION OF THE SERVICES) FOR ANY INTERRUPTION OR FAILURE OF ANY SERVICES FURNISHED PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO CREDITS DESCRIBED IN SECTION 8(b) ABOVE, AND IN NO EVENT SHALL EN'S LIABILITY FOR ANY CLAIM, LOSS OR EXPENSE UNDER THIS AGREEMENT EXCEED THE SUMS ACTUALLY PAID TO FN FOR THE SERVICES GIVING RISE TO SUCH CLAIM, LOSS OR EXPENSE. NO ACTION OR PROCEEDING AGAINST FN SHALL BE COMMENCED MORE THAN ONE YEAR AFTER THE SERVICE IS RENDERED. FN SHALL NOT BE LIABLE FOR ANY INTERRUPTION CAUSED BY ANY ACT OR OMISSION OF ANY OTHER SERVICE PROVIDER FURNISHING ANY PORTION OF THE SERVICES. FN SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES DUE TO THE FAULT OR NEGLIGENCE OF CUSTOMER, CUSTOMER'S FAILURE TO FULFILL ITS OBLIGATIONS, OR DUE TO THE FAILURE OR MALFUNCTION OF CUSTOMER - PROVIDED EQUIPMENT OR FACILITIES. FN SHALL NOT BE LIABLE FOR ANY DAMAGE TO CUSTOMER'S PREMISES UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FN'S AGENTS OR EMPLOYEES. NEITHER FN NOR ANY OTHER SERVICE PROVIDER FURNISHING ANY PORTION OF THE SERVICES SHALL BE LIABLE OR RESPONSIBLE FOR ANY FRAUDULENT OR UNAUTHORIZED CALLS ORIGINATING FROM CUSTOMER'S PREMISES OR THE SERVICES, OR FOR ANY ERRORS OR OMISSIONS OF DIRECTORY LISTINGS. IN NO EVENT SHALL EITHER PARTY, OR ANY OF FN's SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED (INCLUDING NEGLIGENCE OR TORT) ARISING OUT OF THIS AGREEMENT, OR ANY SERVICES, FACILITIES OR EQUIPMENT PROVIDED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT THE AMOUNTS PAYABLE HEREUNDER BY CUSTOMER ARE BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS SHALL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CUSTOMER OBLIGATION TO PAY NRCS AND MRCS, OR EARLY TERMINATION CHARGES CONSTITUTES THE PAYMENT OF CONTRACT OBLIGATIONS OR DIRECT DAMAGES AND iS NOT AFFECTED BY THE LIMITATION IN THIS SECTION. FOR THE AVOIDANCE OF DOUBT, BOTH PARTIES ACKNOWLEDGE AND AGREE THAT ALL THIRD - PARTY DAMAGES FOR WHICH THE OTHER PARTY HAS AN INDEMNITY OBLIGATION UNDER THIS AGREEMENT ARE DIRECT DAMAGES OF THE INDEMNIFIED PARTY FOR PURPOSES OF THIS SECTION. 10. TERMINATION. If either party defaults in the performance of any material provision of this Agreement then the non - defaulting party may seek any and all remedies available at law and /or equity, except to the extent any such remedy is specifically limited or prohibited by this Agreement, and may give written notice to the defaulting party that if the default Is not cured within ten (10) days On the case of a payment default by Customer) or thirty (30) days (in the case of a non - monetary default by either party) the Agreement will be terminated. If the non - defaulting party gives such notice and the default Is not cured during the applicable cure period, then the Agreement shall automatically terminate at the end of that period. FN may suspend the Services between such time that Customer receives a notice of monetary default and such time that Customer cures said default. If FN terminates this Agreement at any time as a result of any uncured default of the Customer or N Customer terminates Service following the Service Commencement Date in a manner not permitted hereunder, Customer shall pay, as liquidated damages and not as a ALL TERMS OF THIS AGREEMENT, INCLUDING PRICING, ARE CONFIDENTIAL AND PROPRIETARY INFORMATION OF FN 2 CUSTOMER'S INITIALS M'° penalty, the sum of the following: (1) 100% of any remaining Service Charges for the remaining months of the Service Term plus (ii) all past due batances due under the Agreement and any charges of a third party provider providing any portion of the Services. 11. RESTRICTIONS ON USE. Customer agrees that It shall abide by FN's Acceptable Use Policy, as may be perlodicaly revised by FN. Notwithstanding any contrary provision herein, FN reserves the right to suspend Service or terminate thls Agreement without notice, written or otherwise (1) anytime FN has the right to terminate the Agreement; (it) whenever required to protect FN's network or facilities; and/or (ill) whenever the Service is used for Illegal purposes or otherwise In violation of FN's Acceptable Use Policy (AUP), which is posted on FN's website www.fplflbernet.com. By executing this Agreement, Customer agrees to the terms of the AUP. 12. INDEMNIFICATION. Customer agrees to indemnify and hold harmless FN, its parent, their affiliates and their officers, agents, employees, contractors, subcontractors, suppliers, invitees and representatives ( "FN Entities "), from and against any and all third party claims of loss, damages, liability, cost and expenses (including reasonable attorneys' fees and expenses) to the extent any such claim Is asserted against the FN Entitles, directly or indirectly, by reason of or resulting from any Customer failure to perform an obligation under this Agreement or any action or inaction of Customer or its employees or agents that Is illegal or constitutes negligence or Intentional misconduct. in addition, Customer agrees to indemnify FN Entitles from any and all third party claims of damages, liability, costs and expenses (including reasonable attorneys' fees and expenses) arising from use of Services by Customer or its end users and/or any violation of FN's Acceptable Use Policy, regardless of whether done with Intent or knowledge. 13. FORCE MAJEURE. FN's ability to provide the Services may be impeded by events or actions outside of FN's reasonable control, including, without limitation, acts of God, floods, tires, hurricanes, earthquakes, acts of war or terrorism, fiber cuts, labor actions, failure of third -party suppliers, criminal and unlawful acts of third parties, changes In applicable laws and regulations, or any similar actions or events (Force Majeure "). FN shall not be responsible to Customer for any failure to provide the Services due to a Force Majeure. Customer shall not be liable for Service Charges during any Force Majeure period in which FN is unable to provide Services. 14. NOTICES. Notices required by this Agreement shall be made In writing and delivered by hand delivery or the USPS addressed to the addresses set forth on the SO, postage or delivery charges pre -paid. Notice shall be deemed given upon delivery, if delivered by hand; four (4) business days after being deposited In the U.S. Mall as first- class; or one (1) business day after depositing with a nationally recognized overnight delivery service. 16. ASSIGNMENT. This Agreement shall be binding upon the parties and their respective successors and assigns. Customer shall not assign or otherwise transfer its rights hereunder or any Interest herein without the prior written consent of FN, which consent shall not be unreasonably withheld; provided, however, nothing in this paragraph shall preclude FN from conducting a credit review of any proposed assignee using non - discriminatory creditworthiness criteria. 16. THIRD PARTY BENEFICIARIES. Except as set forth In Sections 1 and 10 herein, this Agreement is intended solely for the benefit of the Parties hereto and nothing contained herein shall be construed to create any duty to, or standard of care with reference to, or any liability to, or any benefit for, any Person not a Party to this Agreement. 17. ARBITRATION /GOVERNING LAW/ WAIVER OF JURY TRIAL. All claims arising out of this Agreement shall be resolved by arbitration In accordance with rules mutually agreed upon between the Parties. The arbitrator shall not be authorized to award punitive damages or other damages limited hereunder. The arbitration will be held in Miami, FL. Notwithstanding the foregoing, claims for preliminary injunctive relief may be brought in a state or federal court in the United States as set forth below. if either party notifies the other that It intends to request an arbitration proceeding, Customer shall promptly place all disputed and withheld amounts, If any, on an on -going basis with an Independent third party escrow agent designated by FN, pursuant to a mutually agreeable escrow agreement. FN reserves the right to suspend provisioning of the Services or terminate the Agreement pursuant to Section 10 If Customer falls to comply with the above escrow obligation. This Agreement shall be governed and construed In accordance with the laws of the State of Florida, without giving effect to its conflict of law principles. Any disputes resulting In litigation between the Parties shall be conducted In the state or federal courts of the State of Florida. Proceedings shall take place In the Circuit Court for Dade County or Palm Beach County, Florida, the United States District Court for the Southern District of Florida, or such other Florida location or forum all at FN's election. IN ANY LITIGATION ARISING FROM OR RELATED TO THiS AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION I5 A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. 18. ATTORNEYS' FEES. In the event of any arbitration or other legal action filed In relation to this Agreement, the prevailing party shall be entitled to recover from the non - prevailing party reasonable attorneys' fees and reasonable court or arbitration costs. 19. REGULATORY CHANGES. In the event of any change In applicable laws, regulations, decisions, rules or orders issued by the Federal Communications Commission, a state Public Utility or Service Commission, a court of competent jurisdiction or other governmental or quasi - governmental entity (a "Regulatory Requirement") that materially Increases the costs of Services provided by FN, FN reserves the right to pass any such increased costs through to Customer as a rate Increase. FN shall provide written notice of any such rate change no less than thirty (30) days prior to such rate change. If any Regulatory Requirement has the effect of canceling, changing or superseding any material term with respect to the delivery of Services (other than changes which are the subject of a rate increase as described in the foregoing sentence), then this Agreement will be deemed modified In such a way as the parUes mutually agree is consistent with the form, intent and purpose of this Agreement and is necessary to comply with the Regulatory Requirement. If the parties cannot agree to modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement Is effective, then either party may terminate this Agreement and/or any SO impacted by the Regulatory Requirement effective as of the date of such party's written notice to the other party. 20. NON - DISCLOSURE; CPNI. a. The provisions of this Agreement (including, but not limited to, pricing) are considered proprietary and confidential by the parties hereto, and as such are not to be released to third parties except as may be required by law or as may by necessary to permit FN to perform its obligations hereunder. No Party, without the other Party's specific prior written consent, shall disclose to any third party any information supplied to it by the other which has been designated as CONFIDENTIAL or PROPRIETARY or PRIVATE ('Proprietary Information') to the extent such information is not required to be disclosed pursuant to any applicable Public Records Laws of the State of Florida and (I) is not otherwise generally available to the public, (II) has not been independently developed by the receiving Party, or (lit) has not previously been known by or disclosed to the receiving Party by a third party not bound by confidentiality restrictions. Proprietary information shall only be disclosed to those of its employees, affiliates, and representatives (collectively, Representatives') who have a need for it in connection with the use or provision of Services required to fulfill this Agreement. Prior to disclosing Proprietary Information to its Representatives, the disclosing Party shall notify such Representative(s) of their obligation to comply with this Agreement If a receiving Party is required by any governmental authority or by applicable law to disclose any Proprietary Information, then such receiving Party shall provide the disclosing Party with written notice of such requirement as soon as possible and prior to such disclosure to enable the disclosing Party the opportunity to seek appropriate protective relief. b. In the course of providing Service io Customer, FN will obtain and possess certain usage - related information about the quantity and type of the telecommunications services Customer uses ( "CPNI'). Under federal law, Customer has the right, and FN has the duty, to protect the confidentiality of Customer's CPNI. FN agrees to protect the confidentiality of Customer's CPNI during the term hereof, or for such Longer period as may be required under applicable taw. FN may use, disclose, and share CPNI for the purpose of provisioning the Services purchased under this Agreement and as permitted by law. To the extent the undersigned Is a dealer -sold customer, FN may use and share CPNI for the purpose of marketing communications - related products and services to Customer as set forth in FN's CPNI Opt -In Notice. FN reserves the fight to Intercept and disclose any transmissions over FN's Facilities to protect its rights or property or pursuant to court order or subpoena. 21. MISCELLANEOUS. This Agreement, along with all SOs, Exhibits, and any amendments signed by both parties, as well as any applicable Tariff(s), shall constitute the parties' entire understanding related to the subject matter hereof and shall supersede all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein, and references herein to this "Agreement" include all such terms forming the Parties' understanding. In case of conflict between or among documents attached to or forming a part of this Agreement, the following order of precedence shall apply: the terms set forth herein shall control over any Exhibit or SO, and any specific information in a SO shall prevail over any Exhibit as to that Service with respect to price, SO Term, Service locations and other Service - specific terms contained in the SO. The terms of any Customer purchase order shall have no bearing on this Agreement. The terms of this Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any third party. My provision that is prohibited in any Jurisdiction shall, as to each jurisdiction, be ineffective to the extent of such prohibition without invalidating the remaining provisions hereto or affecting the validity of such provisions in any other jurisdiction. The failure of either party to enforce any right available to it with respect to any breach or failure by either party shall not be construed to be a waiver of such right with respect to any other breach or failure. Customer warrants that It has the right and authority to enter into and perform its obligations under thls Agreement In addition to all other contract reauirements as provided by law. the contractor executing this agreement agrees to complv with public records law specifically to a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service being provided by the contractor hereunder. ALL TERMS OF THIS AGREEMENT, INCLUDING PRICING, ARE CONFIDENTIAL AND PROPRIETARY INFORMATION OF FN 3 CUSTOMER'S INITIALS b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided for In Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records In possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. e) The contractor hereby acknowledges and agrees that If the contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract.. ALL TERMS OF THIS AGREEMENT, INCLUDING PRICING, ARE CONFIDENTIAL AND PROPRIETARY INFORMATION OF FN 4 CUSTOMER'S INITIALS Chase, Susan From: Defeo, Thomas [Thomas.Defeo@FPLFiberNet.comj Sent: Wednesday, August 12, 2015 3:14 PM To: Cook, Kristina Subject: FPL Fiber Net - DIA - Service Kristina, Thank you for the call today. As we discuss below are the contract acceptance and expiration dates for the Dedicated Internet Access (DIA) service we are providing to the City of Clearwater. Please review and let me know if you need anything else at this time. Thank you. Customer account 500801 Name City of Clearwater Thomas J. DeFeo Enterprise Sales Representative 717 US Hwy 301 South Tampa, FL 33619 www.folfibernet.com (C) 813 - 523 -0091 thomas.defeo(a.fpl.com Your Connection. Our Responsibility. FiberNet Circuit ID FN Number Location Id Accepted Expiration Date FN20131115- 104479 00002 CLWSFLQRHO3 9/15/2014 7/2/2019