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#16-6665 (CenturyLink Sales Solutions, Inc.)
CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, 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 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 36 months ("Agreement Term") starting on the date the Board of County Commissioners approve this Agreement ("Effective Date"). This Agreement may be renewed for 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 and the Renewal Term are collectively referred to as the Agreement Term. CenturyLink will not accept Orders after expiration of the Agreement Term, but the Agreement will continue to apply to any unexpired Orders properly placed during the Agreement Term. The Order Term for a particular Product or Service is defined in the applicable attachment. 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 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. 2. PRODUCTS AND SERVICES ATTACHMENTS. 2.1 Products and Services. CenturyLink will provide to Customer the Products and Services identified in the following Attachments attached and incorporated by this reference. The name of the CenturyLink operating company providing Products and Services to Customer is listed in the Attachment. Attachment A: Tariffed Business Services Attachment B: CenturyLink Nontariffed Business Products and Services 2.2 Terms and Conditions. CenturyLink provides Products and Services under terms and conditions incorporated by reference in the applicable Attachment. 2.3 Purchase Orders. If expressly permitted under the 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 within this Agreement, Customer must issue a Purchase Order referencing this Agreement. 2.4 Termination. Either party may terminate the Agreement and all Services for Cause or Convenience by providing written notice 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 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 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 anticipated profit on portions of the services not performed or materials not provided. I N217309 Page 1 of 32 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL 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, III 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 vendors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531C-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. 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. 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. 6. INSURANCE REQUIREMENTS. 6.1 CenturyLink maintains insurance as follow: A. Commercial General Liability. Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability. Coverage shall have minimum limits of $1,000,000 Per 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. C. Workers' Compensation. Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. 6.2 The coverage must include Employers' Liability with a minimum limit of$100,000 for each accident. 6.3 CenturyLink shall insure that all subcontractors comply with the same insurance requirements that it is required to meet. The same subcontractor shall provide Customer with certificates of insurance meeting the required insurance provisions. 6. PRICING EXPIRATION. To become effective, this Agreement must be: (a) signed by an authorized Customer representative; (b) delivered to CenturyLink on or before 12/9/2016; and (c) signed by a CenturyLink officer or authorized designee. Alterations to this Agreement are not valid unless accepted in 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. CONFIDENTIAL 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, residence and employment verifications and other related records. CenturyLink shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of CenturyLink's employees and sub of CenturyLink must wear Collier County Government 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 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 employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. CENTUg,Y SALE SOLUTIONS, INC."S / COLLIER OUNTY BOARD OF COUNTY .04".5,a., of"�N,�l../Kyz /1 �a , vs COMMI I NERS • By: /-6.00_,E, ,"-"L"_�/0r iL/44-.70(541t4 By: Name: �b q &`/Q Name: D NNA FIALA, CHAIRMAN Title: --1/CcAc..✓YW/ 47fiL Date: 1 l kS\i to Date: /(/ov£.th9, ..1- /‘ [))/6 Address: /S-20 ��3" _ , {les,CC 3396 Address for Notice: roved as to Form and Legality: Sales Administration 665 Lexington Mailstop: OHMANB0107 G y 1(1!/ ,'_,� i1�1 Mansfield, OH 44907 •ssistant County A orney ATTEST: DWIGHT E. BROCK,clerk By: 0L1 . i ��O Attest as-t, �' .i-' 's Apprcveti i to Legal Form ge l Century Link Law Dept CenturyLink nterprise Special Prici MC—October 27,2016 PWD 10/27/1 N217309 Page 3 of 32 ©CenturyLink, Inc.All Rights Resery-. CONFIDENTIAL 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. I OTHER CENTURYLINK OPERATING COMPANIES STATES OF OPERATION(S) Embarq 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 require 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 under the applicable Tariff until the ICB Terms become effective. If a regulatory agency does not approve the ICB Terms, the parties will enter into good faith negotiations to develop a mutually agreeable resolution. 3. SERVICES.The CenturyLink entity(ies) listed above will provide to Customer the Services listed in the table below ("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. Unless the parties otherwise agree in writing, 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 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 Address Address Term (per location or service) 3299 Tamiami Trail Qualifying Embarq B1 Service 36 Months $30.00 $0 East, Suite 700, Florida locations only Naples, FL 34112 Qualifying Embarq PRI 36 Months $325.00 $0 Florida locations only Qualifying Embarq DID#'s; Blocks of 100 36 Months $10.00 $0 Florida locations only Qualifying Embarq Rotary B1 Lines 36 Months $30.00 $0 locations only Qualifying Embarq Emergency Re-route 36 Months $50.00 $500.00 locations only for T1 Voice Services Qualifying Embarq Utilization Reports 36 Months $35.00 $0 locations only * Customer will pay the tariff rates and charges set forth in the Tariff or the list rates and charges set forth in the Local 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, 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. 90 CONFIDENTIAL 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. 4.3 Additional Charges. Rates do not include applicable local 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#85-8015966531C-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. 4.4 Special Construction Charges. Special Construction Charges may be applicable under special conditions. Embarq may change Customer when technical limitations and/or the lack of facilities 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 costs to Customer exceeds 10% of the contract total value. 5. TARIFFS/LOCAL TERMS OF SERVICE. CenturyLink provides local exchange carrier Services in certain 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 Services under the state-specific Local Terms of Service on the later of the Effective Date or when the 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 conditions under which CenturyLink provides detariffed ILEC Services in certain states.Tariffs, including the Local Terms of Service, are incorporated into the Agreement by this reference and available at http://about.centurvlink.com/legal/rates conditions.html (the "Rates and Conditions Website"). CenturyLink may modify its Tariffs or Local Terms of Service from time to time.Tariffed or list rates are subject to change without notice. 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 Price Table. This Agreement controls over any Customer-issued purchase orders, and any terms or conditions contained in a Customer-issued purchase order or other Customer ordering document will have no force or effect, except quantity of Services ordered and service/installation address. After expiration of the Agreement Term, 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 this Agreement. N217309 Page 5 of 32 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL 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 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 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 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"). 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 CenturyLink Entity Providing the Service CenturyLink Metro Ethernet CIR/EIR- Based Embarq Florida, Inc. Services B. In addition to the Standard Terms and Conditions for Communications Services and 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. N217309 Page 6 of 32 ©CenturyLink, Inc.All Rights Reserved. C CONFIDENTIAL +��U 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 34113 $ 230.00 $0 239252 CIR/EIR 10/100 Mbps Port _5 Mbps 100 Vanderbilt Beach Road Naples FL 34100 $ 260.00 $0 239252 CIR/EIR 10/100Mbps Port 5Mbps 801 Laurel Oak Drive Suite 302 Naples FL 34108 $ 260.00 $0 r 239252 CIR/EIR 10/100 Mbps Port 5 Mbps 1.3531 Vanderbilt Drive Naples FL 34110 $ 260.00 $0 239252 CIR/EIR 10/100 Mbps Port 5Mbps 105 Broadway Avenue West Everglades City FL 34139 $ 260.00 $D 239252 CIR/EIR 10/100Mbps Port 10 Mbps 321 Pear Tree Avenue Good land FL 34140 $ 310.00 50 239252 CIR/EIR 10/100 Mbps Port 10Mbps 14700 Immokalee Road Naples FL 34120 $ 310.00 $0 r 239252 CIR/EIR 10/100 Mbps Port 10 Mbps 2005 Mainsail Drive Naples FL 34114 $ 310.00 $0 r 239252 CIR/EIR 10/100 Mb ps Port 10 Mbps 990 Chalmer Drive Marco Island FL 34145 $ 310.00 $0 r '239252 CIR/EIR 10/100 Mbps Port 10Mbps 312 Stockade Road Immokalee FL 34142 $ 310.00 50 r 239252 CIR/EIR 10/100 Mbps Port 10 Mbps 2640 Corporate Flight Drive Naples FL 34104 $ 310.00 $0 r r 239252 CIR/EIR 10/100 Mbps Port 10 Mbps 1515 Golden Gate Parkway Naples FL 34105 $ 310.00 $0 239252 CfR/EIR 10/100 Mbps Port 20 Mbps 102 Copeland Avenue North Everglades City FL 34139 $ 336.00 $0 239252 CIR/EIR 10/100 Mbps Port 20 Mbps 650 Everglades City Airpark Road Everglades City FL 34139 $ 336.00 $0 r r 239252 CIR/EIR 10/100 Mbps Port 20 Mbps 165 Airpark Blvd. Immokalee FL 34142 $ 336.00 $0 r `239252 CIR/EIR 10/100 Mbps Port 50 Mbps 417 N.First Street Immokalee FL 34142 $ 420.00 $0 239252 CIR/EIR 10/100 Mbps Port 50 Mbps 1266 Golden Gate Parkway West Naples FL 34120 $ 420.00 $0 r r 239252 CIR/EIR 10/100 Mbps Port 50 Mbps 210 S.Heathwood Drive Marco Island FL 34145 $ 420.00 $0 '239252 CIR/EIR 10/100 Mbps Port SO Mbps 788 Vanderbilt Beach Road Naples FL 34108 $ 420.00 $0 '239252 CIR/EIR 10/100 Mbps Port 50 Mbps 8787 Tamiami Trail East Naples FL 34113 $ 420.00 $0 P239252 r 239252 CIR/EIR 10/100Mbps Port 50Mbps 650 Central Avenue Naples FL 34102 $ 420.00 $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 r ' 239252 CI RJEfR 1000 Mbps Port 200 Mbps 8075 Lely Cultural Parkway Naples FL 34113 $ 745.00 $0 239252 CIR/EIR 1000 Mbps Port 300Mbps 8075 Lely Cultural Parkway Naples FL 34113 $ 800.00 $0 239252 CIR/EIR 1000 Mbps Port 500 Mbps 8075 Lely Cultural Parkway Naples FL 34113 $ 825.00 $0 r 239252 CIR/EIR 1000 Mbps Port 1000 Mbps 8075 Lely Cultural Parkway Naples FL 94113 $ 900.00 $0 239252 CIR/EIR 106 Port 1000 Mbps 8075 Lely Cultural Parkway Naples FL 34113 2016-SO-AASM6F $ 1,200.00 $0 r 239252 CIR/EIR lOG Port 2000 Mbps 8075 Lely Cultural Parkway Naples FL 34113 2016-SO-AASM6F $ 1,550.00 $0 239252 CIR/EIR 106 Port 5000 Mbps 8075 Lely Cultural Parkway _Naples FL 34113 2016-50-AASM6F $ 3,600.00 $0 _ r 239252 CIR/EIR 10G Port 10000 Mbps 8075 Lely Cultural Parkway Naples FL 34113 2016-S0-AASM6F $ 6,000.00 $0 239253 - 15Gig ENET 8075 Lely Cultural Parkway Naples FL 34113 2016-SO-AASM6F _$ 9,000.00 $0 239254 20Gig ENET 8075 Lely Cultural Parkway Naples FL 34113 2016-SO-AASM6F $10,000.00 $0 239255 406ig ENET 8075 Lely Cultural Parkway Naples FL __34113 2016-SO-AASM6F $20,000.00 $0 "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 new 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 "not to exceed" monthly pricing for new or renewal of 36 month order terms. 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 above. Upon expiration of each Order Term, 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 Term renewal, Customer may continue at their then current 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. CenturyLink may assess any additional, special construction charges that may be required to provide the Services. Such special construction charges, if applicable,will be determined at the time of the Order. 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, N217309 Page 7 of 32 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL 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. N217309 Page 8 of 32 ©CenturyLink, Inc.All Rights Reserved. C'_p CONFIDENTIAL 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 Products 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 conditions 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, purchases of Products or Services by local governmental entities also are subject to the Local Government Customer Annex posted to the Rates and Conditions Website. B. Universal Service Administrative Company Programs. Customers seeking funds through Universal Service Administrative Company programs such as the Schools and 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 to the E-Rate Program or the RHC Program are subject to applicable program annexes posted to the Rates and Conditions Website. C. American Recovery and Reinvestment Act(ARRA). Customer will not pay for Products 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 functions unless 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. 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, and/or the County's Board approved Executive Summary,this Agreement shall take precedence. 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 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 Conditions, relevant Schedules, or Product and Service-specific Annexes will continue to apply to Orders 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. S #280902v.17 N217309 Page 9 of 32 Rev. 11.24.14 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. 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 governmental or quasi- governmental authorities to collect, or pay to others in support of, or to comply with, statutory or regulatory programs, plus a commercially reasonable amount to recover the administrative costs 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 Service Charges, compensation to payphone providers, International Mobile Termination Charges, E911, Telephone Relay Service, or charges assessed to CenturyLink for terminating or originating a call to wireless providers. 3.4 Taxes. 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 taxes or charges imposed on or based upon 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 sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-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. B. Withholding Taxes. Notwithstanding any other provision of the Agreement, if Customer is required by law to make a deduction or withholding from any amount due to CenturyLink, Customer must notify CenturyLink in writing. CenturyLink will then increase the gross 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. Exclusions. Customer will not be responsible for payment of: (1) CenturyLink'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. Commencement of Invoicing. CenturyLink may begin invoicing for specific Services as specified in the applicable Service Exhibit. 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." 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. #280902v.17 N217309 Page 10 of 32 Rev. 11.24.14 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. 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. 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, 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 an 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. 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, 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 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 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 0 #280902v.17 N217309 Page 11 of 32 Rev. 11.24.14 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 parties or related to time share or service bureau activities. No rights are granted to source code, and Customer will not reverse engineer, decompile, modify, enhance, copy, prepare derivative works,or reproduce any software. 8.4 Title to Software or Equipment. CenturyLink (or CenturyLink vendors, if applicable) retain title and property rights to CenturyLink-provided software and equipment (excluding Products sold to Customer under the Agreement), including copies, and any related patents, copyrights,trademarks, or IP addresses assigned to Customer. Upon termination or expiration of the Agreement or an applicable Order, Customer will surrender and immediately return the CenturyLink-provided equipment and software, including all copies, to CenturyLink or will provide CenturyLink access to reclaim such equipment and software. 8.5 Network Management. CenturyLink 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. CenturyLink may charge Customer where additional technical limitations or CenturyLink must construct network facilities to provide Services to Customer. If software or equipment not provided by CenturyLink is connected to CenturyLink-provided network facilities, CenturyLink's obligations relate only to the Services under the Agreement. 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 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 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 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.centurglink.com/Paqes/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 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 #2N217309 Page 12 of 32 Rev809.24.1 90 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 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 confidentiality agreement at least as protective of the disclosing party's rights as this provision. The parties will use Confidential 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 do not apply to information that: (A) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (B) is or becomes publicly known, through no wrongful act or omission of the receiving party; (C) is received without restriction from a third party free to disclose it without obligation 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, regulation, or court or governmental order. The parties acknowledge that the receiving party's unauthorized disclosure or use of Confidential Information may result in irreparable harm. If there is a breach or threatened breach of the Agreement, the 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 who breached or threatened to breach its nondisclosure obligation under the Agreement will not 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 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 plans, that constitutes Protected Health Information ("PHI"), as defined in 45 C.F. R. §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 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.centurvlink.com/Pages/AboutUs/Leqal. 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; 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 charges, and 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 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. #280902v.17 C9f7 N217309 Page 13 of 32 Rev. 11.24.14 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, 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 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. 13.2 Customer Indemnification. Customer will indemnify and defend CenturyLink, CenturyLink's officers, directors, agents, and employees and their successors, against all third party claims for damages, losses, liabilities or expenses,arising out of: A. Customer's failure to obtain required permits, licenses, or consents necessary to enable CenturyLink to provide the Products and 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 third party claims: (1) for libel, slander, invasion of privacy, infringement of 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 CenturyLink; and (3) based on transmission and uploading of information that contains 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 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 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; #280902v.17 N217309 Page 14 of 32 Rev. 11.24.14 (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. A. Material Failure. If CenturyLink materially fails to provide a Product 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 terminate the affected Products or Services without early termination 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 CenturyLink's sole control, a failure caused by a third party access provider, a Force Majeure Event, or Customer or Customer-provided software or equipment. B. Termination for Convenience. Customer may terminate a Service during the applicable Order Term, or the Agreement during the Agreement Term, by providing 60 days' written notice to CenturyLink. In the case of such termination for convenience, Customer will be liable for all valid charges up to the date of termination, including any special construction charges and third party charges incurred by CenturyLink. 14.3 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 30`h day after CenturyLink received the disconnect notice, or the date Customer stops using the Services. 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 which CenturyLink 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 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 service/installation address, as applicable. Verbal Orders are deemed confirmed upon Customer's written acknowledgement, or Customer's use, of Products or Services. 16.5 "Product(s)" includes equipment, devices, hardware, software, cabling or other materials sold or leased to Customer by or through CenturyLink as a separate item from, or bundled with, a Service. 16.6 "Product and Service-specific Annexes" refers to separate descriptions, terms and conditions for certain non-tariffed Products and Services, including those offered under applicable CenturyLink 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. 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, #280902v.1 X90 N217309 Page 15 of 32 Rev. 11.24.14 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. 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 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 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. Venue shall be in Collier County, Florida and the Middle District Court. 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 Chapter 119, specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) , per IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE 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 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.17 C40 N217309 Page 16 of 32 Rev. 11.24.14 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 inspect or copy public records that are made directly to the Customer. 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 Ordinance, as amended. 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, the Agreement's unaffected provisions will remain in effect and the parties will negotiate a mutually 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 CenturyLink. 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 expiration of the Agreement will survive. 17.12 Entire Agreement. This Agreement, including all referenced documents, annexes, Schedules, or exhibits, the related Orders and the parties' mutual nondisclosure agreement constitutes the entire 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 of 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 adversely affects Customer's legitimate use of a Service; and (B) is not required by government or judicial action, then Customer may terminate 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 modification occurs and provides CenturyLink the opportunity to cure the modification within the 30 days after Customer's notice. #280902v.17 N217309 Page 17 of 32 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 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 posted at htto://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 primary funding support 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, §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. 3. Nonappropriation. 3.1. Definition. A "nonappropriation" occurs when Customer is unable to secure or allocate sufficient funds in its operating budget to fulfill its financial obligations under the Agreement. 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 liability. Customer will not be obligated 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 Date. At CenturyLink's request, Customer will promptly provide supplemental documentation about the nonappropriation. 3.4. Limitations. A. Customer must take all necessary action to budget and secure any funds required to fulfill its contractual obligations for each fiscal year during the Term. B. If Customer terminates the Agreement under this provision, Customer will not obtain the Services described in the Agreement from CenturyLink. 4. Damages. The Agreement does not create an obligation by Customer to pay any damages in excess of those amounts 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 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, 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. 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 #280902v.17 C N217309 Page 18 of 32 Rev. 11.24.14 LOSS, DAMAGE OR DESTRUCTION OF ANY PROPERTY RELATING TO THE USE, LACK OF ACCESS TO OR PROVISION OF, 911 EMERGENCY SERVICE. 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") 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. #280902v.17 C-40 N217309 Page 19 of 32 Rev. 11.24.14 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, (collectively, the "Agreement") will govern Customer's use of CenturyLink Metro Ethernet - CIR/EIR Based Services ("Services") and provision of the Services by the applicable CenturyLink local operating company in Florida, Missouri, Nevada, North Carolina and Tennessee in its respective local service territories. CenturyLink local operating companies are collectively referred to here as "CenturyLink." To the extent permitted by law, CenturyLink offers the Services under the Agreement on an Individual Case Basis in lieu of any terms and conditions under CenturyLink Tariffs. 1. Service Description and Types. 1.1 Service Description.The Services are a standards-based high-speed transport technology used for the interconnection of Local Area Networks ("LANs") within a metropolitan area. Each Ethernet connection is full duplex,symmetrical bandwidth and consists of the following: A. User-to-Network Interface ("UNI"). The UNI is the physical interface between CenturyLink and Customer.The UNI includes: (1) an Ethernet port connection at Customer's premises;and (2) the physical transport to the CenturyLink switched Ethernet network. B. Ethernet Virtual Connection("EVC"). (1) EVC is the logical connection of an Ethernet service that connects two or more locations. (2) EVC includes the Committed Information Rate ("CIR"). CIR is the amount of guaranteed bandwidth for each point-to-point EVC. C. Peak Information Rate (FIR). Subscribed bandwidth is delivered with a Peak Information Rate(PIR).PIR is a combination of Guaranteed Data Class of Service(COS) and,if purchased,Real Time COS bandwidth as well as an Excess Information Rate COS option on the subscribed UNI Port. The PIR structure incorporates a Committed Information Rate (CIR), "guaranteed bandwidth" and Excess Information Rate (EIR) "burst"bandwidth. D. Class of Service. Services include three Class of Service ("COS") prioritizations. COS provides the ability to prioritize certain identifiable traffic flows across the CenturyLink switched Ethernet Network. Based on CenturyLink-provided mapping criteria,Customer must notify CenturyLink on how to mark and prioritize its traffic. After notification from Customer, CenturyLink will classify the traffic accordingly,as described in the following subsections.The three COSs are as follows. (1) Guaranteed Data COS. Guaranteed Data COS is the default priority level of service for the CIR bandwidth and will apply to Customer traffic marked with 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 Cc10 N217309 Page 20 of 32 DM1134443 Rev.10.10 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"). (1) To deliver the Services, CenturyLink will place the E-NID at Customer premise. 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 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 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, outsource installation of the E-NID to a third party that is capable of performing 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 the E-NID caused by Customer's failure to properly secure Customer's premises 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 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 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#344436 C Rev.10.10 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. 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. B. CenturyLink will waive the early termination liability when a service or rate element is disconnected as a result of a Customer-requested upgrade to a next generation service 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 related together, and there is no lapse in service between the installation of the new service and the disconnection of the old service,and (3) The service orders to install the new service and disconnect the old service are for the same Customer at the same location. C. CenturyLink will determine whether the new service qualifies as a next generation service offering. D. Nonrecurring charges and Service Order Charges for the new service will apply 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#344436 C40 Rev.10.10 • 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 broadcast or multi-cast traffic needs to be supported. CenturyLink will evaluate if additional broadcast or multi-cast can be supported. 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 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 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 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 % inch plywood backboard in an equipment demarcation room with clearance of 36 inches in front of backboard. If the fiber demarcation point is within 25 feet of the equipment rack, a wall board will not be required. All hardware and terminations will be installed in the Customer-provided rack. 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 '/4" plywood. This cabinet must be associated next to the original building terminal to support association of shared demarcation facilities. 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. 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 0 N217309 Page 23 of 32 DM#344436 Rev.10.10 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 when extending the demarcation point: (1) If services are delivered via copper(50 Mbps or less), the demarcation may be extended a maximum of 300 feet 24 gauge copper, or (2)If services are delivered via fiber, CenturyLink technicians will terminate fiber into a Customer-provided rack a maximum of 25 feet from demarcation. J. Customer must confirm Service hand-off requirements. CenturyLink will provide a standard RJ-45 copper Ethernet connection for 10/100 service and a single mode fiber connection on a 1 Gigabit circuit as the demarcation point for the Services. If a different customer hand-off is required,such as a multimode fiber connection, Customer must state the requirement on the site survey per site network page. K. Customer must confirm that its Local Area Network("LAN")has an appropriate Service port available to provide the desired network functionality and is within the distance required by Service specifications. Customer will program the Service port for appropriate speed and full duplex setting. (auto-negotiate is not available). Customer will 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 demarcation and Customer-provided Equipment. L. Services are a Layer 2 network service only. All customer premises LAN Layer 3 (e.g. IP) addressing is Customer's responsibility. CenturyLink will provide pricing for additional equipment and labor to enable Layer 3 functionality,if required. In most cases 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 the Services,then a standard Service switch port is all that is required. M. The CenturyLink installer will not connect Services to Customer's LAN. CenturyLink installers will install the hardware and identify a port for connection. CenturyLink highly recommends the use of a qualified networking vendor to assist with LAN configuration. A CenturyLink Account Executive can provide pricing for CenturyLink network configuration for Services. 4. Service Components and Rate Elements for the Services. 4.1. Monthly Recurring Charge ("MRC") for the Services. CenturyLink will charge Customer a MRC for the Services. The MRC includes the following elements: the UNI,EVC with Guaranteed Data and, if applicable,optional Real Time Class of Service. 4.2. Nonrecurring Charges("NRC"). 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#344436 Rev.10.10 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. 5. Service Level Agreements("SLAs"). 5.1 SLAs. To demonstrate CenturyLink's commitment to our business customers and the reliability 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 defined by CenturyLink, in its sole discretion,based on current Ethernet availability. CenturyLink may adjust its Metro Areas at any time, even within an Order Term, without prior notice to Customer. As a result,the SLAs described in this section may not be available at all times for any or all of Customer's Service locations. 5.2 Commitment. Within Metro Areas, the following SLAs apply to all Service Types described in Section 1 above. A. SLA for Network Latency, Jitter and Packet Delivery are applicable to 50% of the subscribed PIR or all of the CIR. The following SLA is based on Customer's selected COS. Class of Service Network Latency' Jitter2 Packet Delivery3 Real Time COS 30 ms 8ms 99.99% Guaranteed Data COS 40 ms Not Available 99.95% Network Latency is the roundtrip time it takes for a packet to travel end-to-end between two Customer sites on the CenturyLink switched Ethernet network. 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 latency from packet-to-packet. Jitter is measured roundtrip in milliseconds and averaged on a monthly basis. ' Packet Delivery is the percentage of packets delivered during transmission between two Customer sites. Packet Delivery is expressed as a ratio of delivered packets to total packets passed and averaged on a monthly basis. B. SLA for Network Availability. (1) Network Availability. Network Availability is the ability to transmit data over the CenturyLink switched Ethernet Network. This network is designed for 99.99%Availability.Network Availability does not mean Customer will be able to reach any site or user on the Internet,nor does it mean any site or user on the 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 calculated by dividing the average number of minutes that the Services are 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 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 N217309 Page 25 of 32 DMt1344436 Rev.10.10 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 on the Customer's premise. The E-NID collects critical data keeping ANS personnel apprised of the overall integrity of last mile connection. Any failure to 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 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 Area within the CenturyLink switched Ethernet network beyond the Customer's premise, CenturyLink will send an automated message to Customer regarding the Service Interruption (if Customer previously has signed up to receive such automated messages). CenturyLink will send updates to Customer regarding such Service Interruption as more information is obtained. (4) Service Interruption Time is measured from opening a CenturyLink trouble 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 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. 5.3 Service Credits. A. If Customer believes CenturyLink has missed a commitment in Section 5.2, Customer must notify its CenturyLink Account Manager in writing within 30 business days after 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 DM#344436 le Rev.10.10 Network Latency Jitter Packet Delivery Network Availability 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 MRC for each additional one hour of continuous unavailability. 5.4 Maximum Service Credits. A. Customer may receive only one Service Credit in any calendar month with respect to the Latency and Jitter SLAs. B. Customer may receive only one Service Credit in any calendar month with respect to the Packet Delivery SLA. C. Service Credits issued in any calendar month under this SLA will not exceed Customer's total MRCs for the affected circuit. D. In any calendar month, Customer may receive no more than three Service Credits with respect to any particular Customer site with respect to all Network Availability, Latency, Jitter and Packet Delivery SLAs. 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 Interruption under the Network Availability SLA. 5.5 Exclusions.These SLAs do not include Service Interruptions caused by: A. Failure of any components beyond the core network maintained by CenturyLink such as the failure of any Customer-owned and/or maintained equipment or internal wiring on Customer's premise,beyond the local telephone company's demarcation device or smart- jack; B. Inaccurate,incomplete or changes to previously accepted orders; C. Troubles resolved as"No Trouble Found"; D. Failure of any components that CenturyLink cannot correct because Customer is inaccessible; E. Customer's negligence or willful misconduct or the negligence or willful misconduct of others authorized by Customer to use the data services, including without limitation, work repair or maintenance performed on Equipment located on Customer's premises by persons other than CenturyLink technicians; F. Excused Service Interruptions due to planned and or scheduled maintenance; G. Lost measurements due to CenturyLink's measurement system failure;or H. Fiber optic cable cuts that are not the fault of CenturyLink. N217309 Page 27 of 32 DM#344436 lei Rev.10.10 EXHIBIT A-FEE SCHEDULE t1Urittink Monthly One Time Description * Quantity Installation Charge Charge } gg Monitoring and utilization services for Internet connections 1 100 MB r * 1 $1,180.00 $0.00 2 200 MB 1 $1,853.00 $0.00 3 300 MB I $2,278,00 $0.00 4 500 MB 1 $2,883.00 $0.00 5 1 GB * 1 $3,885,00 $0.00 6 2 GB 1 $6,350.00 $0.00 7 5 GB 1 $10,000.00 $0.00 8 DDOS 1 SeeExhibitC See Exhibit C 9 Malware 1 N/A N/A 10 IDS/IPS Monitoring 1 See Exhibit D See Exhibit D 11 Filterin: Service 1 See Exhibit D See Exhibit D 12 ISDN PRI T-1 * 1 $325.00 $0.00 13 Digital PRI T-1 * 1 $325.00 $0.00 14 B-1 * 1 $30.00 $0.00 15 Rotary B-1 1 $30.00 $0,00 16 DID Block for the entire 252 Exchange * 1 $1,000.00 $0.00 17 DID Emergency Redirect to PRI-T1 1 $50.00 $500.00 18 DID Emer:ency Redirect to B-1(rotary and single li 1 $50.00 $500.00 Aggregate Site Connectivity** Monitoring and utilization services associated with services below $35.00 $35.00 19 100 MB symmetrical * 1 $575.00 $0.00 20 250 MB symmetrical 1 $800.00 $0.00 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 25'10 GB symmetrical 1 $6,000.00 $0.00 26 15 GB symmetrical 1 $9,000.00 $0.00 27 20GB symmetrical 1 $10,000.00 $0.00 28 50GB symmetrical 1 $20,000,00 $0.00 29 100 GB symmetrical 1 N/A N/A C,9 N217309 Page 28of32 DM#344436 O Rev.10.10 EXHIBIT A—FEE SCHEDULE 41, ,-4 A. ,fir Monthly One Time Description * Quantity installation Charge Charge Monitoring and utilization services associated with services below $35.00 $35.00 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 5260.00 $0.00 34 10 MB symmetrical * 1 $310.00 $0.00 35 20 MB symmetrical * 1 $336.00 $0.00 36 50 MB symmetrical * 1 $420;00 $0.00 37 100 MB symmetrical 1 $575.00 $0.00 38 200MB symmetrical 1 $745.00 $0.00 39 500 MB symmetrical 1 $825.00 $0.00 40 1 GB symmetrical 1 $900.00 $0.00 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 C,fQ N217301 Page 29 of 32 DM#344436 Rev.I0.10 EXHIBIT B-QUALIFIED AND ICB SITES Ethernet Sites Qualified to 100Meq 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 Ethernet Sites Qualified to 100Meq Immokalee Library 417 N. First Street Immokalee, FL 34142 C N217309 Page 30 of 32 DM#344436 Rev.10.10 EXHIBIT B-QUALIFIED AND ICB SITES 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 Ethernet Site Qualified to 40Giq Emergency Services Center 8075 Lely Cultural Parkway Naples, FL 34113 Internet Site Qualifed to 5Giq Emergency Services Center 8075 Lely Cultural Parkway Naples, FL 34113 C N217309 Page 31 of 32 DM#344436 Rev.10.10 EXHIBIT B—QUALIFIED AND ICB SITES 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 B would be ICB *** N217309 Page 32 of 32 DM#344436 C40 Rev.10.10 rfr CenturyLink TM Subject: Memorandum of Insurance for CenturyLink, Inc. and-all its subsidiaries, including but not limited to: Qwest Communications International Inc.;Savvis, Inc.; and Embarq Corporation Today's technology has provided us the opportunity to expand and enhance how we deliver insurance information to you. After considerable review and discussion, we have made the decision to discontinue the issuance of paper Certificates of Insurance and will instead offer evidence of our insurance electronically via a Memorandum of Insurance. We have made our decision based on the significant time and resources required to handle certificate requests each year and our desire to provide you with timely and efficient coverage information. We also recognize the opportunity to take an enormous amount of paper out of the waste cycle, contributing to a cleaner planet. The advantage to you is that you will be able to confirm that we are meeting our business obligations any time our relationship requires you to verify our insurance status. Effective immediately, you may obtain current information about our insurance program at any time (seven days a week, 24 hours a day) by accessing the website listed below to view our Memorandum of Insurance. Please retain this website address so that you can refer to it in the future. This Memorandum of Insurance is provided through our insurance broker, Marsh. Once you are on the Marsh website, you will be asked to read and agree to the terms and conditions of the service. Memorandum of Insurance Web Address: www.centurylink.com/moi As you will likely notice,the Memorandum of Insurance does not specifically reference the name of any Certificate Holder or Additional Insured. Our policies are written on a broad form basis and extend additional insured status to any entity that we are required to include as an additional insured per written contract. Thank you for your support in implementing this new process. Should you have any questions, please contact us at the email address below. Sincerely, CenturyLink Risk & Insurance Insurance.evidence@centurylink.com Memorandum of Insurance (MOI) Page 1 of 4 Memorandum of Insurance MEMORANDUM OF INSURANCE DATE 10-Nov-2016 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum.#his Memorandum does not amend,extend or alter the eoOprlrge described below.This Memorandum may only be copied,printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use.Any other use,duplication or distribution of this Memorandum without the consent of Marsh is prohibited."Authorized viewer"shall mean an entity or person which is authorized by the insured named herein to access this Memorandum via https://online.marsh.com/marshconnectpublic/marsh2/public/moi?client=338138717.The information contained herein is as of the date referred to above.Marsh shall be under no obligation to update such information. PRODUCER COMPANIES AFFORDING COVERAGE Marsh USA Inc. co.A Greenwich Insurance Company ("Marsh") INSURED Co.B XL Specialty Insurance Co. CenturyLink,Inc.and all subsidiaries,including but not limited to:Qwest Communications International Inc.;Savvis, Inc.;and Embarq Corporation(ww.centurylink.com/moi) co. C Allianz Underwriters Insurance Company w 100 CenturyLink Drive Mailstop 5TS154,Monroe Co.D ACE American Insurance Company Louisiana 71203 United States COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS POLICY POLICY CO TYPE OF LIMITS POLICY NUMBER EFFECTIVE EXPIRATION LTR INSURANCE LIMITS IN USD UNLESS OTHERWISE INDICATED DATE DATE A GENERAL RGD500033304 O1-SEP-2016 01-SEP-2017 GENERAL AGGREGATE $15,000,000 LIABILITY PRODUCTS-COMP/OP $15,000,000 Commercial AGG General Liability PERSONALANDADV $3,000,000 Occurrence INJURY • EACH OCCURRENCE $3,000,000 FIRE DAMAGE(ANY ONE $3,000,000 FERE) MED EXP(ANY ONE $10,000 PERSON) A AUTOMOBILE RAD500033404- 01-SEP-2016 01-SEP-2017 COMBINED SINGLELIMIr $2,000,000 LIABILITY AOS - -BODILY INJURY(PER Any Auto PERSON) All Owned Autos BODILY INJURY(PER Hired Autos ACCIDENT) Non-Owned PROPERTY DAMAGE Autos C EXCESS LIABILITY ART3016558 01-SEP-2016 01-SEP-2017 EACHOCCURENCE $10,000,000 AGGREGATE $10,000,000 GARAGE LIABILITY AUTO ONLY(PER ACCIDENT) OTHER THAN AUTO ONLY: EACH ACCIDENT https://online.marsh.com/marshconnectpublic/marsh2/public/!ut/p/c5/dYw7EoIwFEXXw... 11/10/2016 Memorandum of Insurance (MOI) Page 2 of 4 AGGREGATE B WORKERS RWD500032904 01-SEP-2016 01-SEP-2017 B COMPENSATION/ AOS O1-SEP-2016 O1-SEP-2017 B EMPLOYERS RWR500033004 O1-SEP-2016 O1-SEP-2017 woRKERScomp LIMIrs Statutory B LIABILITY WI O1-SEP-2016 O1-SEP-2017 EL EACH ACCIDENT $1,000,0001 THE RWE500033104- ELDISEASE-POLICY $1,000,0001 PROPRIETOR/ WA LIMIT PARTNERS/ RWE500033204 - EL DISEASE-EACH $1,000,000' EXECUTIVE OH EMPLOYEE OFFICERS ARE Included C Technology E&O ART3016558 O1-SEP-2016 01-SEP-2017 incl. Limits $10,000,000 each Cyber/Privacy claim/aggregat9 Liability D Crime DONG23680075003 01-MAR-2016 O1-MAR-2017 Lim is $10,000,000 C Property ART3016558 15-MAR-2016 15-MAR-2017 Amount of Insurance $25,000,00 The Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage. Any modifications hereto are not authorized. MEMORANDUM OF INSURANCE DATE 10-Nov-2116 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum.This Memorandum does not amend,extend or alter the coverage described below.This Memorandum may only be copied,printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use.Any other use,duplication or distribution of this Memorandum without the consent of Marsh is prohibited."Authorized viewer"shall mean an entity or person which is authorized by the insured named herein to access this Memorandum via https://online.marsh.com/marshconnectpublic/marsh2/public/moi?client=338138717.The information contained herein is as of the date referred to above.Marsh shall be under no obligation to update such information. PRODUCER INSURED Marsh USA Inc. CenturyLink,Inc.and all subsidiaries,including but not ("Marsh") limited to:Qwest Communications International Inc.;Savvis, Inc.;and Embarq Corporation(www.centurylink.com/moi) 100 CenturyLink Drive Mailstop 5TS154,Monroe Louisiana 71203 United States ADDITIONAL INFORMATION PROPERTY Deductible:$25,000,000 Property Coverage:"All Risk"of Direct Physical Loss or Damage to All Real and Personal Property,including Boiler& Machinery,Earthquake,Flood and Wind-Replacement Cost Basis,and Business Interruption-Actual Loss Sustained. Loss Payee or mortgagee as required by written contract/loan agreement to the the extent of your insurable interest. Waiver of Subrogation-Any person or organization whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. https://online.marsh.com/marshconnectpublic/marsh2/public/!ut/p/c5/dYw7EoIwFEXXw... 11/10/2016 Memorandum of Insurance (MOI) Page 3 of 4 GENERAL LIABILITY Automatic Additional Insured's Primary Coverage Additional Insured as respects your interest in the operations of the Named Insured as required by contract or agreement. Coverage provided by the above General Liability policy shall be primary and is limited to liability arising out of Named Insured's ownership and/or operations.Any insurance carried by the additional insured shall not be contributory insurance. Waiver of Transfer of Rights of Recovery Against Others to Us(Waiver of Subrogation)-Any person or organi7ation with whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. Separation of Insureds Applies AUTOMOBILE LIABILITY Additional Insured as respects your interest in the operations of the Named Insured as required by written contract. Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary,excess,contingent or on any other basis unless the contract specifically requires that this policy be primary. Lessor-Additional Insured and Loss Payee-All Lessors Waiver of Transfer of Rights of Recovery Against Others'to Us(Waiver of Subrogation)-Any person or organi7ation with whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. Separation of Insureds Applies. AUTOMOBILE PHYSICAL DAMAGE-SELF-INSURED WORKERS'COMPENSATION AND EMPLOYER'S LIABILITY AND EXCESS WORKERS'COMPENSATION AND EMPLOYER'S LIABILITY(OH&WA-SELF-INSURED-$1,000,000 RETENTION) Waiver of Our Right to Recover from Others(Waiver of Subrogation)-Any person or organization with whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. FOREIGN LIABILITY WS11004608 Insurer:Insurance Company of the State of Pennsylvania Policy Period:September 1,2016 to September 1,2017 Foreign General Liability $2,000,000 General Aggregate $2,000,000 Products-Completed Operations Aggregate $2,000,000 Personal&Advertising Injury Limit $2,000,000 Each Occurrence Limit $1,000,000 Damage to Premises Rented to You Limit $50,000 Medical Expense Limit Automatic Additional Insured's Primary Coverage Additional Insured as respects your interest in the operations of the Named Insured as required by contract or agreement. Foreign Business Auto Liability $2,000,000 Liability Limit,any one accident https://online.marsh.c om/marshconnectpublic/marsh2/public/!ut/p/c5/dYw7EoIwFEXXw... 11/1 0/20 1 6 Memorandum of Insurance (MOI) Page 4 of 4 $25,000 Medical Expense Coverage,each accident Foreign Voluntary Compensation and Employers Liability Voluntary Compensation-employee injury benefits varies by classification of employee $2,000,000 Employers Liability Injury by Accident Each Accident $2,000,000 Employers Liability Injury,by Disease,policy limit $2,000,000 Employers Liability Injury,by Disease,each employee EXCESS/UMBRELLA Coverage applies per occurrence Additional Insured as respects your interest in the operations of the Named Insured as required by contract or agreement. - Waiver of Transfer of Rights of Recovery Against Others to Us(Waiver of Subrogation)-Any person or organization with whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. Separation of Insureds Applies. CONTRACTOR'S POLLUTION Policy No.03101161 Insurer:Allied World Assurance Company(U.S.)Inc. Policy Period:May 1,2016 to March 1,2019 Limits of Liability:$3,000,000 each pollution condition/$3,000,000 aggregate $1,000,000 Self-Insured Retention Additional Insured where required by written contract,provided the contract is executed and effective prior to the date the policy incident first commenced. NOTICE OF CANCELLATION IN ACCORDANCE WITH ALL POLICY The Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage. Any modifications hereto are not authorized. Click here for a printer-friendly version of this document. https://online.marsh.com/marshconnectpublic/marsh2/public/!ut/p/c5/dYw7EoIwFEXXw... 11/1 0/2016 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 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 12/9/2016 ("Cutoff Date"). Using CenturyLink's electronic signature process for the Agreement is acceptable. COLLIER • NTY BO RD OF COUNTY CENRYLINK CO UNICATIONS, LLC COMMISSION; • C/ Authorized Si ;ture Auth/44114091.41 ed'S�d'444/ �io,,~ p '(b't T ' - \�cs� /�� e'op/.- 4, o Name Typed or Printed Name Typed or Pri ted Title, Title ‘\\\.- \\tc, 4✓L q ../-6/4‘ 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 Exhibits") attached to 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 as of the Effective Date and incorporated by this reference are shown below. • DOMESTIC CENTURYLINK IQ NETWORKING SERVICE EXHIBIT • LOCAL ACCESS SERVICE EXHIBIT • 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 periods equal to the Initial Term(a"Renewal Term"),as requested, in writing,and mutually agreed upon by the parties,if not terminated 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 conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, will give CenturyLink written notice of the Customer's intent to extend the Agreement Term prior to the end of the existing Term. 3. Rates. Customer will pay the rates and charges set forth in Exhibit A Fee Schedule(Category I)for sites approved in Exhibit B, Qualified and ICB Sites, Exhibit C DDoS and Exhibit D Managed Firewall.The rates will remain firm for the initial term. 4. Payment. CenturyLink may begin invoicing for specific Services as specified in the applicable Service Exhibit. 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." In addition to payment of charges for Services, Customer must also pay CenturyLink any 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 submission of valid 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 in its discretion assess a $15 MRC for each full paper invoice provided to Customer or a $2 MRC for each 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 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 thro : _ ��g y� r-r ' Confidentiality is subject to compliance with Florida Public Records Act, Chapter 119, Fla. . an. e •n a uns'iine--Laa „ a er 286, a. Stat. ATTEST Q� DWIGHT E. BROCK, Clerk 1 s start County Att, ey Page 1 of 29tf�,u, Ifts Re '' N235613 CONFIDENTIAL By. �� v1.112114 Attest as T i :1 '.' s ''Mature only. CenturyLink- stror.gcr Con-ecu:d" CERTIFICATE OF THE ASSISTANT SECRETARY OF QWEST CORPORATION 1)113/A CENTURYLINK QC The undersigned. Joan E Randazzo. Assistant Secretary. hereby certifies as of the date hereof that: 1. That I am Assistant Secretary of Qwest Corporation, a Colorado corporation (the "Company"). which is an indirect subsidiary of CenturyLink. Inc.. and is doing business under the assumed name of Centuryl.ink QC'. 2. The Company is duly organized. validly existing and in good standing under the laws of the State of Colorado. 3. That as of the date of this certificate. Constantine (Dean) N. Gartelos is employed by the Company as Manager Offer Management — [3&C. and has the authority to execute on behalf of the Company. any and all documents or instruments relating to easements. grants and permits in connection with right-of-way and real property transactions. as long as such actions are consistent with the C'orporation's policies. This authority shall terminate on November 1. 2017. 4. The signature set forth below is Constantine (Dean) N. Gartelos's genuine signature. A A Constantine(Dean) N. Gartelos Manager Offer Management — 13&C IN WITNESS WHEREOF. 1 have hereunto set my hand of the Corporation this day of Nblhei'l 2016. • .loaf E. Randazzo. Assistant Secret•,r 1 rest Corporation d'b/a CenturyI.i QC 11-9-16 To: Carmelo Cappuzzello, I approve Collier County Board of Commissioners, N235613 CenturyLink Loyal Advantage Agreement from RFP referenced as NSP-217309: and as the Designator, in lieu of a local Sales Manager and due to your remote location, I designate you, the Designee, to manually sign the documents on my behalf today, 11-9-2016. Your Signature On Behalf of Constantine N. Gartelos Manager, Offer Management Please include a copy of this Designation, along with the applicable documents, in the files. Regards, Dean Gartelos CenturyLink 303-992-6949 N217309 and N235613 combine for complete RFP Win. 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 LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, OR ANY 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 FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COSTS OF COVER. THESE LIMITATIONS APPLY 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 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 the affected Service. 9.3 Personal Injury; Death; Property Damages Collier County's liability is subject to the limitations set forth in Section 768.28, Fla. Stat. 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 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 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 directly from performance of the Agreement and related to personal 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 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. 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 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 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 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 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 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, limitatio • Page 2 of 29 ©CenturyLink, Inc.All Rights Rese -•• N235613 CONFIDENTIAL v1.1121 • 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 other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement. 13.5 HIPAA. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not limited to any confidential health related information of Customer's clients, which may include group health plans, that constitutes Protected Health Information ("PHI"), as defined in 45 C.F. R. §160.103 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 Service and not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR 164.502(a)(1)(iii). 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 provide or secure at Customer's expense appropriate space and power; and rights or licenses if CenturyLink must access the building of Customer's premises to install, operate, or maintain Service or associated CenturyLink equipment. CenturyLink may refuse to install, maintain, or repair Services if any condition on Customer's premises is unsafe or likely to cause injury. (c) Customer is responsible for any facility or equipment repairs on Customer's side of the demarcation point. Customer may 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 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 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 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 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 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. 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, or 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. cq Page 3 of 29 ©CenturyLink, Inc. All Rights Resery d..� N235613 CONFIDENTIAL v1.112114 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@CenturyLink.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 understandings relating to the same service, ports, or circuits at the same locations as covered under the Agreement. 14. Definitions. "Affiliate" means any entity controlled by, controlling, or under common control with a party. "AUP" means the Acceptable Use Policy incorporated by this reference and posted at http://www.centurvlink.com/legal/. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a)for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or(b)for any other material breach, within 30 days after written notice. "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 Communications, LLC. The term "CenturyLink QCC" refers to the former "d/b/a CenturyLink QCC" company and not to any other 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 nature, (including CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; or (b) is of such a nature that the receiving 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. "Convenience"means any reason other than for Cause. "CPE"means any customer equipment, 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. "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. "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.pdf 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, 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. Page 4 of 29 ©CenturyLink, Inc.All Rights Rese Tom' N235613 CONFIDENTIAL v1.112114 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. (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 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 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 5 of 29 ©CenturyLink, Inc.All Rights Reserved. N235613 CONFIDENTIAL v1.112114 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 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 0C3 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. A Page 6 of 29 ©CenturyLink, Inc. All Rights Rese cd.0 N235613 CONFIDENTIAL v1.112114 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 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 7 of 29 ©CenturyLink, Inc.All Rights Rese N235613 CONFIDENTIAL v1.11 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 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. 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. (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"). 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 e 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 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 8 of 29 ©CenturyLink, Inc.All Rights Rese CAP N235613 CONFIDENTIAL v1.112 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 Internet Port Other Access 100 Mbps $580.00 $0 200 Mbps $1,103.00 $0 300 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 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 MRC Net Rate NRC Bandwidth Tier Mbps)Internet Port Other Access (Indicate the Bandwidth Tier by checking the box) 2000 Mbps $4,600.00 $0 ❑ 5000 Mbps $8,000.00 $0 ❑ t Page 9 of 29 ©CenturyLink, Inc. All Rights Reserved e) N235613 CONFIDENTIAL v1.112114 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") 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 ("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 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 N235613 Page 10 of 29 ©CenturyLink, Inc.All Rights Res� vg CONFIDENTIAL v1.0 9 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 0C3, 0C12, 0C48 and OC192. (b) Ethernet Local Access ("ELA"). ELA is available at bandwidths varying from 1 Mbps to 1,000 Mbps (1G) 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 (0C48), 10 GbE WAN PHY (OC192), 40G, OTU1, OTU2, OTU3, 1G, 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 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 Cj CONFIDENTIAL v1.111 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 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, 1G, 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. 3. 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 N235613 Page 12 of 29 ©CenturyLink, Inc.All Rights ReservedC� CONFIDENTIAL v1.111815 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. (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 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 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 Reserve. CONFIDENTIAL v1.111815 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 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. (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. N235613 Page 14 of 29 ©CenturyLink, Inc.All Rights Rese CONFIDENTIAL v1.111815 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT "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. N235613 Page 15 of 29 ©CenturyLink, Inc.All Rights Rese CONFIDENTIAL v1.111: . 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. 160708411621 Gigabit SingleCoS 100Mbps Gigabit $ 600.00 $0 3299TAMIAMITRLE NAPLES 34112 ELA-Native Ethernet Medium Ethernet-100 u.. 160708412170 heSingleCoS 100 Mbps Ethernet-100 $ 600.00 50 8025 LELY CULTURAL NAPLES 34113 ELA Native Ethernet Medium Ethernet-100 PKWY Mb.s 160708412176 Gigabit SingleCoS 200 Mbps Gigabit $ 750.00 $0 8025 LELY CULTURAL NAPLES 34113 ELA-Native Ethernet Medium Ethernet-200 PKWY Mb.s 160708412172 heSingleCoSdum300 Mbps he $ 900.00 $0 8025 LELY CULTURAL NAPLES 34113 ELA Native Ethernet Medium Ethernet-300 PKWY Mbps 160708412175 Ethernet SingleCoS 500 Mbps hebit $ 1,050.00 50 8025 LELY CULTURAL NAPLES 34113 ELA Native Ethernet Medium Ethernet-500 PKWY Mbps 160708412171 herit SingleCoSdium1000 Mbps Ethernet-1000 $ 1,400.00 $0 8025 LELY CULTURAL NAPLES 34113 ELA Native Ethernet Medium Ethernet-1000 PKWY Mbps 2016061HMEIKLE _10GigE 2000Mbps $ 1,750.00 $0 8025 LELY CULTURAL Naples in 34113 ELA-Native PKWY 2016061HMEIKLE _10GigE 5000Mbps $ 2,000.00 $0 80255 LELY CULTURAL Naples 34113 ELA-Native PKWY 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. N235613 Page 16 of 29 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL 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-quides, 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 may 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, N235613 Page 17 of 29 CAO ©CenturyLink, Inc.All Rights Resery CONFIDENTIAL v1.111815 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 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 gives notice of cancellation or 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 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 anticipated profit on portions of the services not performed or materials not provided. 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: Savvis Communications Corporation DBA CenturyLink TS 1 Solutions Parkway Town & Country, Missouri 63017 United States Attn:All Disconnects N235613 Page 18 of 29 CAO ©CenturyLink, Inc.All Rights Resery CONFIDENTIAL v1.111815 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. N235613 Page 19 of 29 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 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. N235613 Page 20 of 29 ©CenturyLink, Inc.All Rights Rese CONFIDENTIAL v1.111815 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. N235613 Page 21 of 29 ©CenturyLink, Inc.All Rights Res:. CONFIDENTIAL v1.11 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 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. N235613 Page 22 of 29 CAO ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT EXHIBIT A-FEE SCHEDULE - C nturvl ink x ., r�° r * Monthly One Time Description Quantity Installation _ Charge 4a '' lka` Monitoring and utilization services for Internet connections 1 100 MB * __ 1 $1,180.00 $0.00 2 200 MB 1 $1,853.00 $0.00 3 300 MB 1 $2,278.00 $0.00 4 500 MB 1 $2,883.00 $0.00 5 1 GB * 1 $3,885.00 $0.00 62 GB 1 $6,350.00 $0.00 7 5 GB 1 $10,000.00 $0.00 8 DDOS 1 See Exhibit C See Exhibit C 9 Malware 1 N/AN/A , 10 IDS/IPS Monitoring 1 See Exhibit D + See Exhibit D 11 Filtering Service;{}®{`q 1 See Exhibit D See Exhibit D 12 ISDN PRI T-1 * 1 $325.00 $0.00 13'Digital PRI T-1 * 1� $325.00 $0.00 14 B-1 * 1 $30.00 $0.00 15 Rotary B-1 _ 1 $30.00 $0.00 16 DID Block for the entire 252 Exchange * 1 $1,000.00 $0.00 17 DID Emergency Redirect to PRI-T11 $50.00 $500.00 18 DID Emergency Redirect to B-1 rotary and single Ii+ 1 $50.00 $500.00 Aggregate Site Connectivity** Monitoring and utilization services associated with services below $35.00 $35.00 19 100 MB symmetrical * 1 $575.00 $0.00 20 250 MB symmetrical 1 $800.00 $0.00 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 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 N235613 Page 23 of 29 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT EXHIBIT A—FEE SCHEDULE Centurvilnk Monthly One Time Description * Quantity Installation Charge Charge Monitoring and utilization services associated with services below $35.00 $35.00 30 1 MB symmetrical 1N/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 35 20 MB symmetrical * 1 $336.00 $0.00 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 40 1 GB symmetrical 1 $900.00 $0.00 412 G8 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 N235613 Page 24 of 29 C9p ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT EXHIBIT B—LIST OF QUALIFIED AND ICB SITES Ethernet Sites Qualified to 100Meq 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 Ethernet Sites Qualified to 100Meq Immokalee Library 417 N. First Street Immokalee, FL 34142 N235613 Page 25 of 29 CSO ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 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 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 Ethernet Site Qualified to 40Giq 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 N235613 Page 26 of 29 CAO ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT EXHIBIT B—LIST OF QUALIFIED AND ICB SITES Internet Site Qualified to 100Meg 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 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 B would be ICB *** N235613 Page 27 of 29 CAO ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 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 plus$250.00 hourly plus$250.00 hourly plus$250.00 hourly Low Premium $750.00during attack during attack during attack (attack sizes up to 1Gig) mitigation mitigation mitigation Mitigation Only $2,400.00 $2,400.00 $2,400.00 plus$250.00 hourly plus$250.00 hourly plus$250.00 hourly High Premium during attack during attack during attack $750.00 (attack sizes up to 10+Gig) mitigation mitigation mitigation Detection/Mitigation 100Meg to 1Gig applied bandwidth and 10Gig+ $5,521.60 $5,006.40 $4,851.20 $750.00 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 N235613 Page 28 of 29 ©CenturyLink, Inc.All Rights Reserved. C CONFIDENTIAL v1.111815 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 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 N235613 Page 29 of 29 CAO ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.111815 CenturyLink Tm Subject: Memorandum of Insurance for CenturyLink, Inc. and-all its subsidiaries, including but not limited to: Qwest Communications International Inc.; Savvis, Inc.; and Embarq Corporation Today's technology has provided us the opportunity to expand and enhance how we deliver insurance information to you. After considerable review and discussion, we have made the decision to discontinue the issuance of paper Certificates of Insurance and will instead offer evidence of our insurance electronically via a Memorandum of Insurance. We have made our decision based on the significant time and resources required to handle certificate requests each year and our desire to provide you with timely and efficient coverage information. We also recognize the opportunity to take an enormous amount of paper out of the waste cycle, contributing to a cleaner planet. The advantage to you is that you will be able to confirm that we are meeting our business obligations any time our relationship requires you to verify our insurance status. Effective immediately, you may obtain current information about our insurance program at any time (seven days a week, 24 hours a day) by accessing the website listed below to view our Memorandum of Insurance. Please retain this website address so that you can refer to it in the future. This Memorandum of Insurance is provided through our insurance broker, Marsh. Once you are on the Marsh website, you will be asked to read and agree to the terms and conditions of the service. Memorandum of Insurance Web Address: www.centurylink.com/moi As you will likely notice,the Memorandum of Insurance does not specifically reference the name of any Certificate Holder or Additional Insured. Our policies are written on a broad form basis and extend additional insured status to any entity that we are required to include as an additional insured per written contract. Thank you for your support in implementing this new process. Should you have any questions, please contact us at the email address below. Sincerely, CenturyLink Risk& Insurance Insurance_evidence@centurylink.com Memorandum of Insurance (MOI) Page 1 of 4 Memorandum of Insurance MEMORANDUM OF INSURANCE DATE 10-Nov-2016 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum;'4his Memorandum does not amend,extend or alter the cdttrage described below.This Memorandum may only be copied,printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use.Any other use,duplication or distribution of this Memorandum without the consent of Marsh is prohibited."Authorized viewer"shall mean an entity or person which is authorized by the insured named herein to access this Memorandum via https://online.marsh.com/marshconnectpubliclmarsh2/public/moi?client=338138717.The information contained herein is as of the date referred to above.Marsh shall be under no obligation to update such information. PRODUCER COMPANIES AFFORDING COVERAGE Marsh USA Inc. co.A Greenwich Insurance Company ("Marsh") INSURED Co.B XL Specialty Insurance Co. CenturyLink,Inc.and all subsidiaries,including but not limited to:Qwest Communications International Inc.;Savvis, Inc.;and Embarq Corporation(www.centurylink.com/moi) co.C Allianz Underwriters Insurance Company 100 CenturyLink Drive Mailstop 5TS 154,Monroe co.D ACE American Insurance Company Louisiana 71203 United States COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICA IAD. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS • POLICY POLICY CO TYPE OF LIMITS POLICY NUMBER EFFECTIVE EXPIRATION LTR INSURANCE LIMITS INUSD UNLESS OTHERWISE INDICATED DATE DATE A GENERAL RGD500033304 O1-SEP-2016 01-SEP-2017 GENERAL AGGREGATE $15,000,000 LIABILITY PRODUCTS-COMP/OP $15,000,0001 Commercial AGG General Liability PERSONAL AND ADV $3,000,000 Occurrence INJURY EACH OCCURRENCE $3,000,0001 FIRE DAMAGE(ANY ONE $3,000,000 FIRE) MED EXP(ANY ONE $10,000 PERSON) A AUTOMOBILE RAD500033404 - 01-SEP-2016 O1-SEP-2017 $2,000,000 COMBINED SINGLE LIMIT LIABILITY AOS -- BODILY INJURY(PER Any Auto PERSON) All Owned Autos BODILY INJURY(PER Hired Autos ACCIDENT) Non-Owned PROPERTY DAMAGE Autos C EXCESS LIABILITY ART3016558 01-SEP-2016 01-SEP-2017 EACH OCCURENCE $10,000,000 AGGREGATE $10,000,000 GARAGE LIABILITY AUTO ONLY(PER ACCIDENT) OTHER THAN AUTO ONLY: EACH ACCIDENT hiips://online.marsh.com/marshconnectpublic/marsh2/public/!ut/p/c 5/dYw7EoIwFEXXw... 11/10/2016 Memorandum of Insurance(MOI) Page 2 of 4 IAGGREGATE I I B WORKERS RWD500032904 01-SEP-2016 01-SEP-2017 B COMPENSATION/ AOS 01-SEP-2016 01-SEP-2017 B EMPLOYERS RWR500033004 01-SEP-2016 O1-SEP-2017 WORKERS COMP LIMITS Statutory B LIABILITY WI 01-SEP-2016 01-SEP-2017 ELEACH ACCIDENT $1,000,000 THE RWE500033104- ELDISEASE-POLICY $1,000,000 PROPRIETOR/ WA LIMIT PARTNERS/ RWE500033204 EL DISEASE-EACH $1,000,000 EXECUTIVE OH EMPLOYEE OFFICERS ARE Included C Technology E&O ART3016558 01-SEP-2016 01-SEP-2017 incl. Limits $10,000,000 each Cyber/Privacy claim/aggregate Liability D Crime DONG23680075003 O1-MAR-2016 01-MAR-2017 Limits $10,000,000 C Property ART3016558 15-MAR-2016 15-MAR-2017 Amount of Insurance $25,000,000 The Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage. Any modifications hereto are not authorized. MEMORANDUM OF INSURANCE DATE 10-Nov-2016 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum.This Memorandum does not amend,extend or alter the coverage described below.This Memorandum may only be copied,printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use.Any other use,duplication or distribution of this Memorandum without the consent of Marsh is prohibited."Authorized viewer"shall mean an entity or person which is authorized by the insured named herein to access this Memorandum via https://online.marsh.com/marshconnectpublic/marsh2/public/moi?client=338138717.The information contained herein is as of the date referred to above.Marsh shall be under no obligation to update such information. PRODUCER INSURED Marsh USA Inc. CenturyLink,Inc.and all subsidiaries,including but not ("Marsh") limited to:Qwest Communications International Inc.;Savvis, Inc.;and Embarq Corporation(www.centurylink.com/moi) 100 CenturyLink Drive Mailstop 5TS154,Monroe Louisiana 71203 United States ADDITIONAL INFORMATION PROPERTY Deductible:$25,000,000 Property Coverage:"All Risk"of Direct Physical Loss or Damage to All Real and Personal Property,including Boiler& Machinery,Earthquake,Flood and Wind-Replacement Cost Basis,and Business Interruption-Actual Loss Sustained. Loss Payee or mortgagee as required by written contract/loan agreement to the the extent of your insurable interest. Waiver of Subrogation-Any person or organization whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. https://online.marsh.com/marshconnectpublic/marsh2/public/!ut/p/c 5/dYw7EoIwFEXXw... 11/10/2016 Memorandum of Insurance (MOI) Page 3 of 4 GENERAL LIABILITY Automatic Additional Insured's Primary Coverage Additional Insured as respects your interest in the operations of the Named Insured as required by contract or agreement. Coverage provided by the above General Liability policy shall be primary and is limited to liability arising out of Named Insured's ownership and/or operations.Any insurance carried by the additional-insured shall not be contributory insurance. Waiver of Transfer of Rights of Recovery Against Others to Us(Waiver of Subrogation)-Any person or organization with whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. Separation of Insureds Applies AUTOMOBILE LIABILITY Additional Insured as respects your interest in the operations of the Named Insured as required by written contract. Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary,excess,contingent or on any other basis unless the contract specifically requires that this policy be primary. Lessor-Additional Insured and Loss Payee-All Lessors Waiver of Transfer of Rights of Recovery Against Others to Us(Waiver of Subrogation)-Any person or organization with whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. Separation of Insureds Applies. AUTOMOBILE PHYSICAL DAMAGE-SELF-INSURED WORKERS'COMPENSATION AND EMPLOYERS LIABILITY AND EXCESS WORKERS'COMPENSATION AND EMPLOYER'S LIABILITY(OH&WA-SELF-INSURED-$1,000,000 RETENTION) Waiver of Our Right to Recover from Others(Waiver of Subrogation)-Any person or organization with whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. FOREIGN LIABILITY WS11004608 Insurer:Insurance Company of the State of Pennsylvania Policy Period:September 1,2016 to September 1,2017 Foreign General Liability $2,000,000 General Aggregate $2,000,000 Products-Completed Operations Aggregate - $2,000,000 Personal&Advertising Injury Limit $2,000,000 Each Occurrence Limit $1,000,000 Damage to Premises Rented to You Limit $50,000 Medical Expense Limit Automatic Additional Insured's Primary Coverage Additional Insured as respects your interest in the operations of the Named Insured as required by contract or agreement. Foreign Business Auto Liability $2,000,000 Liability Limit,any one accident hltps://online.marsh.com/marshconnectpublic/marsh2/public/!ut/p/c 5/dYw7EoIwF EXXw... 1 1/1 0/201 6 Memorandum of Insurance (MOI). Page 4 of 4 $25,000 Medical Expense Coverage,each accident - Foreign.Voluntary Compensation and Employers Liability Voluntary Compensation-employee injury benefits varies by classification of employee $2,000,000 Employers Liability Injury by Accident Each Accident $2,000,000 Employers Liability Injury,by Disease,policy limit $2,000,000 Employers Liability Injury,by Disease,each employee EXCESS/UMBRELLA • Coverage applies per occurrence Additional Insured as respects your interest in the operations of the Named Insured as required by contract or agreement. Waiver of Transfer of Rights of Recovery Against Others to Us(Waiver of Subrogation)-Any person or organization with whom you have entered into a contract or agreement,but only to the extent required by such contract or agreement. Separation of Insureds Applies. CONTRACTORS POLLUTION Policy No.03101161 Insurer:Allied World Assurance Company(U.S.)Inc. Policy Period:May 1,2016 to March 1,2019 Limits of Liability:$3,000,000 each pollution condition/$3,000,000 aggregate $1,000,000 Self-Insured Retention Additional Insured where required by written contract,provided the contract is executed and effective prior to the date the policy incident first commenced. NOTICE OF CANCELLATION IN ACCORDANCE WITH ALL POLICY The Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage. Any modifications hereto are not authorized. Click here for a printer-friendly version of this document. https://online.marsh.com/marshconnectpublic/marsh2/public/!ut/p/c5/dYw7EoIwFEXXw... 11/10/2016