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Agenda 11/15/2016 Item #16E10 16.E.10 11/15/2016 EXECUTIVE SUMMARY Recommendation to award ITB #16-6665 IT Communication Services: Voice & Data to Century Link, waive minor irregularities in the bid process, and authorize the Chairman to execute the Contracts. OBJECTIVE: To provide competitive rates, terms, and conditions for use as needed by County Departments for Information Technology Division(ITD)related services. CONSIDERATIONS: The Information Technology Division (ITD) provides and manages voice and data communication services for Board facilities. These contracts provide access to a wide range of voice and data services for Board facilities. The Procurement Services Division advertised ITB#16-6665 on June 9, 2016, soliciting bids for Voice and Data Services. Notices were e-mailed to 566 firms; 78 packages were downloaded and six (6) bids were submitted. Five of the six bids were deemed non-responsive for not submitting pricing for the required core 14 line items. The bids were evaluated by the Information Technology Division(ITD) and staff recommends awarding to Century Link. Staff also recommends an additional solicitation to procure a second firm for backup internet services. Staff is also requesting that the Board of County Commissioners waive the following minor irregularities in ITB#16-6665: (1) The intent was to award to Primary Secondary, etc. vendors, subsequently only one firm was responsive and responsible. Therefore, Staff is recommending procuring a secondary firm for backup internet services and will procure through a separate solicitation. (2) The intent was to award for one year with nine one-year renewal periods. Once pricing was reviewed it was determined that the best value to the County would be to award for an initial 36 month term with seven one-year renewal options. FISCAL IMPACT: Funding for these contracts will come from appropriated operating or capital funds from agency divisions/departments that require additional Communication Services. Historically, the various divisions/departments in Collier County have spent $400,000.00 annually utilizing the Information Communication Services for Voice and Data contract. Information Technology Division (ITD) expects the annual amount to increase due to increased requirements for services. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires majority vote for approval. -CMG RECOMMENDATION: That the Board of County Commissioners awards ITB #16-6665, "IT Communication Services: Voice and Data"to Century Link,waives minor irregularities in the solicitation process,and authorizes the Chairman to execute the County Attorney approved Contracts. Prepared By: E.Mark Fowski,Network Operations Manager, Information Technology Division ATTACHMENT(S) 1. 16-6665 Voice Data Solicitation (PDF) Packet Pg 1331 16.E.10 11/15/2016 2. [Linked] 16-6665 Century Link Proposal (PDF) 3.Centurylink Custom Cover Agreement(1) (PDF) 4. Centurylink loyal advantage agreement(3) (PDF) 5.REVISED 16-6665 Award on core lines bid 11 2 16 (PDF) 6. 16-6665 Attachment A Century Link (PDF) Packet Pg. 1332 16.E.10 11/15/2016 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.10 Item Summary: Recommendation to award ITB #16-6665 IT Communication Services: Voice & Data to Century Link, waive minor irregularities in the bid process, and authorize the Chairman to execute the Contracts. Meeting Date: 11/15/2016 Prepared by: Title: Manager-Network Operations—Information Technology Name: Mark Fowski 11/03/2016 11:22 AM Submitted by: Title: Division Director-Information Tech—Information Technology Name: Mike Berrios 11/03/2016 11:22 AM Approved By: i i Review: 0 Procurement Services Lissett DeLaRosa Level 1 Purchasing Gatekeeper Completed 11/03/2016 12:11 PM Administrative Services Department Pat Pochopin Level 1 Division Reviewer Completed 11/03/2016 1:45 PM Procurement Services Sandra Herrera Additional Reviewer Completed 11/03/2016 2:00 PM Procurement Services Ted Coyman Additional Reviewer Completed 11/03/2016 2:03 PM Administrative Services Department Len Price Level 2 Division Administrator Review Completed 11/03/2016 5:12 PM County Attorney's Office Colleen Greene Level 2 Attorney Review Completed 11/04/2016 9:00 AM Office of Management and Budget Laura Wells Level 3 OMB Gatekeeper Review Completed 11/04/2016 9:30 AM Office of Management and Budget Laura Wells Additional Reviewer Completed 11/04/2016 9:30 AM County Attorneys Office Jeffrey A.Klatzkow Level 3 County Attorney's Office Review Completed 11/04/2016 9:55 AM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 11/09/2016 11:57 AM Board of County Commissioners MaryJo Brock Meeting Pending 11/15/2016 9:00 AM 1 Packet Pg. 1333 16.E.10.a Co ier County Administrative Services Department Procurement Services Division INVITATION TO BID Date: June 9, 2016 From: Brenda Brilhart, Procurement Strategist (239) 252-8446 (Telephone) Co- to (239) 252-6697 (FAX) brendabrilhart@colliergov.net (Email) N To: Prospective Vendors cn Subject: Solicitation: ITB 16-6665 Communication Services: Voice & Data 0 .1771As requested by the Information Technology Division, the Collier County Board of County Commissioners Purchasing Department has issued this ITB for the purpose of obtaining fair and competitive responses. ti Please refer to the Public Notice included in this document for the opening date and time and any applicable pre-ITB conference. o All questions regarding this ITB must be submitted online on the Collier County Purchasing Department Online Bidding System website: www.colliergov.net/bid. All in responses to questions will be posted on the website with electronic notification to all prospective vendors. We look forward to your participation in Collier County's competitive procurement > 111 process. CD cc: Mike Berrios, IT Director 0 E Q Pmczaement Nice•3327 Tamsami Trail East•Naples,Florida 34112-4901•239-252-PA07•ew,v_m0Eiergov net,'procurementservices ITB 16-6665 Communication Services Packet Pg. 1334 16.E.10.a Invitation to Bid Index Public Notice 3 Exhibit I: Scope of Work, Specifications and Response Format 4 Exhibit II: General Bid Instructions 7 co Exhibit III: Standard Purchase Order Terms and Conditions 12 to Exhibit IV: Additional ITB Terms and Conditions 15 tn Attachment 1: Vendor Submittal -Vendor's Non-Response Statement 21 Attachment 2: Vendor's Check List 22 c 0 Attachment 3: Vendor Submittal - Bid Response Form 23 0 Attachment 4: Vendor Submittal — Local Vendor Preference Affidavit 26 E E Attachment 5: Vendor Submittal— Immigration Affidavit 27 0 Attachment 6: Vendor Substitute W—9 28 v to Attachment 7: Vendor Submittal - Insurance and Bonding Requirements 29 N C 0 0 O Cn R3 w as 0 d U_ O 0 co to O C C a) E L U 4-4- r.+ Q ITB 16-6665 Communication Services Packet Pg. 1335 16.E.10.a Co(iier County Administrative Services Department Procurement Services Division Public Notice Sealed bid responses for Solicitation ITB 16-6665 Communication Services: Voice & Data will be received either electronically at www.colliergov.net/bid or manually only at the Collier CID County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112 until CD 2:30 PM, Collier County local time on June 29, 2016. Solicitation responses received after the d stated time and date will not be accepted. .2 a) Solicitation ITB 16-6665 Communication Services: Voice & Data co A pre-bid conference will not be held for this solicitation. All questions regarding this ITB must co be submitted online on the Collier County Purchasing Department Online Bidding System website: www.colliergov.net/bid. All responses to questions will be posted on the website with E electronic notification to all prospective vendors. U All solicitation responses must be made on the official ITB response forms included and only available for download from the Collier County Purchasing Department Online Bidding System website noted herein. ITB Documents obtained from sources other than Collier County Purchasing may not be accurate or current. o R Collier County encourages vendors to utilize recycled paper on all manual bid response submittals. in Collier County does not discriminate based on age, race, color, sex, religion, national origin, o disability or marital status. 0 BOARD OF COUNTY COMMISSIONERS > COLLIER COUNTY, FLORIDA BY: /s/ Joanne Markiewicz Director, Procurement Services Division m E V Publicly posted on the Collier County Purchasing Department website: co www.colliergov.net/purchasinq and in the lobby of the Purchasing Building on June 9, 2016. ITB 16-6665 Communication Services - Packet Pg. 1336 16.E.10.a Exhibit I: Scope of Work, Specifications and Response Format As requested by the Collier County Information Technology (IT) Division (hereinafter, the "Division or Department"), the Collier County Board of County Commissioners Procurement Services Division (hereinafter, "County") has issued this Invitation to Bid (hereinafter, "ITB") with the intent of obtaining bids from interested and qualified firms in accordance with the terms, conditions and specifications stated or attached. The Vendor, at a minimum, must achieve the requirements of the Scope of Work and specifications stated. The results of this solicitation may be used by other County departments once awarded according to the Board of County Commissioners Purchasing Policy. co Brief Description of Purchase tD Collier County, Florida (the "County") is issuing the following Invitation to Bid (ITB) in order to evaluate a Local Exchange Carrier (LEC) and Competitive Location Exchange Carrier (CLEC) services. Historically, County departments have spent approximately $680,000 annually. to If a new vendor, other than the incumbent is selected, overlap of services will be needed to ensure a that service can be tested and is not interrupted. Contract Transition Plan: As the County currently has communication services under contract with existing providers, the transition to the newly awarded firms will require overlap between the current U and newly awarded firms. In order to accommodate this overlap of services, both contracts will run simultaneously until the Information Technology Project Manager and/or designee are satisfied that co the new providers' services have been tested and proven. This period will be for a maximum of ninety(90) days and shall not extend past the current agreement. o Tr"; Scope of Work Collier County is looking for multiple Local Exchange Carrier (LEC) and Competitive Local Exchange Carrier(CLEC)service providers that include, but not limited to, the following: o Telephony Services: .03 • Private Rate Interface(PRI) connectivity to the Public Switched Telephone Network • B1 analog lines • T1s o Data Services: c • Ethernet Services • Internet Connectivity o Managed Services: • DDOS Mitigation Services • Intrusion Detection and Prevention Services • Malware Detection and Prevention Services • Web filtering Services o Miscellaneous: • e-Rate pricing for any services that qualify. • Installation costs • Pricing term (monthly, 1 year, 2 year, etc.) ITB 16-6665 Communication Services Packet Pg. 1337 1 6.E.1 0.a Contractual Requirements -- Service Level Agreement: Vendor shall agree to a service level agreement that guarantees a minimum of 99.9% network uptime and 100% bandwidth availability. All uptime measurements shall be measured on a per-site basis. Vendor shall proposal penalties for failure to meet agreed upon service levels, including financial penalties. Awarded Contractor must agree to the following County targets. The vendor shall include penalties for failure to meet those targets. PRIORITY DEFINITION RESPONSE TIME COMPLETION TIME Critical A problem that affects any site's entire network Within 30 Minutes Within 5 Hours Co— co access, intermittent network drops High A problem that affects any site's entire network Within 3 Hours Within 1 Business 'a Day Medium General service request or issue with a Within 8 Hours Within 2 Business workaround to sufficiently maintain services until Days issue can be resolved. v) Low Service request that is not require immediate Within 3 Business Within 10 Business attention Days Days Award Criteria 0 U ITB award criteria are as follows: • All questions on the Bid document shall be answered as to price(s), time requirements, and N required document submissions. • Award shall be based upon the responses to all questions on the Bid Response Page(s). • Further consideration may include but not be limited to, references, completeness of bid response and past performances on other County bids/projects. • Prices will be read in public exactly as input on the electronic bid response form or written onco the manually submitted Bid Response Page(s) at the time of the bid opening; however, should an error in calculations occur whenever unit pricing and price extensions are requested, the o unit price shall prevail. Mathematical miscalculations may be corrected by the County to reflect the proper response. 2 • The County's Purchasing Department reserves the right to clarify a vendor's proposal prior to >° the award of the solicitation. (41 It is the intent of Collier County to award to the multiple vendor(s). o • For the purposes of determining the bidder with the overall lowest responsive prices for line `.0 items that are asterisks on the bid schedule for award purposes only. The following methodology will be used: Collier County reserves the right to select one, or more than one suppliers, however, it is the intent to select multiple awardees based on the best overall pricing strategy per category and primary, secondary, tertiary. If the primary cannot provide the service/installation in the timeframe established by the County's Project Manager, the Secondary, etc. vendor may be utilized. The award methodology is based on currently used services, but County staff can purchase services/products from any line item on the bid schedule. • The County reserves the right to issue a formal contract for the award of this solicitation. Term of Contract The contract term, if an award(s) is/are made is intended to be for one (1) year with nine (9) one (1) year renewals. Prices shall remain firm for the initial term of this contract. Price adjustments ITB 16-6665 Communication Services Packet Pg. 1338 1 6.E.1 0.a will be reviewed on an annual basis on the anniversary date. Price adjustments are dependent upon budget availability and program manager approval. Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. If multiple vendors are awarded contracts, and new services/products become available, staff may quote all awarded vendors for services/products under $50,000 annually. If these services/products exceed $50,000 annually, Staff will take the recommendation to add these services/products to the contract to the Board of County Commissioners for approval. Projected Timetable ii, co Event Date co co Issue Solicitation Notice 6/9/2016 — ch Last Date for Receipt of Written Questions 5:00 PM 6/22/2016 °' U Pre-solicitation meeting N/A Addendum Issued By 6/18/2016 co Solicitation Deadline Date and Time 2:30 PM 6/29/2016 0 Anticipated Evaluation of Submittals By July 2, 2016vs I Anticipated Board of County Commissioner's Contract Approval By September 31, 2016 _ E j o Vendor Required Documents o co 1 • Attachment 2: Vendor's Check List N • Attachment 3: Vendor Bid Response Form • Attachment 4: Local Vendor Preference o x • Attachment 5: Immigration Law Affidavit Attachment 6: Vendor Substitute W-90 I • Attachment 7: Insurance and Bonding Requirement in I 0 j a) U to§ Co to 3 { Co g T E U Q 1 r ITB 16-6665 Communication Services Packet Pg. 1339 16.E.10.a Exhibit II: General Bid Instructions 1. Purpose/Objective As requested by the Collier County departments or divisions identified in Exhibit 1, the Collier County Board of County Commissioners Purchasing Department (hereinafter, the County) has issued this Invitation to Bid (hereinafter, the "ITB", or "Bid") with the sole purpose and intent of obtaining bid responses from interested and qualified firms in accordance with the terms, conditions, and specifications stated and/or attached herein/hereto. The successful vendor will hereinafter be referred to as the "Vendor" All bids must be submitted on the Bid form furnished by the County noted in Attachments CD of this ITB. No bid will be considered unless the Bid form is properly signed. Vendor is responsible to read and follow the instructions very carefully, as any misinterpretation or failure to comply with these instructions could lead to the bid submitted as being rejected as non- responsive. a) U) 2. Pricing ca Vendors must provide unit prices using the unit of measured specified by the County. All prices will remain firm for a period of one hundred and eighty (180) calendar days from date of bid opening. After award by the Board of County Commissioners, prices may only be adjusted as outlined in Exhibit I: Term of Contract. U 3. Alternate Bid Pricing N N In the event that alternate pricing is requested, it is an expressed requirement of the bid to provide pricing for all alternates as listed. The omission of a response or a no-bid or lack of a submitted price will be the basis for the rejection of the submitted bid response. All bids responses received act' without pricing for all alternates as listed will be considered technically non-responsive and will not be considered for award. 4. Equal Product Manufacturer's name, brand name and/or model number are used in these specifications for the purpose of establishing minimum requirements of level of quality, standards of performance and/or design required, and is in no way intended to prohibit the bidding of other manufacturer's items of to equal or similar material. An equal or similar product may be bid, provided that the product is found to be equal or similar in quality, standard of performance, design, etc. to the item specified. Where an equal or similar is bid, the Bid must be accompanied with two (2) complete sets of factory information sheets (specifications, brochures, etc.) and test results, if applicable, of unit bid as equal or similar. Equal product samples, if required for evaluation, and at no cost to the County, must be submitted with Bid. Unless otherwise directed in the solicitation, the bid will not be considered unless samples are delivered to specified address by bid due date. The County shall be sole judge of equality or similarity, and its decision shall be final in the best interest. 5. Discounts Any discounts or terms must be shown on the Bid form. Such discounts, if any, may be considered in the award of tie bids. In no instance should payment terms less than fifteen (15) calendar days be offered. ITB 16-6665 Communication Services Packet Pg. 1340 16.E.10.a 6. Exceptions Vendors taking exception to any part or section of these specifications shall indicate such exceptions on a separate sheet entitled "EXCEPTIONS TO SPECIFICATIONS." Failure to indicate any exceptions to the specifications shall be interpreted as the Vendors intent to fully complies with the specifications as written. The County, at its sole discretion, shall determine if the exceptions are material in nature, and if the Vendor's exceptions may be declared grounds for rejection of bid proposal. 7. Addenda The County reserves the right to formally amend and/or clarify the requirements of the bid r.c specifications where it deems necessary. Any such addendum/clarification shall be in writing and to shall be distributed electronically to all parties who received the original bid specifications prior to the deadline for submission of Bids. All changes to this ITB will be conveyed electronically through -- a notice of addendum or questions and answers to all vendors registered under the applicable a, commodity code(s) at the time when the original ITB was released, as well as those vendors who downloaded the ITB document. Additionally, all addendums are posted on the Collier County 0 Purchasing Department Online Bidding System website: www.colliergov.net/bid. Before submitting c a bid response, please make sure that you have read all, understood clearly and complied fo completely with any changes stated in the addenda as failure to do so may result in the rejection 0 _ of your submittal. _ E 8. Bid Submission ° U All electronic bids shall be submitted online via the Collier County Purchasing Department Online CO Bidding System: www.colliergov.net/bid. All paper bids shall be submitted to the County E NI I C Procurement Director, Collier County Government, Purchasing Department, 3327 Tamiami Trail E, o Naples, FL 34112, by the date and time as stated in the Legal Notice. The County assumes no responsibility for bid responses received after the due date and time, or at any office or location 2 other than that specified herein, whether due to mail delays, courier mistakes, mishandling, 'o inclement weather or any other reason. Late bid responses shall be returned unopened, and shall cn as not be considered for award. co Vendors submitting hard copy will include one (1) paper copy clearly labeled "Master," and 0 one (1) compact disk (CD) with one copy of the proposal in Word, Excel or PDF. List the Solicitation Number and Title on the outside of the box or envelope. All bids sent by courier co service must have the bid number and title on the outside of the courier packet. Vendors who co wish to receive copies of bids after the bid opening may view and download same from the Collier County Purchasing Department Internet bid site. w 9. Questions E t U cu If the vendor should be of the opinion that the meaning of any part of the Bid Document is a doubtful, obscure or contains errors or omissions it should report such opinion to the Procurement Strategist before the bid opening date. Direct questions related to this ITB only to the Collier County Purchasing Department Internet website: www.colliergov.net/bid. Questions will not be answered after the date noted on the ITB. Vendors must clearly understand that the only official answer or position of the County will be the one stated on the Collier County Purchasing Department Online Bidding System website. For general questions, please call the referenced Procurement Strategist identified in the Public Notice. C ITB 16-6665 Communication Services Packet Pg. 1341 1 6.E.1 0.a 10. Protests Any prospective vendor / proposer who desires to protest any aspect(s) or provision(s) of the solicitation (including the form of the solicitation documents or procedures) shall file their protest with the Procurement Director prior to the time of the bid opening strictly in accordance with the County's then current purchasing ordinance and policies. 11. Rejection and Waiver The County reserves the right to reject any and all bids, to waive defects in the form of bid, also to select the bid that best meets the requirements of the County. Vendors whose bids, past performance or current status do not reflect the capability, integrity or reliability to fully and in good faith perform the requirements denoted may be rejected as non-responsive. Bids that do not meet all necessary requirements of this solicitation or fail to provide all required information, documents or materials may be rejected as non-responsive. a) 12. Local Vendor Preference (LVP) d The County is using the Competitive Sealed Quotation methodology of source selection for this procurement, as authorized by Ordinance Number 2013-69 establishing and adopting the Collier County Purchasing Ordinance. c> Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax Collector for at least one year prior to bid or proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier County from which the vendor's staff operates and performs N business in an area zoned for the conduct of such business. A Post Office Box or a facility that receives mail, or a non-permanent structure such as a construction trailer, storage shed, or other non-permanent structure shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic development and well-being of Collier County in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities, support and increase to the County's tax base, and residency of employees and principals of the business within Collier County. Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their bid or proposal to be eligible for v consideration as a "local business" under this section. A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to the County will lose the privilege to claim Local Preference status for a period of up to one year. co Under this solicitation, bidders desiring to receive local preference will be invited and required to affirmatively state and provide documentation as set forth in the solicitation in support of their status as a local business. Any bidder who fails to submit sufficient documentation with their bid offer shall not be granted local preference consideration for the purposes of that specific contract award. Except where federal or state law, or any other funding source, mandates to the contrary, Collier County and its agencies and instrumentalities, will give preference to local businesses in the following manner. Competitive bid (local price match option). Each formal competitive bid solicitation shall clearly identify how the price order of the bids received will be evaluated and determined. When a qualified and responsive, non-local business submits the lowest price bid, and the bid submitted by one or more qualified and responsive local businesses is within ten percent of the price submitted by the non-local business, then the local business with the apparent lowest bid offer (i.e., the lowest local bidder) shall have the opportunity to submit an offer to match the price(s), less one (1) dollar, offered by the overall lowest, qualified and responsive bidder. In ITB 16-6665 Communication Services Packet Pg. 1342 16.E.10.a such instances, staff shall first verify if the lowest non-local bidder and the lowest local bidder are in fact qualified and responsive bidders. Next, the Purchasing Department shall determine if the lowest local bidder meets the requirements of Fla. Stat. Sec.287.087 (Preferences to businesses with drug-free workplace programs). If the lowest local bidder meets the requirements of Fla. Stat. Sec. 287.087, the Purchasing Department shall invite the lowest local bidder to submit a matching offer, less one (1) dollar, within five (5) business days thereafter. If the lowest local bidder submits an offer that fully matches the lowest bid, less one (1) dollar, from the lowest non-local bidder tendered previously, then award shall be made to the local bidder. If the lowest local bidder declines or is unable to match the lowest non-local bid price(s), then award will be made to the lowest overall qualified and responsive bidder. If the lowest local bidder does not meet the requirement of Fla. Stat. Sec 287.087, and the lowest non-local bidder does, award will be made to the bidder that meets the requirements of the G reference state law. o co Bidder must complete and submit with their bid response the Affidavit for Claiming Status as a N Local Business which is included as part of this solicitation. Failure on the part of a Bidder to submit this Affidavit with their bid response will preclude said Bidder from being considered for local preference on this solicitation. co c 0 A Bidder who misrepresents the Local Preference status of its firm in a bid submitted to the co County will lose the privilege to claim Local Preference status for a period of up to one (1) year. c The County may, as it deems necessary, conduct discussions with responsible bidders z determined to be in contention for being selected for award for the purpose of clarification to E assure full understanding of, and responsiveness to solicitation requirements. o o 13. Immigration Affidavit Certification co N_ Statutes and executive orders require employers to abide by the immigration laws of the United c 1 00 States and to employ only individuals who are eligible to work in the United States. The cc Employment Eligibility Verification System (E-Verify) operated by the Department of Homeland o Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet- .o based means of verifying employment eligibility of workers in the United States; it is not a 0 substitute for any other employment eligibility verification requirements. The program will be used o for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including professional services and construction services. Exceptions to the program: o • Commodity based procurement where no services are provided. j • Where the requirement for the affidavit is waived by the Board of County to Commissioners w tO Ir. Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their 4E enrollment, at the time of the submission of the vendor's/bidder's proposal. Acceptable evidence E consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully ,c executed E-Verify Memorandum of Understanding for the company. Vendors are also required to c provide the Collier County Purchasing Department an executed affidavit certifying they shall Q comply with the E-Verify Program. The affidavit is attached to the solicitation documents. If the Bidder/Vendor does not comply with providing both the acceptable E-Verify evidence and the executed affidavit the bidder's/vendor's proposal may be deemed non-responsive. Additionally, vendors shall require all subcontracted vendors to use the E-Verify system for all purchases not covered under the "Exceptions to the program" clause above. For additional information regarding the Employment Eligibility Verification System (E-Verify) program visit the following website: http://www.dhs.gov/E-Verify. It shall be the vendor's responsibility to familiarize themselves with all rules and regulations governing this program. ITB 16-6665 Communication Services Packet Pg. 1343 16.E.10.a Vendor acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended and with the provisions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. 14. Lobbying All firms are hereby placed on NOTICE that the County Commission does not wish to be lobbied either individually or collectively about a project for which a firm has submitted a bid. Firms and Cr, their agents are not to contact members of the County Commission for such purposes as co meetings of introduction, luncheons, dinners, etc. During the bidding process, from bid opening to co final Board approval, no firm or its agent shall contact any other employee of Collier County with N the exception of the Purchasing Department. 0 15. Certificate of Authority to Conduct Business in the State of Florida (FL Statute 607.1501) In order to be considered for award, firms must be registered with the Florida Department of State Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and provide a certificate of authority (www.sunbiz.orq/search.html) prior to execution of a contract. A copy of the document may be submitted with the solicitation response and the document number shall be identified. Firms who do not provide the certificate of authority at the time of response shall be required to provide same within five (5) days upon notification of selection for award. If the firm cannot provide the document within the referenced timeframe, the County reserves the right co to award to another firm. 16. General Information When it is deemed by the County that a bid cannot be awarded as originally intended, the County reserves the right to award this bid through an approach which is the best interest of the County. r) Alternate bids will not be considered unless authorized by the ITB. In case of identical bids tying as low bid, the County shall ask vendors to submit certification that they have a drug-free workplace in accordance with Section 287.087 Florida Statutes. Should all vendors provide said certification; the County will give local vendor preference. co 17. Bid Award Process Award of contract will be made by the Board of County Commissioners in public session. Award shall be made in a manner consistent with the County's Purchasing Policy. Award a recommendations will be posted outside the offices of the Purchasing Department as well as on Ec the Collier County Purchasing Department website on Wednesdays and Thursdays prior to the County Commission meetings. Any actual or prospective respondent who desires to formally protest the recommended contract award must file a notice of intent to protest with the Procurement Director within two (2) calendar days (excluding weekends and County holidays) of the date that the recommended award is posted. Upon filing of said notice, the protesting party will have five (5) days to file a formal protest and will be given instructions as to the form and content requirements of the formal protest. A copy of the "Protest Policy" is available at the office of the Procurement Director. ITB 16-6665 Communication Services Packet Pg. 1344 16.E.10.a Exhibit III: Standard Purchase Order Terms and Conditions 1. Offer actual receipt of the goods by the COUNTY This offer is subject to cancellation by the nonetheless remain with VENDOR. COUNTY without notice if not accepted by b) No charges will be paid by the COUNTY for VENDOR within fourteen (14)days of issuance. packing, crating or cartage unless otherwise specifically stated in this Purchase Order. 2. Acceptance and Confirmation Unless otherwise provided in Purchase This Purchase Order (including all documents Order, no invoices shall be issued nor attached to or referenced therein) constitutes payments made prior to delivery. Unless CO the entire agreement between the parties, unless freight and other charges are itemized, any co otherwise specifically noted by the COUNTY on discount will be taken on the full amount of cc the face of this Purchase Order. Each delivery of invoice. y goods and/or services received by the COUNTY c) All shipments of goods scheduled on the a) from VENDOR shall be deemed to be upon the same day via the same route must be terms and conditions contained in this Purchase consolidated. Each shipping container must N Order. be consecutively numbered and marked to c show this Purchase Order number. The No additional terms may be added and Purchase container and Purchase Order numbers must co Order may not be changed except by written be indicated on bill of lading. Packing slips E instrument executed by the COUNTY. VENDOR must show Purchase Order number and E is deemed to be on notice that the COUNTY must be included on each package of less E objects to any additional or different terms and than container load (LCL) shipments and/or c) conditions contained in any acknowledgment, with each car load of equipment. The invoice or other communication from VENDOR, COUNTY reserves the right to refuse or co notwithstanding the COUNTY'S acceptance or return any shipment or equipment at payment for any delivery of goods and/or VENDOR'S expense that is not marked with c services, or any similar act by VENDOR. Purchase Order numbers. VENDOR agrees o to declare to the carrier the value of any . 3. Inspection shipment made under this Purchase Order ._ All goods and/or services delivered hereunder and the full invoice value of such shipment. o shall be received subject to the COUNTY'S d) All invoices must contain the Purchase Order ccr inspection and approval and payment therefore number and any other specific information as o shall not constitute acceptance. All payments are identified on the Purchase Order. Discounts subject to adjustment for shortage or rejection. of prompt payment will be computed from the u All defective or nonconforming goods will be date of receipt of goods or from date of returned pursuant to VENDOR'S instruction at receipt of invoices, whichever is later. in VENDOR'S expense. Payment will be made upon receipt of a proper invoice and in compliance with to To the extent that a purchase order requires a Chapter 218, Fla. Stats., otherwise known as t' series of performances by VENDOR, the the "Local Government Prompt Payment c COUNTY prospectively reserves the right to Act," and, pursuant to the Board of County E cancel the entire remainder of the Purchase Commissioners Purchasing Policy. Order if goods and/or services provided early in ;g the term of the Purchase Order are 5. Time Is Of the Essence Q non conforming or otherwise rejected by the Time for delivery of goods or performance of COUNTY. services under this Purchase Order is of the essence. Failure of VENDOR to meet delivery 4. Shipping and Invoices schedules or deliver within a reasonable time, as a) All goods are FOB destination and must be interpreted by the COUNTY in its sole judgment, suitably packed and prepared to secure the shall entitle the COUNTY to seek all remedies lowest transportation rates and to comply available to it at law or in equity. VENDOR with all carrier regulations. Risk of loss of agrees to reimburse the COUNTY for any any goods sold hereunder shall transfer to expenses incurred in enforcing its rights. i the COUNTY at the time and place of VENDOR further agrees that undiscovered delivery; provided that risk of loss prior to delivery of nonconforming goods and/or services ITB 16-6665 Communication Services Packet Pg. 1345 i 16.E.10.a is not a waiver of the COUNTY'S right to insist including but not limited to attorneys' fees, arising upon further compliance with all specifications. from, caused by or related to the injury or death of any person (including but not limited to 6. Changes employees and agents of VENDOR in the The COUNTY may at any time and by written performance of their duties or otherwise), or notice make changes to drawings and damage to property (including property of the specifications, shipping instructions, quantities COUNTY or other persons), which arise out of or and delivery schedules within the general scope are incident to the goods and/or services to be of this Purchase Order. Should any such change provided hereunder. increase or decrease the cost of, or the time required for performance of the Purchase Order, 11. Warranty of Non-Infringement an equitable adjustment in the price and/or VENDOR represents and warrants that all goods delivery schedule will be negotiated by the sold or services performed under this Purchase COUNTY and VENDOR. Notwithstanding the Order are: a) in compliance with applicable laws; Co— COUNTY foregoing, VENDOR has an affirmative obligation b) do not infringe any patent, trademark, ca to give notice if the changes will decrease costs. copyright or trade secret; and c) do not constitute co Any claims for adjustment by VENDOR must be unfair competition. w made within thirty (30) days from the date the (..) change is ordered or within such additional VENDOR shall indemnify and hold harmless the period of time as may be agreed upon by the COUNTY from and against any and all claims, co parties. including claims of negligence, costs and o expense, including but not limited to attorneys' 'u 7. Warranties fees, which arise from any claim, suit or VENDOR expressly warrants that the goods proceeding alleging that the COUNTY'S use of c and/or services covered by this Purchase Order the goods and/or services provided under this E will conform to the specifications, drawings, Purchase Order are inconsistent with VENDOR'S o samples or other descriptions furnished or representations and warranties in section 11 (a). U specified by the COUNTY, and will be of ca satisfactory material and quality production, free If any claim which arises from VENDOR'S breach N from defects and sufficient for the purpose of section 11 (a) has occurred, or is likely to intended. Goods shall be delivered free from any occur, VENDOR may, at the COUNTY'S option, a security interest or other lien, encumbrance or procure for the COUNTY the right to continue R claim of any third party. These warranties shall using the goods or services, or replace or modify survive inspection, acceptance, passage of title the goods or services so that they become 'o and payment by the COUNTY. non-infringing, (without any material degradation rn in performance, quality, functionality or additionalcu 8. Statutory Conformity cost to the COUNTY). p Goods and services provided pursuant to this m Purchase Order, and their production and 12. Insurance Requirements 5 'o transportation shall conform to all applicable The VENDOR, at its sole expense, shall provide > in laws, including but not limited to the Occupational commercial insurance of such type and with such to Health and Safety Act, the Federal terms and limits as may be reasonably c`Oc Transportation Act and the Fair Labor Standards associated with the Purchase Order. Providing m Act, as well as any law or regulation noted on the and maintaining adequate insurance coverage is face of the Purchase Order. a material obligation of the VENDOR. All m insurance policies shall be executed through E 9. Advertising insurers authorized or eligible to write policies in o No VENDOR providing goods and services to the the State of Florida. Q COUNTY shall advertise the fact that it has contracted with the COUNTY for goods and/or 13. Compliance with Laws services, or appropriate or make use of the In fulfilling the terms of this Purchase Order, COUNTY'S name or other identifying marks or VENDOR agrees that it will comply with all property without the prior written consent of the federal, state, and local laws, rules, codes, and COUNTY'S Purchasing Department. ordinances that are applicable to the conduct of its business. By way of non-exhaustive example, this shall include the American with Disabilities 10. Indemnification Act and all prohibitions against discrimination on VENDOR shall indemnify and hold harmless the the basis of race, religion, sex creed, national COUNTY from any and all claims, including origin, handicap, marital status, or veterans' claims of negligence, costs and expenses, status. Further, VENDOR acknowledges and ITB 16-6665 Communication Services ^ Packet Pg. 1346 16.E.10.a without exception or stipulation shall be fully such breach and VENDOR has failed to cure responsible for complying with the provisions of within 10 days of receipt of such notice. the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and 19. General regulations relating thereto, as either may be a) This Purchase Order shall be governed by amended. Failure by the awarded firm(s) to the laws of the State of Florida. The venue comply with the laws referenced herein shall for any action brought to specifically enforce constitute a breach of the award agreement and any of the terms and conditions of this the County shall have the discretion to Purchase Order shall be the Twentieth unilaterally terminate said agreement Judicial Circuit in and for Collier County, immediately. Any breach of this provision may Florida be regarded by the COUNTY as a material and b) Failure of the COUNTY to act immediately in substantial breach of the contract arising from response to a breach of this Purchase Order this Purchase Order. by VENDOR shall not constitute a waiver of co breach. Waiver of the COUNTY by any cfl 14. Force Majeure default by VENDOR hereunder shall not be co Neither the COUNTY nor VENDOR shall be deemed a waiver of any subsequent default ai responsible for any delay or failure in by VENDOR. o performance resulting from any cause beyond c) All notices under this Purchase Order shall a) their control, including, but without limitation to be sent to the respective addresses on the c1 war, strikes, civil disturbances and acts of nature. face page by certified mail, return receipt o When VENDOR has knowledge of any actual or requested, by overnight courier service, or by ' potential force majeure or other conditions which personal delivery and will be deemed will delay or threatens to delay timely effective upon receipt. Postage, delivery and M performance of this Purchase Order, VENDOR other charges shall be paid by the sender. A E shall immediately give notice thereof, including all party may change its address for notice by o relevant information with respects to what steps written notice complying with the 0 VENDOR is taking to complete delivery of the requirements of this section. cc goods and/or services to the COUNTY. d) The Vendor agrees to reimbursement of any N travel expenses that may be associated with j 15. Assignment this Purchase Order in accordance with o VENDOR may not assign this Purchase Order, Florida Statute Chapter 112.061, Per Diem nor any money due or to become due without the and Travel Expenses for Public Officers, .0— prior prior written consent of the COUNTY. Any employees and authorized persons. 'o assignment made without such consent shall be e) In the event of any conflict between or co deemed void. among the terms of any Contract Documents R related to this Purchase Order, the terms of a 16. Taxes the Contract Documents shall take w Goods and services procured subject to this precedence over the terms of the Purchase o Purchase Order are exempt from Florida sales Order. To the extent any terms and /or > and use tax on real property, transient rental conditions of this Purchase Order duplicate co property rented, tangible personal purchased or or overlap the Terms and Conditions of the co rented, or services purchased (Florida Statutes, Contract Documents, the provisions of the m Chapter 212), and from federal excise tax. Terms and/or Conditions that are most favorable to the County and/or provide the y 17. Annual Appropriations greatest protection to the County shall Ec The COUNTY'S performance and obligation to govern. o pay under this Purchase Order shall be d contingent upon an annual appropriation of funds. 18. Termination This Purchase Order may be terminated at any time by the COUNTY upon 30 days prior written notice to the VENDOR. This Purchase Order may be terminated immediately by the COUNTY I Auk for breach by VENDOR of the terms and conditions of this Purchase Order, provided that COUNTY has provided VENDOR with notice of ITB 16-6665 Communication Services ., Packet Pg. 1347 4 16.E.10.a Exhibit IV: Additional ITB Terms and Conditions 1. Additional Items and/or Services During the contract term, Collier County reserves the right to add related items and/or services upon negotiation of a satisfactory price by the Project Manager and Vendor. 2. Conflict of Interest Vendor shall provide a list of any businesses and/or organizations to which the firm has any affiliation or obligations within the past five (5) years; whether paid or donated, which could be construed by the County as a conflict of interest. Disclosure of any potential or actual conflict of interest is subject to County staff review and does not in and of itself disqualify a firm from c consideration. These disclosures are intended to identify and or preclude conflict of interest situations during contract selection and execution. U 3. Vendor Performance Evaluation criCollier County has implemented a Vendor Performance Evaluation System for all contracts awarded in excess of$25,000. To this end, vendors will be evaluated on their performance upon completion/termination of agreement. E 4. Deductions for Non-Performance U The County reserves the right to deduct a portion of any invoice for goods not delivered, or services not performed in accordance with requirements, including required timeframe. The N County may also deduct, or chargeback the Vendor the costs necessary to correct the deficiencies directly related to the Vendor's non-performance. 5. Offer Extended to Other Governmental Entities 0 rn Collier County encourages and agrees to the successful vendor extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful vendor. c> .a 6. Environmental Health and Safety All Vendors and Sub vendors performing service for Collier County are required and shall comply to with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Vendors and Sub vendors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. All firewall penetrations must be protected in order to meet Fire Codes. Collier County Government a has authorized OSHA representatives to enter any Collier County facility, property and/or right-of- way for the purpose of inspection of any Vendor's work operations. This provision is non- negotiable by any department and/or Vendor. All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device Coordination and Arc Flash Studies where relevant as determined by the engineer. All electrical installations shall be labeled with appropriate NFPA 70E arch flash boundary and PPE Protective labels. 7. Public Records Compliance The Vendor/Contractor agrees to comply with the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2) (a)-(d) and (3)), ordinances, codes, rules, regulations and requirements of any governmental agencies. ITB 16-6665 Communication Services Packet Pg. 1348 16.E.10.a 8. Standards of Conduct The Vendor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 9. Licenses The Vendor is required to possess the correct professional and other licenses, and any other authorizations necessary to perform the required work pursuant to all applicable Federal, State 1-3 and Local Law, Statute, Ordinances, and rules and regulations of any kind. Additionally, copiesCD of all the required licenses must be submitted with the bid response indicating that the entity bidding, as well as the team assigned to the County account, is properly licensed to perform the activities or work included in the ITB documents. Failure on the part of any v vendor to supply this documentation with their bid response may be grounds for deeming vendor non-responsive. A Vendor with an office within Collier County is required to have an in occupational license. _ 0 R All State Certified contractors who may need to pull Collier County permits or call in inspections 0 must complete a Collier County Contractor License registration form and submit the required fee. E After registering the license/registration will need to be renewed thereafter to remain "active" in E Collier County. Questions regarding professional licenses should be directed to Contractor o Licensing, Community Development and Environmental Services at (239) 252-2431, 252-2432 or 252-2909. Questions regarding required Business Tax Receipt (formerly known as Occupational ti oi Licenses) should be directed to the Tax Collector's Office at (239) 252-2477. (0., 10. Protection of Property o ea The Vendor shall ensure that the service is performed in such manner as to not damage any o property. In the event damage occurs to any property as a direct result of the Vendor or their Sub N vendor in the performance of the required service, the Vendor shall repair/replace, to the County's R satisfaction, damaged property at no additional cost to the County. If the damage caused by the in Vendor or their Sub vendor has to be repaired/replaced by the County, the cost of such work will a) be deducted from the monies due the Vendor. The County's project manager shall coordinate with the Vendor / Contractor the return of any surplus assets, including materials, supplies, and Lo equipment associated with the scope or work. co to 11. Prohibition of Gifts to County Employees i c CD No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, E fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, m Florida Statutes, the current Collier County Ethics Ordinance and County Administrative Qt Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 12. Invoice and Payments The County's project manager reserves the right to establish any one, or a combination of, these industry practices for contracts or purchase orders: ITB 16-6665 Communication Services Packet Pg. 1349 16.E.10.a Lump Sum (Fixed Price): a firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Unit Price: the County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification required). CD Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218, CO Florida Statutes. Vendor's invoices must include: to • Purchase Order Number rir • Description and quantities of the goods or services provided per instructions on the County's purchase order or contract. N Invoices shall be sent to: a Board of County Commissioners Clerk's Finance Department ATTN: Accounts Payable E 3299 Tamiami Trail E Ste 700 Naples FL 34112 C.) Or emailed to: bccapclerkcollierclerk.com. N N Collier County, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. Payment methods include: o • Traditional — payment by check, wire transfer or other cash equivalent. • Standard — payment by purchasing card. Collier County's Purchasing Card Program is supported by standard bank credit suppliers (i.e. VISA and MasterCard), and as such, is cn cognizant of the Rules for VISA Merchants and MasterCard Merchant Rules. The County may not accept any additional surcharges (credit card transaction fees) as a result of using the County's credit card for transactions relating to this solicitation. The County will entertain bids clearly stating pricing for standard payment methods. An additional separate LO discounted price for traditional payments may be provided at the initial bid submittal if it is clearlyto marked as an "Additional Cash Discount." Upon execution of the Contract and completion of each month's work, payment requests may be submitted to the Project Manager on a monthly basis by the Contractor for services rendered for E that prior month. Services beyond sixty (60) days from current monthly invoice will not be considered for payment without prior approval from the Project manager. All invoices should be submitted within the fiscal year the work was performed. (County's fiscal year is October 1 - September 30.) Invoices submitted after the close of the fiscal year will not be accepted (or processed for payment) unless specifically authorized by the Project Manager. Payments will be made for articles and/or services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. In instances where the successful contractor may owe debts (including, but not limited to taxes or other fees) to Collier County and the contractor has not satisfied nor made arrangement to satisfy ITB 16-6665 Communication Services Packet Pg. 1350 16.E.10.a these debts, the County reserves the right to off-set the amount owed to the County by applying the amount owed to the vendor or contractor for services performed of for materials delivered in association with a contract. Invoices shall not reflect sales tax. After review and approval, the invoice will be transmitted to the Finance Division for payment. Payment will be made upon receipt of proper invoice and in compliance with Chapter 218 Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." Collier County reserves the right to withhold and/or reduce an appropriate amount of any payment for work not performed or for unsatisfactory performance of Contractual requirements. 13. Survivability r6- co The ContractorNendor agrees that any Purchase Order that extends beyond the expiration date to of the original Solicitation 16-6665 will survive and remain subject to the terms and conditions of co that Agreement until the completion or termination of this Purchase Order. a c) 14. Insurance Requirements u) The Vendor shall at its own expense, carry and maintain insurance coverage from responsible o companies duly authorized to do business in the State of Florida as set forth in Insurance and ft o Bonding Requirements Attachment of this solicitation. The Vendor shall procure and maintain c property insurance upon the entire project, if required, to the full insurable value of the scope of E work. E 0 U The County and the Vendor waive against each other and the County's separate Vendors, to Contractors, Design Consultant, Subcontractors agents and employees of each and all of them, all N damages covered by property insurance provided herein, except such rights as they may have to athe proceeds of such insurance. The Vendor and County shall, where appropriate, require similar o waivers of subrogation from the County's separate Vendors, Design Consultants and Subcontractors and shall require each of them to include similar waivers in their contracts. '0 -6— co Collier County shall be responsible for purchasing and maintaining, its own liability insurance. co Certificates issued as a result of the award of this solicitation must identify "For any and all work o performed on behalf of Collier County." 0 C.)0 The General Liability Policy provided by Vendor to meet the requirements of this solicitation shall > name Collier County, Florida, as an additional insured as to the operations of Vendor under this to solicitation and shall contain a severability of interests' provisions. Collier County Board of M? to County Commissioners shall be named as the Certificate Holder. The "Certificate Holder" should read as follows: a) E Collier County Board of County Commissioners Naples, Florida Q The amounts and types of insurance coverage shall conform to the minimum requirements set V. forth in the Insurance and Bonding Requirements Attachment, with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If Vendor has any self-insured retentions or deductibles under any of the below listed minimum required coverage, Vendor must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be Vendor's sole responsibility. Coverage(s) shall be maintained without interruption from the date of commencement of the Work until the date of completion and acceptance of the scope of work by the County or as specified in ITB 16-6665 Communication Services Packet Pg. 1351 16.E.10.a this solicitation, whichever is longer. The Vendor and/or its insurance carrier shall provide 30 days written notice to the County of policy cancellation or non-renewal on the part of the insurance carrier or the Vendor. The Vendor shall also notify the County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Vendor from its insurer and nothing contained herein shall relieve Vendor of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by Vendor hereunder, Vendor shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. Should at any time the Vendor not maintain the insurance coverage(s) required herein, the County may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage(s) and charge the Vendor for such coverage(s) purchased. If Vendor fails to reimburse the County for such costs within thirty (30) days after demand, the County has the right to offset co these costs from any amount due Vendor under this Agreement or any other agreement between the County and Vendor. The County shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage(s) purchased or the insurance company or companies used. The decision of the County to purchase such insurance coverage(s) shall in no way be 2 construed to be a waiver of any of its rights under the Contract Documents. co If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the scope of work, the Vendor shall furnish to the County renewal or replacement Certificate(s) of Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the Vendor to provide the County with such renewal certificate(s) shall be considered E justification for the County to terminate any and all contracts. U 15. Collier County Information Technology Requirements Co ti All vendor access will be done via VPN access only. All access must comply with current published County Manager Agency (CMA) policies. Current policies that apply are CMAs 5402, 5403 and 5405. These policies will be available upon request from the Information Technology a Department. All vendors will be required to adhere to IT policies for access to the County network. Vendors are required to notify the County in writing twenty-four(24) hours in advance as to when -6 — access to the network is planned. Included in this request must be a detailed work plan with +g actions that will be taken at the time of access. The County IT Department has developed a Technical Architecture Requirements Document that is required to be filled out and submitted with your bid response. This document can be found on the Collier County Purchasing Department website: www.colliergov.net/purchasinq. On the left hand side of the menu, click on CC Technical > Requirements. If this document is not submitted with your bid response, your bid response may be to deemed non-responsive. Co 16. Security and Background Checks m E If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Department, and drug testing for all employees that shall co provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. 17. Debris Vendor shall be responsible for the removal and disposal of all debris from the site and the cleaning of the affected areas. Vendor shall keep the premises free of debris and unusable materials resulting from their work and as work progresses; or upon the request of the County's ITB 16-6665 Communication Services Packet Pg. 1352 16.E.10.a representative, shall remove and dispose such debris and materials from the property. The Vendor shall leave all affected areas as they were prior to beginning work. 18. Direct Material Purchase The County reserves the right to require Vendor to assign some or all of its agreements with material suppliers directly to the County. Any such goods and/or materials purchased by the County pursuant to such an assignment of a material supply agreement shall be referred to as "County Furnished Materials" and the responsibilities of both the County and the Vendor relating to said materials shall be governed by the terms and conditions of this solicitation. Additionally, the County at its sole option may choose to purchase some or all of the goods and/or materials from other suppliers. In either instance the County may require the following information from the Vendor: CO • Required quantities of material. c • Specifications relating to goods and/or materials required for job including brand and/or model number or type if applicable a • Pricing and availability of goods and/or materials provided under Vendor's agreements with material suppliers in 19. Grant Compliance V The purchase of any goods and/or services that are funded through Federal Grant Appropriations, the State of Florida, or any other public or private foundations shall be subject to the compliance E and reporting requirements of the granting agency. U 20. Equipment ti Vendor shall have available and in good working condition, the necessary equipment to perform the required service. If required by the County, the Vendor shall supply a list of equipment and an o hourly rate for each. Hourly rates will commence once equipment arrives at the service site, unless otherwise agreed in writing by the Project Manager. 0 co The County reserves the right to request and obtain documentation of the Vendor's cost for time and material projects, and to withhold payments until documentation is provided. All County-purchased equipment must be new and of current manufacture in production at the time of bid opening, and carry industry standard warranties. At the time of delivery, at least two (2) complete shop repair manuals and parts lists must be furnished with each type of equipment. Vendor must service all equipment prior to delivery and/or acceptance by the County. The scope of these specifications is to ensure the delivery of a complete unit ready for operation. Omission of any essential detail from these specifications does not relieve the Vendor from furnishing a complete unit. 4- j ITB 16-6665 Communication Services Packet Pg. 1353 16.E.10.a Corder County Administrative Services Department Procurement Services Division Attachment 1: Vendor Submittal -Vendor's Non-Response Statement The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear, concise and openly competitive. Therefore, we are interested in ascertaining reasons why prospective Vendors did not wish to respond to this ITB. If your firm is not responding to this ITB, please indicate the reason(s) by checking any appropriate item(s) listed below and return this form via email or fax to the Procurement Strategist listed on the first page or mail to: Collier County Purchasing Department, co 3327 Tamiami Trail East, Naples, Florida 34112. coo We are not responding to this ITB for the following reason(s): Solicitation: ITB 16-6665 Communication Services: Voice & Data ❑ Services requested not available through our company. ❑ Our firm could not meet specifications/scope of work. E ❑ Specifications/scope of work not clearly understood (too vague, rigid, etc.) U ❑ Project is too small. ❑ Insufficient time allowed for preparation of response. N _ o Incorrect address used. Please correct mailing address: U p N c0 n Other reason(s): CO Firm's Complete Legal Name Address E as City, State, Zip Telephone Number FAX Number Signature/Title Type Name of Signature Date: ITB 16-6665 Communication Services Packet Pg. 1354 16.E.10.a Caber County Administrative Services Department Procurement Services Division Attachment 2: Vendor's Check List IMPORTANT: THIS SHEET MUST BE SIGNED BY VENDOR. Please read carefully, sign in the spaces indicated and return with bid. Vendor should check off each of the following items as the necessary action is completed: 1. The Bid has been signed. 2. The Bid prices offered have been reviewed. tn 3. The price extensions and totals have been checked. 4. The payment terms have been indicated. 5. Any required drawings, descriptive literature, etc. have been included. _ 6. Any delivery information required is included. 9 7. If required, the amount of bid bond has been checked, and the bid bond or cashier's check has ct been included. _ 8. Addendum have been signed and included, if applicable. E 9. Affidavit for Claiming Status as a Local Business, if applicable. o 10. Immigration Affidavit and company's E-Verify profile page or memorandum of understanding. v 11. Copies of licenses, equipment lists, subcontractors or any other information as noted in this ITB. N 12. The mailing envelope must be addressed to: N Procurement Director o Collier County Government Purchasing Department 3327 Tamiami Trail E -6 — Naples FL 34112 cts The mailing envelope must be sealed and marked with: o • Solicitation: ITB 16-6665 Communication Services: Voice & Data a� • Opening Date 13. The bid will be mailed or delivered in time to be received no later than the specified opening date and time. (Otherwise bid cannot be considered.) co 14. If submitting a manual bid, include any addenda (initialed and dated noting understanding and co receipt). If submitting bid electronically, bidder will need to download all related documents on www.colliergov.net/bid. The system will date and time stamp when the addendum files were a downloaded U a..r ALL COURIER DELIVERED BIDS MUST HAVE THE BID NUMBER AND TITLE ON THE OUTSIDE OF THE COURIER PACKET. Company Name Signature & Title Date ITB 16-6665 Communication Services Packet Pg. 1355 16.E.10.a Caber County Administrative Services Department Procurement Services Division Attachment 3: Vendor Submittal - Bid Response Form FROM: Board of County Commissioners Collier County Government Center Naples, Florida 34112 co N RE: Solicitation: ITB 16-6665 Communication Services: Voice & Data 2 a, Dear Commissioners: The undersigned, as Vendor, hereby declares that the specifications have been fully examined and the Vendor is fully informed in regard to all conditions pertaining to the work to be performed for as per the scope of work. The Vendor further declares that the only persons, company or parties E interested in this Bid or the Contract to be entered into as principals are named herein; that this Bid is made without connection with any other person, company or companies submitting a Bid; and it is all C) respects fair and in good faith, without collusion or fraud. ti The Vendor proposes and agrees if this bid is accepted, to comply with the requirements in full and in accordance with the terms, conditions and specifications denoted herein. The Vendor agrees to provide the following: C) ** *SEE FOLLOWING PAGES *** Any discounts or terms must be shown on the Bid Response Form. Such discounts, if any, will be o considered and computed in the tabulation of the bids. In no instance should terms for less than d fifteen (15) days payment be offered. .o Prompt Payment Terms: % Days; Net_ Days co Note: If you choose to bid manually, please submit an ORIGINAL and ONE COPY of your bid response pages. The undersigned do agree that should this Bid be accepted, to execute a formal contract, if required, and present the formal contract to the County Procurement Director for approval within fifteen (15) days after being notified of an award. ITB 16-6665 Communication Services Packet Pg. 1356 ITB 16-6665 16.E.10.a Communications: Data &Voice BID SCHEDULE I 1 I Provided in Separate Fiie L) CS) CD Ci) GO U) CD C.) CD U) C 0 .r.; 0 E = E E o 0 •• co 1.- C%1 0 CN1 0 .ft) D -5.- 0 co .... c/1 ca 0 in co co to eL c.) E 0 :rt / 401114. ITB 16-6665 Communication Services Packet Pg. 1357 16.E.10.a IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of , 2016 in the County of , in the State of Firm's Complete Legal Name Address City, State, Zip Florida Certificate of Authority Document Number Federal Tax Identification rts- Number CCR#or CAGE Code Telephone Number u' c, FAX Number as rn c Signature/Title o ns Type Name of Signature E Date U co ti Additional Contact Information Send Payments To: (REQUIRED ONLY if different from above) _ Firm's Complete Legal Name Address a) City, State, Zip } Contact Name C° cc Telephone Number FAX Number E cis Email Address Q ITB 16-6665 Communication Services Packet Pg. 1358 16.E.10.a Coffier Couvity Administrative Services Department Procurement Services Division Attachment 4: Vendor Submittal — Local Vendor Preference Affidavit Solicitation: ITB 16-6665 Communication Services: Voice & Data (Check Appropriate Boxes Below) State of Florida(Select County if Vendor is described as a Local Business ❑ Collier County ❑ Lee County Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of County Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Purchasing iii- Policy: co Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax cub Collector for at least one year prior to bid or proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier County from which the vendor's staff operates and performs business in an area zoned for the conduct of0 such business. A Post Office Box or a facility that receives mail, or a non-permanent structure such as a construction trailer, storage shed, or other non-permanent structure shall not be used for the purpose of Cn establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local o business" unless it contributes to the economic development and well-being of Collier County in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment 0 opportunities, support and increase to the County's tax base, and residency of employees and principals of a the business within Collier County. Vendors shall affirm in writing their compliance with the foregoing at the E time of submitting their bid or proposal to be eligible for consideration as a "local business" under this o section. A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to the County will lose the privilege to claim Local Preference status for a period of up to one year under this co section. N 0N Vendor must complete the following information: o vz IS Year Business Established in ❑Collier County or ❑ Lee County: p Number of Employees(Including Owner(s)or Corporate Officers): (t) vs cu Number of Employees Living in ❑ Collier County or❑ Lee(Including Owner(s)or Corporate Officers): 0 a) If requested by the County, vendor will be required to provide documentation substantiating the information o given in this affidavit. Failure to do so will result in vendor's submission being deemed not applicable. > in co o Vendor Name: Date: ct? m r Address in Collier or Lee County: :j w Signature: Title: E U STATE OF FLORIDA Q ❑ COLLIER COUNTY ❑ LEE COUNTY Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day of , 20 . Notary Public 1 .11114 My Commission Expires: (AFFIX OFFICIAL SEAL) ITB 16-6665 Communication Services Packet Pg. 1359 16.E.10.a Caber County Administrative Services Department Procurement Services Division Attachment 5: Vendor Submittal—Immigration Affidavit Solicitation: ITB 16-6665 Communication Services: Voice & Data This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid (ITB's) and Request for Proposals (RFP) submittals. Further, Vendors / Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the CD E-Verify program, may deem the Vendor I Bidder's proposal as non-responsive. cCOc co Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien cn CD workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e)Section 274A(e) of the Immigration and Nationality Act("INA"). CD U) Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A (e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A (e) of the INA shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration E Act and subsequent Amendment(s)) and agrees to comply with the provisions of the Memorandum of Understanding with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated U by the Department of Homeland Security in partnership with the Social Security Administration at the time of co submission of the Vendor's/Bidder's proposal. N N Company Name o Print Name Title ° 0 Signature Date co c'3 i. m State of m 0 County of > U) The foregoing instrument was signed and acknowledged before me this day of ,20_, by m who has produced as identification. (Print or Type Name) (Type of Identification and Number) CD E Notary Public Signature rts Printed Name of Notary Public Notary Commission Number/Expiration The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein, the truth and accuracy of this affidavit to interrogatories hereinafter made. ITB 16-6665 Communication Services 27 Packet Pg. 1360 16.E.10.a Col ler Comity _ Administrative Services Department Procurement Services Division Attachment 6: Vendor Substitute W—9 Request for Taxpayer Identification Number and Certification In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following information for tax reporting purposes from individuals and companies who do business with the County(including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be used for no other purpose than herein stated. Please complete all information that applies to your business and return with your quote or proposal. 17) 1. General Information (provide all information) 0 Taxpayer Name t° (as shown on income tax return) v, Business Name cu (if different from taxpayer name) Address City Cl) c State Zip o 4,-.71 Telephone FAX Email pc_ E Order Information Remit/Payment Information E 0 Address Address U ca City State Zip City State Zip N i C FAX FAX c 0 Email Email ' 1c • 2. Company Status (check only one) in co _Individual/Sole Proprietor Corporation _Partnership 0 _Tax Exempt(Federal income tax-exempt entity Limited Liability Company °) under Internal Revenue Service guidelines IRC p > 501 (c)3) Enter the tax classification (D=Disregarded Entity, C=Corporation, P=Partnership) co CD 3. Taxpayer Identification Number(for tax reporting purposes only) C° c Federal Tax Identification Number(TIN) E .c (Vendors who do not have a TIN,will be required to provide a social security number prior to an award of the contract.) o Q 4. Sign and Date Form Certification: Under penalties of perjury, I certify that the information shown on this form is correct to my knowledge. 1 Signature Date Title Phone Number 1 ITB 16-6665 Communication Services 28 Packet Pg. 1361 16 E'.1O.a Collier County Administrative Services Department Procurement Services Division Attachment 7: Vendor Submittal - Insurance and Bonding Requirements Insurance/Bond Type Required Limits 1. ®Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government Compensation Statutory Limits and Requirements 2. ® Employer's Liability $100,000 single limit per occurrence co 3. ® Commercial General Bodily Injury and Property Damage Liability(Occurrence Form) patterned after the current $1,000,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injuryco ISO form Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. T 4. ® Indemnification To the maximum extent permitted by Florida law, the Contractor/Vendor /Consultant shall indemnify and hold harmless Collier County, its officers and E employees from any and all liabilities, damages, losses and costs, including, ij but not limited to, reasonable attorneys'fees and paralegals'fees, to the extent caused by the negligence, recklessness, or intentionally wrongful co conduct of the Contractor/Vendor/Consultant or anyone employed or utilized �+ by the Contractor/Vendor/Consultant in the performance of this Agreement. 4. ®Automobile Liability $ 1,000,000 Each Occurrence; Bodily Injury&Property Damage, w Owned/Non-owned/Hired; Automobile Included c> co 5. ❑ Other insurance as ❑Watercraft $ Per Occurrence 1a noted: o El United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. $ Per Occurrenceco ❑ Maritime Coverage(Jones Act)shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Aircraft Liability coverage shall be carried in limits of not less than °' $5,000,000 each occurrence if applicable to the completion of the Services t under this Agreement. $ Per Occurrence ❑ Pollution $ Per Occurrence ❑ Professional Liability $ per claim and in the aggregate • $1,000,000 per claim and in the aggregate • $2,000,000 per claim and in the aggregate ❑ Project Professional Liability $ Per Occurrence ❑ Valuable Papers Insurance $ Per Occurrence ITB 16-6665 Communication Services Packet Pg. 1362 16.E.10.a ❑ Employee Dishonesty/Crime $ Per Occurrence Including Employee Theft, Funds Transfer Fraud, Include a Joint Loss Payee endorsement naming Collier County. 6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds, cashiers' check or an irrevocable letter of credit, a cash bond posted with the County Clerk, or proposal bond in a sum equal to 5%of the cost proposal. All checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. 7. ❑ Performance and For projects in excess of$200,000, bonds shall be submitted with the Payment Bonds executed contract by Proposers receiving award, and written for 100% of the Contract award amount, the cost borne by the Proposer receiving an award. iii co The Performance and Payment Bonds shall be underwritten by a surety to authorized to do business in the State of Florida and otherwise acceptable to ca Owner; provided, however, the surety shall be rated as"A-" or better as to general policy holders rating and Class V or higher rating as to financial size a) category and the amount required shall not exceed 5% of the reported policy •—y holders' surplus, all as reported in the most current Best Key Rating Guide, a> co published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New 3 York 10038. o ilis I E 8. ® Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Vendor shall provide County with certificates of insurance meeting the required insurance E provisions. ° U 3 9. ® Collier County must be named as"ADDITIONAL INSURED"on the Insurance Certificate for Commercial ti General Liability where required. N 10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County 0 o Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance a must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all c.) work performed on behalf of Collier County. -o 11. ® Thirty(30) Days Cancellation Notice required. a 0 RLC 6/9/2016 'o > U) Vendor's Insurance Statement cCoo We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five(5)days of the award of this solicitation. a> Name of Firm Date .c v V. Vendor Signature t Print Name Insurance Agency i Agent Name Telephone Number Nor ITB 16-6665 Communication Services "" Packet Pg. 1363 16.E.10.a itCo ier County Email: BrendaBrilhart@colliergov.net Telephone: (239)252-8446 Adrrunistrative Services lesion FAX: (239)252-6697 Purchasing ADDENDUM #1 Memorandum CD CD CD Date: June 14, 2016 N a> c) From: Brenda Brilhart, Procurement Strategist — a) cn To: Interested Parties o co Subject: Addendum#1 — ITB 16-6665 Communication Services: Voice & Data o c E E 0 The following clarifications are issued as an addendum identifying the following changes for the referenced solicitation: rcD- N C•1 3QUESTION: Will you provide in spreadsheet format the address of each location their respective c bandwidth requirements IE: B1, PRI, T1 Ethernet requirement for each of those sites please. co ANSWER: See attached list (this does not include all B1 sites). 'o cn ns co If you require additional information please post a question on the Online Bidding site or contact me CI using the above contact information. v 0 > co C: Mike Berrios, Project Manager co Enc: 1 co ,- t C CD E V ta 4 0 Packet Pg. 1364 16.E.10.a ler County Email: BrendaBrilhart@colliergov.net Telephone: (239)252 8446 Adrninistrative Services iivision FAX: (239)252-6697 Purchasing ADDENDUM #2 Memorandum tD tO til tO Date: June 14, 2016 y a) c.) From: Brenda Brilhart, Procurement Strategist U) To: Interested Parties c 173 Subject: Addendum #2— ITB 16-6665 Communication Services: Voice & Data c c E E 0 1 The following clarifications are issued as an addendum identifying the following changes for the referenced solicitation: N N { C CHANGE: o 1 • The due date for this bid has been extended until 2:30 PM July 13, 2016. o-6— • • See attached REVISED list address of each location, etc.. co IS os 0 If you require additional information please post a question on the Online Bidding site or contact me o using the above contact information. j co co C: Mike Berrios, Project Manager co Enc: 1 ;-; c co E t o LI 4— d I 1 1 1 1 , i 1 Packet Pg. 1365 I 16.E 10.a A . County Email: BrendaBrilhart@colliergov.net Telephone: (239)252-8446 AdministrativeAdninisirative Services Division FAX: (239)252-6697 Purchasing ADDENDUM #3 Memorandum Date: June 15, 2016 tn a, From: Brenda Brilhart, Procurement Strategist a, To: Interested Parties :r Subject: Addendum #3— ITB 16-6665 Communication Services: Voice & Data The following clarifications are issued as an addendum identifying the following changes for the referenced solicitation: N UPDATED: 0 • The list was inadvertently not uploaded from Addendum 2; see attached REVISED list address of each location, etc. cn co tis If you require additional information please post a question on the Online Bidding site or contact me using the above contact information. ca'i 0 C: Mike Berrios, Project Manager Enc: 1 c a, E U Packet Pg. 1366 16.E.10.a a , us t ' Email: BrendaBrilhart@colliergov.net _ a w Telephone: (239)252-8446 Administrative services Dtvision FAX: (239)252-6697 Purchasing ADDENDUM #4 Memorandum Date: June 27, 2016 co co From: Brenda Brilhart, Procurement Strategist co To: Interested Parties 0 0 Subject: Addendum #4—ITB 16-6665 Communication Services: Voice & Data in c 0 :a The following clarifications are issued as an addendum identifying the following changes for the referenced solicitation: c E E QUESTIONS/ANSWERS: o 1) Q: Is MPLS acceptable in place of"Metro Ethernet"? co i° A: No i0c 2. Q: Is a Network based firewall along with the Web Security features requested acceptable or . do you prefer to have firewall /Web security appliances at each of the locations requiring Internet circuits? o A: The vendor should propose their recommended solution. co m 3. Q: Would you like the Contractor to provide managed routers for each location? o A: No °; 0 4. Q: Do you have a centralized PBX? 0 A: Yes. Avaya co co 5. Q: #13 on Bid Schedule, are these to be TDM PRI's? A: Yes. TDM PRIs c 0 E 6. Q: On numbers 14 & 15 on the Bid Schedule, what is the difference between them? 0 A: #14. B-1 is a standard analog telephone line. a #15. is a standard B-1 setup as a rotary group by the provider. Calls to a single number would ring to each of the lines in the group in turn. 7. Q: #16 on Bid Schedule, how many DID's do you have within the 252 Exchange? A: We want the whole exchange all 10,000 numbers that are currently assigned to us. If you require additional information please post a question on the Online Bidding site or contact me 1 op, using the above contact information. C: Mike Berrios, Project Manager Packet Pg. 1367 16.E.10.a Co ler County Email: BrendaBrilhart@colliergov.net Telephone: (239)252-8446 Avirrinistrative Services Division FAX: (239)252-6697 Purchasing ADDENDUM #5 Memorandum CD CD CD Date: July 13, 2016 From: Brenda Brilhart, Procurement Strategist in To: Interested Parties Subject: Addendum #5— ITB 16-6665 Communication Services: Voice & Data E The following clarifications are issued as an addendum identifying the following changes for the referenced solicitation: N N_ Our on-line bidding website is having some technical difficulties, therefore the bid due date will be extended until 2:30 PM on July 14, 2016. Please submit a hard copy to the following address: trz cts° Brenda Brilhart, Procurement Strategist Collier County Government c°n 3327 Tamiami Trail East Naples, Florida 34112 (239) 252-8446 cp U_ O If you require additional information please post a question on the Online Bidding site or contact me using the above contact information. c C: Mike Berrios, Project Manager r.+ Packet Pg. 1368 Invitation to Bid Solicitation: ITB 16-6665 Communication Services: Voice & Data July 13, 2016 Respectfully submitted by: Carmelo Cappuzzello Global Relationship Manager 1520 Lee Street Fort Myers, FL 33901 954-940-7103 Carmelo. Cappuzzello@a centurylink.com USE AND DISCLOSURE OF DATA CenturyLink's proposal may contain CenturyLink trademarks, trade secrets, and other proprietary information. CenturyLink acknowledges that the proposal may be subject to disclosure in whole or in part under applicable freedom of information, open records, or sunshine laws and regulations (collectively, T01"). CenturyLink requests that customer provide CenturyLink with prompt notice of any intended FOI disclosures or post -execution FOI requests, citations to or copies of applicable FOI for review, and an appropriate opportunity to seek protection of CenturyLink confidential and proprietary information consistent with all applicable laws and regulations. a1 % CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data Table of Contents Transmittal Letter Legal Notice Attachment 2: Vendor's Check List Attachment 3a: Vendor Bid Response Form Attachment 3b: Vendor Bid Response Form Attachment 4: Local Vendor Preference Attachment 5: Immigration Law Affidavit Attachment 6: Vendor Substitute W-9 Attachment 7: Insurance and Bonding Requirement Exceptions to Specifications Exhibit 1 — Bid Schedule Exhibit 2 — DDoS Pricing Exhibit 3 — Managed Firewall Pricing Exhibit 4 — List of Qualified and ICB Sites Exhibit 5 - Sample CenturyLink Custom Cover Agreement Exhibit 6 - Sample CenturyLink Loyal Advantage Agreement Exhibit 7 — Certificates to Transact Business in Florida Exhibit 8 — E -Verify Compliance Exhibit 9 — W -9's Product Information Ethernet Internet DDoS Network Based Security (NBS) i N217309 Sl % July 13, 2016 CenturyLink'° Government Collier County ITB 16-6665 Communication Services: Voice & Data 11 CenturyLink- Government July 13, 2016 Procurement Director Collier County Government Purchasing Department 3327 Tamiami Trail E Naples FL 34112 Subject: Bid Response to Solicitation: ITB 16-6665 Communication Services: Voice & Data Dear Ms. Markiewicz, CenturyLink would like to thank Collier County for the opportunity to respond to your ITB 16-6665 Communication Services: Voice & Data. We are a local business employing over 500 people in Lee and Collier County and provide services today to the County and it's residents/constituents and have conducting business here since 1925. Today, Embarq Florida is now part of CenturyLink. CenturyLink (NYSE: CTL) is a global communications, hosting, cloud and IT services company enabling millions of customers to transform their businesses and their lives through innovative technology solutions. CenturyLink offers network and data systems management, Big Data analytics and IT consulting, and operates more than 55 data centers in North America, Europe and Asia. We provide broadband, voice, video, data and managed services over a robust 250,000 -route -mile U.S. fiber network and a 300,000 -route -mile international transport network. With a dedicated account team, local presence and experience working with and providing network products and services to Collier County Government, Clerk of Courts, Sheriff and 911 Dispatch to name a few. We are confident that CenturyLink has the expertise, experience and solutions to meet and exceed the requirements outlined in your ITB. Please accept our response and we look forward to a continuing to provide you with the products and services you have with us today and expanding into others that are available. Kind Regards, e wn,e& eappuaaeeea. Account Manager ii N217309 11 % July 13, 2016 `a11�7 CenturyLink- Government Collier County ITB 16-6665 Communication Services: Voice & Data Legal Notice: CenturyLink thanks you for the opportunity to respond to this ITB. On April 1, 2011 CenturyLink and Qwest merged to become the third largest national telecommunications company in the United States. The combined company operates in local markets in 37 states and services business and government customers across the country. If awarded the contract, based on the requirements contained in the ITB the CenturyLink legal entity providing products and services to you will be CenturyLink Communications, LLC. Products and services not specifically addressed in this response may be available from other CenturyLink companies and information about those services will be made available to you upon request after further review. CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC ("CenturyLink") provides interstate services according to Qwest's Rate and Service Schedule or intrastate services according to the applicable CenturyLink Tariff, service offering, CenturyLink ISS or other similar document in the subject state. CenturyLink also provides unregulated, internet-based services such as VOIP, iQ NetworkingTM, Private Routed Network, Managed Firewall and Security - Virtual Private Networking (MFW -VPN), and Hosting Services. CenturyLink has provided you information about our products and services and responses to your questions. The CenturyLink response is not intended to create a binding contractual commitment between the parties and CenturyLink agrees to negotiate in good faith the terms and conditions requested in the ITB for incorporation into a resulting contract for services. CenturyLink proposes that these terms and conditions be included as attachments to the resulting contract and that the contract executed between the parties take priority over both the original ITB and the CenturyLink response. To assist in your evaluation, copies of the CenturyLink standard terms and conditions, relevant product -specific terms and conditions are attached to this proposal. The information contained in this proposal is CenturyLink confidential information CenturyLink acknowledges that the proposal may be subject to disclosure in whole or in part under applicable freedom of information, open records, or sunshine laws and regulations (collectively, "FOI"). CenturyLink requests that customer provide CenturyLink with prompt notice of any intended FOI disclosures or post -execution FOI requests, citations to or copies of applicable FOI for review, and an appropriate opportunity to seek protection of CenturyLink confidential and proprietary information consistent with all applicable laws and regulations. N217309 July 13, 2016 CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data Attachment 2: Vendor's Check List IMPORTANT: THIS SHEET MUST BE SIGNED BY VENDOR. Please read carefully, sign in the spaces indicated and return with bid. Vendor should check off each of the following items as the necessary action is completed: 1. The Bid has been signed. 2. The Bid prices offered have been reviewed. 3. The price extensions and totals have been checked. 4. The payment terms have been indicated. 5. Any required drawings, descriptive literature, etc. have been included. 6. Any delivery information required is included. 7. If required, the amount of bid bond has been checked, and the bid bond or cashier's check has been included. 8. Addendum have been signed and included, if applicable. S. Affidavit for Claiming Status as a Local Business, if applicable. 10. Immigration Affidavit and company's E -Verify profile page or memorandum of understanding. 11. Copies of licenses, equipment lists, subcontractors or any other information as noted in this ITB. 12. The mailing envelope must be addressed to: Procurement Director Collier County Government Purchasing Department 3327 Tamiami Trail E Naples FL 34112 The mailing envelope must be sealed and marked with: • Solicitation: ITB 16-6665 Communication Services: Voice & Data • Opening Date 13. The bid will be mailed or delivered in time to be received no later than the specified opening date and time. (Otherwise bid cannot be considered.) 14. If submitting a manual bid, include any addenda (initialed and dated noting understanding and receipt). If submitting bid electronically, bidder will need to download all related documents on www.colliergov.net/bid. The system will date and time stamp when the addendum files were downloaded ALL COURIER DELIVERED BIDS MUST HAVE THE BID NUMBER AND TITLE ON THE OUTSIDE OF THE COURIER PACKET. CenturvLink Comp y me Signa red Titl [late / duly 13 2016 CenturyLink- Government LJ Collier County ITB 16-6665 Communication Services: Voice & Data • Attachment 3a: Vendor Submittal — Bid Response Form . FROM: Embarg Florida, Inc. dba CenturyLink Board of County Commissioners Collier County Government Center Naples, Florida 34112 • RE: Solicitation: ITB 16-6665 Communication Services: Voice & Data • Dear Commissioners: The undersigned, as Vendor, hereby declares that the specifications have been fully examined and the Vendor is fully informed in regard to all conditions pertaining to the work to be performed for as per the • scope of work. The Vendor further declares that the only persons, company or parties interested in this Bid or the Contract to be entered into as principals are named herein; that this Bid is made without connection with any other person, company or companies submitting a Bid; and it is all respects fair and • in good faith, without collusion or fraud. The Vendor proposes and agrees if this bid is accepted, to comply with the requirements in full and in . accordance with the terms, conditions and specifications denoted herein. The Vendor agrees to provide the following: 0 CenturyLink Response: CenturyLink thanks you for the opportunity to respond and has provided you information about our products and services and responses to your questions. The CenturyLink response is not intended to create a binding contractual commitment between the parties and CenturyLink agrees to negotiate in good faith the terms and conditions requested in the ITB for incorporation into a resulting contract for services. To assist in your evaluation, CenturyLink has attached a copy of a sample CenturyLink Custom Cover Agreement for Collier County's review and discussion. CenturyLink is confident we will be able to fully negotiate a mutually acceptable agreement. * * * SEE FOLLOWING PAGES * * * Any discounts or terms must be shown on the Bid Response Form. Such discounts, if any, will be considered and computed in the tabulation of the bids. In no instance should terms for less than fifteen (15) days payment be offered. Prompt Payment Terms: N/A % N/A Days; Net 30 Days Note: If you choose to bid manually, please submit an ORIGINAL and ONE COPY of your bid response pages. The undersigned do agree that should this Bid be accepted, to execute a formal contract, if required, and present the formal contract to the County Procurement Director for approval within fifteen (15) days after being notified of an award. 2 N217309 SI % July 13, 2016 !�,,, CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data ITB 16-6665 Communications: Data & Voice *BID SCHEDULE See Exhibit 1 — Bid Schedule 3 �i N217309 July 13, 2016 , CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data W4 IN WITNESS WHEREOF, WE have hereunto subscribed our names on this cZ ` day of x 2016 in the County of in the State of Firm's Complete Legal Name Embarg Florida Inc. dba CenturyLink Address 100 CenturyLink Drive City, State, Zip Monroe, LA 71203 Florida Certificate of Authority Document Number 017944 Federal Tax Identification Number 59-0248365 CCR # or CAGE Code 1 LGX1 Telephone Number 239-335-8248 FAX Number 303-391-2188 Signature / Title Type Name of Signature Carmelo Cappuzzello on Behalf of Jake Darfler, Manager Offer Management Date 7`// Additional Contact Information Send Payments To: (REQUIRED ONLY if different from above) Firm's Complete Legal Name CenturyLink Address P.O. Box 1319 City, State, Zip Contact Name Telephone Number FAX Number Charlotte, NC 28201-1319 Carmelo Cappuzzello 954-940-7103 303-391-2503 _. Email Address carmeio c uzzello@centurylink.com N217309 July 13, 2016 , CenturyLink Governmerrt 4 Collier County ITB 16-6665 Communication Services: Voice & Data Attachment 3b: Vendor Submittal — Bid Response Form FROM: CenturvLink Communications, LLC dba CenturvLink Board of County Commissioners Collier County Government Center Naples, Florida 34112 RE: Solicitation: ITB 16-6665 Communication Services: Voice & Data Dear Commissioners: The undersigned, as Vendor, hereby declares that the specifications have been fully examined and the Vendor is fully informed in regard to all conditions pertaining to the work to be performed for as per the scope of work. The Vendor further declares that the only persons, company or parties interested in this Bid or the Contract to be entered into as principals are named herein; that this Bid is made without connection with any other person, company or companies submitting a Bid; and it is all respects fair and in good faith, without collusion or fraud. The Vendor proposes and agrees if this bid is accepted, to comply with the requirements in full and in accordance with the terms, conditions and specifications denoted herein. The Vendor agrees to provide the following: CenturyLink Response: CenturyLink thanks you for the opportunity to respond and has provided you information about our products and services and responses to your questions. The CenturyLink response is not intended to create a binding contractual commitment between the parties and CenturyLink agrees to negotiate in good faith the terms and conditions requested in the ITB for incorporation into a resulting contract for services. To assist in your evaluation, CenturyLink has attached a copy of a sample CenturyLink Loyal Advantage Agreement for Collier County's review and discussion. CenturyLink is confident we will be able to fully negotiate a mutually acceptable agreement. * * * SEE FOLLOWING PAGES * * * Any discounts or terms must be shown on the Bid Response Form. Such discounts, if any, will be considered and computed in the tabulation of the bids. In no instance should terms for less than fifteen (15) days payment be offered. Prompt Payment Terms: N/A % N/A Days; Net 30 Days Note: If you choose to bid manually, please submit an ORIGINAL and ONE COPY of your bid response pages. The undersigned do agree that should this Bid be accepted, to execute a formal contract, if required, and present the formal contract to the County Procurement Director for approval within fifteen (15) days after being notified of an award. 5 N217309 July 13, 2016 CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data ITB 16-6665 Communications: Data & Voice BID SCHEDULE See Exhibit 1 — Bid Schedule N217309 July 13, 2016 6 �� Centurylink® Government Collier County ITB 16-6665 Communication Services: Voice & Data Pd- IN WITN SS WHEREOF, WE have hereunto subscribed our names on this ` day of 9U4 , 2016 in the County of in the State of Firm's Complete Legal Name CenturyLink Communications LLC. dba CenturyLink Address 100 CenturyLink Drive City, State, Zip Monroe, LA 71203 Florida Certificate of Authority Document Number M09000000032 Federal Tax Identification Number 04-6141739 CCR # or CAGE Code 09456 Telephone Number 239-335-8248 FAX Number 303-391-2188 Signature / Title Type Name of Signature Carmelo Cappuzzello on Behalf of Jake Darfler, Manager Offer Management Date Additional Contact Information Send Payments To: (REQUIRED ONLY if different from above) Firm's Complete Legal Name CenturyLink Address City, State, Zip Contact Name Telephone Number FAX Number Email Address N217309 July 13, 2016 P.O. Box 52187 Phoenix, AZ 85072-2187 Carmelo Cappuzzello 954-940-7103 303-391-2503 carmeto.cappuzzello@centurylink.com 7 -, fCenturyLink- Government Collier County ITB 16-6665 Communication Services: Voice & Data Attachment 4: Vendor Submittal — Local Vendor Preference Affidavit Solicitation: ITB 16-6665 Communication Services: Voice & Data (Check Appropriate Boxes Below) State of Florida (Select County if Vendor is described as a Local Business ® Collier County ® Lee County Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of County Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Purchasing Policy: Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax Collector for at least one year prior to bid or proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier County from which the vendor's staff operates and performs business in an area zoned for the conduct of such business. A Post Office Box or a facility that receives mail, or a non -permanent structure such as a construction trailer, storage shed, or other non -permanent structure shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic development and well-being of Collier County in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities, support and increase to the County's tax base, and residency of employees and principals of the business within Collier County. Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their bid or proposal to be eligible for consideration as a "local business" under this section. A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to the County will lose the privilege to claim Local Preference status for a period of up to one year under this section. Vendor must complete the following information: Year Business Established in ®Collier County or ® Lee County: 1925 Number of Employees (Including Owner(s) or Corporate Officers): 506 Number of Employees Living in ® Collier County or ❑ Lee (Including Owner(s) or Corporate Officers): 429 If requested by the County, vendor will be required to provide documentation substantiating the information given in this affidavit. Failure to do so will result in vendor's submission being deemed- not applicable. Vendor Name: CenturvLink Date: Address in Collier or Lee County: 3530 Kraft Road Unit 100 Naples FL 34105 Signature: STATE OF FLORIDA ❑ COLLIER COUNTY ❑ LEE COUNTY Title: Global Relationship Manager Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this f f Day of 20 Notary Public WMSIVENCER M Commission Expires: 1 i � � � - MY COMMISSION# EE W,47 My EXPIRES: October3l, 2016 (AFFIX OFFICIAL SEAL) ° r `ot``oe BoWWrfou&40Not"sawn 8 N2173o9 0 July 13, 2016 w'CenturyLink3 I Government Collier County ITB 16-6665 Communication Services: Voice & Data (AFFIX OFFICIAL SEAL) Attachment 5: Vendor Submittal — Immigration Affidavit Solicitation: ITB 16-6665 Communication Services: Voice & Data This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid (ITB's) and Request for Proposals (RFP) submittals_ Further, Vendors / Bidders are required to enroll in the E -Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E -Verify Company Profile page or a copy of the fully executed E -Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the It -Verify program, may deem the Vendor / Bidder's proposal as non-responsive. Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e) of the Immigration and Nationality Act ("INA"). Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A (e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A (e) of the INA shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration Act and subsequent Amendment(s)) and agrees to comply with the provisions of the Memorandum of Understanding with E -Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E -Verify), operated by the Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the Vendor's / Bidder's proposal. Company Name Print Name Carmelo Cappuzzeuo Title Global Relationship Manager Signature Date State of ? f-1. + k County of The foregoing instrument was signed and acknowledged before me this i' ti clay of 20?�-,,by C�;L4w iob-4�I-049-t3 4 + �_ v who has produced v r . s .: c 4 - i C u as identification. (Print or Type Name) (Type of Identification and Number) Notary Public Signature Printed Name of Notary Public MYCOMMISSION # EE 848147 Notary Commission Number/Expiration * EXPIRES: October 31, 2016 M �°v�Oe 9arded Thu &dget Nd�y S�rvi::a 9 N217309 July 13, 2o1s ClrlltUCyL117�(® Government Collier County ITB 16-6665 Communication Services: Voice & Data Attachment 6: Vendor Substitute W-9 Request for Taxpayer Identification Number and Certification In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following information for tax reporting purposes from individuals and companies who do business with the County (including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be used for no other purpose than herein stated. Please complete all information that applies to your business and return with your quote or proposal. 1. General Information (provide all information) — See Exhibit 9 for our W -9's Taxpayer Name (as shown on income tax return) Business Name (if different from taxpayer name) Address State Telephone Order Information Address City FAX Email FAX State Zip 2. Company Status (check only one) City Zip Email Remit / Payment Information Address City State Zip FAX Email _Individual / Sole Proprietor _Corporation _Partnership _Tax Exempt (Federal income tax-exempt entity under _ Limited Liability Company Internal Revenue Service guidelines IRC 501 (c) 3) Enter the tax classification (D = Disregarded Entity, C = Corporation, P = Partnership) 3. Taxpayer Identification Number (for tax reporting purposes only) Federal Tax Identification Number (TIN) (Vendors who do not have a TIN will be required to provide a social security number prior to an award of the contract.) 4. Sign and Date Form Certification: Under penalties of perjury, t certify that the information shown on this form is correct to my knowledge. Signature Date Title Phone Number 10 N217309 July 13, 2016 CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data Attachment 7: Vendor Submittal — Insurance and Bonding Requirements 1. ® Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Compensation Government Statutory Limits and Requirements 2. ® Employer's Liability $100,000 single limit per occurrence 3. ® Commercial General Bodily Injury and Property Damage Liability (Occurrence $1,000,000 single limit per occurrence, $2,000,000 aggregate for Bodily Form) patterned after the Injury Liability and Property Damage Liability. This shall include current ISO form Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. 4. ® Indemnification To the maximum extent permitted by Florida law, the Contractor/Vendor /Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor/Vendor/Consultant or anyone employed or utilized by the Contractor/Vendor/Consultant in the performance of this Agreement. 4. ® Automobile Liability $ 1,000,000 Each Occurrence; Bodily Injury & Property Damage, Owned/Non-owned/Hired; Automobile Included 5. ❑ Other insurance as ❑ Watercraft $ Per Occurrence noted: United States Longshoreman's and Harbort coverage shall El United Ac be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Aircraft Liability coverage shall be carried in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. $ Per Occurrence ❑ Pollution $ Per Occurrence ❑ Professional Liability $ per claim and in the aggregate • $1,000,000 per claim and in the aggregate • $2,000,000 per claim and in the aggregate ❑ Project Professional Liability $ Per Occurrence ❑ Valuable Papers Insurance $ Per Occurrence 11 N217309 July 13, 2016 CenturyLink® Government • Collier County • ITB 16-6665 Communication Services: Voice & Data ❑ Employee Dishonesty / Crime $ Per Occurrence Including Employee Theft, Funds Transfer Fraud, Include a Joint Loss Payee endorsement naming Collier County. 6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds, cashiers' check or an irrevocable letter of credit, a cash bond posted with the County Clerk, or proposal bond in a sum equal to 5% of the cost proposal. All checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. 7. ❑ Performance and For projects in excess of $200,000, bonds shall be submitted with the Payment Bonds executed contract by Proposers receiving award, and written for 100% of the Contract award amount, the cost borne by the Proposer receiving an award. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall be rated as W or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5% of the reported policy holders' surplus, all as reported in the most current Best Key Rating Guide, published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New York 10038. 8_ ® Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Vendor shall provide County with certificates of insurance meeting the required insurance provisions. 9. ® Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability where required. 10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. 11. ® Thirty (30) Days Cancellation Notice required. RLC 6/9/2016 Vendor's Insurance Statement We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five (5) days of the award of this solicitation. Name of Firm Vendor Signature Date 07/12/2016 Print Name Carmelo Cappuzzello on Behalf of Jake Darfler, Manager Offer Management Insurance Agency Marsh USA, Inc. Agent Name Cheri Koch Telephone Number 206-214-3098 12 N217309 0 113 July 13, 2016 7,117 CenturyLink,- Government Collier County ITB 16-6665 Communication Services: Voice & Data Exceptions to Specifications 1) CenturyLink takes exception to the terms and conditions contained within Bid Solitication 16-6665 and has included samples of our proposed contracts; CenturyLink Customer Cover Agreement (CCCA) and CenturyLink Loyal Advantage Agreement (CLA) for your consideration (see Exhibits 5 and 6). Upon award, CenturyLink will work with Collier County to negotiate mutually acceptable terms. 2) Exceptions to 16-6665 spec Bid Schedule a. Pricing for 1, 2, and 3 years is based on a 1, 2, and 3 year contract/term commit. Pricing is Monthly Recurring per line item. b. Category I, Internet, Item 1 (100MB) i. Available at 8075 Lely Cultural Parkway and 3299 Tamiami Trail E. c. Category I, Internet, Items 1-7 (100MB, 200MB, 300MB, 500MB, 1GB, 2GB, 5GB) i. Available at 8075 Lely Cultural Parkway d. Category I, Internet Items 1-7 (100MB, 200MB, 300MB, 500MB, 1GB, 2GB, 5GB) i. ICB for sites and bandwidths that are not listed above in 2a and 2b. e. Category I, Internet, Item 9 (DDOS) i. CenturyLink has provided pricing in Exhibit 1 for DDoS pricing f. Category I, Internet, Items 10, 11, and 12 (Malware, IDS/IPS Monitoring, Filtering Service) i. CenturyLink has provided pricing for these services in Exhibit 2 g. Category III — Ethernet Services, Aggregate Site Connectivity i. Item 20 — 250MB symmetrical is replaced with 300MB ii. Item 28 — 50GB symmetrical is offered at 40GB as 50GB is not available iii. Item 29 —10OGB symmetrical is not available iv. Monitoring and Utilization services pricing is per circuit/per month h. Catergory IV — WAN Site Connections i. Item 30 —1 MB symmetrical is not available ii. Item 31 —1.5MB symmetrical — CenturyLink has priced this under the assumption that these are 2 existing TransLink circuits (60.DHZX.646504..UFLG priced at $638.70 Monthly & 60.DHZX.637679..UFLG priced at $1,091.90 Monthly). iii. Line 35 — 20MB symmetrical — CenturyLink has priced a quantity of 1 location as requested in the Bid Schedule. However, it must be noted that there are 3 sites in the revised site list that are 20MB. iv. Monitoring and Utilization services pricing is per circuit/per month 13 / ami N217309 S1 % July 13, 2016 1%11,7 11, CenturyLink® Government • Collier County ITB 16-6665 Communication Services: Voice & Data v. A list of Qualified sites and ICB sites can be found in Exhibit 4. All other sites/bandwidths not identified in Exhibit 4 are ICB. Line 44 — Technician Hourly Rate i. CenturyLink's hourly rate does not apply to services offered as part of our submittal. Line 45 — Material Markup% i. N/A k. Line 46 - *Award based on these line items. (#s 1, 5, 12, 13, 14, 16, 17, 19, 20, 29, 31, 32, 33,34) i. CenturyLink total's are calculated using items noted with * in Column C 3) Bid Schedule requests "No rate -limiting for any protocol below our purchased bandwidth" a. CenturyLink understands and will comply.CenturyLink will work with the customer on the best network design to suite the customer needs and prevent any broadcast storms in the customer network and/or CenturyLink network. 4) Erate pricing — Page 3 of solicitation, Scope of Work, requests a -Rate pricing for any services that qualify. a. CenturyLink cannot locate an associated 470 that would cover the Federal competitive bid requirement for this procurement to be used for E -rate and therefore this section is N/A. Additionally, any resulting contract between CenturyLink and Collier County cannot be used for services to which the E -rate program would be utilized. Lastly, we would like to clarify that E -rate does not supply different pricing rates but rather acts as a source to help pay for services. Therefore there is no difference in pricing based on E -rate being used or not used. CenturyLink has been providing equipment and services using the E -Rate program since its inception in 1998. Our E -Rate team is constantly monitoring this program's regulations, eligibility and deadlines. Our E -rate team would be happy be help you with your specific E - rate requirements however, this would be outside of this ITB and specific to E -rate program requirments and processes. 5) Page 6 of Solication - Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. a. All charges shown in the pricing table are for products and services only and do not include any applicable taxes or fees. Due to state -by -state variations, CenturyLink is not able to provide specific charges for taxes or fees. Tax rates/applications are always subject to change without prior notice. CenturyLink applies all federal, state, and local tax rates and fees based on current rates at time of billing. 14 N217309 'lI % July 13, 2016 %,w CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 1 Bid Schedule 15 W. 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M C m N 0 N Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 2 DDoS Pricing 16 N217309 July 13, 2016 CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data DDoS Pricing DDoS Solution Monthly Price Monthly Price Monthly Price One-time with 1 Year Term with 2 Year Term with 3 Year Term Charge $1,200.00 $1,200.00 $1,200.00 Mitigation Only plus $250.00 hourly plus $250.00 hourly plus $250.00 hourly $750.00 Low Premium during attack during attack during attack (attack sizes up to 1Gig) mitigation mitigation mitigation $2,400.00 $2,400.00 $2,400.00 Mitigation Only plus $250.00 hourly plus $250.00 hourly plus $250.00 hourly $750.00 High Premium during attack during attack during attack (attack sizes up to 10+Gig) mitigation mitigation mitigation Detection/Mitigation 100Meg to 1Gig applied $5,521.60 $5,006.40 $4,851.20 $750.00 bandwidth and 10Gig+ attack size Detection/Mitigation 1Gig applied bandwidth $6,544.00 $5,850.40 $5,640.80 $750.00 and 10Gig+ attack size Detection/Mitigation 2Gig applied bandwidth $10,366.40 $9,096.00 $8,712.80 $750.00 and 10Gig+ attack size Detection/Mitigation 8Gig applied bandwidth $14,692.80 $12,665.60 $12,054.40 $750.00 and 10Gig+ attack size N217309 July 13, 2016 17 �.a�r �1►j� �, CenturyUnk® Government Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 3 Managed Firewall Pricing 18 N217309 FXV July 13, 2016 ��'� CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data Managed Firewall Pricing Managed FW/IPS Monthly Price Monthly Price Monthly Price One-time with 1 Year Term with 2 Year Term with 3 Year Term Charge Managed Firewall Includes IDS/IPS Monitoring and Filtering 994.4 631.2 520.8 $625.00 Service for 100Meg to 1Gig Managed Firewall Includes IDS/IPS 2,207.20 1,341.60 1,079.20 $875.00 Monitoring and Filtering Service for 2Gig Managed Firewall Includes IDS/IPS 13,092.80 7,128.00 5,333.60 $1,075.00 Monitoring and Filtering Service for 8Gig N217309 July 13, 2016 19 CenturyLink® "� Government Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 4 List of Qualified and ICB Sites Ethernet Sites Qualified to 100Meg Immokalee Blockhouse 312 Stockade Road Immokalee, FL 34142 Margood Harbor Park 321 Pear Tree Avenue Goodland, FL 34140 Naples Regional Library 650 Central Avenue Naples, FL 34102 Vanderbilt Beach Road Parking Garage 100 Vanderbilt Beach Road Naples, FL 34108 Everglades Museum 105 Broadway Avenue West Everglades City, FL 34139 Immokalee Airport 165 Airpark Blvd. Immokalee, FL 34142 Pelican Bay Services 801 Laurel Oak Drive Suite 302 Naples, FL 34108 Vanderbilt Beach Library 788 Vanderbilt Beach Road Naples, FL 34108 East Naples Library 8787 Tamiami Trail East Naples, FL 34113 20 N217309 I % July 13, 2016 sAsl CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 4 List of Qualified and ICB Sites Ethernet Sites Qualified to 100Meg Immokalee Library 417 N. First Street Immokalee, FL 34142 Marco Library 210 S. Heathwood Drive Marco Island, FL 34145 Estates Library 1266 Golden Gate Parkway West Naples, FL 34120 Everglades Airport 650 Everglades City Airpark Road Everglades City, FL 34139 Everglades City Library 102 Copeland Avenue North Everglades City, FL 34139 South Water Plant 3851 City Gate Blvd. Naples, FL 34117 Naples Recycling Center 2640 Corporate Flight Drive Naples, FL 34104 Marco Recycling Center 990 Chalmer Drive Marco Island, FL 34145 21 N217309 SI % July 13, 2016 15A'7CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 4 List of Qualified and ICB Sites Ethernet Site Qualified to 40Gig Emergency Services Center 8075 Lely Cultural Parkway Naples, FL 34113 Internet Site Qualifed to 5Gig Emergency Services Center 8075 Lely Cultural Parkway Naples, FL 34113 Internet Site Qualified to 100Meg BLDG -F 3299 Tamiami Trail East Naples, FL 34112 Ethernet Sites requiring ICB to expand bandwidth beyond 10Meg University Extension 14700 Immokalee Road Naples, FL 34120 Cocohatchee Park 13531 Vanderbilt Drive Naples, FL 34110 Marco Airport 2005 Mainsail Drive Naples, FL 34114 Freedom Park 1515 Golden Gate Parkway Naples, FL 34105 *** Any site not listed in Exhibit 4 would be ICB *** N217309 July 13, 2016 22 1 CenturyLink® Government Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 5 Sample CenturyLink Customer Cover Agreement (CCCA) 23 N217309 July 13, 2016 `j�� CenturyLink® Government CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Contract #16-6538 This CenturyLink Custom Cover Agreement (the "Agreement") between CENTURYLINK SALES SOLUTIONS, INC. as contracting agent on behalf of the applicable CenturyLink affiliated entities providing the Products and Services ("CenturyLink") and COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS ("Customer") establishes the terms and conditions governing CenturyLink's provision of the Products and Services priced in this Agreement. This Agreement and any information concerning its pricing, terms and conditions are CenturyLink's proprietary information and subject to Chapter 119, Florida Statues, also known as the Public Records Law. All capitalized terms not otherwise defined in this Agreement will have the meanings set forth in the applicable Attachment. For an interim period until all work is completed to update systems and platforms related to the combination of EMBARQ and CenturyTel, and the acquisition of Qwest, the names EMBARQ and CenturyTel may be used in association with the products and services provided by CenturyLink in this Agreement>and,Qwest products and services will be sold under a separate agreement. 1. TERM. This Agreement will be for a term of 12 months ("Agreement Terra?`T starting o6 the date all parties have signed this Agreement ("Effective Date"). This Agreement may be 'reviewed for' multiple 12 -month renewal terms (the "Renewal Term") if Customer provides written notice to Centurytink at least.sixty (60) days before the Initial Term expires. The Initial Term and the Renewal Term are bectively referred to as the Agreement Term. CenturyLink will not accept Orders afterexpiration of the Agreement Term, but the Agreement will continue to apply to any unexpired Orders properly placed during the AgreeMO,fit Term. The Order Term for a particular Product or Service is defined in tfie applicable attachment. 2. PRODUCTS AND SERVICES ATTACHMENTS. 2.1 Products and Services. CenturyLink will provide to Custori a#;the Products and Services identified in the following Attachments attached :and incorporated by lhis„reference. The name of the CenturyLink operating company providtng,Producfs' and Service "'::to Customer is listed in the Attachment. Attachment A: Tariffed Business:; Services' Attachment B: CenturyLink Nantariffed Business.:Products and Services 2.2 Terms and Conditions. CenturyUnk provides Products and Services under terms and conditions incorporated by reference in the applicable Attachment. 2.3 Purchase Orders. ff expressly permitted underthe applicable Attachment, CenturyLink will accept Customer -issued purchase orders, which will be subject to this Agreement. To obtain pricing on Services at the rates provided withirr'this Agreement, Customer must issue a Purchase Order referencing this Agreement."':... 2.4 Terminatit>rtkt,Customer gives:aatice of cancellation or termination, disconnects any portion of a Service or otherwise breaches this Agreement resulting in the termination of Service before the end of an Order Term or q'y.::subsequent renewal, termination liability will apply as described in the applicable Attachment. If notermination liability is specified in the applicable Attachment, Customer will be liable for 50% of the monthly payments that would otherwise remain in the Order Term. 3. RATES AND CHARGES. Customer will pay the rates and charges set forth in the applicable Attachment. Rates, do not, include applicable local, state, or federal taxes or surcharges that CenturyLink may bill Custor. er. CoMe>• `County; Florida as a political subdivision of the State of Florida, is exempt from the payment of Florid'a'sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C=f. From the date Customer provides CenturyLink with tax exemption documentation, CenturyLink will riot charge for the taxes covered by the exemption. Customer will remain liable for any other applicable taxes, surcharges and/or fees. 4. UNIFORM RESOURCE LOCATORS (URLs). References to URLs in this Agreement include any successor URLs designated by CenturyLink. 5. QUALIFICATIONS AND CONDITIONS. 5.1 Qualifications. To receive pricing under this Agreement, Customer must meet the following Qualifications on the Effective Date. If Customer does not meet these Qualifications, CenturyLink may terminate this Agreement. N217309 Page 1 of 18 © CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Contract #16-6538 6. 6. A. Customer must be a current CenturyLink customer with offices located at 3299 Tamiami Trail East, Naples, FL 34112. 5.2 Conditions. During each billing month of the Agreement Term, Customer must meet the following Conditions to receive all benefits under this Agreement. If Customer does not meet any one of these Conditions, CenturyLink may adjust Customer's Services Charges or terminate this Agreement. A. Customer must maintain an office at 3299 Tamiami Trail East, Naples, FL 34112. INSURANCE REQUIREMENTS. 6.1 CenturyLink maintains insurance as follow: A. Commercial General Liability. Coverage shall have mihirnum limits>:of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Fpivperty Damage Liability. This shall include Premises and Operations; Independent Contractor�i• Products and (completed Operations and Contractual Liability. B. Business Auto Liability. Coverage shall have minimum limits -:0f,' $1,000,000 Per Occurrence, Combined Single Limit for Bodily Infory Liability and Property Dam e, Liability. This shall include: Owned Vehicles, Hired and Non Owned -Vehicles and Employee Nara -Ownership. C. Workers' Compensation. Insurance: covenng all; employees meeting Statutory Limits in compliance with the applicable state and federal taws. 6.2 The coverage must include accident. 6.3 CenturyLink shall insure that it is required to meet. The same subcc the required insurance provisions. PRICING EXPIRATION. To become Customer representative; (b):..delivere CenturyLink officer or authorFed desii writing by both parties. CENTURYLINK SALES SOLUTIONS, I I to nee. Address for Notice Sales Administration `< 665 Lexington Avenue Mailstop: OHMANB0107 Mansfield, OH 44907 Liability shall a minis''Urn- limit of $1,000,000 for each with the same insurance requirements that omer with certificates of insurance meeting :;::this Agreement must be: (a) signed by an authorized uryLnk on or before MM/DD/2016; and (c) signed by a rations to this Agreement are not valid unless accepted in COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS By: Name: Title: Date: Address: N217309 Page 2 of 18 © CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Contract #16-6538 ATTACHMENT A TARIFFED BUSINESS SERVICES CENTURYLINK ENTITIES. Services described in this Attachment are provided by the applicable CenturyLink entity(ies) listed below. OTHER CENTURYLINK OPERATING COMPANIES STATES OF OPERATION(S) Embarg Florida, Inc. 'Florida 2. FILING CONCURRENCE. The general terms and conditions of the Agreement and this Attachment are effective on the Effective Date. Service -specific rates or terms and conditions that red4ire filing with or approval by regulatory agencies ("ICB Terms") will not become effective until the filing and. approval requirements for the applicable jurisdiction are fulfilled. Service will be offered Ohder the applicable Tariff until the ICB Terms become effective. If a regulatory agency does not approvethe.iEB Terms, tfe parties will enter into good faith negotiations to develop a mutually agreeable resolution. 2. SERVICES. The CenturyLink entity(ies) listed above will prove below ("Price Table"). Services are purchased for the specific an "Order Term"), as listed in the Price Table. Each Order Ten billing month after the Effective Date or the date.t# at Centuy': to Customer. Unless the parties otherwise agree m writing, if. expiration of the Service's applicable OrderPerm GenturyLb Tariff or list pricing and then -current terms and conditions, alf c 3. to Customer the Services Rs' ted in the table }rmfor the particula�Service ordered (each, begihS:,on the later dithe first day of the first nk instajfs:and make's that Service available ustomer cdtttinues to receive a Service after will provide tkfat Service at its then -current which are subject to change. Customer Billing Service/Installation Type of 9�rvice Order MRC NRC Address Address Term 3299 Tamiami Trail Qualifying Embarq B1 Service 12 Months See RFP Price See RFP East, Suite 700, Florida locations only Sheet Price Naples, FL 34112 Sheet Qualifying. Embarq; PRI 12 Months See RFP Price See RFP Florida locations 6619, Sheet Price Sheet Qualifying Embarq DID #'s; Blocks of 12 Months See RFP Price See RFP ;1=iorida locations only 100 Sheet Price Sheet QualityrrigEmbarq Rotary B1 Lines 12 Months See RFP Price See RFP locations only:. Sheet Price Sheet * Customer will pay the tariff rates and charges set forth in the Tariff or the list rates and charges set forth in he, Locaf: Terms of Service (or separate Price List within the Local Terms of Service.) Tariffs and Local Terms of Services are available at www.centurylink.com/tariffs. CenturyLink Tariff or List Rates are subject to change, which ntay cause the charges for a specific Service to change during the Agreement Term. PRICING. 3.1 Monthly Recurring Charges ("MRCs"). CenturyLink will charge Customer the MRCs for the Services described in the Price Table. Except as otherwise described in the Price Table, these rates will remain fixed for each Order Term identified. If pricing is stated as a percentage discount off of the applicable Tariff Rate or list rate, that percentage discount shall be fixed for the Order Term, the percentage discount will applied on no less than one business day's notice. Upon expiration of each Order Term, Customer will continue Services at the then current rates on a month to month basis until CenturyLink and Customer have mutually agreed to an Order Term renewal of 24 months. Prices will not exceed Customer's current rates. N217309 Page 3 of 18 C CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Contract #16-6538 4. 3.2 Non-recurring Charges ("NRCs"). CenturyLink may charge Customer NRCs related to the Services described in the Price Table or listed in applicable Tariffs or Local Terms of Service. 3.3 Additional Charges. Rates do not include applicable local, state, or federal taxes, fees, or surcharges that CenturyLink may bill Customer. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531 C-1. From the date Customer provides CenturyLink with tax exemption documentation, CenturyLink will not charge for the taxes covered by the exemption. Customer will remain liable for any other applicable taxes, surcharges and/or fees. 3.4 Special Construction Charges. Special Construction Charges maybe applicable under special conditions. Embarq may change Customer when technical limitations and/or tt?e lack of facilities exist, or if it is necessary to construct facilities to satisfy Service requests. TARIFFS/LOCAL TERMS OF SERVICE. CenturyLink provid, states under its tariffs filed with, and approved by, respective CenturyLink has withdrawn its tariffs, or withdraws its tariffs Services under the state -specific Local Terms of Service on withdrawal becomes effective and incorporated bythis:refe CenturyLink state -specific Guidebooks, Price Lists,1ocaF,Terr conditions under which CenturyLink provides detariffed ILEO Local Terms of Service, are incorporated `intorthe Agreement by i "Rates and C time. Tariffed local exchange carrier. Services `in certain feral and state regulatory commissions. If luring the Term,Century- ink will provide e;;iater of the Effective,:: ate or when the ce :"Local Terms b3f Service" means the of may modify its Tariffs or Local Terms without notice. 5. PURCHASE ORDERS. During the Agr orders from Customer specifying the qu Price Table. This Agreer". '(4, controls conditions contained in a Cusltomer issr no force or effect, except quarttity a€ the Agreement Term, the Agreement v orders properly placed during the Agre( the Contract Nutrtber listed in this Agrees or other'deregulated terms and ,ain:states. Tariffs, including the s:::reference and available at editions Website"). CenturyLink list rates are subject to change nerif berm, Centcirytigk� will accept Customer -issued purchase antity and. servicehnstallation address for the Services listed in the over any `Customer -issued purchase orders, and any terms or ed purchase`irder or other Customer ordering document will have :rvices'ordered and service/installation address. After expiration of itk certinue to apply to any unexpired Customer -issued purchase iment`Term. Any Customer -issued purchase order must reference nent. N217309 Page 4 of 18 © CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Contract #16-6538 ATTACHMENT B CENTURYLINK NONTARIFFED BUSINESS PRODUCTS AND SERVICES 1. PRODUCTS AND SERVICES. CenturyLink will provide to Customer the Products and Services listed in the tables below (each, a "Price Table"). Services are purchased for the specific term for the particular Service ordered (each, an "Order Term"), as listed in the Price Table. Each Order Term begins on the later of the first day of the first billing month after the Effective Date or the date that CenturyLink installs and makes that Service available to Customer. If Customer continues to receive a Service after expiration of the Service's applicable Order Term, CenturyLink will provide that Service at its then -current list,::Iricing and then -current terms and conditions, unless the parties otherwise agree in writing. 2. TERMS AND CONDITIONS. CenturyLink provides the Products and Services listed; in this Attachment under the Standard Terms and Conditions for Communications Services and;CenturYLinkLocal Government Customer Annex, incorporated and attached as Exhibit 1 and Exhibit 2 to thiskgreemcrtif arid the relevant Product or Service -specific terms and conditions listed below, all incorporated ` by reference in this Attachment and posted to the http://about.centurylink.com/legal/rates conditions html (the "Rates and Conditions Website"). 2.1 IP and Data Transport Services. A. The table below lists the IP and Data Transport:Services purchased by Customer and the CenturyLink entity(ies) providing those Services Type of Service ntur Lmk EEtti Providing the Service CenturyLink Metro Ethernet CIR/EIR Based:,-.-Embarq Services Florida, Inc. B. In addition to the Stara CenturyLink Local Govs CIR/EIR Based Services Annex irtcofporated by 3. PRICE TABLES FOR SERVICES. anditions for Communications Services and 3i►tlex, CenturyLink provides Metro Ethernet ink Metro Ethernet - CIR/EIR Based Services Attachment and posted to the Rates and Customer Billing :;Service/Installation Type of Service Order Monthly Non - Address Address Term Recurring Recurring Charge Charge 3299 Tamiami Qualifying EMOrq CenturyLink Metro 12 Months See RFP See RFP Trail East, Suite Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet 700, Naples, on a per quote basis* Based services (3 <Florida 34112 Mb s Quall#ying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis' Based services 5Mb s Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis' Based services (10 Mbps) Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis' Based services (20 Mb s N217309 Page 5 of 18 © CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 i i CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Contract #16-6538 N217309 Page 6 of 18 © CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet— CIR/EIR Price Sheet Price Sheet on a per quote basis" Based services (50 Mb s Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis' Based services (100 Mbps) — 10/100 Port Speed Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis' Based services (100 Mbps) —1000 PortS eed Qualifying Embarq CenturyLink Metro 12 Months ;See RFP `:See RFP Florida locations only Ethernet — CIR/EIR Price Sheet :Price Sheet on a per quote basis' Based services,::.' (200 Mbps) Qualifying Embarq CenturyLink Metra 12 Months See tFP See RFP Florida locations only Ethernet— CIR/Elft' Price Sheet Price Sheet on a per quote basis' Basec#services 500Mb s Qualifying Embarq CenturyLink Metro 12 Mbnths ' See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis`, Based services (1000 MOO) —1000 ;Port Qualifying Embarq CenturyLink Metra. 12 Months See RFP See RFP Florida locations only EttJ. Tnet — CIR/EtR Price Sheet Price Sheet on a per,quote basis' Basel services" (1000Mbp&) 10000 Port .:;Qualifying Embarq CenturyLink Metro 12Months See RFP See RFP `Florida.locations only Ethernet — CIR/EIR Price Sheet Price Sheet ' on a per quote basis' Based services 2000 Mbps) Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis` Based services 5000 Mbps) Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP "> Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis" Based services 10000 Mbps) Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis` Based services 15000 Mbps) Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis' Based services 20000 Mbps) N217309 Page 6 of 18 © CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Contract #16-6538 "Qualifying Embarq Florida Locations. An Embarq Florida qualifying location is defined as being within our legacy network footprint which has our existing Embarq fiber serving the sites being ordered. Any pew order not served by existing CTL/Embarq fiber will be priced on an ICB scenario. For Qualifying locations not requiring an ICB, the pricing table above represents new or renewal of 24 month order terms. pricing for 3.1 Monthly Recurring Charges ("MRCs"). CenturyLink will charge Custortfer the MRCS for the Services described in the Price Table. Except as otherwise described ttt<the Price Table, these rates will remain fixed for each Order Term identified.' above. Upon expiraft6h Of each Order Term, CenturyLink and Customer will have sixty (60) days €b negotiate a mutually agt abte Order Term renewal. If after sixty (60) days, Customer and CenibrXLink cannot mutually agree to an Order Term renewal, Customer will continue at their then currant rates on a month to,month basis until a new agreement has been signed or services have.been discontinued. 3.2 Non-recurring Charges ("NRCs"). CenturyLink .may charge; .Customer NRCs related to the Services described in the Price Table. CenturyLmk:ir ay assess *4 additional, special construction charges that may be required to provide;>..the Services. Such special construction charges, if applicable, will be determined atahe time of thO Order. 3.3 Additional Charges. Rates dos tat include applicable local, state, or federal taxes, fees, or surcharges that CenturyLink maybit Customer 3.4 Additional Payment Requirements. If Customer is notable to establish a satisfactory credit rating with CenturyLink CenturyLink, in its sole discretion,may require Customer to submit a deposit or make an advancepajtrxint.in connection with obtaining or maintaining the Services. 4. PURCHASE ORDERS During the A& merr('jerm,. CenturyLink will accept Customer -issued purchase orders from Customer specifying the quantity>and service/installation address for the Services listed in the Price Table. The terms of this Agreement control over any Customer -issued purchase orders, and any terms or conditions contained in a Customer -issued purchase order or other Customer ordering document, and shall have no force areffect with respect to the terms and conditions of this Agreement, except with respect to the quantity of Services ordered and service/installation address. After expiration of the Agreement Term, the Agreement will continue to appiy to any unexpired Customer -issued purchase orders properly placed during;, the Agreement Term. Any Customer -issued purchase order must reference the contract number listed in the footer of this Agreement. CenturyLink will accept Customer -issued purchase orders for the Services in listed in Section 2.1.A for bandwidths not specificaHy;priced in the Price Table for Services in Section 3 of Attachment B, CenturyLink Will.pra fide Customer with a quote for the requested bandwidth and will place the Order once written approval is received from Customer. N217309 Page 7 of 18 © CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 Qualifying Embarq CenturyLink Metro 12 Months See RFP See RFP Florida locations only Ethernet — CIR/EIR Price Sheet Price Sheet on a per quote basis" Based services 40000 Mb s Qualifying Embarq Monitoring and 12 Months See RFP See RFP Florida locations only Utilization Reporting Price Sheet Price Sheet on a per quote basis' "Qualifying Embarq Florida Locations. An Embarq Florida qualifying location is defined as being within our legacy network footprint which has our existing Embarq fiber serving the sites being ordered. Any pew order not served by existing CTL/Embarq fiber will be priced on an ICB scenario. For Qualifying locations not requiring an ICB, the pricing table above represents new or renewal of 24 month order terms. pricing for 3.1 Monthly Recurring Charges ("MRCs"). CenturyLink will charge Custortfer the MRCS for the Services described in the Price Table. Except as otherwise described ttt<the Price Table, these rates will remain fixed for each Order Term identified.' above. Upon expiraft6h Of each Order Term, CenturyLink and Customer will have sixty (60) days €b negotiate a mutually agt abte Order Term renewal. If after sixty (60) days, Customer and CenibrXLink cannot mutually agree to an Order Term renewal, Customer will continue at their then currant rates on a month to,month basis until a new agreement has been signed or services have.been discontinued. 3.2 Non-recurring Charges ("NRCs"). CenturyLink .may charge; .Customer NRCs related to the Services described in the Price Table. CenturyLmk:ir ay assess *4 additional, special construction charges that may be required to provide;>..the Services. Such special construction charges, if applicable, will be determined atahe time of thO Order. 3.3 Additional Charges. Rates dos tat include applicable local, state, or federal taxes, fees, or surcharges that CenturyLink maybit Customer 3.4 Additional Payment Requirements. If Customer is notable to establish a satisfactory credit rating with CenturyLink CenturyLink, in its sole discretion,may require Customer to submit a deposit or make an advancepajtrxint.in connection with obtaining or maintaining the Services. 4. PURCHASE ORDERS During the A& merr('jerm,. CenturyLink will accept Customer -issued purchase orders from Customer specifying the quantity>and service/installation address for the Services listed in the Price Table. The terms of this Agreement control over any Customer -issued purchase orders, and any terms or conditions contained in a Customer -issued purchase order or other Customer ordering document, and shall have no force areffect with respect to the terms and conditions of this Agreement, except with respect to the quantity of Services ordered and service/installation address. After expiration of the Agreement Term, the Agreement will continue to appiy to any unexpired Customer -issued purchase orders properly placed during;, the Agreement Term. Any Customer -issued purchase order must reference the contract number listed in the footer of this Agreement. CenturyLink will accept Customer -issued purchase orders for the Services in listed in Section 2.1.A for bandwidths not specificaHy;priced in the Price Table for Services in Section 3 of Attachment B, CenturyLink Will.pra fide Customer with a quote for the requested bandwidth and will place the Order once written approval is received from Customer. N217309 Page 7 of 18 © CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Contract #16-6538 N217309 Page 8 of 18 © CenturyLink, Inc. All Rights Reserved. Contract No: CONFIDENTIAL v. 9.18.14 These Standard Terms and Conditions are not applicable to services governed by Tariffs on file with the FCC or state regulatory authorities. Tariffs are located at http://www.centurylink.com/tariffs. EXHIBIT 1 to ATTACHMENT B STANDARD TERMS AND CONDITIONS FOR COMMUNICATIONS SERVICES ("STANDARD TERMS AND CONDITIONS") 1. GENERAL. 1.1 Applicability. These Standard Terms and Conditions contain general provisions that apply to all retail business Products and Services that a CenturyLink-affiliated entity provides. "Agreement" means the terms and conditions under which Customer purchases Produc.,and Services, including all attachments, these Standard Terms and Conditions, documents incorporated by reference, and all related Order(s). Other capitalized terms are defined'in this document or in the applicable Schedules or Product and Service -specific Annexes. 1.2 Additional Terms and Conditions. Customer's purchase and use of Products and Services is also governed by product and service -specific terms and condittotts :found in the applicable Schedules and Product and Service -specific Annexes, posted to http://about.centurylink.com/legal/rates conditions.html (the "Rates and Conditions' Website"). 1.3 Local Governments and Government Programs: A. Local Government Customers. Unless specified otherwise, purchasesof Products or Services by local governmental entities, also are'*.'jb t to the Locel Government Customer Annex posted to the Rates and Conditions Website. B. Universal Service Administrative Compaiety Prograirs Customers seeking funds through Universal Service Acko 6istrative doM. pany prograrnssuch as the Schools and Libraries Program of the Universakerviceund ("E -Rate Program"), the Rural Health Care Program of the Universal Serv[pe Fund ("RHC Program"), or state or local corollaries to the E -Rate Prograrr► or the RHC Program are subject to applicable program annexes posted to the Rates and, Conditions Websrfa;.. C. American Recovery and Refrivestment A . (ARRA). Customer will not pay for Products or Services with funds obtained through the APRA or other similar stimulus grants or loans that.would obligate CenturyLink to provide certain information or perform certain functions utles'::each of those functions and obligations is explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement. 1.4 Conflicts Provision. If a".:conflict exists among provisions within the Agreement, specific terms will control over general provisions, and negotiated or added terms, conditions or pricing will control over standardized, posted or non -negotiated terms, conditions and pricing. 2. TERM. ...:.; 2.1 Agreement'Term. The period set in the Agreement during which CenturyLink provides Products and Services to Customer,is defined as the "Agreement Term." These Standard Terms and Conditions, relevant Schedl fes, and Product and Service -specific Annexes apply from the Effective Date until the Agreement Term expires or terminates. CenturyLink will not accept Orders for Products and Services after expiration of the Agreement Term, but these Standard Terms and Conditions, relevant Schedules, or Product and Service -specific Annexes will continue to apply to Ordes;properly:placed during the Agreement Term. If Customer continues to use maintenance, managed,or professional Services following the termination or expiration of the Agreement Term or an Order issued during the Agreement Term for such Services, CenturyLink may, at its sole discretion ,provide those Services on a time and material basis at CenturyLink's then -current rates without, applying any discounts or credits under the Agreement, but these Standard Terms and Conditions and the Time and Materials Product Annex (posted to the Rates and Conditions Website) will govern CenturyLink's provision of such Services. 2.2 Order Term. Customer purchases each Service for a specific term for the particular Service ordered (each, an "Order Term"). Each Order Term is listed in the Agreement and begins on the first day of the first billing month after CenturyLink installs and makes that Service available to Customer. If Customer continues to receive a Service after expiration of the Service's applicable Order Term, CenturyLink will provide that Service at its then -current list pricing and then -current Standard Terms and Conditions, relevant Schedules, and Product and Service -specific Annexes, unless the parties otherwise agree in writing. 3. CHARGES. 3.1 CenturyLink Charges. Customer will pay CenturyLink the rates and charges for Products and Services set forth in the Agreement and any Order under the Agreement, including all charges associated with establishing Customer's Products and Services or related to CenturyLink's installation or provisioning costs. Charges associated with establishing or provisioning Services #280902v.17 N217309 Paqe 9 of 18 Rev. 11.24.14 rJ may include nonrecurring charges described in applicable Schedules and Product and Service - specific Annexes. Examples of these nonrecurring charges are customer -initiated change requests, expedite charges, service charges, any construction -related charges, and liabilities imposed on CenturyLink by third parties, such as other local exchange carriers, as a result of ordering or providing facilities to operate Services. 3.2 Fixed Rates and Percentage Discounts. Except as expressly stated otherwise in the Agreement, rates and charges for a Product or Service that are stated as a flat or fixed recurring or non- recurring charge will not change during the applicable Order Term (for a Service) or Agreement Term (for a Product) if CenturyLink increases or decreases the list rate in a Schedule or price list. Rates and charges for a Product or Service not fixed in the Agreement will be based on current Schedules or price lists and may change during the Agreement Term. If pricing in the Agreement for a Service is stated as a percentage discount off of a Schedule rate or list price, that percentage discount is fixed for the applicable Order Term, but CenturyLink may modify the underlying rate or list price to which the percentage discount is applied on no less than one°:day.,s notice. Changes to Schedules are posted to the Rates and Conditions Website. 3.3 Rate Adjustments. CenturyLink may impose additional fees, charges or surcharges on Customer to recover amounts that CenturyLink is required or permitted by,goVe'M., mental or quasi - governmental authorities to collect, or pay to others in support of, or'to compl With,'statutory or regulatory programs, plus a commercially reasonable amount to recover;th administrativecosts associated with such charges or programs. The amount of these fees, charges, or surcharges may vary. These charges may include state and federal Carrier Universal Servic' compensation to payphone providers, International MSkle Termination Charges, E9t1`, Telephone Relay Service, or charges assessed to CenturyLink forterminating or originating acall to wireless providers. 3.4 Taxes. A. Taxes Not Included. CenturyLkRk s rates aced charges for Products and Services do not include taxes. Customer will pey:a11 applicable taxes, irrcfixding but not limited to, sales, use, gross receipts, excise" VAT,:Oiroperty transaction, or other local, state, or national taxes or charges imposed on or basdd. up th the provision; sale or use of Products and Services. Collier County; Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida:s.ales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531 C- ,: F.rom the date Customer provides CenturyLink with tax exemption dQcumentattori''CenturyLink will not charge for the taxes covered by the exemption.;Customer will remain liable for any other applicable taxes, surcharges And1or fees. B. Withholdi tgTa*eS.-Notwithstanding any other provision of the Agreement, if Customer is required by laWwto make `09d ction or withholding from any amount due to CenturyLink, Customer must'hotify CentutyLink in writing. CenturyLink will then increase the gross amount of Customer's invoice so that, after Customer's deduction or withholding for taxes, alae net amount paid to': enturyLink will not be less than the amount CenturyLink would have received without th4,t6quired deduction or withholding. C. Exclusiorts<Customer will not be responsible for payment of: (`t), CentU yl.ink's direct income taxes and employment taxes; and (2) any other tax to the extent that Customer demonstrates a legitimate exemption under applicable law. 4. BILLING AND PAYMENT. 4.1 Invoicing. A. z:Commehcement of Invoicing. CenturyLink may begin invoicing Customer in full for rates and charges on the later of: the date the Products or Services are installed and made available; or Elie first day of the first bill cycle after the Effective Date. B. -::":'Delays. If CenturyLink cannot install or make available the Products or Services by the delivery date specified in the Order due to a Customer -caused delay, CenturyLink may bill Customer as of the delivery date specified in the Order, or if no date is specified, any time 30 days after the Effective Date. C. Recurring Services. For recurring Services and nonrecurring charges, CenturyLink bills fixed service charges in advance, and usage -based charges in arrears. D. Additional Invoice Information. Customer may make a written request to CenturyLink for additional invoice -related information, including duplicate invoices, to the extent such information is reasonably available in CenturyLink's sole discretion. CenturyLink may charge Customer for such information. Customer may only request information from CenturyLink for the 12 -month period preceding the date of Customer's written request. 4.2 Payment and Late Charges. Unless otherwise defined in the Agreement, Customer must pay all undisputed amounts upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act".by the due date listed on #280902v.17 N217309 Page 10 of 18 Rev. 11.24.14 7J Customer's invoice, which may be up to 30 days from the date of the invoice. Customer's payments to CenturyLink must be in the form of electronic funds transfer (via wire transfer or ACH), cash payments (via previously -approved CenturyLink processes only), or paper check. Other than items subject to a bona fide dispute, CenturyLink may charge a late fee (up to the maximum rate allowed by law) or take other action to compel payment of past due amounts after written notice to Customer, including suspension or termination of Services, unless prohibited by applicable law or regulation. Service that is suspended or terminated for nonpayment may be subject to a reconnection charge. Customer may not offset disputed amounts from one invoice against payments due on the same or another account. CenturyLink's acceptance of late or partial payments (even those marked, "Paid in Full") and late payment charges is not a waiver of its right to collect the full amount due. Customer's payment obligations include late charges and third party collection costs CenturyLink incurs, including reasonable attorneys' fees, if Customer fails to cure its breach of these payment terms 4.3 Disputed Invoice Charges. If Customer disputes a charge in good faith,- Customer may withhold payment of that charge if Customer makes timely payment of all undisputed charges within the payment period described in Section 4.2, and provides CenturyLink, with a written explanation of the reasons for Customer's dispute of the charge. Customer must- cE Qperate with<GenturyLink to promptly resolve any disputed charge. If CenturyLink determines, in`gso faith; that the disputed charge is valid, CenturyLink will notify Customer and, within five business days of receivirtg,notice, Customer must pay the charge. 5. CREDIT APPROVAL. CenturyLink's provision of Products andServices is subject to CerturyLink's credit approval of Customer. As part of the credit approval process; enturyLink may require Customer to provide a deposit or other security. Additionally during the Agreement Tat'm, if Customer's financial dircumstance or payment history becomes reasonably unacceptable to CenturyLml CenturyLink may -require adequate assurance of future payment as a condition of continuing CertturyLiWs' provision of [feoducts and Services. Customer's failure to provide adequate assurances eegwre�by Centu' link is a material breach of the Agreement. CenturyLink may provide Customer's payment Nl§tory or other billinglcharge information to any credit reporting agency or industry clearinghouse. 6. ORDERS. 6.1 Application. The terms and conditions in any Orders will have no force or effect other than to denote quantity and description of Poducts or Services, delivery destinations, delivery dates, Customer billing addresses, installation addresses, tia Agreement under which the Order is issued, and any other information requiredby CenturyLink. Orders are binding only upon acceptance in writing by CenturyLink. CenturyLink will notify Customer of rejected Orders. Customer may cancel an Order at any time before CenturyLink initiates delivery of Products and Services listed in the Order or otherwise begins periormande, but Customer must pay CenturyLink's costs resulting from Customer's cancellation;, including cosfs specifically described in the applicable Schedule or Product and Service -specific Annexes. 6.2 Cancellation. CenturyLink will notify Customer of rejected Orders. Customer may cancel an Order at any time before CenturyLink delivers the Products and Services listed in the Order or begins its performance, bttt:Customer must pay any actual costs CenturyLink incurs due to Customer's cancellation in addition o any amounts described in the applicable Product and Service -specific Annexes. 7. WARRANTIES. THE SERVICES AND PRODUCTS PROVIDED BY CENTURYLINK UNDER THE AGREEMENT ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, COMPATIBILITY OF SOFTWARE OR EQUIPMENT, OR ANY RESULTS TO BE ACHIEVED THEREFROM. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY SERVICE OR PRODUCT WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, OR ANY ACT OR OMISSION OF THE CUSTOMER. 8. EQUIPMENT AND SOFTWARE; CENTURYLINK-PROVIDED NETWORK MANAGEMENT. 8.1 Equipment or Software Not Provided by CenturyLink. Customer is responsible for any items not provided by CenturyLink, including installation, operation, and maintenance of such equipment or software and any equipment or software that impairs Product or Service quality or availability. Upon notice from CenturyLink of such impairment, Customer will promptly cure the problem. Customer will continue to pay CenturyLink for Products and Services during such impairment or related suspension. If the impairment interferes with the use of the CenturyLink-provided network by CenturyLink or third parties, CenturyLink, in its reasonable discretion, may suspend or disconnect the affected Products and Services without advance notice to Customer, although CenturyLink will provide advance notice where practical. Customer will not rearrange, disconnect, remove, or attempt to repair any CenturyLink-provided items. At Customer's request, CenturyLink will troubleshoot the impairment at CenturyLink's then -current time and materials rates. CenturyLink is not liable if a commercially reasonable change in Products or Services causes equipment or #280902v.17 N217309 Paqe 11 of 18 Rev. 11.24.14 software not provided by CenturyLink to become obsolete, require alteration, or perform at lower levels. 8.2 Calls via Customer's Equipment or Software. Customer is responsible for all charges, including any third -party charges, incurred for all types of calls, authorized or unauthorized, placed by or through Customer's equipment or software via any remote access feature, transferring capability, or call forwarding, even when such calls are placed fraudulently. Customer's responsibility for these charges applies in all instances, including if Customer purchased or leased such equipment or software by or through CenturyLink or purchased CenturyLink-provided maintenance for its equipment or software. To reduce Customer's exposure, Customer may install its own blocking techniques to stop such capabilities and calls. CenturyLink will neither install nor assist in the installation of such blocking techniques, and has no obligation to block these capabilities or liability if such calls are placed, including no liability for charges that Customer may incur. 8.3 Software License. A. Licensing Requirements. Where software is provided with a Product or Service, Customer is granted a non-exclusive and non -transferable license or sublicense to use the software, including any related documentation, solely to enable Customer to use the Products and Services in accordance with the applicable fiGensing requtrdments. Software licensing terms and conditions, including end-user licensing agreements and terms and conditions from CenturyLink's vendors, may be provided to CUStom" r through click, or shrink-wrap agreements. CenturyLink may suspend, block or terminate Customeeuse of any software if Customer fails to comply with.any applicable licensing requirement. B. Prohibitions. Customer is not granted any,rights to use any software Girt behalf of third parties or related to time share or service bureau activities. No rights aratranted to source code, and Customer will not reverse engineer, decompile, modify, enhance, copy, prepare derivative works, or reproduce Aft _, software . 8.4 Title to Software or Equipment. CenturyLink (or CenturyLink vendors if applicable) retain title and property rights to CenturyLink-provided software And equiprnefit (excluding Products sold to Customer under the Agreement), including copies, acid any related patents, copyrights, trademarks, or IP addresses assigned to Customer. Upop teCmination or expiration of the Agreement or an applicable Order, Customer will, Surrender anti Immediately return the CenturyLink-provided equipment and software, includrrtg:ell;copies, to GeltturyLink or will provide CenturyLink access to reclaim such equipment and software:.. 8.5 Network Management. Centuryl-ink reserves the right. to perform preventative maintenance and software upgrades to the CenturyLink-provided network at its sole discretion on a scheduled or as - needed basis. CerttttryLink,may charge Custom.. r:where additional technical limitations or CenturyLink must construct network facilities to provide Services to Customer. If software or equipment not provided byCenturyE ink.is connected to CenturyLink-provided network facilities, CenturyLink's obligations relate on trxthe Services under the Agreement. 9. USE OF NAME, SERVICE MARKS, TRADEMARKS. Neither party will use the name, service marks, trademarks, or ca-Mier,.identification code of the other party or any of its Affiliates for any purpose without the other party's priorwritteo;cpnsent. 10. CUSTOMER RES0ONS'tMLr.nES. 10.1, Installation. Customer will reasonably cooperate with CenturyLink or its agents to install the Products and Services. Customer is responsible for damage to CenturyLink-owned Products and `Services located on Customer premises, excluding reasonable wear and tear or damage caused by CenturyLink. CenturyLink may refuse to install Products and Services or may discontinue and disconnect Products and Services without notice, if any condition on Customer's premises is unW6'or likely to'cause injury to any person using Products and Services. Additional Customer responsibilities relating to a particular Product or Service may be defined in the applicable Schedules, or Product and Service -specific Annexes. 10.2 Use of Products and Services. A. : 'Acceptable Use Policy ("AUP"). If Customer purchases Products or Services that connect to the Internet, Customer must conform to the CenturyLink acceptable use policy posted to: http://www.centurylink.com/Pages/AboutUs/Legal, as reasonably amended from time to time. B. Abuse and Fraud. Customer will not use Products or Services: (1) for fraudulent, abusive, unlawful or destructive purposes, including unauthorized or attempted unauthorized access to, or alteration, abuse or destruction of, information; or (2) in any manner that causes interference with CenturyLink's or another's use of the CenturyLink- provided network. Customer will cooperate promptly with CenturyLink to prevent third parties from gaining unauthorized access to the Products and Services via Customer's facilities. C. Reseller. Customer represents that it is not a reseller of any telecommunication services provided under this Agreement as described in the Telecommunications Act of 1996, as #280902v.17 N217309 12 of 18 Rev. 11.24.14 11 amended, or applicable state law and acknowledges it is not entitled to any reseller discounts under any laws. D. Security. CenturyLink has adopted and implemented, and will maintain, a corporate information security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink's standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data. CONFIDENTIALITY AND PRIVACY. 11.1 Nondisclosure Requirements. Confidentiality is subject to cornipiance with Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 2$6, Fla. Stat. If the parties have not executed a mutual nondisclosure agreement :this provisioo<>will govern their exchange of information. Each party will not disclose any Con fidentiaE Information (defined below) received from the other party, or otherwise discovered by the receiving party, to any tNrd party, except as expressly permitted in the Agreement. This obligation will continue; until two years after the Agreement expires or terminates. Confidential Information includes, but `ia runt, limited to, pricing and terms of the Agreement, and information relating to the disclosing party's tec#uxtogy, business affairs, trade secrets, development and research' information, and marketing'' or sales plans (collectively the "Confidential Information"). The receiving party may disclose Confidential Information to its subsidiaries, Affiliates, agents and consultants with a need -,'to know, if they are not competitors of the disclosing party and are subject to a `cohfidentiality`'agreement at least as protective of the disclosing party's ,rights as this provision h,. -,:parties will use Confidential Information only for the purpose of performi'ng under the Agreement or for the provision of other CenturyLink services. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that;,:(A) is in the pssession of the receiving party at the time of its disclosure and is not otherwise S",ubject to obligoo'ns of confidentiality; (B) is or becomes publicly known, through no wrongful act or omission of the rodeiving party; (C) is received without restriction from a third party free to disclose it ikhout obligatibn'to the disclosing party; (D) is developed independently by the receiving party without.. reference to the Confidential Information, or (E) is required to be disclosed by law ;reguIa. ioh,,, or court or governmental order. The parties acknowledge that tI ;reeeiving.party's unauthorized disclosure or use of Confidential Information may result in irreparable harm . 41' thoto, is a breach or threatened breach of the Agreement, the disclosing party may seek, a temp orar."::restraining order and injunction to protect its Confidential Information. This provision does not limit any other remedies available to either party. The party who breached or threatened to breach its nondisclosure obligation under the Agreement will not raise the:defense of an adequate Femedy at law. CenturyLink will not be deemed to have accessed, received ::or be in the;,possession of Customer Confidential Information solely by virtue of the fact that Cust©mer transmits,. receives, accesses or stores such information through its use of CenturyLink's Services. 11.2 HIPAA. By providing Services, CenturyLink does not require or intend to access Customer data, including any confidential health related information of Customer's clients, which may include group health pians, that constitutes Protected Health Information ("PHI"), as defined in 45 C.F. R. §164.50f cinder the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Rules"). To the extent that any exposure to PHI is incidental to CenturyLink's provision of Services and not meant for the purpose of managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR 164.502(a)(1)(iii). 11.3 Privacy. CenturyLink's privacy policy, as amended from time to time, is available at http://www.centurylink.com/Pages/AboutUs/Legal. The privacy policy includes information about CenturyLink's customer information practices and applies to the provisioning of Products and Services. 12. LIMITATIONS OF LIABILITY. 12.1 Direct Damages. Each party's maximum liability for damages caused by its failure(s) to perform its obligations under the Agreement is limited to: (A) proven direct damages for claims arising out of personal injury or death, or damage to real or personal property, caused by the party's negligent or willful misconduct; and (B) proven direct damages for all other claims arising out of the Agreement, not to exceed in the aggregate, in any 12 -month period, an amount equal to Customer's total net payments for the affected Products and Services purchased in the month preceding the month in which the injury occurred. Customer's payment obligations, Customer's liability for early termination #280902v.17 N217309 Page 13 of 18 Rev. 11.24.14 charges, and the parties' indemnification obligations under the Agreement are excluded from this provision. 12.2 Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT. CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. 12.3 Unauthorized Access and Hacking. Except for physical damage to Customer's transmission facilities or Customer premise equipment directly caused by CenturyLink's negligence or willful misconduct, CenturyLink is not responsible for unauthorized access to, or alteration, theft, or destruction of, Customer's data, programs or other information through accident, wrongful means or any other cause while such information is stored on or transmitted across CenturyLink-provided network facilities or Customer premise equipment. 12.4 Liability for Content. CenturyLink is not responsible for the content of any information transmitted, accessed, or received by Customer through CenturyLink's provision of the Products and Services. 13. INDEMNIFICATION. 13.1 Mutual Indemnification for Personal Injury, Death or Damage to`Personat Property. Each party will indemnify and defend the other party, its directors, officers, employees, agents and their successors from and against all third party claims for damages, losses, llabltRies, or expenses, including reasonable attorneys' fees, arising directly from performance of the Agreement acrd relating to personal injury, death, or damage to tangible personal property that is alleged to ' "'resulted, in whole or in part, from the negligence or willful miscondi f of the indemnifying party or its subcontractors, directors, officers, employees or authorised agents. Indemr ff,.icat on is subject to the limitation set forth in Section 768.28, FIa;Stat ::, 13.2 Customer Indemnification. Customer wiEl'"indemnifiy and defenctCenturyLtnk, CenturyLink's officers, directors, agents, and employees and their.successors against all third party claims for damages, losses, liabilities or expenses rrlctuding reasonable attorneys' fees, arising out of: A. Customer's failure to obtain requireef permits, licenses, orconsents necessary to enable CenturyLink to provide the Products'....- Services (e.g., landlord permissions or local construction licenses). This;provision does not include permits, licenses, or consents related to CenturyLink's general qualification to conduct business; B. Customer's transmissions; or transmissions by parties authorized by Customer, of, information,_ data, or messages over>the CenturyLink-provided network leading directly or indirectly to<th3rd:party claims: (1) for tibel, slander, invasion of privacy, infringement of copyright, avid Trfuasion or alteration of.private records or data; (2) for infringement of patents arising from the use;of;:equipment, hardware or software not provided by CenturyLink; and (P) based orf transmission and uploading of information that contains viruses, worms, or'other destructive media or other unlawful content; C. CenturyLink's failure to pay any tax to the extent that CenturyLink relied on Customer's c(3irtted legitimate exemption under applicable law; D. t✓ustotner's'breach of software licensing requirements; and E. Ccastomer's fai.fure to comply with the usage requirements in the Customer Responsibilities Section of these Standard Terms and Conditions. F. Indemnification is subject to the limitation set forth in Section 768.28, Fla. Stat 13.3 CenturyLink Indemnification. CenturyLink will indemnify and defend Customer, Customer's officers,, directors, agents, and employees and their successors against third party claims enforceable in the United States alleging that Services as provided infringe any third party United 'States patent or copyright or contain misappropriated third party trade secrets. But CenturyLink's obligations under this Section will not apply if the infringement or violation is caused by Customer's modification to CenturyLink-provided software, equipment or Services; combination of CenturyLink- provided services or products with other services or products; functional or other specifications that were provided by or requested by Customer; or Customer's continued use of infringing Services after CenturyLink provides reasonable notice to Customer of the infringement. For any third party claim that CenturyLink receives, or to minimize the potential for a claim, CenturyLink may, at its sole option, either: A. procure the right for Customer to continue using the Services; B. replace or modify the Services with comparable Services; or C. terminate the Services. 13.4 Rights of Indemnified Party. To be indemnified, the party seeking indemnification must promptly notify the other party in writing of the claim (unless the other party already has notice of the claim); give the indemnifying party full and complete authority, information and assistance for the claim's defense and settlement; and not, by any act, admission, or acknowledgement, materially prejudice the indemnifying party's ability to satisfactorily defend or settle the claim. The indemnifying party will retain the right, at its option, to settle or defend the claim, at its own expense and with its own #280902v.17 N217309 Paqe 14 of 18 Rev. 11.24.14 counsel. The indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim's settlement or defense. 13.5 Remedies. The foregoing provisions of this Section state the entire liability and obligations of the indemnifying party and any of its Affiliates or licensors, and the exclusive remedy of the indemnified party, with respect to the claims described in this Section. 14. TERMINATION. 14.1 CenturyLink Right to Terminate. A. CenturyLink may immediately suspend or terminate Products or Services or the Agreement if: (1) Customer fails to cure its default of the payment terms in the Agreement; (2) If Customer has vacated the premises to which Services are furnished; (3) Customer fails to cure any other material breach of the Agreement within 30 days after receiving CenturyLink's written notice; (4) Customer provides false or deceptive information establishing, using or paying for Services or Customer engages in false, deceptive, fraudulent, or harassing activities when establishing, using or paying for:'.ervices; (5) Customer fails to comply with applicable law or regt'lotion and Customer's noncompliance prevents CenturyLink's performance and er the Agreement; or (6) Customer resells Products or Services as prohibited by help Standard Terms and Conditions. B. If CenturyLink terminates the Agreement updOr this Section, Customer4:0e liable for any Products and Services provided up to theetate of termination,whether or not invoiced by the termination date, as well as any applicablyearly termination liabilities. 14.2 Customer Right to Terminate. A. Material Failure. If CenturyLink matensity,;iails to provide a Proeitrct or Service and CenturyLink fails to cure after Customer provides CenturyLink with written notice of the failure and a reasonable opportunity; to cure within 30 days from receipt of notice, Customer may terminatethe affected Products or Services without early termination liability 30 days after CerturyLink's receipt of Customer's written notice to terminate. CenturyLink's material fail6r'p,does not lnplude a failure caused by circumstances outside CenturyLink's sole control, o,: (aiiure caused by a third party access provider, a Force Majeure Event, or Customer orCwstomer-provided software or equipment. B. Termination for Convenience 0.ustomer may terminate a Service during the applicable Order Tern ."or the Agreement durirtg,the. Agreement Term, by providing 60 days' written notice to Century i 6k In the case of such termination for convenience, Customer will be liable for early termirlatcOh4ees,set forth in the Agreement. 14.3 Early Termination Liability. A. Calculation of Early Termination Liability. If Customer terminates a Product or Service in:;vhole or in part, before expiration of the applicable Order Term (unless due to Certturypgi 's material failure), or CenturyLink terminates a Product or Service or applicabte Order as permitted under the Agreement, Customer will pay the following early termination charges ::which represent CenturyLink's reasonable liquidated damages and not a penalty: (1) General Liability. A lump sum equal to (a) 50% of the applicable monthly charges, multiplied by the number of months remaining in the applicable Order Term, plus (b) a pro rata amount of any waived installation charges, any credits issued (excluding any service level credits issued for any Service outages), and initialization fees waived based upon the number of months remaining in the applicable Order Term at the time of termination; and (2) Third Party Liability. Any liabilities imposed on CenturyLink by third parties, such as other local exchange carriers and all nonrecoverable costs incurred by CenturyLink as a result of ordering facilities required to operate the Product or Service, as a result of Customer's early termination. B. Waiver of Early Termination Liability. With CenturyLink's written approval, Customer will not be liable for the early termination liability described in this Section for a Service if Customer purchases another Service at the same time with the same or greater monthly recurring charge for an Order Term at least equal to the greater of: the remaining months in the original Order Term or one year. 14.4 Disconnect Notice. CenturyLink will have up to 30 days to complete disconnection of a Service. To complete disconnection, Customer must provide information required by CenturyLink. Customer's failure to provide such information may delay or prevent the disconnection. Customer will be responsible for all charges through the later of the 30t day after CenturyLink received the disconnect notice, or the date Customer stops using the Services. #280902v.17 N217309 Page 15 of 18 Rev. 11.24.14 15. FORCE MAJEURE. Neither party will be responsible for any delay, interruption or other failure to perform under the Agreement due to acts, events, and causes beyond the control of the responsible party (a "Force Majeure Event"). Force Majeure Events include: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; inability to obtain parts or equipment from third party suppliers; cable cuts by third parties, a local exchange carrier's activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; and governmental decrees and any other cause beyond the reasonable control of a party. 16. DEFINITIONS. 16.1 "Affiliate" is a legal entity that directly or indirectly controls, is controlled by, or is under common control with the party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or other such similar voting rights. 16.2 "Effective Date" is the date the last party signs the Agreement. 16.3 "Local Terms of Service" means the CenturyLink state -specific Guidebooks,. Price Lists, Local Terms of Service or other deregulated terms and conditions under whiclh-CbhturyLink provides detariffed incumbent local exchange carrier Services in certain states;: 16.4 "Order" means a written, electronic or verbal order, or purchase order governed:by the terms and conditions of the Agreement, submitted or confirmed by Customer ad accepted., CenturyLink, which identifies specific Products and Services; quantity ordered; CenturyLink?s Agreement number, title, and execution date; billing address; ship to address; and service/installationaddress, as applicable. Verbal Orders are deemed confirmed upon Customer's wriffeff:acknowledgement, or Customer's use, of Products or Services. 16.5 "Product(s)" includes equipment, devices, hardwar%,:software, cabling or other eriajs sold or leased to Customer by or through CenturyLink as'a separate item from, or`bundledwith, a Service. 16.6 "Product and Service -specific Annexes" refers to separate descriptions, terrns and conditions for certain non -tariffed Products and Services, incl0009.those'iffzred under afpficable CenturyLink local terms of service in states that have withdraw-07ariffs fors ich Products and Services. Product and Service specific Annexes are incorporated into trio Agreemertf'`:. 16.7 "Schedules" and "Rates and Services Scktedules ("ASS") can be used interchangeably and are the terms and conditions governing CenturyLink:s provision of certain interexchange Services that were detariffed by order of the Federal Communication Commission ("FCC"). CenturyLink Schedules are subject to change during the Agreesx ent Term under -the rules and authority of the FCC. Schedules are posted to the Rates and Condition's Website 16.8 "Service(s)" means wireline and wireless business communications services that are not governed by Tariffs, including basic or telecommunrcatJons services, information or other enhanced services, and non-regulated professional services pr6vlo d;to Customer by or through CenturyLink under the Agreement, excludi'n" Produ , 16.9 "Tariffs" means the CenturyLink ,incumbent local exchange carrier, competitive local exchange carrier, or intrastate interexchange carrier tariffs on record with the FCC or state regulatory authorities having jurisdiction;over those Services. Tariffs are subject to change during the Agreemient Term under the rules;and authority of the relevant regulatory bodies. 17. MISCELLANEOUS. 17.1 Independent Contractor. CenturyLink provides the Products and Services as an independent contractor. The Agreerttent wi11`not create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or affiliates. 17.2 No Waiver of:Rights. The failure to exercise any right under the Agreement does not constitute a waiver.of the pAtty's right to exercise that right or any other right in the future. ThitParty Beneficiaries. The Agreement's benefits do not extend to any third party. 17.4 `' Governing Law; Dispute Resolution. A. Negotiation. The parties will use good faith efforts to resolve any dispute promptly by negotiation at a higher level of management than the persons with direct responsibility for administration of the Agreement. All negotiations and any documents exchanged related to the negotiations under this Section are confidential, and will be treated as compromise and settlement negotiations under applicable rules of evidence. B. Governing Law; Forum.. The Agreement and the rights and obligations of the parties are governed by the laws of the U.S. State where CenturyLink provides the Products and Services, without regard to that State's conflict of laws principles. C. Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a jury trial and any right to pursue any claim or action relating to the Agreement on a class or consolidated basis or in a representative capacity. #280902v.17 N217309 Page 16 of 18 Rev. 11.24.14 17.5 Compliance with Laws. Each party agrees that it will comply with all applicable laws, including the provisions of Florida Public Records Law Chapter 119, specifically those contractual requirements at F.S. § 119.0701(2)(a) -(d) and (3), in performing its obligations under the Agreement. 17.6 Assignment. Customer may not assign any rights or obligations under the Agreement or an Order without CenturyLink's prior written consent, except that Customer may assign the Agreement, after 30 days prior written notice, to an Affiliate or an entity that has purchased all or substantially all of Customer's assets. Following written notice to Customer, CenturyLink may assign the Agreement or an Order, in whole or in part, without Customer's prior written consent. 17.7 Amendments and Alterations. The Agreement may only be amended in a writing signed by both parties' authorized representatives. Alterations to the Agreement are not valid unless accepted in writing by authorized representatives of both parties. 17.8 Notice. Notices required under the Agreement must be submitted in writing to the party's address for notice listed in the Agreement or Order and, in the case of a dispute, notices must also be sent to: CenturyLink Attn: Legal Department 1801 California Street, #900 Denver, CO 80202 Fax: (888) 778-0054 17.9 Severability. If any provision of the Agreement is found to be unenforceable ttteAgreement's unaffected provisions will remain in effect and the patties will negotiate a mutuali:acceptable replacement provision consistent with the parties' original: intent. 17.10 URLs and Successor URLs. References to Uniform Resource Locators (URLs) in the Agreement include any successor URLs designated by GenturyLink. 17.11 Survivability. The terms and conditions of the Agreement regarding confidentiality, indemnification, warranties, payment, dispute resolution and all others.that by their sense and context are intended to survive the expraticsn.of the; greement will; 17.12 17.12 Entire Agreement. This Agreement, includin all referenced documents, annexes, Schedules, or exhibits, the related Orders and the, parties' mutual nondisclosure agreement constitutes the entire agreement and understanding between the part16s and supersedes all prior or contemporaneous negotiations or agreements, whether0al. or written, relating to its subject matter. 17.13 Changes to Tariff, Local Terms of Service, or AUP, t,enturyLink may amend, change, or withdraw the Tariff,,Local Terms of Service, o' r.AUP, with such updated Tariff, Local Terms of Service, or AUP e€€e6tive:.upon posting or upon:€ulfitlment of any necessary regulatory requirements. Ifa medificati :to a Tariff, Loc '(Terms of Service, or AUP (A) materially and adversely affects Customer" s'. tegitimate,use e of a Service; and (B) is not required by government or judicial action, then Customer may terrriinate the affected Service upon 30 days' written notice without liability for early termination charges for the affected Service, provided, however, that Customer provides written notice of its intent to terminate the Service under this Section within 30 days after the.. -codification occurs.:and provides CenturyLink the opportunity to cure the modification within the 30 days after Customer's notice. #280902v.17 N217309 Page 17 of 18 Rev. 11.24.14 For use with Standard Terms and Conditions for Communications Services ("Standard Terms and Conditions"). This Annex is not applicable to Services governed by Tariffs on file with the FCC or state regulatory authorities. EXHIBIT 2 to ATTACHMENTS B CENTURYLINK LOCAL GOVERNMENT CUSTOMER ANNEX This CenturyLink Local Government Customer Annex ("Annex"), together with the applicable cover agreement, modifies the Standard Terms and Conditions. This Annex takes precedence over all other conflicting terms and conditions of the Agreement. When attached to the applicable cover agreement, this Annex supersedes the version posted at http://about.centurylink.com/legal/rates conditions.html. 1. Eligibility and Applicability. This Annex is available to all local governmental entities and agencies in connection with the purchase of Products and Services sold under the Standard Terms and Conditions. CenturyLink defines "local governmental entities and agencies" as local entities and agencies, specifically excluding all state and federal entities and agencies, that receive their primarytunding:tboport through the allocation of appropriated public funds and are entitled to exercise sovereign rights and privileges. 2. Indemnity. Customer will honor all indemnity provisions under the Agreement only to the maximum extent permitted by applicable law. No section of the Agreement is intended to create a waiver of Customer's rights or privileges as a sovereign entity. 3. Nonappropriation. 3.1. Definition. A "nonappropriation" occurs whim."Cu'Womer is -unable to secure or allocate sufficient funds in its operating budget to fulfill its financial ob[itgations urtdar the Agreement. 3.2. Effect. If a nonappropriation occurs durfrg, he Ter(rr, Customer ntay`'terminate the Agreement at the end of the then -current fiscal period':(,Termir ation Date") without incurring any termination liability. Customer will not be vbtlgated for payments for any fiscal period after the Termination Date. 3.3. Notice. Customer will give CenturyLink written notice of any termination under this section at least 30 days before the Termination hate. At . ,enturyLink's request, Customer will promptly provide supplemental documentation about the nonappropriation. 3.4. Limitations. A. Customer must take all nec=essary action to budget and secure any funds required to fulfill its contractual obligations for each fiscal year during the Term, including the exhaustion of all. available administrative appeals if funding is initially denied. B. ff Customer terminates the Agreement under this provision, Customer will not obtain the Services described in the Agreement from CenturyLink or from any other provider for a period of" `180 days after the Termination Date. This obligation will survive termination of the Adreement far nonaoarooriation. 4. :Damages. The Agreement does not create an obligation by Customer to pay any damages in excess of those amount; legally available to satisfy Customer's obligations under the Agreement. 5. Ownership and Confidentiality. The Agreement is a copyrighted work authored by CenturyLink and may contain CenturyLink trademarks, trade secrets, and other proprietary information. CenturyLink acknowledges tharthe Agreement may be subject to disclosure in whole or in part under applicable Freedom of Information, Open Records, or Sunshine laws and regulations (collectively, "FOI"). Customer will provide CenturyLink with prompt notice of any intended FOI disclosures or post -execution FOI requests, citations to or copies of applicable FOI for review, and an appropriate opportunity to seek protection of CenturyLink confidential and proprietary information consistent with all applicable laws and regulations. 6. Governing Law. The Agreement and the rights and obligations of the parties are governed by the laws of the U.S. State where CenturyLink provides the Products and Services, without regard to that State's conflict of laws principles. #280902v.17 N217309 Page 18 of 18 Rev. 11.24.14 Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 6 Sample CenturyLink Loyal Advantage Agreement (CLA) 24 N217309 July 13, 2016 CenturyLink® Government CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT This CenturyLink Loyal Advantage Agreement ("Agreement") is between CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC ("CenturyLink") and Collier County ("Customer") and is effective on the date the last party signs it ("Effective Date"). CenturyLink may withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink on or before [insert date] ("Cutoff Date"). Using CenturyLink's electronic signature process for the Agreement is acceptable. Collier County Authorized Signature Name Typed or Pri CENTURYLINK COMMUNICATIONS, LLC Authorized Signature Name Typed or Printed Title Title Date Date Customer's address for notices: Customer's facsimile number (if applicable): Person designated for notices: 1. Services. Customer may purchase the products and services ("Services") in service exhibits ('Service Exhibiits' attached to the Agreement. The parties agree that any notation to the "CenturyLink Totat Advantage Agreement" on the SeriiiCO Exhibits will be disregarded and such exhibits will be governed by the Agreement. For an inteefrrt Oeriod of time until all wort< is etimpleted to update the Service Exhibits, Tariffs and other terms and conditions incorporated by attachrnef"tt, or reference into this Agreement, all references to Qwest Communications Company, LLC mean CenturyLink Communications. LLC.<The:.Service Exhibits attached to the Agreement as of the Effective Date and incorporated by this reference are shown below • DOMESTIC CENTURYLINK 10 NETWORKING • LOCAL ACCESS SERVICE EXHIBIT • CENTURYLINK TS SERVICE EXHIBIT 2. Term. Customer selects the following "Initial:Tl of the Effective Date. At the end of the Initial Term, the Agteemer Initial Term (a "Renewal Term") if not terminated earlierlh amE are referred to as the "Term." _. 3. Rates. Unless specified otherwise in a Service Ext valid Order Form, or CenturyLink apprQaiStt quote form, for rates after the conclusion of each Servlce s ktthk tum sery provided that CenturyLink may reduce the #afegomg r o0Pe service period, as necessary, if such modificatioh is based u when the Agreement renews ;to the rates that are in effei Customer's ordered Services thoCmaterially and adversely 30 days' prior written notice.to.Centu rLink without liability Customer: (a) provides such notice w'thtn.30,days after t increase. If Customer does notprovide CehturyLinksuch nc right to terminate the affected Service under this'Sectfor , . Select Term in Drop-down. The Initial Term begins on dly renew for consecutive renewal periods equal to the Agreement. The Initial Term and each Renewal Term bit, Services will receive the applicable rates specified in a Service Exhibit, #tr durat -16.n.of the Initial Term. CenturyLink reserves the right to modify ice`period Upon not less than 30 days' prior written notice to Customer; pencid. or modify rates or discounts prior to the conclusion of the minimum )onR gulatory Activity. CenturyLink also reserves the right to modify rates ;t at tht. time. If Regulatory Activity causes an increase in the rates for effects Customer, then Customer may terminate the affected Service upon for Cancellation Charges for the affected Service, provided, however that ie increase occurs; and (b) provides CenturyLink 30 days to cure such tfce during the time permitted in this Section, Customer will have waived its 4. Payr.._nt,:CenturyLink may begininvoicing for specific Services as specified in the applicable Service Exhibit. Customer must pay CenturyLink all cf arges within 34kc#ays after the invoice date. Any amount not paid when due is subject to late interest at the lesser of 1.5°/a per month or the maximum::Eate allowed by law. In addition to payment of charges for Services, Customer must also pay CenturyLink any applicablee,Taxes assessed in connection with Services. Taxes may vary and are subject to change. If Customer is exempt �fhJm any. Tai ;Jt'rrtust provide CenturyLink with an appropriately completed and valid Tax exemption certificate or other evidence acceptabte to'CenturyLink. CenturyLink is not required to issue any exemption, credit or refund of any Tax payment for usage before Custdmer's submission ofralid evidence of exemption. Customer may access its invoices and choose paperless invoices online through CenturyLink Control Center located at controlcenter.centurylink.com. If Customer does not choose paperless invoices through Control Center, CenturyLink may n its discretion assess a $15 MRC for each full paper invoice provided to Customer or a $2 MRC for each summary/remit ohly (iwerIe available) paper invoice provided to Customer. Those charges will not apply to an invoice that is not available through Cohtroj tenter. Customer's payments to CenturyLink must be in the form of electronic funds transfer (via wire transfer or ACH), cash payments (via previously -approved CenturyLink processes only), or paper check. CenturyLink reserves the right to charge administrative fees when Customer's payment preferences deviate from CenturyLink's standard practices. 5. Confidentiality. Except to the extent required by an open records act or similar law, neither party will, without the prior written consent of the other party: (a) disclose any of the terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. CenturyLink's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. CenturyLink will not be deemed to have accessed, received, or be in the possession of Customer Confidential Information solely by virtue of the fact that Customer transmits, receives, accesses or stores such information through its use of CenturyLink's Services. Page 1 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT 6. CPNI. CenturyLink is required by law to treat CPNI confidentially. Customer agrees that CenturyLink may share CPNI within its business operations (e.g., wireless, local, long distance, and broadband services divisions), and with businesses acting on CenturyLink's behalf, to determine if Customer could benefit from the wide variety of CenturyLink products and services, and in its marketing and sales activities. Customer may withdraw its authorization at any time by informing CenturyLink in writing. Customer's decision regarding CenturyLink's use of CPNI will not affect the quality of service CenturyLink provides Customer. 7. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose without the other party's prior written consent. CenturyLink's consent may only be given by its Legal Department. 8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS." CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON - INFRINGEMENT. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY -SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, 0 CANY ACT OR,..OMISSION OF THE CUSTOMER. 9. Limitations of Liability. The remedies and limitations of liability for any claims arising between -the parties are set forth below. 9.1 Consequential Damages. NEITHER PARTY OR ITS AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE'FDR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR FOR 'Y, LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COS S OF COVER. TktgE; LIMN #IONS APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIA18 ITY IS ASSERTED AI?0 `FIEGARDLESS OF FORESEEABILITY. 9.2 Claims Related to Services. For Customer's claims related`toetvice deficiencies or interru[ ..ons, Customer's exclusive .. remedies are limited to: (a) those remedies set forth in the SLA for -the, aft6d . Service or (b) the total MRCS or usage charges paid by Customer for the affected Service in the one month immediately, preceding the evet►t giving isto the jaim if an SLA does not exist for the affected Service. 9.3 Personal Injury; Death; Property Damages. For claims arising out of personal injury d'r death to a party's employee, or damage to a party's real or personal property, that are caused by the other parry's negligence or willful misconduct in the performance of the Agreement, each party's liability, to the extent permitted by laWi is limited to proven direct damages. 9.4 Other Direct Damages. For all other claims arising out of ti a Agreement, each party's maximum liability will not exceed in the aggregate the total MRCS and usage charges pa'i'n by Customer to eenturyLink under the Agreement in the three months immediately preceding the event giving rise to the claim (" Damage'Cap"). The Damage Cap will not apply to a party's obligations under the Responsibilities Section below or Customer's payment obffgations under the ;teement. 10. Responsibilities. To the extent permjtted,under lava.each party agrees to be responsible to the other party, its Affiliates, agents, and contractors against all third parEy:clsim!Jor>damages, , liabilifies, or expenses, including reasonable attorneys' fees, arising directly from performance of the Agreement artd related to persctilal injury or death, or damage to personal tangible property that is alleged to have been caused by the negligence Or. willful misconduct of the responsible party. To the extent permitted under law, Customer also agrees to be,,:: sible for all thrrd: party claims for damages, liabilities, or expenses, including reasonable attorneys' fees against CenturyLink, itslffffiates, and contractors; telated to the modification or resale of the Services by Customer or End Users, or any AUP violation. 11. Termination. 11.1 Service.,;;Either party n Exhibit's term requrrements with terminated by Customer for Conv 11.2 Agreement. Either;l intention not to renew ti a Aj terminatean individual'Servi Agreement for Service -relate( applicable SLA, Service Exhi Cause prior to the conclusio Cancellation Charges that api tera.i6ate an individual Service or a Service Exhibit: (a) in accordance with the individual Service ).;daps' prior written notice to the other party, or (b) for Cause. If Service or a Service Exhibit is ren"e or by CenturyLink for Cause, then Customer will pay Cancellation Charges. nay terminate the Agreement and all Services by: (a) providing written notice to the other party of its gnt at' east 60 days prior to the expiration of the then current Term or (b) for Cause. Cause to nibit will not constitute Cause to terminate the Agreement; rather, Cause to terminate the entire is will exist only if Customer has Cause to terminate all or substantially all of the Services under the 43S or Tariff. If the Agreement is terminated by Customer for Convenience or by CenturyLink for ie Term, then Customer will pay the higher of: (c) the Early Termination Charge or (d) the total terminating all CenturyLink Services at the time the Agreement is terminated. 11.3 Unpaid Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 12. Non -Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations; (c) Customer agrees it will not use non -appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring an Early Termination Charge or Cancellation Charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. Page 2 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.112114 CENTURYLINe LOYAL ADVANTAGE® AGREEMENT 13. Miscellaneous. 13.1 General. The Agreement's benefits do not extend to any third party (e.g., an End User). If any term of the Agreement is held unenforceable, the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or SLA, neither party's failure to exercise any right or to insist upon strict performance of any provision of the Agreement is a waiver of any right under the Agreement. The terms and conditions of the Agreement regarding confidentiality, the Responsibilities Section, limitation of liability, warranties, payment, dispute resolution, and all other terms of the Agreement that should by their nature survive the termination of the Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event. 13.2 Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply in descending order of control: Service Exhibit, the Agreement, and any Order Form. If Services are provided pursuant to a Tariff, RSS, or ISS as described in the applicable Service Exhibits, the order of precedence will apply in the followiiZ descending order of control: Tariff, Service Exhibit, the Agreement, RSS, ISS, and Order Form. 13.3 Independent Contractor. CenturyLink provides the Services as an independent contractor. The Agreement will not create an employer-employee relationship, association, joint venture, partnership, or other form of legal :eptity or business enterprise between the parties, their agents, employees or affiliates. 13.4 ARRA. Customer will not pay for the Services with funds obtained through the American Recoverl --And Reinvestment Act or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain funetldhs unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in arta' ndment to the Agreement. 13.5 HIPAA. CenturyLink does not require or intend to access Custom limited to any confidential health related information of Customer's clients, Protected Health Information ("PHI"), as defined in 45 C.F. R. §160.103 under 1996 ("HIPAA Rules"). To the extent that any exposure to PHI is incidental o purpose of accessing, managing the PHI or creating or manipuiet�r�g 164.502(a)(1)(iii). _ 13.6 Installation, Maintenance and Repair (a) Provision of Services is subject to availability of (b) Customer will reasonably cooperate with Celt provide or secure at Customer's expense appropriate sl of Customer's premises to install, operate, or maintain E maintain, or repair Services if any condition on Custome (c) Customer is responsible for any Jgcility or equipment request a technician dispatch for Service prptalems. Before`dis fee. CenturyLink will assess a dispatch d if:;it. determines not caused by CenturyLink's facilities or e0p`M` enton CenturyL 13.7 Governing Law; Dispute Resolution. ata in its performanceli�orepnde .t iJ idluding but not ;h,. may include group heaft plans'; that constitutes Heakh Insurance Portability' Accountability Act of iturypnk's provision of Service and not meant for the PHI, 'scrc;h. exposure is:>allowable under 45 CFR snturyLink's acceptance of a complete Order Form. . to install, maintain, and repair Services. Customer will rver: d rights or licenses if CenturyLink must access the building >ocialed;CenturyLink equipment. CenturyLink may refuse to install, is unsaf6br likely to cause injury. I rs on Custormer's side of the demarcation point. Customer may ►ng, a technician, CenturyLink will notify Customer of the dispatch problem is on Customer's side of the demarcation point or was side o#the demarcation point. (a) Billing Disputes. If Customer disputes a irge in goadfaith, Customer may withhold payment of that charge if Customer makes timely payment of aq undrputed charges when:::due and provides CenturyLink with a written explanation of the reasons for Customer's dispute of the charge within 9Q., after the ltivoice date of such amount. If CenturyLink determines, in its good faith, that the disputed charge is valid, CenturyLink will notify Custom* and within five business days after CenturyLink's notification, Customer must pay the charge and accrued interest. (b) Govern%cig Law; Forum X.The P�greement will be governed by the laws of the State in which the Customer's principal office is located witho6t re0'' Wf to its choice:of taw principles. Any legal proceeding relating to the Agreement will be brought in a U.S. District Court, or absent federal jurisdiction, ina state court of competent jurisdiction, in Denver, Colorado. (c) Waiver of Jury;lrial and Cfass Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its tight to,a fury'trial andop ri4h 10 pursue any claim or action relating to the Agreement on a class or consolidated basis or in a representative capacity. If for any reason the jury trial waiver is held to be unenforceable, the parties agree to binding arbitration for any dispute relating to the Agreement under the Federal Arbitration Act, 9 U.S.C. § 1, et. seq. The arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules. Judgment upon the arbitration award may be entered in any court having jurisdiction. (d) Limitations Pentoc#.4ny claim relating to the Agreement must be brought within two years after the claim arises other than Customer disputing an amount in an invoice, which must be done by Customer within 90 days after the invoice date of the disputed amount. 13.8 No Resale; Security. Customer represents that it is not a reseller of any telecommunication services provided under this Agreement as described in the Telecommunications Act of 1996, as amended, or applicable state law and acknowledges it is not entitled to any reseller discounts under any laws. CenturyLink has adopted and implemented, and will maintain, a corporate information security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink's standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data. Page 3 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT 13.9 Assignment. Either party may assign the Agreement without the other party's prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; or (c) to an Affiliate provided such party gives the other party 30 days' prior written notice. Any assignee of the Customer must have a financial standing and creditworthiness equal to or better than Customer's, as reasonably determined by CenturyLink, through a generally accepted, third party credit rating index (i.e. D&B, S&P, etc.). Any other assignment will require the prior written consent of the other parry. 13.10 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties' authorized representatives. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CenturyLink may change features or functions of its Services; for material changes that are adverse to Customer, CenturyLink will provide 30 days' prior written notice, but may provide a shorter notice period if the change is based on Regulatory Activity. CenturyLink may amend, change, or withdraw the Tariffs, RSS, ISS or AUP, with such updated Tariffs, RSS, ISS or AUP effective uponposting or upon fulfillment of any necessary regulatory requirements. 13.11 Websites. References to websites in the Agreement include any successor websites design'at'ed by CenturyLink. 13.12 Required Notices. Unless provided otherwise in the Agreement, all required notices:;to CenturyLink must>be in writing, sent to 1801 California St., #900, Denver, CO 80202; Fax: 888-778-0054; Ann.: Legal Dept., and to E astomer as pro above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above (bJ tee business days after mailed via regular U.S. Mail; or (c) when delivered by fax if duplicate notice is also sent by regular U Si:;Ma 13.13 Service Termination Notices. Customer's notice of termination for CenturyLink QCC Sert#ices must be serif via mail, facsimile or e-mail to: CenturyLink, Attn.: GBM Disconnects, 112 Sixth St., Bristol, TN 37620 .,": 866.887` 6633, e-mail: GBMdisconnects@CenturyLink.com. Such termination is effective 30 days after- CenturyLink's receipt of tl�e nottoe'' unless a longer period is otherwise required. For Services under the Select Advantage Service Exhibit, Customer must call the Omer care number specified on Customer's invoice to provide notice of termination. 13.14 Entire Agreement. The Agreement (including any appl referenced documents) constitutes the entire agreement betweer understandings relating to the same service, ports, or circuits atjhi 14. Definitions. "Affiliate" means any entity controlled by, controlling, o "AUP" means the Acceptable Use Policy incorporated "Cancellation Charge" means the cancellation charge from a third party provider as a result of an early termii "Cause" means the failure of a party to perform a mater payment defaults by Customer, within fivedAVs,of separate breach, within 30 days after written notice. "CenturyLink QCC" means the former Qwest Communf cati completed an internal reorganization resulting in the mere Company, LLC. Simultaneously with the merger;:: Qwe Communications, LLC. The term ;``CenturyLink QCC" .�efe CenturyLink owned companies now a port of CenturyLink C abte SeNilbe Exhibit, ,pnturyLink accepted Order Forms, and all tfie parties and supersedes all priofi;oral or written agreements or Same locatiort5:as .6 :as Ah Agreement. tart control with a party. nce and posted at http://www.centurylink.com/leoal/. the arpicable Service Exhibit and charges incurred by CenturyLink ,ender' the, Agreement, which failure is not remedied: (a) for from CenturyLink of such default; or (b) for any other material s'Company, LIC d/b/a CenturyLink QCC. On April 1, 2014, CenturyLink of multiple CenturyLink owned companies into Qwest Communications Communications Company, LLC changed its name to CenturyLink to the former "d/b/a CenturyLink QCC" company and not to any other imunications, LLC. "Confidential Information" means any inforrnAtfon,:that is nat;generally available to the public, whether of a technical, business, or other • nature, (including CPNI), and ttrt (a) the:recervtng.:party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party} or (b) is of such a:xature that the receiving party should reasonably understand that the disclosing party desires to protect>the inform' ion from disclosure. Confidential Information will not include information that is in the public domain • through no breach of the Agreement by the receiving party or is already known or is independently developed by the receiving party. • "Convenience" means any reason other'than for Cause. "CPE" means any custom 0fr 8o iipment, software, and/or other materials of Customer used in connection with the Service. "CPNI" means Customer Proprietary Network Information, which includes confidential account, usage, and billing -related information about the quantity, technical configuration, type, destination, location, and amount of use of a customer's telecommunications services. CPNI reflects the telecommunications products, services, and features that a customer subscribes to and the usage of such services, including call detail information appearing in a bill. CPNI does not include a customer's name, address, or telephone number. • "Early Termination Charge" means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. "End User" means Customer's members, end users, customers, or any other third parties who use or access the Services or the . CenturyLink network via the Services. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of • God, fire, explosion, lightning, hurricane, labor dispute, cable cuts by third parties, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. "ISS" means CenturyLink's Information Services Schedule incorporated by this reference and posted at: • http://www.centurylink.com/tariffs/cic info services.pdf. "MRC" means monthly recurring charge. "NRC" means nonrecurring charge. Page 4 of 29 © CenturyLink, Inc. All Rights Reserved. • CONFIDENTIAL v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT "Order Form" includes both order request forms and quotes issued by CenturyLink. If a CenturyLink service requires a quote to validate the Order Form pricing, the quote will take precedence over the order request form, but not over the Service Exhibit. "Regulatory Activity" is a regulation or ruling by any regulatory agency, legislative body or court of competent jurisdiction. "RSS" means as applicable CenturyLink's Rates and Services Schedules incorporated by this reference and posted at http://www.centurylink.com/tariffs/fcc cic ixc rss no 2.Qdf for CenturyLink's International RSS and at http://www.centurylink.com/tariffs/fcc cic ixc rss no 3.pdf for CenturyLink's Interstate RSS. "SLA" means the service level agreement applicable to a Service as described in a Service Exhibit. "State" means one of the 50 states of the United States or the District of Columbia. "Tariff" includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at http://www.centurylink.com/tariffs. "Tax" or "Taxes" means foreign, federal, state, and local excise, gross receipts, sales, use, pF..1 leg e, or other tax (other than net income) now or in the future imposed by any governmental entity (whether such Taxes are ..assessed by a governmental authority directly upon CenturyLink or the Customer) attributable or measured by the sale price or trarts&ction amount, pr`surcharges, fees, and other similar charges that are required or permitted to be assessed on the Customer. These eharges may hdbde state and federal Carrier Universal Service Charges, as well as charges related to E911, and Telephone Relay SerVtce< Page 5 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK le NETWORKING SERVICE EXHIBIT 1. General. Domestic CenturyLink le Networking Service ("Service") is provided by CenturyLink QCC under the terms of the Agreement, this Service Exhibit, and any signed quotes between CenturyLink QCC and Customer. 2. Service. 2.1 Description. Service is a data, IP, and a network management solution that is designed for connectivity between Customer's sites or public Internet connectivity. 2.2 Ports. CenturyLink offers Service in the following port ("Port") types: (a) Internet Port. Internet Ports provide public Internet connectivity. (b) Private Port. Private Ports provide WAN connectivity between Customer sites. Customer may allocate Private Port traffic up to 10 different closed user groups. Customer may request more than 10 point-to-point closed user groups for an additional charge. Quality of service ("QoS") traffic prioritization can be used with Private Ports. Ethernet Private Ports with real-time traffic that require QoS are subject to local access limitations. (c) Enhanced Port. Enhanced Ports provide the functionality of both an Internet Port and a Private Port in a consolidated solution. (d) CenturyLink 10® + Port. A CenturyLink IQ + Port is a bundled solution that includes the following: (i) the functionality of a Private Port, (ii) Local Access, (iii) Monitor and Notification for a CenturyLink provided or approved router, other than for a CenturyLink IQ + Port using CenturyLink Data Center Access, (iv) End -to -End Performance Reporting, and (v) optional CenturyLink provided router as Rental CPE and Priority Queuing. The Local Access and CenturyLink provided router for domestic Service are subject to the Local Access Service Exhibit and CenturyLink Rental CPE Service Exhibit (including the applicable Detailed Description), respectively. Customer may provide a router approved by CenturyLink. Domestic Service with a CenturyLink provided router includes 8x5 NBD maintenance using Pro -MET® Remote Standard Service or 24x7 on-site maintenance using Pro -MET® On -Site Premium Service at Customer qualified sites. CenturyLink may use repackaged Rental CPE or substitute the Rental CPE with other CPE. Customer is responsible for any trouble shooting and repair of equipment on Customer's side of the router. Domestically, a CenturyLink IQ + Port is only available in a CenturyLink determined data center. 2.3 Network Management Service. CenturyLink Network Management Service ("NMS") is a feature available for all Ports except for a CenturyLink IQ + Port using CenturyLink Data Center Access. Select Management or Comprehensive Management is available with domestic Ports. The feature provides performance reporting, change management, configuration management, fault monitoring, management and notification of CPE and network related issues. Except for CenturyLink IQ + Ports, CenturyLink will provide Select Management with each domestic Port unless (a) Customer notifies its CenturyLink sales representative that Customer opts out of Select Management for that Port or (b) Customer chooses Comprehensive Management for that Port, Customer may also request NMS management features for devices not associated with a CenturyLink IQ Networking Port in domestic locations with CenturyLink's prior approval. The NMS management types are set forth in more detail below. (a) Monitor and Notification. Monitor and Notification is included with CenturyLink IQ + Ports other than for a CenturyLink IQ + Port using CenturyLink Data Center Access and is an optional NMS feature for the other Port types. CenturyLink will monitor the Customer devices 24x7x365 for up/down status using ICMP ping. CenturyLink will notify Customer if no response is received for a designated period. NMS will not provide any troubleshooting and incident resolution for device or network faults. "Monitor & Notification" is the only NMS option available for devices that do not support SNMP and/or are not certified for NMS. (b) Select Management. Select Management includes 24x7x365 up/down monitoring as well as 24x7x365 remote performance monitoring, reporting, and ticketing via an NMS online portal for devices supported by CenturyLink, fault monitoring, management, and notification (detection, isolation, diagnosis, escalation and remote repair when possible), change management supported by CenturyLink (up to 12 changes per year), asset management (device inventory), and configuration management (inventory of customer physical and logical configuration). Customer must make change management requests via Control Center at https://controlcenter.centurylink.com. Select Management only supports basic routing functions. NMS does not include new CPE initial configuration, lab testing, lab modeling, or on-site work of CPE. The NMS supported device list and a standard change management list are available on request and are subject to change without notice. (c) Comprehensive Management. Comprehensive Management includes all of the Select Management features as well as total customer agency and change management (up to 24 configuration changes per year) of complex routing functions within routers, switches, and firewall modules. This includes configuration and management of complex routing, switching, device NIC cards, firewall module configurations, and basic router internal firewall functions. CenturyLink acts as the Customer's single point of contact in managing the resolution of all service, device, and transport faults covered by Comprehensive Management and will work with any third party hardware and/or transport providers the Customer has under contract until all network issues are successfully resolved. With Internet security protocol ("IPSec"), CenturyLink can configure full mesh, partial mesh, or hub -and -spoke topologies with secure tunnels for remote communication between Customer locations. IPSec is only available on approved Cisco and Adtran devices. IPSec opportunities greater than 25 devices or with other manufacturer's devices require CenturyLink approval before submitting an order. Page 6 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK le NETWORKING SERVICE EXHIBIT (d) CenturyLink Responsibilities. For NMS, CenturyLink will provide Customer with a nonexclusive service engineer team, which will maintain a Customer profile for the portion of the Customer's network where the devices covered by NMS reside. CenturyLink will work with Customer to facilitate resolution of service affecting issues with Select Management or Comprehensive Management. (e) Customer Responsibilities. (i) Customer must provide all information and perform all actions reasonably requested by CenturyLink in order to facilitate installation of NMS. If Customer limits or restricts CenturyLink's read/write access to a device, CenturyLink cannot support configuration backups. Customer is responsible for supporting CenturyLink in access, troubleshooting, and configuration requests made in accordance with normal troubleshooting and repair support activities. For Out -of -Band management related to fault isolation/resolution, Customer will provide and maintain a POTS line for each managed device. "Out -of -Band" means a connection between two devices that relies on a non-standard network connection, such as an analog dial modem, which must be a CenturyLink certified 56k external modem. Additionally, Customer will provide a dedicated modem for each managed device. It is not mandatory that Customer have a POTS line but Customer must understand that CenturyLink will not be able to troubleshoot issues if the device covered by NMS cannot be reached. Service related outages requiring access to the device for troubleshooting and repair purposes will impact the eligibility of any associated SLA credits. (ii) For Comprehensive Management, Customer must execute the attached Letter of Agency (Attachment 1) to authorize CenturyLink to act as Customer's agent solely for the purpose of accessing Customer's transport services. (iii) Depending on transport type, Customer's managed devices must comply with the following set of access requirements: (A) for NMS delivered via IP connectivity with an Internet Port or other public Internet service, devices must contain an appropriate version of OS capable of establishing IPsec VPNs; and (B) for NMS delivered with a Private Port, CenturyLink will configure a virtual circuit to access Customer's device at no additional charge. CenturyLink will add the NMS network operations center to the Customer closed user group to manage the devices within Customer's network. (iv) Customer must provide a routable valid IP address to establish the NMS connection. Customer's primary technical interface person must be available during the remote installation process to facilitate installation of NMS. All Customer devices managed under NMS must be maintained under a contract from a CenturyLink approved onsite CPE maintenance provider. The response times for which Customer contracts with its CPE maintenance provider will affect CenturyLink's timing for resolution of problems involving Customer provided devices. The performance of the CPE maintenance provider is Customer's responsibility. 2.4 End -to -End Performance Reporting. End -to -End Performance Reporting is a feature included with Private Ports, the Private Port functionality of Enhanced Ports and CenturyLink IQ + Ports, except for Ports with VPLS. Customer must include CenturyLink as a member of each closed user group. The feature includes a report based on data collected from Customer's traffic within its closed user groups and measures availability, jitter, latency, and packet delivery between Customer's edge routers, between CenturyLink's routers, and between Customer's edge routers and CenturyLink's routers. The data contained in the report is measured differently than the goals contained in the SLA applicable to the Service and is for informational purposes only. Customer is not entitled to SLA credits based on the data in the report. Customer may access the report in the Control Center portal. Some quote forms or other associated documents may use "End -to -End Performance Monitoring" to mean "End -to -End Performance Reporting". 2.5 Multicast. Multicast is an optional feature for Private Ports and the Private Port functionality of Enhanced Ports. The feature enables IP multicast on the CenturyLink IP network. Customer must configure its edge devices with CenturyLink designated multicast protocol specifications and use the CenturyLink designated IP address range for Customer's multicast applications. The standard feature allows up to ten sources of multicast traffic per Customer, but CenturyLink may permit a limited number of additional sources. 2.6 Secure IP Gateway. Secure IP Gateway ("SIG") is an optional feature for Enhanced Ports. SIG adds a network based firewall feature to an Enhanced Port and supports Customer defined network address translation policies and firewall rule sets. 2.7 VPLS. Layer 2 virtual private LAN service ("VPLS") is optional feature for Private Ports only. Private Ports with VPLS are supported on CenturyLink-certified Cisco equipment and are limited to the following connection and encapsulation methods: Ethernet 10 Mbps, 100 Mbps, 1000 Mbps with Ethernet encapsulation; DS1 and DS3 with Frame Relay encapsulation, and OC3 with ATM encapsulation. The following features are not available with Private Ports with VPLS: (a) usage reports; (b) the Precise Burstable or Data Transfer pricing methodologies; (c) the SLA's Reporting Goal; (d) VPN Extensions and (e) End -to -End Performance Reporting. 2.8 VPN Extensions. A VPN Extension is an optional feature for layer 3 multi protocol label switching ("MPLS") Private Ports and Enhanced Ports. The feature allows Customer to extend its Layer 3 MPLS closed user groups to Customer locations that are not served by CenturyLink's MPLS network ("Remote Location"). Customer can establish a tunnel through the Internet between the Customer's CPE at the Remote Location (separately purchased and managed by Customer) and the CenturyLink network device. The Customer provided CPE must support the CenturyLink service configurations and be installed as designated by CenturyLink or as otherwise agreed upon by the parties. Customer is responsible for the installation, operation, maintenance, use and compatibility of the Remote Location CPE. Customer will cooperate with CenturyLink in setting the initial configuration for the Remote Location CPE interface with the VPN Extension Service. Customer must use IP connectivity at the Remote Location that includes a static public IP address. Page 7 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK le NETWORKING SERVICE EXHIBIT (a) Exclusions. CenturyLink will not debug problems on, or configure any internal or external hosts or networks (e.g., routers, DNS servers, mail servers, www servers, and FTP servers). All communication regarding the VPN Extension must be between CenturyLink and a Customer approved site contact that has relevant experience and expertise in Customer's network operations. The following features are not available with VPN Extensions: (i) End -to -End Performance Reporting; (ii) QoS; (iii) VPLS; and (iv) Multicast. VPN Extensions are not subject to the SLA. 2.9 Backbone Prioritization/Priority Queuing. Backbone Prioritization and Priority Queuing is an optional feature available with individual domestic Private Ports and CenturyLink IQ + Ports respectively. When this feature is configured on such Port, traffic originating from that Port will be designated at a higher class of service to the CenturyLink IP network than traffic originating from Private Ports or CenturyLink IQ + Ports without the feature or Internet Ports. If Customer desires the feature for traffic between two or more such Ports, the feature must be ordered for each such Port. The benefit from this feature is realized during periods of high network congestion. The feature may not be available at all locations or with Multicast in certain circumstances. 3. Ordering. For purposes of this Service Exhibit, "Order Form" means an electronic order confirmation process using an architecture confirmation document ("ACD") or other document that Customer and CenturyLink mutually agree to prior to submitting a Service order request. CenturyLink must approve each Order Form and Customer must send it via e-mail, fax, or other CenturyLink- approved electronic process to CenturyLink. Subject to availability, CenturyLink will assign /29 Internet address space for Customer during the use of a Port. Neither Customer nor any End Users will own or route these addresses. Upon termination of Service, Customer's access to the IP addresses will cease. If Customer requests special sequencing for Port installation, Customer must designate a Key Port. A "Key Port" is a Port that must be available on the network before adding additional domestic Port locations. The installation of the Key Port will determine the timelines for the installation of other domestic Ports. Customer may designate one Key Port within its CenturyLink IQ Networking network topology by notifying CenturyLink in writing of that request. Unless the parties otherwise agree in writing, Customer has sole responsibility for ordering, securing installation and ensuring proper operation of any and all equipment required to enable Customer to receive the Service. 4. Charges. Customer must pay all applicable MRCs and NRCs set forth in an attached pricing attachment, offer attachment, or a valid signed CenturyLink issued quote. For CenturyLink IQ + Ports only, the rates for the (a) Local Access, (b) Monitor and Notification (if included with a CenturyLink IQ + Port) and (c) optional Rental CPE and Priority Queuing are presented with the Port rates. Charges will commence within five days after the date CenturyLink notifies Customer that Service is provisioned and ready for use ("Start of Service Date"). Customer may order multiple Ports with multiple pricing methodologies in accordance with the pricing methodologies set forth below. Customer may change the pricing methodology (e.g., from Flat Rate to Precise Burstable) of a Port if: (a) the Port's new MRC remains the same or greater than the old MRC, and (b) the Port starts a new Service Term that is equal to or greater than the remaining number of months in the old Service Term, subject to a 12 month minimum. CenturyLink may change rates after the completion of a Port's Service Term with 60 days' notice. The net rate MRCs set forth in the pricing attachment, offer attachment or valid signed CenturyLink issued quote will be used to calculate Contributory Charges. Net rate MRCs are lieu of all other rates, discounts, and promotions. The End -to -End Performance Reporting, VPN Extension, SIG and Multicast features are provided on a month-to-month basis and either party may cancel a feature with 30 days' prior written notice to the other party. CenturyLink may upon 30 days prior written notice to Customer modify those features, including without limitation, their rates. 4.1 Pricing Methodologies. (a) Flat Rate. The Flat Rate pricing methodology bills Customer a specified MRC for a given Port speed regardless of Customer's actual bandwidth utilization. (b) Tiered. The Tiered pricing methodology caps Customer's bandwidth at the tier specified on an Order Form and bills the Customer a fixed MRC based on that bandwidth tier regardless of Customer's actual bandwidth utilization. No more than once per month, Customer may change its specific bandwidth tier (e.g., 2 Mbps to10 Mbps) within the applicable Port classification (e.g., Ethernet, Fast Ethernet). Customer may not change its bandwidth from one Port classification to another. (c) Precise Burstable. Usage samples are taken every five minutes throughout the monthly billing cycle. Only one sample is captured for each five-minute period, even though there are actually two samples taken; one for inbound utilization and one for outbound utilization. The higher of these two figures is retained. At the end of the billing period, the samples are ordered from highest to lowest. The top 5% of the samples are discarded. The highest remaining sample is used to calculate the usage level, which is the 95th percentile of peak usage. For each Precise Burstable Port, Customer will pay an MRC calculated by multiplying Customer's 95th percentile of peak usage in a given month by the applicable MRC per Mbps. There is a minimum usage amount within each Precise Burstable Port classification ("Precise Burstable Minimum"). Customer will be billed the greater of the Precise Burstable Minimum or the actual charges based upon its 95th percentile of peak usage. (d) Data Transfer. Usage samples are taken every five minutes throughout the Customer's monthly billing cycle. Samples are taken for both in -bound utilization and out -bound utilization. Customer will be billed for the sum total of both inbound and outbound utilization. Charges are applied using a stepped or "metered" methodology such that Customer's traffic will be billed incrementally at each volume tier. For example, if Customer's total volume on a DS1 circuit is 10 GB, the first 7 GB of such total would be billed at the 0-7 GB tier, and the remaining 3 GB would be billed at the 7.01-17 GB tier. For each Data Transfer Port ordered hereunder, Customer will pay an MRC calculated by multiplying Customer's volume of data transferred in a given month (in GBs) by the applicable MRC per Page 8 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK le NETWORKING SERVICE EXHIBIT GB. Within each Data Transfer Port classification (e.g., DS1, DS3), Customer will be subject to the minimum usage amount set forth in the column heading of the applicable Data Transfer pricing table ("Data Transfer Minimum"). Customer will be billed the greater of the Data Transfer Minimum or the actual charges based upon its actual volume of data transferred. Data Transfer pricing is only available if Customer's premises -based router uses HDLC, PPP, or MLPPP line encapsulation. 5. Term; Cancellation. 5.1 Term. The term of an individual Port (and associated features/Services, if applicable) begins on the Start of Service Date for that Port and continues for (a) the service term shown on the valid signed CenturyLink issued quote or the pricing attachment for CenturyLink IQ + Ports or (b), <SELECT ONE> for other domestic Ports (each a "Service Term"). If Service is installed at multiple Customer locations or with multiple Ports at a Customer location, each separate Port (and associated features/Services) will have its own Start of Service Date. Upon expiration of a Service Term, CenturyLink IQ + Ports and other domestic Ports (and associated features/Services) will remain in effect on a month-to-month basis until canceled by either party with 60 days' notice. 5.2 Cancellation. Upon cancellation of a Service, Customer will remain liable for charges accrued but unpaid as of the cancellation date. If a Port and associated features/Services is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of its Service Term or Upgrade Service Term (as described in the "Upgrades" section), Customer will pay a "Cancellation Charge" equal to: (a) Domestic Internet Port, Private Port or Enhanced Ports: (i) 100% of the Port and NMS MRCs multiplied by the number of months remaining in the first 12 months of the initial Service Term (or Upgrade Service Term), if any, plus (ii) 35% of the balance of those MRCs multiplied by the number of months remaining to complete the initial Service Term (or Upgrade Service Term) beyond the first 12 months, plus (iii) the amount of any NRCs discounted or waived if the Port has not remained installed for at least 12 months. (b) CenturyLink IQ + Ports: (i) 100% of the CenturyLink IQ + Port MRC (and associated features/Service MRCs if applicable) multiplied by the number of months remaining in the first 12 months of the initial Service Term, if any; plus (ii) 75% of the those MRCs multiplied by the number of months remaining to complete 24 months of the initial Service Term, if any; plus, if applicable, (iii) 50% of those MRCs multiplied by the number of months remaining to complete the remainder of the Service Term. 5.3 Waiver of Cancellation Charges. (a) Upgrades. CenturyLink will waive the Cancellation Charges for a domestic Port if Customer: (i) upgrades a Port to another Port with a higher bandwidth (e.g., from a DS1 to a DS3) within the same pricing methodology and the new Port's MRC (with Local Access) is equal to or greater than the combined MRCs of the Port and the associated Local Access Service being terminated; (ii) upgrades the Port type to a higher Port type (e.g., from an Internet Port to a Private Port or an Enhanced Port) within the same pricing methodology; or (iii) upgrades any Port to a CenturyLink IQ + Port. All upgraded Ports must start a new Service Term equal to or greater than the replaced Port's remaining Service Term, subject to a 12 month minimum ("Upgrade Service Term"). If Customer cancels the upgraded Port before the completion of the Upgrade Service Term, Customer will pay the Cancellation Charges set forth in the Cancellation section above. In some cases an upgrade to a Port may trigger a Local Access charge under the Local Access Service Exhibit. Customer can upgrade a CenturyLink IQ + Port from 8x5 NBD Remote to 24x7 On -Site maintenance or upgrade a CenturyLink IQ + Port's NMS feature to Select Management or Comprehensive Management without restarting the Service Term. (b) Migration to Other CenturyLink Services. CenturyLink will waive the Cancellation Charges for a domestic Port if Customer migrates the Port to new Analog VoIP Service or Data Bundle Solutions (a "New Service") as long as: (i) the New Service's MRC is equal to or greater than the combined MRCs of the Port and the associated Local Access Service being terminated; (ii) the New Service's minimum service term is at least as long as the then remaining Service Term of the Port being terminated; and (iii) the New Service is available. 6. Additional Disclaimer of Warranty. In addition to any other disclaimers of warranty stated in the Agreement, CenturyLink makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that the performance of the Services will render Customer's systems invulnerable to security breaches. Customer is responsible for Customer's own network security policy (including applicable firewall and NAT policies) and security response procedures. 7. E-mail Notification. Customer acknowledges and agrees that CenturyLink may contact Customer via e-mail at the e-mail address provided to CenturyLink when Customer ordered the Service for any reason relating to the Service, including for purposes of providing Customer any notices required under the Agreement. Customer agrees to provide CenturyLink with any change to its a mail address. 8. AUP. All use of the Services must comply with the AUP located at http://www.centurylink.com/legal/, which is subject to change. CenturyLink may reasonably change the AUP to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers. Any changes to the AUP will be consistent with the purpose of the AUP to encourage responsible use of CenturyLink's networks, systems, services, Web sites, and products. 9. SLA. Ports other than CenturyLink IQ + Ports are subject to the CenturyLink IQ Networking Service Level Agreement ("SLA"), CenturyLink IQ + Ports are subject to the CenturyLink IQ + Port SLA and the NMS feature is subject to the NMS SLA. Each SLA is Page 9 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK le NETWORKING SERVICE EXHIBIT located at http://www.centurylink.com/legal/ and subject to change. For Customer's claims related to Service or NMS feature deficiencies, interruptions or failures, Customer's exclusive remedies are limited to those remedies set forth in the applicable SLA. Page 10 of 29 © CenturyLink, Inc. All Rights Reserved. • CONFIDENTIAL v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK le NETWORKING SERVICE EXHIBIT PRICING ATTACHMENT 1. Pricing 1.1 Network Management Service MRCs. (a) NMS for devices associated with a CenturyLink IQ Networking Port. The following MRC is in addition to the Port MRC. Description MRC NRC Select Management NMS for devices associated with a Promo Code MRC NRC CenturyLink IQ Networking Port. Monitor and Notification $35.00 per device N/A Select Management IQ MANAGED $45.00 per device" N/A Comprehensive Management IQ MANAGED $75.00 per device N/A Monitor and Notification (for non- N/A $35.00 per device N/A CenturyLink IQ + Ports `CenturyLink will provide Select Management with domestic CenturyLink ICS Networking Internet, Frivate ana Lnnancea Forts umess Customer elects to opt out. (b) NMS for devices not associated with a CenturyLink IQ Networking Port. The following MRC is in addition to the Port MRC. Description NMS for devices not associated with a CenturyLink IQ Networking Port(including VPN Extensions). MRC NRC Select Management $60.00 per device N/A Comprehensive Management $100.00 per device N/A Monitor and Notification $35.00 per device N/A 1.2 CenturyLink IQ Networking Features. (a) Secure IP Gateway. Secure IP Gateway Activation Fee $200.00 per each Enhanced Port (b) VPN Extensions. VPN Extensions 1 $25.00 per IPsec tunnel 1 $50.00 per IPsec tunnel (c) Backbone Prioritization: Backbone prioritization charges are in addition to the applicable Private Port MRCs. Description Increased MRC Backbone Prioritization CenturyLink will apply a 20% uplift charge to the MRC of each Private Port configured with Backbone Prioritization. 1,3 Port Pricing Tables. Some Port types or Port speeds may not be available in all areas or with certain types of access. (a) Tiered Pricing. Tiered Gigabit Ethernet (1000 Mbps) Internet Port Other Access Net Rate MRC Install NRC 100 Mb s See RFP Pricing See RFP Pricing 200 Mb s See RFP Pricing See RFP Pricing 300 Mb s See RFP Pricing See RFP Pricing 500 Mb s See RFP Pricing See RFP Pricing 1000 Mb s See RFP Pricing See RFP Pricing 1.4 NRC Discounts. Page 11 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK le NETWORKING SERVICE EXHIBIT (a) NRC Waiver. So long as Customer is not in default of any obligations under the Agreement, CenturyLink will waive the Install NRCs for Internet Ports and Private Ports. The Internet Ports and Private Ports must remain installed for at least 12 months. Enhanced Ports are not eligible for any waiver or discount off Install NRCs. 2. 10 Gigabit Ethernet Internet Port Description and Pricing. 10 Gigabit Ethernet Internet Ports provide Customer with access to the Internet. A 10 Gigabit Ethernet Internet Port's peak usage cannot exceed the Bandwidth Tier that is agreed upon between Customer and CenturyLink. "Bandwidth Tier" means the maximum bandwidth usage allowed on a 10 Gigabit Ethernet Internet Port; CenturyLink will not deliver traffic that exceeds the Bandwidth Tier. Customer understands that the SLA does not apply to any non - delivered traffic that results from exceeding the Bandwidth Tier limit. The Bandwidth Tier is indicated by checking the applicable checkbox in the pricing tables shown below. All 10 Gigabit Ethernet Internet Ports are subject to availability, and any additional 10 Gigabit Ethernet Internet Ports must be ordered via an amendment. (a) Tiered. Tiered 10 Gigabit Ethernet (10,000 Install NRC Net Rate MRC Bandwidth Tier Mbps) Internet Port Other Access (Indicate the Bandwidth Tier by checking the box 2000 Mb s See RFP Pricing See RFP Pricing ❑ 5000 Mb s See RFP Pricing See RFP Pricin ❑ Page 12 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. v1.112114 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK le NETWORKING SERVICE EXHIBIT ATTACHMENT COMPREHENSIVE MANAGEMENT LIMITED LETTER OF AGENCY between Collier County ("Customer") and CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC ("CenturyLink") This limited letter of agency ("LOA") hereby authorizes CenturyLink to act as the Customer's agent for the limited purpose of contacting Customer's designated Local Exchange Carrier ("LEC"), Interexchange Carrier ("IXC"), Internet Service Provider ("ISP"), or customer premises equipment ("CPE") maintenance provider in conjunction with CenturyLink Network Management Service. Network Management Service activities will consist of working with Customer's LEC, IXC, ISP, and/or CPE maintenance provider for the purpose of: (a) extracting information concerning transmission data elements carried over Customer's network connection; (b) identifying Customer's links or data link connection identifiers ("DI -Cls"); (c) opening, tracking, and closing trouble tickets with the LEC, IXC, ISP, or CPE maintenance provider on Customer's transport links or CPE when an alarm or fault has been detected; (d) dispatching CPE repair personnel on behalf of Customer to CPE for which a fault has been detected; and (e) discussing fault information with the LEC, IXC or CPE maintenance provider on behalf of Customer to facilitate resolution of the problem. CenturyLink does not assume any of Customer's liabilities associated with any of the services the Customer may use. The term of this LOA will commence on the date of execution below and will continue in full force and effect until terminated with 30 days written notice by one party to the other or until the expiration or termination of the Network Management Service. A copy of this LOA will, upon presentation to LEC, IXC, ISP, and/or CPE maintenance provider, as applicable, be deemed authorization for CenturyLink to proceed on Customer's behalf. Customer Company Name Authorized Signature of Customer Print or Type Name Title Date Page 13 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved v1.062215 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 1. General. CenturyLink QCC will provide Local Access Service ("Service") under the terms of this Service Exhibit, the Agreement and the RSS. 2. Service Description and Availability. 2.1 Description. Service provides the physical connection between the Service Address and the CenturyLink Domestic Network. Service includes any entrance cable or drop wire to, and equipment maintained by CenturyLink at the Demarcation Point, but does not include CPE, Extended Wiring, inside wiring, or other equipment not maintained by CenturyLink. Customer is responsible for any additional terminations beyond the Demarcation Point. All equipment owned by CenturyLink remains property of CenturyLink. Customer disclaims any interest in any equipment, property or licenses used by CenturyLink to provide Service. CenturyLink will not provide Service to a residential location, even if business is conducted at that location. Service is not a standalone service and Customer must purchase the Service in connection with another CenturyLink service for which a local loop is required. 2.2 Types of Service Technologies. CenturyLink uses the following different technologies to provide Service. Some technologies or speeds may not be available in all areas or with certain types of Service. (a) Special Access. "Special Access" means Service using digital signal bandwidths DSO, DS1 and DS3 or Optical Carrier signal bandwidths OC3, OC 12, OC48 and OC 192. (b) Ethernet Local Access ("ELA"). ELA is available at bandwidths varying from 1 Mbps to 1,000 Mbps (1 G) and 10G (Cross - Connect Access only). ELA is available in the following options: Native Single -Class -of -Service (CoS) Low, Native Single-CoS Medium, Native Single-CoS High, Native Multi-CoS, ELA over SONET, or Ethernet Virtual Access ("EVA"). "Native Single-CoS Low" is a layer 2, switched, native service using a standard Ethernet offering from the local access provider. Native Single-CoS Low is not recommended for use with critical applications (i.e. voice), but is ideal for non-critical applications (i.e. Internet and email traffic). "Native Single-CoS Medium" is a layer 2, switched, native service using a better -than -standard Ethernet offering from the local access provider. Native Single-CoS Medium is ideal for a combination of non-critical and/or critical applications; typically varying voice, video, and data. "Native Single-CoS High" is a layer 2, switched, native service using the best Ethernet offering from the local access provider. Native Single- CoS High is ideal for critical applications; typically predictable and reliable voice and data. Native Single-CoS Medium and Native Single-CoS High are only available with the following CenturyLink services: CenturyLink IQ® Networking Internet Port, Private Port or Enhanced Port with Secure Internet Gateway, E -Line, or Ethernet Private Line ("EPL"). Native Single-CoS Medium or Native Single- CoS High circuit speed must match the maximum CenturyLink IQ Networking port, E -Line, or EPL bandwidth. "Native Multi-CoS" is a layer 2, switched, native service closely aligning the CenturyLink IQ Networking QoS and the local access provider's Ethernet class of service offering and is only available with CenturyLink IQ Networking Private Port or Enhanced Port with Secure Internet Gateway. At Customer's discretion, Native Single-CoS Low, Native Single-CoS Medium, Native Single-CoS High, or Native Multi-CoS may be used to support CoS for critical applications (i.e. voice). "ELA over SONET" is a layer 1, SONET-based service. EVA is a layer 2, Ethernet - based service that provides customers with a premium non -oversubscribed connection with Fast E and Gig E connection types. Customer may experience delayed installation intervals due to construction requirements and available bandwidths may be limited due to distance and available Ethernet -supported facilities from the local access provider. (c) Wavelength Local Access. "Wavelength Local Access" means Service using wave division multiplexing technology. Wavelength Local Access is available at bandwidths of 1 GbE, 10 GbE LAN PHY, 2.5 G (OC48), 10 GbE WAN PHY (OC192), 40G, OTU 1, OTU2, OTU3, 1 G, 2G, 4G and 10G. (d) DSL Local Access. "DSL Local Access" means Leased Access using digital subscriber line ("DSL") technology. DSL Local Access is available at bandwidths varying from 128 kbps/64 kbps to 15000 Mbps/1000 Mbps. Customer may experience delayed installation intervals due to Construction requirements and available bandwidths may be limited due to distance and available DSL - supported facilities from the local access provider. (e) IP Connection. "IP Connection" is a Layer 3, symmetrical transport service that utilizes established dedicated IP and MPLS transport technologies. When purchasing IP Connection, Customer agrees that it will use the IP Connection only for the provision of either (i) wireline broadband Internet access (as defined in applicable Federal Communications Commission orders and regulations), or (ii) wireline broadband Internet access plus additional information services, with wireline broadband Internet access constituting a principal use. IP Connection provides connectivity between single Customer locations within an affiliate LEC metropolitan area and a "hub" location using industry standard dedicated IP and MPLS protocols. The transmission speed depends on the amount of bandwidth available at the respective Customer location, which may be dependent on available underlying technology at the location. Service is available over multiple designs, which may include but not be limited to symmetrical VDSL2 connectivity with MPLS transport supporting speeds up to 40/40mg and symmetrical GPON connectivity with MPLS transport supporting speeds up to 1 G/1 G, all providing an IP Connection over the given transport solution. 2.3 Types of Service. CenturyLink offers the following three types of Service: CenturyLink Provided Access, Customer Provided Access or Cross -Connect Access. 2.3.1 CenturyLink Provided Access. "CenturyLink Provided Access" or "CLPA" means either On -Net Access or Leased Access. Page 14 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.111815 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT (a) On -Net Access. For On -Net Access, Customer must be located in a CenturyLink designated building in which On -Net Access is generally available. On -Net Access is generally available as Special Access (except at the DSO bandwidth), ELA, and Wavelength • Local Access. Depending on the Service Address, On -Net Access may be provided through an existing CPOP, newly built CPOP, existing intra -building local loop facilities, or connections to a third party provider where CenturyLink coordinates the connectivity between CenturyLink facilities and facilities of a service provider with whom CenturyLink is interconnected. On -Net Access is subject to . the On -Net Service Level Agreement located at http://www.centurylink.com/legal/, which is subject to change. • (b) Leased Access. Leased Access is generally available as Special Access, ELA, Wavelength Local Access, and DSL Local Access at the bandwidths described in this Service Exhibit for those access types. Customer may request a specific local access • provider for Leased Access from a list of available providers with whom CenturyLink has interconnect agreements. CenturyLink will • attempt to use the Customer requested provider, but both final routing and the provider actually used will be chosen by CenturyLink. Where available for Special Access, ELA and Wavelength Local Access, Customer may request CenturyLink to provide a separate fiber facility path for a protection system between the local access provider's serving wire center and the Service Address ("Protect Route"). Protect Route uses backup electronics and two physically separate facility paths in the provisioning of Service. If the working facility or • electronics fail, or the Service performance becomes impaired, the facility is designed to automatically switch to the Service protect path in order to maintain a near -continuous flow of information between locations. Special Access and ELA are also generally available as a • central office meet point at a local access provider central office to which Customer has a dedicated connection. • 2.3.2 Customer Provided Access. "Customer Provided Access" or "CPA" means a local loop that Customer orders from a local access provider to connect Customer's premises to the CenturyLink Domestic Network at a connection point specified by CenturyLink. CenturyLink will provide Customer with a limited letter of agency ("LOA"), which is incorporated by this reference, authorizing Customer • to act as CenturyLink's agent so that Customer's local access provider will connect Customer's premises to the CenturyLink Domestic Network. Customer will also need to execute a CPA -DAR Addendum for CPA POP with ELA or Wavelength Local Access. Customer • will pay a CPA charge to CenturyLink when Customer uses the following: (a) Special Access CPA dedicated facilities or ELA CPA virtual local area network ("VLAN"), both of which are dedicated entrance facilities CenturyLink leases from a local access provider and that carry traffic only from CenturyLink; or (b) ELA CPA POP, which requires CenturyLink to provide space and power for the local • access provider to install Ethernet equipment; or (c) Wavelength Local Access. Customer will pay a CPA charge to CenturyLink when Customer uses Special Access CPA non -dedicated facilities owned by local access providers and that carry traffic from multiple • carriers, including CenturyLink, if the provider charges CenturyLink for those facilities. CPA ELA VLAN is an access type where • CenturyLink will provision and assign an Ethernet virtual circuit from a CenturyLink POP to a Customer designated Ethernet facility leased from a common Ethernet service provider. This access will be used to connect to a CenturyLink VLAN assignment on a CenturyLink IQ Networking Internet or Private Port or E -Line. CenturyLink will not bill customer a CPA charge for an IP layer 3 expansion site because Customer, not CenturyLink, is responsible for ordering a cross -connect from the IP layer 3 expansion site • manager to meet CenturyLink in the IP layer 3 expansion site's meet -me -room. CPA is the responsibility of Customer and CenturyLink will not pay for or troubleshoot components of CPA. 2.3.3 Cross -Connect Access. "Cross -Connect Access" or "XCA" means: (a) an intra -POP connection between certain Customer facilities with direct access to the CenturyLink Domestic Network and the CenturyLink backbone access point (either (i) located within • CenturyLink's transport area where CenturyLink allows Customer to bring its own fiber directly to the CenturyLink fiber under an executed Direct Connect Agreement ("Direct Connect") or (ii) in an area where Customer has leased space in a CPOP, a remote collocation site, or a collocation hotel under a Telecommunications Collocation License Agreement or (b) a connection between a CenturyLink-determined data center and a CenturyLink IQ Networking Port, Optical Wavelength Service ("OWS"), or E -Line ("Data • Center Access") under an executed CenturyLink TS Service Exhibit with a CenturyLink IQ Networking, OWS or E -Line Service Exhibit. Data Center Access is available in bandwidths of 100 Mbps, 1 G, and 10G (CenturyLink IQ Networking and OWS only). Direct Connect requires splicing of Customer and CenturyLink fibers and cross -connection of individual circuits. 2.4 RSS. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications • Commission regulations and represents while using the Service, more than 10% of its usage will be interstate usage. i3. Ordering. Upon acceptance of an order for a Service, CenturyLink will notify Customer of CenturyLink's target date for the delivery . of that Service ("Estimated Availability Date"). Once CenturyLink notifies Customer of the Estimated Availability Date for a Service, cancellation fees or Cancellation Charges set forth in the Cancellation section below will apply to any cancellation of that order. If Customer fails to respond to CenturyLink's requests to arrange for the installation of a Service when CenturyLink is ready, CenturyLink may consider the affected Service order canceled. CenturyLink will use commercially reasonable efforts to install each such Service on or before the Estimated Availability Date, but the inability of CenturyLink to deliver Service by such date is not a default under the Agreement or this Service Exhibit. 4. Charges. Customer will pay the net rates set forth in the attached pricing attachment or a quote for Service issued by CenturyLink if the rates for Service at a particular Service Address are not included in the pricing attachment, including all applicable ancillary service charges. CenturyLink invoices MRCs in advance and NRCs in arrears. If the Start of Service Date for any Service falls on any day other than the first day of the month, the first invoice to Customer will consist of: (a) the pro -rata portion of the applicable • MRC covering the period from the Start of Service Date to the first day of the subsequent month; and (b) the MRC for the following month. Charges for Service will not be used to calculate Contributory Charges. Customer will receive the rates for Service as shown on the pricing attachment regardless of whether an NPA/NXX split or overlay occurs. Page 15 of 29 © CenturyLink, Inc. All Rights Reserved. • CONFIDENTIAL v1.111815 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 4.1 Ancillary Charges. Ancillary charges applicable to Service include but are not limited to those ancillary services set forth in this section. If an ancillary charge applies in connection with provisioning a particular Service, CenturyLink will notify Customer of the ancillary charge to be billed to Customer. Customer may either approve or disapprove CenturyLink providing the ancillary service. (a) Expedite. A local loop expedite charge applies to orders where Customer requests the delivery of Service one or more days before the Estimated Availability Date. Customer may only request to expedite CenturyLink Provided Access of Special Access and ELA orders (where underlying local access provider allows CenturyLink OCC to order an expedited service.) (b) Extended Wiring. "Extended Wiring" means additional wiring required for orders where the Customer requested termination point for Service is not located in the same location as the Demarcation Point. The Demarcation Point is typically located at a suitable location in the basement or on the first floor of a Service Address where provision is made for termination of CenturyLink's outside distribution network facilities. Customer may only request Extended Wiring for (i) Special Access ordered as Leased Access, (ii) DSL Local Access, (iii) Ethernet Local Access (where available), and (iv) IP Connection. (c) Construction. Construction charges apply if special construction is required to extend Service to a Demarcation Point not covered by Extended Wiring or other activities that may cause CenturyLink to incur expenses for provisioning the Service (e.g., special arrangements of LEC facilities or equipment required to activate the Service) ("Construction"). If Customer does not approve of the Construction charges after CenturyLink notifies Customer of the charges, the Service ordered will be deemed cancelled. (d) Multiplexing. Customer may request multiplexing for Special Access where available. CenturyLink will multiplex lower level local loop into a higher local loop, or vice -versa, for an additional charge. CenturyLink offers multiplexing at a CPOP, at an On -Net Access building or at an ILEC/CLEC facility providing the Leased Access. For multiplexing at a CenturyLink On -Net Access building, CenturyLink provides multiplexed circuit handoffs to Customer at the same On -Net Access Service Address. For multiplexing at ILEC/CLEC facility, CenturyLink facilitates the delivery of multiplexed circuit handoffs to Customer at a single Service Address or at multiple Service Addresses per Customer's request. Multiplexing is generally available at DS1 and OCn circuit levels. Pricing for multiplexing at an ILEC/CLEC facility is on an individual case basis. (e) Changes. Ancillary change charge applies where Customer requests CenturyLink to change a local loop to a different Service Address that is within the same Customer serving wire center as the existing local loop, but a Cancellation Charge does not apply. 5. Term; Cancellation. 5.1 Term. The term of an individual Service begins on the Start of Service Date for that Service and continues for the number of months specified in the attached pricing attachment for a particular Service Address or a quote for Service issued by CenturyLink if the rates for Service at particular Service Address are not included in the pricing attachment ("Initial Service Term"). Excluding voice loops and Data Center Access with a month-to-month Initial Service Term, the Initial Service Term will not be less than 12 months. Upon expiration of the Initial Service Term, Service will automatically renew for consecutive periods equal to the Initial Service Term length (a "Renewal Service Term"). CenturyLink may change rates at any time after the Initial Service Term, but will not change rates more than once during a Renewal Service Term. 5.2 Cancellation. Upon cancellation of a Service, Customer will remain liable for (a) charges accrued but unpaid as of the cancellation date (including MRCs, NRCs and Construction charges and other ancillary charges), (b) the amount of any NRCs that CenturyLink discounted or waived, if canceled during the first 12 months of the Initial Service Term and (c) any applicable cancellation fees and Cancellation Charges as set forth below. (a) Leased Access and On -Net Access—Cancellation Before the Start of Service Date. Customer will pay the cancellation fee identified in the below table if cancellation of a Service order occurs before the Start of Service Date. If Customer accepted a Construction charge, Customer will also pay any unpaid Construction charges incurred by CenturyLink. If CenturyLink notifies Customer that Construction is required to provision a Service order and Customer cancels that order before the Start of Service Date because Customer disapproves of the Construction charge, the cancellation fee does not apply. Leased Access and On -Net Access Service Bandwidtht Before Start of Service Date Cancellation Fee DSO (Leased Access only), DS1, DSL Local Access speeds up to $150 NRC 1536 Kb s/1.024 Mb s DS3, OCn, DSL Local Access speeds greater than 1536 Kbps/1.024 Mbps, all ELA speeds, all Wavelength Local Access speeds, all IP $500 NRC Connectionspeeds tlncludes all types of Service Technology unless otherwise noted. (b) All Service Types—Cancellation After the Start of Service Date. If a Service is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of its Initial Service Term, Customer will pay a "Cancellation Charge" equal to: (i) 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the first 12 months of the Initial Service Term, if any, plus (ii) 35% of the balance of the MRCs that otherwise would have become due for the unexpired portion, if any, of the Initial Service Term beyond the first 12 months. Page 16 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.111815 CENTURYLINe LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT (c) Moves. When Customer requests that CenturyLink move a local loop to a different Service Address that is not within the same Customer serving wire center as the existing local loop such move will be deemed a disconnect of the current local loop to which a Cancellation Charge applies and a new install of a new local loop. (d) Waiver of Cancellation Charges. CenturyLink will waive the Cancellation Charge for a cancelled Service: (i) When Customer cancels a Special Access ordered as Leased Access if it is (A) DS3 or less, (B) is not part of a bundle or package offering that required Customer to order the local loop with other service components and (C) the local loop's Start of Service Date was at least 12 months prior to the requested date of cancellation. (ii) When Customer upgrades existing Special Access, Native Single-CoS Low/Medium/High, Native Multi-CoS, ELA over SONET, or Wavelength Local Access ("Existing CLPA Service") with new Service within the same specific type of Service technology at a higher Service speed (e.g., Special Access DS1 to Special Access DS3 or Native Single-CoS Low Fast E to Native Single-CoS Low Gig E) and with the same local access provider ("Upgraded CLPA Service"). The Upgraded CLPA Service will have a new Service Term beginning on its Start of Service Date. If the type of Service technology changes when Customer upgrades Existing CLPA Service, Customer must pay Cancellation Charges. (e) Customer Provided Access—Cancellation of Connectivity after Start of Service Date. To cancel CPA, Customer must provide CenturyLink with a written disconnect firm order confirmation ("DFOC") notice from Customer's CPA provider along with notice to cancel the CPA. If Customer fails to provide CenturyLink with the DFOC notice within 30 calendar days after CenturyLink's receipt of the notice to cancel the CPA, or if CenturyLink disconnects CPA for Cause, then CenturyLink may disconnect the CPA or require the CPA provider to do so. Customer will remain liable for charges for the connectivity to CPA (even if Customer cannot use the CPA) until: (i) Customer furnishes the required DFOC to CenturyLink; or (ii) either party cancels the associated CPA with the CPA provider. 6. Grooming. If CenturyLink plans to groom a circuit on which Service is provided, CenturyLink will provide a grooming notice to Customer. For CPA dedicated facilities grooming, Customer will provide a signed LOA to CenturyLink so that CenturyLink can order the necessary changes. Within 20 calendar days after receipt of that notice, Customer will: (a) notify CenturyLink of its approval, which may not be unreasonably withheld; (b) state its reason for refusing; or (c) request that CenturyLink provide Customer with an LOA so Customer can order the necessary changes. Customer's failure to respond within the 20 -day period will constitute approval of the groom. If the groom results in Customer incurring additional NRCs from its local access provider and Customer provides sufficient proof of the local access provider charge, CenturyLink will issue a credit to Customer equal to the local access provider NRC for each groomed circuit. If Customer refuses the groom for On -Net Access, CenturyLink will, upon 20 calendar days' prior written notice, cancel the Service on that circuit and assess a Cancellation Charge. When Customer does not respond to a CPA dedicated facilities grooming notice or refuses a CPA dedicated facilities groom, Customer must either: (a) provide CenturyLink with a LOA/CFA so that CenturyLink can have the local access provider cancel the circuit; or (b) work directly with the local access provider to cancel the circuit. If Customer does neither of these things, CenturyLink will pass through to Customer any costs incurred by CenturyLink from the local access provider as a result of the circuit remaining in place. "CFA" means circuit facility assignment of the CenturyLink facility, as identified by CenturyLink, to which Customer must order a local loop for connection to the CenturyLink Domestic Network. 7. Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. "CenturyLink Domestic Network" means the CenturyLink network located within the contiguous U.S. states and Hawaii, which is comprised only of physical media, including switches, circuits, and ports that are operated by CenturyLink. "CPOP" means a CenturyLink-owned physical point of presence that lies directly on the CenturyLink Domestic Network where direct interconnection between the CenturyLink Domestic Network and a local access provider's network is possible. "Demarcation Point" means: (a) the physical interface between the CenturyLink Domestic Network and Customer's telecommunications equipment or (b) the physical interface between a local access provider connecting the CenturyLink Domestic Network to Customer's telecommunications equipment. "Leased Access" means local backbone access circuits ordered and leased by CenturyLink from a local access provider chosen by CenturyLink. "On -Net Access" means local backbone access circuits provided solely on CenturyLink owned and operated facilities. "Service Address" means the business building where Customer receives the Service. "Start of Service Date" for each circuit is the date Customer accepts the circuit, following notification by CenturyLink that the local loop is ready. The ready notification will be via phone call or e-mail. Customer has five days from CenturyLink's ready notification in which to inform CenturyLink if the circuit fails to operate error -free. Within the five-day timeframe, if Customer neither informs CenturyLink about errors nor accepts the circuit, the circuit will be considered to have been accepted and the Start of Service Date to have commenced on the fifth day following CenturyLink's ready notification, regardless of whether Customer placed traffic over the circuit. If Customer informs CenturyLink of circuit errors within the five-day timeframe, CenturyLink will promptly take necessary, reasonable action to correct the errors, and upon correction, notify Customer that the circuit is ready. Page 17 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.111815 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT PRICING ATTACHMENT Except as set forth in this Pricing Attachment, capitalized terms will have the definitions assigned to them in the Agreement or the Local Access Exhibit. 1. Customer will pay the MRCs and Install NRCs for the Local Access Service selected. In addition, Customer will pay all MRCS or NRCs for any ancillary services provided as described in the Local Access Service Exhibit, including without limitation Construction charges. 2. Customer will pay the MRCs and NRCs for Service at the particular Service Address; or NPA/NXX or CLLI if no Service Address is provided, set forth in the table below. The MRCs and NRCs set forth below also apply to existing Service ordered prior to the effective date of this Pricing Attachment for a particular Service with identical attributes (i.e., the NPA/NXX or CLLI, Service Address, type of Local Access, Service term and circuit speed). The rate change for existing Service will become effective at CenturyLink's earliest opportunity, but in no event later than the second full billing cycle following the applicable effective date of this Pricing Attachment. All MRCs and NRCs set forth in the below table apply per circuit and not per Service Address. Any modifications to any attribute of the particular Service (i.e., the NPA/NXX or CLLI, Service Address, type of Local Access, Service term or circuit speed) will render the pricing below void, and Customer will pay the revised rates agreed upon by the parties for the particular Service at the Service Address or NPA/NXX or CLLI, as applicable. The pricing contained in this Pricing Attachment represents pricing for the local access provider and route selected by CenturyLink. Customer requests for a specific local access provider or route may be subject to different pricing. 3. Customer may order additional On -Net Access Services that are not specified above, but each such additional Service ordered during the Term must include a valid CenturyLink quote form that specifies the applicable Local Access MRC and NRC per Service. No other discounts or promotions apply. Customer is required to execute a separate amendment to the Agreement prior to ordering Service other than On -Net Access Services. Page 18 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. v1.111815 Service Circuit Speed Service Address Term (If Ethernet, Local NPA/NXX Loop Tracking (include exact Type of in include if FastE Access Install Or ID building,floor, and/or , Local Access months or GigE at Net Rate NRC CLLI room/suite used for (per customer MRC Loop Tracking ID) Service) remise Listed in See RFP See RFP Listed in RFP Listed in RFP RFP Pricing Pricing $ Document Document Document Document Document 3. Customer may order additional On -Net Access Services that are not specified above, but each such additional Service ordered during the Term must include a valid CenturyLink quote form that specifies the applicable Local Access MRC and NRC per Service. No other discounts or promotions apply. Customer is required to execute a separate amendment to the Agreement prior to ordering Service other than On -Net Access Services. Page 18 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. v1.111815 CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK TS SERVICE EXHIBIT 1. General; Definitions. CenturyLink will, through its affiliate, Savvis Communications Corporation DBA CenturyLink TS and its affiliates ("CenturyLink TS"), provide CenturyLink TS services under the terms of the Agreement, this Service Exhibit, a Service Order and/or Statement of Work ("SOW"). For clarification, CenturyLink TS shall be used when it is necessary to specify the CenturyLink TS affiliate, and otherwise CenturyLink and its affiliates shall hereinafter be referred to as "CenturyLink". In the event of a conflict in any term of any documents that govern the provision of Services hereunder, the following order of precedence will apply in descending order of control: the Service Schedule, this Service Exhibit, the Agreement, any Service Guide, the SLA, the Service Order(s) and SOW(s). Capitalized terms not defined herein are defined in the Agreement. "BCD" or "Billing Commencement Date" means the date on which CenturyLink begins billing for a Service, as further defined in Billing Section 3.2. "Service" means the service provided by CenturyLink through its affiliate, including CenturyLink TS or Tier 3 and/or their licensors and contractors as set forth on the Service Order or SOW. "Service Guide" (or "SG") means the product -specific Service guide that includes technical specifications which can be found at http://www.centurylink.com/technology/service-ouides, which CenturyLink TS may modify from time to time, effective upon posting on the Web site. "Service Order" means a service order request submitted on a form issued by CenturyLink and signed by Customer that includes the type and details of the specific Services ordered by Customer. "Service Schedule" means those service descriptions providing additional terms pursuant to which CenturyLink will provide and Customer shall purchase the Services described therein. The applicable Service Schedules are included in this Service Exhibit. "SLA" or "SLA Attachment" means the service level agreement applicable to each individual Service, if any, which provides Customer's sole and exclusive remedies for any Service quality or performance deficiencies or failures of any kind (e.g., uptime, latency). To clarify, such sole and exclusive SLA remedies shall not apply to breaches of unrelated obligations under the Agreement such as infringement, confidentiality, etc. CenturyLink may modify SLAs during a renewal term upon 60 days' notice. 2. Term. Services have a minimum term which begins on the BCD and continues for the period set forth in the relevant Service Order or SOW ("Initial Service Term"), at the conclusion of which the Service will automatically renew for successive periods equal to 12 months, unless terminated by either party in writing at least 60 days prior to the expiration of the then -current Service Term. The Initial Service Term and any renewal terms are collectively referred to as the "Service Term". 3. Rates; Billing. 3.1 Rates. Customer will pay all applicable rates and fees set forth in the relevant Service Order and/or SOW. Notwithstanding any other provision to the contrary and not more than once per calendar year, CenturyLink may increase the charges applicable to any Service provided hereunder in an amount not to exceed the latest annual increase in the Consumer Price Index, specifically, the U.S. Department of Labor, Bureau of Labor Statistics "All Items Consumer Price Index for All Urban Consumers (CPI -U) for the U.S. City Average". Such increase shall be effective upon the date set forth in CenturyLink's written notice thereof to Customer. CenturyLink may otherwise increase applicable charges as set forth on a particular Service Order or upon prior written notice during any automatic renewal term. 3.2 Billing. The BCD for the Service is the earlier of (i) the date on which Customer uses (except during the Acceptance Period) the Service or (ii) the date CenturyLink notifies Customer in writing that the initial installation or a usable part thereof (such as a data circuit between two points or an individual data center installation on a multi -data center project) is complete. For Professional Services in a SOW, the BCD shall be the date CenturyLink begins performing the Services or as specified in the SOW. Customer shall have three business days after such use or notification to notify CenturyLink of any deficiency ("Acceptance Period"). Such notice shall include a written description that specifically demonstrates the deficiency in Service to the reasonable satisfaction of CenturyLink. The Service shall be deemed accepted unless Customer provides CenturyLink with notice to the contrary during the Acceptance Period. Upon timely notice to CenturyLink of a deficiency, CenturyLink will remedy the Service deficiency and provide Customer notification of such remedy at which time a new Acceptance Period shall begin, and CenturyLink will delay billing until accepted in accordance with this provision. Notwithstanding anything to the contrary in the Agreement, if CenturyLink partially installs or activates a Service, CenturyLink reserves the right to commence billing for such Service on a pro rata basis. 4. Compliance and Security. Each party shall comply with all laws and regulations applicable to the provision (in the case of CenturyLink) and use (in the case of Customer) of the Services provided hereunder. CenturyLink has adopted and implemented, and shall maintain throughout the Term, a corporate information security program designed to comply with applicable laws and protect Customer's information, materials and data ("Customer Data") from loss, misuse and unauthorized access or disclosure. Such program includes annual employee security awareness training and formal information security policies and/or procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. Customer will ensure that all Customer Data stored or transmitted via the Service complies with all applicable laws and reasonable information security practices, including without limitation those relating to the encryption of data. As of the Effective Date, CenturyLink has completed an AICPA sanctioned Type II audit report (i.e., SSAE16/ISAE3402 SOC 1 or AT -101 SOC 2) in certain data centers and intends to continue to conduct such audits pursuant to a currently sanctioned or successor standard. Customer will be entitled to receive a copy of the then - Page 19 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.083115 CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK TS SERVICE EXHIBIT available report, which is CenturyLink Confidential Information. Customer may make such report available to its End Users subject to confidentiality terms provided by CenturyLink. 5. Use of Service. Customer and its End Users will not use or access the Services or any data center in a manner that materially interferes with or harms the CenturyLink infrastructure or any third parties; or is tortious or violates any third party right. CenturyLink may suspend the affected Service in the event Customer violates the preceding sentence. CenturyLink will attempt to notify Customer in writing prior to suspending Service; provided, however, CenturyLink may suspend Service without notice if CenturyLink becomes aware of a violation of any applicable law or regulation or of activity that exposes CenturyLink to criminal or civil liability or that exposes the CenturyLink network, CenturyLink property or CenturyLink customers' network or property to harm as identified in the CenturyLink TS AUP. Customer agrees to defend, indemnify and hold CenturyLink harmless from third party claims, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees arising from non-compliance with this section. 6. Termination. Either party may terminate this Service Exhibit or affected Services (i) upon 30 days' prior written notice for Cause; or (ii) in accordance with any other express term contained in the Agreement. If Customer terminates an ordered Service prior to its BCD, Customer will pay a Cancellation Charge equal to one month's projected MRC, plus all out-of-pocket costs incurred by or imposed upon CenturyLink (e.g., ordered equipment, licenses, carrier termination charges). If the Service or this Agreement is terminated either by CenturyLink for Cause or by Customer for Convenience prior to the conclusion of the applicable Service Term, then Customer shall be liable for a Cancellation Charge equal to: (a) unless otherwise set forth on a Service Order, 50% of the then current MRC for the affected Services multiplied by the number of months remaining in the Service Term; (b) Service charges accrued but unpaid as of the termination date; (c) any NRC discount or waiver granted by CenturyLink, and (d) any out-of-pocket costs incurred by or imposed upon CenturyLink (e.g., ordered equipment, licenses, carrier termination charges). If a particular Service is terminated upon which another service is dependent, all such dependent services shall be deemed to be terminated as well. 7. Intellectual Property. Nothing in the Agreement or the performance thereof shall convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. CenturyLink's intellectual property and proprietary rights include any skills, know-how, modifications or other enhancements developed or acquired in the course of configuring, providing, or managing the Service. Each party agrees that it will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology of the other party or its licensors. 8. Equipment. If the Service includes access to or the use of CenturyLink-provided equipment ("CenturyLink Equipment"), Customer: (a) will not assert any ownership interest whatsoever in the CenturyLink Equipment; (b) will keep the CenturyLink Equipment free and clear from all liens, claims and encumbrances; (c) shall protect and use all CenturyLink Equipment in accordance with the Agreement; and (d) will cooperate with CenturyLink to allow installation, maintenance and, upon termination, removal of the CenturyLink Equipment. Unless otherwise set forth in the applicable SG or Service Order, Customer is responsible for selecting, supplying, installing and maintaining any equipment used in connection with the Service and not provided by CenturyLink ("Customer Equipment") including any related applications, systems, or software. 9. No Transfer of Undertakings. CenturyLink and Customer agree that the provision and subsequent expiry, cancellation or termination of the Services are not intended to be transfers of undertakings within the meaning of the Transfer of Undertaking (Protection of Employment) Regulations 2006 and related legislation ("TUPE"), and consequently there will be no transfer of employees between Customer and CenturyLink (or any other subsequent service provider of Customer) as a result of the operation of this Agreement. Notwithstanding the above, Customer shall indemnify and hold CenturyLink harmless for any losses, claims, liabilities, awards, damages, costs and expenses (including any fines, legal expenses and costs of settlement) CenturyLink may incur through the operation of TUPE in connection with this Agreement. This provision applies only to Services delivered by CenturyLink in the United Kingdom. 10. Maintenance. Customer acknowledges that the Services may be subject to routine maintenance or repair and agrees to cooperate in a timely manner and provide reasonable access and assistance as necessary to allow such maintenance or repair. 11. Notice. Any notices for Customer's Service disconnect, termination or non -renewal under this Service Exhibit must be mailed to CenturyLink TS at the following address: Sawis Communications Corporation DBA CenturyLink TS 1 Solutions Parkway Town & Country, Missouri 63017 United States Attn: All Disconnects Page 20 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. v1.083115 CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: COLOCATION SERVICES 1. Definitions. "CenturyLink Premises" means any CenturyLink data center or other CenturyLink facility. "Customer Area" means the space within a CenturyLink Premises specifically identified as available to Customer for the placement and operation of Customer Equipment. 2. Notwithstanding anything to the contrary in the Agreement, CenturyLink may increase the rates associated with existing Colocation Service at any time after twelve months of the initial installation date for such Service in order to pass through increases in such Service's underlying power facility costs and such increase shall be effective upon the date set forth in CenturyLink's written notice thereof to Customer. 3. Customer or Customer's employees, agents, contractors, or End Users who access any CenturyLink Premises on Customer's behalf ("Authorized Representatives") must be designated in writing. Customer, its Authorized Representatives and all Customer Equipment and any related materials used in connection with the Service shall comply with all CenturyLink data center operating policies (including the "CenturyLink TS Customer Handbook and Information Guide" ("Customer Guide")), a current copy of which is located on http://www.savvisstation.com and which CenturyLink may change from time to time. If CenturyLink reasonably believes that Customer is not complying with this section, CenturyLink will notify Customer thereof and Customer shall remedy such non-compliance within 5 days of receiving such notice. If Customer fails to remedy such non-compliance within such period, then, notwithstanding any other rights in the Agreement, CenturyLink may immediately (i) suspend the Service and/or restrict Customer's access to the CenturyLink Premises for so long as deemed reasonably necessary by CenturyLink or (ii) terminate the affected Service if such non- compliance is recurring. CenturyLink may likewise restrict access to the CenturyLink Premises if Customer fails to timely cure any breach of the Agreement. 4. Subject to the rest of this section, CenturyLink may enter the Customer Area and/or access Customer Equipment only to the extent necessary to provide a Service or otherwise exercise its rights under the Agreement. If Customer Equipment needs to be moved to another area within the same CenturyLink Premises or to another CenturyLink Premises due to either Customer's requirements for additional space or CenturyLink's reasonable business needs, the parties will cooperate to complete and minimize the impact of the relocation. CenturyLink may temporarily store Customer Equipment pending its installation at a CenturyLink Premises ("Equipment Storage"). If Equipment Storage continues for more than 30 days, CenturyLink may return, at Customer's expense, the Customer Equipment. The risk of loss or damage for any Customer Equipment during any Equipment Storage shall be upon Customer. If any Authorized Representative or Customer Equipment presents any material risk of harm to CenturyLink, its employees, agents, contractors, or customers, or the CenturyLink Premises, Customer shall take prompt action to eliminate such risk. If Customer fails to do so or if there is risk of material and imminent harm, CenturyLink may, without prior notice or liability to Customer, take appropriate action itself, including accessing the Customer Area. Customer, its Authorized Representatives and Customer Equipment will not cause personal injury or property damage at a CenturyLink Premise. 5. Customer shall within five days of the end of the Service Term: (a) remove all Customer Equipment and any other Customer property ("Customer Materials") from the CenturyLink Premises; and (b) return the Customer Area to CenturyLink in the same condition as it was on the BCD, normal wear and tear excepted. If Customer fails to remove the Customer Materials within such period or if Customer has an outstanding balance at the end of the Service Term, CenturyLink may remove any Customer Materials (without liability) and, at Customer's expense, either: (a) store it until Customer remits all amounts owed (including storage expenses) or (b) ship such Customer Materials FOB Origin to Customer at Customer's last address of record. 6. Network Connectivity. 6.1 Hosting Network Infrastructure. The Colocation network infrastructure provides connectivity from Customer's environments to the available networks within each facility, including the CenturyLink backbone(s), and other Colocation customers or Alternate Carrier Network Connections. With valid orders, Customer is permitted to interconnect to other customers or alternate carriers as described; however, all connections from Customer environment to any other customer or any network infrastructure must be performed by CenturyLink. 6.1.1 Alternate Carrier Network Connection. An Alternate Carrier Network Connection is a connection to a non-CenturyLink network. Depending on the particular data center's configuration, Alternate Carrier Network Connections can be made at either the data center's carriers' premises or at the data center's servicing point of presence. Depending on the data center and alternate carrier availability, the rates and required components may vary. In the event that a carrier of interest to Customer is not available at the data center's carriers' premises Customer is encouraged to inform its CenturyLink sales representative or the data center manager so that CenturyLink may inform such carrier of potential demand for carrier's services which may lead to a CenturyLink agreement with such carrier to establish a presence at the data center. 7. This is a service agreement and does not constitute a lease of any real property or create any tenant or other real property rights. Customer has been granted only a license to occupy the Customer Area and use the CenturyLink Premises and any CenturyLink Equipment in accordance with the Agreement and agrees that this Service Schedule, to the extent it involves the use of Page 21 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.083115 CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK TS SERVICE EXHIBIT space leased by CenturyLink, shall be subordinate to any lease between CenturyLink and its landlord(s). Customer hereby waives and releases any claims that it may have against the landlord(s) under any lease by CenturyLink with respect to any Customer Equipment or property located in the CenturyLink Premises demised to CenturyLink by such landlord(s). If the CenturyLink Premises becomes the subject of a taking by eminent domain by any authority having such power, CenturyLink shall have the right to terminate any or all of the affected Services without liability; provided, however, that CenturyLink will use commercially reasonable efforts to move Customer to another, comparable CenturyLink Premises prior to exercising such termination right. CenturyLink shall have the right to terminate any or all of the Services without liability of any kind on the earlier of (i) the expiration of or earlier termination of CenturyLink's underlying lease for the CenturyLink Premises, or (ii) expiration or earlier termination of this Service Schedule. The parties agree that any renewal of the Services shall be contingent on the election by CenturyLink, in its sole discretion, to continue to own or lease the CenturyLink Premises. 8. Insurance. As a condition to providing Customer with physical access to the Data Centers and/or the placement of Customer Equipment within the Data Center, Customer will at all times during the term of this Agreement, and at its own cost and expense, carry and maintain the following insurance coverage with insurers having a minimum "Best's" rating of A VII (A-7), provided however, if local and/or regional laws stipulate higher values than those defined herein, then Customer must comply with the applicable higher value as required by law: (a) "All Risk" Property insurance covering all Customer Equipment located in the CenturyLink Premises in an amount not less than its full replacement cost; (b) Commercial General Liability insurance covering claims for bodily injury, death, personal injury, or property damage (including loss of use) occurring or arising out of the license, use or occupancy of the Data Center by Customer, including coverage for premises - operation, products/completed operations, and contractual liability with respect to the liability assumed by Customer hereunder. The limits of insurance will not be less than: (i) Each Occurrence - $2,000,000, or local currency equivalent; (ii) General Aggregate - $4,000,000, or local currency equivalent; (iii) Products/Completed Operations - $2,000,000, or local currency equivalent; and (iv) Personal & Advertising Injury - $2,000,000, or local currency equivalent; (c) In the US, Workers' Compensation insurance with statutory limits as required in the state(s) of operation; and providing coverage for any employee entering onto the CenturyLink Premises, even if not required by statute. Employer's Liability or "Stop Gap" insurance with limits of not less than $100,000 each accident; and internationally, Employers' Liability insurance with limits of not less than $1,000,000 USD, or local currency equivalent; and (d) In the US, Comprehensive Automobile Liability insurance covering the ownership, operation, and maintenance of all owned, non -owned, and hired motor vehicles used in connection with this Agreement, with limits of at least $1,000,000 per occurrence for bodily injury and property damage; and internationally, Automobile Liability insurance as required by law, covering the ownership, operation, and maintenance of all owned, non -owned, and hired motor vehicles used in connection with this Agreement. The insurance limits required herein may be obtained through any combination of primary and excess or umbrella liability insurance. If applicable, Customer will require its subcontractors and agents to maintain the same insurance. Upon written request from CenturyLink, Customer will forward to CenturyLink certificate(s) of such insurance. The certificate(s) will provide that: (e) CenturyLink (and its participating affiliates) be named as additional insured as their interest may appear with respect to this Agreement; and (f) coverage is primary and not excess of, or contributory with, any other valid and collectible insurance purchased or maintained by CenturyLink. 9. Marketing. Notwithstanding anything to the contrary elsewhere in the Agreement, Customer agrees that (i) CenturyLink has the right to use Customer's name, trademarks, or other proprietary identifying symbol for its marketing communication activities and (ii) CenturyLink may issue a mutually acceptable press release (approval of which shall not be unreasonably withheld) announcing Customer's selection or expansion with CenturyLink as its provider of colocation services. Page 22 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.083115 CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: HOSTING SERVICES 1. If a particular Service does not require "installation", the BCD will be the date on which CenturyLink begins providing such Service. Page 23 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.083115 CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: CENTURYLINK TS NETWORK SERVICES 1. CenturyLink Equipment. If any CenturyLink Equipment will be located at a Customer premises or other non-CenturyLink location or facility ("Customer Site"), Customer agrees: (a) that it has and shall maintain all rights, authorizations and consents necessary to enable CenturyLink to install, operate and maintain the CenturyLink Equipment and Services at the Customer Sites; (b) that it shall, at its expense, provide secure, suitable space and environmental conditions, including power supply, at the Customer Sites as necessary for the installation, operation and maintenance of the CenturyLink Equipment and Service; (c) that it shall not, and shall not permit others to, move, configure, tamper with, modify, restrict access to, or attempt to repair the Services, CenturyLink Equipment or network or interfere with the maintenance thereof; (d) that it bears the entire risk of loss, theft, destruction, or damage to the CenturyLink Equipment at Customer Sites, not otherwise caused by the negligent acts of CenturyLink. 2. Local Access. If local access is ordered in connection with the Service, CenturyLink will order and administer such local access on Customer's behalf from the local access provider of CenturyLink's choice. CenturyLink reserves the right to change the local access provider in its sole and reasonable discretion. If Customer acquires its own local access for use with the Service, Customer is solely responsible for coordination of all such local access and for any costs (including early termination fees) associated with such local access. Local access will extend to the termination point of the local loop at the applicable Service Address ("Termination Point") but will not include Customer Equipment, Extended Wiring, inside wiring, or other equipment not maintained by CenturyLink at a Service Address. Any additional provisions required to connect the Termination Point to the Demarcation Point are the sole responsibility of Customer. Customer is responsible for any Construction Charges and Extended Wiring Charges, as defined below. 3. Definitions. "Construction Charges" means costs and other expenses that CenturyLink may incur in constructing facilities to extend Service to a Demarcation Point not covered by Extended Wiring, or other activities that may cause CenturyLink to incur expenses in connection with provisioning the Service (e.g., special arrangements of LEC facilities or equipment required to activate the Service). "Demarcation Point" means the physical interface between the Service and Customer's telecommunications equipment. "Extended Wiring" means additional wiring required to be installed at a Service Address where Customer requests a Demarcation Point beyond the existing Termination Point of the local loop at the Service Address. "Extended Wiring Charges" means costs and other expenses that CenturyLink may incur in connection with Extended Wiring. "Service Address" means the building where Customer receives the Service. Page 24 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. v1.083115 CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: SECURITY SERVICES 1. Customer acknowledges that the Services endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Each Service is subject to limitations in its scope or performance, as may be more fully set forth in the applicable SG. Security services already provided by CenturyLink QCC under a separate Service Exhibit are governed solely by the terms of such Service Exhibit. 2. Customer should consider any particular Service as just one tool to be used as part of an overall security strategy and not a guarantee of security. 3. Non-standard installations (as identified by CenturyLink in its reasonable opinion), may require extended provisioning intervals and/or additional costs. 4. Customer shall submit a sufficiently detailed description of any test plan to CenturyLink in advance. The test plan must adhere to any applicable testing standards or procedures provided by CenturyLink. CenturyLink may modify the test plan in its reasonable discretion and may require the execution of additional contractual documents prior to testing. CenturyLink will not respond to any security -related alarms during a scheduled testing period. CenturyLink will have no responsibility whatsoever for any loss or outages during a Customer test, including any otherwise available service credits. Customer agrees that neither it nor its agents will engage in any destructive or otherwise harmful testing. 5. Customer represents that Customer is not (a) located in, under the control of, or a national or resident of any country or territory to which export is prohibited under the laws of any country in which CenturyLink operates, or (b) on the U.S. Treasury Department List of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. Page 25 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.083115 CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: CENTURYLINK TS PROFESSIONAL SERVICES 1. Professional services purchased hereunder shall be more specifically identified in one or more SOWs executed by Customer, each of which is incorporated herein by reference. This Service Schedule applies solely to professional services to be performed by CenturyLink TS; all other professional services provided by other CenturyLink affiliates are available under a separate Service Exhibit. 2. The termination of any professional services will not affect Customer's obligations to pay for other Services. If Customer terminates all or part of a SOW prior to its BCD, Customer agrees to pay a cancellation fee of 25% of the affected fees set forth in the SOW plus all out-of-pocket costs incurred by CenturyLink. If a SOW or a part thereof is terminated either by CenturyLink for cause or by Customer for any reason other than cause after the BCD but prior to completion of the Professional Services under such SOW, then Customer shall be liable for: (a) an early termination charge equal to 50% of the NRC and MRC for any Tasks, as defined in the SOW, not yet completed by CenturyLink as specified in the SOW; (b) any charges accrued but unpaid as of the termination date; and (c) any out-of-pocket costs incurred by or imposed upon CenturyLink (e.g., ordered equipment, licenses, carrier termination charges). 3. . "Customer Technology" means the proprietary technology of Customer and its licensors, including Customer's Internet operations design, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed by Customer during the term of a SOW. "CenturyLink Technology" means the proprietary technology of CenturyLink and its licensors, including services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, report formats, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world and also including any derivatives, improvements, enhancements or extensions of CenturyLink Technology conceived, reduced to practice, or developed during the term of a SOW. 4. Except for the rights expressly granted in this Service Schedule, nothing herein or in any SOW shall transfer to Customer any CenturyLink Technology, and all right, title and interest in and to CenturyLink Technology will remain solely with CenturyLink, its affiliates and their licensors. Notwithstanding anything to the contrary herein, CenturyLink will not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of CenturyLink. 5. Effective at the time CenturyLink receives full and final payment for a Deliverable (as defined in the applicable SOW), CenturyLink: (a) assigns to Customer all right, title and interest CenturyLink may possess, including all intellectual property rights, in such Deliverable provided by CenturyLink to Customer pursuant to the applicable SOW, excluding any CenturyLink Technology; and (b) grants to Customer a non-exclusive, non -transferable, royalty free license to use the CenturyLink Technology incorporated into the Deliverable solely and exclusively as incorporated into and made part of the Deliverable as a whole. To the extent Customer, its employees or contractors participate in the creation of CenturyLink Technology, Customer, on behalf of itself, its employees and contractors, hereby assigns to CenturyLink all right, title and interest, including all intellectual property rights, in and to such creation. Customer will obtain assignments from its employees and contractors as necessary to comply with this section. Customer acknowledges that CenturyLink grants no other rights of license (including implied licenses or the right to sub -license) other than the express rights granted herein. Page 26 of 29 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.083115 CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: DIGITAL CONTENT SERVICES 1. Customer will pay all applicable charges set forth in the relevant Service Order. 2. If local access is ordered in connection with the Service, CenturyLink will order and administer such local access on Customer's behalf from the local access provider of Centuryl-ink's choice. CenturyLink reserves the right to change the local access provider in its sole and reasonable discretion. If Customer acquires its own local access for use with the Service, Customer is solely responsible for coordination of all such local access and for any costs (including early termination fees) associated with such local access. 3. Customer represents and warrants that any data it transmits using the Service will comply with all applicable laws and that it has and will maintain all necessary rights and authorizations associated with such data. Customer shall be solely responsible for any network connectivity used in connection with a Service which is not provided by CenturyLink. Customer will retain a security copy of any data transmitted, accessed, or stored via a Service until confirmation that the intended recipient received the data or that the data was successfully transmitted and stored. If the Service includes the scheduled deletion or expunging of data or files after a period of time set forth in the applicable SG, Customer hereby releases CenturyLink from any liability for such deletion or expunging of data. If CenturyLink provides Customer with access to an online administrative tool or portal in connection with the Service, Customer agrees to use such tool solely as necessary to administer the Service. Page 27 of 29 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. v1.083115 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT • CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: CENTURYLINK CLOUD SERVICES • The services covered by this Service Schedule are the CenturyLink Cloud services provided by CenturyLink to Customer from time to • time (collectively, "Cloud Services" or "Services") and included on https://www.centurylinkcloud.com/ (the "Website") and the Client Management section of the Website (the "Control portal"). The parties acknowledge and agree that all Cloud Services provided • pursuant to this Service Schedule are provided by CenturyLink through CenturyLink TS' affiliate, Tier 3, Inc. Notwithstanding anything to the contrary, the following terms shall supplement the terms set forth elsewhere in the Agreement • (including this Service Schedule) and in the event of a direct conflict with such terms, the terms set forth herein shall govern with respect to the Cloud Services. • 1. Additional Definitions: "API" means a CenturyLink provided Application Programming Interface. • "Cloud Term Commit" means a minimum term commit greater than one (1) month and a minimum monthly revenue commit ("MMRC"). Any applicable Cloud Term Commit shall be expressly documented in a Service Order. Customers may add/modify/disconnect individual Cloud Services at any time at will so long as the MMRC is met. "Content" means Customer information or data that is stored, processed or transmitted through Customer's use of the Cloud Services. >� "Managed Services" means certain usage based managed operating systems and/or managed applications, including web, middleware, database applications, that a Customer may elect to purchase via a Service Order. "Service Order" means either: a service order request submitted on a form issued by CenturyLink and signed by Customer or the online order that Customer submits to CenturyLink via the Control portal that includes the type and details of the specific Services ordered by • Customer. "Service Term Commit" means certain Cloud Services purchased by Customer with 1) an applicable service term designated on the • applicable Service Order; and 2) a monthly recurring charge. No MMRC applies; provided however, early termination charges apply to • any reductions or disconnections of Cloud Services subject to a Service Term Commit. 2. Control portal. Customer may access the Services via an API or the Control portal. CenturyLink may modify the Control portal or the APIs or may transition to new APIs at any time. Customer's use of the Control portal and/or APIs are governed by this • Agreement. • 3. Charges. New Services or new Service features may be added at any time, however, fees for new Services or Service features will not be effective until purchased by Customer. CenturyLink may materially increase fees for any existing individual Cloud Service or remove any material service offering by providing not less than sixty (60) days' notice prior to the effective date of such • increase and/or removal of material services by posting on the Website. For avoidance of doubt, any Cloud Services subject to a Cloud Term Commit will be invoiced either (1) the MMRC if actual usage is • less than the MMRC; or (2) the actual usage if actual usage is greater than the MMRC. 4. Term; Termination. The term of any individual Cloud Service not subject to a Cloud Term Commit or Service Term Commit will commence on the applicable BCD and will remain in effect for so long as Customer continues to access and use the Service (i.e. • month to month). The term of any Cloud Service subject to a Cloud Term Commit or Service Term Commit will commence on the applicable BCD and will continue for the period set forth in the Service Order, at the conclusion of which will automatically renew for successive periods equal to twelve (12 months, unless terminated by either party in writing at least sixty (60) days prior to the expiration of the then current Service Term. • Customer may terminate any individual Cloud Service (except for any Cloud Services subject to a Cloud Term Commit or Service Term Commit) at any time for any reason or no reason without liability for early termination charges. If the Agreement or any Cloud Service is • terminated either by CenturyLink for cause or by Customer for any reason other than cause prior to the conclusion of the applicable Service Term Commit or Cloud Term Commit, then Customer shall be liable for an early termination charge equal to 50% of the then current MRC or MMRC for the affected Cloud Services multiplied by the number of months remaining in the Service Term. • Notwithstanding anything to the contrary in the Agreement, Customer must follow Centuryl-ink's termination procedures made available in the Control portal. 5. Billing Commencement Date. Notwithstanding anything to the contrary in the Agreement, the BCD for individual usage . based Cloud Services or Cloud Services subject to a Cloud Term Commit is the date services are activated by CenturyLink and no Acceptance Period shall apply. Except as may otherwise be set forth in the applicable Service Order, Cloud Services will be billed monthly in arrears. 6. Effect of Termination. Notwithstanding any notice of termination or discontinuance of use of the Cloud Services by • Customer, CenturyLink will not deem any notice of termination effective and all applicable monthly recurring or usage based fees will continue to apply until Customer removes and/or deletes any and all Content. If, after a thirty (30) day notice and cure period, Content • Page 28 of 29 © CenturyLink, Inc. All Rights Reserved. • CONFIDENTIAL v1.083115 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT • CENTURYLINK TS SERVICE EXHIBIT is not deleted and/or removed, CenturyLink reserves the right to delete any and all Cloud Content without further obligation or liability to • Customer. 7. Data Preservation. In the event CenturyLink exercises its right to suspend Customer's access to Cloud Services, during the period of suspension (i) CenturyLink will not take any action to intentionally erase any Content; and (ii) applicable charges, including • storage charges but not usage charges, if any, will continue to accrue. 8. Security. Customer is solely responsible for properly configuring and using the Cloud Service and taking its own steps to maintain appropriate security, protection and backup of Content, which may include the use of encryption technology to protect Content from unauthorized access and routine archiving of Content. CenturyLink may assist with initial configuration and monitoring subject to the purchase of certain Managed Services. Given that Customer can self-provision and self-configure the Services and the Customer • environment in ways that may reduce their security, notwithstanding anything else to the contrary in the Agreement, Customer acknowledges that it and not CenturyLink will be responsible for whether the Services and Customer environment are configured in a secure manner. In addition, Customer is solely responsible for compliance related to the manner in which the Cloud Service is used or accessed by Customer or its End Users. • 9. Authorization. Customer agrees that: (i) it will provide accurate and complete information as requested by CenturyLink in • connection with its registration for the Services; and (ii) any registrants, users, or others placing orders for Service on its behalf have full • legal capacity to do so and are duly authorized to do so and to legally bind Customer to the Agreement and all transactions conducted under Customer's account. 10. Proprietary Rights. CenturyLink grants Customer a limited, revocable, non-exclusive, non-sublicenseable, non-transferable • and limited right to access and use the Cloud Services solely in accordance with the Agreement. Any software (including related documentation) that may be provided by CenturyLink or its third party licensors is neither sold nor distributed to Customer and may be • used solely as part of the Cloud Services. As between CenturyLink and Customer, Customer exclusively owns all right, title and interest in and to Content. CenturyLink will not disclose, modify, or access the Content, except (i) if Customer expressly authorizes CenturyLink to do so in connection with Customer's use of the Services, including requests for support; or (ii) as necessary to provide • the Services to Customer or to prevent or address service or technical problems, or to comply with the Agreement; or (iii) at the request of a governmental or regulatory body, subpoenas or court order. Customer may only use the Cloud Services to store, retrieve, query, serve, and execute Content that is owned, licensed or lawfully obtained by Customer. In the event Customer elects, in connection with any of the Cloud Services, to communicate to CenturyLink suggestions for • improvements to the Services ("Feedback"), CenturyLink shall own all right, title, and interest in and to the same, even if Customer has designated the Feedback as confidential, and CenturyLink shall be entitled to use the Feedback without restriction. Customer hereby • irrevocably assigns all right, title, and interest in and to the Feedback to CenturyLink and agrees to provide CenturyLink such assistance as it may require to document, perfect and maintain CenturyLink's rights to the Feedback. 11. Third Party Software. If Customer elects to use Customer provided and/or licensed software in connection with the Cloud Services or make such software available to other users of Cloud Services, Customer is solely responsible for (i) selecting, licensing, • installing and maintaining any such software, including any related applications and systems; and (ii) ensuring adherence to current technical documentation, all applicable licensing terms, requirements, and/or restrictions and all applicable laws with respect to such • software. 12. Optional Services. Provided the Cloud Services are not terminated by CenturyLink for cause and subject to additional terms, • Customer may request and CenturyLink may, upon payment by Customer of all applicable recurring monthly, transition and storage fees, provide post-termination Content retrieval and/or transition assistance for a period of up to ninety (90) days ("Transition • Assistance") so long as the request by Customer for Transition Assistance is made prior to the expected termination or expiration date • of this Agreement. Transition Assistance may include, by way of example, transferring Content, Confidential Information and related information and materials to either Customer or its third party designee at Customer's expense. Except as provided in this Section, • CenturyLink shall have no obligation to continue to store Content after termination or to permit Customer to retrieve same. • 13. Terms of Use, SLA Attachment and Supplemental Terms. Customer's use of Services hereunder is subject to acceptance by Customer of the terms of acceptable use available at http://www.centurylinkcloud.com/legal/aup and the additional terms applicable • to certain services and software available at http://www.centurylinkcloud.com/legal/supplementalterms. These terms may be updated from time to time by CenturyLink upon notice to all customers by posting on the applicable Website. In addition, the SLA Attachment, • as defined in the Agreement, applicable to the Service is available at httr)://www.centurylinkcloud.com/legal/sla. CenturyLink may • modify the SLA Attachment from time to time, effective upon posting. • Page 29 of 29 © CenturyLink, Inc. All Rights Reserved. • CONFIDENTIAL v1.083115 Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 7 Certificates to Transact Business in Florida 25 il;gg-P pa AQ— N217309 July 13, 2016 CenturyLink® Government • • State of Florida Department of State I certify from the records of this office that EMBARQ FLORIDA, INC. is a corporation organized under the laws of the State of Florida, filed on September 29, 1925. The document number of this corporation is 017944. I further certify that said corporation has paid all fees due this office through December 31, 2014, that its most recent annual report/uniform business report was filed on April 22, 2014, and its status is active. I further certify that said corporation has not filed Articles of Dissolution. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Thirtieth day of April, 2014 h Secretary ojState Authentication ID: CU0261959143 To authenticate this certificate,visit the following site,enter this ID, and then follow the instructions displayed. https:Hefile.sunbiz.org/certauthver.htmi APPLICATION BY FOREIGN LIMITED LIAHIL11'Y COMPAtYY FOR AUTHORIZATIONTO '- TUANSACT BUSINESS IN FLORIDA IN COMPMAa FMH SEM N 60M FLOPM4 ST,42 VIES 2M FiJL WZ`VG 1S SU13Ml1 M ?U REMM R FORLGV IJM7 U49ffaYCOMPAW707R4WCT8LGNMMHESTAMOPFIAlOA: 2, Qwcst, Communications Com an LLC (Name of Foreign Limited LiabilitY COMPOY, moat Intfildt "Urnited Lia6ility ompany, • .. or (if name unavailable, enter alternate name adopted fur the putposo of transacting business in Florida and attach a copy of the written consent of the managers or managing mtmbrsrnt adopting the alternate name. The alternate name must include "Limitt:d. Liability Company," "L,L.C.", "LLC.") lh:laware 3, 04-6141739 oris tction under ffi1aw o w ich ramiSn limited liability t PETn r, i applica e company ia organized) q, 06/10!1966 ate oOrganization) 6.CA M(Date fint tranaacta3businw is (Sea gec4ons 608.502 & 609,502 7, 1801 Calitbmia Street - Suite 5100, DOME CO 80202 S, Po_ r uratiuii! nn: tar !tent! ttbi try Cnmpany Will uuasc to exist or "perpetual") rids• it -prior to rugtatraaumi to determine penalty liability) (Street Ad&M O l rtnctp t tea 8. If limited liability company is a manager -managed company, check here ❑ 9. The name and usual business addresses df the manuging members or tnanagcrsj are as follows: west Services Co oration 1801 Callfbrnia Street- Suite 5100 Denvcr, CO 80202 10. Auarl)ed is art otzginal oarif= of pcmatoe, no molt: tlmtt JA clays old, duly alttltlxtticatod by the ofE(-W having c:ustadY of rows 63 lite jurisdivion tares the law of which k is organized. (A plV4wpy is notaoaepmble If the certificsrc is in a f0f6& t Wl , a tt %lahm of U car ftrA under cath oft3le trrat*Izr nim be autrt We &) 11, Nature of business or purposes to be conducted or promoted in Florida: (, 1bY -I [nature of a me er or an authori d presentative of a member. . Fr F�_ : a' n accordance with Keciinn 606.408(3), F.s., the execution of this dorumcnt consdrutn under thu penalties of perjury that the facts stated herein ure true.):_ u •Z an affirmation Joan 6 Etandazzo cn t'' ut Typed or printed name of signte6 , By: FILED CERTIFICATE OF DESIGNATION OF 2flg s{{ -5 PK 12: 1 REGISTERED AGENT/REGISTERED OFFICE PURSUANT TO THE PROVISIONS OF SECTION 608.415 or 608.507, FLORIDA STATUTES, THE UNDERSIGNED LWFED LIABILITY COMPANY SUBMITS THE FOLLOWING STATEMENT TO DESIGNATE A REGISTERED OFFICE AND REGISTERED AGENT IN THE STATE OF FLORIDA. 1. The name of the Limited Liability Company is.- Qwest s, Qwest Communioadons Company, LLC If name unavailabic, the alternate name to be used in the state of F)udda is: 2. The name and the Florida street address of the registered agent and offico are: C T Corporation System {Nwne) 1200 South Pine Island Road Florida Stroot Address (P.O. Sox N01 ACC4P•ABi.E) Ptantedon FL 333?is ____ _._..�..—.— �"�"—�~— City/stateMp Having been named as registered agent and to accept service of process for the ubvve stated limited liability company at the place designated in this certificate. I hereby accept the appointment as registered agent and agree to Qct in this capacity. ]further agree to comply with the provixla1u njall statutes relating to the pro nd complete performance of my duties, and 1 am familiar with and accept the obligations tion as gfslere agent as p ovided for in Chapter 608, Morida Statutes. amas Maruti C a;Rvv/#&A K gt"'" Secretary j`100.00 "tiling Fee for Application S 25.00 pesignation of Regl0ered Agent $ 3ertifled Copy (optionul) S rCertificate; of Status (optional) Defaware PAGL�' 2 qhe First State T, HARRISr SMITH WXNDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, D0 HEREBY CERrYFY ,gAWST COMMUNICATIONS COMPANY, LLC" IS DOLY FORMED UNDER T'R'8 Lms OF TNL STATE OF DELAWARE AND Ts IN' GOOD STAKDXIVG AND SA5 A Zia" EX-r5TEN'CZ SO FAR AS TRE RECORDS OF T$IS OFFICE SHOAT, AS OF THE SSCoND DAY OF JANUARY, A.D. 2809. AND I DO HERaor FURTHER CERTIFY THAT T8E ANNUAL REPORTS HAVE BEEN FILED TO DATE. AND X DO HERE8y'FORTAER CERTIFy THAT TME ANNUAL TAXES RAVE BEEN PAID TO DAT.&". 0642301 8300 090000225 You mayvority Chir cor4 cote MILD* oe Corp .delavara.pv/ay v*r.rktrrl H9rrlet Smith WItIftor. SoCrAtery Of 5t3tC A17T TICATION: 7037241 DATE: 01-02-09 4/1/2014 16:49:49 From: To: 6506175383 i 2/3 ) s APPLICATION BY FOREIGN LLMITED LIABILITY COMPANY TO FILE AMENDMENT TO CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS LN FLORIDA SECTION I (1-3 taunt be completed) , ,7 ?� 1. Name of {imRcd liability Company as it appears on the records of the Florida Department of iP State: gWgg 2QMMUNICATKWS, COMPANY LLC i 2. Jurisdiction of its organization: DE p -7. t 3. Data authorized to do business in Florida: 11512009 r SECTION D (47 complete only the applicable changes) 4. New name of the litnited liability company; Centurylink Communications, LLC tmuct�amtam"tsaafoed . L or (if name unavallable. eater alternate name adopted for die purpose of transacting business in Florida and attach a copy of the written consent of the managers or managing members adopting the alternate narne. The alternate name trust contain "Limited Liability Company," "LLC. or "LLC.') S. if the amendment changes the jurisdiction of organizationt indicate new jurisdiction: 6. If the amendment changes person, We or capacity In accordance with 605.0902 (l)(e), indicate that change: 7. Attached is an original cxttificete, if required: no more than 90 days old, evidencing the aforementioned arnandment(s), duly authenticated by the official having custody of records in the jurisdiction under the law of which this entity Is organized. urytaeturo o t _ eo reytrnnts re Kay Buchart _ 'typed or printed tm of elpft Filing Pee: $25.00 4/1/2014 16:49:49 From: To: 8506176383 Delaware 1 ?he first State Y, JEFiRBY w. muzzom SECR$TARY OP 9TAT8 OF TAE STATB OF DxzAFVARE, DO 88RBBY CFRTzFX TART Tl7E BAZD "Ow.4T COImlVNICATTONB cowAN]r, I.LC" , rXZ.ZD A CERTZF?CATE OF AfWNDI: WWI CRAM -T= ZTS NAME TO ,CBNT=rzINK COJclDNZCATIOIPS, LLC", TS8 TwzNTY-FIF'TR DAY OF MARCO, A.D. 2014, AT 1:44 O'CLOCK P.N. AND S DO BOROBY FDRTOER CERTZFY TOAT TBE EFFECTZVX DATA OF TBE AYVREBAZD CBRTZFZCATS OF AMrNDWNT XS TAS FIRBT DAY OF APRU, A. D. 2014, AT 12:01 O'CLOCK A.X. 0642301 0320 140412164 It aa�cp.lof.�axr�yei/su sum ie��ihael kfhev vR oNpKk soastMr olSau A TION: 2236674 DATE: 04-01-14 ( 3/3 ) Collier County ITB 16-6665 Communication Services: Voice & Data N217309 July 13, 2016 Exhibit 8 E -Verify Compliance 26 a� CenturyLink® Government CERTIFICATION REGARDING COMPLIANCE WITH E -VERIFY CenturyLink, Inc. does hereby state the following facts to be true: 1. CenturyLink and its affiliates constitute a business entity that is an employer of employees in the United States or has subcontractors who employ employees in the United States. 2. CenturyLink is executing this affidavit to assure, confirm, and warrant that it has verified the work authorization of its employees at the time of hire through the E -Verify program operated by the United States Department of Homeland Security as defined in NCGS §64-25(5) since January 25, 2012. Centuryl-ink's subcontractors are contractually required to comply with all state and federal laws. This the-�w_�"ay of __/A_ , 201 CenturyLink, Inc. Signature: 4'L_'A4 TL -1) Name: C)_S ' UAV Title: 2 4- f rUCly --Ip FC0` (fa LIST' State of State and County, do certify thata personally appeared before me t is ay, and b signed and acknowledged the execution of the hand and official seal, this the is My commission expires: KATHRYN M. MEHRER STATE F MW MYAPpt�D`23 a Notary Public of the aforesaid luly sworn and in my presence doing CE,j, ICATION. day of , 204 Collier County ITB 16-6665 Communication Services: Voice & Data Exhibit 9 W -9's 27 N217309 Wjg July 13, 2016 CenturyLink® Government Form w=9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Give Form to the Identification Number and Certification requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name Is required on this line; do not leave this tine EMBARQ FLORIDA, INC name, if different from above dba: CENTURYLINK 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ❑ Individual/sole proprietor or Q C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate single -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ► Note. For a singie-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single -member owner. U Other (see instructions) 10- 5 5 Address (number, street, and apt. or suite no.) 100 CENTURYLINK DR Note: This address is for tax B City, state, and ZIP code MONROE, LA 71203 purposes, use address on bill for 7 List account number(s) here (optional) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) 5 Exemption from FATCA reporting code (if any) (applies to accounts awtvmd outside are US•) name and address (opWnal) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid I Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, fora FM_M_ resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for I Employer identiflastlion number guidelines on whose number to enter. 5 9 -10 1 2 1 4 1 8 1 3 1 6 1 5 Cert cation Under penalties of perjury, l certify that: The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Signaperson of � A C 1 I I )i � d / /!,r /j Here U.S.us. ,(� Date ► T person General I Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.govNW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-8 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not retum Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12-2014) Form W=V (Rev. December 2014) Department of the Treasury Internal Revenue Service N N 2 0 1F `o9 C C CL v S rh �i Request for Taxpayer Give Form to the Identification Number and Certification requester. Do not send to the IRS. shown on your income tax return). Name is required on this line; do not CENTURYLINK COMMUNICATIONS, LLC entity name, if blank. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ❑ Individuailsole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate single -member LLC Q Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ► C Note. For a single -member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single -member owner. Li Other (see instructions) ► 5 Address (number, street, and apt. or suite no.) 100 CENTURYLINK DR Note: This address is for tax 6 City, state, and ZIP code MONROE, LA 71203 7 List account number(s) h use address on bill for 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) 5 Exemption from FATCA reporting code (if any) okopBes to accounts montaswd outside the U.S.) name and address (optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid I social security rnrmasr backup withholding. For individuals, this is generally your social security number (SSN). However, fora - m - resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for I Employer G-mo—cation number guidelines on whose number to enter. [07 -F6M1411 7 1 3 1 9 KMII Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or 1 am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (d any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. 0ryn Signature of Here I U.S. person 10 - General General 1 Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov1fw9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) Date 11- / /(/ // 4 • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding 0 you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partnere' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12-2014) Collier County ITB 16-6665 Communication Services: Voice & Data Product Information 28 N217309 July 13, 2016ij�� CenturyLink® Government CenturyLink° Ethernet Network Solutions Remove the Capital Expense of Purchasing Appliances CenturyLink provides access to robust Ethernet capacity for distributing application workloads across a wide area network, and our Virtualized Network services remove the capital expense of purchasing appliances. CenturyLink delivers robust data center services that include multiple hosting platforms, data center security, and managed storage services, and is interconnected to more than 250 different cloud and hosting providers. What if you could overcome obstacles, such as: Insufficient staff or staff skills • Existing contracts / TDM -based infrastructure • Compliance standards Ethernet is the best option for businesses who have: • Locations nationally or within a metropolitan area • Applications sensitive to latency • Budget drivers that necessitate PH', scalable bandwidth 0 • A need for flexible topology options to-aTnc�N'rs support what is right for the business • Security requirements from various industry regulations • A desire for a network that is simple to manage `I F& CenturyLink® Business 550,000 MILES OF FIBER CONNECTED TO 60+ GLOBAL DATA CENTERS AS YOUR HYBRID IT PARTNER, CENTURYLINK CAN CONNECT YOUR IT ASSETS SECURELY AND SEAMLESSLY. AS AN INDUSTRY LEADER, OUR TIER 1 NETWORK OFFERS LOW LATENCY, HIGH - AVAILABILITY CONNECTIVITY. OUR EXTENSIVE EXPERTISE IS TRUSTED BY LEADING RETAILERS AND BANKS, AND U.S. AND STATE GOVERNMENT AGENCIES. WE HELP YOU FUTURE -PROOF YOUR INFRASTRUCTURE TOO, PROVIDING THE FOUNDATION FOR INNOVATION AND COLLABORATION YOU NEED FOR YEARS TO COME. CONTACT YOUR CENTURYLINK SALES PROFESSIONAL TO LEARN HOW CENTURYLINK CAN HELP YOU ACCELERATE YOUR IT TRANSFORMATION. '-EI + [h J nt G J by re =_n_ ti- Inci ��nn�.. h_r 201 �2- �,n ,. ,n< P -ts ��^�. c. ..,_en[,,I r,�[I ..ads q„3_[1 „f �e :i nk ..I o,h.. 7ark_ r_. „r�E-*,,, _, r_.,c.j_.,.. ., .i.,.� • A state-of-the-art, global IP backbone with no backbone congestion • Rapid access to content for domestic and international users • 42 millisecond network recovery time • Network performance and availability Managed networking to free up resources—giving you expertise in design and • Access to the CenturyLink Internet service around the world • Diverse billing options match bandwidth and budgetary requirements with competitive rates • A full package of additional services, such as security, to meet critical business needs Reliable Internet access You can maintain cost-effective communications with your branch offices and mobile employees by using CenturyLink to access the Internet. Our dedicated Internet service is a crucial element in helping you create a virtual enterprise by delivering a high-speed, reliable and scalable Internet access service. You can free up valuable resources, allow staff to work on other projects, use our expertise to watch the network and help in design and implementation, and keep your network running at all times, minimizing network downtime and increasing application performance. Internet Port is scalable and customized to your needs, using the full capability of the Internet by combining value -add services such as email, multi -media streaming, ecommerce and application hosting. Start with Internet Port and upgrade outdated equipment with no penalties Internet Port is a reliable and dedicated Internet service that runs on the advanced CenturyLink network, one of the most sophisticated networks available. It offers an exceptional service level agreement (SLA) and some of the highest access speeds in the industry. Additional services that can be used with Internet Port include: security services, integrated customer premises equipment (CPE) solutions, international connectivity, and Control Center—our online management and reporting portal. M Contact your CenturyLink Representative today! A61 rj CenturyLink Business © 2011 CenturyLink, Inc. All Rights Reserved. Availability of CenturyLink services varies. Check availability at: HTTP://gwest.centurylink.com/legal/docs/availability. Not to be distributed or reproduced by anyone other than CenturyLink entities and CenturyLink Channel Alliance members. P0080447 3/12 Features • Advanced IP network (OC -192) • Extensive peering arrangements • Performance management 24/7/365 by CenturyLink skilled operations engineers using automated surveillance tools — continuous, proactive network monitoring and real-time notification of managed devices to support your network performance at a level that meets or exceeds your needs • Configuration management —configuration faults and changes to support integrity • Comprehensive SLA • Flat -rate and use -sensitive billing • Control Center, online portal • Best -in -class Internet network partners around the world How it works Internet Port provides a complete range of services to accommodate various enterprise networking requirements. The CenturyLink network backbone is engineered for minimal packet loss and network congestion. Customer care centers (CCCs) are available to support your needs 24/7/365. CenturyLink network operations centers (NOCs) have full visibility and control of the platform with 24-hour management and notification when problems occur. Choose from a variety of port speeds, ranging from 56Kbps to 2.4Gbps and Ethernet speeds of 10Mbps, 100Mbps, 1,000Mbps and 10Gigabit. The following port types are available in fractional or full -access speeds: • Fractional DS -1 starting at 56Kbps DS -1 (1.544Mbps) NxDS-1 (3-12Mbps) DS -3 (45Mbps) • OC -N (155Mbps and up) • Ethernet (10Mbps) • Fast Ethernet (100Mbps) • Gigabit Ethernet (1,000Mbps) • 10Gigabit Ethernet (10,000Mbps) Other products available from CenturyLink • Private Port • Enhanced Port • Data CPE solutions • Managed Security Service • VoIP and SIP Trunking Contact your CenturyLink Representative today! tM CenturyLink- Business © 2011 CenturyLink, Inc. All Rights Reserved. Availability of CenturyLink services varies. Check availability at: HTTP://gwest.centurVIink.com/legal/docs/availability. Not to be distributed or reproduced by anyone other than CenturyLink entities and CenturyLink Channel Alliance members. P0080447 3/12 _..sir// r& CenturyUnk- Technology Solutions CenturyLink Technology Solutions Service Guide DDoS Mitigation Service 2.0 This CenturyLink Service Guide ("SG") sets forth a description of DDoS Mitigation Service 2.0 ("Service") offerings by CenturyLink, including technical details and additional requirements, if any. This SG is subject to and incorporated into the Agreement and Service Schedule between the parties. The specific details of the Service ordered by Customer will be set forth on the relevant Service Order. For avoidance of doubt, any references in the Agreement, Schedules, or Service Orders to SSG, shall mean SG. CenturyLink Technology SolutionsI Town & Country. MO 63017 www.centurylink.com/technology Office: 314.628.7000 Centuryl-ink Technology Solutions Service Guide Table of Contents ServiceDescription.................................................................................................................... 3 Tablesand Appendices.............................................................................................................10 Table 1.0 Roles and Responsibilities.......................................................................................................10 Appendix A Service Level Agreement.....................................................................................................12 Table 2.0 Target Response Times and Credits.......................................................................................12 ResponseTimes SLA Remedies.............................................................................................................15 SLAProcess............................................................................................................................................15 Definitions.................................................................................................................................16 .. ,the -e B' scustc , w, U, ;n., rgee� are..I ., iry=,z ,.mss it...sn >e jiues, 6r,i. :.o.:re6on 2 nou. .2( �_ rk. All v Poserved. ` r.: -. ��<, it ..s23 and . �r!a; _ - , o�duc; amcs , D . ;a ....murq�_: nK cthe ,..2 .r� F< ,Pe r res, ,. CenturyLink Technology Solutions Service Guide Service Description Service Description: DDoS Mitigation Service 2.0 is a CenturyLink provided service (the "Service"). The Service provides managed network -based distributed denial of service ("DDoS") mitigation with 24/7 response to DDoS attacks for Customers who receive Internet services from either CenturyLink or from other internet service providers (ISP). Because this is a network -based service, DDoS mitigation equipment is not required in the Customer's environment. The standard features of the Service consists of the installation, configuration, administration, monitoring, maintenance and support for the components listed in section 1.1. The Service Level Agreement (SLA) associated with this service guide is detailed in Appendix A. 1.1. Service Components: 1.1.1. Attack Detection: Attack detection includes automatic detection of attacks for customers who have internet access from CenturyLink. Customer traffic is monitored continuously. Mitigation (filtering) of Customer traffic begins after the CenturyLink DDoS attack -detection system determines that a DDoS attack (targeting the Customer's protected site) is underway and Customer has provided approval to divert their traffic to a CenturyLink cleansing center. 1.1.2. Attack -Traffic Diversion: For Customers of the Service who also use CenturyLink internet services, CenturyLink will take the additional action to divert attack traffic to a CenturyLink cleansing center for filtering/mitigation. 1.1.3. Non-CenturyLink Network: For internet transport on non-CenturyLink networks there are two options for diverting traffic to a CenturyLink cleansing center: 1.1.3.1. Border Gateway Protocol: If the Customer is the registered owner (registered with AKIN) of the IP address space to be protected, then it is possible for CenturyLink to utilize Border Gateway Protocol (BGP) for traffic diversion. In this case, after the Customer contacts the CenturyLink Service Center and requests their traffic be diverted to a cleansing center, CenturyLink will advertise to the internet a new route for the affected IP address range using BGP. The Customer must allow CenturyLink to advertise at least a /24 (or larger, as in a /23 or /22) IP block, since a /24 is the smallest address block that can be diverted with BGP. If the Customer does not own the IP address space to be protected, or if a /24 cannot be advertised by CenturyLink via BGP, then diversion must be done through modification of DNS (Note: At the present time, using BGP to redirect is not available to CenturyLink Network Services customers located in the Asia-Pacific region; however, CenturyLink Customers who use third - party networks in this region may qualify to have their traffic redirected using BGP if the aforementioned requirements are met.) 1.1.3.2. DNS: If the IP address space that the Customer wishes to protect with the Service is provided by a third -party, then DNS modification must be used to divert the affected traffic to CenturyLink's network (and to one of its cleansing centers) for filtering/mitigation. In this case, the Customer must modify their DNS settings such that the affected URL(s) resolves to the IP address of CenturyLink's cleansing center. As a part of this Service, CenturyLink provides a "DNS -Diversion Guidelines" document for the Customer to follow. 1.1.4. Forwarding of Cleansed Traffic: Once the Customer's traffic is cleansed of malicious packets, it must be forwarded from the CenturyLink cleansing center to its original destination. This process is based upon whether the traffic originated on CenturyLink's network, or a third -party network, and the method in which the traffic is diverted to the CenturyLink cleansing center. Forwarding methods include the following: 1.1.4.1. CenturyLink Network: Traffic that originates on CenturyLink's AS3561 network, and is forwarded to the cleansing center via BGP, is returned to the CenturyLink core router nearest the Customer via MPLS tunneling. 1.1.4.2. Third -Party (or non-AS3561) Networks (where BGP was used to divert traffic): Traffic that originates on third -party (non-CenturyLink) networks, and is forwarded to the cleansing center via BGP, is returned to a router that the Customer specifies, via GRE tunneling. For this return 3 CenturyLink Technology Solutions Service Guide method, the Customer is responsible for managing and owning, and must be in control of the router that the cleansed traffic is returned to, and must enable a GRE tunnel at that router's end of the connection. As a part of this Service, CenturyLink provides a "GRE Tunneling Guidelines" document for the Customer to follow. 1.1.4.3. Third -Party Networks (where DNS was used to divert traffic): Traffic that originates on third - party (non-CenturyLink) networks, and is forwarded to the cleansing center via DNS, is returned to a router that the Customer's specifies, via GRE tunneling as described above, or via NAT rerouting. NAT rerouting is used in situations where the customer is unable to create a GRE tunnel termination point on their router. In this case, the cleansed traffic is "relabeled" via the NATting process, and forwarded to the Customer's destination IP addresses via the internet. As a part of this Service, CenturyLink provides a "GRE Tunneling Guidelines" document for the Customer to follow. 1.2. Installation: CenturyLink will provide installation tasks marked with an "X" in the CenturyLink column in Table 1.0 Roles and Responsibilities 1.2.1. DDos Mitigation: A DDoS mitigation system, residing on CenturyLink's network, is configured to filter ingress DDoS traffic targeting a single subnet within a physical Customer location with a maximum of 10 subzones (see "subzone" in Definitions below), and a maximum total of 16384 public IP addresses (additional subnets, subzones, locations, and/or IP addresses requires the purchase of additional instances of the Service). The Service is designed to filter the Customer's ingress traffic during DDoS attacks up to the available mitigation capacity of the Service. However, due to the changing nature of this type of attack, CenturyLink cannot guarantee that in all instances the Service is capable of providing filtering up to the purchased service level. This Service is an attack mitigation service rather than a preventive service. 1.2.2. Subnets: It is suggested that subzones be broken down by function (Web, DB, etc.) so hosts within each subzone share similar traffic types and patterns. A set of subzones constitutes a "blanket zone'; each blanket zone is tuned separately. The first subzone will contain the entire IP address ranges the Customer wishes to be protected under this Service. Additional subzones may be created during install (not to exceed 10 total subzones per service instance). Subzones exceeding the maximum number of 10 that are customarily provided require the purchase of an additional instance of the Service. Note: Subzones with overlapping IP addresses cannot be put into protect mode at the same time. 1.3. Configuration: CenturyLink will provide configuration tasks marked with an "X" in the CenturyLink column in Table 1.0 Roles and Responsibilities. 1.3.1. Configuration Changes: Customer requests for configuration changes are subject to the defined response times for Service levels. 1.4. Administration: CenturyLink will provide administration tasks marked with an "X" in the CenturyLink column in Table 1.0 Roles and Responsibilities. 1.4.1. System Administration: CenturyLink will manage all system administration passwords for DDoS mitigation system(s). Customer will not have access to DDoS mitigation system passwords or be able to make direct changes to the DDoS mitigation system configurations. Customer must instead submit change requests to CenturyLink to make configuration changes. 1.4.2. Response Notification: CenturyLink's target response notification for this Service is defined in Appendix A, Table 2.0 Response Times. 1.5. Monitoring: CenturyLink will provide monitoring tasks marked with an "X" in the CenturyLink column in Table 1.0 Roles and Responsibilities. 1.5.1. Time to Notify Goal: The Time to Notify Goal is measured from the time an Incident is detected by a system -generated alarm ("Initial DDoS Alarm") to when CenturyLink attempts to verbally notify CenturyLink Technology Solutions Service Guide Customer of the Incident. Customer may request CenturyLink to notify Customer through either a phone call or e-mail. A phone call notification is available for high priority alerts. E-mail notification is available for low, medium and high priority alerts. The Time to Notify Goal applies only to DDoS Mitigation Service with Attack Detection. 1.5.2. Time to Mitigate: If Customer has provided all the necessary information to initiate Mitigation, the Time to Mitigate Goal is measured from Customer Approval to the actual initiation of Mitigation. "Customer Approval" means: (i) the time CenturyLink receives verbal permission from Customer to initiate Mitigation or (ii) the Initial DDoS Alarm for Proactive DDoS Mitigation Service if Customer has pre -authorized CenturyLink to initiate Mitigation. If Customer has pre -authorized CenturyLink to initiate Mitigation, but additional countermeasures that were not pre -authorized are required to mitigate the Incident, the verbal permission Time to Mitigate Goal will apply to the additional countermeasures that were not previously pre -authorized. Initiation of Customer pre -authorized Mitigation may be done by an authorized CenturyLink employee or as an automated initiation by the system ("Auto -Mitigation"). Customer chooses which mode to use. 1.5.3. Active Migrations: CenturyLink will notify Customer once per day about Customer's active DDoS mitigations. If Customer requests that a mitigation stay in place for a period longer than one day, CenturyLink may notify Customer about each active mitigation at the end of that extended period rather than once per day. 1.6. Maintenance and Support: CenturyLink will provide maintenance and support tasks marked with an "X" in the CenturyLink column in Table 1.0 Roles and Responsibilities. 1.6.1. Protect Mode: CenturyLink may periodically request that the Customer's traffic be placed into protect mode to retune and improve the effectiveness of the Service. This normal maintenance procedure is not expected to have any impact on the Service. If CenturyLink determines a retuning is necessary, CenturyLink may contact Customer, to schedule a time to make necessary arrangements. Customer must work with CenturyLink to schedule these changes within five business days of receipt of the request from CenturyLink. If CenturyLink determines that an emergency security change is required, CenturyLink will make the changes deemed necessary as quickly as possible and will use commercially reasonable efforts to contact the Customer's technical contact prior to making said change. 1.6.2. Service Upgrades: CenturyLink may periodically upgrade software or hardware to maintain the latest versions in operation. If CenturyLink determines an upgrade is necessary, CenturyLink will work with Customer to schedule a time to make necessary changes, preferably during the normally scheduled CenturyLink maintenance window. Customer must allow CenturyLink to make these changes within five (5) business days of receipt of the request from CenturyLink, or CenturyLink's obligation to provide this Service in accordance with this CenturyLink Service Guide will be suspended until Customer grants CenturyLink the access CenturyLink requires to make such changes. If CenturyLink determines that an emergency security change is required, CenturyLink will make the change as quickly as possible. CenturyLink will make commercially reasonable attempts to contact the Customer's technical contact prior to making said change. Customer Responsibilities: Customer is responsible for all tasks marked with an "X" in the Customer column in Table 1.0 Roles and Responsibilities. Customer acknowledges and agrees that its failure to perform its obligations set forth in Table 1.0 may result in CenturyLink's inability to perform the Services and CenturyLink shall not be liable for any failure to perform in the event of Customer's failure. 2.1. Third Party Software: If any third -party software, including any corresponding documentation, is provided to Customer by CenturyLink in connection with the Service, Customer agrees to use such third party software strictly in accordance with all applicable licensing terms and conditions. CenturyLink makes no representations or warranties whatsoever with regard to such third party software. 2.2. Testing: Customer shall not attempt, permit or instruct any party to take any action that would reduce the effectiveness of Service or any devices used to deliver CenturyLink services. Without limiting the CenturyLink Technology Solutions Service Guide foregoing, Customer is specifically prohibited from conducting unannounced or unscheduled test firewall attacks, penetration testing or external network scans on CenturyLink's network without the prior written consent of CenturyLink. Testing: Customer shall not attempt, permit or instruct any party to take any action that would reduce the effectiveness of Service or any devices used to deliver CenturyLink services. Without limiting the foregoing, Customer is specifically prohibited from conducting unannounced or unscheduled test firewall attacks, penetration testing or external network scans on CenturyLink's network without the prior written consent of CenturyLink. 2.3. Access to Customer Environments: CenturyLink may require access to Customer's staging environment that matches production configuration in order to test configuration stability prior to implementing software changes. A successful test on the staging system does not guarantee success on the production system. The Services do not include the development of a comprehensive change control process. There may be incompatibilities between a Service and particular Customer environments which cannot be resolved. In such cases, CenturyLink reserves the right to withdraw the Service from those particular environments, but only to the extent necessary to resolve the incompatibility and without modifying either party's obligations with regard to unaffected environments. 2.4. Reconfiguration: If a Service requires reconfiguration or retuning for any reason, including reducing false positives and nuisance alerts, CenturyLink will contact Customer, if necessary, to schedule the activity (typically during normal maintenance windows) and Customer agrees to cooperate with CenturyLink to schedule such activity. If CenturyLink determines that an emergency security change is required, CenturyLink will make the changes deemed necessary as soon as reasonably possible and will notify the Customer of the changes as soon as practicable. 2.5. Mitigations: Customer is responsible for requesting that CenturyLink end a DDoS mitigation. If the mitigation was put in place via auto -mitigation, the CenturyLink DDoS mitigation system will automatically end the mitigation when it detects that the attack has ended (unless it has been modified in which case it is no longer considered an auto -mitigation). If Customer wants the auto -mitigation to stay in place for a longer period of time, Customer must contact CenturyLink to request that an auto -mitigation be changed to a manual mitigation that does not end until Customer request to end it. 2.6. Customer Technical Contact: Customer must provide and maintain an English-speaking technical contact with current, complete and accurate contact information that is reachable 24/7. This contact is the primary point -of -contact for the Service's event notifications and should be authorized to consent to make, or direct, changes to the Customer's security infrastructure or architecture, including managed security services, as applicable. 2.7. Change Request: Customer must request changes by contacting the CenturyLink Service Center. Customer must provide complete authentication credentials to the CenturyLink Service Center when requesting changes. The current process definition for password authentication and modification is available at http://www.CenturyLink.com/support/contact. 2.8. Third Party Networks: Customer whose traffic originates on third -party (non-CenturyLink) networks, or whose sites are located in the Asia-Pacific region, are responsible for preparing their infrastructure for the Service as described in the respective guidelines documents and in this document. 2.9. Third Party ISP: Customer using a third -party ISP for internet transit are responsible for detecting DDoS attacks on their public -facing IP addresses, and must notify the CenturyLink Service Center if they chose to divert their traffic to a CenturyLink DDoS mitigation cleansing center. Customers may purchase CenturyLink's optional "On -Site DDoS Detection and Mitigation" Service as a viable means for enabling attack detection on third -party networks. See "Optional Security Services" section of this document for more details. 2.10. GRE Tunneling: Customer is responsible for managing and owning, and must be in control of the router that the cleansed traffic is returned to, and must enable a GRE tunnel at that router's end of the connection. 2.11. Access to Customer Environments: CenturyLink may require access to Customer's staging environment that matches production configuration in order to test configuration stability prior to implementing software changes. A successful test on the staging system does not guarantee success on the production system. The Services do not include the development of a comprehensive change control process. There may be CenturyLink Technology Solutions Service Guide incompatibilities between a Service and particular Customer environments which cannot be resolved. In such cases, CenturyLink reserves the right to withdraw the Service from those particular environments, but only to the extent necessary to resolve the incompatibility and without modifying either party's obligations with regard to unaffected environments. 2.12. Reconfiguration: If a Service requires reconfiguration or retuning for any reason, including reducing false positives and nuisance alerts, CenturyLink will contact Customer, if necessary, to schedule the activity (typically during normal maintenance windows) and Customer agrees to cooperate with CenturyLink to schedule such activity. If CenturyLink determines that an emergency security change is required, CenturyLink will make the changes deemed necessary as soon as reasonably possible and will notify the Customer of the changes as soon as practicable. 2.13. Changes to System: Customer must notify CenturyLink at least five business days in advance of any network topology or system changes that may affect the Service or the effectiveness of the DDoS mitigation system policy. Failure to notify CenturyLink of system changes may result in the inability to monitor traffic or the generation of false alerts, where applicable. CenturyLink will work with the Customer to resolve chronic false positives and other nuisance alerts; however, if alerting issues are not resolved satisfactorily, CenturyLink may modify the DDoS mitigation system configuration to reduce repetitive alarms caused by Customer actions that are not indicative of security incidents. Alerting is available only when the Customer uses the Service in conjunction with CenturyLink internet services. 3. Additional Services: At Customer's option and expense Customer can choose to have CenturyLink complete one or more of the tasks in Table 1.0 with an "X" in the Customer column and/or the services listed below. The items can be added to the standard Service (described in Section 1.0) for an additional fee described in a separate Statement of Work ("SOW") or Service Order. Contact a sales representative for additional information. 3.1. On -Site DDoS Detection and Mitigation: A solution to the network -based DDoS mitigation solution that includes an in-line DDoS Mitigation device ("On -Site Device") at Customer's premises, situated between Customer's firewall and the Internet router. On -Site DDoS Mitigation includes 24x7 attack detection and mitigation of DDoS attacks. If traffic reaches a preconfigured threshold, an alert is sent to CenturyLink to signal that network -based mitigation is required. The On-site Device can be installed at Customer's premises or at a hosting facility. The premises appliance provides for more timely protection of sites with greater than normal need for high availability, and gives CenturyLink the ability to provide a proactive DDoS detection and mitigation service to sites on third -parry networks. 3.2. Installation at Customer Premises: If the On -Site Device is installed at Customer's premises (or within a CenturyLink hosting facility), CenturyLink will ship the On -Site Device, the bypass switch(es) if applicable, and supporting infrastructure, to Customer. Customer is responsible for installing the equipment, as instructed by CenturyLink. Once network connectivity is established, CenturyLink will remotely complete configuration of the On -Site Device. Customer may elect to have direct access to the configuration controls of the On -Site Device, specifically for modifying the inspection and mitigation functions of the device; but CenturyLink exclusively will retain the administrative level access needed to configure the On -Site Device for compatibility with the CenturyLink environment. Customer is solely responsible for the results of its actions with and to the On -Site Device. 3.2.1. Installation at CenturyLink-Managed Hosting Facility: If the On -Site Device is installed within a CenturyLink managed hosting facility, CenturyLink will perform the physical installation and network connectivity activities referenced above. 3.2.2. Customer -Owned -and -Managed On -Site Devices: CenturyLink will specify devices that Customer is permitted to use with DDoS Mitigation Service if Customer wishes to use a Customer -owned -and - managed On -Site Device ("Customer -Owned Device"). Customer must cooperate with CenturyLink to confirm that CenturyLink DDoS Mitigation Service can accept signaling from the Customer -Owned Device. To ensure compatibility with CenturyLink's DDoS Mitigation infrastructure, Customer must keep the Customer -Owned Device updated on software versions that are specified and supported by CenturyLink. Customer must purchase at least one instance of CenturyLink network -based DDoS Mitigation Service for each Customer -Owned Device. Customer is responsible for keeping up to date CenturyLink Technology Solutions Service Guide maintenance and security subscription of its Customer -Owned Devices. CenturyLink is not responsible for any signaling errors created by Customer -Owned Devices. CenturyLink provides no warranty nor makes any guarantees that traffic diversion, or Customer -Owned Device signaling, will operate effectively if Customer -Owned Device are used with CenturyLink network -based DDoS Mitigation Service. 3.2.3. On -Site DDoS Detection and Mitigation Charges: The On -Site DDoS Detection and Mitigation is provided as an optional, add-on service to DDoS Mitigation Service 2.0, at an additional, fixed monthly fee. Traffic that is cleansed by the dedicated Arbor Pravail APS appliance is NOT subject to the Service's hourly cleansing fee. The hourly cleansing fee applies only to traffic that is redirected to a CenturyLink's cleansing center. If the Customer's appliance causes the CenturyLink network -based DDoS service to redirect Customer's traffic to one or more CenturyLink DDoS mitigation cleansing centers, then the Customer is responsible for paying all related fees associated with traffic scrubbing and cleansing -center usage (see "Flat -Fee and Usage -Based Charges" section in this document). 3.3. Additional Optional Security Services: Additional optional Security -related services are available through CenturyLink's Professional Services organization, and are not included with the Service. For more details regarding the services, please contact your CenturyLink sales representative. 4. Additional Terms 4.1. Flat -Fee and Usage -Based Charges for Network -based DDoS mitigation: In addition to a flat monthly fee, CenturyLink will invoice Customer for the Service for each hour that Customer's traffic is in mitigation (i.e. flowing through one of the CenturyLink cleansing centers). A separate flat fee, and a separate hourly fee, is assessed for each instance of the Service. Further details regarding hourly fees are as follows: 4.1.1. Usage Identification and Calculation: A usage charge is generated for every mitigation event that lasts longer than 15 minutes. The Customer is not billed for any mitigation that lasts 15 minutes or less. Billing of the first hour occurs when the mitigation lasts longer than 15 minutes; however the first 15 minutes are not free, rather they are included in the first hour's charge; hour two is charged as soon as the mitigation event lasts more than 60 minutes, hour three after 120 minutes, etc. Usage is timed in seconds, rather than minutes, therefore 15 minutes and one second is when usage becomes billable for the first hour. Usage is charged at an hourly rate, therefore any partial hour is rounded up and billed at a full hour 4.1.2. Month End: At the end of each month, usage is 'closed' and billed. If mitigation is in force when time crosses into another month, whatever usage has accrued, through the last second of the month, is billed for that month. When calculating usage month -over -month, for a single usage event, the 15 "free" minutes will only be accounted for once, in the first month. If the total duration of the multi -month mitigation is greater than 15 minutes, then the mitigation must be billed according to the total duration, in the applicable month. 4.1.3. Mitigated Traffic: If traffic is mitigated for 10 minutes in month one, plus 16 minutes in month two, then nothing is billed for month one, and one hour is billed for month two; 16 minutes in month one, and three minutes in month two, then one hour is billed for month one; and nothing is billed in month two. 4.2. Ports and VLANs: For CenturyLink Managed Hosting environments any Ports and VLANs in addition to those included in the standard CenturyLink design shall be subject to incremental charges as set forth in the relevant Order Form. Any Port or VLAN requested by Customer after the initial installation of the Service shall also be subject to additional, incremental charges. 4.3. Service Limitations: At the present time, the detection capability of this Service is not available to CenturyLink Customers located in the Asia-Pacific region. 4.4. Service Interference: Customer shall not attempt, permit or instruct any party to take any action that would reduce the effectiveness of Service or any devices used to deliver CenturyLink services. Without limiting the foregoing, Customer is specifically prohibited from conducting unannounced or unscheduled test DOS/DDoS attacks; penetration testing or external network scans on CenturyLink's network without the prior written consent of CenturyLink. CenturyLink Technology Solutions Service Guide 4.5. Customer Acknowledgements: Customer acknowledges that this Service is just one tool to be used as part of an overall security strategy, and not as a total solution. If the Customer wants to expand their overall security strategy, they should contact their designated CenturyLink account executive for information regarding additional CenturyLink security services. CenturyLink Technology Solutions Service Guide ��U �� Appendices Table 1.0 Roles and Responsibilities Conduct aninilialService se -up � consultation with the Customer, The purpoaeofthisconsultation iatodevelop tl-�,e � Customer's DDo5—nitigoUonalert policy, � Design/P/ann|ng i X determine the appropriate response procedure. answer Customer questions / define the Customer's subzones. � Provide all required information requested during the DDoS Mitigation Service x Provide a topology of Customer existing network prior to security review and x provision'��c of 'he Service, Provide CenturyLink with sufficient system passwords. privileges and access to allow CenturyLink to install, configure, monitor and Installation modify the Service always -on. high speed con�qction 1,c) 'he Customer Site to ena�17z-CenturyLnk to functions of equipment L:Se--- pc,;de the Service Provision the DDoS Mitigation Service, typicafly during the business days, and apply x the initial poiicy If required. Configuration Custor-,s, requests for c,_�`flggurz-,tcr in aocc,�- level Contact C:_Isttomer for any recDnfiguraTion or 10 CenturyLink Technology Solutions Service Guide Adminis Manage a:1 sys".--m administration passwords for DDoS mitigatior, systern{s, - - ---- --- - -------- --- - -- - - Coordinate and facilitate non-CenturyLink x network Internet trafficking Automatic detection of attacks for Customers wno ave internet access from x CenturyLink ---- — ----- --- - ----- The Customer may also contact the CenturyLink Service Center to request that x M o n Ito ri rci1 their traffic be placed into protect mode in response to a suspected attack. Provide notificat'cns about cur-ently active x DDoS mitigations -- --- -------- ----- ------- ---- - -------------- - - ------------ - --------- -- Request to end an active DDoS mitigation x Upgrade software orlhardware to mainta:T, ----------- the latest versions in cce,atjon, - - ---------- A11161W CenturyLink to make Service --- - ------ --- - x upgrades 'o out 'Customer's traffic in -lo potect mode tic retune and Improve tne x ective^ess 01 the Service. F'rovide an English-speaking technical Maintenance and Support contact with current, complete and accurate x contact information that is reachable 24/7, ---------- - - --------- ---- ------ - ------------- Request . anges by co, acting x Ce,-,*L,Y,�, Se,vice Cen,-"ar, - ------ ------ ------- Use CeMuryl-ink's standard procedures, to notify CenturyLink of the init'al and later X changes to the information used by Centur,)Ur* to, configure the Services. Ensure teat all x 4r.)r the the S,9 vice ------ - - - ------ 11 CenturyLink Technology Solutions Service Guide Notify CenturyLink in advance of any network topology or system changes that X may affect the Service or the effectiveness of the DDoS mitigation system policy. Permit CenturyLink to divert traffic to a Centu,-yLink cleansing center for filtering/mitigation For Customers who also use CenturyUnk internet services, divert traffic to a X CenturyLtnk cleansing center for filtering/mitigation 0 ----------- - ------ For Customers i1ji-c use non-CenturyLink internal, se,,/ces, divert traffic to a X X Ger ,-YLri. o!ea�-,sina center for filtering m^ tigation --------- - Pet�formfiltering/mitigation of DDoS attack X traffic Forward cleansed -,raffic to, Customer X For GRE based cleansed traffic delivered to Customer, configure the far end of GRE X tunnel on Customer's equipment - ------------ -- Appendix A Service Level Agreement Table 2.0 Target Response Times and Credits c N(applies tos to S' -C c'! !Urgeni'ILHIY Fla - I i Fee Cs �es or -� - DD-- �z:rviceNe�,,,,-A-based DDoS rntiga7�cw- Service c--, '--'-0 lir-., off with Att-ac-- Dete,--:I-,- o-ly) Savvss�-3fion,com -�—oent klanage�--ienl Moe ti -an 30 mr-J,-s of sect�,-,-. Plat-Fae Charges Jnr ----- - ---------- ----------- - ---------- ------ 12 CenturyLink Technology Solutions Service Guide _ 15 minutes from Customer's verbal - ------------ _ • 16 – 30 minutes = 50% of permission to begin Mitigation monthly Flat -Fee Charges for Network -based DDoS mitigation Maps to SLO P1 (Urgent) - Reference Service desk SLC} link off More than 30 minutes = 100% of monthly, Savvisstation.com, Incident Management Flat -Fee Charges for Network -based section. DDoS mitigation Time to Mitigate „. __ - ----- _: 15 minutes from Initial DDcS Alar 15 – 30 minutes = 50% of monthly Flan- (Pre -authorized mitigation initiated by Fee Charges for Network -based DDoS CenturyLink employee or Auto-Mit;gation) mitigation Maps to SLO P1 Urgent) - Reference More than 30 minutes = 100°lQ of monthly Service desk SLO :ink off Flat Fee Charges for Network based Saver sstat on.ocr✓ , incident Management DDoS mitigation section. --- --- ---- ------ If requested by Customer, CenturyLink will - — _ . provide Customer with a status report by telephone, or e-mail within 60 minutes Status Reporting and Change Request after the initiation of Mitigation, objectives are intended to be informational Status Reporting only and do not provide any SLA credits Maps to SLC? P1 Wrgent) - Reference and arenotsubject to any other Goal to Service desk SLC) link off this SLA.' Savvisstation.co^, Incident Management section. ---------------------- --- _ Customer ma stalest one routine ------- c fi _ ,-ation or policy change per 90, day penc:-. 4 L,nk wiH prDvide the routine configuration an r i GV aoge rer nests w :.r? one business aa;, after t" e Status ReQorfs^:g and Change Reques' sr. � acre+ reo�;aests that e ceed ob!n�,t�ves are -mended tc be inform ono: Change one request per 9u ....r, pencc may result ', only and do not provide any SLA credits n additional charges. A and are nct subject to any otder Coal in _, s a „na.nge when un attar s not fh '--A. -- .,<:ryg place Maps .0 S-_; P2 reference Service des S�_C'inX c . ------------------- �statScr.ruc.r- fliaragemei--, 13 Centuryl-ink Technology Solutions Service Guide 14 CenturyLink Technology Solutions Service Guide Response Times SLA Remedies In the event that CenturyLink is unable to provide service within the Target Response Time window outlined above, the Customer's sole and exclusive remedy shall be a service credit shown in the Remedy column of Target Response Time table for the affected Service for each response time failure. The credits will apply to the applicable charges of the affected Service after application of all discounts and do not apply to monthly recurring charges of other services. The maximum service credits issued in any one calendar month will not exceed 100% of the applicable charges of the affected Service. Cumulative credits in any one month must exceed $25.00 to be processed. SLA Process Remedies: To be eligible for SLA credits, Customer must be in good standing with CenturyLink and current in its obligations. To receive SLA credits, Customer must request any credit due hereunder by submitting an e-mail to billing@CenturyLink.com within sixty (60) days of the conclusion of the month in which it accrues. Customerwaives any right to credits not requested within this sixty (60) day period. Credits will be issued once validated by CenturyLink and applied toward the invoice which Customer receives no later than two months following Customer's credit request. All performance calculations and applicable service credits are based on CenturyLink records and data. The applicable SLA provides Customer's sole and exclusive remedies for any Service interruptions, deficiencies, or failures of any kind. Limitations: This SLA will not apply, and Customer will not be entitled to receive a credit or exercise a termination right under this SLA, for any event that adversely impacts the Service that is caused by: (a) the acts or omissions of Customer, its employees, contractors or agents or its end users; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by CenturyLink; (c) Force Majeure Events; (d) scheduled service maintenance, alteration or implementation; (e) the unavailability of required Customer personnel, including as a result of failure to provide CenturyLink with accurate, current contact information; (f) Centuryl-ink's lack of access to the Customer premises where reasonably required to restore the Service; (g) Customer's failure to release the Service for testing or repair and continuing to use the Service on an impaired basis; (h) CenturyLink's termination of Service for Cause or Customer's use of Service in an unauthorized or unlawful manner; or (i) improper or inaccurate network specifications provided by Customer. Customer Termination Rights: Customer may terminate the affected Service without cancellation charges if CenturyLink is unable to meet the Goals herein within a 60 day cure period. The 60 day cure period will begin after a trouble ticket is opened. Customer may terminate the affected Service by providing written notice to the Customer Service Center with a courtesy copy to the attention of CenturyLink's General Counsel within 20 days after the 60 day cure period ends. Such termination will be effective 45 days after receipt of written notice by CenturyLink of termination from Customer, unless Customer requests Service to be continued and establishes a new termination date after 45 days. Customer is responsible for all Service charges until the termination date. If Customer fails to notify CenturyLink in the manner set forth in this section with respect to the applicable termination right, Customer will have waived its right to terminate the affected Service. 15 CenturyLink Technology Solutions Service Guide Definitions Bypass switch: A bypass switch provides a fail-safe, inline protection for an optional DDoS mitigation appliance. A bypass switch uses a heartbeat packet to protect the network link from the mitigation appliance failure. If the heartbeat packet is disrupted, then the bypass switch removes this point of failure by automatically shunting traffic around the mitigation appliance whenever the appliance is incapable of passing traffic. CenturyLink Service Center: The primary organization for resolving infrastructure issues that is staffed 24/7/365 to respond in a timely manner to incidents and requests pertaining to Customer IT infrastructure. DDoS: A distributed denial -of -service attack in which many systems attack a single target, thereby causing denial of service for users of the targeted system. This typically results in the loss of network connectivity and services by consuming the bandwidth of the victim network or overloading the computational resources of the victim system Event: A security occurrence detected and reported by the CenturyLink DDoS Mitigation Service. An Event does not necessarily constitute an actual security incident, and must be investigated further to determine its validity. Incident: Any single Event or collection of Events that have been determined by a CenturyLink analyst reviewing the data to potentially be of security consequence. Incidents may include Events that are currently being investigated and actual attacks that may be in progress. Mitigation: The mitigation of DDoS attacks by using CenturyLink-supplied mitigation equipment located in CenturyLink's network. Reasonable Effort: A fair estimate of an activity, measured with reference to the particular circumstances, scheduling agreements and diligence as might be expected within the grounds of the Service. Just because something is possible and reasonable does not mean CenturyLink has to do it if it is not necessarily reasonable for the business. Subnet: A subnet is a logically subdivision of an IP network that shares a common address component. Devices on the same subnet are have the same prefix and are addressed with a common, identical, most -significant bit -group in their IP address. For example, all devices with IP addresses that start with 1.1.1." would be part of the same subnet. Subzone: A subzone is a network element that the Service will protect. A subzone can be comprised of a single device (i.e. a network server, client or router), a subnet, multiple subnets, or any combination of the aforementioned. 16 FiTim, �iml7 4 d W :1A��/e111 f MANAGED FIREWALL SERVICES • Firewalls have long been considered the primary defense against cyber intrusion, but today's cyber criminals are using vastly more sophisticated techniques to bypass firewall protection and compromise business systems. Keeping intruders Monitoring on a 24/7 basis; out while enabling daily Internet operations requires a comprehensive set of CenturyLink has the resources to • security policies and constant monitoring to ensure your systems and data are react quickly to security problems protected. But the labor and financial investment required to implement this kind any time day or night. of firewall security can quickly drain IT resources, leaving no time or money to • Comprehensive Choice focus on day-to-day business processes, and potentially leaving network assets of Options: Frain virtual to open to attack. dedicated firewall platforms, CenturyLink offers a tremendous • CenturyLink Technology Solutions is a recognized leader in managed Internet range of value and performance options. and security services. We offer a broad portfolio of effective, industry-leading Ease of Implementation:' managed firewall services, from virtual to dedicated firewall platforms. With CenturyLink takes care of the experience gained from installing and managing thousands of firewalls, complete solution, including a. CenturyLink provides proactive security services supported by certified security hardware, installation, • professionals stationed around the world to deliver operational protection every configuration, and ongoing minute of every day. management. • Expertise: CenturyLink leverages CenturyLink provides this level of support cost-effectively at your site, at third- the experience of a staff that has party sites, or in our own data centers. We will work with you to perform a installed thousands of firewalls at • security review of your firewall needs, your network and system topology, and customer sites around the world. security policies to develop and define your firewall security policy. We will then configure, install, and manage your firewall systems according to your requirements, provisioning your service on a range of platforms, including network -based and virtual firewalls, or on dedicated appliances such as Cisco® ASA and Unified Threat Management (UTM) from Check Point Software • Technologies Ltd. CenturyLink® 1 Technology Solutions CenturyLink provides monitoring, management, and maintenance, and access to your firewall logs, policies, and performance statistics for viewing 24/7 via CenturyLink's secure Web portal'. (For examples of the types of firewall reports that are provided on our Station Portal, please refer to the Appendix that follows this summary). SYSTEM OWNERSHIP OPTIONS CenturyLink offers two options for firewall hardware provisioning and software licenses. Managed Firewall Service is a complete solution that includes CenturyLink-provided hardware, software licenses, maintenance, monitoring, and management by our team of security experts. Firewall Care Service provides the same monitoring and management benefits to customer -provided Check Point UTM or Cisco ASA hardware and software. Both service options include comprehensive firewall security services and can be implemented at a CenturyLink data center, your own facility, or at a third -party site. FAILOVER AND HIGH -AVAILABILITY FIREWALL SOLUTIONS To achieve consistent firewall availability, CenturyLink offers active/passive failover configurations with a hot standby, and active/active load -balanced firewall configurations. In the event of the failure of one firewall, dedicated secondary equipment detects the failure and begins operating. Managed Firewall Service is available at locations around the world to support your global business needs, including the United States, the United Kingdom, Europe, and Asia. APPENDIX: CENTURYLINKSTATION FIREWALL REPORTING Reporting for Managed Firewall Services is currently available through our Station Portal, which is a secure, Web -based reporting interface. To enhance your organization's overall security, access to the portal is available solely to individuals who have previously been identified as "security contacts" by your organization. Portal support is available to customers on a 24/7 basis via a phone call or an e-mail to the Support Center. To provide you with some examples of the types of reports that are currently available on the portal, some demo screen - shots appear here. For a full explanation of CenturyLinkStation Portal functionality (including server performance reporting, network performance reporting and billing invoice options), please contact your CenturyLink Account Executive. MANAGED SECURITY SERVICES -HOME" SCREEN This screen provides access to the various types of Managed Security reports that are available through the portal, including reports for Firewall, Intrusion Detection and Integrity Monitoring Service (IMS) services. In this instance, summary information is displayed for a demo Check Point firewall device. Iai �>�'--v��l ��- $kYViSSlntian inte9�tion J..'°h°�'YIMu.y%p nunNe.^.rma Ah 9v��a�.° r��n.r.Mireu I 1&,, CenturyLink® ,1 Technology Solutions FIREWALL DEVICE LOGS A detailed log of firewall activity is available for 30 days on a rotating basis, as it appears here. Logs are time -stamped for your convenience. � ` • „'� env [ moR ,nt �raaoo t s.� • aw»e uMa.s . s..am - aua� swvoM snrca . sMmaomwat r.w»Ma - x.e . FIREWALL CONNECTIONS (DAILY VIEW) This screen summarizes Firewall Connections per Minute, by type (including TCP, UDP and ICMP connections). When analyzing this demo data, you should pay particular attention to the activity that ]occurred between 10.00 and 12.00, unless the spike in connections/minute was anticipated by normal business activity. FW Corolectiom 2. o0.01 ,, 06:00 12:00 18:00 W Tota1 0 TCP N UDP ® 1CMP FW Corxrections 24 Mows + V W i i 0 FIREWALL CONNECTIONS (WEEKLY VIEW) Similar to the previous screen shot, this screen summarizes Firewall Connections per Minute, by type (including TCP, UDP and ICMP connections), but this time for a full week. The firewall connections show a consistent activity pattern throughout the course of the week. FIV Connections FW Connections ' 1 Week � WEEKLY REPORTING OF "AVERAGE BITS IN / AVERAGE BITS OUT" ACTIVITY Here, we are presented with activity on a single firewall interface. If this graph represented your customer traffic activity you would pay special attention to the "Average Bits In" results for Tuesday morning. 20 M. -.v ..__v a...p._._..� .._._._�...-.....--..are»--�-—.•.—•---�-....._-..-......._y..-.� �. .,_..1' i 10 M S M sat Sun fun Tue Wed Thu Fri ■ average bits in ■ average bits out Average Average bits in: /.8 1173M Max sue rage bits in: 11.330626M average average bi is out: 3.192031M Max average bits out 5. 717196M klerfine eth-51 Pt 1 octetsCaul 9 VYeek '+ r4 Centu ryLi n k® 1 Technology Solutions • • • FIREWALL DEVICE STATISTICS (WEEKLY CPU UTILIZATION) This screen summarizes CPU usage over a weekly time period. If this represented your actual CPU usage, you would pay particular attention to the spikes in CPU utilization that occurred outside of traditional high-volume business hours. Sat sun Mn Tut Me6 Thu Fri ■ Percentage Used average Percentage Used: '13.4408,75 Max Percentage Used: 23.1883333 CPU ucage EFWeek :.'- I FIREWALL DEVICE STATISTICS (DENIED PORTS —WEEKLY VIEW) This screen summarizes Denied Ports (by type), over a weekly time period. If this graph reflected actual customer activity, the activity that occurred on late Wednesday would have warranted your further investigation. For additional information regarding CenturyLink's Managed Firewall Services or the CenturyLinkStation Portal, please contact your CenturyLink Account Executive, who can provide you with additional information regarding a portal demonstration for your organization. In addition, Professional Services support is available if your organization requires assistance with firewall log review, or if you wish to investigate any unusual device activity in further detail. FM Denied Ports FIN Denied Ports 1 M67E For more information about CenturyLink Technology Solutions, visit w vjw. centuryliA.com 3technology or call 1.800.728.8471. Services not available everywhere. Business customers only. CenturyLink may change or cancel services or substitute similar services at its sole discretion without notice. 02014 CenturyLink, Inc. All Rights Reserved. The CenturyLink mark, pathways logo and certain CenturyLink product names are the property of CenturyLink, Inc. All other marks are the property of their respective owners. Not to be distributed or reproduced by anyone other than CenturyLink entities and CenturyLink Channel Alliance members. SS140901 6/14 CenturyLink® Technology Solutions .... _. _ . _ ,._._i g , so 40 sat sun Mon Tue Wed �- Thin Fri Ts HTTP 0 MTP 0 FTP ® SMTP 0 "3 ! SUMRPC E3MET8I0$ 0 M55QLS ■ SQLMET ® others FIN Denied Ports 1 M67E For more information about CenturyLink Technology Solutions, visit w vjw. centuryliA.com 3technology or call 1.800.728.8471. Services not available everywhere. Business customers only. CenturyLink may change or cancel services or substitute similar services at its sole discretion without notice. 02014 CenturyLink, Inc. All Rights Reserved. The CenturyLink mark, pathways logo and certain CenturyLink product names are the property of CenturyLink, Inc. All other marks are the property of their respective owners. Not to be distributed or reproduced by anyone other than CenturyLink entities and CenturyLink Channel Alliance members. SS140901 6/14 CenturyLink® Technology Solutions CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East 16.E.10.c CNaples, FL 34112 County Agreement#16-6665 This CenturyLink Custom Cover Agreement (the "Agreement") between CENTURYLINK SALES SOLUTIONS, INC. as contracting agent on behalf of the applicable CenturyLink affiliated entities providing the Products and Services ("CenturyLink" "Contractor") and COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS ("Customer") establishes the terms and conditions governing CenturyLink's provision of the Products and Services priced in this Agreement. This Agreement and any information concerning its pricing, terms and conditions are CenturyLink's proprietary information and subject to Chapter 119, Florida Statutes, also known as the Public Records Law. All ,f, capitalized terms not otherwise defined in this Agreement will have the meanings set forth in the applicable co Attachment. t° to For an interim period until all work is completed to update systems and platforms related to the combination of N EMBARQ and CenturyTel, and the acquisition of Qwest, the names EMBARQ and CenturyTel may be used in u association with the products and services provided by CenturyLink in this Agreement and Qwest products and .-- services will be sold under a separate agreement. N 1. TERM. This Agreement will be for a term of 36 months("Agreement Term")starting on the date the Board of o County Commissioners approve this Agreement (Effective Date"). This Agreement may be renewed for o seven 12-month renewal terms (the "Renewal Term") upon mutual consent of the parties and if Customer provides written notice to CenturyLink at least sixty(60)days before the Initial Term expires.The Initial Term 'C and the Renewal Term are collectively referred to as the Agreement Term. CenturyLink will not accept c Orders after expiration of the Agreement Term, but the Agreement will continue to apply to any unexpired E Orders properly placed during the Agreement Term. The Order Term for a particular Product or Service is o defined in the applicable attachment. 0 The County Manager,or his designee,may, upon mutual consent of the parties,extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty(180)days. The N County Manager, or his designee, shall give the CenturyLink's written notice of the Customer's intention to extend the term prior to the end of the term then in effect. C ........ m E E 2. PRODUCTS AND SERVICES ATTACHMENTS. ai L 2.1 Products and Services. CenturyLink will provide to Customer the Products and Services identified Q in the following Attachments attached and incorporated by this reference. The name of the L CenturyLink operating company providing Products and Services to Customer is listed in the > Attachment. o 0 Attachment A: Tariffed Business Services E 0 Attachment B: CenturyLink Nontariffed Business Products and Services 2.2 Terms and Conditions. CenturyLink provides Products and Services under terms and conditions 0 incorporated by reference in the applicable Attachment. c 2.3 Purchase Orders. If expressly permitted under the applicable Attachment, CenturyLink will accept e" Customer-issued purchase orders, which will be subject to this Agreement. To obtain pricing on c Services at the rates provided within this Agreement, Customer must issue a Purchase Order 0 referencing this Agreement. 2.4 Termination. Either party may terminate the Agreement and all Services for Cause or y Convenience by providing written notice to the other party of its intention not to renew the E Agreement at least 60 days prior to the expiration of the then current Term. Cause to terminate an individual Service Exhibit will not constitute Cause to terminate the Agreement;rather, Cause to r terminate the entire Agreement for Service-related claims will exist only if Customer has Cause to Q terminate all or substantially all of the Services under the applicable SLA, Service Exhibit, RSS or Tariff. In the event that the Agreement is terminated,CenturyLink may invoice the Customer for the Services provided to Customer and costs incurred through the date of termination,including any unrecovered construction charges and third party charges. CenturyLink shall not be entitled to any other or further recovery against the Customer,including, but not limited to,any damages or any I anticipated profit on portions of the services not performed or materials not provided. C N217309 Page 1 of 32 ©CenturyLink, Inc.All Rights Reserved. C CONFIDENTIAL Packet Pg. 1369 1 6.E.1 0.c CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Agreement# 16-6665 3. RATES AND CHARGES. Customer will pay the rates and charges set forth in Exhibit A Fee Schedule (Categories II, Ill and IV)for sites approved in Exhibit B, Qualified and ICB Sites,and the applicable attachment. Items in Category I are available for purchase utilizing CenturyLink Loyal Advantage(CLA) agreement. Rates do not include applicable surcharges that CenturyLink may bill Customer. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its 1-0 vendors under Chapter 212, Florida Statutes,Certificate of Exemption#85-8015966531C-1. From the date cc Customer provides CenturyLink with tax exemption documentation, CenturyLink will not charge for the taxes C° covered by the exemption. Customer will remain liable for any other applicable taxes,surcharges and/or m fees. a.) u 4. UNIFORM RESOURCE LOCATORS(URLs). References to URLs in this Agreement include any successor i URLs designated by CenturyLink. n) cn 5. QUALIFICATIONS AND CONDITIONS. c 0 5.1 Qualifications. To receive pricing under this Agreement, Customer must meet the following 1 o Qualifications on the Effective Date. If Customer does not meet these Qualifications, CenturyLink E may terminate this Agreement. E A. Customer must be a current CenturyLink customer with offices located at 3299 Tamiami E Trail East, Naples, FL 34112. o U 5.2 Conditions. During each billing month of the Agreement Term, Customer must meet the following co Conditions to receive all benefits under this Agreement. If Customer does not meet any one of N these Conditions, CenturyLink may adjust Customer's Services Charges or terminate this Agreement. A. Customer must maintain an office at 3299 Tamiami Trail East, Naples, FL 34112. c 6. INSURANCE REQUIREMENTS. E a) 6.1 CenturyLink maintains insurance as follow: ' a) A. Commercial General Liability. Coverage shall have minimum limits of $1,000,000 Per `t Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This > shall include Premises and Operations; Independent Contractors; Products and Completed o Operations and Contractual Liability. U E B. Business Auto Liability. Coverage shall have minimum limits of $1,000,000 Per o Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This = shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. 0 C. Workers' Compensation. Insurance covering all employees meeting Statutory Limits in E compliance with the applicable state and federal laws. L'+ c 6.2 The coverage must include Employers' Liability with a minimum limit of$100,000 for each accident. c a> 6.3 CenturyLink shall insure that all subcontractors comply with the same insurance requirements that U it is required to meet. The same subcontractor shall provide Customer with certificates of insurance meeting c the required insurance provisions. E 6. PRICING EXPIRATION. To become effective, this Agreement must be: (a) signed by an authorized c Customer representative; (b) delivered to CenturyLink on or before 12/9/2016; and (c) signed by a re CenturyLink officer or authorized designee. Alterations to this Agreement are not valid unless accepted in Q writing by both parties. 7. CenturyLink shall provide the services in accordance with the terms and conditions of ITB 16- 6665, and CenturyLink's proposal referred to herein and made an integral part of this Agreement. 8. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. N217309 Page 2 of 32 ©CenturyLink, Inc.All Rights Reserved. CAO CONFIDENTIAL Packet Pg. 1370 16.E.10.c CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Agreement#16-6665 9. CenturyLink is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the CenturyLink shall be responsible for all associated costs. If required, CenturyLink shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, (9 residence and employment verifications and other related records. CenturyLink shall be required to tO maintain records on each employee and make them available to the County for at least four (4) years. 0 > All of CenturyLink's employees and sub of CenturyLink must wear Collier County Government in Identification badges at all times while performing services on County facilities and properties. CenturyLink ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the CenturyLink during the time period in which their background check is valid, as 0_ discussed below. All technicians shall have on their shirts the name of the CenturyLink's business. CenturyLink shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS(a.colliergov.net) whenever an employee assigned to Collier County separates from their U employment. This notification is critical to ensure the continued security of Collier County facilities and co systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per N incident. -- CENTURYLINK SALES SOLUTIONS, INC. COLLIER COUNTY BOARD OF COUNTY w COMMISSIONERS By: By: d Name: Name: DONNA FIALA,CHAIRMAN Title: Date: Date: Address: U C Address for Notice: roved as to Form and Legality: , Sales Administration 665 Lexington Avenue Cit Mailstop: OHMANB0107 y. Mansfield, OH 44907 Assistant County Attorney a; c ATTEST: E DWIGHT E. BROCK, Clerk -c Rf By: Apprw ed as to Legal Form pPPROVEp Century Link Lav Dept CenturyLink nterprise Special Prici MC—October 27,2016 vwv 10/27/1 N217309 Page 3 of 32 ©CenturyLink, Inc.All Rights Reserv.. CONFIDENTIAL Packet Pg. 1371 16.E.10.c CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Agreement#16-6665 ATTACHMENT A TARIFFED BUSINESS SERVICES 1. CENTURYLINK ENTITIES. Services described in this Attachment are provided by the applicable CenturyLink entity(ies)listed below. Cr m co OTHER CENTURYLINK OPERATING COMPANIES STATES OF OPERATION(S) co Embarq Florida, Inc. Florida N a) U 2. FILING CONCURRENCE. The general terms and conditions of the Agreement and this Attachment are L effective on the Effective Date. Service-specific rates or terms and conditions that require filing with or rnn approval by regulatory agencies ("ICB Terms") will not become effective until the filing and approval c requirements for the applicable jurisdiction are fulfilled. Service will be offered under the applicable Tariffo until the ICB Terms become effective. If a regulatory agency does not approve the ICB Terms, the parties `a u will enter into good faith negotiations to develop a mutually agreeable resolution. E 3. SERVICES.The CenturyLink entity(ies) listed above will provide to Customer the Services listed in the table E below ("Price Table"). Services are purchased for the specific term for the particular Service ordered (each, o an"Order Term"), as listed in the Price Table. Each Order Term begins on the later of the first day of the first billing month after the Effective Date or the date that CenturyLink installs and makes that Service available co to Customer. Unless the parties otherwise agree in writing, if Customer continues to receive a Service after r.. N expiration of the Service's applicable Order Term, CenturyLink will provide that Service at its then-current Tariff or list pricing and then-current terms and conditions, all of which are subject to change. -- Customer Billing Service/Installation Type of Service Order MRC NRC c Address Address Term (per location E or service) a) a) 3299 Tamiami Trail Qualifying Embarq B1 Service 36 Months $30.00 $0 a) East, Suite 700, Florida locations only Q Naples, FL 34112 m Qualifying Embarq PRI 36 Months $325.00 $0 0 Florida locations only U Qualifying Embarq DID#'s; Blocks of 100 36 Months $10.00 $0 E o Florida locations only y Qualifying Embarq Rotary 61 Lines 36 Months $30.00 $0 z locations only U -x Qualifying Embarq Emergency Re-route 36 Months $50.00 $500.00 c locations only for Ti Voice Services --E, Qualifying Embarq Utilization Reports 36 Months $35.00 $0 c locations only 0 *Customer will pay the tariff rates and charges set forth in the Tariff or the list rates and charges set forth in w the Local Terms of Service (or separate Price List within the Local Terms of Service.) Tariffs and Local E Terms of Services are available at www.centurylink.com/tariffs. CenturyLink Tariff or List Rates are subject o to change, written notice to Customer is required if the change exceeds 10%, which may cause the charges `,, for a specific Service to change during the Agreement Term. 4. PRICING. 4.1 Monthly Recurring Charges ("MRCs"). CenturyLink will charge Customer the MRCs for the Services described in the Price Table. Except as otherwise described in the Price Table, these rates will remain fixed for each Order Term identified. If pricing is stated as a percentage discount off of the applicable Tariff Rate or list rate, that percentage discount shall be fixed for the Order Term, the percentage discount will applied on no less than one business day's notice, Upon N217309 Page 4 of 32 ©CenturyLink, Inc.All Rights Reserved. rye CONFIDENTIAL Packet Pg. 1372 16.E.10.c CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Agreement#16-6665 expiration of each Order Term, Customer will continue Services at the then current rates on a month to month basis until CenturyLink and Customer have mutually agreed to an Order Term renewal of 24 months. Prices will not exceed Customer's current rates. 4.2 Non-recurring Charges ("NRCs"). CenturyLink may charge Customer NRCs related to the Services described in the Price Table or listed in applicable Tariffs or Local Terms of Service. ,f, ca CO 4.3 Additional Charges. Rates do not include applicable local surcharges that CenturyLink may bill tfi' Customer. Collier County, Florida as a political subdivision of the State of Florida, is exempt from ,-- co the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of (i) Exemption#85-8015966531C-1. From the date Customer provides CenturyLink with tax exemption u documentation, CenturyLink will not charge for the taxes covered by the exemption. Customer will remain liable for any other applicable taxes,surcharges and/or fees. m U) I 4.4 Special Construction Charges. Special Construction Charges may be applicable under special o j conditions. Embarq may change Customer when technical limitations and/or the lack of facilities o ' exist, or if it is necessary to construct facilities to satisfy Service requests. CenturyLink shall provide Customer thirty (30) days in advance written notice. A Change Order may be required if m costs to Customer exceeds 10%of the contract total value. E E 5. TARIFFS/LOCAL TERMS OF SERVICE. CenturyLink provides local exchange carrier Services in certain 0 states under its tariffs filed with, and approved by, respective federal and state regulatory commissions. If CenturyLink has withdrawn its tariffs, or withdraws its tariffs during the Term, CenturyLink will provide N Services under the state-specific Local Terms of Service on the later of the Effective Date or when the N withdrawal becomes effective and incorporated by this reference. "Local Terms of Service" means the ,.. CenturyLink state-specific Guidebooks, Price Lists, Local Terms of Service or other deregulated terms and j conditions under which CenturyLink provides detariffed ILEC Services in certain states.Tariffs, including the Z i 0 Local Terms of Service, are incorporated into the Agreement by this reference and available at E http://about.centurvlink.com/legal/rates conditions.html (the "Rates and Conditions Website"). CenturyLink m I m may modify its Tariffs or Local Terms of Service from time to time.Tariffed or list rates are subject to change rn without notice. Q w 6. PURCHASE ORDERS. During the Agreement Term, CenturyLink will accept Customer-issued purchase orders from Customer specifying the quantity and service/installation address for the Services listed in the 0 Price Table. This Agreement controls over any Customer-issued purchase orders, and any terms or E conditions contained in a Customer-issued purchase order or other Customer ordering document will have Iii no force or effect, except quantity of Services ordered and service/installation address. After expiration of c the Agreement Term, the Agreement will continue to apply to any unexpired Customer-issued purchase U orders properly placed during the Agreement Term. Any Customer-issued purchase order must reference the Contract Number listed in this Agreement. c a) U 4.; c d E s U t6 Zi Oft- N217309 Page 5 of 32 ©CenturyLink, Inc.All Rights Reserved. n CONFIDENTIAL `4'0 1 Packet Pg. 1373 16.E.10.c CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Agreement# 16-6665 ATTACHMENT B CENTURYLINK NONTARIFFED BUSINESS PRODUCTS AND SERVICES 1. PRODUCTS AND SERVICES. CenturyLink will provide to Customer the Products and Services listed in the tables below (each, a "Price Table"). Services are purchased for the specific term for the particular Service ordered (each, an "Order Term"), as listed in the Price Table. Each Order Term begins on the later of the co first day of the first billing month after the Effective Date or the date that CenturyLink installs and makes that Service available to Customer. If Customer continues to receive a Service after expiration of the Service's co applicable Order Term, CenturyLink will provide that Service at its then-current list pricing and then-current terms and conditions,unless the parties otherwise agree in writing. 2. TERMS AND CONDITIONS. CenturyLink provides the Products and Services listed in this Attachment under the Standard Terms and Conditions for Communications Services and CenturyLink Local Government cn Customer Annex, incorporated and attached as Exhibit 1 and Exhibit 2 to this Agreement and the relevant Product or Service-specific terms and conditions listed below, all incorporated by reference in this Attachment and posted to the http://about.centurylink.com/legal/rates conditions.html (the "Rates and Conditions Website"). E 2.1 IP and Data Transport Services. E E A. The table below lists the IP and Data Transport Services purchased by Customer and the CenturyLink entity(ies)providing those Services. co r� Type of Service CenturyLink Entity Providing the Service N CenturyLink Metro Ethernet CIR/EIR-Based Embarq Florida, Inc. Services c a B. In addition to the Standard Terms and Conditions for Communications Services and E CenturyLink Local Government Customer Annex, CenturyLink provides Metro Ethernet CIR/EIR Based Services under the CenturyLink Metro Ethernet CIR/EIR Based Services Annex incorporated as Exhibit 3 to Attachment B. ° U N ° c a) t f6 N217309 Page 6 of 32 ©CenturyLink, Inc.All Rights Reserved. c CONFIDENTIAL ,11°) Packet Pg. 1374 16.E.10.c CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Agreement#16-6665 3. PRICE TABLES FOR SERVICES. 239252 CIR/EIR 10/100 Mbps Port 3 Mbps 8075 Lely Cultural Parkway Naples FL 3411.3 $ 230.00 $0 239252 CIR/EIR 10/100 Mbps Port 5Mbps 100 Vanderbilt Beach Road Naples FL '34108 $ 260.00 $0 239252 CIR/EIR 10/100 Mbps Port 5 Mbps 801 Laurel Oak Drive Suite 302 Naples FL 34108 $ 260.00 $0 (114 239252 CIR/EIR 10/100 Mbps Port 5Mbps 13531 Vanderbilt Drive Naples FL 34110 $ 260.00 50 00 239252 CIR/EIR 10/100 Mbps Port 5 Mbps 105 Broadway Avenue West Everglades City FL 34139 $ 260.00 $0 tp r 239252 CIR/EIR 10/100Mbps Port 10 Mbps 321 Pear Tree Avenue Good land FL 34140 $ 310.00 $0 (C) 239252 CIR/EIR 10/100Mbps Port 10Mbps 14700 Immokalee Road Naples FL 34120 $ 310.00 $0 '239252 CIR/EIR 10/100 Mbps Port 10 Mbps 2005 Mainsail Drive Naples FL '341140$ 310.00 $0 239252 CIR/EIR 10/100 Mbps Port 10 Mbps 990Chalmer Drive Marco Island FL 34145 $ 310.00 $0 U 239252 CIR/EIR 10/100Mbps Port 10 Mbps 312 Stockade Road Immokalee FL '34142 $ 310.00 $0 ?� 239252 CIR/EIR 10/100Mbps Port 10Mbps 2640 Corporate Flight Drive Naples FL 34104 $ 310.00 $0 a) 239252 CIR/EIR 10/100 Mbps Port 10Mbps 1515 Golden Gate Parkway Naples FL 34105 $ 310.00 $0 Cl) 239252 CIR/EIR 10/100 Mbps Port 20Mbps 102 Copeland Avenue North Everglades City FL `34139 $ 336.00 $0 C 239252 CIR/EIR 10/100 Mbps Port 20 Mbps 650 Everglades City Airpark Road Everglades City FL 34139 $ 336.00 $0 o 239252 CIR/EIR 10/100Mbps Port 20 Mbps 165 Airpark Blvd. Immokalee FL '34142 $ 336.00 $0 239252 CIR/EIR 10/100Mbps Port 50Mbps 417 N.First Street Immokalee FL 34142 $ 420.00 $0 V 239252 CIR/EIR 10/100 Mbps Port SO Mbps 1.266 Golden Gate Parkway West Naples FL 3 $ 420.00 $0 a 4120 239252 CIR/EIR 10/100 Mbps Port 50Mbps 2105.Heathwood Drive Marco Island FL 34145 $ 420.00 $0 239252 CIR/EIR 10/100Mbps Port 50Mbps 788 Vanderbilt Beach Road Naples FL 34108 $ 420.00 $0 C E 239252 CIR/EIR 10/100 Mbps Port 50 Mbps 8787Tamiami Trail East Naples FL 34113 $ 420.00 $0 E 239252 CIR/EIR 10/100 Mbps Port 50 Mbps 650 Central Avenue Naples FL 34102 $ 42000 $0 0 r 239252 CIR/EIR 10/100 Mbps Port 100 Mbps 3851 City Gate Blvd. Naples FL 34117 $ 575.00 $0 - 239252 CIR/EIR 1000Mbps Port 100Mbps 3851 City Gate Blvd. Naples FL 34117 $ 675.00 $0 239252 CIR/EIR 1000Mbps Port 200Mbps 8075 Lely Cultural Parkway Naples FL 34113 $ 745.00 $0 CIO ti 239252 CIR/EIR 1000 Mbps Port 300Mbps 8075 Lely Cultural Parkway Naples FL 34113 $ 800.00 $0 N 239252 CIR/EIR 1000 Mbps Port 500 Mbps 8075 Lely Cultural Parkway Naples FL "34113 $ 825.00 $0cv 239252 CIR/EIR 1000 Mbps Port 1000Mbps 8075 Lely Cultural Parkway Naples FL '34113 $ 900.00 $0 239252 CIR/EIR 10G Port 1000 Mbps 8075 Lely Cultural Parkway Naples FL 34113 201650-AASM6F $ 1,200.00 $0 v 239252 CIR/EIR 10G Port 2000 Mbps 8075 Lely Cultural Parkway Naples FL 34113 2016-S0-AASM6F $ 1,550.00 $0 0 239252 CIR/EIR lOG Port 5000Mbps 8075 Lely Cultural Parkway Naples FL 34113 2016-50•AASM6F $ 3,600.00 50 0239252 CIR/EIR 100 Port 30000 Mbps 8075 Lely Cultural Parkway Naples FL '34113 201650•AASM6F $ 6,000.00 50 E 239253 15Gig ENET 8075 Lely Cultural Parkway Naples FL '34113 201650-AASM6F $ 9,020,00 $0 N 2392_ 20Gig EN ET 8075 Lely Cultural Parkway Naples FL 34113 201650-AASM6F $10,000.00 $0 s- 239255 40Gig EN ET 8075 Lely Cultural Parkway Naples FL 34113 201650-AASM6F $20,000.00 $0 a `Qualifying Embarq Florida Locations.An Embarq Florida qualifying location is defined as being within our legacy m network footprint which has our existing Embarq fiber serving the sites being ordered. Any new order not served by o existing CTUEmbarq fiber will be priced on an ICB scenario. 0 For Qualifying locations not requiring an ICB, the pricing table above represents"not to exceed" monthly pricing for o new or renewal of 36 month order terms. y z 3.1 Monthly Recurring Charges ("MRCs"). CenturyLink will charge Customer the MRCs for the 0 Services described in the Price Table. Except as otherwise described in the Price Table, these c rates will remain fixed for each Order Term identified above. Upon expiration of each Order Term, y, CenturyLink and Customer will have sixty(60) days to negotiate a mutually agreeable Order Term renewal. If after sixty (60) days, Customer and CenturyLink cannot mutually agree to an Order c Term renewal, Customer may continue at their then current rates on a month to month basis until a G' new agreement has been signed or services have been discontinued. U 3.2 Non-recurring Charges ("NRCs"). CenturyLink may charge Customer NRCs related to the a) Services described in the Price Table. CenturyLink may assess any additional, special construction s charges that may be required to provide the Services. Such special construction charges, if o applicable,will be determined at the time of the Order. +° Q 3.3 Additional Charges. Rates do not include applicable surcharges that CenturyLink may bill Customer. 4. PURCHASE ORDERS. During the Agreement Term, CenturyLink will accept Customer-issued purchase orders from Customer specifying the quantity and service/installation address for the Services listed in the Price Table.The terms of this Agreement control over any Customer-issued purchase orders,and any terms or conditions contained in a Customer-issued purchase order or other Customer ordering document, and shall have no force or effect with respect to the terms and conditions of this Agreement, except with respect to the quantity of Services ordered and service/installation address.After expiration of the Agreement Term, I N217309 Page 7 of 32 ©CenturyLink, Inc.All Rights Reserved. (40 CONFIDENTIAL Packet Pg. 1375 16.E.10.c CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 County Agreement#16-6665 the Agreement will continue to apply to any unexpired Customer-issued purchase orders properly placed during the Agreement Term, Any Customer-issued purchase order must reference the contract number listed in the footer of this Agreement. CenturyLink will accept Customer-issued purchase orders for the Services in listed in Section 2.1.A for bandwidths not specifically priced in the Price Table for Services in Section 3 of Attachment B, CenturyLink will provide Customer with a quote for the requested bandwidth and will place the Order once written approval is received from Customer. m a) U a) O ns U E E O U N. N E a) a) L 0, L a) O U E 0 N V -. r— N U 4 C 0 E v R N217309 Page 8 of 32 ©CenturyLink, Inc.All Rights Reserved. io CONFIDENTIAL Packet Pg. 1376 16.E.1 0.c These Standard Terms and Conditions are not applicable to services governed by Tariffs on file with the FCC or state regulatory authorities.Tariffs are located at http://www.centurylink.com/tariffs. EXHIBIT 1 to ATTACHMENT B STANDARD TERMS AND CONDITIONS FOR COMMUNICATIONS SERVICES ("STANDARD TERMS AND CONDITIONS") 1. GENERAL. 1.1 Applicability. These Standard Terms and Conditions contain general provisions that apply to all Cr retail business Products and Services that a CenturyLink-affiliated entity provides. "Agreement" F means the terms and conditions under which Customer purchases Products and Services, including all attachments, these Standard Terms and Conditions, documents incorporated by `O reference, and all related Order(s). Other capitalized terms are defined in this document or in the in applicable Schedules or Product and Service-specific Annexes. m U 1.2 Additional Terms and Conditions. Customer's purchase and use of Products and Services is also governed by product and service-specific terms and conditions found in the applicable Schedules and Product and Service-specific Annexes, posted tocn http://about.centurvlink.com/legal/rates conditions.html (the "Rates and Conditions o Website"). 1.3 Local Governments and Government Programs. A. Local Government Customers. Unless specified otherwise, purchases of Products or o Services by local governmental entities also are subject to the Local Government E Customer Annex posted to the Rates and Conditions Website. B. Universal Service Administrative Company Programs. Customers seeking funds U through Universal Service Administrative Company programs such as the Schools and o Libraries Program of the Universal Service Fund ("E-Rate Program"), the Rural Health Care Program of the Universal Service Fund("RHC Program"),or state or local corollaries CN to the E-Rate Program or the RHC Program are subject to applicable program annexes .� posted to the Rates and Conditions Website. 0 C. American Recovery and Reinvestment Act(ARRA). Customer will not pay for Products 46 or Services with funds obtained through the ARRA or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain m functions unless each of those functions and obligations is explicitly identified and agreed '6 to by the parties in the Agreement or in an amendment to the Agreement. Q 1.4 Conflicts Provision. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Customer Invitation to Bid (ITB) #16-6665, the Contractor's Proposal, o and/or the County's Board approved Executive Summary,this Agreement shall take precedence. U E 0 2. TERM. 2.1 Agreement Term. The period set in the Agreement during which CenturyLink provides Products 0 and Services to Customer is defined as the "Agreement Term." These Standard Terms and c Conditions, relevant Schedules, and Product and Service-specific Annexes apply from the Effective Date until the Agreement Term expires or terminates. CenturyLink will not accept Orders for Products and Services after expiration of the Agreement Term, but these Standard Terms and E' Conditions, relevant Schedules, or Product and Service-specific Annexes will continue to apply to 0 Orders properly placed during the Agreement Term. If Customer continues to use maintenance, U managed,or professional Services following the termination or expiration of the Agreement Term or an Order issued during the Agreement Term for such Services, CenturyLink may, at its sole E discretion, provide those Services on a time and material basis at CenturyLink's then-current rates without applying any discounts or credits under the Agreement, but these Standard Terms and co Conditions and the Time and Materials Product Annex (posted to the Rates and Conditions Q Website)will govern CenturyLink's provision of such Services. 2.2 Order Term. Customer purchases each Service for a specific term for the particular Service ordered (each, an "Order Term"). Each Order Term is listed in the Agreement and begins on the first day of the first billing month after CenturyLink installs and makes that Service available to Customer. If Customer continues to receive a Service after expiration of the Service's applicable Order Term, CenturyLink will provide that Service at its then-current list pricing and then-current Standard Terms and Conditions, relevant Schedules, and Product and Service-specific Annexes, unless the parties otherwise agree in writing. 3. CHARGES. lel N217309 #2809^ Page 9 of 32 Rev. 11 Packet Pg. 1377 1 16.E.10.c 3.1 CenturyLink Charges. Customer will pay CenturyLink the rates and charges for Products and Services set forth in the Agreement and any Order under the Agreement, including all charges associated with establishing Customer's Products and Services or related to CenturyLink's installation or provisioning costs. Charges associated with establishing or provisioning Services may include nonrecurring charges described in applicable Schedules and Product and Service- specific Annexes. Examples of these nonrecurring charges are customer-initiated change requests, expedite charges, service charges, any construction-related charges, and liabilities imposed on CenturyLink by third parties, such as other local exchange carriers, as a result of ordering or providing facilities to operate Services. 3.2 Fixed Rates and Percentage Discounts. Except as expressly stated otherwise in the Agreement, rates and charges for a Product or Service that are stated as a flat or fixed recurring or non- recurring charge will not change during the applicable Order Term (for a Service) or Agreement "' Term (for a Product) if CenturyLink increases or decreases the list rate in a Schedule or price list. ca Rates and charges for a Product or Service not fixed in the Agreement will be based on current cc Schedules or price lists and may change during the Agreement Term. If pricing in the Agreement for a Service is stated as a percentage discount off of a Schedule rate or list price, that percentage 0 discount is fixed for the applicable Order Term, but CenturyLink may modify the underlying rate or • o list price to which the percentage discount is applied on no less than one day's notice.Changes to L Schedules are posted to the Rates and Conditions Website. rn 3.3 Rate Adjustments. CenturyLink may impose additional fees, charges or surcharges on Customer o to recover amounts that CenturyLink is required or permitted by governmental or quasi- governmental authorities to collect, or pay to others in support of, or to comply with, statutory or 0 regulatory programs, plus a commercially reasonable amount to recover the administrative costs E associated with such charges or programs.The amount of these fees, charges, or surcharges may E E vary. These charges may include state and federal Carrier Universal Service Charges, E compensation to payphone providers, International Mobile Termination Charges, E911, Telephone o Relay Service, or charges assessed to CenturyLink for terminating or originating a call to wireless v providers. m r-- 3.4 Taxes. N A. Taxes Not Included. CenturyLink's rates and charges for Products and Services do not include taxes. Customer will pay all applicable taxes, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, or national c taxes or charges imposed on or based upon the provision, sale or use of Products and a Services.Collier County, Florida as a political subdivision of the State of Florida, is exempt E from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, a? Certificate of Exemption #85-8015966531C-1. From the date Customer provides Q CenturyLink with tax exemption documentation, CenturyLink will not charge for the taxes covered by the exemption. Customer will remain liable for any other applicable taxes, m surcharges and/or fees. 0 B. Withholding Taxes. Notwithstanding any other provision of the Agreement,if Customer is 0 required by law to make a deduction or withholding from any amount due to CenturyLink, E 0 Customer must notify CenturyLink in writing. CenturyLink will then increase the gross w amount of Customer's invoice so that, after Customer's deduction or withholding for taxes, = the net amount paid to CenturyLink will not be less than the amount CenturyLink would have received without the required deduction or withholding. c C. Exclusions.Customer will not be responsible for payment of: (1) CenturyLink's direct income taxes and employment taxes; and P (2) any other tax to the extent that Customer demonstrates a legitimate exemption aci under applicable law. U 4. BILLING AND PAYMENT. +; 4.1 Invoicing. _ m A. Commencement of Invoicing. E CenturyLink may begin invoicing for specific Services as specified in the applicable 0 Service Exhibit. Customer must pay all undisputed amounts upon receipt of a proper Y invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Q Government Prompt Payment Act." B. Delays. If CenturyLink cannot install or make available the Products or Services by the delivery date specified in the Order due to a Customer-caused delay, CenturyLink will bill after the installation of the Products and Services. C. Recurring Services. For recurring Services and nonrecurring charges, CenturyLink bills fixed service charges in advance, and usage-based charges in arrears. D. Additional Invoice Information. Customer may make a written request to CenturyLink for additional invoice-related information, including duplicate invoices, to the extent such information is reasonably available in CenturyLink's sole discretion. CenturyLink may charge Customer for such information. #287,13;,-;(1 0 N217309 Page 10 of 32 Rev. acet Pg. 1378 16.E.10.c 4.2 Payment and Late Charges. Unless otherwise defined in the Agreement, Customer must pay all undisputed amounts upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act". Customer's payments to CenturyLink must be in the form of electronic funds transfer (via wire transfer or ACH), cash payments(via previously-approved CenturyLink processes only), or paper check. Other than items subject to a bona fide dispute,CenturyLink may charge interest(up to the maximum rate allowed by law) or take other action to compel payment of past due amounts after written notice to Customer, including suspension or termination of Services, unless prohibited by applicable law or regulation. Customer may not offset disputed amounts from one invoice against payments due on the same or another account. CenturyLink's acceptance of late or partial payments (even those marked, "Paid in Full") and late payment charges is not a waiver of its right to collect the full amount due. Customer's payment obligations include interest, as provided by law, CenturyLink incurs, if Customer fails to cure its breach of these payment terms. CD 4.3 Disputed Invoice Charges. Payments disputes will be handled in compliance with Chapter 218.70, et seq., Fla. Stats.,otherwise known as the"Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. N 5. RESERVED. 6. ORDERS. 6.1 Application. The terms and conditions in any Orders will have no force or effect other than to denote quantity and description of Products or Services, delivery destinations, delivery dates, Customer billing addresses, installation addresses,the Agreement under which the Order is issued, o and any other information required by CenturyLink. Orders are binding only upon acceptance in writing by CenturyLink. CenturyLink will notify Customer of rejected Orders. Customer may cancel -c— an Ean Order at any time before CenturyLink initiates delivery of Products and Services listed in the Order or otherwise begins performance, but Customer must pay CenturyLink's costs resulting from Customer's cancellation, including costs specifically described in the applicable Schedule or Product and Service-specific Annexes. U 6.2 Cancellation.CenturyLink will notify Customer of rejected Orders. Customer may cancel an Order at any time before CenturyLink delivers the Products and Services listed in the Order or begins its performance. ►� Customer remains responsible for a)Service charges accrued but unpaid as of the termination date and(b) any reasonable applicable out-of-pocket costs incurred by or imposed upon CenturyLink in connection with the setup or disconnection of Services(e.g.,ordered equipment,licenses,carrier termination charges). 7. WARRANTIES. THE SERVICES AND PRODUCTS PROVIDED BY CENTURYLINK UNDER THE AGREEMENT ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, a) NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, COMPATIBILITY OF SOFTWARE OR EQUIPMENT, OR ANY RESULTS TO BE ACHIEVED THEREFROM. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY SERVICE OR PRODUCT WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING U OR SIMILAR MALICIOUS ACTIVITY, OR ANY ACT OR OMISSION OF THE CUSTOMER. E 8. EQUIPMENT AND SOFTWARE;CENTURYLINK-PROVIDED NETWORK MANAGEMENT. O 8.1 Equipment or Software Not Provided by CenturyLink.Customer is responsible for any items not Tri provided by CenturyLink, including installation, operation, and maintenance of such equipment or U software and any equipment or software that impairs Product or Service quality or availability. Upon notice from CenturyLink of such impairment, Customer will promptly cure the problem. Customer will continue to pay CenturyLink for Products and Services during such impairment or related 3 suspension. If the impairment interferes with the use of the CenturyLink-provided network by c CenturyLink or third parties, CenturyLink, in its reasonable discretion, may suspend or disconnect m the affected Products and Services without advance notice to Customer, although CenturyLink will provide advance notice where practical. Customer will not rearrange, disconnect, remove, or attempt to repair any CenturyLink-provided items. At Customer's request, CenturyLink will troubleshoot the impairment at CenturyLink's then-current time and materials rates. CenturyLink is Ec not liable if a commercially reasonable change in Products or Services causes equipment or software not provided by CenturyLink to become obsolete, require alteration, or perform at lower levels. 8.2 Calls via Customer's Equipment or Software. Customer is responsible for all charges, including any third-party charges, incurred for all types of calls, authorized or unauthorized, placed by or through Customer's equipment or software via any remote access feature, transferring capability, or call forwarding,even when such calls are placed fraudulently. Customer's responsibility for these charges applies in all instances, including if Customer purchased or leased such equipment or software by or through CenturyLink or purchased CenturyLink-provided maintenance for its equipment or software. To reduce Customer's exposure, Customer may install its own blocking techniques to stop such capabilities and calls. CenturyLink will neither install nor assist in the #280902v.17 N217309 Page 11 of 32 Rev. Packet Pg. 1379 16.E.10.c installation of such blocking techniques, and has no obligation to block these capabilities or liability if such calls are placed, including no liability for charges that Customer may incur. 8.3 Software License. A. Licensing Requirements. Where software is provided with a Product or Service, Customer is granted a non-exclusive and non-transferable license or sublicense to use the software, including any related documentation, solely to enable Customer to use the Products and Services in accordance with the applicable licensing requirements. Software licensing terms and conditions, including end-user licensing agreements and terms and conditions from CenturyLink's vendors, may be provided to Customer through click or shrink-wrap agreements. CenturyLink may suspend, block or terminate Customer's use of any software if Customer fails to comply with any applicable licensing requirement. B. Prohibitions. Customer is not granted any rights to use any software on behalf of third ui parties or related to time share or service bureau activities. No rights are granted to to source code, and Customer will not reverse engineer, decompile, modify, enhance, copy, to prepare derivative works,or reproduce any software. 8.4 Title to Software or Equipment. CenturyLink (or CenturyLink vendors, if applicable) retain title u) and property rights to CenturyLink-provided software and equipment (excluding Products sold toc) Customer under the Agreement), including copies, and any related patents,copyrights,trademarks, d or IP addresses assigned to Customer. Upon termination or expiration of the Agreement or an cn applicable Order, Customer will surrender and immediately return the CenturyLink-provided o equipment and software, including all copies, to CenturyLink or will provide CenturyLink access to +, reclaim such equipment and software. L) v 8.5 Network Management. CenturyLink reserves the right to perform preventative maintenance and 'c software upgrades to the CenturyLink-provided network at its sole discretion on a scheduled or as- E needed basis. CenturyLink may charge Customer where additional technical limitations or E CenturyLink must construct network facilities to provide Services to Customer. If software or o equipment not provided by CenturyLink is connected to CenturyLink-provided network facilities, CenturyLink's obligations relate only to the Services under the Agreement. co 9. USE OF NAME, SERVICE MARKS, TRADEMARKS. Neither party will use the name, service marks, (: trademarks, or carrier identification code of the other party or any of its Affiliates for any purpose without the other party's prior written consent. 10. CUSTOMER RESPONSIBILITIES. 10.1 Installation. Customer will reasonably cooperate with CenturyLink or its agents to install the a Products and Services. Customer is responsible for damage to CenturyLink-owned Products and E Services located on Customer premises,excluding reasonable wear and tear or damage caused by d CenturyLink. CenturyLink may refuse to install Products and Services or may discontinue and Q disconnect Products and Services without notice, if any condition on Customer's premises is unsafe or likely to cause injury to any person using Products and Services. Additional Customer responsibilities relating to a particular Product or Service may be defined in the applicable o Schedules or Product and Service-specific Annexes. U 10.2 Use of Products and Services. E A. Acceptable Use Policy ("AUP"). If Customer purchases Products or Services that N connect to the Internet, Customer must conform to the CenturyLink acceptable use policy v posted to: http://www.centurvlink.com/Pages/AboutUs/Legal, as reasonably amended Y from time to time. c B. Abuse and Fraud. Customer will not use Products or Services: (1) for fraudulent, . abusive, unlawful or destructive purposes, including unauthorized or attempted o unauthorized access to, or alteration, abuse or destruction of, information; or (2) in any m manner that causes interference with CenturyLink's or another's use of the CenturyLink- U provided network. Customer will cooperate promptly with CenturyLink to prevent third parties from gaining unauthorized access to the Products and Services via Customer's c m facilities. E C. Reseller. Customer represents that it is not a reseller of any telecommunication services s provided under this Agreement as described in the Telecommunications Act of 1996, as I; amended, or applicable state law and acknowledges it is not entitled to any reseller Q discounts under any laws. D. Security. CenturyLink has adopted and implemented, and will maintain, a corporate information security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss,misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures.The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time.CenturyLink's standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via the Service and using #28099Q2v 1T N217309 Page 12 of 32 Rev. 11I Packet Pg. 1380 16.E.10.c reasonable information security practices, including those relating to the encryption of data. 11. CONFIDENTIALITY AND PRIVACY. 11.1 Nondisclosure Requirements. Confidentiality is subject to compliance with Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. If the parties have not executed a mutual nondisclosure agreement, this provision will govern their exchange of information. Each party will not disclose any Confidential Information (defined below) received from the other party, or otherwise discovered by the receiving party, to any third party, except as expressly permitted in the Agreement,or as required by law.This obligation will continue until two years after the Agreement expires or terminates. Confidential Information includes, but is not limited to, pricing and terms of the Agreement,and information relating to the disclosing party's technology, business affairs, trade secrets, development and research information, and marketing co or sales plans (collectively the "Confidential Information"). The receiving party may disclose Confidential Information to its subsidiaries,Affiliates,agents and consultants with a need to know, if cc they are not competitors of the disclosing party and are subject to a confidentiality agreement at r least as protective of the disclosing party's rights as this provision.The parties will use Confidential a) Information only for the purpose of performing under the Agreement or for the provision of other CenturyLink services. The foregoing restrictions on use and disclosure of Confidential Information ai do not apply to information that: (A) is in the possession of the receiving party at the time of its u) disclosure and is not otherwise subject to obligations of confidentiality; (B) is or becomes publicly o known,through no wrongful act or omission of the receiving party; (C)is received without restriction T from a third party free to disclose it without obligation to the disclosing party; (D) is developed c independently by the receiving party without reference to the Confidential Information, or (E) is c required to be disclosed by law, regulation, or court or governmental order. The parties E acknowledge that the receiving party's unauthorized disclosure or use of Confidential Information E may result in irreparable harm. If there is a breach or threatened breach of the Agreement, the U disclosing party may seek a temporary restraining order and injunction to protect its Confidential Information. This provision does not limit any other remedies available to either party. The party ti who breached or threatened to breach its nondisclosure obligation under the Agreement will not N raise the defense of an adequate remedy at law.CenturyLink will not be deemed to have accessed, received, or be in the possession of Customer Confidential Information solely by virtue of the fact that Customer transmits, receives, accesses or stores such information through its use of c 0 CenturyLink's Services. E a) 11.2 HIPAA. By providing Services, CenturyLink does not require or intend to access Customer data, m including any confidential health related information of Customer's clients,which may include group ai health plans, that constitutes Protected Health Information ("PHI"), as defined in 45 C.F. R. Q §164.501 under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Rules"). > To the extent that any exposure to PHI is incidental to CenturyLink's provision of Services and not meant for the purpose of managing the PHI or creating or manipulating the PHI, such exposure is E allowable under 45 CFR 164.502(a)(1)(iii). o 11.3 Privacy. CenturyLink's privacy policy, as amended from time to time, is available at n htto://www.centurvlink.com/Paqes/AboutUs/Legal. The privacy policy includes information about U CenturyLink's customer information practices and applies to the provisioning of Products and .x Services. c 12. LIMITATIONS OF LIABILITY. 12.1 Direct Damages. Each party's maximum liability for damages caused by its failure(s)to perform its .O obligations under the Agreement is limited to: (A) proven direct damages for claims arising out of aci personal injury or death, or damage to real or personal property, caused by the party's negligent; 0 and (B) proven direct damages for all other claims arising out of the Agreement, not to exceed in the aggregate, in any 12 month period, an amount equal to Customer's total net payments for the E affected Products and Services purchased in the month preceding the month in which the injury 0 occurred. Customer's payment obligations, Customer's liability for early termination charges, and u the parties' indemnification obligations under the Agreement are excluded from this provision. Customer's obligation is subject to the limitation set forth in Section 768.28, Florida's Sovereign 'Q Immunity Statute. 12.2 Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT.CONSEQUENTIAL, INCIDENTAL,AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. Subject to the indemnification limitation set forth in Section 768.28, Fla. Stat. #2809C" ",i �� N217309 Page 13 of 32 Rev. 11 Packet Pg. 1381 16.E.10.c 12.3 Unauthorized Access and Hacking. Except for physical damage to Customer's transmission facilities or Customer premise equipment directly caused by CenturyLink's negligence or willful misconduct, CenturyLink is not responsible for unauthorized access to, or alteration, theft, or destruction of, Customer's data, programs or other information through accident, wrongful means or any other cause while such information is stored on or transmitted across CenturyLink-provided network facilities or Customer premise equipment. 12.4 Liability for Content. CenturyLink is not responsible for the content of any information transmitted, accessed,or received by Customer through CenturyLink's provision of the Products and Services. 13. INDEMNIFICATION. 13.1 Mutual Indemnification for Personal Injury, Death or Damage to Personal Property. Each party will indemnify and defend the other party, its directors, officers, employees, agents and their _ successors from and against all third party claims for damages, losses, liabilities, or expenses, 'n co arising directly from performance of the Agreement and relating to personal injury, death, or damage to tangible personal property that is alleged to have resulted, in whole or in part, from the co negligence of the indemnifying party or its subcontractors, directors, officers, employees or authorized agents. Indemnification is subject to the limitation set forth in Section 768.28, Fla. Stat. cu 13.2 Customer Indemnification. Customer will indemnify and defend CenturyLink, CenturyLink's c) officers, directors, agents, and employees and their successors, against all third party claims for L damages, losses,liabilities or expenses,arising out of: co A. Customer's failure to obtain required permits, licenses, or consents necessary to enable o CenturyLink to provide the Products and Services (e.g., landlord permissions or local w, construction licenses). This provision does not include permits, licenses, or consentscu related to CenturyLink's general qualification to conduct business; c B. Customer's transmissions, or transmissions by parties authorized by Customer, of, _ information, data, or messages over the CenturyLink-provided network leading directly or E indirectly to third party claims: (1) for libel, slander, invasion of privacy, infringement of o copyright, and invasion or alteration of private records or data; (2) for infringement of patents arising from the use of equipment, hardware or software not provided by ti CenturyLink; and (3) based on transmission and uploading of information that contains of viruses,worms,or other destructive media or other unlawful content; C. Indemnification is subject to the limitation set forth in Section 768.28, Fla. Stat. 13.3 CenturyLink Indemnification. CenturyLink will indemnify and defend Customer, Customer's .:. officers, directors, agents, and employees and their successors against third party claims m enforceable in the United States alleging that Services as provided infringe any third party United aEi States patent or copyright or contain misappropriated third party trade secrets. But CenturyLink's m obligations under this Section will not apply if the infringement or violation is caused by Customer's cr modification to CenturyLink-provided software, equipment or Services; combination of Centurylink- provided services or products with other services or products;functional or other specifications that m were provided by or requested by Customer; or Customer's continued use of infringing Services o after CenturyLink provides reasonable notice to Customer of the infringement. For any third party claim that CenturyLink receives, or to minimize the potential for a claim, CenturyLink may, at its c o sole option,either: A. procure the right for Customer to continue using the Services; = B. replace or modify the Services with comparable Services;or v C. terminate the Services. c 13.4 Rights of Indemnified Party. To be indemnified, the party seeking indemnification must promptly , notify the other party in writing of the claim (unless the other party already has notice of the claim); Y give the indemnifying party full and complete authority, information and assistance for the claim's a=i defense and settlement; and not, by any act,admission, or acknowledgement, materially prejudice o the indemnifying party's ability to satisfactorily defend or settle the claim. The indemnifying party will retain the right, at its option, to settle or defend the claim, at its own expense and with its own y counsel. The indemnified party will have the right, at its option, to participate in the settlement or E defense of the claim, with its own counsel and at its own expense, but the indemnifying party will u retain sole control of the claim's settlement or defense. cc 13.5 Remedies. The foregoing provisions of this Section state the entire liability and obligations of the Q indemnifying party and any of its Affiliates or licensors,and the exclusive remedy of the indemnified party,with respect to the claims described in this Section. 14. TERMINATION. 14.1 CenturyLink Right to Terminate. A. CenturyLink may immediately suspend or terminate Products or Services or the Agreement if: (1) Customer fails to cure its default of the payment terms in the Agreement; (2) If Customer has vacated the premises to which Services are furnished; (3) Customer fails to cure any other material breach of the Agreement within 30 days 0 after receiving CenturyLink's written notice; #2 ons 171Cq0 N217309 Page 14 of 32 Rev. Packet Pg. 1382 16.E.10.c (4) Customer provides false or deceptive information establishing, using or paying for Services or Customer engages in false, deceptive, fraudulent, or harassing activities when establishing,using or paying for Services; (5) Customer fails to comply with applicable law or regulation and Customer's noncompliance prevents CenturyLink's performance under the Agreement; or (6) Customer resells Products or Services as prohibited by these Standard Terms and Conditions. B. If CenturyLink terminates the Agreement under this Section, Customer will be liable for any Products and Services provided up to the date of termination, whether or not invoiced by the termination date, as well as any applicable unrecovered construction charges and third party charges. 14.2 Customer Right to Terminate. m A. Material Failure. If CenturyLink materially fails to provide a Product or Service and to 3 CenturyLink fails to cure after Customer provides CenturyLink with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice, Customer may terminate the affected Products or Services without early termination cr) liability 30 days after CenturyLink's receipt of Customer's written notice to terminate. CenturyLink's material failure does not include a failure caused by circumstances outside co CenturyLink's sole control, a failure caused by a third party access provider, a Force to Majeure Event,or Customer or Customer-provided software or equipment. c B. Termination for Convenience. Customer may terminate a Service during the applicable j Order Term, or the Agreement during the Agreement Term, by providing 60 days' written ea notice to CenturyLink. In the case of such termination for convenience, Customer will be c I liable for all valid charges up to the date of termination, including any special construction charges and third party charges incurred by CenturyLink. E 14.3 Disconnect Notice. CenturyLink will have up to 30 days to complete disconnection of a Service. o To complete disconnection, Customer must provide information required by CenturyLink. 1 Customer's failure to provide such information may delay or prevent the disconnection. Customer co will be responsible for all charges through the later of the 30 day after CenturyLink received the N disconnect notice,or the date Customer stops using the Services. s -- 15. FORCE MAJEURE. Neither party will be responsible for any delay, interruption or other failure to perform under the Agreement due to acts, events, and causes beyond the control of the responsible party (a "Force Majeure Event"). Force Majeure Events include: natural disasters (e.g., lightning, earthquakes, hurricanes, aa) 1 floods); wars, riots, terrorist activities, and civil commotions; inability to obtain parts or equipment from third E I party suppliers; cable cuts by third parties, a local exchange carrier's activities, and other acts of third a, parties; explosions and fires; embargoes, strikes, and labor disputes; and governmental decrees and any c other cause beyond the reasonable control of a party. 16. DEFINITIONS. L°' 3 16.1 "Affiliate" is a legal entity that directly or indirectly controls, is controlled by, or is under common o j control with the party. An entity is considered to control another entity if it owns, directly or indirectly,more than 50%of the total voting securities or other such similar voting rights. E 16.2 "Effective Date"is the date the last party signs the Agreement. N 16.3 "Local Terms of Service" means the CenturyLink state-specific Guidebooks, Price Lists, Local rJ Terms of Service or other deregulated terms and conditions under which CenturyLink provides Y detariffed incumbent local exchange carrier Services in certain states. c 16.4 "Order" means a written, electronic or verbal order, or purchase order governed by the terms and , conditions of the Agreement, submitted or confirmed by Customer and accepted by CenturyLink, which identifies specific Products and Services; quantity ordered; CenturyLink's Agreement number,title, and execution date; billing address; ship to address; and servicefinstallation address, U as applicable.Verbal Orders are deemed confirmed upon Customer's written acknowledgement, or Customer's use,of Products or Services. ac) '. 16.5 "Product(s)" includes equipment, devices, hardware, software, cabling or other materials sold or E leased to Customer by or through CenturyLink as a separate item from,or bundled with,a Service. o 16.6 "Product and Service-specific Annexes" refers to separate descriptions, terms and conditions for ;g certain non tariffed Products and Services, including those offered under applicable CenturyLink Q local terms of service in states that have withdrawn Tariffs for such Products and Services. Product and Service-specific Annexes are incorporated into the Agreement. 16.7 "Schedules"and"Rates and Services Schedules"("RSS")can be used interchangeably and are the terms and conditions governing CenturyLink's provision of certain interexchange Services that were detariffed by order of the Federal Communication Commission ("FCC"). CenturyLink Schedules are subject to change during the Agreement Term under the rules and authority of the FCC. Schedules are posted to the Rates and Conditions Website. ,r 16.8 "Service(s)" means wireline and wireless business communications services that are not governed by Tariffs, including basic or telecommunications services, information or other enhanced services, #2Sf0n07v 1 .:e1;.1)) °3 N217309 Page 15 of 32 Rev.l Packet Pg. 1383 16.E.10.c and non-regulated professional services provided to Customer by or through CenturyLink under the Agreement, excluding Products. 16.9 "Tariffs" means the CenturyLink incumbent local exchange carrier, competitive local exchange carrier, or intrastate interexchange carrier tariffs on record with the FCC or state regulatory authorities having jurisdiction over those Services. Tariffs are subject to change during the Agreement Term under the rules and authority of the relevant regulatory bodies. 17. MISCELLANEOUS. 17.1 Independent Contractor. CenturyLink provides the Products and Services as an independent contractor. The Agreement will not create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or affiliates. 17.2 No Waiver of Rights. The failure to exercise any right under the Agreement does not constitute a waiver of the party's right to exercise that right or any other right in the future. u) 17.3 No Third Party Beneficiaries.The Agreement's benefits do not extend to any third party. 17.4 Governing Law; Dispute Resolution. A. Negotiation. The parties will use good faith efforts to resolve any dispute promptly by negotiation at a higher level of management than the persons with direct responsibility for administration of the Agreement. All negotiations and any documents exchanged related a� to the negotiations under this Section are confidential, subject to the provisions of Ch. 119, Fla. Public Records Law and will be treated as compromise and settlement negotiations o under applicable rules of evidence. ' U B. Governing Law; Forum.The Agreement and the rights and obligations of the parties are governed by the laws of the U.S. State where CenturyLink provides the Products and Services,without regard to that State's conflict of laws principles.Venue shall be in Collier E County, Florida and the Middle District Court. U 17.5 Compliance with Laws. Each party agrees that it will comply with all applicable laws in performing its obligations under the Agreement, including the provisions of Florida Public Records Law cm Chapter 119, specifically those contractual requirements at F.S.§ 119.0701(2)(a)-(b) , per cPv IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE a CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or E copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records #280902v.171(c7) N217309 Page 16 of 32 Rev. Packet Pg. 1384 16.E.10.c disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 5. For the purposes of this contract, related amendments and scopes of work, CenturyLink will not act on behalf of the Customer under section 119.011(2), Florida Statutes. CenturyLink will, upon written request by the Customer, and in accordance with Ch. 2016-20 of Florida law, provide the Customer's custodian of public records with copies of records relevant to the provision of goods and services under this contract within a reasonable time, to aid the custodian of public records in responding to public requests to co inspect or copy public records that are made directly to the Customer. cc 17.6 Assignment. The parties may not assign any rights or obligations under the Agreement or an Order without prior written consent, pursuant to Collier County Procurement u Ordinance, as amended. 17.7 Amendments and Alterations. The Agreement may only be amended in a writing in signed by both parties' authorized representatives. Alterations to the Agreement are not o valid unless accepted in writing by authorized representatives of both parties. lc co 17.8 Notice. Notices required under the Agreement must be submitted in writing to the party'st) address for notice listed in the Agreement or Order and, in the case of a dispute, notices c must also be sent to: E CenturyLink o Attn: Legal Department v 1801 California Street, #900 to Denver, CO 80202 N Fax: (888) 778-0054 17.9 Severability. If any provision of the Agreement is found to be unenforceable, the Agreement's c unaffected provisions will remain in effect and the parties will negotiate a mutually acceptable a) replacement provision consistent with the parties'original intent. E m 17.10 URLs and Successor URLs. References to Uniform Resource Locators (URLs) in the Agreement m include any successor URLs designated by CenturyLink. a) 17.11 Survivability. The terms and conditions of the Agreement regarding confidentiality, Q indemnification, warranties, payment, dispute resolution and all others that by their sense and > context are intended to survive the expiration of the Agreement will survive. o 17.12 Entire Agreement. This Agreement, including all referenced documents, annexes, Schedules, or E exhibits, the related Orders and the parties' mutual nondisclosure agreement constitutes the entire o agreement and understanding between the parties and supersedes all prior or contemporaneous negotiations or agreements,whether oral or written, relating to its subject matter. 17.13 Changes to Tariff, Local Terms of Service, or AUP. CenturyLink may amend, change, or withdraw the Tariff, Local Terms of Service, or AUP, with such updated Tariff, Local Terms ofE Service, or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements. If a modification to a Tariff, Local Terms of Service, or AUP (A) materially and 3 adversely affects Customer's legitimate use of a Service; and (B) is not required by government or a) judicial action, then Customer may terminate the affected Service upon 30 days' written notice U without liability for early termination charges for the affected Service, provided, however, that Customer provides written notice of its intent to terminate the Service under this Section within 30 aa) days after the modification occurs and provides CenturyLink the opportunity to cure the E modification within the 30 days after Customer's notice. 0 2 Y Q #2809^^ N217309 Page 17 of 32 Rev. 11 Packet Pg. 1385 16.E.10.c For use with Standard Terms and Conditions for Communications Services("Standard Terms and Conditions"). This Annex is not applicable to Services governed by Tariffs on file with the FCC or state regulatory authorities. EXHIBIT 2 to ATTACHMENT B CENTURYLINK LOCAL GOVERNMENT CUSTOMER ANNEX This CenturyLink Local Government Customer Annex ("Annex"), together with the applicable cover agreement, modifies the Standard Terms and Conditions. This Annex takes precedence over all other conflicting terms and conditions of the Agreement. When attached to the applicable cover agreement, this Annex supersedes the version ,l, posted at http://about.centurylink.com/legal/rates conditions.html. ca 1. Eligibility and Applicability. This Annex is available to all local governmental entities and agencies in m connection with the purchase of Products and Services sold under the Standard Terms and Conditions. CenturyLink defines "local governmental entities and agencies" as local entities and agencies, specifically a) excluding all state and federal entities and agencies, that receive their primary funding support through the L allocation of appropriated public funds and are entitled to exercise sovereign rights and privileges. m 2. Indemnity. Customer will honor all indemnityAgreementonly Y provisions under the to the maximum extent c permitted by applicable law, §768.28, Florida Statute, Florida's Sovereign Immunity Law. No section of the Agreement is intended to create a waiver of Customer's rights or privileges as a sovereign entity. t U 3. Nonappropriation. E o 3.1. Definition. A "nonappropriation" occurs when Customer is unable to secure or allocate sufficient E funds in its operating budget to fulfill its financial obligations under the Agreement. o U 3.2. Effect. If a nonappropriation occurs during the Term, Customer may terminate the Agreement at the end of the then-current fiscal period ("Termination Date") without incurring any termination r•'. liability. Customer will not be obligated for payments for any fiscal period after the Termination N Date. 3.3. Notice. Customer will give CenturyLink written notice of any termination under this section at least .5 30 days before the Termination Date. At CenturyLink's request, Customer will promptly provide a supplemental documentation about the nonappropriation. E 3.4. Limitations. 1) o) A. Customer must take all necessary action to budget and secure any funds required to fulfill Q its contractual obligations for each fiscal year during the Term. > 0 B. If Customer terminates the Agreement under this provision, Customer will not obtain the 0 Services described in the Agreement from CenturyLink. o 4. Damages. The Agreement does not create an obligation by Customer to pay any damages in excess of u) those amounts legally available to satisfy Customer's obligations under the Agreement. 0 5. Ownership and Confidentiality. The Agreement is a copyrighted work authored by CenturyLink and may c contain CenturyLink trademarks, trade secrets, and other proprietary information. CenturyLink E' acknowledges that the Agreement may be subject to disclosure in whole or in part under applicable Freedom of Information, Open Records, or Sunshine laws and regulations(collectively,"FOI"). Customer will provide CenturyLink with prompt notice of any intended FOI disclosures or post-execution FOI requests, 0 citations to or copies of applicable FOI for review, and an appropriate opportunity to seek protection of CenturyLink confidential and proprietary information consistent with all applicable laws and regulations. 0 6. Governing Law. The Agreement and the rights and obligations of the parties are governed by the laws of the U.S. State where CenturyLink provides the Products and Services,without regard to that State's conflict of laws principles. 7. 911 Emergency Services. 7.1. Indemnification. Section 13.1 (Mutual Indemnification for Personal Injury, Death or Damage to Personal Property) of the Standard Terms and Conditions will not apply to the sale of Products used for 911 emergency services and 911 emergency Services. 7.2. Disclaimer. CENTURYLINK, ITS AFFILIATES, AGENTS AND CONTRACTORS (INCLUDING WITHOUT LIMITATION, ANY SERVICE PROVIDER PROVIDING SERVICES ASSOCIATED WITH ACCESS TO 911 EMERGENCY SERVICE) WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY PERSONAL INJURY TO OR DEATH OF ANY PERSON, FOR ANY N217309 #280902v.17 Page 18 of 32 Rev. 1 Packet Pg. 1386 3 16.E.10.c i 1 A LOSS, DAMAGE OR DESTRUCTION OF ANY PROPERTY RELATING TO THE USE, LACK OF ACCESS TO OR PROVISION OF,911 EMERGENCY SERVICE. ' C 8. Transport Services.The parties acknowledge that the Federal Communications Commission's reliability rules mandates the identification and tagging of any circuits or equivalent data paths("Transport Services") 1 to public safety answering points that are used to transport 9-1-1 calls and information("9-1-1 Data"). Customer agrees to cooperate with CenturyLink regarding compliance with these rules and will notify CenturyLink of all Transport Services Customer purchases under this Agreement that are utilized to transport 9-1-1 calls and 9-1-1 Data. co co ror 7 N U 3L 1 0 U, , C } _0 1 w Aco u ._ i E E oU ca I I ti a N 1 N i Coe t' a) E j L i Q 1 f o U E 0 o a = I U .c c c m U dt c w E .c u IS Q I I %1111Y #280Qmu 171 IC N217309 Page 19 of 32 Rev. ' Packet Pg. 1387 16.E.10.c The CenturyLink Metro Ethernet-CIR/EIR Based Service described below is available to customers purchasing Ethernet services after October 4,2010,in Florida,Missouri,Nevada,North Carolina and Tennessee.See Section 5 for customers eligible for the Service Level Agreement. EXHIBIT 3 to ATTACHMENT B CENTURYLINKTM METRO ETHERNET-CIR/EIR BASED SERVICES ANNEX The following terms and conditions, together with the CenturyLink Standard Terms and Conditions for Communications Services ("Standard Terms and Conditions") and the applicable CenturyLink cover agreement, m (collectively, the "Agreement") will govern Customer's use of CenturyLink Metro Ethernet - CIR/EIR Basedco Services ("Services") and provision of the Services by the applicable CenturyLink local operating company in m Florida, Missouri, Nevada, North Carolina and Tennessee in its respective local service territories. CenturyLink co local operating companies are collectively referred to here as "CenturyLink." To the extent permitted by law, o CenturyLink offers the Services under the Agreement on an Individual Case Basis in lieu of any terms and conditions under CenturyLink Tariffs. w 1. Service Description and Types. o 1.1 Service Description.The Services are a standards-based high-speed transport technology used for _u the interconnection of Local Area Networks ("LANs") within a metropolitan area. Each Ethernet c connection is full duplex,symmetrical bandwidth and consists of the following: E E A. User-to-Network Interface ("UNI"). The UNI is the physical interface between o CenturyLink and Customer.The UNI includes: U a> (1) an Ethernet port connection at Customer's premises;and Zi N (2) the physical transport to the CenturyLink switched Ethernet network. .� B. Ethernet Virtual Connection("EVC"). c * a (1) EVC is the logical connection of an Ethernet service that connects two or more E a) locations. a> a (2) EVC includes the Committed Information Rate ("CIR"). CIR is the amount of Q guaranteed bandwidth for each point-to-point EVC. t C. Peak Information Rate (PIR). Subscribed bandwidth is delivered with a Peak U Information Rate(PIR).PIR is a combination of Guaranteed Data Class of Service(COS) E and, if purchased,Real Time COS bandwidth as well as an Excess Information Rate COS N option on the subscribed UNI Port. The PIR structure incorporates a Committed V Information Rate (CIR), "guaranteed bandwidth" and Excess Information Rate (EIR) Y "burst"bandwidth. c D. Class of Service. Services include three Class of Service ("COS") prioritizations. COS 3 provides the ability to prioritize certain identifiable traffic flows across the CenturyLink m switched Ethernet Network. Based on CenturyLink-provided mapping criteria,Customer V must notify CenturyLink on how to mark and prioritize its traffic.After notification from c Customer, CenturyLink will classify the traffic accordingly,as described in the following E subsections.The three COSs are as follows. 0 (1) Guaranteed Data COS. Guaranteed Data COS is the default priority level of w service for the CIR bandwidth and will apply to Customer traffic marked with Q priority of 1 to 3 on the CenturyLink switched Ethernet network. Guaranteed Data COS will carry high priority business applications across the CenturyLink network. (2) Excess Information Rate. Beyond the purchased CIR, the EVC is provisioned to allow any excess Guaranteed Data-marked traffic to burst up to the subscribed PIR.The traffic burst is the EIR.EIR is accessible only when there is bandwidth available in the CenturyLink network and when supportable by underlying N217309 S Page 20 of 32 DM##'"^"° Re Packet Pg. 1388 16.E.10.c transport. EIR is not guaranteed. Real Time-marked traffic will not burst. Real Time-marked traffic that exceeds the CIR, will be dropped beyond the Real Time subscribed speed. (3) Real Time COS. Beyond the Guaranteed Data COS, Customer can purchase Real Time COS prioritization. This prioritization will apply to Customer- designated traffic marked with priority of 4 to 6 on the CenturyLink switched Ethernet network. Real Time COS is designed for Jitter and Network Latency (delay)sensitive applications like voice and video. D. CenturyLink Ethernet Network Interface Device("E-NID"). co (1) To deliver the Services,CenturyLink will place the E-NID at Customer premise. cry The E-NID is owned and managed by CenturyLink. The E-NID supports 24x7 proactive network monitoring, management, troubleshooting, and resolution from the CenturyLink central office to the E-NID on Customer premise. The E- NID allows for the convergence of multiple service options over one common cn facility for network aggregation. The E-NID is considered CenturyLink's point of demarcation. (2) Installation of E-NID. CenturyLink will procure, receive stage, configure, and c.) test the E-NID before installation at Customer's premise. CenturyLink will install the E-NID at a mutually agreed upon time from 8:00 am to 5:00 pm Monday through Friday local time excluding CenturyLink -observed holidays ("Normal Business Hours"). CenturyLink may charge a fee for installation outside Normal Business Hours. CenturyLink may, in its sole discretion, r- outsource installation of the E-NID to a third party that is capable of performing N the installation;provided,however,CenturyLink will remain responsible for any such outsourced installation supplied by a third party. (3) Customer will pay CenturyLink for replacement of an E-NID that is damaged as a result of Customer's failure to comply with this Section, including installation costs of the replacement E-NID. Additionally, Customer must continue to pay the charges for the Service provided by CenturyLink for the remainder of the Order Term,regardless of whether or not the damaged E-NID is replaced. (4) Customer must ensure the security of the E-NID located within Customer's premises and Customer will reimburse CenturyLink for any loss or damage to E the E-NID caused by Customer's failure to properly secure Customer's premises O .r and/or restrict or monitor access to the NID. Customer will not access, reconfigure, attempt to repair, connect to or alter the NID except as expressly U requested by CenturyLink. 1.2 Service Types. In addition to selecting a CIR for its EVCs and its COS, Customer must choose one of the following service types: A. Ethernet Local Area Network("E-LAN"). A service type used to provide a full mesh U where any to any connectivity is required, i.e. multipoint-to-multipoint. Typically used where all sites need to talk to each other.All traffic is sent to all Customer sites. B. Ethernet Virtual Private Line ("EVPL"). A service type used to provide a hub and spoke topology i.e. point-to-multipoint. Traffic from multiple customer remote (spoke) sites is delivered to Customer over a single physical port at the hub/host site. C. Ethernet Private Line ("EPL"). A service type used to provide point-to-point connectivity between two sites. 1.3 Technical Specifications. The Services operate over a shared infrastructure that provides bi- directional transmission of data based on the Ethernet standards and operates at the Layer 2 of the OSI reference model. N217309 Page 21 of 32 DM# nnnz4 I CAO Re Packet Pg. 1389 I 16.E.10.c 1.4 Customer Certification. Customer certifies(1)that no more than 10%of the Services will be for the transport of interstate data and(2)that it will not interconnect the Services with another carrier for voice-over internet protocol applications or services and will not use the Services to connect to the public switched telephone network("PSTN"). 2. Term. 2.1 Order Term. The Order Term for the Services will be stated in the Agreement and will begin when Services are installed and available to Customer. 2.2 Early Termination Liability Charges. com A. Except as described below,the early termination charges described in the Standard Terms ';' and Conditions will apply when a service or rate element is disconnected before :° expiration of the applicable Order Term. m B. CenturyLink will waive the early termination liability when a service or rate element is L disconnected as a result of a Customer-requested upgrade to a next generation service °1 offering,under the following conditions: (1) The term for the new service offering is equal to or exceeds the remaining service period of the disconnected Order Term,and (2) The service orders to install the new service and disconnect the old service are E related together, and there is no lapse in service between the installation of the new service and the disconnection of the old service,and U (3) The service orders to install the new service and disconnect the old service are ti for the same Customer at the same location. N N C. CenturyLink will determine whether the new service qualifies as a next generation service offering. a D. Nonrecurring charges and Service Order Charges for the new service will apply E according to the requirements of the new service. 3. Responsibilities of the Parties. 3.1 Responsibility of CenturyLink. A. CenturyLink's responsibility is limited to the furnishing and maintenance of the Services to a network interface device on Customer's premises where provision is made for the connection of local service. B. CenturyLink is not responsible if changes in any of its facilities,operations or procedures utilized in the provision of the Services render any facilities or equipment provided by Customer obsolete,or requires modification or alteration of such equipment or system or �+ otherwise affects its use or performance. 3.2 Responsibility of Customer. To ensure a smooth installation the following responsibilities must be completed before installation of the Services, CenturyLink reserves the right, at its sole discretion, to reschedule installation, charge Customer for additional work and any necessary materials or Products on a Time and Material basis, or terminate the Agreement with respect to Services and any associated services utilizing Services. Services will be installed at your site only upon completion of all of these steps. If Customer is unable to complete all of these requirements before the installation date, Customer will notify CenturyLink as soon as it becomes aware of its inability. A. Traffic Marking. Customer must appropriately mark the traffic for COS treatment as described in Section 1 based on CenturyLink -provided mapping criteria. CenturyLink will support a maximum frame size of 1522 bytes coming into the E-NID. CenturyLink will not support auto-negotiate. All circuits are set to full duplex and the purchased PIR determines the physical port speed(either 10/100 Mbps or 1 Gigabit). N217309 Page 22 of 32 DM# aaa�� I (c Rel Packet Pg. 1390 16.E.10.c B. Media Access Control (MAC) Learning. CenturyLink will support a default MAC learning per site up to 40 MAC addresses. It is Customer's responsibility to place a router at the location to manage accordingly. C. Throughput Requirement. It is important to note that all Ethernet bandwidth does carry overhead traffic for IP and higher OSI layers depending on the application. Over-head is included in the CenturyLink reporting calculation. To protect the CenturyLink network from traffic storms, traffic controls are used to limit VLANs based on broadcast and multi-cast traffic. CenturyLink will impose a default of 1 Mbps of broadcast and multi- cast traffic per site. It is Customer's responsibility to notify if greater than 1 Mbps of m broadcast or multi-cast traffic needs to be supported. CenturyLink will evaluate if co additional broadcast or multi-cast can be supported. co D. Customer must provide adequate conduit from the right-of-way into the building and confirm access facilities to the building are available for fiber provisioning. It is also Customer's responsibility to locate private utilities on the premises if construction is tn required. Conduit specifications are as follows: One 2-inch Schedule 40 PVC conduit from 2 feet below grade at the building exterior to a pull box on the building exterior. ° Pull box must have a minimum dimension of 12-inch x 12-inch x 6-inch deep. Place one 2-inch conduit sleeve through wall from pull box to inside of the equipment room. Conduit must be equipped with 200 lb rated pull tension or greater. Equip conduit with no more than 2 quarter bends(a total of 180 degrees)between cable pulling points. Seal E the conduit after installation to protect from damage such as water. Conduit is not required when Service is provisioned over copper or circuit bonding technology, 50 Mbps or less. Services delivered via copper/circuit bonding technology will terminate at ice• the CenturyLink demarcation point on a Customer-provided wall-mounted 66 block and cross-connected to a copper loop bonding unit. E. Customer must provide one 20 x 44 x 3/4 inch plywood backboard in an equipment E. demarcation room with clearance of 36 inches in front of backboard. If the fiber E demarcation point is within 25 feet of the equipment rack, a wall board will not be L required. All hardware and terminations will be installed in the Customer-provided rack. a) If Customer is in a multi-tenant building and the shared building terminal at Customer's location does not have adequate space for CenturyLink fiber termination, Customer or building owner must provide a 24" x 24" x 9" cabinet with 3/4" plywood. This cabinet must be associated next to the original building terminal to support association of shared E demarcation facilities. o N 3 F. Customer must ensure the demarcation point is in an accessible and environmentally controlled location. All Service-enabling Equipment requires a clean, dust-free environment that is environmentally controlled to temperatures of 55-80 degrees Fahrenheit and humidity of 70% or less. If Customer is in a multi-tenant building, Customer must ensure that the CenturyLink demarcation point is accessible to CenturyLink technicians. Customer may need to coordinate access with the building manager to ensure that access is available on the day of installation. Customer must ensure that this location remains dry and free of dampness, and the room temperature °' remains within the tolerance of sensitive electronic hardware. to G. Customer must ensure 4 consecutive rack units of space in a 19" data rack are available for Services. Customer must provide space in a 19" wide data rack for the required hardware. The rack must be either wall or floor mounted.CenturyLink will not install the hardware on a shelf or the floor. H. Customer must provide a dedicated power outlet and common ground. CenturyLink termination electronics are powered by Customer-provided 120 VAC (20 Amp) circuit. CenturyLink requires the outlet to be a duplex, dedicated and grounded electrical outlet C`1® N217309 Page 23 of 32 DM#344436 Packet Pg. 1391 16.E.10.c within 6 feet of the equipment location. Common ground must be 25 ohm or less. If Customer does not have an uninterrupted power supply (UPS) on the AC, Services will be lost in the event of an AC power failure. If UPS is required, Customer will provide. CenturyLink will provide for an additional charge upon request. I. Customer must complete inside wiring before the arrival of the CenturyLink installation technicians. Customer must extend the wiring from the demarcation point to the location where the Services will be used.CenturyLink only will extend the demarcation point on a Time and Material basis for an additional charge. Customer must contact its CenturyLink Account Executive to schedule the work. CenturyLink uses the following guidelines co when extending the demarcation point: (1)If services are delivered via copper(50 Mbps m or less), the demarcation may be extended a maximum of 300 feet 24 gauge copper, orco (2) If services are delivered via fiber, CenturyLink technicians will terminate fiber into a d Customer-provided rack a maximum of 25 feet from demarcation. c.) 3 L J. Customer must confirm Service hand-off requirements. CenturyLink will provide a ci standard RJ-45 copper Ethernet connection for 10/100 service and a single mode fiber o connection on a 1 Gigabit circuit as the demarcation point for the Services. If a different P. customer hand-off is required,such as a multimode fiber connection, Customer must statec) the requirement on the site surveyE Q per site network page. c E K. Customer must confirm that its Local Area Network("LAN")has an appropriate Service E port available to provide the desired network functionality and is within the distance v required by Service specifications. Customer will program the Service port for cc appropriate speed and full duplex setting.(auto-negotiate is not available). Customer will N provide CATS cable(s)to connect its LAN to the Service-enabling equipment. Customer will provide an appropriate Service-enabling patch cable for connecting CenturyLink r demarcation and Customer-provided Equipment. c o L. Services are a Layer 2 network service only. All customer premises LAN Layer 3 (e.g. E IP) addressing is Customer's responsibility. CenturyLink will provide pricing for m additional equipment and labor to enable Layer 3 functionality, if required. In most cases < 4 this will be a router which will provide the Layer 3 routing of subnets and VLAN on Customer's network. If Customer only requires Layer 2 bridging (a flat network) across o the Services,then a standard Service switch port is all that is required. 0 M. The CenturyLink installer will not connect Services to Customer's LAN. CenturyLink o installers will install the hardware and identify a port for connection. CenturyLink highly w recommends the use of a qualified networking vendor to assist with LAN configuration. U A CenturyLink Account Executive can provide pricing for CenturyLink network c configuration for Services. . c 4. Service Components and Rate Elements for the Services. m 4.1. Monthly Recurring Charge ("MRC") for the Services. CenturyLink will charge Customer a U MRC for the Services.The MRC includes the following elements:the UNI,EVC with Guaranteed c Data and,if applicable,optional Real Time Class of Service. E E s 4.2. Nonrecurring Charges("NRC"). R A. Installation Charge. CenturyLink will charge Customer NRCs for the initial installation `_ of a User Network Interface to a given serving central office and for any rearrangement of an existing UNI. B. Move Charge. CenturyLink will charge Customer a Move Charge for a UNI moved to a new location, even when moved on the same premises. The Move Charge applies in addition to a Service Order Charge. % N217309 Page 24 of 32 DM "i444`tA R Packet Pg. 1392 16.E.10.c C. Service Order Charge.A Service Order Charge is applicable per each Customer request for Services. D. Special Construction Charges. Special Construction Charges may be applicable under special conditions. CenturyLink may charge Customer when technical limitations and/or the lack of facilities exist, or if it is necessary to construct facilities to satisfy Service requests. E. Trouble Location Charge. CenturyLink will charge Customer Trouble Location Charge for visits by CenturyLink to Customer's premises where the service difficulty or trouble report results from the use of equipment or facilities provided by Customer. cn 5. Service Level Agreements("SLAs"). cacis 5.1 SLAs. To demonstrate CenturyLink's commitment to our business customers and the reliability m and quality of our data services, CenturyLink has established the following SLAs within CenturyLink -established Metro Areas for each Service Type. The definition of a Metro Area is m defined by CenturyLink, in its sole discretion,based on current Ethernet availability. CenturyLink rn may adjust its Metro Areas at any time, even within an Order Term, without prior notice to c 0 Customer. As a result,the SLAs described in this section may not be available at all times for any as or all of Customer's Service locations. u c 5.2 Commitment. Within Metro Areas, the following SLAs apply to all Service Types described in E E Section 1 above. E 0 A. SLA for Network Latency,Jitter and Packet Delivery are applicable to 50% of the 0 subscribed PIR or all of the CIR. The following SLA is based on Customer's selected co COS. N Class of Service Network Latency' Jitter2 Packet Delivery3 .--. 0 Real Time COS 30 ms 8ms 99.99% Guaranteed Data COS 40 ms Not Available 99.95% E a) ' Network Latency is the roundtrip time it takes for a packet to travel end-to-end as between two Customer sites on the CenturyLink switched Ethernet network. Q Network Latency is measured in milliseconds and averaged on a monthly basis. 2 Jitter measures the average frame delivery variation (FDV). It is the variation in o latency from packet-to-packet. Jitter is measured roundtrip in milliseconds and E averaged on a monthly basis. 2 3 Packet Delivery is the percentage of packets delivered during transmission between U two Customer sites. Packet Delivery is expressed as a ratio of delivered packets to Y total packets passed and averaged on a monthly basis. E B. SLA for Network Availability. (1) Network Availability. Network Availability is the ability to transmit data over U the CenturyLink switched Ethernet Network. This network is designed for 99.99%Availability.Network Availability does not mean Customer will be able c as to reach any site or user on the Internet, nor does it mean any site or user on the E Internet can reach Customer,as there are many factors,outside of CenturyLink's control, that can affect an end-to-end connection. Network Availability is CZ calculated by dividing the average number of minutes that the Services are Q available for Customer use by the total number of minutes in each calendar month and multiplying by 100. (2) Network Availability Service Interruption. A Service Interruption is defined as a complete loss of Network Availability affecting Customer's ability to cc transmit data over the CenturyLink switched Ethernet network. Service Interruption Time is defined as the total time in a calendar month that Customer's Ethernet circuit is unable to transmit or receive data due to core N2I7309 Page 25 of 32 DM#344436 C4 / Re Packet Pg. 1393 16.E.10.c transport failure. Service Interruption Time does not include interruptions of less than 20 consecutive minutes in duration,time attributed to Customer's delay in responding to CenturyLink's requests for assistance to repair a Service Interruption,or the exclusions listed below. (3) CenturyLink Data Services, Advanced Network Services ("ANS") personnel proactively monitor the CenturyLink switched Ethernet network to ensure that the network is performing at optimal levels 24 hours per day, 365 days per year. CenturyLink monitors the core network from central office to central office and monitors the Ethernet links between the CenturyLink central office and E-NID Co— on the Customer's premise. The E-NID collects critical data keeping ANS co personnel apprised of the overall integrity of last mile connection.Any failure to cc communicate with the E-NID at the Customer's premise will initiate the trouble isolation and repair process and ANS will begin trouble shooting the problem. (a) In the event of a Service Interruption at the Customer's premise, ANS personnel will contact Customer within thirty (30) minutes providing them a trouble ticket number and a status. ANS will provide customer notification and status updates every two(2)hours until the problem is resolved. In the event the Service Interruption is the result of a hardware failure from the E-NID, CenturyLink will dispatch a repair technician to the affected Customer site to repair or replace the E-NID. Customer must provide CenturyLink with its current, accurate contact o information, including Customer's designated representative and its hours of business operation, at all times. Customer's designated representative can contact the ANS operation center at anytime by calling 800-603-8044. (b) In the event of a Service Interruption affecting, at a minimum, a Metro Tm Area within the CenturyLink switched Ethernet network beyond the ai Customer's premise, CenturyLink will send an automated message to a> Customer regarding the Service Interruption (if Customer previously a) has signed up to receive such automated messages). CenturyLink will Q send updates to Customer regarding such Service Interruption as more information is obtained. (4) Service Interruption Time is measured from opening a CenturyLink trouble E ticket for the affected circuit until restoring service for the affected circuit, less No Access and Hold Time. A trouble ticket is deemed open when the appropriate CenturyLink personnel receive notification of a trouble. A ticket is U deemed restored when the repair agency restores the service and confirms with Customer.No Access Time is when CenturyLink has no access to the site and/or , personnel at the site. Hold Time is the amount of time between the time Customer is notified of the repair and the time when the ticket is closed. a> 5.3 Service Credits. U c A. If Customer believes CenturyLink has missed a commitment in Section 5.2, Customer a> must notify its CenturyLink Account Manager in writing within 30 business days after c completion of the measurement period to request a Service Credit. Calculation of the Service Credit will begin upon notification. B. Upon CenturyLink's verification of the underperformance, CenturyLink will issue a Service Credit to Customer for the affected site. C. The methodology used to measure CenturyLink's performance against the applicable SLA is determined by CenturyLink in its sole and reasonable discretion and is subject to change without notice. CenturyLink will in good faith make all final determinations with respect to the existence or occurrence of a Service Interruption and the applicability of any Service Credit. N217309 Page 26 of 32 D s�aaaa� Cho) Packet Pg. 1394 Network Latency Jitter Packet Delivery Network Availability 16.E.10.c Service Credit is 1/30 of the Service Credit is 1/30 of Service Credit is 1/30 of Service Credit is 1/30 of Monthly Recurring Charge the Real Time COS the Monthly Recurring the Monthly Recurring (MRC)for the affected COS Monthly Recurring Charge Charge(MRC)for the Charge(MRC)for the at the impacted site. (MRC)for the affected affected site. affected site for a Service site. Interruption of 20 consecutive minutes to one hour in duration plus an additional 1/30 of the ins MRC for each additional c`oo one hour of continuous cou; unavailability. N 5.4 Maximum Service Credits. coi A. Customer may receive only one Service Credit in any calendar month with respect to the cn Latency and Jitter SLAs. 0 B. Customer may receive only one Service Credit in any calendar month with respect to the 7 Packet Delivery SLA. pc_ C. Service Credits issued in any calendar month under this SLA will not exceed Customer's E total MRCs for the affected circuit. E 0 D. In any calendar month, Customer may receive no more than three Service Credits with U respect to any particular Customer site with respect to all Network Availability, Latency, co Jitter and Packet Delivery SLAs. N E. Customer will not be entitled to credits under the Latency,Packet Delivery or Jitter SLAs for the affected Customer port to the extent any such failure is related to a Service 0 Interruption under the Network Availability SLA. E. 5.5 Exclusions.These SLAs do not include Service Interruptions caused by: aa) A. Failure of any components beyond the core network maintained by CenturyLink such as < Q the failure of any Customer-owned and/or maintained equipment or internal wiring on m Customer's premise,beyond the local telephone company's demarcation device or smart- > jack; cod B. Inaccurate,incomplete or changes to previously accepted orders; o u) C. Troubles resolved as"No Trouble Found"; 0 U D. Failure of any components that CenturyLink cannot correct because Customer is c inaccessible; E. Customer's negligence or willful misconduct or the negligence or willful misconduct of 9 others authorized by Customer to use the data services, including without limitation, o U work repair or maintenance performed on Equipment located on Customer's premises by persons other than CenturyLink technicians; c o F. Excused Service Interruptions due to planned and or scheduled maintenance; .Ec 0 As G. Lost measurements due to CenturyLink's measurement system failure;or Q H. Fiber optic cable cuts that are not the fault of CenturyLink. N217309 Page27of32 DM# """�` 1 (6,0Rej Packet Pg. 1395 4 ITB 16-6665 16.E.10.c Communication Services: Voice and Data EXHIBIT A- Fee Schedule I century Link Monthly * One Time Description Quantity Installation Charge Charge CATEGORY I INTERNET Monitoring and utilization services for Internet Co- co connections to 1 100 MB * 1 $1,180.00 $0.00 co 2 200 MB 1 $1,853.00 $0.00 m 3 300 MB 1 $2,278.00 $0.00 L 4 500 MB 1 $2,883.00 $0.00 5 1 GB * 1 $3,885.00 $0.00 0 6 2 GB 1 $6,350.00 $0.00 7 5 GB 1 $10,000.00 $0.00 i= 8 DDOS 1 See exhibit 2 See exhibit 2 E 9 Malware 1 N/A N/A o U 10 IDS/IPS Monitoring 1 See exhibit 3 See exhibit 3 .. 11 Filtering Service 1 See exhibit 3 See exhibit 3 ti N CATEGORY II-PSTN Connectivity ;' 12 ISDN PRI T-1 * 1 $325.00 $0.00 r 13 Digital PRI T-1 * 1 $325.00 $0.00 E. 14 B-1 * 1 $30.00 $0.00 0 15 Rotary B-1 1 $30.00 $0.00 6' a� 16 DID Block for the entire 252 Exchange * 1 $1,000.00 $0.00 Q 17 DID Emergency Redirect to PRI-T1 1 $50.00 $500.00 0 18 DID Emergency Redirect to B-1 (rotary and single line) 1 $50.00 $500.00 U CATEGORY III Ethernet Services o Aggregate Site Connectivity** 1 0 Monitoring and utilization services associated with services below $35.00 $35.00 19 100 MB symmetrical * 1 $575.00 $0.00 3 20 250 MB symmetrical 1 $800.00 $0.00 U 21 500 MB symmetrical * 1 $825.00 $0.00 ;,; 22 1 GB symmetrical * 1 $900.00 $0.00 23 2 GB symmetrical 1 $1,550.00 $0.00 24 5 GB symmetrical 1 $3,600.00 $0.00 ea 25 10 GB symmetrical 1 $6,000.00 $0.00 Q 26 15 GB symmetrical 1 $9,000.00 $0.00 27 20 GB symmetrical 1 $10,000.00 $0.00 28 50 GB symmetrical 1 $20,000.00 $0.00 29 100 GB symmetrical 1 N/A N/A 28 of 32 Packet Pg. 1396 ITB 16-6665 16.E.10.c Communication Services: Voice and Data EXHIBIT A- Fee Schedule century Link One Time Monthly Description * Quantity Charge Installation Charge ICATEGORY;IVWAIS°Site:Conn'ections** Monitoring and utilization services associatedto with services below $35.00 $35.00 co "? 30 1 MB symmetrical 1 N/A N/A `r° 31 1.5 MB symmetrical * 1 $865.30 $0.00 0 32 3 MB symmetrical 1 $230.00 $0.00 .i 33 5 MB symmetrical * 1 $260.00 $0.00 ' in 34 10 MB symmetrical * 1 $310.00 $0.00 0 35 20 MB symmetrical * 1 $336.00 $0.00 ca 36 50 MB symmetrical * 1 $420.00 $0.00 - 37 100 MB symmetrical 1 $575.00 $0.00 E 38 200 MB symmetrical 1 $745.00 $0.00 39 500 MB symmetrical 1 $825.00 $0.00 ' o co 40 1 GB symmetrical 1 $900.00 $0.00 N 41 2 GB symmetrical 1 $1,550.00 $0.00 cv 42 5 GB symmetrical 1 $3,600.00 $0.00 43 10 GB symmetrical 1 $6,000.00 $0.00 * Core Services,Award Based on Pricing Supplied on these lines. v Pricing Based on 36 Month Term Contract c - L m U E N c U Y c C 7 c d U o Q 1 416- 29 of 32 Packet Pg. 1397 16.E.10.c EXHIBIT B-QUALIFIED AND ICB SITES Alb Ethernet Sites Qualified to 100Meq Immokalee Blockhouse 312 Stockade Road Immokalee, FL 34142 in Margood Harbor Park 321 Pear Tree Avenue co Goodland, FL 34140 d 0 L Naples Regional Library 650 Central Avenue 2 Naples, FL 34102 Vanderbilt Beach Road Parking Garage 100 Vanderbilt Beach Road Naples, FL 34108 I- N Everglades Museum 105 Broadway Avenue West Everglades City, FL 34139 E 0 Immokalee Airport a) 165 Airpark Blvd. Immokalee, FL 34142 0 U Pelican Bay Services 801 Laurel Oak Drive Suite 302 Naples, FL 34108 0 Vanderbilt Beach Library 788 Vanderbilt Beach Road Naples, FL 34108 a 0 East Naples Library E E 8787 Tamiami Trail East Naples, FL 34113 Ethernet Sites Qualified to 100Meq Immokalee Library 417 N. First Street Immokalee, FL 34142 x`10 N217309 Page 30 of 32 DM?'"'' R Packet Pg. 1398 16.E.10.c EXHIBIT B-QUALIFIED AND ICB SITES Marco Library 210 S. Heathwood Drive Marco Island, FL 34145 Estates Library 1266 Golden Gate Parkway West cc Naples, FL 34120 cc N Everglades Airport 650 Everglades City Airpark Road Everglades City, FL 34139 Everglades City Library 102 Copeland Avenue North Everglades City, FL 34139 E South Water Plant 3851 City Gate Blvd. N Naples, FL 34117 Naples Recycling Center 2640 Corporate Flight Drive Naples, FL 34104 Marco Recycling Center o 990 Chalmer Drive Marco Island, FL 34145 E 0 ... w Ethernet Site Qualified to 40Giq Emergency Services Center 8075 Lely Cultural Parkway Naples, FL 34113 a) E Internet Site Qualifed to 5Giq Emergency Services Center 8075 Lely Cultural Parkway Naples, FL 34113 N217309 Page 31 of 32 DM#344436 Packet Pg. 1399 16E1>3c:' EXHIBIT B—QUALIFIED AND ICB SITES Internet Site Qualified to 100Meq BLDG-F 3299 Tamiami Trail East Naples, FL 34112 Ethernet Sites requiring ICB to expand bandwidth beyond 10Meq m co University Extension cfl 14700 Immokalee Road Naples, FL 34120 aa)i Cocohatchee Park 13531 Vanderbilt Drive Naples, FL 34110 Marco Airport E 2005 Mainsail Drive Naples, FL 34114 .. cc ti N Freedom Park 1515 Golden Gate Parkway Naples, FL 34105 a) E.1! L ***Any site not listed in Exhibit B would be ICB ''** 0 U a) N217309 Page 32 of 32 DM# ^^^l� C`4() Re Packet Pg. 1400 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT County Agreement#16-6665 This CenturyLink Loyal Advantage Agreement ("Agreement") is between CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC ("CenturyLink") and Collier County Board of County Commissioners ("Customer") and is effective on he date the last party signs it ("Effective Date"). CenturyLink may withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink on or before 12/9/2016 ("Cutoff Date"). Using CenturyLink's electronic signature process for the Agreement is acceptable. COLLIER COUNTY BOARD OF COUNTY CENTURYLINK COMMUNICATIONS, LLC COMMISSIONERS Authorized Signature Authorized Signature co Name Typed or Printed Name Typed or Printedco co Title Title d Date Date Customer's address for notices: y Customer's facsimile number(if applicable): Person designated for notices: 0 0 1. Services. Customer may purchase the products and services ("Services") in service exhibits ("Service Exhibits") attached to u the Agreement. The parties agree that any notation to the "CenturyLink Total Advantage Agreement" on the Service Exhibits will be '_ disregarded and such exhibits will be governed by the Agreement. For an interim period of time until all work is completed to update the Service Exhibits,Tariffs and other terms and conditions incorporated by attachment or reference into this Agreement, all references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC. The Service Exhibits attached to the Agreement o as of the Effective Date and incorporated by this reference are shown below. U • DOMESTIC CENTURYLINK IQ NETWORKING SERVICE EXHIBIT • LOCAL ACCESS SERVICE EXHIBIT N • CENTURYLINK TS SERVICE EXHIBIT 2. Term. Customer selects the following Initial Term of the Agreement: three(3)years("Initial Term"), 600053 code. The Initial Term begins on the Effective Date. At the end of the Initial Term, the Agreement may be renewed for seven consecutive renewal y ,eriods equal to the Initial Term(a"Renewal Term"),as requested, in writing,and mutually agreed upon by the parties, if not terminated E earlier in accordance with the Agreement. The Initial Term and each Renewal Term are referred to as the"Term." The County Manager, or his designee, may extend the Agreement, with agreement from CenturyLink, under all of the terms and a conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, will give f0 CenturyLink written notice of the Customer's intent to extend the Agreement Term prior to the end of the existing Term. aa) 3. Rates. Customer will pay the rates and charges set forth in Exhibit A Fee Schedule(Category I)for sites approved in Exhibit c B, Qualified and ICB Sites, Exhibit C DDoS and Exhibit D Managed Firewall.The rates will remain firm for the initial term. 0 4. Payment.CenturyLink may begin invoicing for specific Services as specified in the applicable Service Exhibit. Customer must co pay all undisputed amounts upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." In addition to payment of charges for Services, Customer must also pay CenturyLink any o applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. If Customer is exempt from any . Tax, it must provide CenturyLink with an appropriately completed and valid Tax exemption certificate or other evidence acceptable to CenturyLink. CenturyLink is not required to issue any exemption, credit or refund of any Tax payment for usage before Customer's "E submission of valid evidence of exemption. Customer may access its invoices and choose paperless invoices online through c CenturyLink Control Center located at controlcenter.centurylink.com. If Customer does not choose paperless invoices through Control m Center, CenturyLink may in its discretion assess a $15 MRC for each full paper invoice provided to Customer or a $2 MRC for each U summary/remit only (where available) paper invoice provided to Customer. Those charges will not apply to an invoice that is not available through Control Center. Customer's payments to CenturyLink must be in the form of electronic funds transfer (via wire aa) transfer or ACH),cash payments(via previously-approved CenturyLink processes only),or paper check. CenturyLink reserves the right E to charge administrative fees when Customer's payment preferences deviate from CenturyLink's standard practices. 5. Confidentiality. Except to the extent required by an open records act or similar law, neither party will,without the prior written consent of the other party: (a)disclose any of the terms of the Agreement; or(b)disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. CenturyLink's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. CenturyLink will not be deemed to have accessed, received, or be in the possession of Customer Confidential Information solely by virtue of the fact that Customer transmits, receives, accesses or stores such information throy> ,j00a Cgr� t�1� j . Confidentiality is subject to compliance with Florida Public Records Act, Chapter 19, Fla. an a on a uns ine_aw, laI1ter 286, Fla.Stat. ATTEST: DWIGHT E. BROCK, Clerk 1 Assistant County Attorney Page 1 of 29 By: ©CenturyLink, Inc.All Ri hts Ra N235613CONFIDENTIAL Packet Pg. 1401 imomma 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT County Agreement#16-6665 6. CPNI. CenturyLink is required by law to treat CPNI confidentially. Customer agrees that CenturyLink may share CPNI within its business operations (e.g., wireless, local, long distance, and broadband services divisions), and with businesses acting on CenturyLink's behalf, to determine if Customer could benefit from the wide variety of CenturyLink products and services, and in its marketing and sales activities. Customer may withdraw its authorization at any time by informing CenturyLink in writing. Customer's decision regarding CenturyLink's use of CPNI will not affect the quality of service CenturyLink provides Customer. 7. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose without the other party's prior written consent. CenturyLink's consent may only be given by its Legal Department. 8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS." CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY SERVICE WILL BE FREE FROM 2 LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, OR ANY ACT OR OMISSION OF THE ct°c CUSTOMER. 9. Limitations of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth ai below. 9.1 Consequential Damages. NEITHER PARTY OR ITS AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS, LOST (f) REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COSTS OF COVER. THESE LIMITATIONS APPLY o REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF FORESEEABILITY. 9.2 Claims Related to Services. For Customer's claims related to Service deficiencies or interruptions, Customer's exclusive remedies are limited to: (a)those remedies set forth in the SLA for the affected Service or(b)the total MRCs or usage charges paid by E Customer for the affected Service in the one month immediately preceding the event giving rise to the claim if an SLA does not exist for o the affected Service. 0 9.3 Personal Injury; Death; Property Damages Collier County's liability is subject to the limitations set forth in Section 768.28, r Fla. Stat. r. N N 9.4 Other Direct Damages. For all other claims arising out of the Agreement, each party's maximum liability will not exceed in the aggregate the total MRCs and usage charges paid by Customer to CenturyLink under the Agreement in the three months a immediately preceding the event giving rise to the claim("Damage Cap"). The Damage Cap will not apply to a party's obligations under E the Responsibilities Section below or Customer's payment obligations under the Agreement. 10. Responsibilities. To the extent permitted under law, each party agrees to be responsible to the other party, its Affiliates, agents, and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, arising N directly from performance of the Agreement and related to personal injury or death, or damage to personal tangible property that is rn alleged to have been caused by the negligence or willful misconduct of the responsible party. To the extent permitted under law, Customer also agrees to be responsible for all third party claims for damages, liabilities, or expenses, including reasonable attorneys' > fees against CenturyLink, its Affiliates, and contractors, related to the modification or resale of the Services by Customer or End Users, or any AUP violation. Collier County's liability is subject to the limitations of Section 768.28, Fla. Stat, Florida's Sovereign Immunity law. 11. Termination. f4 11.1 Service. Either party may terminate an individual Service or a Service Exhibit: (a) in accordance with the individual Service Exhibit's term requirements with 60 days' prior written notice to the other party, or(b)for Cause,or(c)Convenience. 11.2 Agreement. Either party may terminate the Agreement and all Services for Cause or Convenience by providing written notice c to the other party of its intention not to renew the Agreement at least 60 days prior to the expiration of the then current Term. Cause to c terminate an individual Service Exhibit will not constitute Cause to terminate the Agreement; rather, Cause to terminate the entire Agreement for Service-related claims will exist only if Customer has Cause to terminate all or substantially all of the Services under the w applicable SLA, Service Exhibit, RSS or Tariff. In the event that the Agreement is terminated, CenturyLink may invoice the Customer for E the Services provided to Customer through the date of termination, including any unrecovered construction charges and third party F charges. CenturyLink shall not be entitled to any other or further recovery against the Customer, including, but not limited to, any ,, damages or any anticipated profit on portions of the services not performed or materials not provided. 11.3 Unpaid Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 12. Non-Appropriations. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 13. Miscellaneous. 13.1 General. The Agreement's benefits do not extend to any third party(e.g.,an End User). If any term of the Agreement is held unenforceable,the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or SLA, neither party's failure to exercise any right or to insist upon strict performance of any provision of the Agreement is a waiver of any right under the Agreement, The terms and conditions of the Agreement regarding confidentiality, the Responsibilities Section, limitatioryegf) Page 2 of 29 ©CenturyLink, Inc.All Ri ' N235613 CONFIDENTIAL Packet Pg. 1402 16.E.10.d CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT County Agreement#16-6665 liability,warranties, payment,dispute resolution, and all other terms of the Agreement that should by their nature survive the termination of the Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event. 13.2 Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply in descending order of control: Service Exhibit, this Agreement, and any Order Form. If Services are provided pursuant to a Tariff, RSS, or ISS as described in the applicable Service Exhibits, the order of precedence will apply in the following descending order of control: Tariff, Service Exhibit,the Agreement, RSS, ISS,and Order Form. 13.3 Independent Contractor. CenturyLink provides the Services as an independent contractor. The Agreement will not create an employer-employee relationship, association,joint venture, partnership, or other form of legal entity or business enterprise between the parties,their agents,employees or affiliates. 13.4 ARRA. Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act or 2 other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless 2 each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement. co 13.5 HIPAA. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not N limited to any confidential health related information of Customer's clients, which may include group health plans, that constitutes 8 Protected Health Information("PHI"), as defined in 45 C.F. R. §160.103 under the Health Insurance Portability and Accountability Act of 'E 1996("HIPAA Rules"). To the extent that any exposure to PHI is incidental to CenturyLink's provision of Service and not meant for the in purpose of accessing, managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR = 164.502(a)(1)(iii). C 13.6 Installation,Maintenance and Repair (a) Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of a complete Order Form. (b) Customer will reasonably cooperate with CenturyLink or its agents to install, maintain, and repair Services. Customer will E provide or secure at Customer's expense appropriate space and power; and rights or licenses if CenturyLink must access the building o of Customer's premises to install, operate, or maintain Service or associated CenturyLink equipment.CenturyLink may refuse to install, U maintain, or repair Services if any condition on Customer's premises is unsafe or likely to cause injury. co ti c Customer is responsible for any facility or equipment repairs on Customer's side of the demarcation point. Customer may v request a technician dispatch for Service problems. Before dispatching a technician, CenturyLink will notify Customer of the dispatch fee. CenturyLink will assess a dispatch fee if it determines the problem is on Customer's side of the demarcation point or was eh not caused by CenturyLink's facilities or equipment on CenturyLink's side of the demarcation point. 13.7 Governing Law; Dispute Resolution. (a) Billing Disputes. Payments disputes will be handled in compliance with Chapter 218.70,et seq., Fla. Stats.,otherwise known m as the"Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. (b) Governing Law; Forum. The Agreement will be governed by the laws of the State in which the Customer's principal office is ct located without regard to its choice of law principles. Any legal proceeding relating to the Agreement will be brought in a U.S. District Court,or absent federal jurisdiction, in a state court of competent jurisdiction,in Collier County, Florida. (c) Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally >, waives its right to a jury trial and any right to pursue any claim or action relating to the Agreement on a class or consolidated basis or in 2 a representative capacity. (d) Limitations Period.Any claim relating to the Agreement must be brought in compliance with Section 95.11 Fla. Stat. 13.8 No Resale; Security. Customer represents that it is not a reseller of any telecommunication services provided under this Agreement as described in the Telecommunications Act of 1996, as amended, or applicable state law and acknowledges it is not U entitled to any reseller discounts under any laws. CenturyLink has adopted and implemented,and will maintain,a corporate information security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The E CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink's standard s service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data. 13.9 Assignment. The parties may not assign any rights or obligations under the Agreement or an Order without prior written consent, pursuant to Collier County Procurement Ordinance,as amended. 13.10 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties' authorized representatives. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CenturyLink may change features or functions of its Services; for material changes that are adverse to Customer, CenturyLink will provide 30 days' prior written notice, but may provide a shorter notice period if the change is based on Regulatory Activity. CenturyLink may amend,change, 1r withdraw the Tariffs, RSS, ISS or AUP, with such updated Tariffs, RSS, ISS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements. 13.11 Websites. References to websites in the Agreement include any successor websites designated by CenturyLink. Page 3 of 29 ©CenturyLink, Inc.All N235613 CONFIDENTIAL Packet Pg. 1403 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT County Agreement#16-6665 13.12 Required Notices. Unless provided otherwise in the Agreement,all required notices to CenturyLink must be in writing,sent to 1801 California St., #900, Denver, CO 80202; Fax:888-778-0054;Attn.: Legal Dept., and to Customer as provided above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail;or(c)when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 13.13 Service Termination Notices. Customer's notice of termination for CenturyLink QCC Services must be sent via mail, facsimile or e-mail to: CenturyLink, Attn.: GBM Disconnects, 112 Sixth St., Bristol, TN 37620, Fax: 866.887.6633, e-mail: GBMdisconnects a(�.CenturvLink.com. Such termination is effective 30 days after CenturyLink's receipt of the notice, unless a longer period is otherwise required. For Services under the Select Advantage Service Exhibit, Customer must call the customer care number specified on Customer's invoice to provide notice of termination. 13.14 Entire Agreement. The Agreement (including any applicable Service Exhibit, CenturyLink accepted Order Forms, and all referenced documents) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or ca understandings relating to the same service,ports, or circuits at the same locations as covered under the Agreement. m co 14. Definitions. "Affiliate"means any entity controlled by, controlling,or under common control with a party. y "AUP"means the Acceptable Use Policy incorporated by this reference and posted at http://www.centurylink.com/legal/. U "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a)for ui payment defaults by Customer,within five days of separate written notice from CenturyLink of such default;or(b)for any other material c breach,within 30 days after written notice. o "CenturyLink QCC" means the former Qwest Communications Company, LLC d/b/a CenturyLink QCC. On April 1, 2014, CenturyLink completed an internal reorganization resulting in the merger of multiple CenturyLink owned companies into Qwest Communications = Company, LLC. Simultaneously with the merger, Qwest Communications Company, LLC changed its name to CenturyLink E Communications, LLC. The term "CenturyLink QCC" refers to the former "d/b/a CenturyLink QCC" company and not to any other c CenturyLink owned companies now a part of CenturyLink Communications, LLC. "Confidential Information"means any information that is not generally available to the public,whether of a technical, business, or other U nature, (including CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret m information of the disclosing party; or(b) is of such a nature that the receivingN party should reasonably understand that the disclosing party desires to protect the information from disclosure. Confidential Information will not include information that is in the public domain through no breach of the Agreement by the receiving party or is already known or is independently developed by the receiving party. M "Convenience"means any reason other than for Cause. a "CPE"means any customer equipment,software,and/or other materials of Customer used in connection with the Service. it "CPNI" means Customer Proprietary Network Information, which includes confidential account, usage, and billing-related information about the quantity,technical configuration, type,destination, location, and amount of use of a customer's telecommunications services. CPNI reflects the telecommunications products, services, and features that a customer subscribes to and the usage of such services, 0 including call detail information appearing in a bill. CPNI does not include a customer's name,address,or telephone number. "End User" means Customer's members, end users, customers, or any other third parties who use or access the Services or the > CenturyLink network via the Services. .o co "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of R God, fire, explosion,-lightning, hurricane, labor dispute, cable cuts by third parties, acts of terror, material shortages or unavailability, c government laws or regulations,war or civil disorder,or failures of suppliers of goods and services. "ISS" means CenturyLink's Information Services Schedule incorporated by this reference and Y_ http://www.centurylink.com/tariffs/cic info services.pdf. posted at: _ "MRC"means monthly recurring charge. �' "NRC"means nonrecurring charge. c a> "Order Form"includes both order request forms and quotes issued by CenturyLink. If a CenturyLink service requires a quote to validate the Order Form pricing,the quote will take precedence over the order request form, but not over the Service Exhibit. c "Regulatory Activity"is a regulation or ruling by any regulatory agency,legislative body or court of competent jurisdiction. E "RSS" means as applicable CenturyLink's Rates and Services Schedules incorporated by this reference and posted at 5 http://www.centurylink.com/tariffs/fcc cic ixc rss no 2.pdf for CenturyLink's International RSS and at v http://www.centurylink.com/tariffs/fcc dc ixc rss no 3.pdf for CenturyLink's Interstate RSS. Q "SLA"means the service level agreement applicable to a Service as described in a Service Exhibit. "State"means one of the 50 states of the United States or the District of Columbia. "Tariff' includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at http://www.centurylink.com/tariffs. "Tax" or "Taxes" means foreign, federal, state, and local excise, gross receipts, sales, use, privilege, or other tax (other than net income)now or in the future imposed by any governmental entity (whether such Taxes are assessed by a governmental authority directly upon CenturyLink or the Customer) attributable or measured by the sale price or transaction amount, or surcharges, fees, and other similar charges that are required or permitted to be assessed on the Customer. These charges may include state and federal Carrier Universal Service Charges,as well as charges related to E911,and Telephone Relay Service. C,B N235613 Page 4 of 29 ©CenturyLink, Inc.All Ric' ' CONFIDENTIAL Packet Pg. 1404 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT DOMESTIC CENTURYLINK IQ®NETWORKING SERVICE EXHIBIT 1. General. Domestic CenturyLink IQ® Networking Service ("Service") is provided by CenturyLink QCC under the terms of the Agreement,this Service Exhibit,and any signed quotes between CenturyLink QCC and Customer. 2. Service. 2.1 Description. Service is a data, IP, and a network management solution that is designed for connectivity between Customer's sites or public Internet connectivity. 2.2 Ports. CenturyLink offers Service in the following port("Port")types: (a) Internet Port. Internet Ports provide public Internet connectivity. CO cc cc (b) Private Port. Private Ports provide WAN connectivity between Customer sites. Customer may allocate Private Port traffic up cn to 10 different closed user groups. Customer may request more than 10 point-to-point closed user groups for an additional charge. y Quality of service ("QoS") traffic prioritization can be used with Private Ports. Ethernet Private Ports with real-time traffic that require QoS are subject to local access limitations. — a) (c) Enhanced Port. Enhanced Ports provide the functionality of both an Internet Port and a Private Port in a consolidated e7 solution. o 0 t. (d) CenturyLink IQ® + Port. A CenturyLink IQ + Port is a bundled solution that includes the following: (i) the functionality of a Private Port, (ii) Local Access, (iii) Monitor and Notification for a CenturyLink provided or approved router, other than for a CenturyLink g ' IQ + Port using CenturyLink Data Center Access, (iv) End-to-End Performance Reporting, and(v) optional CenturyLink provided router E as Rental CPE and Priority Queuing. The Local Access and CenturyLink provided router for domestic Service are subject to the Local E Access Service Exhibit and CenturyLink Rental CPE Service Exhibit (including the applicable Detailed Description), respectively. 8 Customer may provide a router approved by CenturyLink. Domestic Service with a CenturyLink provided router includes 8x5 NBD •• maintenance using Pro-MET® Remote Standard Service or 24x7 on-site maintenance using Pro-MET® On-Site Premium Service at n Customer qualified sites. CenturyLink may use repackaged Rental CPE or substitute the Rental CPE with other CPE. Customer is N responsible for any trouble shooting and repair of equipment on Customer's side of the router. Domestically, a CenturyLink IQ+Port is only available in a CenturyLink determined data center. c•', w ' ( 2.3 Network Management Service. CenturyLink Network Management Service("NMS") is a feature available for all Ports except o for a CenturyLink IQ + Port using CenturyLink Data Center Access. Select Management or Comprehensive Management is available m with domestic Ports. The feature provides performance reporting, change management, configuration management, fault monitoring, L management and notification of CPE and network related issues. Except for CenturyLink IQ + Ports, CenturyLink will provide Select Management with each domestic Port unless (a) Customer notifies its CenturyLink sales representative that Customer opts out of w Select Management for that Port or(b)Customer chooses Comprehensive Management for that Port,Customer may also request NMS m management features for devices not associated with a CenturyLink IQ Networking Port in domestic locations with CenturyLink's prior approval.The NMS management types are set forth in more detail below. > (a) Monitor and Notification. Monitor and Notification is included with CenturyLink IQ + Ports other than for a CenturyLink IQ + R Port using CenturyLink Data Center Access and is an optional NMS feature for the other Port types. CenturyLink will monitor the o Customer devices 24x7x365 for up/down status using ICMP ping. CenturyLink will notify Customer if no response is received for a — designated period. NMS will not provide any troubleshooting and incident resolution for device or network faults."Monitor&Notification" _ is the only NMS option available for devices that do not support SNMP and/or are not certified for NMS. (b) Select Management. Select Management includes 24x7x365 up/down monitoring as well as 24x7x365 remote performance c monitoring, reporting, and ticketing via an NMS online portal for devices supported by CenturyLink, fault monitoring, management, and °' notification (detection, isolation, diagnosis, escalation and remote repair when U 9 p � possible), change management supported by CenturyLink(up to 12 changes per year), asset management(device inventory), and configuration management(inventory of customer c physical and logical configuration). Customer must make change management requests via Control Center at https://controlcenter.centurylink.com. Select Management only supports basic routing functions. NMS does not include new CPE initial t configuration, lab testing, lab modeling, or on-site work of CPE. The NMS supported device list and a standard change management co list are available on request and are subject to change without notice. Q (c) Comprehensive Management. Comprehensive Management includes all of the Select Management features as well as total customer agency and change management (up to 24 configuration changes per year) of complex routing functions within routers, switches, and firewall modules. This includes configuration and management of complex routing, switching, device NIC cards, firewall 4 module configurations, and basic router internal firewall functions. CenturyLink acts as the Customer's single point of contact in managing the resolution of all service, device,and transport faults covered by Comprehensive Management and will work with any third party hardware and/or transport providers the Customer has under contract until all network issues are successfully resolved. With Internet security protocol ("IPSec"), CenturyLink can configure full mesh, partial mesh,or hub-and-spoke topologies with secure tunnels for remote communication between Customer locations. IPSec is only available on approved Cisco and Adtran devices. IPSec opportunities greater than 25 devices or with other manufacturer's devices require CenturyLink approval before submitting an order. CV) Page 5 of 29 ©CenturyLink, Inc.All inhtc Racaniarl N235613 CONFIDENTIAL Packet Pg. 1405 Nor 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT DOMESTIC CENTURYLINK IQ®NETWORKING SERVICE EXHIBIT (d) CenturyLink Responsibilities. For NMS, CenturyLink will provide Customer with a nonexclusive service engineer team, which will maintain a Customer profile for the portion of the Customer's network where the devices covered by NMS reside. CenturyLink will work with Customer to facilitate resolution of service affecting issues with Select Management or Comprehensive Management. (e) Customer Responsibilities. (i) Customer must provide all information and perform all actions reasonably requested by CenturyLink in order to facilitate installation of NMS. If Customer limits or restricts CenturyLink's read/write access to a device, CenturyLink cannot support configuration backups. Customer is responsible for supporting CenturyLink in access, troubleshooting, and configuration requests `made in accordance with normal troubleshooting and repair support activities. For Out-of-Band management related to fault coo isolation/resolution, Customer will provide and maintain a POTS line for each managed device. "Out-of-Band" means a connection between two devices that relies on a non-standard network connection, such as an analog dial modem, which must be a CenturyLink co certified 56k external modem. Additionally, Customer will provide a dedicated modem for each managed device. It is not mandatory that Customer have a POTS line but Customer must understand that CenturyLink will not be able to troubleshoot issues if the device 3 covered by NMS cannot be reached. Service related outages requiring access to the device for troubleshooting and repair purposes '3 will impact the eligibility of any associated SLA credits. ai (ii) For Comprehensive Management, Customer must execute the attached Letter of Agency (Attachment 1) to authorize o CenturyLink to act as Customer's agent solely for the purpose of accessing Customer's transport services. U (iii) Depending on transport type, Customer's managed devices must comply with the following set of access requirements: (A)for -g NMS delivered via IP connectivity with an Internet Port or other public Internet service, devices must contain an appropriate version of E OS capable of establishing IPsec VPNs; and (B) for NMS delivered with a Private Port, CenturyLink will configure a virtual circuit to E access Customer's device at no additional charge. CenturyLink will add the NMS network operations center to the Customer closed user group to manage the devices within Customer's network. m s~ (iv) Customer must provide a routable valid IP address to establish the NMS connection. Customer's primary technical interface person must be available during the remote installation process to facilitate installation of NMS. All Customer devices managed under NMS must be maintained under a contract from a CenturyLink approved onsite CPE maintenance provider. The response times for ih which Customer contracts with its CPE maintenance provider will affect CenturyLink's timing for resolution of problems involving c Customer provided devices. The performance of the CPE maintenance provider is Customer's responsibility. m 2.4 End-to-End Performance Reporting. End-to-End Performance Reporting is a feature included with Private Ports,the Private Port functionality of Enhanced Ports and CenturyLink IQ + Ports, except for Ports with VPLS. Customer must include CenturyLink as a Fon member of each closed user group. The feature includes a report based on data collected from Customer's traffic within its closed user m groups and measures availability,jitter, latency, and packet delivery between Customer's edge routers, between CenturyLink's routers, and between Customer's edge routers and CenturyLink's routers. The data contained in the report is measured differently than the c goals contained in the SLA applicable to the Service and is for informational purposes only. Customer is not entitled to SLA credits > based on the data in the report. Customer may access the report in the Control Center portal. Some quote forms or other associated documents may use"End-to-End Performance Monitoring"to mean"End-to-End Performance Reporting". R 2.5 Multicast. Multicast is an optional feature for Private Ports and the Private Port functionality of Enhanced Ports. The feature enables IP multicast on the CenturyLink IP network. Customer must configure its edge devices with CenturyLink designated multicast c protocol specifications and use the CenturyLink designated IP address range for Customer's multicast applications. The standard , feature allows up to ten sources of multicast traffic per Customer, but CenturyLink may permit a limited number of additional sources. 2.6 Secure IP Gateway. Secure IP Gateway("SIG")is an optional feature for Enhanced Ports. SIG adds a network based firewall feature to an Enhanced Port and supports Customer defined network address translation policies and firewall rule sets. 2.7 VPLS. Layer 2 virtual private LAN service ("VPLS") is optional feature for Private Ports only. Private Ports with VPLS are E supported on CenturyLink-certified Cisco equipment and are limited to the following connection and encapsulation methods: Ethernet -_ 10 Mbps, 100 Mbps, 1000 Mbps with Ethernet encapsulation; DS1 and DS3 with Frame Relay encapsulation, and OC3 with ATM 2, encapsulation. The following features are not available with Private Ports with VPLS: (a) usage reports; (b) the Precise Burstable or Data Transfer pricing methodologies; (c)the SLA's Reporting Goal; (d)VPN Extensions and(e) End-to-End Performance Reporting. 2.8 VPN Extensions.A VPN Extension is an optional feature for layer 3 multi protocol label switching ("MPLS") Private Ports and Enhanced Ports. The feature allows Customer to extend its Layer 3 MPLS closed user groups to Customer locations that are not served by CenturyLink's MPLS network ("Remote Location"). Customer can establish a tunnel through the Internet between the Customer's CPE at the Remote Location (separately purchased and managed by Customer) and the CenturyLink network device.The Customer provided CPE must support the CenturyLink service configurations and be installed as designated by CenturyLink or as otherwise agreed upon by the parties. Customer is responsible for the installation, operation, maintenance, use and compatibility of the Remote Location CPE. Customer will cooperate with CenturyLink in setting the initial configuration for the Remote Location CPE interface with the VPN Extension Service. Customer must use IP connectivity at the Remote Location that includes a static public IP address. Page 6 of 29 ©CenturyLink, Inc.All D;..I.+- N235613 CONFIDENTIAL Packet Pg. 1406 1 6.E.1 0.d CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT DOMESTIC CENTURYLINK IQ°NETWORKING SERVICE EXHIBIT a) Exclusions. CenturyLink will not debug problems on, or configure any internal or external hosts or networks (e.g., routers, DNS servers, mail servers, www servers, and FTP servers). All communication regarding the VPN Extension must be between CenturyLink and a Customer approved site contact that has relevant experience and expertise in Customer's network operations. The following features are not available with VPN Extensions: (i) End-to-End Performance Reporting; (ii) QoS; (iii)VPLS; and (iv) Multicast. VPN Extensions are not subject to the SLA. 2.9 Backbone Prioritization/Priority Queuing. Backbone Prioritization and Priority Queuing is an optional feature available with individual domestic Private Ports and CenturyLink IQ + Ports respectively. When this feature is configured on such Port, traffic originating from that Port will be designated at a higher class of service to the CenturyLink IP network than traffic originating from co— Private Ports or CenturyLink IQ+Ports without the feature or Internet Ports. If Customer desires the feature for traffic between two or more such Ports, the feature must be ordered for each such Port. The benefit from this feature is realized during periods of high co network congestion.The feature may not be available at all locations or with Multicast in certain circumstances. w 3. Ordering. For purposes of this Service Exhibit, "Order Form" means an electronic order confirmation process using an architecture confirmation document ("ACD") or other document that Customer and CenturyLink mutually agree to prior to submitting a '` Service order request. CenturyLink must approve each Order Form and Customer must send it via e-mail, fax, or other CenturyLink- e approved electronic process to CenturyLink. Subject to availability, CenturyLink will assign /29 Internet address space for Customer during the use of a Port. Neither Customer nor any End Users will own or route these addresses. Upon termination of Service, o Customer's access to the IP addresses will cease. If Customer requests special sequencing for Port installation, Customer must designate a Key Port. A"Key Port" is a Port that must be available on the network before adding additional domestic Port locations. 2 The installation of the Key Port will determine the timelines for the installation of other domestic Ports. Customer may designate one o Key Port within its CenturyLink IQ Networking network topology by notifying CenturyLink in writing of that request. Unless the parties E otherwise agree in writing, Customer has sole responsibility for ordering, securing installation and ensuring proper operation of any and E all equipment required to enable Customer to receive the Service. 4. Charges. Customer must pay all applicable MRCs and NRCs set forth in an attached pricing attachment,offer attachment, or ti a valid signed CenturyLink issued quote. For CenturyLink IQ + Ports only, the rates for the (a) Local Access, (b) Monitor and Notification (if included with a CenturyLink IQ + Port) and (c) optional Rental CPE and Priority Queuing are presented with the Port rates. Charges will commence within five days after the date CenturyLink notifies Customer that Service is provisioned and ready for r?„ use ("Start of Service Date"). Customer may order multiple Ports with multiple pricing methodologies in accordance with the pricing c iethodologies set forth below. Customer may change the pricing methodology (e.g., from Flat Rate to Precise Burstable)of a Port if: °' a)the Port's new MRC remains the same or greater than the old MRC, and (b)the Port starts a new Service Term that is equal to or w greater than the remaining number of months in the old Service Term, subject to a 12 month minimum. CenturyLink may change rates E after the completion of a Port's Service Term with 60 days' notice. The net rate MRCs set forth in the pricing attachment, offer attachment or valid signed CenturyLink issued quote will be used to calculate Contributory Charges. Net rate MRCS are lieu of all other & rates,discounts, and promotions.The End-to-End Performance Reporting,VPN Extension, SIG and Multicast features are provided on s a month-to-month basis and either party may cancel a feature with 30 days' prior written notice to the other party. CenturyLink may upon 30 days prior written notice to Customer modify those features, including without limitation,their rates. 4.1 Pricing Methodologies. (a) Flat Rate. The Flat Rate pricing methodology bills Customer a specified MRC for a given Port speed regardless of Customer's actual bandwidth utilization. (b) Tiered. The Tiered pricing methodology caps Customer's bandwidth at the tier specified on an Order Form and bills the Customer a fixed MRC based on that bandwidth tier regardless of Customer's actual bandwidth utilization. No more than once per c month, Customer may change its specific bandwidth tier (e.g., 2 Mbps to10 Mbps) within the applicable Port classification (e.g., Ethernet, Fast Ethernet). Customer may not change its bandwidth from one Port classification to another. .� (c) Precise Burstable. Usage samples are taken every five minutes throughout the monthly billing cycle. Only one sample is E captured for each five-minute period, even though there are actually two samples taken; one for inbound utilization and one for v outbound utilization. The higher of these two figures is retained. At the end of the billing period,the samples are ordered from highest ;o to lowest. The top 5%of the samples are discarded. The highest remaining sample is used to calculate the usage level, which is the Q 95th percentile of peak usage. For each Precise Burstable Port, Customer will pay an MRC calculated by multiplying Customer's 95th percentile of peak usage in a given month by the applicable MRC per Mbps. There is a minimum usage amount within each Precise Burstable Port classification ("Precise Burstable Minimum").Customer will be billed the greater of the Precise Burstable Minimum or the actual charges based upon its 95th percentile of peak usage. (d) Data Transfer. Usage samples are taken every five minutes throughout the Customer's monthly billing cycle. Samples are taken for both in-bound utilization and out-bound utilization. Customer will be billed for the sum total of both inbound and outbound •itilization. Charges are applied using a stepped or"metered" methodology such that Customer's traffic will be billed incrementally at ;ach volume tier. For example, if Customer's total volume on a DS1 circuit is 10 GB,the first 7 GB of such total would be billed at the 0-7 GB tier, and the remaining 3 GB would be billed at the 7.01-17 GB tier. For each Data Transfer Port ordered hereunder, Customer will pay an MRC calculated by multiplying Customer's volume of data transferred in a given month (in GBs) by the applicable MRC per Page 7 of 29 ©CenturyLink, Inc.All 12'1-- - __ N235613 CONFIDENTIAL Packet Pg. 1407 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT DOMESTIC CENTURYLINK IQ®NETWORKING SERVICE EXHIBIT GB. Within each Data Transfer Port classification (e.g., DS1, DS3), Customer will be subject to the minimum usage amount set forth in the column heading of the applicable Data Transfer pricing table ("Data Transfer Minimum"). Customer will be billed the greater of the Data Transfer Minimum or the actual charges based upon its actual volume of data transferred. Data Transfer pricing is only available if Customer's premises-based router uses HDLC, PPP,or MLPPP line encapsulation. 5. Term; Cancellation. 5.1 Term. The term of an individual Port (and associated features/Services, if applicable) begins on the Start of Service Date for that Port and continues for (a) the service term shown on the valid signed CenturyLink issued quote or the pricing attachment for CenturyLink IQ + Ports or(b), three years for other domestic Ports (each a"Service Term"). If Service is installed at multiple Customer locations or with multiple Ports at a Customer location, each separate Port(and associated features/Services)will have its own Start of 2 Service Date. Upon expiration of a Service Term, CenturyLink IQ+ Ports and other domestic Ports (and associated features/Services) m will remain in effect on a month-to-month basis until canceled by either party with 60 days'notice. cc 5.2 Cancellation. If a Port and associated features/Services is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of its Service Term or Upgrade Service Term (as described in the"Upgrades" section), upon cancellation '> of a Service, Customer will remain liable for charges accrued but unpaid as of the cancellation date. 5.3 Waiver of Cancellation Charges. c 0 (a) Upgrades. CenturyLink will waive the Cancellation Charges for a domestic Port if Customer: (i) upgrades a Port to another U Port with a higher bandwidth (e.g., from a DS1 to a DS3) within the same pricing methodology and the new Port's MRC (with Local 5 Access) is equal to or greater than the combined MRCs of the Port and the associated Local Access Service being terminated; (ii) E upgrades the Port type to a higher Port type (e.g., from an Internet Port to a Private Port or an Enhanced Port)within the same pricing o methodology; or (iii) upgrades any Port to a CenturyLink IQ + Port. All upgraded Ports must start a new Service Term equal to or V greater than the replaced Port's remaining Service Term, subject to a 12 month minimum("Upgrade Service Term"). In some cases an upgrade to a Port may trigger a Local Access charge under the Local Access Service Exhibit. Customer can upgrade a CenturyLink IQ rr.° + Port from 8x5 NBD Remote to 24x7 On-Site maintenance or upgrade a CenturyLink IQ + Port's NMS feature to Select Management N or Comprehensive Management without restarting the Service Term. M (b) Migration to Other CenturyLink Services. CenturyLink will waive the Cancellation Charges for a domestic Port if Customer c migrates the Port to new Analog VoIP Service or Data Bundle Solutions (a "New Service") as long as: (i) the New Service's MRC is equal to or greater than the combined MRCs of the Port and the associated Local Access Service being terminated; (ii) the New w Service's minimum service term is at least as long as the then remaining Service Term of the Port being terminated; and (iii) the New a� Service is available. ca m a' 6. Additional Disclaimer of Warranty. In addition to any other disclaimers of warranty stated in the Agreement, CenturyLink co makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that t the performance of the Services will render Customer's systems invulnerable to security breaches. Customer is responsible for > Customer's own network security policy(including applicable firewall and NAT policies)and security response procedures. 7, 7. E-mail Notification. Customer acknowledges and agrees that CenturyLink may contact Customer via e-mail at the e-mail address provided to CenturyLink when Customer ordered the Service for any reason relating to the Service, including for purposes of providing Customer any notices required under the Agreement. Customer agrees to provide CenturyLink with any change to its e mail c address. 8. AUP. All use of the Services must comply with the AUP located at http://www.centurylink.com/legal/, which is subject to c change. CenturyLink may reasonably change the AUP to ensure compliance with applicable laws and regulations and to protect �j CenturyLink's network and customers. Any changes to the AUP will be consistent with the purpose of the AUP to encourage responsible use of CenturyLink's networks,systems, services,Web sites, and products. c 9. SLA. Ports other than CenturyLink IQ+ Ports are subject to the CenturyLink IQ Networking Service Level Agreement("SLA"), - CenturyLink IQ + Ports are subject to the CenturyLink IQ + Port SLA and the NMS feature is subject to the NMS SLA. Each SLA is , located at http://www.centurylink.com/legal/ and subject to change. For Customer's claims related to Service or NMS feature d deficiencies, interruptions or failures, Customer's exclusive remedies are limited to those remedies set forth in the applicable SLA. Page 8 of 29 ©CenturyLink, Inc. All Rim".^ o^^ LC N235613 CONFIDENTIAL Packet Pg. 1408 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT DOMESTIC CENTURYLINK IQ®NETWORKING SERVICE EXHIBIT PRICING ATTACHMENT 1. Pricing 1,1 Port Pricing Tables.Some Port types or Port speeds may not be available in all areas or with certain types of access. (a) Tiered Pricing. Tiered Gigabit Ethernet(1000 Mbps) Net Rate MRC Install NRC ,n Internet Port Other Access tO 100 Mbps $580.00 $0 '$ 200 Mbps $1,103.00 $0 �O 300 Mbps $1,378.00 $0 500 Mbps $1,833.00 $0 1000 Mbps $2,485.00 $0 1.2 NRC Discounts. (a) NRC Waiver. So long as Customer is not in default of any obligations under the Agreement, CenturyLink will waive the Install 0 NRCs for Internet Ports and Private Ports. The Internet Ports and Private Ports must remain installed for at least 12 months. Enhanced Ports are not eligible for any waiver or discount off Install NRCs. E E 2. 10 Gigabit Ethernet Internet Port Description and Pricing. 10 Gigabit Ethernet Internet Ports provide Customer with access to 0 U the Internet. A 10 Gigabit Ethernet Internet Port's peak usage cannot exceed the Bandwidth Tier that is agreed upon between .. Customer and CenturyLink. "Bandwidth Tier" means the maximum bandwidth usage allowed on a 10 Gigabit Ethernet Internet Port; n CenturyLink will not deliver traffic that exceeds the Bandwidth Tier. Customer understands that the SLA does not apply to any non- N delivered traffic that results from exceeding the Bandwidth Tier limit. The Bandwidth Tier is indicated by checking the applicable checkbox in the pricing tables shown below. All 10 Gigabit Ethernet Internet Ports are subject to availability, and any additional 10 Gigabit Ethernet Internet Ports must be ordered via an amendment. (a) Tiered. y Tiered 10 Gigabit Ethernet(10,000 Install MRC Net Rate NRC Bandwidth Tier Mbps)Internet Port Other Access (Indicate the Bandwidth Tier by checking the box) rn 2000 Mbps $4,600.00 $0 0 5000 Mbps $8,000.00 $0 ❑ y 0 R 0 a" c a) U CAOa) E 0 Cs Page 9 of 29 ©CenturyLink, Inc.All R'ahts Reserved N235613 CONFIDENTIAL Packet Pg. 1409 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT DOMESTIC CENTURYLINK IQ®NETWORKING SERVICE EXHIBIT ATTACHMENT I COMPREHENSIVE MANAGEMENT LIMITED LETTER OF AGENCY between Collier County BOCC ("Customer") and CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC ("CenturyLink") in This limited letter of agency("LOA") hereby authorizes CenturyLink to act as the Customer's agent for the limited purpose of contacting ts Customer's designated Local Exchange Carrier ("LEC"), Interexchange Carrier ("IXC"), Internet Service Provider ("ISP"), or customer cc premises equipment ("CPE") maintenance provider in conjunction with CenturyLink Network Management Service. Network !- Management Service activities will consist of working with Customers LEC, IXC, ISP, and/or CPE maintenance provider for the ai of: 5 purpose (a)extracting information concerning transmission data elements carried over Customer's network connection; (b) �> identifying Customer's links or data link connection identifiers ("DLCIs"); (c) opening, tracking, and closing trouble tickets with the LEC, IXC, ISP, or CPE maintenance provider on Customer's transport links or CPE when an alarm or fault has been detected; (d)dispatching CPE repair personnel on behalf of Customer to CPE for which a fault has been detected; and (e) discussing fault o information with the LEC, IXC or CPE maintenance provider on behalf of Customer to facilitate resolution of the problem. CenturyLink does not assume any of Customer's liabilities associated with any of the services the Customer may use. E The term of this LOA will commence on the date of execution below and will continue in full force and effect until terminated with 30 E days written notice by one party to the other or until the expiration or termination of the Network Management Service. A copy of this LOA will, upon presentation to LEC, IXC, ISP, and/or CPE maintenance provider,as applicable, be deemed authorization ti for CenturyLink to proceed on Customer's behalf. N (NI M Customer Company Name ° Authorized Signature of Customer a) ca m am Print or Type Name ca Title is >, 0 Date c c m U c 0 E U CS N235613 Page 10 of 29 ©CenturyLink, Inc.All Rights Res CONFIDENTIAL v1.09 Packet Pg. 1410 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 1. General. CenturyLink QCC will provide Local Access Service("Service")under the terms of this Service Exhibit,the Agreement and the RSS. 2. Service Description and Availability. 2.1 Description. Service provides the physical connection between the Service Address and the CenturyLink Domestic Network. Service includes any entrance cable or drop wire to, and equipment maintained by CenturyLink at the Demarcation Point, but does not include CPE, Extended Wiring, inside wiring, or other equipment not maintained by CenturyLink. Customer is responsible for any additional terminations beyond the Demarcation Point. All equipment owned by CenturyLink remains property of CenturyLink. Customer disclaims any interest in any equipment, property or licenses used by CenturyLink to provide Service. CenturyLink will not provide Service to a residential location, even if business is conducted at that location. Service is not a standalone service and Customer must purchase the Service in connection with another CenturyLink service for which a local loop is required. co co 2.2 Types of Service Technologies. CenturyLink uses the following different technologies to provide Service. Some technologies or speeds may not be available in all areas or with certain types of Service. a) (a) Special Access. "Special Access"means Service using digital signal bandwidths DSO,DS1 and DS3 or Optical Carrier signal bandwidths 0C3, 0C12,0C48 and 0C192. cn (b) Ethernet Local Access ("ELA"). ELA is available at bandwidths varying from 1 Mbps to 1,000 Mbps (1G) and 10G (Cross- g Connect Access only). ELA is available in the following options: Native Single-Class-of-Service(CoS) Low, Native Single-CoS Medium, Native Single-CoS High, Native Multi-CoS, ELA over SONET,or Ethernet Virtual Access("EVA"). "Native Single-CoS Low"is a layer 2, c) switched,native service using a standard Ethernet offering from the local access provider. Native Single-CoS Low is not recommended for use with critical applications (i.e. voice), but is ideal for non-critical applications (i.e. Internet and email traffic). "Native Single-CoS E Medium" is a layer 2, switched, native service using a better-than-standard Ethernet offering from the local access provider. Native E Single-CoS Medium is ideal for a combination of non-critical and/or critical applications;typically varying voice,video,and data. "Native U Single-CoS High" is a layer 2, switched, native service using the best Ethernet offering from the local access provider. Native Single- .. CoS High is ideal for critical applications; typically predictable and reliable voice and data. Native Single-CoS Medium and Native Single-CoS High are only available with the following CenturyLink services: CenturyLink IQ®Networking Internet Port, Private Port or N Enhanced Port with Secure Internet Gateway, E-Line, or Ethernet Private Line ("EPL"). Native Single-CoS Medium or Native Single- -- CoS High circuit speed must match the maximum CenturyLink IQ Networking port, E-Line, or EPL bandwidth. "Native Multi-CoS" is a layer 2, switched, native service closely aligning the CenturyLink IQ Networking QoS and the local access provider's Ethernet class of E, ervice offering and is only available with CenturyLink IQ Networking Private Port or Enhanced Port with Secure Internet Gateway. At a) .ustomer's discretion, Native Single-CoS Low, Native Single-CoS Medium, Native Single-CoS High, or Native Multi-CoS may be used m to support CoS for critical applications(i.e. voice). "ELA over SONET"is a layer 1, SONET-based service. EVA is a layer 2, Ethernet- ?? based service that provides customers with a premium non-oversubscribed connection with Fast E and Gig E connection types. Customer may experience delayed installation intervals due to construction requirements and available bandwidths may be limited due y to distance and available Ethernet-supported facilities from the local access provider. (c) Wavelength Local Access. "Wavelength Local Access" means Service using wave division multiplexing technology. > Wavelength Local Access is available at bandwidths of 1 GbE, 10 GbE LAN PHY, 2.5 G (0C48), 10 GbE WAN PHY (0C192), 40G, OTU1, OTU2, OTU3, 1G,2G,4G and 10G. Cs (d) DSL Local Access. "DSL Local Access" means Leased Access using digital subscriber line ("DSL") technology. DSL Local 2 Access is available at bandwidths varying from 128 kbps/64 kbps to 15000 Mbps/1000 Mbps. Customer may experience delayed installation intervals due to Construction requirements and available bandwidths may be limited due to distance and available DSL- = supported facilities from the local access provider. (e) IP Connection. "IP Connection" is a Layer 3, symmetrical transport service that utilizes established dedicated IP and MPLS U transport technologies. When purchasing IP Connection, Customer agrees that it will use the IP Connection only for the provision of either(i)wireline broadband Internet access(as defined in applicable Federal Communications Commission orders and regulations), or c (ii) wireline broadband Internet access plus additional information services, with wireline broadband Internet access constituting a principal use. IP Connection provides connectivity between single Customer locations within an affiliate LEC metropolitan area and a .c "hub"location using industry standard dedicated IP and MPLS protocols. The transmission speed depends on the amount of bandwidth ca available at the respective Customer location, which may be dependent on available underlying technology at the location. Service is available over multiple designs, which may include but not be limited to symmetrical VDSL2 connectivity with MPLS transport supporting speeds up to 40/40mg and symmetrical GPON connectivity with MPLS transport supporting speeds up to 1G/1G, all providing an IP Connection over the given transport solution. 2,3 Types of Service. CenturyLink offers the following three types of Service: CenturyLink Provided Access, Customer Provided Access or Cross-Connect Access. N235613 Page 11 of 29 ©CenturyLink, Inc.All Rights Res C�j CONFIDENTIAL Packet Pg. 1411 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 2.3.1 CenturyLink Provided Access. "CenturyLink Provided Access"or"CLPA"means either On-Net Access or Leased Access. (a) On-Net Access. For On-Net Access, Customer must be located in a CenturyLink designated building in which On-Net Access is generally available. On-Net Access is generally available as Special Access (except at the DSO bandwidth), ELA, and Wavelength Local Access. Depending on the Service Address, On-Net Access may be provided through an existing CPOP, newly built CPOP, existing intra-building local loop facilities, or connections to a third party provider where CenturyLink coordinates the connectivity between CenturyLink facilities and facilities of a service provider with whom CenturyLink is interconnected. On-Net Access is subject to the On-Net Service Level Agreement located at http://www.centurylink.com/legal/,which is subject to change. (b) Leased Access. Leased Access is generally available as Special Access, ELA, Wavelength Local Access, and DSL Local Access at the bandwidths described in this Service Exhibit for those access types. Customer may request a specific local access provider for Leased Access from a list of available providers with whom CenturyLink has interconnect agreements. CenturyLink will 1(2 attempt to use the Customer requested provider, but both final routing and the provider actually used will be chosen by CenturyLink. 2 Where available for Special Access, ELA and Wavelength Local Access, Customer may request CenturyLink to provide a separate fiber facility path for a protection system between the local access provider's serving wire center and the Service Address ("Protect Route"). Protect Route uses backup electronics and two physically separate facility paths in the provisioning of Service. If the working facility or 2 electronics fail,or the Service performance becomes impaired,the facility is designed to automatically switch to the Service protect path .v in order to maintain a near-continuous flow of information between locations. Special Access and ELA are also generally available as a L central office meet point at a local access provider central office to which Customer has a dedicated connection. sal 2.3.2 Customer Provided Access. "Customer Provided Access" or "CPA" means a local loop that Customer orders from a local o access provider to connect Customer's premises to the CenturyLink Domestic Network at a connection point specified by CenturyLink. 2 CenturyLink will provide Customer with a limited letter of agency("LOA"),which is incorporated by this reference, authorizing Customer 'E to act as CenturyLink's agent so that Customer's local access provider will connect Customer's premises to the CenturyLink Domestic Network. Customer will also need to execute a CPA-DAR Addendum for CPA POP with ELA or Wavelength Local Access. Customer E will pay a CPA charge to CenturyLink when Customer uses the following: (a) Special Access CPA dedicated facilities or ELA CPA virtual local area network ("VLAN"), both of which are dedicated entrance facilities CenturyLink leases from a local access provider and that carry traffic only from CenturyLink; or (b) ELA CPA POP, which requires CenturyLink to provide space and power for the local cr, access provider to install Ethernet equipment; or (c)Wavelength Local Access. Customer will pay a CPA charge to CenturyLink when N Customer uses Special Access CPA non-dedicated facilities owned by local access providers and that carry traffic from multiple `=- carriers, including CenturyLink, if the provider charges CenturyLink for those facilities. CPA ELA VLAN is an access type where i-„-,- CenturyLink will provision and assign an Ethernet virtual circuit from a CenturyLink POP to a Customer designated Ethernet facility . leased from a common Ethernet service provider. This access will be used to connect to a CenturyLink VLAN assignment on a aw CenturyLink IQ Networking Internet or Private Port or E-Line. CenturyLink will not bill customer a CPA charge for an IP layer 3 E expansion site because Customer, not CenturyLink, is responsible for ordering a cross-connect from the IP layer 3 expansion site 2 manager to meet CenturyLink in the IP layer 3 expansion site's meet-me-room. CPA is the responsibility of Customer and CenturyLink rn will not pay for or troubleshoot components of CPA. C0 a) rn 2.3.3 Cross-Connect Access. "Cross-Connect Access" or "XCA" means: (a) an intra-POP connection between certain Customer 2 facilities with direct access to the CenturyLink Domestic Network and the CenturyLink backbone access point (either (i) located within CenturyLink's transport area where CenturyLink allows Customer to bring its own fiber directly to the CenturyLink fiber under an executed Direct Connect Agreement ("Direct Connect") or (ii) in an area where Customer has leased space in a CPOP, a remote _. collocation site, or a collocation hotel under a Telecommunications Collocation License Agreement or (b) a connection between a j, CenturyLink-determined data center and a CenturyLink IQ Networking Port, Optical Wavelength Service ("OWS"), or E-Line ("Data 2 Center Access") under an executed CenturyLink TS Service Exhibit with a CenturyLink IQ Networking, OWS or E-Line Service Exhibit. Data Center Access is available in bandwidths of 100 Mbps, 1G,and 10G (CenturyLink IQ Networking and OWS only). Direct Connect •- requires splicing of Customer and CenturyLink fibers and cross-connection of individual circuits. E' 2.4 RSS. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications aa) Commission regulations and represents while using the Service, more than 10%of its usage will be interstate usage. 3. Ordering. Upon acceptance of an order for a Service, CenturyLink will notify Customer of CenturyLink's target date for the delivery E of that Service ("Estimated Availability Date"). Once CenturyLink notifies Customer of the Estimated Availability Date for a Service, -� cancellation fees or Cancellation Charges set forth in the Cancellation section below will apply to any cancellation of that order. If Customer fails to respond to CenturyLink's requests to arrange for the installation of a Service when CenturyLink is ready, CenturyLink may consider the affected Service order canceled. CenturyLink will use commercially reasonable efforts to install each such Service on or before the Estimated Availability Date, but the inability of CenturyLink to deliver Service by such date is not a default under the Agreement or this Service Exhibit. 4. Charges. Customer will pay the net rates set forth in the attached pricing attachment or a quote for Service issued by CenturyLink if the rates for Service at a particular Service Address are not included in the pricing attachment, including all applicable ancillary service charges. CenturyLink invoices MRCs in advance and NRCs in arrears. If the Start of Service Date for any Service falls is on any day other than the first day of the month, the first invoice to Customer will consist of: (a)the pro-rata portion of the applicable iA► N235613 Page 12 of 29 ©CenturyLink, Inc.All Rights Reserved(90) CONFIDENTIAL Packet Pg. 1412 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT MRC covering the period from the Start of Service Date to the first day of the subsequent month; and (b)the MRC for the following month. Charges for Service will not be used to calculate Contributory Charges. Customer will receive the rates for Service as shown on the pricing attachment regardless of whether an NPA/NXX split or overlay occurs. 4.1 Ancillary Charges. Ancillary charges applicable to Service include but are not limited to those ancillary services set forth in this section. If an ancillary charge applies in connection with provisioning a particular Service, CenturyLink will notify Customer of the ancillary charge to be billed to Customer. Customer may either approve or disapprove CenturyLink providing the ancillary service. i (a) Expedite. A local loop expedite charge applies to orders where Customer requests the delivery of Service one or more days before the Estimated Availability Date. Customer may only request to expedite CenturyLink Provided Access of Special Access and ELA orders(where underlying local access provider allows CenturyLink QCC to order an expedited service.) (b) Extended Wiring. "Extended Wiring" means additional wiring required for orders where the Customer requested termination r point for Service is not located in the same location as the Demarcation Point. The Demarcation Point is typically located at a suitable c,; location in the basement or on the first floor of a Service Address where provision is made for termination of CenturyLink's outside r distribution network facilities. Customer may only request Extended Wiring for(i) Special Access ordered as Leased Access, (ii)DSL Local Access, (iii)Ethernet Local Access(where available),and(iv) IP Connection. (c) Construction. Construction charges apply if special construction is required to extend Service to a Demarcation Point not iii covered by Extended Wiring or other activities that may cause CenturyLink to incur expenses for provisioning the Service (e.g., special o arrangements of LEC facilities or equipment required to activate the Service) ("Construction"). If Customer does not approve of the Construction charges after CenturyLink notifies Customer of the charges,the Service ordered will be deemed cancelled. (d) Multiplexing. Customer may request multiplexing for Special Access where available. CenturyLink will multiplex lower level local g loop into a higher local loop, or vice-versa, for an additional charge. CenturyLink offers multiplexing at a CPOP, at an On-Net Access E building or at an ILEC/CLEC facility providing the Leased Access. For multiplexing at a CenturyLink On-Net Access building, CenturyLink provides multiplexed circuit handoffs to Customer at the same On-Net Access Service Address. For multiplexing at U0 ILEC/CLEC facility, CenturyLink facilitates the delivery of multiplexed circuit handoffs to Customer at a single Service Address or at ti multiple Service Addresses per Customer's request. Multiplexing is generally available at DS1 and OCn circuit levels. Pricing for N multiplexing at an ILEC/CLEC facility is on an individual case basis. M ,,„ (e) Changes. Ancillary change charge applies where Customer requests CenturyLink to change a local loop to a different Service c Address that is within the same Customer serving wire center as the existing local loop,but a Cancellation Charge does not apply. 5. Term;Cancellation. L a) 5.1 Term. The term of an individual Service begins on the Start of Service Date for that Service and continues for the number of ai months specified in the attached pricing attachment for a particular Service Address or a quote for Service issued by CenturyLink if the rates for Service at particular Service Address are not included in the pricing attachment("Initial Service Term"). Excluding voice loops c and Data Center Access with a month-to-month Initial Service Term, the Initial Service Term will not be less than 12 months. Upon > expiration of the Initial Service Term, Service will automatically renew for consecutive periods equal to the Initial Service Term length(a cr "Renewal Service Term"). CenturyLink may change rates at any time after the Initial Service Term, but will not change rates more than once during a Renewal Service Term. To 0 5.2 Cancellation. Upon cancellation of a Service,Customer will remain liable for(a)charges accrued but unpaid as of the cancellation date(includingMRCs, NRCs and Construction charges and other ancillarycharges), (b)the amount of anyNRCs that c 9 CenturyLink discounted or waived, if canceled during the first 12 months of the Initial Service Term and(c)any applicable cancellation fees and Cancellation Charges as set forth below. a) (a) Leased Access and On-Net Access—Cancellation Before the Start of Service Date. Customer will pay the cancellation fee U identified in the below table if cancellation of a Service order occurs before the Start of Service Date. If Customer accepted a Construction charge, Customer will also pay any unpaid Construction charges incurred by CenturyLink. If CenturyLink notifies a) Customer that Construction is required to provision a Service order and Customer cancels that order before the Start of Service Date because Customer disapproves of the Construction charge,the cancellation fee does not apply. Leased Access and On-Net Access Service Bandwidtht Before Start of Service Date Cancellation Fee DSO(Leased Access only), DS1, DSL Local Access speeds up to $150 NRC 1536 Kbps/1.024 Mbps • DS3,OCn, DSL Local Access speeds greater than 1536 Kbps/1.024 Mbps, all ELA speeds, all Wavelength Local Access speeds,all IP $500 NRC Connection speeds ' ' N235613 Page 13 of 29 ©CenturyLink, Inc.All Rights Reserved(CAO CONFIDENTIAL Packet Pg. 1413 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT tincludes all types of Service Technology unless otherwise noted. (b) All Service Types—Cancellation After the Start of Service Date. If a Service is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of its Initial Service Term, Customer will pay a"Cancellation Charge" equal to: (i) 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the first 12 months of the Initial Service Term, if any, plus(ii)35%of the balance of the MRCs that otherwise would have become due for the unexpired portion, if any, of the Initial Service Term beyond the first 12 months. (c) Moves. When Customer requests that CenturyLink move a local loop to a different Service Address that is not within the same Customer serving wire center as the existing local loop such move will be deemed a disconnect of the current local loop to which a Cancellation Charge applies and a new install of a new local loop. (d) Waiver of Cancellation Charges. CenturyLink will waive the Cancellation Charge for a cancelled Service: to (i) When Customer cancels a Special Access ordered as Leased Access if it is (A) DS3 or less, (B) is not part of a bundle or package offering that required Customer to order the local loop with other service components and (C)the local loop's Start of w Service Date was at least 12 months prior to the requested date of cancellation. c) (ii) When Customer upgrades existing Special Access, Native Single-CoS Low/Medium/High, Native Multi-CoS, ELA over SONET, or Wavelength Local Access ("Existing CLPA Service") with new Service within the same specific type of Service cn technology at a higher Service speed (e.g., Special Access DS1 to Special Access DS3 or Native Single-CoS Low Fast E to Native Single-CoS Low Gig E) and with the same local access provider ("Upgraded CLPA Service"). The Upgraded CLPA Service will have a new Service Term beginning on its Start of Service Date. If the type of Service technology changes when 0 Customer upgrades Existing CLPA Service, Customer must pay Cancellation Charges. (e) Customer Provided Access—Cancellation of Connectivity after Start of Service Date. To cancel CPA, Customer must E provide CenturyLink with a written disconnect firm order confirmation ("DFOC") notice from Customer's CPA provider along with notice U to cancel the CPA. If Customer fails to provide CenturyLink with the DFOC notice within 30 calendar days after CenturyLink's receipt of the notice to cancel the CPA, or if CenturyLink disconnects CPA for Cause, then CenturyLink may disconnect the CPA or require the ca CPA provider to do so. Customer will remain liable for charges for the connectivity to CPA(even if Customer cannot use the CPA) until: cy (i) Customer furnishes the required DFOC to CenturyLink;or(ii)either party cancels the associated CPA with the CPA provider. N 6. Grooming. If CenturyLink plans to groom a circuit on which Service is provided, CenturyLink will provide a grooming notice to Customer. For CPA dedicated facilities grooming, Customer will provide a signed LOA to CenturyLink so that CenturyLink can order as the necessary changes. Within 20 calendar days after receipt of that notice, Customer will: (a)notify CenturyLink of its approval,which may not be unreasonably withheld; (b) state its reason for refusing; or(c) request that CenturyLink provide Customer with an LOA so L Customer can order the necessary changes. Customer's failure to respond within the 20-day period will constitute approval of the °a groom. If the groom results in Customer incurring additional NRCs from its local access provider and Customer provides sufficient a) proof of the local access provider charge, CenturyLink will issue a credit to Customer equal to the local access provider NRC for each groomed circuit. If Customer refuses the groom for On-Net Access,CenturyLink will,upon 20 calendar days' prior written notice,cancel 2 the Service on that circuit and assess a Cancellation Charge. When Customer does not respond to a CPA dedicated facilities grooming ca notice or refuses a CPA dedicated facilities groom, Customer must either: (a) provide CenturyLink with a LOA/CFA so that CenturyLink can have the local access provider cancel the circuit; or (b) work directly with the local access provider to cancel the circuit. If Customer does neither of these things, CenturyLink will pass through to Customer any costs incurred by CenturyLink from the local access provider as a result of the circuit remaining in place. "CFA" means circuit facility assignment of the CenturyLink facility, as identified by CenturyLink,to which Customer must order a local loop for connection to the CenturyLink Domestic Network. 7. Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. "CenturyLink Domestic Network" means the CenturyLink network located within the contiguous U.S. states and Hawaii, which is a=i comprised only of physical media, including switches,circuits,and ports that are operated by CenturyLink. "CPOP" means a CenturyLink-owned physical point of presence that lies directly on the CenturyLink Domestic Network where direct a' interconnection between the CenturyLink Domestic Network and a local access provider's network is possible. as"Demarcation Point" means: (a) the physical interface between the CenturyLink Domestic Network and Customer's Q telecommunications equipment or (b) the physical interface between a local access provider connecting the CenturyLink Domestic Network to Customer's telecommunications equipment. "Leased Access" means local backbone access circuits ordered and leased by CenturyLink from a local access provider chosen by CenturyLink. "On-Net Access"means local backbone access circuits provided solely on CenturyLink owned and operated facilities. N235613 Page 14 of 29 0 CenturyLink, Inc.All Rights Rese CO CONFIDENTIAL Packet Pg. 1414 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT "Service Address"means the business building where Customer receives the Service. tart of Service Date"for each circuit is the date Customer accepts the circuit,following notification by CenturyLink that the local loop .s ready. The ready notification will be via phone call or e-mail. Customer has five days from CenturyLink's ready notification in which to inform CenturyLink if the circuit fails to operate error-free. Within the five-day timeframe, if Customer neither informs CenturyLink about errors nor accepts the circuit, the circuit will be considered to have been accepted and the Start of Service Date to have commenced on the fifth day following CenturyLink's ready notification, regardless of whether Customer placed traffic over the circuit. If Customer informs CenturyLink of circuit errors within the five-day timeframe, CenturyLink will promptly take necessary, reasonable action to correct the errors,and upon correction, notify Customer that the circuit is ready. co co w a) ai 0 Rf E E O U co ti N M w C C) E a) a) Rf a) n) Cs d+ C t6 Cs Cs O C C a) U 4.: C a) E R N235613 Page 15 of 29 ©CenturyLink, Inc.All Rights Reser®) CONFIDENTIAL Packet Pg. 1415 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT PRICING ATTACHMENT Except as set forth in this Pricing Attachment,capitalized terms will have the definitions assigned to them in the Agreement or the Local Access Exhibit. 1. Customer will pay the MRCs and Install NRCs for the Local Access Service selected. In addition,Customer will pay all MRCs or NRCs for any ancillary services provided as described in the Local Access Service Exhibit,including without limitation Construction charges. 2. Customer will pay the MRCs and NRCs for Service at the particular Service Address; or NPA/NXX or CLLI if no Service Address is provided, set forth in the table below. The MRCs and NRCs set forth below also apply to existing Service ordered prior to the effective 6, date of this Pricing Attachment for a particular Service with identical attributes (i.e., the NPA/NXX or CLLI, Service Address, type of to Local Access, Service term and circuit speed). The rate change for existing Service will become effective at CenturyLink's earliest `n opportunity, but in no event later than the second full billing cycle following the applicable effective date of this Pricing Attachment. All a) MRCs and NRCs set forth in the below table apply per circuit and not per Service Address. Any modifications to any attribute of the .> particular Service (i.e., the NPA/NXX or CLLI, Service Address, type of Local Access, Service term or circuit speed) will render the `m pricing below void,and Customer will pay the revised rates agreed upon by the parties for the particular Service at the Service Address ri) or NPA/NXX or CLLI, as applicable. The pricing contained in this Pricing Attachment represents pricing for the local access provider c and route selected by CenturyLink.Customer requests for a specific local access provider or route may be subject to different pricing. V E E O 160708411621 Gigabit SingleCoS 100 Mbps Gigabit $ 600.00 $0 3299 TAMIAMI TRL E NAPLES FL 34112 ELA-Natio U Ethernet Medium Ethernet-100 Mbos '160708412170 Gigabit SingleCoS 100Mbps Gigabit $ 600.00 $0 8025 LELY CULTURAL NAPLES FL 34113 ELA-Natio cV Ethernet Medium Ethernet-100 PKWY Mbps M w 160708412176 Gigabit SingleCoS 200 Mbps Gigabit $ 750.00 $0 8025 LELY CULTURAL NAPLES FL 34113 ELA-Natio O Ethernet Medium Ethernet-200 PKWY tl Mbps '160708412172 Gigabit SingleCoS 300Mbps Gigabit $ 900.00 $0 8025LELY CULTURAL NAPLES FL 34113 ELA-Natio Ethernet Medium Ethernet-300 PKWY Mbps '160708412175 Gigabit SingleCoS 500Mbps Gigabit $ 1,050.00 $0 8025 LELY CULTURAL NAPLES FL 34113 ELA-Natio a1 Ethernet Medium Ethernet-500 PKWY ,;4 Mbps t4 '160708412171 Gigabit SingleCoS 1000 Mbps Gigabit $ 1,400.00 $0 8025 LELY CULTURAL NAPLES FL 34113 ELA-Natio Ethernet Medium Ethernet-1000 PKWY Mbps Ry 2016061HMEIKLE 10 GigE 2000 Mbps $ 1,750.00 $0 8025 LELY CULTURAL Naples FL 34113 ELA-Natio >` O PKWY — 2016061HMEIKLE 10 GigE 5000 Mbps $ 2,000.00 $0 8025 LELY CULTURAL Naples FL 34113 ELA-Natio PKWY tU 3. Customer may order additional On-Net Access Services that are not specified above, but each such additional Service ordered U during the Term must include a valid CenturyLink quote form that specifies the applicable Local Access MRC and NRC per Service. No c other discounts or promotions apply. Customer is required to execute a separate amendment to the Agreement prior to ordering E Service other than On-Net Access Services. v co N235613 Page 16 of 29 CAO ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL Packet Pg. 1416 16.E.1 0.d CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK TS SERVICE EXHIBIT 1. General; Definitions. CenturyLink will,through its affiliate, Savvis Communications Corporation DBA CenturyLink TS and its -Ciliates ("CenturyLink TS"), provide CenturyLink TS services under the terms of the Agreement, this Service Exhibit, a Service Order ..nd/or Statement of Work("SOW"). For clarification, CenturyLink TS shall be used when it is necessary to specify the CenturyLink TS affiliate, and otherwise CenturyLink and its affiliates shall hereinafter be referred to as "CenturyLink". In the event of a conflict in any term of any documents that govern the provision of Services hereunder, the following order of precedence will apply in descending order of control: the Service Schedule, this Service Exhibit, the Agreement, any Service Guide, the SLA, the Service Order(s) and SOW(s). Capitalized terms not defined herein are defined in the Agreement. "BCD" or"Billing Commencement Date" means the date on which CenturyLink begins billing for a Service, as further defined in Billing Section 3.2. "Service" means the service provided by CenturyLink through its affiliate, including CenturyLink TS or Tier 3 and/or their licensors and iii to contractors as set forth on the Service Order or SOW. co ti) "Service Guide" (or "SG") means the product-specific Service guide that includes technical specifications which can be found at co httr://www.centurylink.com/technology/service-quides, which CenturyLink TS may modify from time to time, effective upon posting on N the Web site. d U "Service Order" means a service order request submitted on a form issued by CenturyLink and signed by Customer that includes the m type and details of the specific Services ordered by Customer. 0 "Service Schedule" means those service descriptions providing additional terms pursuant to which CenturyLink will provide and g Customer shall purchase the Services described therein. The applicable Service Schedules are included in this Service Exhibit. ro "SLA"or"SLA Attachment"means the service level agreement applicable to each individual Service, if any,which provides Customer's g sole and exclusive remedies for any Service quality or performance deficiencies or failures of any kind (e.g., uptime, latency). To E clarify, such sole and exclusive SLA remedies shall not apply to breaches of unrelated obligations under the Agreement such as E infringement,confidentiality,etc. CenturyLink may modify SLAs during a renewal term upon 60 days'notice. o U 2. Term. Services have a minimum term which begins on the BCD and continues for the period set forth in the relevant Service ti Order or SOW ("Initial Service Term"), at the conclusion of which the Service may renew for successive periods equal to 12 months, N unless terminated by either party in writing at least 60 days prior to the expiration of the then-current Service Term. The Initial Service -- Term and any renewal terms are collectively referred to as the"Service Term". M Rates; Billing. aa) E 3.1 Rates. Customer will pay all applicable rates and fees set forth in the relevant Service Order and/or SOW. Notwithstanding d any other provision to the contrary and not more than once per calendar year, CenturyLink may increase the charges applicable to any g Service provided hereunder in an amount not to exceed the latest annual increase in the Consumer Price Index, specifically,the U.S. a, Department of Labor, Bureau of Labor Statistics "All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City t Average". Such increase shall be effective upon the date set forth in CenturyLink's written notice thereof to Customer. CenturyLink c may otherwise increase applicable charges as set forth on a particular Service Order or upon prior written notice during any automatic > renewal term. co 3.2Billing. The BCD for the Service is the earlier of(i)the date on which Customer uses(except during the Acceptance Period) y, the Service or (ii)the date CenturyLink notifies Customer in writing that the initial installation or a usable part thereof (such as a data circuit between two points or an individual data center installation on a multi-data center project)is complete. For Professional Services 1 in a SOW, the BCD shall be the date CenturyLink begins performing the Services or as specified in the SOW. Customer shall have -� three business days after such use or notification to notify CenturyLink of any deficiency ("Acceptance Period"). Such notice shall include a written description that specifically demonstrates the deficiency in Service to the reasonable satisfaction of CenturyLink. The E. Service shall be deemed accepted unless Customer provides CenturyLink with notice to the contrary during the Acceptance Period. w Upon timely notice to CenturyLink of a deficiency, CenturyLink will remedy the Service deficiency and provide Customer notification of such remedy at which time a new Acceptance Period shall begin, and CenturyLink will delay billing until accepted in accordance with c this provision. Notwithstanding anything to the contrary in the Agreement, if CenturyLink partially installs or activates a Service, a' CenturyLink reserves the right to commence billing for such Service on a pro rata basis. o vs 4. Compliance and Security. Each party shall comply with all laws and regulations applicable to the provision (in the case of Q CenturyLink) and use (in the case of Customer) of the Services provided hereunder. CenturyLink has adopted and implemented, and shall maintain throughout the Term, a corporate information security program designed to comply with applicable laws and protect Customer's information, materials and data("Customer Data")from loss, misuse and unauthorized access or disclosure. Such program includes annual employee security awareness training and formal information security policies and/or procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. Customer will ensure that all Customer Data stored or transmitted via the Service complies with all applicable laws and reasonable information security practices, V235613 Page 17 of 29 I 41111001 CAO ©CenturyLink, Inc.All Rights Reserve CONFIDENTIAL v1.111815 Packet Pg. 1417 16.E.10.d CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK TS SERVICE EXHIBIT including without limitation those relating to the encryption of data. As of the Effective Date, CenturyLink has completed an AICPA sanctioned Type II audit report (i.e., SSAE16/ISAE3402 SOC 1 or AT-101 SOC 2) in certain data centers and intends to continue to conduct such audits pursuant to a currently sanctioned or successor standard. Customer will be entitled to receive a copy of the then- available report, which is CenturyLink Confidential Information. Customer may make such report available to its End Users subject to confidentiality terms provided by CenturyLink. 5. Use of Service. Customer and its End Users will not use or access the Services or any data center in a manner that materially interferes with or harms the CenturyLink infrastructure or any third parties; or is tortious or violates any third party right. CenturyLink may suspend the affected Service in the event Customer violates the preceding sentence. CenturyLink will attempt to notify Customer in writing prior to suspending Service; provided, however, CenturyLink may suspend Service without notice if CenturyLink becomes aware of a violation of any applicable law or regulation or of activity that exposes CenturyLink to criminal or civil liability or that exposes the CenturyLink network, CenturyLink property or CenturyLink customers' network or property to harm as ca identified in the CenturyLink TS AUP. Customer agrees to defend, indemnify and hold CenturyLink harmless from third party claims, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys'fees arising from non-compliance co with this section. a) 6. Termination. Either party may terminate this Service Exhibit or affected Services 0) upon 30 days' prior written notice for 'E Cause; or (ii) in accordance with any other express term contained in the Agreement. If Customer gives notice of cancellation or o termination, disconnects any portion of a Service or otherwise breaches this Agreement resulting in the termination of Service, CenturyLink may invoice the Customer for the Services provided to Customer through the date of termination, including any •o unrecovered construction charges and third party charges. CenturyLink shall not be entitled to any other or further recovery against the a Customer, including, but not limited to, any damages or any anticipated profit on portions of the services not performed or materials not 2 provided. E E 7. Intellectual Property. Nothing in the Agreement or the performance thereof shall convey, license, or otherwise transfer any right,title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. CenturyLink's intellectual •• property and proprietary rights include any skills, know-how, modifications or other enhancements developed or acquired in the course rtO. of configuring, providing,or managing the Service. Each party agrees that it will not,directly or indirectly, reverse engineer,decompile, N reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology of the other party or its licensors. c 8. Equipment. If the Service includes access to or the use of CenturyLink-provided equipment ("CenturyLink Equipment"), Customer: (a)will not assert any ownership interest whatsoever in the CenturyLink Equipment; (b)will keep the CenturyLink Equipment m free and clear from all liens, claims and encumbrances; (c) shall protect and use all CenturyLink Equipment in accordance with the E Agreement; and (d) will cooperate with CenturyLink to allow installation, maintenance and, upon termination, removal of the co CenturyLink Equipment. Unless otherwise set forth in the applicable SG or Service Order, Customer is responsible for selecting, a, supplying, installing and maintaining any equipment used in connection with the Service and not provided by CenturyLink ("Customer r, Equipment") including any related applications, systems, or software. ca 9. No Transfer of Undertakings. CenturyLink and Customer agree that the provision and subsequent expiry, cancellation or termination of the Services are not intended to be transfers of undertakings within the meaning of the Transfer of Undertaking Ta (Protection of Employment)Regulations 2006 and related legislation ("TUPE"),and consequently there will be no transfer of employees o between Customer and CenturyLink (or any other subsequent service provider of Customer) as a result of the operation of this Agreement. Notwithstanding the above, Customer shall indemnify and hold CenturyLink harmless for any losses, claims, liabilities, c awards, damages,costs and expenses(including any fines, legal expenses and costs of settlement)CenturyLink may incur through the •E, operation of TUPE in connection with this Agreement. This provision applies only to Services delivered by CenturyLink in the United Kingdom. m U 10. Maintenance. Customer acknowledges that the Services may be subject to routine maintenance or repair and agrees to • cooperate in a timely manner and provide reasonable access and assistance as necessary to allow such maintenance or repair. E 11. Notice. Any notices for Customer's Service disconnect, termination or non-renewal under this Service Exhibit must be mailed to CenturyLink TS at the following address: Savvis Communications Corporation DBA CenturyLink TS 1 Solutions Parkway Town &Country, Missouri 63017 United States Attn:All Disconnects N235613 Page 18 of 29 CA( ©CenturyLink, Inc.All Rights Resery CONFIDENTIAL v1.111815 Packet Pg. 1418 16.E.10.d CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE:CENTURYLINK TS NETWORK SERVICES CenturyLink Equipment. If any CenturyLink Equipment will be located at a Customer premises or other non-CenturyLink location or facility ("Customer Site"), Customer agrees: (a) that it has and shall maintain all rights, authorizations and consents necessary to enable CenturyLink to install, operate and maintain the CenturyLink Equipment and Services at the Customer Sites; (b) that it shall,at its expense, provide secure, suitable space and environmental conditions, including power supply, at the Customer Sites as necessary for the installation, operation and maintenance of the CenturyLink Equipment and Service; (c) that it shall not, and shall not permit others to, move,configure,tamper with, modify, restrict access to,or attempt to repair the Services, CenturyLink Equipment or network or interfere with the maintenance thereof; (d) that it bears the entire risk of loss, theft, destruction, or damage to the CenturyLink Equipment at Customer Sites, not otherwise caused by the negligent acts of CenturyLink. 2. Local Access. If local access is ordered in connection with the Service, CenturyLink will order and administer such local access on Customer's behalf from the local access provider of CenturyLink's choice. CenturyLink reserves the right to change the local cob access provider in its sole and reasonable discretion. If Customer acquires its own local access for use with the Service, Customer is solely responsible for coordination of all such local access and for any costs (including early termination fees) associated with such ctg local access. Local access will extend to the termination point of the local loop at the applicable Service Address ("Termination Point") but will not jj include Customer Equipment, Extended Wiring, inside wiring, or other equipment not maintained by CenturyLink at a Service Address. Any additional provisions required to connect the Termination Point to the Demarcation Point are the sole responsibility of Customer. ca Customer is responsible for any Construction Charges and Extended Wiring Charges, as defined below. 3. Definitions. E "Construction Charges" means costs and other expenses that CenturyLink may incur in constructing facilities to extend Service to a U Demarcation Point not covered by Extended Wiring,or other activities that may cause CenturyLink to incur expenses in connection with ., provisioning the Service(e.g.,special arrangements of LEC facilities or equipment required to activate the Service). ti "Demarcation Point"means the physical interface between the Service and Customer's telecommunications equipment. "Extended Wiring"means additional wiring required to be installed at a Service Address where Customer requests a Demarcation Point lyond the existing Termination Point of the local loop at the Service Address. E "Extended Wiring Charges"means costs and other expenses that CenturyLink may incur in connection with Extended Wiring. a) "Service Address"means the building where Customer receives the Service. ca Ta c ° ;.; z V235613 Page 19 of 29 C.40 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 Packet Pg. 1419 16.E.10.d CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE:SECURITY SERVICES 1. Customer acknowledges that the Services endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Each Service is subject to limitations in its scope or performance, as may be more fully set forth in the applicable SG. Security services already provided by CenturyLink QCC under a separate Service Exhibit are governed solely by the terms of such Service Exhibit. 2. Customer should consider any particular Service as just one tool to be used as part of an overall security strategy and not a guarantee of security. 3. Non-standard installations(as identified by CenturyLink in its reasonable opinion), may require extended provisioning intervals ,j, and/or additional costs. ca Li) 4. Customer shall submit a sufficiently detailed description of any test plan to CenturyLink in advance. The test plan must adhere `r° to any applicable testing standards or procedures provided by CenturyLink. CenturyLink may modify the test plan in its reasonable . 6 discretion and may require the execution of additional contractual documents prior to testing. CenturyLink will not respond to any c) security-related alarms during a scheduled testing period. CenturyLink will have no responsibility whatsoever for any loss or outages E during a Customer test, including any otherwise available service credits. Customer agrees that neither it nor its agents will engage in in any destructive or otherwise harmful testing. 0 5. Customer represents that Customer is not (a) located in, under the control of, or a national or resident of any country or territory to which export is prohibited under the laws of any country in which CenturyLink operates, or (b) on the U.S. Treasury •_ Department List of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. E 0 U co r� N N M a� GJ E a) Q) tQ a, Ca Ca Ca R i>4 0 a V E Ca N235613 Page 20 of 29 ©CenturyLink, Inc.All Rights Rese CAG CONFIDENTIAL v1.111815 Packet Pg. 1420 16.E.10.d CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE:CENTURYLINK TS PROFESSIONAL SERVICES 1. Professional services purchased hereunder shall be more specifically identified in one or more SOWs executed by Customer, each of which is incorporated herein by reference. This Service Schedule applies solely to professional services to be performed by CenturyLink TS;all other professional services provided by other CenturyLink affiliates are available under a separate Service Exhibit. 2. The termination of any professional services will not affect Customer's obligations to pay for other Services. If Customer terminates all or part of a SOW prior to its BCD, Customer agrees to pay a cancellation fee of 25% of the affected fees set forth in the SOW plus all out-of-pocket costs incurred by CenturyLink. If a SOW or a part thereof is terminated either by CenturyLink for cause or by Customer for any reason other than cause after the BCD but prior to completion of the Professional Services under such SOW,then Customer shall be liable for: (a)an early termination charge equal to 50%of the NRC and MRC for any Tasks, as defined in the SOW, ., not yet completed by CenturyLink as specified in the SOW; (b)any charges accrued but unpaid as of the termination date;and (c)any out-of-pocket costs incurred by or imposed upon CenturyLink(e.g.,ordered equipment,licenses,carrier termination charges). co 3. "Customer Technology" means the proprietary technology of Customer and its licensors, including Customer's Internet aNi operations design, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, c.) architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related E intellectual property rights throughout the world and also including any derivatives, improvements, enhancements or extensions of N Customer Technology conceived, reduced to practice,or developed by Customer during the term of a SOW. "CenturyLink Technology" _ means the proprietary technology of CenturyLink and its licensors, including services, software tools, hardware designs, algorithms, .2 software (in source and object forms), user interface designs, architecture, class libraries, report formats, objects and documentation (both printed and electronic),network designs, know-how,trade secrets and any related intellectual property rights throughout the world •E and also including any derivatives, improvements, enhancements or extensions of CenturyLink Technology conceived, reduced to practice, or developed during the term of a SOW. 0 4. Except for the rights expressly granted in this Service Schedule, nothing herein or in any SOW shall transfer to Customer any 0 CenturyLink Technology, and all right, title and interest in and to CenturyLink Technology will remain solely with CenturyLink, its ca affiliates and their licensors. Notwithstanding anything to the contrary herein, CenturyLink will not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge acquired during the course of providing the Services, including, without limitation, N information publicly known or available or that could reasonably be acquired in similar work performed for another customer of CenturyLink. 5. Effective at the time CenturyLink receives full and final payment for a Deliverable (as defined in the applicable SOW), CenturyLink: (a) assigns to Customer all right, title and interest CenturyLink may possess, including all intellectual property rights, in 2?) such Deliverable provided by CenturyLink to Customer pursuant to the applicable SOW, excluding any CenturyLink Technology; and rn (b) grants to Customer a non-exclusive, non-transferable, royalty free license to use the CenturyLink Technology incorporated into the m Deliverable solely and exclusively as incorporated into and made part of the Deliverable as a whole. To the extent Customer, its rn employees or contractors participate in the creation of CenturyLink Technology, Customer, on behalf of itself, its employees and .3 contractors, hereby assigns to CenturyLink all right, title and interest, including all intellectual property rights, in and to such creation. c% Customer will obtain assignments from its employees and contractors as necessary to comply with this section. Customer acknowledges that CenturyLink grants no other rights of license (including implied licenses or the right to sub-license) other than the ' express rights granted herein. 0 C C U C d E v N235613 Page 21 of 29 ©CenturyLink, Inc.All Rights Res GM CONFIDENTIAL v1.11 Packet Pg. 1421 1 6.E.1 0.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: DIGITAL CONTENT SERVICES 1. Customer will pay all applicable charges set forth in the relevant Service Order. 2. If local access is ordered in connection with the Service, CenturyLink will order and administer such local access on Customer's behalf from the local access provider of CenturyLink's choice. CenturyLink reserves the right to change the local access provider in its sole and reasonable discretion. If Customer acquires its own local access for use with the Service, Customer is solely responsible for coordination of all such local access and for any costs (including early termination fees) associated with such local access. 3. Customer represents and warrants that any data it transmits using the Service will comply with all applicable laws and that it has and will maintain all necessary rights and authorizations associated with such data. Customer shall be solely responsible for any network connectivity used in connection with a Service which is not provided by CenturyLink. Customer will retain a security copy of ca any data transmitted, accessed, or stored via a Service until confirmation that the intended recipient received the data or that the data was successfully transmitted and stored. If the Service includes the scheduled deletion or expunging of data or files after a period of w time set forth in the applicable SG, Customer hereby releases CenturyLink from any liability for such deletion or expunging of data. If CenturyLink provides Customer with access to an online administrative tool or portal in connection with the Service, Customer agrees E to use such tool solely as necessary to administer the Service. in C 0 4P 0 C E E 0 U m ti N N M w C a) E O N i C) R a) O) C ca ca ca 7ti O C C G) U C a) E N235613 Page 22 of 29 CA® ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL Packet Pg. 1422 ITB 16-6665 16.E.10.d Communication Services: Voice and Data EXHIBIT A-Fee Schedule lentury Link One Time Monthly Description * Quantity Charge Installation Charge ty+� p �a Cyt 7#+ t� €_..�: � b�R ✓ra'r� �°" �{u.fi ^H� l ; .� �'i`�a+Y�(Y,�, - 4 4�:" '.N.$��,g�i� t�...r,�E d Y J TER NET N i ,'3 Axl, n Ett Sgi t�h,, ;fi } irsry w", a 014<v! t�;d ,e;ks Monitoring and utilization services for Internet 11.) - CO CO connections ca 1 100 MB * 1 $1,180.00 $0.00 `r° 2 200 MB 1 $1,853.00 $0.00 CD 3 300 MB 1 $2,278.00 $0.00 .E 4 500 MB 1 $2,883.00 $0.00 in 5 1 GB * 1 $3,885.00 $0.00 0 6 2 GB 1 $6,350.00 $0.00 es 7 5 GB 1 $10,000.00 $0.00 8 DDOS 1 See exhibit 2 See exhibit 2 E I E 9 Malware 1 N/A N/A o U 10 IDS/IPS Monitoring 1 See exhibit 3 See exhibit 3 co 11 Filtering Service 1 See exhibit 3 See exhibit 3 N 0000.04“t$1*Connectivity +. i v.Fea , tint " r` tt€ 1t zlv 12 ISDN PRI T-1 * 1 $325.00 $0.00 w 1 C 13 Digital PRI T-1 * 1 $325.00 $0.00 E 14 B-1 * 1 $30.00 $0.00 0 o 15 Rotary B-1 1 $30.00 $0.00 c 16 DID Block for the entire 252 Exchange * 1 $1,000.00 $0.00 0 17 DID Emergency Redirect to PRI-T1 1 $50.00 $500.00 t0 c 18 DID Emergency Redirect to B-1 (rotary and single line) 1 $50.00 $500.00 > +?d � � € to t ��!r �Y�Lfl .�s��,u �. � '0,4!..414:63-t �� i � CATEGORY�III Et`4 Services,u ,¢ ,e. b lZ ', h; ,t f ,4!. i g gm t�� " °rL3 ��ie 4a6� n+ttd 'k"+,'�,. Aiu�4 . a� . -htn rm,^x Aggregate Site Connectivity** o Monitoring and utilization services associated Y with services below $35.00 $35.00 c 19 100 MB symmetrical * 1 $575.00 $0.00 = 20 250 MB symmetrical 1 $800.00 $0.00 <7) 21 500 MB symmetrical * 1 $825.00 $0.00 U 22 1 GB symmetrical * 1 $900.00 $0.00 C 23 2 GB symmetrical 1 $1,550.00 $0.00 E o 24 5 GB symmetrical 1 $3,600.00 $0.00 ,a 25 10 GB symmetrical 1 $6,000.00 $0.00 Q 26 15 GB symmetrical 1 $9,000.00 $0.00 27 20 GB symmetrical 1 $10,000.00 $0.00 28 50 GB symmetrical 1 $20,000.00 $0.00 29 100 GB symmetrical 1 N/A N/A 1 ( 23 of 29 Packet Pg. 1423 ITB 16-6665 16.E.10.d Communication Services: Voice and Data EXHIBIT A- Fee Schedule Eentury Link Monthly * One Time Description Quantity Installation Charge Charge CATEGORY IV WAN Site Connections** Monitoring and utilization services associated with services below $35.00 $35.00 co 30 1 MB symmetrical 1 N/A N/A 31 1.5 MB symmetrical * 1 $865.30 $0.00 32 3 MB symmetrical 1 $230.00 $0.00 33 5 MB symmetrical * 1 $260.00 $0.00 34 10 MB symmetrical * 1 $310.00 $0.00 0 35 20 MB symmetrical * 1 $336.00 $0.00 v 36 50 MB symmetrical * 1 $420.00 $0.00 37 100 MB symmetrical 1 $575.00 $0.00 38 200 MB symmetrical 1 $745.00 $0.00 39 500 MB symmetrical 1 $825.00 $0.00 co 40 1 GB symmetrical 1 $900.00 $0.00 c~v 41 2 GB symmetrical 1 $1,550.00 $0.00 42 5 GB symmetrical 1 $3,600.00 $0.00 43 10 GB symmetrical 1 $6,000.00 $0.00 . * Core Services, Award Based on Pricing Supplied on these lines. Pricing Based on 36 Month Term Contract a) °i ca ns Ta 0 .1.a a> U cc 24 of 29 Packet Pg. 1424 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT EXHIBIT B—LIST OF QUALIFIED AND ICB SITES Ethernet Sites Qualified to 100Meg Immokalee Blockhouse 312 Stockade Road Immokalee, FL 34142 Margood Harbor Park 321 Pear Tree Avenue Goodland, FL 34140 C° co c9 CC) Naples Regional Library a 650 Central Avenue Naples, FL 34102 Vanderbilt Beach Road Parking Garage 100 Vanderbilt Beach Road Naples, FL 34108 E E Everglades Museum 105 Broadway Avenue West Everglades City, FL 34139 N Immokalee Airport 165 Airpark Blvd. Immokalee, FL 34142 s Pelican Bay Services a� 801 Laurel Oak Drive Suite 302 Naples, FL 34108 -a cci Vanderbilt Beach Library To 788 Vanderbilt Beach Road Naples, FL 34108 c z East Naples Library c 8787 Tamiami Trail East Naples, FL 34113 E Ethernet Sites Qualified to 100Meq Immokalee Library `_ 417 N. First Street Immokalee, FL 34142 N235613 Page 25 of 29 CAO ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 Packet Pg. 1425 I 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT EXHIBIT B-LIST OF QUALIFIED AND ICB SITES Marco Library 210 S. Heathwood Drive Marco Island, FL 34145 Estates Library 1266 Golden Gate Parkway West Naples, FL 34120 to CD Everglades Airport 650 Everglades City Airpark Road `D Everglades City, FL 34139 U Everglades City Library in 102 Copeland Avenue North c Everglades City, FL 34139 .E South Water Plant E 3851 City Gate Blvd. Naples, FL 34117 r• N Naples Recycling Center v 2640 Corporate Flight Drive Naples, FL 34104 E Marco Recycling Center 990 Chalmer Drive Marco Island, FL 34145 C Ca Ethernet Site Qualified to 40Giq Emergency Services Center c 8075 Lely Cultural Parkway Naples, FL 34113 w U Internet Site Qualifed to 5Gig Emergency Services Center 8075 Lely Cultural Parkway 113 Naples, FL 34113 r N235613 Page 26 of 29 (CAO ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 Packet Pg. 1426 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT EXHIBIT B—LIST OF QUALIFIED AND ICB SITES Internet Site Qualified to 100Meq BLDG-F 3299 Tamiami Trail East Naples, FL 34112 Ethernet Sites requiring ICB to expand bandwidth beyond 10Meq University Extension 14700 Immokalee Road Naples, FL 34120 a) Cocohatchee Park 13531 Vanderbilt Drive cn Naples, FL 34110 ns Marco Airport 2005 Mainsail Drive Naples, FL 34114 U to Freedom Park ('~ N CNI 1515 Golden Gate Parkway Naples, FL 34105 M a� E ***Any site not listed in Exhibit B would be ICB *** a) it r> a aw U m E .010"%. N235613 Page 27 of 29 CA ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 Packet Pg. 1427 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT EXHIBIT C—DDoS PRICING DDoS Solution Monthly Price Monthly Price Monthly Price One-time with 1 Year Term with 2 Year Term with 3 Year Term Charge Mitigation Only $1,200.00 $1,200.00 $1,200.00 Low Premium plus$250.00 hourly plus$250.00 hourly plus$250.00 hourly (attack sizes up to 1Gig) during attack during attack during attack $750.00 mitigation mitigation mitigation ', m co CD $2,400.00 $2,400.00 $2,400.00 n Mitigation Only High Premium plus$250.00 hourly plus$250.00 hourly plus$250.00 hourly $750.00 (attack sizes up to 10+Gig) during attack during attack during attack mitigation mitigation mitigationcn 0 0 Detection/Mitigation 100Meg to 1Gig applied E bandwidth and 10Gig+ $5,521.60 $5,006.40 $4,851.20 $750.00 0 U attack size N. N Detection/Mitigation Y 1Gig applied bandwidth $6,544.00 $5,850.40 $5,640.80 $750.00 a., and 10Gig+attack size a a) a) 0, Detection/Mitigation 2Gig applied bandwidth $10,366.40 $9,096.00 $8,712.80 $750.00 CtsCU and 10Gig+attack size Tti _o Detection/Mitigation z 8Gig applied bandwidth $14,692.80 $12,665.60 $12,054.40 $750.00 m and 10Gig+attack size a) E 0 ca N235613 Page 28 of 29 CAO ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 Packet Pg. 1428 16.E.10.d CENTURYLINK®LOYAL ADVANTAGE&AGREEMENT EXHIBIT D—MANAGED FIREWALL PRICING Managed FW/IPS Monthly Price Monthly Price Monthly Price One-time with 1 Year Term with 2 Year Term with 3 Year Term Charge Managed Firewall Includes IDS/IPS Monitoring and Filtering 994.4 631.2 520.8 $625.00 Service for 100Meg to 1Gig m c) Managed Firewall 0 Includes IDS/IPS u 2,207.20 1,341.60 1,079.20 $875.00 i Monitoring and Filtering m co Service for 2Gig c c 0 (a u Managed Firewall Includes IDS/IPS E Monitoring and Filtering 13,092.80 7,128.00 5,333.60 $1,075.00 E Service for 8Gig to r• N N M . 0C) d N L ca 07 as 73 al Ts 0 c c c N U c m E ca w Q 1 1 N235613 Page 29 of 29 CA ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 1 Packet Pg.1429 d (9999-91. seol/ue9 uogeo!unwwo3:9LZZ) 91.Z 1.1.P!Q spun WOO UO pJenny 9999-91.o3SIA321:;uawyoe;;y 6 G M w t0 a `^ Of a Li d a Y « c U z - Cu _ a. ❑ O 0r.z . 00...0 „ 00 "-', 00 2.,: :: a0_.... a � E•z m w O 6 1: o j;. o n m m m c .. . i .4. 4 ole' 8 0 0 8 A. tP, aan i val ,.3 N V ❑ -Ao a gg� 8 8 L O . O 5 o F P ^ni " F. It s C o o $ , O a 0 O k G o 0 0 $t O O O O o c d o o a. m m ',..4. ` 4/i o a •� .on `o d A L 'E.. ;:a V N Q C V !" _ 0IN E ' 0 00 a O 0 0 0 0 �. 0 0 0 0 G h O O O, 0,' - a 0 0 0 a 0 0 V C ,;if, N 0 , $y 0i Ti _ a m ry v,air .in. ^ 0 ', a o v m + o x '° _ m . c 5 v_ J.._VT UT Hn.. Lf N N N N N h }O—, E 0 c : 8 8 8 8 8 88 8 0 8 8 8 8 8 8 8 8 $ $ o c° E 0 �i vi o o m �! o 0 0 0 - o ui o 8 8 vi E O d N , 0888-^O O m 0 0 a a a a m o m 0 1 _ , '1' Ln- m' m m m L'' cd m ci co m m a ao >t m ro - ao; m 0 ,+, m 0 ry O V �. 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N U. m .5 C a H 1. u IiijI u}.❑ f _ L n .+ t', o in EE E 4 E 4.01 E `o .= 5 e o Q ¢ w, N E ¢ 3e 47 > E E E E Q o a o d a V'- ,7_.. o c o fc m Z ` m m >:'; moa 1° g 2 m y. m 7 2 2 m y `° E m a '° 03 p; °u o O'o o m o D aa,.¢o o O D O;a - 0 0 o h -a t u E 3 _ m` z ,, 'n ;� � � � F100 ••,00000 a o 0 "id ct an a m as ITB 16-6665 16.E.10.f Communication Services: Voice and Data EXHIBIT A- Fee Schedule Century Link One Time Monthly Description * Quantity Charge Installation Charge CATEGORY I-INTERNET Monitoring and utilization services for Internet connections 'r' m 1 100 MB * 1 $1,180.00 $0.00 cCDc 2 200 MB 1 $1,853.00 $0.00 `r° 3 300 MB 1 $2,278.00 $0.00 U 4 500 MB 1 $2,883.00 $0.00 -e.: 5 1 GB * 1 $3,885.00 $0.00 v) 6 2 GB 1 $6,350.00 $0.00 a 7 5 GB 1 $10,000.00 $0.00 •as 8 DDOS 1 See exhibit 2 See exhibit 2 9 Malware 1 N/A N/A E 10 IDS/IPS Monitoring 1 See exhibit 3 See exhibit 3 U 11 Filtering Service 1 See exhibit 3 See exhibit 3 m CATEGORY II -PSTN Connectivity 12 ISDN PRI T-1 * 1 $325.00 $0.00 0 13 Digital PRI T-1 * 1 $325.00 $0.00 .x 14 B-1 * 1 $30.00 $0.00 >, 15 Rotary B-1 1 $30.00 $0.00F c 16 DID Block for the entire 252 Exchange * 1 $1,000.00 $0.00 v 17 DID Emergency Redirect to PRI-T1 1 $50.00 $500.00 18 DID Emergency Redirect to B-1 (rotary and single line) 1 $50.00 $500.00 c a� CATEGORY III -Ethernet Services E Aggregate Site Connectivity** ,� Monitoring and utilization services associated Q with services below $35.00 $35.00 c0 w 19 100 MB symmetrical * 1 $575.00 $0.00 co 1 20 250 MB symmetrical 1 $800.00 $0.00 T ) 21 500 MB symmetrical * 1 $825.00 $0.00 c 22 1 GB symmetrical * 1 $900.00 $0.00 23 2 GB symmetrical 1 $1,550.00 $0.00 vcs 24 5 GB symmetrical 1 $3,600.00 $0.00 25 10 GB symmetrical 1 $6,000.00 $0.00 26 15 GB symmetrical 1 $9,000.00 $0.00 27 20 GB symmetrical 1 $10,000.00 $0.00 28 50 GB symmetrical 1 $20,000.00 $0.00 29 100 GB symmetrical 1 N/A N/A 1 1 of 2 Packet Pg. 1431 ITB 16-6665 16.E.10.f Communication Services: Voice and Data EXHIBIT A-Fee Schedule Eentury Link Monthly One Time Description * Quantity Installation Charge Charge CATEGORY IV-WAN Site Connections** Monitoring and utilization services associated with services below $35.00 $35.00to to 30 1 MB symmetrical 1 N/A N/A 31 1.5 MB symmetrical * 1 $865.30 $0.00 w 32 3 MB symmetrical 1 $230.00 $0.00 a) 33 5 MB symmetrical * 1 $260.00 $0.00 34 10 MB symmetrical * 1 $310.00 $0.00 35 20 MB symmetrical * 1 $336.00 $0.00 g 36 50 MB symmetrical * 1 $420.00 $0.00 37 100 MB symmetrical 1 $575.00 $0.00 38 200 MB symmetrical 1 $745.00 $0.00 39 500 MB symmetrical 1 $825.00 $0.00 U 40 1 GB symmetrical 1 $900.00 $0.00 m 41 2 GB symmetrical 1 $1,550.00 $0.00 N 42 5 GB symmetrical 1 $3,600.00 $0.00 43 10 GB symmetrical 1 $6,000.00 $0.00 J * Core Services, Award Based on Pricing Supplied on these lines. Pricing Based on 36 Month Term Contract a)U w E (.) cD c m E U a. a-. 2 of 2 Packet Pg. 1432