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Item C01BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 5/15/13 Division: _County Administration Bulk Item: Yes X No _ Department: Information Technology Staff Contact Person/Phone #: Bob Ward 453-8792 AGENDA ITEM WORDING: Approval of a Comcast Enterprise Services Master Services Agreement FL-278919-dkeen for sixty (60) months with Comcast Cable Communications Management, LLC, and associated First Amendment to Comcast Enterprise Services Master Services Agreement No. FL-278919-dkeen outlining the terms and conditions under which the BOCC will purchase offered services from Comcast. ITEM BACKGROUND: The total cost of this contract is reflected as $0 as we are not ordering any specific Comcast services at this time. This agreement covers the terms and conditions that will govern specific services ordered in the future. Any future services that are ordered will be brought to the BOCC for approval and the costs of those services will be properly listed in the agenda item at that time. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATIONS: Approval. TOTAL COST: 0.00 INDIRECT COST: $0.00 BUDGETED: Yes X No DIFFERENTIAL OF LOCAL PREFERENCE: N/A COST TO COUNTY: $0.00 SOURCE OF FUNDS: Primarily Ad Valorem REVENUE PRODUCING: Yes _ No X AMOUNT PER MONTH_0 Year $00 C� APPROVED BY: County Att: OMB/Purchasing Risk Management DOCUMENTATION: Included X Not Required — DISPOSITION: AGENDA ITEM # Revised 7/09 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Comcast Contract # FL-278919-dkeen Effective Date: 05/15/13 Expiration Date: 05/14/18 Contract Purpose/Description: Comcast Enterprise Services Master Services Agreement and First Amendment to Comcast Entelprise Services Master Services Agreement No. FL-278919-dkeen Contract Manager: Bob Ward 8792 Information Technology #26 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 05/15/13 Agenda Deadline: 04/30/13 CONTRACT COSTS Total Dollar Value of Contract: $ 0 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes: 001-05002-530-410- Grant: $ - - - County Match: $ - - - a ADDITIONAL COSTS Estimated Ongoing Costs: $0/yr For: Video, Voice, and Data Services (Not included in dollar value above) (e . maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes ,,/ to I [—] No 4ew �C Division Director . �% /Yes❑ No Risk Management y3• Yes❑ No[V O.M.B./Purchasing q--?6�, -13 Yes❑ No© County Attorney LI l3 Yes❑ Noo -YAA V .rtgz'3 I Comments: OMB Form Revised 2/27/01 MCP #2 Date Out Il(7/6 DocuSign Envelope ID: A2C86EBF-F723-44D7-BE5A-B1A14AD57FAE Amendment No. FL-278919-dkeen/AI FIRST AMENDMENT to Comcast Enterprise Services Master Services Agreement No. FL-278919-dkeen This First Amendment ("Amendment") is concurrently entered into on April 23, 2013 ("Effective Date") in conjunction with the Comcast Enterprise Services Master Services Agreement No. FL-278919- dkeen ("Agreement") by and between Comcast Cable Communications Management, LLC ("Comcast") and Monroe County ("Customer"), individually referred to herein as "Party" and jointly referred to as "Parties". In the event of an explicit conflict between this Amendment and the Agreement, the terms and conditions of this Amendment shall take precedence in the interpretation of the explicit matter in question. Unless otherwise set forth herein, all capitalized terms set forth herein shall have the same meaning as set forth in the Agreement. Whereas, the Parties desire to amend the Agreement by this writing to reflect the amended or additional terms and conditions to which the Parties have agreed to; Now, therefore, in consideration of the mutual covenants, promises, and consideration set forth in this Amendment, the Parties agree as follows: 1. Article 2.4 of the Enterprise Services General Terms and Conditions ("General Terms and Conditions") is hereby modified to read as follows: "Comcast Equipment. At any time Comcast may remove or change Comcast Equipment in its sole discretion in connection with providing the Services. Customer shall not move, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any Comcast Equipment or permit others to do so, and shall not use the Comcast Equipment for any purpose other than that authorized by the Agreement. Comcast shall maintain Comcast Equipment in good operating condition during the term of this Agreement; provided, however, that such maintenance shall be at Comcast's expense only to the extent that it is related to and/or resulting from the ordinary and proper use of the Comcast Equipment. Customer is responsible for damage to, or loss of, Comcast Equipment caused by its acts or omissions, and its noncompliance with this Article, or by fire, theft or other casualty at the Service Location(s), unless caused by the negligence or willful misconduct of Comcast." 2. Article 3.3 of the General Terms and Conditions is hereby modified to read as follows: "Payment of Bills. Except as otherwise indicated herein or in a PSA, Comcast will invoice Customer in advance on a monthly basis for all monthly recurring charges and fees arising under the Agreement. All other charges will be billed monthly in arrears, including without limitation certain usage based charges and third party pass through fees. Payment is due upon presentation of a proper invoice. Payment will be considered timely made to Comcast if received within thirty (30) days after the proper invoice date, however, Customer's account shall provide for a twenty (20) day Grace Period ("Grace Period") immediately subsequent to the thirty (30) day payment remittance period. Any charges not paid to Comcast within such period will be considered past due. If a Service Commencement Date is not the first day of a billing period, Customer's first monthly invoice shall include any pro -rated charges for the Services, from the date of installation to the start of the next billing period. In certain cases, Comcast may agree to provide billing services on behalf of third parties, as the agent of the third party. Any such third - party charges shall be payable pursuant to any contract or other arrangement between the third party and Customer and/or Comcast. Comcast shall not be responsible for any dispute regarding these charges between Customer and such third party. Customer must address all such disputes directly with the third ply" 3. Article 3.5 of the General Terms and Conditions is hereby modified to read as follows: Page 1 of 8 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY AIAN i! DocuSign Envelope ID: A2C86EBF-F723-44D7-BE5A-B1A14AD57FAE Amendment No. FL-278919-dkeen/AI "Credit Approval and Deposits. Initial and ongoing delivery of Services may be subject to credit approval. Customer shall provide Comcast with credit information requested by Comcast. Customer authorizes Comcast to make inquiries and to receive information about Customer's credit history from others and to enter this information in Customer's records. Customer represents and warrants that all credit information that it provides to Comcast will be true and correct. Comcast, in its sole discretion, may deny the Services based upon an unsatisfactory credit history. Additionally, subject to applicable regulations, Comcast may require Customer to make a deposit (in an amount not to exceed an estimated two months charge for the Services) as a condition to Comcast's provision of the Services, or as a condition to Comcast's continuation of the Services. The deposit will not, unless explicitly required by law, bear interest and shall be held by Comcast as security for payment of Customer's charges. Comcast may apply the deposit to any delinquent Customer charges upon written notice to Customer. If Comcast uses any or all of the deposit to pay an account delinquency, Customer will replenish the deposit by that amount within five (5) days of its receipt of written notice from Comcast. If the provision of Service to Customer is terminated, or if Comcast determines in its sole discretion that such deposit is no longer necessary, then the amount of the deposit (plus any required deposit interest) will be credited to Customer's account or will be refunded to Customer, as determined by Comcast. Notwithstanding the foregoing, Comcast acknowledges Customer has passed initial credit requirements and deposits will not be required in regards to Sales Order ID # FL-278919-dkeen-236260." 4. Article 3.8 of the General Terms and Conditions is hereby modified to read as follows: "Disputed Invoice. If Customer disputes any portion of an invoice by the due date, Customer must pay the undisputed portion of the invoice and submit a written claim, including all documentation substantiating Customer's claim, to Comcast for the disputed amount of the invoice by the invoice due date. The Parties shall negotiate in good faith to resolve any billing dispute. Comcast will refund/credit all valid disputes resolved in Customer's favor as of the date the disputed charges first appeared on the Customer's invoice." 5. Article 3.9 of the General Terms and Conditions is hereby modified to read as follows: "Past -Due Amounts. If Customer's account is delinquent, Comcast may refer the account to a collection agency or attorney that may pursue collection of the past due amount and/or any Comcast Equipment which Customer fails to return in accordance with the Agreement. If Comcast is required to use a collection agency or attorney to collect any amount owed by Customer or any unreturned Comcast Equipment, Customer agrees to pay all reasonable costs of collection or other action. The remedies set forth herein are in addition to and not in limitation of any other rights and remedies available to Comcast under the Agreement or at law or in equity." 6. Article 5.3 Section B of the General Terms and Conditions is hereby modified to read as follows: "Notwithstanding Chapter 119 Public Records, F.S., Comcast may delete all applicable data, files, electronic messages, or other information stored on Comcast's servers or systems." 7. Article 5.3 Section C of the General Terms and Conditions is hereby modified to read as follows: "If Customer has terminated the Sales Order prior to the expiration of the Service Term for convenience, or if Comcast has terminated the Sales Order prior to the expiration of the Service Term as a result of material breach by Customer, Comcast may assess and collect from Customer applicable Termination Charges (if any) up to notice of termination;" 8. Article 6.1 Section A of the General Terms and Conditions is hereby modified to read as follows: Page 2 of 8 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY ANW DocuSign Envelope ID: A2C86EBF-F723-44D7-BE5A-B1A14AD57FAE Amendment No. FL-278919-dkeen/Al "THE AGGREGATE LIABILITY OF COMCAST FOR ANY AND ALL LOSSES, DAMAGES AND CAUSES ARISING OUT OF THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PERFORMANCE OF SERVICE, AND NOT OTHERWISE LIMITED HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED DIRECT DAMAGES EQUAL TO THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO COMCAST DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED. THIS LIMITATION SHALL NOT APPLY TO COMCAST'S INDEMNIFICATION OBLIGATIONS AND CLAIMS FOR DAMAGE TO PROPERTY AND/OR PERSONAL INJURIES (INCLUDING DEATH) ARISING OUT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF COMCAST WHILE ON THE CUSTOMER SERVICE LOCATION." 9. Article 7.1 of the General Terms and Conditions is hereby modified to read as follows: "Comcast's Indemnification Obligations. Comcast shall indemnify defend, and hold harmless Customer and its parent company, affiliates, employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) ("Claims") incurred as a result of: infringement of U.S. patent or copyright relating to the Comcast Equipment or Comcast Licensed Software hereunder; damage to tangible personal property or real property, and personal injuries (including death) arising out of the negligence or willful misconduct of Comcast while working on the Customer Service Location." 10. Article 7.2 of the General Terms and Conditions is hereby modified to read as follows: "Customer's Indemnification Obligations. Subject to F.S. 768.28, Customer shall indemnify, defend, and hold harmless Comcast from any and all Claims arising on account of or in connection with Customer's use or sharing of the Service provided under the Agreement, including with respect to: libel, slander, infringement of copyright, or unauthorized use of trademark, trade name, or service mark arising out of communications via the Service; for patent infringement arising from Customer's combining or connection of CE to use the Service; for damage arising out of the negligence or willful misconduct of Customer with respect to users of the Service." 11. Article 9.1 of the General Terms and Conditions is hereby modified to read as follows: "Disclosure and Use. Subject to Chapter 119 F.S., all Confidential Information disclosed by either Party shall be kept by the receiving party in strict confidence and shall not be disclosed to any third party without the disclosing party's express written consent. Notwithstanding the foregoing, such information may be disclosed (i) to the receiving parry's employees, affiliates, and agents who have a need to know for the purpose of performing this Agreement, using the Services, rendering the Services, and marketing related products and services (provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure); or (ii) as otherwise authorized by this Agreement. Each Party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case using a degree of care less than a reasonable degree of care." 12. Article 11.15 is hereby added to the General Terms and Conditions to read as follows: "Non -Appropriation of Funds. In the event Customer is unable to secure funds or if funds are not appropriated by the applicable local, state or federal agency for performance during any fiscal period of the term of a Sales Order, such Sales Order may be terminated ("Termination") by the Customer upon written notification to Comcast, to include a copy of the non -appropriation of funds notification, as of the beginning of the fiscal year for which funds are not appropriated or otherwise secured. In the event Customer terminates a Sales Order under this "Non -Appropriation of Funds" provision, neither Party Page 3 of 8 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY A.5W DocuSign Envelope ID: A2C86EBF-F723-44D7-BE5A-B1A14AD57FAE Amendment No. FL-278919-dkeen/A 1 shall have any further obligation to the other Party, excepting Customer shall be responsible for the payment of any and all unpaid charges for Services rendered and for Comcast equipment, and, any and all unpaid capital expenses incurred by Comcast on behalf of the applicable Sales Order, all of which are to be paid by Customer to Comcast in accordance with Article 3.3 herein. The capital expenses amount set forth hereunder shall be reduced by the total amount of NRC and MRC already paid to Company by Customer under the Agreement at the time of Termination. Customer hereby agrees to notify Comcast in writing as soon as it has knowledge that funds are not available for the continuation of the performance as set forth in the Sales Order, for any fiscal period under the applicable Sales Order Term." 13. Article 11.16 is hereby added to the General Terms and Conditions to read as follows: "Maintenance of Records. Comcast shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained in accordance with Comcast's Records and Information Management Policy. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement." 14. Article 11.17 is hereby added to the General Terms and Conditions to read as follows: "Governing Law, Venue, Interpretation, Costs, and Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, Customer and Comcast agree that venue shall lie in the 16th Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County." 15. Article 11.18 is hereby added to the General Terms and Conditions to read as follows: "Attorney's Fees and Costs. Comcast agree that in the event any cause of action or administrative proceeding the Customer is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs (including such costs through all appellate proceedings) as an award against the non -prevailing party." 16. Article 11.19 is hereby added to the General Terms and Conditions to read as follows: "Public Access. Comcast and Customer shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by Comcast and Customer in connection with this Agreement; and either party shall have the right to unilaterally cancel this Agreement upon violation of this provision by the other." 17. Article 11.20 is hereby added to the General Terms and Conditions to read as follows: "Non -Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Comcast and the Customer in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Customer be required to contain any provision for waiver." Page 4 of 8 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY An5w DocuSign Envelope ID: A2C86EBF-F723-44D7-BE5A-B1A14AD57FAE Amendment No. FL-278919-dkeen/A1 18. Article 11.21 is hereby added to the General Terms and Conditions to read as follows: "Public Entities Crimes. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or Comcast under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, Comcast represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from Customer's competitive procurement activities." 19. Article 11.22 is hereby added to the General Terms and Conditions to read as follows: "Adjudication of Disputes or Disagreements. Customer and Comcast agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. " 20. Article 11.23 is hereby added to the General Terms and Conditions to read as follows: "Nondiscrimination. Comcast and Customer agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Comcast or Customer agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement." Page 5 of 8 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY AM DocuSign Envelope ID: A2C86EBF-F723-44D7-BE5A-B1A14AD57FAE Amendment No. FL-278919-dkeen/AI 21. Article 11.24 is hereby added to the General Terms and Conditions to read as follows: "Covenant of No Interest. Comcast and Customer covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement." 22. Article 11.25 is hereby added to the General Terms and Conditions to read as follows: "Code of Ethics. Customer agrees that officers and employees of the Customer recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information." 23. Article 11.26 is hereby added to the General Terms and Conditions to read as follows: "No Solicitation/Payment. Comcast and Customer warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, Comcast agrees that the Customer shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration." 24. Article 11.27 is hereby added to the General Terms and Conditions to read as follows: "Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the Customer, when performing their respective functions under this Agreement within the territorial limits of the Customer shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the Customer." 25. Article 11.28 is hereby added to the General Terms and Conditions to read as follows: "Comcast agrees to execute such documents as Customer may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. Signature of this Agreement by Comcast shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement." 26. Article 11.29 is hereby added to the General Terms and Conditions to read as follows: "No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Page 6 of 8 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY 05zo DocuSign Envelope ID: A2C86EBF-F723-44D7-BE5A-B1A14AD57FAE Amendment No. FL-278919-dkeen/AI Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement." 27. Article 11.30 is hereby added to the General Terms and Conditions to read as follows: "Insurance. Comcast shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Comcast's failure to purchase or maintain the required insurance, the Comcast shall indemnify the Customer from any and all increased expenses resulting from such delay. A. The coverage provided herein shall be provided by an insurer with an A.M. Best rating of A-, VII or better, that is licensed to do business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall provide prior written notice in accordance with policy provisions to the Customer prior to any cancellation of said coverage. B. Comcast shall obtain and maintain the following policies: a. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. b. Employers Liability Insurance with limits of $1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. c. Comprehensive business automobile liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non -owned vehicles, with One Million Dollars ($1,000,000.00) combined single limit and One Million Dollars ($1,000,000.00) annual aggregate. d. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of Comcast or any of its employees, agents or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with One Million Dollars ($1,000,000) per occurrence and annual aggregate. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. e. Professional liability insurance of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate. If the policy is a "claims made" policy, Comcast shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. f. Customer shall be named as an additional insured with respect to Comcast's liabilities hereunder in insurance coverages identified in Paragraphs C and D. Page 7 of 8 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY AVW DocuSign Envelope ID: A2C86EBF-F723-44D7-BE5A-B1A14AD57FAE \mcndment No. FL-278919-dkeen/Al g. Comcast shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of Comcast if so required by Customer during the term of this Agreement. Customer will not pay for increased limits of insurance for subcontractors. h. Comcast shall provide to the Customer certificates of insurance or a copy of all insurance policies including those naming the Customer as an additional insured. The Customer reserves the right to require a certified copy of such policies upon request. i. If the Comcast participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Comcast may be required to submit updated financial statements from the fund upon request from the Customer." 28. Article 7.2 of the Enterprise Services Product -Specific Attachment for Ethernet Transport Services is hereby modified to read as follows: "A. In the event On -Net Service is terminated following Comcast's acceptance of the applicable Sales Order but prior to the Service Commencement Date, Customer shall pay Termination Charges equal to the costs and expenses incurred by Comcast in installing or preparing to install the On -Net Service. B. In the event that On -Net Service is terminated on or following the Service Commencement Date but prior to the end of the applicable Service Term, Customer shall pay Termination Charges equal to 100% of any remaining unpaid Custom Installation Fees. Termination Charges shall be immediately due and payable upon cancellation or termination and shall be in addition to any and all accrued and unpaid charges for the Service rendered by Comcast through the date of cancellation or termination." IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year written below and the persons signing covenant and warrant that they are duly authorized to sign for and on behalf of the respective Parties. Except as otherwise modified by this Amendment, all other terms and conditions set forth in the Agreement shall remain in full force and effect. Monroe County Comcast Cable Commun� ioAs 1 wIjzement, LLC Signature: Signature: Printed Name: Printed Name: s Title: Title: Svp' Business se Date: Date: 4/ 2 3 / 2013 MONROE COUNTY ATTORNEY APPROVED AS TO FORM: CHRISTINE M. LIMBERT-BARROWS ASSIST4i5l COUNTY ATTORNEY Date Page 8 of 8 Comcast Cable Communications Management, LLC CONFIDENTIAL and PROPRIETARY At'd DocuSign Envelope ID: 2F5FE885-7AD3-4246-849B-BOEOD5FCA3DF COMCAST ENTERPRISE SERVICES MASTER SERVICES AGREEMENT MSA ID#: FL-278919-dkeen MSA Term:60 months Account Name: Monroe County Government CUSTOMER•R • Primary Contact: Bob Ward Primary Contact Address Information Title: Director Address 1: 1200 Truman Ave Phone: (305) 292-3423 Address 2: Cell: City: Key West Fax: State: FL Email: ward_bob@monroecounty-fl.gov Zip Code: 33040 This Master Service Agreement ("Agreement') sets forth the terms and conditions under which Comcast Cable Communications Management, LLC and its operating affiliates ("Comcast") will provide communications and other services ("Services") to the above Customer. The Agreement consists of this fully executed Master Service Agreement Cover Page ("Cover Page"), the Enterprise Services General Terms and Conditions ("General Terms and Conditions"), any written amendments to the Agreement executed by both parties ("Amendments"), the Product -Specific Attachment for the applicable Services ("PSA(s)") and each Sales Order accepted hereunder ("Sales Orders"). In the event of any inconsistency among these documents, precedence will be as follows: (1) this Cover Page (2) General Terms and Conditions, (3) PSA(s), , and (4) Sales Orders. This Agreement shall be legally binding when signed by both parties and shall continue in effect until the expiration date of any Service Term specified in a Sales Order referencing the Agreement, unless terminated earlier in accordance with the Agreement. The Customer referenced above may submit Sales Orders to Comcast during the Term of this Agreement ("MSA Term"). After the expiration of the initial MSA Term, Comcast may continue to accept Sales Orders from Customer under the Agreement, or require the parties to execute a new MSA. The Agreement shall terminate in accordance with the General Terms and Conditions. The General Terms and Conditions and PSAs are located at http://business.comcast.com/enterprise-terms-of-service/index.aspx(or any successor URL).Use of the Services is also subject to the High -Speed Internet for Business Acceptable Use Policy ("AUP") located at http://work.comcast.net/legal/aup.asp (or any successor URL), and the High -Speed Internet for Business Privacy Policy (Privacy Policy") located at http://work.comcast.net/legal/privacy.asp (or any successor URL). Comcast may update the General Terms and Conditions, PSAs, AUP and Privacy Policy from time to time upon posting to the Comcast website. Services are only available to commercial customers in wired and serviceable areas in participating Comcast systems (and may not be transferred). Minimum Service Terms are required for most Services and early termination fees may apply. Service Terms are identified in each Sales Orders, and early termination fees are identified in the applicable Product Specific Attachments. BY SIGNING BELOW, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. Signature: Name: Title: Date: Signature: 96kkfS Sales Rep: Dale Keenan Name: sco T W011te'r 5 Sales Rep Email: dale_keenan@cable.comcast.com Title: svP, Business se Region: Florida APPROVED AS TO FOF Date: 4/24/2013 Division: Central N EY ASSISTANT COUNTY ATTORNEY Date __ V I � DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gave eaGh employee engaged in pFovi6ng the Gommadities GF GORtFaiStUal -_eP.;ir_,er_, that aFe . . . . . . . . . . . . - ftee -m- 1000. 1 0"IN MIN 'm- -ft- - - -• 5. se seRVOGted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fu4y-with the above requirements. It - Respondent's Signature By: Daniel J. Carr, Vice President Date: April 17, 2013 Z A)Y\LaTH 0i- < i?eW#jVfL_\J Maul COMMONWEALTH OF PENNSYLVANIA Notarial Seal William H. Warburton, Notary Public Concord Twp., Delaware County My Commission Expires Feb. 21, 2017 MEMBER, PENNSILVANIA ASSOCIATION Of NOTARIES wo.-WoN, - NOTARY-f --. My Commission Expires: ?�11Zo/7 ETHICS CLAUSE LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA "Comcast Cable Communications Management, LLC" (Company) 11 warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee". , e:_ (Signature) By: Daniel J. Carr, Vice President Date: ti /1-7 l zo 13 COMMONWEALTH OF: Pennsylvania COUNTY OF: Philadelphia Subscribed and sworn to (or affirmed) before me on April 17, 2013 by Daniel J. Carr (name of affiant). He/She is personally known to metes ha ppod cad COMMONWEALTH OF PENNSYLVANIA Notarial Seal William H. Warburton, Notary Public Concord Twp., Delaware County My Commission Expires Feb. 21, 2017 MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES NOTARY PUBLIC My commission expires: Z 21 Zoi7